Exhibit 10.1


 


EXECUTION COPY


 


THIRD AMENDMENT TO CREDIT AGREEMENT


 


THIS THIRD AMENDMENT TO
CREDIT AGREEMENT (this “Amendment”), dated as of July 1, 2021, is entered into by and among CLARUS CORPORATION,
a Delaware corporation (the “Company”), BLACK DIAMOND RETAIL, INC., a Delaware corporation (“BDR”),
BLACK DIAMOND RETAIL – ALASKA, LLC, a Delaware limited liability company (“BDR-AK”), SIERRA BULLETS, L.L.C.,
a Delaware limited liability company (“Sierra”), SKINOURISHMENT, LLC, a Delaware limited liability company (“Skin”),
BLACK DIAMOND RETAIL – COLORADO, LLC, a Delaware limited liability company (“BDR-CO”), BLACK DIAMOND RETAIL
 – MONTANA, LLC, a Delaware limited liability company (“BDR-MO”), BLACK
DIAMOND RETAIL – WYOMING, LLC, a Delaware limited liability company (“BDR-WY”) and BARNES BULLETS –
MONA, LLC, a Delaware limited liability company (“Barnes” and, together with the Company, BDR, BDR-AK, Sierra, Skin,
BDR-CO and BDR-MO, the “Existing Borrowers”, and the Existing Borrowers together with BDR-WY and any other Person
that joins the Credit Agreement as a Borrower in accordance with the terms thereof, are referred to hereinafter each individually as
a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the
other Loan Parties party hereto, the Lenders (as defined below) party hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent
for the Lenders (in such capacity, “Administrative Agent”).


 


RECITALS


 


		A.	Existing Borrowers, the other parties signatory thereto as “Loan Parties” (each individually,
a “Loan Party” and collectively, the “Loan Parties”), Administrative Agent, and the financial institutions
party thereto as lenders (each individually, a “Lender” and collectively, the “Lenders”) have previously
entered into that certain Credit Agreement, dated as of May 3, 2019 (as amended by a certain First Amendment to Credit Agreement,
dated May 28, 2019, as amended by a certain Second Amendment to Credit Agreement, dated November 12, 2020, and as further amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which the Lenders
have made certain loans and financial accommodations available to Existing Borrowers. Terms used herein without definition shall have
the meanings ascribed to them in the Amended Credit Agreement (as defined below).



 


		B.	Existing Borrowers and the other Loan Parties have requested that Administrative Agent and the Lenders
amend the Credit Agreement to, inter alia, add BDR-WY as a Borrower, extend additional commitments under the Credit Agreement and
permit certain transactions, and amend the Security Agreement, all as further provided below, and Administrative Agent and the Lenders
are willing to amend the Credit Agreement pursuant to the terms and conditions set forth herein.



 


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



 






    


    


    

 


AGREEMENT


 


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


 


1.     Amendments to Loan Documents.





 


		a.	The Credit Agreement shall be amended to delete the stricken text (indicated textually in the same manner
as the following example: stricken text) and to add the double-underlined text (indicated
textually in the same manner as the following example: double-underlined text)
set forth in the pages of the amended Credit Agreement attached to this Amendment as Exhibit A to this Amendment (the “Amended
Credit Agreement”).



 


		b.	The Commitment Schedule to the Credit Agreement shall be amended and replaced in its entirety with such
Commitment Schedule attached to the Amended Credit Agreement.



 


		c.	The definition of “Excluded Property” set forth in the Security Agreement shall be amended
to amend and restate clause (i) thereof to read as “(i) [reserved]”.



 


2.     Additional Loan Parties.





 


		a.	New
                                            Borrower. BDR-WY hereby acknowledges, agrees and confirms that, by its execution
                                            of this Amendment, BDR-WY will be deemed
                                            to be a “Borrower”, a “Loan Party” and a “Loan Guarantor”
                                            for all purposes of the Amended Credit Agreement and the other Loan Documents and shall have
                                            all of the obligations of a Borrower, a Loan Party and a Loan Guarantor thereunder as if
                                            it had executed the Amended Credit Agreement. BDR-WY
                                            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,
                                            BDR-WY agrees that wherever in the Amended Credit Agreement it is provided that a Borrower
                                            is liable for a payment, such obligation is the joint and several obligation of BDR-WY. BDR-WY
                                            acknowledges and agrees that its joint and several liability under the Amended Credit 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. 



 


		b.	New
                                            Loan Guarantors. Each of Oscar Aluminium Holdings, Inc., Oscar Aluminium Holdings
                                            Pty Ltd and Oscar Aluminium Pty Ltd (each,
                                            a “New Subsidiary”) hereby acknowledges, agrees and confirms that, by
                                            its execution of this Amendment, such New Subsidiary will be deemed to be a “Loan Party”
                                            and a “Loan Guarantor” for all purposes of the Amended Credit Agreement and the
                                            other Loan Documents and shall have all of the obligations of a Loan Party and a Loan Guarantor
                                            thereunder as if it had executed the Amended Credit Agreement.



 


		c.	Affirmation.
                                            Each of BDR-WY and each New Subsidiary (each, a “New Loan Party”) hereby
                                            ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions
                                            and conditions contained in the Amended Credit Agreement and the other Loan Documents to
                                            which it becomes a party, including without limitation (i) all of the representations and
                                            warranties of the Loan Parties set forth in Article III of the Amended Credit Agreement,
                                            (ii) all of the covenants set forth in Articles V, VI and IX of the Amended Credit Agreement
                                            and (iii) all of the guaranty obligations set forth in Article X of the Amended Credit Agreement.
                                            Without limiting the generality of the foregoing terms of this paragraph, each New Loan Party,
                                            subject to the limitations set forth in Sections 10.10 and 10.13 of the Amended 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 Amended 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), such New Loan Party 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.



 






    2


    


    

 


3.      Additional Commitments and Additional Lenders.





 


		a.	Additional Revolving Commitments. Subject to the terms and conditions set forth herein and in the
Amended Credit Agreement, each Person listed on Exhibit B to this Amendment (each, an “Additional Revolving Commitment
Lender”) agrees to increase its Revolving Commitment (in the case of any Additional Revolving Commitment Lender that is an existing
Lender immediately prior to the Effective Date (as defined below)) or extend a new Revolving Commitment (in the case of any Additional
Revolving Commitment Lender that is not a Lender immediately prior to the Effective Date (each, a “New Revolving Lender”))
in an amount equal to the “Additional Revolving Commitment” set forth opposite such Additional Revolving Commitment Lender’s
name on Exhibit B to this Amendment (each such increased or newly extended Revolving Commitment, an “Additional Revolving
Commitment”).



 


		b.	Additional Term Loan Commitments. Subject to the terms and conditions set forth herein and in the
Amended Credit Agreement, each Person listed on Exhibit C to this Amendment (each, an “Additional Term Lender”)
agrees to extend a commitment to make an additional term loan under the Amended Credit Agreement on the Effective Date in an amount equal
to the “Additional Term Loan Commitment” set forth opposite such Additional Term Lender’s name on Exhibit C to
this Amendment (each such commitment, an “Additional Term Loan Commitment”; any Person having an Additional Term Loan
Commitment that is not a Lender immediately prior to the Effective Date being referred to as a “New Term Lender” and,
together with the New Revolving Lenders, the “New Lenders”).



 


		c.	New Lenders. As of the Effective Date, each New Lender agrees to be bound by the provisions of
the Amended Credit Agreement and agrees that it shall become a Lender for all purposes of the Amended Credit Agreement to the same extent
as if originally a party thereto, with an aggregate Revolving Commitment in such amount set forth on the Commitment Schedule to
the Amended Credit Agreement and an Additional Term Loan Commitment in such amount set forth on Exhibit C to this Amendment. In
addition, each New Lender (i) represents and warrants that it is legally authorized to enter into this Amendment, (ii) confirms that
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 has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis
and decision to enter into this Amendment, (iii) agrees that it will, independently and without reliance upon the Administrative
Agent, any arranger or any other Lender 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 Credit Agreement or any other instrument or document furnished
pursuant hereto or thereto, (iv) appoints and authorizes the Administrative Agent to take such action
as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement or any other instrument or document
furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are
incidental thereto, (v) agrees that it will be bound by the provisions of the Amended Credit Agreement and will perform in accordance
with its terms all the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender and
(vi) represents and warrants that it is not an Ineligible Institution. In connection with the foregoing, each New Lender agrees to (x) execute
such documents and agreements as the Administrative Agent may reasonably request (including, without limitation, an Administrative Questionnaire
reflecting such New Lender’s address for notices for the purposes of the Amended Credit Agreement) and (y) provide to the Administrative
Agent its name, address, tax identification number and/or such other information as shall be requested by the Administrative Agent to
comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT
Act.



 






    3


    


    

 


		d.	Reallocation of Revolving Exposure. On the Effective Date, (i) each Additional Revolving Commitment
Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall
determine, for the benefit of the other Revolving Lenders, as being required in order to cause, after giving effect to the Additional
Revolving Commitments and the use of such amounts to make payments to such other Revolving Lenders, each Lender’s portion of the
Aggregate Revolving Exposure to equal its revised Applicable Percentage (after giving effect to this Amendment) of such Aggregate Revolving
Exposure, and the Administrative Agent shall make such other adjustments among the Revolving Lenders with respect to Revolving Exposure
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 Effective Date (with such reborrowing to consist of the Types of
Revolving Loans, with related Interest Periods if applicable, specified by the Borrowers to the Administrative Agent). The deemed payments
made pursuant to the foregoing clause (d)(ii) 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 Borrower pursuant to the provisions of Section 2.16 of the Amended
Credit Agreement if the deemed payment occurs other than on the last day of the related Interest Periods.



 


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


 


		a.	Amendment. Administrative Agent shall have received this Amendment fully executed by the Borrowers,
the other Loan Parties immediately prior to the Effective Date, BDR-WY, each New Subsidiary, the Lenders (including each New Lender),
the Administrative Agent, the Issuing Bank and the Swingline Lender.



 


		b.	Fee Letter. The Administrative Agent shall have received the fee letter, dated as of May 31, 2021,
and fully executed by the Borrowers and the other parties thereto (the “Third Amendment Fee Letter”).



 






    4


    


    

 


		c.	Closing Certificates; Certified Certificates of Incorporation; Good Standing Certificates. The
Administrative Agent shall have received (i) a certificate of each Loan Party, dated as of the Effective Date and executed by its
Secretary or Assistant Secretary, which shall (A) certify the resolutions (or extracts of resolutions in the case of Project Oscar
Australian Holdings and Project Oscar Purchaser (each an “Initial Australian Loan Party”)) of its Board of Directors,
members or other body authorizing the execution, delivery and performance of the Loan Documents (as amended hereby) 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 (as
amended hereby) to which it is a party and, in the case of a 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, or in the case of each Initial Australian Loan Party, its constitution, (ii) a good standing
certificate for each Loan Party (other than each Initial Australian 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,
and (iii) if required, evidence that the constitution of each Initial Australian Loan Party has been amended to ensure that (A) its directors
are authorized to act in accordance with the best interests of its holding company in accordance with section 187 of the Australian Corporations
Act and (B) its directors must register a transfer of shares made under and in accordance with any Collateral Document.



 


		d.	No Default Certificate. The Administrative Agent shall have received a certificate, signed by a
Financial Officer of each Borrower and each other Loan Party, dated as of the Effective Date stating that, after giving effect to this
Amendment and the transactions contemplated hereby (including the consummation of the Project Oscar Acquisition and the incurrence of
the Additional Term Loans and the Additional Revolving Commitments) (i) no Event of Default under clause (a), (b), (h), (i), (j) or (m)
of Article VII of the Amended Credit Agreement has occurred and is continuing or would result therefrom and (ii) the Specified Representations
(as defined below) are true and correct in all material respects (or in all respects in the case of any representation or warranty qualified
by materiality or Material Adverse Effect) as of such date.



 


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



 


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



 






    5


    


    

 


		g.	Fees and Interest. (i) The Lenders and the Administrative Agent shall have received all fees required
to be paid (including pursuant to the Third Amendment Fee Letter), and all expenses for which invoices have been presented (including
the reasonable fees and expenses of legal counsel), on or before the Effective Date, and (ii) the Administrative Agent shall have received,
for the account of the applicable Lenders under the Credit Agreement immediately prior to the Effective Date, payment of all interest
and commitment fees accrued and unpaid under the Credit Agreement as of the Effective Date, together with any indemnification required
under Section 2.16 of the Amended Credit Agreement as provided in Section 3(d) above.



 


		h.	Specified Representations. The representations and warranties of the Loan Parties set forth in
Sections 6(a) and 6(b) of this Amendment and in Sections 3.01 (in respect of the Loan Parties), 3.02 (in respect of the
Loan Parties), 3.03 (in respect of the organizational documents of the Loan Parties), 3.08, 3.13, 3.16 (subject to the proviso to Section
4(o) below), 3.18, 3.19 and 3.21 of the Amended Credit Agreement (collectively, the “Specified Representations”)
must be true and correct in all material respects with the same effect as though made on the date hereof and after giving pro forma effect
to the Project Oscar Acquisition, the incurrence of the Additional Term Loans and Additional Revolving Commitments and the other transactions
contemplated by this Amendment (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).



 


		i.	Absence of Order. There shall be no order, injunction or decree of any governmental authority restraining
or prohibiting the funding of the Additional Term Loans.



 


		j.	Borrowing Request. The Administrative Agent shall have received a Borrowing Request in respect
of the Additional Term Loans to be funded on the Effective Date in accordance with the requirements set forth in Sections 2.02 and 2.03
of the Amended Credit Agreement.



 


		k.	Joinder Agreement and Security Agreement Supplements. Subject to Sections 5.13(e), (f) and (g)
of the Amended Credit Agreement, the Administrative Agent shall have received (i) a Joinder Agreement to the Amended Credit Agreement
executed by Rhino-Rack USA LLC (the “US Target”) and (ii) Security Agreement Supplements executed by each of BDR-WY,
Project Oscar US Holdings and the US Target, including such disclosures and related information required by the terms of the Security
Agreement, in each case, in form and substance reasonably satisfactory to the Administrative Agent.



 


		l.	Legal Opinions. The Administrative Agent shall have received customary legal opinions in respect
of the Loan Parties covering such matters reasonably requested by the Administrative Agent, all in form and substance reasonably satisfactory
to the Administrative Agent.



 


		m.	Searches. The Administrative Agent shall have received the results
of recent lien and intellectual property searches in each relevant jurisdiction with respect to BDR-WY and each Project Oscar Material
Subsidiary.



 






    6


    


    

 


		n.	Collateral. Subject to the following proviso and to Sections
                                                                5.13(e), (f) and (g) of the Amended Credit Agreement, all documents and instruments required to create and perfect the
                                                                Administrative Agent’s first priority security interest in the Collateral (including, without limitation, any Equity Interests
                                                                in BDR-WY, Project Oscar US Holdings and the US Target and any assets of such entities constituting Collateral) shall have been
                                                                executed and delivered by the Loan Parties and be in proper form for filing; provided that, to the extent any security
                                                                interest in any Collateral is not or cannot be provided and/or perfected on the Effective Date (other than the pledge and perfection
                                                                under U.S. law of the security interests (1) in the certificated equity securities or share certificates (if any) of BDR-WY,
                                                                Project Oscar US Holdings and Project Oscar Australian Holdings, together with customary stock powers or share transfer forms
                                                                executed in blank, (2) in other assets with respect to which a lien may be perfected by the filing of a financing statement under
                                                                the Uniform Commercial Code, (3) short-form filings with the United States Patent and Trademark Office or United States Copyright
                                                                Office and (4) in the agreements, documents or other instruments evidencing the Project Oscar Intercompany Debt (together with
                                                                customary allonges executed in blank)) after use by the Loan Parties of commercially reasonable efforts to do so or without undue
                                                                burden or unreasonable expense, then the provision and/or perfection of a security interest, as applicable, in such Collateral shall
                                                                not constitute a condition precedent to this Amendment, but instead shall be required to be delivered as provided in Section
                                                                5(b) below (it being understood and agreed that, in the case of creating a security interest in the
                                                                Collateral of any Loan Party organized under the laws of Australia, the creation and perfection of a security interest in such
                                                                Collateral shall not constitute a condition precedent to this Amendment, but instead shall be required to be delivered as provided
                                                                in Section 5(b) below). 



 


		o.	Project Oscar.



 


		(i)	Acquisition Agreement. The Administrative Agent shall have received executed copies of the Project
Oscar Acquisition Agreement, all in form and substance reasonably satisfactory to the Administrative Agent.



 


		(ii)	Consummation of Acquisition. The Project Oscar Acquisition shall have
been consummated in all material respects in accordance with the terms of the Project Oscar Acquisition Agreement substantially concurrently
(which may be within one Business Day) with the initial funding of the Additional Term Loans on the Effective Date, without giving effect
to any amendments, consents, waivers or other modifications thereto that are materially adverse to the Lenders without the prior written
consent of the Administrative Agent (it being understood that (a) any change in the cash consideration payable or the price (excluding
any price decrease of 10% or less) set forth in the Project Oscar Acquisition Agreement on May 30, 2021, (b) any material change to the
structure of the Project Oscar Acquisition and (c) any change in the representation set forth in paragraph 146 of Schedule 2 to the Project
Oscar Acquisition Agreement as in effect on May 30, 2021, in each case, will be deemed to be materially adverse to the interests of the
Lenders and will require the prior written consent of the Administrative Agent).



 


		(iii)	Required Information. The
                                            Administrative Agent and the Lenders shall have received (x) a pro forma consolidated balance
                                            sheet of the Company and its Subsidiaries as of March 31, 2021 and the related pro forma
                                            consolidated statement of income of the Company and its Subsidiaries for the twelve-month
                                            period ended March 31, 2021, in each case, prepared after giving effect to the Project
                                            Oscar Acquisition, the incurrence of the Additional Term Loans and Additional Revolving Commitments
                                            and the other transactions contemplated by this Amendment as if all of the foregoing has
                                            occurred as of such date (in the case of such balance sheet)
                                            or at the beginning of such period (in the case of such statement of income) on a pro forma
                                            basis in accordance with Regulation S-X under the Securities Act of 1933, as amended, and
                                            (y) a quality of earnings report in respect of the Project Oscar Targets issued by a third
                                            party provider reasonably acceptable to the Administrative Agent and in form and substance
                                            reasonably acceptable to the Administrative Agent.



 






    7


    


    

 


		(iv)	No Material Adverse Change. From April 30, 2021 to May 30, 2021, the business and operations of
the Company Group shall have been conducted in the ordinary course and there shall not have been any adverse change in the operation of
the Business, or the performance or the financial condition of the Company Group, that would have a negative or detrimental impact on
the Company Group individually or in aggregate of more than $2,700,000. Unless otherwise defined in this Amendment, all terms used in
this paragraph (iv) shall have the meanings ascribed thereto in the Project Oscar Acquisition Agreement as in effect on May 30, 2021.



 


		(v)	Specified Acquisition Agreement Representations. The Specified Acquisition Agreement Representations
(as defined below) must be true and correct in all material respects with the same effect as though made on the date hereof and after
giving pro forma effect to the Project Oscar Acquisition, the incurrence of the Additional Term Loans and Additional Revolving Commitments
and the other transactions contemplated by this Amendment (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). As used herein, “Specified Acquisition Agreement Representations” means such of the representations made
by or with respect to the Project Oscar Target in the Project Oscar Acquisition Agreement as are material to the interests of the Lenders,
but only to the extent that the Company or its Affiliates have the right (determined without regard to any notice requirement) to decline
to close under the Project Oscar Acquisition Agreement or to terminate the Company’s (or their) obligations under the Project Oscar
Acquisition Agreement or to decline to consummate the Project Oscar Acquisition, in each case, as a result of a breach of such representations
in the Project Oscar Acquisition Agreement.



 


For the avoidance of doubt,
except as otherwise expressly provided in this Section 4, each reference to “Loan Party” under this Section 4
shall include, without limitation, BDR-WY, Project Oscar US Holdings, Project Oscar Australian Holdings, Project Oscar Purchaser and the
US Target.


 


5.     Additional Covenants.





 


		a.	Pro Forma Compliance Certificate. On the Effective Date, the Company shall deliver to the Administrative
Agent a Compliance Certificate, signed by a Financial Officer of the Company, setting forth reasonably detailed calculations of the Consolidated
Total Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio and demonstrating compliance with Sections 6.12 and 6.13 of the
Amended Credit Agreement after giving pro forma effect to the Project Oscar Acquisition, the incurrence of the Additional Term Loans and
the Additional Revolving Commitments and the other transactions contemplated by this Amendment, all in form and substance
reasonably satisfactory to the Administrative Agent.



 






    8


    


    

 


		b.	Post-Closing Requirements. Not later than the dates set forth on Exhibit D to this Amendment
(or such later dates as the Administrative Agent shall agree in its sole discretion) or as otherwise required thereunder, the Loan Parties
shall take, or cause to be taken, the actions set forth on Exhibit D to this Amendment.



 


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





 


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



 


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



 


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



 


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



 


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


 


8.     Counterparts.
This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute
an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature
page of this Amendment by, subject to Section 9.06(b) of the Credit Agreement, that is an Electronic Signature transmitted by telecopy,
emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery
of a manually executed counterpart of this Amendment.


 






    9


    


    

 


9.     Reference to and Effect on the Loan Documents.





 


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



 


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



 


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



 


		d.	This Amendment is a Loan Document.



 


10.   Ratification. Each Borrower and each other Loan Party hereby restates, ratifies and reaffirms each and every term and condition
set forth in the Credit Agreement, as amended hereby, and the Loan Documents, including the Liens granted therein, effective as of the
date hereof. Without limiting the foregoing, each Loan Party party hereto, as debtor, grantor, pledgor, guarantor, or another similar
capacity in which such Loan Party grants liens or security interests in its properties or otherwise acts as a guarantor, joint or several
obligor or other accommodation party, as the case may be, in each case under the Loan Documents, hereby each (a) ratifies and reaffirms
all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party and (b)
to the extent such Loan Party granted liens on or security interests in any of its properties pursuant to any of the Loan Documents, hereby
ratifies and reaffirms such grant of security (and any filings with Governmental Authorities made in connection therewith) and confirms
that such liens and security interests continue to secure the Secured Obligations, including, without limitation, all additional Obligations
resulting from or incurred pursuant to the Amended Credit Agreement.


 


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


 


12.  
Integration. This Amendment, together with the other Loan Documents, incorporates all negotiations of the parties hereto
with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject
matter hereof.


 


13. 
Severability. In case any provision in this Amendment shall be invalid, illegal, or unenforceable, such provision shall
be severable from the remainder of this Amendment and the validity, legality, and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.


 


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


 






    10


    


    

 


15.  
No Novation. Neither the execution, delivery and acceptance of this Amendment nor any of the terms, covenants, conditions
or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or Secured
Obligations under the Credit Agreement or to pay, extinguish, release, satisfy or discharge (a) the Secured Obligations under the Credit
Agreement, (b) the liability of any Loan Party under the Credit Agreement or the other Loan Documents executed and delivered in connection
therewith or any Secured Obligations or other obligations evidenced thereby, or (c) any mortgages, deeds of trust, liens, security interests
or contractual or legal rights securing all or any part of such Secured Obligations.


 


[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]


 






    11


    


    

 


 


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


 


	 	BORROWERS:
	 	 
	 	CLARUS CORPORATION,
	 	a Delaware corporation
	 	 
	 	By  	/s/
    Aaron J. Kuehne
	 	 	Name:  	Aaron J. Kuehne
	 	 	Title:	Chief Financial Officer,
	 	 	 	Chief Administrative Officer,
	 	 	 	Treasurer and Secretary
	 	 
	 	BLACK DIAMOND RETAIL, INC.,
	 	a
    Delaware corporation
	 	 
	 	By	/s/
    Aaron J. Kuehne
	 	 	Name:	Aaron J. Kuehne
	 	 	Title:	Chief Financial Officer and Secretary
	 	 
	 	BLACK DIAMOND RETAIL –
    ALASKA, LLC,
	 	a Delaware limited liability company
	 	 
	 	By	/s/
    Aaron J. Kuehne
	 	 	Name:	Aaron J. Kuehne
	 	 	Title:	Chief Financial Officer and Secretary
	 	 
	 	SIERRA BULLETS, L.L.C.,
	 	a
    Delaware limited liability company
	 	 
	 	By	/s/
    Aaron J. Kuehne
	 	 	Name:	Aaron J. Kuehne
	 	 	Title:	Secretary
	 	 
	 	SKINOURISHMENT, LLC,
	 	a
    Delaware limited liability company
	 	 
	 	By	/s/
    Aaron J. Kuehne
	 	 	Name:	Aaron J. Kuehne
	 	 	Title:	Treasurer and Secretary  




 


[Signature
Page to Third Amendment to Credit Agreement]


 






     


     


    

 



	 	BLACK DIAMOND
    RETAIL – COLORADO, LLC, 
	 	a Delaware limited
    liability company
	 	 
	 	By   	/s/
    Aaron J. Kuehne
	 	 	Name:  
    	Aaron J. Kuehne
	 	 	Title:	Chief Financial Officer and
    Secretary
	 	 
	 	BLACK DIAMOND
    RETAIL – MONTANA, LLC, 
	 	a Delaware limited
    liability company
	 	 
	 	By 	/s/
    Aaron J. Kuehne
	 	 	Name:	Aaron J. Kuehne
	 	 	Title: 	Chief Financial Officer and
    Secretary
	 	 
	 	BARNES BULLETS
    – MONA, LLC, 
	 	a Delaware limited
    liability company
	 	 
	 	By 	/s/
    Aaron J. Kuehne
	 	 	Name: 	Aaron J. Kuehne
	 	 	Title: 	Secretary
	 	 
	 	BLACK DIAMOND
    RETAIL – WYOMING, LLC, 
	 	a Delaware limited
    liability company
	 	 
	 	By 	/s/
    Aaron J. Kuehne
	 	 	Name:	Aaron J. Kuehne
	 	 	Title:	Chief Financial Officer and
    Secretary



 


[Signature
Page to Third Amendment to Credit Agreement]


 






     


     


    

 


	 	OTHER LOAN PARTIES:
	 	 
	 	BLACK DIAMOND
    EQUIPMENT, LTD.,
	 	a Delaware corporation
	 	 
	 	By  	/s/
    Aaron J. Kuehne
	 	 	Name:  	Aaron J. Kuehne
	 	 	Title:	Chief Financial Officer and
    Secretary
	 	 
	 	EVEREST/SAPPHIRE
    ACQUISITION, LLC, 
	 	a Delaware limited
    liability company
	 	 
	 	By	/s/
    Aaron J. Kuehne
	 	 	Name:	Aaron J. Kuehne
	 	 	Title:	Secretary and Treasurer
	 	 
	 	BD EUROPEAN
    HOLDINGS, LLC, 
	 	a Delaware limited
    liability company
	 	 
	 	By	/s/
    Aaron J. Kuehne
	 	 	Name:	Aaron J. Kuehne
	 	 	Title:	Secretary and Treasurer
	 	 
	 	BD EUROPEAN
    HOLDINGS, LLC, 
	 	a Delaware limited
    liability company
	 	 
	 	By	/s/
    Aaron J. Kuehne
	 	 	Name:	Aaron J. Kuehne
	 	 	Title:	Secretary and Treasurer



 


[Signature
Page to Third Amendment to Credit Agreement]


 






     


     


    

 
	 	OSCAR ALUMINIUM HOLDINGS, INC.,
	 	a Delaware corporation
	 	 
	 	By  	/s/
    Aaron J. Kuehne
	 	 	Name:  	Aaron J. Kuehne
	 	 	Title:	Chief Financial Officer and Secretary
	 	 
	 	Executed
                                            in accordance with section 127
                                            of the Corporations
                                            Act 2001 by
                                            Oscar
                                            ALUMINIUM HOLDINGS Pty Ltd (ACN 650 522 811):

	 	 
	 	By	/s/
    Aaron J. Kuehne
	 	 	Name:	Aaron J. Kuenhe
	 	 	Title:	Director
	 	 
	 	By	/s/
    Aaron J. Kuehne
	 	 	Name:	Bruce Bell
	 	 	Title:	Director/Secretary
	 	 
	 	Executed
                                            in accordance with section 127
                                            of the Corporations
                                            Act 2001 by
                                            Oscar Aluminium Pty Ltd (ACN 650 523 621):

	 	 
	 	By	/s/
    Aaron J. Kuehne
	 	 	Name:	Aaron J. Kuehne
	 	 	Title:	Director
	 	 
	 	By	/s/
    Bruce Bell
	 	 	Name:	Bruce Bell
	 	 	Title:	Director/Secretary


 


[Signature
Page to Third Amendment to Credit Agreement]


 






     


     


    

 


	 	LENDERS:
	 	 
	 	JPMORGAN CHASE
    BANK, N.A., as Administrative Agent, Swingline Lender, Issuing Bank and individually as a Lender
	 	 
	 	By  	/s/
    Kristin L. Gubler
	 	 	Name:  	Kristin L. Gubler
    
	 	 	Title:	Authorized Signer



 


[Signature
Page to Third Amendment to Credit Agreement]


 




     


     


    

 



	 	U.S. BANK NATIONAL
    ASSOCIATION, as Syndication Agent and individually as a Lender
	 	 
	 	By:  	/s/
    Amber Gracanin
	 	 	Name:  	Amber Gracanin
	 	 	Title:	Vice- President



 


[Signature
Page to Third Amendment to Credit Agreement]


 






     


     


    

 


	 	REGIONS BANK, as
    a Co-Documentation Agent and individually as a Lender
	 	 
	 	By:  	/s/
    Cheryl L. Shelhart
	 	 	Name:  	Cheryl L. Shelhart
	 	 	Title:	Director




 


[Signature
Page to Third Amendment to Credit Agreement]


 






     


     


    

 


	 	BANK OF AMERICA, N.A., as
    a Co-Documentation Agent and individually as a Lender
	 	 
	 	By:  	/s/
    Mont James
	 	 	Name:  	Mont James
	 	 	Title:	Senior Vice President




 


[Signature
Page to Third Amendment to Credit Agreement]


 






     


     


    

 


	 	ZIONS BANCORPORATION, NATIONAL
    ASSOCIATION, DBA ZIONS BANK, as a Lender
	 	 
	 	By:  	/s/ Raymond E. Seger
	 	 	Name:  	Raymond E. Seger
	 	 	Title:	Senior Vice President




 


[Signature
Page to Third Amendment to Credit Agreement]


 






     


     


    

 


EXHIBIT A


 


Amended Credit Agreement


 


[Attached]


 






     


     


    

 


	
    ACTIVE 267641865v.111



 


EXHIBIT A


 





 



 


 


 


CREDIT AGREEMENT


 


dated as of


 


May 3, 2019,

as amended on May 28, 2019, and

as further amended on November 12, 2020, and

as further amended July 1, 2021


 


among


 


CLARUS CORPORATION,

BLACK DIAMOND RETAIL, INC.,

BLACK DIAMOND RETAIL - ALASKA, LLC,

SIERRA BULLETS, L.L.C.,

SKINOURISHMENT, LLC,

BLACK DIAMOND RETAIL – COLORADO, LLC,

BLACK DIAMOND RETAIL – MONTANA, LLC, and 

BLACK DIAMOND RETAIL – WYOMING, LLC, and BARNES BULLETS – MONA, LLC,

as Borrowers,


 


The other Loan Parties Party Hereto,


 


The Lenders Party Hereto,


 


and


 


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent,


 


U.S.
BANK NATIONAL ASSOCIATION,

as Syndication Agent,


 


and


 


REGIONS BANK and BANK OF AMERICA, N.A.,

as Co-Documentation Agents


 





 



 


JPMORGAN CHASE BANK, N.A.,

as Sole Bookrunner and Sole Lead Arranger




 





 



 


 






     


     


    

 


TABLE
OF CONTENTS


 


Page


 


	ARTICLE
  I DEFINITIONS	1




 


	 	SECTION
  1.01.	Defined
  Terms	1
	 	SECTION
  1.02.	Classification
  of Loans and Borrowings	35
	 	SECTION
  1.03.	Terms
  Generally	35
	 	SECTION
  1.04.	Accounting
  Terms; GAAP	35
	 	SECTION
  1.05.	Currency
  Translations; Currency Matters	36
	 	SECTION
  1.06.	Status
  of Obligations	36
	 	SECTION
  1.07.	Interest
  Rates; LIBOR Notification	37
	 	SECTION
  1.08.	Letters
  of Credit	37
	 	SECTION
  1.09.	Divisions	38




 


	ARTICLE
  II THE CREDITS	38


 


	 	SECTION
  2.01.	Commitments	38
	 	SECTION
  2.02.	Loans
  and Borrowings	38
	 	SECTION
  2.03.	Requests
  for Borrowings	39
	 	SECTION
  2.04.	[Intentionally
  Omitted]	39
	 	SECTION
  2.05.	Swingline
  Loans	40
	 	SECTION
  2.06.	Letters
  of Credit	40
	 	SECTION
  2.07.	Funding
  of Borrowings	44
	 	SECTION
  2.08.	Interest
  Elections	45
	 	SECTION
  2.09.	Termination
  of Commitments; Increase in Commitments	46
	 	SECTION
  2.10.	Repayment
  and Amortization of Loans; Evidence of Debt	48
	 	SECTION
  2.11.	Prepayment
  of Loans	49
	 	SECTION
  2.12.	Fees	50
	 	SECTION
  2.13.	Interest	50
	 	SECTION
  2.14.	Alternate
  Rate of Interest; Illegality	51
	 	SECTION
  2.15.	Increased
  Costs	53
	 	SECTION
  2.16.	Break
  Funding Payments	55



 






    i


     


    

 


	 	SECTION
  2.17.	Withholding
  of Taxes; Gross-Up	55
	 	SECTION
  2.18.	Payments
  Generally; Allocation of Proceeds; Sharing of Set-offs	58
	 	SECTION
  2.19.	Mitigation
  Obligations; Replacement of Lenders	61
	 	SECTION
  2.20.	Defaulting
  Lenders	61
	 	SECTION
  2.21.	Returned
  Payments	63
	 	SECTION
  2.22.	Banking
  Services and Swap Agreements	63


 


	ARTICLE
  III REPRESENTATIONS AND WARRANTIES	63


 


	 	SECTION
  3.01.	Organization;
  Powers	63
	 	SECTION
  3.02.	Authorization;
  Enforceability	63
	 	SECTION
  3.03.	Governmental
  Approvals; No Conflicts	64
	 	SECTION
  3.04.	Financial
  Condition; No Material Adverse Change	64
	 	SECTION
  3.05.	Properties	64
	 	SECTION
  3.06.	Litigation
  and Environmental Matters	64
	 	SECTION
  3.07.	Compliance
  with Laws and Agreements; No Default	65
	 	SECTION
  3.08.	Investment
  Company Status	65
	 	SECTION
  3.09.	Taxes	65
	 	SECTION
  3.10.	ERISA	65
	 	SECTION
  3.11.	Disclosure	65
	 	SECTION
  3.12.	Material
  Agreements	66
	 	SECTION
  3.13.	Solvency	66
	 	SECTION
  3.14.	Insurance	66
	 	SECTION
  3.15.	Capitalization
  and Subsidiaries	67
	 	SECTION
  3.16.	Security
  Interest in Collateral	67
	 	SECTION
  3.17.	Employment
  Matters	67
	 	SECTION
  3.18.	Federal
  Reserve Regulations	67
	 	SECTION
  3.19.	Use
  of Proceeds	67
	 	SECTION
  3.20.	No
  Burdensome Restrictions	67
	 	SECTION
  3.21.	Anti-Corruption
  Laws and Sanctions	68
	 	SECTION
  3.22.	Common
  Enterprise	68
	 	SECTION
  3.23.	EEA
  Financial Institutions	68
	 	SECTION
  3.24.	Carrying
  on Business; Assets	68


 






    ii


     


    

 


	ARTICLE
  IV CONDITIONS	68


 


	 	SECTION
  4.01.	Effective
  Date	68
	 	SECTION
  4.02.	Each
  Credit Event	71


 


	ARTICLE
  V AFFIRMATIVE COVENANTS	71


 


	 	SECTION
  5.01.	Financial
  Statements; Other Information	71
	 	SECTION
  5.02.	Notices
  of Material Events	74
	 	SECTION
  5.03.	Existence;
  Conduct of Business	75
	 	SECTION
  5.04.	Payment
  of Obligations	75
	 	SECTION
  5.05.	Maintenance
  of Properties	75
	 	SECTION
  5.06.	Books
  and Records; Inspection Rights	75
	 	SECTION
  5.07.	Compliance
  with Laws and Material Contractual Obligations	76
	 	SECTION
  5.08.	Use
  of Proceeds	76
	 	SECTION
  5.09.	Accuracy
  of Information	76
	 	SECTION
  5.10.	Insurance	77
	 	SECTION
  5.11.	Casualty
  and Condemnation	77
	 	SECTION
  5.12.	Depository
  Banks	77
	 	SECTION
  5.13.	Additional
  Collateral; Further Assurances	77
	 	SECTION
  5.14.	Other
  Debt	78


 


	ARTICLE
  VI NEGATIVE COVENANTS	79


 


	 	SECTION
  6.01.	Indebtedness	79
	 	SECTION
  6.02.	Liens	81
	 	SECTION
  6.03.	Fundamental
  Changes	83
	 	SECTION
  6.04.	Investments,
  Loans, Advances, Guarantees and Acquisitions	84
	 	SECTION
  6.05.	Asset
  Sales	86
	 	SECTION
  6.06.	Sale
  and Leaseback Transactions	87
	 	SECTION
  6.07.	Swap
  Agreements	87
	 	SECTION
  6.08.	Restricted
  Payments; Certain Payments of Indebtedness	87
	 	SECTION
  6.09.	Transactions
  with Affiliates	88
	 	SECTION
  6.10.	Restrictive
  Agreements	89
	 	SECTION
  6.11.	Amendment
  of Material Documents	89
	 	SECTION
  6.12.	Consolidated
  Total Leverage Ratio	89
	 	SECTION
  6.13.	Consolidated
  Fixed Charge Coverage Ratio	89


 


 






    iii


     


    

 


	ARTICLE
  VII EVENTS OF DEFAULT	89
	 	 
	ARTICLE
  VIII THE ADMINISTRATIVE AGENT	92


 


	 	SECTION
  8.01.	Appointment	92
	 	SECTION
  8.02.	Rights
  as a Lender	92
	 	SECTION
  8.03.	Duties
  and Obligations	92
	 	SECTION
  8.04.	Reliance	93
	 	SECTION
  8.05.	Actions
  through Sub-Agents	93
	 	SECTION
  8.06.	Resignation	93
	 	SECTION
  8.07.	Non-Reliance	94
	 	SECTION
  8.08.	Certain
  ERISA Matters	95
	 	SECTION
  8.09.	Not
  Partners or Co-Venturers; Administrative Agent as Representative of the Secured Parties	96
	 	SECTION
  8.10.	Flood
  Laws	96


 


	ARTICLE
  IX MISCELLANEOUS	97


 


	 	SECTION
  9.01.	Notices	97
	 	SECTION
  9.02.	Waivers;
  Amendments	99
	 	SECTION
  9.03.	Expenses;
  Indemnity; Damage Waiver	101
	 	SECTION
  9.04.	Successors
  and Assigns	103
	 	SECTION
  9.05.	Survival	107
	 	SECTION
  9.06.	Counterparts;
  Integration; Effectiveness; Electronic Execution	107
	 	SECTION
  9.07.	Severability	108
	 	SECTION
  9.08.	Right
  of Setoff	108
	 	SECTION
  9.09.	Governing
  Law; Jurisdiction; Consent to Service of Process	109
	 	SECTION
  9.10.	WAIVER
  OF JURY TRIAL	109





	 	SECTION
  9.11.	Headings	109
	 	SECTION
  9.12.	Confidentiality	110
	 	SECTION
  9.13.	Several
  Obligations; Nonreliance; Violation of Law	111
	 	SECTION
  9.14.	USA
  PATRIOT Act	111



 






    iv


     


    

 


	 	SECTION
  9.15.	Disclosure	111
	 	SECTION
  9.16.	Appointment
  for Perfection	111
	 	SECTION
  9.17.	Interest
  Rate Limitation	111
	 	SECTION
  9.18.	Marketing
  Consent	111
	 	SECTION
  9.19.	Acknowledgement
  and Consent to Bail-In of Affected Financial Institutions	111
	 	SECTION
  9.20.	No
  Fiduciary Duty, etc	112


 


	ARTICLE
  X LOAN GUARANTY	113


 








	 	SECTION
  10.01.	Guaranty	113
	 	SECTION
  10.02.	Guaranty
  of Payment	113
	 	SECTION
  10.03.	No
  Discharge or Diminishment of Loan Guaranty	113
	 	SECTION
  10.04.	Defenses
  Waived	114
	 	SECTION
  10.05.	Rights
  of Subrogation	114
	 	SECTION
  10.06.	Reinstatement;
  Stay of Acceleration	115
	 	SECTION
  10.07.	Information	115
	 	SECTION
  10.08.	Termination	115
	 	SECTION
  10.09.	Taxes	115
	 	SECTION
  10.10.	Maximum
  Liability	115
	 	SECTION
  10.11.	Contribution	115
	 	SECTION
  10.12.	Liability
  Cumulative	116
	 	SECTION
  10.13.	Keepwell	116
	 	SECTION
  10.14.	Acknowledgement
  Regarding Any Supported QFCs	116
	 	SECTION
  10.15.	Joint
  and Several	117


 


	ARTICLE
  XI THE BORROWER REPRESENTATIVE	118


 





	 	SECTION
  11.01.	Appointment;
  Nature of Relationship	118
	 	SECTION
  11.02.	Powers	118
	 	SECTION
  11.03.	Employment
  of Agents	118
	 	SECTION
  11.04.	Intentionally
  Omitted	118
	 	SECTION
  11.05.	Successor
  Borrower Representative	118
	 	SECTION
  11.06.	Execution
  of Loan Documents	118


 






    v


     


    

 


	SCHEDULES:
	Commitment
    Schedule
	Schedule 3.05
    -- Properties
	Schedule 3.06
    -- Disclosed Matters
	Schedule 3.12
    – Material Agreements
	Schedule 3.14
    -- Insurance
	Schedule 3.15
    – Capitalization and Subsidiaries
	Schedule 6.01
    -- Existing Indebtedness
	Schedule 6.02
    -- Existing Liens
	Schedule 6.04
    -- Existing Investments
	Schedule 6.10
    -- Existing Restrictions
	 
	EXHIBITS:
	Exhibit A
    – Form of Assignment and Assumption
	Exhibit B
    – Form of Borrowing Request
	Exhibit C
    – Form of Interest Election Request
	Exhibit D
    – Form of Joinder Agreement
	Exhibit E
    – Form of Compliance Certificate
	Exhibit F
    – Form of Instrument of Adherence


 






    vi


     


    

 


CREDIT AGREEMENT dated as
of May 3, 2019, as amended on May 28, 2019, and
as further amended on November 12, 2020 and as further
amended on July 1, 2021 (as it may be amended, restated, supplemented or otherwise modified from time to time, this
 “Agreement”) among CLARUS CORPORATION, a Delaware corporation (the “Company”), BLACK DIAMOND RETAIL,
INC., a Delaware corporation (“BDR”), BLACK DIAMOND RETAIL – ALASKA, LLC, a Delaware limited liability company
(“BDR-AK”), SIERRA BULLETS, L.L.C., a Delaware limited liability company (“Sierra”), SKINOURISHMENT,
LLC, a Delaware limited liability company (“Skin”), BLACK DIAMOND RETAIL
 – COLORADO, LLC, a Delaware limited liability company (“BDR-CO”), BLACK DIAMOND RETAIL – MONTANA, LLC,
a Delaware limited liability company (“BDR-MO”), BLACK DIAMOND RETAIL – WYOMING,
LLC, a Delaware limited liability company (“BDR-WY”), and BARNES BULLETS – MONA, LLC, a Delaware limited
liability company (“Barnes” and together with the Company, BDR, BDR-AK, Sierra, Skin,
BDR-CO and,
BDR-MO and BDR-WY and any other
Person that joins this Agreement as a Borrower in accordance with the terms hereof, are referred to hereinafter each individually as
a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the other Loan Parties
party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.


 


The parties hereto agree as
follows:


 


ARTICLE I



DEFINITIONS


 


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


 


“ABR”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at
a rate determined by reference to the Alternate Base Rate.


 


“Acquisition”
means any transaction, or any series of related transactions, consummated on or after the Effective Date, by which any Loan Party (a) acquires
any going business or all or substantially all of the assets of any Person, whether through purchase of assets, merger or otherwise or
(b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a
majority (in number of votes) of the Equity Interests of a Person which has ordinary voting power for the election of directors or other
similar management personnel of a Person (other than Equity Interests having such power only by reason of the happening of a contingency)
or a majority of the outstanding Equity Interests of a Person.


 


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


 


“Additional
Term Lenders” means, as of any date of determination, Lenders having an Additional Term Loan Commitment.


 


“Additional
Term Loan Commitment” means as to any Additional Term Lender, the commitment of such Additional Term Lender to make Additional Term
Loans as set forth on Exhibit C to the Third Amendment or in the most recent Assignment and Assumption executed by such Additional Term
Lender, as applicable.


 


“Additional
Term Loans” means the term loans extended by the Additional Term Lenders to the Borrowers on the Third Amendment Effective Date
pursuant to Section 2.01(b) hereof.


 






     


     


    

 


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


 


“Administrative Agent”
means JPMorgan Chase Bank, N.A. (including its branches and affiliates),
in its capacity as administrative agent and security trustee (where applicable)
for the Lenders hereunder.


 


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


 


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


 


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


 


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


 


“Aggregate
Revolving Commitment” means, at any time, the aggregate of the Revolving Commitments of all of the Lenders, as increased
or reduced from time to time pursuant to the terms and conditions hereof. As of the SecondThird Amendment
Effective Date, the Aggregate Revolving Commitment is $60,000,000100,000,000.


 


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


 


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


 


“Aggregate Term
Loan Commitment” means,
at any time, the aggregate amount of the unused
Additional Term Loan Commitments of all of the Lenders at
such time. As of the Third
Amendment Effective Date,
prior to giving effect to the funding of the Additional Term Loans, the Aggregate Term Loan Commitment was
$ 20,000,000is
$125,000,000.


 


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


 


“Allocable Amount”
has the meaning assigned to such term in Section 10.11. “ALTA” means the American Land Title Association.


 


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


 






    2


     


    

 


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


 


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


 


“Applicable Percentage”
means, with respect to any Lender, (a) with respect to Revolving Loans, LC Exposure or Swingline Loans, a percentage equal to a fraction
the numerator of which is such Lender’s Revolving Commitment and the denominator of which is the Aggregate Revolving Commitment
provided that, if the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon such
Lender’s share of the Aggregate Revolving Exposure at that time, and (b) with respect to the Term Loans, a percentage equal
to a fraction the numerator of which is such the sum of such Lender’s Additional
Term Loan Commitment (if any) and outstanding Term Loans held by
such Lender and the denominator of which is the sum of the Aggregate Term Loan Commitment (if
any) and aggregate outstanding Term Loans held by all Lenders; provided that, in accordance with Section 2.20,
so long as any Lender shall be a Defaulting Lender, such Defaulting Lender’s Revolving Commitment shall be disregarded in the foregoing
calculation.


 


“Applicable Rate”
means, for any day, with respect to any Loan, or with respect to the commitment fees payable hereunder, as the case may be, the applicable
rate per annum set forth below under the caption “Revolver ABR Spread”, “Revolver EurodollarTerm
Benchmark Spread for Revolving Loans”, “Term
Loan ABR Spread”, “Term Loan EurodollarBenchmark
Spread for Term Loans” or “Commitment Fee Rate”,
as the case may be, based upon the Consolidated Total Leverage Ratio measured on a trailing twelve month basis, as of the most recent
determination date:; provided
that, until the delivery to the Administrative Agent of the Company’s consolidated financial statements delivered pursuant to Section 5.01
for the fiscal quarter ending June 30, 2021, the “Applicable Rate” shall be the applicable rates per annum set forth below
in Category 4:


 


	Consolidated
Total Leverage Ratio

                                                                
	 	Revolver
    EurodollarTerm  

    Benchmark Spread for 

    Revolving 

    Loans	 	 	Revolver
ABR 

Spread
	 	 	Term
Loan 
 EurodollarBen

chmark Spread 

for Term 
 Loans 
	 	 	Term
                                            Loan 

                                            ABR Spread

                                                                            
	 	 	Commitment
                                            

                                            Fee Rate

                                                                            
	 
	Category
                                            1 <1.50 to 1.00
	 	 	1.500	%	 	 	0.500	%	 	 	1.500	%	 	 	0.500	%	 	 	0.15	%
	Category
                                            2 ≥1.50 to 1.00 and < 2.50 to 1.00
	 	 	1.875	%	 	 	0.875	%	 	 	1.875	%	 	 	0.875	%	 	 	0.20	%
	Category
                                            3 ≥2.50 to 1.00
                                            and < 3.50 to 1.00
	 	 	2.250	%	 	 	1.250	%	 	 	2.250	%	 	 	1.250	%	 	 	0.25	%
	Category
    4 ≥ 3.50 to 1.00	 	 	2.625	%	 	 	1.625	%	 	 	2.625	%	 	 	1.625	%	 	 	0.30	%



  



    3


     


    

 


For purposes of the foregoing
Categories, (a) the Applicable Rate shall be determined as of the end of each fiscal quarter of the Company based upon the Company’s
annual or monthly (that is a quarter end) consolidated financial statements delivered pursuant to Section 5.01 and (b) each
change in the Applicable Rate resulting from a change in the Consolidated Total Leverage Ratio shall be effective during the period commencing
on and including the date of delivery to the Administrative Agent of such consolidated financial statements indicating such change and
ending on the date immediately preceding the effective date of the next such change, provided that (i)
the Consolidated Total Leverage Ratio shall be deemed to be in Category 34
at the option of the Administrative Agent or at the request of the Required Lenders if the Company fails to deliver the annual or monthly
(that is a quarter end) consolidated financial statements required to be delivered by it pursuant to Section 5.01, during the period
from the expiration of the time for delivery thereof until such consolidated financial statements are delivered.
and (ii) notwithstanding anything in this Agreement to the contrary, solely
for purposes of determining the Applicable Rate that is based on the Company’s consolidated financial statements delivered pursuant
to Section 5.01 for the fiscal quarter ending June 30, 2021, such calculation of the Applicable Rate shall be based on such consolidated
financial statements after giving pro forma effect to the consummation of the Project Oscar Acquisition and the other Project Oscar Transactions,
the incurrence of the Additional Term Loans and the incurrence or assumption of any other Loans and Indebtedness in connection with the
Project Oscar Acquisition, in a manner reasonably satisfactory to the Administrative Agent.


 


If
at any time the Administrative Agent determines that the financial statements upon which the Applicable Rate was determined were incorrect
(whether based on a restatement, fraud or otherwise), or any ratio or compliance information in a Compliance Certificate or other certification
was incorrectly calculated, relied on incorrect information or was otherwise not accurate, true or correct, (x) if the Applicable Rate
would have been higher for such period, the Borrowers shall be required to retroactively pay any additional amount that the Borrowers
would have been required to pay if such financial statements, Compliance Certificate or other information had been accurate and/or computed
correctly at the time they were delivered and (y) if the Applicable Rate would have been lower for such period, the Administrative Agent
shall credit the Borrowers on future interest payments on behalf of the applicable Lenders the difference between the amount that would
have accrued and been due and payable and the amount actually paid in respect of such period.


 


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


 


“Arranger”
means JPMorgan Chase Bank, N.A., in its capacity as sole bookrunner and sole lead arranger hereunder.


 


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


 


“Augmenting Lender”
has the meaning assigned to such term in Section 2.09(d). “Austria GmbH Debt Agreement” has the meaning assigned
to such term in Section 6.04.


 


“Australian
Corporations Act” means the Corporations Act 2001 (Cth).


 


“Australian
Entity” means any Person incorporated or established under the laws of Australia (including any State or territory of Australia).


  


“Australian
Loan Party” means any Loan Party that is an Australian Entity.


 






    4


     


    

 


“Australian
PPSA” means Personal Property Securities Act 2009 (Cth) and any regulations in force at any time under the PPSA, including the Personal
Property Securities Regulations 2010 (Cth).


 


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


 


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


 


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


 


“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 an Affiliate of a Lender:
(a) credit cards for commercial customers (including, without limitation, “commercial credit cards” and purchasing cards),
(b) stored value cards, (c) merchant processing services, (d) treasury management services (including, without limitation,
controlled disbursement, automated clearinghouse transactions, return items, any direct debit scheme or arrangement, overdrafts, and interstate
depository network services), and (e) Lease Financing.


 


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


 


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


 


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


 






    5


     


    

 


“Benchmark”
means, initially, LIBO Rate; provided that if a Benchmark Transition Event, a Term SOFR Transition Event or,
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 (bc)
or clause (cd)
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;


 


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.


 






    6


     


    

 


“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 may be appropriate to reflect the adoption and implementation
of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent
with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively
feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists,
in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration
of this Agreement and the other Loan Documents).


 


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


 






    7


     


    

 


(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 first
date of the publicon
which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory
supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided that such non-representativeness
will be determined by reference to the most recent statement or publication of
information referenced thereinin
such clause (3) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date;


 


(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);


 


(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),
in each case, which states that the administrator of such Benchmark (or such component) has ceased
or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that,
at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of
such Benchmark (or such component thereof); or


 






    8


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“BIA”
means the Bankruptcy and Insolvency Act (Canada).


 


“Black Diamond”
means Black Diamond Equipment, Ltd., a Delaware corporation. “Board” means the Board of Governors of the Federal Reserve
System of the U.S.


 


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


 


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


 


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


 


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


 


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


 






    9


     


    

 


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


 


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


 


“Capital Expenditures”
means, without duplication, any expenditure or commitment to expend money for any purchase or other acquisition of any asset which would
be classified as a fixed or capital asset on a consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with
GAAP.


 


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


 


“CCAA”
means the Companies’ Creditors Arrangement Act (Canada).


 


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


 






    10


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“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.


 






    11


     


    

 


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


 


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


 


“Compliance
Certificate” has the meaning assigned to such term in Section 5.01(d).


 


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


 


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


 


“Consolidated
Total Assets” means, at any date, total assets of the Company and its Subsidiaries calculated on a consolidated basis as of such
date.


 


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


 


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


 


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


 


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


 


“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.


 






    12


     


    

 


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


 


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


 


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


 


“Covered
Entity” means any of the following:


 


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


 


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


 


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


 


“Covered
Party” has the meaning assigned to such term in Section 10.14.


 


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


 


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


 


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


 


“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.


 






    13


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Dollar Equivalent”
of any amount means, at the time of determination thereof, (a) if such amount is expressed in U.S. Dollars, such amount and (b) if
such amount is denominated in any other currency, the equivalent of such amount in U.S. Dollars as determined by the Administrative Agent
using any method of determination it reasonably deems appropriate.


 


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


 






    14


     


    

 


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


 


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


 


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


 


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


 


“EBITDA”
means, for any period, Net Income for such period plus (a) without duplication and to the extent deducted in determining
Net Income for such period, the sum of (i) Interest Expense for such period, (ii) income tax expense for such period net of
tax refunds, (iii) all amounts attributable to depreciation and amortization expense for such period, (iv) any extraordinary
non-cash charges for such period, (v) any other non-cash charges for such period (but excluding any non-cash charge in respect of
an item that was included in Net Income in a prior period and any non-cash charge that relates to the write-down or write-off of inventory
in an aggregate amount in excess of $1,000,000 during such period), (vi) costs, charges, losses and expenses to the extent covered
by insurance under which the insurer has been properly notified and has not denied or contested coverage, (vii) any fees, costs or
expenses incurred during such period in connection with any Permitted Acquisition or financing that was not consummated, in an aggregate
amount not to exceed $500,000 in any fiscal year of the Loan Parties and not to exceed $2,000,000 during the term of this Agreement, (viii) the
effect on earnings of any write-ups or write-downs of inventory following the consummation of a Permitted Acquisition or other Acquisition
permitted hereunder as a result of purchase accounting, and (ix) fees, costs and expenses incurred during such period associated
with facilities relocations, plant shutdowns or the discontinuance of operations, in an aggregate amount not to exceed 10% of EBITDA (calculated
without giving effect to this clause (ix)) for such period, minus (b) without duplication and to the extent included
in Net Income, (i) any cash payments made during such period in respect of non-cash charges described in clause (a)(v) taken
in a prior period and (ii) any extraordinary gains and any non-cash items of income for such period, all calculated for the Company
and its Subsidiaries on a consolidated basis in accordance with GAAP. For the purposes of calculating EBITDA (including Net Income) for
any period of twelve consecutive months, if at any time during such period, any Loan Party or any of its Subsidiaries shall have consummated
a Permitted Acquisition or any other Acquisition permitted hereunder, EBITDA (including Net Income) for such period shall be calculated
after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to such Permitted
Acquisition or other Acquisition permitted hereunder, are factually supportable, and are expected to have a continuing impact, in each
case determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted
by the SEC and as certified by a Financial Officer of the Borrowers) or in such other manner acceptable to Administrative Agent in its
Permitted Discretion as if such Permitted Acquisition or other Acquisition permitted hereunder or adjustment occurred on the first day
of such period.


 






    15


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Environmental Laws”
means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued,
promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural
resources, the management, Release or threatened Release of any Hazardous Material or to health and safety matters.


 


“Environmental Liability”
means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties
or indemnities), directly or indirectly resulting from or based upon (a) any violation of any Environmental Law, (b) the generation,
use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) any exposure to any Hazardous Materials,
(d) the Release or threatened Release of any Hazardous Materials into the environment or (e) any contract, agreement or other
consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.


 


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


 


“Equity Interests”
means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a
trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase
or acquire any of the foregoing; provided that “Equity Interests” shall not include any Convertible
Notes (it being understood for the avoidance of doubt that any capital stock of the Company into which the Convertible Notes are actually
converted shall constitute Equity Interests of the Company only after the date such capital stock of the Company is delivered upon settlement
of any conversion)..


 






    16


     


    

 



 


 


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    17 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“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.


 






    18 


     


    

 


“Foreign
Plan” means any retirement benefit or pension plan maintained or contributed to by, or entered into with, any Borrower or Subsidiary
with respect to any employees employed outside the United States which under applicable laws is required to be funded through a trust
or other funding vehicle other than a trust or funding vehicle maintained exclusively by a Governmental Authority.


 


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


 


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


 


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


 


“GAAP”
means generally accepted accounting principles in the U.S.


 


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


 


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


 


“Guaranteed Obligations”
has the meaning assigned to such term in Section 10.01. “Guarantor Payment” has the meaning assigned to such term
in Section 10.11.


 


“Hazardous Materials”
means: (a) any substance, material, or waste that is included within the definitions of “hazardous substances,” “hazardous
materials,” “hazardous waste,” “toxic substances,” “toxic materials,” “toxic waste,”
or words of similar import in any Environmental Law; (b) those substances listed as hazardous substances by the United States Department
of Transportation (or any successor agency) (49 C.F.R. 172.101 and amendments thereto) or by the Environmental Protection Agency (or any
successor agency) (40 C.F.R. Part 302 and amendments thereto); and (c) any substance, material, or waste that is petroleum, petroleum-related,
or a petroleum by-product, asbestos or asbestos-containing material, polychlorinated biphenyls, flammable, explosive, radioactive, Freon
gas, radon, or a pesticide, herbicide, or any other agricultural chemical.


 


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


 


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


 


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


 


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


 






    19 


     


    

 


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances
of any kind (which, for the avoidance of doubt, includes the aggregate
principal amount of any Convertible Notes), (b) all obligations of such Person evidenced by bonds, debentures,
notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all
obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all
obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred
in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has
an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the
Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital
Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of
letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’
acceptances, (k) obligations under any earn-out (which for all purposes of this Agreement shall be valued at the maximum potential
amount payable with respect to such earn-out), (l) any other Off-Balance Sheet Liability,
(m) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest
in such Person or any other Person and (n) obligations,
whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions
and modifications thereof and substitutions therefor), under (i) any and all Swap Agreements, and (ii) any and all cancellations,
buy backs, reversals, terminations or assignments of any Swap Agreement transaction. The Indebtedness of any Person shall include the
Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable
therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms
of such Indebtedness provide that such Person is not liable therefor.


 


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


 


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


 


“Ineligible Institution”
has the meaning assigned to such term in Section 9.04(b). “Information” has the meaning assigned to such term
in Section 9.12.


 


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


 


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


 


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


 


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


 


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


 






    20 


     


    

 


“Interest Payment
Date” means (a) with respect to any ABR Loan, the first Business Day of each fiscal quarter and the Maturity Date, and
(b) with respect to any EurodollarTerm
Benchmark Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part (and, in the case
of a EurodollarTerm Benchmark
Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that
occurs at intervals of three months’ duration after the first day of such Interest Period), and the Maturity Date.


 


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


 


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


 


“IRS” means
the United States Internal Revenue Service.


 


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


 


“Issuing Bank”
means JPMCB, in its capacity as the issuer of Letters of Credit hereunder. Any Issuing Bank may, in its discretion, arrange for one or
more Letters of Credit to be issued by its Affiliates, in which case the term “Issuing Bank” shall include any such Affiliate
with respect to Letters of Credit issued by such Affiliate (it being agreed that such Issuing Bank shall, or shall cause such Affiliate
to, comply with the requirements of Section 2.06 with respect to such Letters of Credit). At any time there is more than one Issuing
Bank, all singular references to the Issuing Bank shall mean any Issuing Bank, either Issuing Bank, each Issuing Bank, the Issuing Bank
that has issued the applicable Letter of Credit, or both (or all) Issuing Banks, as the context may require.


 


“Joinder Agreement”
means a Joinder Agreement in substantially the form of Exhibit D or such
other form reasonably acceptable to the Administrative Agent.


 






    21 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Lenders”
means the Persons listed on the Commitment Schedule (or,
if the Commitments have terminated or expired, a Person holding Credit Exposure) and any other Person that shall have become a
Lender hereunder pursuant to Section 2.09 or an Assignment and Assumption, other than any such Person that ceases to be a Lender
hereunder pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the
Swingline Lender and the Issuing Bank.


 


“Letters of Credit”
means the letters of credit issued pursuant to this Agreement, and the term “Letter of Credit” means any one of them
or each of them singularly, as the context may require. All Existing Letters of Credit shall be deemed to have been issued pursuant to
this Agreement, and from and after the Effective Date shall in all respects be subject to and governed by the terms and conditions hereof.


 


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


 


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


 



    22 


     


    

 





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


 


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


 


“Lien”
means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest
(including any security interest as defined in the Australian PPSA which secures
payment of money or performance of an obligation) in, on or of such asset, (b) the interest of a vendor or a lessor under
any conditional sale agreement, capital lease, hire purchase or
title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such
asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.


 


“Loan Documents”
means, collectively, this Agreement, any promissory notes issued pursuant to this Agreement, any Letter of Credit applications, the Collateral
Documents, the Loan Guaranty, the Third Amendment and all other
agreements, instruments, documents and certificates identified in Section 4.01 executed and delivered to, or in favor of, the Administrative
Agent or any Lender and including all other pledges, powers of attorney, consents, assignments, contracts, notices, letter of credit agreements,
letter of credit applications and any agreements between the Borrower Representative and the Issuing Bank regarding the respective rights
and obligations between any Borrower and the Issuing Bank in connection with the issuance of Letters of Credit, and all other written
matter whether heretofore, now or hereafter executed by or on behalf of any Loan Party, or any employee of any Loan Party, and delivered
to the Administrative Agent or any Lender in connection with this Agreement or the transactions contemplated hereby. Any reference in
this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments,
restatements, supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in
effect at any and all times such reference becomes operative.


 


“Loan Guarantor”
means each Loan Party.


 


“Loan Guaranty”
means Article X of this Agreement.


 


“Loan Parties”
means, collectively, the Borrowers, the Borrowers’ DomesticMaterial
Subsidiaries party hereto on the SecondThird
Amendment Effective Date, and any other Person who becomes a party to this Agreement pursuant to a Joinder Agreement (including,
without limitation, as required pursuant to the Third Amendment) 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.


 






    23 


     


    

 


“Loans”
means the Revolving Loans and Term Loans made by the Lenders pursuant to this Agreement, including Swingline Loans.


 


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


 


“Material Adverse
Effect” means a material adverse effect on (a) the business, assets, properties or condition of (i) the Company and
its Subsidiaries taken as a whole or (ii) the Loan Parties taken as a whole, (b) the ability of any Loan Party to perform any
of its obligations under the Loan Documents to which it is a party, (c) the Collateral, or the Administrative Agent’s Liens
(on behalf of itself and other Secured Parties) on the Collateral or the priority of such Liens, or (d) the validity of, or the enforceability
of any of the rights of or benefits available to the Administrative Agent, the Issuing Bank or the Lenders under any of the Loan Documents.


 


“Material Indebtedness”
means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one
or more of the Company and its Subsidiaries in an aggregate principal amount exceeding $1,000,000. For purposes of determining Material
Indebtedness, the “principal amount” of the obligations of the Company or any Subsidiary in respect of any Swap Agreement
at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Company or such Subsidiary would
be required to pay if such Swap Agreement were terminated at such time. For
the avoidance of doubt, Material Indebtedness shall include any Convertible Notes.


 


“Material
Subsidiary” means each Subsidiary (i) which, as of the most recent fiscal quarter of the Company, for the period of four consecutive
fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 5.01(a) or (b), contributed greater
than five percent (5%) of consolidated EBITDA of the Company and its Subsidiaries for such period or (ii) which contributed greater than
five percent (5%) of Consolidated Total Assets as of such date; provided that, if at any time the aggregate amount of consolidated EBITDA
of the Company and its Subsidiaries or Consolidated Total Assets attributable to all Subsidiaries that are not Material Subsidiaries exceeds
ten percent (10%) of consolidated EBITDA of the Company and its Subsidiaries for any such period or ten percent (10%) of Consolidated
Total Assets as of the end of any such fiscal quarter, the Company (or, in the event the Company has failed to do so within ten (10) days,
the Administrative Agent) shall designate sufficient Subsidiaries as “Material Subsidiaries” to eliminate such excess, and
such designated Subsidiaries shall for all purposes of this Agreement constitute Material Subsidiaries.


 


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


 


“Maximum Rate”
has the meaning assigned to such term in Section 9.17. “Moody’s” means Moody’s Investors Service, Inc.


 


“MIRE
Event” means, if there are any Mortgaged Properties located in the United States at such time, any increase, extension or renewal
of any of the Commitments or Loans (including an Incremental Term Loans or any other incremental credit facilities hereunder, but excluding
(i) any continuation or conversion of Borrowings, (ii) the making of any Loan or (iii) the issuance or extension of Letters of Credit).


 


“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.


 






    24 


     


    

 


“Mortgaged
Property” means, at any time, any real property of a Loan Party subject to a Mortgage at such time.


 


“Multiemployer Plan”
means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.


 


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


 


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


 


“Non-Consenting Lender”
has the meaning assigned to such term in Section 9.02(c).


 


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


 


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


 


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


 


“NZ
Companies Act” means the Companies Act 1993 (New Zealand).


 






    25 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


(a)
a request by the Borrower to the Administrative Agent to notify each of the other parties hereto that, at the determination of the Borrower,
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 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 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).


 






    26 


     


    

 


“Overnight Bank Funding
Rate” means, for any day, the rate comprised of both overnight federal funds and overnight EurodollarTerm
Benchmark 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, (i) the indefeasible payment in full in cash of all outstanding Loans and LC Disbursements,
together with accrued and unpaid interest thereon, (ii) the termination, expiration, or cancellation and return of all outstanding
Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash
deposit, or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative Agent and
the Issuing Bank, in an amount equal to 105% of the LC Exposure as of the date of such payment), (iii) the indefeasible payment in
full in cash of the accrued and unpaid fees, (iv) the indefeasible payment in full in cash of all reimbursable expenses and other
Secured Obligations (other than Unliquidated Obligations for which no claim has been made and other obligations expressly stated to survive
such payment and termination of this Agreement), together with accrued and unpaid interest thereon, (v) the termination of all Commitments,
and (vi) the termination of the Swap Agreement Obligations and the Banking Services Obligations or
entering into other arrangements satisfactory to the Secured Parties counterparties thereto.


 


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


 


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


 


“Payment”
has the meaning assigned to it in Section 8.11.


 


“Payment
Notice” has the meaning assigned to it in Section 8.11.


 


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


 


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


 


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


 


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


 


(c)       both
before and after giving effect to such Acquisition and the Loans (if any) requested to be made in connection therewith, each of the representations
and warranties in the Loan Documents is true and correct (except any such representation or warranty which relates to a specified prior
date) and no Default or Event of Default exists or would result therefrom;


 


(d)       as
soon as available, but not less than fifteen (15) days prior to such Acquisition (or such shorter time as the Administrative Agent may
agree in its sole discretion), the Borrower Representative has provided the Administrative Agent (i) notice of such Acquisition and
(ii) a copy of all business and financial information reasonably requested by the Administrative Agent including pro forma financial
statements, statements of cash flow, and projections;


 






    27 


     


    

 


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


 


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


 


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


 


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


 


(i)       if
such Acquisition involves a merger or a consolidation involving a Borrower or any other Loan Party, such Borrower or such Loan Party,
as applicable, shall be the surviving entity unless such surviving entity, if other than a Borrower or Loan Party, executes a Joinder
Agreement and becomes a Borrower or Loan Party hereunder;


 


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


 


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


 


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


 


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


 


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


 






    28 


     


    

 


“Permitted Encumbrances”
means:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Permitted Investments”
means:


 


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


 


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


 


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


 






    29 


     


    

 


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


 


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


 


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


 


“Plan”
means any employee pension benefit plan (other than a Multiemployer Plan or
Foreign Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA,
and in respect of which any Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA
be deemed to be) an “employer” as defined in Section 3(5) of ERISA.


 


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


 


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


 


“Prepayment Event”
means:


 


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


 


(b)       the
Convertible Note Issuance[reserved]; or


 


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


 


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


 


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


 


“Project
Oscar Acquisition” means the direct or indirect Acquisition by Project Oscar Purchaser of all of the issued and outstanding Equity
Interests of each Project Oscar Target pursuant to the Project Oscar Acquisition Agreement; provided that, notwithstanding anything in
this Agreement to the contrary, the Project Oscar Acquisition shall be deemed to be a “Permitted Acquisition” for all purposes
hereunder subject solely to the satisfaction of the conditions to effectiveness of the Third Amendment set forth in Section 4 of the Third
Amendment.


 






    30 


     


    

 


“Project
Oscar Acquisition Agreement” means the Share Sale and Purchase Agreement, dated as of May 30, 2021, among the Company, as purchase
guarantor, Project Oscar Purchaser, as purchaser, and Richard Cropley, Hugh Cropley, Oliver Cropley and Cropley Nominees Pty Ltd ACN 122
680 559 as trustee for the Cropley Family Trust, as sellers, together with all exhibits, schedules, disclosure letters and attachments
thereto, all as in effect on the Third Amendment Effective Date and as may be further amended or modified as permitted under Section 6.11.


 


“Project
Oscar Australian Holdings” means Oscar Aluminium Holdings Pty Ltd, a private limited liability company organized under the laws
of Australia and a wholly-owned Subsidiary of the Company.


 


“Project
Oscar Intercompany Debt” means, collectively, the intercompany loans made by and among the Company, Project Oscar US Holdings, Project
Oscar Australian Holdings and Project Oscar Purchaser; provided that (i) the proceeds of such intercompany loans shall be used solely
to pay all or a portion of the consideration for the consummation of the Project Oscar Acquisition and (ii) such intercompany loans shall
be evidenced by a promissory note or other agreement in form and substance reasonably satisfactory to the Administrative Agent that is
pledged and delivered to the Administrative Agent, together with a customary allonge executed in blank, pursuant to the Collateral Documents.


 


“Project
Oscar Material Subsidiary” means (a) Project Oscar US Holdings, (b) Project Oscar Australian Holdings, (c) Project Oscar Purchaser,
(d) Rhino-Rack Holdings Pty Ltd (formerly known as Cropley Holdings Pty Ltd), a private limited liability company organized under the
laws of Australia, (e) Rhino Rack Australia Pty Ltd, a private limited liability company organized under the laws of Australia, and (f)
Rhino-Rack USA LLC, a Colorado limited liability company.


 


“Project
Oscar Purchaser” means Oscar Aluminium Pty Ltd, a private limited liability company organized under the laws of Australia and a
wholly-owned Subsidiary of the Company.


 


“Project
Oscar Target” means each of the following, collectively or individually as the context requires: (a) Rhino-Rack Holdings Pty Ltd
(formerly known as Cropley Holdings Pty Ltd), a private limited liability company organized under the laws of Australia, (b) Rhino Rack
Australia Pty Ltd, a private limited liability company organized under the laws of Australia, (c) Roof Rack City (NSW) Pty Ltd, a private
limited liability company organized under the laws of Australia, (d) Rhino-Rack USA LLC, a Colorado limited liability company, (e) Rhinorack
Canada Limited, a private limited liability company organized under the laws of British Columbia, Canada, and (f) Rhino-Rack New Zealand
Ltd, a private limited liability company organized under the laws of New Zealand. 


 


“Project
Oscar Transactions” means (a) the formation of Project Oscar US Holdings, Project Oscar Australian Holdings and Project Oscar Purchaser,
in each case, solely for the purpose of consummating the Project Oscar Acquisition, (b) the incurrence of the Project Oscar Intercompany
Debt and (c) the consummation of the Project Oscar Acquisition and the other transactions contemplated by the Project Oscar Acquisition
Agreement (including, without limitation, the Guarantee by the Company of the obligations of the Project Oscar Purchaser arising under
and pursuant to the Project Oscar Acquisition Agreement).


 


“Project
Oscar US Holdings” means Oscar Aluminium Holdings Inc., a Delaware corporation and wholly-owned subsidiary of the Company.


 


“Projections”
has the meaning assigned to such term in Section 5.01(e).


 


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


 






    31 


     


    

 


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Release”
means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating, disposing
or dumping of any substance into the environment.


 


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


 






    32


     


    

 


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


 


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


 


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


 


“Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Company
or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account
of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Company or any Subsidiary,
or any option, warrant or other right to acquire any such Equity Interests in the Company or any Subsidiary.


 


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


 




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


 


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


 


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


 


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


 


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


 


“S&P”
means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.


 






    33


     


    

 


“Sale and Leaseback
Transaction” has the meaning assigned to such term in Section 6.06.


 


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


 


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


 


“Sanctions”
means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S.
government, including those administered by the OFAC or the U.S. Department of State, or (b) the United Nations Security Council,
the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom,
the Australian Department of Foreign Affairs and Trade, or other relevant sanctions authority.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    34


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    35


     


    

 


“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 neither any Convertible
Notes nor anyno
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 constitute
a Swap Agreement for purposes of this definition.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    36


     


    

 


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


 


“Term
Loan Commitment” means as to any Term Lender, the commitment of such Term Lender to make Term Loans as set
forth in the Commitment Schedule or in the most recent Assignment and Assumption executed by
such Term Lender, as applicable.


 


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


 


“Term Loans”
means the term loans extendedInitial
Term Loans and the Additional Term Loans. For the avoidance of doubt, after giving effect to the funding of the Additional Term Loans
on the Third Amendment Effective Date, all of the Term Loans hereunder shall be deemed to constitute a single tranche of Term Loans held
by the Term Lenders to the Borrowers pursuant to Section 2.01(b) hereofas
of the Third Amendment Effective Date in such amounts set forth on the Commitment Schedule.


 


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


 


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


 


“Term
SOFR Transition Event” means the determination by the Administrative Agent that (a) Term SOFR has been recommended for
use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent
and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable (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.


 


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


 


“Third
Amendment Effective Date” means July 1, 2021.


 


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


 


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


 


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


 


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


 






    37


     


    

 


“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).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    38


     


    

 


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


 


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


 


SECTION 1.04.    Accounting
Terms; GAAP.


 


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


 






    39


     


    

 


(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.    Currency
Translations; Currency Matters.


 


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


 


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


 






    40


     


    

 


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


 


SECTION 1.07.    Interest
Rates; LIBOR Notification. The interest rate on EurodollarTerm
Benchmark Loans and Swingline Loans is determined by reference to the LIBO Rate, which is derived from the London interbank
offered rate. The London interbank offered rate (“LIBOR”)
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 2017On
March 5, 2021, the U.K. Financial Conduct Authority (“FCA”)
publicly announced that, after the end of 2021, it would no longer persuade or compel contributing
banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the
 “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result,
it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate
reference rate upon which to determine the interest rate on Eurodollar Loans and Swingline Loans . In light of this eventuality, public:
(a) immediately after December 31, 2021, publication of the 1-week and 2-month U.S. Dollar LIBOR settings will permanently cease; (b)
immediately after June 30, 2023, publication of the overnight and 12-month U.S. Dollar LIBOR settings will permanently cease; and (c)
immediately after June 30, 2023, the 1-month, 3-month and 6-month U.S. Dollar LIBOR settings will cease to be provided or, subject to
the FCA’s consideration of the case, be provided on a synthetic basis and no longer be representative of the underlying market
and economic reality they are intended to measure and that representativeness will not be restored. There is no assurance that dates
announced by the FCA will not change or that the administrator of LIBOR and/or regulators will not take further action that could impact
the availability, composition, or characteristics of LIBOR or the currencies and/or tenors for which LIBOR is published. Each party to
this agreement should consult its own advisors to stay informed of any such developments. 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 rateLIBOR.
Upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or,
an Early Opt-in Election, Section
or
an Other Benchmark Rate Election, Sections 2.14(c) and (d) provide
thea
mechanism for determining an alternative rate of interest. The Administrative Agent will promptly
notify the Borrower Representative, pursuant to Section 2.14,
of any change to the reference rate upon which the interest rate on EurodollarTerm
Benchmark 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,
performance or any other matter related to the London interbank offered rateLIBOR
or other rates in the definition of “LIBO Rate” or with respect to any alternative or successor rate thereto,
or replacement rate thereof (including, without limitation, (i) any such alternative, successor or replacement rate implemented
pursuant to Section 2.14(c) or (d), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or,
an Early Opt-in Election or
an Other Benchmark Rate Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant
to Section 2.14(e)), including without limitation, whether the composition or characteristics of any such alternative, successor
or replacement reference rate 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. The
Administrative Agent may select information sources or services in its reasonable discretion to ascertain any Benchmark, any component
thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability
to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental
or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any
error or calculation of any such rate (or component thereof) provided by any such information source or service.


 






    41


     


    

 


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


 


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


 






    42


     


    

 


ARTICLE II



THE CREDITS


 


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


 


SECTION 2.02.    Loans
and Borrowings.


 


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


 


(b)      Subject
to Section 2.14, each Revolving Borrowing and Term Loan Borrowing shall be comprised entirely of ABR Loans or EurodollarTerm
Benchmark Loans as the Borrower Representative may request in accordance herewith, provided that all Borrowings made
on the Effective Date must be made as ABR Borrowings but may be converted into EurodollarTerm
Benchmark Borrowings in accordance with Section 2.08. Each Lender at its option may make any EurodollarTerm
Benchmark 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 EurodollarTerm
Benchmark Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than
$1,000,000. ABR Borrowings may be in any amount. Each Swingline Loan shall be in an amount that is an integral multiple of $100,000 and
not less than $100,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall
not at any time be more than a total of 6 EurodollarTerm
Benchmark Borrowings outstanding.


 


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


 


SECTION 2.03.    Requests
for Borrowings. To request a Borrowing, the Borrower Representative shall notify the Administrative Agent of such request either
in writing (delivered by hand or facsimile) in a form approved by the Administrative Agent and signed by the Borrower Representative
or by telephone or through Electronic System, if arrangements for doing so have been approved by the Administrative Agent, not later
than (a) in the case of a EurodollarTerm
Benchmark Borrowing, 10:00 a.m., Chicago time, three (3) Business Days before the date of the proposed Borrowing or (b) in
the case of an ABR Borrowing, noon, Chicago time, on the date of the proposed Borrowing; provided that any such notice of an ABR
Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not
later than 9:00 a.m., Chicago time, on the date of such proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable
and shall be confirmed promptly by hand delivery, facsimile or a communication through Electronic System to the Administrative Agent
of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower Representative. Each such telephonic
and written Borrowing Request shall specify the following information in compliance with Section 2.02:


 






    43


     


    

 


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


 


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


 


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


 


(iv)     whether
such Borrowing is to be an ABR Borrowing or a EurodollarTerm
Benchmark Borrowing; and


 


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


 


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


 


SECTION 2.04.    [Intentionally
Omitted].


 


SECTION 2.05.    Swingline
Loans.


 


(a)      The
Administrative Agent, the Swingline Lender and the Revolving Lenders agree that in order to facilitate the administration of this Agreement
and the other Loan Documents, promptly after the Borrower Representative requests an ABR Borrowing, the Swingline Lender may elect to
have the terms of this Section 2.05(a) apply to such Borrowing Request by advancing, on behalf of the Revolving Lenders and
in the amount requested, same day funds to the Borrowers, on the date of the applicable Borrowing to the Funding Account(s) (each such
Loan made solely by the Swingline Lender pursuant to this Section 2.05(a) is referred to in this Agreement as a “Swingline
Loan”), with settlement among them as to the Swingline Loans to take place on a periodic basis as set forth in Section 2.05(c).
Each Swingline Loan shall be subject to all the terms and conditions applicable to other ABR Loans funded by the Revolving Lenders, except
that all payments thereon shall be payable to the Swingline Lender solely for its own account and shall bear interest as set forth in
Section 2.13(d)(ii). The aggregate amount of Swingline Loans outstanding at any time shall not exceed $5,000,0007,500,000.


 


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


 






    44


     


    

 


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


 


SECTION 2.06.    Letters of
Credit.


 


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


 






    45


     


    

 


(b)      Notice
of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal
or extension of an outstanding Letter of Credit), the Borrower Representative shall deliver by hand or facsimile (or transmit through
Electronic Systems, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent
(reasonably in advance of, but in any event no less than three (3) Business Days prior to the requested date of issuance, amendment, renewal
or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended,
and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of
Credit is to expire (which shall comply with paragraph (c) of this Section 2.06), the amount of such Letter of Credit, the name and
address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of
Credit. If requested by the Issuing Bank, the applicable Borrower also shall submit a letter of credit application on the Issuing Bank’s
standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended
only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrowers shall be deemed to represent and warrant
that), after giving effect to such issuance, amendment, renewal or extension (i) the aggregate LC Exposure shall not exceed $5,000,000,
(ii) no Revolving Lender’s Revolving Exposure shall exceed its Revolving Commitment and (iii) the Aggregate Revolving
Exposure shall not exceed the Aggregate Revolving Commitment.


 


(c)      Expiration
Date. Each Letter of Credit shall expire (or be subject to termination or non-renewal by notice from the Issuing Bank to the beneficiary
thereof) at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter
of Credit (or, in the case of any renewal or extension thereof, including, without limitation, any automatic renewal provision, one year
after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date.


 


(d)      Participations.
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action
on the part of the Issuing Bank or the Revolving Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each Revolving
Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage
of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each
Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank,
such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrowers on the
date due as provided in paragraph (e) of this Section 2.06, or of any reimbursement payment required to be refunded to the Borrowers
for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph
in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any
amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of
the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.


 






    46


     


    

 


 


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


 


(f)        Obligations
Absolute. The Borrowers’ joint and several obligation to reimburse the LC Disbursements as provided in paragraph (e) of this
Section 2.06 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this
Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter
of Credit or this Agreement, or any term or provision therein or herein, (ii) any draft or other document presented under a Letter
of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect,
(iii) any payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the
foregoing, that might, but for the provisions of this Section 2.06, constitute a legal or equitable discharge of, or provide a right
of setoff against, the Borrowers’ obligations hereunder. None of the Administrative Agent, the Revolving Lenders, the Issuing Bank
or any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer
of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to
in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other
communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation
of technical terms, any error in translation or any consequence
arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing
Bank from liability to the Borrowers to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages,
claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by any Borrower that
are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a
Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful
misconduct on the part of the Issuing Bank (as finally determined by a nonappealable
judgment of a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination.
In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented
which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion,
either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information
to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms
of such Letter of Credit.


 






    47 


     


    

 


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


 


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


 


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


 


(j)        Cash
Collateralization. If any Default shall occur and be continuing, on the Business Day that the Borrower Representative receives notice
from the Administrative Agent or the Required Lenders demanding the deposit of cash collateral pursuant to this paragraph, the Borrowers
shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving
Lenders (the “LC Collateral Account”), an amount in cash equal to 105% of the amount of the LC Exposure as of such
date plus accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective
immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence
of any Event of Default with respect to any Borrower described in clause (h) or (i) of Article VII. Such deposit shall be held
by the Administrative Agent as collateral for the payment and performance of the Secured Obligations. The Administrative Agent shall have
exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrowers hereby grant
the Administrative Agent a security interest in the LC Collateral Account and all money or other assets on deposit therein or credited
thereto. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion
of the Administrative Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits,
if any, on such investments shall accumulate in the LC Collateral Account. Moneys in the LC Collateral Account shall be applied by the
Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so
applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if
the maturity of the Loans has been accelerated, be applied to satisfy other Secured Obligations. If the Borrowers are required to provide
an amount of cash collateral hereunder as a result of the occurrence of a Default, such amount (to the extent not applied as aforesaid)
shall be returned to the Borrowers within three (3) Business Days after all such Defaults have been cured or waived as confirmed in writing
by the Administrative Agent.


 






    48 


     


    

 


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


 


SECTION 2.07.       Funding
of Borrowings.


 


(a)       Each
Lender shall make each Loan to be made by such Lender hereunder on the proposed date thereof solely by wire transfer of immediately available
funds by 1:00 p.m., Chicago time, to the account of the Administrative Agent most recently designated by it for such purpose by notice
to the Lenders in an amount equal to such Lender’s Applicable Percentage; provided that, Swingline Loans shall be made as
provided in Section 2.05. The Administrative Agent will make such Loans available to the Borrower Representative by promptly crediting
the funds so received in the aforesaid account of the Administrative Agent to the Funding Account; provided that ABR Revolving
Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative
Agent to the Issuing Bank.


 


(b)       Unless
the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such
Lender has made such share available on such date in accordance with paragraph (a) of this Section 2.07 and may, in reliance upon
such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its
share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree
to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including
the date such amount is made available to the applicable Borrower to but excluding the date of payment to the Administrative Agent, at
(i) in the case of such Lender, the greater of the Federal Funds EffectiveNYFRB
Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in
the case of the Borrowers, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then
such amount shall constitute such Lender’s Loan included in such Borrowing.;
provided, that any interest received from any 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.


 






    49 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    50 


     


    

 


SECTION 2.09.       Termination
of Commitments; Increase in Commitments.


 


(a)       Unless
previously terminated, (i) the Additional Term Loan Commitments
shall terminate on the Third
Amendment Effective Date upon the earlier of the funding of the Additional Term Loans (immediately after giving effect to such funding)
and 4:00 p.m (Chicago Time) on the Third Amendment Effective Date and (ii) all other Commitments shall terminate on the
Maturity Date. The commitments in respect of the Initial Term Loans terminated
in full immediately after giving effect to the funding of the Initial Term Loans on the Effective Date.


 


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


(c)       The
Borrower Representative shall notify the Administrative Agent of any election to terminate the Commitments under paragraph (b) of this
Section 2.09 at least three (3) Business Days prior to the effective date of such termination, specifying such election and the effective
date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each
notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination
of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other
credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or
prior to the specified effective date) if such condition is not satisfied. Any termination of the Commitments shall be permanent. Each
reduction of the Revolving Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments.


 


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


 






    51 


     


    

 


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


(f)       On
the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall
make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for
the benefit of the other Lenders, as being required in order to cause, after giving effect to such Revolving Commitment increase and the
use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the
Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, and (ii)the
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) except in the case of any Incremental Term Loans, the
Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving
Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified
in a notice delivered by the Borrower Representative, in accordance with the requirements of Section 2.03). The deemed payments made
pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount
prepaid and, in respect of each EurodollarTerm
Benchmark Loan, shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.16 if the
deemed payment occurs other than on the last day of the related Interest Periods.


 


(g)       The
Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and the initialexisting
Term Loans, (ii) shall not mature earlier than the Maturity Date (but may have amortization prior to such date), (iii) shall
have a weighted average life to maturity that is no earlier than the weighted average life to maturity of the existing Term Loans, and
(iv) shall be treated substantially the same as (and in any event no more favorable in any material respect than) the existing Term
Loans or Revolving Loans; provided, that (A) any fees applicable
to the increase in Revolving Loans and the Incremental Term Loans shall be determined by the Borrowers, the Arranger and the applicable
Additional Lenders. and (B)
the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the latest Maturity Date in effect at such
time may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods
after such Maturity Date.


 






    52 


     


    

 


(h)       Incremental
Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of
this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Additional Lender participating in such
Incremental Term Loan, as applicable, and the Administrative Agent. Each Incremental Term Loan Amendment may, without the consent of any
other Lenders (except to the extent required pursuant to the provisos in Section 9.02(a)) or the Required Lenders, effect such amendments
to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent,
to effect the provisions of this Section 2.09. Nothing contained in this Section 2.09 shall constitute, or otherwise be deemed
to be, a commitment on the part of any Lender to increase its Revolving Commitment hereunder, or provide Incremental Term Loans, at any
time. 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 Borrowers, whereupon such revised Commitment
Schedule shall replace the old Commitment Schedule and become part of this Agreement.


 


(i)       In
connection with any increase of the Revolving Commitments or Incremental Term Loans pursuant to this Section 2.09, any new lending institution
becoming a party hereto shall (i) execute such documents and agreements as the Administrative Agent may reasonably request and (ii) provide
to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the
Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without
limitation, the USA PATRIOT Act. 


 


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


 


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


 


(b)       The
Borrowers hereby unconditionally promise to pay to the Administrative Agent for the account of each Term Lender on the last Business Day
of each calendar quarter, in the quarterly amount equal to five percent (5%) of the original
set forth below the aggregate principal amount of
all ofset forth opposite such date (as adjusted from time to
time pursuant to Section 2.11(c) or 2.18(b)):


 


	Calendar Quarter Ending	 	Amount	 
	September 30, 2021	 	$	1,562,500	 
	December 31, 2021	 	$	1,562,500	 
	March 31, 2022	 	$	1,562,500	 
	June 30, 2022	 	$	1,562,500	 
	September 30, 2022 and each calendar quarter ending thereafter	 	$	3,125,000	 



 


To
the Term Loans outstanding as of the Effective Date. The  extent
not previously paid, the remaining outstanding principal amount of all Term Loans shall be paid in full in cash on the Maturity
Date.


 






    53 


     


    

 


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


 


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


 


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


 


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


 


SECTION 2.11.       Prepayment
of Loans.


 


(a)       The
Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice
in accordance with paragraph (d) of this Section 2.11 and, if applicable, payment of any break funding expenses under Section 2.16,
but without any other penalty premium or other prepayment fee.


 


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


 


(c)       All
such amounts pursuant to Section 2.11(b) shall be applied, first, to prepay the Term Loans (to be applied to installments
of the Term Loans in inverse order of maturity), and second, to prepay the Revolving Loans (including Swingline Loans) without
a corresponding reduction in the Revolving Commitments and to cash collateralize outstanding LC Exposure;
provided, that no Net Proceeds received in connection with the Convertible Note Issuance shall be required to be applied to the Revolving
Loans or the Term Loans.


 






    54 


     


    

 


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


 


SECTION 2.12.       Fees.


 


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


 


(b)       [Reserved].


 


(c)       The
Borrowers agree to pay to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations
in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to EurodollarTerm
Benchmark Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable
to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which
such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and other fees as
otherwise agreed, as well as the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation,
negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees
and other fees accrued through and including the last day of each fiscal quarter shall be payable on the first Business Day of each fiscal
quarter following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees
shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving
Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable
within ten (10) days after demand. All participation fees and other fees shall be computed on the basis of a year of 360 days and
shall be payable for the actual number of days elapsed (including the first day but excluding the last day).


 






    55 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


(ii)      Notwithstanding
any other provision of this Agreement, subject to Section 2.14, each Swingline Loan shall bear interest at the LIBOR Market
Index Rate plus the applicable rate per annum set forth under the caption “Revolver EurodollarTerm
Benchmark Spread for Revolving Loans” in the definition
of “Applicable Rate”. With respect to any Swingline Loan, the Interest Payment Date shall be the first day of each calendar
month and the Maturity Date, and the Interest Period shall be the period commencing on the date of any Swingline Borrowing and ending
one month thereafter; provided that (A) if any Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar
month, in which case such Interest Period shall end on the next preceding Business Day and (B) any Interest Period that commences
on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month
of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. Accrued interest on each
Swingline Loan through the last day of the prior calendar month shall be payable in arrears on each Interest Payment Date for such Swingline
Loan and upon termination of the Commitments. The applicable LIBOR Market Index Rate shall be determined by the Administrative Agent,
and such determination shall be conclusive absent manifest error.


 






    56 


     


    

 


(e)       All
interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base
Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days
in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last
day). The applicable 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) prior
to the commencement of any Interest Period for a Term Benchmark Borrowing that adequate and reasonable means do not exist
for ascertaining, (including, without limitation, by means of an Interpolated Rate) the Alternate Base Rate, the Adjusted LIBO Rate or
the LIBO Rate, as applicable (including because the LIBO Screen Rate is not available or published on a current basis), for such Interest
Period; provided that no Benchmark Transition Event shall have occurred at such time;
or


 


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


 


then the Administrative Agent shall give notice
thereof to the Borrower Representative and the Lenders through Electronic System as provided in Section 9.01 as promptly as practicable
thereafter and, until the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise
to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation
of any Borrowing as, a EurodollarTerm
Benchmark Borrowing shall be ineffective and any such EurodollarTerm
Benchmark Borrowing shall be repaid or converted into an ABR Borrowing on the last day of the then current Interest Period
applicable thereto, and (ii) if any Borrowing Request requests a EurodollarTerm
Benchmark 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 EurodollarTerm
Benchmark Borrowing or any Swingline Loan, or any Governmental Authority
has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, U.S. Dollars in the London
interbank market, then, on notice thereof by such Lender to the Borrower Representative through the Administrative Agent, any obligations
of such Lender to make, maintain, fund or continue EurodollarTerm
Benchmark Loans or Swingline Loans or to
convert ABR Borrowings to EurodollarTerm
Benchmark Borrowings will be suspended until such Lender notifies the Administrative Agent and the Borrower Representative
that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers will upon demand
from such Lender (with a copy to the Administrative Agent), either convert all EurodollarTerm
Benchmark Borrowings or Swingline Loans of such Lender to ABR Borrowings,
either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such EurodollarTerm
Benchmark Borrowings or Swingline Loans to such day, or immediately, if
such Lender may not lawfully continue to maintain such Loans. Upon any such prepayment or conversion, the Borrowers will also pay accrued
interest on the amount so prepaid or converted.


 






    57 


     


    

 


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


 


(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 (cd) shall
not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower Representative a Term SOFR Notice. For
the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event
and may do so in its sole discretion.


 


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


 


(f)       The
Administrative Agent will promptly notify the Borrower Representative and the Lenders of (i) any occurrence of a Benchmark Transition
Event, a Term SOFR Transition Event or,
an Early Opt-in Election
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 (g) below and (v) the commencement or conclusion of any Benchmark
Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender
(or group of Lenders) pursuant to this, 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.


 






    58 


     


    

 


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


 


SECTION 2.15.       Increased
Costs. (a) If any Change in Law shall:


 


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


 


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


 


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


 


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


 






    59 


     


    

 


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


 


(c)       A
certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank
or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 2.15 shall be delivered to the Borrower
Representative and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Issuing Bank, as the case may
be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.


 


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


 


SECTION 2.16.       Break
Funding Payments. In the event of (a) the payment of any principal of any EurodollarTerm
Benchmark Loan (excluding any Swingline Loan bearing interest at the LIBOR Market Index Rate) other than on the last day of
an Interest Period applicable thereto (including as a result of an Event of Default or as a result of any optional
or mandatory prepayment pursuant to Section 2.11of
Loans), (b) the conversion of any EurodollarTerm
Benchmark Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any EurodollarTerm
Benchmark Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked
under Section 2.09 and is revoked in accordance therewith), or (d) the assignment of any EurodollarTerm
Benchmark Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower
Representative pursuant to Section 2.19 or 9.02(cd),
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 EurodollarTerm Benchmark
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 EurodollarTerm
Benchmark Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such EurodollarTerm
Benchmark 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 EurodollarTerm
Benchmark 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.


 






    60 


     


    

 


SECTION 2.17.       Withholding
of Taxes; Gross-Up.


 


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


 


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


 


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


 


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


 


(e)       Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for
(i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the
Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes
attributable to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance of
a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative
Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment
or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes
the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise
payable by the Administrative Agent to such Lender from any other source against any amount due to the Administrative Agent under this
Section 2.17(e).


 



    61 


     


    

 


 


(f)       Status
of Lenders.


 


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


 


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


 


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


 


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


 


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


 


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


 






    62 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 






    63 


     


    

 


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


 


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


 


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


 


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


 


(b)       Any
payments 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 (ii) after an Event of Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders so
direct, shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements then due to the Administrative
Agent and the Issuing Bank from the Borrowers (other than in connection with Banking Services Obligations or Swap Agreement Obligations),
second, to pay any fees, indemnities, or expense reimbursements then due to the Lenders from the Borrowers (other than in connection
with Banking Services Obligations or Swap Agreement Obligations), third, to pay interest then due and payable on the Loans ratably,
fourth, to prepay principal on the Loans and unreimbursed LC Disbursements, 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, ratably (with amounts applied to the Term Loans applied to installments of the Term Loans
in the inverse order of maturity), fifth, to pay an amount to the Administrative Agent equal to one hundred five percent (105%)
of the aggregate LC Exposure, to be held as cash collateral for such Obligations, sixth, to pay any amounts owing in respect of
Banking Services Obligations and Swap Agreement Obligations not already paid
pursuant to clause “fourth” above, ratably, and seventh, to the payment of any other Secured Obligation
due to the Administrative Agent or any Lender by the Borrowers. Notwithstanding the foregoing amounts received from any Loan Party
shall not be applied to any Excluded Swap Obligation of such Loan Party. Notwithstanding anything to the contrary contained in this Agreement,
unless so directed by the Borrower Representative, or unless a Default is in existence, neither the Administrative Agent nor any Lender
shall apply any payment which it receives to any EurodollarTerm
Benchmark Loan of a Class, except (a) on the expiration date of the Interest Period applicable thereto or (b) in
the event, and only to the extent, that there are no outstanding 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.


 






    64 


     


    

 


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


 


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


 






    65 


     


    

 


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


 


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


 


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


 


SECTION 2.19.       Mitigation
Obligations; Replacement of Lenders.


 


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


 






    66 


     


    

 


(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 (other than any Ineligible
Institution) that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment);
provided that (i) the Borrowers shall have received the prior written consent of the Administrative Agent (and in circumstances
where its consent would be required under Section 9.04, the Issuing Bank and the Swingline Lender), which consent shall not unreasonably
be withheld, delayed or conditioned, (ii) such Lender shall have received payment of an amount equal to the outstanding principal
of its Loans and funded participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts
payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers
(in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15
or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments.
A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. Each
party hereto agrees that (x) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption
executed by the Borrower Representative, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating
an Assignment and Assumption by reference pursuant to a Platform approved by the Administrative Agent 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 and 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.


 


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


 


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


 


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


 


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


 


(i)       all
or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders
in accordance with their respective Applicable Percentages but only (x) to the extent that the conditions set forth in Section 4.02
are satisfied at the time of such reallocation (and, unless the Borrower Representative shall have otherwise notified the Administrative
Agent at such time, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time) and
(y) to the extent that such reallocation does not, as to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving
Exposure to exceed its Revolving Commitment;


 






    67 


     


    

 


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


 


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


 


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


 


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


 


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


 


(e)       If
(i) a Bankruptcy Event or a Bail-In Action with respect to 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.


 






    68 


     


    

 


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


 


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


 


SECTION 2.22.       Banking
Services and Swap Agreements. Each Lender or Affiliate thereof providing Banking Services (excluding Lease Financing) for, or having
Swap Agreements with, any Loan Party or any Subsidiary of a Loan Party shall upon request of the Administrative Agent, deliver to the
Administrative Agent, from time to time a summary of the amounts due or to become due in respect of such Banking Services Obligations
and Swap Agreement Obligations. For the avoidance of doubt, so long as JPMCB or
its Affiliate is the Administrative Agent, neither JPMCB nor any of its Affiliates providing Banking Services for, or having Swap Agreements
with, any Loan Party or any Subsidiary of a Loan Party shall be required to provide any notice described in this Section 2.22 in
respect of such Banking Services or Swap Agreements.


 


ARTICLE III


 


REPRESENTATIONS AND WARRANTIES


 


Each Loan Party represents
and warrants to the Lenders that:


 


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


 


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


 






    69 


     


    

 


SECTION 3.03.       Governmental
Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any
other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for
filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable
to any Loan Party or any Subsidiary, (c) will not violate or result in a default under any indenture, material agreement or other
material instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to
a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (d) will not result in the creation
or imposition of any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documents.


 


SECTION 3.04.       Financial
Condition; No Material Adverse Change.


 


(a)       The
Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash
flows as of and for the fiscal year ended December 31, 2018, reported on by Deloitte & Touche LLP, independent public accountants.
Such financial statements present fairly, in all material respects, the financial position and results of operations of the Company and
its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments
and the absence of footnotes.


 


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


 


SECTION 3.05.       Properties.
(a) As of the Second Amendment Effective Date, Schedule 3.05
sets forth the address of each parcel of real property that is owned or leased by any Loan Party. Each of the Loan Parties and each
of its Subsidiaries has good and indefeasible title to, or valid leasehold interests in, all of its real and personal property, free
of all Liens other than those permitted by Section 6.02.


 


(b)       Each
Loan Party and each Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property
necessary to its business as currently conducted. The use of such intellectual property by each Loan Party and each Subsidiary does not
infringe in any material respect upon the rights of any other Person, and each Loan Party’s and each Subsidiary’s rights thereto
are not subject to any licensing agreement or similar arrangement (other than licenses of Intellectual Property permitted by Section 6.05).
A correct and complete list of registered intellectual property and applications for any such registrations owned by each Loan Party and
each Subsidiary, as of the Effective Date, is set forth on Schedule 3.05.


 


SECTION 3.06.       Litigation
and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority
pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party or any Subsidiary (i) as
to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve
any Loan Document or the Transactions.


 


(b)       Except
for the Disclosed Matters (i) no Loan Party or any Subsidiary has received notice of any claim with respect to any Environmental
Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and
(ii) and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, no Loan Party or any Subsidiary (A) has failed to comply with any Environmental Law or to obtain, maintain
or comply with any permit, license or other approval required under any Environmental Law, (B) has become subject to any Environmental
Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any evidence of
any Environmental Liability.


 






    70 


     


    

 


(c)       Since
the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has
resulted in a Material Adverse Effect.


 


SECTION 3.07.       Compliance
with Laws and Agreements; No Default. Except where the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, each Loan Party and each Subsidiary is in compliance with (i) all Requirement of
Law applicable to it or its property and (ii) all indentures, agreements and other instruments binding upon it or its property.
No Default has occurred and is continuing. No
Loan Party has contravened or will contravene Chapter 2E or 2J of the Australian Corporations Act or sections 76 to 81 of the NZ Companies
Act by entering into a Loan Document or participating in any transaction in connection with any Loan Document.


 


SECTION 3.08.       Investment
Company Status. No Loan Party or any Subsidiary is an “investment company” as defined in, or subject to regulation under,
the Investment Company Act of 1940.


 


SECTION 3.09.       Taxes.
Each Loan Party and each Subsidiary has timely filed or caused to be filed all federal, state, and material local and other Tax returns
and reports required to have been filed by it and has paid or caused to be paid all federal, state, and material local and other Taxes
required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which
such Loan Party or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) Taxes in respect of which
the aggregate liability does not exceed $250,000. No tax liens (other than Liens permitted by Section 6.02) have been filed and no
claims in excess of $250,000 (individually or in the aggregate) are being asserted with respect to any such taxes except Taxes that are
being contested in good faith by appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable, has set aside
on its books adequate reserves.


 


SECTION 3.10.       ERISA.
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability
is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated
benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87)
did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of
such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes
of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such
amounts, exceed by more than $250,000 the fair market value of the assets of all such underfunded Plans. None of the Loan Parties or any
of their Subsidiaries is an entity deemed to hold “plan assets” (within the meaning of the Plan Asset Regulations), and neither
the execution, delivery nor performance of the transactions contemplated under this Agreement, including the making of any Loan and the
issuance of any Letter of Credit hereunder, will give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975
of the Code. Except where non-compliance or the incurrence of an obligation
could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Foreign Plan has been maintained
in substantial compliance with its terms and with the requirements of any and all applicable laws, and neither the Company nor any of
its Subsidiaries has incurred any obligation in connection with the termination of or withdrawal from any Foreign Plan.


 


SECTION 3.11.       Disclosure.


 


(a)       The
Loan Parties have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which any Loan Party or
any Subsidiary is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf
of any Loan Party or any Subsidiary to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or
any other Loan Document (as modified or supplemented by other information so furnished), taken as a whole, contains any material misstatement
of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading in any material respect; provided that, with respect to projected financial information, the Loan Parties
represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered
and, if such projected financial information was delivered prior to the Effective Date, as of the Effective Date (it being understood
that forecasts and projections are subject to contingencies and no assurance can be given that any forecast or projection will be realized).


 






    71 


     


    

 


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


 


SECTION 3.12.       Material
Agreements. All material agreements and contracts to which any Loan Party or any Subsidiary is a party or is bound as of the Effective
Date are listed on Schedule 3.12. To the knowledge of any Loan Party, no Loan Party or any Subsidiary is in default
in the performance, observance or fulfillment of any of the material obligations, covenants or conditions contained in (i) any material
agreement or contract to which it is a party or (ii) any agreement or instrument evidencing or governing Indebtedness having an
outstanding principal amount in excess of $500,000.


 


SECTION 3.13.       Solvency.


 


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


 


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


 


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


 






    72 


     


    

 


 


 


SECTION 3.15.       Capitalization
and Subsidiaries. As of the Effective Date, Schedule 3.15 sets forth (a) a correct and complete list of the name
and relationship to the Company of each and all of the Company’s Subsidiaries, (b) a true and complete listing of each class
of each Borrower’s (other than the Company’s) authorized Equity Interests, all of which issued Equity Interests are validly
issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.15,
and (c) the type of entity of the Company and each of its Subsidiaries. All of the issued and outstanding Equity Interests owned
by any Loan Party have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued
and are fully paid and non-assessable. There are no outstanding commitments or other obligations of any Loan Party to issue, and no options,
warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of any Loan Party
other than the Company.


 


SECTION 3.16.       Security
Interest in Collateral. The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all of the
Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, and, upon filing of UCC financing statements
and the taking of any other actions or making of filings required for perfection under the laws of the relevant Collateral Documents
and specified herein or in such Collateral Documents, as, and when necessary and required, and if applicable, the taking of actions or
making of filings with respect to intellectual property registrations or applications issued or pending as specified, such Liens constitute
perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Party and
all third parties, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances,
to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any
applicable law or agreement permitted hereunder and (b) Liens perfected only by possession (including possession of any certificate
of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral.


 


SECTION 3.17.       Employment
Matters. As of the Effective Date, there are no strikes, lockouts or slowdowns against any Loan Party or any Subsidiary pending or,
to the knowledge of any Loan Party, threatened in writing. The hours worked by and payments made to employees of the Loan Parties and
their Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign
law dealing with such matters which would have a Material Adverse Effect on the Loan Parties. All material payments due from any Loan
Party or any Subsidiary, or for which any claim may be made against any Loan Party or any Subsidiary, on account of wages and employee
health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of such Loan Party or such Subsidiary.


 


SECTION 3.18.       Federal
Reserve Regulations. No Borrower is engaged and will not engage, principally or as one of its important activities, in the business
of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, and no part of the
proceeds of any Loan or Letter of Credit extension hereunder will be used to buy or carry any Margin Stock or for any purpose that entails
a violation of any of the Regulations of the Board, including Regulations T, U and X. Following the application of the proceeds of each
Borrowing or drawing under each Letter of Credit, not more than 25% of the value of the assets (either of the Borrowers only or of the
Borrowers and their Subsidiaries on a consolidated basis) will be Margin Stock.


 


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


 






    73 


     


    

 


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


 


SECTION 3.21.       Anti-Corruption
Laws and Sanctions. Each Loan Party has implemented and maintains in effect policies and procedures designed to ensure compliance
by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable
Sanctions, and such Loan Party, its Subsidiaries and their respective officers and directors and, to the knowledge of such Loan Party,
its employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) any
Loan Party, any Subsidiary or any of their respective directors, officers or, to the knowledge of any such Loan Party or Subsidiary, employees,
or (b) to the knowledge of any such Loan Party or Subsidiary, any agent of such Loan Party or any Subsidiary that will act in any
capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of
Credit, use of proceeds, Transaction or other transaction contemplated by this Agreement or the other Loan Documents will violate Anti-Corruption
Laws or applicable Sanctions.


 


SECTION 3.22.       Common
Enterprise. The successful operation and condition of each of the Loan Parties is dependent on the continued successful performance
of the functions of the group of the Loan Parties as a whole and the successful operation of each of the Loan Parties is dependent on
the successful performance and operation of each other Loan Party. Each Loan Party expects to derive benefit (and its board of directors
or other governing body has determined that it may reasonably be expected to derive benefit), directly and indirectly, from (i) successful
operations of each of the other Loan Parties and (ii) the credit extended by the Lenders to the Borrowers hereunder, both in their
separate capacities and as members of the group of companies. Each Loan Party has determined that execution, delivery, and performance
of this Agreement and any other Loan Documents to be executed by such Loan Party is within its purpose, in furtherance of its direct and/or
indirect business interests, will be of direct and/or indirect benefit to such Loan Party, and is in its best interest.


 


SECTION 3.23.        EEAAffected
Financial Institutions. No Loan Party is an EEAAffected
Financial Institution.


 


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


 


ARTICLE IV


 


CONDITIONS


 


SECTION 4.01.       Effective
Date. The effectiveness of the Agreement
on the Effective Date was subject to satisfaction of the following conditions
precedent:


 


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


 






    74 


     


    

 


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


 


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


 


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


 


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


 


(f)       Lien
Searches. The Administrative Agent shall have received the results of a recent lien search in each jurisdiction where the Loan Parties
are organized and where the assets of the Loan Parties are located, and such search shall reveal no Liens on any of the assets of the
Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Effective Date pursuant to a pay-off letter
or other documentation satisfactory to the Administrative Agent.


 


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


 






    75 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 









    76 


     


    

 





 


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


 


The Administrative Agent shall notify the Borrowers,
the Lenders and the Issuing Bank of the Effective Date, and such notice shall be conclusive and binding.


 


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


 


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


 


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


 


Each Borrowing and each issuance, amendment, renewal
or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as
to the matters specified in clauses (a) and (b) of this Section 4.02. Notwithstanding
anything in this Agreement to the contrary, the only conditions to funding the Additional Term Loans on the Third Amendment Effective
Date shall be the satisfaction of the conditions to effectiveness of the Third Amendment set forth in Section 4 of the Third Amendment.


 


ARTICLE V



AFFIRMATIVE COVENANTS


 


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


 


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


 


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


 






    77 


     


    

 


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


 


(c)       within
twenty (20) days after the end of each fiscal month of the Company, its consolidated and consolidating balance sheet and related statements
of operations, stockholders’ equity and cash flows as of the end of and for such fiscal month and the then elapsed portion of the
fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of
the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer of the Borrower Representative as
presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries
on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of
footnotes;


 


(d)       concurrently
with any delivery of financial statements under clause (a), (b) or (c) above, a certificate of a Financial Officer of the Borrower
Representative in substantially the form of Exhibit E (a “Compliance Certificate”) (i) certifying,
in the case of the financial statements delivered under clause (b) and (c), as presenting fairly in all material respects the financial
condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied, subject to normal year-end audit adjustments and the absence of footnotes, (ii) certifying as to whether a Default has occurred
and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iii) setting
forth reasonably detailed calculations of the Consolidated Total Leverage Ratio demonstrating compliance with Section 6.12,
(iv) setting forth reasonably detailed calculations of the Consolidated Fixed Charge Coverage Ratio demonstrating compliance with
Section 6.13, and (v) stating whether any change in GAAP or in
the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such
change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;


 


(e)       no
later than 60 days after the end of each fiscal year of the Company, a copy of the plan and forecast (including a projected consolidated
and consolidating balance sheet, income statement and cash flow statement) of the Company, in each case, for each month of the upcoming
fiscal year (the “Projections”) in form reasonably satisfactory to the Administrative Agent;


 


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


 


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


 


(h)      promptly
after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any
Loan Party or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with
any national securities exchange, or distributed by any Borrower to its shareholders generally, as the case may be; provided that any
filings available on EDGAR shall be deemed delivered to the Administrative Agent;


 






    78 


     


    

 


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


 


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


 


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


 


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


 






    79 


     


    

 


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


 


(a)       the
occurrence of any Default;


 


(b)       receipt
of any notice of any investigation by a Governmental Authority or any litigation or proceeding commenced or threatened in writing against
any Loan Party or any Subsidiary that (i) seeks damages in excess of $1,500,000, (ii) seeks injunctive relief that could reasonably
be expected to have a Material Adverse Effect, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets and
asserts liability on the part of any Loan Party or Subsidiary in excess of $1,000,000, (iv) alleges criminal misconduct by any Loan
Party or any Subsidiary, (v) alleges the violation of, or seeks to impose remedies under, any Environmental Law or related Requirement
of Law, or seeks to impose Environmental Liability, in each case that could reasonably be expected to have a Material Adverse Effect,
(vi) asserts liability on the part of any Loan Party or any Subsidiary in excess of $1,000,000 in respect of any tax, fee, assessment,
or other governmental charge, or (vii) involves any material product recall;


 


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


 


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


 


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


 


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


 


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


 


(h)       the
occurrence of any ERISA Event (or, in the case of any Foreign Plan, a termination,
withdrawal or noncompliance with applicable laws or plan terms) that, alone or together with any other ERISA Events (or,
in the case of any Foreign Plan, any other termination, withdrawal or noncompliance with applicable laws or plan terms) that
have occurred, could reasonably be expected to result in liability of the Loan Parties and their Subsidiaries in an aggregate amount exceeding
$1,000,000;


 


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


 






    80 


     


    

 


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


 


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


 


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


 


Each notice delivered under this Section shall
be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative setting forth the details
of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.


 


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


 


SECTION 5.04.         Payment
of Obligations. Each Loan Party will, and will cause each Subsidiary to, pay or discharge all Material Indebtedness and all
other material liabilities and obligations, including Taxes (other than Taxes in respect of which the aggregate liability does not
exceed $250,000), before the same shall become delinquent or in default, except where (a) the validity or amount thereof is
being contested in good faith by appropriate proceedings, (b) such Loan Party or Subsidiary has set aside on its books adequate
reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not
reasonably be expected to result in a Material Adverse Effect; provided, however, that each Loan Party will, and will
cause each Subsidiary to, remit withholding taxes and other payroll taxes to appropriate Governmental Authorities as and when
claimed to be due, notwithstanding the foregoing exceptions.


 






    81 


     


    

 


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


 


SECTION 5.06.         Books
and Records; Inspection Rights. Each Loan Party will, and will cause each Subsidiary to, (a) keep proper books of record and
account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities and
(b) permit any representatives designated by the Administrative Agent or any Lender (including employees of the Administrative Agent,
any Lender or any consultants, accountants, lawyers, agents and appraisers retained by the Administrative Agent), upon reasonable prior
notice, to visit and inspect its properties, to examine and make extracts from its books and records, environmental assessment reports
and Phase I or Phase II studies, and to discuss its affairs, finances and condition with its officers and independent accountants, all
at such reasonable times and as often as reasonably requested. Upon the Administrative Agent’s prior written request, at the Borrowers’
expense, the Loan Parties will deliver to the Administrative Agent on a one time basis an environmental assessment of the real property
prepared by an environmental engineer reasonably acceptable to the Administrative Agent, and accompanied by such reports, certificates,
studies or data as the Administrative Agent may reasonably require, all in form and substance satisfactory to the Administrative Agent.


 


SECTION 5.07.         Compliance
with Laws and Material Contractual Obligations. Except where the failure to do so could, individually or in the aggregate, not
be reasonably expected to have a Material Adverse Effect, each Loan Party will, and will cause each Subsidiary to, (i) comply
with each Requirement of Law applicable to it or its property (including without limitation Environmental Laws) and
(ii) perform in all material respects its obligations under material agreements to which it is a party. Each Loan Party will
maintain in effect and enforce policies and procedures designed to ensure compliance by such Loan Party, its Subsidiaries and their
respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.


 


SECTION 5.08.         Use of
Proceeds.


 


(a)       The
proceeds of the Revolving Loans, Swingline Loans and the Letters of Credit will be used only for financing the working capital needs of
the Borrowers and their Subsidiaries in the ordinary course of business and/or for other general corporate purposes of the Borrowers and
their Subsidiaries which are permitted hereunder (including, without limitation,
to pay any consideration, fees or expenses in connection with the Project Oscar Acquisition). The proceeds of the Term Loans
will be used only for Permitted Acquisitions and for the working capital and general corporate needs of the Borrowers and their Subsidiaries
in the ordinary course of business; provided that, notwithstanding the foregoing,
the proceeds of the Additional Term Loans shall be used solely to pay all or a portion of the consideration, fees and expenses in respect
of the Project Oscar Acquisition substantially concurrently with the occurrence of the Third Amendment Effective Date. Notwithstanding
the foregoing or anything else contained in this Agreement, after the Effective Date, if the proceeds of the Loans are directly deposited
into a deposit account of the Company by the Administrative Agent or any Lender pursuant to this Agreement, the Company shall cause all
of such proceeds to be contributed (by intercompany loan or Equity Interest contribution) to a Borrower (other than the Company) in immediately
available funds, other than any proceeds used (i) in connection with ordinary course administrative, maintenance or other similar
obligations, fees, costs or expenses associated with the Company’s ownership of its Subsidiaries or the Company’s obligations
under the Loan Documents, (ii) for nonconsensual obligations imposed by operation of law, (iii) for ordinary course administrative
or other similar obligations, fees, costs or expenses with respect to the Company’s Equity Interests and existence (including payroll
and other expenses with respect to employees of the Company or taxes owed by the Company) and for other general corporate and working
capital purposes consistent with past practice, and (iv) to make investments permitted under Section 6.04(c) (other than
to a Loan Party that is not a Borrower), intercompany loans permitted under Section 6.04(d) (other than to a Loan Party that
is not a Borrower) and Section 6.04(m), and Restricted Payments permitted under Section 6.08(a)(iii). No part of the proceeds
of any Loan and no Letter of Credit will be used, whether directly or indirectly, for any purpose that entails a violation of any of the
Regulations of the Board, including Regulations T, U and X.


 






    82 


     


    

 


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


 


SECTION 5.09.         Accuracy
of Information. The Loan Parties will ensure that any information, including financial statements or other documents, furnished
to the Administrative Agent or the Lenders in connection with this Agreement or any other Loan Document or any amendment or
modification hereof or thereof or waiver hereunder or thereunder (other than projections, forward-looking information and
information of a general economic or industry specific nature), taken as a whole, contains no material misstatement of fact or omits
to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading, and the furnishing of such information shall be deemed to be a representation and warranty by the Borrowers on the
date thereof as to the matters specified in this Section 5.09; provided that, with respect to projected financial
information, the Loan Parties will only ensure that such information was prepared in good faith based upon assumptions believed to
be reasonable at the time (it being understood that forecasts and projections are subject to contingencies and no assurance can be
given that any forecast or projection will be realized).


 


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


 


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


 


SECTION 5.12.        Depository
Banks. Each Borrower and each other Loan Party will maintain the Administrative Agent as its principal depository bank, including
for the maintenance of operating, administrative, cash management, collection activity and other deposit accounts for the conduct of
its business; provided that the Loan Parties shall not be required to satisfy the foregoing requirements with respect to any deposit
account that is an Excluded Account (as defined in the Security Agreement).


 






    83 


     


    

 


SECTION 5.13.         Additional
Collateral; Further Assurances.


 


(a)       Subject
to applicable Requirement of Law, each Loan Party will cause each Material
Subsidiary formed or acquired (or designated pursuant to the definition of
Material Subsidiary) after the date of this Agreement and, subject
to the Third Amendment, each Project Oscar Material Subsidiary, in each case, to become a Loan Party by executing a Joinder
Agreement; provided, however, that no Foreign Subsidiary (or
any Subsidiary thereof) shall be required to become a Loan Party hereunder to the extent doing so could reasonably be expected to result
in material adverse tax consequences to the Loan Parties. Upon execution and delivery thereof, each such Person (i) shall
automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties and obligations in such capacity
under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the other
Secured Parties, in any property of such Loan Party which constitutes Collateral.


 


(b)       Each
Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each
of its directly-owned Domestic Subsidiaries and (ii)
65% (or such greater percentage that could not reasonably be expected to cause any material adverse tax consequences to the Loan Parties)
of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of
the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each directly-owned
Subsidiary that is a Foreign Subsidiary to, in each case,to
be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Administrative
Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative
Agent shall reasonably request.


 


(c)       Without
limiting the foregoing, but subject to Sections 5.13(e) and (g),
each Loan Party will, and will cause each Subsidiary to, grant Liens and security interests in favor of the Administrative Agent on all
assets other than Excluded Property (as defined in the Security Agreement) and to execute and deliver, or cause to be executed and delivered,
to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including
the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions
or deliveries of the type required by Section 4.01 and Section 5.15, as applicable), which may be required by any Requirement
of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement
and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents,
all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties.


 


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


 






    84 


     


    

 


(e)       Notwithstanding
anything in this Agreement or the other Loan Documents to the contrary, the Administrative Agent may (but shall not be obligated to) determine
in its sole and reasonable discretion that (i) the cost to the Loan Parties of granting and perfecting any Lien is disproportionate to
the benefit to be realized by the Administrative Agent, the Lenders and the other Secured Parties by perfecting a Lien in a given asset
or group of assets included in the Collateral or (ii) a Foreign Subsidiary shall not be required to become a Loan Party or provide Collateral
if, in the reasonable credit judgment of the Administrative Agent, doing so would result in a violation of applicable law or such Foreign
Subsidiary would not otherwise provide customary credit support to the Secured Obligations substantially similar to that provided by Loan
Parties organized under the laws of the United States of America or England and Wales, which determination may be based upon (x) the amount
and enforceability of, and any limitations applicable to, the Guarantee that would be provided by the relevant Person, (y) the value (including
after giving consideration to the extent of perfection and priority of Liens on such Collateral) and enforceability of, and any limitations
applicable to, any security interest that may be granted with respect to any Collateral of the relevant Person and (z) any political risk,
Requirement of Law or duties (fiduciary, trustee or otherwise) associated with the relevant jurisdiction, and, in each such case, the
Administrative Agent shall be permitted to, without the consent of the Lenders or Required Lenders, waive any requirement related thereto
under the Loan Documents.


 


(f)       Notwithstanding
anything to the contrary in this Agreement or the Third Amendment, (i) with respect to each Subsidiary incorporated under the laws of
Australia which is required to become a Loan Party pursuant to Section 5.13(a) or the Third Amendment, if doing so constitutes financial
assistance for the purposes of section 260A of the Australian Corporations Act (x) each such Subsidiary shall comply with section 260B
of the Australian Corporations Act and (y) the shareholders of each such Subsidiary and the shareholders of the ultimate Australian holding
company of each such Subsidiary shall approve the giving of financial assistance by undertaking the procedures referred to in section
260B of the Australian Corporations Act, in each case, in connection with the entry into and performance of obligations by such Subsidiaries
under and in connection with the Loan Documents, and (ii) with respect to each Subsidiary incorporated under the laws of New Zealand which
is required to become a Loan Party pursuant to Section 5.13(a) or the Third Amendment, if doing so constitutes financial assistance for
the purposes of section 76 of the NZ Companies Act each such Subsidiary shall procure that the financial assistance is approved under
sections 76 and 77 (or sections 107 and 108) of the NZ Companies Act in connection with the entry into and performance of obligations
by such Subsidiaries under and in connection with the Loan Documents.


 


(g)       Notwithstanding
anything in this Agreement or the other Loan Documents to the contrary: (i) no perfection action will be required in jurisdictions where
Loan Parties are not incorporated or organized but perfection action may be required in the jurisdiction of incorporation or organization
of one Loan Party in relation to security granted by another Loan Party incorporated or organized in a different jurisdiction; (ii) all
Collateral (other than share security over subsidiaries which are also a Loan Party) shall be governed by the law of the jurisdiction
of incorporation or organization of that Loan Party; (iii) no Loan Party will be under any obligation to obtain any landlord, warehouseman
or bailee waiver, consent or agreement with respect to waiving or granting any liens or encumbrances or accessing Collateral, and the
Collateral Documents shall not operate so as to prevent transactions which are permitted or not prohibited under the Credit Agreement
or to require any additional consents or authorizations from Persons that are not Affiliates of the Loan Parties; (iv) the Collateral
Documents shall only operate to create a security interest of the Administrative Agent, for the benefit of the Secured Parties, rather
than to impose new commercial obligations and any new Collateral Documents shall not contain additional representations or undertakings
(such as, without limitation, in respect of insurance, notice provisions, further assurances, indemnities, distribution of proceeds, maintenance
of assets, information or the payment of costs) unless the same are substantially consistent with those contained in the existing Loan
Documents and with local market practice or are otherwise required or necessary for the creation, perfection or preservation of the Administrative
Agent’s security interest and shall not operate so as to prevent transactions which are otherwise permitted under the Loan Documents
or to require additional consents or authorizations from Persons that are not Affiliates of the Loan Parties; (v) from and after the Third
Amendment Effective Date, there will be no security interest granted to the Administrative Agent, for the benefit of the Secured Parties,
over real property unless such security interest may be granted as part of an “all assets” or similar type of security interest
(e.g., an all assets debenture) or, if specific security is required (e.g., a mortgage), such real property is owned real property with
a fair market value (as reasonably determined by the Borrower and the Administrative Agent) of $10,000,000 or more; and (vi) in the case
of an Australian Loan Party, subject to Section 5.13(e) and the other provisions of this paragraph (g), security interests in favor of
the Administrative Agent will be taken over substantially all of the assets of such Australian Loan Party. 


 






    85 


     


    

 


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


 


SECTION 5.15.        Real
Estate Requirements.


 


(a)       WithExcept
as set forth in Section 5.13, with respect to each parcel of real property owned
or acquired by any Loan Party, each Loan Party shall deliver no later than sixty (60) days after the acquisition thereof (or such longer
time as the Administrative Agent shall agree) each of the following, in form and substance reasonably satisfactory to the
Administrative Agent:


 


(i)       a
Mortgage on such property;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


provided
that, with respect to any real property not located in the United States, the foregoing requirements shall be subject in all respects
to Section 5.13(g).


 






    86 


     


    

 


(b)       Notwithstanding
the foregoing:


 


(i)       the
Administrative Agent shall not accept any Mortgage from any Loan Party in respect of any real property located in the United States until
the date that is (1) if the Mortgage relates to a property not located in a “special flood hazard area”, ten (10) Business
Days or (2) if the Mortgaged relates to a property located in a “special flood hazard area”, thirty (30) days (in each
case, a “Mortgage Notice Period”), in each case, after the Administrative Agent has delivered to the Lenders the following
documents in respect of such real property: (x) a completed flood hazard determination from a third party vendor; (y) if such
real property is located in a “special flood hazard area”, (A) a notification to the applicable Loan Parties of that
fact and (if applicable) notification to the applicable Loan Parties that flood insurance coverage is not available and (B) evidence
of the receipt by the applicable Loan Parties of such notice; and (z) if required by Flood Laws, evidence of required flood insurance;
provided that any such Mortgage may be accepted by the Administrative Agent prior to the Mortgage Notice Period expiring if the Administrative
Agent shall have received confirmation from each applicable Lender that such Lender has completed any necessary flood insurance due diligence
to its reasonable satisfaction; and


 


(ii)       no
MIRE Event may be closed until the date that is (1) if there are no Mortgaged Properties in a “special flood hazard area”,
ten (10) Business Days or (2) if there are any Mortgaged Properties in a “special flood hazard area”, thirty (30) days (in
each case, a “MIRE Event Notice Period”), in each case, after the Administrative Agent has delivered to the Lenders the following
documents in respect of such real property: (x) a completed flood hazard determination from a third party vendor; (y) if such real property
is located in a “special flood hazard area”, (A) a notification to the applicable Loan Parties of that fact and (if applicable)
notification to the applicable Loan Parties that flood insurance coverage is not available and (B) evidence of the receipt by the applicable
Loan Parties of such notice; and (z) if required by Flood Laws, evidence of required flood insurance; provided that any such MIRE Event
may be closed prior to the MIRE Event Notice Period if the Administrative Agent shall have received confirmation from each applicable
Lender that such Lender has completed any necessary flood insurance due diligence to its reasonable satisfaction.


 


ARTICLE VI



NEGATIVE COVENANTS


 


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


 


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


 


(a)       the
Secured Obligations;


 


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


 






    87 


     


    

 


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


 


(d)       Guarantees
by any Loan Party of Indebtedness of any Subsidiary or another Loan Party and by any Subsidiary of Indebtedness of any Loan Party or any
other Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees
by any Loan Party of Indebtedness of any Subsidiary that is not a Loan Party shall be subject to the limitations set forth in Section 6.04
and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations on the same terms
as the Indebtedness so Guaranteed is subordinated to the Secured Obligations (if such Indebtedness is so subordinated to the Secured Obligations);


 


(e)       Indebtedness
of any Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (whether
or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed in connection with
the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals
and replacements of any such Indebtedness in accordance with clause (f) below; provided that (i) such Indebtedness is incurred
prior to or within 120 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal
amount of Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in respect thereof permitted by
clause (f) below, shall not exceed $10,000,000 at any time outstanding;


 


(f)       Indebtedness
which represents extensions, renewals, refinancing or replacements (such Indebtedness being so extended, renewed, refinanced or replaced
being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b)
and (e) of Section 6.01 hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided
that (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness (except
in an amount equal to prepayment premiums, customary fees, customary expenses or similar customary amounts payable in respect thereof),
provided that any interest rate may be increased in an amount equal to the greater of (A) an additional 4% and (B) such rates
as may be prevailing under relevant market conditions, (ii) any Liens securing such Refinance Indebtedness are not extended to any
additional property of any Loan Party or any Subsidiary, (iii) such Refinance Indebtedness does not result in a shortening of the
average weighted maturity of such Original Indebtedness, (iv) the terms of such Refinance Indebtedness other than fees and interest
are not, taken as a whole, less favorable to the obligor thereunder than the original terms of such Original Indebtedness, taken as a
whole, and (v) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and
conditions of such Refinance Indebtedness must include subordination terms and conditions that are at least as favorable to the Administrative
Agent and the Lenders as those that were applicable to such Original Indebtedness;


 


(g)       Indebtedness
owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability
insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business;


 


(h)       Indebtedness
of any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided
in the ordinary course of business;


 


(i)       Indebtedness
of any Person that becomes a Subsidiary after the date hereof other than as a result of a Division; provided that (i) such Indebtedness
exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming
a Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (i) (together with any Refinance
Indebtedness subsequently incurred in respect thereof which is permitted by clause (f) above) shall not exceed $5,000,000 at any
time outstanding;


 






    88 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(s)       to
the extent constituting Indebtedness, the Project Oscar Transactions; and


 


(t)       Indebtedness
arising pursuant to hire purchase arrangements entered into in the ordinary course of business; provided that (i) the aggregate principal
amount of Indebtedness outstanding at any time pursuant to this clause (t) does not exceed $1,500,000 and (ii) such Indebtedness
is not directly or indirectly recourse to any assets of any Borrower or Subsidiary other than the equipment or other assets subject to
the applicable hire purchase arrangement.


 






    89 


     


    

 


SECTION 6.02.         Liens.
No Loan Party will, nor will it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset
now owned or hereafter acquired by it, or assign or sell any income or revenues or rights in respect of any thereof, except, in each
case, so long as no Default or Event of Default shall then exist or would result therefrom:


 


(a)       Liens
created pursuant to any Loan Document;


 


(b)       Permitted
Encumbrances;


 


(c)       any
Lien on any property or asset of any Borrower or any Subsidiary existing on the Effective
Date and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property
or asset of such Borrower or Subsidiary or any other Borrower or Subsidiary and (ii) such Lien shall secure only those obligations
which it secures on the Effective Date, and extensions, renewals and replacements thereof
that do not increase the outstanding principal amount thereof;


 


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


 


(e)       any
Lien existing on any property or asset prior to the acquisition thereof by any Borrower or any Subsidiary or existing on any property
or asset of any Person that becomes a Loan Party after the date hereof prior to the time such Person becomes a Loan Party; provided
that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Loan Party,
as the case may be, (ii) such Lien shall not apply to any other property or assets of the Loan Party and (iii) such Lien shall
secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Loan Party, as the case
may be;


 


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


 


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


 


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


 


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


 


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


 






    90 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(u)       Liens
securing Indebtedness arising under hire purchase arrangements permitted by clause (t) of Section 6.01; provided that such Liens shall
encumber only the equipment or other assets subject to the applicable hire purchase arrangement and shall not apply to any other property
or assets of any Borrower or Subsidiary.


 


SECTION 6.03.         Fundamental
Changes. (a) No Loan Party will, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or
permit any other Person to merge into or consolidate with it, consummate a Division as the Dividing Person, or liquidate or
dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred
and be continuing (i) any Subsidiary of any Borrower may merge into a Borrower in a transaction in which such Borrower (or the
Company or any Borrower if multiple Borrowers are involved) is the surviving entity, (ii) any Loan Party (other than a
Borrower) may merge into any other Loan Party in a transaction in which the surviving entity is a Loan Party, (iii) any
Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary determines in good faith
that such liquidation or dissolution is in the best interests of such Loan Party and is not materially disadvantageous to the
Lenders, (iv) any Loan Party (other than a Borrower) may liquidate or dissolve if all of the assets (including any interest in
any Equity Interests) of such liquidating or dissolving Loan Party are transferred to a Loan Party that is not liquidating or
dissolving (v) any Borrower may merge into any other Borrower, and (vi) the Company and its Subsidiaries may merge or
consolidate with a target in connection with a Permitted Acquisition provided that if a Loan Party is a constituent party to any
such merger or consolidation, such Loan Party shall be the surviving entity unless the surviving entity is an entity organized under
the laws of a jurisdiction located in the U.S., executes a Joinder Agreement and becomes a Borrower or Loan Party hereunder; provided
that any such merger or Division involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger or
Division shall not be permitted unless also permitted by Section 6.04.


 






    91 


     


    

 


 


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


 


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


 


(c)       No
Loan Party will, nor will it permit any Subsidiary to, change its fiscal year from the basis in effect on the Effective Date;
provided that each Project Oscar Target may change the end of its fiscal year to match the fiscal year of the Company.


 


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


 


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


 


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


 


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


 


(b)       investments
in existence on the Effective Date and described in Schedule 6.04;


 






    92 


     


    

 


(c)       investments
by the Loan Parties and their Subsidiaries in Equity Interests in their respective Subsidiaries (which may include Subsidiaries created
after the Effective Date), provided that, in each case, (i) any such Equity Interests held by a Loan Party shall be pledged
pursuant to the Security Agreement (subject to the limitations applicable to Equity Interests of a Foreign
Subsidiary referred to in Section 5.13), (ii) the aggregate amount of investments by Loan Parties in Subsidiaries
that are not Loan Parties (together, in each case, with outstanding intercompany loans permitted under clause (A) to the proviso
to Section 6.04(d) and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not exceed $5,000,000 at
any time outstanding (in each case determined without regard to any write-downs or write-offs) and (iii) no such investments into
a non-Loan Party may be made while a Default is continuing or would result therefrom;


 


(d)       loans
or advances made by any Loan Party to any Subsidiary and made by any Subsidiary to a Loan Party or any other Subsidiary, provided that
(A) the amount of such loans and advances made by Loan Parties to non-Loan Parties (together, in each case, with outstanding investments
permitted under clause (ii) to the proviso to Section 6.04(c) and outstanding Guarantees permitted under the proviso to
Section 6.04(e)) shall not exceed $5,000,000 at any time outstanding (in each case determined without regard to any write-downs or
write-offs) and (B) no such loans or advances may be made to a non-Loan Party while any Default is continuing or would result therefrom;


 


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


 


(f)       loans
or advances made by a Loan Party to its employees on an arms-length basis in the ordinary course of business consistent with past practices
for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $1,000,000 in the aggregate at any one
time outstanding;


 


(g)       notes
payable, or stock or other securities issued by Account Debtors (as defined in the UCC) to a Loan Party pursuant to negotiated agreements
with respect to settlement of such Account Debtor’s Accounts (as defined in the UCC) in the ordinary course of business, consistent
with past practices;


 


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


 


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


 


(j)       investments
received in connection with the disposition of assets permitted by Section 6.05;


 


(k)       Permitted
Acquisitions;


 






    93 


     


    

 


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


 


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


 


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


 


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


 


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


 


(q)       the
Project Oscar Transactions.


 


SECTION 6.05.        Asset
Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset (and whether
effected pursuant to a Division or otherwise), including any Equity Interest owned by it, nor will any Borrower permit any Subsidiary
to issue any additional Equity Interest in such Subsidiary (other than to another Borrower or another Subsidiary in compliance with Section 6.04),
except:


 






    94 


     


    

 


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


 


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


 


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


 


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


 


(e)       Sale
and Leaseback Transactions permitted by Section 6.06;


 


(f)       dispositions
resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding
of, any property or asset of any Borrower or any Subsidiary;


 


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


 


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


 


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


 


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


 


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


 


provided that all sales, transfers, leases
and other dispositions permitted hereby (other than those permitted by clauses (b), (e) (subject to the terms of Section 6.06),
(f), (g), (h), (j) and (k) above) shall be made for fair value and for at least 75% cash consideration.


 






    95 


     


    

 


SECTION 6.06.       Sale and
Leaseback Transactions. No Loan Party will, nor will it permit any Subsidiary to, enter into any arrangement, directly or indirectly,
whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired,
and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as
the property sold or transferred (a “Sale and Leaseback Transaction”), except for any such sale of any fixed or capital
assets by any Borrower or any Subsidiary that is made for fair value of such fixed or capital asset and, unless otherwise waived by the
Administrative Agent in its Permitted Discretion, the Loan Parties, to the extent required by the Security Agreement, provide or cause
to be provided an access agreement with respect to such equipment and/or real property (and fixtures thereon), in form and substance satisfactory
to the Administrative Agent in its Permitted Discretion.


 


SECTION 6.07.       Swap Agreements.
No Loan Party will, nor will it permit any Subsidiary to, enter into any Swap Agreement, except (a) Swap Agreements entered into
to hedge or mitigate risks to which any Borrower or any Subsidiary has actual exposure (other than those in respect of Equity Interests
of any Borrower or any of its Subsidiaries), and (b) Swap Agreements entered into in order to effectively cap, collar or exchange
interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing
liability or investment of any Borrower or any Subsidiary.


 


SECTION 6.08.       Restricted
Payments; Certain Payments of Indebtedness.


 


(a)       No
Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to declare or make (without
limiting the other provisions hereof, other than entry into any such agreement made in connection with the Convertible Note Issuance),
directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each of the
Loan Parties may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and,
with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) any
Loan Party may declare and pay dividends to any other Loan Party and any Subsidiary that is not a Loan Party may declare and pay dividends
to any Loan Party, (iii) the Loan Parties may make Restricted Payments to its shareholders, so long as (A) the aggregate amount
of all such Restricted Payments does not exceed $10,000,000 during any fiscal year and (B) no Default or Event of Default exists
or would result therefrom, and (iv) the Loan Parties may make
additional Restricted Payments to its shareholders so long as (A) no Default or Event of Default exists or would result therefrom
and (b) the pro forma Consolidated Total Leverage Ratio would not exceed 2.50:1.00 (calculated on a pro forma basis
as at the end of the most recently ended fiscal quarter for which financial statements are then available after giving effect to such
Restricted Payment and any Indebtedness incurred in connection therewith),
(v) the Loan Parties may pay required interest as and when due to holders of Convertible Notes, and (vi) the Loan Parties may cash settle
with holders of Convertible Notes in an amount equal to their fractional shares upon conversion of the Convertible Notes. For the avoidance
of doubt, no payments pursuant to Convertible Notes shall be made under this clause (a) (except as provided in clauses (v) and (vi) above)..


 


(b)       No
Loan Party will, nor will it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution
(whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other
distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except:


 


(i)       payment
of Indebtedness created under the Loan Documents;


 






    96 


     


    

 


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


 


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


 


(iv)       payment
of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness
to the extent such sale or transfer is permitted by the terms of Section 6.05; and


 


(v)       with
respect to any Convertible Notes, the cash settlement to holders of Convertible Notes in an amount equal to their fractional shares upon
the conversion of their Convertible Notes .prepayments
in cash of any Indebtedness (including any Project Oscar Intercompany Debt) that is owing to a Loan Party.


 


SECTION 6.09.       Transactions
with Affiliates. No Loan Party will, nor will it permit any Subsidiary to, sell, lease or otherwise transfer any property or assets
to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its
Affiliates, except (a) transactions that (i) are in the ordinary course of business and (ii) are at prices and on terms
and conditions not less favorable to such Loan Party or such Subsidiary than could be obtained on an arm’s-length basis from unrelated
third parties, (b) transactions between or among Loan Parties not involving any other Affiliate, (c) any investment permitted
by Sections 6.04(c), 6.04(d), 6.04(e), 6.04(m) or 6.04(n), (d) any Indebtedness permitted under Section 6.01(c) or 6.01(d),
(e) any Restricted Payment permitted by Section 6.08, (f) loans or advances to employees permitted under Section 6.04,
(g) the payment of reasonable fees to directors of any Borrower or any Subsidiary who are not employees of such Borrower or Subsidiary,
and compensation, consulting fees, and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors,
officers or employees or consultants of the Borrowers or their Subsidiaries in the ordinary course of business or otherwise for fair market
value and, (h) any
issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment
agreements, stock options and stock ownership plans approved by a Borrower’s board of directors and
(i) the Project Oscar Transactions.


 


SECTION 6.10.       Restrictive
Agreements. No Loan Party will, nor will it permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist
any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party or
any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary
to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to any Borrower
or any other Subsidiary or to Guarantee Indebtedness of any Borrower or any other Subsidiary; provided that (i) the foregoing
shall not apply to restrictions and conditions imposed by any Requirement of Law or by any Loan Document, (ii) the foregoing shall
not apply to restrictions and conditions existing on the Effective Date identified
on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of,
any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements
relating to the sale or acquisition of a Subsidiary pending such sale or acquisition, provided that such restrictions and conditions
apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) the foregoing shall not apply to restrictions
and conditions in any indenture, agreement, document, instrument or other arrangement relating to the assets or business of any Subsidiary
existing prior to the consummation of an acquisition in which such Subsidiary was acquired (and not created in contemplation of such
acquisition), (v) the foregoing shall not apply to customary provisions in joint venture agreements (and other similar agreements)
(provided that such provisions apply only to such joint venture and to Equity Interests in such joint venture), (vi) clause (a)
of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by
this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (vii) clause (a)
of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.


 






    97 


     


    

 


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


 


SECTION 6.12.       Consolidated
Total Leverage Ratio. The Borrowers shall not permit the Consolidated Total Leverage Ratio, determined as of the end of each fiscal
quarter of the Company for the period of four fiscal quarters then
ending, to exceed 4.00:1.00.(a)
4.25:1.00 for any fiscal quarter ending prior to December 31, 2021, (b) 4.00:1.00 for the fiscal quarter ending December 31, 2021, (c)
3.75:1.00 for the fiscal quarter ending March 31, 2022, and (d) 3.50:1.00 for any fiscal quarter ending after March 31, 2022; provided
that, so long as no Event of Default exists at such time or would result therefrom, the Company may elect to increase the maximum Consolidated
Total Leverage Ratio permitted under this Section 6.12 to 4.00:1.00 for a period of two consecutive fiscal quarters in connection with
a Permitted Acquisition having total consideration in excess of $40,000,000 that is consummated during the first of such two fiscal quarters.


 


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


 


ARTICLE VII



EVENTS OF DEFAULT


 


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


 


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


 


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


 


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


 






    98 


     


    

 


(d)       any
Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), 5.03 (with respect
to a Loan Party’s existence), 5.08, 5.15 or in Article VI or in
Section 5(b) of the Third Amendment;


 


(e)       any
Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute
a default under another Section of this Article), and such failure shall continue unremedied for a period of (i) 5 days after the
earlier of any Loan Party’s knowledge of such breach or notice thereof from the Administrative Agent (which notice will be given
at the request of any Lender) if such breach relates to terms or provisions of Section 5.01, 5.02 (other than Section 5.02(a)),
5.03 through 5.07, 5.10, 5.11 or 5.12 of this Agreement or (ii) 15 days after the earlier of any Loan Party’s knowledge of
such breach or notice thereof from the Administrative Agent (which notice will be given at the request of any Lender) if such breach relates
to terms or provisions of any other Section of this Agreement;


 


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


 


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


 


(h)       an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other
relief in respect of a Loan Party or Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign
bankruptcy, insolvency, receivership, administration or similar
law now or hereafter in effect (including, without limitation, the CCAA, the
Australian Corporations Act and the BIA) or (ii) the appointment of a receiver,
receiver and manager, administrator, 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)       (x)
any Loan Party or Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization,
administration, scheme of arrangement, deed of company arrangement or other relief under any Federal, state or foreign bankruptcy,
insolvency, receivership or similar law now or hereafter in effect (including,
without limitation, the CCAA, the Australian Corporations Act and the BIA), (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, receiver and manager, administrator,
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; or
(y) any Loan Party or Subsidiary organized under Australian law is taken under section 459F(1) of the Australian Corporations Act to have
failed to comply with a statutory demand or is presumed to be unable to pay its debts or is unable to pay its debts when they become due
and payable or is insolvent within the meaning of section 95A of the Australian Corporations Act; or (z) any Loan Party or Subsidiary
that is incorporated under New Zealand law is presumed to be unable to pay its debts in accordance with section 287 of the NZ Companies
Act, or appoints a statutory manager in respect of any Loan Party or Subsidiary that is incorporated under New Zealand law;


 






    99 


     


    

 


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


 


(k)       (i) one
or more judgments for the payment of money in an aggregate amount in excess of $1,000,000 shall be rendered against any Loan Party, any
Subsidiary or any combination thereof and the same shall remain undischarged for a period of thirty (30) consecutive days during
which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any
assets of any Loan Party or Subsidiary to enforce any such judgment; or (ii) any Loan Party or Subsidiary shall fail within thirty (30)
days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately
contested in good faith by proper proceedings diligently pursued;


 


(l)       an
ERISA Event (or, in the case of any Foreign Plan, a termination, withdrawal
or noncompliance with applicable laws or plan terms) shall have occurred that, in the opinion of the Required Lenders, when
taken together with all other ERISA Events (or, in the case of any Foreign
Plan, any other termination, withdrawal or noncompliance with applicable laws or plan terms) that have occurred, could reasonably
be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $1,000,000 for all periods;


 


(m)       a
Change in Control shall occur;


 


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


 


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


 


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


 


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


 


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


 






    100 


     


    

 


(s)       any
Loan Party is criminally indicted or convicted under any law that may reasonably be expected to lead to a forfeiture of any property of
such Loan Party having a fair market value in excess of $1,000,000;


 


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


 


ARTICLE VIII



THE ADMINISTRATIVE AGENT


 


SECTION 8.01.      Appointment.


 


(a)       Each
of the Lenders, on behalf of itself and any of its Affiliates that are Secured Parties and the Issuing Bank hereby irrevocably appoints
the Administrative Agent as its agent and security trustee and authorizes
the Administrative Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers
as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably
incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than the U.S., each of the Lenders and
the Issuing Bank hereby grants to the Administrative Agent any required powers of attorney to execute any Collateral Document governed
by the laws of such jurisdiction on such Lender’s or Issuing Bank’s behalf. The provisions of this Article are solely
for the benefit of the Administrative Agent and the Lenders (including the Swingline Lender and the Issuing Bank), and the Loan Parties
shall not have rights as a third party beneficiary of any of such provisions. It is


 


(b)       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 Bank (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:


 






    101 


     


    

 


(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, the Issuing Bank, any other Secured Party or holder of any other Secured 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” as
used(or any similar term) herein or in any other
Loan Documents (or any similar term)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. Instead,,
and that such term is used as a matter of market custom, and is intended to
create or reflect only an administrative relationship between independent contracting
parties.); 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 the transactions contemplated hereby; and


 


(ii)       where
the Administrative Agent is required or deemed to act as a trustee in respect of any Collateral over which a security interest has been
created pursuant to a Loan Document expressed to be governed by the laws of Australia, New Zealand, Canada or any other country, or is
required or deemed to hold any Collateral “on trust” pursuant to the foregoing, the obligations and liabilities of the Administrative
Agent to the Secured Parties in its capacity as trustee shall be excluded to the fullest extent permitted by applicable law.


 


(c)       For
the avoidance of doubt, if (i) an administrator (other than an administrator appointed by the Administrative Agent) has been appointed
under the Australian Corporations Act to any Australian Loan Party and (ii) the Administrative Agent is entitled under section 441A of
the Australian Corporations Act to enforce a Collateral Document over such Australian Loan Party’s property within the “decision
period” (as defined in the Australian Corporations Act) provided for under such section, then, in each such case, the Administrative
Agent may (without any further instructions) enforce such Collateral Document (including the appointment of a controller) but need not
do so (and is not liable to the Secured Parties if it does not do so).


 


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


 


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


 






    102 


     


    

 


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


 


SECTION 8.05.      Actions through
Sub-Agents. The Administrative Agent may perform any and all of its duties and exercise its rights and powers by or through any one
or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of
its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs
shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their
respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative
Agent.


 


SECTION 8.06.      Resignation.
Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent
may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower Representative. Upon any such resignation, the Required
Lenders shall have the right, in consultation with the Borrowers, to appoint a successor. If no successor shall have been so appointed
by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a
successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the
acceptance of its appointment as Administrative Agent hereunder by its successor, such successor shall succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrowers to a successor Administrative
Agent shall be the same as those payable to its predecessor, unless otherwise agreed by the Borrowers and such successor. Notwithstanding
the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within
thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent
may give notice of the effectiveness of its resignation to the Lenders, the Issuing Bank and the Borrowers, whereupon, on the date of
effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest
granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative
Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the case
of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time
as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and
agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document,
including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed
to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, provided that (i) all
payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other
than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated
to be given or made to the Administrative Agent shall also directly be given or made to each Lender and the Issuing Bank. Following the
effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article, Section 2.17(d)
and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document,
shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent and in respect of the matters
referred to in the proviso under clause (a) above.


 






    103 


     


    

 


SECTION 8.07.      Non-Reliance.


 


(a)       Each
Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not investments
in a business enterprise or securities. Each Lender and each Issuing Bank further represents
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 of this credit facility or any amendment thereto or any other Lender or Issuing
Bank and their respective Related Parties and based on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder,
and (iv) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities
set forth herein, as may be applicable to such Lender or such Issuing Bank, and either it, or the Person exercising discretion in making
its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring
or holding such commercial loans or providing such other facilities. Each Lender and
Issuing Bank shall, independently and without reliance upon the Administrative Agent, any arranger of this credit facility or
any amendment thereto or any other Lender and their respective Related Parties and based on such documents and information (which may
contain material, non-public information within the meaning of the United States securities laws concerning the Borrowers and their Affiliates)
as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon
this Agreement, any other Loan Document, any related agreement or any document furnished hereunder or thereunder and in deciding whether
or to the extent to which it will continue as a Lender or assign or otherwise transfer its rights, interests and obligations hereunder.


 


(b)       Each
Lender, by delivering its signature page to this Agreement on the Effective Date, or delivering its signature page to an Assignment and
Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt
of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory
to, the Administrative Agent or the Lenders on the Effective Date.


 






    104 


     


    

 


SECTION 8.08.      Certain
ERISA Matters.


 


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


 


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


 


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


 


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


 


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


 


(b)       In
addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender
has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a),
such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of,
the Administrative Agent, and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit
of the Borrower or any other Loan Party, that none of the Administrative Agent, or any Arranger or any of their respective Affiliates
is a fiduciary with respect to the Collateral or the assets of such Lender (including in connection with the reservation or exercise of
any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto).


 


(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.


 






    105 


     


    

 


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


 


(b)       In
its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured
party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Administrative Agent to enter into each of
the Collateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Secured
Party (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral
Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit
of the Secured Parties upon the terms of the Collateral Documents. In the event that any Collateral is hereafter pledged by any Person
as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney,
to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such
Collateral in favor of the Administrative Agent on behalf of the Secured Parties.


 


SECTION 8.10.      Flood
Laws. JPMCB has adopted internal policies and procedures that address requirements placed on federally regulated lenders under the
National Flood Insurance Reform Act of 1994 and related legislation (the “Flood Laws”). JPMCB, as administrative agent
or collateral agent on a syndicated facility, will post on the applicable electronic platform (or otherwise distribute to each Lender
in the syndicate) documents that it receives in connection with the Flood Laws. However, JPMCB reminds each Lender and Participant in
the facility that, pursuant to the Flood Laws, each federally regulated Lender (whether acting as a Lender or Participant in the facility)
is responsible for assuring its own compliance with the flood insurance requirements.


 


SECTION
8.11.      Payments.


 


(a)       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
8.11 shall be conclusive, absent manifest error.


 






    106 


     


    

 


 


(b)       Each
Lender hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that is in a different
amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates)
with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall
be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender agrees that, in each such case,
or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify the Administrative
Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one (1) Business
Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made
in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof)
was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.


 


(c)       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.


 


(d)       Each
party’s obligations under this Section 8.11 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. 


 






     107


     


    

 


ARTICLE IX



MISCELLANEOUS


 


SECTION 9.01.Notices.
(a) Except in the case of notices and other communications expressly permitted to be given by telephone or Electronic Systems (and
subject in each case to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows:


 


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



 


CLARUS CORPORATION

2084 East 3900 South

Salt Lake City, Utah 84124

Attention: Aaron Kuehne

Facsimile No: 801-278-5544


 


with a copy to:


 


KANE KESSLER, P.C.

666600 Third Avenue,
23rd35th Floor

New York, New York 10017-404110016

Attention: Robert L. Lawrence, Esq.

Facsimile No: (212) 245-3009

Email: rlawrence@kanekessler.com


 


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



 


JPMORGAN CHASE BANK, N.A.

Middle Market Servicing

10 South Dearborn, Floor L2, Suite IL1-0480

Chicago, Illinois 60603-2300

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


 


with a copy to:


 


JPMORGAN CHASE BANK, N.A.

201 South Main Street, Suite 300

Salt Lake City, Utah 84111

Attention: Kristin L. Gubler

Facsimile No: (801) 359-4352

Email: kristin.l.gubler@chase.com


 


with a copy to:


 


MORGAN, LEWIS & BOCKIUS LLP

One Federal Street

Boston, Massachusetts 02110-1726

Attention: Matthew F. Furlong, Esq.

Facsimile No: (617) 341-7741

Email: matthew.furlong@morganlewis.com


 






     108


     


    

 


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



 


JPMORGAN CHASE BANK, N.A.

Middle Market Servicing

10 South Dearborn, Floor L2, Suite IL1-0480

Chicago, Illinois 60603-2300

Facsimile No: (312) 233-2264

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


 


with a copy to:


 


JPMORGAN CHASE BANK, N.A.

201 South Main Street, Suite 300

Salt Lake City, Utah 84111

Attention: Kristin L. Gubler

Facsimile No: (801) 359-4352

Email: kristin.l.gubler@chase.com


 


with a copy to:


 


MORGAN, LEWIS & BOCKIUS LLP

One Federal Street

Boston, Massachusetts 02110-1726

Attention: Matthew F. Furlong, Esq.

Facsimile No: (617) 341-7741

Email: matthew.furlong@morganlewis.com


  


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



 


All such notices and other communications (i) sent
by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received, (ii) sent
by facsimile shall be deemed to have been given when sent, provided that if not given during normal business hours of the recipient,
such notice or communication shall be deemed to have been given at the opening of business on the next Business Day of the recipient,
or (iii) delivered through Electronic Systems to the extent provided in paragraph (b) below shall be effective as provided in such
paragraph.


 


(b)       Notices
and other communications to the Borrower Representative, any Loan Party, the
Lenders, the Issuing Banks and the Administrative Agent hereunder may be
delivered or furnished by Electronic Systems pursuant to procedures approved by the Administrative Agent; provided that the foregoing
shall not apply to notices pursuant to Article II or to compliance and no Default certificates delivered pursuant to Section 5.01(d) unless
otherwise agreed by the Administrative Agent and the applicable Lender. Each of the Administrative Agent and the Borrower Representative
(on behalf of the Loan Parties) may, in its discretion, agree to accept notices and other communications to it hereunder by Electronic
Systems pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.
Unless the Administrative Agent otherwise proscribes, all such notices and other communications (i) sent to an e-mail address shall
be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail or other written acknowledgement), provided that if not given during the normal
business hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next
Business Day for the recipient, and (ii) posted to an Internet or intranet website shall be deemed received upon the deemed receipt
by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication
is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, e-mail
or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to
have been sent at the opening of business on the next Business Day of the recipient.


 


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


 


(d)       Electronic
Systems.


 


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


 






     109


     


    

 


(ii)       Any
Electronic System used by the Administrative Agent is provided “as is” and “as available.” The Agent Parties (as
defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the
Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular
purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection
with the Communications or any Electronic System. In no event shall the Administrative Agent or any of its Related Parties (collectively,
the “Agent Parties”) have any liability to the Borrowers or the other Loan Parties, any Lender, the Issuing Bank or
any other Person or entity for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses
or expenses (whether in tort, contract or otherwise) arising out of any Borrower’s, any Loan Party’s or the Administrative
Agent’s transmission of communications through an Electronic System. “Communications” means, collectively, any
notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan
Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or the Issuing Bank by
means of electronic communications pursuant to this Section, including through an Electronic System.


 


SECTION 9.02.Waivers;
Amendments. (a) No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power
hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right
or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof
or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder
and under any other Loan Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver
of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the
same shall be permitted by paragraph (b) of this Section 9.02, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a
Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or the
Issuing Bank may have had notice or knowledge of such Default at the time.


 






     110


     


    

 


(b)       Except
as provided in the first sentence of Section 2.09 (with respect to any increase
in the Revolving Commitments or Incremental Term Loan Amendment), subject
to Section 2.14(c), (d) and (e) and Sections 9.02(c) and (e), neither this Agreement nor any other Loan Document nor
any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement
or agreements in writing entered into by the Borrowers and the Required Lenders or (y) in the case of any other Loan Document, pursuant
to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties
thereto, with the consent of the Required Lenders; provided that no such agreement (including any such increase in Revolving Commitments
or Incremental Term Loan Amendment pursuant to Section 2.09) shall (i) increase the Commitment of any Lender without the written
consent of such Lender (including any such Lender that is a Defaulting Lender), (ii) reduce or forgive the principal amount of any
Loan or LC Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without
the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby (provided that any
amendment or modification of the financial covenants in this Agreement (or any defined term used therein) shall not constitute a reduction
in the rate of interest or fees for purposes of this clause (ii)), (iii) postpone any scheduled date of payment of the principal
amount of any Loan or LC Disbursement, or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce
the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written
consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby, (iv) change Section 2.09(c),
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), (v) change any of the provisions of this Section or the definition of “Required Lenders” or
any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive,
amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each
Lender (other than any Defaulting Lender) directly affected thereby (it being understood that, solely with the consent of the parties
to an Incremental Term Loan Amendment, Incremental Term Loans may be included in the determination of Required Lenders on substantially
the same basis as the Commitments and the Revolving Loans are included on the Second Third
 Amendment  Effective Date),
(vi) change Section 2.20, without the consent of each Lender (other than any Defaulting Lender), (vii) release any Loan
Guarantor from its obligation under its Loan Guaranty (except as otherwise permitted herein or in the other Loan Documents), without
the written consent of each Lender (other than any Defaulting Lender), or (viii) except as provided in clause (c) of this Section 9.02
or in any Collateral Document, release all or substantially all of the Collateral, without the written consent of each Lender (other
than any Defaulting Lender); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties
of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative
Agent, the Issuing Bank or the Swingline Lender, as the case may be (it being understood that any amendment to Section 2.20 shall
require the consent of the Administrative Agent, the Issuing Bank and the Swingline Lender); provided further that no such agreement
shall amend or modify the provisions of Section 2.07 or any letter of credit application and any bilateral agreement between the
Borrower Representative and the Issuing Bank regarding the respective rights and obligations between the applicable Borrower and the
Issuing Bank in connection with the issuance of Letters of Credit without the prior written consent of the Administrative Agent and the
Issuing Bank, respectively. The Administrative Agent may also amend the Commitment Schedule to reflect assignments entered
into pursuant to Section 9.04. Any amendment, waiver or other modification of this Agreement or any other Loan Document that by
its terms affects the rights or duties under this Agreement of the Lenders of one or more Classes (but not the Lenders of any other Class),
may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite number or percentage in interest
of each affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the
only Class of Lenders hereunder at the time.


 


(c)       The
Lenders and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release
any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the Payment in Full of all Secured Obligations,
and the cash collateralization of all Unliquidated Obligations in a manner satisfactory to each affected Lender, (ii) constituting
property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or
disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate,
without further inquiry), (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in
a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection
with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VII. Except as provided in the preceding
sentence, the Administrative Agent will not release any Liens on Collateral without the prior written authorization of the Required Lenders;
provided that, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess
of $5,000,000 during any calendar year without the prior written authorization of the Required Lenders (it being agreed that the Administrative
Agent may rely conclusively on one or more certificates of the Borrowers as to the value of any Collateral to be so released, without
further inquiry). Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those
expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including
the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative
Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.


 






     111


     


    

 


(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 (other than any
Ineligible Institution) 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 (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 a Platform approved by the Administrative Agent 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 and 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.


 


(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.


 






     112


     


    

 


SECTION 9.03.Expenses;
Indemnity; Damage Waiver. (a) The Loan Parties shall, jointly and severally, pay all (i) reasonable out-of-pocket expenses
incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative
Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through an Electronic System)
of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications
or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated),
(ii) reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension
of any Letter of Credit or any demand for payment thereunder and (iii) out-of-pocket expenses incurred by the Administrative Agent,
the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing
Bank or any Lender, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents,
including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Expenses
being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and
expenses incurred in connection with:


 


(i)       insurance
reviews;


 


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


 


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


 


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


 


(v)     sums
paid or incurred to take any action required of any Loan Party under the Loan Documents that such Loan Party fails to pay or take; and


 


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


 


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


 


(b)       Limitation
of Liability. To the extent permitted by applicable law (i) neither any Borrower nor any other Loan Party shall assert, and
each Borrower and each Loan Party hereby waives, any claim against the Administrative Agent, any Arranger, any Issuing Bank and any
Lender, and any Related Party of any of the foregoing Persons (each such Person being called a “Lender-Related Person”)
for any Liabilities arising from the use by others of information or other materials (including, without limitation, any personal
data) obtained through telecommunications, electronic or other information transmission systems (including the Internet), and
(ii) no party hereto shall assert, and each such party hereby waives, any Liabilities against any other party hereto, on any
theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out
of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated
hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this
Section 9.03(b) shall relieve any Borrower or any other Loan Party of any obligation it may have to indemnify an
Indemnitee, as provided in Section 9.03(c), against any special, indirect, consequential or punitive damages asserted against
such Indemnitee by a third party.


 


(c)       Indemnity.
The Loan Parties, jointly and severally, 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 the Loan Documents or any agreement or instrument contemplated thereby, the performance
by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated
hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by 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), (iii) any actual or alleged presence or Release of Hazardous Materials
on or from any property owned or operated by a Loan Party or a Subsidiary, or any Environmental Liability related in any way to a Loan
Party or a Subsidiary, (iv) the failure of a Loan Party to deliver to the Administrative Agent the required receipts or other required
documentary evidence with respect to a payment made by such Loan Party for Taxes pursuant
to Section 2.17, or (v) any actual or prospective Proceeding relating
to any of the foregoing, whether or not such Proceeding is brought by any Loan Party
or their respective equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other
theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee,
be available to the extent that such Liabilities or related expenses are determined
by a court of competent jurisdiction by final and non-appealable judgment to have resulted primarily
from the gross negligence or willful misconduct of such Indemnitee. This Section 9.03(b) shall not apply with
respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim.


 






     113


     


    

 


(d)       Lender
Reimbursement. Each Lender severally agrees to pay any amount required to be paid by the
Borrower under paragraphs (a), (b)
or (c) of this Section 9.03 to the
Administrative Agent, the 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 the Borrower and without limiting the obligation of the Borrower to do so), ratably according
to their respective Applicable Percentage in effect on the date on which such payment is sought is
sought after the date upon which the Commitments shall have terminated and the Obligations
shall have been Paid in Full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against
any and all Liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time
(whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent-Related Person in any way
relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any 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.


 


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


 


SECTION 9.04.Successors
and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) no
Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender
(and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign
or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed
or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted
hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph
(c) of this Section 9.04) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent,
the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 






     114


     


    

 


(b)       (i)
Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Persons (other than an Ineligible
Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, participations
in Letters of Credit and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld)
of:


 


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


 


(B)       the
Administrative Agent;


 


(C)       the
Issuing Bank; and


 


(D)       the
Swingline Lender.


 


(ii)       Assignments
shall be subject to the following additional conditions:


 


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


 


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


 


(C)       the
parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to
the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative
Agent and the parties to the Assignment and Assumption are participants, together with a processing and recordation fee of $3,500; and


 


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


 


For the purposes of this Section 9.04(b),
the terms “Approved Fund” and “Ineligible Institution” have the following meanings:


 


“Approved Fund”
means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions
of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a
Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.


 






     115


     


    

 


“Ineligible Institution”
means a (a) natural person, (b) a Defaulting Lender or its Lender Parent,
(c) company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s)
thereof; provided that, such company, investment vehicle or trust shall not constitute an Ineligible Institution if it (x) has
not been established for the primary purpose of acquiring any Loans or Commitments, (y) is managed by a professional advisor, who
is not such natural person or a relative thereof, having significant experience in the business of making or purchasing commercial loans,
and (z) has assets greater than $25,000,000 and a significant part of its activities consist of making or purchasing commercial
loans and similar extensions of credit in the ordinary course of its business or (d) a Loan Party or a Subsidiary or other Affiliate
of a Loan Party.


 


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


 


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


 


(v)       Upon
its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, or (y) to the extent
applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative
Agent and the parties to the Assignment and Assumption are participants, the assignee’s completed Administrative Questionnaire
(unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section
and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment
and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the
assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05, 2.06(d) or (e), 2.07(b), 2.18(d)
or 9.03(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.


 






     116


     


    

 


(c)       Any
Lender may, without the consent of the Borrowers, the Administrative Agent, the Issuing Bank or the Swingline Lender, sell participations
to one or more banks or other entities (a “Participant”) other than an Ineligible Institution in all or a portion of
such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it);
provided that (A) such Lender’s obligations under this Agreement shall remain unchanged; (B) such Lender shall
remain solely responsible to the other parties hereto for the performance of such obligations; and (C) the Borrowers, the Administrative
Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such
Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the
requirements and limitations therein, including the requirements under Section 2.17(f) and (g) (it being understood that the
documentation required under Section 2.17(f) shall be delivered to the participating Lender and the information and documentation
required under Section 2.17(g) will be delivered to the Borrowers and the Administrative Agent)) to the same extent as if it
were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant
(A) agrees to be subject to the provisions of Sections 2.18 and 2.19 as if it were an assignee under paragraph (b) of this Section;
and (B) shall not be entitled to receive any greater payment under Section 2.15 or 2.17, with respect to any participation,
than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment
results from a Change in Law that occurs after the Participant acquired the applicable participation.


 


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(cd) as
though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as ana
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.


 


(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.


 






     117


     


    

 


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


 


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


 


SECTION 9.06.Counterparts;
Integration; Effectiveness; Electronic Execution.


 


(a)       This
Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute
an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any
separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties
relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to
the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed
by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear
the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.


 


(b)       Delivery
of an executed counterpart of a signature page of (x) this Agreement,
(y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the
avoidance of doubt, any notice delivered pursuant to Section 9.01), certificate, request, statement, disclosure or authorization
related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary
Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces
an image of 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 telecopy, emailed pdf. or any other electronic
means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity
or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the
case may be; 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 Signature
and (ii) upon the request of the Administrative Agent or any Lender,
any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing,
each Borrower and each Loan Party hereby (A) agrees that, for all purposes, including without limitation, in connection with any
workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, the
Borrowers and the Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces
an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary
Document shall have the same legal effect, validity and enforceability as any paper original, (B) the Administrative Agent and each
of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document
in the form of an imaged electronic record in any 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 telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any
Liabilities arising as a result of the failure of any Borrower and/or any Loan Party to use any available security measures in connection
with the execution, delivery or transmission of any Electronic Signature.


 






     118


     


    

 


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


 


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


 


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


 






     119


     


    

 


(b)       Each
Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any U.S. Federal
or New York State court sitting in New York, New York in any action or proceeding arising out of or relating to any Loan Documents, or
for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted
by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or
any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring
any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts
of any jurisdiction.


 


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


 


(d)       Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Each
Foreign Subsidiary that is a party hereto irrevocably designates and appoints the Borrower Representative, as its authorized agent, to
accept and acknowledge on its behalf, service of any and all process which may be served in any suit, action or proceeding of the nature
referred to in Section 9.09(b) in any federal or New York State court sitting in New York City. The Borrower Representative hereby represents,
warrants and confirms that the Borrower Representative has agreed to accept such appointment. Said designation and appointment shall be
irrevocable by each such Foreign Subsidiary until Payment in Full of the Secured Obligations. Each Foreign Subsidiary party thereto hereby
consents to process being served in any suit, action or proceeding of the nature referred to in Section 9.09(b) in any federal or New
York State court sitting in New York City by service of process upon the Borrower Representative as provided in this Section 9.09(d);
provided that, to the extent lawful and possible, notice of said service upon such agent shall be mailed by registered or certified air
mail, postage prepaid, return receipt requested, to the Borrower Representative and (if applicable to) such Foreign Subsidiary at its
address set forth herein or in the Joinder Agreement pursuant to which such Foreign Subsidiary became a party hereto, as applicable, or
to any other address of which such Foreign Subsidiary shall have given written notice to the Administrative Agent (with a copy thereof
to the Borrower Representative). Each Foreign Subsidiary party hereto irrevocably waives, to the fullest extent permitted by law, all
claim of error by reason of any such service in such manner and agrees that such service shall be deemed in every respect effective service
of process upon such Foreign Subsidiary in any such suit, action or proceeding and shall, to the fullest extent permitted by law, be taken
and held to be valid and personal service upon and personal delivery to such Foreign Subsidiary. To the extent any Foreign Subsidiary
party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service
or notice, attachment prior to judgment, attachment in aid of execution of a judgment, execution or otherwise), each Foreign Subsidiary
hereby irrevocably waives such immunity in respect of its obligations under the Loan Documents. Nothing in this Agreement or
any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.


 


SECTION 9.10.WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE,
OTHER AGENT (INCLUDING ANY ATTORNEY) OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED
TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


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


 


SECTION 9.12.Confidentiality.
Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents,
including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent
requested by any Governmental Authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners),
(c) to the extent required by any Requirement of Law or by any subpoena or similar legal process, (d) to any other party to
this Agreement, (e) in connection with the exercise of any remedies under this Agreement or any other Loan Document or any suit,
action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject
to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in,
or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to the Loan Parties and their obligations, (g) on a
confidential basis to (i) any rating agency in connection with rating the Company or any of its Subsidiaries or the credit facilities
provided for herein or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of identification
numbers with respect to the credit facilities provided for herein, (h) with the consent of the Borrower Representative, (i) to
holders of Equity Interests in any Borrower, (j) to any Person providing a Guarantee of all or any portion of the Secured Obligations,
or (k) to the extent such Information (i) is or becomes publicly available other than as a result of a breach of this Section
or (ii) is or becomes available to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis from a source
other than the Borrowers or other Loan Party. To the
extent permitted by section 275 of the Australian PPSA, the parties agree to keep all information of the kind mentioned in section 275(1)
and 275(4) of the Australian PPSA confidential and not to disclose that information to any other Person, other than to the extent permitted
hereunder. For the purposes of this Section, “Information” means all information received from the Borrowers
relating to the Borrowers or their business, other than any such information that is available to the Administrative Agent, the Issuing
Bank or any Lender on a non-confidential basis prior to disclosure by the Borrowers and other than information pertaining to this Agreement
provided by arrangers to data service providers, including league table providers, that serve the lending industry. Any Person required
to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation
to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information but in no event less than a reasonable amount of care.


 






     120


     


    




 


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


 


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


 


SECTION 9.13.     Several
Obligations; Nonreliance; Violation of Law. The respective obligations of the Lenders hereunder are several and not joint and the
failure of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve any other Lender from any of its
obligations hereunder. Each Lender hereby represents that it is not relying on or looking to any Margin Stock for the repayment of the
Borrowings provided for herein. Anything contained in this Agreement to the contrary notwithstanding, neither the Issuing Bank nor any
Lender shall be obligated to extend credit to the Borrowers in violation of any Requirement of Law.


 


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.


 






    121


     


    

 


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


 


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


 


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 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.


 






    122


     


    

 


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


 


ARTICLE X



LOAN GUARANTY


 


SECTION 10.01.     Guaranty.
Each Loan Guarantor (other than those that have delivered a separate GuarantyGuarantee)
hereby agrees that it is jointly and severally liable for, and, as a primary obligor and not merely as surety, absolutely, unconditionally
and irrevocably guarantees to the Secured Parties, the prompt payment when due, whether at stated maturity, upon acceleration or otherwise,
and at all times thereafter, of the Secured Obligations and all costs and expenses, including, without limitation, all court costs and
attorneys’ and paralegals’ fees and expenses paid or incurred by the Administrative Agent, the Issuing Bank and the Lenders
in endeavoring to collect all or any part of the Secured Obligations from, or in prosecuting any action against, any Borrower or any Loan
Guarantor of all or any part of the Secured Obligations (such costs and expenses, together with the Secured Obligations, collectively
the “Guaranteed Obligations”; provided, however, that the definition of “Guaranteed Obligations”
shall not create any guarantee by any Loan Guarantor of (or grant of security interest by any Loan Guarantor to support, as applicable)
any Excluded Swap Obligations of such Loan Guarantor for purposes of determining any obligations of any Loan Guarantor). Each Loan Guarantor
further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from
it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply
to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender that extended any portion of the Guaranteed
Obligations.


 


SECTION 10.02.     Guaranty
of Payment. This Loan Guaranty is a guaranty of payment and not of collection. Each Loan Guarantor waives any right to require the
Administrative Agent, the Issuing Bank or any Lender to sue any Borrower, any Loan Guarantor, any other guarantor of, or any other Person
obligated for, all or any part of the Guaranteed Obligations (each, an “Obligated Party”), or otherwise to enforce
its payment against any collateral securing all or any part of the Guaranteed Obligations.


 






    123


     


    

 


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).


 


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.


 






    124


     


    

 


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


 


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


 


SECTION 10.07.     Information.
Each Loan Guarantor assumes all responsibility for being and keeping itself informed of the Borrowers’ financial condition and
assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent
of the risks that each Loan Guarantor assumes and incurs under this Loan Guaranty, and agrees that none of the Administrative Agent,
the Issuing Bank or any Lender shall have any duty to advise any Loan Guarantor of information known to it regarding those circumstances
or risks.


 


SECTION
10.08.     Termination. Each of the Lenders and the Issuing Bank may continue to make loans or extend
credit to the Borrowers based on this Loan Guaranty until five (5) days after it receives written notice of termination from any Loan
Guarantor. Notwithstanding receipt of any such notice, each Loan Guarantor will continue to be liable to the Lenders for any Guaranteed
Obligations created, assumed or committed to prior to the fifth day after receipt of the notice, and all subsequent renewals, extensions,
modifications and amendments with respect to, or substitutions for, all or any part of such Guaranteed Obligations. Nothing in this Section
10.08 shall be deemed to constitute a waiver of, or eliminate, limit, reduce or otherwise impair any rights or remedies the Administrative
Agent or any Lender may have in respect of, any Default or Event of Default that shall exist under clause (o) of Article VII hereof as
a result of any such notice of termination.


 


SECTION
10.08.     Release of Subsidiary Guarantors. 


 


(a)       A
Subsidiary Guarantor shall automatically be released from its obligations under the Loan Guaranty upon the consummation of any transaction
permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Material Subsidiary; provided that, if so required
by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided
otherwise. In connection with any termination or release pursuant to this Section, the Administrative Agent shall (and is hereby irrevocably
authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan
Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall
be without recourse to or warranty by the Administrative Agent.


 






    125


     


    

 


(b)       Further,
the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Company, release any Subsidiary
Guarantor from its obligations under the Loan Guaranty if such Subsidiary Guarantor is no longer a Material Subsidiary.


 


(c)       Upon
Payment in Full of all Secured Obligations, the Loan Guaranty and all obligations (other than those expressly stated to survive such termination)
of each Loan Guarantor thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any
Person. 


 


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
Transaction Act or similar statute or common law. In determining the limitations, if any, on the amount of any Loan Guarantor’s
obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification
or contribution which such Loan Guarantor may have under this Loan Guaranty, any other agreement or applicable law shall be taken into
account.


 


SECTION 10.11.     Contribution.


 


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


 






    126


     


    

 


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


 


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


 


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


 


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


 


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


 


SECTION 10.13.     Keepwell.
Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds
or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Loan Guaranty
in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13
for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13
or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not
for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13
shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13
constitute, and this Section 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the
benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


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


 






    127


     


    

 


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


 


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


 






    128


     


    

 


ARTICLE XI



THE BORROWER REPRESENTATIVE


 


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


 


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


 


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


 


SECTION 11.04.     Intentionally
Omitted.


 


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


 


SECTION 11.06.     Execution
of Loan Documents. The Borrowers hereby empower and authorize the Borrower Representative, on behalf of the Borrowers, to execute
and deliver to the Administrative Agent and the Lenders the Loan Documents and all related agreements, certificates, documents, or instruments
as shall be necessary or appropriate to effect the purposes of the Loan Documents, including, without limitation, the Compliance Certificates.
Each Borrower agrees that any action taken by the Borrower Representative or the Borrowers in accordance with the terms of this Agreement
or the other Loan Documents, and the exercise by the Borrower Representative of its powers set forth therein or herein, together with
such other powers that are reasonably incidental thereto, shall be binding upon all of the Borrowers.


 






    129


     


    







 


(Signature Pages Follow)


 






    130


     


    

 





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


 


	 	CLARUS CORPORATION,
	 	a Delaware corporation,
	 	as a Borrower 
	 
	 	By	 
	 	 	Name:
	 	 	Title:



 


	 	BLACK DIAMOND RETAIL, INC.,
	 	a Delaware corporation,
	 	as a Borrower 
	 
	 	By	 
	 	 	Name:
	 	 	Title:



 


	 	BLACK DIAMOND RETAIL - ALASKA, LLC,
	 	a Delaware limited liability company,
	 	as a Borrower  
	 
		By	 
	 	 	Name:
	 	 	Title:



 


	 	SIERRA BULLETS, L.L.C.,
	 	a Delaware limited liability company,
	 	as a Borrower  
	 
		By	 
	 	 	Name:
	 	 	Title:



 


	 	SKINOURISHMENT, LLC,
	 	a Delaware limited liability company,
	 	as a Borrower  
	 
		By	 
	 	 	Name:
	 	 	Title: 



 


Signature Page to Credit Agreement


 









     


     


    

 


	 	BLACK DIAMOND RETAIL – COLORADO, LLC,
	 	a Delaware limited liability company,
	 	as a Borrower  
	 
	 	By	 
	 	 	Name:
	 	 	Title:



 


	 	BLACK DIAMOND RETAIL
 – MONTANA, LLC,
	 	a Delaware limited liability company,
	 	as a Borrower
	 
	 	By	 
	 	 	Name:
	 	 	Title:



 


	 	BARNES BULLETS
 – MONA, LLC, a Delaware
	 	limited liability company,
	 	as a Borrower  
	 
	 	By	 
	 	 	Name:
	 	 	Title:



 


	 	BLACK DIAMOND EQUIPMENT,
LTD.,
	 	a Delaware corporation,
	 	as a Loan Guarantor
	 
	 	By	 
	 	 	Name:
	 	 	Title:



 


	 	EVEREST/SAPPHIRE
ACQUISITION, LLC,
	 	a Delaware limited liability company,
	 	as a Loan Guarantor  
	 
	 	By	 
	 	 	Name:
	 	 	Title:  



 


Signature Page to Credit Agreement


 






    


     


    

 








		BD EUROPEAN HOLDINGS, LLC,
		a Delaware limited liability company,
		as a Loan Guarantor
		 
		By	 
		 	Name:
		 	Title:  





 


Signature Page to Credit Agreement


 









    


     


    

 


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

                                            

	 	Lender, and a Lender
	 	 
	 	By	 
	 	 	Name:
	 	 	Title:
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender
	 	 
	 	By	 
	 	 	Name:
	 	 	Title:
	 	 
	 	ZIONS BANCORPORATION, NATIONAL 

ASSOCIATION, DBA ZIONS BANK, as a Lender
	 	 
	 	By	 
	 	 	Name:
	 	 	Title:  



 


Signature Page to Credit Agreement


 






    


     


    

 


COMMITMENT SCHEDULE


 


	Lender	 	Revolving 
 Commitment	 	 	Outstanding
 Term 

LoanLoans
 Commitmentas

 of the 
 as of theThird

 Amendment
 Effective 
 Date1	 	Commitment	 
	JPMorgan Chase Bank, N.A.	 	$	30,000,00030,000,000.00	 	 	$	10,000,00037,500,000.00	 	$	40,000,000	 
	U.S. Bank National Association	 	$	18,000,00027,777,777.77	 	 	$	6,000,00034,722,222.23	 	$	24,000,000	 
	Regions Bank	 	$	15,555,555.56	 	 	$	19,444,444.44	 	 	 	 
	Bank of America, N.A.	 	$	15,555,555.56	 	 	$	19,444,444.44	 	 	 	 
	Zions Bancorporation,National Association, dba Zions Bank	 	$	12,000,00011,111,111.11	 	 	$	4,000,00013,888,888.89	 	$	16,000,000	 
	Total	 	$	60,000,000100,000,000.00	 	 	$	20,000,000125,000,000.00	 	$	80,000,000	 



 


 






1 As of the SecondAfter
giving effect to the funding of the Additional Term Loans on the Third Amendment Effective Date,
the Term Loan Commitment was $19,000,000.


 






    


     


    







 


SCHEDULE 3.05


 


PROPERTIES


 


(as of Second Amendment Effective Date)


 


Real Property


 


	Loan Party	Address	Nature of real property (e.g., owned, leased, etc.)
	Clarus Corporation	2084 East 3900 S., Salt Lake City, UT 84124	Owned by Black Diamond Equipment, Ltd.
	Everest/Sapphire Acquisition, LLC	2084 East 3900 S., Salt Lake City, UT 84124	Owned by Black Diamond Equipment, Ltd.
	SKINourishment, LLC	2084 East 3900 S., Salt Lake City, UT 84124	Owned by Black Diamond Equipment, Ltd.
	SKINourishment, LLC	691 La Buena Vista, Wimberly, TX 78676	Leased
	Black Diamond Retail, Inc.	2084 East 3900 S., Salt Lake City, UT 84124 (HQ)	Owned by Black Diamond Equipment, Ltd.
	Black Diamond Retail, Inc.	592 Main Street, Park City, UT 84060 (Park City)	Leased
	Black Diamond Retail, Inc.	602 S 700 E C102, Salt Lake City, UT 84102 (Trolley Square)	Leased
	Black Diamond Retail, Inc.	3700 Cabela’s Blvd Suite 426, Lehi, UT 84043 (Traverse Mountain)	Leased
	BD European Holdings, LLC	2084 East 3900 S., Salt Lake City, UT 84124	Owned by Black Diamond Equipment, Ltd.
	Sierra Bullets, L.L.C.	1400 West Henry Street, Sedalia, MO 65301	Owned
	Sierra Bullets, L.L.C.	Wastewater Treatment Facility located at 1400 West Henry Street, Sedalia, MO 65301	Leased
	Sierra Bullets, L.L.C.	1500 W Ewing Drive, Sedalia, MO 65301	Leased
	Black Diamond Equipment, Ltd.	2084 East 3900 S., Salt Lake City, UT 84124	Owned
	Black Diamond Equipment, Ltd.	BDEL Distribution Center 

1851 South 5350 West 

Salt Lake City, UT 84104	Leased
	Black Diamond Equipment, Ltd.	CNBMI Logistics Center 

Yantuian Bonded Logistics Park 

Mingzhu Road, Yantian District 

Shenzehn, Guangdong, China	Leased
	Black Diamond Equipment, Ltd.	DI Dawn Patrol Mfg Corp/ Dong In Entech K-1 Inc.

Mindanao Ave. Phase II FAB

Mariveles, Bataan, Philippines 2016	Leased
	Black Diamond Equipment, Ltd	VP BTX Global Logistics 

3775 W. California Ave. 

Salt Lake City, UT 84104	Leased
	Black Diamond Equipment, Ltd	Alexander Exhibit 

7440 S 228th Street 

Kent, WA 98032	Leased



 






    


     


    

 


	Black Diamond Equipment, Ltd	
    NRI Distribution

    9835 Dallas Drive

    Kamloops, BC, Canada V2C6T4
	Leased
	Black Diamond Equipment, Ltd	
    FEDEX Trade Networks

    7075 Ordan Dr.

    Mississauga, Ontario, Canada L5T1K6
	Leased
	Black Diamond Retail – Colorado, LLC	
    5050 Factory Shops

    Blvd. Suite 855

    Castle Rock, CO 80108
	Leased
	Barnes Bullets – Mona, LLC	38 North Frontage Road 

Mona, Utah 84645	Leased
	Black Diamond Retail – Montana, LLC	
    99 Town Center

    Avenue, Suite A1

    Big Sky, Montana

    59716
	Leased