EdgarFiling





Exhibit 10.1


 


	
     

     

     

    

     

    CREDIT AGREEMENT

     

    dated as of

     

    September 29, 2021

     

    among

     

    HUTTIG BUILDING PRODUCTS, INC.

    and

    HUTTIG, INC.,

    as Borrowers,

     

    The Lenders Party Hereto

     

    and

     

    JPMORGAN CHASE BANK, N.A.,

    as Administrative Agent

    ___________________________

     

    JPMORGAN CHASE BANK, N.A.,

    as Joint Bookrunner and Joint Lead Arranger

     

    BANK OF AMERICA, N.A.,

    as Joint Bookrunner and Joint Lead Arranger

     

    FIFTH THIRD BANK, NATIONAL ASSOCIATION,

    as Joint Bookrunner and Joint Lead Arranger

     



 


ASSET BASED LENDING


 


 


 



     


     


    




TABLE OF CONTENTS


 


	 	 	 	 	Page
	 	 	 
	ARTICLE I Definitions	 	1
	SECTION 1.01	 	Defined Terms	 	1
	SECTION 1.02	 	Classification of Loans and Borrowings	 	43
	SECTION 1.03	 	Terms Generally	 	43
	SECTION 1.04	 	Accounting Terms; GAAP	 	43
	SECTION 1.05	 	Interest Rates; LIBOR Notifications	 	44
	SECTION 1.06	 	Status of Obligations	 	45
	SECTION 1.07	 	Letters of Credit	 	45
	SECTION 1.08	 	Divisions	 	45
	ARTICLE II The Credits	 	45
	SECTION 2.01	 	Commitments	 	45
	SECTION 2.02	 	Loans and Borrowings.	 	46
	SECTION 2.03	 	Requests for Revolving Borrowings	 	46
	SECTION 2.04	 	Protective Advances.	 	47
	SECTION 2.05	 	Swingline Loans and Overadvances.	 	48
	SECTION 2.06	 	Letters of Credit.	 	49
	SECTION 2.07	 	Funding of Borrowings.	 	54
	SECTION 2.08	 	Interest Elections.	 	55
	SECTION 2.09	 	Termination and Reduction of Commitments; Increase in Revolving Commitments.	 	56
	SECTION 2.10	 	Repayment and Amortization of Loans; Evidence of Debt.	 	57
	SECTION 2.11	 	Prepayment of Loans.	 	58
	SECTION 2.12	 	Fees.	 	60
	SECTION 2.13	 	Interest.	 	61
	SECTION 2.14	 	Alternate Rate of Interest; Illegality	 	61
	SECTION 2.15	 	Increased Costs.	 	64
	SECTION 2.16	 	Break Funding Payments	 	65
	SECTION 2.17	 	Withholding of Taxes; Gross-Up.	 	65
	SECTION 2.18	 	Payments Generally; Allocation of Proceeds; Sharing of Setoffs.	 	69
	SECTION 2.19	 	Mitigation Obligations; Replacement of Lenders.	 	71
	SECTION 2.20	 	Defaulting Lenders	 	72
	SECTION 2.21	 	Returned Payments	 	74
	SECTION 2.22	 	Banking Services and Swap Agreements	 	74
	ARTICLE III Representations and Warranties.	 	75
	SECTION 3.01	 	Corporate Existence; Compliance with Law	 	75
	SECTION 3.02	 	Executive Offices, Collateral Locations, FEIN	 	75
	SECTION 3.03	 	Corporate Power, Authorization, Enforceable Obligations	 	75
	SECTION 3.04	 	Financial Statements and Projections.	 	76
	SECTION 3.05	 	Material Adverse Effect.	 	76
	SECTION 3.06	 	Ownership of Property; Liens.	 	76
	SECTION 3.07	 	Labor Matters	 	77
	SECTION 3.08	 	Ventures, Subsidiaries and Affiliates; Outstanding Stock and Indebtedness	 	77
	SECTION 3.09	 	Government Regulation	 	77
	SECTION 3.10	 	Margin Regulations	 	78
	SECTION 3.11	 	Taxes	 	78
	SECTION 3.12	 	ERISA	 	78



 



    	 	-i-	 



     


    

	SECTION 3.13	 	Litigation.	 	79
	SECTION 3.14	 	Brokers	 	79
	SECTION 3.15	 	Intellectual Property	 	79
	SECTION 3.16	 	Full Disclosure	 	80
	SECTION 3.17	 	Environmental Matters	 	80
	SECTION 3.18	 	Insurance	 	81
	SECTION 3.19	 	Deposit Accounts	 	81
	SECTION 3.20	 	Government Contracts	 	81
	SECTION 3.21	 	Customer and Trade Relations	 	81
	SECTION 3.22	 	Bonding; Licenses	 	81
	SECTION 3.23	 	Solvency	 	81
	SECTION 3.24	 	Anti-Corruption Laws and Sanctions	 	81
	SECTION 3.25	 	Affected Financial Institutions	 	82
	ARTICLE IV Conditions.	 	82
	SECTION 4.01	 	Effective Date	 	82
	SECTION 4.02	 	Each Credit Event	 	85
	ARTICLE V Affirmative Covenants.	 	86
	SECTION 5.01	 	Financial Statements; Borrowing Base and Other Information	 	86
	SECTION 5.02	 	Notices of Material Events	 	90
	SECTION 5.03	 	Maintenance of Existence and Conduct of Business; Maintenance of Properties	 	91
	SECTION 5.04	 	Payment of Charges	 	92
	SECTION 5.05	 	[Intentionally Reserved]	 	92
	SECTION 5.06	 	Books and Records; Inspection Rights	 	92
	SECTION 5.07	 	Compliance with Laws	 	93
	SECTION 5.08	 	Use of Proceeds	 	93
	SECTION 5.09	 	Accuracy of Information	 	93
	SECTION 5.10	 	Insurance	 	93
	SECTION 5.11	 	Casualty and Condemnation	 	93
	SECTION 5.12	 	Appraisals	 	94
	SECTION 5.13	 	Depository Banks	 	94
	SECTION 5.14	 	Additional Collateral; Further Assurances.	 	94
	SECTION 5.15	 	MIRE Events; Flood Insurance.	 	95
	SECTION 5.16	 	Post-Closing Covenants.	 	96
	ARTICLE VI Negative Covenants.	 	96
	SECTION 6.01	 	Mergers, Subsidiaries, Etc.	 	96
	SECTION 6.02	 	Investments; Loans and Advances	 	99
	SECTION 6.03	 	Indebtedness	 	99
	SECTION 6.04	 	Employee Loans and Affiliate Transactions	 	100
	SECTION 6.05	 	Capital Structure and Business	 	101
	SECTION 6.06	 	Guaranteed Indebtedness	 	101
	SECTION 6.07	 	Liens	 	101
	SECTION 6.08	 	Sale of Stock and Assets	 	101
	SECTION 6.09	 	ERISA	 	102
	SECTION 6.10	 	Fixed Charge Coverage Ratio	 	102
	SECTION 6.11	 	Hazardous Materials	 	102
	SECTION 6.12	 	Sale-Leasebacks	 	102
	SECTION 6.13	 	Restricted Payments	 	102
	SECTION 6.14	 	Change of Corporate Name or Location; Change of Fiscal Year	 	102



 



    	 	-ii-	 



     


    

	SECTION 6.15	 	No Impairment of Intercompany Transfers	 	103
	ARTICLE VII Events of Default.	 	103
	ARTICLE VIII The Administrative Agent.	 	106
	SECTION 8.01	 	Authorization and Action	 	106
	SECTION 8.02	 	Administrative Agent's Reliance, Limitation of Liability, Etc.	 	108
	SECTION 8.03	 	Posting of Communications.	 	109
	SECTION 8.04	 	The Administrative Agent Individually	 	110
	SECTION 8.05	 	Successor Administrative Agent.	 	110
	SECTION 8.06	 	Acknowledgements of Lenders and Issuing Bank.	 	111
	SECTION 8.07	 	Collateral Matters.	 	113
	SECTION 8.08	 	Credit Bidding	 	114
	SECTION 8.09	 	Certain ERISA Matters.	 	115
	SECTION 8.10	 	Flood Laws	 	116
	ARTICLE IX Miscellaneous.	 	116
	SECTION 9.01	 	Notices.	 	116
	SECTION 9.02	 	Waivers; Amendments.	 	118
	SECTION 9.03	 	Expenses; Limitation of Liability; Indemnity; Etc.	 	120
	SECTION 9.04	 	Successors and Assigns.	 	122
	SECTION 9.05	 	Survival	 	126
	SECTION 9.06	 	Counterparts; Integration; Effectiveness; Electronic Execution.	 	126
	SECTION 9.07	 	Severability	 	127
	SECTION 9.08	 	Right of Setoff	 	127
	SECTION 9.09	 	Governing Law; Jurisdiction; Consent to Service of Process.	 	128
	SECTION 9.10	 	WAIVER OF JURY TRIAL	 	129
	SECTION 9.11	 	Headings	 	129
	SECTION 9.12	 	Confidentiality	 	129
	SECTION 9.13	 	Several Obligations; Nonreliance; Violation of Law	 	130
	SECTION 9.14	 	USA PATRIOT Act	 	130
	SECTION 9.15	 	Disclosure	 	130
	SECTION 9.16	 	Appointment for Perfection	 	130
	SECTION 9.17	 	Interest Rate Limitation	 	131
	SECTION 9.18	 	Marketing Consent	 	131
	SECTION 9.19	 	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	 	131
	SECTION 9.20	 	No Fiduciary Duty, Etc	 	131
	SECTION 9.21	 	Acknowledgement Regarding Any Supported QFCs	 	132
	SECTION 9.22	 	Joint and Several	 	133
	ARTICLE X Loan Guaranty	 	134
	SECTION 10.01	 	Guaranty	 	134
	SECTION 10.02	 	Guaranty of Payment	 	134
	SECTION 10.03	 	No Discharge or Diminishment of Loan Guaranty.	 	134
	SECTION 10.04	 	Defenses Waived	 	135
	SECTION 10.05	 	Rights of Subrogation	 	135
	SECTION 10.06	 	Reinstatement; Stay of Acceleration	 	135
	SECTION 10.07	 	Information	 	135
	SECTION 10.08	 	Termination	 	136
	SECTION 10.09	 	Taxes	 	136
	SECTION 10.10	 	Maximum Liability	 	136
	SECTION 10.11	 	Contribution.	 	136
	SECTION 10.12	 	Liability Cumulative	 	137



 



    	 	-iii-	 



     


    




	SECTION 10.13	 	Keepwell	 	137
	ARTICLE XI The Borrower Representative.	 	137
	SECTION 11.01	 	Appointment; Nature of Relationship	 	137
	SECTION 11.02	 	Powers	 	138
	SECTION 11.03	 	Employment of Agents	 	138
	SECTION 11.04	 	Notices	 	138
	SECTION 11.05	 	Successor Borrower Representative	 	138
	SECTION 11.06	 	Execution of Loan Documents; Borrowing Base Certificate	 	138
	SECTION 11.07	 	Reporting	 	138


 


 






    	 	-iv-	 



     


    

SCHEDULES:


 


	Commitment Schedule
	Schedule 1.1(a)	--	Eligible Real Estate
	Schedule 3.01 	--	Corporate Existence
	Schedule 3.02 	--	Executive Offices; Collateral Locations; FEIN
	Schedule 3.04	--	Projections
	Schedule 3.06 	--	Real Estate
	Schedule 3.07 	-- 	Labor Matters
	Schedule 3.08 	-- 	Ventures; Subsidiaries and Affiliates; Outstanding Stock and Indebtedness
	Schedule 3.11 	-- 	Taxes
	Schedule 3.13 	-- 	Litigation
	Schedule 3.14 	-- 	Brokers
	Schedule 3.15 	-- 	Intellectual Property
	Schedule 3.17 	-- 	Environmental Matters
	Schedule 3.19 	-- 	Deposit Accounts
	Schedule 3.20 	-- 	Government Contracts
	Schedule 3.22 	-- 	Bonding; Licenses
	Schedule 5.03 	-- 	Conduct of Business
	Schedule 6.02 	-- 	Investments
	Schedule 6.04(a) 	-- 	Affiliate Transactions
	Schedule 6.07 	-- 	Liens
	Schedule 6.08 	-- 	Sale of Stock and Assets



 


 



EXHIBITS:


 


	Exhibit A	--	Form of Assignment and Assumption
	Exhibit B	-- 	Form of Borrowing Base Certificate
	Exhibit C 	-- 	Form of Compliance Certificate
	Exhibit D 	-- 	Joinder Agreement
	Exhibit E-1 	-- 	U.S. Tax Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes)
	Exhibit E-2 	-- 	U.S. Tax Certificate (For Foreign Participants that are not Partnerships for U.S. Federal Income Tax Purposes)
	Exhibit E-3 	-- 	U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes)
	Exhibit E-4 	-- 	U.S. Tax Certificate (For Foreign that are Partnerships for U.S. Federal Income Tax Purposes)



 



    	 	-v-	 



     


    




CREDIT AGREEMENT dated as
of September 29, 2021 (as it may be amended or modified from time to time, this "Agreement") among HUTTIG BUILDING PRODUCTS,
INC., a Delaware corporation ("Parent") and HUTTIG, INC., a Delaware corporation ("Company"; together
with Parent, collectively the "Borrowers" and each individually a "Borrower"), the other Loan Parties
party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.


 


The parties hereto agree as
follows:


 


ARTICLE I


 


Definitions


 


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


 


"ABR", when
used in reference to (a) a rate of interest, refers to the Alternate Base Rate, and (b) any Loan or Borrowing, refers to whether
such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Alternate Base Rate.


 


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


 


"Account Debtor"
means any Person obligated on an Account.


 


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


 


"Administrative Agent"
means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder.


 


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


 


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


 


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


 


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


 


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


 


"Aggregate Revolving
Commitment" means, at any time, the aggregate of the Revolving Commitments of all of the Lenders, as increased or reduced from
time to time pursuant to the terms and conditions hereof. As of the Effective Date, the Aggregate Revolving Commitment is $250,000,000.


 


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



    	 	-1-	 



     


    




"ALTA" means
the American Land Title Association.


 


"Alternate Base Rate"
means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on
such day plus 1⁄2 of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business
Day, the immediately preceding Business Day) plus 1%, provided that, for the purpose of this definition, the Adjusted LIBO Rate
for any day shall be based on the LIBO Screen Rate (or if the LIBO Screen Rate is not available for such one month Interest Period, the
Interpolated Rate) at approximately 11:00 a.m. London time on such day. Any change in the Alternate Base Rate due to a change in the Prime
Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate,
the NYFRB Rate or the Adjusted LIBO Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant
to Section 2.14 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.14(c)),
then the Alternate Base Rate shall be the greater of clause (a) and (b) above and shall be determined without reference to clause (c)
above. For the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 0.00%, such rate
shall be deemed to be 0.00% for purposes of this Agreement.


 


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


 


"Anti-Corruption Laws"
means all laws, rules, and regulations of any jurisdiction applicable to any Borrower or any of its Subsidiaries from time to time concerning
or relating to bribery or corruption.


 


"Applicable Commitment
Fee Rate" means, for any day during any Fiscal Quarter, with respect to the commitment fees payable hereunder, the applicable
rate per annum set forth below based upon average daily usage of the Aggregate Revolver Commitments for the period commencing on the first
day of the most recently ended Fiscal Quarter of Parent and ending on the last day of the most recently ended Fiscal Quarter of Parent:


 


	Average Daily Usage during the preceding Fiscal Quarter	Commitment Fee Rate
	Category 1

Less than or equal to 50% 	0.25%
	Category 2

Greater than 50% 	0.20%


 


Any change in the Applicable Commitment Fee Rate shall be effective during the period commencing on and including the first day of each
Fiscal Quarter of Parent and ending on the last day of such Fiscal Quarter. The parties stipulate and agree that the Applicable Commitment
Fee Rate for the period commencing on the Effective Date and ending on September 30, 2021 shall be 0.25%.


 


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


 


"Applicable Percentage"
means, with respect to any Lender, (a) with respect to Revolving Loans, LC Exposure, Overadvances or Swingline Loans, a percentage
equal to a fraction the numerator of which is such Lender's Revolving Commitment and the denominator of which is the Aggregate Revolving
Commitment (provided that, if the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined
based upon such Lender's share of the Aggregate Revolving Exposure at that time), and (b) with respect to Protective Advances or
with respect to the Aggregate Credit Exposure, a percentage based upon its share of the Aggregate Credit Exposure and the unused Commitments;
provided that, in accordance with Section 2.20, so long as any Lender shall be a Defaulting Lender, such Defaulting Lender's
Commitment shall be disregarded in the calculations under clauses (a) and (c) above.



    	 	-2-	 



     


    




"Applicable Rate"
means, for any day, with respect to any Loan, as the case may be, the applicable rate per annum set forth below under the caption "Revolver
ABR Spread" "Revolver Eurodollar Spread", as the case may be, based upon the Average Quarterly Availability during the
most recently ended Fiscal Quarter of Parent; provided that the "Applicable Rate" under the caption "Revolver ABR
Spread", "Revolver Eurodollar Spread" shall be the applicable rates per annum set forth below in Category 1 during the
period from the Effective Date to, and including, the last day of the Fiscal Quarter of Parent ending on or about March 31, 2022:


 


	Average Quarterly Availability	Revolver ABR Spread	Revolver Eurodollar Spread
	
    Category 1

    >
    $40,000,000

     
	-1.40%	1.25%
	
    Category 2

    < $40,000,000 but > $20,000,000

     
	-1.15%	1.50%
	
    Category 3

    < $20,000,000

     
	-0.90%	1.75%


 


For purposes of the foregoing, each
change in the Applicable Rate resulting from a change in Average Quarterly Availability shall be effective during the period commencing
on and including the first day of each Fiscal Quarter of Parent and ending on the last day of such Fiscal Quarter, it being understood
and agreed that, for purposes of determining the Applicable Rate on the first day of any Fiscal Quarter of Parent, the Average Quarterly
Availability during the most recently ended Fiscal Quarter of Parent shall be used. Notwithstanding the foregoing, the Average Quarterly
Availability shall be deemed to be in Category 3 at the option of the Administrative Agent or at the request of the Required Lenders
if the Borrowers fail to deliver any Borrowing Base Certificate or related information required to be delivered by them pursuant to Section 5.01,
during the period from the expiration of the time for delivery thereof until each such Borrowing Base Certificate and related information
is so delivered.


 


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


 


"Applicable Trigger
Amount" means, as of any date of determination, an amount equal to the greater of (a) 10.0% of the Borrowing Base (but not to
exceed 10.0% of the Aggregate Revolving Commitment) and (b) $15,000,000.


 


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


 


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



    	 	-3-	 



     


    




"Arranger"
means, individually or collectively as required by the context, (a) JPMorgan Chase Bank, N.A. in its capacity as joint bookrunner and
joint lead arranger hereunder, (b) Fifth Third Bank, National Association in its capacity as joint bookrunner and joint lead arranger
hereunder and (c) Bank of America, N.A. in its capacity as joint bookrunner and joint lead arranger hereunder.


 


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


 


"Availability"
means, at any time, an amount equal to (a) the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing
Base minus (b) the Aggregate Revolving Exposure (calculated, with respect to any Defaulting Lender, as if such Defaulting
Lender had funded its Applicable Percentage of all outstanding Borrowings).


 


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


 


"Available Revolving
Commitment" means, at any time, the Aggregate Revolving Commitment minus the Aggregate Revolving Exposure (calculated,
with respect to any Defaulting Lender, as if such Defaulting Lender had funded its Applicable Percentage of all outstanding Borrowings).


 


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


 


"Average Quarterly
Availability" means, for any Fiscal Quarter of Parent, an amount equal to the average daily Availability during such Fiscal Quarter,
as determined by the Administrative Agent's system of records; provided, that in order to determine Availability on any day for
purposes of this definition, each Borrower's Borrowing Base for such day shall be determined by reference to the most recent Borrowing
Base Certificate delivered to the Administrative Agent pursuant to Section 5.01 as of such day.


 


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


 


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


 


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






    	 	-4-	 



     


    

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


 


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


 


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


 


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


 


"Benchmark"
means, initially, LIBO Rate; provided that if a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election
or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to LIBO Rate
or the then-current Benchmark, then "Benchmark" means the applicable Benchmark Replacement to the extent that such Benchmark
Replacement has replaced such prior benchmark rate pursuant to clause (c) or clause (d) of Section 2.14.


 


"Benchmark Replacement"
means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent
for the applicable Benchmark Replacement Date; provided that, in the case of an Other Benchmark Rate Election, "Benchmark
Replacement" shall mean the alternative set forth in (3) below:


 


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


 


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


 


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



    	 	-5-	 



     


    




provided that, in the case of clause (1),
such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time
as selected by the Administrative Agent in its reasonable discretion; provided further that, in the case of clause (3), when such
clause is used to determine the Benchmark Replacement in connection with the occurrence of an Other Benchmark Rate Election, the alternate
benchmark rate selected by the Administrative Agent and the Borrower shall be the term benchmark rate that is used in lieu of a LIBOR-based
rate in the relevant other Dollar-denominated syndicated credit facilities; provided further that, notwithstanding anything to
the contrary in this Agreement or in any other Loan Document, upon the occurrence of a Term SOFR Transition Event, and the delivery of
a Term SOFR Notice, on the applicable Benchmark Replacement Date the "Benchmark Replacement" shall revert to and shall
be deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, as set forth in clause (1) of this definition
(subject to the first proviso above).


 


If the Benchmark Replacement
as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be deemed to be the
Floor for the purposes of this Agreement and the other Loan Documents.


 


"Benchmark Replacement
Adjustment" means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for
any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:


 


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


 


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


 


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


 


(2)       for
purposes of clause (3) of the definition of "Benchmark Replacement," the spread adjustment, or method for calculating or determining
such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the
Borrower Representative for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread
adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable
Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving or
then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment,
for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities;


 


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


 


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


 



    	 	-6-	 



     


    
"Benchmark Replacement
Date" means the earliest to occur of the following events with respect to the then-current Benchmark:






 


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


 


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


 


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


 


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


 


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


 


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


 


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






    	 	-7-	 



     


    

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


 


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


 


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


 


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


 


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


 


"Beneficial Ownership
Regulation" means 31 C.F.R. § 1010.230.


 


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


 


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


 


"Borrower"
or "Borrowers" means, individually or collectively, the Parent and the Company.


 


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


 


"Borrowing"
means (a) Revolving Borrowing, (b) a Swingline Loan, (d) a Protective Advance and (e) an Overadvance.



    	 	-8-	 



     


    




"Borrowing Base"
means, at any time, the sum of (a) 90% of the Borrowers' Eligible Accounts at such time, plus (b) with respect to the
Borrower's Eligible Inventory other than Huttig-Grip Inventory, the lesser of (i) 75% of such Eligible Inventory, at such time,
valued at the lower of cost or market value, determined on a first-in-first-out basis, and (ii) the product of 90% multiplied
by the Net Orderly Liquidation Value percentage identified in the most recent inventory appraisal obtained by the Administrative Agent
multiplied by such Eligible Inventory, valued at the lower of cost or market value, determined on a first-in-first-out basis, plus
(c) with respect to Borrower's Eligible Inventory consisting of Huttig-Grip Inventory, the product of 90% multiplied by the
Net Orderly Liquidation Value percentage identified in the most recent inventory appraisal obtained by the Administrative Agent multiplied
by such Eligible Inventory, valued at the lower of cost or market value, determined on a first-in-first-out basis, plus
(d) the PP&E Component, minus (e) Reserves. The Administrative Agent may, in its Permitted Discretion, adjust Reserves
or reduce one or more of the other elements used in computing the Borrowing Base.


 


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


 


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


 


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


 


"Capital Expenditures"
means, with respect to any Person, all expenditures (by the expenditure of cash or the incurrence of Indebtedness) by such Person during
any measuring period for any fixed assets or improvements or for replacements, substitutions or additions thereto, that have a useful
life of more than one year and that are required to be capitalized under GAAP.


 


"Capital Lease"
means, with respect to any Person, any lease of any property (whether real, personal or mixed) by such Person as lessee that, in accordance
with GAAP, would be required to be classified and accounted for as a capital lease on a balance sheet of such Person.


 


"Capital Lease Obligation"
means, with respect to any Capital Lease of any Person, the amount of the obligation of the lessee thereunder that, in accordance with
GAAP, would appear on a balance sheet of such lessee in respect of such Capital Lease.


 


"Cash Dominion Period"
means the period (a) commencing on (i) at the election of the Administrative Agent or Required Lenders, the occurrence of any Event of
Default or (ii) the day on which Availability, as calculated by the Administrative Agent, is less than the Applicable Trigger Amount and
(b) ending on the Business Day on which Availability, as calculated by the Administrative Agent, is greater than the Applicable Trigger
Amount for a period of ninety (90) consecutive days so long as no Event of Default then exists; provided, that (A) a Cash
Dominion Period may not be deemed to have ended under this definition on more than three (3) occasions in any period of 365 consecutive
days and (B) the expiration of any Cash Dominion Period in accordance with this definition shall not impair the commencement of any
subsequent Cash Dominion Period.


 


"Change in Control"
means the occurrence of any of the following events: (a) any "person" or "group" (as such terms are used in Section
1(d) and 14(d) of the Securities Exchange Act of 1934), as amended (the "Exchange Act")), shall become, or obtain rights
(whether by means of warrants, options or otherwise) to become the "beneficial owner", directly or indirectly of 30% or more
of the outstanding Stock of Parent (on a fully diluted basis and taking into account any securities or contract rights exercisable, exchangeable
or convertible into voting Stock) or have or obtained the power to elect 30% or more of the board of directors of Parent; (b) the board
of directors of Parent shall cease to consist of a majority of the Continuing Directors; or (c) except as permitted in this Agreement,
each Borrower shall cease to, directly or indirectly, own and control 100% of each class of outstanding Stock of its wholly-owned Subsidiaries.
As used in this definition, "beneficial owner" has the meaning provided in the rules to the Exchange Act. As used in this definition,
"Continuing Directors" means a member of the board of directors of Parent who either (i) was a member of Parent’s
board of directors on the day before the Effective Date and has been such continuously thereafter or (ii) became a member of such board
of directors after the day before the Effective Date and whose election or nomination for election was approved by a vote of the majority
of the Continuing Directors then members of Parent's board of directors.



    	 	-9-	 



     


    




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


 


"Charges"
means all federal, state, county, city, municipal, local, foreign or other governmental taxes (including taxes owed to the PBGC at the
time due and payable), levies, assessments, charges, liens, claims or encumbrances upon or relating to (a) the Collateral, (b) the Obligations,
(c) the employees, payroll, income or gross receipts of any Loan Party, (d) any Loan Party's ownership or use of any properties or
other assets, or (e) any other aspect of any Loan Party's business.


 


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


 


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


 


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


 


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


 


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






    	 	-10-	 



     


    

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


 


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


 


"Commitment Schedule"
means the Schedule attached hereto identified as such.


 


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


 


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


 


"Company"
has the meaning assigned to such term in the Preamble to this Agreement.


 


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


 


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


 


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


 


"Controlled Disbursement
Account" means, collectively, any controlled disbursement account of the Borrowers maintained with the Administrative Agent as
a zero balance, cash management account pursuant to and under any agreement between a Borrower and the Administrative Agent, as modified
and amended from time to time, and through which all disbursements of a Borrower, any other Loan Party and any designated Subsidiary of
a Borrower are made and settled on a daily basis with no uninvested balance remaining overnight.


 


"Copyright License"
means any and all rights now owned or hereafter acquired by any Loan Party under any written agreement granting any right to use any Copyright
or Copyright registration.


 


"Copyrights"
means all of the following now owned or hereafter adopted or acquired by any Loan Party: (a) all copyrights and general intangibles of
like nature (whether registered or unregistered), all registrations and recordings thereof, and all applications in connection therewith,
including all registrations, recordings and applications in the United States Copyright Office or in any similar office or agency of the
United States, any state or territory thereof, or any other country or any political subdivision thereof, and (b) all reissues, extensions
or renewals thereof.


 


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






    	 	-11-	 



     


    

"Covenant Testing
Period" means the period commencing on the day on which Availability, as calculated by the Administrative Agent, is less than
Applicable Trigger Amount and ending on the Business Day when Availability, as calculated by the Administrative Agent, has exceeded the
Applicable Trigger Amount for ninety (90) consecutive days; provided, that (A) a Covenant Testing Period may not be deemed
to have ended under this definition on more than one (1) occasion in any period of 365 consecutive days and (B) the expiration
of any Covenant Testing Period in accordance with this definition shall not impair the commencement of any subsequent Covenant Testing
Period.


 


"Covered Entity"
means any of the following:


 


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


 


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


 


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


 


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


 


"Credit Exposure"
means, as to any Lender at any time, such Lender's Revolving Exposure at such time.


 


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


 


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


 


"DDA Access Product"
means the bank service provided to any Loan Party by JPMCB in its sole discretion consisting of direct access to schedule payments from
the Funding Account by electronic, internet or other access mechanisms that may be agreed upon from time to time by JPMCB and the funding
of such payments under the Loan Borrowing Option in the DDA Access Product Agreement.


 


"DDA Access Product
Agreement" means JPMCB's Treasury Services End of Day Investment & Loan Sweep Service Terms, as in effect on the date of
this Agreement, as the same may be amended from time to time.


 


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


 


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


 


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



    	 	-12-	 



     


    




"Deficiency Funding
Date" has the meaning assigned to such term in Section 2.05(a).


 


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


 


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


 


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


 


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


 


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


 


"dollars"
or "$" refers to lawful money of the U.S.


 


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


 


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


 


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






    	 	-13-	 



     


    

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


 


"EBITDA"
means, with respect to any Person for any fiscal period, without duplication, an amount equal to (a) consolidated net income of such Person
for such period, determined in accordance with GAAP, minus (b) the sum of (i) income tax credits, (ii) interest income, (iii) gain
from extraordinary items for such period, (iv) any aggregate net gain (but not any aggregate net loss) during such period arising from
the sale, exchange or other disposition of capital assets by such Person (including any fixed assets, whether tangible or intangible,
all inventory sold in conjunction with the disposition of fixed assets and all securities), and (v) any other non-cash gains that have
been added in determining consolidated net income, in each case to the extent included in the calculation of consolidated net income of
such Person for such period in accordance with GAAP, but without duplication, plus (c) any unusual or non-recurring non-cash losses
(excluding those related to current assets) or fixed asset write-offs or intangible asset write-offs that were not paid in cash during
such period and will not be paid in cash thereafter, plus (d) the sum of (i) any provision for income taxes, (ii) Interest Expense,
(iii) loss from extraordinary items for such period, (iv) depreciation and amortization for such period, (v) amortized debt discount
for such period, (vi) the amount of any deduction to consolidated net income as the result of any grant of any Stock or any Stock option
pursuant to an equity incentive plan, and (vii) such other items reasonably acceptable to Administrative Agent as may be added back to
the calculation of "adjusted EBITDA" in the publicly-filed earnings release of Parent from time to time, in each case to the
extent included in the calculation of consolidated net income of such Person for such period in accordance with GAAP, but without duplication.


 


For purposes of this definition,
the following items shall be excluded in determining consolidated net income of a Person: (1) the income (or deficit) of any other Person
accrued prior to the date it became a Subsidiary of, or was merged or consolidated into, such Person or any of such Person's Subsidiaries;
(2) the income (or deficit) of any other Person (other than a Subsidiary) in which such Person has an ownership interest, except to the
extent any such income has actually been received by such Person in the form of cash dividends or distributions; (3) the undistributed
earnings of any Subsidiary of such Person to the extent that the declaration or payment of dividends or similar distributions by such
Subsidiary is not at the time permitted by the terms of any contractual obligation or requirement of law applicable to such Subsidiary;
(4) any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of income
accrued during such period; (5) any write-up of any asset; (6) any net gain from the collection of the proceeds of life insurance policies;
(7) any net gain arising from the acquisition of any securities, or the extinguishment, under GAAP, of any Indebtedness, of such Person;
(8) in the case of a successor to such Person by consolidation or merger or as a transferee of its assets, any earnings of such successor
prior to such consolidation, merger or transfer of assets; and (9) any deferred credit representing the excess of equity in any Subsidiary
of such Person at the date of acquisition of such Subsidiary over the cost to such Person of the investment in such Subsidiary.


 


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


 


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






    	 	-14-	 



     


    

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


 


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


 


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


 


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


 


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


 


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


 


(a)               
which is not subject to a first priority perfected security interest in favor of the Administrative Agent, other than Liens described
in clause (a) of the definition of Permitted Encumbrances;


 


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


 


(c)               
(i) if it is not paid within the earlier of: sixty (60) days following its due date or one hundred twenty (120) days following
its original invoice date; provided, that the aggregate Dollar amount of all Eligible Accounts consisting of Accounts not paid
after ninety (90) days following the original invoice date shall not exceed $10,000,000, or (ii) which has been written off the books
of such Borrower or otherwise designated as uncollectible;


 


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


 


(e)               
which is owing by an Account Debtor to the extent the aggregate amount of Accounts owing from such Account Debtor and its Affiliates
to all Borrowers exceeds 15% (increased to 20% with respect to Lumberman’s Merchandising Corporation, LBM Advantage Inc. and Builders
Firstsource, Inc.) of the aggregate amount of Eligible Accounts of all Borrowers;


 


(f)                
with respect to which any covenant, representation or warranty contained in this Agreement or in the Security Agreement has been
breached or is not true in any material respect (unless such covenant, representation or warranty is already qualified by Material Adverse
Effect or other applicable materiality criteria, in which case it has been breached or is not true in any respect);






    	 	-15-	 



     


    

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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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






    	 	-16-	 



     


    

(r)                
which is subject to any counterclaim, deduction, defense, setoff or dispute (other than customer rebates, which shall be included
in the calculation of dilution Reserves as determined by Administrative Agent in its Permitted Discretion (it being understood that the
dilution threshold shall be capped at five percent (5.0%)), but only to the extent of any such counterclaim, deduction, defense, setoff
or dispute;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


"Eligible Equipment"
means the Equipment owned by a Borrower and meeting each of the following requirements:


 


(a)               
such Borrower has good title to such Equipment;


 


(b)               
such Borrower has the right to subject such Equipment to a Lien in favor of the Administrative Agent; such Equipment is subject
to a first priority perfected Lien in favor of the Administrative Agent and is free and clear of all other Liens of any nature whatsoever
(except for Liens described in clauses (a) or (d) of the definition of Permitted Encumbrances and other Permitted Encumbrances which do
not have priority over the Lien in favor of the Administrative Agent);






    	 	-17-	 



     


    

(c)               
the full purchase price for such Equipment has been paid by such Borrower;


 


(d)               
such Equipment is located on premises (i) owned by such Borrower, which premises are subject to a first priority perfected
Lien in favor of the Administrative Agent, or (ii) leased by such Borrower where (x) the lessor has delivered to the Administrative
Agent a Collateral Access Agreement or (y) a Reserve for rent, charges, and other amounts due or to become due with respect to such
facility has been established by the Administrative Agent in its Permitted Discretion;


 


(e)               
such Equipment is in good working order and condition (ordinary wear and tear excepted) and is used or held for use by such Borrower
in the ordinary course of business of such Borrower;


 


(f)                
such Equipment (i) is not subject to any agreement which restricts the ability of such Borrower to use, sell, transport or
dispose of such Equipment or which restricts the Administrative Agent's ability to take possession of, sell or otherwise dispose of such
Equipment and (ii) has not been purchased from a Sanctioned Person; and


 


(g)               
such Equipment does not constitute "Fixtures" under the applicable laws of the jurisdiction in which such Equipment is
located.


 


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


 


(a)               
which is not subject to a first priority perfected Lien in favor of the Administrative Agent, other than Liens described in clause
(a) of the definition of Permitted Encumbrances;


 


(b)               
which is subject to any Lien other than (i) a Lien in favor of the Administrative Agent, (ii) Liens described in clauses
(a) or (e) of the definition of Permitted Encumbrances and (iii) any other Permitted Encumbrance which does not have priority over
the Lien in favor of the Administrative Agent;


 


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


 


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


 


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


 


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






    	 	-18-	 



     


    

(g)               
which is not located in the U.S. or is in-transit with a common carrier from vendors and suppliers, provided that, up to
$7,500,000 of Inventory in transit from vendors and suppliers may be included as Eligible Inventory despite the foregoing provision of
this clause (g) so long as:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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






    	 	-19-	 



     


    

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


 


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


 


(m)             
which is perishable;


 


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


 


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


 


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


 


(q)               
which has been acquired from a Sanctioned Person; or


 


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


 


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


 


"Eligible Real Property"
means the real property listed on Schedule_1.1(a) owned by a Borrower and:


 


(a) that is acceptable
in the sole discretion of the Administrative Agent for inclusion in the Borrowing Base,


 


(b) in respect of which
an appraisal report has been delivered to the Administrative Agent and Lenders in form, scope and substance reasonably satisfactory to
the Administrative Agent and each Lender,


 


(c) in respect of which
the Administrative Agent is satisfied that all actions necessary or desirable in order to create perfected first priority Lien on such
real property (subject to Liens described in clauses (a), (d) or (h) of the definition of Permitted Encumbrances) have been taken, including
the filing and recording of Mortgages,


 


(d) in respect of which
an environmental assessment report has been completed and delivered to the Administrative Agent and Lenders in form and substance satisfactory
to the Administrative Agent and each Lender and which does not indicate any pending, threatened or existing Environmental Liability or
noncompliance with any Environmental Law which has not been approved by the Administrative Agent and each Lender,


 


(e) which is adequately
protected by fully-paid valid title insurance with endorsements and in amounts acceptable to the Administrative Agent, insuring that the
Administrative Agent, for the benefit of the Lenders and the other Secured Parties, shall have a perfected first priority Lien on such
real property (subject to Liens described in clauses (a), (d) or (h) of the definition of Permitted Encumbrances), evidence of which shall
have been provided in form and substance reasonably satisfactory to the Administrative Agent,






    	 	-20-	 



     


    

(f) if required by the
Administrative Agent: (i) an ALTA survey has been delivered for which all necessary fees have been paid and which is dated no more
than 30 days prior to the date on which the applicable Mortgage is recorded, certified to the Administrative Agent and the issuer of the
title insurance policy in a manner satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the state
in which such real property is located and acceptable to the Administrative Agent, and shows all buildings and other improvements, any
offsite improvements, the location of any easements, parking spaces, rights of way, building setback lines and other dimensional regulations
and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and
other defects acceptable to the Administrative Agent; (ii) in respect of which local counsel for such Borrower or other Loan Party
in states in which such real property is located have delivered a letter of opinion with respect to the enforceability and perfection
of the Mortgages and any related fixture filings in form and substance satisfactory to the Administrative Agent; and (iii) in respect
of which such Borrower shall have used its reasonable best efforts to obtain estoppel certificates executed by all tenants of such real
property and such other consents, agreements and confirmations of lessors and third parties have been delivered as the Administrative
Agent may deem necessary or desirable, together with evidence that all other actions that the Administrative Agent may deem necessary
or desirable in order to create perfected first priority Liens on the real property described in the Mortgages have been taken,


 


(g) the Administrative Agent
shall have received evidence of satisfactory casualty insurance with respect to such real property naming the Administrative Agent as
lender loss payee and otherwise covering such risks as the Administrative Agent may reasonably request, and


 


(h) if any such parcel of
real property is determined by the Administrative Agent or any Lender to be in a "Special Flood Hazard Area" as designated on
maps prepared by the Federal Emergency Management Agency, a flood notification form signed by the Borrower Representative and evidence
that flood insurance is in place for the building and contents, all in form, substance and amount satisfactory to the Administrative Agent
and each Lender.


 


"Environmental Laws"
means all applicable federal, state, local and foreign laws, statutes, ordinances, codes, rules, standards and regulations, now or hereafter
in effect, and any applicable judicial or administrative interpretation thereof, including any applicable judicial or administrative order,
consent decree, order or judgment, imposing liability or standards of conduct for or relating to the regulation and protection of human
health, safety, the environment and natural resources (including ambient air, surface water, groundwater, wetlands, land surface or subsurface
strata, wildlife, aquatic species and vegetation). Environmental Laws include the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980 (42 U.S.C. §§ 9601 et seq.) ("CERCLA"); the Hazardous Materials Transportation
Authorization Act of 1994 (49 U.S.C. §§ 5101 et seq.); the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C.
§§ 136 et seq.); the Solid Waste Disposal Act (42 U.S.C. §§ 6901 et seq.); the Toxic Substance
Control Act (15 U.S.C. §§ 2601 et seq.); the Clean Air Act (42 U.S.C. §§ 7401 et seq.); the Federal
Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.); the Occupational Safety and Health Act (29 U.S.C. §§
651 et seq.); and the Safe Drinking Water Act (42 U.S.C. §§ 300(f) et seq.), and any and all regulations
promulgated thereunder, and all analogous state, local and foreign counterparts or equivalents and any transfer of ownership notification
or approval statutes.


 


"Environmental Liability"
means, with respect to any Person, all liabilities, obligations, responsibilities, response, remedial and removal costs, investigation
and feasibility study costs, capital costs, operation and maintenance costs, losses, damages, punitive damages, property damages, natural
resource damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses
of counsel, experts and consultants), fines, penalties, sanctions and interest incurred as a result of or related to any claim, suit,
action, investigation, proceeding or demand by any Person, whether based in contract, tort, implied or express warranty, strict liability,
criminal or civil statute or common law, including any arising under or related to any Environmental Laws, Environmental Permits, or in
connection with any Release or threatened Release or presence of a Hazardous Material whether on, at, in, under, from or about or in the
vicinity of any real or personal property.






    	 	-21-	 



     


    

"Environmental Permits"
means all permits, licenses, authorizations, certificates, approvals or registrations required by any Governmental Authority under any
Environmental Laws.


 


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


 


"Equipment Component"
has the meaning assigned to such term in the definition of PP&E Component. For the sake of clarity, as of the Effective Date and until
such time as Administrative Agent has received appraisals of Borrowers’ Eligible Equipment, which such appraisals shall be satisfactory
to Administrative Agent in its Permitted Discretion, the Equipment Component shall be deemed to be zero.


 


"Equipment Component
Amortization Effective Date" means the first day of the month following Administrative Agent’s receipt of appraisals of
Borrowers’ Eligible Equipment, which such appraisals shall be satisfactory to Administrative Agent in its Permitted Discretion (it
being understood that, as of the Effective Date, no such appraisals of Borrowers’ Eligible Equipment have been performed).


 


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


 


"ERISA Affiliate"
means, with respect to any Loan Party, any trade or business (whether or not incorporated) that, together with such Loan Party, are treated
as a single employer within the meaning of Sections 414(b), (c), (m) or (o) of the IRC.


 


"ERISA Event"
means, with respect to any Loan Party or any ERISA Affiliate, (a) any event described in Section 4043(c) of ERISA with respect to a Title
IV Plan, except for any such event for which the notice requirement has been waived by the PBGC; (b) the withdrawal of any Loan Party
or ERISA Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer, as
defined in Section 4001(a)(2) of ERISA; (c) the complete or partial withdrawal of any Loan Party or any ERISA Affiliate from any Multiemployer
Plan; (d) the filing of a notice of intent to terminate a Title IV Plan or the treatment of a plan amendment as a termination under Section
4041 of ERISA; (e) the institution of proceedings to terminate a Title IV Plan or Multiemployer Plan by the PBGC; (f) the failure by any
Loan Party or ERISA Affiliate to make when due required contributions to a Multiemployer Plan or Title IV Plan unless such failure is
cured within thirty (30) days; (g) any other event or condition that would reasonably be expected to constitute grounds under Section
4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan or for the
imposition of liability under Section 4069 or 4212(c) of ERISA; (h) the termination of a Multiemployer Plan under Section 4041A of ERISA
or the reorganization or insolvency of a Multiemployer Plan under Section 4241 or 4245 of ERISA; or (i) the loss of a Qualified Plan's
qualification or tax exempt status; or (j) the termination of a Plan described in Section 4064 of ERISA.


 


"ESOP" means
a Plan that is intended to satisfy the requirements of Section 4975(e)(7) of the IRC.


 


"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.






    	 	-22-	 



     


    

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


 


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


 


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


 


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


 


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


 


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


 


"FCA" has
the meaning assigned to such term in Section 1.05.


 


"Federal Funds Effective
Rate" means, for any day, the rate calculated by the NYFRB based on such day's federal funds transactions by depositary institutions
(as determined in such manner as shall be set forth on the NYFRB's Website from time to time) and published on the next succeeding Business
Day by the NYFRB as the effective federal funds rate, provided that, if the Federal Funds Effective Rate as so determined would
be less than 0.0%, such rate shall be deemed to be 0.0% for the purposes of this Agreement.






    	 	-23-	 



     


    

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


 


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


 


"Financial Statements"
means the consolidated income statements, statements of cash flows and balance sheets of Borrowers delivered in accordance with Section
3.04 and Section 5.01.


 


"Fiscal Month"
means any of the monthly accounting periods of Borrowers.


 


"Fiscal Quarter"
means any of the quarterly accounting periods of Borrowers, ending on March 31, June 30, September 30 and December 31 of each year.


 


"Fixed Charge Coverage
Ratio" means, with respect to any Person for any fiscal period, the ratio of (i)(a) EBITDA, minus (b) Unfinanced Capital
Expenditures during such period, minus (c) income taxes paid or payable in cash during such period to (ii) Fixed Charges.


 


"Fixed Charges"
means, with respect to any Person for any fiscal period, (a) the aggregate of all Interest Expense paid or accrued during such period,
plus (b) scheduled payments of principal with respect to Indebtedness during such period, plus (c) to the extent not deducted
in determining EBITDA, Restricted Payments made pursuant to Section 6.13 during such period, plus (d) an amount equal to the scheduled
amortization of the PP&E Component during such period; provided, however, that in no event shall the amortization of deferred
financing fees be deemed a Fixed Charge. Notwithstanding the foregoing, for purposes of calculating Fixed Charges at all times prior to
August 31, 2022, the scheduled amortization of the PP&E Component set forth in clause (d) above shall be Annualized from the Effective
Date. For this purpose, "Annualized" means the amount determined by multiplying the actual amount of such item from the
Effective Date to the date of such calculation by 365 and dividing by the number of days from the Effective Date through the date of such
calculation.


 


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


 


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


 


"Floor" means
the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment
or renewal of this Agreement or otherwise) with respect to LIBO Rate.


 


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


 


"Foreign Subsidiary"
means any Subsidiary which is not a Domestic Subsidiary.


 


"Funded Debt"
means, with respect to any Person, without duplication, all Indebtedness for borrowed money evidenced by notes, bonds, debentures, or
similar evidences of Indebtedness and that by its terms matures more than one year from, or is directly or indirectly renewable or extendible
at such Person's option under a revolving credit or similar agreement obligating the lender or lenders to extend credit over a period
of more than one year from the date of creation thereof, and specifically including Capital Lease Obligations, current maturities of long-term
debt, revolving credit and short-term debt extendible beyond one year at the option of the debtor, and also including, in the case
of Borrowers, the Obligations and, without duplication, Guaranteed Indebtedness consisting of guaranties of Funded Debt of other Persons.






    	 	-24-	 



     


    

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


 


"GAAP" means
generally accepted accounting principles in the U.S.


 


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


 


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


 


"Guaranteed Indebtedness"
means, as to any Person, any obligation of such Person guaranteeing, providing comfort or otherwise supporting any Indebtedness, lease,
dividend, or other obligation ("primary obligation") of any other Person (the "primary obligor") in
any manner, including any obligation or arrangement of such Person to (a) purchase or repurchase any such primary obligation, (b) advance
or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital
of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet condition of the primary obligor, (c) purchase
property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the
primary obligor to make payment of such primary obligation, (d) protect the beneficiary of such arrangement from loss (other than product
warranties given in the ordinary course of business) or (e) indemnify the owner of such primary obligation against loss in respect
thereof. The amount of any Guaranteed Indebtedness at any time shall be deemed to be an amount equal to the lesser at such time of (x)
the stated or determinable amount of the primary obligation in respect of which such Guaranteed Indebtedness is incurred and (y) the maximum
amount for which such Person may be liable pursuant to the terms of the instrument embodying such Guaranteed Indebtedness, or, if not
stated or determinable, the maximum reasonably anticipated liability (assuming full performance) in respect thereof.


 


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


 


"Guarantors"
means all Loan Guarantors and all other Persons who have delivered an Obligation Guaranty, and the term "Guarantor" means each
or any one of them individually.


 


"Hazardous Materials"
means any substance, material or waste that is regulated by, or forms the basis of liability now or hereafter under, any Environmental
Laws, including any material or substance that is (a) defined as a "solid waste," "hazardous waste," "hazardous
material," "hazardous substance," "extremely hazardous waste," "restricted hazardous waste," "pollutant,"
"contaminant," "hazardous constituent," "special waste," "toxic substance" or other similar term
or phrase under any Environmental Laws, or (b) petroleum or any fraction or by-product thereof, asbestos, polychlorinated biphenyls
(PCB's), or any radioactive substance.






    	 	-25-	 



     


    

"Huttig-Grip Inventory"
means Inventory sold under private label specialty building products lines of the Loan Parties.


 


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


 


"Increased Reporting
Period" means the period commencing on the day on which Availability, as calculated by the Administrative Agent, is less than
(a) 10.0% of the Aggregate Revolving Commitment for five (5) consecutive Business Days or (b) $10,000,000 at any time, and ending after
daily Availability, as calculated by the Administrative Agent, has been greater than 10.0% of the Aggregate Revolving Commitment for ninety
(90) consecutive days; provided, that (A) Increased Reporting Period may not be deemed to have ended under this definition
on more than three (3) occasions in any period of 365 consecutive days and (B) the expiration of any Increased Reporting Period
in accordance with this definition shall not impair the commencement of any subsequent Increased Reporting Period.


 


"Indebtedness"
means, with respect to any Person, without duplication (a) all indebtedness of such Person for borrowed money or for the deferred purchase
price of property payment for which is deferred six (6) months or more, but excluding obligations to trade creditors incurred in the ordinary
course of business that are unsecured and not overdue by more than 6 months unless being contested in good faith, (b) all reimbursement
and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured, (c) all obligations
evidenced by notes, bonds, debentures or similar instruments, (d) all indebtedness created or arising under any conditional sale or other
title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender
under such agreement in the event of default are limited to repossession or sale of such property), (e) all Capital Lease Obligations
and the present value (discounted at the Alternate Base Rate as in effect on the Effective Date) of future rental payments under all synthetic
leases, (f) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements,
in each case whether contingent or matured, (g) all obligations of such Person under any foreign exchange contract, currency swap agreement,
interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising
from fluctuations in currency values or interest rates, in each case whether contingent or matured, (h) all Indebtedness referred to above
secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon
or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed
or become liable for the payment of such Indebtedness, and (i) the Obligations.


 


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


 


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


 


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


 


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


 


"Interest Charges"
has the meaning assigned to such term in Section 9.17.






    	 	-26-	 



     


    

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


 


"Interest Expense"
means, with respect to any Person for any fiscal period, interest expense (whether cash or non-cash) of such Person determined in accordance
with GAAP for the relevant period ended on such date, including interest expense with respect to any Funded Debt of such Person and interest
expense for the relevant period that has been capitalized on the balance sheet of such Person.


 


"Interest Payment
Date" means (a) with respect to any ABR Loan (other than a Swingline Loan), the first day of each calendar month and the
Maturity Date, (b) with respect to any Eurodollar Loan, the last day of each Interest Period applicable to the Borrowing of which
such Loan is a part (and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months' duration, each day
prior to the last day of such Interest Period that occurs at intervals of three months' duration after the first day of such Interest
Period) and the Maturity Date, and (c) with respect to any Swingline Loan, the day that such Swingline Loan is required to be repaid
and the Maturity Date.


 


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


 


"Interpolated Rate"
means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as the LIBO Screen Rate)
determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the
rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest period (for which the LIBO Screen
Rate is available) that is shorter than the Impacted Interest Period and (b) the LIBO Screen Rate for the shortest period (for which the
LIBO Screen Rate is available) that exceeds the Impacted Interest Period, in each case, at such time; provided, that if any Interpolated
Rate shall be less than 0.0%, such rate shall be deemed to be 0.0% for purposes of this Agreement.


 


"Intellectual Property"
means any and all Licenses, Patents, Copyrights, Trademarks, and the goodwill associated with such Trademarks.


 


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


 


"IRC" means
the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunder.


 


"IRS" means
the United States Internal Revenue Service.


 


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






    	 	-27-	 



     


    

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


 


"Issuing Bank Sublimits"
means, as of the Effective Date, (a) $20,000,000, in the case of JPMCB, and (b) such amount as shall be designated to and accepted by
the Administrative Agent and the Borrower Representative in writing by any other Issuing Bank; provided that any Issuing Bank shall
be permitted at any time to increase or reduce its Issuing Bank Sublimit upon providing five (5) days' prior written notice thereof to
the Administrative Agent and the Borrower Representative.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


"LIBOR" has
the meaning assigned to such term in Section 1.05.






    	 	-28-	 



     


    

"LIBO Rate"
means, with respect to any Eurodollar Borrowing for any applicable Interest Period or for any ABR Borrowing, the LIBO Screen Rate at approximately
11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period; provided that, if the LIBO
Screen Rate shall not be available at such time for such Interest Period (an "Impacted Interest Period"), then the LIBO
Rate shall be the Interpolated Rate, subject to Section 2.14 in the event that the Administrative Agent shall conclude that it shall
not be possible to determine such Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error). Notwithstanding
the above, to the extent that "LIBO Rate" or "Adjusted LIBO Rate" is used in connection with an ABR Borrowing, such
rate shall be determined as modified by the definition of Alternate Base Rate.


 


"LIBO Screen Rate"
means, for any day and time, with respect to any Eurodollar Borrowing for any Interest Period or for any ABR Borrowing, the London interbank
offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for
Dollars) for a period equal in length to such Interest Period as displayed on such day and time on pages LIBOR01 or LIBOR02 of the Reuters
screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute
page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from
time to time as selected by the Administrative Agent in its reasonable discretion); provided that if the LIBO Screen Rate as so determined
would be less than 0.0%, such rate shall be deemed to 0.0% for the purposes of this Agreement.


 


"License"
means any Copyright License, Patent License, Trademark License or other license of rights or interests now held or hereafter acquired
by any Loan Party.


 


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


 


"Litigation"
has the meaning assigned to such term in Section 3.13.


 


"Loan Borrowing Option"
has the meaning assigned to such term in the DDA Access Product Agreement.


 


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


 


"Loan Guarantor"
means each Loan Party.


 



    	 	-29-	 



     


    

"Loan Guaranty"
means Article X of this Agreement and each separate Guarantee, in form and substance satisfactory to the Administrative Agent,
delivered by each Loan Guarantor that is a Foreign Subsidiary (which Guarantee shall be governed by the laws of the country in which such
Foreign Subsidiary is located), as it may be amended or modified and in effect from time to time.


 





"Loan Parties"
means, collectively, the Borrowers, the Borrowers' Domestic Subsidiaries and any other Person who becomes a party to this Agreement pursuant
to a Joinder Agreement and their respective successors and assigns, and the term "Loan Party" shall mean any one of them or
all of them individually, as the context may require.


 


"Loans" means
the loans and advances made by the Lenders pursuant to this Agreement, including Swingline Loans, Overadvances and Protective Advances.


 


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


 


"Material Adverse
Effect" (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties or condition
(financial or otherwise) of the Loan Parties and the Subsidiaries taken as a whole; (b) a material impairment of the ability of any Loan
Party, any Subsidiary of any Loan Party or any other Person (other than Administrative Agent or Lenders) to perform in any material respect
its obligations under any Loan Document; or (c) a material adverse effect upon (i) the legality, validity, binding effect or enforceability
of any Loan Document, or (ii) the perfection or priority of any Lien granted to the Secured Parties or to Administrative Agent for the
benefit of the Secured Parties under any of the Collateral Documents and encumbering assets having a fair market value in excess of $1,000,000.


 


"Material Indebtedness"
means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one
or more of the Loan Parties in an aggregate principal amount exceeding $1,000,000. For purposes of determining Material Indebtedness,
the "principal amount" of the obligations of the Loan Parties in respect of any Swap Agreement at any time shall be the maximum
aggregate amount (giving effect to any netting agreements) that such Loan Party would be required to pay if such Swap Agreement were terminated
at such time.


 


"Maturity Date"
means September 29, 2026 or any earlier date on which the Commitments are reduced to zero or otherwise terminated pursuant to the terms
hereof.


 


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


 


"MIRE Event"
has the meaning assigned to such term in Section 5.15(a).


 


"Moody's"
means Moody's Investors Service, Inc.


 


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


 


"Multiemployer Plan"
means a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA, and to which any Loan Party or ERISA Affiliate is making,
is obligated to make or has made or been obligated to make, contributions on behalf of participants who are or were employed by any of
them.


 


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






    	 	-30-	 



     


    

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


 


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


 


"NYFRB" means
the Federal Reserve Bank of New York.


 


"NYFRB Rate"
means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding
Rate in effect on such day(or for any day that is not a Business Day, for the immediately preceding Business Day); provided that
if none of such rates are published for any day that is a Business Day, the term "NYFRB Rate" means the rate for a federal funds
transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing selected
by it; provided, further, that if any of the aforesaid rates as so determined would be less than 0.0%, such rate shall be
deemed to be 0.0% for purposes of this Agreement.


 


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


 


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


 


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


 


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


 


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






    	 	-31-	 



     


    

"Other Benchmark Rate
Election" means, with respect to any Loan denominated in Dollars, if the then-current Benchmark is the LIBO Rate, the occurrence
of:


 


(a)       a
request by the Borrower Representative to the Administrative Agent to notify each of the other parties hereto that, at the determination
of the Borrower Representative, Dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally
executed), in lieu of a LIBOR-based rate, a term benchmark rate as a benchmark rate; and


 


(b)       the
Administrative Agent, in its sole discretion, and the Borrower Representative jointly elect to trigger a fallback from the LIBO Rate and
the provision, as applicable, by the Administrative Agent of written notice of such election to the Borrower Representative and the Lenders.


 


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


 


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


 


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


 


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


 


"Paid in Full"
or "Payment in Full" means, (a) the indefeasible payment in full in cash of all outstanding Loans and LC Disbursements,
together with accrued and unpaid interest thereon, (b) the termination, expiration, or cancellation and return of all outstanding
Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash
deposit, or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative Agent and
the Issuing Bank, in an amount equal to 103% of the LC Exposure as of the date of such payment), (c) the indefeasible payment in
full in cash of the accrued and unpaid fees, (d) the indefeasible payment in full in cash of all reimbursable expenses and other
Secured Obligations (other than Unliquidated Obligations for which no claim has been made and other obligations expressly stated to survive
such payment and termination of this Agreement), together with accrued and unpaid interest thereon, (e) the termination of all Commitments,
and (f) the termination of the Swap Agreement Obligations and the Banking Services Obligations or entering into other arrangements
satisfactory to the Secured Parties counterparties thereto.


 


"Parent"
has the meaning assigned to such term in the Preamble to this Agreement.


 


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


 


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






    	 	-32-	 



     


    

"Patent License"
means rights under any written agreement now owned or hereafter acquired by any Loan Party granting any right with respect to any invention
on which a Patent is in existence.


 


"Patents"
means all of the following in which any Loan Party now holds or hereafter acquires any interest: (a) all letters patent of the United
States or any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or
of any other country, including registrations, recordings and applications in the United States Patent and Trademark Office or in any
similar office or agency of the United States, any State or any other country, and (b) all reissues, continuations, continuations-in-part
or extensions thereof.


 


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


 


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


 


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


 


"Pension Plan"
means a Plan described in Section 3(2) of ERISA.


 


"Permitted Acquisition"
has the meaning assigned to such term in Section 6.01.


 


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


 


"Permitted Encumbrances"
means the following encumbrances:


 


(a) Liens for taxes or assessments
or other governmental Charges not yet due and payable or which are being contested in accordance with Section 5.04(b);


 


(b) pledges or deposits of
money securing statutory obligations under workmen's compensation, unemployment insurance, social security or public liability laws or
similar legislation (excluding Liens under ERISA);


 


(c) pledges or deposits of
money securing bids, tenders, contracts (other than contracts for the payment of money) or leases to which any Loan Party is a party as
lessee made in the ordinary course of business;


 


(d) inchoate and unperfected
workers', mechanics' or similar liens arising in the ordinary course of business, so long as such Liens attach only to Equipment, Fixtures
and/or Real Estate;


 


(e) carriers', warehousemen's,
suppliers' or other similar possessory liens arising in the ordinary course of business and securing liabilities that are not past due
or otherwise not yet due and payable, so long as such Liens attach only to Inventory;


 


(f) deposits securing, or
in lieu of, surety, appeal or customs bonds in proceedings to which any Loan Party is a party;


 


(g) any attachment or judgment
lien not constituting an Event of Default under clause (k) of Article VII;


 


(h) zoning restrictions, easements,
licenses, or other restrictions on the use of any Real Estate or other minor irregularities in title (including leasehold title) thereto,
so long as the same do not materially impair the use, value, or marketability of such Real Estate;






    	 	-33-	 



     


    

(i) presently existing or
hereafter created Liens in favor of Administrative Agent, on behalf of the Secured Parties;


 


(j) Liens expressly permitted
under clauses (b) and (c) of Section 6.07 of the Agreement; and


 


(k) leases of real property
owned by a Borrower in the ordinary course of business.


 


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


 


"Plan" means,
at any time, an "employee benefit plan," as defined in Section 3(3) of ERISA, that any Loan Party or ERISA Affiliate maintains,
contributes to or has an obligation to contribute to on behalf of participants who are or were employed by any Loan Party.


 


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


 


"PP&E Component"
means, at the time of any determination, an amount equal to the lesser of (i) $70,000,000 and (ii) the sum of (a) 70% of the fair
market value of the Borrowers' Eligible Real Property, as determined in a manner acceptable to the Administrative Agent in its Permitted
Discretion by an appraiser acceptable to the Administrative Agent (the "Real Estate Component"), provided that
the amount of the Real Estate Component shall amortize monthly on a fifteen-year straight-line basis, commencing on the first month following
the applicable Real Estate Component Amortization Effective Date, and (b) 85% of the Net Orderly Liquidation Value of the Borrowers' Eligible
Equipment (the "Equipment Component"), provided that the amount of the Equipment Component shall amortize monthly
on a seven-year straight-line basis, commencing on the first month following the Equipment Component Amortization Effective Date.


 


"Prepayment Event"
means:


 


(a)       any
Disposition (including pursuant to a sale and leaseback transaction) of any property or asset of any Loan Party or any Subsidiary, other
than Dispositions described in Section 6.08(a), in each case with a fair value equal to or greater than $1,000,000 during any Fiscal
Year; or


 


(b)       any
casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property
or asset of any Loan Party or any Subsidiary, in each case with a fair value equal to or greater than $1,000,000 during any Fiscal Year;
or


 


(d)       the
incurrence by any Loan Party of any Indebtedness, other than Indebtedness permitted under Section 6.03.


 


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






    	 	-34-	 



     


    

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


 


"Projections"
means Borrowers' forecasted consolidated: (a) balance sheets; (b) profit and loss statements; (c) cash flow and liquidity projections,
all consistent with the historical Financial Statements of Borrowers, together with appropriate supporting details and a statement of
underlying assumptions.


 


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


 


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


 


"Public-Sider"
means a Lender whose representatives may trade in securities of Parent or its Controlling Person or any of its Subsidiaries while in possession
of the financial statements provided by the Parent under the terms of this Agreement.


 


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


 


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


 


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


 


"Qualified Plan"
means a Pension Plan that is intended to be tax-qualified under Section 401(a) of the IRC.


 


"Real Estate"
has the meaning assigned to such term in Section 3.06.


 


"Real Estate Component"
has the meaning assigned to such term in the definition of PP&E Component.


 


"Real Estate Component
Amortization Effective Date" means the Effective Date; provided, that, upon the written election from Borrower Representative
to Administrative Agent, not to be exercised more than twice during the term of this Agreement or more than once during any Fiscal Year,
the Real Estate Component Amortization Effective Date may be reset as the first day of the month following Administrative Agent’s
receipt of updated appraisals of Borrowers’ Eligible Real Property, which such updated appraisals shall be satisfactory to Administrative
Agent and Lenders in their Permitted Discretion.


 


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


 


"Reference Time"
with respect to any setting of the then-current Benchmark means (1) if such Benchmark is LIBO Rate, 11:00 a.m. (London time) on the day
that is two London banking days preceding the date of such setting, and (2) if such Benchmark is not LIBO Rate, the time determined by
the Administrative Agent in its reasonable discretion and consistent with its determination for other similarly situated borrowers.






    	 	-35-	 



     


    

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


 


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


 


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


 


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


 


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


 


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


 


"Release"
means any release, threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal,
discharge, dispersal, dumping, leaching or migration of Hazardous Material in the indoor or outdoor environment, including the movement
of Hazardous Material through or in the air, soil, surface water, ground water or property.


 


"Relevant Governmental
Body" means the Federal Reserve Board or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board
or the NYFRB or any successor thereto.


 


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


 


"Required Lenders"
means, subject to Section 2.20, (a) at any time prior to the earlier of the Loans becoming due and payable pursuant to Article VII
or the Commitments terminating or expiring, Lenders having Credit Exposures and Unfunded Commitments representing at least fifty percent
(50%) of the sum of the Aggregate Credit Exposure and Unfunded Commitments at such time; provided that, as long as there are two
or more unaffiliated Lenders, Required Lenders shall mean at least two unaffiliated Lenders; and (b) for all purposes after the Loans
become due and payable pursuant to Article VII or the Commitments expire or terminate, Lenders having Credit Exposures representing at
least fifty percent (50%) of the Aggregate Credit Exposure at such time.


 


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


 


"Reserves"
means any and all reserves which the Administrative Agent deems necessary, in its Permitted Discretion, to maintain (including, without
limitation, reserves for material adverse changes in the slow-moving nature of Huttig-Grip Inventory, reserves for accrued and unpaid
interest on the Secured Obligations, Banking Services Reserves, volatility reserves, reserves for rent at locations leased by any Loan
Party and for consignee's, warehousemen's and bailee's charges, reserves for dilution of Accounts, reserves for Inventory shrinkage, reserves
for customs charges and shipping charges related to any Inventory in transit, reserves for Swap Agreement Obligations, reserves for contingent
liabilities of any Loan Party, reserves for Environmental Liabilities of any Loan Party (whether such Environmental Liabilities are known
to the Administrative Agent as of the Effective Date or otherwise), reserves for uninsured losses of any Loan Party, reserves for uninsured,
underinsured, un-indemnified or under-indemnified liabilities or potential liabilities with respect to any litigation and reserves for
taxes, fees, assessments, and other governmental charges) with respect to the Collateral or any Loan Party.






    	 	-36-	 



     


    

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


 


"Responsible Officer"
means the president, Financial Officer or other executive officer acceptable to Administrative Agent of a Borrower.


 


"Restricted Payment"
means, with respect to any Loan Party, (a) the declaration or payment of any dividend or the incurrence of any liability to make
any other payment or distribution of cash or other property or assets in respect of Stock; (b) any payment on account of the purchase,
redemption, defeasance, sinking fund or other retirement of such Loan Party's Stock or any other payment or distribution made in respect
thereof, either directly or indirectly; (c) any payment or prepayment of principal of, premium, if any, or interest, fees or other charges
on or with respect to, and any redemption, purchase, retirement, defeasance, sinking fund or similar payment and any claim for rescission
with respect to, any subordinated debt; (d) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of,
any outstanding warrants, options or other rights to acquire Stock of such Loan Party now or hereafter outstanding; (e) any payment of
a claim for the rescission of the purchase or sale of, or for material damages arising from the purchase or sale of, any shares of such
Loan Party's Stock or of a claim for reimbursement, indemnification or contribution arising out of or related to any such claim for damages
or rescission; (f) any payment, loan, contribution, or other transfer of funds or other property to any Stockholder of such Loan Party
other than payment of compensation in the ordinary course of business to Stockholders who are employees or directors of such Loan Party;
and (g) any payment of management fees (or other fees of a similar nature) by such Loan Party to any Stockholder of such Loan Party or
its Affiliates.


 


"Retiree Welfare Plan"
means, at any time, a Welfare Plan that provides for continuing coverage or benefits for any participant or any beneficiary of a participant
after such participant's termination of employment, other than continuation coverage provided pursuant to Section 4980B of the IRC or
applicable state law and at the sole expense of the participant or the beneficiary of the participant.


 


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


 


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


 


"Revolving Commitment"
means, with respect to each Lender, the amount set forth on the Commitment Schedule opposite such Lender's name, or in the Assignment
and Assumption or other documentation or record (as such term is defined in Section 9-102(a)(70) of the New York Uniform Commercial Code)
as provided in Section 9.04(b)(ii)(C) pursuant to which such Lender shall have assumed its Revolving Commitment, as applicable, as such
Revolving Commitment may be reduced or increased from time to time pursuant to (a) Section 2.09 and (b) assignments by or to such
Lender pursuant to Section 9.04; provided, that at no time shall the Revolving Exposure of any Lender exceed its Revolving Commitment.
The initial aggregate amount of the Lenders' Revolving Commitment is $250,000,000.






    	 	-37-	 



     


    

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


 


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


 


"Revolving Loan"
means a Loan made pursuant to Section 2.01(a).


 


"S&P"
means Standard & Poor's Ratings Services, a Standard & Poor's Financial Services LLC business.


 


"Sanctioned Country"
means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement,
Crimea, Cuba, Iran, North Korea and Syria).


 


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


 


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


 


"SEC" means
the Securities and Exchange Commission of the U.S.


 


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


 


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


 


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






    	 	-38-	 



     


    

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


 


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


 


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


 


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


 


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


 


"Solvent"
means, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater
than the total amount of liabilities, including contingent liabilities, of such Person; (b) the present fair salable value of the assets
of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become
absolute and matured; (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's
ability to pay as such debts and liabilities mature; and (d) such Person is not engaged in a business or transaction, and is not about
to engage in a business or transaction, for which such Person's property would constitute an unreasonably small capital. The amount of
contingent liabilities (such as litigation, guaranties and pension plan liabilities) at any time shall be computed as the amount that,
in light of all the facts and circumstances existing at the time, represents the amount that can be reasonably be expected to become an
actual or matured liability.


 


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


 


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


 


"Stock" means
all shares, options, warrants, general or limited partnership interests, membership interests or other equivalents (regardless of how
designated) of or in a corporation, partnership, limited liability company or equivalent entity whether voting or nonvoting, including
common stock, preferred stock or any other "equity security" (as such term is defined in Rule 3a11-1 of the General Rules
and Regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934).


 


"Stockholder"
means, with respect to any Person, each holder of Stock of such Person.






    	 	-39-	 



     


    

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


 


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


 


"Subsidiary"
means any direct or indirect subsidiary of the Parent or a Loan Party, as applicable.


 


"Supermajority Revolving
Lenders" means, at any time, Lenders (other than Defaulting Lenders) having Revolving Exposures and unused Revolving Commitments
representing more than 662/3% of the sum of the Aggregate Revolving Exposure and unused Revolving Commitments at such time;
provided, that as long as there are two or more unaffiliated Lenders, Supermajority Revolving Lenders shall mean at least two unaffiliated
Lenders.


 


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


 


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


 


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


 


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


 


"Swingline Commitment"
means the amount set forth opposite JPMCB's name on the Commitment Schedule as Swingline Commitment.


 


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


 


"Swingline Lender"
means JPMCB, in its capacity as lender of Swingline Loans hereunder. Any consent required of the Administrative Agent or the Issuing Bank
shall be deemed to be required of the Swingline Lender and any consent given by JPMCB in its capacity as Administrative Agent or Issuing
Bank shall be deemed given by JPMCB in its capacity as Swingline Lender.






    	 	-40-	 



     


    

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


 


"Target""
has the meaning assigned to such term in Section 6.01.


 


"Target Balance"
has the meaning assigned to such term in the DDA Access Product Agreement.


 


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


 


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


 


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


 


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


 


"Title IV Plan"
means a Pension Plan (other than a Multiemployer Plan), that is covered by Title IV of ERISA, and that any Loan Party or ERISA Affiliate
maintains, contributes to or has an obligation to contribute to on behalf of participants who are or were employed by any of them.


 


"Trademark License"
means rights under any written agreement now owned or hereafter acquired by any Loan Party granting any right to use any Trademark.


 


"Trademarks"
means all of the following now owned or hereafter adopted or acquired by any Loan Party: (a) all trademarks, trade names, corporate names,
business names, trade styles, service marks, logos, other source or business identifiers, prints and labels on which any of the foregoing
have appeared or appear, designs and general intangibles of like nature (whether registered or unregistered), all registrations and recordings
thereof, and all applications in connection therewith, including registrations, recordings and applications in the United States Patent
and Trademark Office or in any similar office or agency of the United States, any state or territory thereof, or any other country or
any political subdivision thereof; (b) all reissues, extensions or renewals thereof; and (c) all goodwill associated with or symbolized
by any of the foregoing.


 


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


 


"Type", when
used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing,
is determined by reference to the Adjusted LIBO Rate or the ABR.






    	 	-41-	 



     


    

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


 


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


 


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


 


"Unadjusted Benchmark
Replacement" means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


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


 


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


 


"Unfunded Pension
Liability" means, at any time, the aggregate amount, if any, of the sum of (a) the amount by which the present value of all accrued
benefits under each Title IV Plan exceeds the fair market value of all assets of such Title IV Plan allocable to such benefits in accordance
with Title IV of ERISA, all determined as of the most recent valuation date for each such Title IV Plan using the actuarial assumptions
for funding purposes in effect under such Title IV Plan, and (b) for a period of five (5) years following a transaction which might reasonably
be expected to be covered by Section 4069 of ERISA, the liabilities (whether or not accrued) that could be avoided by any Loan Party or
any ERISA Affiliate as a result of such transaction.


 


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


 


"U.S." means
the United States of America.


 


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


 


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


 


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


 


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






    	 	-42-	 



     


    

"Welfare Plan"
means a Plan described in Section 3(1) of ERISA.


 


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


 


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


 


SECTION 1.02              
Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class
(e.g., a "Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type (e.g.,
a "Eurodollar Revolving Loan"). Borrowings also may be classified and referred to by Class (e.g., a "Revolving Borrowing")
or by Type (e.g., a "Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving Borrowing").


 


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


 


SECTION 1.04              
Accounting Terms; GAAP.


 


(a)               
Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance
with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application
thereof on the operation of any provision hereof and the Borrower Representative notifies the Administrative Agent that the Borrowers
request an amendment to any provision hereof to eliminate the effect of such change in GAAP or in the application thereof (or if the Administrative
Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), regardless
of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted
on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have
been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an
accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be
made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825-10-25
(or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness
or other liabilities of Parent, Company or any Subsidiary at "fair value", as defined therein and (ii) without giving effect
to any treatment of Indebtedness under Financial Accounting Standards Board Accounting Standards Codification 470-20 or 2105-03 (or any
other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness
in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal
amount thereof.






    	 	-43-	 



     


    

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


 


SECTION 1.05              
Interest Rates; LIBOR Notifications. The London interbank offered rate is intended to represent the rate at which contributing
banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority
announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark
Administration (together with any successor to the ICE Benchmark Administrator, the "IBA") for purposes of the IBA setting
the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer
be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Loans. In
light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference
rates to be used in place of the London interbank offered rate. Upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition
Event or an Early Opt-in Election, such Section 2.14(c) and (d) provide the mechanism for determining an alternative rate of interest.
The Administrative Agent will promptly notify the Borrower Representative, pursuant to Section 2.14(f), of any change to the reference
rate upon which the interest rate on Eurodollar Loans is based. However, the Administrative Agent does not warrant or accept any responsibility
for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank
offered rate or other rates in the definition of "LIBO Rate" or with respect to any alternative or successor rate thereto, or
replacement rate thereof (including, without limitation, (a) any such alternative, successor or replacement
rate implemented pursuant to Section 2.14(c) or (d), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition
Event, an Early Opt-in Election or an Other Benchmark Rate Election, and (b) the implementation of any Benchmark Replacement Conforming
Changes pursuant to Section 2.14(e)), including without limitation, whether the composition or characteristics
of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence
of, the LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.






    	 	-44-	 



     


    

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


 


SECTION 1.07              
Letters of Credit. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be
the amount of such Letter of Credit available to be drawn at such time; provided that with respect to any Letter of Credit that, by its
terms or the terms of any Letter of Credit Agreement related thereto, provides for one or more automatic increases in the available amount
thereof, the amount of such Letter of Credit shall be deemed to be the maximum amount of such Letter of Credit after giving effect to
all such increases, whether or not such maximum amount is available to be drawn at such time. For all purposes of this Agreement, if on
any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation
of Article 29(a) of the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or
such later version thereof as may be in effect at the applicable time) or Rule 3.13 or Rule 3.14 of the International Standby Practices,
International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at the applicable time) or similar
terms of the Letter of Credit itself, or if compliant documents have been presented but not yet honored, such Letter of Credit shall be
deemed to be "outstanding" and "undrawn" in the amount so remaining available to be paid, and the obligations of the
Borrowers and each Lender shall remain in full force and effect until the Issuing Bank and the Lenders shall have no further obligations
to make any payments or disbursements under any circumstances with respect to any Letter of Credit.


 


SECTION 1.08              
Divisions. For all purposes under the Loan Documents, in connection with any Division or plan of division under Delaware
law (or any comparable event under a different jurisdiction's laws): (a) if any asset, right, obligation or liability of any Person becomes
the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person
to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired
on the first date of its existence by the holders of its Stock at such time.


 


ARTICLE II


 


The Credits


 


SECTION 2.01              
Commitments. Subject to the terms and conditions set forth herein, each Lender severally (and not jointly) agrees to make
Revolving Loans in dollars to the Borrowers from time to time during the Availability Period in an aggregate principal amount that will
not result in (i) such Lender's Revolving Exposure exceeding such Lender's Revolving Commitment or (ii) the Aggregate Revolving
Exposure exceeding the lesser of (x) the Aggregate Revolving Commitment and (y) the Borrowing Base, subject to the Administrative
Agent's authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Sections 2.04 and 2.05.
Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving
Loans.






    	 	-45-	 



     


    

SECTION 2.02              
Loans and Borrowings.


 


(a)               
Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made
by the Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any
Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of
the Lenders are several and no Lender shall be responsible for any other Lender's failure to make Loans as required. Any Protective Advance,
any Overadvance and any Swingline Loan shall be made in accordance with the procedures set forth in Sections 2.04 and 2.05.


 


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


 


(c)               
At the commencement of each Interest Period for any Eurodollar Revolving Borrowing, such Borrowing shall be in an aggregate amount
that is an integral multiple of $50,000 and not less than $250,000. ABR Revolving Borrowings may be in any amount. Borrowings of more
than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of
ten (10) Eurodollar Borrowings outstanding.


 


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


 


SECTION 2.03              
Requests for Revolving Borrowings. To request a Revolving Borrowing, the Borrower Representative shall notify the Administrative
Agent of such request either in writing (delivered by hand or fax) by delivering a Borrowing Request signed by a Responsible Officer of
the Borrower Representative or through Electronic System if arrangements for doing so have been approved by the Administrative Agent (or
if an Extenuating Circumstance shall exist, by telephone) not later than (a) in the case of a Eurodollar Borrowing, 11:00 a.m., Chicago
time, three (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, noon, Chicago time,
on the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement
of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 9:00 a.m., Chicago time, on the date of such
proposed Borrowing. Each such Borrowing Request shall be irrevocable and each such telephonic Borrowing Request, if permitted, shall be
confirmed immediately upon the cessation of the Extenuating Circumstance by hand delivery, facsimile or a communication through Electronic
System to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by a Responsible
Officer of the Borrower Representative. Each such written (or if permitted, telephonic) Borrowing Request shall specify the following
information in compliance with Section 2.02:


 


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






    	 	-46-	 



     


    

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


 


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


 


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


 


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


 


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


 


SECTION 2.04              
Protective Advances.


 


(a)               
Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrowers and the Lenders, from time
to time in the Administrative Agent's sole discretion (but shall have absolutely no obligation to), to make Loans to the Borrowers, on
behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve
or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the
Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrowers pursuant to the
terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03)
and other sums payable under the Loan Documents (any of such Loans are herein referred to as "Protective Advances");
provided that, (1) the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed $15,000,000
and (2) no individual Protective Advances shall be outstanding for more than one-hundred twenty (120) days from the date initially made;
provided further that, (1) no Revolving Lender's Revolving Exposure after giving effect to the Protective Advances being made shall
exceed its Revolving Commitment and (2) the Aggregate Revolving Exposure after giving effect to the Protective Advances being made shall
not exceed the Aggregate Revolving Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.02
have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral
and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings. The making of a Protective Advance on any
one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. The Administrative Agent's
authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and
shall become effective prospectively upon the Administrative Agent's receipt thereof. At any time that there is sufficient Availability
and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the Revolving Lenders
to make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their
risk participations described in Section 2.04(b).


 


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






    	 	-47-	 



     


    

SECTION 2.05              
Swingline Loans and Overadvances.


 


(a)               
The Administrative Agent, the Swingline Lender and the Revolving Lenders agree that in order to facilitate the administration of
this Agreement and the other Loan Documents, promptly after the Borrower Representative requests an ABR Borrowing, the Swingline Lender
may elect to have the terms of this Section 2.05(a) apply to such Borrowing Request by advancing, on behalf of the Revolving Lenders
and in the amount requested, same day funds to the Borrowers, on the date of the applicable Borrowing to the Funding Account (each such
Loan made solely by the Swingline Lender pursuant to this Section 2.05(a) is referred to in this Agreement as a "Swingline
Loan"), with settlement among them as to the Swingline Loans to take place on a periodic basis as set forth in Section 2.05(d).
Each Swingline Loan shall be subject to all the terms and conditions applicable to other ABR Loans funded by the Revolving Lenders, except
that all payments thereon shall be payable to the Swingline Lender solely for its own account. In addition, the Borrowers hereby authorize
the Swingline Lender to, and the Swingline Lender may, subject to the terms and conditions set forth herein (but without any further written
notice required), not later than 1:00 p.m., Chicago time, on each Business Day, make available to the Borrowers by means of a credit to
the Funding Account, the proceeds of a Swingline Loan to the extent necessary to pay items to be drawn on any Controlled Disbursement
Account that Business Day; provided that, if on any Business Day there is insufficient borrowing capacity to permit the Swingline
Lender to make available to the Borrowers a Swingline Loan in the amount necessary to pay all items to be so drawn on any such Controlled
Disbursement Account on such Business Day, then the Borrowers shall be deemed to have requested an ABR Borrowing pursuant to Section 2.03
in the amount of such deficiency to be made on such Business Day. In addition, the Borrowers hereby authorize the Swingline Lender to,
and the Swingline Lender shall, subject to the terms and conditions set forth herein (but without any further written notice required),
to the extent that from time to time on any Business Day funds are required under the DDA Access Product to reach the Target Balance (a
"Deficiency Funding Date"), make available to the applicable Borrower the proceeds of a Swingline Loan in the amount
of such deficiency up to the Target Balance, by means of a credit to the applicable Funding Account on or before the start of business
on the next succeeding Business Day, and such Swingline Loan shall be deemed made on such Deficiency Funding Date. The aggregate amount
of Swingline Loans outstanding at any time shall not exceed $25,000,000. The Swingline Lender shall not make any Swingline Loan if the
requested Swingline Loan exceeds Availability (before or after giving effect to such Swingline Loan). All Swingline Loans shall be ABR
Borrowings.


 


(b)               
Any provision of this Agreement to the contrary notwithstanding, at the request of the Borrower Representative, the Administrative
Agent may in its sole discretion (but with absolutely no obligation), on behalf of the Revolving Lenders, (x) make Revolving Loans
to the Borrowers in amounts that exceed Availability (any such excess Revolving Loans are herein referred to collectively as "Overadvances")
or (y) deem the amount of Revolving Loans outstanding to the Borrowers that are in excess of Availability to be Overadvances; provided
that, no Overadvance shall result in a Default due to Borrowers' failure to comply with Section 2.01 for so long as such Overadvance
remains outstanding in accordance with the terms of this paragraph, but solely with respect to the amount of such Overadvance. In addition,
Overadvances may be made even if the condition precedent set forth in Section 4.02(c) has not been satisfied. All Overadvances shall
constitute ABR Borrowings. The making of an Overadvance on any one occasion shall not obligate the Administrative Agent to make any Overadvance
on any other occasion. The authority of the Administrative Agent to make Overadvances is limited to an aggregate amount not to exceed
$15,000,000 at any time, no Overadvance may remain outstanding for more than thirty days and no Overadvance shall cause any Revolving
Lender's Revolving Exposure to exceed its Revolving Commitment; provided that, the Required Revolving Lenders may at any time revoke
the Administrative Agent's authorization to make Overadvances. Any such revocation must be in writing and shall become effective prospectively
upon the Administrative Agent's receipt thereof.






    	 	-48-	 



     


    

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


 


(d)               
The Administrative Agent, on behalf of the Swingline Lender, shall request settlement (a "Settlement") with the
Revolving Lenders on at least a weekly basis or on any date that the Administrative Agent elects, by notifying the Revolving Lenders of
such requested Settlement by facsimile, telephone, or e-mail no later than 12:00 noon Chicago time on the date of such requested Settlement
(the "Settlement Date"). Each Revolving Lender (other than the Swingline Lender, in the case of the Swingline Loans)
shall transfer the amount of such Revolving Lender's Applicable Percentage of the outstanding principal amount of the applicable Loan
with respect to which Settlement is requested to the Administrative Agent, to such account of the Administrative Agent as the Administrative
Agent may designate, not later than 2:00 p.m., Chicago time, on such Settlement Date. Settlements may occur during the existence of a
Default and whether or not the applicable conditions precedent set forth in Section 4.02 have then been satisfied. Such amounts transferred
to the Administrative Agent shall be applied against the amounts of the Swingline Lender's Swingline Loans and, together with Swingline
Lender's Applicable Percentage of such Swingline Loan, shall constitute Revolving Loans of such Revolving Lenders, respectively. If any
such amount is not transferred to the Administrative Agent by any Revolving Lender on such Settlement Date, the Swingline Lender shall
be entitled to recover from such Lender on demand such amount, together with interest thereon, as specified in Section 2.07.


 


SECTION 2.06              
Letters of Credit.


 


(a)               
General. Subject to the terms and conditions set forth herein, the Borrower Representative may request any Issuing Bank
to issue Letters of Credit for its own account or for the account of another Borrower denominated in dollars as the applicant thereof
for the support of its or its Subsidiaries' obligations, in a form reasonably acceptable to such Issuing Bank, at any time and from time
to time during the Availability Period.


 


(b)               
Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment
or extension of an outstanding Letter of Credit), the Borrower Representative shall deliver by hand or facsimile (or transmit through
Electronic System, if arrangements for doing so have been approved by the respective Issuing Bank) to an Issuing Bank selected by it and
to the Administrative Agent (prior to 9:00 am, Chicago time, at least three (3) Business Days prior to the requested date of issuance,
amendment or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended or extended,
and specifying the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is
to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the
beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. In addition, as
a condition to any such Letter of Credit issuance, the applicable Borrower shall have entered into a continuing agreement (or other letter
of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application in each case, as required
by the respective Issuing Bank and using such Issuing Bank's standard form (each, a "Letter of Credit Agreement"). In
the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit
Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and
upon issuance, amendment or extension of each Letter of Credit the Borrowers shall be deemed to represent and warrant that), after giving
effect to such issuance, amendment or extension (i) the aggregate LC Exposure shall not exceed $20,000,000, (ii) no Revolving Lender's
Revolving Exposure shall exceed its Revolving Commitment and (iii) the Aggregate Revolving Exposure shall not exceed the lesser of
(x) the Aggregate Revolving Commitment and (y) the Borrowing Base. Notwithstanding the foregoing or anything to the contrary contained
herein, no Issuing Bank shall be obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding
LC Exposure in respect of all Letters of Credit issued by such Person and its Affiliates would exceed such Issuing Bank's Issuing Bank
Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that the
Borrower Representative may from time to time request that an Issuing Bank issue Letters of Credit in excess of its individual Issuing
Bank Sublimit in effect at the time of such request, and each Issuing Bank agrees to consider any such request in good faith. Any Letter
of Credit so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit then in effect shall nonetheless constitute a
Letter of Credit for all purposes of this Agreement, and shall not affect the Issuing Bank Sublimit of any other Issuing Bank, subject
to the limitations on the aggregate LC Exposure set forth in clause (i) of this Section 2.06(b).






    	 	-49-	 



     


    

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


 


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


 


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


 


(c)               
Expiration Date. Each Letter of Credit shall expire (or be subject to termination or non-renewal by notice from the applicable
Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year after the date
of the issuance of such Letter of Credit (or, in the case of any extension of the expiration thereof, including, without limitation, any
automatic renewal provision, one year after such extension) and (ii) the date that is five (5) Business Days prior to the Maturity
Date. Notwithstanding the foregoing, a Letter of Credit may be permitted to have an expiry date after the date referred in clause (ii)
above with the consent of Issuing Bank if the Borrowers shall have, on or prior to such date (a) deposited in the LC Collateral Account
an amount in cash equal to 103% of the LC Exposure in respect of such Letter of Credit as of such date or (b) delivered to the Issuing
Bank a "back to back" letter of credit relative to such Letter of Credit from an issuer and in form and substance reasonably
satisfactory to the Issuing Bank and the Administrative Agent.


 


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






    	 	-50-	 



     


    

(e)               
Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers shall reimburse
such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 11:00 a.m., Chicago
time, on (a) (i) the Business Day that the Borrower Representative receives notice of such LC Disbursement, if such notice is
received prior to 9:00 a.m., Chicago time, on the day of receipt, or (ii) the Business Day immediately following the day that the
Borrower Representative receives such notice, if such notice is received after 9:00 a.m. Chicago time on the day of receipt; provided
that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that
such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the
Borrowers' obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan.
If the Borrowers fail to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC
Disbursement, the payment then due from the Borrowers in respect thereof and such Lender's Applicable Percentage thereof. Promptly following
receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due
from the Borrowers, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07
shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly
pay to the respective Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative
Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective
Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then
to such Lenders and such Issuing Bank, as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph
to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated
above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such LC Disbursement.


 


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






    	 	-51-	 



     


    

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


 


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


 


(i)                
Replacement and Resignation of an Issuing Bank.


 


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






    	 	-52-	 



     


    

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


 


(j)                
Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower Representative
receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving
Lenders with LC Exposure representing greater than 50% of the aggregate LC Exposure) demanding the deposit of cash collateral pursuant
to this paragraph, the Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and
for the benefit of the Revolving Lenders (the "LC Collateral Account"), an amount in cash equal to 103% of the amount
of the LC Exposure as of such date plus accrued and unpaid interest thereon; provided that the obligation to deposit such cash
collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice
of any kind, upon the occurrence of any Event of Default with respect to any Borrower described in clause (h) or (i) of Article VII.
Such Borrower also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Sections 2.10(b),
2.11(b) or 2.20. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Secured
Obligations. In addition, and without limiting the foregoing or paragraph (c) of this Section, if any LC Exposure remains outstanding
after the expiration date specified in said paragraph (c), the Borrowers shall immediately deposit in the LC Collateral Account an amount
in cash equal to 103% of such LC Exposure as of such date plus any accrued and unpaid interest thereon. The Administrative Agent shall
have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrowers hereby
grant the Administrative Agent a security interest in the LC Collateral Account and all money or other assets on deposit therein or credited
thereto. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion
of the Administrative Agent and at the Borrowers' risk and expense, such deposits shall not bear interest. Interest or profits, if any,
on such investments shall accumulate in the LC Collateral Account. Moneys in the LC Collateral Account shall be applied by the Administrative
Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed, together with related fees, costs, and
customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of
the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving
Lenders with LC Exposure representing greater than 50% of the aggregate LC Exposure), be applied to satisfy other Secured Obligations.
If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default,
such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three (3) Business Days after all such
Events of Default have been cured or waived as confirmed in writing by the Administrative Agent.


 


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






    	 	-53-	 



     


    

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


 


SECTION 2.07              
Funding of Borrowings.


 


(a)               
Each Lender shall make each Loan to be made by such Lender hereunder on the proposed date thereof solely by wire transfer of immediately
available funds by 2:00 p.m., Chicago time, to the account of the Administrative Agent most recently designated by it for such purpose
by notice to the Lenders in an amount equal to such Lender's Applicable Percentage; provided that, Swingline Loans shall be made
as provided in Section 2.05. The Administrative Agent will make such Loans available to the Borrower Representative by promptly crediting
the funds so received in the aforesaid account of the Administrative Agent to the Funding Account; provided that ABR Revolving
Loans made to finance the reimbursement of (i) an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative
Agent to the Issuing Bank and (ii) a Protective Advance or an Overadvance shall be retained by the Administrative Agent.


 


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






    	 	-54-	 



     


    

SECTION 2.08              
Interest Elections.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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






    	 	-55-	 



     


    

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


 


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


 


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


 


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


 


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


 


(c)               
The Borrowers may from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving
Commitments shall be in an amount that is an integral multiple of $5,000,000 and not less than $100,000,000 and (ii) the Borrowers
shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in
accordance with Section 2.11, (A) any Lender's Revolving Exposure would exceed such Lender's Revolving Commitment or (B) the Aggregate
Revolving Exposure would exceed the lesser of the Aggregate Revolving Commitment and the Borrowing Base.


 


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


 


(e)               
The Borrowers shall have the right to increase the Revolving Commitments by obtaining additional Revolving Commitments, either
from one or more of the Lenders or another lending institution provided that (i) any such request for an increase shall be
in a minimum amount of $25,000,000, (ii) the Borrower Representative, on behalf of the Borrowers, may make a maximum of two (2) such
requests, (iii) after giving effect thereto, the sum of the total of the additional Commitments does not exceed $75,000,000, (iv) the
Administrative Agent and the Issuing Bank have approved the identity of any such new Lender, such approvals not to be unreasonably withheld,
(v) any such new Lender assumes all of the rights and obligations of a "Lender" hereunder, and (vi) the procedure
described in Section 2.09(f) have been satisfied. Nothing contained in this Section 2.09 shall constitute, or otherwise be deemed
to be, a commitment on the part of any Lender to increase its Commitment hereunder at any time.






    	 	-56-	 



     


    

(f)                
Any amendment hereto for such an increase or addition shall be in form and substance satisfactory to the Administrative Agent and
shall only require the written signatures of the Administrative Agent, the Borrowers and each Lender being added or increasing its Commitment,
subject only to the approval of all Lenders if any such increase or addition would cause the Revolving Commitments to exceed $325,000,000.
As a condition precedent to such an increase or addition, the Borrowers shall deliver to the Administrative Agent (i) a certificate
of each Loan Party signed by an authorized officer of such Loan Party (A) certifying and attaching the resolutions adopted by such
Loan Party approving or consenting to such increase, and (B) in the case of the Borrowers, certifying that, before and after giving
effect to such increase or addition, (1) the representations and warranties contained in Article III and the other Loan Documents
are true and correct, except to the extent that such representations and warranties specifically refer to an earlier date, in which case
they are true and correct as of such earlier date and (2) no Default exists and (ii) legal opinions and documents consistent
with those delivered on the Effective Date, to the extent requested by the Administrative Agent.


 


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


 


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


 


(a)               
The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Revolving Lender
the then unpaid principal amount of each Revolving Loan on the Maturity Date, (ii) to the Administrative Agent the then unpaid amount
of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, and (iii) to the Administrative
Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and the 30th day after such
Overadvance is made.


 


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






    	 	-57-	 



     


    

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


 


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


 


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


 


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


 


SECTION 2.11              
Prepayment of Loans.


 


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


 


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


 


(c)               
In the event and on each occasion that any Net Proceeds are received by or on behalf of Parent or any other Loan Party in respect
of any Prepayment Event, the Borrowers shall, promptly after such Net Proceeds are received by Parent or any other Loan Party, prepay
the Obligations and cash collateralize the LC Exposure as set forth in Section 2.11(d) below in an aggregate amount equal to 100%
of such Net Proceeds, provided that, in the case of any event described in clause (a) or (b) of the definition of the term
"Prepayment Event", if the Borrower Representative shall deliver to the Administrative Agent a certificate of a Financial Officer
to the effect that the Loan Parties intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate),
within 180 days after receipt of such Net Proceeds, to acquire (or replace or rebuild) Real Property, Equipment or other tangible assets
(excluding Inventory) to be used in the business of the Loan Parties, and certifying that no Default has occurred and is continuing, then
either (i) so long as a Cash Dominion Period is not in effect, no prepayment shall be required pursuant to this paragraph in respect
of the Net Proceeds specified in such certificate or (ii) if a Cash Dominion Period is in effect, then, if the Net Proceeds specified
in such certificate are to be applied to acquire, replace or rebuild such assets by (A) the Borrowers, such Net Proceeds shall be
applied by the Administrative Agent to reduce the outstanding principal balance of the Revolving Loans (without a permanent reduction
of the Revolving Commitment) and upon such application, the Administrative Agent shall establish a Reserve against the Borrowing Base
in an amount equal to the amount of such proceeds so applied and (B) any Loan Party that is not a Borrower, such Net Proceeds shall
be deposited in a cash collateral account, and in the case of either (A) or (B), thereafter, such funds shall be made available to the
applicable Loan Party as follows:






    	 	-58-	 



     


    

(1)               
the Borrower Representative shall request a Revolving Borrowing (specifying that the request is to use Net Proceeds pursuant to
this Section) or the applicable Loan Party shall request a release from the cash collateral account be made in the amount needed;


 


(2)               
so long as the conditions set forth in Section 4.02 have been met, the Revolving Lenders shall make such Revolving Borrowing
or the Administrative Agent shall release funds from the cash collateral account; and


 


(3)               
in the case of Net Proceeds applied against the Revolving Borrowing, the Reserve established with respect to such insurance proceeds
shall be reduced by the amount of such Revolving Borrowing;


 


provided that to the extent of any such
Net Proceeds therefrom that have not been so applied by the end of such 180-day period, a prepayment shall be required at such time
in an amount equal to such Net Proceeds that have not been so applied; provided, further that the Borrowers shall not be
permitted to make elections to use Net Proceeds to acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding
inventory) with respect to Net Proceeds in any Fiscal Year in an aggregate amount in excess of $1,000,000.


 


(d)               
All prepayments made pursuant to Sections 2.11(a) and (c) shall be applied, first to prepay any Protective Advances and
Overadvances that may be outstanding, pro rata, second, to prepay Swingline Loans, third to prepay the Revolving Loans (excluding
Swingline Loans) without a corresponding reduction in the Revolving Commitments or the Swingline Commitment, as applicable, and to cash
collateralize outstanding LC Exposure. In addition, all prepayments required to be made pursuant to Section 2.11(c) with respect to (i)
the Net Proceeds of any Disposition of Equipment, or insurance or condemnation proceeds, arising from casualties or losses to cash of
Equipment, shall result in a dollar-for-dollar reduction in the Equipment Component or (ii) the Net Proceeds of any Disposition of real
property subject to a Mortgage, or insurance or condemnation proceeds, arising from casualties or losses to cash of real property subject
to a Mortgage, shall result in a dollar-for-dollar reduction in the Real Estate Component. If the precise amount of insurance or condemnation
proceeds allocable to Equipment, Fixtures and real property is not otherwise determined, the allocation and application of those proceeds
shall be determined by the Administrative Agent, in its Permitted Discretion.


 


(e)               
The Borrower Representative shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline
Lender) by telephone (confirmed by fax) or through Electronic System, if arrangements for doing so have been approved by the Administrative
Agent of any prepayment hereunder not later than 10:00 a.m., Chicago time, (A) in the case of prepayment of a Eurodollar Revolving
Borrowing, three (3) Business Days before the date of prepayment, or (B) in the case of prepayment of an ABR Revolving Borrowing,
one (1) Business Day before. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each
Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional
notice of termination of the Revolving Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked
if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating
to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving
Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided
in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid
Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break
funding payments pursuant to Section 2.16.






    	 	-59-	 



     


    

SECTION 2.12              
Fees.


 


(a)               
The Borrowers agree to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the
Applicable Commitment Fee Rate on the average daily amount of the Available Revolving Commitment of such Lender during the period from
and including the Effective Date to but excluding the date on which the Revolving Commitments terminate. Accrued commitment fees shall
be payable in arrears on the first day of each calendar month and on the date on which the Revolving Commitments terminate, commencing
on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall
be payable for the actual number of days elapsed (including the first day but excluding the last day).


 


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


 


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


 


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






    	 	-60-	 



     


    

SECTION 2.13              
Interest.


 


(a)               
The Loans comprising ABR Borrowings (including all Swingline Loans) shall bear interest at the ABR plus the Applicable Rate.


 


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


 


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


 


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


 


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


 


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


 


SECTION 2.14              
Alternate Rate of Interest; Illegality.


 


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


 


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






    	 	-61-	 



     


    

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


 


then the Administrative Agent shall give notice
thereof to the Borrower Representative and the Lenders through Electronic System as provided in Section 9.01 as promptly as practicable
thereafter and, until the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise
to such notice no longer exist, (A) any Interest Election Request that requests the conversion of any Borrowing to, or continuation
of any Borrowing as, a Eurodollar Borrowing shall be ineffective and any such Eurodollar Borrowing shall be repaid or converted into an
ABR Borrowing on the last day of the then current Interest Period applicable thereto, and (B) if any Borrowing Request requests a
Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.


 


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


 


(c)               
Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event, an Early Opt-in
Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date has occurred prior to the Reference
Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause
(1) or (2) of the definition of "Benchmark Replacement" for such Benchmark Replacement Date, such Benchmark Replacement will
replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark
settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y)
if a Benchmark Replacement is determined in accordance with clause (3) of the definition of "Benchmark Replacement" for such
Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document
in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of
such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this
Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to
such Benchmark Replacement from Lenders comprising the Required Lenders.


 


(d)               
Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph,
if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any
setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes
hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to,
or further action or consent of any other party to, this Agreement or any other Loan Document; provided that, this clause (c) shall
not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower Representative a Term SOFR Notice. For
the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event
and may do so in its sole discretion.






    	 	-62-	 



     


    

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


 


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


 


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


 


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






    	 	-63-	 



     


    

SECTION 2.15              
Increased Costs.


 


(a)               
If any Change in Law shall:


 


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


 


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


 


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


 


and the result of any of the foregoing shall be
to increase the cost to such Lender or such other Recipient of making, continuing, converting into or maintaining any Loan (or of maintaining
its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank or such other Recipient of participating
in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, the Issuing
Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender, the
Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing
Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.


 


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


 


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


 


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



    	 	-64-	 



     


    




SECTION 2.16              
Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last
day of an Interest Period applicable thereto (including as a result of an Event of Default or as a result of any prepayment pursuant to
Section 2.11), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto,
(c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant
hereto (regardless of whether such notice may be revoked under Section 2.09(d) and is revoked in accordance therewith), or (d) the
assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the
Borrower Representative pursuant to Section 2.19 or 9.02(d), then, in any such event, the Borrowers shall compensate each Lender
for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender
shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would
have accrued on the principal amount of such Eurodollar Loan had such event not occurred, at the Adjusted LIBO Rate that would have been
applicable to such Eurodollar Loan, for the period from the date of such event to the last day of the then current Interest Period therefor
(or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Eurodollar
Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such
Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other
banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive
pursuant to this Section shall be delivered to the Borrower Representative and shall be conclusive absent manifest error. The Borrowers
shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.


 


SECTION 2.17              
Withholding of Taxes; Gross-Up.


 


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


 


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


 


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






    	 	-65-	 



     


    

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


 


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


 


(f)                
Status of Lenders.


 


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


 


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


 


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






    	 	-66-	 



     


    

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


 


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


 


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


 


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


 


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


 


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






    	 	-67-	 



     


    

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


 


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


 


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


 


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






    	 	-68-	 



     


    

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


 


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


 


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


 


(b)               
All payments and any proceeds of Collateral received by the Administrative Agent (i) not constituting either (A) a specific payment
of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrowers), (B)
a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (C) amounts to be applied from the Collection Account
during a Cash Dominion Period (which shall be applied in accordance with Section 2.10(b)) or (ii) after an Event of Default has occurred
and is continuing and the Administrative Agent so elects or the Required Lenders so direct, shall be applied ratably first, to
pay any fees, indemnities, or expense reimbursements then due to the Administrative Agent and the Issuing Bank from the Borrowers (other
than in connection with Banking Services Obligations or Swap Agreement Obligations), second, to pay any fees, indemnities, or expense
reimbursements then due to the Lenders from the Borrowers (other than in connection with Banking Services Obligations or Swap Agreement
Obligations), third, to pay interest due in respect of the Overadvances and Protective Advances, fourth, to pay the principal
of the Overadvances and Protective Advances, fifth, to pay interest then due and payable on the Loans (other than the Overadvances
and Protective Advances) ratably, sixth, to prepay principal on the Loans (other than the Overadvances and Protective Advances)
and unreimbursed LC Disbursements, to pay an amount to the Administrative Agent equal to one hundred three percent (103%) of the aggregate
undrawn face amount of all outstanding Letters of Credit and the aggregate amount of any unpaid LC Disbursements, to be held as cash collateral
for such Obligations, to pay any amounts owing in respect to Banking Services Obligations up to and including the amount most recently
provided to the Administrative Agent pursuant to Section 2.22 for which Reserves have been established, and to pay any amounts owing in
respect of Swap Agreement Obligations up to and including the amount most recently provided to the Administrative Agent pursuant to Section
2.22 for which Reserves have been established, seventh, to payment of any amounts owing in respect of Banking Services Obligations
and Swap Agreement Obligations up to and including the amount most recently provided to the Administrative Agent pursuant to Section 2.22
and to the extent not paid pursuant to clause sixth above, and eighth, to the payment of any other Secured Obligation due to the
Administrative Agent or any Lender by the Borrowers.  Notwithstanding the foregoing amounts received from any Loan Party shall
not be applied to any Excluded Swap Obligation of such Loan Party. Notwithstanding anything to the contrary contained in this Agreement,
unless so directed by the Borrower Representative, or unless a Default is in existence, neither the Administrative Agent nor any Lender
shall apply any payment which it receives to any Eurodollar Loan of a Class, except (a) on the expiration date of the Interest Period
applicable thereto or (b) in the event, and only to the extent, that there are no outstanding ABR Loans of the same Class and, in any
such event, the Borrowers shall pay the break funding payment required in accordance with Section 2.16. The Administrative Agent and the
Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion
of the Secured Obligations.






    	 	-69-	 



     


    

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


 


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


 


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






    	 	-70-	 



     


    

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


 


SECTION 2.19              
Mitigation Obligations; Replacement of Lenders.


 


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


 


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






    	 	-71-	 



     


    

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


 


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


 


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






    	 	-72-	 



     


    

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


 


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


 


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


 


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


 


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


 


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


 


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


 


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






    	 	-73-	 



     


    

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


 


In the event that each of
the Administrative Agent, the Borrowers, the Swingline Lender and the Issuing Bank agrees that a Defaulting Lender has adequately remedied
all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders shall be readjusted
to reflect the inclusion of such Lender's Revolving Commitment and on the date of such readjustment such Lender shall purchase at par
such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order
for such Lender to hold such Loans in accordance with its Applicable Percentage.


 


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


 


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






    	 	-74-	 



     


    

ARTICLE III


 


Representations
and Warranties.


 


Each Loan Party represents and
warrants to the Lenders that:


 


SECTION 3.01              
Corporate Existence; Compliance with Law. Each Loan Party (a) is a corporation, limited liability company or limited partnership
duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set
forth in Schedule 3.01; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its
ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified
would not result in exposure to losses or liabilities which could reasonably be expected to have a Material Adverse Effect; (c) has the
requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease
the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; (d) subject to specific
representations set forth herein regarding Environmental Laws, has all material licenses, permits, consents or approvals from or by, and
has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required
for such ownership, operation and conduct; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as
applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in
compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, would not reasonably
be expected to have a Material Adverse Effect.


 


SECTION 3.02              
Executive Offices, Collateral Locations, FEIN. As of the Effective Date, each Loan Party's name as it appears in official
filings in its state of incorporation or organization, state of incorporation or organization, organization type, organization number,
if any, issued by its state incorporation or organization, and the current location of each Loan Party's chief executive office and the
warehouses and premises at which any Collateral is located are set forth in Schedule 3.02, and none of such locations has changed
within four (4) months preceding the Effective Date except as set forth on Schedule 3.02. In addition, Schedule 3.02 lists
the federal employer identification number of each Loan Party.


 


SECTION 3.03              
Corporate Power, Authorization, Enforceable Obligations. The execution, delivery and performance by each Loan Party of the
Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's power; (b) have
been duly authorized by all necessary corporate, limited liability company or limited partnership action; (c) do not contravene any provision
of such Person's charter, bylaws or partnership or operating agreement as applicable; (d) do not violate any law or regulation, or any
order or decree of any court or Governmental Authority; (e) do not conflict with or result in the breach or termination of, constitute
a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, material
lease, material agreement or other material instrument to which such Person is a party or by which such Person or any of its property
is bound; (f) do not result in the creation or imposition of any Lien upon any of the material property of such Person other than those
in favor of Administrative Agent, on behalf of itself and the Secured Parties, pursuant to the Loan Documents; and (g) do not require
the consent or approval of any Governmental Authority or any other Person, except those referred to in Section 4.01, all of which
will have been duly obtained, made or complied with prior to the Effective Date. Each of the Loan Documents shall be duly executed and
delivered by each Loan Party that is a party thereto and each such Loan Document shall constitute a legal, valid and binding obligation
of such Loan Party enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency,
fraudulent conveyance or similar laws affecting creditors' rights generally and general principles of equity (regardless of whether the
application of such principles is considered in a proceeding in equity or at law).



    	 	-75-	 



     


    




SECTION 3.04              
Financial Statements and Projections.


 


Except for the Projections,
all Financial Statements concerning Borrowers and their Subsidiaries that are referred to below have been prepared in accordance with
GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial
Statements, for the absence of footnotes and normal year-end audit adjustments) and present fairly in all material respects the financial
position of the Persons covered thereby as at the dates thereof and the results of their operations and cash flows for the periods then
ended.


 


(a)               
Financial Statements. The following Financial Statements have been delivered on or prior to the date hereof:


 


(i)                
The audited consolidated balance sheets at December 31, 2020 and the related statements of income and cash flows of Borrowers and
their Subsidiaries for the Fiscal Year then ended, certified by KPMG LLC.


 


(ii)              
The unaudited balance sheet at June 30, 2020 and the related statement of income and cash flows of Borrowers for the two Fiscal
Quarters then ended.


 


(b)               
Projections. The Projections delivered on the date hereof and attached hereto as Schedule 3.04 have been prepared
by Borrowers in light of the past operations of its businesses, but including future payments of known contingent liabilities, and reflect
projections through December 31, 2021 on a month-by-month basis and on a year-by-year basis with respect to income statements only through
December 31, 2025. Except as otherwise disclosed therein, the Projections are based upon the same accounting principles as those used
in the preparation of the financial statements described above and reflect Borrowers' good faith and reasonable estimates of the future
financial performance of Borrowers for the period set forth therein based on good faith assumptions made in light of current conditions
and current facts known to Borrowers. The Projections are not a guaranty of future performance, and actual results may differ from the
Projections and such differences may be material.


 


SECTION 3.05              
Material Adverse Effect.


 


Between December 31, 2020 and
the Effective Date, (a) no Loan Party has incurred any obligations, contingent or noncontingent liabilities, liabilities for charges,
long-term leases or unusual forward or long-term commitments that are not reflected in the Financial Statements or Projections delivered
pursuant to Section 3.04 and that, alone or in the aggregate, would reasonably be expected to have a Material Adverse Effect, (b)
no contract, lease or other agreement or instrument has been entered into by any Loan Party or has become binding upon any Loan Party's
assets and no law or regulation applicable to any Loan Party has been adopted that has had or would reasonably be expected to have a Material
Adverse Effect, and (c) no Loan Party is in default and to the best of Borrowers' knowledge no third party is in default under any material
contract, lease or other agreement or instrument, that alone or in the aggregate would reasonably be expected to have a Material Adverse
Effect. Since December 31, 2020, there has been no Material Adverse Effect.


 


SECTION 3.06              
Ownership of Property; Liens.


 


As of the Effective Date, the
real estate ("Real Estate") listed in Schedule 3.06 constitutes all of the real property owned, leased, subleased,
or used by any Loan Party. Each Loan Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable
leasehold interests in all of its leased Real Estate, all as described on Schedule 3.06, and copies of all such leases or a summary
of terms thereof reasonably satisfactory to Administrative Agent have been delivered or otherwise made available to Administrative Agent.
Schedule 3.06 further describes any Real Estate with respect to which any Loan Party is a lessor, sublessor or assignor as of the
Effective Date. Each Loan Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and
assets. As of the Effective Date, none of the properties and assets of any Loan Party are subject to any Liens other than Permitted Encumbrances,
and there are no facts, circumstances or conditions known to any Loan Party that may result in any Liens (including Liens arising under
Environmental Laws) other than Permitted Encumbrances. Each Loan Party has received all deeds, assignments, waivers, consents, bills of
sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect
such Loan Party's right, title and interest in and to all such Real Estate and other properties and assets. Schedule 3.06 also
describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Effective
Date, no portion of any Loan Party's Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore
been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Effective Date, all material
permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes
for which it is currently occupied and used have been lawfully issued and are in full force and effect.



    	 	-76-	 



     


    




SECTION 3.07              
Labor Matters. Except as set forth on Schedule 3.07, as of the Effective Date: (a) no strikes or other material labor
disputes against any Loan Party are pending or, to any Loan Party's knowledge, threatened; (b) hours worked by and payment made to employees
of each Loan Party comply with the Fair Labor Standards Act and each other federal, state, local or foreign law applicable to such matters;
(c) all payments due from any Loan Party for employee health and welfare insurance have been paid or accrued as a liability on the books
of such Loan Party; (d) no Loan Party is a party to or bound by any collective bargaining agreement, management agreement, employment
agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement
which has not been made available to Administrative Agent; (e) there is no organizing activity involving any Loan Party pending or, to
any Loan Party's knowledge, threatened by any labor union or group of employees; (f) there are no representation proceedings pending or,
to any Loan Party's knowledge, threatened with the National Labor Relations Board, and no labor organization or group of employees of
any Loan Party has made a pending demand for recognition; and (g) there are no material complaints or charges against any Loan Party
pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising
out of, in connection with, or otherwise relating to the employment or termination of employment by any Loan Party of any individual.


 


SECTION 3.08              
Ventures, Subsidiaries and Affiliates; Outstanding Stock and Indebtedness. Except as set forth in Schedule 3.08,
as of the Effective Date, no Loan Party has any Subsidiaries, is engaged in any joint venture or partnership with any other Person, or
is an Affiliate of any other Person. All of the issued and outstanding Stock of each Loan Party (other than Parent, which is publicly
traded) is owned by each of the Stockholders and in the amounts set forth in Schedule 3.08. Except as set forth in Schedule
3.08, there are no outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Loan Party
may be required to issue, sell, repurchase or redeem any of its Stock or other equity securities or any Stock or other equity securities
of its Subsidiaries. All outstanding Indebtedness and Guaranteed Indebtedness of each Loan Party as of the Effective Date (except for
the Obligations) is described in Section 6.03 (including Schedule 6.03).


 


SECTION 3.09              
Government Regulation. No Loan Party is an "investment company" or an "affiliated person" of, or "promoter"
or "principal underwriter" for, an "investment company," as such terms are defined in the Investment Company Act of
1940. No Loan Party is subject to regulation under the Public Utility Holding Company Act of 2005, the Federal Power Act, or any other
federal or state statute that restricts or limits its ability to incur Indebtedness or to perform its obligations hereunder. The making
of the Loans by Lenders to Borrowers, the incurrence of the LC Exposure on behalf of Borrowers, the application of the proceeds thereof
and repayment thereof and the consummation of the Transactions will not violate any provision of any such statute or any rule, regulation
or order issued by the Securities and Exchange Commission.






    	 	-77-	 



     


    

SECTION 3.10              
Margin Regulations. No Loan Party is engaged, nor will it engage, principally or as one of its important activities, in
the business of extending credit for the purpose of "purchasing" or "carrying" any "margin stock" as such
terms are defined in Regulation U of the Federal Reserve Board as now and from time to time hereafter in effect (such securities being
referred to herein as "Margin Stock"). No Loan Party owns any Margin Stock (except to the extent received in satisfaction
of claims in a bankruptcy proceeding or the like), and none of the proceeds of the Loans or other extensions of credit under this Agreement
will be used, directly or indirectly, for the purpose of purchasing or carrying any Margin Stock, for the purpose of reducing or retiring
any Indebtedness that was originally incurred to purchase or carry any Margin Stock or for any other purpose that might cause any of the
Loans or other extensions of credit under this Agreement to be considered a "purpose credit" within the meaning of Regulations
T, U or X of the Federal Reserve Board. No Loan Party will take or permit to be taken any action that might cause any Loan Document to
violate any regulation of the Federal Reserve Board.


 


SECTION 3.11              
Taxes.


 


Except as set forth in Schedule
3.11, all federal and other material tax returns, reports and statements, including information returns, required by any Governmental
Authority to be filed by any Loan Party have been filed with the appropriate Governmental Authority, and all Charges have been paid prior
to the date on which any fine, penalty, interest or late charge may be added thereto for nonpayment thereof, excluding Charges or other
amounts being contested in accordance with Section 5.04(b) and unless the failure to so file or pay would not reasonably be expected to
result in fines, penalties or interest in excess of $1,000,000 in the aggregate. Proper and accurate amounts have been withheld by each
Loan Party from its respective employees for all periods in full and complete compliance with all applicable federal, state, local and
foreign laws and such withholdings have been timely paid to the respective Governmental Authorities. Schedule 3.11 sets forth as
of the Effective Date those taxable years for which any Loan Party's tax returns are currently being audited by the IRS or any other applicable
Governmental Authority and any assessments or threatened assessments in connection with such audit, or otherwise currently outstanding.
Except as described in Schedule 3.11, as of the Effective Date, no Loan Party has executed or filed with the IRS or any other Governmental
Authority any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any
Charges. Except as set forth in Schedule 3.11, none of the Loan Parties and their respective predecessors are liable for any Charges:
(a) under any agreement (including any tax sharing agreements) or (b) to each Loan Party's knowledge, as a transferee. As of the Effective
Date, no Loan Party has agreed or been requested to make any adjustment under IRC Section 481(a), by reason of a change in accounting
method or otherwise, which would reasonably be expected to have a Material Adverse Effect.


 


SECTION 3.12              
ERISA.


 


(a)               
Schedule 3.12 lists as of the Effective Date, all Plans and separately identifies all Pension Plans, including Title IV
Plans, Multiemployer Plans, ESOPs and Welfare Plans, including all Retiree Welfare Plans. Copies of all such listed Plans (other than
any Multiemployer Plan), together with a copy of the latest form IRS/DOL 5500-series for each such Plan required to file such form have
been delivered to Administrative Agent. Except with respect to Multiemployer Plans, each Qualified Plan has been determined by the IRS
to qualify under Section 401 of the IRC, the trusts created thereunder have been determined to be exempt from tax under the provisions
of Section 501 of the IRC, and, to the knowledge of any Loan Party, nothing has occurred that would cause the loss of such qualification
or tax-exempt status. Each Plan is in compliance in all material respects with the applicable provisions of ERISA and the IRC, including
the timely filing of all reports required under the IRC or ERISA, including the statement required by 29 CFR Section 2520.104-23.
Neither any Loan Party nor ERISA Affiliate has failed to make any material contribution or pay any material amount due as required by
either Section 412 of the IRC or Section 302 of ERISA or the terms of any such Plan. Neither any Loan Party nor ERISA Affiliate has engaged
in a "prohibited transaction," as defined in Section 406 of ERISA and Section 4975 of the IRC, in connection with any Plan,
that would subject any Loan Party to a material tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the
IRC.






    	 	-78-	 



     


    

(b)               
Except as set forth in Schedule 3.12: (i) no Title IV Plan has any material Unfunded Pension Liability; (ii) no ERISA Event
or event described in Section 4062(e) of ERISA with respect to any Title IV Plan has occurred or is reasonably expected to occur; (iii)
there are no pending, or to the knowledge of any Loan Party, threatened material claims (other than claims for benefits in the normal
course), sanctions, actions or lawsuits, asserted or instituted against any Plan or any Person as fiduciary or sponsor of any Plan; (iv)
no Loan Party or ERISA Affiliate has incurred or reasonably expects to incur any material liability as a result of a complete or partial
withdrawal from a Multiemployer Plan; (v) within the last five years no Title IV Plan of any Loan Party or ERISA Affiliate has been terminated,
whether or not in a "standard termination" as that term is used in Section 4041 of ERISA, nor has any Title IV Plan of any Loan
Party or ERISA Affiliate (determined at any time within the past five years) with material Unfunded Pension Liabilities been transferred
outside of the "controlled group" (within the meaning of Section 4001(a)(14) of ERISA) of any Loan Party or ERISA Affiliate;
(vi) except in the case of any ESOP or other "eligible individual account plan" as defined in Section 407(d)(3) of ERISA,
Stock of all Loan Parties and their ERISA Affiliates makes up, in the aggregate, no more than 10% of fair market value of the assets of
any Plan measured on the basis of fair market value as of the latest valuation date of any Plan; and (vii) no liability under any
Title IV Plan has been satisfied with the purchase of a contract from an insurance company that is not rated AAA by the Standard &
Poor's Corporation or an equivalent rating by another nationally recognized rating agency.


 


SECTION 3.13              
Litigation.


 


No action, claim, lawsuit, demand,
investigation or proceeding is now pending or, to the knowledge of any Loan Party, threatened against any Loan Party, before any Governmental
Authority or before any arbitrator or panel of arbitrators (collectively, "Litigation"), (a) that challenges any
Loan Party's right or power to enter into or perform any of its obligations under the Loan Documents to which it is a party, or the validity
or enforceability of any Loan Document or any action taken thereunder, or (b) that has a reasonable risk of being determined adversely
to any Loan Party and that, if so determined, would reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule
3.13, as of the Effective Date there is no Litigation pending or, to the best of any Loan Party's knowledge, threatened that seeks
damages in excess of $1,000,000 (to the extent not covered by insurance for which the applicable insurance carrier has been notified and
has not refused or declined coverage with respect thereto) or injunctive relief against, or alleges criminal misconduct of, any Loan Party.


 


SECTION 3.14              
Brokers. Except as set forth on Schedule 3.14, no broker or finder acting on behalf of any Loan Party or Affiliate
thereof brought about the obtaining, making or closing of the Loans or the Transactions, and no Loan Party or Affiliate thereof has any
obligation to any Person in respect of any finder's or brokerage fees in connection therewith.


 


SECTION 3.15              
Intellectual Property. As of the Effective Date, each Loan Party owns or has rights to use all material Intellectual Property
necessary to continue to conduct its business as now conducted by it or presently proposed to be conducted by it and each Patent, Trademark,
Copyright and License reasonably necessary to continue to conduct its business as now conducted by it or presently proposed to be conducted
by it other than any such License that may be acquired by purchase or license of a commodity or off-the-shelf software or other product,
is listed, together with application or registration numbers, as applicable, in Schedule 3.15. Each Loan Party conducts its business
and affairs without infringement of or interference in any material respect with any Intellectual Property of any other Person which is
material to a Loan Party. Except as set forth in Schedule 3.15, no Loan Party is aware of any material infringement claim by any
other Person with respect to any Intellectual Property.






    	 	-79-	 



     


    

SECTION 3.16              
Full Disclosure.


 


(a)               
No information contained in this Agreement, any of the other Loan Documents, any Projections, Financial Statements or Collateral
reports or other written reports from time to time prepared by any Loan Party and delivered hereunder or any written statement prepared
by any Loan Party and furnished by or on behalf of any Loan Party to Administrative Agent or any Lender pursuant to the terms of this
Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to
make the statements contained herein or therein not misleading in light of the circumstances under which they were made. Projections from
time to time delivered hereunder are or will be based upon the estimates and assumptions stated therein, all of which Borrowers believed
at the time of delivery to be reasonable and fair in light of current conditions and current facts known to Borrowers as of such delivery
date, and reflect Borrowers' good faith and reasonable estimates of the future financial performance of Borrowers and of the other information
projected therein for the period set forth therein. Such Projections are not a guaranty of future performance and actual results may differ
from those set forth in such Projections and such differences may be material. The Liens granted to Administrative Agent, on behalf of
itself and the Secured Parties, pursuant to the Loan Documents will at all times be fully perfected first priority Liens in and to the
Collateral described therein, subject, as to priority, only to Permitted Encumbrances.


 


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


 


SECTION 3.17              
Environmental Matters.


 


(a)               
Except as set forth in Schedule 3.17 or as disclosed in the environmental assessments delivered to the Administrative Agent
pursuant to Section 4.01(o)(viii), as of the Effective Date: (i) the Real Estate is free of contamination from any Hazardous Material
except for such contamination that would not adversely impact the value or marketability of such Real Estate and that would not result
in Environmental Liabilities that, to the extent not covered by insurance, would reasonably be expected to exceed $1,000,000; (ii) no
Loan Party has caused or suffered to occur any material Release of Hazardous Materials on, at, in, under, above, to, from or about any
of its Real Estate; (iii) the Loan Parties are and have been in compliance with all Environmental Laws, except for such noncompliance
that would not result in Environmental Liabilities which would reasonably be expected to exceed $1,000,000; (iv) the Loan Parties have
obtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective
businesses as presently conducted or as proposed to be conducted, except where the failure to so obtain or comply with such Environmental
Permits would not result in Environmental Liabilities that would reasonably be expected to exceed $1,000,000, and all such Environmental
Permits are valid, uncontested and in good standing; (v) no Loan Party is involved in operations or knows of any facts, circumstances
or conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Liabilities of such Loan
Party which, to the extent not covered by insurance, would reasonably be expected to exceed $1,000,000; (vi) there is no Litigation arising
under or related to any Environmental Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or
expenses in excess of $1,000,000 or injunctive relief against, or that alleges criminal misconduct by, any Loan Party; (vii) no notice
has been received by any Loan Party identifying it as a "potentially responsible party" or requesting information under CERCLA
or analogous state statutes, and to the knowledge of the Loan Parties, there are no facts, circumstances or conditions that may result
in any Loan Party being identified as a "potentially responsible party" under CERCLA or analogous state statutes; and (viii)
the Loan Parties have provided to Administrative Agent copies of all existing environmental reports, reviews and audits pertaining to
actual or potential Environmental Liabilities, in each case relating to any Loan Party and in each case to the extent in any Loan Party's
possession or control.






    	 	-80-	 



     


    

(b)               
Each Loan Party hereby acknowledges and agrees that Administrative Agent (i) is not now, and has not ever been, in control of any
of the Real Estate or any Loan Party's affairs, and (ii) does not have the capacity through the provisions of the Loan Documents or otherwise
to influence any Loan Party's conduct with respect to the ownership, operation or management of any of its Real Estate or compliance with
Environmental Laws or Environmental Permits.


 


SECTION 3.18              
Insurance. Each Loan Party and each of their respective Subsidiaries
and their respective properties are insured with financially sound and reputable insurance companies which are not Affiliates of the Borrower,
in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and
owning similar properties in localities where such Person operates.  A true and complete listing of such insurance, including issuers,
coverages and deductibles, has been provided to Administrative Agent.


 


SECTION 3.19              
Deposit Accounts. Schedule 3.19 lists all banks and other financial institutions at which any Loan Party maintains
deposit or other accounts as of the Effective Date, and such Schedule correctly identifies the name, address and telephone number of each
depository, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor.


 


SECTION 3.20              
Government Contracts. Except as set forth in Schedule 3.20, as of the Effective Date, no Loan Party is a party to
any contract or agreement with any Governmental Authority and no Loan Party's Accounts are subject to the Federal Assignment of Claims
Act (31 U.S.C. Section 3727) or any similar state or local law.


 


SECTION 3.21              
Customer and Trade Relations. As of the Effective Date, there exists no actual or, to the knowledge of any Loan Party, threatened
termination or cancellation of, or any material adverse modification or change in: the business relationship of any Loan Party with any
customer or group of customers whose purchases during the preceding twelve (12) months caused them to be ranked among the ten largest
customers of such Loan Party; or the business relationship of any Loan Party with any supplier essential to its operations.


 


SECTION 3.22              
Bonding; Licenses. Except as set forth on Schedule 3.22, as of the Effective Date, no Loan Party is a party to or
bound by any surety bond agreement or bonding requirement with respect to products or services sold by it or any material trademark or
patent license agreement with respect to products sold by it.


 


SECTION 3.23              
Solvency. Both before and after giving effect to (a) the Loans and LC Exposure to be made or incurred on the Effective Date
or such other date as Loans and Letters of Credit requested hereunder are made or incurred, (b) the disbursement of the proceeds of such
Loans pursuant to the instructions of Borrowers, (c) the consummation of the other Transactions and (d) the payment and accrual of all
transaction costs in connection with the foregoing, each Loan Party is and will be Solvent.


 


SECTION 3.24              
Anti-Corruption Laws and Sanctions. Each Loan Party has implemented and maintains in effect policies and procedures designed
to ensure compliance by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption
Laws and applicable Sanctions, and such Loan Party, its Subsidiaries and their respective officers and directors and, to the knowledge
of such Loan Party, its employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects.
None of (a) any Loan Party, any Subsidiary or any of their respective directors, officers or, to the knowledge of any such Loan Party
or Subsidiary, employees, or (b) to the knowledge of any such Loan Party or Subsidiary, any agent of such Loan Party or any Subsidiary
that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing
or Letter of Credit, use of proceeds, Transaction or other transaction contemplated by this Agreement or the other Loan Documents will
violate Anti-Corruption Laws or applicable Sanctions.






    	 	-81-	 



     


    

SECTION 3.25              
Affected Financial Institutions. No Loan Party is an Affected Financial Institution.


 


ARTICLE IV


 


Conditions.


 


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


 


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


 


(b)               
Financial Statements and Projections. The Lenders shall have received (i) the Financial Statements described in Section
3.04(a), and such unaudited financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material
adverse change in the consolidated financial condition of Borrowers and their Subsidiaries, as reflected in the audited, consolidated
financial statements described in Section 3.04(a) and (ii) satisfactory Projections as described in Section 3.04(b).


 


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






    	 	-82-	 



     


    

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


 


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


 


(f)                
Lien Searches. The Administrative Agent shall have received the results of a recent lien search in each jurisdiction where
the Loan Parties are organized and where the assets of the Loan Parties are located, and such search shall reveal no Liens on any of the
assets of the Loan Parties except for Liens permitted by Section 6.07 or discharged on or prior to the Effective Date pursuant to
a pay-off letter or other documentation satisfactory to the Administrative Agent.


 


(g)               
Pay-Off Letter. The Administrative Agent shall have received satisfactory pay-off letters for all existing Indebtedness
to be repaid from the proceeds of the initial Borrowing, confirming that all Liens upon any of the property of the Loan Parties constituting
Collateral will be terminated concurrently with such payment and all letters of credit issued or guaranteed as part of such Indebtedness
shall have been cash collateralized or supported by a Letter of Credit.


 


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


 


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


 


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


 


(k)               
Borrowing Base Certificate. The Administrative Agent shall have received a Borrowing Base Certificate which calculates the
Borrowing Base as of the end of the month immediately preceding the Effective Date.


 


(l)                
Closing Availability. After giving effect to all Borrowings to be made on the Effective Date, the issuance of any Letters
of Credit on the Effective Date and the payment of all fees and expenses due hereunder, and with all of the Loan Parties' indebtedness,
liabilities, and obligations current, the Availability shall not be less than $50,000,000.


 


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






    	 	-83-	 



     


    

(n)               
Filings, Registrations and Recordings. Each document (including any Uniform Commercial Code financing statement) required
by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order
to create in favor of the Administrative Agent, for the benefit of itself, the Lenders and the other Secured Parties, a perfected Lien
on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted
by Section 6.07), shall be in proper form for filing, registration or recordation.


 


(o)               
Mortgages, etc. The Administrative Agent shall have received, with respect to each parcel of real property which is required
to be subject to a Lien in favor of the Administrative Agent, each of the following, in form and substance reasonably satisfactory to
the Administrative Agent:


 


(i)                
a Mortgage on such property;


 


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


 


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


 


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


 


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


 


(vi)             
if any such parcel of real property is determined by the Administrative Agent or any Lender to be in a "Special Flood Hazard
Area" as designated on maps prepared by the Federal Emergency Management Agency, a flood notification form signed by the Borrower
Representative and evidence that flood insurance is in place for the building and contents, all in form, substance and amount satisfactory
to the Administrative Agent and each Lender;


 


(vii)           
a current appraisal of the real property prepared by an appraiser reasonably acceptable to the Administrative Agent, such appraisal
to be in form and substance satisfactory to the Administrative Agent and each Lender;


 


(viii)         
an environmental assessment of the real property prepared by an environmental engineer reasonably acceptable to the Administrative
Agent, and accompanied by such reports, certificates, studies or data as the Administrative Agent may reasonably require, all in form
and substance satisfactory to the Administrative Agent and each Lender; and


 


(ix)             
such other information, documentation, and certifications as may be reasonably required by the Administrative Agent.


 


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



    	 	-84-	 



     


    




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


 


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


 


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


 


(t)                
Field Examination. The Administrative Agent or its designee shall have conducted a field examination of the Borrowers' Accounts,
Inventory and related working capital matters and of the Borrowers' related data processing and other systems, the results of which shall
be satisfactory to the Administrative Agent in its sole discretion.


 


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


 


(v)               
Appraisal(s). The Administrative Agent shall have received appraisals of the Borrowers' Inventory and real property from
one or more firms satisfactory to the Administrative Agent, which appraisals shall be satisfactory to the Administrative Agent
in its sole discretion.


 


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


 


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


 


The Administrative Agent shall notify the Borrowers,
the Lenders and the Issuing Bank of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing,
the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless
each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 2:00 p.m., Chicago time, on September
29, 2021 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).


 


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


 


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






    	 	-85-	 



     


    

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


 


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


 


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


 


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


 


ARTICLE V


 


Affirmative
Covenants.


 


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


 


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


 


(a)               
within ninety (90) days after the end of each fiscal year of Parent, its audited consolidated (and, upon request of Administrative
Agent, unaudited consolidating) balance sheet and related statements of operations, stockholders' equity and cash flows as of the end
of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by independent
public accountants of recognized national standing or otherwise acceptable to Administrative Agent (without a "going concern"
or like qualification, commentary or exception and without any qualification or exception as to the scope of such audit) to the effect
that such consolidated Financial Statements present fairly in all material respects the financial condition and results of operations
of Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, accompanied by any management
letter prepared by said accountants;


 


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






    	 	-86-	 



     


    

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


 


(d)               
on or prior to the last date for delivery of financial statements under clause (a), (b) or (c) (solely with respect to such financial
information delivered at the end of the first two (2) Fiscal Months of each Fiscal Quarter) above, as applicable, a Compliance Certificate
(i) certifying, in the case of the financial statements delivered under clause (b) or (c), as presenting fairly in all material respects
the financial condition and results of operations of the Parent and its consolidated Subsidiaries on a consolidated basis in accordance
with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, (ii) certifying as to
whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken
with respect thereto, (iii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.10 (and,
even if no Covenant Testing Period is then in effect, reasonably detailed calculations of the Fixed Charge Coverage Ratio) and (iv) stating
whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in
Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying
such certificate;


 


(e)               
concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported
on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements
of any Default (which certificate may be limited to the extent required by accounting rules or guidelines);


 


(f)                
as soon as available but in any event no later than thirty (30) days following the end of each Fiscal Year of Parent, a copy of
the plan and forecast (including a projected consolidated and consolidating balance sheet, income statement and cash flow statement) of
Parent for each month of the following Fiscal Year approved by or otherwise presented to and reviewed by the Board of Directors of Parent
and otherwise in form reasonably satisfactory to the Administrative Agent;


 


(g)               
as soon as available but in any event within twenty (20) days of the end of each calendar month (and during an Increased Reporting
Period, on the third Business Day of each calendar week, as of the last day of the prior week), and at such other times as may be reasonably
requested by the Administrative Agent, as of the period then ended:


 


(i)                
a Borrowing Base Certificate and supporting information in connection therewith (including, in respect of any Borrowing Base Certificate
delivered for a month which is also the end of any Fiscal Quarter of Parent, a calculation of Average Quarterly Availability for such
quarter then ended and an indication of what the Applicable Rate is as a result of such Average Quarterly Availability), together with
any additional reports with respect to the Borrowing Base as the Administrative Agent may reasonably request; and the PP&E Component
of the Borrowing Base shall be updated (i) from time to time upon receipt of periodic valuation updates received from the Administrative
Agent's asset valuation experts, (ii) concurrently with the sale or commitment to sell any assets constituting part of the PP&E
Component, (iii) in the event such assets are idled for any reason other than routine maintenance or repairs for a period in excess
of ten (10) consecutive days, and (iv) in the event that the value of such assets is otherwise impaired, as determined by the Administrative
Agent in its Permitted Discretion; and






    	 	-87-	 



     


    

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


 


(h)               
as soon as available but in any event twenty (20) days of the end of each calendar month and at such other times as may be reasonably
requested by the Administrative Agent, as of the period then ended, all delivered electronically in a text formatted file acceptable to
the Administrative Agent;


 


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


 


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


 


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


 


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


 


(v)               
as of the period then ended, a schedule and aging of the Borrowers' accounts payable, delivered electronically in a text formatted
file acceptable to the Administrative Agent; and


 


(vi)             
as of the period then ended, a roll-forward calculation of dilution for such period;


 


(i)                
as soon as available after the end of each calendar month, a slow-moving analysis with respect to Huttig-Grip Inventory;






    	 	-88-	 



     


    

(j)                
promptly upon the Administrative Agent's reasonable request:


 


(i)                
an updated customer list for each Borrower and its Subsidiaries, which list shall state the customer's name, mailing address and
phone number, delivered electronically in a text formatted file acceptable to the Administrative Agent and certified as true and correct
by a Financial Officer of the Borrower Representative;


 


(ii)              
a certificate of good standing or the substantive equivalent available in the jurisdiction of incorporation, formation or organization
for each Loan Party from the appropriate governmental officer in such jurisdiction;


 


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


 


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


 


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


 


(vi)             
as of the period then ended, the Borrowers' sales journal, cash receipts journal (identifying trade and non-trade cash receipts)
and debit memo/credit memo journal;


 


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


 


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


 


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


 


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






    	 	-89-	 



     


    

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


 


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


 


Parent represents and warrants
that each of it, and its Controlling and Controlled entities, in each case, if any (collectively with the Borrowers, the "Relevant
Entities"), either (i) has no SEC registered or unregistered, publicly traded securities outstanding, or (ii) files
its financial statements with the SEC and/or makes its financial statements available to potential holders of its securities, and, accordingly,
Parent hereby (A) authorizes the Administrative Agent to make the financial statements to be provided under Section 5.01(a), (b)
and (c) above (collectively or individually, as the context requires, the "Financial Statements"), along with the Loan
Documents, available to Public-Siders and (B) agree that at the time such Financial Statements are provided hereunder, they shall
already have been made available to holders of any such securities. Parent will not request that any other material be posted to Public-Siders
without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public
information within the meaning of the federal securities laws or that the Relevant Entities have no outstanding SEC registered or unregistered,
publicly traded securities. Notwithstanding anything herein to the contrary, in no event shall Parent request that the Administrative
Agent make available to Public-Siders budgets or any certificates, reports or calculations with respect to the Borrowers' compliance with
the covenants contained herein or with respect to the Borrowing Base.


 


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


 


(a)               
within five (5) Business Days after a Responsible Officer of a Borrower has actual knowledge thereof, the occurrence of any Default;






    	 	-90-	 



     


    

(b)               
receipt of any notice of any investigation by a Governmental Authority or any litigation or Proceeding commenced or threatened
against any Loan Party or any Subsidiary that (i) seeks damages in excess of $1,000,000, (ii) seeks injunctive relief, (iii) is
asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party or any
Subsidiary, (v) alleges the violation of, or seeks to impose remedies under, any Environmental Law or related Requirement of Law,
or seeks to impose Environmental Liability, (vi) asserts liability on the part of any Loan Party or any Subsidiary in excess of $1,000,000
in respect of any tax, fee, assessment, or other governmental charge, or (vii) involves any product recall;


 


(c)               
any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral, in each case with a value
in excess of $500,000;


 


(d)               
any loss, damage, or destruction to the Collateral in the amount of $100,000 or more, whether or not covered by insurance;


 


(e)               
within two (2) Business Days of receipt thereof, any and all default notices received under or with respect to any leased location
or public warehouse where Collateral with a value in excess of $100,000 is located;


 


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


 


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


 


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


 


(i)                
within five (5) Business Days after a Responsible Officer of a Borrower has actual knowledge thereof, any other development that
results, or could reasonably be expected to result in, a Material Adverse Effect; and


 


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


 


Each notice delivered under this Section (i) shall
be in writing, (ii) shall contain a heading or a reference line that reads "Notice under Section 5.02 of Credit Agreement" and
(iii) shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative setting forth
the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.


 


SECTION 5.03              
Maintenance of Existence and Conduct of Business; Maintenance of Properties. Each Loan Party shall: (a) do or cause to be
done all things necessary to preserve and keep in full force and effect its corporate existence and its material rights and franchises;
(b) continue to conduct its business substantially as now conducted or as otherwise permitted hereunder; (c) at all times maintain, preserve
and protect all of its assets and properties used or useful in the conduct of its business, and keep the same in good repair, working
order and condition in all material respects (taking into consideration ordinary wear and tear) and from time to time make, or cause to
be made, all necessary or appropriate repairs, replacements and improvements thereto consistent with industry practices; and (d) transact
business only in such corporate and trade names as are set forth in Schedule 5.03. The foregoing shall not obligate the Loan Parties
to operate any specific location or limit the Loan Parties' rights under Section 6.08.






    	 	-91-	 



     


    

SECTION 5.04              
Payment of Charges.


 


(a)               
Subject to Section 5.04(b), each Loan Party shall pay and discharge or cause to be paid and discharged promptly all Charges payable
by it, including (i) except as to Charges identified in Schedule 3.11, Charges imposed upon it, its income and profits, or
any of its property (real, personal or mixed) and all Charges with respect to tax, social security and unemployment withholding with respect
to its employees, (ii) lawful claims for labor, materials, supplies and services or otherwise, and (iii) all storage or rental
charges payable to warehousemen and bailees, in each case, before any thereof shall become past due, except in the case of clauses
(ii) and (iii) where the failure to pay or discharge such Charges would not result in aggregate liabilities in excess of $1,000,000.


 


(b)               
Each Loan Party may in good faith contest, by appropriate proceedings, the validity or amount of any Charges, Taxes or claims described
in Section 5.04(a); provided, that (i) adequate reserves with respect to such contest are maintained on the books of such Loan
Party, in accordance with GAAP; (ii) no Lien shall be imposed to secure payment of such Charges (other than payments to warehousemen and/or
bailees) that is superior to any of the Liens securing payment of the Obligations and such contest is maintained and prosecuted continuously
and with diligence and operates to suspend collection or enforcement of such Charges, (iii) none of the Collateral becomes subject to
forfeiture or loss as a result of such contest, and (iv) such Loan Party shall promptly pay or discharge such contested Charges, Taxes
or claims and all additional charges, interest, penalties and expenses, if any, and shall deliver to Administrative Agent evidence reasonably
acceptable to Administrative Agent of such compliance, payment or discharge, if such contest is terminated or discontinued adversely to
such Loan Party or the conditions set forth in this Section 5.04(b) are no longer met.


 


SECTION 5.05              
[Intentionally Reserved].


 


SECTION 5.06              
Books and Records; Inspection Rights. Each Loan Party shall keep adequate books and records with respect to its business
activities in which proper entries, reflecting all financial transactions, are made in accordance with GAAP and on a basis consistent
with the Financial Statements. Each Loan Party will, and will cause each Subsidiary to, (a) keep proper books of record and account
in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities and (b) permit
any representatives designated by the Administrative Agent or any Lender (including employees of the Administrative Agent, any Lender
or any consultants, accountants, lawyers, agents and appraisers retained by the Administrative Agent), upon reasonable prior notice, to
visit and inspect its properties, to conduct at such Loan Party's premises field examinations of such Loan Party's assets, liabilities,
books and records, including examining and making extracts from its books and records, environmental assessment reports and Phase I or
Phase II studies, and to discuss its affairs, finances and condition with its officers and independent accountants (and hereby authorizes
the Administrative Agent and each Lender to contact its independent accountants directly) and to provide contact information for each
bank where each Loan Party has a depository and/or securities account and each such Loan Party hereby authorizes the Administrative Agent
and each Lender to contact the bank(s) in order to request bank statements and/or balances, all at such reasonable times and as often
as reasonably requested. Each Loan Party acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare
and distribute to the Lenders certain Reports pertaining to such Loan Party's assets for internal use by the Administrative Agent and
the Lenders. The Loan Parties shall be responsible for the costs of expenses of one field examination during any 12-month period; provided,
that the Loan Parties shall be responsible for the costs and expenses of all field examinations conducted while an Event of Default has
occurred and is continuing.






    	 	-92-	 



     


    

SECTION 5.07              
Compliance with Laws . Each Loan Party shall comply with all federal, state, local and foreign laws and regulations
applicable to it, including ERISA, labor laws, and Environmental Laws and Environmental Permits, except to the extent that the failure
to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Each Loan Party will
maintain in effect and enforce policies and procedures designed to ensure compliance by such Loan Party, its Subsidiaries and their respective
directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.


 


SECTION 5.08              
Use of Proceeds.


 


(a)               
The proceeds of the Loans and the Letters of Credit will be used only for general corporate purposes of Parent and its Subsidiaries
in the ordinary course of business and to refinance certain existing Indebtedness on the Effective Date. No part of the proceeds of any
Loan and no Letter of Credit will be used, whether directly or indirectly, (i) for any purpose that entails a violation of any of
the regulations of the Federal Reserve Board, including Regulations T, U and X or (ii) to make any Acquisition other than Permitted
Acquisitions.


 


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


 


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


 


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


 


SECTION 5.11              
Casualty and Condemnation. The Borrowers will (a) furnish to the Administrative Agent and the Lenders prompt written
notice of any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding
for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar
proceeding and (b) ensure that the Net Proceeds of any such event (whether in the form of insurance proceeds, condemnation awards
or otherwise) are collected and applied in accordance with the applicable provisions of this Agreement and the Collateral Documents.






    	 	-93-	 



     


    

SECTION 5.12              
Appraisals. At any time that the Administrative Agent requests, each Loan Party will provide the Administrative Agent with
appraisals or updates thereof of its Inventory, Equipment and/or real property from an appraiser selected and engaged by the Administrative
Agent, and prepared on a basis satisfactory to the Administrative Agent in its Permitted Discretion, such appraisals and updates to include,
without limitation, information required by any applicable Requirement of Law; provided, that, (i) unless an Event of Default shall have
occurred and be continuing, no more than two (2) Equipment appraisals or two (2) real property appraisals shall be performed during the
term of this Agreement and such appraisals shall be at the cost and expense of the Administrative Agent and (ii) the Administrative Agent
may request an Equipment appraisal only if the Borrowers shall have previously delivered appraisals of Borrowers’ Eligible Equipment
to the Administrative Agent in order to establish the Equipment Component of the PP&E Component. The Loan Parties shall be responsible
for the costs of expenses of one Inventory appraisal during any 12-month period. Additionally, there shall be no limitation on the
number or frequency of Inventory, Equipment and/or real property appraisals if an Event of Default has occurred and is continuing, and
the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted at the discretion of the Administrative
Agent while an Event of Default has occurred and is continuing.


 


SECTION 5.13              
Depository Banks. Within one hundred twenty (120) days following the Effective Date (or such later date as may be approved
by the Administrative Agent), and at all times thereafter, each Borrower and each Subsidiary will maintain the Administrative Agent as
its principal depository bank, including for the maintenance of operating, administrative, cash management, collection activity and other
deposit accounts for the conduct of its business.


 


SECTION 5.14              
Additional Collateral; Further Assurances.


 


(a)               
Subject to applicable Requirement of Law, each Loan Party will cause each Domestic Subsidiary formed or acquired after the date
of this Agreement to become a Loan Party by executing a Joinder Agreement. In connection therewith, the Administrative Agent shall have
received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with
the applicable "know your customer" rules and regulations, including the USA Patriot Act. Upon execution and delivery thereof,
each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits,
duties and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit
of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, including
any parcel of real property located in the U.S. owned by any Loan Party.


 


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






    	 	-94-	 



     


    

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


 


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


 


(e)               
Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired
by any Loan Party after the Effective Date until (i) the date that occurs forty-five (45) days after (or such shorter period agreed by
each Lender) the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in
respect of such real property: (A) a completed flood hazard determination from a third party vendor, (B) if such real property is located
in a "special flood hazard area," (1) a notification to the applicable Loan Party of that fact and (if applicable) notification
to the applicable Loan Party that flood insurance is not available and (2) evidence of receipt by the applicable Loan Party of such notice,
and (C) if such notice is required to be provided to the applicable Loan Party and flood insurance is available in the community in which
such real Property is located, evidence of flood insurance; and (ii) the Administrative Agent shall have received written confirmation
from the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation
not to be unreasonably conditioned, withheld or delayed).


 


SECTION 5.15              
MIRE Events; Flood Insurance.


 


(a)               
Each of the parties hereto acknowledges and agrees that, with respect to any real property subject to a Mortgage, any increase,
extension or renewal of any of the Commitments or Loans (including pursuant to Section 2.09) or any other incremental or additional credit
facilities hereunder (each, a "MIRE Event"), but excluding (i) any continuation or conversion of Borrowings, (ii) the
making of any Loans, or (iii) the issuance, renewal or extension of Letters of Credit, then the consummation of such MIRE Events shall
be subject to and conditioned upon: (1) the prior delivery of all flood hazard determination certifications, acknowledgements and evidence
of flood insurance and other flood-related documentation with respect to such real property subject to a Mortgage as required by the Flood
Laws and as otherwise reasonably required by the Administrative Agent and (2) the Administrative Agent shall have received written confirmation
from the Lenders that flood insurance due diligence and flood insurance compliance have been completed by each Lender (such written confirmation
not to be unreasonably conditioned, withheld or delayed).


 


(b)               
With respect to each parcel of real property subject to a Mortgage that is located in an area identified by the Federal Emergency
Management Agency (or any successor agency thereto) as a "special flood hazard area" with respect to which flood insurance has
been made available under the Flood Laws, the applicable Loan Party (i) shall obtain and maintain with financially sound and reputable
insurance companies (except to the extent that any insurance company insuring such real property subject to a Mortgage of such Loan Party
ceases to be financially sound and reputable after the Effective Date, in which case such Loan Party shall promptly replace such insurance
company with a financially sound and reputable insurance company), such flood insurance in such reasonable total amount as the Administrative
Agent and the Lenders may from time to time reasonably require and otherwise sufficient to comply with all applicable rules and regulations
promulgated under the Flood Laws and (ii) promptly upon request of the Administrative Agent or any Lender, shall deliver to the Administrative
Agent or such Lender as applicable, evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent
or such Lender, including, without limitation, evidence of annual renewals of such flood insurance.






    	 	-95-	 



     


    

SECTION 5.16              
Post-Closing Covenants.


 


(a)               
Within thirty (30) days following the Closing Date (or such later date agreed to by Administrative Agent), the Loan Parties shall
deliver to Administrative Agent issued lender's loss payee endorsements, in form and substance reasonably satisfactory to Administrative
Agent and consistent with the insurance certificates delivered prior to the Closing Date, with respect to the casualty insurance of the
Loan Parties.


 


(b)               
Within ninety (90) days following the Closing Date (or such later date agreed to by Administrative Agent), the Loan Parties shall
deliver to Administrative Agent an endorsement to Administrative Agent's title insurance policy for the real property located in Greensburg,
PA issued by the applicable title company, in form and substance reasonably satisfactory to Administrative Agent, removing any title insurance
exceptions related to unpaid county, local and school taxes, any municipal water, sewer and trach charges, and costs associated with the
failure of the property to pass a dye test (it being agreed and understood that Administrative Agent will maintain a Reserve against the
PP&E Component of the Borrowing Base in an amount equal to $500,000 (as such amount may be increased by Administrative Agent in its
Permitted Discretion, provided that in no event shall such Reserve exceed the borrowing availability otherwise generated by such real
property) until such endorsement is received by Administrative Agent).


 


ARTICLE VI


 


Negative Covenants.


 


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


 


SECTION 6.01              
Mergers, Subsidiaries, Etc.. No Loan Party shall directly or indirectly, by operation of law or otherwise, (i) form or acquire
any Subsidiary unless such Subsidiary, upon its formation or acquisition, as applicable, become a Loan Party hereunder and Borrowers and
such Subsidiary take such actions as required by Section 5.14, or (ii) merge with, consolidate with, acquire all or substantially all
of the assets or Stock of, or otherwise combine with or acquire, any Person; provided, that (x) any Borrower (other than Parent)
may merge with and into another Borrower so long as the Borrower Representative shall be the survivor of any such merger to which it is
a party, (y) any Subsidiary may merge with and into a Borrower (other than Parent) so long as such Borrower shall be the survivor of any
such merger to which it is a party and (z) any Subsidiary may merge with, consolidate with, acquire all, or substantially all the assets
or Stock of another Subsidiary so long as, if either is a Borrower, then the survivor of any such merger, consolidation or acquisition
is a Borrower and, if either is a Loan Party that is not a Borrower, then the survivor of any such merger, consolidation or acquisition
is a Loan Party. Notwithstanding the foregoing, any Borrower may acquire all or substantially all of the assets or all of the Stock of
any Person (the "Target") subject to the satisfaction of each of the following conditions (in each case, a "Permitted
Acquisition"):






    	 	-96-	 



     


    

(a)               
Administrative Agent shall receive at least thirty (30) days' prior written notice of such proposed Permitted Acquisition, which
notice shall include a reasonably detailed description of such proposed Permitted Acquisition;


 


(b)               
such Permitted Acquisition shall only involve assets located in the United States or Canada (subject to immaterial amounts of assets
not so located) and comprising a business, or those assets of a business, of the type engaged in by Borrowers as of the Effective Date,
and which business would not subject Administrative Agent or any Lender to regulatory or third party approvals in connection with the
exercise of its rights and remedies under this Agreement or any other Loan Documents other than approvals of the type applicable to the
exercise of such rights and remedies with respect to Borrowers prior to such Permitted Acquisition;


 


(c)               
such Permitted Acquisition shall be consensual and shall have been approved by the Target’s board of directors or persons
performing similar functions;


 


(d)               
no additional Indebtedness, Guaranteed Indebtedness, contingent obligations or other liabilities shall be incurred, assumed or
otherwise be reflected on a consolidated balance sheet of Borrowers and Target after giving effect to such Permitted Acquisition, except
(A) Loans made hereunder, (B) ordinary course trade payables, accrued expenses and unsecured Indebtedness of the Target to the extent
no Default or Event of Default has occurred and is continuing or would result after giving effect to such Permitted Acquisition and (C)
other debt that would constitute Indebtedness permitted under Section 6.03;


 


(e)               
unless Administrative Agent otherwise consents, the sum of all amounts payable in connection with all Permitted Acquisitions (including
all transaction costs and all Indebtedness incurred or assumed in connection therewith or otherwise reflected in a consolidated balance
sheet of Borrowers and Target) shall not exceed $25,000,000 with respect to any individual Permitted Acquisition or $50,000,000 in the
aggregate for all Permitted Acquisitions;


 


(f)                
unless Administrative Agent otherwise consents, the Target shall not have incurred negative EBITDA for the trailing twelve-month
period preceding the date of the Permitted Acquisition, as determined based upon the Target’s financial statements for its most
recently completed fiscal year and its most recent interim financial period completed within sixty (60) days prior to the date of consummation
of such Permitted Acquisition;


 


(g)               
the business and assets acquired in such Permitted Acquisition shall be free and clear of all Liens other than (i) Permitted Encumbrances
and (ii) any other Liens existing on such business or assets at the time of acquisition thereof by a Loan Party and not created in contemplation
thereof and which do not attach to any other assets of the Loan Parties;


 


(h)               
at or prior to the closing of any Permitted Acquisition, Administrative Agent will be granted a first priority perfected Lien (subject
to Permitted Encumbrances and such Liens permitted pursuant to clause (g)(ii) above) in all assets acquired pursuant thereto or in the
assets and Stock of the Target, and Borrowers and the Target shall have executed such documents and taken such actions as may be required
by Administrative Agent in connection therewith;


 


(i)                
concurrently with delivery of the notice referred to in clause (a) above, Borrowers shall have delivered to Administrative Agent,
in form and substance reasonably satisfactory to Administrative Agent:






    	 	-97-	 



     


    

(i)                
a pro forma consolidated balance sheet, income statement and cash flow statement of Borrowers and its Subsidiaries (the "Acquisition
Pro Forma"), based on the most recent financial statements delivered in accordance with this Agreement, which shall be complete
and shall fairly present in all material respects the assets, liabilities, financial condition and results of operations of Borrowers
and its Subsidiaries in accordance with GAAP consistently applied, but taking into account such Permitted Acquisition and the funding
of all Loans in connection therewith, and such Acquisition Pro Forma shall reflect that (x) average daily Availability of all Borrowers
for the 90-day period preceding the consummation of such Permitted Acquisition would have exceeded $30,000,000 on a pro forma basis (after
giving effect to such Permitted Acquisition and all Loans funded in connection therewith as if made on the first day of such period) and
the Acquisition Projections (as hereinafter defined) shall reflect that such Availability of $30,000,000 shall continue for at least ninety
(90) days after the consummation of such Permitted Acquisition, (y) on a pro forma basis, no Event of Default has occurred and is continuing
or would result after giving effect to such Permitted Acquisition and (z) either (A) Availability shall be at least the greater of $35,000,000
or 25.0% of the Borrowing Base or (B)(1) Availability is greater than 17.5% of the Borrowing Base and (2) the Fixed Charge Coverage Ratio,
recomputed on a pro forma basis based on the most recent Financial Statements delivered under this Agreement and after giving effect to
such Permitted Acquisition, shall not be less than 1.10:1.00;


 


(ii)              
updated versions of the most recently delivered Projections covering the 1-year period commencing on the date of such Permitted
Acquisition and otherwise prepared in accordance with the Projections (the “Acquisition Projections”) and based upon
historical financial data of a recent date reasonably satisfactory to Administrative Agent, taking into account such Permitted Acquisition;
and


 


(iii)            
a certificate of a Financial Officer of Borrower Representative each to the effect that: (w) each Borrower (after taking into consideration
all rights of contribution and indemnity such Borrower has against each Borrower and each other Subsidiary of Borrower) will be Solvent
upon the consummation of the Permitted Acquisition; (x) the Acquisition Pro Forma fairly presents the financial condition of Borrowers
(on a consolidated basis) as of the date thereof after giving effect to the Permitted Acquisition; (y) the Acquisition Projections are
reasonable and good faith estimates of the future financial performance of Borrowers subsequent to the date thereof based upon the historical
performance of Borrowers and the Target and based upon good faith assumptions made in light of current conditions and current facts known
to Borrowers and show that Borrowers shall continue to be in compliance with the financial covenant set forth in Section 6.10 for the
2-year period thereafter; and (z) Borrowers have completed their due diligence investigation with respect to the Target and such Permitted
Acquisition, which investigation was conducted in a manner similar to that which would have been conducted by a prudent purchaser of a
comparable business and the non-privileged results of which investigation were delivered to Agent and Lenders;


 


(j)                
on or prior to the date of such Permitted Acquisition, Administrative Agent shall have received, in form and substance reasonably
satisfactory to Administrative Agent, copies of the acquisition agreement and related agreements and instruments, and all opinions, certificates,
lien search results and other documents reasonably requested by Administrative Agent; and


 


(k)               
at the time of such Permitted Acquisition and after giving effect thereto, no Default or Event of Default shall have occurred and
be continuing.


Notwithstanding the foregoing, the Accounts and
Inventory of the Target in an aggregate amount in excess of ten percent (10%) of the then current Borrowing Base exclusive of any such
Accounts or Inventory or the Target (in each case so long as such Accounts and Inventory are substantially similar to the Accounts and
Inventory of the Borrowers as determined by Administrative Agent in its Permitted Discretion) shall not be included in Eligible Accounts
and Eligible Inventory until Administrative Agent has notified Borrower Representative that it has completed such diligence matters (including,
audits and appraisals (which shall be completed by appraisers chosen by Administrative Agent), as applicable) necessary to determine the
eligibility thereof; provided; that Administrative Agent shall agree to act as promptly as practicable to complete such diligence
matters; provided, further, that any audits, field examinations and/or appraisals in connection with Permitted Acquisitions
shall not count against the limited number of audits, field examinations and appraisals for which expense reimbursement may be sought.
The foregoing shall not preclude the Borrowers from including the Accounts and Inventory of the Target in any pro forma calculations required
pursuant to this Section 6.01.



    	 	-98-	 



     


    




SECTION 6.02              
Investments; Loans and Advances. No Loan Party shall make or permit to exist any investment in, or make, accrue or permit
to exist loans or advances of money to, any Person, through the direct or indirect lending of money, holding of securities or otherwise,
except that: (a) the Loan Parties may hold investments comprised of notes payable, or stock or other securities issued by Account Debtors
to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor's Accounts in the ordinary course
of business, consistent with past practices or received pursuant to the settlement of a Loan Party's claims in any bankruptcy proceeding;
(b) each Loan Party may maintain its existing investments in its Subsidiaries as of the Effective Date and may make additional debt and
equity investments therein to another Loan Party from time to time; (c) so long as no Default or Event of Default has occurred and is
continuing and no Cash Dominion Period is in effect, Loan Parties may make investments (which shall be limited to overnight investments
of funds received after 2:00 pm (Chicago time) or otherwise in an aggregate amount of up to $1,000,000 at any time when there is any outstanding
balance of Revolving Loans at the time of investment), subject to control agreements in favor of Administrative Agent for the benefit
of the Secured Parties or otherwise subject to a perfected security interest in favor of Administrative Agent for the benefit of the Secured
Parties, in (i) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency
thereof maturing within one year from the date of acquisition thereof, (ii) commercial paper maturing no more than one year from
the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor's Ratings Group or Moody's
Investors Service, Inc., (iii) certificates of deposit maturing no more than one year from the date of creation thereof issued by commercial
banks incorporated under the laws of the United States of America, each having combined capital, surplus and undivided profits of not
less than $300,000,000 and having a senior unsecured rating of "A" or better by a nationally recognized rating agency (an "A
Rated Bank"), (iv) time deposits maturing no more than thirty (30) days from the date of creation thereof with A Rated Banks
and (v) mutual funds that invest solely in one or more of the investments described in clauses (i) through (iv) above; (d) loans to employees
specifically permitted by Section 6.04(b); (e) Permitted Acquisitions; (f) investments set forth in Schedule 6.02; (g) guaranties
of the obligations of another Loan Party specifically permitted by Section 6.06; (h) bank deposits in the ordinary course of business
in deposit accounts which satisfy the provisions of Section 5.13 and the Security Agreement; and (i) investments constituting Indebtedness
specifically permitted by Section 6.03.


 


SECTION 6.03              
Indebtedness.


 


(a)               
No Loan Party shall create, incur, assume or permit to exist any Indebtedness, except (without duplication) (i) Indebtedness secured
by purchase money security interests and Capital Leases permitted in Section 6.07(d), (ii) the Loans and the other Obligations, (iii)
unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded
under applicable law, (iv) existing Indebtedness secured by purchase money security interests and Capital Leases in an aggregate amount
not to exceed $6,000,000 and refinancings thereof or amendments or modifications thereof that do not have the effect of increasing the
principal amount thereof or changing the amortization thereof (other than to extend the same) and that are otherwise on terms and conditions
no less favorable to any Loan Party, Administrative Agent or any Lender, than the terms of the Indebtedness being refinanced, amended
or modified, (v) existing Indebtedness described in Schedule 6.03 and refinancings thereof or amendments or modifications thereof
that do not have the effect of increasing the principal amount thereof or changing the amortization thereof (other than to extend the
same) and that are otherwise on terms and conditions no less favorable to any Loan Party, Administrative Agent or any Lender, than the
terms of the Indebtedness being refinanced, amended or modified, (vi) Indebtedness specifically permitted under Section 6.01, (vii) hedging
obligations under swaps, caps and collar arrangements arranged by Administrative Agent or provided by any Lender or Affiliate of any Lender,
in each case entered into or for the sole purpose of hedging in the normal course of business and consistent with industry practices,
(viii) Indebtedness consisting of intercompany loans and advances made by any Borrower to any other Loan Party; provided, that,
to the extent requested by the Administrative Agent: (A) such Loan Party shall have executed and delivered to such Borrower, on the Effective
Date for any such Indebtedness to be outstanding on the Effective Date and otherwise prior to any such intercompany loan or advance, a
demand note (collectively, the “Intercompany Notes”) to evidence any such intercompany Indebtedness owing at any time
by such Loan Party to such Borrower which Intercompany Notes shall be in form and substance reasonably satisfactory to Administrative
Agent and shall be pledged and delivered to Administrative Agent pursuant to the applicable Collateral Document as additional collateral
security for the Secured Obligations; (B) the obligations of such Borrower and such Loan Party under any such Intercompany Notes shall
be subordinated to the Obligations of such Borrower and such Loan Party hereunder in a manner reasonably satisfactory to Administrative
Agent; (C) at the time any such intercompany loan or advance is made by any Borrower to any other Loan Party and after giving effect thereto,
each of Borrower and such Loan Party shall be Solvent; and (D) no Default or Event of Default would occur and be continuing after giving
effect to any such proposed intercompany loan; (ix) contingent liabilities arising with respect to customary indemnification obligations
in favor of sellers in connection with Permitted Acquisitions or in favor of buyers in connection with asset dispositions permitted hereby;
and (x) other unsecured Indebtedness in an aggregate amount not to exceed $30,000,000.






    	 	-99-	 



     


    

(b)               
No Loan Party shall, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any,
interest or other amount payable in respect of any Indebtedness prior to its scheduled maturity, other than (i) the Obligations; (ii)
Indebtedness secured by a Permitted Encumbrance if the asset securing such Indebtedness has been sold or otherwise disposed of in accordance
with Sections 6.08(b) or (c); (iii) Indebtedness permitted by Section 6.03(a)(iv) upon any refinancing thereof in accordance with Section
6.03(a)(iv); and (iv) so long as (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) Availability
shall be in excess of $25,000,000 after giving effect thereto, purchase money financing and Capital Leases permitted pursuant to Section
6.03 in an aggregate amount not to exceed $15,000,000 for the term of the Agreement.


 


SECTION 6.04              
Employee Loans and Affiliate Transactions.


 


(a)               
Except as otherwise expressly permitted in this Section 6 with respect to Affiliates, no Loan Party shall enter into or be a party
to any transaction with any other Loan Party or any Affiliate thereof except in the ordinary course of and pursuant to the reasonable
requirements of such Loan Party's business and upon fair and reasonable terms that are no less favorable to such Loan Party than would
be obtained in a comparable arm's length transaction with a Person not an Affiliate of such Loan Party. All such transactions existing
as of the Effective Date are described in Schedule 6.04(a).


 


(b)               
No Loan Party shall enter into any lending or borrowing transaction with any employees of any Loan Party, except loans to its respective
employees on an arm's-length basis in the ordinary course of business consistent with past practices for travel and entertainment
expenses, relocation costs and similar purposes up to a maximum of $100,000 to any employee and up to a maximum of $250,000 in the aggregate
at any one time outstanding.






    	 	-100-	 



     


    

SECTION 6.05              
Capital Structure and Business. If all or part of a Loan Party's Stock is pledged to Administrative Agent, that Loan Party
shall not issue additional Stock unless such Stock is pledged to Administrative Agent, on behalf of itself and the Secured Parties, on
terms and conditions reasonably satisfactory to Administrative Agent. No Loan Party shall amend its charter or bylaws in a manner that
would adversely affect Administrative Agent or Lenders or such Loan Party's duty or ability to repay the Obligations. No Loan Party shall
engage in any business other than the businesses currently engaged in by it or businesses reasonably related thereto.


 


SECTION 6.06              
Guaranteed Indebtedness. No Loan Party shall create, incur, assume or permit to exist any Guaranteed Indebtedness except
(a) by endorsement of instruments or items of payment for deposit to the general account of any Loan Party, and (b) for Guaranteed Indebtedness
incurred for the benefit of any other Loan Party if the primary obligation is expressly permitted to be incurred by such Person by this
Agreement.


 


SECTION 6.07              
Liens. No Loan Party shall create, incur, assume or permit to exist any Lien on or with respect to its Accounts or any of
its other properties or assets (whether now owned or hereafter acquired) except for (a) Permitted Encumbrances; (b) Liens in existence
on the date hereof and summarized on Schedule 6.07 securing Indebtedness described on Schedule 6.03 and permitted refinancings,
extensions and renewals thereof, including extensions or renewals of the Indebtedness secured by any such Liens; provided that
the principal amount so secured is not increased and the Lien does not attach to any other property; (c) Liens in existence on the date
hereof and securing Indebtedness permitted pursuant to Section 6.03(a)(iv) and permitted refinancings, extensions and renewals thereof,
including extensions or renewals of the Indebtedness secured by any such Liens; provided that the principal amount so secured is not increased
and the Lien does not attach to any other property and (d) Liens created after the date hereof by conditional sale or other title retention
agreements (including Capital Leases) or in connection with purchase money Indebtedness with respect to Equipment and Fixtures acquired
by any Loan Party in the ordinary course of business, involving the incurrence of an aggregate amount of purchase money Indebtedness and
Capital Lease Obligations of not more than $15,000,000 outstanding at any one time for all such Liens (provided that such Liens
attach only to the assets subject to such purchase money debt and such Indebtedness is incurred within twenty (20) days following such
purchase and does not exceed 100% of the purchase price of the subject assets). In addition, no Loan Party shall become a party to any
agreement, note, indenture or instrument, or take any other action, that would prohibit the creation of a Lien on any of its properties
or other assets in favor of Administrative Agent, on behalf of itself and the Secured Parties, as additional collateral for the Obligations,
except operating leases, Capital Leases or Licenses which prohibit Liens upon the assets that are subject thereto.


 


SECTION 6.08              
Sale of Stock and Assets. No Loan Party shall sell, transfer, convey, assign or otherwise dispose of any of its properties
or other assets, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its
Accounts, other than (a) the sale of Inventory in the ordinary course of business, (b) the sale or other disposition by a Loan Party of
Equipment, Fixtures or Real Estate that are obsolete or no longer used or useful in such Loan Party's business, (c) the sale or other
disposition of other Equipment and Fixtures having a book value not exceeding $3,500,000 in the aggregate in any Fiscal Year, (d) the
sale of assets or Stock by one Loan Party to another Loan Party, and (e) the property and assets described on Schedule 6.08. Without
limiting the foregoing, at least ten (10) Business Days prior to consummating any sale, transfer, conveyance, assignment or other disposition
of any properties or assets comprising ten percent (10%) or more of the value of the Borrowing Base at such time, Borrower Representative
shall deliver to Agent an updated Borrowing Base Certificate giving pro forma effect to such transaction.






    	 	-101-	 



     


    

SECTION 6.09              
ERISA. No Loan Party shall, or shall cause or permit any ERISA Affiliate to, cause or permit to occur (i) an event that
could result in the imposition of a Lien under Section 412 of the IRC or Section 302 or 4068 of ERISA or (ii) an ERISA Event to the extent
such ERISA Event would reasonably be expected to result in taxes, penalties and other liability in excess of $1,000,000 in the aggregate.


 


SECTION 6.10              
Fixed Charge Coverage Ratio. During each Covenant Testing Period the Loan Parties will not permit the Fixed Charge Coverage
Ratio of Parent and its Subsidiaries, determined for any period of twelve (12) consecutive months ending on the last day of each Fiscal
Quarter, to be less than 1.00 to 1.00, to be measured (a) on the initial date of such Covenant Testing Period for the most recent Fiscal
Quarter then ended for which financial statements have been, or were required to be, delivered pursuant to Section 5.01, and (b) thereafter,
as of the last day of each Fiscal Quarter ending during such Covenant Testing Period for which financial statements have been, or were
required to be, delivered pursuant to Section 5.01. For the avoidance of doubt the foregoing Fixed Charge Coverage Ratio financial covenant
will not be tested when a Covenant Testing Period is not in effect.


 


SECTION 6.11              
Hazardous Materials. No Loan Party shall cause or permit a Release of any Hazardous Material on, at, in, under, above, to,
from or about any of the Real Estate where such Release would (a) violate in any respect, or form the basis for any Environmental Liabilities
under, any Environmental Laws or Environmental Permits or (b) otherwise adversely impact the value or marketability of any of the Real
Estate or any of the Collateral, other than such violations or Environmental Liabilities that would not reasonably be expected to have
a Material Adverse Effect.


 


SECTION 6.12              
Sale-Leasebacks. No Loan Party shall engage in any sale-leaseback, synthetic lease or similar transaction involving
any of its assets without the consent of the Administrative Agent.


 


SECTION 6.13              
Restricted Payments. No Loan Party shall make any Restricted Payment, except (a) dividends and distributions by Subsidiaries
of any Borrower paid to such Borrower, (b) employee loans permitted under Section 6.04(b), (c) payments to redeem, purchase, repurchase,
or retire, or to obtain the surrender of, any restricted stock (vested or unvested), outstanding warrants, options, or other rights to
acquire Stock of any Loan Party now or hereafter outstanding in connection with employee benefit plans or compensation of directors of
a Loan Party in the ordinary course of business, so long as, prior to and after giving effect to any such payment, (i) no Default or Event
of Default exists, (ii) in the event the Borrowers propose to make such payment during a Covenant Testing Period, Borrowers are in compliance
with the financial covenant set forth in Section 6.10 and (iii) the aggregate amount of payments made under this clause (c) do not exceed
$5,000,000 in any Fiscal Year, (d) dividends or payments made in respect of the Stock of Parent made in the form of additional units of
Parent's Stock and the issuance of options to acquire shares of Parent's Stock and (e) other dividends and share repurchases in an unlimited
amount in any Fiscal Year, so long as after giving effect to any such dividend or payment, (i) either (A) Availability is greater than
25.0% of the Borrowing Base or (B)(1) Availability is greater than 17.5% of the Borrowing Base and (2) the Fixed Charge Coverage Ratio,
recomputed on a pro forma basis based on the most recent Financial Statements delivered under this Agreement and after giving effect to
such dividend or payment, shall not be less than 1.10:1.00, and (ii) no Event of Default shall have occurred and be continuing or would
result therefrom.


 


SECTION 6.14              
Change of Corporate Name or Location; Change of Fiscal Year. No Loan Party shall (a) change its name as it appears in official
filings in the state of its incorporation or other organization, (b) change its chief executive office, principal place of business, or
corporate offices or add new warehouses or locations at which Collateral is held or stored, or change the location of its records concerning
the Collateral except as permitted in the Loan Documents, (c) change the type of entity that it is, (d) change its organization identification
number, if any, issued by its state of incorporation or other organization, or (e) change its state of incorporation or organization,
in each case without at least thirty (30) days prior written notice to Administrative Agent and provided that any such new location
shall be in the continental United States. No Loan Party shall change its Fiscal Year.






    	 	-102-	 



     


    

SECTION 6.15              
No Impairment of Intercompany Transfers. No Loan Party shall directly or indirectly enter into or become bound by any agreement,
instrument, indenture or other obligation (other than this Agreement and the other Loan Documents) that could directly or indirectly restrict,
prohibit or require the consent of any Person with respect to the payment of dividends or distributions or the making or repayment of
intercompany loans by a Subsidiary of any Borrower to any Borrower.


 


ARTICLE VII


 


Events of
Default.


 


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


 


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


 


(b)               
the Borrowers shall fail to (i) pay any interest on any Loan or any fee (other than an amount referred to in clause (a) of this
Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure
shall continue unremedied for a period of three (3) Business Days or (ii) reimburse the Administrative Agent or any Lender for any expense
reimbursable under this Agreement or under any other Loan Document, when and as the same shall become due and payable, and such failure
shall continue unremedied for a period of five (5) Business Days;


 


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


 


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


 


(e)               
any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those
which constitute a default under another Section of this Article), and such failure shall continue unremedied for a period of (i) five
(5) Business Days (or, solely with respect to 5.01(g) during an Increased Reporting Period, two (2) Business Days) after the earlier
of any Loan Party's knowledge of such breach or notice thereof from the Administrative Agent (which notice will be given at the request
of any Lender) if such breach relates to terms or provisions of Section 5.01, 5.02 (other than Section 5.02(a)), 5.03 (other
than Sections 5.03(a) and (c)) through 5.07, 5.10, 5.12, 5.13 or 5.14 of this Agreement or (ii) fifteen (15) days after the earlier
of any Loan Party's knowledge of such breach or notice thereof from the Administrative Agent (which notice will be given at the request
of any Lender) if such breach relates to terms or provisions of any other Section of this Agreement;


 


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






    	 	-103-	 



     


    

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


 


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


 


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


 


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


 


(k)               
(i) one or more judgments for the payment of money in an aggregate amount in excess of $2,000,000 (and payment of which is
not covered by insurance to the extent the applicable insurance carrier has been notified and has not refused or declined coverage with
respect thereto) shall be rendered against any Loan Party, any Subsidiary or any combination thereof and the same shall remain undischarged
for a period of thirty (30) consecutive days during which execution shall not be effectively stayed, or any action shall be legally
taken by a judgment creditor to attach or levy upon any assets of any Loan Party or Subsidiary to enforce any such judgment; or (ii) any
Loan Party or Subsidiary shall fail within thirty (30) days to discharge one or more non-monetary judgments or orders which, individually
or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are
not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued;


 


(l)                
an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events
that have occurred, could reasonably be expected to result in a Material Adverse Effect;


 


(m)             
a Change in Control shall occur;


 


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






    	 	-104-	 



     


    

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


 


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


 


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


 


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


 


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






    	 	-105-	 



     


    

ARTICLE VIII


 


The Administrative
Agent.


 


SECTION 8.01              
Authorization and Action.


 


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


 


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


 


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






    	 	-106-	 



     


    

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


 


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


 


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


 


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


 


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


 


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


 


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



    	 	-107-	 



     


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


 






(g)               
The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, and,
except solely to the extent of the Borrowers' right to consent pursuant to and subject to the conditions set forth in this Article, no
Borrower nor any Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary under any such
provisions. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and
of the Guarantees of the Secured Obligations provided under the Loan Documents, to have agreed to the provisions of this Article.


 


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


 


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


 


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






    	 	-108-	 



     


    

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


 


SECTION 8.03              
Posting of Communications.


 


(a)               
The Borrowers agree that the Administrative Agent may, but shall not be obligated to, make any Communications available to the
Lenders and the Issuing Bank by posting the Communications on IntraLinksTM, DebtDomain, SyndTrak, ClearPar or any other electronic
system chosen by the Administrative Agent to be its electronic transmission system (the "Approved Electronic Platform").


 


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


 


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






    	 	-109-	 



     


    

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


 


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


 


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


 


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


 


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


 


SECTION 8.05              
Successor Administrative Agent.


 


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






    	 	-110-	 



     


    

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


 


SECTION 8.06              
Acknowledgements of Lenders and Issuing Bank.


 


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






    	 	-111-	 



     


    

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


 


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




 


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






    	 	-112-	 



     


    

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


 


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


 


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


 


SECTION 8.07              
Collateral Matters.


 


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






    	 	-113-	 



     


    

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


 


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


 


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



    	 	-114-	 



     


    




SECTION 8.09              
Certain ERISA Matters.


 


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


 


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


 


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


 


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



    	 	-115-	 



     


    




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


 


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


 


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


 


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


 


ARTICLE IX


 


Miscellaneous.


SECTION 9.01              
Notices.


 


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


 


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


 


Huttig Building Products, Inc.

555 Maryville University Drive

St. Louis, Missouri 63141

Attention: Philip W. Keipp, Chief Financial Officer


Email: pkeipp@huttig.com



    	 	-116-	 



     


    




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


 


Bryan Cave Leighton Paisner LLP

211 N Broadway, Suite 3600

St. Louis, Missouri 63102

Attention: Harold R. Burroughs

Facsimile No: (314) 552-8706


Email: hrburroughs@bclplaw.com


 


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


 


JPMorgan Chase Bank, N.A.

10 S. Dearborn

Chicago, IL 60603

Attention: Michael Fine

Facsimile No: (312) 256-9206


 


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


 


Goldberg Kohn Ltd.

55 East Monroe, Suite 3300

Chicago, Illinois 60603

Attention: Jeffrey Dunlop

Facsimile No: (312) 863-7828


 


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


 


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


 


(b)               
Notices and other communications to any Borrower, any Loan Party, the Lenders and the Issuing Banks hereunder may be delivered
or furnished by using Electronic Systems or Approved Electronic Platforms, as applicable, or pursuant to procedures approved by the Administrative
Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative
Agent and the applicable Lender. Each of the Administrative Agent and the Borrower Representative (on behalf of the Loan Parties) may,
in its discretion, agree to accept notices and other communications to it hereunder by Electronic Systems or Approved Electronic Platforms,
as applicable, pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices
or communications. Unless the Administrative Agent otherwise proscribes, all such notices and other communications (i) sent to an e-mail
address shall be deemed received upon the sender's receipt of an acknowledgement from the intended recipient (such as by the "return
receipt requested" function, as available, return e-mail or other written acknowledgement), provided that if not given during
the normal business hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business
on the next Business Day for the recipient, and (ii) posted to an Internet or intranet website shall be deemed received upon the deemed
receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice
or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above,
if such notice, e-mail or other communication is not sent during the normal business hours of the recipient, such notice or communication
shall be deemed to have been sent at the opening of business on the next Business Day of the recipient.






    	 	-117-	 



     


    

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


 


SECTION 9.02              
Waivers; Amendments.


 


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


 


(b)               
Except as provided in the first sentence of Section 2.09(f) (with respect to any commitment increase) and subject to Section 2.14(c),
(d) and (e) and Section 9.02(e) below (in each case as in effect on the Effective Date or as modified in accordance with this Section
9.02(b)), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except
(i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required Lenders
or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent
and the Loan Party or Loan Parties that are parties thereto, with the consent of the Required Lenders; provided that no such agreement
shall (A) increase or extend the Commitment of any Lender without the written consent of such Lender (including any such Lender that is
a Defaulting Lender), (B) reduce or forgive the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon,
or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender (including any such Lender that
is a Defaulting Lender) directly affected thereby (provided that any amendment or modification of the financial covenants in this
Agreement (or any defined term used therein) shall not constitute a reduction in the rate of interest or fees for purposes of this clause
(B)), (C) postpone any scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any date for the payment of
any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the
scheduled date of expiration of any Commitment, without the written consent of each Lender (including any such Lender that is a Defaulting
Lender) directly affected thereby, (D) change Section 2.09(c), 2.10(b) or Section 2.18(b) or (d) in a manner that would alter the ratable
reduction of Commitments or the manner in which payments are shared, without the written consent of each Lender (other than any Defaulting
Lender), (E) increase the advance rates set forth in the definition of Borrowing Base (or amend any defined term used in such definition
if the effect of such amendment is to increase borrowing availability), or add new categories of eligible assets, in each case without
the written consent of the Supermajority Revolving Lenders, (F) change any of the provisions of this Section or the definition of "Required
Lenders", "Supermajority Revolving Lenders", "Applicable Percentage" or any other provision of any Loan Document
specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make
any determination or grant any consent thereunder, without the written consent of each Lender (other than any Defaulting Lender) directly
affected thereby, (G) change Section 2.20 without the consent of each Lender (other than any Defaulting Lender), (H) release any Loan
Guarantor from its obligation under its Loan Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the
written consent of each Lender (other than any Defaulting Lender), or (I) except as provided in clause (c) of this Section or in any Collateral
Document, release or subordinate all or substantially all of the Collateral, without the written consent of each Lender (other than any
Defaulting Lender); provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties
of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative
Agent, the Issuing Bank or the Swingline Lender, as the case may be (it being understood that any amendment to Section 2.20 shall require
the consent of the Administrative Agent, the Issuing Bank and the Swingline Lender); provided further that no such agreement shall
amend or modify the provisions of Section 2.06 without the prior written consent of the Administrative Agent and the Issuing Banks. The
Administrative Agent may also amend the Commitment Schedule to reflect assignments entered into pursuant to Section 9.04. Any amendment,
waiver or other modification of this Agreement or any other Loan Document that by its terms affects the rights or duties under this Agreement
of the Lenders of one or more Classes (but not the Lenders of any other Class), may be effected by an agreement or agreements in writing
entered into by the Borrowers and the requisite number or percentage in interest of each affected Class of Lenders that would be required
to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time.



    	 	-118-	 



     


    




(c)               
The Lenders and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion,
to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the Payment in Full of all
Secured Obligations, and the cash collateralization of all Unliquidated Obligations in a manner satisfactory to each affected Lender,
(ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative
Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively
on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the
Stock of a Subsidiary, the Administrative Agent is authorized to release any Loan Guaranty provided by such Subsidiary, (iii) constituting
property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or
(iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative
Agent and the Lenders pursuant to Article VII. Except as provided in the preceding sentence, the Administrative Agent will not release
any Liens on Collateral without the prior written authorization of the Required Lenders; provided that, the Administrative Agent
may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $12,500,000 during any calendar year without
the prior written authorization of the Required Lenders(it being agreed that the Administrative Agent may rely conclusively on one or
more certificates of the Borrowers as to the value of any Collateral to be so released, without further inquiry). Any such release
shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or
obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of
which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection
with any such release shall be without recourse to or warranty by the Administrative Agent.


 


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






    	 	-119-	 



     


    

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


 


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


 


(a)               
The Loan Parties shall, jointly and severally, pay all (i) reasonable out-of-pocket expenses incurred by the Administrative
Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection
with the syndication and distribution (including, without limitation, via the internet or through any Electronic System or Approved Electronic
Platform) of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications
or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated),
(ii) reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension
of any Letter of Credit or any demand for payment thereunder and (iii) out-of-pocket expenses incurred by the Administrative Agent,
the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing
Bank or any Lender, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents,
including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Expenses
being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and
expenses incurred in connection with:


 


(A)             
appraisals and insurance reviews;


 


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






    	 	-120-	 



     


    

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


 


(D)             
Taxes, fees and other charges for (1) lien and title searches and title insurance and (2) recording the Mortgages, filing
financing statements and continuations, and other actions to perfect, protect, and continue the Administrative Agent's Liens;


 


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


 


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


 


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


 


(b)               
Limitation of Liability. To the extent permitted by applicable law (i) neither any Borrower nor any Loan Party shall assert,
and each Borrower and each Loan Party hereby waives, any claim against the Administrative Agent, any Arranger, any Issuing Bank and any
Lender, and any Related Party of any of the foregoing Persons (each such Person being called a "Lender-Related Person")
for any Liabilities arising from the use by others of information or other materials (including, without limitation, any personal data)
obtained through telecommunications, electronic or other information transmission systems (including the Internet), and (ii) no party
hereto shall assert, and each such party hereby waives, any Liabilities against any other party hereto, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as
a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the Transactions,
any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this Section 9.03(b) shall relieve any
Borrower or any Loan Party of any obligation it may have to indemnify an Indemnitee, as provided in Section 9.03(c), against any special,
indirect, consequential or punitive damages asserted against such Indemnitee by a third party.


 


(c)               
Indemnity. The Borrower shall indemnify the Administrative Agent, each Arranger, each Issuing Bank and each Lender, and
each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold
each Indemnitee harmless from, any and all Liabilities and related expenses, including the fees, charges and disbursements of any counsel
for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, (ii) the
performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any
other transactions contemplated hereby, (iii) any action taken in connection with this Agreement, including, but not limited to,
the payment of principal, interest and fees, (iv) any Loan or Letter of Credit or the use of the proceeds therefrom (including any
refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand
do not strictly comply with the terms of such Letter of Credit), (v) any actual or alleged presence or release of Hazardous Materials
on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way
to the Borrower or any of its Subsidiaries, or (vi) any actual or prospective Proceeding relating to any of the foregoing, whether
or not such Proceeding is brought by the Borrower or any other Loan Party or its or their respective equity holders, Affiliates, creditors
or any other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party
thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities or related
expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross
negligence or willful misconduct of such Indemnitee. This Section 9.03(c) shall not apply with respect to Taxes other than any Taxes
that represent losses, claims or damages arising from any non-Tax claim.






    	 	-121-	 



     


    

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


 


(e)               
Payments. All amounts due under this Section 9.03 shall be payable not later than ten (10) Business Days after written demand
therefor.


 


SECTION 9.04              
Successors and Assigns.


 


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


 


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






    	 	-122-	 



     


    

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


 


(B)             
the Administrative Agent;


 


(C)             
the Issuing Bank; and


 


(D)             
the Swingline Lender.


 


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


 


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


 


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


 


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


 


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



    	 	-123-	 



     


    




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


 


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


 


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


 


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


 


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


 


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



    	 	-124-	 



     


    




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


 


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






    	 	-125-	 



     


    

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


 


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


 


SECTION 9.06              
Counterparts; Integration; Effectiveness; Electronic Execution.


 


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


 


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



    	 	-126-	 



     


    




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


 


SECTION 9.08              
Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Bank and each of
their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional or final) at any time held, and other obligations at any
time owing, by such Lender, the Issuing Bank or any such Affiliate, to or for the credit or the account of any Loan Party against any
and all of the Secured Obligations held by such Lender, the Issuing Bank or their respective Affiliates, irrespective of whether or not
such Lender, the Issuing Bank or their respective Affiliates shall have made any demand under the Loan Documents and although such obligations
may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender or the Issuing Bank different from the branch
office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender
shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for
further application in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated by such Defaulting
Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Bank, and the Lenders, and
(y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured
Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The applicable Lender, the Issuing Bank or
such Affiliate shall notify the Borrower Representative and the Administrative Agent of such setoff or application, provided that
any failure to give or any delay in giving such notice shall not affect the validity of any such setoff or application under this Section.
The rights of each Lender, the Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies
(including other rights of setoff) that such Lender, the Issuing Bank or their respective Affiliates may have. NOTWITHSTANDING THE FOREGOING,
AT ANY TIME THAT ANY OF THE SECURED OBLIGATIONS SHALL BE SECURED BY REAL PROPERTY LOCATED IN CALIFORNIA, NO LENDER SHALL EXERCISE A RIGHT
OF SETOFF, LENDER'S LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY PROCEEDING TO ENFORCE ANY PROVISION
OF THIS AGREEMENT OR ANY LOAN DOCUMENT UNLESS IT IS TAKEN WITH THE CONSENT OF THE LENDERS REQUIRED BY SECTION 9.02 OF THIS AGREEMENT,
IF SUCH SETOFF OR ACTION OR PROCEEDING WOULD OR MIGHT (PURSUANT TO SECTIONS 580a, 580b, 580d AND 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE
OR SECTION 2924 OF THE CALIFORNIA CIVIL CODE, IF APPLICABLE, OR OTHERWISE) AFFECT OR IMPAIR THE VALIDITY, PRIORITY, OR ENFORCEABILITY
OF THE LIENS GRANTED TO ADMINISTRATIVE AGENT PURSUANT TO THE COLLATERAL DOCUMENTS OR THE ENFORCEABILITY OF THE SECURED OBLIGATIONS HEREUNDER,
AND ANY ATTEMPTED EXERCISE BY ANY LENDER OF ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE PARTIES AS REQUIRED ABOVE, SHALL BE NULL
AND VOID. THIS PARAGRAPH SHALL BE SOLELY FOR THE BENEFIT OF EACH OF THE LENDERS.



    	 	-127-	 



     


    




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


 


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


 


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


 


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


 


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






    	 	-128-	 



     


    

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


 


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


 


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


 


SECTION 9.12              
Confidentiality. Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality
of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates' directors, officers,
employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to
the extent requested by any Governmental Authority (including any self-regulatory authority, such as the National Association of Insurance
Commissioners), (c) to the extent required by any Requirement of Law or by any subpoena or similar legal process, (d) to any
other party to this Agreement, (e) in connection with the exercise of any remedies under this Agreement or any other Loan Document
or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder,
(f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any
actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Loan Parties and their obligations,
(g) with the consent of the Borrower Representative, (h)) to the extent such Information (1) becomes publicly available
other than as a result of a breach of this Section or (2) becomes available to the Administrative Agent, the Issuing Bank or any
Lender on a non-confidential basis from a source other than the Borrowers, or (i) on a confidential basis to (1) any rating
agency in connection with rating any Borrower or its Subsidiaries or the credit facilities provided for herein or (2) the CUSIP Service
Bureau or any similar agency in connection with the issuance and monitoring of identification numbers with respect to the credit facilities
provided for herein.


 


For the purposes of this Section, "Information"
means all information received from the Borrowers relating to the Borrowers or their business, other than any such information that is
available to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis prior to disclosure by the Borrowers
and other than information pertaining to this Agreement provided by arrangers to data service providers, including league table providers,
that serve the lending industry; provided that, in the case of information received from the Borrowers after the date hereof, such
information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information
as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.



    	 	-129-	 



     


    




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


 


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


 


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


 


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


 


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


 


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






    	 	-130-	 



     


    

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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 9.20              
No Fiduciary Duty, Etc.


 


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






    	 	-131-	 



     


    

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


 


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


 


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






    	 	-132-	 



     


    

SECTION 9.22              
Joint and Several. Each Borrower hereby unconditionally and irrevocably agrees it is jointly and severally liable to the
Administrative Agent, the Issuing Banks and the Lenders for the Secured Obligations. In furtherance thereof, each Borrower agrees that
wherever in this Agreement it is provided that a Borrower is liable for a payment, such obligation is the joint and several obligation
of each Borrower. Each Borrower acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents
is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Administrative
Agent, any Issuing Bank, any Lender or any other Person. Each Borrower's liability for the Secured Obligations shall not in any manner
be impaired or affected by who receives or uses the proceeds of the credit extended hereunder or for what purposes such proceeds are used,
and each Borrower waives notice of borrowing requests issued by, and loans or other extensions of credit made to, other Borrowers. Each
Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available
to such Borrower against any party liable for payment under this Agreement and the Loan Documents unless and until the Administrative
Agent, each Issuing Bank and each Lender have been paid in full and all of the Secured Obligations are satisfied and discharged following
termination or expiration of all commitments of the Lenders to extend credit to the Borrowers. Each Borrower's joint and several liability
hereunder with respect to the Secured Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability
of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Secured Obligations or of
any other document evidencing all or any part of the Secured Obligations, (ii) the absence of any attempt to collect any of the Secured
Obligations from any other Loan Party or any Collateral or other security therefor, or the absence of any other action to enforce the
same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent
or any Lender with respect to any provision of any instrument executed by any other Loan Party evidencing or securing the payment of any
of the Secured Obligations, or any other agreement now or hereafter executed by any other Loan Party and delivered to the Administrative
Agent, (iv) the failure by the Administrative Agent or any Lender to take any steps to perfect or maintain the perfected status of its
Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Secured
Obligations or the Administrative Agent's release of any Collateral or of its Liens upon any Collateral, (v) the release or compromise,
in whole or in part, of the liability of any other Loan Party for the payment of any of the Secured Obligations, (vi) any increase in
the amount of the Secured Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable
in connection therewith, in each case, if consented to by any other Borrower, or any decrease in the same, or (vii) any other circumstance
that might constitute a legal or equitable discharge or defense of any Loan Party. After the occurrence and during the continuance of
any Event of Default, the Administrative Agent may proceed directly and at once, without notice to any Borrower, against any or all of
Loan Parties to collect and recover all or any part of the Secured Obligations, without first proceeding against any other Loan Party
or against any Collateral or other security for the payment or performance of any of the Secured Obligations, and each Borrower waives
any provision that might otherwise require the Administrative Agent or the Lenders under applicable law to pursue or exhaust remedies
against any Collateral or other Loan Party before pursuing such Borrower or its property. Each Borrower consents and agrees that neither
the Administrative Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Loan Party or against or in
payment of any or all of the Secured Obligations.






    	 	-133-	 



     


    

ARTICLE X


 


Loan Guaranty


 


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


 


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


 


SECTION 10.03           
No Discharge or Diminishment of Loan Guaranty.


 


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


 


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


 


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



    	 	-134-	 



     


    




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


 


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


 


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


 


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






    	 	-135-	 



     


    

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


 


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


 


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


 


SECTION 10.11          
Contribution.


 


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


 


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



    	 	-136-	 



     


    




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


 


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


 


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


 


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


 


SECTION 10.13          
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes
to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under
this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable
under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under
this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent
transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under
this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor
intends that this Section 10.13 constitute, and this Section 10.13 shall be deemed to constitute, a "keepwell, support,
or other agreement" for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange
Act.


 


ARTICLE XI


 


The Borrower
Representative.


 


SECTION 11.01          
Appointment; Nature of Relationship.


 


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






    	 	-137-	 



     


    

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


 


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


 


SECTION 11.04          
Notices. Each Borrower shall immediately notify the Borrower Representative of the occurrence of any Default or Event of
Default hereunder referring to this Agreement describing such Default or Event of Default and stating that such notice is a "notice
of default". In the event that the Borrower Representative receives such a notice, the Borrower Representative shall give prompt
notice thereof to the Administrative Agent and the Lenders. Any notice provided to the Borrower Representative hereunder shall constitute
notice to each Borrower on the date received by the Borrower Representative.


 


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


 


SECTION 11.06          
Execution of Loan Documents; Borrowing Base Certificate. The Borrowers hereby empower and authorize the Borrower Representative,
on behalf of the Borrowers, to execute and deliver to the Administrative Agent and the Lenders the Loan Documents and all related agreements,
certificates, documents, or instruments as shall be necessary or appropriate to effect the purposes of the Loan Documents, including,
without limitation, the Borrowing Base Certificates and the Compliance Certificates. Each Borrower agrees that any action taken by the
Borrower Representative or the Borrowers in accordance with the terms of this Agreement or the other Loan Documents, and the exercise
by the Borrower Representative of its powers set forth therein or herein, together with such other powers that are reasonably incidental
thereto, shall be binding upon all of the Borrowers.


 


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


 


(Signature Pages Follow)


 


 


 



    	 	-138-	 



     


    




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


 


	 	HUTTIG BUILDING PRODUCTS, INC.
	 	 	 
	 	 	 
	 	By: 	/s/ Douglas D. Loucks
	 	Name:	Douglas D. Loucks
	 	Title:	Corporate Controller & Treasurer
	 	 	 
	 	 	 
	 	HUTTIG, INC.	 
	 	 	 
	 	 	 
	 	By: 	/s/ Douglas D. Loucks
	 	Name:	Douglas D. Loucks
	 	Title:	Corporate Controller & Treasurer



 


 


 


 


 


 


 






    
	Signature Page to Credit Agreement





     


    


	 	JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent, Issuing Bank and Swingline Lender
	 	 	 
	 	 	 
	 	By:	/s/ Michael Fine
	 	Name:	Michael Fine
	 	Title:	Authorized Officer



 


 


 


 


 


 


 






    
	Signature Page to Credit Agreement





     


    

	 	FIFTH THIRD BANK, NATIONAL ASSOCIATION,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Mark Pienkos
	 	Name:	Mark Pienkos
	 	Title:	Managing Director



 


 


 


 


 


 


 


 






    
	Signature Page to Credit Agreement





     


    

	 	BANK OF AMERICA, N.A., 
	 	as a Lender
	 	 	 
	 	 	 
	 	By: 	/s/ Peter Drooff
	 	Name: 	Peter Drooff
	 	Title: 	SVP






 


 


 


 


 


 






    
	Signature Page to Credit Agreement





     


    

 


	 	REGIONS BANK, 
	 	as a Lender
	 	 	 
	 	 	 
	 	By: 	/s/ James D. Anderson
	 	Name: 	James D. Anderson
	 	Title: 	Managing Director



 





 


 


 


 


 






    
	Signature Page to Credit Agreement





     


    

 


	 	BMO HARRIS BANK, N.A., 
	 	as a Lender
	 	 	 
	 	 	 
	 	By: 	/s/ Jason Hoefler
	 	Name: 	Jason Hoefler
	 	Title: 	Managing Director






 


 


 


 



    
	Signature Page to Credit Agreement





     


    




COMMITMENT SCHEDULE


 


	
    Lender

     
	Revolving Commitment	Swingline Commitment
	JPMorgan Chase Bank, N.A.	$75,000,000.00	$25,000,000.00
	Fifth Third Bank, National Association	$62,500,000.00	-
	Bank of America, N.A.	$62,500,000.00	-
	Regions Bank	$25,000,000.00	-
	BMO Harris Bank N.A.	$25,000,000.00	-
	Total	$250,000,000.00	$25,000,000.00


 


 


 


 


 


 






    
	Commitment Schedule





     


    

EXHIBIT A


 


ASSIGNMENT AND ASSUMPTION


 


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


 


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


 


	1	Assignor:	 	______________________________
	 	 	 	 
	2	Assignee:	 	______________________________
	 	 	 	[and is an Affiliate/Approved Fund of [identify Lender]1]
	 	 	 	 
	3	Borrowers	 	Huttig Building Products, Inc.
	 	 	 	Huttig, Inc.
	 	 	 	 
	4	Administrative Agent:	 	JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement
	 	 	 	 
	5	Credit Agreement:	 	Credit Agreement dated as of September 29, 2021 among Huttig Building Products, Inc. and Huttig, Inc., as Borrowers, the other Loan Parties party thereto, the Lenders parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents parties thereto



 



 


_________________________


1
Select as applicable.





    
	Exhibit A – Page 1





     


    

 


 


	6.	Assigned Interest:



 


	Facility Assigned2	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans3
	 	$	$	%
	 	$	$	%
	 	$	$	%


 


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


 


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


 


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


 


	 	ASSIGNOR



[NAME OF ASSIGNOR]





By:_________________________________

Name:_______________________________

Title:________________________________
	 	 
	 	ASSIGNEE



[NAME OF ASSIGNEE]





By:_________________________________

Name:_______________________________

Title:________________________________


 


 




_________________________


2
Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment
(e.g. "Revolving Commitment," etc.)


3
Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

 



    
	Exhibit A – Page 2





     


    




 


	[Consented to and]4 Accepted:



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





By:_________________________________

Name:_______________________________

Title:________________________________	 
	 	 
	
    [Consented to:]5

     

    [HUTTIG BUILDING PRODUCTS, INC.,

    as Borrower Representative]

    

    

    By:_________________________________

    Name:_______________________________

    Title:________________________________
	 


 

_________________________

4
To be added only if the consent of the Administrative Agent, Issuing Bank and/or Swingline Lender, as applicable, is required by the terms
of the Credit Agreement.


5
To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of
the Credit Agreement.

 






    
	Exhibit A – Page 3





     


    

ANNEX 1

ASSIGNMENT AND ASSUMPTION


 


STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION


 


1.       Representations
and Warranties.


 


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


 


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


 


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






    
	Exhibit A – Page 4





     


    

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


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    
	Exhibit A – Page 5





     


    

EXHIBIT B


 


BORROWING BASE CERTIFICATE


 


(attached)


 


 


 


 


 


 


 


 


 


 


 


 






    
	Exhibit B – Page 1





     


    

EXHIBIT C


 


COMPLIANCE CERTIFICATE


 


		To:	The Lenders parties to the

Credit Agreement Described Below



 


This Compliance Certificate
is furnished pursuant to that certain Credit Agreement dated as of September 29, 2021 (as amended, modified, renewed or extended from
time to time, the "Agreement") among Huttig Building Products, Inc. ("Parent"), Huttig, Inc. ("Huttig";
together with Parent, collectively, the "Borrowers"), the other Loan Parties, the Lenders party thereto and JPMorgan
Chase Bank, N.A., as Administrative Agent for the Lenders. Unless otherwise defined herein, capitalized terms used in this Compliance
Certificate have the meanings ascribed thereto in the Agreement.


 


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


 


1.       I
am the duly elected [__________] of the Borrower Representative;


 


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


 


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


 


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


 


5.       Schedule
I attached hereto sets forth financial data and computations evidencing the Borrowers' compliance with certain covenants of the Agreement,
all of which data and computations are true, complete and correct.1


 


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


 



	 	 
	 	 
	 	 






 

_________________________


1
Schedule I must include detailed calculation tables for all components of the financial covenant calculations.

 



    
	Exhibit C – Page 1





     


    




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


 


	 	____________________________________



HUTTIG BUILDING PRODUCTS, INC.,

as Borrower Representative





By:_________________________________

Name:_______________________________

Title:________________________________


 


 


 


 


 


 


 


 


 


 


 


 





    
	Exhibit C – Page 2





     


    

SCHEDULE I


 


Compliance as of _________, ____ with

Provisions of Section 6.10 of the Agreement


 


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


 


 


 


 


 


 


 


 


 


 


 


 


 






    
	Exhibit C – Page 3





     


    

EXHIBIT D


 


JOINDER AGREEMENT


 


THIS JOINDER AGREEMENT (this
"Agreement"), dated as of __________, ____, 20__, is entered into between ________________________________, a _________________
(the "New Subsidiary") and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the "Administrative
Agent") under that certain Credit Agreement dated as of _September 29, 2021 (as the same may be amended, modified, extended or
restated from time to time, the "Credit Agreement") among Huttig Building Products, Inc. ("Parent"),
Huttig, Inc. ("Huttig"; together with Parent, collectively, the "Borrowers"), the other Loan Parties
party thereto, the Lenders party thereto and the Administrative Agent for the Lenders. All capitalized terms used herein and not otherwise
defined herein shall have the meanings set forth in the Credit Agreement.


 


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


 


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


 


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


 


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


 


____________________________________________


____________________________________________


____________________________________________


 










    
	Exhibit D – Page 1





     


    

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


 


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


 


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


 


 


 


 


 


 


 


 


 


 



    
	Exhibit D – Page 2





     


    




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


 


	 	[NEW SUBSIDIARY]





By:_________________________________

Name:_______________________________

Title:________________________________




	 	 
	 	Acknowledged and accepted:
	 	 
	 	
    JPMORGAN CHASE BANK, N.A., as Administrative Agent

    

    

    By:_________________________________

    Name:_______________________________

    Title:________________________________







    
	Exhibit D – Page 3





     


    

EXHIBIT E-1


 


FORM OF

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
the Credit Agreement dated as of September 29, 2021 (as amended, supplemented or otherwise modified from time to time, the "Credit
Agreement") among Huttig Building Products, Inc. ("Parent"), Huttig, Inc. ("Huttig"; together
with Parent, collectively, the "Borrowers"), the other Loan Parties party thereto, the Lenders party thereto and JPMorgan
Chase Bank, N.A., in its capacity as Administrative Agent for the Lenders.


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner
of the Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it
is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Borrower
within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to any Borrower
as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
the Administrative Agent and the Borrower Representative with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form
W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate
changes, the undersigned shall promptly so inform the Borrower Representative and the Administrative Agent, and (2) the undersigned
shall have at all times furnished the Borrower Representative and the Administrative Agent with a properly completed and currently effective
certificate prior to the first payment to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	 	
    [NAME OF LENDER]

    

    

    By:_________________________________

    Name:_______________________________

    Title:________________________________

	 	 
	 	Date:  _____________, 20[____]



 


 


 





    
	Exhibit E–1





     


    

EXHIBIT E-2


 


FORM OF

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
the Credit Agreement dated as of September 29, 2021 (as amended, supplemented or otherwise modified from time to time, the "Credit
Agreement") among Huttig Building Products, Inc. ("Parent"), Huttig, Inc. ("Huttig"; together
with Parent, collectively, the "Borrowers"), the other Loan Parties party thereto, the Lenders party thereto and JPMorgan
Chase Bank, N.A., in its capacity as Administrative Agent for the Lenders.


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner
of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A)
of the Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code,
and (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing
this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall
promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly
completed and currently effective certificate prior to the first payment to be made to the undersigned, or in either of the two calendar
years preceding such payments.


 


Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	 	
    [NAME OF PARTICIPANT]

    

    

    By:_________________________________

    Name:_______________________________

    Title:________________________________

	 	 
	 	Date:  _____________, 20[____]


 


 


 


 






    
	Exhibit E–2





     


    

EXHIBIT E-3


 


FORM OF

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
the Credit Agreement dated as of September 29, 2021 (as amended, supplemented or otherwise modified from time to time, the "Credit
Agreement") among Huttig Building Products, Inc. ("Parent"), Huttig, Inc. ("Huttig"; together
with Parent, collectively, the "Borrowers"), the other Loan Parties party thereto, the Lenders party thereto and JPMorgan
Chase Bank, N.A., in its capacity as Administrative Agent for the Lenders.


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation
in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners
of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members
is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning
of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any
Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a
controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming
the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied
by a withholding statement together with an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner's/member's
beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if
the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned
shall have at all times furnished such Lender with a properly completed and currently effective certificate prior to the first payment
to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	 	
    [NAME OF PARTICIPANT]

    

    

    By:_________________________________

    Name:_______________________________

    Title:________________________________

	 	 
	 	Date:  _____________, 20[____]


 


 


 


 





    

	Exhibit E–3





     


    

EXHIBIT E-4


 


FORM OF

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
the Credit Agreement dated as of September 29, 2021 (as amended, supplemented or otherwise modified from time to time, the "Credit
Agreement") among Huttig Building Products, Inc. ("Parent"), Huttig, Inc. ("Huttig"; together
with Parent, collectively, the "Borrowers"), the other Loan Parties party thereto, the Lenders party thereto and JPMorgan
Chase Bank, N.A., in its capacity as Administrative Agent for the Lenders.


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s)
(as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct
or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any promissory note(s) evidencing such Loan(s)),
(iii) with respect to the extension of credit pursuant to the Credit Agreement or any other Loan Document, neither the undersigned
nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary
course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect
partners/members is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none
of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C)
of the Code.


 


The undersigned has furnished
the Administrative Agent and the Borrower Representative with IRS Form W-8IMY accompanied by one of the following forms from each of its
partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or
(ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner's/member's
beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if
the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Representative and the Administrative
Agent, and (2) the undersigned shall have at all times furnished the Borrower Representative and the Administrative Agent with a
properly completed and currently effective certificate prior to the first payment to be made to the undersigned, or in either of the two
calendar years preceding such payments.


 


Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	 	
    [NAME OF LENDER]

    

    

    By:_________________________________

    Name:_______________________________

    Title:________________________________

	 	 
	 	Date:  _____________, 20[____]


 



















 


 


 


 


 


Exhibit E-4