Execution Version


 


 


 


 


CREDIT AGREEMENT


 


dated as of October 19, 2020


 


among


 


QUEST RESOURCE HOLDING CORPORATION,


as Holdings


 


QUEST RESOURCE MANAGEMENT GROUP, LLC,


as a Borrower,


 


EACH OF ITS AFFILIATES PARTY HERETO,


as Borrowers,


 


THE VARIOUS FINANCIAL INSTITUTIONS PARTY HERETO,


as Lenders,


 


MONROE CAPITAL MANAGEMENT ADVISORS, LLC,


as Administrative Agent and Lead Arranger


 


 


 


 






    


    


    

 


Table
of Contents


 


Page


	SECTION 1	DEFINITIONS.	1
	1.1	Definitions	1
	1.2	Certain Interpretive Provisions	34
	1.3	Accounting and Other Terms	35
	1.4	Treatment of LLC Division	35
	 	 	 
	SECTION 2	COMMITMENTS OF THE LENDERS; BORROWING AND CONVERSION PROCEDURES.	36
	2.1	Commitments	36
	 	2.1.1	Term Loan Commitments	36
	 	2.1.2	Incremental Facilities	36
	2.2	Loan Procedures	38
	 	2.2.1	Various Types of Loans	39
	 	2.2.2	Borrowing Procedures	39
	 	2.2.3	[Reserved]	39
	2.3	Commitments Several	39
	2.4	Certain Conditions	40
	2.5	Defaulting Lenders	40
	 	 	 
	SECTION 3	EVIDENCING OF LOANS.	40
	3.1	Notes	40
	3.2	Recordkeeping	41
	 	 	 
	SECTION 4	INTEREST.	41
	4.1	Interest Rates	41
	 	4.1.1	Interest on Loans	41
	 	4.1.2	Default Rate	41
	 	4.1.3	Interest Payment Dates	41
	4.2	Setting and Notice of LIBOR Rates	42
	4.3	Computation of Interest	42
	 	 	 
	SECTION 5	FEES.	42
	5.1	Unused Fee	42
	5.2	Additional Fees	42
	5.3	Applicable Premium and Exit Fee	42
	5.4	Warrants.	42
	 	5.4.1	Warrant Original Issue Discount.  The Loan Parties, their Subsidiaries and Administrative Agent acknowledge
    and agree that the Loans and the Warrants are part of an “investment unit” within the meaning of Section 1273(c)(2)
    of the Code.  The Loan Parties, their Subsidiaries and Administrative Agent agree that for purposes of allocating
    a portion of the issue price of the investment unit to the Warrants in accordance with Treasury Regulation Section 1.1273-2(h)(1),
    the fair market value of the Closing Date Warrant is $765,678. The Loan Parties, their Subsidiaries and Administrative Agent
    agree that any other Warrant issued after the Closing Date to the Warrant Holder shall be valued using the same methodology
    as the methodology used to value the Closing Date Warrant and such valuation shall be mutually agreeable to the Holdings and
    the Warrant Holder. The Loan Parties, their Subsidiaries and Administrative Agent agree to file all tax returns consistently
    with this Section 5.4 and not take any position inconsistent therewith.	42



 






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	SECTION 6	REDUCTION OR TERMINATION OF COMMITMENTS; PREPAYMENTS; REPAYMENTS.	43
	6.1	Reduction or Termination of Commitments	43
	 	6.1.1	Voluntary Reduction or Termination of the Term B Loan Commitments	43
	 	6.1.2	All Reductions of Commitments	43
	6.2	Prepayments	43
	 	6.2.1	Voluntary Prepayments	43
	 	6.2.2	Mandatory Prepayments	43
	6.3	Manner of Prepayments	45
	 	6.3.1	All Prepayments	45
	6.4	Repayments	45
	 	6.4.1	[Reserved]	45
	 	6.4.2	Term A Loans	45
	 	6.4.3	Term B Loans	45
	 	 	 	 
	SECTION 7	MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES.	46
	7.1	Making of Payments	46
	7.2	Application of Certain Payments	46
	7.3	Due Date Extension	47
	7.4	Setoff	47
	7.5	Proration of Payments	47
	7.6	Taxes	48
	 	 	 
	SECTION 8	INCREASED COSTS; SPECIAL PROVISIONS FOR LIBOR LOANS.	51
	8.1	Increased Costs	51
	8.2	Basis for Determining Interest Rate Inadequate or Unfair	51
	8.3	Changes in Law Rendering LIBOR Loans Unlawful	53
	8.4	Right of Lenders to Fund through Other Offices	53
	8.5	Mitigation of Circumstances; Replacement of Lenders	53
	8.6	Conclusiveness of Statements; Survival of Provisions	54



 






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	SECTION 9	REPRESENTATIONS AND WARRANTIES.	55
	9.1	Organization	55
	9.2	Authorization; No Conflict	55
	9.3	Validity and Binding Nature	55
	9.4	Financial Condition	55
	9.5	No Material Adverse Change	56
	9.6	Litigation and Contingent Liabilities	56
	9.7	Ownership of Properties; Liens	56
	9.8	Equity Ownership	56
	9.9	Pension Plans.	56
	9.10	Investment Company Act	57
	9.11	Compliance with Laws	57
	9.12	Regulation U	57
	9.13	Taxes	57
	9.14	Solvency, etc	58
	9.15	Environmental Matters	58
	9.16	Insurance	59
	9.17	Real Property	59
	9.18	Information	59
	9.19	Location of Bank Accounts	59
	9.20	Burdensome Obligations	60
	9.21	Intellectual Property	60
	9.22	Material Contracts	60
	9.23	Employee and Labor Matters	60
	9.24	No Bankruptcy Filing	61
	9.25	Name; Jurisdiction of Organization; Organizational ID Number; Chief Place of Business; Chief Executive Office; FEIN	61
	9.26	Locations of Collateral	61
	9.27	Security Interests	61
	9.28	No Default	62
	9.29	Hedging Agreements	62
	9.30	OFAC	62
	9.31	Patriot Act	62
	9.32	Related Agreements	62
	9.33	Holdings	63
	9.34	Customers and Suppliers	63
	9.35	ABL Loan Documents	64
	 	 	 
	SECTION 10	AFFIRMATIVE COVENANTS.	64
	10.1	Reports, Certificates and Other Information	64
	 	10.1.1	Annual Report	64
	 	10.1.2	Interim Reports	64
	 	10.1.3	Compliance Certificates	65



 






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	 	10.1.4	Reports to the SEC and to Shareholders	65
	 	10.1.5	ABL Reports and Notices	65
	 	10.1.6	Notice of Default, Litigation, and ERISA Matters	65
	 	10.1.7	Real Estate	66
	 	10.1.8	Management Reports	66
	 	10.1.9	Projections	66
	 	10.1.10	Related Transaction Notices	67
	 	10.1.11	Material Contract Notices	67
	 	10.1.12	Information Systems	67
	 	10.1.13	Key Performance Indicators	67
	 	10.1.14	Other Information	68
	10.2	Books, Records, and Inspections	68
	10.3	Maintenance of Property; Insurance	68
	10.4	Compliance with Laws; Payment of Taxes and Liabilities	69
	10.5	Maintenance of Existence, etc	70
	10.6	Use of Proceeds	70
	10.7	Employee Benefit Plans	70
	10.8	Environmental Matters	71
	10.9	Further Assurances	71
	10.10	Lender Meetings	72
	10.11	Deposit Accounts	72
	10.12	SBA PPP Loans	72
	10.13	Post-Closing Items	73
	 	 	 
	SECTION 11	NEGATIVE COVENANTS	73
	11.1	Debt	73
	11.2	Liens	76
	11.3	Restricted Payments	77
	11.4	Mergers, Consolidations, Sales	78
	11.5	Modification of Certain Documents; Organizational Form	79
	11.6	Transactions with Affiliates	80
	11.7	Inconsistent Agreements	80
	11.8	Business Activities	81
	11.9	Investments	81
	11.10	Restriction of Amendments to Certain Documents	82
	11.11	Fiscal Year	82
	11.12	Financial Covenants	82
	 	11.12.1	Fixed Charge Coverage Ratio	82
	 	11.12.2	Senior Net Leverage Ratio	82
	11.13	Compliance with Laws	83
	11.14	Equity Interests of Subsidiaries	83
	11.15	Tax Consolidation	83
	11.16	Bill-and-Hold Sales, Etc	83



 






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	11.17	ABL Obligations	83
	11.18	Optional Prepayments of ABL Term Loan. Not permit any Loan Parties or any of their Subsidiaries to make any voluntary prepayment of Term Loans (as defined in the ABL Loan Agreement) unless the following conditions have been satisfied: (a) no Default or Event of Default has occurred and is continuing or would immediately result therefrom (b) after giving effect to any such voluntary prepayment, Excess Availability is not less than $3,000,000 and (b) Borrower Representative has delivered a certificate to Administrative Agent certifying the satisfaction of the foregoing conditions.	83
	11.19	Fiscal Year End. Not change, or permit any Subsidiary of any Loan Party to change, its fiscal year end.	83
	11.20	OFAC. Not (i) Become a Person whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Party and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079(2001)), (ii) engage in any dealings or transactions prohibited by Section 2 of such executive order, or be otherwise associated with any such Person in any manner violative of such Section 2, or (iii) become a Person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or executive order.	83
	 	 	 
	SECTION 12	EFFECTIVENESS; CONDITIONS OF LENDING, ETC.	84
	12.1	Conditions to Effectiveness	84
	 	12.1.1	Agreement, Notes, and other Loan Documents	84
	 	12.1.2	Authorization Documents	84
	 	12.1.3	Consents, etc	84
	 	12.1.4	Letter of Direction	85
	 	12.1.5	Collateral and Diligence Questionnaire	85
	 	12.1.6	Opinions of Counsel	85
	 	12.1.7	Insurance	85
	 	12.1.8	Related Transaction	85
	 	12.1.9	Payment of Fees	85
	 	12.1.10	Debt to be Repaid	85
	 	12.1.11	Solvency Certificate	85
	 	12.1.12	Search Results; Lien Terminations	86
	 	12.1.13	Filings, Registrations, and Recordings	86
	 	12.1.14	Closing Certificate	86
	 	12.1.15	Financial Statements	86
	 	12.1.16	No Material Adverse Effect	86
	 	12.1.17	Minimum Consolidated EBITDA	86
	 	12.1.18	Closing Leverage	87



 






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	 	12.1.19	Diligence	87
	 	12.1.20	Subordination and Intercreditor Agreements	87
	 	12.1.21	Key Management	87
	 	12.1.22	Know-Your-Customer and Anti-Money Laundering	87
	12.2	Conditions Precedent to all Loans	87
	 	12.2.1	Compliance with Warranties, No Default, etc	87
	 	12.2.2	Confirmatory Certificate	88
	12.3	Conditions Precedent to each Term B Loan	88
	 	12.3.1	Use of Proceeds	88
	 	12.3.2	Financial Tests	88
	 	12.3.3	Minimum Amount	88
	 	 	 	 
	SECTION 13	EVENTS OF DEFAULT AND THEIR EFFECT.	88
	13.1	Events of Default	88
	 	13.1.1	Non-Payment of the Loans, etc	88
	 	13.1.2	Non-Payment of Other Debt	88
	 	13.1.3	Other Material Obligations	89
	 	13.1.4	Bankruptcy, Insolvency, etc	89
	 	13.1.5	Non-Compliance with Loan Documents	89
	 	13.1.6	Representations; Warranties	89
	 	13.1.7	Pension Plans	89
	 	13.1.8	Judgments	90
	 	13.1.9	Invalidity of Loan Documents, etc	90
	 	13.1.10	Change of Control	90
	 	13.1.11	Uninsured Losses	90
	 	13.1.12	Business Disruption; Condemnation	90
	 	13.1.13	Repudiation of or Default under Guaranty and Collateral Agreement	90
	 	13.1.14	Criminal Forfeiture	91
	 	13.1.15	Intercreditor and Subordination Agreements	91
	 	13.1.16	Material Adverse Effect	91
	13.2	Effect of Event of Default	91
	13.3	Credit Bidding	91
	13.4	Curative Equity	92
	 	 	 
	SECTION 14	AGENCY.	93
	14.1	Appointment and Authorization	93
	14.2	[Reserved]	93
	14.3	Delegation of Duties	93
	14.4	Exculpation	94
	14.5	Reliance	94
	14.6	Notice of Default	95
	14.7	Credit Decision	95
	14.8	Indemnification	95



 






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	14.9	Administrative Agent in Individual Capacities	96
	14.10	Successor Administrative Agent	96
	14.11	Collateral Matters	96
	14.12	Restriction on Actions by Lenders	97
	14.13	Administrative Agent May File Proofs of Claim	97
	14.14	Other Agents; Arrangers and Managers	98
	14.15	Protective Advances	98
	 	 	 
	SECTION 15	GENERAL.	99
	15.1	Waiver; Amendments	99
	15.2	Confirmations	100
	15.3	Notices.	101
	 	15.3.1	Generally	101
	 	15.3.2	Electronic Communications	101
	15.4	Computations	101
	15.5	Costs, Expenses and Taxes	102
	15.6	Assignments; Participations.	102
	 	15.6.1	Assignments.	102
	 	15.6.2	Participations	103
	15.7	Register	104
	15.8	GOVERNING LAW	104
	15.9	Confidentiality	105
	15.10	Severability	105
	15.11	Nature of Remedies	106
	15.12	Entire Agreement	106
	15.13	Counterparts	106
	15.14	Successors and Assigns	106
	15.15	Captions	106
	15.16	Customer Identification—USA Patriot Act Notice	106
	15.17	INDEMNIFICATION BY LOAN PARTIES	106
	15.18	Non-Liability of Lenders	107
	15.19	FORUM SELECTION AND CONSENT TO JURISDICTION	108
	15.20	WAIVER OF JURY TRIAL	108
	15.21	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	108
	15.22	Acknowledgement Regarding any Supported QFCs	109
	15.23	Certain ERISA Matters	109
	15.24	ABL Intercreditor Agreement. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, (a) the Liens granted to the Administrative Agent in favor of the Lenders pursuant to this Agreement and the other Loan Documents and the exercise of any right related to any Collateral shall be subject, in each case, to the terms of the ABL Intercreditor Agreement, and (b) in the event of any conflict between the terms and provisions of this Agreement or any other Loan Document, on the one hand, and the terms and provisions of the ABL Intercreditor Agreement, on the other hand, the terms and provisions of the ABL Intercreditor Agreement shall continue.	110



 






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	SECTION 16	JOINT AND SEVERAL LIABILITY	111
	16.1	Applicability of Terms	111
	16.2	Joint and Several Liability	111
	16.3	Benefits and Best Interests	111
	16.4	Accommodations	111
	16.5	Maximum Amount	111
	16.6	Joint Liability Payments	112
	16.7	Financial Condition	112
	16.8	Administrative Agent Authorizations	112
	16.9	Unconditional Obligations	113
	16.10	Notices	113
	16.11	No Impairment of Obligations or Limitation of Liability	113
	16.12	Rights of Contribution and Indemnification	114
	16.13	Subrogation	114
	 	 	 
	SECTION 17	APPOINTMENT OF BORROWER REPRESENTATIVE.	114
	17.1	Appointment	114
	17.2	Additional Appointments	114
	17.3	Reliance	114
	17.4	Termination or Change of Borrower Representative	115



 






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ANNEXES


 


	Annex A	Lenders and Pro Rata Shares
	Annex B	Addresses for Notices


 


SCHEDULES


 


	Schedule 1.1	EBITDA
	schedule 1.2	Ineligible Lenders
	Schedule 9.6	Litigation and Contingent Liabilities
	Schedule 9.8	Equity Ownership
	Schedule 9.16	Insurance
	Schedule 9.17	Real Property
	Schedule 9.19	Deposit and Securities Accounts
	Schedule 9.21	Intellectual Property
	Schedule 9.22	Material Contracts
	Schedule 9.25	Loan Party Information
	Schedule 9.26	Locations of Collateral
	Schedule 11.1	Existing Debt
	Schedule 11.2	Existing Liens
	Schedule 11.9	Investments
	Schedule 12.1	Debt to be Repaid


 


EXHIBITS


 


	Exhibit A	Form of Note (Section 3.1)
	Exhibit B	Form of Compliance Certificate (Section 10.1.3)
	Exhibit C	Form of Assignment Agreement (Section 15.6.1)
	Exhibit D	Form of Notice of Borrowing (Section 2.2.2)



 






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Credit Agreement


 


This
Credit Agreement dated as of October 19, 2020 (this “Agreement”) is entered into among QUEST RESOURCE
HOLDING CORPORATION, a Nevada corporation (“Holdings”); QUEST RESOURCE MANAGEMENT GROUP, LLC, a Delaware limited
liability company (the “Company”); each of the Affiliates of the Company that are or may from time to time become
parties hereto (together with the Company, the “Borrowers”); the financial institutions that are or may from
time to time become parties hereto (together with their respective successors and assigns, the “Lenders”); and
Monroe Capital Management Advisors, LLC, a Delaware limited liability company
(“Monroe Capital”), as administrative agent for the Lenders.


 


The Company is a Wholly-Owned
Subsidiary of Holdings. The Company will acquire substantially all of the assets of Green Remedies Waste and Recycling, Inc., a
North Carolina corporation (“Green Remedies”), pursuant to the Closing Date Acquisition Agreement (that acquisition,
the “Related Transaction”) and contribute such assets to the Company and its Subsidiaries.


 


The Company has requested
that the Lenders make Loans to provide the funds required to finance a portion of the Related Transaction, to repay the Debt to
be Repaid, and to provide for the ongoing general corporate purposes and working capital needs of Borrowers as further provided
in this Agreement, up to an aggregate principal amount of $24,000,000 in the form of (a) Term A Loans to Borrowers on
the Closing Date in an aggregate principal amount not to exceed $11,500,000 and (c) Term B Loans to Borrowers during
the Term B Loan Availability Period in an aggregate principal amount not to exceed $12,500,000, and the Lenders are willing
to do so on the terms and conditions set forth in this Agreement.


 


To secure the Loans
and other Obligations, Borrowers and the other Loan Parties are granting to Administrative Agent, for the benefit of Administrative
Agent and Lenders, a security interest in and lien upon substantially all of Borrowers’ and the other Loan Parties’
real and personal property.


 


In consideration of
the mutual agreements contained in this Agreement, the parties hereby agree as follows:


 


		Section 1	DEFINITIONS.



 


1.1             
Definitions. When used in this Agreement the following terms have the following meanings:


 


“ABL Agent”
means BBVA USA, or in the case of any replacement or refinancing of the ABL Loan Agreement permitted under the ABL Intercreditor
Agreement, the person identified as the “ABL Agent” or comparable term pursuant to the such replacement or refinancing
documentation.


 


“ABL Intercreditor
Agreement” means that certain Intercreditor Agreement, dated as of the Closing Date, by and among the ABL Agent and the
Administrative Agent, as amended, modified, supplemented, restated, refinanced, refunded or replaced in whole or in part from time
to time in accordance with the terms therein.


 






    


    


    

 


“ABL Lenders”
means the lender or group of lenders party to the ABL Loan Documents.


 


“ABL Loan
Agreement” means that certain Loan, Security and Guaranty Agreement, dated August 5, 2020 (as amended by that certain
Joinder and First Amendment to Loan, Security and Guaranty Agreement (the “ABL Loan Agreement Amendment”) and
as further amended, restated, supplemented or modified as permitted by the ABL Intercreditor Agreement) by and among the Company
and Landfill Diversion Innovations, L.L.C., as borrowers, and BBVA USA, as a lender and as administrative agent and collateral
agent for any other lenders party thereto from time to time.


 


“ABL Loan
Agreement Amendment” is defined in the definition of ABL Loan Agreement, as amended, restated, supplemented or modified
as permitted by the ABL Intercreditor Agreement.


 


“ABL Loan
Documents” means the “Loan Documents” as defined in the ABL Loan Agreement or any comparable term.


 


“ABL Obligations”
means the “Obligations” as defined in the ABL Loan Agreement or any comparable term, not to exceed the amount of any
Debt permitted pursuant to Section 11.1(k).


 


“ABL Priority
Collateral” is defined in the ABL Intercreditor Agreement.


 


“Acquisition”
means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the
acquisition of all or substantially all of the assets of a Person, or of all or substantially all of any business or division of
a Person, (b) the acquisition of in excess of 50% of the Equity Interests of any Person, or otherwise causing any Person to
become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that
is already a Subsidiary).


 


“Administrative
Agent” means Monroe Capital in its capacity as administrative agent for the Lenders under this Agreement and any successor
thereto in that capacity.


 


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


 


“Affected
Loan” is defined in Section 8.3.


 


“Affiliate”
of any Person means (a) any other Person which, directly or indirectly, controls or is controlled by or is under common control
with that Person, (b) any officer or director of that Person and (c) with respect to any Lender, any entity administered
or managed by that Lender or an Affiliate or investment advisor thereof and which is engaged in making, purchasing, holding or
otherwise investing in commercial loans. A Person will be deemed to be “controlled by” any other Person if that other
Person possesses, directly or indirectly, power to vote 10% or more of the securities (on a fully diluted basis) having ordinary
voting power for the election of directors or managers or power to direct or cause the direction of the management and policies
of that Person whether by contract or otherwise. Unless expressly stated otherwise in this Agreement, none of the following Persons
will be deemed an Affiliate of any Loan Party: (i) Administrative Agent; (ii) any Lender or (iii) the Warrant Holder
or any of its affiliates.


 






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“Affiliated
Funds” means, with respect to any Person, a fund that is an Affiliate of that Person, that invests in portfolio companies
and that is managed by that Person or by the same management company that manages that Person.


 


“Agent Fee
Letter” means the fee letter dated as of the date of this Agreement between Borrowers and Administrative Agent.


 


“Agreement”
is defined in the introductory clause of this Agreement.


 


“Allocable
Amount” is defined in Section 16.6.


 


“Applicable
Margin” means, as of any date of determination, the applicable rate per annum set forth in the following table that corresponds
to the Senior Debt to EBITDA Ratio calculation as set forth in the most recent Compliance Certificate delivered to Administrative
Agent pursuant to Section 10.1.3. For the period from the Closing Date through the date that Administrative Agent receives
the Compliance Certificate for the Computation Period ending December 31, 2020, the Applicable Margin will be the rate per annum
in the row styled “Level II”. In addition, at any time that an Event of Default has occurred and is continuing,
the Applicable Margin will be the rate per annum in the row styled “Level V”:


 


	Level	Senior
    Debt to EBITDA Ratio	Applicable Margin

                                                                                for LIBOR Loans
	Applicable Margin

                                                                                for Base Rate Loans

	I	< 2.00x	7.50%	5.50%
	II	≥ 2.00x and < 2.50x	8.50%	6.50%
	III	≥ 2.50x and < 3.00x	9.00%	7.00%
	IV	≥ 3.00x and < 3.50x	9.50%	7.50%
	V	≥ 3.50x	10.50%	8.50%
	 	 	 	 


Except as otherwise
set forth in this definition, the Applicable Margin will be based upon the most recent Compliance Certificate. Except as otherwise
set forth in this definition, the Applicable Margin will be re-determined quarterly on the first day of the month following the
date of delivery to Administrative Agent of the applicable Compliance Certificate pursuant to Section 10.1.3. If Borrowers
fail to furnish or cause Borrower Representative to furnish any Compliance Certificate when that Compliance Certificate is due,
then the Applicable Margin will be the rate per annum in the row styled “Level V” as of the first day of the month
following the date on which that Compliance Certificate was required to be delivered until the date on which that Compliance Certificate
is delivered, on which date (but not retroactively), without constituting a waiver of any Default or Event of Default occasioned
by the failure to timely deliver that Compliance Certificate, the Applicable Margin will be set at the rate per annum based upon
the calculations disclosed by that Compliance Certificate. If any information contained in any Compliance Certificate delivered
pursuant to Section 10.1.3 is shown to be inaccurate, and that inaccuracy, if corrected, would have led to the application
of a higher Applicable Margin for any period than the Applicable Margin actually applied for that period, then (i) Borrowers
shall promptly deliver or cause to be delivered to Administrative Agent and each Lender a correct Compliance Certificate for that
period; (ii) the Applicable Margin will be determined as if the correct Applicable Margin (as set forth in the table above) were
applicable for that period (irrespective of whether a correct Compliance Certificate is delivered); and (iii) Borrowers shall
promptly (but in any event within two Business Days after delivery of that corrected Compliance Certificate or after demand
by Administrative Agent) deliver to Administrative Agent full payment in respect of the accrued additional interest as a result
of the increased Applicable Margin for that period, which payment Administrative Agent shall promptly apply to the affected Obligations.


 






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“Applicable
Premium” is defined in the Agent Fee Letter.


 


“Approved
Fund” means (a) any Person (other than a natural person) engaged in making, purchasing, holding, or investing in
commercial loans and similar extensions of credit and that is advised, administered, or managed by a Lender, an Affiliate of a
Lender (or an entity or an Affiliate of an entity that administers, advises or manages a Lender); (b) with respect to any
Lender that is an investment fund, any other investment fund that invests in loans and that is advised, administered or managed
by the same investment advisor as that Lender or by an Affiliate of that investment advisor; and (c) any third party that
provides “warehouse financing” to a Person described in clause (a) or (b) (and any Person described
in clause (a) or (b) will also be deemed an Approved Fund with respect to any such third party providing warehouse
financing).


 


“Asset Disposition”
means the sale, sale leaseback, lease, assignment, disposition, division, or other transfer for value by any Loan Party to any
Person of any asset of that Loan Party (including, the loss, destruction or damage of any thereof or any actual or threatened (in
writing to any Loan Party) condemnation, confiscation, requisition, seizure or taking thereof) other than as permitted by clauses
(iii), (iv), (v), (vi), (vii) and (viii) of Section 11.4.


 


“Assignee”
is defined in Section 15.6.1.


 


“Assignment
Agreement” is defined in Section 15.6.1.


 


“Attorney
Costs” means, with respect to any Person, all reasonable out-of-pocket invoiced fees and charges of any counsel to that
Person and all court costs and similar legal expenses.


 


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


 


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


 






    4


    


    

 


“Bankruptcy
Code” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. § 101 et seq.), as amended and in
effect from time to time and the regulations issued from time to time thereunder.


 


“Base Rate”
means, for any day, a rate per annum equal to the highest of (a) the Prime Rate, (b) the sum of one-half of one percent (0.50%)
per annum and the Federal Funds Rate, (c) the sum of (x) LIBOR calculated for each such day determined two (2) Business Days prior
to such day (but for the avoidance of doubt, not less than one and one-quarter percent (1.25%) per annum), plus (y) the
excess of the Applicable Margin for LIBOR Rate Loans over the Applicable Margin for Base Rate Loans, in each instance, as of such
day and (d) three and one-quarter percent (3.25%) per annum. Any change in the Base Rate due to a change in any of the foregoing
shall be effective on the effective date of such change in the “bank prime loan” rate, the Federal Funds Rate or LIBOR
for an interest period of one (1) month.


 


“Base Rate
Loan” means any Loan which bears interest at or by reference to the Base Rate.


 


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


 


“Borrower”
is defined in the introductory clause of this Agreement.


 


“Borrower
Representative” means the Company or any other Person appointed as “Borrower Representative” under and in
accordance with Section 17.


 


“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 and, in the case of a Business Day that relates to a LIBOR Loan, on which dealings
are carried on in the London interbank eurodollar market.


 


“Capital Expenditures”
means all expenditures that, in accordance with GAAP, would be required to be capitalized and shown on the consolidated balance
sheet of the Company and its Subsidiaries, including expenditures in respect of Capital Leases, but excluding any such expenditures
made in connection with the replacement, substitution, or restoration of assets to the extent financed (i) from insurance
proceeds (or other similar recoveries) paid on account of the loss of or damage to the assets being replaced or restored,
(ii) with awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced, (iii) with
assets traded or exchanged for that replacement, substitution, or restoration of assets, or (iv) with Net Cash Proceeds from
a sale, lease, assignment, disposition, or other transfer for value of the type specifically described in clause (a) of the
definition of “Asset Disposition.”


 


“Capital Lease”
means, with respect to any Person, any lease of (or other agreement conveying the right to use) any real or personal property by
that Person that, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of that Person and specifically
excludes the effects of Accounting Standards Update 2016-02, Leases (Topic 842).


 






    5


    


    

 


“CARES Act”
means the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act and applicable rules and regulations, as amended
from time to time.


 


“CARES Forgivable
Uses” means uses of proceeds of SBA PPP Loans that are eligible for forgiveness under Section 1106 of the CARES Act.


 


“CARES Payroll
Costs” means “payroll costs” as defined in 15 U.S.C. 636(a)(36)(A)(viii) (as added to the Small Business
Act by Section 1102 of the CARES Act).


 


“Cash Equivalent
Investment” means, at any time, (a) any evidence of Debt, maturing not more than one year after that time, issued
or guaranteed by the United States Government or any agency thereof; (b) commercial paper, maturing not more than one year
from the date of issue, or corporate demand notes, in each case (unless issued by a Lender or its holding company) rated at least
A-l by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. or P-l by Moody’s
Investors Service, Inc.; (c) any certificate of deposit, time deposit, or banker’s acceptance, maturing not more than
one year after that time, or any overnight Federal Funds transaction that is issued or sold by any Lender or its holding company
(or by a commercial banking institution that is a member of the Federal Reserve System and has a combined capital and surplus and
undivided profits of not less than $500,000,000); (d) any repurchase agreement entered into with any Lender (or commercial
banking institution of the nature referred to in clause (c)) which (i) is secured by a fully perfected security
interest in any obligation of the type described in any of clauses (a) through (c) above and (ii) has a market
value at the time that repurchase agreement is entered into of not less than 100% of the repurchase obligation of that Lender (or
other commercial banking institution) thereunder; (e) money market accounts or mutual funds which invest exclusively in assets
satisfying the foregoing requirements; and (f) other short-term liquid investments approved in writing by Administrative Agent.


 


“Change in
Law” means the adoption or phase-in of, or any change in, in each case after the date of this Agreement, any applicable
law, rule, or regulation, or any change in the interpretation or administration of any applicable law, rule, or regulation by any
governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance
by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank, or comparable
agency. For purposes of this Agreement, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules,
guidelines, or directives thereunder or issued in connection therewith, and 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 regulatory authorities, in each case pursuant to Basel III, will, in each case, be deemed to have been adopted
and gone into effect after the date of this Agreement.


 


“Change of
Control” means the occurrence of any of the following events: (a)  any Person or “group” (within the
meaning of Rules 13d-3 and 13d-5 under the Exchange Act) (other than the Warrant Holders or any of its affiliates) (i) shall, directly
or indirectly, have acquired beneficial ownership or control of (x) 35% or more on a fully diluted basis of (1) the voting interests
in the Equity Interests in Holdings and/or (2) the economic interests in the Equity Interests in Holdings, or (ii) shall, directly
or indirectly, have obtained the power (whether or not exercised) to elect a majority of the members of the board of directors
(or similar governing body) of Holdings (b) except to the extent a merger or consolidation transaction is expressly permitted
by Section 11.4 or a liquidation or dissolution of a domestic Wholly-Owned Subsidiary of a Borrower is expressly permitted
by Section 11.4, Holdings ceases to, directly or indirectly, own and control 100% of each class of the outstanding Equity
Interests of each Subsidiary of Holdings; (c) a "Change of Control" or comparable term as that term is defined in the
ABL Loan Agreement occurs; (d) a change in the majority of the directors of Holdings during any 24 month period, unless approved
by the majority of directors serving at the beginning of such period; (e) the sale or transfer of all or substantially all assets
of any Borrower (other than as a result of a transaction permitted by Section 11.4); (f) Daniel Friedberg is no longer the
chairman of the board of directors (or similar governing body) of Holdings performing the same or similar role that he is performing
on the Closing Date; provided, that, to the extent Daniel Friedberg dies or becomes incapacitated and is no longer able serve in
such capacity, the Borrowers shall have ninety (90) days to select a replacement reasonably satisfactory to the Administrative
Agent; (g) Daniel Friedberg sells or otherwise transfers, directly or indirectly, any Equity Interests in Holdings (other than
any transfer into an investment vehicle that is 100% owned and controlled Daniel Friedberg solely for estate planning purposes)
to the extent that immediately after giving effect to such sale or transfer Daniel Friedberg would own and control, directly or
indirectly, less than $2,000,000 of Equity Interests of Holdings (measured at the fair market value at the time of such sale or
transfer); provided, however, that this clause (g) shall no longer apply upon the transfer or assignment of more than 50% of (1)
the Term A Loans funded on the Closing Date and (2) the Term B Loan Commitment as of the Closing Date (or, if the Term B Loan Commitment
is terminated or no longer available after the Closing Date, the outstanding principal amount of the Term B Loan), in each case,
to Persons that were not Lenders on the Closing Date (other than transfers to any of Monroe Capital’s Affiliates and investment
vehicles); or (h) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) (other
than the Warrant Holders or any of its affiliates) other than Daniel Friedberg has the power, directly or indirectly, to appoint
more than one (1) director to the board of directors of Holdings.


 






    6


    


    

 


“Closing Date”
is defined in Section 12.1.


 


“Closing Date
Acquisition” means that acquisition by Holdings or its Subsidiaries of assets of Green Remedies pursuant to the Closing
Date Acquisition Agreement.


 


“Closing Date
Acquisition Agreement” means that certain Asset Purchase Agreement, dated as of October 19, 2020 (as amended, restated,
supplemented or otherwise modified as permitted hereunder), by and among the Company, Holdings, Green Remedies and Alan Allred.


 


“Closing Date
Seller Note” that certain Unsecured Subordinated Promissory Note executed by Holdings in favor of Green Remedies.


 


“Closing Date
Seller Note Subordination Agreement” means that certain Subordination Agreement, dated as of the Closing Date, between
Green Remedies, the ABL Agent and the Administrative Agent and acknowledged by Holdings.


 






    7


    


    

 


“Closing Date
Transactions” means the execution, delivery and performance by Borrowers and the other Loan Parties of this Agreement,
the ABL Loan Agreement Amendment, the Closing Date Acquisition Agreement and all other documents and agreements executed in connection
with the execution of the foregoing, and all other transactions related to any of the foregoing and contemplated to have occurred
on or as of the Closing Date, including the Closing Date Acquisition and the payment of premiums, fees and expenses in connection
with the foregoing


 


“Closing Date
Warrant” is defined in the definition of Warrants.


 


“Code”
means the Internal Revenue Code of 1986.


 


“Collateral”
means “Collateral” (as defined in the Guaranty and Collateral Agreement) and any and all other property now or hereafter
securing Obligations.


 


“Collateral
Access Agreement” means an agreement in form and substance reasonably satisfactory to Administrative Agent pursuant to
which a mortgagee or lessor of real property on which collateral or books or records are stored or otherwise located, or a warehouseman,
processor, or other bailee of inventory or other property owned by any Loan Party, acknowledges the Liens of Administrative Agent,
waives or subordinates any Liens held by that Person on that property, and, in the case of any such agreement with a mortgagee
or lessor, permits Administrative Agent reasonable access to and use of the applicable real property following the occurrence and
during the continuance of an Event of Default to assemble, complete, and sell any Collateral stored or otherwise located on that
real property.


 


“Collateral
and Diligence Questionnaire” means a collateral and diligence questionnaire executed and delivered to Administrative
Agent by a Loan Party.


 


“Collateral
Documents” means, collectively, the Guaranty and Collateral Agreement, each Mortgage, each Mortgage-Related Document,
each Collateral Access Agreement, each Control Agreement, each Intellectual Property Security Agreement, and any other agreement
or instrument pursuant to which any Borrower, any Subsidiary or any other Person grants or purports to grant collateral to Administrative
Agent for the benefit of Administrative Agent and the Lenders or otherwise relates to any such collateral.


 


“Commitment”
means, as to any Lender, that Lender’s commitment to make Loans under this Agreement. The initial amount of each Lender’s
Commitment is set forth on Annex A.


 


“Company”
is defined in the recitals of this Agreement.


 


“Competitor”
means any Person that is a bona fide direct operating company competitor or vendor of, and in the same industry (or an industry
offering a substitute product or service) and market as, the Borrowers and its Subsidiaries.


 


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


 






    8


    


    

 


“Computation
Period” means each period of 4 consecutive Fiscal Quarters ending on the last day of a Fiscal Quarter.


 


“Consolidated
EBITDA” means, for any period, the sum of (a) EBITDA for such period, plus, (b) to the extent a Permitted Acquisition
or permitted Asset Disposition has been consummated during such period (each, a “Subject Transaction”), Consolidated
EBITDA shall be calculated with respect to such period on a pro forma basis (which pro forma adjustments shall be certified by
a Chief Financial Officer of the Company and may only be included in determining such compliance to the extent approved by Administrative
Agent in its reasonable discretion) using the historical financial statements of any business so acquired or to be acquired or
sold or to be sold and the consolidated financial statements of Holdings and its Subsidiaries, which shall be reformulated as if
such Subject Transaction, and any Debt incurred or repaid in connection therewith, had been consummated or incurred or repaid at
the beginning of such period (and assuming that such Debt bears interest during any portion of the applicable measurement period
prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during
such period); provided, that, notwithstanding anything to the contrary in this Agreement, any adjustments specified in this
clause (b) shall be subject to the approval of Administrative Agent in its reasonable discretion for all purposes of this Agreement
or shall be supported by a quality of earnings report from a reputable third party reasonably acceptable to the Administrative
Agent (the foregoing calculation of Consolidated EBITDA in this clause (b), “Pro Forma EBITDA”); provided,
that, in no event shall the aggregate amount of addbacks and adjustments set forth in clauses (a)(xv), (a)(xvi), (a)(xix) and (a)(xx)
of the definition of EBITDA when combined with adjustments taken in calculating Pro Forma EBITDA exceed twenty percent (20%) of
Consolidated EBITDA in any period (calculated after giving effect to any such addbacks and adjustments).


 


“Consolidated
Net Income” means, with respect to Holdings and its Subsidiaries for any period, in each case as determined in accordance
with GAAP, the consolidated net income (or loss) of Holdings and its Subsidiaries for that period, excluding (a) any gains
from Asset Dispositions; (b) any extraordinary gains; (c) the income (or loss) of any Loan Party during that period in which
any other Person has a joint interest, except to the extent of the amount of cash dividends or other distributions actually paid
in cash to that Loan Party during that period; (d) the income (or loss) of any Person during that period and accrued prior to the
date it becomes a Subsidiary of Holdings or is merged into or consolidated with a Loan Party or that Person’s assets are
acquired by a Loan Party; (e) the income of any Loan Party to the extent that the declaration or payment of dividends or similar
distributions by that Loan Party of that income is not at the time permitted by operation of the terms of its organizational documents,
its governing documents, or any agreement, instrument, judgment, decree, order, statute, rule; or governmental regulation applicable
to that Loan Party; and (f) any gains from discontinued operations.


 


“Contingent
Liability” means, with respect to any Person, each obligation and liability of that Person and all such obligations and
liabilities of that Person incurred pursuant to any agreement, undertaking or arrangement by which that Person: (a) guarantees,
endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide
funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the
indebtedness, dividend, obligation or other liability of any other Person in any manner (other than by endorsement of instruments
in the course of collection), including any indebtedness, dividend or other obligation which may be issued or incurred at some
future time; (b) guarantees the payment of dividends or other distributions upon the Equity Interests of any other Person;
(c) undertakes or agrees (whether contingently or otherwise): (i) to purchase, repurchase, or otherwise acquire any indebtedness,
obligation or liability of any other Person or any property or assets constituting security therefor, (ii) to advance or provide
funds for the payment or discharge of any indebtedness, obligation or liability of any other Person (whether in the form of loans,
advances, stock purchases, capital contributions, or otherwise), or to maintain solvency, assets, level of income, working capital,
or other financial condition of any other Person, or (iii) to make payment to any other Person other than for value received;
(d) agrees to lease property or to purchase securities, property, or services from any other Person with the purpose or intent
of assuring the owner of that indebtedness or obligation of the ability of that other Person to make payment of the indebtedness
or obligation; (e) to induce the issuance of, or in connection with the issuance of, any letter of credit for the benefit
of any other Person; or (f) undertakes or agrees otherwise to assure a creditor against loss. The amount of any Contingent
Liability will (subject to any limitation set forth in this Agreement) be deemed to be the outstanding principal amount (or maximum
permitted principal amount, if larger) of the indebtedness, obligation or other liability guaranteed or supported thereby.


 






    9


    


    

 


“Control Agreement”
means each deposit account control agreement or securities account control agreement, as applicable, entered into by a Loan Party,
each depository institution or securities intermediary party thereto and Administrative Agent in form and substance reasonably
satisfactory to Administrative Agent.


 


“Controlled
Group” means all members of a controlled group of corporations, all members of a controlled group of trades or businesses
(whether or not incorporated) under common control and all members of an affiliated service group which, together with any Borrower
or any Subsidiary of a Borrower, are treated as a single employer under Section 414 of the Code or Section 4001 of ERISA.


 


“Covered Entity”
means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 382.2(b).


 


“Covered Party”
has the meaning assigned to such term in Section 15.22.


 


“Credit Facilities”
means the credit facilities provided under this Agreement and the other Loan Documents.


 


“Curative
Equity” means the making of capital contributions to Holdings or the issuance of common Equity Interests by Holdings
(other than Disqualified Equity Interests), in each case that are concurrently contributed to one or more Borrowers, for the purposes
of, and in accordance with, Section 13.4.


 






    10


    


    

 


“Debt”
of any Person means, without duplication, (a) all indebtedness of that Person for borrowed money; (b) all indebtedness
evidenced by bonds, debentures, notes or similar instruments; (c) all obligations of that Person as lessee under Capital Leases
which have been or should be recorded as liabilities on a balance sheet of that Person in accordance with GAAP; (d) all obligations
of that Person to pay the deferred purchase price of property or services (excluding trade accounts payable in the ordinary course
of business); (e) all indebtedness secured by a Lien on the property of that Person, whether or not that indebtedness has
been assumed by that Person, but if that Person has not assumed or otherwise become liable for that indebtedness, then that indebtedness
will be measured at the fair market value of the property securing that indebtedness at the time of determination; (f) all
obligations, contingent or otherwise, with respect to the face amount of all letters of credit (whether or not drawn), bankers’
acceptances, and similar obligations issued for the account of that Person; (g) all Hedging Obligations of that Person; (h) all
Contingent Liabilities of that Person; (i) all Debt of any partnership of which that Person is a general partner; (j) all
earn-outs and similar obligations; (k) all monetary obligations under any receivables factoring, receivable sale, or similar
transactions and all monetary obligations under any synthetic lease, tax ownership/operating lease, off-balance sheet financing,
or similar financing; and (l) any Disqualified Equity Interests of that Person or other equity instrument of that Person,
whether or not mandatorily redeemable, that under GAAP is characterized as debt, whether pursuant to financial accounting standards
board issuance No. 150 or otherwise.


 


“Debt to be
Repaid” means the Debt listed on Schedule 12.1.


 


“Default”
means any event that, if it continues uncured, will, with lapse of applicable cure or grace periods or notice or both, constitute
an Event of Default.


 


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


 


“Defaulting
Lender” means any Lender that (a) has failed to fund any portion of the Loans required to be funded by it under
this Agreement within one Business Day of the date required to be funded by it under this Agreement; (b) has otherwise failed
to pay over to Administrative Agent or any other Lender any other amount required to be paid by it under this Agreement within
one Business Day of the date when due, unless the subject of a good faith dispute; (c) has, or has a parent company that has,
(i) been deemed insolvent or become the subject of an Insolvency Proceeding, or (ii) become the subject of a Bail-In
Action; (d) has notified any Borrower, Administrative Agent, or any Lender that it does not intend to comply with any of its
funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its
funding obligations under this Agreement or under other agreements in which it commits to extend credit; or (e) has failed
to confirm within three Business Days of a request by Administrative Agent that it will comply with the terms of this Agreement
relating to its obligations to fund Loans.


 


“Disqualified
Equity Interest” means any Equity Interest (other than the Warrants) that, by its terms (or by the terms of any security
or other Equity Interest into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition,
in each case before the date that is 180 days after the later of the Termination Date or the Revolving Credit Maturity Date
(as defined in the ABL Credit Agreement), (a) matures or is mandatorily redeemable (other than solely for Qualified Equity
Interests), pursuant to a sinking-fund obligation or otherwise (except as a result of a change of control or asset sale so long
as any rights of the holders thereof upon the occurrence of a change of control or asset sale event are subject to the prior repayment
in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments); (b) is
redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part; (c) provides
for the scheduled payments of dividends in cash or (d)  is or becomes convertible into or exchangeable for Debt or any
other Equity Interests that would constitute Disqualified Equity Interests.


 






    11


    


    

 


“Dollar”
and the sign “$” mean lawful money of the United States of America.


 


“EBITDA”
means, for any period, Consolidated Net Income for such period plus, to the extent deducted in determining such Consolidated Net
Income for such period (other than in the case of clauses (a)(xvi) and (a)(xviii)) and without duplication, the sum of:


 


(a)    
 


 


(i)               
Interest Expense, net of interest income, plus


 


(ii)             
income, profits or franchise tax expense, plus


 


(iii)          
depreciation and amortization (including amortization of intangible assets and amortization of deferred financing fees or
costs), plus


 


(iv)           
transaction expenses not capitalized and incurred on or before the Closing Date or within one hundred eighty (180) days
after the Closing Date in connection with the Closing Date Transactions and the Loans in an aggregate amount not to exceed $1,400,000,
plus


 


(v)             
non-recurring transaction fees, expenses and costs (including, without limitation, any of their respective advisors, legal
counsels, agents or representatives) incurred in connection with the administration of, any amendment to or any consent or waiver
under, the Loan Documents in an aggregate amount not to exceed $250,000 in any Fiscal Year, plus


 


(vi)           
non-cash charges related to the impairment of goodwill, plus


 


(vii)         
fees and expenses of Holdings payable in cash during such period to reimburse the costs and expenses of the board of directors
(or other similar governing bodies) of Holdings; provided the aggregate amount of this clause (vii) shall not exceed $50,000 in
any Fiscal Year, plus


 


(viii)      
non-cash expenses related to compensation arrangements pursuant to the grant of stock or other equity interest-based compensation
and any option plan, plus


 


(ix)           
non-cash charges and expenses related to purchase accounting adjustments, plus


 






    12


    


    

 


(x)             
other non-cash charges, expenses and losses (other than with respect to accounts receivable and/or inventory), plus


 


(xi)           
non-recurring fees and transaction expenses not capitalized and incurred in connection with any consummated Permitted Acquisition
(whether on or prior to the closing date of such Permitted Acquisition or within one hundred eighty (180) days after such closing
date) in an aggregate amount not to exceed $500,000 per Fiscal Year, plus


 


(xii)         
non-recurring fees and transaction expenses not capitalized and incurred in connection with any unconsummated Permitted
Acquisition in an aggregate amount not to exceed $250,000 per Fiscal Year, plus


 


(xiii)       
indemnification expenses that are actually reimbursed in cash by a third party and documented with notification to the Administrative
Agent, plus


 


(xiv)       
expenses incurred to replace or repair tangible assets of the Holdings and its Subsidiaries to the extent actually reimbursed
or with respect to which Borrowers have determined that a reasonable basis exists for reimbursement (and for which the applicable
insurer has not rejected the claim), in each case in cash by third party insurance and only to the extent that such amount is in
fact reimbursed within one hundred eighty (180) days of such expenses being incurred (with a deduction in the applicable future
period for any amount so added back to the extent not so reimbursed within such one hundred eighty (180) days), plus


 


(xv)         
reasonable and documented integration costs in connection with Permitted Acquisitions in an aggregate amount not to exceed
$250,000 per Fiscal Year, plus


 


(xvi)       
general non-recurring and pro forma synergies, operating improvements, cost savings or restructurings (collectively, “Cost
Savings”) of the business of Borrowers resulting from actions of Borrowers already taken and to the extent satisfactory
to the Administrative Agent and Borrowers determine in good faith that such Cost Savings are reasonable and are factually supportable,
as set forth in a certificate signed by the Senior Officer of the Borrowers or Holdings certifying that (1) such Cost Savings are
expected to have a continuing impact and are reasonably identifiable and quantifiable (without duplication of the amount of actual
benefits realized during such period from such action) and (2) such Cost Savings are reasonably anticipated to be realized within
6 months; plus


 


(xvii)     
all non-cash charges of the Borrowers and Holdings relating to earn-outs and contingent acquisition consideration or changes
in the valuation thereof to the extent related to Permitted Acquisitions; plus


 


(xviii)   
cash proceeds from any business interruption insurance covering lost profits to the extent not already included in the calculation
of Consolidated Net Income, plus


 


(xix)       
non-recurring expenses or losses (other than with respect to lost profit, lost revenue or similar losses) attributable to
the COVID-19 pandemic or a related epidemiological event in an aggregate amount not to exceed $250,000 during the term of this
Agreement, plus


 






    13


    


    

 


(xx)         
other extraordinary, unusual, or non-recurring expenses or losses not to exceed $250,000 in any Fiscal Year (or such greater
amount to the extent approved in writing by Administrative Agent), plus


 


(xxi)       
non-recurring transaction fees, expenses and costs (including, without limitation, any of their respective advisors, legal
counsels, agents or representatives) incurred in connection with any transactions in the public markets in an aggregate amount
not to exceed $250,000 in any Fiscal Year; plus


 


(xxii)     
non-recurring reasonable, documented charges and
expenses related to recruiting expenses (including relocation and moving expenses), signing bonuses, severance expenses, restructuring,
business separation expenses, office relocation, moving, lease termination and other, related expenses, in an aggregate amount
not to exceed $250,000 per fiscal year, plus


 


(xxiii)   
costs and expenses for non-recurring IT related projects and upgrades not to exceed $750,000 (subject to the proviso
at the end of this definition) in the aggregate during the term of this Agreement;


 


minus


 


(b)    
to the extent included in determining the Consolidated Net Income of Holdings and its Subsidiaries, all non-cash gains;


 


provided, that,
notwithstanding anything to the contrary contained herein (1) in no event shall the aggregate amount of addbacks and adjustments
set forth in clauses (a)(xv), (a)(xvi), (a)(xix), (a)(xx), (a)(xxii) and (a)(xxiii) (but, solely with respect to clause (a)(xxiii),
the only amounts included in such aggregate cap shall be amounts above $250,000) and in calculating Pro Forma EBITDA exceed 20%
of Consolidated EBITDA in any period (calculated after giving effect to any such addbacks and adjustments) and (2) in any event,
EBITDA shall not include (x) any addback resulting from any lost revenue, earnings, margins or associated costs and expenses due
to the COVID-19 pandemic or other similar epidemiological event (other than those expressly set forth in clause (a)(xix) above),
(y) any addback with respect to any write-down or write-off of inventory or accounts receivable or (z) any income or reduction
in expense attributable to Debt funded under the CARES Act attributed to IAS whether acknowledged as grant income pursuant to IAS
20, or a contribution pursuant to ASC 958-605 or otherwise. Notwithstanding the foregoing, for each calendar month set forth in
Schedule 1.1, EBITDA for all purposes shall be deemed to be the amount set forth in Schedule 1.1 opposed such month.


 


“ECF Percentage”
means, with respect to the Excess Cash Flow for any Fiscal Year, the following percentages, as applicable: (a) if the Senior Debt
to EBITDA Ratio as of the last day of such Fiscal Year is less than 2.00 to 1.00 and Consolidated EBITDA is at least $5,000,000,
25%; and (b) otherwise, 50%.


 






    14


    


    

 


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


 


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


 


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


 


“Eligible
Assignee” means any commercial bank, any finance company, any investment fund or other fund that invests in loans, or
any Affiliate of any of the foregoing, other than those institutions identified as Ineligible Lenders.


 


“Environmental
Agreement” means each agreement of the Loan Parties with respect to any real estate subject to a Mortgage, pursuant to
which Loan Parties agree to indemnify and hold harmless Administrative Agent and Lenders from liability under any Environmental
Laws.


 


“Environmental
Claims” means all claims, however asserted, by any governmental, regulatory or judicial authority or other Person alleging
potential liability or responsibility for violation of any Environmental Law, or for release of Hazardous Substances or injury
to the environment.


 


“Environmental
Laws” means all present or future federal, state or local laws, statutes, common law duties, rules, regulations, ordinances
and codes, together with all administrative or judicial orders, consent agreements, directed duties, requests, licenses, authorizations
and permits of, and agreements with, any governmental authority, in each case relating to any matter arising out of or relating
to public health and safety, or pollution or protection of the environment or workplace, including any of the foregoing relating
to the presence, use, production, generation, handling, transport, treatment, storage, disposal, distribution, discharge, emission,
release, threatened release, control or cleanup of any Hazardous Substance.


 


“Equity Interests”
means, with respect to any Person, all shares, interests, participations or other equivalents (however designated, whether voting
or non-voting) of that Person’s equity capital, whether now outstanding or issued or acquired after the Closing Date, including
common shares, preferred shares, membership interests in a limited liability company, limited or general partnership interests
in a partnership, interests in a trust, interests in other unincorporated organizations, or any other equivalent of any such ownership
interest.


 


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


 


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


 






    15


    


    

 


“Event of
Default” means any of the events described in Section 13.1.


 


“Excess Availability”
means “Excess Availability” as such term is defined under the ABL Loan Agreement as in effect on the date hereof.


 


“Excess Cash
Flow” means, for any period, the remainder of (a) the sum of (i) EBITDA for such period, plus (ii) any net decrease in
net working capital during such period, minus (b) the sum, without duplication, of the following amounts to the extent such payments
are permitted under the Loan Documents and are made using Internally Generated Cash:


 


(i)               
scheduled repayments of principal of all funded debt for borrowed money (other than (x) payments of revolving Debt that
do not include a dollar-for-dollar commitment reduction and (y) payments of principal on the Closing Date Seller Note and any other
unsecured subordinated promissory note issued in connection with a Permitted Acquisition or other Acquisition permitted hereunder)
made during such period, plus


 


(ii)             
unfinanced Capital Expenditures, plus


 


(iii)          
to the extent added back to Consolidated Net Income in the determination of EBITDA, all income, profits and franchise taxes
paid in cash, during such period, net of tax refunds, plus


 


(iv)           
to the extent added back to Consolidated Net Income in the determination of EBITDA, all Interest Expense (including losses
on hedging obligations) paid in cash by the Holdings and its Subsidiaries during such period net of interest income, plus


 


(v)             
to the extent added back to Consolidated Net Income in the determination of EBITDA, non-recurring transaction fees, expenses
and costs paid in cash during such period to Administrative Agent and the Lenders in connection with any amendment to or consent
or waiver under this Agreement, plus


 


(vi)           
to the extent added back to Consolidated Net Income in the determination of EBITDA, transaction expenses paid in cash not
capitalized and incurred on or prior to the Closing Date or within one hundred eighty (180) days after the Closing Date in connection
with this Agreement or the Closing Date Transactions, plus


 


(vii)         
any net increase in net working capital during such period, plus


 


(viii)      
the unfinanced portion of the purchase price (including, the unfinanced portion of any earn-out or other similar deferred
purchase price obligation as and when made) paid in cash of any Permitted Acquisition, plus


 


(ix)           
non-cash addbacks to EBITDA for prior periods to the extent paid in cash during such period, plus


 


(x)             
any other expenses to the extent paid in cash and added back to Consolidated Net Income in the determination of EBITDA,
plus


 






    16


    


    

 


(xi)           
to the extent added back to Consolidated Net Income in the determination of EBITDA, non-recurring transaction fees, expenses
and costs (including, without limitation, any of their respective advisors, legal counsels, agents or representatives) incurred
in connection with any transactions in the public markets, plus


 


(xii)         
unrealized Cost Savings to the extent added back to Consolidated Net Income in the determination of EBITDA.


 


For the avoidance of
doubt, Excess Cash Flow shall exclude the portion of EBITDA that is attributable to any Person or line of business acquired pursuant
to a Permitted Acquisition and that accrues prior to the closing date of such Permitted Acquisition.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Excluded
Collateral” is defined in the Guaranty and Collateral Agreement.


 


“Excluded
Deposit Accounts” means (i) deposit accounts the balance of which consists exclusively of (A) withheld income
taxes and federal, state or local employment taxes required to be paid to the Internal Revenue Service or state or local government
agencies with respect to employees of any of the Loan Parties and their Subsidiaries and (B) amounts required to be paid over
to an employee benefit plan pursuant to DOL Reg. Sec. 2510.3 102 on behalf of or for the benefit of employees of any of the Loan
Parties and their Subsidiaries; (ii) all segregated deposit accounts constituting (and the balance of which consists solely
of funds set aside in connection with) payroll accounts, trust accounts, and accounts dedicated to the payment of accrued employee
benefits, medical, dental and employee benefits claims to employees of any of the Loan Parties and their Subsidiaries and (iii)
solely for the first 30 days following the Closing Date, the deposit account owned by Landfill Diversion Innovations, L.L.C. and
held at Capital One with account number 00005732385225 so long as the cash balance in such account does not exceed $50,000 at any
time.


 


“Excluded
Subsidiary” means any Subsidiary that is prohibited by requirements of applicable law, any contractual obligation or
any organizational document (to the extent such contractual restriction exists on the Closing Date or on the date such Subsidiary
becomes a direct or indirect Subsidiary of Holdings and not entered into in contemplation thereof or for the purposes of circumventing
the requirements of the Loan Documents) from guaranteeing the Obligations or which would require approval, consent, license or
authorization from a Governmental Authority (unless such approval, consent, license or authorization is received).


 


“Excluded
Taxes” means, with respect to any payment made to Administrative Agent, any Lender, or any other Person pursuant to the
terms of this Agreement, the following: (a) Taxes based upon, or measured by, the recipient’s overall net income, overall
net receipts, or overall net profits (including franchise Taxes imposed in lieu of any such Taxes and branch profits Taxes), in
each case, that are (i) Other Connection Taxes, (ii) imposed in a jurisdiction in which the relevant recipient is organized, (iii) imposed
in a jurisdiction in which the relevant recipient’s principal office is located, or (iv) imposed in a jurisdiction in
which the relevant recipient’s lending office (or branch) in respect of which payments under this Agreement are made is located;
and (b) any United States federal withholding Taxes imposed under FATCA.


 






    17


    


    

 


“Exit Fee”
is defined in the Agent Fee Letter.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of the Agreement (or any amended or successor version that is
substantively comparable and not materially more onerous to comply with), and any current or future regulations or official interpretations
thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code.


 


“Federal Funds
Rate” means, for any day, a fluctuating interest rate equal for each day during the applicable period to the weighted
average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds
brokers, as published for that day (or, if that day is not a Business Day, for the next preceding Business Day) by the Federal
Reserve Bank of New York, or, if that rate is not so published for any day which is a Business Day, the average of the quotations
for that day on those transactions received by Administrative Agent from three Federal funds brokers of recognized standing selected
by Administrative Agent. Administrative Agent’s determination of the Federal Funds Rate will be binding and conclusive absent
manifest error.


 


“Financial
Statements” means, collectively, (i) the audited financial statements of Holdings and its Subsidiaries and of Green Remedies
for the fiscal year ending December 31, 2019 and (ii) the unaudited balance sheets and related statements of income and cash flows
of Holdings and its Subsidiaries and Green Remedies for the Fiscal Quarter ended June 30, 2020 and the fiscal month ended August
30, 2020.


 


“Fiscal Quarter”
means a fiscal quarter of a Fiscal Year, which period is the 3-month period ending on the last day of each of March, June, September,
and December of each year.


 


“Fiscal Year”
means the fiscal year of Holdings, which period will be the 12-month period ending on the last day of December of each year.


 


“Fixed Charge
Coverage Ratio” means, for any period, the ratio for such period of (a) (1) EBITDA, minus (2) the sum of (A) income taxes
paid or payable in cash by Holdings and its Subsidiaries and (B) all Capital Expenditures paid for with Internally Generated Cash,
to (b) the sum for such period of (i) cash Interest Expense, plus (ii) scheduled principal payments of Debt (excluding earn-out
payments) plus (iii) Restricted Payments, other than earn-out payments, paid in cash. For the purposes of determining the applicable
amount described in clauses (a)(2)(A) and (b) above, for any period ending prior to the first anniversary of the Closing Date,
such amount shall be equal to the applicable amount paid (or, in the case of taxes, taxes payable or accrued) from the Closing
Date through the date of determination multiplied by a fraction, the denominator of which is the number of days from the Closing
Date through the date of determination and the numerator of which is 365 days (i.e., such amounts shall be annualized).


 


“FRB”
means the Board of Governors of the Federal Reserve System or any successor thereto.


 






    18


    


    

 


“GAAP”
means generally accepted accounting principles set forth from time to time 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 agencies with similar functions of comparable stature and authority within the U.S. accounting profession)
and the Securities and Exchange Commission, which are applicable to the circumstances as of the date of determination.


 


“Green Remedies”
is defined in the recitals of this Agreement.


 


“Guarantor”
means Holdings and each other Person that guarantees the Obligation of the Borrowers.


 


“Guaranty”
means each guaranty executed and delivered by any Guarantor, together with any joinders thereto and any other guaranty agreement
executed by a Guarantor, in each case in form and substance satisfactory to Administrative Agent. The Guaranty and Collateral Agreement
is a Guaranty.


 


“Guaranty
and Collateral Agreement” means the Guaranty and Collateral Agreement dated as of the date of this Agreement executed
and delivered by each Loan Party, together with any joinders thereto and any other guaranty and collateral agreement executed by
a Loan Party, in each case in form and substance reasonably satisfactory to Administrative Agent.


 


“Hazardous
Substances” means hazardous waste, hazardous substance, pollutant, contaminant, toxic substance, oil, hazardous material,
chemical, or other substance regulated by any Environmental Law.


 


“Hedging Agreement”
means any interest rate, currency or commodity swap agreement, cap agreement, collar agreement, spot foreign exchange, forward
foreign exchange, foreign exchange option (or series of options) and any other agreement or arrangement designed to protect a Person
against fluctuations in interest rates, currency exchange rates or commodity prices.


 


“Hedging Obligation”
means, with respect to any Person, any liability of that Person under any Hedging Agreement determined (a) for any date on or after
the date that Hedging Agreement has been closed out and termination value determined in accordance therewith, using that termination
value; and (b) for any date prior to the date referenced in clause (a), using the amount determined as the mark-to-market
value for that Hedging Agreement, as determined based upon one or more mid-market or other readily available quotations provided
by any recognized dealer in that Hedging Agreement.


 


“Holdings”
is defined in the introductory clause of this Agreement.


 


“Incremental
Cap” is defined in Section 2.1.2.


 


“Incremental
Commitment” is defined in Section 2.1.2.


 


“Incremental
Effective Date” is defined in Section 2.1.2.


 


“Incremental
Facility” is defined in Section 2.1.2.


 






    19


    


    

 


“Incremental
Loan” is defined in Section 2.1.2.


 


“Indemnified
Liabilities” is defined in Section 15.17.


 


“Indemnified
Taxes” means all Taxes other than Excluded Taxes.


 


“Ineligible
Lenders” means (a) those Persons set forth on Schedule 1.2, (b) any Competitor designated by the Borrower Representative
(specifying such Competitor’s exact legal name) as an “Ineligible Lender” in a written notice (including an update
to Schedule 1.2) that has been approved by the Administrative Agent in its reasonable discretion after the effectiveness
of this Agreement and not less than five (5) Business Days prior to such date of determination, but which shall not apply retroactively
to disqualify any Persons that have previously acquired an assignment or participation interest in the Loans and/or Commitments
as permitted herein and (c) any Affiliate of an Ineligible Lender described in clauses (a) and (b) of this definition that, without
independent verification, investigation, or inquiry, is easily and obviously identifiable as an affiliate of such Person on the
basis of its name; provided that, notwithstanding anything to the contrary in this definition, any bank or other financial
institution, any Person that is a bona fide debt, equity, or asset investment entity, any other Person that makes, purchases, holds,
manages, advises, or trades any debt, equity, or asset investments in the ordinary course of business, Administrative Agent and
its Affiliates and/or Related Funds, any Person that merely has an economic interest in any “Ineligible Lender” but
has not been designated as an “Ineligible Lender” hereunder, and any Person that Company has removed from its status
as an “Ineligible Lender” in any written notice approved by Administrative Agent and delivered to Lenders from time
to time, are, in each case, hereby excluded from this definition; provide, that, no Person shall be an Ineligible Lender to the
extent a Specified Event of Default has occurred and is continuing.


 


“Insolvency
Proceeding” means any case or proceeding commenced by or against a Person under any state, federal or foreign law for,
or any agreement of a Person to, (a) the entry of an order for relief under the Bankruptcy Code, or any other insolvency, debtor
relief, or debt adjustment law; (b) the appointment of a receiver, trustee, liquidator, administrator, conservator or other custodian
for that Person or any part of its Property; or (c) an assignment or trust mortgage for the benefit of creditors.


 


“Intellectual
Property Security Agreement” is used as defined in the Guaranty and Collateral Agreement.


 


“Interest
Expense” means, for any period, as determined in accordance with GAAP, the consolidated interest expense of Holdings
and its Subsidiaries for that period (including all imputed interest on Capital Leases).


 


“Internally
Generated Cash” means, with respect to any period, any cash of Holdings or any Subsidiary generated during such period
as a result of such Person’s operations, excluding Net Cash Proceeds, Other Receipts, any cash generated from any issuance
of Equity Interests (or cash generated from cash contributions to Holdings or any Subsidiary) and any cash proceeds received from
an incurrence of Debt (other than cash proceeds of revolving loans under the ABL Loan Agreement) or any other liability.


 






    20


    


    

 


“Investment”
means, with respect to any Person, any investment in another Person, whether by acquisition of any debt or Equity Interest, by
making any loan or advance, by becoming obligated with respect to a Contingent Liability in respect of obligations of that other
Person (other than travel and similar advances to employees in the ordinary course of business) or by making an Acquisition.


 


“Joint Liability
Payment” is defined in Section 16.6.


 


“Lender”
is defined in the introductory clause of this Agreement.


 


“Lender Party”
is defined in Section 15.17.


 


“LIBOR”
means the higher of (a) the offered rate for deposits in U.S. dollars in the London interbank market for a one-month interest period
publicly quoted from time to time by The Wall Street Journal (the “LIBOR Screen Rate”), as of 11:00 a.m. (London
time) on the day which is two (2) business days prior to the first day of such month (which shall not be less than 0% per annum)
and (b) one and one-quarter percent (1.25%) per annum. If the Service shall no longer report LIBOR interest rates, or such interest
rates cease to exist, such rate will be the rate of interest per annum, as determined in good faith by the Administrative Agent
at which deposits of Dollars in immediately available funds are offered at 11:00 A.M. (London, England time) two (2) Business Days
prior to the first day in such one-month period by major financial institutions reasonably satisfactory to the Administrative Agent
in the London interbank market for such interest period for the applicable principal amount on such date of determination.


 


“LIBOR Determination
Date” means, with respect to each LIBOR Loan, the date that is two Business Days before the date of initial
advance of that LIBOR Loan; and (b) each subsequent date that is two Business Days before the last Business Day of each
month occurring while that LIBOR Loan is outstanding.


 


“LIBOR Loan”
means any Loan which bears interest at a rate determined by reference to the LIBOR Rate.


 


“LIBOR Office”
means, with respect to any Lender, the office or offices of that Lender which will be making or maintaining the LIBOR Loans of
that Lender under this Agreement. A LIBOR Office of any Lender may be, at the option of that Lender, either a domestic or foreign
office.


 


“LIBOR Rate”
means the rate per annum equal to (i) LIBOR on each LIBOR Determination Date divided by (ii) a number determined by subtracting
from 1.00 the then-stated maximum reserve percentage for determining reserves to be maintained by member banks of the Federal Reserve
System for Eurocurrency funding or liabilities as defined in Regulation D (or any successor category of liabilities under
Regulation D), or as LIBOR is otherwise determined by Administrative Agent in its sole and absolute discretion (including
by way of substituting an alternative interest rate benchmark in the event that the LIBOR Rate is no longer available).


 






    21


    


    

 


“LIBOR Screen
Rate” is defined in the definition of LIBOR.


 


“LIBOR Successor
Rate” is defined in Section 8.2.


 


“LIBOR Successor
Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definitions
of Base Rate, Business Day, LIBOR Determination Date, LIBOR Rate and LIBOR Screen Rate, the timing and frequency of determining
rates and making payments of interest and other related defined terms and provisions and administrative matters as may be necessary
and appropriate, in the reasonable discretion of the Administrative Agent, to reflect the adoption of such LIBOR Successor Rate
and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice
(or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible
or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as
the Administrative Agent determines in consultation with the Borrower Representative).


 


“Lien”
means, with respect to any Person, any interest granted by that Person in any real or personal property, asset, or other right
owned or being purchased or acquired by that Person (including an interest in respect of a Capital Lease) that secures payment
or performance of any obligation and includes any mortgage, lien, encumbrance, title retention lien, charge, or other security
interest of any kind, whether arising by contract, as a matter of law, by judicial process, or otherwise.


 


“Loan Account”
means an account maintained under this Agreement by Administrative Agent on its books of account, and with respect to Borrowers,
in which Borrowers will be charged with all Loans made to, and all other Obligations incurred by, any of the Borrowers.


 


“Loan Documents”
means this Agreement, the Notes, the Agent Fee Letter, each Collateral and Diligence Questionnaire, the Collateral Documents, the
ABL Intercreditor Agreement, and all documents, instruments, and agreements delivered in connection with the foregoing, as any
of the foregoing are amended or modified in accordance with their respective terms, excluding the Warrants, the Warrant Letter
Agreement and any other documents related solely thereto.


 


“Loan Party”
means each Borrower and each Guarantor.


 


“Loan”
or “Loans” means, as the context may require, any of the Term Loans.


 


“Margin Stock”
means any “margin stock” as defined in Regulation U.


 


“Material
Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the financial condition,
operations, assets, business, profitability, or properties of the Loan Parties taken as a whole, (b) a material impairment
of the ability of any Loan Party to perform any of the Obligations under any Loan Document, (c) a material adverse effect
upon any substantial portion of the Collateral under the Collateral Documents or upon the legality, validity, binding effect or
enforceability against any Loan Party of any Loan Document or the ability of Administrative Agent to enforce or collect any Obligations
or to realize upon any material portion of the Collateral, or (d) cancellation or termination of the agreements referenced in clauses
(a) and (b) of the definition of “Voting Agreements”, other than by their terms.


 






    22


    


    

 


“Material
Contract” means, with respect to any Person, (a) the Related Agreements; (b) each contract or agreement to
which that Person or any of its Subsidiaries is a party involving a customer of such Person that generates 15% or more of consolidated
gross profit for such Person or its Subsidiaries in any Fiscal Year; (c) the Voting Agreements and (d) all other contracts or agreements
as to which the breach, nonperformance, cancellation, or failure to renew by any party could reasonably be expected to have a Material
Adverse Effect.


 


“Monroe Capital”
is defined in the introductory clause of this Agreement.


 


“Mortgage”
means a mortgage, deed of trust, leasehold mortgage or similar instrument granting Administrative Agent a Lien on real property
of any Loan Party.


 


“Mortgage-Related
Documents” means with respect to any real property subject to a Mortgage, the following, in form and substance satisfactory
to Administrative Agent: (a) a mortgagee title policy (or binder therefor) covering Administrative Agent’s interest
under the Mortgage, in a form and amount and by an insurer acceptable to Administrative Agent, which must be fully paid on that
effective date; (b) all assignments of leases, estoppel letters, attornment agreements, consents, waivers, and releases as
Administrative Agent reasonably requires with respect to other Persons having an interest in the real estate; (c) a current,
as-built survey of the real estate, containing a metes-and-bounds property description and certified by a licensed surveyor acceptable
to Administrative Agent; (d) a life-of-loan flood hazard determination and, if the real estate is located in a flood plain,
an acknowledged notice to borrower and flood insurance in an amount, with endorsements and by an insurer acceptable to Administrative
Agent; (e) a current appraisal of the real estate, prepared by an appraiser acceptable to Administrative Agent, and in form
and substance satisfactory to Required Lenders; (f) an environmental assessment, prepared by environmental engineers acceptable
to Administrative Agent, and accompanied by all reports, certificates, studies, or data as Administrative Agent reasonably requires,
which must all be in form and substance satisfactory to Required Lenders; and (g) an Environmental Agreement and all other
documents, instruments, or agreements as Administrative Agent reasonably requires with respect to any environmental risks regarding
the real estate.


 


“Multiemployer
Pension Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which any Borrower or any
other member of the Controlled Group may have any liability.


 


“Net Cash
Proceeds” means:


 


(a)             
with respect to any Asset Disposition, the aggregate cash proceeds (including cash proceeds received pursuant to
policies of insurance or by way of deferred payment of principal pursuant to a note, installment receivable or otherwise, but only
as and when received) received by any Loan Party pursuant to that Asset Disposition net of (i) the direct costs relating to
that sale, transfer or other disposition (including sales commissions and legal, accounting and investment banking fees); (ii) taxes
paid or reasonably estimated by Borrowers to be payable as a result thereof (after taking into account any available tax credits
or deductions and any tax sharing arrangements); and (iii) amounts required to be applied to the repayment of any Debt secured
by a Lien on the asset subject to that Asset Disposition (other than the Loans);


 






    23


    


    

 


(b)             
with respect to any issuance of Equity Interests, the aggregate cash proceeds received by any Loan Party pursuant
to that issuance, net of the direct costs relating to that issuance (including sales and underwriters’ commissions); and


 


(c)              
with respect to any issuance of Debt, the aggregate cash proceeds received by any Loan Party pursuant to that issuance,
net of the direct costs of that issuance (including up-front, underwriters’ and placement fees).


 


“Non-Consenting
Lender” is defined in Section 15.1(j).


 


“Non-U.S.
Lender” is defined in Section 7.6.4(a).


 


“Note”
means a promissory note substantially in the form of Exhibit A.


 


“Notice of
Borrowing” is defined in Section 2.2.2(a).


 


“Obligations”
means all obligations (monetary (including post-petition interest, allowed or not) or otherwise) of any Loan Party under this Agreement
and any other Loan Document, including Attorney Costs, all in each case howsoever created, arising or evidenced, whether direct
or indirect, absolute or contingent, now or hereafter existing, or due or to become due.


 


“OFAC”
is defined in Section 9.30.


 


“Operating
Lease” means any lease of (or other agreement conveying the right to use) any real or personal property by any Loan Party,
as lessee, other than any Capital Lease.


 


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


 


“Other Receipts”
means any cash received by or paid to or for the account of any Loan Party consisting of (a) representation and warranty insurance
in connection with an acquisition, (b) escrow amounts released in connection with an acquisition, and (c) any purchase
price adjustment received in connection with any purchase.


 


“Other Taxes”
means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies
arising from any payment made under this Agreement or from the execution, delivery or enforcement of, or otherwise with respect
to, this Agreement and the other Loan Documents, but excluding Excluded Taxes.


 






    24


    


    

 


“Participant”
is defined in Section 15.6.2.


 


“Participant
Register” is defined in Section 15.6.2.


 


“Patriot Act”
is defined in Section 15.16.


 


“Payment in
Full” means (a) the payment in full in cash of all Loans and other Obligations, other than contingent indemnification
obligations for which no claims have been asserted; (b) the termination of all Commitments; and (c) the release of any
claims of the Loan Parties against Administrative Agent and Lenders arising on or before the payment date.


 


“Payment Conditions”
means, with respect to any applicable transaction, (i) no Default or Event of Default shall exist immediately after giving effect
to such transaction, (ii) the average of the Excess Availability amounts (calculated on a pro forma basis to include the making
of any Loans in connection with such transaction or any credit extensions under the ABL Loan Agreement) for each Business Day in
the thirty (30) day period prior to such transaction shall be greater than or equal to the greater of (x) $3,000,000 and (y) 20%
of the Line Cap (as defined under the ABL Loan Agreement), (iii) Excess Availability (calculated as set forth above) on the date
of such proposed transaction shall be greater than or equal to the greater of (x) $3,000,000 and (y) 20% of the Line Cap (as defined
under the ABL Loan Agreement), (iv) the Fixed Charge Coverage Ratio (calculated on a pro forma basis after giving effect to such
transaction) for the most recently ended trailing twelve calendar month period shall not be less than 1.10 to 1.00 (but, solely
for purposes of determining whether payments on the Closing Date Seller Note are permitted, the minimum Fixed Charge Coverage Ratio
required under such Section shall be 1.25 to 1.00), (v) before and after giving effect to such transaction, the Loan Parties are
in compliance with each of the financial covenants set forth in Section 11.12 as of the last day of the most recent Fiscal Quarter
for which financial statements have been delivered pursuant to Section 10.1.2(b) and (vi) so long as the ABL Obligations
have not been paid in full and the ABL Loan Agreement and the commitments hereunder haver terminated, the “Payment Conditions”
as defined in the ABL Loan Agreement have been satisfied.


 


“PBGC”
means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.


 


“Pension Plan”
means a “pension plan,” as that term is defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA
or the minimum funding standards of ERISA (other than a Multiemployer Pension Plan), and as to which any Borrower or any Subsidiary
(including any contingent liability of any member of Borrowers’ Controlled Group) may have any liability, including any liability
by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time during the preceding
five years, or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.


 


“Permitted
Acquisition” means any Acquisition by any Borrower where:


 


(d)             
the business, division or assets acquired are for use, or the Person acquired is engaged, in the same or a related,
adjacent or vertically integrated line of business engaged in by the Loan Parties on the Closing Date;


 






    25


    


    

 


(e)             
immediately before and after giving effect to that Acquisition, no Default or Event of Default exists;


 


(f)               
the aggregate consideration (cash and non-cash) to be paid by the Loan Parties (including any Debt assumed or issued
in connection therewith, the maximum amount payable in connection with any deferred purchase price obligation (including any earn-out
obligation) and the value of any Equity Interests of any Loan Party issued to the seller in connection with that Acquisition) in
connection with (i) that Acquisition (or any series of related Acquisitions) is less than $15,000,000, and (ii) all Acquisitions
is less than $52,500,000;


 


(g)             
the Senior Net Leverage Ratio on a pro forma basis immediately after giving effect to that Acquisition does not exceed
(A) the maximum Senior Net Leverage Ratio permitted under Section 11.12 for the most recently ended Fiscal Quarter immediately
prior to that Acquisition minus (B) 0.25; provided, however, that, notwithstanding the foregoing, with respect to the Permitted
Acquisition to be funded with the proceeds of the Term B Loan, the Term B Loan Leverage Condition shall apply rather than this
clause (g);


 


(h)             
in the case of the Acquisition of any Person, that Acquisition is non-hostile and the board of directors or similar
governing body of that Person has approved that Acquisition;


 


(i)               
not less than 15 Business Days prior to that Acquisition (or any later date approved by Administrative Agent
in its sole discretion), Administrative Agent has received an acquisition summary with respect to the Person and/or business, division
or assets to be acquired, which summary must include a reasonably detailed description thereof (including financial information)
and operating results (including financial statements for the most recent 12-month period for which they are available and as otherwise
available), the terms and conditions, including economic terms, of the proposed Acquisition, and Borrowers’ calculation of
pro forma Consolidated EBITDA relating thereto;


 


(j)               
not less than five Business Days prior to that Acquisition (or any later date approved by Administrative Agent
in its sole discretion), Administrative Agent has received complete executed or conformed copies of each material document, instrument
and agreement to be executed in connection with that Acquisition together with all lien search reports and lien release letters
and other documents as Administrative Agent reasonably requires to evidence the termination of Liens on the assets, business, or
division to be acquired;


 


(k)             
Borrowers’ computation of pro forma Consolidated EBITDA is reasonably satisfactory to Administrative Agent;


 


(l)               
the business, division, assets or Person acquired generated positive EBITDA (calculated in a manner acceptable to
Administrative Agent) for each of the twelve calendar months immediately preceding that Acquisition;


 






    26


    


    

 


(m)          
the Loan Parties shall have satisfied the Payment Conditions after giving effect to that Acquisition;


 


(n)             
Borrower Representative has provided Administrative Agent with pro forma forecasted balance sheets, profit and loss
statements, and cash flow statements of Holdings and its Subsidiaries, all prepared on a basis consistent with Holdings’
and its Subsidiaries’ historical financial statements, subject to adjustments to reflect projected consolidated operations
following the Acquisition;


 


(o)             
Borrower Representative has provided Administrative Agent with reasonable calculations evidencing that on a pro forma
basis created by adding the historical combined financial statements of Holdings and its Subsidiaries (including the combined financial
statements of any other Person or assets that were the subject of a prior Permitted Acquisition during the relevant period) to
the historical consolidated financial statements of the entity to be acquired (or the historical financial statements related to
the division, business or assets to be acquired) pursuant to the Acquisition, subject to adjustments to reflect projected consolidated
operations following the Acquisition, Holdings and its Subsidiaries are projected to be in compliance with the financial covenants
for each of the twelve months ended one year after the proposed date of consummation of that Acquisition;


 


(p)             
the provisions of Section 10.9 have been satisfied, including, without limitation, simultaneously with
the closing of that Acquisition, the target company (if that Acquisition is structured as a purchase of equity) or a Borrower (if
that Acquisition is structured as a purchase of assets or a merger and a Borrower is the surviving entity) executes and delivers
to Administrative Agent (i) all documents necessary to grant to Administrative Agent a first-priority Lien (subject to the
terms of the ABL Intercreditor Agreement) in all of the assets of each of the target company or surviving company and its Subsidiaries,
subject to the terms of the ABL Intercreditor Agreement, each in form and substance reasonably satisfactory to Administrative Agent,
and (ii) an unlimited Guaranty of the Obligations, or at the option of Administrative Agent in Administrative Agent’s
absolute discretion, a joinder agreement satisfactory to Administrative Agent in which each of the target company or surviving
company and its Subsidiaries becomes a borrower under this Agreement and assumes primary joint and several liability for the Obligations;


 


(q)             
if the Acquisition is structured as a merger, a Borrower will be the surviving entity;


 


(r)              
Administrative Agent has received a copy of the proposed capital structure after giving pro forma effect to such
Acquisition;


 


(s)              
to the extent readily available to Borrowers, Borrower Representative has provided Administrative Agent with all
other information with respect to that Acquisition as reasonably requested by Administrative Agent (including, without limitation,
all third-party due-diligence reports and quality-of-earnings reports); and


 






    27


    


    

 


(t)              
concurrently with the consummation of that Acquisition, a Senior Officer of the Borrower Representative shall have
delivered to the Administrative Agent a certificate stating that the foregoing conditions in this definition have been satisfied.


 


“Permitted
Lien” means a Lien expressly permitted under this Agreement pursuant to Section 11.2.


 


“Person”
means any natural person, corporation, partnership, trust, limited liability company, association, governmental authority or unit,
or any other entity, whether acting in an individual, fiduciary or other capacity.


 


“Prime Rate”
means, for any day, the rate of interest in effect for that day equal to the prime rate in the United States as reported from time
to time in The Wall Street Journal (or other authoritative source selected by Administrative Agent in its sole discretion),
or as Prime Rate is otherwise determined by Administrative Agent in its sole and absolute discretion. Administrative Agent’s
determination of the Prime Rate will be conclusive, absent manifest error. Any change in the Prime Rate will take effect at the
opening of business on the day of that change. In the event The Wall Street Journal (or any other authoritative source)
publishes a range of “prime rates,” the Prime Rate will be the highest of the “prime rates.”


 


“Proceeding”
means any investigation, inquiry, litigation, review, hearing, suit, claim, audit, arbitration, proceeding or action (in each case,
whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted or heard by or before, or otherwise
involving, any governmental authority or arbitrator.


 


“Pro Rata
Share” means:


 


(a)       with
respect to a Lender’s obligation to make a Term A Loan and receive payments of interest, fees, and principal with respect
thereto, (i) prior to the Term A Loan Commitment being terminated or reduced to zero, the percentage obtained by dividing
(A) that Lender’s Term A Loan Commitment plus the unpaid principal amount of that Lender’s Term A
Loans, by (B) the aggregate Term A Loan Commitment of all Lenders plus the unpaid principal amount of all Term A
Loans of all Lenders; and (ii) from and after the time the Term A Loan Commitment has been terminated or reduced to zero,
the percentage obtained by dividing (A) the aggregate unpaid principal amount of that Lender’s Term A Loans by
(B) the aggregate unpaid principal amount of all Term A Loans;


 


(b)       with
respect to a Lender’s obligation to make Term B Loans and receive payments of interest, fees, and principal with respect
thereto, (i) prior to the Term B Loan Commitment being terminated or reduced to zero, the percentage obtained by dividing
(A) that Lender’s Term B Loan Commitment plus the unpaid principal amount of that Lender’s Term B
Loans, by (B) the aggregate Term B Loan Commitment of all Lenders plus the unpaid principal amount of all Term B
Loans of all Lenders; and (ii) from and after the time the Term B Loan Commitment has been terminated or reduced to zero,
the percentage obtained by dividing (A) the aggregate unpaid principal amount of that Lender’s Term B Loans by
(B) the aggregate unpaid principal amount of all Term B Loans;


 






    28


    


    

 


(c)       with
respect to a Lender’s obligation to make Incremental Loans and receive payments of interest, fees, and principal with respect
thereto, the percentage obtained by dividing (A) the aggregate unpaid principal amount of that Lender’s Incremental
Loans by (B) the aggregate unpaid principal amount of all Incremental Loans; and


 


(d)       with
respect to all other matters as to a particular Lender, (i) prior to the time that the Commitments have been terminated or
reduced to zero, the percentage obtained by dividing (A) that Lender’s Term A Loan Commitment plus the aggregate
unpaid principal amount of that Lender’s Term A Loans plus that Lender’s Term B Loan Commitment plus
the aggregate unpaid principal amount of that Lender’s Term B Loans, by (B) the Term A Loan Commitment of all Lenders
plus the aggregate unpaid principal amount all Term A Loans of all Lenders plus the aggregate Term B Loan
Commitment of all Lenders plus the aggregate unpaid principal amount all Term B Loans of all Lenders; and (ii) if
the Commitments have been terminated or reduced to zero, the percentage obtained by dividing (A) the aggregate unpaid principal
amount of that Lender’s Term A Loans plus the aggregate unpaid principal amount of that Lender’s Term B
Loans plus the aggregate unpaid principal amount of that Lender’s Incremental Loans by (B) the aggregate unpaid principal
amount of all Term A Loans of all Lenders plus the aggregate unpaid principal amount of all Term B Loans of all
Lenders plus the aggregate unpaid principal amount of all Incremental Loans of all Lenders.


 


“Protective
Advances” is defined in Section 14.15.


 


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


 


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


 


“QFC Credit
Support” has the meaning assigned to such term in Section 15.22.


 


“Qualified
Equity Interest” means any Equity Interest issued by Holdings (and not by one or more of its Subsidiaries) that is not
a Disqualified Equity Interest.


 


“Regulation
D” means Regulation D of the FRB.


 


“Regulation
U” means Regulation U of the FRB.


 


“Related Agreements”
means the Closing Date Acquisition Agreement and all agreements, instruments, and documents executed or delivered in connection
with the Closing Date Acquisition Agreement and the Related Transaction.


 






    29


    


    

 


“Related 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, bonds and similar extensions of credit in the ordinary course of its activities, that is managed, advised,
or administered by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or affiliate of an entity that manages, administers,
or advises a Lender.


 


“Related Transaction”
is defined in the recitals of this Agreement.


 


“Reportable
Event” means a reportable event as defined in Section 4043 of ERISA and the regulations issued thereunder as to
which the PBGC has not waived the notification requirement of Section 4043(a), or the failure of a Pension Plan to meet the
minimum funding standards of Section 412 of the Code (without regard to whether the Pension Plan is a plan described in Section 4021(a)(2)
of ERISA) or under Section 302 of ERISA.


 


“Required
Lenders” means, at any time, Lenders whose Pro Rata Shares exceed 50% as determined pursuant to clause (d) of the
definition of “Pro Rata Share”; provided that the Pro Rata Shares held or deemed held by, any Defaulting Lender will
be excluded for purposes of making a determination of Required Lenders.


 


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


 


“Restricted
Payment” is defined in Section 11.3.


 


“SBA PPP Loans”
means all the one-time loans (and any potential future loans under such similar program) obtained by any of the Borrowers incurred
under 15 U.S.C. 636(a)(36) (as added to the Small Business Act by Section 1102 of the CARES Act) under the Small Business Act,
as amended.


 


“SEC”
means the Securities and Exchange Commission or any other governmental authority succeeding to any of the principal functions thereof.


 


“Scheduled
Unavailability Date” means the specific date the administrator of the LIBOR Screen Rate or a governmental authority having
jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR Screen Rate
shall no longer be made available, or used for determining the interest rate of loans..


 


“Senior Officer”
means, with respect to any Loan Party, any of the president, chief executive officer, the chief financial officer, or the treasurer
of that Loan Party.


 


“Senior Net
Leverage Ratio” means, as of any date of determination, the ratio of (a) Total Senior Debt as of such date to (b) Consolidated
EBITDA for the most recently ended twelve month period, and if such date is not the last day of a Fiscal Quarter, for the most
recently ended twelve month period for which financials have been delivered.


 


“Specified
Event of Default” means any Event of Default pursuant to Sections 13.1.1, 13.1.4 or 13.1.5 (but in the case of Section
13.1.5, solely with respect to a failure to comply with the provisions of Sections 10.1.1, 10.1.2, 10.1.3 and 11.12).


 


“Specified
Financial Covenant” is defined in Section 13.4(a).


 






    30


    


    

 


“Specified
Financial Covenant Default” is defined in Section 13.4(a).


 


“Subsidiary”
means, with respect to any Person, a corporation, partnership, limited liability company, or other entity of which that Person
owns, directly or indirectly, outstanding Equity Interests having more than 50% of the ordinary voting power for the election of
directors or other managers of that corporation, partnership, limited liability company, or other entity. Unless the context otherwise
requires, each reference to Subsidiaries in this Agreement refers to Subsidiaries of Holdings.


 


“Supported
QFC” has the meaning assigned to such term in Section 15.22.


 


“Taxes”
means any and all present and future taxes, duties, levies, imposts, deductions, assessments, charges, similar fees or withholdings
imposed under applicable law and/or by any governmental authority that are in the nature of a tax, and any and all liabilities
(including interest and penalties and other additions to taxes) with respect to any of the foregoing.


 


“Term A
Loan” is defined in Section 2.1.1(a).


 


“Term A
Loan Commitment” means, as to any Lender, that Lender’s commitment to make Term A Loans under this Agreement.
The amount of each Lender’s Term A Loan Commitment as of the Closing Date is set forth on Annex A. The initial
aggregate amount of the Term A Loan Commitments of all Lenders is $11,500,000.


 


“Term B
Loan” is defined in Section 2.1.1(b).


 


“Term B
Loan Availability Period” means the period (i) beginning on and including the day after the Closing Date and (ii) ending
on and including the earlier of (A) the date the aggregate Term B Loan Commitments are reduced to zero and (B) the
date that is twelve (12) months after the Closing Date.


 


“Term B
Loan Commitment” means, as to any Lender, that Lender’s commitment to make Term B Loans under this Agreement.
The amount of each Lender’s Term B Loan Commitment as of the Closing Date is set forth on Annex A. The initial
aggregate amount of the Term B Loan Commitments of all Lenders is $12,500,000.


 


“Term B Loan
Leverage Condition” means, upon the incurrence of any Term B Loans, after giving effect to such incurrence on a pro forma
basis for the most recently completed trailing twelve month period for which financial statements have been delivered under Section
10.1.2(b) (1) the Senior Net Leverage Ratio shall not exceed 3.60 to 1.00 and (2) the Borrowers shall be in compliance with
the other financial covenants set forth in Section 11.12; provided, that (x) in no event shall the proceeds of any
Term B Loans be netted in calculating the foregoing Senior Net Leverage Ratio and (y) solely for the purposes of calculating the
Term B Loan Leverage Condition, the Senior Net Leverage Ratio will be measured without giving effect to any leverage incremental
to the stated level for the applicable test period.


 


“Term Loan”
means, as the context may require, any Term A Loans, any Term B Loan and/or any Incremental Loan.


 






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“Term Loan
Priority Collateral” is defined in the ABL Intercreditor Agreement.


 


“Termination
Date” means the earlier to occur of (a) October 19, 2025, or (b) any other date on which the Commitments terminate
pursuant to Section 6 or Section 13.


 


“Termination
Event” means, with respect to a Pension Plan that is subject to Title IV of ERISA, the following: (a) a Reportable
Event; (b) the withdrawal of any Borrower or any other member of the Controlled Group from that Pension Plan during a plan
year in which that Borrower or other member of the Controlled Group was a “substantial employer” as defined in Section 4001(a)(2)
of ERISA or was deemed such under Section 4068(f) of ERISA; (c) the termination of that Pension Plan, the filing of a
notice of intent to terminate the Pension Plan or the treatment of an amendment of that Pension Plan as a termination under Section 4041
of ERISA; (d) the institution by the PBGC of proceedings to terminate that Pension Plan; or (e) any event or condition
that might reasonably constitute grounds under Section 4042 of ERISA for the termination of, or appointment of a trustee to
administer, that Pension Plan.


 


“Total Plan
Liability” means, at any time, the present value of all vested and unvested accrued benefits under all Pension Plans,
determined as of the then most recent valuation date for each Pension Plan, using PBGC actuarial assumptions for single employer
plan terminations.


 


“Total Senior
Debt” means all (a) Debt of Holdings and its Subsidiaries, determined on a consolidated basis in accordance with GAAP
(excluding (u) contingent obligations in respect of Contingent Liabilities (except to the extent constituting (1) Contingent
Liabilities in respect of Debt of a Person other than any Loan Party, or (2) Contingent Liabilities in respect of undrawn letters
of credit), (v) Debt of any Borrower to any other Loan Party and Debt of any Subsidiary to any Borrower or to any other Subsidiary,
(w) any Debt that is unsecured or contractually subordinated to the Obligations in form and substance reasonably satisfactory to
the Administrative Agent, (x) obligations with respect to earn-out payments for Permitted Acquisitions until due and payable, and
(y) obligations for any leased real property to the extent unsecured and not constituting debt for borrowed money) minus
(b) unrestricted cash and Cash Equivalents of Holdings and its Subsidiaries in deposit accounts subject to Control Agreements in
favor of the ABL Agent and the Administrative Agent not to exceed $1,000,000 (but excluding, for the avoidance of doubt, the cash
proceeds of any Term B Loans or any Incremental Facilities) as of any applicable date of determination; provided, that
for all purposes of calculating the Senior Net Leverage Ratio under the Loan Documents (other than (x) for the avoidance of doubt,
calculation of the leverage ratio set forth in Section 12.1.19 and (y) any calculation of the Term B Loan Leverage Condition
solely to the extent the Borrowers are in compliance
with the financial covenant set forth in Section 11.12.2 as of the last day of the most recently ended twelve fiscal month
period for which financial statements have been delivered on a pro forma basis and after giving full effect to the Revolver Averaging
Mechanic (as defined below), the amount of outstanding revolving loans under the ABL Loan Agreement for purposes of clause
(a) above shall be calculated by taking the average of such outstanding revolving loans at the end of each business day for the
trailing ninety (90) day period (or, if prior to the date that is ninety (90) days following the Closing Date, the period from
the Closing Date to the date the Senior Net Leverage Ratio is being tested) (the averaging of such outstanding revolving loans,
the “Revolver Averaging Mechanic”).


 






    32


    


    

 


“Type”
is defined in Section 2.2.1.


 


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


 


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


 


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


 


“Unfunded
Liability” means the amount (if any) by which the present value of all vested and unvested accrued benefits under all
Pension Plans exceeds the fair market value of all assets allocable to those benefits, all determined as of the then most recent
valuation date for each Pension Plan, using PBGC actuarial assumptions for single employer plan terminations.


 


“Unused Fee”
is defined in Section 5.1.


 


“Unused Fee
Rate” means 0.50% per annum.


 


“U.S. Special
Resolution Regimes” has the meaning assigned to such term in Section 15.22.


 


“Voting Agreements”
means (a) that certain Voting Agreement, dated as of April 11, 2019, by and among (i) Mitchell A. Saltz, Jeffery D. Forte, Brian
Dick and each of their respective affiliates, (ii) Hampstead Park Capital Management, LLC and (iii) Holdings, (b) that certain
Stock Grant Agreement, dated as of the date hereof, by and among Holdings and Green Remedies, in each case, as the same may be
amended or otherwise modified as permitted hereunder and (c) any similar agreements or arrangements relating to voting matters
and/or affecting the constitution of the board of directors of Holdings.


 


“Warrant Holder”
means Monroe Capital or any of its affiliates or controlled investment vehicles.


 


“Warrant Letter
Agreement” means that certain Letter Agreement, dated as of the date here, by and among Holdings and the Warrant Holder,
as amended, restated, supplemented or otherwise modified from time to time as permitted thereunder.


 


“Warrants”
means, collectively (a) that certain Warrant to Purchase Common Stock, dated as of the Closing Date (the “Closing Date
Warrant”), issued by Holdings to the Warrant Holder and (b) any further warrant issued by Holdings to the Warrant Holder.


 


“Withholding
Certificate” is defined in Section 7.6.4(a).


 






    33


    


    

 


“Wholly-Owned
Subsidiary” means, as to any Person, a Subsidiary all of the Equity Interests of which (except directors’ qualifying
Equity Interests) are at the time directly or indirectly owned by that Person and/or another Wholly-Owned Subsidiary of that Person.
Unless the context otherwise requires, each reference to Wholly-Owned Subsidiaries refers to Wholly-Owned Subsidiaries of Holdings.


 


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


 


1.2             
Certain Interpretive Provisions.


 


(a)             
The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.


 


(b)             
Section, Annex, Schedule and Exhibit references are to this Agreement unless otherwise specified.


 


(c)              
The term “including” is not limiting and means “including without limitation.”


 


(d)             
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.”


 


(e)             
Unless otherwise expressly provided in this Agreement, (i) references to agreements (including this Agreement
and the other Loan Documents) and other contractual instruments include all subsequent amendments, restatements, supplements, and
other modifications thereto, but only to the extent that those amendments, restatements, supplements, and other modifications are
not prohibited by the terms of any Loan Document, and (ii) references to any statute or regulation are to be construed as
including all statutory and regulatory provisions amending, replacing, supplementing, or interpreting that statute or regulation.


 


(f)               
This Agreement and the other Loan Documents may use several different limitations, tests, or measurements to regulate
the same or similar matters. All such limitations, tests, and measurements are cumulative and each is to be performed in accordance
with its terms.


 


(g)             
This Agreement and the other Loan Documents are the result of negotiations among and have been reviewed by counsel
to Administrative Agent, Borrowers, the Lenders, and the other parties thereto and are the products of all parties. Accordingly,
they are not to be construed against Administrative Agent or the Lenders merely because of Administrative Agent’s or Lenders’
involvement in their preparation.


 






    34


    


    

 


(h)             
If any delivery due date specified in Section 10.1 for the delivery of reports, certificates, and other
information required to be delivered pursuant to Section 10.1 falls on a day which is not a Business Day, then that
due date will be extended to the immediately following Business Day.


 


(i)               
A Default or Event of Default will be deemed to exist at all times during the period commencing on the date that
Default or Event of Default occurs to the date on which that Default or Event of Default is waived in writing pursuant to this
Agreement or, in the case of a Default, is cured within any period of cure expressly provided for in this Agreement, and an Event
of Default will “continue” or be “continuing” until that Event of Default has been waived in writing by
the Required Lenders.


 


1.3             
Accounting and Other Terms.


 


(a)             
Unless otherwise expressly provided in this Agreement, each accounting term used in this Agreement has the meaning
given it under GAAP applied on a basis consistent with those used in preparing the Financial Statements and using the same inventory
valuation method as used in the Financial Statements, except for any change required or permitted by GAAP if Borrowers’ certified
public accountants concur in that change, the change is disclosed to Administrative Agent, and Section 11.12 is amended
in a manner satisfactory to Administrative Agent to take into account the effects of the change.


 


(b)             
All terms used in this Agreement which are defined in Article 8 or Article 9 of the UCC and which are not otherwise
defined in this Agreement have the same meanings in this Agreement as set forth therein, except that terms used in this Agreement
which are defined in the UCC as in effect in the State of New York on the date of this Agreement will continue to have the same
meaning notwithstanding any replacement or amendment of that statute except as Administrative Agent may otherwise determine.


 


1.4             
Treatment of LLC Division. Any restriction, condition or prohibition applicable to a merger, transfer, consolidation,
amalgamation, consolidation, assignment, sale or transfer, or similar term set forth in the Loan Documents shall be deemed to apply
to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability companies, including
any “Division” or other process or action permitted under Section 18-217 of Title 6 of the Delaware Code, as if it
were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale or transfer, or similar term, as applicable.
Any reference in any Loan Document to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition
or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of
assets to a series of a limited liability companies (or the unwinding of such a division or allocation), as if it were a merger,
transfer, consolidation, amalgamation, consolidation, assignment, sale or transfer, or similar term, as applicable, to, of or with
a separate Person. Any division of a limited liability company shall constitute a separate Person under the Loan Documents (and
each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute
such a Person or entity). For all purposes under the Loan Documents, in connection with any division or plan of division under
Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability
of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred
from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed
to have been organized on the first date of its existence by the holders of its Equity Interests at such time.


 






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		Section 2	COMMITMENTS
OF THE LENDERS; BORROWING and CONVERSION PROCEDURES.



 


2.1             
Commitments. On and subject to the terms and conditions of this Agreement, each of the Lenders, severally
and for itself alone, agrees to make loans to Borrowers as follows:


 


2.1.1                
Term Loan Commitments.


 


(a)             
Each Lender with a Term A Loan Commitment agrees to make a loan to Borrowers (each such loan, a “Term A
Loan”) on the Closing Date in that Lender’s Pro Rata Share of the aggregate Term A Loan Commitments of all
Lenders. The Commitments of the Lenders to make Term A Loans will expire concurrently with the making of Term A Loans
on the Closing Date. As of the Closing Date, Monroe Capital (or its Affiliates and/or Related Funds) will be the sole Lender of
the Term A Loan (it being understood that this sentence shall not affect the rights of Monroe Capital to transfer or assign any
of its Loans after the Closing Date as otherwise not prohibited hereunder).


 


(b)             
Each Lender with a Term B Loan Commitment agrees to make one or more loans (each such loan, a “Term B
Loan”) during the Term B Loan Availability Period in that Lender’s Pro Rata Share of the aggregate amounts
that Borrower Representative requests from the Administrative Agent. The aggregate amount of all Term B Loans made will not
exceed the aggregate Term B Loan Commitments of all Lenders. The Commitments of the Lenders to make Term B Loans will
decrease concurrently with the making of Term B Loans on each applicable borrowing date by an amount equal to the aggregate
amount of the Term B Loans made on that borrowing date. The Commitments of the Lenders to make Term B Loans will expire
at the end of the Term B Loan Availability Period. As of the Closing Date, Monroe Capital (or its Affiliates and/or Related
Funds) will hold all of the Term B Loan (it being understood that this sentence shall not affect the rights of Monroe Capital to
transfer or assign any of its Loans after the Closing Date as otherwise not prohibited hereunder).


 


2.1.2                
Incremental Facilities.


 


(a)             
Incremental Requests. The Borrowers may, by written notice to the Administrative Agent, request increases
in the Term Loans (each, an “Incremental Commitment” and the term loans thereunder, an “Incremental
Loan”; each Incremental Commitment are sometimes referred to herein individually as an “Incremental Facility”
and collectively the “Incremental Facilities”) in Dollars; provided that no commitment of any Lender
shall be increased without the consent of such Lender. Such notice shall set forth (x) the amount of the Incremental Commitment
being requested (which shall be in a minimum amount of $5,000,000 and multiples of $1,000,000 in excess thereof) and which shall
not exceed $40,000,000 in the aggregate (the “Incremental Cap”) and (y) the date (an “Incremental Effective
Date”) on which such Incremental Facility is requested to become effective (which, unless otherwise agreed by the Administrative
Agent, shall not be less than ten (10) Business Days from the date that the Administrative Agent received the request from the
Borrower Representative).


 






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(b)             
Conditions. No Incremental Facility shall become effective under this Section 2.1.2 unless, after giving
effect to such Incremental Facility, the Loans to be made thereunder, and the application of the proceeds therefrom (but without
giving effect to any netting of the proceeds thereof):


 


(i)               
after giving pro forma effect to such Incremental Facility and the use of proceeds thereof (and assuming, in the case of
an Incremental Facility, that the entire amount of such increase is funded) on the effective date thereof and other pro forma adjustments
(including any related acquisitions, dispositions, incurrence and repayment of indebtedness and other transactions to be agreed),
(1) no Default or Event of Default shall exist at the time of incurrence of such Incremental Facility, (2) the representations
and warranties made by the Loan Parties in the Loan Documents shall be true and correct in all material respects (or in all respects
if such representation or warranty contains any materiality qualifier, including references to “material,” “Material
Adverse Effect” or dollar thresholds) after giving effect to such Incremental Facility (unless such representation or warranty
is expressly made as of an earlier date, in which case such representation or warranty shall be true and correct in all material
respects (or in all respects if such representation or warranty contains any materiality qualifier,
including references to “material,” “Material Adverse Effect” or dollar thresholds) as of such earlier
date) and (3) the Borrowers are in compliance with the financial covenants set forth in Section 11.12 as of the last day
of the most recently ended twelve fiscal month period for which financial statements have been delivered; 


 


(ii)             
the aggregate amount of all Incremental Facilities shall not exceed the Incremental Cap;


 


(iii)          
the proceeds of any Incremental Facility shall be used solely for Permitted Acquisitions as expressly permitted by
the existing Lenders;


 


(iv)           
each Incremental Facility shall be on the same terms as those applicable to the existing Term Loans; and


 


(v)             
the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying as
to the foregoing.


 






    37


    


    

 


(c)              
Required Amendments. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental
Facility, this Agreement and the other Loan Documents shall be amended to the extent (but only to the extent) necessary to reflect
the existence of such Incremental Facility and the Loans evidenced thereby, and any joinder agreement or amendment may without
the consent of the other Lenders effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate,
in the reasonable opinion of the Administrative Agent and the Borrowers, to effectuate the provisions of this Section 2.1.2.
The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan
Documents with the Loan Parties as may be necessary in order to establish any Incremental Facility and such technical amendments
as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrowers in connection with the
establishment of any Incremental Facility, in each case, on terms consistent with this Section. From and after each Incremental
Effective Date, the Loans and Commitments established pursuant to this Section 2.1.2 shall constitute Loans and Commitments
under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting
the foregoing, benefit equally and ratably from the guarantees and security interests created by the applicable Collateral Documents
to the extent such Loans and Commitments are incurred on a pari passu basis in payment and security with the existing Term Loans.
The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Liens
and security interests granted by the applicable Collateral Documents continue to be perfected under the UCC or otherwise after
giving effect to the establishment of any such new Loans and Commitments, including, without limitation, compliance with Section
10.9. In addition, the Administrative Agent shall be entitled to receive such customary legal opinions and/or “know your
customer” information as it (on behalf of itself or any Lender) shall reasonably require. Each of the parties hereto hereby
agrees that the Administrative Agent may, in consultation with the Borrower Representative, take any and all action as may be reasonably
necessary to ensure that all Incremental Loans are included in each Borrowing of outstanding Term Loans on a pro rata basis. This
may be accomplished by allocating a portion of each such Incremental Loan to each outstanding Borrowing of Term Loans that are
LIBOR Loans on a pro rata basis. In addition, the scheduled amortization payments under Section 6.4 required to be made
after the making of any Incremental Loans shall be ratably increased by the aggregate principal amount of such Incremental Loans
for all Lenders on a pro rata basis to the extent necessary to avoid any reduction in the amortization payments to which the Term
Lenders were entitled before such recalculation.


 


(d)             
Incremental Lenders. Each Incremental Facility will be made available only upon receiving credit commitments
from existing Lenders and/or any additional banks, financial institutions and other institutional lenders or investors that will
become Lenders in connection therewith that are arranged by and acceptable to the Administrative Agent in its sole discretion.
The terms and conditions for any Incremental Facility will be subject to approval by the existing Lenders in their sole discretion
and will be subject to, but not limited to, the ongoing compliance with the financial covenants set forth in Section 11.12.
For the avoidance of doubt, Incremental Lenders shall not include Ineligible Lenders.


 


2.2             
Loan Procedures.


 






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2.2.1                
Various Types of Loans. Each Loan may be divided into tranches which are, either a LIBOR Loan or, solely to
the extent contemplated in Section 8.2(a) or Section 8.3, Base Rate Loan (each, a “Type” of Loan),
as Borrower Representative specifies in the related Notice of Borrowing pursuant to Section 2.2.2. Base Rate Loans
and LIBOR Loans may not be outstanding at the same time. All borrowings, conversions, and repayments of Loans will be effected
so that each Lender will have a ratable share (according to its Pro Rata Share) of all Types of Loans.


 


2.2.2                
Borrowing Procedures.


 


(a)             
Borrower Representative shall give written notice (each such written notice, a “Notice of Borrowing”)
substantially in the form of Exhibit D to Administrative Agent and each Lender with an applicable Commitment of each proposed
borrowing not later than 11:00 a.m. (New York city time) three Business Days prior to the proposed date of that borrowing.
Each such notice will be effective upon receipt by Administrative Agent, will be irrevocable, and must specify the date, amount,
and Type of borrowing (which shall be a LIBOR Loan unless the provision of LIBOR Loans becomes unlawful or is not otherwise available
as described in Section 8.2(a) and Section 8.3). On the requested borrowing date, each Lender with an applicable
Commitment shall provide Administrative Agent with immediately available funds, to Administrative Agent’s Account, covering
that Lender’s Pro Rata Share of that borrowing so long as the applicable Lender has not received written notice that the
conditions precedent set forth in Section 12 with respect to that borrowing have not been satisfied. After Administrative
Agent’s receipt of the proceeds of the applicable Loans from Lenders with applicable Commitments, Administrative Agent shall
make the proceeds of those Loans available to Borrowers on the applicable borrowing date by transferring to Borrowers immediately
available funds equal to the proceeds received by Administrative Agent. Each borrowing must be on a Business Day. Each borrowing
must be in an aggregate amount of at least $2,000,000 and an integral multiple of $500,000. Each Lender shall, upon request of
Administrative Agent, deliver to Administrative Agent a list of all Loans made by that Lender, together with all information related
thereto as Administrative Agent reasonably requests. Notwithstanding any provision of this Agreement to the contrary, Borrower
Representative may not request, and Lenders will not be required to fund, any borrowing of any Loan that is not a LIBOR borrowing
unless, subject to and as more particularly described in Section 8, LIBOR is unavailable or unlawful.


 


(b)             
Unless payment is otherwise timely made by Borrowers, Administrative Agent may, at its option, charge when due any
Obligations against any operating, investment or other account of any Borrower maintained with Administrative Agent or any of its
Affiliates.


 


2.2.3                
[Reserved].


 


2.3             
Commitments Several. The failure of any Lender to make a requested Loan on any date will not relieve any other
Lender of its obligation (if any) to make a Loan on that date, but no Lender will be responsible for the failure of any other Lender
to make any Loan to be made by that other Lender.


 






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2.4             
Certain Conditions. No Lender will have an obligation to make any Loan if an Event of Default or Default exists.


 


2.5             
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes
a Defaulting Lender, then the following provisions will apply for so long as that Lender is a Defaulting Lender:


 


2.5.1                
Fees will cease to accrue on the unfunded portion of the Term B Loan Commitment of the Defaulting Lender pursuant
to Section 5.1.


 


2.5.2                
Any amount payable to a Defaulting Lender under this Agreement (whether on account of principal, interest, fees,
or otherwise and including any amount that would otherwise be payable to that Defaulting Lender pursuant to Section 7.5
but excluding Section 8) will, in lieu of being distributed to that Defaulting Lender, be retained by Administrative
Agent and, subject to any applicable requirements of law, be applied as follows at such time or times as Administrative Agent determines:
(i) first, to the payment of any amounts owing by that Defaulting Lender to Administrative Agent under this Agreement;
(ii) second, to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof
as required by this Agreement, as determined by Administrative Agent; (iii) third, if so determined by Administrative
Agent and Borrowers, held as cash collateral for future funding obligations of the Defaulting Lender under this Agreement; (iv) fourth,
pro rata, to the payment of any amounts owing to Borrowers or the Lenders as a result of any judgment of a court of competent jurisdiction
obtained by any Borrower or any Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its
obligations under this Agreement; and (v) fifth, to that Defaulting Lender or as otherwise directed by a court of competent
jurisdiction. If any such payment is a prepayment of the principal amount of any Loans and made at a time when the conditions set
forth in Section 12.2 are satisfied, then that payment will be applied solely to prepay the Loans of all Lenders that
are not Defaulting Lenders pro rata prior to being applied to the prepayment of any Loans of any Defaulting Lender.


 


2.5.3                
No Defaulting Lender will have any right to approve or disapprove any amendment, waiver, consent, or any other action
the Lenders or the Required Lenders have taken or may take under this Agreement (including any consent to any amendment or waiver
pursuant to Section 15.1), but any waiver, amendment, or modification requiring the consent of all Lenders or each
directly affected Lender that affects a Defaulting Lender differently than other affected Lenders will require the consent of that
Defaulting Lender.


 


		Section 3	EVIDENCING
OF LOANS.



 


3.1             
Notes. At a Lender’s request the Term Loans of that Lender may be evidenced by a Note, with appropriate
insertions, payable to that Lender (or, if requested by such Lender, to such Lender and its registered assigns) in a face principal
amount equal to the principal amount of that Lender’s Term Loans plus, in the case of Term B Loans, the unfunded principal
amount of that Lender’s Term B Loan Commitment.


 






    40


    


    

 


3.2             
Recordkeeping. Administrative Agent, on behalf of each Lender, shall record in its records, the date and amount
of each Loan made by each Lender and each repayment or conversion thereof. The aggregate unpaid principal amount so recorded will
be rebuttably presumptive evidence of the principal amount of the Loans owing and unpaid. The failure to so record any such amount
or any error in so recording any such amount will not, however, limit or otherwise affect the Obligations of Borrowers under this
Agreement or under any Note to repay the principal amount of the Loans under this Agreement, together with all interest accruing
thereon.


 


		Section 4	INTEREST.



 


4.1             
Interest Rates.


 


4.1.1                
Interest on Loans. Borrowers agree to pay interest on the unpaid principal amount of each Loan for the period
commencing on the date that Loan is made until that Loan is paid in full at a rate per annum equal to the sum of the LIBOR Rate
from time to time in effect plus the Applicable Margin for LIBOR Loans; provided, that if the provision of LIBOR Loans becomes
unlawful or unavailable as described in Section 8.2(a) or 8.3, then interest will be payable at a rate per annum equal to
the Base Rate from time to time in effect plus the Applicable Margin for Base Rate Loans.


 


4.1.2                
Default Rate. Notwithstanding the foregoing, at any time an Event of Default exists, upon written notice of
the Administrative Agent or the Required Lenders, the interest rate applicable to each Loan will be increased by 2.00% during the
existence of an Event of Default (and, in the case of Obligations not bearing interest, those Obligations will, during the existence
of an Event of Default, bear interest at the highest interest rate applicable to the Loans plus 2.00%), but any such increase
may be rescinded by Required Lenders, notwithstanding Section 15.1. Notwithstanding the foregoing, upon the occurrence
of an Event of Default under Sections 13.1.1 or 13.1.4, the increase provided for in this Section 4.1.2
will occur automatically. In no event will interest payable by Borrowers to any Lender under this Agreement exceed the maximum
rate permitted under applicable law, and if any such provision of this Agreement is in contravention of any such law, then that
provision will be deemed modified to limit that interest to the maximum rate permitted under that law.


 


4.1.3                
Interest Payment Dates. Accrued interest on each Loan is payable in arrears on the first Business Day
of each month, upon a prepayment of that Loan, and at maturity. After maturity, and at any time an Event of Default exists, accrued
interest on all Loans will be payable on demand. Each Borrower hereby authorizes Administrative
Agent to, and Administrative Agent may, from time to time, charge the Loan Account with the amount of any interest payment due
under this Agreement.


 






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4.2             
Setting and Notice of LIBOR Rates. The LIBOR Rate will be determined by Administrative Agent. Each determination
of the applicable LIBOR Rate by Administrative Agent will be conclusive and binding upon the parties to this Agreement, absent
manifest error.


 


4.3             
Computation of Interest. Interest will be computed for the actual number of days elapsed on the basis of a
year of (a) 360 days for interest calculated at the LIBOR Rate and (b) 365/366 days for interest calculated
at the Base Rate. The applicable interest rate for each Base Rate Loan will change simultaneously with each change in the Base
Rate and the applicable interest rate for each LIBOR Loan will change simultaneously with each change in the LIBOR Rate.


 


		Section 5	FEES.



 


5.1             
Unused Fee. Borrowers shall pay to Administrative Agent for the account of each Lender with a Term B Loan
Commitment (except as provided in Section 2.5) an unused fee (the “Unused Fee”), for the period from
the Closing Date to the earlier of (i) the Termination Date or (ii) the last day of the Term B Loan Availability Period, at the
Unused Fee Rate in effect from time to time of that Lender’s Pro Rata Share (as adjusted from time to time) of the average
daily unused amount of the Term B Loan Commitments. For purposes of calculating usage under this Section 5.1, the Term B
Loan Commitments will be deemed used when initially drawn. That Unused Fee will be payable in arrears on the first Business
Day of each month and on the earlier of the Termination Date or the last day of the Term B Loan Availability Period for any period
then ending for which that Unused Fee has not have previously been paid. The Unused Fee will be computed for the actual number
of days elapsed on the basis of a year of 360 days.


 


5.2             
Additional Fees. Borrowers shall pay to Administrative Agent all fees as are mutually agreed to from time
to time by Borrowers and Administrative Agent, including the fees set forth in the Agent Fee Letter.


 


5.3             
Applicable Premium and Exit Fee. Without limiting the generality of Section 5.2, Borrowers shall
pay to Administrative Agent, for the sole and separate account of Administrative Agent, each Applicable Premium and Exit Fee in
accordance with the Agent Fee Letter.


 


5.4             
Warrants.


 


5.4.1                
Warrant Original Issue Discount. The Loan Parties, their Subsidiaries and Administrative Agent acknowledge
and agree that the Loans and the Warrants are part of an “investment unit” within the meaning of Section 1273(c)(2)
of the Code. The Loan Parties, their Subsidiaries and Administrative Agent agree that for purposes of allocating a portion of the
issue price of the investment unit to the Warrants in accordance with Treasury Regulation Section 1.1273-2(h)(1), the fair market
value of the Closing Date Warrant is $765,678. The Loan Parties, their Subsidiaries and Administrative Agent agree that any other
Warrant issued after the Closing Date to the Warrant Holder shall be valued using the same methodology as the methodology used
to value the Closing Date Warrant and such valuation shall be mutually agreeable to the Holdings and the Warrant Holder. The Loan
Parties, their Subsidiaries and Administrative Agent agree to file all tax returns consistently with this Section 5.4 and
not take any position inconsistent therewith.


 






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		Section 6	Reduction
or Termination of Commitments; PREPAYMENTS; Repayments.



 


6.1             
Reduction or Termination of Commitments.


 


6.1.1                
Voluntary Reduction or Termination of the Term B Loan Commitments. Borrowers may from time to time on
at least five Business Days’ prior written notice from Borrower Representative to Administrative Agent (which shall
promptly advise each applicable Lender thereof) permanently reduce the Term B Loan Commitments. Any such reduction must be
in an amount not less than $500,000 or a higher integral multiple of $100,000.


 


6.1.2                
All Reductions of Commitments. All reductions of the Term B Loan Commitments will reduce the Term B
Loan Commitments ratably among the Lenders according to their respective Pro Rata Shares.


 


6.2             
Prepayments.


 


6.2.1                
Voluntary Prepayments. Borrowers may from time to time prepay the Loans in whole or in part. Borrower Representative
shall give Administrative Agent (which shall promptly advise each applicable Lender) notice of any such prepayment not later than
(x) 11:00 a.m. (New York city time) on the day of that prepayment (which must be a Business Day) in respect of any Base Rate
Loan and (y) 11:00 a.m. (New York city time) on the day three (3) Business Days prior to the date of that prepayment (which
must be a Business Day) in respect of any LIBOR Loan, in each case, specifying the Loans to be prepaid and the date and amount
of prepayment. Any such partial prepayment must be in an amount equal to $500,000 or a higher integral multiple of $100,000 (or
such lesser amount equal to the total outstanding Loan).


 


6.2.2                
Mandatory Prepayments.


 


(a)             
Term Loans. Borrowers shall make a prepayment of the Term Loans until paid in full upon the occurrence of
any of the following at the following times and in the following amounts:


 


(i)               
concurrently with the receipt by any Loan Party or its Subsidiaries of any Net Cash Proceeds from any Asset Disposition,
in an amount equal to 100% of those Net Cash Proceeds; provided that, at the option of Borrower Representative (as elected
by Borrower Representative in writing to Administrative Agent on or prior to the fifth Business Day after the date of receipt of
such Net Cash Proceeds), and so long as no Default or Event of Default shall have occurred and be continuing, Borrowers may reinvest
all or any portion of such Net Cash Proceeds in long-term assets used or useful in their business (such assets, “Additional
Assets”) so long as such reinvestment is made within 180 days after the receipt of such Net Cash Proceeds (as certified
by Borrower Representative in writing to Administrative Agent); provided further, that any Net Cash Proceeds not so reinvested
shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 6.2.2(a)(i) upon the expiration
of such applicable period; provided, further, that to the extent that (1) the assets that were subject to the Asset Disposition
constituted ABL Priority Collateral or Term Loan Priority Collateral, such Additional Assets shall also constitute ABL Priority
Collateral or Term Loan Priority Collateral, respectively (and Borrowers or their Subsidiaries, as the case may be, shall promptly
take such action (if any) as may be required to cause that portion of such reinvestment constituting ABL Priority Collateral or
Term Loan Priority Collateral, as applicable, to be added to the ABL Priority Collateral or Term Loan Priority Collateral securing
the ABL Obligations or the Obligations, as applicable), (2) any such Asset Disposition that consisted of or constituted any portion
of Term Loan Priority Collateral, such Net Cash Proceeds shall be applied to the Obligations and (3) any such Asset Disposition
is of assets solely constituting ABL Priority Collateral that are required to be applied to the ABL Obligations pursuant to the
terms of the ABL Loan Agreement, then the Net Cash Proceeds of such Asset Disposition shall first be applied to the ABL Obligations
as required under the ABL Loan Documents and then to the Obligations as required hereunder. To the extent the Net Cash Proceeds
of any Asset Disposition are required to be applied to the ABL Obligations under the ABL Loan Agreement or the Intercreditor Agreement,
upon the Payment in Full of the ABL Priority Debt (as defined in the ABL Intercreditor Agreement), such Net Cash Proceeds shall
be applied to the Obligations as set forth in this Section 6.2.2(a)(i). Prior to entering into any Asset Disposition of assets
which constitute Term Loan Priority Collateral, Borrowers shall provide not less than three (3) Business Days’ prior written
notice thereof and the proceeds of such Assets Sale shall be deposited a deposit account subject to a Control Agreements whereby
Administrative Agent has a first-priority security interest therein. If Administrative Agent does not receive prior written notice
that Term Loan Priority Collateral is the subject of an Asset Disposition, then the Loan Parties shall be deemed to have represented
and warranted to Administrative Agent on the date such Asset Disposition is consummated that none of the assets subject to such
Asset Disposition constitute Term Loan Priority Collateral.


 






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(ii)             
concurrently with the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any issuance
of Equity Interests of any Loan Party or any of its Subsidiaries, whether in connection with the issuance of any Curative Equity
or otherwise (excluding any issuance of Equity Interests (A) pursuant to any employee or director option program, benefit
plan or compensation program or agreement, (B) by a Subsidiary to any Borrower or another Subsidiary and (C) the Net Cash
Proceeds of which are used substantially concurrently to fund a Permitted Acquisition), in an amount equal to 50% (or, in the case
of Net Cash Proceeds in the form of Curative Equity, 100%) of those Net Cash Proceeds.


 


(iii)          
concurrently with the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any issuance
of any Debt of any Loan Party or any of its Subsidiaries (excluding Debt permitted by Section 11.1), in an amount equal
to 100% of those Net Cash Proceeds;


 






    44


    


    

 


(iv)           
concurrently with the receipt by any Loan Party or any of its Subsidiaries of any Other Receipts, in an amount equal
to 100% of those Other Receipts; provided that, so long as no Default or Event of Default shall have occurred and be continuing,
Borrowers may reinvest the first $500,000 of such Other Receipts and up to 50% of any additional Other Receipts in the aggregate
over the term of the Agreement in the applicable acquired business so long as such reinvestment is made within 180 days after the
receipt of such Other Receipts (as certified by Borrower Representative in writing to Administrative Agent); provided further,
that any Other Receipts not so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this
Section 6.2.2(a)(iv) upon the expiration of such applicable period; and


 


(v)             
within five Business Days after the earlier of (A) the date that Fiscal Year-end financial statements are required
to be delivered pursuant to Section 10.1.1, and (B) the date of Borrowers’ actual delivery of Fiscal Year-end
financial statements delivered pursuant to Section 10.1.1 (commencing with the Fiscal Year ending on December 31, 2021),
in an amount equal to the result of (A) the ECF Percentage of Excess Cash Flow for that Fiscal Year minus (B) the aggregate
amount of all voluntary prepayments in respect of the outstanding principal balance of the Term Loan (including any Incremental
Loans) made by Borrowers during such Fiscal Year.


 


6.3             
Manner of Prepayments.


 


6.3.1                
All Prepayments. Any prepayment of Term Loans is subject to Section 5.3. Other than as specified
in the last proviso of Section 6.2.2(a)(i), all prepayments of the Term Loans will be applied ratably to the Term Loans
in the inverse order of maturity to the remaining installments thereof (including, without limitation, the final installment thereof).
Except as otherwise provided by this Agreement, all principal payments in respect of the Loans will be applied first to repay outstanding
Base Rate Loans and then to repay outstanding LIBOR Rate Loans.


 


6.4             
Repayments.


 


6.4.1                
[Reserved].


 


6.4.2                
Term A Loans. Borrowers shall pay the principal amount of each Term A Loan of each Lender as follows:
(a) in arrears in quarterly installments equal to 0.25% of the original principal amount of the Term A Loans on the Closing
Date, each payable on the first Business Day of each Fiscal Quarter commencing on the first Business Day after the Fiscal
Quarter ending December 31, 2020 and (b) a final installment equal to the remaining outstanding principal balance of the Term A
Loans, payable on the Termination Date. Unless sooner paid in full, the outstanding principal balance of the Term A Loans
must be paid in full on the Termination Date.


 


6.4.3                
Term B Loans. Borrowers shall pay the principal amount of each Term B Loan of each Lender as follows:
(a) in arrears in quarterly installments equal to 0.25% of the original principal amount of the Term B Loans that have been
funded since the Closing Date, each payable on the first Business Day of each Fiscal Quarter, commencing on the first Business
Day of the Fiscal Quarter immediately following the Fiscal Quarter in which that Term B Loan is made to any Borrower and (b) a
final installment equal to the remaining outstanding principal balance of the Term B Loans, payable on the Termination Date.
Unless sooner paid in full, the outstanding principal balance of the Term B Loans must be paid in full on the Termination
Date.


 






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		Section 7	MAKING
AND PRORATION OF PAYMENTS; SETOFF; TAXES.



 


7.1             
Making of Payments.


 


7.1.1                
Borrowers shall make all payments of principal or interest on the Loans, and of all fees, to Administrative Agent
in immediately available funds to Administrative Agent’s Account not later than 2:00 p.m. (New York city time) on the date
due, and funds received after that time will be deemed to have been received by Administrative Agent on the following Business
Day. Borrower shall make all payments to Administrative Agent and the Lenders without set-off, counterclaim, recoupment, deduction,
or other defense. Subject to Section 2.5, Administrative Agent shall promptly remit to each Lender its share of all
such payments received in collected funds by Administrative Agent for the account of that Lender. Notwithstanding the foregoing,
Borrowers shall make all payments under Section 8.1 directly to the Lender entitled thereto.


 


7.2             
Application of Certain Payments.


 


7.2.1                
So long as no Default or Event of Default has occurred and is continuing, (a) payments matching specific scheduled
payments then due will be applied to those scheduled payments and (b) voluntary and mandatory prepayments will be applied
as set forth in Sections 6.2 and 6.3.


 


7.2.2                
Subject to any written agreement among Administrative Agent and the Lenders:


 


(a)             
All payments of principal and interest in respect of outstanding Loans, all payments of fees, and all other payments
in respect of any other Obligations, will be allocated by Administrative Agent among Administrative Agent and the Lenders, as applicable,
in proportion to their respective Pro Rata Shares or otherwise as provided in this Agreement or, in respect of payments not made
on account of Loans, as designated by the Person making payment when the payment is made.


 


(b)             
After the occurrence and during the continuance of an Event of Default, Administrative Agent may, and upon the direction
of the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to
the provisions of this Agreement, as follows: (i) first, ratably to pay the Obligations in respect of any fees, expense
reimbursements, indemnities and other amounts then due and payable to Administrative Agent until paid in full; (ii) second,
ratably to pay the Obligations in respect of any fees (other than any Applicable Premium or Exit Fee) and indemnities then due
and payable to the Lenders until paid in full; (iii) third, ratably (to Administrative Agent in accordance with Administrative
Agent’s outstanding Protective Advances) to pay interest then due and payable in respect of Protective Advances until paid
in full; (iv) fourth, ratably (to Administrative Agent in accordance with Administrative Agent’s outstanding Protective
Advances) to pay principal of the Protective Advances until paid in full; (v) fifth, ratably to pay the Obligations in respect
of any Applicable Premium or Exit Fee then due and payable until paid in full; and (vi) sixth, to the ratable payment
of all other Obligations then due and payable.


 






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(c)              
For purposes of Section 7.2.2(b), “paid in full” means payment in cash of all amounts owing under
the Loan Documents (or, to the extent those Obligations are contingent, to provide cash collateral in respect of those Obligations
in a manner and amount reasonably satisfactory to the Administrative Agent) according to the terms thereof, including loan fees,
service fees, professional fees, interest (and specifically including interest accrued after, or that would have accrued but for,
the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or
not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding.


 


(d)             
In the event of a direct conflict between the priority provisions of this Section 7.2.2 and other provisions
contained in any other Loan Document, it is the intention of the parties to this Agreement that all such priority provisions be
read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable
conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 7.2.2 will control and govern.


 


7.3             
Due Date Extension. If any payment of principal or interest with respect to any of the Loans, or of any fees,
falls due on a day which is not a Business Day, then that due date will be extended to the immediately following Business Day (unless,
in the case of a LIBOR Loan, that immediately preceding Business Day is the first Business Day of a month, in which case that due
date will be the immediately preceding Business Day), and, in the case of principal, additional interest will accrue and be payable
for the period of any such extension.


 


7.4             
Setoff. Each Borrower, for itself and each other Loan Party, agrees that Administrative Agent and each Lender
have all rights of set-off and bankers’ lien provided by applicable law, and in addition thereto, each Borrower, for itself
and each other Loan Party, agrees that at any time any Event of Default exists, Administrative Agent and each Lender may apply
to the payment of any Obligations of each Borrower and each other Loan Party under this Agreement, whether or not then due, any
and all balances, credits, deposits, accounts, or moneys of each Borrower and each other Loan Party then or thereafter with Administrative
Agent or that Lender.


 


7.5             
Proration of Payments. Except as provided in Section 2.5, if any Lender obtains any payment or
other recovery (whether voluntary, involuntary, by application of offset, or otherwise), on account of principal of or interest
on any Loan (but excluding (i) any payment pursuant to Section 8 or 15.6 and (ii) payments of interest
on any Affected Loan) in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account
of principal of and interest on the Loans, then held by them, then that Lender shall purchase from the other Lenders such participations
in the Loans held by them as are necessary to cause that purchasing Lender to share the excess payment or other recovery ratably
with each of them, but if all or any portion of the excess payment or other recovery is thereafter recovered from that purchasing
Lender, then that purchase will be rescinded and the purchase price restored to the extent of that recovery.


 






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7.6             
Taxes.


 


7.6.1                
All payments under this Agreement or under the Loan Documents (including any payment of principal, interest, or fees)
to, or for the benefit, of any Person will be made by Borrowers free and clear of and without deduction or withholding for, or
account of, any Taxes now or hereafter imposed by any taxing authority, except as required by applicable law.


 


7.6.2                
If Borrowers make any payment under this Agreement or under any other Loan Document in respect of which any Borrower
is required by applicable law to deduct or withhold any Indemnified Taxes, then Borrowers shall increase the payment under this
Agreement or under any other Loan Document such that after the reduction for the amount of Indemnified Taxes withheld (and any
Indemnified Taxes withheld or imposed with respect to the additional payments required under this Section 7.6.2), the
amount paid equals the amount that was payable under this Agreement or under any other Loan Document without regard to this Section 7.6.2.
To the extent Borrowers withhold any Taxes on payments under this Agreement or under any other Loan Document, Borrowers shall pay
the full amount deducted to the relevant taxing authority within the time allowed for payment under applicable law and shall deliver
to Administrative Agent within 30 days after Borrowers have made payment to that taxing authority a receipt issued by that
taxing authority (or other evidence satisfactory to Administrative Agent) evidencing the payment of all amounts so required to
be deducted or withheld from that payment.


 


7.6.3                
If any Lender or Administrative Agent or other recipient is required by law to make any payments of any Indemnified
Taxes on or in relation to any amounts received or receivable under this Agreement or under any other Loan Document, or any Indemnified
Tax is assessed against a Lender or Administrative Agent or other recipient with respect to amounts received or receivable under
this Agreement or under any other Loan Document, Borrowers will indemnify that Person against (i) that Indemnified Tax and
(ii) any Taxes imposed as a result of the receipt of the payment under this Section 7.6.3. A certificate prepared
in good faith as to the amount of any such payment by that Lender or Administrative Agent or other recipient will, absent manifest
error, be final, conclusive, and binding on all parties.


 


7.6.4                
(a) To the extent permitted by applicable law, each Lender that is not a United States person within the meaning
of Code Section 7701(a)(30) (a “Non-U.S. Lender”) shall deliver to Borrower Representative and Administrative
Agent on or prior to the Closing Date (or in the case of a Lender that is an Assignee, on the date of the assignment to that Lender)
two accurate and complete original signed copies of IRS Form W-8BEN, W-8BEN-E, W-8ECI, or W-8IMY (or any successor or other applicable
form prescribed by the IRS) certifying to that Lender’s entitlement to a complete exemption from, or a reduced rate in, United
States withholding tax on interest payments to be made under this Agreement or with respect to any Loan. If a Lender that is a
Non-U.S. Lender is claiming a complete exemption from withholding on interest pursuant to Code Sections 871(h) or 881(c),
then that Lender shall deliver (along with two accurate and complete original signed copies of IRS Form W-8BEN or W-8BEN-E) a certificate
in form and substance reasonably acceptable to Administrative Agent (any such certificate, a “Withholding Certificate”).
In addition, each Lender that is a Non-U.S. Lender shall, from time to time after the Closing Date (or in the case of a Lender
that is an Assignee, after the date of the assignment to that Lender) when a lapse in time (or change in circumstances occurs)
renders the prior certificates delivered under this Agreement obsolete or inaccurate in any material respect, to the extent permitted
under applicable law, deliver to Borrower Representative and Administrative Agent two new and accurate and complete original signed
copies of an IRS Form W-8BEN, W-8BEN-E, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and
if applicable, a new Withholding Certificate, to confirm or establish the entitlement of that Lender or Administrative Agent to
an exemption from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or with
respect to any Loan.


 






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(b)             
Each Lender that is not a Non-U.S. Lender (other than any such Lender that is taxed as corporation for U.S. federal
income tax purposes) shall provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable
form) to Borrower Representative and Administrative Agent certifying that that Lender is exempt from United States backup withholding
Tax. To the extent that a form provided pursuant to this Section 7.6.4(b) is rendered obsolete or inaccurate in any material
respect as result of change in circumstances with respect to the status of a Lender or Administrative Agent, then that Lender or
Administrative Agent shall, to the extent permitted by applicable law, deliver to Borrower Representative and, as applicable, Administrative
Agent revised forms necessary to confirm or establish the entitlement to that Lender’s exemption from United States backup
withholding Tax.


 


(c)              
No Borrower will be required to pay additional amounts to any Lender, or indemnify any Lender, under this Section 7.6
to the extent that any Borrower’s obligations would not have arisen but for the failure of that Lender to comply with Section
7.6.4(a) and/or in the case of a Non-U.S. Lender, the inability of such Lender to claim a complete exemption from U.S. withholding
tax on interest under the Code (including, but not limited to, as a result of such Lender’s status under Code Section 881(c)(3))
or an applicable income tax treaty, except to the extent such inability results from a Change in Law occurring after the date such
Lender acquired an interest in a Loan.


 


(d)             
Each Lender shall indemnify Administrative Agent and hold Administrative Agent harmless for the full amount of any
and all present or future Taxes and related liabilities (including penalties, interest, additions to Tax and expenses, and any
Taxes imposed by any jurisdiction on amounts payable to Administrative Agent under this Section 7.6) which are imposed
on or with respect to principal, interest, or fees payable to that Lender under this Agreement and which are not paid by Borrowers
pursuant to this Section 7.6, whether or not those Taxes or related liabilities were correctly or legally asserted.
This indemnification must be made within 30 days from the date Administrative Agent makes written demand therefor.


 






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7.6.5                
(a) If Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any
Indemnified Taxes as to which it has been indemnified by the Borrowers or with respect to which the Borrowers have paid additional
amounts pursuant to this Section 7.6, then Administrative Agent or that Lender, as applicable, shall pay over that
refund to the Borrowers (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrowers under
this Section 7.6 with respect to the Indemnified Taxes giving rise to that refund), net of any Taxes imposed by reason
of receipt of that refund and all out-of-pocket expenses of Administrative Agent or that Lender, as applicable, and without interest
(other than any interest paid by the relevant governmental authority with respect to that refund, which interest must be paid to
the Borrowers). Upon the request of Administrative Agent or any such Lender, Borrowers shall repay any amount paid to the Borrowers
(plus any penalties, interest, or other charges imposed by the relevant governmental authority) to Administrative Agent
or that Lender in the event Administrative Agent or that Lender is required to repay any such refund to any such governmental authority.
Nothing in this Section 7.6.5 is to be construed to require Administrative Agent or any Lender to make available its
tax returns (or any other information which it deems confidential) to any Borrower or any other Person.


 


(b) At the
request of any Borrower and at the expense of the Borrowers, a Lender shall use reasonable efforts to cooperate with the Borrowers
to obtain any available refund of any Indemnified Taxes as to which the Lender has been indemnified by the Borrowers or with respect
to which the Borrowers have paid additional amounts, so long as such efforts would not, in the sole discretion of such Lender exercised
in good faith, result in any additional costs or expenses or be otherwise disadvantageous to such Lender.


 


7.6.6                
If a payment made to a Lender under any Loan Document would be subject to U.S. federal income withholding Tax imposed
by FATCA if that 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), then that Lender shall deliver to Administrative Agent (or, in the
case of a Participant, to the Lender granting the participation only) at the time or times prescribed by law and at any other time
or times reasonably requested by Administrative Agent (or, in the case of a Participant, the Lender granting the participation)
all documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and all additional
documentation reasonably requested by Administrative Agent (or, in the case of a Participant, the Lender granting the participation)
as is necessary for Administrative Agent or Borrowers to comply with their obligations under FATCA and to determine that that Lender
has complied with that Lender’s obligations under FATCA or to determine the amount to deduct and withhold from that payment.
Solely for purposes of this Section 7.6.6, “FATCA” is deemed to include any amendments made to FATCA after
the date of this Agreement.


 






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		Section 8	Increased
Costs; Special Provisions for LIBOR Loans.



 


8.1             
Increased Costs.


 


(a)             
If any Change in Law (i) imposes, modifies, or deems applicable any reserve (including any reserve imposed by
the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 4), special
deposit, or similar requirement against assets of, deposits with, or for the account of, or credit extended by, any Lender; or
(ii) imposes on any Lender any other condition affecting its LIBOR Loans, its Note(s), or its obligation to make LIBOR Loans,
and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose
a cost on) that Lender (or any LIBOR Office of that Lender) of making or maintaining any Loan, or to reduce the amount of any sum
received or receivable by that Lender (or its LIBOR Office) under this Agreement or under its Note(s) with respect thereto, then
upon demand by that Lender (which demand must be accompanied by a statement setting forth the basis for that demand and a calculation
of the amount thereof in reasonable detail, a copy of which must be furnished to Administrative Agent), Borrowers shall pay directly
to that Lender such additional amount as will compensate that Lender for that increased cost or that reduction, so long as the
applicable amounts have accrued on or after the day that is 180 days prior to the date on which that Lender first made demand
therefor.


 


(b)             
If any Lender reasonably determines that any change in, or the adoption or phase-in of, any applicable law, rule,
or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any governmental authority,
central bank, or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or
any Person controlling any Lender with any request or directive regarding capital adequacy (whether or not having the force of
law) of any such authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on
that Lender’s or that controlling Person’s capital as a consequence of that Lender’s obligations under this Agreement
to a level below that which that Lender or that controlling Person could have achieved but for that change, adoption, phase-in,
or compliance (taking into consideration that Lender’s or that controlling Person’s policies with respect to capital
adequacy) by an amount deemed by that Lender or that controlling Person to be material, then from time to time, upon demand by
that Lender (which demand must be accompanied by a statement setting forth the basis for that demand and a calculation of the amount
thereof in reasonable detail, a copy of which must be furnished to Administrative Agent), Borrowers shall pay to that Lender such
additional amount as will compensate that Lender or that controlling Person for that reduction, so long as the applicable amounts
have accrued on or after the day that is 180 days prior to the date on which that Lender first made demand therefor.


 


8.2             
Basis for Determining Interest Rate Inadequate or Unfair.


 


(a)             
Administrative Agent shall promptly notify the other parties of the following:


 






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(i)               
Administrative Agent reasonably determines (which determination will be binding and conclusive on Borrowers) that
by reason of circumstances affecting the interbank LIBOR market adequate and reasonable means do not exist for ascertaining the
applicable LIBOR Rate; or


 


(ii)             
the Required Lenders advise Administrative Agent that the LIBOR Rate as determined by Administrative Agent will not
adequately and fairly reflect the cost to those Lenders of maintaining or funding LIBOR Loans (taking into account any amount to
which those Lenders may be entitled under Section 8.1) or that the making or funding of LIBOR Loans has become impracticable
as a result of an event occurring after the date of this Agreement which in the opinion of those Lenders materially affects those
Loans.


 


(b)             
So long as any circumstances described in a notice delivered pursuant to Section 8.2(a) continue, (i) no
Lender will be required to make any LIBOR Loans or convert any Base Rate Loans into LIBOR Loans, and (ii) each such Loan will,
unless then repaid in full, automatically convert to a Base Rate Loan.


 


(c)              
Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Borrower Representative
and the Administrative Agent determine in good faith (which determination shall be final and conclusive and binding upon all parties
hereto, absent manifest error), or the Borrower Representative or Required Lenders notify the Administrative Agent (with, in the
case of the Required Lenders, a copy to the Borrower Representative) that the Borrower Representative or Required Lenders (as applicable)
have determined in good faith, that:


 


(i)               
the circumstances described in Section 8.2(a)(i) are unlikely to be temporary,


 


(ii)             
the administrator of the LIBOR Screen Rate or a governmental authority having jurisdiction over the Administrative
Agent has made a public statement identifying a specific date after which LIBOR Screen Rate shall no longer be made available,
or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”),
or


 


(iii)          
syndicated loans currently being executed, or that include language similar to that contained in this Section
8.2, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR Screen
Rate,


 


then, reasonably promptly
after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the
Administrative Agent and the Borrower Representative may amend this Agreement to replace the LIBOR Screen Rate with an alternate
benchmark rate that is generally accepted as the then prevailing market convention for determining a rate of interest for syndicated
leveraged loans of this type in the United States at such time (including any mathematical or other adjustments to the benchmark
(if any) incorporated therein or this Agreement to preserve pricing in effect at the time of selection of such alternate benchmark
rate and other changes necessary to reflect the available interest periods for such alternate benchmark rate) (any such proposed
rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any
such amendment shall become effective at 5:00 p.m. (New York city time) on the fifth Business Day after the Administrative Agent
shall have posted such proposed amendment to all Lenders unless, prior to such time, Lenders comprising the Required Lenders have
delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment.


 






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If no LIBOR Successor
Rate has been determined and the circumstances under clause (c)(i) above exist or the Scheduled Unavailability Date has occurred
(as applicable), the Administrative Agent will promptly so notify the Borrower Representative and each Lender. Thereafter, (x)
the obligation of the Lenders to make or maintain LIBOR Loans shall be suspended, (to the extent of the affected LIBOR Loans),
and (y) the LIBOR Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower
Representative may revoke any pending request for a borrowing of, conversion to or continuation of LIBOR Loans (to the extent of
the affected LIBOR Loans) or, failing that, will be deemed to have converted such request into a request for a borrowing of Base
Rate Loans (subject to the foregoing clause (y)) in the amount specified therein.


 


Notwithstanding anything
else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than
1.25% per annum for purposes of this Agreement.


 


8.3             
Changes in Law Rendering LIBOR Loans Unlawful. If, after the date of this Agreement, any change in, or the
adoption of any new, law or regulation, or any change in the interpretation of any applicable law or regulation by any governmental
authority or other regulatory body charged with the administration thereof, makes it (or in the good faith judgment of any Lender
causes a substantial question as to whether it is) unlawful for any Lender to make, maintain, or fund LIBOR Loans, then that Lender
shall promptly notify each of the other parties to this Agreement and, so long as those circumstances continue, (a) that Lender
will not be required to make any LIBOR Loan or convert any Base Rate Loan into a LIBOR Loan (but that Lender shall, subject to
the other terms of this Agreement, make Base Rate Loans concurrently with the making of or conversion of Base Rate Loans into LIBOR
Loans by the Lenders which are not so affected, in each case in an amount equal to the amount of LIBOR Loans which would be made
or converted into by that Lender at that time in the absence of those circumstances), and (b) each such LIBOR Loan will, unless
then repaid in full, automatically convert to a Base Rate Loan. Each Base Rate Loan made by a Lender which, but for the circumstances
described in the foregoing sentence, would be a LIBOR Loan (an “Affected Loan”) will remain outstanding for
the period corresponding to the LIBOR Loans of which that Affected Loan would be a part absent those circumstances.


 


8.4             
Right of Lenders to Fund through Other Offices. Each Lender may, if it so elects, fulfill its commitment as
to any LIBOR Loan by causing a foreign branch or Affiliate of that Lender to make that Loan, but each such Loan will be deemed
to have been made by that Lender and the obligation of Borrowers to repay that Loan will be to that Lender and will be deemed held
by the Lender, to the extent of that Loan, for the account of that branch or Affiliate.


 


8.5             
Mitigation of Circumstances; Replacement of Lenders.


 


(a)             
Each Lender shall promptly notify Borrower Representative and Administrative Agent of any event of which it has knowledge
that will result in, and will use reasonable commercial efforts available to it (and not, in that Lender’s sole judgment,
otherwise disadvantageous to that Lender) to mitigate or avoid, (i) any obligation by Borrowers to pay any amount pursuant
to Sections 7.6 or 8.1 or (ii) the occurrence of any circumstances described in Sections 8.2
or 8.3 (and, if any Lender has given notice of any such event described in clause (i) or (ii) and thereafter
that event ceases to exist, that Lender shall promptly so notify Borrower Representative and Administrative Agent). Without limiting
the foregoing, each Lender shall designate a different funding office if that designation will avoid (or reduce the cost to Borrowers
of) any event described in clause (i) or (ii) and that designation will not, in that Lender’s sole judgment,
be otherwise disadvantageous to that Lender.


 






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(b)             
If Borrowers become obligated to pay additional amounts to any Lender pursuant to Sections 7.6 or 8.1,
or any Lender gives notice of the occurrence of any circumstances described in Sections 8.2 or 8.3, or any Lender
becomes a Defaulting Lender (any such affected Lender, an “Affected Lender”), then Borrower Representative may
designate another financial institution that is acceptable to Administrative Agent in its reasonable discretion (a “Replacement
Lender”) to purchase the Loans of that Lender and that Lender’s rights under this Agreement, without recourse to
or warranty by, or expense to, that Lender, for a purchase price equal to the outstanding principal amount of the Loans payable
to that Lender plus any accrued but unpaid interest on those Loans and all accrued but unpaid fees owed to that Lender and
any other amounts owed to that Lender under this Agreement and any other Loan Document, and to assume all the obligations of that
Lender under this Agreement. Upon any such purchase and assumption (pursuant to an Assignment Agreement), the applicable Lender
will no longer be a party to this Agreement or have any rights under this Agreement (other than rights with respect to indemnities
and similar rights applicable to that Lender prior to the date of that purchase and assumption) and will be relieved from all obligations
to Borrowers under this Agreement, and the Replacement Lender will succeed to the rights and obligations of that Lender under this
Agreement. In the event that an Affected Lender does not execute an Assignment Agreement pursuant to Section 15.6.1 within
five (5) Business Days after receipt by such Affected Lender of notice of replacement pursuant to this Section 8.5(b) and
presentation to such Affected Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 8.5(b),
the Administrative Agent shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such Affected
Lender, and any such Assignment Agreement so executed by the Borrower Representative, the Replacement Lender and Administrative
Agent, shall be effective for purposes of this Section 8.5(b) and Section 15.6.1. Notwithstanding the foregoing,
with respect to a Lender that is a Defaulting Lender, Administrative Agent may, but shall not be obligated to, obtain a Replacement
Lender and execute an Assignment Agreement on behalf of such Defaulting Lender at any time with three (3) Business Days’
prior notice to such Lender (unless notice is not practicable under the circumstances) and cause such Lender’s Loans and
Commitments to be sold and assigned, in whole or in part, at par. Upon any such assignment and payment and compliance with the
other provisions of Section 15.6.1, such replaced Lender shall no longer constitute a “Lender” for purposes
hereof; provided, any rights of such Affected Lender to indemnification hereunder shall survive.


 


8.6             
Conclusiveness of Statements; Survival of Provisions. Determinations and statements of any Lender pursuant
to Sections 8.1, 8.2, or 8.3 will be conclusive absent demonstrable error. Lenders may use reasonable
averaging and attribution methods in determining compensation under Section 8.1, and the provisions of Section 8.1
will survive repayment of the Obligations, cancellation of any Note(s), and termination of this Agreement.


 






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		Section 9	REPRESENTATIONS
AND WARRANTIES.



 


To induce Administrative
Agent and the Lenders to enter into this Agreement and to induce the Lenders to make Loans under this Agreement, Holdings and each
Borrower represents and warrants to Administrative Agent and the Lenders that:


 


9.1             
Organization. Each of the Loan Parties and their Subsidiaries is validly existing and in good standing under
the laws of its jurisdiction of organization, and each of the Loan Parties and their Subsidiaries is duly qualified to do business
in each jurisdiction where, because of the nature of its activities or properties, that qualification is required, except for any
jurisdiction where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.


 


9.2             
Authorization; No Conflict.


 


(a)             
Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, each Borrower
is duly authorized to borrow monies under this Agreement, and each Loan Party is duly authorized to perform its Obligations under
each Loan Document to which it is a party.


 


(b)             
The execution, delivery, and performance by each Loan Party of each Loan Document to which it is a party, and the
borrowings by each Borrower under this Agreement, do not and will not (i) require any consent or approval of any governmental
agency or authority (other than any consent or approval that has been obtained and is in full force and effect); (ii) conflict
with (A) any provision of law, (B) the organizational documents or governing documents of any Loan Party, or (C) any
agreement, indenture, instrument, or other document, or any judgment, order, or decree, that is binding upon any Loan Party or
any of their respective properties; or (iii) require, or result in, the creation or imposition of any Lien on any asset of
any Loan Party (other than Liens in favor of Administrative Agent created pursuant to the Collateral Documents).


 


9.3             
Validity and Binding Nature. Each of this Agreement and each other Loan Document to which any Loan Party is
a party is the legal, valid, and binding obligation of that Person, enforceable against that Person in accordance with its terms,
subject to bankruptcy, insolvency, and similar laws affecting the enforceability of creditors’ rights generally and to general
principles of equity.


 


9.4             
Financial Condition. The Financial Statements, copies of each of which have been delivered to each Lender,
were prepared in accordance with GAAP (subject, in the case of any such unaudited statements, to the absence of footnotes and to
normal year-end adjustments) and present fairly in all material respects the consolidated financial condition of Holdings and its
Subsidiaries and Green Remedies, as applicable, as at the dates covered in the Financial Statements and the results of their operations
for the periods then ended.


 






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9.5             
No Material Adverse Change. Since December 31, 2019, there has been no material adverse change in the financial
condition, operations, assets, business, prospects, or properties of the Loan Parties and their Subsidiaries, taken as a whole.


 


9.6             
Litigation and Contingent Liabilities. No litigation (including derivative actions), arbitration proceeding
or governmental investigation or proceeding is pending or, to the Loan Parties’ knowledge, threatened against any of the
Loan Parties and their Subsidiaries that could reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect, except as set forth in Schedule 9.6. Other than liability incident to any such litigation or proceedings, none
of the Loan Parties and their Subsidiaries has any material contingent liabilities that are not listed in Schedule 9.6 or
permitted by Section 11.1.


 


9.7             
Ownership of Properties; Liens. Each of the Loan Parties and their Subsidiaries owns good title to and, in
the case of owned real property, marketable title to, and in the case of leased real property, a valid leasehold interest in, all
of its properties and assets, real and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks,
trade names, service marks and copyrights), free and clear of all Liens, charges, and claims (including infringement claims with
respect to any registered or issued patents, trademarks, service marks, and copyrights owned by that Loan Party and/or that Subsidiary),
except as permitted by Section 11.2. No financing statement or other public notice with respect to all or any part
of the Collateral is on file or of record in any public office, except filings evidencing Permitted Liens and filings for which
copies of recorded termination statements have been delivered to Administrative Agent.


 


9.8             
Equity Ownership. All issued and outstanding Equity Interests of each of the Loan Parties and their Subsidiaries
are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than those in favor of
Administrative Agent, second-priority Liens in favor of the ABL Agent and non-consensual Permitted Liens arising by operation of
law, and all such Equity Interests were issued in compliance with all applicable state and federal laws concerning the issuance
of securities. Schedule 9.8 sets forth the authorized Equity Interests of each of the Loan Parties and their Subsidiaries
as of the Closing Date. All of the issued and outstanding Equity Interests of Borrowers are owned as set forth on Schedule 9.8
as of the Closing Date, and all of the issued and outstanding Equity Interests of each Wholly-Owned Subsidiary is, directly or
indirectly, owned by Holdings. As of the Closing Date, except as set forth on Schedule 9.8, there are no pre-emptive
or other outstanding rights, options, warrants, conversion rights, or other similar agreements or understandings for the purchase
or acquisition of any Equity Interests of any of the Loan Parties and their Subsidiaries.


 


9.9             
Pension Plans.


 


(a)             
The Unfunded Liability of all Pension Plans does not in the aggregate exceed 20% of the Total Plan Liability for
all such Pension Plans. Except as could not reasonably be expected to result in a Material Adverse Effect, each Pension Plan complies
with all applicable requirements of law and regulations. No contribution failure under Section 430 of the Code, Section 303
of ERISA, or the terms of any Pension Plan has occurred with respect to any Pension Plan sufficient to give rise to a Lien under
Section 303(k) of ERISA or otherwise to have a Material Adverse Effect. There are no pending or, to the knowledge of any Loan
Party, threatened claims, actions, investigations, or lawsuits against any Pension Plan, any fiduciary of any Pension Plan, or
any Borrower or other any member of the Controlled Group with respect to a Pension Plan or a Multiemployer Pension Plan which could
reasonably be expected to have a Material Adverse Effect. Neither any Borrower nor any other member of the Controlled Group has
engaged in any prohibited transaction (as defined in Section 4975 of the Code or Section 406 of ERISA) in connection
with any Pension Plan or Multiemployer Pension Plan which would subject that Person to any material liability. Within the past
five years, neither any Borrower nor any other member of the Controlled Group has engaged in a transaction that resulted in
a Pension Plan with an Unfunded Liability being transferred out of the Controlled Group, except as could not reasonably be expected
to have a Material Adverse Effect. No Termination Event has occurred or is reasonably expected to occur with respect to any Pension
Plan, except as could not reasonably be expected to have a Material Adverse Effect.


 






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(b)             
(i) All contributions (if any) have been made to any Multiemployer Pension Plan that are required to be made
by any Borrower or any other member of the Controlled Group under the terms of the plan or of any collective bargaining agreement
or by applicable law; (ii) neither any Borrower nor any other member of the Controlled Group has withdrawn or partially withdrawn
from any Multiemployer Pension Plan, incurred any withdrawal liability with respect to any such plan, or received notice of any
claim or demand for withdrawal liability or partial withdrawal liability from any such plan, and no condition has occurred which,
if continued, could reasonably be expected to result in a withdrawal or partial withdrawal from any such plan; and (iii) neither
any Borrower nor any other member of the Controlled Group has received any notice that any Multiemployer Pension Plan is in reorganization,
that increased contributions may be required to avoid a reduction in plan benefits or the imposition of any excise tax, that any
such plan is or has been funded at a rate less than that required under Section 412 of the Code, that any such plan is or
may be terminated, or that any such plan is or may become insolvent.


 


9.10        
Investment Company Act. No Loan Party is an “investment company” or a company “controlled”
by an “investment company” or a “subsidiary” of an “investment company,” within the meaning
of the Investment Company Act of 1940.


 


9.11        
Compliance with Laws. Each of the Loan Parties and their Subsidiaries is in compliance in all respects with
the requirements of all laws and all orders, writs, injunctions, and decrees applicable to it or to its properties, except where
(a) that 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.


 


9.12        
Regulation U. No Borrower is engaged principally, or as one of its important activities, in the business
of extending credit for the purpose of purchasing or carrying Margin Stock.


 


9.13        
Taxes. Each of the Loan Parties and their Subsidiaries has timely filed all material tax returns and reports
required by law to have been filed by it and has paid all material Taxes and governmental charges due and payable with respect
to each such return, except any such Taxes or charges that (a) are not delinquent, (b) remain payable without penalty
or interest, or (c) are being diligently contested in good faith by appropriate proceedings and for which adequate reserves
in accordance with GAAP have been set aside on that Loan Party’s or that Subsidiary’s books. The Loan Parties and their
Subsidiaries have made adequate reserves on their books and records in accordance with GAAP for all Taxes that have accrued but
which are not yet due and payable. None of the Loan Parties and their Subsidiaries have participated in any transaction that relates
to a year of the taxpayer (which is still open under the applicable statute of limitations) which is a “reportable transaction”
within the meaning of Treasury Regulation Section 1.6011-4(b)(2) (irrespective of the date when the transaction was entered
into).


 






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9.14        
Solvency, etc. On the Closing Date, and immediately prior to and after giving effect to each borrowing under
this Agreement and the use of the proceeds thereof and giving effect to the contribution rights set forth in Section 16, with respect
to Holdings and each Borrower, individually, and the Loan Parties taken as a whole, (a) the fair value of its or their assets
is greater than the amount of its or their liabilities (including disputed, contingent and unliquidated liabilities) as that value
is established and liabilities evaluated in accordance with GAAP; (b) the present fair saleable value of its or their assets
is not less than the amount that will be required to pay the probable liability on its or their debts as they become absolute and
matured; (c) it is, and they are, able to realize upon its or their assets and pay its or their debts and other liabilities
(including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business; (d) it does
not, and they do not, intend to, and it does not, and they do not, believe that it or they will, incur debts or liabilities beyond
its or their ability to pay as those debts and liabilities mature; and (e) it is not, and they are not, engaged in or about
to engage in business or a transaction for which its or their property would constitute unreasonably small capital.


 


9.15        
Environmental Matters. The on-going operations of each of the Loan Parties and their Subsidiaries comply in
all respects with all Environmental Laws, except for non-compliance that could not (if enforced in accordance with applicable law)
reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect. Each of the Loan Parties
and their Subsidiaries has obtained, and maintained in good standing, all licenses, permits, authorizations, registrations, and
other approvals required under any Environmental Law and required for their respective ordinary course operations, and for their
reasonably anticipated future operations, and each of the Loan Parties and their Subsidiaries is in compliance with all terms and
conditions thereof, except where the failure to do so could not reasonably be expected to result in material liability to any of
the Loan Parties and their Subsidiaries and could not reasonably be expected to result, either individually or in the aggregate,
in a Material Adverse Effect. None of the Loan Parties and their Subsidiaries, and none of the properties or operations of the
Loan Parties and their Subsidiaries, is subject to, and none of the Loan Parties and their Subsidiaries reasonably anticipates
the issuance of, (a) any written order from or agreement with any federal, state, or local governmental authority, or (b) any
judicial or docketed administrative or other proceeding respecting any Environmental Law, Environmental Claim, or Hazardous Substance
that could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect. There are no
Hazardous Substances or other conditions or circumstances existing with respect to any property, arising from operations prior
to the Closing Date, or relating to any waste disposal of any Loan Party or any Subsidiary thereof that could reasonably be expected
to result, either individually or in the aggregate, in a Material Adverse Effect. None of the Loan Parties and their Subsidiaries
has any underground storage tanks that are not properly registered or permitted under applicable Environmental Laws or that at
any time have released, leaked, disposed of or otherwise discharged Hazardous Substances that could reasonably be expected to result
in material liability to any of the Loan Parties and their Subsidiaries.


 






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9.16        
Insurance. Set forth on Schedule 9.16 is a complete and accurate summary of the property and casualty
insurance program of the Loan Parties and their Subsidiaries as of the Closing Date (including the names of all insurers, policy
numbers, expiration dates, amounts and types of coverage, annual premiums, exclusions, deductibles, self-insured retention, and
a description in reasonable detail of any self-insurance program, retrospective rating plan, fronting arrangement, or other risk
assumption arrangement involving any of the Loan Parties and their Subsidiaries). Each of the Loan Parties and their Subsidiaries
and their respective properties are insured with what are reasonably believed by Borrowers to be financially sound and reputable
insurance companies that are not Affiliates of the Loan Parties, in such amounts, with such deductibles, and covering such risks
as are customarily carried by companies of similar size, engaged in similar businesses, and owning similar properties in localities
where the Loan Parties and their Subsidiaries operate.


 


9.17        
Real Property. Set forth on Schedule 9.17 is a complete and accurate list, as of the Closing Date,
of the address of all real property owned or leased by any of the Loan Parties and their Subsidiaries, together with, in the case
of leased property, the name and mailing address of the lessor of that property.


 


9.18        
Information. All information (other than the projections and forecasts referred to below and information of
a general economic or general industry nature) heretofore or contemporaneously with this Agreement furnished in writing by any
of the Loan Parties and their Subsidiaries to Administrative Agent or any Lender for purposes of or in connection with this Agreement
and the transactions contemplated by this Agreement is, and all written information (other than the projections and forecasts referred
to below and information of a general economic or general industry nature) hereafter furnished by or on behalf of any of the Loan
Parties and their Subsidiaries to Administrative Agent or any Lender pursuant to or in connection with this Agreement will be,
when furnished, taken as a whole, true and accurate in all material respects and does not or will not, when furnished, contain
any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein
not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements
and updates thereto that are made in accordance with the terms of the Loan Documents). All projections and forecasts provided by
Borrowers are based on good faith estimates and assumptions believed by Borrowers to be reasonable as of the date of the applicable
projections or forecasts; provided that actual results during the period or periods covered by any such projections and
forecasts may differ materially from projected or forecasted results.


 


9.19        
Location of Bank Accounts. Schedule 9.19 sets forth a complete and accurate list as of the Closing
Date of all deposit, checking, and other bank accounts, all securities and other accounts maintained with any broker dealer or
other securities intermediary, and all other similar accounts maintained by each Loan Party, together with a description thereof
(including the bank, broker dealer, or securities intermediary at which each such account is maintained and the account number
and the purpose thereof and whether such account is an Excluded Deposit Account or not).


 






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9.20        
Burdensome Obligations. None of the Loan Parties and their Subsidiaries is a party to any agreement or contract
or subject to any restriction contained in its organizational documents or its governing documents that could reasonably be expected
to have a Material Adverse Effect.


 


9.21        
Intellectual Property. Except as set forth on Schedule 9.21, each of the Loan Parties and their Subsidiaries
owns or licenses or otherwise has the right to use all licenses, permits, patents, patent applications, trademarks, trademark applications,
service marks, trade names, copyrights, copyright applications, franchises, authorizations, non-governmental licenses and permits,
and other intellectual property rights that are necessary for the operation of its business, without infringement upon or conflict
with the rights of any other Person with respect thereto, except for any infringements and conflicts that, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect. Set forth on Schedule 9.21 is a complete
and accurate list as of the Closing Date of all such material licenses, permits, patents, patent applications, trademarks, trademark
applications, service marks, trade names, copyrights, copyright applications, franchises, authorizations, non-governmental licenses
and permits, and other intellectual property rights of each of the Loan Parties and their Subsidiaries. No slogan or other advertising
device, product, process, method, substance, part, or other material now employed, or now contemplated to be employed, by any of
the Loan Parties and their Subsidiaries infringes upon or conflicts with any rights owned by any other Person, and no claim or
litigation regarding any of the foregoing is pending or threatened, except for any infringements and conflicts that could not reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect. To each Loan Party’s knowledge, no patent,
invention, device, application, principle, or any statute, law, rule, regulation, standard, or code is pending or proposed, that,
individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


 


9.22        
Material Contracts. Set forth on Schedule 9.22 is a complete and accurate list as of the Closing Date
of all Material Contracts of each of the Loan Parties and their Subsidiaries, showing the parties and subject matter thereof and
amendments and modifications thereto. Each such Material Contract (a) is in full force and effect and is binding upon and
enforceable against each of the Loan Parties and their Subsidiaries that is a party thereto and, to each Loan Party’s knowledge,
all other parties thereto in accordance with its terms; (b) has not been otherwise amended or modified; and (c) is not
in default due to the action of any of the Loan Parties and their Subsidiaries or, to the knowledge of any Loan Party, any other
party thereto.


 


9.23        
Employee and Labor Matters. There is (a) no unfair labor practice complaint pending or, to the knowledge
of any Loan Party, threatened against any Loan Party or any Subsidiary thereof before any governmental authority and no grievance
or arbitration proceeding pending or threatened against any of the Loan Parties and their Subsidiaries that arises out of or under
any collective bargaining agreement; (b) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending
or threatened against any of the Loan Parties and their Subsidiaries; or (c) to the knowledge of each Loan Party, no union
representation question existing with respect to the employees of any of the Loan Parties and their Subsidiaries and no union organizing
activity taking place with respect to any of the employees of any of the Loan Parties and their Subsidiaries. None of the Loan
Parties and their ERISA Affiliates has incurred any liability or obligation under the Worker Adjustment and Retraining Notification
Act (“WARN”) or similar state law that remains unpaid or unsatisfied. The hours worked and payments made to
employees of each of the Loan Parties and their Subsidiaries have not been in violation of the Fair Labor Standards Act or any
other applicable legal requirements, except to the extent any such violations could not, individually or in the aggregate, reasonably
be expected to result in a Material Adverse Effect. All material payments due from any of the Loan Parties and their Subsidiaries
on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the
books of that Loan Party or that Subsidiary, except where the failure to do so could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.


 






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9.24        
No Bankruptcy Filing. None of the Loan Parties and their Subsidiaries is contemplating either an Insolvency
Proceeding or the liquidation of all or a major portion of that Loan Party’s or that
Subsidiary’s assets or property, and no Loan Party has any knowledge of any Person contemplating an Insolvency Proceeding
against any of the Loan Parties and their Subsidiaries.


 


9.25        
Name; Jurisdiction of Organization; Organizational ID Number; Chief Place of Business; Chief Executive Office;
FEIN. Schedule 9.25 sets forth a complete and accurate list as of the Closing Date of (a) the exact legal name
of each of the Loan Parties and their Subsidiaries; (b) the jurisdiction of organization of each of the Loan Parties and their
Subsidiaries; (c) the organizational identification number of each Loan Party (or indicates that that Loan Party has no organizational
identification number); (d) each place of business of each of the Loan Parties and their Subsidiaries; (e) the chief
executive office of each of the Loan Parties and their Subsidiaries; and (f) the
federal employer identification number of each Loan Party.


 


9.26        
Locations of Collateral. There is no location at which any Loan
Party has any Collateral (except for inventory or equipment in transit in the ordinary course of business) other than those locations
listed on Schedule 9.26. Schedule 9.26 contains a true, correct, and complete list, as of the Closing Date,
of the names and addresses of (i) each warehouse at which Collateral of each Loan Party
is stored and (ii) each other location at which Collateral is stored having a fair market of at least $50,000 individually or $250,000
in the aggregate for all such locations (excluding Collateral in the form of immaterial cleaning equipment kept at customer locations
in the ordinary course of business). None of the receipts received by any Loan Party
from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to
a named Person and that named Person’s assigns.


 


9.27        
Security Interests. The Guaranty and Collateral Agreement creates in favor of Administrative Agent, for the
benefit of Administrative Agent and the Lenders, a legal, valid, and enforceable security interest in the Collateral. Upon the
filing of the UCC-1 financing statements described in Section 12.1.13 and the recording of the collateral assignments
referred to in the Guaranty and Collateral Agreement in the United States Patent and Trademark Office and the United States Copyright
Office, as applicable, the security interests in and Liens on the Collateral granted under the Guaranty and Collateral Agreement
will be perfected, first-priority (subject to Permitted Liens) (subject to the terms of the ABL Intercreditor Agreement) security
interests, and no further recordings or filings are or will be required in connection with the creation, perfection, or enforcement
of those security interests and Liens, other than (a) the filing of continuation statements in accordance with applicable
law; (b) the recording of the collateral assignments referred to in the Guaranty and Collateral Agreement in the United States
Patent and Trademark Office and the United States Copyright Office, as applicable, with respect to after-acquired U.S. patent and
trademark applications and registrations and U.S. copyrights; and (c) the recordation of appropriate evidence of the security
interest in the appropriate foreign registry with respect to all foreign intellectual property.


 






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9.28        
No Default. No Default or Event of Default exists or would result from the incurrence by any Loan Party of
any Debt under this Agreement or under any other Loan Document.


 


9.29        
Hedging Agreements. None of the Loan Parties and their Subsidiaries is a party to, nor will it be a party
to, any Hedging Agreement other than Hedging Agreements with the ABL Agent to the extent permitted by Section 11.1(k).


 


9.30        
OFAC. Each of the Borrowers and their Subsidiaries is and will remain in compliance in all material respects
with all U.S. economic sanctions laws, Executive Orders and implementing regulations as promulgated by the U.S. Treasury Department’s
Office of Foreign Assets Control (“OFAC”), and all applicable anti-money laundering and counter-terrorism financing
provisions of the Bank Secrecy Act and all regulations issued pursuant to it. None of the Borrowers and their Subsidiaries and
Affiliates is (a) a Person designated by the U.S. government on the list of the Specially Designated Nationals and
Blocked Persons (the “SDN List”) with which a U.S. Person cannot deal with or otherwise engage in business transactions;
(b) a Person who is otherwise the target of U.S. economic sanctions laws such that a U.S. Person cannot deal or otherwise
engage in business transactions with that Person; or (c) controlled by (including, without limitation, by virtue of that Person
being a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any Person on the
SDN List or a foreign government that is the target of U.S. economic sanctions prohibitions such that the entry into, or performance
under, this Agreement or any other Loan Document would be prohibited under U.S. law.


 


9.31        
Patriot Act. Each of the Borrowers and their Subsidiaries and Affiliates are in compliance with (a) the
Trading with the Enemy Act, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR,
Subtitle B Chapter V, as amended) and any other enabling legislation or executive order relating thereto; (b) the Patriot
Act; and (c) other federal or state laws relating to “know your customer” and anti-money laundering rules
and regulations. No part of the proceeds of any Loan will be used directly or indirectly for any payments to any government 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.


 


9.32        
Related Agreements.


 


(a)             
The Loan Parties have furnished Administrative Agent true and correct copies of the Related Agreements.


 






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(b)             
The Loan Parties have duly taken all necessary company action to authorize the execution, delivery, and performance
of the Related Agreements and the consummation of transactions contemplated by the Related Agreements.


 


(c)              
The Related Transaction will comply with all applicable legal requirements, and all necessary governmental, regulatory,
creditor, shareholder, partner, and other material consents, approvals, and exemptions required to be obtained by the Loan Parties
and, to each Loan Party’s knowledge, each other party to the Related Agreements in connection with the Related Transaction
will be, prior to consummation of the Related Transaction, duly obtained and will be in full force and effect. As of the date of
the Related Agreements, all applicable waiting periods with respect to the Related Transaction will have expired without any action
being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation
of the Related Transaction.


 


(d)             
The execution and delivery of the Related Agreements did not, and the consummation of the Related Transaction will
not, violate any statute or regulation of the United States (including any securities law) or of any state or other applicable
jurisdiction, or any order, judgment, or decree of any court or governmental body binding on any Loan Party or, to any Borrower’s
knowledge, any other party to the Related Agreements, or result in a breach of, or constitute a default under, any material agreement,
indenture, instrument, or other document, or any judgment, order, or decree, to which any Loan Party is a party or by which any
Loan Party is bound or, to any Borrower’s knowledge, to which any other party to the Related Agreements is a party or by
which any such party is bound.


 


(e)             
As of the Closing Date, no statement or representation made in the Related Agreements by any Loan Party or, to any
Borrower’s knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which
they are made, not misleading in any material respect.


 


9.33        
Holdings. Holdings is not and has not, directly or indirectly, engaged in any business activities, does not
hold and has not held any material assets, has not granted any Lien, and has not incurred any Debt, other than (a) acting
as a holding company and transactions incidental thereto; (b) entering into the Loan Documents, the ABL Loan Documents and
the transactions required in this Agreement or permitted in this Agreement to be performed by Holdings; (c) receiving and
distributing the dividends, distributions, and payments permitted to be made to Holdings pursuant to Section 11.3;
(d) entering into engagement letters and similar agreements with attorneys, accountants, and other professionals; and (e) issuing
Equity Interests and performing its obligations under its organizational documents, its governing documents, and agreements with
the holders of its Equity Interests.


 


9.34        
Customers and Suppliers. There exists no actual or threatened termination, cancellation, or limitation of,
or modification to or change in, the business relationship between (a) any of the Loan Parties and their Subsidiaries, on
the one hand, and any customer or any group thereof, on the other hand, whose agreements with any of the Loan Parties and their
Subsidiaries are individually or in the aggregate material to the business or operations of any of the Loan Parties and their Subsidiaries;
or (b) of the Loan Parties and their Subsidiaries, on the one hand, and any supplier or any group thereof, on the other hand,
whose agreements with any of the Loan Parties and their Subsidiaries are individually or in the aggregate material to the business
or operations of any of the Loan Parties and their Subsidiaries. To the Loan Parties’ knowledge there exists no present state
of facts or circumstances that could reasonably be expected to give rise to or result in any such termination, cancellation, limitation,
modification or change.


 






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9.35        
ABL Loan Documents. As of the Closing Date, the Borrowers have delivered to the Administrative Agent true
and correct copies of the ABL Loan Documents. The ABL Loan Documents are in full force and effect as of the Closing Date and have
not been terminated, rescinded or withdrawn as of such date. The execution, delivery and performance of the ABL Loan Agreement
on the Closing Date does not and will not require any registration with, consent, or approval of, or notice to, or other action
with or by, any governmental authority, other than consents or approvals that have been obtained and that are still in full force
and effect. This Agreement, the other Loan Documents and the Obligations incurred hereunder and thereunder are permitted to be
incurred by the ABL Loan Documents. Each Person that is a guarantor or a borrower under the ABL Loan Documents is a Loan Party
hereunder.


 


		Section 10	AFFIRMATIVE
COVENANTS.



 


Until Payment in Full,
Holdings and each Borrower shall, unless at any time the Required Lenders otherwise expressly consent in writing, do the following:


 


10.1        
Reports, Certificates and Other Information. Furnish or cause Borrower Representative to furnish to Administrative
Agent and each Lender:


 


10.1.1            
Annual Report. Promptly when available and in any event within 120 days after the close of each Fiscal
Year (commencing with the Fiscal Year ending December 31, 2020): (a) a copy of the annual audit report of Holdings and its
Subsidiaries for that Fiscal Year, including consolidated balance sheets and statements of earnings and cash flows of Holdings
and its Subsidiaries as at the end of that Fiscal Year, certified without adverse reference to going concern value and without
qualification by independent auditors of recognized standing selected by Holdings and reasonably acceptable to Administrative Agent,
together with a balance sheet of Holdings and its Subsidiaries as of the end of that Fiscal Year and statement of earnings
and cash flows for Holdings and its Subsidiaries for that Fiscal Year, certified by a Senior Officer of Holdings.


 


10.1.2            
Interim Reports. Promptly when available (a) and in any event within 30 days after the end of each month,
consolidated balance sheets of Holdings and its Subsidiaries as of the end of that month, together with consolidated statements
of earnings and a consolidated statement of cash flows for that month and for the period beginning with the first day of that Fiscal
Year and ending on the last day of that month, together with a comparison with the corresponding period of the previous Fiscal
Year and a comparison with the budget for that period of the current Fiscal Year, all certified by a Senior Officer of Holdings
and (b) and in any event within 45 days after the end of each Fiscal Quarter, consolidated balance sheets of Holdings and
its Subsidiaries as of the end of that Fiscal Quarter, together with consolidated statements of earnings and a consolidated statement
of cash flows for that Fiscal Quarter and for the period beginning with the first day of that Fiscal Year and ending on the last
day of that Fiscal Quarter, together with a comparison with the corresponding period of the previous Fiscal Year and a comparison
with the budget for that period of the current Fiscal Year, together with a management discussion and analysis, all certified by
a Senior Officer of Holdings.


 






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10.1.3            
Compliance Certificates. Contemporaneously with the furnishing of a copy of each annual audit report pursuant
to Section 10.1.1 and each set of quarterly statements pursuant to Section 10.1.2(b), a duly completed
compliance certificate in the form of Exhibit B, with appropriate insertions, dated the date of that annual report or those
statements and signed by a Senior Officer of Holdings, containing (a) a computation of each of the financial ratios and restrictions
set forth in Section 11.12; (b) a certification to the effect that that Senior Officer has not become aware of any
Default or Event of Default that has occurred and is continuing or, if there is any such event, describing it and the steps, if
any, being taken to cure it; and (c) a written statement of Holdings’ management setting forth a discussion of Holdings’
and its Subsidiaries’ financial condition, changes in financial condition, and results of operations.


 


10.1.4            
Reports to the SEC and to Shareholders. Promptly upon the filing or sending thereof, copies of all regular,
periodic, or special reports of any Loan Party filed with the SEC; copies of all registration statements of any Loan Party filed
with the SEC (other than on Form S-8); and copies of all proxy statements or other communications made to security holders generally.


 


10.1.5            
ABL Reports and Notices. When provided to the ABL Agent or as required under the ABL Loan Documents and otherwise
upon request of the Administrative Agent, any financial reporting (including borrowing base certificates and statements of accounts),
notice, financial information, data or other information given to the ABL Agent pursuant to the ABL Loan Documents (unless already
provided to the Administrative Agent under the Loan Documents).


 


10.1.6            
Notice of Default, Litigation, and ERISA Matters. Promptly upon becoming aware of any of the following, written
notice describing the same and the steps being taken by the Loan Parties and their Subsidiaries affected thereby with respect thereto:


 


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


 


(b)             
the commencement of, or any material development in, any litigation or proceeding affecting any of the Loan Parties
and their Subsidiaries or their respective property (i) in which the amount of damages claimed is $500,000 (or its equivalent
in another currency or currencies) or more in the aggregate for all such litigations or proceedings; (ii) in which the relief
sought is an injunction or other stay of the performance of this Agreement or any other Loan Document; or (iii) which, if
adversely determined, could reasonably be expected to have a Material Adverse Effect;


 






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(c)              
(i) the institution of any steps by any member of the Controlled Group or any other Person to terminate any
Pension Plan; (ii) the failure of any member of the Controlled Group to make a required contribution to any Pension Plan (if
that failure is sufficient to give rise to a Lien under Section 303(k) of ERISA) or to any Multiemployer Pension Plan; (iii) the
taking of any action with respect to a Pension Plan that could result in the requirement that any Loan Party furnish a bond or
other security to the PBGC or that Pension Plan; (iv) the occurrence of any event with respect to any Pension Plan or Multiemployer
Pension Plan that could result in the incurrence by any member of the Controlled Group of any material liability, fine, or penalty
(including any claim or demand for withdrawal liability or partial withdrawal from any Multiemployer Pension Plan); (v) any
material increase in the contingent liability of any Loan Party with respect to any post-retirement welfare benefit plan or other
employee benefit plan of any of the Loan Parties and their Subsidiaries; or (vi) any notice that any Multiemployer Pension
Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition
of an excise tax, that any such plan is or has been funded at a rate less than that required under Section 412 of the Code,
that any such plan is or may be terminated, or that any such plan is or may become insolvent;


 


(d)             
any cancellation or material change in any insurance maintained by any Loan Party;


 


(e)             
any violation of, or non-compliance with, any material requirement of law by any Loan Party;


 


(f)               
any notices of default under the ABL Loan Documents or any notice of any Enforcement Action (as defined int eh ABL
Intercreditor Agreement); or


 


(g)             
any other event (including (i) any violation of any Environmental Law or the assertion of any Environmental
Claim, or (ii) the enactment or effectiveness of any law, rule, or regulation) that could reasonably be expected to have a
Material Adverse Effect.


 


10.1.7            
Real Estate. Promptly upon any of the Loan Parties and their Subsidiaries acquiring or leasing any real property
after the Closing Date, an updated version of Schedule 9.17 showing information as of the date of delivery.


 


10.1.8            
Management Reports. Promptly upon receipt thereof, copies of all detailed financial and management reports
submitted to Holdings or any Borrower by independent auditors in connection with each annual or interim audit made by those auditors
of the books of Holdings or any Borrower.


 


10.1.9            
Projections. As soon as practicable, and in any event not later than (x) 30 days after the end of each
Fiscal Year, preliminary financial projections for Holdings and its Subsidiaries for the then current Fiscal Year (including a
business plan, monthly operating and cash flow budgets, income statements, balance sheets, a capital expenditures budget and a
summary of assumptions made in the build-up of such financial projections), which remain subject to approval of the board of directors
of Holdings, and (y) 60 days after the end of each Fiscal Year, final financial projections for Holdings and its Subsidiaries
for the then current Fiscal Year (including a business plan, monthly operating and cash flow budgets, income statements, balance
sheets, a capital expenditures budget and a summary of assumptions made in the build-up of such financial projections), which projections
have been confirmed and approved of the board of directors of Holdings, in each case, prepared in a manner consistent with the
projections delivered by Borrower Representative to Administrative Agent prior to the Closing Date or otherwise in a manner reasonably
satisfactory to Administrative Agent, accompanied by a certificate of a Senior Officer of Borrower Representative to the effect
that (a) the projections were prepared by Holdings in good faith; (b) Holdings has a reasonable basis for the assumptions
contained in the projections, as of the date of delivery; and (c) the projections have been prepared in accordance with those
assumptions (it being recognized by Administrative Agent and the Lenders that any projections and forecasts provided by the Company
are based on good-faith estimates and assumptions believed by the Company to be reasonable as of the date of the applicable projections
or assumptions and that actual results during the period or periods covered by any such projections and forecasts may differ materially
from projected or forecasted results).


 






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10.1.10       
Related Transaction Notices. Promptly following receipt, copies of any material notices (including notices
of default or acceleration) received in connection with the Related Transaction.


 


10.1.11       
Material Contract Notices. Promptly following receipt, copies of any material notices (including notices of
default) received in connection with any Material Contract.


 


10.1.12       
Information Systems. Not less than three (3) months prior to the commencement of any program or process to
implement a material change, consolidation or modification of a Loan Party’s information technology and/or enterprise resource
planning software system, such Loan Party shall provide notice of such proposed change, consolidation or modification to Administrative
Agent. From the commencement of such program or process through the completion of such change, consolidation or modification, the
Borrowers shall provide Administrative Agent an update on the progress of such change, consolidation or modification concurrently
with the delivery of the written statement required to be delivered pursuant to clause (iii) of Section 10.1.3 relating
to the Borrowers’ financial condition, changes in financial condition and results of operations.


 


10.1.13       
Key Performance Indicators. Contemporaneously with the furnishing of a copy of each set of monthly financial
statements pursuant to Section 10.1.2(a), a report summarizing key performance indicators of Holdings and its Subsidiaries
for the period then ending in form reasonably satisfactory to the Administrative Agent (and in any event shall include (without
limitation) (1) any new material customers added or customers lost during the applicable month being measured along with the gross
profit impact of such change on an annual basis and (2) the top 5 customers of Holdings and its Subsidiaries measured by trailing
twelve month gross profit).


 






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10.1.14       
Other Information. Promptly from time to time, all other information (including, without limitation, business
or financial data, reports, appraisals and projections) concerning any of the Loan Parties and their Subsidiaries or their respective
properties or business as any Lender or Administrative Agent reasonably requests.


 


10.2        
Books, Records, and Inspections. Keep, and cause each of the Loan Parties and their Subsidiaries to keep,
its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in
accordance with GAAP; permit, and cause each other Loan Party and each Subsidiary of each Loan Party to permit, any Lender or Administrative
Agent or any representative, agent, or advisor thereof to inspect the properties and operations of the Loan Parties and their Subsidiaries
during normal business hours; and permit, and cause each other Loan Party and each Subsidiary of each Loan Party to permit, at
any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or Administrative
Agent or any representative, agent, or advisor thereof to visit any or all of its offices, to discuss its financial matters with
its officers and its independent auditors (and Holdings and each Borrower hereby authorizes all such independent auditors to discuss
those financial matters with any Lender or Administrative Agent or any representative, agent, or advisor thereof), and to examine
(and photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party and each Subsidiary
of each Loan Party to permit, Administrative Agent and its representatives, agents, and advisors to inspect the inventory and other
tangible assets of the Loan Parties and their Subsidiaries, to perform appraisals of the equipment of the Loan Parties and their
Subsidiaries, to have access at all times to a virtual data room containing all contracts of the Loan Parties and their Subsidiaries,
and to inspect, audit, conduct physical counts and perform valuations thereof, and to audit, check and make copies of and extracts
from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to
inventory, accounts, and any other Collateral. All such visits, inspections, appraisals or audits by Administrative Agent and its
representatives, agents, and advisors will be at Borrowers’ expense, except that so long as no Default or Event of Default
exists, Borrowers will not be required to reimburse Administrative Agent in any Fiscal Year for more than two (2) such visits,
inspections, appraisals, or audits.


 


10.3        
Maintenance of Property; Insurance.


 


(a)             
Keep, and cause each of the Loan Parties and their Subsidiaries to keep, all property useful and necessary in the
business of the Loan Parties and their Subsidiaries in good working order and condition, ordinary wear and tear excepted.


 


(b)             
Maintain, and cause each of the Loan Parties and their Subsidiaries to maintain, with responsible insurance companies,
all insurance coverage as may be required by any law or governmental regulation or court decree or order applicable to it, general
liability insurance and business interruption insurance in such amounts and duration, and with such deductibles, as are acceptable
to Administrative Agent in its reasonable determination, and all other insurance, to such extent and against such hazards and liabilities,
as is customarily maintained by companies similarly situated, but which must insure against all risks and liabilities of the type
identified on Schedule 9.16 and must have insured amounts no less than, and deductibles no higher than, those set forth
on that schedule; and, upon request of Administrative Agent or any Lender, furnish to Administrative Agent or that Lender original
or electronic copies of policies evidencing that insurance and a certificate setting forth in reasonable detail the nature and
extent of all insurance maintained by the Loan Parties and their Subsidiaries. Borrowers shall cause each issuer of an insurance
policy in respect of any Loan Party to provide Administrative Agent with an endorsement (i) showing Administrative Agent as
lender’s loss payee with respect to each policy of property or casualty insurance and naming Administrative Agent as an additional
insured with respect to each policy of liability insurance; (ii) providing that at least 10 days’ notice will be given
the Administrative Agent prior to cancellation of the policy for non-payment of premium and 30 days’ notice will be given
to Administrative Agent prior to any cancellation of, material reduction or change in coverage provided by or other material modification
to that policy for any other reason; and (iii) reasonably acceptable in all other respects to Administrative Agent. Each Loan
Party shall execute and deliver to Administrative Agent a collateral assignment, in form and substance satisfactory to Administrative
Agent, of each business interruption insurance policy maintained by that Loan Party.


 






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(c)              
Unless Borrowers provide Administrative Agent with evidence of the insurance coverage required by this Agreement,
Administrative Agent may purchase insurance at Borrowers’ expense, after notice to Borrower Representative, to protect
Administrative Agent’s and the Lenders’ interests in the Collateral. This insurance may, but need not, protect any
Loan Party’s interests. The coverage that Administrative Agent purchases might not pay any claim that is made against
any Loan Party in connection with the Collateral. Borrowers may later cancel any insurance purchased by Administrative Agent,
but only after providing Administrative Agent with evidence that Borrowers have obtained insurance as required by this Agreement.
If Administrative Agent purchases insurance for the Collateral, Borrowers will be responsible for the costs of that insurance,
including interest and any other charges that might be imposed with the placement of the insurance, until the effective date
of the cancellation or expiration of the insurance. The costs of the insurance may be added to the principal amount of the
Loans owing under this Agreement. The costs of the insurance may be more than the cost of the insurance the Loan Parties might be
able to obtain on their own.


 


(d)             
All Collateral (other than (i) mobile goods and goods that are in transit in the ordinary course of business, (ii)
equipment that is located at customer locations in the ordinary course of business to the extent the fair market value of such
equipment does not exceed $50,000 individually and $250,000 in the aggregate for all such equipment (excluding immaterial cleaning
equipment kept at customer locations in the ordinary course of business)), will at all times be kept by the Loan Parties at one
or more of the business locations set forth in Schedule 9.26 hereto, as updated by the Loan Parties providing written notice
to Administrative Agent of any new location on a quarterly basis together with the delivery of Compliance Certificates pursuant
to Section 10.1.2(b).


 


10.4        
Compliance with Laws; Payment of Taxes and Liabilities.


 


(a)             
Comply, and cause each of the Loan Parties and their Subsidiaries to comply, in all respects with all applicable
laws, rules, regulations, decrees, orders, judgments, licenses, and permits, except where failure to comply could not reasonably
be expected to have a Material Adverse Effect;


 






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(b)             
Without limiting Section 10.4(a), ensure, and cause each of the Loan Parties and their Subsidiaries to ensure,
that no Person who owns a controlling interest in or otherwise controls any of the Loan Parties and their Subsidiaries is (i) listed
on the SDN List maintained by OFAC and/or any other similar lists maintained by OFAC pursuant to any authorizing statute,
Executive Order, or regulation; or (ii) a Person designated under Section 1(b), (c), or (d) of Executive Order No.
13224 (September 23, 2001), any related enabling legislation, or any other similar Executive Orders.


 


(c)              
Without limiting Section 10.4(a), comply, and cause each of the Loan Parties and their Subsidiaries to comply,
with all applicable Bank Secrecy Act and anti-money laundering laws and regulations.


 


(d)             
Pay, and cause each of the Loan Parties and their Subsidiaries to pay, prior to delinquency, all material taxes and
other governmental charges against it or any of its property, as well as claims of any kind which, if unpaid, could become a Lien
on any of its property, but none of the Loan Parties and their Subsidiaries will be required under this Section 10.4(d)
to pay any such tax or charge so long as that Loan Party or that Subsidiary is contesting the validity thereof in good faith by
appropriate proceedings and has set aside on its books adequate reserves with respect thereto in accordance with GAAP, and, in
the case of a claim that could become a Lien on any Collateral, those contest proceedings stay the foreclosure of that Lien or
the sale of any portion of the Collateral to satisfy that claim.


 


10.5        
Maintenance of Existence, etc. Maintain and preserve, and (subject to Section 11.4) cause each
of the Loan Parties and their Subsidiaries to maintain and preserve, (a) its existence and good standing in the jurisdiction
of its organization and (b) its qualification to do business and good standing in each jurisdiction where the nature of its
business makes that qualification necessary (other than any such jurisdictions in which the failure to be qualified or in good
standing could not reasonably be expected to have a Material Adverse Effect).


 


10.6        
Use of Proceeds. Use the proceeds of (a) the Term A Loans solely (i) to repay the Debt to be Repaid, and,
thereafter, (ii) to finance a portion of the Related Transaction (including funding of permitted earn-out payments and deferred
purchase price in connection therewith), and (iii) to pay fees and expenses incurred in connection with the Related Transaction,
this Agreement and the other Loan Documents, (b) the Term B Loans solely (i) to repay all amounts owing under a proposed target’s
existing indebtedness for borrowed money in connection with a Permitted Acquisition, and, thereafter, (ii) to finance a portion
of the consideration in connection with such Permitted Acquisition (including funding of permitted earn-out payments and deferred
purchase price in connection therewith), and (iii) to pay fees and expenses incurred in connection with such Permitted Acquisition;
and (c) Incremental Loans solely for Permitted Acquisitions as permitted by the existing Lenders; and, in each case, not use or
permit any proceeds of any Loan to be used, either directly or indirectly, for the purpose, whether immediate, incidental or ultimate,
of “purchasing or carrying” any Margin Stock.


 


10.7        
Employee Benefit Plans.


 


(a)             
Maintain, and cause each other member of the Controlled Group to maintain, each Pension Plan in compliance with all
applicable requirements of law and regulations.


 






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(b)             
Make, and cause each other member of the Controlled Group to make, on a timely basis, all required contributions
to any Multiemployer Pension Plan.


 


(c)              
Not, and not permit any other member of the Controlled Group to, (i) seek a waiver of the minimum funding standards
of ERISA, (ii) terminate or withdraw from any Pension Plan or Multiemployer Pension Plan or (iii) take any other action
with respect to any Pension Plan that could reasonably be expected to entitle the PBGC to terminate, impose liability in respect
of, or cause a trustee to be appointed to administer, any Pension Plan, unless the actions or events described in clauses (i),
(ii), and (iii) individually or in the aggregate could not reasonably be expected to have a Material Adverse
Effect.


 


10.8        
Environmental Matters. If any release or threatened release or other disposal of Hazardous Substances occurs
or has occurred on any real property or any other assets of any of the Loan Parties and their Subsidiaries, then Borrowers shall,
or shall cause the applicable Loan Party or the applicable Subsidiary of a Loan Party to, cause the prompt containment and removal
of those Hazardous Substances and the remediation of that real property or other assets as necessary to comply with all applicable
Environmental Laws and to preserve in all material respects the value of that real property or other assets. Without limiting the
generality of the foregoing, Borrowers shall, and shall cause the Loan Parties and their Subsidiaries to, comply with any applicable
federal or state judicial or administrative order requiring the performance at any real property of any of the Loan Parties and
their Subsidiaries of activities in response to the release or threatened release of a Hazardous Substance. To the extent that
the transportation of Hazardous Substances is permitted by this Agreement, Holdings and Borrowers shall, and shall cause their
Subsidiaries to, dispose of all Hazardous Substances, or of any other wastes, only at licensed disposal facilities operating in
compliance with Environmental Laws.


 


10.9        
Further Assurances. Take, and cause each other Loan Party to take, all actions as are necessary or as Administrative
Agent or the Required Lenders reasonably request from time to time to ensure that the Obligations of each Loan Party under the
Loan Documents are secured by a first-priority perfected Lien (subject to the terms of the ABL Intercreditor Agreement) in favor
of Administrative Agent (subject to Permitted Liens) on all of the assets (other than Excluded Collateral) of each Loan Party (as
well as all Equity Interests of each Borrower, each Subsidiary (other than Excluded Subsidiaries)) and guaranteed by each Loan
Party (including, immediately upon the acquisition or creation thereof (or any longer period Administrative Agent agrees to in
its sole discretion), any Subsidiary acquired or created after the Closing Date, but excluding Excluded Subsidiaries), in each
case to the extent determined by Administrative Agent, in its sole discretion, not to be prohibited by applicable law and as Administrative
Agent reasonably determines, including (i) the execution and delivery of guaranties, security agreements, pledge agreements,
mortgages (including, without limitation, leasehold mortgages), deeds of trust (including, without limitation, leasehold deeds
of trust), financing statements, opinions of counsel, and other documents, in each case in form and substance reasonably satisfactory
to Administrative Agent, and the filing or recording of any of the foregoing; (ii) the delivery of certificated securities
and other Collateral with respect to which perfection is obtained by possession; and (iii) with respect to any real property
acquired by any Loan Party after the Closing Date, the delivery (to the extent requested by Administrative Agent) within 60 days
after the date that real property was acquired (or any longer period Administrative Agent agrees to in its sole discretion) of
a duly executed Mortgage with respect to that real property providing for a fully perfected Lien, in favor of Administrative Agent,
in all right, title and interest of the applicable Loan Party in that real property, together with all Mortgage-Related Documents
and a legal opinion of special counsel for the applicable Loan Party for the state in which that real property is located in form
and substance reasonably acceptable to Administrative Agent. The Loan Parties and their Subsidiaries shall ensure that no Person
is included (or added) as a guarantor or borrower under the ABL Loan Documents and no assets are included (or added) as collateral
under the ABL Loan Documents unless such Person or assets, as applicable, are also included (or added substantially concurrently
with such addition under the ABL Loan Documents) as a Loan Party or Collateral, as applicable, under the Loan Documents in accordance
with this Section 10.9.


 






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10.10    
Lender Meetings. Holdings and the Borrowers will, upon the request of Administrative Agent or Required Lenders,
participate in a meeting of Administrative Agent and Lenders once during each Fiscal Year to be held via a conference call or other
teleconference at such time as may be agreed to by Borrower Representative and Administrative Agent (such consents not to be unreasonably
withheld, conditioned or delayed).


 


10.11    
Deposit Accounts. Unless Administrative Agent otherwise consents in writing, maintain, and cause each other
Loan Party to maintain, all of their deposit accounts and securities accounts, other than Excluded Deposit Accounts, with an institution
that has entered into one or more Control Agreements with Administrative Agent and the applicable Loan Party granting “control”
(as defined in the UCC) of each applicable account to Administrative Agent. The Loan Parties shall not enter into any control agreement
(or similar arrangement) with any secured party unless such agreement is a Control Agreement to which the Administrative Agent
is party.


 


10.12    
SBA PPP Loans.


 


(a)             
Use of Proceeds. The Loan Parties will (i) use all of the proceeds of any SBA PPP Loan exclusively for CARES Forgivable
Uses in the manner required under the CARES Act, as amended, to obtain forgiveness of the largest possible amount of such SBA PPP
Loan and (ii) take all commercially reasonable steps to have the SBA PPP Loans forgiven pursuant to the CARES Act and use commercially
reasonable efforts to conduct their business in a manner that maximizes the amount of the SBA PPP Loans that is forgiven. The Loan
Parties acknowledge that as of the Closing Date, in order to obtain forgiveness of the largest possible amount of the SBA PPP Loans,
the Loan Parties would not be allowed to use less than 60% of each SBA PPP Loan proceeds for CARES Payroll Costs, subject to amendment.


 


(b)             
CARES Act. The Loan Parties and their use of the SBA PPP Loans will comply in all material respects with the applicable
requirements of the CARES Act.


 


(c)              
Notice. The Loan Parties will provide Administrative Agent with (i) prompt written notice (but in any event within
two Business Days) of the failure of any SBA PPP Loan incurred by any of the Borrowers to qualify for contingent forgiveness under
the CARES Act and (ii) if requested by Administrative Agent, copies of all correspondence sent to, and received from, the SBA or
SBA 7(a) lender bank.


 






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10.13    
Post-Closing Items. Within the time periods specified below after the Closing Date (or such longer period
as the Administrative Agent may agree in its sole discretion), the Loan Parties shall complete, or cause the applicable Person
to complete, the following undertakings and deliveries in a manner reasonably satisfactory to the Administrative Agent.


 


(a)             
Insurance. No later than (x) 2 Business Days after the Closing Date, the Loan Parties shall have delivered
updated insurance certificates indicating that Monroe Capital Management Advisors, LLC, as Administrative Agent, together with
its successors and assigns, is named as additional insured on the certificate for liability coverage and as lender’s loss
payee on the certificate for property or casualty insurance and (y) 10 Business Days after the Closing Date, the Borrowers shall
cause each issuer of an insurance policy in respect of any Loan Party to provide Administrative Agent with an endorsement (i) showing
Administrative Agent as lender’s loss payee with respect to each policy of property or casualty insurance and business interruption
insurance and naming Administrative Agent as an additional insured with respect to each policy of liability insurance; and (ii) providing
that 30 days’ notice will be given to Administrative Agent prior to any cancellation of, material reduction or change in
coverage provided by or other material modification to that policy.


 


(b)             
Stock Certificate. No later than 5 Business Days after the Closing Date, the Loan Parties shall have caused
the original stock certificate of Quest Sustainability Services, Inc. to be delivered to Administrative Agent.


 


(c)              
Control Agreements. No later than 30 days after the Closing Date, the Loan Parties shall deliver to the Administrative
Agent the Control Agreements required pursuant to Section 10.11; and


 


(d)             
Collateral Access Agreements. No later than 30 days after the Closing Date, the Loan Parties shall deliver
to the Administrative Agent, a Collateral Access Agreement with respect to the leased locations at (x) 3481 Plano Parkway, The
Colony, Texas 75056 and (y) 147 MacArthur Lane, Burlington, North Carolina 27217; provided, that, solely with respect to the leased
location set forth in clause (y) above and only to the extent a collateral access agreement (or similar agreement) is not delivered
to the ABL Agent, the Loan Parties shall only be required to use commercially reasonable to deliver such Collateral Access Agreement.


 


		Section 11	NEGATIVE
COVENANTS



 


Until Payment in Full,
Holdings and each Borrower shall, unless at any time the Required Lenders otherwise expressly consent in writing, do the following:


 


11.1        
Debt. Not, and not permit any of the Loan Parties and their Subsidiaries to, create, incur, assume, or suffer
to exist any Debt, except the following:


 


(a)             
Obligations under this Agreement and the other Loan Documents;


 






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(b)             
Debt of any of the Loan Parties (other than Holdings) and their Subsidiaries secured by Liens permitted by Section 11.2(d),
and extensions, renewals, replacements, and refinancings thereof, so long as the aggregate amount of all such Debt at any time
outstanding does not exceed $500,000;


 


(c)              
Debt of any Loan Party to any other Loan Party, so long as (i) that Debt is evidenced by a demand note in form
and substance reasonably satisfactory to Administrative Agent and pledged and delivered to Administrative Agent pursuant to the
Collateral Documents as additional collateral security for the Obligations, and (ii) the obligations under that demand note
are subordinated to the obligations of the Loan Parties under the Loan Documents (including the Obligations of Borrowers under
this Agreement) in a manner reasonably satisfactory to Administrative Agent;


 


(d)             
Debt arising in connection with endorsement of instruments for deposit in the ordinary course of business;


 


(e)             
Debt of any Loan Party to any employee, officer, or director or any such Person’s spouse, estate, or estate-planning
vehicle to repurchase Equity Interests from that Person upon the death, disability, or termination of employment of that employee,
officer of director, so long as the aggregate amount of all such Debt at any time outstanding does not exceed $250,000;


 


(f)               
unsecured Hedging Obligations consisting of commodity swap agreements of the Loan Parties (other than Holdings) and
their Subsidiaries in an aggregate amount not to exceed $250,000 incurred for bona fide hedging purposes and not for speculation
with respect to risks arising in the ordinary course of Borrowers’ business;


 


(g)             
Debt described on Schedule 11.1 and any extension, renewal, replacement or refinancing thereof so long
as the principal amount thereof is not increased;


 


(h)             
the Debt to be Repaid (so long as that Debt is repaid on the Closing Date with the proceeds of the initial Loans
under this Agreement);


 


(i)               
Contingent Liabilities arising with respect to (i) customary indemnification obligations by any of the Loan
Parties (other than Holdings) and their Subsidiaries in favor of purchasers in connection with dispositions permitted under Section 11.4,
and (ii) the guaranty by any of the Loan Parties (other than Holdings) and their Subsidiaries of a lease, sublease, license,
or sublicense entered into in the ordinary course of business by another Loan Party or any Subsidiary thereof;


 


(j)               
unsecured Debt incurred in respect of netting services, overdraft protection, and other like services, in each case,
incurred in the ordinary course of business;


 


(k)             
so long as the ABL Debt (as defined in the ABL Intercreditor Agreement) is subject to the terms and conditions of
the ABL Intercreditor Agreement, the ABL Debt (as defined in the ABL Intercreditor Agreement) in an aggregate principal amount
outstanding under this clause (k) at any time not to exceed the ABL Cap (as defined in the ABL Intercreditor Agreement) at any
time outstanding and any permitted Refinancing (as defined in the ABL Intercreditor Agreement) thereof; provided, that,
any ABL Debt that exceeds the ABL Cap shall still be permitted hereunder to the extent it constitutes Excess ABL Debt (as defined
in the ABL Intercreditor Agreement) under the ABL Intercreditor Agreement; and


 






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(l)               
Debt owed to any person or entity providing property, casualty or liability insurance to any Borrower or any Subsidiary
of any Borrower in connection with the financing of insurance premiums in the ordinary course of business to the extent not due
and payable;


 


(m)          
unsecured Debt of any Borrower or any of its Subsidiaries owing to banks or other financial institutions under corporate
credit cards issued to officers and employees for business related expenses in the ordinary course of business in an aggregate
amount not to exceed $375,000 at any time outstanding;


 


(n)             
[reserved];


 


(o)             
Debt in the form of Capital Lease obligations or purchase money obligations of any entity that becomes a Loan Party
after the date hereof pursuant to a Permitted Acquisition; provided, that (x) such Debt exists at the time such entity becomes
such a Subsidiary and is not created in contemplation of or in connection with such entity becoming such a Subsidiary, (y) such
Debt is not guaranteed in any respect by any Borrower or Guarantor (other than by any such entity that guaranteed such Debt at
the time such entity became a Subsidiary) and (z) such Debt in the aggregate does not exceed $750,000 at any time outstanding and
any renewals, extensions, or refinancings thereof so long as the principal amount thereof is not increased;


 


(p)             
Debt in an aggregate amount not to exceed $250,000 at any time outstanding in connection with surety or similar bonds,
letters of credit and performance bonds obtained in the ordinary course of business of the Borrowers and their Subsidiaries;


 


(q)             
deposits supporting the performance of operating leases in the ordinary course of business in an aggregate amount
not to exceed $250,000 at any time outstanding;


 


(r)              
unsecured Debt arising from agreements providing for customary adjustments of purchase price or similar obligations,
or from guarantees securing the performance of any Borrower or any Subsidiary of any Borrower pursuant to such agreements, in connection
with any Permitted Acquisitions;


 


(s)              
unsecured cash obligations under incentive, non-compete, consulting, deferred compensation, or other similar arrangements,
other than sales commissions, incurred by it in the ordinary course of business and consistent with past practices in an aggregate
amount not to exceed $2,000,000 at any time outstanding;


 


(t)              
(A) the Closing Date Seller Note to the extent subject to the Closing Date Seller Note Subordination Agreement, (B)
other unsecured seller notes issued by Holdings of up to 150% of the EBITDA of the target for the most recently ended twelve month
period for which financial statements have been delivered to Administrative Agent, in an aggregate amount not to exceed $12,000,000
at any time outstanding to the extent subject to a subordination agreement or other subordination arrangement in favor of the Obligations
reasonably acceptable to Administrative Agent and subject to documentation and structure reasonably acceptable to the Administrative
Agent and (C) other unsecured earn-outs owing by Holdings of up to 150% of the EBITDA of the target for the most recently ended
twelve month period for which financial statements have been delivered to Administrative Agent, in an aggregate amount not to exceed
$12,000,000 at any time outstanding the extent subject to a subordination agreement or other subordination arrangement in favor
of the Obligations reasonably acceptable to Administrative Agent and subject to documentation and structure reasonably acceptable
to the Administrative Agent;


 






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(u)             
Debt consisting of SBA PPP Loans in an aggregate amount not to exceed $1,408,000 at any time outstanding; and


 


(v)             
other unsecured Debt of the Loan Parties and their Subsidiaries not otherwise provided for herein in an aggregate
amount not at any time exceeding $750,000 at any time outstanding; provided, to the extent any such indebtedness is in the form
of seller notes, earn-out or similar obligations, such Debt shall only be issued by Holdings and shall be subject to a subordination
agreement or other subordination arrangement in favor of the Obligations reasonably acceptable to Administrative Agent.


 


11.2        
Liens. Not, and not permit any of the Loan Parties and their Subsidiaries to, create or permit to exist any
Lien on any of its real or personal properties, assets, or rights of whatsoever nature (whether now owned or hereafter acquired),
except the following:


 


(a)             
Liens for taxes or other governmental charges (excluding any Lien imposed pursuant to any provisions of ERISA) not
at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings
so long as such Lien would not reasonably be expected to materially adversely affect the Administrative Agent’s rights or
the priority of the Administrative Agent’s Lien on any Collateral and, in each case, for which it maintains adequate reserves
in accordance with GAAP and the execution or other enforcement of which is effectively stayed;


 


(b)             
Liens arising in the ordinary course of business any of the Loan Parties (other than Holdings) and their Subsidiaries
(such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens
in the form of deposits or pledges incurred in connection with worker’s compensation, unemployment compensation and other
types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds, and
similar obligations) for sums not overdue or being diligently contested in good faith by appropriate proceedings diligently prosecuted
and not involving any advances or borrowed money or the deferred purchase price of property or services and, in each case (1) for
which it maintains adequate reserves in accordance with GAAP and the execution or other enforcement of which is effectively stayed
and (2) only so long as payment in respect of any such Lien is not at the time required and such Liens do not, in the aggregate,
materially detract from the value of the assets of such Loan Party or any of its Subsidiaries or materially impair the use thereof
in the operation of the business of such Loan Party or any of its Subsidiaries;


 


(c)              
Liens described on Schedule 11.2 as of the Closing Date and renewals and extensions thereof on the assets
currently subject to those Liens;


 






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(d)             
subject to the limitation set forth in Section 11.1(b), the following: (i) Liens arising in connection
with Capital Leases (and attaching only to the property being leased); (ii) Liens existing on property at the time of the
acquisition thereof by any of the Loan Parties (other than Holdings) and their Subsidiaries (and not created in contemplation of
that acquisition); and (iii) Liens that constitute purchase money security interests on any property securing debt incurred
for the purpose of financing all or any part of the cost of acquiring that property, so long as any such Lien attaches to the applicable
property within 20 days of the acquisition thereof and attaches solely to the property so acquired;


 


(e)             
easements, rights of way, restrictions (including zoning restrictions), covenants, encroachments, and other similar
real estate charges or encumbrances, minor defects or irregularities in title, and other similar real estate Liens granted in the
ordinary course of business not interfering in any material respect with the ordinary conduct of the business of any Loan Party
or any Subsidiary thereof;


 


(f)               
leases, subleases, licenses, or sublicenses of the assets or properties of any of the Loan Parties and their Subsidiaries,
in each case entered into in the ordinary course of business and not interfering in any material respect with the business of any
of the Loan Parties and their Subsidiaries;


 


(g)             
customary set-off rights against depository accounts permitted under this Agreement in favor of banks at which any
of the Loan Parties and their Subsidiaries maintains any such depository accounts, so long as those set-off rights secure only
the obligations of that Loan Party or that Subsidiary to pay ordinary course fees and bank charges;


 


(h)             
Liens consisting of precautionary filings of UCC financing statements filed with respect to Operating Leases permitted
under this Agreement and any interest of title of a lessor under any Operating Lease permitted under this Agreement;


 


(i)               
Liens arising under the Loan Documents;


 


(j)               
Liens arising from judgments in circumstances not constituting an Event of Default;


 


(k)             
Liens securing the ABL Obligations permitted by Section 11.1(k) so long as such Liens are subject to the terms
of the ABL Intercreditor Agreement; and


 


(l)               
other Liens incurred in the ordinary course of business of the Loan Parties and their Subsidiaries with respect to
obligations that do not in the aggregate exceed $500,000 at any time outstanding.


 


11.3        
Restricted Payments. Not, and not permit any of the Loan Parties and their Subsidiaries to, (a) make
any dividend or distribution to any holders of its Equity Interests (other than the Warrant Holders); (b) purchase or redeem
any of its Equity Interests (other than Equity Interests held by the Warrant Holders); (c) pay any management fees, transaction-based
fees, or similar fees to any of its equity holders or any Affiliate thereof; (d) make any payment on account of Debt that
has been contractually subordinated in right of payment to the Obligations if that payment is not permitted at that time under
the applicable subordination terms and conditions; (e) make any prepayment of any unsecured Debt or any Debt secured by a Lien
that is junior or subordinated to the Liens securing the Obligations; or (f) set aside funds for any of the foregoing (any
of the foregoing described in clauses (a) through (f), each a “Restricted Payment”), except that:


 






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(i)               
any Subsidiary may pay dividends or make other distributions to a Loan Party and any Loan Party may pay dividends
or make other distributions to any Loan Party or any Subsidiary of any Loan Party;


 


(ii)             
in the event the Borrowers file a consolidated, combined, unitary or similar type income Tax return with Holdings,
the Borrowers shall be permitted to make distributions to Holdings to permit Holdings to pay federal and state income Taxes when
due and payable to the extent such Taxes are attributable to the income of the Borrowers and their Subsidiaries;


 


(iii)          
the Loan Parties and their Subsidiaries may make payments for earn-outs and deferred purchase price payments in connection
with Permitted Acquisitions in an aggregate amount not to exceed of up to 150% of the EBITDA of the target for the most
recently ended twelve month period for which financial statements have been delivered to Administrative Agent, provided
that immediately before and after giving effect to such payments the Payment Conditions are satisfied; 


 


(iv)           
in each case to the extent due and payable on a nonaccelerated basis, each Borrower may make regularly scheduled payments
of interest in respect of subordinated Debt in the form of seller notes or earn-outs, provided, that (a) the Payment Conditions
are satisfied and (b) and such payments are permitted under the applicable subordination agreement related thereto;


 


(v)             
each Borrower and each of its Subsidiaries may make dividends or distributions payable solely in its Equity Interests;


 


(vi)           
the Loan Parties and their Subsidiaries may make payments in the form of Equity Interests of Holdings as required by the
Consideration Agreement (as defined in the Closing Date Acquisition Agreement as in effect on the date hereof) as in effect on
the date hereof.


 


11.4        
Mergers, Consolidations, Sales. Not, and not permit any of the Loan Parties and their Subsidiaries to, (a) be
a party to any merger or consolidation; (b) change its state of incorporation or organization, its organization type or organization
identification number or change its legal name; (c) sell, transfer, dispose of, convey, or lease any of its assets or Equity Interests
(including the sale of Equity Interests of any Subsidiary); (d) sell or assign with or without recourse any receivables; (e) acquire
all or any substantial part of the properties of any Person; or (f) purchase or otherwise acquire all or substantially all of the
assets or any Equity Interests, or any partnership or joint venture interest in, any other Person or make any Acquisition, except
the following:


 






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(i)               
any merger or consolidation of a Loan Party or any Subsidiary of a Loan Party with another Loan Party or another
Wholly-Owned Subsidiary of a Loan Party; provided, that a Loan Party shall be the surviving entity in any merger or consolidation
involving a Loan Party, a Borrower shall be the surviving entity in any merger or consolidation involving a Borrower and Holdings
shall be the surviving entity in any merger or consolidation involving Holdings;


 


(ii)             
Permitted Acquisitions;


 


(iii)          
dispositions of equipment that is substantially worn, damaged, or obsolete; provided, that, in the case of any disposition
of equipment financed under the ABL Loan Agreement, the outstanding advance amount and all interest payable with respect thereto
under the ABL Loan Agreement shall be paid to the Administrative Agent to be applied to the Term Loan (as defined in the ABL Loan
Agreement) as set forth in the ABL Loan Agreement;


 


(iv)           
the licensing, on a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights
in the ordinary course of business;


 


(v)             
the lapse of registered patents, trademarks, copyrights and other intellectual property of any Loan Party or any
of its Subsidiaries to the extent not economically desirable and useful in the conduct of its business;


 


(vi)           
transfers of assets (a) to a Loan Party by (x) a Loan Party (other than Holdings, provided that the foregoing shall
not limit Restricted Payments permitted by Section 11.3) or (y) a Subsidiary of a Loan Party (other than by a Borrower to
such Subsidiary, provided that the foregoing shall not limit Restricted Payments permitted by Section 11.3 hereof) or (b)
to a Borrower by a Borrower;


 


(vii)         
sales of inventory in the ordinary course of business;


 


(viii)      
dispositions of Cash Equivalent Investments;


 


(ix)           
transfers of cash permitted by Section 11.9(m); and


 


(x)             
so long as no Default or Event of Default exists and is continuing, other dispositions, not provided for in any other
clause of this Section 11.4 in an aggregate amount not to exceed $500,000 during any consecutive twelve-month period.


 


Notwithstanding the foregoing,
in no event shall any disposition or transfer be made to Quest Vertigent One, LLC other than pursuant to clause (ix) of this Section
11.4.


 


11.5        
Modification of Certain Documents; Organizational Form.


 


(a)             
Not permit the organizational documents or governing documents of any Loan Party to be amended or modified in any
way that could reasonably be expected to be adverse to the interests of the Lenders (it being agreed that any change to the organizational
or governing documents of Holdings related to the board of directors or voting rights of equityholders shall be deemed adverse
to the interests of the Lenders) without the consent of the Lenders, which consent (other than with respect to any changes to the
voting rights of equityholders) shall not be unreasonably withheld.


 






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(b)             
Not change, or allow any Loan Party to change, its state of formation or its organizational form without providing
the Administrative Agent at least ten (10) Business Days prior written notice.


 


(c)              
Not amend, restate, supplement, waive, refinance, replace or otherwise modify any provision of any of the ABL Loan
Documents except to the extent permitted by the ABL Intercreditor Agreement.


 


(d)             
Not amend, restate, supplement, waive, refinance, replace or otherwise modify any provision of the Closing Date Seller
Note unless permitted by the Closing Date Seller Note Subordination Agreement.


 


(e)             
Without the prior written consent of the Administrative Agent, not amend, waive or otherwise modify any provision
of the Closing Date Acquisition Agreement or the documents and instruments delivered in connection therewith if such amendment,
waiver or modification would be material or adverse to the Administrative Agent or the Lenders.


 


11.6        
Transactions with Affiliates. Not, and not permit any of the Loan Parties and their Subsidiaries to, enter
into, or cause, suffer, or permit to exist any transaction, arrangement, or contract with any of its other Affiliates (other than
the Loan Parties) which is on terms which are less favorable than are obtainable from any Person which is not one of its Affiliates
(except to the extent expressly permitted by Sections 11.3 and 11.4(i)).


 


11.7        
Inconsistent Agreements. Not, and not permit any of the Loan Parties and their Subsidiaries to, enter into
any agreement containing any provision that would (a) be violated or breached by any borrowing by Borrowers under this Agreement
or by the performance by any Loan Party of any of its Obligations under this Agreement or under any other Loan Document; (b) prohibit
any Loan Party from granting to Administrative Agent and the Lenders a Lien on any of its assets; or (c) create or permit
to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make
other distributions to Holdings, any Borrower, or any other Subsidiary, or incur or pay any Debt (or modify, extend or renew any
agreement evidencing Debt) owed to Holdings, any Borrower, or any other Subsidiary or to repay any intercompany Debt, (ii) make
loans or advances to any Loan Party, or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary
restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary
pending any such sale, so long as those restrictions and conditions apply only to the Subsidiary to be sold and that sale is permitted
under this Agreement (but those); (B) restrictions or conditions imposed by any agreement relating to purchase money Debt,
Capital Leases, and other secured Debt permitted by this Agreement, so long as those restrictions or conditions apply only to the
property or assets securing that Debt; (C) customary provisions in leases and other contracts restricting the assignment thereof;
and (D) restrictions and conditions set forth in the Loan Documents and the ABL Loan Documents.


 






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11.8        
Business Activities; Holdings. (w) Not, and not permit any of the Loan Parties and their Subsidiaries to,
engage in any line of business other than the businesses engaged in on the Closing Date and businesses reasonably related or reasonably
complementary thereto, (x) not permit Holdings to engage in any trade or business other than acting as a holding company for the
Equity Interests of the Loan Parties and any activities reasonably incidental thereto and (y) not permit Holdings to hold any cash
or Cash Equivalent Investment that is not subject to a Control Agreement.


 


11.9        
Investments. Not, and not permit any of the Loan Parties and their Subsidiaries to, make or permit to exist
any Investment in any other Person, except the following:


 


(a)             
contributions by Holdings, Borrowers, or any Subsidiary to the capital of any Borrower;


 


(b)             
Investments constituting Debt permitted by Section 11.1;


 


(c)              
Contingent Liabilities constituting Debt permitted by Section 11.1 or Liens permitted by Section 11.2;


 


(d)             
Cash Equivalent Investments;


 


(e)             
subject to Section 10.11, bank deposits in the ordinary course of business;


 


(f)               
Permitted Acquisitions;


 


(g)             
non-cash consideration received pursuant to the consummation of asset dispositions and Permitted Acquisitions, in
each case permitted under this Agreement;


 


(h)             
bank deposits established in the ordinary course of business in accordance with the Loan Documents;


 


(i)               
Investments listed on Schedule 11.9 as of the Closing Date;


 


(j)               
advances to officers, directors and employees of Holdings and its Subsidiaries in an aggregate amount not to exceed
$100,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes in the ordinary
course of business;


 


(k)             
Investments by Holdings and its Subsidiaries in the Loan Parties (other than Holdings);


 


(l)               
prepaid expenses and extensions of trade credit, in each case, in the ordinary course of business and consistent
with past practices;


 


(m)          
Investments of cash into Quest Vertigent One, LLC to be used solely for the purpose of paying consultant fees and
general corporate expenses of Quest Vertigent One, LLC in an amount not to exceed $50,000 in any Fiscal Year; and


 






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(n)             
other Investments not provided for in any other clause of this Section 11.9 in an aggregate amount not to
exceed $250,000 so long as the Payment Conditions are satisfied immediately before and after giving effect to such Investment.


 


Notwithstanding the foregoing,
in no event shall any Investment be made in Quest Vertigent One, LLC other than pursuant to clause (m) of this Section 11.09.


 


11.10    
Restriction of Amendments to Certain Documents. Not amend or otherwise modify, or waive any rights under any
Related Agreement or Material Contract, other than immaterial amendments, modifications, and waivers not adverse to the interests
of Lenders.


 


11.11    
Fiscal Year; Accounting Policies. Not, and not permit any of the Loan Parties and their Subsidiaries to (a)
change its Fiscal Year or its method of determining Fiscal Quarters or fiscal months or (b) make any change in its accounting policies
that is not required under GAAP.


 


11.12    
Financial Covenants.


 


11.12.1       
Fixed Charge Coverage Ratio. Not permit the Fixed Charge Coverage Ratio for any Computation Period to be less
than 1.10 to 1.00 for that Computation Period.


 


11.12.2       
Senior Net Leverage Ratio. Not permit the Senior Net Leverage Ratio as of the last day of any Computation
Period to exceed the applicable ratio set forth below for that Computation Period:


 


	Computation 
 Period
                                         Ending
	Senior Net Leverage

                                                Ratio

	 	 
	December 31, 2020	3.25 to 1.00
	 	 
	March 31, 2021, June 30, 2021 and September 30, 2021	3.00 to 1.00
	 	 
	December 31, 2021 and March 31, 2022	2.75 to 1.00
	 	 
	June 30, 2022, September 30, 2022 and December 31, 2022	2.50 to 1.00
	 	 
	March 31, 2023 and the last day of each Fiscal Quarter thereafter	2.00 to 1.00



 


Notwithstanding
anything herein to the contrary (x) with respect to any provision of the Loan Documents that references compliance or satisfaction
with the Senior Net Leverage Ratio required by this Section 11.12.2 prior to December 31, 2020, such provision shall be
deemed to refer to the Senior Net Leverage Ratio required as of December 31, 2020 and (y) the Borrowers and the Administrative
Agent shall negotiate in good faith to reset the maximum Senior Net Leverage Ratios permitted under this Section 11.12.2
to reflect the impact of any Debt incurred in connection with any Permitted Acquisition as permitted hereunder.


 






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11.13    
Compliance with Laws. Not, and shall not permit any of their Subsidiaries to, fail to comply with the laws,
regulations and executive orders referred to in Sections 9.30 and 9.31.


 


11.14    
Equity Interests of Subsidiaries. Not permit any Loan Parties (excluding Holdings) or any of their Subsidiaries
to issue any additional Equity Interests, except to a Loan Party or other Subsidiary of a Loan Party and except for director’s
qualifying Equity Interests to the extent required under applicable law. Not permit Holdings to issue any Disqualified Equity Interests.


 


11.15    
Tax Consolidation. Not permit any Loan Party or any Subsidiary of any Loan Party to file or consent to the
filing of any consolidated income tax return with any Person other than Holdings (or a present or future direct or indirect parent
of Holdings), any other present or future Loan Party and/or any present or future Subsidiary of any Loan Party.


 


11.16    
Bill-and-Hold Sales, Etc. Not permit any Loan Parties or any of their Subsidiaries to make a sale to any customer
on a bill-and-hold, guaranteed sale, sale and return, sale on approval, repurchase or return or consignment basis.


 


11.17    
ABL Obligations. Not permit any Loan Parties or any of their Subsidiaries to purchase or hold any of the ABL
Obligations.


 


11.18    
Optional Prepayments of ABL Term Loan. Not permit any Loan Parties or any of their Subsidiaries to make any
voluntary prepayment of Term Loans (as defined in the ABL Loan Agreement) unless the following conditions have been satisfied:
(a) no Default or Event of Default has occurred and is continuing or would immediately result therefrom (b) after giving effect
to any such voluntary prepayment, Excess Availability is not less than $3,000,000 and (b) Borrower Representative has delivered
a certificate to Administrative Agent certifying the satisfaction of the foregoing conditions.


 


11.19    
Fiscal Year End. Not change, or permit any Subsidiary of any Loan Party to change, its fiscal year end.


 


11.20    
OFAC. Not (i) Become a Person whose property or interests in property are blocked or subject to blocking pursuant
to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Party and Prohibiting Transactions With Persons Who Commit,
Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079(2001)), (ii) engage in any dealings or transactions prohibited by Section
2 of such executive order, or be otherwise associated with any such Person in any manner violative of such Section 2, or (iii)
become a Person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions
under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or executive order.


 






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		Section 12	EFFECTIVENESS;
CONDITIONS OF LENDING, ETC.



 


The effectiveness of
this Agreement and the obligation of each Lender to make its Loans are subject to the following conditions precedent:


 


12.1        
Conditions to Effectiveness. The effectiveness of this Agreement, and the obligation of the Lenders to make
the Loans, are, in addition to the conditions precedent specified in Section 12.2 and Section 12.3, subject
to satisfaction of the following conditions precedent (and the date on which all such conditions precedent have been satisfied
or waived in writing by Administrative Agent and the Lenders is called the “Closing Date”), it being agreed
that the request by Borrower Representative for the making of any initial Loan on the Closing Date will be deemed to constitute
a representation and warranty by Borrowers that the conditions precedent set forth in this Section 12.1 will be satisfied
at the time of the making of that Loan unless waived in writing by Administrative Agent:


 


12.1.1            
Agreement, Notes, and other Loan Documents. Administrative Agent has received the following, each duly executed
and dated as of the Closing Date (or any earlier date satisfactory to Administrative Agent), in form and substance satisfactory
to Administrative Agent: (a) this Agreement; (b) to the extent requested by any Lender, one or more Notes made payable
to that Lender; (c) the Guaranty and Collateral Agreement, together with all instruments, transfer powers, and other items
required to be delivered in connection with the Guaranty and Collateral Agreement; (d) all other Loan Documents, (e) the ABL
Loan Agreement Amendment, (f) the Closing Date Warrant and the Warrant Letter Agreement duly executed and delivered by the parties
thereto and (g) the Closing Date Seller Note Subordination Agreement.


 


12.1.2            
Authorization Documents. For each Loan Party, Administrative Agent has received the following, each in form
and substance satisfactory to Administrative Agent: (a) that Person’s charter (or similar formation document), certified
by the appropriate governmental authority; (b) good standing certificates in that Person’s state of incorporation (or
formation) and in each other state in which that Person is qualified to do business if reasonably requested by Administrative Agent;
(c) that Person’s bylaws (or similar governing document); (d) resolutions of its board of directors (or similar
governing body) approving and authorizing that Person’s execution, delivery, and performance of the Loan Documents to which
it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of that Person’s
officers and/or managers executing any of the Loan Documents (which certificates Administrative Agent and each Lender may conclusively
rely on until formally advised by a like certificate of any changes in any such certificate), all certified by its secretary or
an assistant secretary (or similar officer) as being in full force and effect without modification.


 


12.1.3            
Consents, etc. Administrative Agent has received certified copies of all documents evidencing any necessary
company action, consents and governmental approvals (if any) required for the execution, delivery, and performance by the Loan
Parties of the documents referred to in this Section 12.


 






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12.1.4            
Letter of Direction. Administrative Agent has received a letter of direction containing funds flow information
with respect to the proceeds of the Loans on the Closing Date, duly executed and dated as of the Closing Date, in form and substance
satisfactory to Administrative Agent.


 


12.1.5            
Collateral and Diligence Questionnaire. Administrative Agent has received a Collateral and Diligence Questionnaire
completed and executed by each Loan Party, in form and substance satisfactory to Administrative Agent.


 


12.1.6            
Opinions of Counsel. Administrative Agent has received opinions of counsel for each Loan Party, including
local counsel reasonably requested by Administrative Agent, each duly executed and dated as of the Closing Date (or any earlier
date satisfactory to Administrative Agent), in form and substance satisfactory to Administrative Agent.


 


12.1.7            
Insurance. Administrative Agent has received evidence of the existence of insurance required to be maintained
pursuant to Section 10.3(b), together with evidence that Administrative Agent has been named as a lender’s loss
payee and an additional insured on all related insurance policies.


 


12.1.8            
Related Transaction. The Closing Date Acquisition shall have been consummated in accordance in all material
respects with the terms of the Closing Date Acquisition Agreement (without any amendment, modification or waiver of any of the
provisions thereof that would be materially adverse to the Lenders in their capacities as Lenders without the consent of the Lenders,
such consent not to be unreasonably withheld, conditioned or delayed). The Closing Date Acquisition Agreement, stock grant agreement,
Closing Date Seller Note and other agreements related thereto shall be in form and substance satisfactory to Administrative Agent.
All conditions precedent to the Closing Date Acquisition shall have been satisfied or waived with the written consent of the Administrative
Agent (not to be unreasonably withheld or delayed).


 


12.1.9            
Payment of Fees. The Borrowers shall have paid of all fees and expenses required to be paid on the Closing
Date pursuant to this Agreement and the Agent Fee Letter from the proceeds of the initial funding under the Term A Loans, but with
respect to legal fees, to the extent invoiced at least one day prior to the Closing Date.


 


12.1.10       
Debt to be Repaid. Substantially concurrent with the funding of the Term A Loans on the Closing Date, Holdings
shall have caused the Debt to be Repaid to have repaid in full (or have caused to be repaid) and provided to the Administrative
Agent evidence of such repayment and the release of any guarantees and/or liens granted in connection therewith.


 


12.1.11       
Solvency Certificate. Administrative Agent has received a solvency certificate, in form and substance satisfactory
to Administrative Agent, executed by a Senior Officer of Holdings and the Borrower Representative.


 






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12.1.12       
Search Results; Lien Terminations. Administrative Agent has received certified copies of Uniform Commercial
Code search reports dated a date reasonably near to the Closing Date, listing all effective financing statements which name any
Loan Party (under their present names and any previous names) as debtors, together with (a) copies of all such financing statements;
(b) Uniform Commercial Code termination statements pertaining to previously terminated financing, lease, and/or consignment
relationships for which financing statements remain of record, in each case as Administrative Agent reasonably requests; and (c) all
other Uniform Commercial Code termination statements as Administrative Agent reasonably requests.


 


12.1.13       
Filings, Registrations, and Recordings. Administrative Agent has received each document (including Uniform
Commercial Code financing statements) required by the Collateral Documents or under law or reasonably requested by Administrative
Agent to be filed, registered, or recorded in order to create in favor of Administrative Agent, for the benefit of Administrative
Agent and the Lenders, a perfected Lien on the collateral described therein (but only to the extent that perfection may be achieved
by such a filing, registration, or recording), prior to any other Liens (subject only to Permitted Liens), in proper form for filing,
registration, or recording.


 


12.1.14       
Closing Certificate. Administrative Agent has received (a) a certificate, in form and substance satisfactory
to Administrative Agent, executed by a Senior Officer of Borrower Representative on behalf of Borrowers (i) certifying the matters
set forth in Section 12.2.1 as of the Closing Date, (ii) certifying as to the occurrence of the closing of the
Related Transaction and that the closing has been consummated in accordance with the terms of the Related Agreements without waiver
of any material condition thereof and (iii) attaching final copies of the ABL Loan Agreement, the ABL Loan Agreement Amendment
and the Closing Date Seller Note.


 


12.1.15       
Financial Statements. The Borrowers shall have delivered the Financial Statements to the Administrative Agent.
The Borrowers shall have delivered to the Administrative Agent a pro forma consolidated balance sheet of Holdings and its Subsidiaries,
as of the most recently ended fiscal month for which financial statements are available for Holdings and its Subsidiaries, prepared
after giving effect to the Closing Date Transactions as if the Closing Date Transactions has occurred as of such date; provided
that such pro forma financial statements shall be prepared in good faith by Holdings.


 


12.1.16       
No Material Adverse Effect. Since December 31, 2019, there shall not have occurred any change, effect, event,
occurrence, state of facts, circumstance or development that, individually or in the aggregate, has had or would reasonably be
expected to have a Material Adverse Effect.


 


12.1.17       
Minimum Consolidated EBITDA. Holdings and its Subsidiaries shall have Consolidated EBITDA of $5,500,000 for
the twelve months ended June 30, 2020 on a pro forma basis after giving effect to the Closing Date Transactions as if the Closing
Date Transactions has occurred as of such date.


 






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12.1.18       
Closing Leverage. The aggregate outstanding balance of the ABL Obligations and the Term A Loans funded on
the Closing Date, minus unrestricted cash in which the ABL Agent and the Administrative Agent have perfected security interests
(in an aggregate amount not to exceed $1,000,000), shall not be greater than 3.00 multiplied by Consolidated EBITDA.


 


12.1.19       
Diligence. The Administrative Agent shall conduct a satisfactory due diligence call with key management of
Green Remedies and shall be satisfied with the background checks of key management of Green Remedies.


 


12.1.20       
Subordination and Intercreditor Agreements. The execution and delivery by the applicable parties thereto of
(x) Closing Date Seller Note Subordination Agreement and any other subordination agreements with respect to other indebtedness
remaining on the balance sheet of Holdings and its Subsidiaries on the Closing Date other than the ABL Obligations and (y) the
ABL Intercreditor Agreement.


 


12.1.21       
Key Management. Key management of the Guarantor and its subsidiaries (including the Initial Acquired Business)
will have entered into customary agreements containing terms and conditions acceptable to Lender including among other things,
non-competition, non-solicitation and confidentiality provisions.


 


12.1.22       
Know-Your-Customer and Anti-Money Laundering. So long as requested at least five Business Days prior to the
Closing Date, the Administrative Agent shall have received, at least three Business Days prior to the Closing Date, all documentation
and other information required by regulatory authorities concerning Borrowers and Holdings under applicable “know your customer”
and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act.


 


12.2        
Conditions Precedent to all Loans. The obligation of each Lender to make each Loan is subject to the following
further conditions precedent that:


 


12.2.1            
Compliance with Warranties, No Default, etc. Both before and after giving effect to any borrowing, the following
statements are true and correct:


 


(a)             
the representations and warranties of each Loan Party set forth in this Agreement and the other Loan Documents are
true and correct in all material respects (unless any such representation or warranty is by its terms qualified by concepts of
materiality, in which case that representation or warranty is true and correct in all respects) with the same effect as if then
made (except to the extent stated to relate to a specific earlier date, in which case that representation or warranty is true and
correct in all material respects or in all respects, as applicable, as of that earlier date);


 


(b)             
no Default or Event of Default has occurred and is continuing; and


 


(c)              
with respect to the borrowing of any Incremental Loans, all other conditions for such borrowing set forth in Section
2.1.2 are satisfied.


 






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12.2.2            
Confirmatory Certificate. If requested by Administrative Agent or any Lender, Administrative Agent has received
(in sufficient counterparts to provide one to Administrative Agent and each Lender) a certificate dated the date of the requested
Loan and signed by a duly authorized representative of Borrower Representative as to the matters set out in Section 12.2.1
(it being understood that each request by Borrower Representative for the making of a Loan will be deemed to constitute a representation
and warranty by Borrowers that the conditions precedent set forth in Section 12.2.1 will be satisfied at the time of
the making of that Loan), together with such other documents as Administrative Agent or any Lender may reasonably request in support
thereof.


 


12.3        
Conditions Precedent to each Term B Loan. The obligation of each Lender to make each Term B Loan
is subject to the following further conditions precedent that:


 


12.3.1            
Use of Proceeds. Administrative Agent is satisfied in its sole discretion that Borrowers will use the proceeds
of that Term B Loan on or about the requested borrowing date in accordance with Section 10.6.


 


12.3.2            
Financial Tests. Administrative Agent has received a certificate from a Senior Officer of the Borrower Representative
certifying (with reasonably detailed calculations) that on any drawing date of the Term B Loans the Term B Loan Leverage Condition
is satisfied.


 


12.3.3            
Minimum Amount. The requested borrowing of the Term A Loans is in an amount equal to at least $2,000,000.


 


		Section 13	EVENTS
OF DEFAULT AND THEIR EFFECT.



 


13.1        
Events of Default. Each of the following will constitute an Event of Default under this Agreement:


 


13.1.1            
Non-Payment of the Loans, etc. Default in the payment when due of the principal of any Loan; or default, and
continuance thereof for five or more days, in the payment when due of any interest, fee, or other amount payable by Borrowers under
this Agreement or under any other Loan Document.


 


13.1.2            
Non-Payment of Other Debt. Any (a) “Event of Default” (as defined in the ABL Loan Agreement) or
comparable event has occurred or the revolving commitments under the ABL Loan Documents are terminated for any reason or (b) default
occurs under the terms applicable to any Debt of any Loan Party in an aggregate amount (for all such Debt so affected and including
undrawn committed or available amounts and amounts owing to all creditors under any combined or syndicated credit arrangement)
exceeding $750,000 and that default (i) consists of the failure to pay that Debt when due, whether by acceleration or otherwise,
or (ii) accelerates the maturity of that Debt or permits the holder or holders thereof, or any trustee or agent for any such
holder or holders, to cause that Debt to become due and payable (or require any Loan Party to purchase or redeem that Debt or post
cash collateral in respect thereof) prior to its expressed maturity.


 






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13.1.3            
Other Material Obligations. Default in the payment when due, or in the performance or observance of, any Material
Contract.


 


13.1.4            
Bankruptcy, Insolvency, etc. Any of the following occurs: (a) any Loan Party becomes insolvent or generally
fails to pay, or admits in writing its inability or refusal to pay, debts as they become due; (b) any Loan Party applies for,
consents to, or acquiesces in the appointment of a trustee, receiver, or other custodian for that Loan Party or any property thereof,
or makes a general assignment for the benefit of creditors; (c) in the absence of any such application, consent, or acquiescence,
a trustee, receiver, or other custodian is appointed for any Loan Party or for a substantial part of the property of any thereof
and is not discharged within 45 days; (d) any Insolvency Proceeding, or any dissolution or liquidation proceeding, is
commenced in respect of any Loan Party, and that Insolvency Proceeding or proceeding (i) is not commenced by that Loan Party,
(ii) is consented to or acquiesced in by that Loan Party, or (iii) remains for 45 days undismissed; or (e) any
Loan Party takes any action to authorize, or in furtherance of, any of the foregoing.


 


13.1.5            
Non-Compliance with Loan Documents.


 


(a)             
Failure by any Loan Party to comply with or to perform any covenant set forth in (x) Sections 10.1.6, 10.2,
10.3(b), 10.3(d), 10.5 (solely with respect to the Company and Holdings), 10.6, 10.9, 10.10,
10.11, 10.12, 10.13 or Section 10.13a) (subject, in the case of Section 11.12, to
Section 13.4) and (y) Sections 10.1.1, 10.1.2, 10.1.3 and 10.1.8 and, with respect to this
subclause (y), continuance of that failure described in this Section 13.1.5(a) for 2 or more Business Days.


 


(b)             
Failure by any Loan Party to comply with or to perform any other provision of this Agreement or any other Loan Document
(and not constituting an Event of Default under any other provision of this Section 13) and continuance of that failure
described in this Section 13.1.5(b) for 30 or more days.


 


13.1.6            
Representations; Warranties. Any representation or warranty made by any Loan Party in this Agreement or any
other Loan Document is breached or is false or misleading in any material respect, or any schedule, certificate, financial statement,
report, notice or other writing furnished by any Loan Party to Administrative Agent or any Lender in connection with this Agreement
is false or misleading in any material respect on the date as of which the facts therein set forth are stated or certified.


 


13.1.7            
Pension Plans. Any of the following occurs: (a) any Person institutes steps to terminate a Pension Plan
if as a result of that termination Holdings, any Borrower, or any Subsidiary could be required to make a contribution to that Pension
Plan, or could incur a liability or obligation to that Pension Plan, in excess of $750,000; (b) a contribution failure occurs
with respect to any Pension Plan sufficient to give rise to a Lien under Section 303(k) of ERISA with respect to Holdings,
any Borrower, or any Subsidiary; (c) the Unfunded Liability of all Pension Plans sponsored and maintained by any Borrower
or any Subsidiary exceeds 20% of the Total Plan Liability for those plans, or (d) there occurs any withdrawal or partial withdrawal
from a Multiemployer Pension Plan and the withdrawal liability (without unaccrued interest) to Multiemployer Pension Plans as a
result of that withdrawal (including any outstanding withdrawal liability that Holdings, any Borrower, or any member of the Controlled
Group have incurred on the date of that withdrawal) to which Holdings, any Borrower, or any Subsidiary is reasonably expected to
incur exceeds $750,000.


 






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13.1.8            
Judgments. One or more final judgments which exceed an aggregate of $750,000 are rendered against any Loan
Party (not covered by insurance as to which the insurance company has acknowledged coverage in writing, so long as that insurance
is paid to Borrowers within 30 days of the rendering of those judgments) and have not been paid, discharged or vacated or
had execution thereof stayed pending appeal within 60 days after entry or filing of those judgments.


 


13.1.9            
Invalidity of Loan Documents, etc. Any Loan Document ceases to be in full force and effect, or any Loan Party
(or any Person by, through, or on behalf of any Loan Party) contests or challenges in any manner the validity, binding nature,
or enforceability of any Loan Document.


 


13.1.10       
Change of Control. A Change of Control occurs.


 


13.1.11       
Uninsured Losses. Any material loss, theft, damage or destruction of any portion of the Collateral having
a fair market value of $750,000, in the aggregate, if not fully covered (subject to such deductibles and self-insurance retentions
as Administrative Agent shall have permitted) by insurance.


 


13.1.12       
Business Disruption; Condemnation. There shall occur a cessation of a substantial part of the business of
Loan Party which could reasonably be expected to have a Material Adverse Effect; or any Loan Party shall suffer the loss or revocation
of any material license or permit now held or hereafter acquired by any Loan Party which loss could reasonably be expected to have
a Material Adverse Effect; or any Loan Party shall be enjoined, restrained or in any way prevented by court, governmental or administrative
order from conducting all or any material part of its business affairs which injunction, restraint or other prevention could reasonably
be expected to have a Material Adverse Effect; or any material lease or agreement pursuant to which any Loan Party leases, uses
or occupies any property shall be canceled or terminated prior to the expiration of its stated term, the cancellation or termination
of which could not reasonably be expected to have a Material Adverse Effect; or any portion of the Collateral shall be taken through
condemnation or the value of such Property shall be impaired through condemnation which condemnation or impairment could reasonably
be expected to have a Material Adverse Effect.


 


13.1.13       
Repudiation of or Default under Guaranty and Collateral Agreement. Any Loan Party shall revoke or attempt
to revoke the Guaranty and Collateral Agreement signed by such Loan Party or shall repudiate such Loan Party’s liability
thereunder or shall be in default under the terms thereof.


 






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13.1.14       
Criminal Forfeiture. Any Loan Party shall be criminally indicted or convicted under any law that could lead
to a forfeiture of any property of any Loan Party.


 


13.1.15       
Intercreditor and Subordination Agreements. The provisions of the ABL Intercreditor Agreement, the Closing
Date Seller Note Subordination Agreement or any other intercreditor or subordination agreement in favor of the Administrative Agent
in respect of the Obligations shall for any reason be revoked or invalidated, or otherwise cease to be in full force and effect,
or the ABL Agent, any lender under the ABL Loan Agreement or any other person party to such agreements shall contest in any manner
the validity or enforceability thereof or deny that it has any further obligation thereunder, or the Obligations for any reason
shall not have the priority contemplated by this Agreement, the ABL Intercreditor Agreement, the Closing Date Seller Note Subordination
Agreement or any other intercreditor or subordination described in this Section 13.1.14, respectively.


 


13.1.16       
Material Adverse Effect. A Material Adverse Effect occurs.


 


13.2        
Effect of Event of Default. If any Event of Default described in Section 13.1.4 occurs in respect
of any Loan Party, then the Commitments will immediately terminate and the Loans and all other Obligations under this Agreement
will become immediately due and payable, all without presentment, demand, protest, or notice of any kind. If any other Event of
Default occurs and is continuing, then Administrative Agent may (and, upon the written request of the Required Lenders shall) declare,
in a written notice to Borrower Representative, the Commitments to be terminated in whole or in part and/or declare all or any
part of the Loans and all other Obligations under this Agreement to be due and payable, whereupon the Commitments will immediately
terminate (or be reduced, as applicable) and/or the Loans and other Obligations under this Agreement will become immediately due
and payable (in whole or in part, as applicable), all without presentment, demand, protest, or notice of any kind (other than as
expressly provided for above in this sentence). Administrative Agent shall promptly advise Borrower Representative of any such
declaration, but failure to do so will not impair the effect of any such declaration. If Administrative Agent has received a Cure
Notice from the Borrower Representative, then Administrative Agent and the Required Lenders may not exercise any the foregoing
remedies in this Section 13.2 with respect to that Specified Financial Covenant Default until the earlier of (i) the
Cure Period has expired, and (ii) the date that Administrative Agent receives notice Borrowers will not cure that Specified
Financial Covenant Default in accordance with Section 13.4; provided, that, during such period, such Specified Financial
Covenant Default shall be deemed an Event of Default for all other purposes under this Agreement.


 


13.3        
Credit Bidding. The Loan Parties and the Lenders hereby irrevocably authorize Administrative Agent, based
upon the instruction of the Required Lenders, to Credit Bid and purchase (either directly or through one or more acquisition vehicles)
all or any portion of the Collateral at any sale thereof conducted by Administrative Agent in accordance with applicable law, based
upon the instruction of the Required Lenders, under any provisions of the Uniform Commercial Code, as part of any sale or investor
solicitation process conducted by any Loan Party, any interim receiver, receiver, receiver and manager, administrative receiver,
trustee, agent, or other Person pursuant or under any insolvency laws, in each case subject to the following limitations: (i) the
Required Lenders may not direct Administrative Agent in any manner that does not treat each of the Lenders equally, without preference
or discrimination, in respect of consideration received as a result of any Credit Bid; (ii) the acquisition documents must
be commercially reasonable and contain customary protections for minority holders, such as, among other things, anti-dilution and
tag-along rights; (iii) the exchanged debt or equity securities must be freely transferable, without restriction (subject
to applicable securities laws); and (iv) reasonable efforts must be made to structure the acquisition in a manner that causes
the governance documents pertaining thereto to not impose any obligations or liabilities upon the Lenders individually (such as
indemnification obligations). For purposes of this Section 13.3, the term “Credit Bid” means an
offer submitted by Administrative Agent (on behalf of the Lenders), based upon the instruction of the Required Lenders, to acquire
the property of any Loan Party or any portion thereof in exchange for and in full and final satisfaction of all or a portion (as
determined by Administrative Agent, based upon the instruction of the Required Lenders) of the claims and Obligations under this
Agreement and other Loan Documents.


 






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13.4        
Curative Equity.


 


(a)             
Subject to the limitations set forth in Section 13.4(d), Borrowers may cure (and will be deemed to have
cured) an Event of Default arising out of a breach of any of the financial covenants set forth in Section 11.12 (each such
financial covenant, a “Specified Financial Covenant”; each such Event of Default, a “Specified Financial
Covenant Default”) if Borrowers receive the cash proceeds of Curative Equity within 10 Business Days after the earliest
date on which each applicable Specified Financial Covenant is required to be tested for the applicable Computation Period pursuant
to this Agreement (the “Cure Period”).


 


(b)             
Borrowers shall provide Administrative Agent with irrevocable written notice during the Cure Period of their intent
to cure the Specified Financial Covenant(s) with Curative Equity (the “Cure Notice”) and shall promptly notify
Administrative Agent of their receipt of any proceeds of Curative Equity and shall make a prepayment of the Term Loans in accordance
with Sections 6.2 and 6.3.


 


(c)              Upon
receipt by the Borrowers of the Curative Equity (and application of the proceeds of such Curative Equity in accordance with Sections 6.2
and 6.3) and delivery of a certificate by Borrower Representative to Administrative Agent certifying as to the amount
of the proceeds of any Curative Equity and that those proceeds have been applied in accordance with Section 13.4(b)
in an amount equal to the amount which if applied to increase EBITDA for the Computation Period would result in the Borrowers
being in pro forma compliance with the applicable Specified Financial Covenant(s) (which certificate shall also set forth the
calculation of the applicable Specified Financial Covenant being cured in reasonable detail), then each applicable Specified Financial
Covenant Default will be deemed cured with no further action required by the Required Lenders. Before the date of the delivery
of that certificate, any Specified Financial Covenant Default that has occurred and is continuing will be deemed to be continuing,
and, as a result, the Lenders will have no obligation to make additional loans or otherwise extend additional credit under this
Agreement. If Borrowers do not cure a Specified Financial Covenant Default as provided in this Section 13.4, then
that Specified Financial Covenant Default will continue unless waived in writing by the Required Lenders in accordance with this
Agreement.


 






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(d)             
To the extent that proceeds of Curative Equity are received with respect to any Fiscal Quarter, those proceeds will
be deemed to be EBITDA for purposes of determining compliance with the Specified Financial Covenant(s) for that Fiscal Quarter
and subsequent periods that include that Fiscal Quarter. Notwithstanding any provision of this Agreement to the contrary, (i) Borrowers’
rights under this Section 13.4 (A) may be exercised no more than four times during the term of this Agreement;
(B) may be exercised no more than twice in any period of four Fiscal Quarters; (C) may not be exercised in two consecutive
Fiscal Quarters and (D) may not be exercised if the amount of proceeds of the Curative Equity, together with the aggregate
amount of proceeds of all prior Curative Equity, exceeds 20% of Consolidated EBITDA (calculated prior to giving effect to such
Curative Equity) in any trailing twelve month period; (ii) the amount of proceeds of any Curative Equity may not be greater
than or less than the amount required to cause Borrowers to be in compliance with each applicable Specified Financial Covenant(s)
as at the end of the applicable Computation Period (without giving effect to any prepayment of Debt); and (iii) the proceeds
of Curative Equity will be disregarded for purposes of determining EBITDA for any pricing, financial covenant-based conditions,
or baskets with respect to the covenants contained in this Agreement and there will be no pro forma reduction in Debt with the
proceeds of any Curative Equity for determining compliance with the Specified Financial Covenants or for determining any pricing,
financial covenant-based conditions, or baskets with respect to the covenants contained in this Agreement, in each case in the
Fiscal Quarter in which that Curative Equity is used and each Computation Period ending on the last day of the following three
Fiscal Quarters.


 


		Section 14	Agency.



 


14.1        
Appointment and Authorization. Each Lender hereby irrevocably (subject to Section 14.10) appoints,
designates, and authorizes Administrative Agent to take any action on its behalf under the provisions of this Agreement and each
other Loan Document and to exercise any powers and perform any duties as are expressly delegated to it, as applicable, by the terms
of this Agreement or any other Loan Document, together with all powers as are reasonably incidental thereto. Notwithstanding any
provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, Administrative Agent will not have
any duty or responsibility except those expressly set forth in this Agreement, nor will Administrative Agent have or be deemed
to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties,
obligations, or liabilities are to be read into this Agreement or any other Loan Document or otherwise exist against Administrative
Agent, as applicable. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this
Agreement and in other Loan Documents with reference to Administrative Agent is not intended to connote any fiduciary or other
implied (or express) obligations arising under agency doctrine of any applicable law. Instead, that term is used merely as a matter
of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.


 


14.2        
[Reserved].


 


14.3        
Delegation of Duties. Administrative Agent may execute any of its duties under this Agreement or any other
Loan Document by or through agents, employees, or attorneys-in-fact and is entitled to advice of counsel and other consultants
or experts concerning all matters pertaining to those duties. Administrative Agent will not be responsible for the negligence or
misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.


 






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14.4        
Exculpation. None of Administrative Agent and its directors, officers, employees, and agents (a) will
be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan
Document or the transactions contemplated hereby (except to the extent resulting from its own gross negligence or willful misconduct
in connection with its duties expressly set forth in this Agreement as determined by a final, non-appealable judgment by a court
of competent jurisdiction), or (b) will be responsible in any manner to any Lender or participant for any recital, statement,
representation or warranty made by any Loan Party or any Affiliate of any Borrower, or any officer thereof, contained in this Agreement
or in any other Loan Document, or in any certificate, report, statement, or other document referred to or provided for in, or received
by Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness,
genuineness, enforceability, or sufficiency of this Agreement or any other Loan Document (or the creation, perfection, or priority
of any Lien or security interest therein), or for any failure of any Borrower or any other party to any Loan Document to perform
its Obligations under this Agreement or under any other Loan Documents. Administrative Agent is not and will not be under any obligation
to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document or to inspect the properties, books, or records of any of the Loan Parties and their
Subsidiaries and Affiliates.


 


14.5        
Reliance. Administrative Agent may rely, and will be fully protected in relying, upon any writing, communication,
signature, resolution, representation, notice, consent, certificate, electronic mail message, affidavit, letter, telegram, facsimile,
telex or telephone message, statement, or other document or conversation believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to Borrowers),
independent accountants, and other experts selected by Administrative Agent. Administrative Agent will be fully justified in failing
or refusing to take any action under this Agreement or any other Loan Document unless Administrative Agent first receives all advice
or concurrence of the Required Lenders as it deems appropriate and, if it so requests, confirmation from the Lenders of their obligation
to indemnify Administrative Agent against any and all liability and expense which might be incurred by Administrative Agent by
reason of taking or continuing to take any such action. Administrative Agent will in all cases be fully protected in acting, or
in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required
Lenders and each such request and any action taken or failure to act pursuant thereto will be binding upon each Lender. For purposes
of determining compliance with the conditions specified in Section 12, each Lender that has signed this Agreement will
be deemed to have consented to, approved, or accepted or to be satisfied with, each document or other matter required thereunder
to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative Agent has received written notice
from that Lender prior to the proposed Closing Date specifying its objection thereto.


 






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14.6        
Notice of Default. Administrative Agent will not be deemed to have knowledge or notice of the occurrence of
any Event of Default or Default except with respect to defaults in the payment of principal, interest and fees required to be paid
to Administrative Agent for the account of the Lenders, unless Administrative Agent has received written notice from a Lender or
a Borrower referring to this Agreement, describing that Event of Default or Default and stating that that notice is a “notice
of default.” Administrative Agent shall promptly notify the Lenders of its receipt of any such notice. Administrative Agent
shall take all such actions with respect to each such Event of Default or Default as requested by the Required Lenders in accordance
with Section 13, but unless and until Administrative Agent has received any such request, Administrative Agent may
(but will not be required to) take any action, or refrain from taking any action, with respect to any Event of Default or Default
as Administrative Agent deems advisable or in the best interest of the Lenders.


 


14.7        
Credit Decision. Each Lender acknowledges that Administrative Agent has not made any representation or warranty
to it, and that no act by Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review
of the affairs of the Loan Parties, will be deemed to constitute any representation or warranty by Administrative Agent to any
Lender as to any matter, including whether Administrative Agent has disclosed material information in its possession. Each Lender
represents to Administrative Agent that it has, independently and without reliance upon Administrative Agent and based on documents
and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, prospects, operations,
property, financial and other condition, and creditworthiness of the Loan Parties, and made its own decision to enter into this
Agreement and to extend credit to Borrowers under this Agreement. Each Lender also represents to Administrative Agent that it will,
independently and without reliance upon Administrative Agent and based on documents and information as it deems appropriate at
the time, continue to make its own credit analysis, appraisals, and decisions in taking or not taking action under this Agreement
and the other Loan Documents, and to make all investigations as it deems necessary to inform itself as to the business, prospects,
operations, property, financial and other condition, and creditworthiness of Borrowers. Except for notices, reports and other documents
expressly required in this Agreement to be furnished to the Lenders by Administrative Agent, Administrative Agent will not have
any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations,
property, financial or other condition or creditworthiness of any Borrower which may come into the possession of Administrative
Agent.


 


14.8        
Indemnification. Whether or not the transactions contemplated by this Agreement are consummated, each Lender
shall indemnify upon demand Administrative Agent and its directors, officers, employees and agents (to the extent not reimbursed
by or on behalf of Borrowers and without limiting the obligation of Borrowers to do so), according to its applicable Pro Rata Share,
from and against any and all Indemnified Liabilities, except that no Lender will be liable for any payment to any such Person of
any portion of the Indemnified Liabilities to the extent determined by a final, non-appealable judgment by a court of competent
jurisdiction to have resulted from the applicable Person’s own gross negligence or willful misconduct. No action taken in
accordance with the directions of the Required Lenders will be deemed to constitute gross negligence or willful misconduct for
purposes of this Section 14.8. Without limitation of the foregoing, each Lender shall reimburse Administrative Agent
upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs and Taxes) incurred by Administrative
Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this
Agreement, any other Loan Document, or any document contemplated by or referred to in this Agreement, to the extent that Administrative
Agent is not reimbursed for any such expenses by or on behalf of Borrowers. The undertaking in this Section 14.8 will
survive repayment of the Loans, cancellation of the Notes, any foreclosure under, or modification, release or discharge of, any
or all of the Collateral Documents, termination of this Agreement and the resignation or replacement of Administrative Agent.


 






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14.9        
Administrative Agent in Individual Capacities. Monroe Capital and its Affiliates may make loans to, issue
letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking,
trust, financial advisory, underwriting or other business with the Loan Parties and Affiliates as though Monroe Capital were not
Administrative Agent under this Agreement and without notice to or consent of any Lender. Each Lender acknowledges that, pursuant
to those activities, Monroe Capital or its Affiliates might receive information regarding Borrowers or their Affiliates (including
information that is subject to confidentiality obligations in favor of any Borrower or any such Affiliate) and acknowledges that
Administrative Agent will be under no obligation to provide any such information to them. With respect to their Loans (if any),
Monroe Capital and its Affiliates have the same rights and powers under this Agreement as any other Lender and may exercise the
same as though Monroe Capital were not Administrative Agent, and the terms “Lender” and “Lenders”
include Monroe Capital and its Affiliates, to the extent applicable, in their individual capacities.


 


14.10    
Successor Administrative Agent. Administrative Agent may resign as Administrative Agent upon 30 days’
notice to the Lenders. If Administrative Agent resigns under this Agreement, the Required Lenders shall, with (so long as no Event
of Default exists) the consent of Borrower Representative (which may not be unreasonably withheld or delayed), appoint from among
the Lenders a successor Administrative Agent for the Lenders. If no successor agent is appointed prior to the effective date of
the resignation of Administrative Agent, Administrative Agent may appoint, after consulting with the Lenders and Borrower Representative,
a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent under this Agreement, that
successor agent will succeed to all the rights, powers, and duties of the retiring Administrative Agent and the term “Administrative
Agent” will mean that successor agent, and the retiring Administrative Agent’s appointment, powers and duties as
Administrative Agent will be terminated. After any retiring Administrative Agent’s resignation under this Agreement as Administrative
Agent, the provisions of this Section 14 and Sections 15.5 and 15.17 will inure to its benefit as
to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor agent
has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s
notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective and the
Required Lenders shall perform all of the duties of Administrative Agent under this Agreement until such time, if any, as the Required
Lenders appoint a successor agent as provided for above.


 


14.11    
Collateral Matters. Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents
for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by
Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the
exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other
powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby
authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action
with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral
granted pursuant to this Agreement and the other Loan Documents. The Lenders irrevocably authorize Administrative Agent, at its
option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative
Agent under any Collateral Document (i) upon Payment in Full; (ii) upon property sold or to be sold or disposed of as
part of or in connection with any disposition permitted under this Agreement (including the release of any Guarantor in connection
with any such disposition); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders;
or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i),
11.2(d)(iii) or 11.2(k) (it being understood that Administrative Agent may conclusively rely on a certificate from
Borrower Representative in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)).
Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to
release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11.


 






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14.12    
Restriction on Actions by Lenders. Each Lender shall not, without the express written consent of Administrative
Agent, and shall, upon the written request of Administrative Agent (to the extent it is lawfully entitled to do so), set-off against
the Obligations, any amounts owing by that Lender to a Loan Party or any deposit accounts of any Loan Party now or hereafter maintained
with that Lender. Each Lender shall not, unless specifically requested to do so in writing by Administrative Agent, take or cause
to be taken any action, including the commencement of any legal or equitable proceedings, to foreclose any loan or otherwise enforce
any security interest in any of the Collateral or to enforce all or any part of this Agreement or the other Loan Documents. All
enforcement actions under this Agreement and the other Loan Documents against the Loan Parties or any third party with respect
to the Obligations or the Collateral may be taken by only Administrative Agent (at the direction of the Required Lenders or as
otherwise permitted in this Agreement) or by its agents at the direction of Administrative Agent.


 


14.13    
Administrative Agent May File Proofs of Claim.


 


14.13.1       
In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition, or other judicial proceeding relative to any Loan Party (including any Insolvency Proceeding), Administrative Agent
(irrespective of whether the principal of any Loan is then due and payable as expressed in this Agreement or by declaration or
otherwise and irrespective of whether Administrative Agent has made any demand on Borrowers) may, by intervention in any such proceeding
or otherwise, do any and all of the following:


 






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(a)             
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans,
and all other Obligations that are owing and unpaid and to file any other documents as are necessary or advisable in order to have
the claims of the Lenders and Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Lenders and Administrative Agent and their respective agents and counsel and all other amounts due the Lenders
and Administrative Agent under Sections 5, 15.5, and 15.17) allowed in any such proceedings; and


 


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


 


14.13.2       
Any custodian, receiver, assignee, trustee, liquidator, sequestrator, or other similar official in any such proceeding
is hereby authorized by each Lender to make all payments to Administrative Agent and, in the event that Administrative Agent consents
to the making of such payments directly to the Lenders, to pay to Administrative Agent any amount due for the reasonable compensation,
expenses, disbursements and advances of Administrative Agent and its agents and counsel, and any other amounts due Administrative
Agent under Sections 5, 15.5, and 15.17.


 


14.13.3       
Nothing contained in this Agreement will be deemed to authorize Administrative Agent to authorize or consent to or
accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations
or the rights of any Lender or to authorize Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.


 


14.14    
Other Agents; Arrangers and Managers. None of the Lenders or other Persons identified on the facing page or
signature pages of this Agreement as a “syndication agent,” “documentation agent,” “co-agent,”
“book manager,” “lead manager,” “arranger,” “lead arranger” or “co-arranger,”
if any, has any right, power, obligation, liability, responsibility, or duty under this Agreement other than, in the case of any
Lender, those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified
has or is deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will
not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking
action under this Agreement.


 


14.15    
Protective Advances. Administrative Agent may, from time to time at any time that an Event of Default has
occurred and is continuing, make all disbursements and advances (“Protective Advances”) that Administrative
Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral
or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Loan Parties of the Loans and other
Obligations or to pay any other amount chargeable to the Loan Parties pursuant to the terms of this Agreement and the other Loan
Documents, including, without limitation, costs, fees and expenses as described in Section 15.5. Protective Advances
are repayable on demand and will be secured by the Collateral and bear interest at a rate per annum equal to the rate then applicable
to Base Rate Loans. Protective Advances constitute Obligations under this Agreement and may be charged to the Loan Account.
No Protective Advance made by Administrative Agent and charged to the Loan Account will be deemed to constitute a Loan and no Lender
will have any obligation to fund any amount to Administrative Agent as a result thereof. The Administrative Agent shall notify
each Lender and the Borrower Representative in writing of each Protective Advance made by Administrative Agent, which notice must
include a description of the purpose of that Protective Advance.


 






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		Section 15	GENERAL.



 


15.1        
Waiver; Amendments.


 


(a)             
No amendment, modification, or waiver of, or consent with respect to, any provision of this Agreement or the other
Loan Documents will be effective unless it is in writing and acknowledged by Lenders having an aggregate Pro Rata Shares of not
less than the aggregate Pro Rata Shares expressly designated in this Agreement with respect thereto or, in the absence of any such
designation as to any provision of this Agreement, by the Required Lenders. Any amendment, modification, waiver, or consent will
be effective only in the specific instance and for the specific purpose for which given.


 


(b)             
The Agent Fee Letter may be amended, waived, consented to, or modified by the parties thereto.


 


(c)              
No amendment, modification, waiver, or consent may extend or increase the Commitment of any Lender without the written
consent of that Lender.


 


(d)             
No amendment, modification, waiver, or consent may extend the date scheduled for payment of any principal (excluding
mandatory prepayments) of or interest on the Loans or any fees payable under this Agreement without the written consent of each
Lender directly affected thereby.


 


(e)             
No amendment, modification, waiver, or consent may reduce the principal amount of any Loan, the rate of interest
thereon, or any fees payable under this Agreement without the consent of each Lender directly affected thereby (except (i) for
periodic adjustments of interest rates and fees resulting from a change in the LIBOR Rate and the Base Rate as provided for in
this Agreement, and (ii) that Required Lenders may rescind any increase in the interest rate under and in accordance with
Section 4.1.2).


 


(f)               
No amendment, modification, waiver, or consent may do any of the following without the written consent of each Lender:
(i) release any Borrower or any Guarantor from its obligations, other than as part of or in connection with any disposition
permitted under this Agreement; (ii) release all or any substantial part of the Collateral granted under the Collateral Documents
(except as permitted by Section 14.11); (iii) change the definitions of Pro Rata Share or Required Lenders, any
provision of this Section 15.1, any provision of Section 13.3, or reduce the aggregate Pro Rata Share required
to effect an amendment, modification, waiver, or consent.


 


(g)             
No provision of Sections 6.2.2, 6.3, or 7.2.2(b) with respect to the timing or application
of mandatory prepayments of the Loans may be amended, modified, or waived without the consent of Lenders having a majority of the
aggregate Pro Rata Shares of the Term A Loans affected thereby, the Term B Loans affected thereby and the Incremental
Loans affected thereby.


 






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(h)             
No provision of Section 14 or other provision of this Agreement affecting Administrative Agent in its
capacity as such may be amended, modified, or waived without the consent of Administrative Agent.


 


(i)               
Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of
the Required Lenders, Administrative Agent, Holdings, and Borrowers to do any of the following: (i) to add one or more additional
credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued
interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term A
Loans, the Term B Loans, the Term B Loan Commitments, and the accrued interest and fees in respect thereof and (ii) to
include appropriately the Lenders holding any such additional credit facilities in any determination of the Required Lenders.


 


(j)               
If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders,
the consent of the Required Lenders is obtained but the consent of other Lenders whose consent is required is not obtained (any
such Lender whose consent is not obtained is referred to as a “Non-Consenting Lender”), then, so long as Administrative
Agent or such other Person is not a Non-Consenting Lender, Administrative Agent and/or one or more Persons reasonably acceptable
to Administrative Agent may (but will not be required to) purchase from that Non-Consenting Lender, and that Non-Consenting Lenders
shall, upon Administrative Agent’s request, sell and assign to Administrative Agent and/or any such Person, all of the Loans
and Commitments of that Non-Consenting Lender for an amount equal to the principal balance of all such Loans and Commitments held
by that Non-Consenting Lender and all accrued interest, fees, expenses, and other amounts then due with respect thereto through
the date of sale, which purchase and sale will be consummated pursuant to an executed Assignment Agreement. In the event that Non-Consenting
Lender does not execute an Assignment Agreement pursuant to Section 15.6.1 within five (5) Business Days after receipt by
such Non-Consenting Lender of notice of replacement pursuant to this Section 15.1(j) and presentation to such Non-Consenting
Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 15.1(j), the Administrative Agent shall
be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such Non-Consenting Lender, and any such Assignment
Agreement so executed by the Borrower Representative, Administrative Agent and, to the extent applicable, any other Person purchasing
such Loans and Commitments of the Non-Consenting Lender, shall be effective for purposes of this Section 15.1(j) and Section
15.6.1. Upon any such assignment and payment and compliance with the other provisions of Section 15.6.1, such replaced
Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Non-Consenting Lender
to indemnification hereunder shall survive.


 


15.2        
Confirmations. Each Borrower and each holder of a Note agree from time to time, upon written request received
by it from the other, to confirm to the other in writing (with a copy of each such confirmation to Administrative Agent) the aggregate
unpaid principal amount of the Loans then outstanding under that Note.


 






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15.3        
Notices.


 


15.3.1            
Generally. Except as otherwise provided in Sections 2.2.2, all notices under this Agreement must
be in writing (including facsimile transmission) and must be sent to the applicable party at its address shown on Annex B
or at any other address as the receiving party designates, by written notice received by the other parties, as its address for
that purpose. Notices sent by facsimile transmission will be deemed to have been given when sent; notices sent by mail will be
deemed to have been given three Business Days after the date when sent by registered or certified mail, postage prepaid; and
notices sent by hand delivery or overnight courier service will be deemed to have been given when received. For purposes of Sections 2.2.2,
Administrative Agent will be entitled to rely on telephonic instructions from any person that Administrative Agent in good faith
believes is an authorized officer or employee of Borrower Representative, and Borrowers shall hold harmless Administrative Agent
and each other Lender from any loss, cost, or expense resulting from any such reliance.


 


15.3.2            
Electronic Communications.


 


(a)             
Notices and other communications to any Lender under this Agreement may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures approved by Administrative Agent, but the foregoing
does not apply to notices to any Lender pursuant to Section 2.2 if that Lender has notified Administrative Agent and
Borrower Representative that it is incapable of receiving notices under Section 2.2 by electronic communication. Administrative
Agent or any of Holdings and Borrowers may, in its respective sole discretion, agree to accept notices and other communications
to it under this Agreement by electronic communications pursuant to procedures approved by it, and approval of any such procedures
may be limited to particular notices or communications.


 


(b)             
Unless otherwise agreed by the sender and the intended recipient, (i) notices and other communications sent
to an e-mail address will 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);
(ii) notices or communications posted to an Internet or intranet website will 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 the notice
or communication is available and identifying the website address therefor; and (iii) for both clauses (i) and
(ii) of this Section 15.3.2(b), any notice, e-mail or other communication that is not sent during the normal
business hours of the intended recipient will be deemed to have been sent at the opening of business on the next Business
Day for the intended recipient.


 


15.4        
Computations. Where the character or amount of any asset or liability or item of income or expense is required
to be determined, or any consolidation or other accounting computation is required to be made, for the purpose of this Agreement,
that determination or calculation will, to the extent applicable and except as otherwise specified in this Agreement, be made in
accordance with GAAP, consistently applied, but if Borrower Representative notifies Administrative Agent that Borrowers wish to
amend any covenant in Section 10 or 11.12 (or any related definition) to eliminate or to take into account the
effect of any change in GAAP on the operation of that covenant (or if Administrative Agent notifies Borrower Representative that
the Required Lenders wish to amend Section 10 or 11.12 (or any related definition) for that purpose), then Borrowers’
compliance with that covenant will be determined on the basis of GAAP in effect immediately before the relevant change in GAAP
became effective, until either the applicable notice under this Section 15.4 is withdrawn or the applicable covenant
(or related definition) is amended in a manner satisfactory to Borrowers and the Required Lenders.


 






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15.5        
Costs, Expenses and Taxes. Each Borrower, jointly and severally, shall pay on demand all reasonable out-of-pocket
costs and expenses of Administrative Agent (including, without limitation, Attorney Costs, Taxes and Other Taxes) in connection
with the preparation, execution, syndication, delivery and administration (including perfection and protection of any Collateral
and the costs of IntraLinks (or other similar service), if applicable) of this Agreement, the other Loan Documents, and all other
documents provided for in this Agreement or delivered or to be delivered under or in connection with this Agreement (including
any amendment, supplement, or waiver to any Loan Document), whether or not the transactions contemplated hereby or thereby are
consummated, including, without limitation, all out-of-pocket costs and expenses incurred pursuant to Section 10.2,
and all out-of-pocket costs and expenses (including, without limitation, Attorney Costs, Taxes, and any Other Taxes) incurred by
Administrative Agent and each Lender after an Event of Default in connection with the collection of the Obligations or the enforcement
of this Agreement the other Loan Documents or any such other documents or during any workout, restructuring, or negotiations in
respect thereof. In addition, each Loan Party shall pay, and shall save and hold harmless Administrative Agent and the Lenders
from all liability for, any fees of Borrowers’ auditors in connection with any reasonable exercise by Administrative Agent
and the Lenders of their rights pursuant to Section 10.2. All Obligations provided for in this Section 15.5
will survive repayment of the Loans, cancellation of the Notes, and termination of this Agreement.


 


15.6        
Assignments; Participations.


 


15.6.1            
Assignments.


 


(a)             
Any Lender may at any time assign to one or more Persons (any such Person, an “Assignee”) all
or any portion of that Lender’s Loans and Commitments, with the prior written consent of Administrative Agent, and, so long
as no Event of Default exists, Borrower Representative (which consent of Borrower Representative may not be unreasonably withheld
or delayed), but (i) no such consent of any kind is required for an assignment (A) by a Lender to a Lender or an Affiliate
of a Lender or an Approved Fund, (B) to an Eligible Assignee, or (C) prior to the completion of the primary syndication
of the Commitments as determined by Monroe Capital, and (ii) no assignment may be made to a Loan Party or an Affiliate
of a Loan Party. Except as Administrative Agent otherwise agrees, any such assignment must be in a minimum aggregate amount equal
to $1,000,000 (which minimum will be $250,000 if the assignment is to an Affiliate of the assigning Lender) or, if less, the remaining
Commitment and Loans held by the assigning Lender. Borrowers and Administrative Agent will be entitled to continue to deal solely
and directly with the assigning Lender in connection with the interests so assigned to an Assignee until Administrative Agent has
received and accepted an effective assignment agreement in substantially the form of Exhibit C (an “Assignment
Agreement”) executed, delivered, and fully completed by the applicable parties thereto and a processing fee of $3,500.
No assignment may be made to any Person if at the time of that assignment Borrowers would be obligated to pay any greater amount
under Section 7.6 or Section 8 to the Assignee than Borrowers are then obligated to pay to the assigning
Lender under that section (and if any assignment is made in violation of the foregoing, Borrowers will not be required to
pay any such greater amounts). Any attempted assignment not made in accordance with this Section 15.6.1 will be treated
as the sale of a participation under Section 15.6.2. Borrower Representative will be deemed to have granted its consent
to any assignment requiring its consent under this Agreement unless Borrower Representative has expressly objected to that assignment
within five Business Days after notice thereof.


 






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(b)             
From and after the date on which the conditions described above have been met, (i) the Assignee will be deemed
automatically to have become a party to this Agreement and, to the extent that rights and obligations under this Agreement have
been assigned to that Assignee pursuant to the Assignment Agreement, will have the rights and obligations of a Lender under this
Agreement, and (ii) the assigning Lender, to the extent that rights and obligations under this Agreement have been assigned
by it pursuant to that Assignment Agreement, will be released from its rights (other than its indemnification rights) and obligations
under this Agreement. Upon the request of the Assignee (and, as applicable, the assigning Lender) pursuant to an effective Assignment
Agreement, Borrowers shall execute and deliver to Administrative Agent for delivery to the Assignee (and, as applicable, the assigning
Lender) one or more Notes in accordance with Section 3.1 to reflect the amounts assigned to that Assignee and the amounts,
if any, retained by the assigning Lender. Each such Note will be dated the effective date of the applicable assignment. Upon receipt
by Administrative Agent of any such Note, the assigning Lender shall return to Borrower Representative any applicable prior Note
held by it.


 


(c)              
Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
to secure obligations of that Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this
Section 15.6.1 will not apply to any such pledge or assignment of a security interest. No such pledge or assignment
of a security interest will release a Lender from any of its obligations under this Agreement or substitute any such pledgee or
assignee for that Lender as a party to this Agreement.


 


15.6.2            
Participations. Any Lender may at any time sell to one or more Persons participating interests in its Loans,
Commitments or other interests under this Agreement (any such Person, a “Participant”). In the event of a sale
by a Lender of a participating interest to a Participant, (a) that Lender’s obligations under this Agreement will remain
unchanged for all purposes; (b) Borrowers and Administrative Agent shall continue to deal solely and directly with that Lender
in connection with that Lender’s rights and obligations under this Agreement; and (c) all amounts payable by Borrowers
will be determined as if that Lender had not sold that participation and will be paid directly to that Lender. No Participant will
have any direct or indirect voting rights under this Agreement except with respect to any event described in Section 15.1
expressly requiring the unanimous vote of all Lenders or, as applicable, all affected Lenders. Each Lender agrees to incorporate
the requirements of the preceding sentence into each participation agreement which that Lender enters into with any Participant.
Borrowers agree that if amounts outstanding under this Agreement are due and payable (as a result of acceleration or otherwise),
each Participant will be deemed to have the right of set-off in respect of its participating interest in amounts owing under this
Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement,
but that right of set-off is subject to the obligation of each Participant to share with the Lenders, and the Lenders shall share
with each Participant, as provided in Section 7.5. Participant will be entitled to the benefits of Section 7.6
and Section 8 as if it were a Lender (but on the date of the participation no Participant will be entitled to any greater
compensation pursuant to Section 7.6 or Section 8 than would have been paid to the participating Lender
on that date if no participation had been sold, and each Participant must comply with Section 7.6.4(a) as if it were
an Assignee). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers,
maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest)
of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”),
which Participant Register shall be made available to the Borrowers and the Administrative Agent. The entries in the Participant
Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant
Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For
the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining
a Participant Register.


 






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15.7        
Register. Administrative Agent shall maintain, and deliver a copy to Borrower Representative upon written
request, a copy of each Assignment Agreement delivered and accepted by it and register (the “Register”) for
the recordation of names and addresses of the Lenders and the Commitment of each Lender from time to time and whether that Lender
is the original Lender or the Assignee. No assignment will be effective unless and until the Assignment Agreement is accepted and
registered in the Register. All records of transfer of a Lender’s interest in the Register will be conclusive, absent manifest
error, as to the ownership of the interests in the Loans. Administrative Agent will not incur any liability of any kind with respect
to any Lender with respect to the maintenance of the Register. It is the intention that the Loans and Commitments be treated as
registered obligations and in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the
Code, and that the right, title, and interest of the Lenders in and to those Loans and Commitments be transferable only in accordance
with the terms of this Agreement.


 


15.8        
Governing Law. This Agreement and each Note is a contract
made under and governed by the internal laws of the State of New York applicable to contracts made and to be performed entirely
within that state, without regard to conflict-of-laws principles.


 






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15.9        
Confidentiality. As required by federal law and Administrative Agent’s policies and practices, Administrative
Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening
or maintaining accounts, or establishing or continuing to provide services. Administrative Agent and each Lender shall use commercially
reasonable efforts (equivalent to the efforts Administrative Agent or that Lender applies to maintain the confidentiality of its
own confidential information) to maintain as confidential all information provided to them by any Loan Party and designated as
confidential, except that Administrative Agent and each Lender may disclose any information as follows: (a) to Persons employed
or engaged by Administrative Agent or that Lender or that Lender’s Affiliates or Approved Funds in evaluating, approving,
structuring, or administering the Loans and the Commitments; (b) to any assignee or participant or potential assignee or participant
that has agreed to comply with the covenant contained in this Section 15.9 (and any such assignee or participant or
potential assignee or participant may disclose any such information to Persons employed or engaged by them as described in clause (a) of
this Section 15.9); (c) as required or requested by any federal or state regulatory authority or examiner, or
any insurance industry association, or as reasonably believed by Administrative Agent or that Lender to be compelled by any court
decree, subpoena, or legal or administrative order or process, but Administrative Agent or that Lender, as applicable, shall (i) use
reasonable efforts to give the applicable Loan Party written notice prior to disclosing the information to the extent permitted
by that requirement, request, court decree, subpoena, or legal or administrative order or process, and (ii) disclose only
that portion of the confidential information as Administrative Agent or that Lender reasonably believes, or as counsel for Administrative
Agent or that Lender, as applicable, advises Administrative Agent or that Lender, that it must disclose pursuant to that requirement;
(d) as Administrative Agent or that Lender reasonably believes, or on the advice of Administrative Agent’s or that Lender’s
counsel, is required by law; (e) in connection with the exercise of any right or remedy under the Loan Documents or in connection
with any litigation to which Administrative Agent or that Lender is a party; (f) to any nationally recognized rating agency
that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect
to that Lender; (g) to that Lender’s independent auditors and other professional advisors as to which that information has
been identified as confidential; or (h) if that information ceases to be confidential through no fault of Administrative Agent
or any Lender. Notwithstanding the foregoing, Borrowers consent to the publication by Administrative Agent or any Lender of a tombstone
or similar advertising material relating to the financing transactions contemplated by this Agreement, and Administrative Agent
reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table
measurements. If any provision of any confidentiality agreement, non-disclosure agreement, or other similar agreement between any
Borrower and any Lender conflicts with or contradicts this Section 15.9 with respect to the treatment of confidential
information, then this Section 15.9 will supersede all such prior or contemporaneous agreements and understandings
between the parties.


 


15.10    
Severability. Whenever possible each provision of this Agreement is to be interpreted so as to be effective
and valid under applicable law, but if any provision of this Agreement is prohibited by or invalid under applicable law, that provision
will be ineffective to the extent of that prohibition or invalidity, without invalidating the remainder of that provision or the
remaining provisions of this Agreement.


 






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15.11    
Nature of Remedies. All Obligations of the Loan Parties and rights of Administrative Agent and the Lenders
expressed in this Agreement or in any other Loan Document are in addition to and not in limitation of those provided by applicable
law. No failure to exercise, and no delay in exercising, on the part of Administrative Agent or any Lender, any right, remedy,
power, or privilege under this Agreement will operate as a waiver thereof, and no single or partial exercise of any right, remedy,
power, or privilege under this Agreement will preclude any other or further exercise thereof or the exercise of any other right,
remedy, power, or privilege.


 


15.12    
Entire Agreement. This Agreement, together with the other Loan Documents, embodies the entire agreement and
understanding among the parties to this Agreement and supersedes all prior or contemporaneous agreements and understandings of
all such Persons, verbal or written, relating to the subject matter hereof and thereof (except as relates to the fees described
in Section 5.2) and any prior arrangements made with respect to the payment by the Loan Parties of (or any indemnification
for) any fees, costs, or expenses payable to or incurred (or to be incurred) by or on behalf of Administrative Agent or the Lenders.


 


15.13    
Counterparts. This Agreement may be executed in any number of counterparts and by the different parties on
separate counterparts. Each such counterpart will be deemed to be an original, but all such counterparts will together constitute
but one and the same Agreement. Receipt of an executed signature page to this Agreement by facsimile or other electronic transmission
will constitute effective delivery thereof. Electronic records of executed Loan Documents maintained by the Lenders will be deemed
to be originals.


 


15.14    
Successors and Assigns. This Agreement binds Borrowers, the Lenders, Administrative Agent, and their respective
successors and assigns and will inure to the benefit of Borrowers, the Lenders, and Administrative Agent and the successors and
assigns of the Lenders and Administrative Agent. No other Person is or is intended to be a direct or indirect legal beneficiary
of, or have any direct or indirect cause of action or claim in connection with, this Agreement or any of the other Loan Documents.
No Loan Party may assign or transfer any of its rights or Obligations under this Agreement without the prior written consent of
Administrative Agent and each Lender.


 


15.15    
Captions. Section captions used in this Agreement are for convenience only and do not affect the construction
of this Agreement.


 


15.16    
Customer Identification—USA Patriot Act Notice. Each Lender and Monroe Capital (each for itself and
not on behalf of any other party) 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 “Patriot Act”), it is required to obtain, verify,
and record information that identifies the Loan Parties, which information includes the name and address of the Loan Parties and
other information that will allow that Lender or Monroe Capital, as applicable, to identify the Loan Parties in accordance with
the Patriot Act.


 


15.17    
Indemnification by Loan Parties. In consideration of the execution
and delivery of this Agreement by Administrative Agent and the Lenders and the agreement to extend the Commitments provided under
this Agreement, each of Holdings and each Borrower hereby agrees to indemnify, exonerate, and hold harmless Administrative Agent,
each Lender and each of the officers, directors, employees, Affiliates, agents, and Approved Funds of Administrative Agent and
each Lender (each, a “Lender Party”) from and against any and all actions, causes of action, suits, losses,
liabilities, damages, and expenses, including Attorney Costs (collectively, the “Indemnified Liabilities”),
incurred by the Lender Parties or any of them as a result of, or arising out of, or relating to (a) any tender offer, merger,
purchase of capital securities, purchase of assets (including the Related Transaction) or other similar transaction financed or
proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loans; (b) the use, handling,
release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or
leased by any Loan Party; (c) any violation of any Environmental Laws with respect to conditions at any property owned or
leased by any Loan Party or the operations conducted thereon; (d) the investigation, cleanup or remediation of offsite locations
at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances;
or (e) the execution, delivery, performance, or enforcement of this Agreement or any other Loan Document by any of the Lender
Parties, in each case except for any such Indemnified Liabilities arising on account of the applicable Lender Party’s gross
negligence or willful misconduct as determined by a final, non-appealable judgment by a court of competent jurisdiction. If and
to the extent that the foregoing undertaking is unenforceable for any reason, each of Holdings and each Borrower hereby agrees
to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under
applicable law. All obligations provided for in this Section 15.17 will survive repayment of the Loans, cancellation
of the Notes, any foreclosure under, or any modification, release, or discharge of, any or all of the Collateral Documents and
termination of this Agreement.


 






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15.18    
Non-Liability of Lenders.


 


(a)             
The relationship between Borrowers on the one hand and the Lenders and Administrative Agent on the other hand is
solely that of borrower and lender. Neither Administrative Agent nor any Lender has any fiduciary relationship with or duty to
any Loan Party arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between
the Loan Parties, on the one hand, and Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith
is solely that of debtor and creditor. Neither Administrative Agent nor any Lender undertakes any responsibility to any Loan Party
to review or inform any Loan Party of any matter in connection with any phase of any Loan Party’s business or operations.
Each of Holdings and each Borrower agrees, on behalf of itself and each other Loan Party, that neither Administrative Agent nor
any Lender has any liability to any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by any Loan
Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established
by the Loan Documents, or any act, omission, or event occurring in connection therewith, unless it is determined in a final non-appealable
judgment by a court of competent jurisdiction that those losses resulted from the gross negligence or willful misconduct of the
party from which recovery is sought.


 


(b)             
No Lender Party will be liable for any damages arising from the use by others of any information or other materials
obtained through IntraLinks or other similar information transmission systems in connection with this Agreement. No Lender Party
will have any liability with respect to, and each of Holdings and each Borrower, on behalf of itself and each other Loan Party,
hereby waives, releases, and agrees not to sue for, any special, punitive, exemplary, indirect, or consequential damages relating
to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before
or after the Closing Date).


 






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(c)              
Each Loan Party acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Loan Documents to which it is a party. No joint venture is created hereby or by the other Loan Documents
or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Loan Parties and the Lenders.


 


15.19    
Forum Selection and Consent to Jurisdiction. Any litigation
based hereon, or arising out of, under, or in connection with this Agreement or any other Loan Document, will be brought and maintained
exclusively in the courts of the State of New York or in any federal court sitting in the borough of Manhattan, but nothing in
this Agreement will be deemed or operate to preclude Administrative Agent from bringing suit or taking other legal action in any
other jurisdiction. Each of Holdings and each Borrower hereby expressly and irrevocably submits to the jurisdiction of the courts
of the State of New York and of the federal courts sitting in the borough of Manhattan for the purpose of any such litigation as
set forth above. Each of Holdings and each Borrower further irrevocably consents to the service of process by registered mail,
postage prepaid, or by personal service within or without the State of New York. Each of Holdings and each Borrower hereby expressly
and irrevocably waives, to the fullest extent permitted by law, any objection that it now has or hereafter might have to the laying
of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought
in an inconvenient forum.


 


15.20    
Waiver of Jury Trial. Each Borrower, Holdings, Administrative
Agent, and each Lender hereby waives any right to a trial by jury in any action or proceeding to enforce or defend any rights under
this Agreement, any Note, any other Loan Document, and any amendment, instrument, document, or agreement delivered or which might in
the future be delivered in connection with this Agreement or therewith or arising from any lending relationship existing in connection
with any of the foregoing, and agrees that any such action or proceeding will be tried before a court and not before a jury.


 


15.21    
Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to
the contrary in any Loan Document or in any other agreement, arrangement, or understanding among any such parties, each party hereto
acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such
liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and
agrees and consents to, and acknowledges and agrees to be bound by (a) the application of any Write-Down and Conversion Powers
by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto
that is an Affected Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including, if applicable:
(i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of,
such liability into shares or other instruments of ownership in that Affected Financial Institution, its parent undertaking,
or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership
will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document;
or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers
of the applicable Resolution Authority.


 






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15.22    
Acknowledgement Regarding any Supported QFCs. To the extent that the Loan Documents provide support, through
a guarantee or otherwise, for Hedge Agreements or any other agreement or instrument that is a QFC (such support, “QFC
Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows
with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title
II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the
“U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions
below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws
of the State of New York and/or of the United States or any other state of the United States): In the event a Covered Entity that
is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution
Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under
such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support)
from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution
Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed
by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered
Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might
otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted
to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the
Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation
of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall
in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.


 


15.23    
Certain ERISA Matters.


 


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


 


(i)               
such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise)
of one or more benefit plans with respect to such Lender’s entrance into, participation in, administration of and performance
of the Loans, the Commitments or this Agreement,


 






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


 


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


 


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


 


(b)             
In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender
or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately
preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto,
to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party
ahereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrowers
or any other Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in
such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement
(including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan
Document or any documents related hereto or thereto).


 


15.24    
ABL Intercreditor Agreement. Notwithstanding anything to the contrary in this Agreement or in any other Loan
Document, (a) the Liens granted to the Administrative Agent in favor of the Lenders pursuant to this Agreement and the other Loan
Documents and the exercise of any right related to any Collateral shall be subject, in each case, to the terms of the ABL Intercreditor
Agreement, and (b) in the event of any conflict between the terms and provisions of this Agreement or any other Loan Document,
on the one hand, and the terms and provisions of the ABL Intercreditor Agreement, on the other hand, the terms and provisions of
the ABL Intercreditor Agreement shall continue.


 






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		Section 16	JOINT
AND SEVERAL LIABILITY



 


16.1        
Applicability of Terms. Each Borrower and each Person comprising a Borrower hereby acknowledges and agrees
that all of the representations, warranties, covenants, obligations, conditions, agreements, and other terms contained in this
Agreement are applicable to and binding upon each Person comprising a Borrower unless expressly otherwise stated in this Agreement.


 


16.2        
Joint and Several Liability. Each Borrower is jointly and severally liable for all of the Obligations of each
other Borrower, regardless of which Borrower actually receives the proceeds or other benefits of the Loans or other extensions
of credit under this Agreement or the manner in which Borrowers, Administrative Agent, or any Lender accounts therefor in their
respective books and records.


 


16.3        
Benefits and Best Interests. Each Borrower acknowledges that it will enjoy significant benefits from the business
conducted by each other Borrower because of, inter alia, their combined ability to bargain with other Persons including
without limitation their ability to receive the Loans and other credit extensions under this Agreement and the other Loan Documents
which would not have been available to any Borrower acting alone. Each Borrower has determined that it is in its best interest
to procure the credit facilities contemplated under this Agreement, with the credit support of each other Borrower as contemplated
by this Agreement and the other Loan Documents.


 


16.4        
Accommodations. Each of Administrative Agent and the Lenders have advised each Borrower that it is unwilling
to enter into this Agreement and the other Loan Documents and make available the credit facilities extended hereby or thereby to
any Borrower unless each Borrower agrees, among other things, to be jointly and severally liable for the due and proper payment
of the Obligations of each other Borrower. Each Borrower has determined that it is in its best interest and in pursuit of its purposes
that it so induce the Lenders to extend credit pursuant to this Agreement and the other documents executed in connection with this
Agreement (a) because of the desirability to each Borrower of the credit facilities under this Agreement and the interest
rates and the modes of borrowing available under this Agreement and under those other documents; (b) because each Borrower
might engage in transactions jointly with other Borrowers; and (c) because each Borrower might require, from time to time,
access to funds under this Agreement for the purposes set forth in this Agreement. Each Borrower, individually, expressly understands,
agrees, and acknowledges that the credit facilities contemplated under this Agreement would not be made available on the terms
of this Agreement in the absence of the collective credit of all the Borrowers, and the joint and several liability of all the
Borrowers. Accordingly, each Borrower acknowledges that the benefit of the accommodations made under this Agreement to the Borrowers,
as a whole, constitutes reasonably equivalent value, regardless of the amount of the indebtedness actually borrowed by, advanced
to, or the amount of credit provided to, or the amount of collateral provided by, any one Borrower.


 


16.5        
Maximum Amount. To the extent that applicable law otherwise would render the full amount of the joint and
several obligations of any Borrower under this Agreement and under the other Loan Documents invalid or unenforceable, that Person’s
obligations under this Agreement and under the other Loan Documents will be limited to the maximum amount that does not result
in any such invalidity or unenforceability, but each Borrower’s obligations under this Agreement and under the other Loan
Documents will be presumptively valid and enforceable to their fullest extent in accordance with the terms hereof or thereof, as
if this Section 16 were not a part of this Agreement.


 






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16.6        
Joint Liability Payments. To the extent that any Borrower makes a payment under this Section 16
of all or any of the Obligations (a “Joint Liability Payment”) that, taking into account all other Joint Liability
Payments then previously or concurrently made by any other Borrower, exceeds the amount that Borrower would otherwise have paid
if each Borrower had paid the aggregate Obligations satisfied by those Joint Liability Payments in the same proportion that that
Person’s Allocable Amount (as determined immediately prior to those Joint Liability Payments) bore to the aggregate Allocable
Amounts of each Borrower as determined immediately prior to the making of those Joint Liability Payments, then, following payment
in full in cash of the Obligations (other than contingent indemnification Obligations not then asserted) and the termination of
the Commitments, that Borrower will be entitled to receive contribution and indemnification payments from, and be reimbursed by,
each other Borrower for the amount of that excess, pro rata based upon their respective Allocable Amounts in effect immediately
prior to the applicable Joint Liability Payments. As of any date of determination, the “Allocable Amount” of
any Borrower is equal to the maximum amount of the claim that could then be recovered from that Borrower under this Section
16 without rendering that claim voidable or avoidable under § 548 of Chapter 11 of the Bankruptcy Code or under
any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act, or similar statute or common law.


 


16.7        
Financial Condition. Each Borrower assumes responsibility for keeping itself informed of the financial condition
of each other Borrower, and any and all endorsers and/or guarantors of any instrument or document evidencing all or any part of
each other Borrower’s Obligations, and of all other circumstances bearing upon the risk of nonpayment by each other Borrower
of its Obligations, and each Borrower agrees that neither Administrative Agent nor any Lender has or will have any duty to advise
that Borrower of information known to Administrative Agent or any Lender regarding any such condition or any such circumstances
or to undertake any investigation not a part of its regular business routine. If Administrative Agent or any Lender, in its sole
discretion, undertakes at any time or from time to time to provide any such information to a Borrower, neither Administrative Agent
nor any Lender will be under any obligation to update any such information or to provide any such information to that Borrower
or any other Person on any subsequent occasion.


 


16.8        
Administrative Agent Authorizations. Subject to Section 15.1, Administrative Agent is hereby authorized
to, at any time and from time to time, to do any and all of the following: (a) in accordance with the terms of this Agreement,
renew, extend, accelerate, or otherwise change the time for payment of, or other terms relating to, Obligations incurred by any
Borrower or any other Loan Party, otherwise modify, amend or change the terms of any promissory note or other agreement, document
or instrument now or hereafter executed by any Borrower or any other Loan Party and delivered to Administrative Agent or any Lender;
(b) accept partial payments on an Obligation incurred by any Borrower; (c) take and hold security or collateral for the
payment of an Obligation incurred by any Borrower under this Agreement or for the payment of any guaranties of an Obligation incurred
by any Borrower or other liabilities of any Borrower and exchange, enforce, waive, and release any such security or collateral;
(d) apply any such security or collateral and direct the order or manner of sale thereof as Administrative Agent, in its sole
discretion, determines; and (e) settle, release, compromise, collect, or otherwise liquidate an Obligation incurred by any
Borrower and any security or collateral therefor in any manner, without affecting or impairing the obligations of any other Borrower.
In accordance with the terms of this Agreement, Administrative Agent has the exclusive right to determine the time and manner of
application of any payments or credits, whether received from a Borrower or any other source, and any such determination will be
binding on each Borrower. In accordance with the terms of this Agreement, all such payments and credits may be applied, reversed
and reapplied, in whole or in part, to any of an Obligation incurred by any Borrower as Administrative Agent determines in its
sole discretion without affecting the validity or enforceability of the Obligations of any other Borrower. Nothing in this Section 16
modifies any right of any Borrower or any Lender to consent to any amendment or modification of this Agreement or the other Loan
Documents in accordance with the terms hereof or thereof.


 






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16.9        
Unconditional Obligations. Each Borrower hereby agrees that, except as otherwise expressly provided in this
Agreement, its obligations under this Agreement are and will be unconditional, irrespective of (a) the absence of any attempt
to collect an Obligation incurred by any Borrower from any Borrower or any guarantor or other action to enforce the same; (b) failure
by Administrative Agent to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security
or collateral for an Obligation incurred by any Borrower; (c) any Insolvency Proceeding by or against any Borrower or any
other Loan Party, or Administrative Agent’s or any Lender’s election in any such proceeding of the application of § 1111(b)(2)
of the Bankruptcy Code; (d) any borrowing or grant of a security interest by any Borrower as debtor-in-possession under § 364
of the Bankruptcy Code; (e) the disallowance, under § 502 of the Bankruptcy Code, of all or any portion of Administrative
Agent’s or any Lender’s claim(s) for repayment of any of an Obligation incurred by any Borrower; or (f) any other
circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor unless that legal or equitable
discharge or defense is that of a Borrower in its capacity as a Borrower.


 


16.10    
Notices. Any notice given by Borrower Representative under this Agreement will constitute and be deemed to
be notice given by all Borrowers, jointly and severally. Notice given by Administrative Agent or any Lender to Borrower Representative
under this Agreement or pursuant to any other Loan Documents in accordance with the terms of this Agreement or of any applicable
other Loan Document will constitute notice to each Borrower. The knowledge of any Borrower will be imputed to all Borrowers and
any consent by Borrower Representative or any Borrower will constitute the consent of, and will bind, all Borrowers.


 


16.11    
No Impairment of Obligations or Limitation of Liability. This Section 16 is intended only to define
the relative rights of Borrowers and nothing set forth in this Section 16 is intended to or will impair the obligations
of Borrowers, jointly and severally, to pay any amounts as and when the same become due and payable in accordance with the terms
of this Agreement or any other Loan Documents. Nothing contained in this Section 16 limits the liability of any Borrower
to pay the credit facilities made directly or indirectly to that Borrower and accrued interest, fees, and expenses with respect
thereto for which that Borrower is primarily liable.


 






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16.12    
Rights of Contribution and Indemnification. The parties to this Agreement acknowledge that the rights of contribution
and indemnification under this Section 16 constitute assets of each Borrower to which any such contribution and indemnification
is owing. The rights of any indemnifying Borrower against the other Borrowers under this Section 16 will be exercisable
upon the full and payment of the Obligations and the termination of the Commitments.


 


16.13    
Subrogation. No payment made by or for the account of a Borrower, including, without limitation, (a) a
payment made by that Borrower on behalf of an Obligation of another Borrower or (b) a payment made by any other Person under
any guaranty, will entitle that Borrower, by subrogation or otherwise, to any payment from that other Borrower or from or out of
property of that other Borrower and that Borrower shall not exercise any right or remedy against that other Borrower or any property
of that other Borrower by reason of any performance of that Borrower of its joint and several obligations under this Agreement,
until, in each case, the termination of the Commitments and payment in full of all Obligations (other than contingent indemnification
Obligations not then asserted).


 


		Section	17      
Appointment of Borrower Representative.



 


17.1        
Appointment. Each Borrower hereby irrevocably (until Payment in Full or a change pursuant to Section 17.4)
appoints and constitutes Borrower Representative as its agent to request and receive the proceeds of advances in respect of the
Loans (and to otherwise act on behalf of that Borrower pursuant to this Agreement and the other Loan Documents) from the Lenders
in the name or on behalf of that Borrower. Administrative Agent may disburse those proceeds to the bank account of Borrower Representative
(or any other Borrower) without notice to any other Borrower or any other Loan Party.


 


17.2        
Additional Appointments. Each Borrower hereby irrevocably (until Payment in Full or a change pursuant to Section 17.4)
appoints and constitutes the Borrower Representative as its agent to (a) receive statements of account and all other notices
from Administrative Agent with respect to the Obligations or otherwise under or in connection with this Agreement and the other
Loan Documents, (b) execute and deliver Compliance Certificates and all other notices, certificates and documents to be executed
and/or delivered by any Borrower under this Agreement or the other Loan Documents; and (c) otherwise act on behalf of that
Borrower pursuant to this Agreement and the other Loan Documents.


 


17.3        
Reliance. The authorizations contained in this Section 17 are coupled with an interest and are irrevocable
until Payment in Full or a change pursuant to Section 17.4, and Administrative Agent may rely on any notice, request,
information supplied by the Borrower Representative, every document executed by the Borrower Representative, every agreement made
by the Borrower Representative or other action taken by the Borrower Representative in respect of any Borrower or other Loan Party
as if the same were supplied, made or taken by that Borrower or Loan Party. Without limiting the generality of the foregoing, the
failure of one or more Borrowers or other Loan Parties to join in the execution of any writing in connection with this Agreement
will not relieve any Borrower or other Loan Party from obligations in respect of that writing.


 






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17.4        
Termination or Change of Borrower Representative. No purported termination of or change in the appointment
of Borrower Representative as agent will be effective without the prior written consent of Administrative Agent.


 


[Signature pages follow]


 






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The parties are signing
this Credit Agreement as of the date stated in the introductory clause.


 


	 	QUEST RESOURCE HOLDING 
	 	CORPORATION, as Holdings
	 	 	 
	 	By:	/s/ Laurie L. Latham
	 	Name:	Laurie L. Latham
	 	Title:	Senior Vice President, Chief Financial Officer, Secretary, and Treasurer
	 	 	 
	 	QUEST RESOURCE MANAGEMENT GROUP,
	 	 LLC, as a Borrower
	 	 	 
	 	By:	/s/ Laurie L. Latham
	 	Name:	Laurie L. Latham
	 	Title:	Chief Financial Officer, Secretary, and Treasurer
	 	 	 
	 	QUEST SUSTAINABILITY SERVICES, INC.,
	 	as a Borrower
	 	 	 
	 	By:	/s/ Laurie L. Latham
	 	Name:	Laurie L. Latham
	 	Title:	Chief Financial Officer, Secretary, and Treasurer
	 	 	 
	 	LANDFILL DIVERSION INNOVATIONS,
	 	 L.L.C., as a Borrower
	 	 
	 	By:	/s/ Laurie L. Latham
	 	Name:	Laurie L. Latham
	 	Title:	Chief Financial Officer, Secretary, and Treasurer
	 	 	 
	 	YOUCHANGE, INC.,
	 	as a Borrower
	 	 	 
	 	By:	/s/ Laurie L. Latham
	 	Name:	Laurie L. Latham
	 	Title:	Chief Financial Officer, Secretary, and Treasurer
	 	 	 
	 	QUEST VERTIGENT CORPORATION,
	 	as a Borrower
	 	 	 
	 	By:	/s/ Laurie L. Latham
	 	Name:	Laurie L. Latham
	 	Title:	Chief Financial Officer, Secretary, and Treasurer



 


Signature page to Credit Agreement






    


    


    

 


	 	QUEST VERTIGENT ONE, LLC,
	 	as a Borrower
	 	 	 
	 	By:	/s/ Laurie L. Latham
	 	Name:	Laurie L. Latham
	 	Title:	Chief Financial Officer, Secretary, and Treasurer
	 	 	 
	 	GLOBAL ALERTS, LLC,
	 	as a Borrower
	 	 
	 	By:	/s/ Laurie L. Latham
	 	Name:	Laurie L. Latham
	 	Title:	Chief Financial Officer, Secretary, and Treasurer



 


Signature page to Credit Agreement






    


    


    

 


	 	MONROE CAPITAL MANAGEMENT

                    ADVISORS, LLC, as Administrative Agent

	 	 
	 	By:	/s/ Alex Parmacek
	 	Name:	Alex Parmacek
	 	Title:	Vice President



 


Signature page to Credit Agreement






    


    


    

 


	 	MONROE CAPITAL CORPORATION,
	 	in its capacity as a Lender
	 	 	 	 	 
	 	 	 	By:	/s/ Alex Parmacek
	 	 	 	Name:	Alex Parmacek
	 	 	 	Title:	Vice President
	 	 	 	 	 
	 	MONROE CAPITAL INCOME PLUS CORPORATION,
	 	in its capacity as a Lender
	 	 	 	 	 
	 	 	 	By:	/s/ Alex Parmacek
	 	 	 	Name:	Alex Parmacek
	 	 	 	Title:	Vice President
	 	 	 	 	 
	 	MC INCOME PLUS FINANCING SPV LLC,
	 	in its capacity as a Lender
	 	 	 	 	 
	 	 	 	By:	/s/ Alex Parmacek
	 	 	 	Name:	Alex Parmacek
	 	 	 	Title:	Vice President
	 	 	 	 	 
	 	MONROE CAPITAL PRIVATE CREDIT FUND III

                    FINANCING SPV LLC,

	 	in its capacity as a Lender
	 	 	 	 	 
	 	 	By:	MONROE CAPITAL PRIVATE CREDIT

                    FUND III LP,

	 	 	 	as Designated Manager
	 	 	 	 	 
	 	 	By:	MONROE CAPITAL PRIVATE CREDIT

                    FUND III LLC,

	 	 	 	its general partner
	 	 	 	 	 
	 	 	 	By:	/s/ Alex Parmacek
	 	 	 	Name:	Alex Parmacek
	 	 	 	Title:	Vice President



 


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	 	MONROE CAPITAL PRIVATE CREDIT FUND III LP,
	 	in its capacity as a Lender
	 	 	 	 	 
	 	 	By:	MONROE CAPITAL PRIVATE CREDIT

                    FUND III LLC,

	 	 	 	its general partner
	 	 	 	 	 
	 	 	 	By:	/s/ Alex Parmacek
	 	 	 	Name:	Alex Parmacek
	 	 	 	Title:	Vice President
	 	 	 	 	 
	 	MONROE CAPITAL PRIVATE CREDIT FUND II

                    (UNLEVERAGED) LP,

	 	in its capacity as a Lender
	 	 	 	 	 
	 	 	By:	MONROE CAPITAL PRIVATE CREDIT

                    FUND III LLC,

	 	 	 	its general partner
	 	 	 	 	 
	 	 	 	By:	/s/ Alex Parmacek
	 	 	 	Name:	Alex Parmacek
	 	 	 	Title:	Vice President
	 	 	 	 	 
	 	MONROE PRIVATE CREDIT FUND A LP,
	 	in its capacity as a Lender
	 	 	 	 	 
	 	 	By:	MONROE PRIVATE CREDIT FUND A LLC,
	 	 	 	its general partner
	 	 	 	 	 
	 	 	 	By:	/s/ Alex Parmacek
	 	 	 	Name:	Alex Parmacek
	 	 	 	Title:	Vice President



 


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	 	MONROE PRIVATE CREDIT FUND A FINANCING

                    SPV LLC,

	 	in its capacity as a Lender
	 	 	 	 	 
	 	 	By:	MONROE PRIVATE CREDIT FUND A LP,
	 	 	 	as Designated Manager
	 	 	 	 	 
	 	 	By:	MONROE PRIVATE CREDIT FUND A LLC,
	 	 	 	its general partner
	 	 	 	 	 
	 	 	 	By:	/s/ Alex Parmacek  
	 	 	 	Name:	Alex Parmacek
	 	 	 	Title:	Vice President
	 	 	 	 	 
	 	MONROE CAPITAL PRIVATE CREDIT FUND I LP,
	 	in its capacity as a Lender
	 	 	 	 	 
	 	 	By:	MONROE CAPITAL PRIVATE CREDIT FUND I LLC,
	 	 	 	its general partner
	 	 	 	 	 
	 	 	 	By:	/s/ Alex Parmacek
	 	 	 	Name:	Alex Parmacek
	 	 	 	Title:	Vice President
	 	 	 	 	 
	 	MONROE CAPITAL PRIVATE CREDIT FUND VT LP,
	 	in its capacity as a Lender
	 	 	 	 	 
	 	 	By:	MONROE CAPITAL PRIVATE CREDIT

                    FUND VT LLC,

	 	 	 	its general partner
	 	 	 	 	 
	 	 	 	By:	/s/ Alex Parmacek
	 	 	 	Name:	Alex Parmacek
	 	 	 	Title:	Vice President
	 	 	 	 	 
	 	MC FINANCING SPV I, LLC,
	 	in its capacity as a Lender
	 	 	 	 	 
	 	 	 	By:	/s/ Alex Parmacek
	 	 	 	Name:	Alex Parmacek
	 	 	 	Title:	Vice President



 


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