CREDIT
      AGREEMENT

      by
      and among

      WELLS
      FARGO CAPITAL FINANCE, LLC,

      as
      Administrative Agent,

      THE
      LENDERS THAT ARE PARTIES HERETO

      as
      the Lenders,

      and

      QUANTUM
      CORPORATION

      as
      Borrower

       

      Dated
      as of March 29, 2012



	 














	1.	       	DEFINITIONS
      AND CONSTRUCTION	1
			1.1.	       	Definitions	1
			1.2.		Accounting Terms	1
			1.3.		Code	2
			1.4.		Construction	2
			1.5.		Time
    References	3
			1.6.		Schedules
      and Exhibits	3
	2.		LOANS AND TERMS OF
      PAYMENT	3
			2.1.		Revolving
      Loans	3
			2.2.		[Intentionally Omitted]	4
			2.3.		Borrowing
      Procedures and Settlements	4
			2.4.		Payments; Reductions of
      Revolver Commitments; Prepayments	12
			2.5.		Promise
      to Pay	16
			2.6.		Interest Rates and Letter
      of Credit Fee: Rates, Payments, and	
					Calculations	16
			2.7.		Crediting
      Payments	18
			2.8.		Designated
      Account	19
			2.9.		Maintenance of Loan Account; Statements of
      Obligations	19
			2.10.		Fees	19
			2.11.		Letters
      of Credit	20
			2.12.		LIBOR
Option	27
			2.13.		Capital
      Requirements	29
	3.		CONDITIONS; TERM OF
      AGREEMENT	31
		 	3.1.		Conditions Precedent to the Initial Extension of
      Credit	31
			3.2.		Conditions Precedent to
      all Extensions of Credit	31
			3.3.		Maturity	31
			3.4.		Effect of
      Maturity	31
			3.5.		Early
      Termination by Borrower	32
			3.6.		Conditions
      Subsequent	32
	4.		REPRESENTATIONS AND WARRANTIES	32
			4.1.		Due Organization and
      Qualification; Subsidiaries	32
			4.2.		Due
      Authorization; No Conflict	33
			4.3.		Governmental
      Consents	34
			4.4.		Binding
      Obligations; Perfected Liens	34
			4.5.		Title to Assets; No
      Encumbrances	34
			4.6.		Litigation	35
			4.7.		Compliance with
      Laws	35
			4.8.		No
      Material Adverse Effect	35
			4.9.		Solvency	35
			4.10.		Employee
      Benefits	35
			4.11.		Environmental
      Condition	36
			4.12.		Complete
      Disclosure	36
			4.13.		Patriot Act	36
			4.14.		Indebtedness	37






-i-

















		       	4.15.	       	Payment
      of Taxes	37
			4.16.		Margin
Stock	37
			4.17.		Governmental Regulation	37
			4.18.		OFAC	37
			4.19.		Employee
      and Labor Matters	37
			4.20.		Immaterial
      Subsidiaries	38
			4.21.		Leases	38
			4.22.		Accounts	38
			4.23.		Inventory	38
			4.24.		Location of
      Inventory	38
			4.25.		Inventory
      Records	39
			4.26.		Convertible Subordinated
      Debt Documents	39
	5.		AFFIRMATIVE
      COVENANTS	39
			5.1.		Financial Statements,
      Reports, Certificates	39
			5.2.		Reporting	39
			5.3.		Existence	39
			5.4.		Maintenance of Properties	40
	 		5.5.		Taxes	40
			5.6.		Insurance	40
			5.7.		Inspection	41
			5.8.		Compliance with Laws	41
			5.9.		Environmental	41
			5.10.		Disclosure Updates	42
			5.11.		Formation of
      Subsidiaries	42
			5.12.		Further
      Assurances	43
			5.13.		Lender
    Meetings	43
			5.14.		Location
      of Inventory	43
			5.15.		Cash
    Management	44
	6.		NEGATIVE
      COVENANTS	44
			6.1.		Indebtedness	44
			6.2.		Liens	44
			6.3.		Restrictions on
      Fundamental Changes	44
			6.4.		Disposal
      of Assets	45
			6.5.		Nature of
      Business	45
			6.6.		Prepayments and Amendments	45
			6.7.		Restricted
      Payments	47
			6.8.		Accounting Methods	47
			6.9.		Investments; Controlled
      Investments	48
			6.10.		Transactions with Affiliates	48
			6.11.		Use of
    Proceeds	49
			6.12.		Limitation on Issuance of Equity
      Interests	49
			6.13.		[Intentionally Omitted]	49
			6.14.		Immaterial Subsidiaries	49
	7.		FINANCIAL
COVENANTS	49
	8.		EVENTS OF
      DEFAULT	50








-ii-















		     	
      8.1.
	     	Payments	50
			
      8.2.
		Covenants	50
			
      8.3.
		Judgments	51
			
      8.4.
		Voluntary Bankruptcy,
      etc	51
			
      8.5.
		Involuntary Bankruptcy, etc	51
			
      8.6.
		Default Under Other
      Agreements	51
			
      8.7.
		Representations, etc	52
			
      8.8.
		Guaranty	52
			
      8.9.
		Security
      Documents	52
			
      8.10.
		Loan
    Documents	52
			
      8.11.
		Change of
      Control	52
	9.		RIGHTS AND
REMEDIES	52
			
      9.1.
		Rights
      and Remedies	52
			
      9.2.
		Remedies
      Cumulative	53
	10.		WAIVERS;
      INDEMNIFICATION	53
			
      10.1.
		Demand; Protest;
      etc	53
			
      10.2.
		The
      Lender Group's Liability for Collateral	53
			
      10.3.
		Indemnification	54
	11.		NOTICES	55
	12.		CHOICE OF LAW AND VENUE;
      JURY TRIAL WAIVER; JUDICIAL	
			REFERENCE
PROVISION	56
	13.		ASSIGNMENTS
      AND PARTICIPATIONS; SUCCESSORS	59
			
      13.1.
		Assignments and
      Participations	59
			
      13.2.
		Successors	63
	14.		AMENDMENTS;
WAIVERS	63
			
      14.1.
		Amendments and Waivers	63
			
      14.2.
		Replacement of Certain
      Lenders	65
			
      14.3.
		No
      Waivers; Cumulative Remedies	66
	15.		AGENT; THE LENDER
      GROUP	66
		 	
      15.1.
		Appointment and Authorization of
Agent	66
			
      15.2.
		Delegation of
      Duties	67
			
      15.3.
		Liability
      of Agent	67
			
      15.4.
		Reliance by
      Agent	68
			
      15.5.
		Notice of
      Default or Event of Default	68
	 		
      15.6.
		Credit
    Decision	69
			
      15.7.
		Costs and
      Expenses; Indemnification	69
			
      15.8.
		Agent in Individual
      Capacity	70
			
      15.9.
		Successor
      Agent	70
			
      15.10.
		Lender in Individual
      Capacity	71
			
      15.11.
		Collateral Matters	72
			
      15.12.
		Restrictions on Actions
      by Lenders; Sharing of Payments	73
			
      15.13.
		Agency
      for Perfection	73
			
      15.14.
		Payments by Agent to the
      Lenders	74






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		     	15.15.
	     	Concerning the Collateral and Related Loan
      Documents	74
			
      15.16.
		Financial Examination Reports; Confidentiality;
      Disclaimers by	
					Lenders; Other Reports and
Information	74
			15.17.		Several
      Obligations; No Liability	75
	16.		WITHHOLDING TAXES	75
			
      16.1.
		Payments	75
			16.2.
		Exemptions	76
			
      16.3.
		Reductions	77
			16.4.
		Refunds	78
	17.		GENERAL PROVISIONS	78
			17.1.
		Effectiveness	78
			
      17.2.
		Section
      Headings	78
			17.3.
		Interpretation	79
			
      17.4.
		Severability of Provisions	79
			17.5.
		Bank Product Providers	79
			
      17.6.
		Debtor-Creditor Relationship	80
			17.7.
		Counterparts; Electronic Execution	80
			
      17.8.
		Revival
      and Reinstatement of Obligations; Certain Waivers	80
			17.9.
		Confidentiality	81
			
      17.10.
		Survival	82
			17.11.
		Patriot Act	82
			
      17.12.
		Integration	82
			17.13.
		Senior Indebtedness	82





-iv-














 


EXHIBITS AND SCHEDULES


Exhibit A-1Form of Assignment and Acceptance


Exhibit B-1Form of Borrowing Base Certificate


Exhibit C-1Form of Compliance Certificate


Exhibit L-1Form of LIBOR Notice


 


Schedule A-1Agent's Account


Schedule A-2Authorized Persons


Schedule C-1Revolver Commitments


Schedule D-1Designated Account


Schedule E-2Existing Letters of Credit


Schedule P-1Permitted Investments


Schedule P-2Permitted Liens


Schedule 3.1Conditions Precedent


Schedule 3.6Conditions Subsequent


Schedule 4.1(b)Capitalization of Borrower


Schedule 4.1(c)Capitalization of Borrower's Subsidiaries


Schedule 4.6Litigation


Schedule 4.11Environmental Matters


Schedule 4.14Permitted Indebtedness


Schedule 4.15Taxes


Schedule 4.24Location of Inventory


Schedule 5.1Financial Statements, Reports, Certificates


Schedule 5.2Collateral Reporting


Schedule 6.5Nature of Business


 


 





-v-








CREDIT AGREEMENT


 


THIS CREDIT AGREEMENT
(this "Agreement"), is entered into as of March 29, 2012, by and among the lenders identified on the signature
pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender",
as that term is hereinafter further defined), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as
administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, "Agent"),
and QUANTUM CORPORATION, a Delaware corporation ("Borrower").


The parties agree
as follows:


		1.	DEFINITIONS AND CONSTRUCTION.



1.1. Definitions.
Capitalized terms used in this Agreement shall have the meanings specified therefor on Schedule 1.1.


1.2. Accounting
Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided,
that if Borrower notifies Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of
any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or
if Agent notifies Borrower 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 Accounting Change or in the application thereof, then
Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are
directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower
after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement
and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement
shall be calculated as if no such Accounting Change had occurred. When used herein, the term "financial statements"
shall include the notes and schedules thereto. Whenever the term "Borrower" is used in respect of a financial
covenant or a related definition, it shall be understood to mean Borrower and its Subsidiaries on a consolidated basis,
unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial
covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial
Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities
or Indebtedness at the fair value thereof, and (b) the term "unqualified opinion" as used herein to refer
to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified (other
than qualifications pertaining solely to changes in GAAP to the extent any such change has no effect on the calculation of,
or compliance with, any financial covenant contained herein or the determination of the Borrowing Base), and (ii) does
not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person
to continue as a going concern or concerning the scope of the audit.





-1-







1.3. Code.
Any terms used in this Agreement that are defined in the Code shall be construed and defined as set forth in the Code unless
otherwise defined herein; provided, that to the extent that the Code is used to define any term herein and such term is
defined differently in different Articles of the Code, the definition of such term contained in Article 9 of the Code shall
govern.


1.4. Construction.
Unless the context of this Agreement or any other Loan Document clearly requires otherwise, references to the plural include
the singular, references to the singular include the plural, the terms "includes" and "including" are not
limiting, and the term "or" has, except where otherwise indicated, the inclusive meaning represented by the phrase
"and/or." The words "hereof," "herein," "hereby," "hereunder," and similar
terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be,
as a whole and not to any particular provision of this Agreement or such other Loan Document, as the case may be. Section,
subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any reference
in this Agreement or in any other Loan Document to any agreement, instrument, or document shall include all alterations,
amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and
thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications,
renewals, replacements, substitutions, joinders, and supplements set forth herein). 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. Any reference herein or in any other Loan Document to the satisfaction, repayment, or
payment in full of the Obligations shall mean (a) the payment or repayment in full in immediately available funds of
(i) the principal amount of, and interest accrued and unpaid with respect to, all outstanding Loans, together with the
payment of any premium applicable to the repayment of the Loans, (ii) all Lender Group Expenses that have accrued and
are unpaid regardless of whether demand has been made therefor, (iii) all fees or charges that have accrued hereunder or
under any other Loan Document (including the Letter of Credit Fee and the Unused Line Fee) and are unpaid, (b) in the
case of contingent reimbursement obligations with respect to Letters of Credit, providing Letter of Credit Collateralization,
(c) in the case of obligations with respect to Bank Products (other than Hedge Obligations), providing Bank Product
Collateralization, (d) the receipt by Agent of cash collateral in order to secure any other contingent Obligations for
which a claim or demand for payment has been made on or prior to such time or in respect of matters or circumstances known to
Agent or a Lender at such time that are reasonably expected to result in any loss, cost, damage, or expense (including
attorneys' fees and legal expenses), such cash collateral to be in such amount as Agent reasonably determines is appropriate
to secure such contingent Obligations, (e) the payment or repayment in full in immediately available funds of all other
outstanding Obligations (including the payment of any termination amount then applicable (or which would or could become
applicable as a result of the repayment of the other Obligations) under Hedge Agreements provided by Hedge Providers) other
than (i) unasserted contingent indemnification Obligations, (ii) any Bank Product Obligations (other than Hedge
Obligations) that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding without being
required to be repaid or cash collateralized, and (iii) any Hedge Obligations that, at such time, are allowed by the
applicable Hedge Provider to remain outstanding without being required to be repaid, and (f) the termination of all of
the Revolver Commitments of the Lenders. Any reference herein to any Person shall be construed to include such Person's
successors and assigns. Any requirement of a writing contained herein or in any other Loan Document shall be satisfied by the
transmission of a Record.



-2-








1.5. Time
References. Unless the context of this Agreement or any other Loan Document clearly requires otherwise, all
references to time of day refer to Pacific standard time or Pacific daylight saving time, as in effect in Los Angeles,
California on such day. For purposes of the computation of a period of time from a specified date to a later specified date,
the word "from" means "from and including" and the words "to" and "until" each means
"to and including"; provided that, with respect to a computation of fees or interest payable to Agent or any
Lender, such period shall in any event consist of at least one full day.


1.6. Schedules
and Exhibits. All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference.


		2.	LOANS AND TERMS OF PAYMENT.



2.1. Revolving
Loans.


(a)               
Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees
(severally, not jointly or jointly and severally) to make revolving loans ("Revolving Loans") to Borrower in an
amount at any one time outstanding not to exceed the lesser of:


(i)                 
such Lender's Revolver Commitment, and


(ii)               
such Lender's Pro Rata Share of an amount equal to the lesser of:


(A)             
the amount equal to (1) the Maximum Revolver Amount less (2) the sum of (x) the Letter of Credit Usage at such time, plus
(y) the principal amount of Swing Loans outstanding at such time, and


(B)             
the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered
by Borrower to Agent) less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount
of Swing Loans outstanding at such time.


(b)              
Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement,
reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with
interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the Maturity Date or, if earlier,
on the date on which they are declared due and payable pursuant to the terms of this Agreement.


(c)               
Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation),
in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank
Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve,
Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent shall have a reasonable relationship to the event,
condition, other circumstance, or fact that is the basis for such reserve and shall not be duplicative of any other reserve established
and currently maintained. Upon establishment or increase in reserves, Agent agrees to make itself available to discuss the reserve
or increase, and Borrower may take such action as may be required so that the event, condition, circumstance, or fact that is the
basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise
of its Permitted Discretion. In no event shall such opportunity limit the right of Agent to establish or change such Receivable
Reserve, Inventory Reserve, Bank Product Reserve, or other Reserves, unless Agent shall have determined, in its Permitted Discretion,
that the event, condition, other circumstance, or fact that was the basis for such Receivable Reserve, Inventory Reserve, Bank
Product Reserve, or other Reserves or such change no longer exists or has otherwise been adequately addressed by Borrower.





-3-








2.2. [Intentionally
Omitted].


2.3. Borrowing
Procedures and Settlements.


(a)               
Procedure for Borrowing Revolving Loans. Each Borrowing shall be made by a written request by an Authorized Person
delivered to Agent and received by Agent no later than 11:00 a.m. (i) on the Business Day that is the requested Funding Date
in the case of a request for a Swing Loan, and (ii) on the Business Day that is 1 Business Day prior to the requested Funding
Date in the case of all other requests, specifying (A) the amount of such Borrowing, and (B) the requested Funding Date
(which shall be a Business Day); provided, that Agent may, in its sole discretion, elect to accept as timely requests that
are received later than 11:00 a.m. on the applicable Business Day. At Agent's election, in lieu of delivering the above-described
written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances,
Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice,
but the failure to provide such written confirmation shall not affect the validity of the request.


(b)              
Making of Swing Loans. In the case of a request for a Revolving Loan and so long as either (i) the aggregate
amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the
last Settlement Date, plus the amount of the requested Swing Loan does not exceed $7,500,000, or (ii) Swing Lender, in its
sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan
(any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a "Swing Loan"
and all such Revolving Loans being referred to as "Swing Loans") available to Borrower on the Funding Date applicable
thereto by transferring immediately available funds in the amount of such requested Borrowing to the Designated Account. Each Swing
Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section
3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to
Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and
shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable
conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing,
or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required
to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date
applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent's Liens, constitute Revolving Loans
and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.




-4-








(c)               
Making of Revolving Loans.


(i)                 
In the event that Swing Lender is not obligated to make a Swing Loan, then after receipt of a request for a Borrowing pursuant
to Section 2.3(a), Agent shall notify the Lenders by telecopy, telephone, email, or other electronic form of transmission,
of the requested Borrowing; such notification to be sent on the Business Day that is 1 Business Day prior to the requested Funding
Date. If Agent has notified the Lenders of a requested Borrowing on the Business Day that is 1 Business Day prior to the Funding
Date, then each Lender shall make the amount of such Lender's Pro Rata Share of the requested Borrowing available to Agent in immediately
available funds, to Agent's Account, not later than 10:00 a.m. on the Business Day that is the requested Funding Date. After Agent's
receipt of the proceeds of such Revolving Loans from the Lenders, Agent shall make the proceeds thereof available to Borrower on
the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to the Designated
Account; provided, that, subject to the provisions of Section 2.3(d)(ii), no Lender shall have an obligation to make any
Revolving Loan, if (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied
on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing
would exceed the Availability on such Funding Date.


(ii)               
Unless Agent receives notice from a Lender prior to 9:30 a.m. on the Business Day that is the requested Funding Date relative
to a requested Borrowing as to which Agent has notified the Lenders of a requested Borrowing that such Lender will not make available
as and when required hereunder to Agent for the account of Borrower the amount of that Lender's Pro Rata Share of the Borrowing,
Agent may assume that each Lender has made or will make such amount available to Agent in immediately available funds on the Funding
Date and Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrower a corresponding
amount. If, on the requested Funding Date, any Lender shall not have remitted the full amount that it is required to make available
to Agent in immediately available funds and if Agent has made available to Borrower such amount on the requested Funding Date,
then such Lender shall make the amount of such Lender's Pro Rata Share of the requested Borrowing available to Agent in immediately
available funds, to Agent's Account, no later than 10:00 a.m. on the Business Day that is the first Business Day after the requested
Funding Date (in which case, the interest accrued on such Lender's portion of such Borrowing for the Funding Date shall be for
Agent's separate account). If any Lender shall not remit the full amount that it is required to make available to Agent in immediately
available funds as and when required hereby and if Agent has made available to Borrower such amount, then that Lender shall be
obligated to immediately remit such amount to Agent, together with interest at the Defaulting Lender Rate for each day until the
date on which such amount is so remitted. A notice submitted by Agent to any Lender with respect to amounts owing under this Section
2.3(c)(ii) shall be conclusive, absent manifest error. If the amount that a Lender is required to remit is made available to
Agent, then such payment to Agent shall constitute such Lender's Revolving Loan for all purposes of this Agreement. If such amount
is not made available to Agent on the Business Day following the Funding Date, Agent will notify Borrower of such failure to fund
and, upon demand by Agent, Borrower shall pay such amount to Agent for Agent's account, together with interest thereon for each
day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Revolving
Loans composing such Borrowing.




-5-








(d)              
Protective Advances and Optional Overadvances.


(i)                 
Any contrary provision of this Agreement or any other Loan Document notwithstanding, at any time (A) after the occurrence
and during the continuance of a Default or an Event of Default, or (B) that any of the other applicable conditions precedent
set forth in Section 3 are not satisfied, Agent hereby is authorized by Borrower and the Lenders, from time to time, in
Agent's sole discretion, to make Revolving Loans to, or for the benefit of, Borrower, on behalf of the Revolving Lenders, that
Agent, in its Permitted Discretion, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion
thereof, or (2) to enhance the likelihood of repayment of the Obligations (other than the Bank Product Obligations) (the Revolving
Loans described in this Section 2.3(d)(i) shall be referred to as "Protective Advances").


(ii)               
Any contrary provision of this Agreement or any other Loan Document notwithstanding, the Lenders hereby authorize Agent
or Swing Lender, as applicable, and either Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally,
continue to make Revolving Loans (including Swing Loans) to Borrower notwithstanding that an Overadvance exists or would be created
thereby, so long as (A) after giving effect to such Revolving Loans, the outstanding Revolver Usage does not, without the
consent of Required Lenders, exceed the Borrowing Base (based upon the most recent Borrowing Base Certificate delivered by Borrower
to Agent) by more than $7,500,000, and (B) after giving effect to such Revolving Loans, the outstanding Revolver Usage (except
for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not, without the consent
of Required Lenders, exceed the Maximum Revolver Amount. In the event Agent obtains actual knowledge that the Revolver Usage exceeds
the amounts permitted by the immediately foregoing provisions, regardless of the amount of, or reason for, such excess, Agent shall
notify the Lenders as soon as practicable (and prior to making any (or any additional) intentional Overadvances (except for and
excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior
notice would result in imminent harm to the Collateral or its value, in which case Agent may make such Overadvances and provide
notice as promptly as practicable thereafter), and the Lenders with Revolver Commitments thereupon shall, together with Agent,
jointly determine the terms of arrangements that shall be implemented with Borrower intended to reduce, within a reasonable time,
the outstanding principal amount of the Revolving Loans to Borrower to an amount permitted by the preceding sentence. In such circumstances,
if any Lender with a Revolver Commitment objects to the proposed terms of reduction or repayment of any Overadvance, the terms
of reduction or repayment thereof shall be implemented according to the determination of the Required Lenders. The foregoing provisions
are meant for the benefit of the Lenders and Agent (it being understood that Required Lenders may, without the consent of Borrower,
waive any of the restrictions or limitations in respect of Overadvances set forth in this clause (ii)) and are not meant for the
benefit of Borrower, which shall continue to be bound by the provisions of Section 2.4(e). Each Lender with a Revolver Commitment
shall be obligated to settle with Agent as provided in Section 2.3(e) (or Section 2.3(g), as applicable) for the
amount of such Lender's Pro Rata Share of any unintentional Overadvances by Agent reported to such Lender, any intentional Overadvances
made as permitted under this Section 2.3(d)(ii), and any Overadvances resulting from the charging to the Loan Account of
interest, fees, or Lender Group Expenses.




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(iii)              
Each Protective Advance and each Overadvance (each, an "Extraordinary Advance") shall be deemed to be a
Revolving Loan hereunder, except that no Extraordinary Advance shall be eligible to be a LIBOR Rate Loan and, prior to Settlement
therefor, all payments on the Extraordinary Advances shall be payable to Agent solely for its own account. The Extraordinary Advances
shall be repayable on demand, secured by Agent's Liens, constitute Obligations hereunder, and bear interest at the rate applicable
from time to time to Revolving Loans that are Base Rate Loans. The provisions of this Section 2.3(d) are for the exclusive
benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Borrower (or any other Loan Party) in any way.



(iv)             
Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary: (A) without the consent
of Required Lenders, no Extraordinary Advance may be made by Agent if such Extraordinary Advance would cause the aggregate principal
amount of Extraordinary Advances outstanding to exceed an amount equal to 10% of the Maximum Revolver Amount; and (B) to the
extent that the making of any Extraordinary Advance causes the aggregate Revolver Usage to exceed the Maximum Revolver Amount,
such portion of such Extraordinary Advance shall be for Agent's sole and separate account and not for the account of any Lender
and shall be entitled to priority in repayment in accordance with Section 2.4(b).


(e)               
Settlement. It is agreed that each Lender's funded portion of the Revolving Loans is intended by the Lenders to equal,
at all times, such Lender's Pro Rata Share of the outstanding Revolving Loans. Such agreement notwithstanding, Agent, Swing Lender,
and the other Lenders agree (which agreement shall not be for the benefit of Borrower) that in order to facilitate the administration
of this Agreement and the other Loan Documents, settlement among the Lenders as to the Revolving Loans, the Swing Loans, and the
Extraordinary Advances shall take place on a periodic basis in accordance with the following provisions:


(i)                 
Agent shall request settlement ("Settlement") with the Lenders on a weekly basis, or on a more frequent
basis if so determined by Agent in its sole discretion (1) on behalf of Swing Lender, with respect to the outstanding Swing
Loans, (2) for itself, with respect to the outstanding Extraordinary Advances, and (3) with respect to Borrower's or
its Subsidiaries' payments or other amounts received, as to each by notifying the Lenders by telecopy, telephone, or other similar
form of transmission, of such requested Settlement, no later than 2:00 p.m. on the Business Day immediately prior to the date of
such requested Settlement (the date of such requested Settlement being the "Settlement Date"). Such notice of
a Settlement Date shall include a summary statement of the amount of outstanding Revolving Loans, Swing Loans, and Extraordinary
Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section
2.3(g)): (y) if the amount of the Revolving Loans (including Swing Loans, and Extraordinary Advances) made by a Lender
that is not a Defaulting Lender exceeds such Lender's Pro Rata Share of the Revolving Loans (including Swing Loans, and Extraordinary
Advances) as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. on the Settlement Date, transfer in immediately
available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall,
upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Loans (including Swing Loans,
and Extraordinary Advances), and (z) if the amount of the Revolving Loans (including Swing Loans, and Extraordinary Advances)
made by a Lender is less than such Lender's Pro Rata Share of the Revolving Loans (including Swing Loans, and Extraordinary Advances)
as of a Settlement Date, such Lender shall no later than 12:00 p.m. on the Settlement Date transfer in immediately available funds
to Agent's Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its
Pro Rata Share of the Revolving Loans (including Swing Loans and Extraordinary Advances). Such amounts made available to Agent
under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loans or Extraordinary
Advances and, together with the portion of such Swing Loans or Extraordinary Advances representing Swing Lender's Pro Rata Share
thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to Agent by any Lender on the
Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled to recover for its account
such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate.




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(ii)               
In determining whether a Lender's balance of the Revolving Loans, Swing Loans, and Extraordinary Advances is less than,
equal to, or greater than such Lender's Pro Rata Share of the Revolving Loans, Swing Loans, and Extraordinary Advances as of a
Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received
in good funds by Agent with respect to principal, interest, fees payable by Borrower and allocable to the Lenders hereunder, and
proceeds of Collateral.


(iii)              
Between Settlement Dates, Agent, to the extent Extraordinary Advances or Swing Loans are outstanding, may pay over to Agent
or Swing Lender, as applicable, any payments or other amounts received by Agent, that in accordance with the terms of this Agreement
would be applied to the reduction of the Revolving Loans, for application to the Extraordinary Advances or Swing Loans. Between
Settlement Dates, Agent, to the extent no Extraordinary Advances or Swing Loans are outstanding, may pay over to Swing Lender any
payments or other amounts received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction
of the Revolving Loans, for application to Swing Lender's Pro Rata Share of the Revolving Loans. If, as of any Settlement Date,
payments or other amounts of Borrower or its Subsidiaries received since the then immediately preceding Settlement Date have been
applied to Swing Lender's Pro Rata Share of the Revolving Loans other than to Swing Loans, as provided for in the previous sentence,
Swing Lender shall pay to Agent for the accounts of the Lenders, and Agent shall pay to the Lenders (other than a Defaulting Lender
if Agent has implemented the provisions of Section 2.3(g)), to be applied to the outstanding Revolving Loans of such Lenders,
an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of
the Revolving Loans. During the period between Settlement Dates, Swing Lender with respect to Swing Loans, Agent with respect to
Extraordinary Advances, and each Lender with respect to the Revolving Loans other than Swing Loans and Extraordinary Advances,
shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed
by Swing Lender, Agent, or the Lenders, as applicable.




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(iv)             
Anything in this Section 2.3(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender,
Agent shall be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to
elect to implement the provisions set forth in Section 2.3(g).


(f)                
Notation. Agent, as a non-fiduciary agent for Borrower, shall maintain a register showing the principal amount of
the Revolving Loans, owing to each Lender, including the Swing Loans owing to Swing Lender, and Extraordinary Advances owing to
Agent, and the interests therein of each Lender, from time to time and such register shall, absent manifest error, conclusively
be presumed to be correct and accurate.


(g)               
Defaulting Lenders.


(i)                 
Notwithstanding the provisions of Section 2.4(b)(ii), Agent shall not be obligated to transfer to a Defaulting Lender
any payments made by Borrower to Agent for the Defaulting Lender's benefit or any proceeds of Collateral that would otherwise be
remitted hereunder to the Defaulting Lender, and, in the absence of such transfer to the Defaulting Lender, Agent shall transfer
any such payments (A) first, to Swing Lender to the extent of any Swing Loans that were made by Swing Lender and that were
required to be, but were not, paid by the Defaulting Lender, (B) second, to Issuing Lender, to the extent of the portion of
a Letter of Credit Disbursement that was required to be, but was not, paid by the Defaulting Lender, (C) third, to each Non-Defaulting
Lender ratably in accordance with its Revolver Commitment (but, in each case, only to the extent that such Defaulting Lender's
portion of a Revolving Loan (or other funding obligation) was funded by such other Non-Defaulting Lender), (D) to a suspense
account maintained by Agent, the proceeds of which shall be retained by Agent and may be made available to be re-advanced to or
for the benefit of Borrower (upon the request of Borrower and subject to the conditions set forth in Section 3.2) as if
such Defaulting Lender had made its portion of Revolving Loans (or other funding obligations) hereunder, and (E) from and
after the date on which all other Obligations have been paid in full, to such Defaulting Lender in accordance with tier (L) of
Section 2.4(b)(ii). Subject to the foregoing, Agent may hold and, in its discretion, re-lend to Borrower for the account
of such Defaulting Lender the amount of all such payments received and retained by Agent for the account of such Defaulting Lender.
Solely for the purposes of voting or consenting to matters with respect to the Loan Documents (including the calculation of Pro
Rata Share in connection therewith) and for the purpose of calculating the fee payable under Section 2.10(b), such Defaulting
Lender shall be deemed not to be a "Lender" and such Lender's Revolver Commitment shall be deemed to be zero; provided,
that the foregoing shall not apply to any of the matters governed by Section 14.1(a)(i) through (iii). The provisions
of this Section 2.3(g) shall remain effective with respect to such Defaulting Lender until the earlier of (y) the date on
which all of the Non-Defaulting Lenders, Agent, Issuing Lender, and Borrower shall have waived, in writing, the application of
this Section 2.3(g) to such Defaulting Lender, or (z) the date on which such Defaulting Lender makes payment of all
amounts that it was obligated to fund hereunder, pays to Agent all amounts owing by Defaulting Lender in respect of the amounts
that it was obligated to fund hereunder, and, if requested by Agent, provides adequate assurance of its ability to perform its
future obligations hereunder (on which earlier date, so long as no Event of Default has occurred and is continuing, any remaining
cash collateral held by Agent pursuant to Section 2.3(g)(ii) shall be released to Borrower). The operation of this Section
2.3(g) shall not be construed to increase or otherwise affect the Revolver Commitment of any Lender, to relieve or excuse the
performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the
performance by Borrower of its duties and obligations hereunder to Agent, Issuing Lender, or to the Lenders other than such Defaulting
Lender. Any failure by a Defaulting Lender to fund amounts that it was obligated to fund hereunder shall constitute a material
breach by such Defaulting Lender of this Agreement and shall entitle Borrower, at its option, upon written notice to Agent, to
arrange for a substitute Lender to assume the Revolver Commitment of such Defaulting Lender, such substitute Lender to be reasonably
acceptable to Agent. In connection with the arrangement of such a substitute Lender, the Defaulting Lender shall have no right
to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance in favor of
the substitute Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject
only to being paid its share of the outstanding Obligations (other than Bank Product Obligations, but including (1) all interest,
fees, and other amounts that may be due and payable in respect thereof, and (2) an assumption of its Pro Rata Share of its
participation in the Letters of Credit); provided, that any such assumption of the Revolver Commitment of such Defaulting Lender
shall not be deemed to constitute a waiver of any of the Lender Groups' or Borrower's rights or remedies against any such Defaulting
Lender arising out of or in relation to such failure to fund. In the event of a direct conflict between the priority provisions
of this Section 2.3(g) and any other provision contained in this Agreement or any other Loan Document, it is the intention
of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with
each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions
of this Section 2.3(g) shall control and govern.




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(ii)               
If any Swing Loan or Letter of Credit is outstanding at the time that a Lender becomes a Defaulting Lender then:


(A)             
such Defaulting Lender's Swing Loan Exposure and Letter of Credit Exposure shall be reallocated among the Non-Defaulting
Lenders in accordance with their respective Pro Rata Shares but only to the extent (x) the sum of all Non-Defaulting Lenders'
Revolving Loan Exposures plus such Defaulting Lender's Swing Loan Exposure and Letter of Credit Exposure does not exceed the total
of all Non-Defaulting Lenders' Revolver Commitments and (y) the conditions set forth in Section 3.2 are satisfied at
such time;


(B)             
if the reallocation described in clause (A) above cannot, or can only partially, be effected, Borrower shall within one
Business Day following notice by Agent (x) first, prepay such Defaulting Lender's Swing Loan Exposure (after giving effect
to any partial reallocation pursuant to clause (A) above) and (y) second, cash collateralize such Defaulting Lender's Letter
of Credit Exposure (after giving effect to any partial reallocation pursuant to clause (A) above), pursuant to a cash collateral
agreement to be entered into in form and substance reasonably satisfactory to Agent, for so long as such Letter of Credit Exposure
is outstanding; provided, that Borrower shall not be obligated to cash collateralize any Defaulting Lender's Letter of Credit Exposure
if such Defaulting Lender is also the Issuing Lender;





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(C)             
if Borrower cash collateralizes any portion of such Defaulting Lender's Letter of Credit Exposure pursuant to this Section
2.3(g)(ii), Borrower shall not be required to pay any Letter of Credit Fees to Agent for the account of such Defaulting Lender
pursuant to Section 2.6(b) with respect to such cash collateralized portion of such Defaulting Lender's Letter of Credit
Exposure during the period such Letter of Credit Exposure is cash collateralized;



(D)             
to the extent the Letter of Credit Exposure of the Non-Defaulting Lenders is reallocated pursuant to this Section 2.3(g)(ii),
then the Letter of Credit Fees payable to the Non-Defaulting Lenders pursuant to Section 2.6(b) shall be adjusted in accordance
with such Non-Defaulting Lenders' Letter of Credit Exposure;


(E)              
to the extent any Defaulting Lender's Letter of Credit Exposure is neither cash collateralized nor reallocated pursuant
to this Section 2.3(g)(ii), then, without prejudice to any rights or remedies of the Issuing Lender or any Lender hereunder,
all Letter of Credit Fees that would have otherwise been payable to such Defaulting Lender under Section 2.6(b) with respect
to such portion of such Letter of Credit Exposure shall instead be payable to the Issuing Lender until such portion of such Defaulting
Lender's Letter of Credit Exposure is cash collateralized or reallocated;


(F)              
so long as any Lender is a Defaulting Lender, the Swing Lender shall not be required to make any Swing Loan and the Issuing
Lender shall not be required to issue, amend, or increase any Letter of Credit, in each case, to the extent (x) the Defaulting
Lender's Pro Rata Share of such Swing Loans or Letter of Credit cannot be reallocated pursuant to this Section 2.3(g)(ii)
or (y) the Swing Lender or Issuing Lender, as applicable, has not otherwise entered into arrangements reasonably satisfactory
to the Swing Lender or Issuing Lender, as applicable, and Borrower to eliminate the Swing Lender's or Issuing Lender's risk with
respect to the Defaulting Lender's participation in Swing Loans or Letters of Credit; and


(G)             
Agent may release any cash collateral provided by Borrower pursuant to this Section 2.3(g)(ii) to the Issuing Lender
and the Issuing Lender may apply any such cash collateral to the payment of such Defaulting Lender's Pro Rata Share of any Letter
of Credit Disbursement that is not reimbursed by Borrower pursuant to Section 2.11(a).


(h)               
Independent Obligations. All Revolving Loans (other than Swing Loans and Extraordinary Advances) shall be made by
the Lenders contemporaneously and in accordance with their Pro Rata Shares. It is understood that (i) no Lender shall be responsible
for any failure by any other Lender to perform its obligation to make any Revolving Loan (or other extension of credit) hereunder,
nor shall any Revolver Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform
its obligations hereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other Lender
from its obligations hereunder.




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2.4. Payments; Reductions of Revolver Commitments; Prepayments.


(a)               
Payments by Borrower.


(i)                 
Except as otherwise expressly provided herein, all payments by Borrower shall be made to Agent's Account for the account
of the Lender Group and shall be made in immediately available funds, no later than 1:30 p.m. on the date specified herein. Any
payment received by Agent later than 1:30 p.m. shall be deemed to have been received (unless Agent, in its sole discretion, elects
to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until
such following Business Day.


(ii)               
Unless Agent receives notice from Borrower prior to the date on which any payment is due to the Lenders that Borrower will
not make such payment in full as and when required, Agent may assume that Borrower has made (or will make) such payment in full
to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption,
distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrower does
not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed
to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed
to such Lender until the date repaid.


(b)              
Apportionment and Application.


(i)                 
So long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting
Lenders, all principal and interest payments received by Agent shall be apportioned ratably among the Lenders (according to the
unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses
received by Agent (other than fees or expenses that are for Agent's separate account or for the separate account of Issuing Lender)
shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Revolver Commitment or Obligation to which
a particular fee or expense relates. Subject to Section 2.4(b)(iv) and Section 2.4(e), all payments to be made hereunder
by Borrower shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent, shall be applied,
so long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting
Lenders, to reduce the balance of the Revolving Loans outstanding and, thereafter, to Borrower (to be wired to the Designated Account)
or such other Person entitled thereto under applicable law.



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(ii)               
At any time that an Application Event has occurred and is continuing and except as otherwise provided herein with respect
to Defaulting Lenders, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows:


(A)             
first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Agent
under the Loan Documents, until paid in full,


(B)             
second, to pay any fees or premiums then due to Agent under the Loan Documents until paid in full,


(C)             
third, to pay interest due in respect of all Protective Advances until paid in full,


(D)             
fourth, to pay the principal of all Protective Advances until paid in full,


(E)              
fifth, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due
to any of the Lenders under the Loan Documents, until paid in full,


(F)              
sixth, ratably, to pay any fees or premiums then due to any of the Lenders under the Loan Documents until paid in
full,


(G)             
seventh, to pay interest accrued in respect of the Swing Loans until paid in full,


(H)             
eighth, to pay the principal of all Swing Loans until paid in full,


(I)                
ninth, ratably, to pay interest accrued in respect of the Revolving Loans (other than Protective Advances) until
paid in full,


(J)               
tenth, ratably


i.                    
to pay the principal of all Revolving Loans until paid in full,


ii.                   
to Agent, to be held by Agent, for the benefit of Issuing Lender (and for the ratable benefit of each of the Lenders that
have an obligation to pay to Agent, for the account of Issuing Lender, a share of each Letter of Credit Disbursement), as cash
collateral in an amount up to 103% of the Letter of Credit Usage (to the extent permitted by applicable law, such cash collateral
shall be applied to the reimbursement of any Letter of Credit Disbursement as and when such disbursement occurs and, if a Letter
of Credit expires undrawn, the cash collateral held by Agent in respect of such Letter of Credit shall, to the extent permitted
by applicable law, be reapplied pursuant to this Section 2.4(b)(ii), beginning with tier (A) hereof),


iii.                 
ratably, up to the amount (after taking into account any amounts previously paid pursuant to this clause iii. during the
continuation of the applicable Application Event) of the most recently established Bank Product Reserve to (y) the Bank Product
Providers based upon amounts then certified by the applicable Bank Product Provider to Agent (in form and substance satisfactory
to Agent) to be due and payable to such Bank Product Providers on account of Bank Product Obligations, and (z) with any balance
to be paid to Agent, to be held by Agent, for the ratable benefit of the Bank Product Providers, as cash collateral (which cash
collateral may be released by Agent to the applicable Bank Product Provider and applied by such Bank Product Provider to the payment
or reimbursement of any amounts due and payable with respect to Bank Product Obligations owed to the applicable Bank Product Provider
as and when such amounts first become due and payable and, if and at such time as all such Bank Product Obligations are paid or
otherwise satisfied in full, the cash collateral held by Agent in respect of such Bank Product Obligations shall be reapplied pursuant
to this Section 2.4(b)(ii), beginning with tier (A) hereof,


(K)            
eleventh, to pay any other Obligations other than Obligations owed to Defaulting Lenders,




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(L)              
twelfth, ratably to pay any Obligations owed to Defaulting Lenders; and


(M)           
thirteenth, to Borrower (to be wired to the Designated Account) or such other Person entitled thereto under applicable
law.


(iii)              
Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in
writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in Section 2.3(e).


(iv)             
In each instance, so long as no Application Event has occurred and is continuing, Section 2.4(b)(i) shall not apply
to any payment made by Borrower to Agent and specified by Borrower to be for the payment of specific Obligations then due and payable
(or prepayable) under any provision of this Agreement or any other Loan Document.


(v)               
For purposes of Section 2.4(b)(ii), "paid in full" of a type of Obligation means payment in cash or immediately
available funds of all amounts owing on account of such type of Obligation, including interest accrued after the commencement of
any Insolvency Proceeding, default interest, interest on interest, and expense reimbursements, irrespective of whether any of the
foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding.


(vi)             
In the event of a direct conflict between the priority provisions of this Section 2.4 and any other provision contained
in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and
construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict
that cannot be resolved as aforesaid, if the conflict relates to the provisions of Section 2.3(g) and this Section 2.4,
then the provisions of Section 2.3(g) shall control and govern, and if otherwise, then the terms and provisions of this
Section 2.4 shall control and govern.


(c)               
Reduction of Revolver Commitments. The Revolver Commitments shall terminate on the Maturity Date. Borrower may reduce
the Revolver Commitments, without premium or penalty, to an amount (which may be zero) not less than the sum of (A) the Revolver
Usage as of such date, plus (B) the principal amount of all Revolving Loans not yet made as to which a request has been given
by Borrower under Section 2.3(a), plus (C) the amount of all Letters of Credit not yet issued as to which a request
has been given by Borrower pursuant to Section 2.11(a). Each such reduction shall be in an amount which is not less than
$5,000,000 (unless the Revolver Commitments are being reduced to zero and the amount of the Revolver Commitments in effect immediately
prior to such reduction are less than $5,000,000), shall be made by providing not less than 5 Business Days prior written notice
to Agent, and shall be irrevocable; provided that a notice of termination of Revolver Commitments delivered by Borrower
in connection with the payment in full of the Obligations may state that such notice is conditioned upon the effectiveness of another
credit facility or the closing of another transaction, in which case such notice may be revoked by Borrower (by notice to Agent
on or prior to the specified prepayment date) if such condition is not satisfied. Once reduced, the Revolver Commitments may not
be increased. Each such reduction of the Revolver Commitments shall reduce the Revolver Commitments of each Lender proportionately
in accordance with its ratable share thereof.



-14-








(d)              
Optional Prepayments. Borrower may prepay the principal of any Revolving Loan at any time in whole or in part, without
premium or penalty.


(e)               
Mandatory Prepayments.


(i)                 
Borrowing Base. If, at any time, (i) the Revolver Usage on such date exceeds (ii) the Borrowing Base reflected
in the Borrowing Base Certificate most recently delivered by Borrower to Agent, then Borrower shall promptly, but in any event,
within 1 Business Day, prepay the Obligations in accordance with Section 2.4(f) in an aggregate amount equal to the amount
of such excess.


(ii)               
Dispositions. Within 1 Business Day of the date of receipt by Borrower or any other Loan Party of the Net Cash Proceeds
of any voluntary or involuntary sale or disposition by Borrower or any other Loan Party which qualifies as a Permitted Disposition
under clause (q) of the definition of Permitted Dispositions, Borrower shall prepay the outstanding principal amount of the Obligations
in accordance with Section 2.4(f) in an amount equal to 100% of such Net Cash Proceeds received by such Person in connection
with such sale or disposition; provided that, so long as (A) no Default or Event of Default shall have occurred and
is continuing or would result therefrom, (B) Borrower shall have given Agent prior written notice of Borrower's intention
to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or
the cost of purchase or construction of other assets useful in the business of Borrower or the other Loan Parties, (C) the
monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Borrower or
the other Loan Parties, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt
of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies
to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable
period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts
remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section
2.4(f); provided further, that no payment shall be required under this Section 2.4(e)(ii) unless the aggregate
Net Cash Proceeds required to be paid, after giving effect to the previous proviso of this Section 2.4(e)(ii) equal or exceed
$6,000,000 in any fiscal year. Nothing contained in this Section 2.4(e)(ii) shall permit Borrower or any of its Subsidiaries
to sell or otherwise dispose of any assets other than in accordance with Section 6.4.




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(f)                
Application of Payments. Each prepayment pursuant to Section 2.4(e) shall, (A) so long as no Application
Event shall have occurred and be continuing, be applied, first, to the outstanding principal amount of the Revolving Loans until
paid in full, and second, to cash collateralize the Letters of Credit in an amount equal to 103% of the then outstanding Letter
of Credit Usage, and (B) if an Application Event shall have occurred and be continuing, be applied in the manner set forth
in Section 2.4(b)(ii).


2.5. Promise
to Pay. Borrower agrees to pay the Lender Group Expenses on the earlier of (a) the first day of the month following
the date on which the applicable Lender Group Expenses were first incurred or (b) the date on which demand therefor is made
by Agent (it being acknowledged and agreed that any charging of such costs, expenses or Lender Group Expenses to the Loan Account
pursuant to the provisions of Section 2.6(d) shall be deemed to constitute a demand for payment thereof for the purposes
of this subclause (b)). Borrower promises to pay all of the Revolving Loans and all of the other Obligations (including principal,
interest, premiums, if any, fees, costs, and expenses (including Lender Group Expenses)) in full on the Maturity Date or, if earlier,
on the date on which the Obligations (other than the Bank Product Obligations) become due and payable pursuant to the terms of
this Agreement. Borrower agrees that its obligations contained in the first sentence of this Section 2.5 shall survive
payment or satisfaction in full of all other Obligations.


2.6. Interest
Rates and Letter of Credit Fee: Rates, Payments, and Calculations.


(a)               
Interest Rates. Except as provided in Section 2.6(c), all Obligations (except for undrawn Letters of Credit)
that have been charged to the Loan Account pursuant to the terms hereof shall bear interest as follows:


(i)                 
if the relevant Obligation is a LIBOR Rate Loan, at a per annum rate equal to the LIBOR Rate plus the LIBOR Rate Margin,
and


(ii)               
otherwise, at a per annum rate equal to the Base Rate plus the Base Rate Margin.


(b)              
Letter of Credit Fee. Borrower shall pay Agent (for the ratable benefit of the Revolving Lenders), a Letter of Credit
fee (the "Letter of Credit Fee") (which fee shall be in addition to the fees, charges, commissions, and costs
set forth in Section 2.11(j)) that shall accrue at a per annum rate equal to the LIBOR Rate Margin times the undrawn amount
of all outstanding Letters of Credit.




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(c)               
Default Rate. Upon the occurrence and during the continuation of an Event of Default and at the election of Agent
or the Required Lenders,


(i)                 
all Revolving Loans and all other Obligations (except for undrawn Letters of Credit) that have been charged to the Loan
Account pursuant to the terms hereof shall bear interest at a per annum rate equal to 2 percentage points above the per annum rate
otherwise applicable thereunder, and


(ii)               
the Letter of Credit Fee shall be increased to 2 percentage points above the per annum rate otherwise applicable hereunder.


(d)              
Payment. Except to the extent provided to the contrary in Section 2.10 or Section 2.12(a), (i) all interest and all
fees (other than Letter of Credit Fees) payable hereunder or under any of the other Loan Documents shall be due and payable, in
arrears, on the first day of each quarter, (ii) all Letter of Credit Fees shall be due and payable, in arrears, on the first day
of each month, and (iii) all costs and expenses payable hereunder or under any of the other Loan Documents, and all Lender Group
Expenses shall be due and payable on the earlier of (x) the first day of the month following the date on which the applicable costs,
expenses, or Lender Group Expenses were first incurred or (y) the date on which demand therefor is made by Agent (it being acknowledged
and agreed that any charging of such costs, expenses or Lender Group Expenses to the Loan Account pursuant to the provisions of
the following sentence shall be deemed to constitute a demand for payment thereof for the purposes of this subclause (y)). Borrower
hereby authorizes Agent, from time to time without prior notice to Borrower, to charge to the Loan Account (A) on the first day
of each quarter (or, if an Event of Default has occurred and is continuing, on the first day of each month), all interest accrued
during the prior quarter (or if an Event of Default has occurred and is continuing, month) on the Revolving Loans hereunder, (B)
on the first day of each month, all Letter of Credit Fees accrued or chargeable hereunder during the prior month (or, if an Event
of Default has occurred and is continuing, during the prior month), (C) on the first day of each quarter (or, if an Event of Default
has occurred and is continuing, during the prior month), the Unused Line Fee accrued during the prior quarter (or if an Event of
Default has occurred and is continuing, month) pursuant to Section 2.10(b), (D) as and when incurred or accrued, all non-out-of-pocket
audit, appraisal, valuation, or other charges or fees payable hereunder pursuant to Section 2.10(c), (E) if Borrower does
not pay any such Lender Group Expenses within 5 Business Days of the date of Borrower's receipt of written notice thereof, all
out-of-pocket audit, appraisal, valuation, or other charges or fees payable hereunder pursuant to Section 2.10(c), (F) as
and when due and payable, all other fees payable hereunder or under any of the other Loan Documents, (G) as and when incurred or
accrued, all fees, charges, commissions, and costs provided for in Section 2.11(j), (H) as and when incurred or accrued,
all fees and costs provided for in Section 2.10 (a) or (c), (I) if Borrower does not pay any such other
Lender Group Expenses within 5 Business Days of the date of Borrower's receipt of written notice thereof, all other Lender Group
Expenses, and (J) as and when due and payable all other payment obligations payable under any Loan Document or any Bank Product
Agreement (including any amounts due and payable to the Bank Product Providers in respect of Bank Products); provided, that
if such amounts are not paid and, instead, are charged to the Loan Account, they shall be charged thereto as of the day on which
the item was first due and payable or incurred or accrued without regard to the applicable delay and such amounts shall accrue
interest from such original date; provided further, that the applicable delays set forth in the foregoing clauses (E) and
(I) shall not be applicable (and Agent shall be entitled to immediately charge to the Loan Account) at any time that an Event of
Default has occurred and is continuing. All amounts (including interest, fees, costs, expenses, Lender Group Expenses, or other
amounts payable hereunder or under any other Loan Document or under any Bank Product Agreement) charged to the Loan Account shall
thereupon constitute Revolving Loans hereunder, shall constitute Obligations hereunder, and shall initially accrue interest at
the rate then applicable to Revolving Loans that are Base Rate Loans (unless and until converted into LIBOR Rate Loans in accordance
with the terms of this Agreement).



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(e)               
Computation. All fees chargeable under the Loan Documents shall be computed on the basis of a 360 day year, in each
case, for the actual number of days elapsed in the period during which the fees accrue. Interest shall be calculated on the basis
of a 360 day year and actual days elapsed, other than for Base Rate Loans which shall be calculated on the basis of 365 or 366
day year, as applicable, and actual days elapsed. In the event the Base Rate is changed from time to time hereafter, the rates
of interest hereunder based upon the Base Rate automatically and immediately shall be increased or decreased by an amount equal
to such change in the Base Rate.


(f)                
Intent to Limit Charges to Maximum Lawful Rate. In no event shall the interest rate or rates payable under this Agreement,
plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent
jurisdiction shall, in a final determination, deem applicable. Borrower and the Lender Group, in executing and delivering this
Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, that, anything
contained herein to the contrary notwithstanding, if such rate or rates of interest or manner of payment exceeds the maximum allowable
under applicable law, then, ipso facto, as of the date of this Agreement, Borrower is and shall be liable only for the payment
of such maximum amount as is allowed by law, and payment received from Borrower in excess of such legal maximum, whenever received,
shall be applied to reduce the principal balance of the Obligations to the extent of such excess.


2.7. Crediting
Payments. The receipt of any payment item by Agent shall not be required to be considered a payment on account unless
such payment item is a wire transfer of immediately available federal funds made to Agent's Account or unless and until such payment
item is honored when presented for payment. Should any payment item not be honored when presented for payment, then Borrower shall
be deemed not to have made such payment and interest shall be calculated accordingly. Anything to the contrary contained herein
notwithstanding, any payment item shall be deemed received by Agent only if it is received into Agent's Account on a Business
Day on or before 1:30 p.m. If any payment item is received into Agent's Account on a non-Business Day or after 1:30 p.m. on a
Business Day (unless Agent, in its sole discretion, elects to credit it on the date received), it shall be deemed to have been
received by Agent as of the opening of business on the immediately following Business Day.



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2.8. Designated
Account. Agent is authorized to make the Revolving Loans, and Issuing Lender is authorized to issue the Letters of Credit,
under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Person or,
without instructions, if pursuant to Section 2.6(d). Borrower agrees to establish and maintain the Designated Account with
the Designated Account Bank for the purpose of receiving the proceeds of the Revolving Loans requested by Borrower and made by
Agent or the Lenders hereunder. Unless otherwise agreed by Agent and Borrower, any Revolving Loan or Swing Loan requested by Borrower
and made by Agent or the Lenders hereunder shall be made to the Designated Account.


2.9. Maintenance
of Loan Account; Statements of Obligations. Agent shall maintain an account on its books in the name of Borrower (the
"Loan Account") on which Borrower will be charged with all Revolving Loans (including Extraordinary Advances
and Swing Loans) made by Agent, Swing Lender, or the Lenders to Borrower or for Borrower's account, the Letters of Credit issued
or arranged by Issuing Lender for Borrower's account, and with all other payment Obligations hereunder or under the other Loan
Documents, including, accrued interest, fees and expenses, and Lender Group Expenses. In accordance with Section 2.7, the
Loan Account will be credited with all payments received by Agent from Borrower or for Borrower's account. Agent shall make available
to Borrower monthly statements regarding the Loan Account, including the principal amount of the Revolving Loans, interest accrued
hereunder, fees accrued or charged hereunder or under the other Loan Documents, and a summary itemization of all charges and expenses
constituting Lender Group Expenses accrued hereunder or under the other Loan Documents, and each such statement, absent manifest
error, shall be conclusively presumed to be correct and accurate and constitute an account stated between Borrower and the Lender
Group unless, within 30 days after Agent first makes such a statement available to Borrower, Borrower shall deliver to Agent written
objection thereto describing the error or errors contained in such statement.


2.10. Fees.


(a)               
Agent Fees. Borrower shall pay to Agent, for the account of Agent, as and when due and payable under the terms of
the Fee Letter, the fees set forth in the Fee Letter.


(b)              
Unused Line Fee. Borrower shall pay to Agent, for the ratable account of the Revolving Lenders, on the first day
of each quarter (provided, that if an Event of Default has occurred and is continuing, such amounts shall be due and payable,
in arrears, on the first day of each month), from and after the Closing Date up to the first day of the quarter (provided,
that if an Event of Default has occurred and is continuing, such amounts shall be due and payable, in arrears, on the first day
of each month), prior to the date on which the Obligations are paid in full and on the date on which the Obligations are paid in
full, an unused line fee (the "Unused Line Fee") in an amount equal to 0.375% per annum times the result of (i) the
average amount of the aggregate Revolver Commitments during the immediately preceding quarter (or if an Event of Default has occurred
and is continuing, month) (or portion thereof), less (ii) the average amount of the Revolver Usage during the immediately
preceding quarter (or if an Event of Default has occurred and is continuing, month) (or portion thereof).


(c)               
Field Examination and Other Fees. Borrower shall pay to Agent, field examination, appraisal, and valuation fees and
charges, as and when incurred or chargeable, as follows: (i) a fee of $1,000 per day, per examiner, plus reasonable and documented
out-of-pocket expenses (including travel, meals, and lodging), for each field examination of Borrower performed by personnel employed
by Agent, (ii) if implemented, a fee of $1,000 per day, per Person, plus reasonable and documented out-of-pocket expenses, for
the establishment of electronic collateral reporting and (iii) the reasonable and documented fees or charges paid or incurred
by Agent if it elects to employ the services of one or more third Persons to perform field examinations of Borrower or its Subsidiaries,
to appraise the Collateral or any portion thereof, or to assess Borrower's or its Subsidiaries' business valuation; provided,
that (x) so long as no Event of Default shall have occurred and be continuing and Average Liquidity for each month (or, with
respect to the month ended March 31, 2012, partial month) is not less than (I) $20,000,000, for each month during the period commencing
on the Closing Date and ending on September 30, 2012, or (II) $25,000,000, for each month during the period from and after October
1, 2012, Agent shall not conduct any field examinations, appraisals or intellectual property valuations and (y) if an Event
of Default has occurred and is continuing or Average Liquidity for any month (or, with respect to the month ended March 31, 2012,
partial month) is less than (I) $20,000,000, for any month during the period commencing on the Closing Date and ending on September
30, 2012, or (II) $25,000,000, for any month during the period from and after October 1, 2012, Borrower shall be obligated to reimburse
Agent for no more than 2 field examinations during any calendar year, no more than 1 appraisal of each type of Collateral during
any calendar year, and no more than 1 intellectual property valuation during any calendar year. Notwithstanding the foregoing,
in any event, Agent, at its sole expense, shall have the right to conduct 1 field examination and 1 appraisal of each type of Collateral
during any calendar year.



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2.11. Letters of Credit.


(a)               
Subject to the terms and conditions of this Agreement, upon the request of Borrower made in accordance herewith, Issuing
Lender agrees to issue, or to cause an Underlying Issuer (including, as Issuing Lender's agent) to issue, a requested Letter of
Credit for the account of Borrower. If Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested
Letter of Credit, then Issuing Lender agrees that it will enter into arrangements relative to the reimbursement of such Underlying
Issuer (which may include, among other means, by becoming an applicant with respect to such Letter of Credit or entering into undertakings
or other arrangements that provide for reimbursement of such Underlying Issuer with respect to such drawings under Letter of Credit;
each such obligation or undertaking, irrespective of whether in writing, a "Reimbursement Undertaking") with respect
to Letters of Credit issued by such Underlying Issuer for the account of Borrower. By submitting a request to Issuing Lender for
the issuance of a Letter of Credit, Borrower shall be deemed to have requested that (i) Issuing Lender issue or (ii) an
Underlying Issuer issue the requested Letter of Credit (and, in such case, to have requested Issuing Lender to issue a Reimbursement
Undertaking with respect to such requested Letter of Credit). Borrower acknowledges and agrees that Borrower is and shall be deemed
to be an applicant (within the meaning of Section 5-102(a)(2) of the Code) with respect to each Underlying Letter of Credit. Each
request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall
be made in writing by an Authorized Person and delivered to Issuing Lender via hand delivery, telefacsimile, or other electronic
method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request
shall be in form and substance reasonably satisfactory to Issuing Lender and (i) shall specify (A) the amount of such
Letter of Credit, (B) the date of issuance, amendment, renewal, or extension of such Letter of Credit, (C) the proposed
expiration date of such Letter of Credit, (D) the name and address of the beneficiary of the Letter of Credit, and (E) such
other information (including, the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification
of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such
Letter of Credit, and (ii) shall be accompanied by such Issuer Documents as Agent, Issuing Lender or Underlying Issuer may
request or require, to the extent that such requests or requirements are consistent with the Issuer Documents that Issuing Lender
or Underlying Issuer generally requests for Letters of Credit in similar circumstances. Anything contained herein to the contrary
notwithstanding, Issuing Lender may, but shall not be obligated to, issue or cause the issuance of a Letter of Credit or to issue
a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, that supports the obligations of Borrower
or its Subsidiaries in respect of (A) a lease of real property to the extent that the face amount of such Letter of Credit
or the amount of such Reimbursement Undertaking exceeds the highest rent (including all rent-like charges) payable under such lease
for a period of one year, or (B) an employment contract.





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(b)              
Issuing Lender shall have no obligation to issue a Letter of Credit or a Reimbursement Undertaking in respect of an Underlying
Letter of Credit, in either case, if any of the following would result after giving effect to the requested issuance:


(i)                 
the Letter of Credit Usage would exceed $5,000,000, or


(ii)               
the Letter of Credit Usage would exceed the Maximum Revolver Amount less the outstanding amount of Revolving Loans (including
Swing Loans), or


(iii)              
the Letter of Credit Usage would exceed the Borrowing Base at such time (based upon the most recent Borrowing Base Certificate
delivered by Borrower to Agent) less the outstanding principal balance of the Revolving Loans (inclusive of Swing Loans) at such
time.


(c)               
In the event there is a Defaulting Lender as of the date of any request for the issuance of a Letter of Credit, the Issuing
Lender shall not be required to issue or arrange for such Letter of Credit to the extent (x) the Defaulting Lender's Letter
of Credit Exposure with respect to such Letter of Credit may not be reallocated pursuant to Section 2.3(g)(ii) or (y) the
Issuing Lender has not otherwise entered into arrangements reasonably satisfactory to it and Borrower to eliminate the Issuing
Lender's risk with respect to the participation in such Letter of Credit of the Defaulting Lender, which arrangements may include
Borrower cash collateralizing such Defaulting Lender's Letter of Credit Exposure in accordance with Section 2.3(g)(ii).
Additionally, Issuing Lender shall have no obligation to issue a Letter of Credit or a Reimbursement Undertaking in respect of
an Underlying Letter of Credit, in either case, if (I) any order, judgment, or decree of any Governmental Authority or arbitrator
shall, by its terms, purport to enjoin or restrain Issuing Lender from issuing such Letter of Credit or Reimbursement Undertaking
or Underlying Issuer from issuing such Letter of Credit, or any law applicable to Issuing Lender or Underlying Issuer or any request
or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over Issuing Lender or
Underlying Issuer shall prohibit or request that Issuing Lender or Underlying Issuer refrain from the issuance of letters of credit
generally or such Letter of Credit or Reimbursement Undertaking (as applicable) in particular, or (II) the issuance of such
Letter of Credit would violate one or more policies of Issuing Lender or Underlying Issuer applicable to letters of credit generally.




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(d)              
Any Issuing Lender (other than Wells Fargo or any of its Affiliates) shall notify Agent in writing no later than the Business
Day immediately following the Business Day on which such Issuing Lender issued any Letter of Credit; provided that (y) until
Agent advises any such Issuing Lender that the provisions of Section 3.2 are not satisfied, or (z) the aggregate amount
of the Letters of Credit issued in any such week exceeds such amount as shall be agreed by Agent and such Issuing Lender, such
Issuing Lender shall be required to so notify Agent in writing only once each week of the Letters of Credit issued by such Issuing
Lender during the immediately preceding week as well as the daily amounts outstanding for the prior week, such notice to be furnished
on such day of the week as Agent and such Issuing Lender may agree. Borrower and the Lender Group hereby acknowledge and agree
that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on and after the Closing Date with
the same effect as if such Existing Letters of Credit were issued by Issuing Lender or an Underlying Issuer at the request of Borrower
on the Closing Date. Each Letter of Credit shall be in form and substance reasonably acceptable to Issuing Lender, including the
requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender makes a payment under a Letter of
Credit or an Underlying Issuer makes a payment under an Underlying Letter of Credit, Borrower shall pay to Agent an amount equal
to the applicable Letter of Credit Disbursement on the date such Letter of Credit Disbursement is made and, in the absence of such
payment, the amount of the Letter of Credit Disbursement immediately and automatically shall be deemed to be a Revolving Loan hereunder
(notwithstanding any failure to satisfy any condition precedent set forth in Section 3) and, initially, shall bear interest
at the rate then applicable to Revolving Loans that are Base Rate Loans. If a Letter of Credit Disbursement is deemed to be a Revolving
Loan hereunder, Borrower's obligation to pay the amount of such Letter of Credit Disbursement to Issuing Lender shall be automatically
converted into an obligation to pay the resulting Revolving Loan. Promptly following receipt by Agent of any payment from Borrower
pursuant to this paragraph, Agent shall distribute such payment to Issuing Lender or, to the extent that Lenders have made payments
pursuant to Section 2.11(b) to reimburse Issuing Lender, then to such Lenders and Issuing Lender as their interests may
appear.


(e)               
Promptly following receipt of a notice of a Letter of Credit Disbursement pursuant to Section 2.11(a), each
Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan deemed made pursuant to Section 2.11(a) on the
same terms and conditions as if Borrower had requested the amount thereof as a Revolving Loan and Agent shall promptly pay to Issuing
Lender the amounts so received by it from the Lenders. By the issuance of a Letter of Credit or a Reimbursement Undertaking (or
an amendment, renewal, or extension of a Letter of Credit or a Reimbursement Undertaking) and without any further action on the
part of Issuing Lender or the Revolving Lenders, Issuing Lender shall be deemed to have granted to each Revolving Lender, and each
Revolving Lender shall be deemed to have purchased, a participation in each Letter of Credit issued by Issuing Lender and each
Reimbursement Undertaking, in an amount equal to its Pro Rata Share of such Letter of Credit or Reimbursement Undertaking, and
each such Lender agrees to pay to Agent, for the account of Issuing Lender, such Lender's Pro Rata Share of any Letter of Credit
Disbursement made by Issuing Lender or an Underlying Issuer under the applicable Letter of Credit. In consideration and in furtherance
of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to Agent, for the account of Issuing
Lender, such Lender's Pro Rata Share of each Letter of Credit Disbursement made by Issuing Lender or an Underlying Issuer and not
reimbursed by Borrower on the date due as provided in Section 2.11(a), or of any reimbursement payment this is required
to be refunded (or that Agent or Issuing Lender elects, based upon the advice of counsel, to refund) to Borrower for any reason.
Each Revolving Lender acknowledges and agrees that its obligation to deliver to Agent, for the account of Issuing Lender, an amount
equal to its respective Pro Rata Share of each Letter of Credit Disbursement pursuant to this Section 2.11(b) shall be absolute
and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default
or the failure to satisfy any condition set forth in Section 3. If any such Lender fails to make available to Agent the
amount of such Lender's Pro Rata Share of a Letter of Credit Disbursement as provided in this Section, such Lender shall be deemed
to be a Defaulting Lender and Agent (for the account of Issuing Lender) shall be entitled to recover such amount on demand from
such Lender together with interest thereon at the Defaulting Lender Rate until paid in full.




-22-








(f)                
Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group and each Underlying Issuer harmless from any
damage, loss, cost, expense, or liability (other than Taxes, which shall be governed solely by Section 16), and reasonable
and documented attorneys' fees and expenses incurred by Issuing Lender, any other member of the Lender Group, or any Underlying
Issuer arising out of or in connection with any Reimbursement Undertaking or any Letter of Credit; provided, that Borrower shall
not be obligated hereunder to indemnify the Lender Group or any Underlying Issuer for any loss, cost, expense, or liability that
a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of Issuing
Lender, any other member of the Lender Group, or any Underlying Issuer. Borrower agrees to be bound by the Underlying Issuer's
regulations and interpretations of any Letter of Credit or by Issuing Lender's interpretations of any Reimbursement Undertaking
even though this interpretation may be different from Borrower's own. Borrower understands that the Reimbursement Undertakings
may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrower
against such Underlying Issuer. Borrower hereby agrees to indemnify, save, defend, and hold Issuing Lender and the other members
of the Lender Group harmless with respect to any loss, cost, expense (including reasonable and documented attorneys' fees and expenses),
or liability (other than Taxes, which shall be governed solely by Section 16) incurred by them as a result of Issuing Lender's
indemnification of an Underlying Issuer; provided, that Borrower shall not be obligated hereunder to indemnify for any such loss,
cost, expense, or liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence
or willful misconduct of Issuing Lender or any other member of the Lender Group.




-23-








(g)               
Each Lender and Borrower agree that, in paying any drawing under a Letter of Credit, neither Issuing Lender nor any Underlying
Issuer (as applicable) shall have any responsibility to obtain any document (other than any sight draft, certificates and documents
expressly required by the Letter of Credit or the Underlying Letter of Credit (as applicable)) or to ascertain or inquire as to
the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of
Issuing Lender, any Underlying Issuer, Agent, any of the Lender-Related Persons or Agent-Related Persons, nor any correspondent,
participant or assignee of Issuing Lender shall be liable to any Lender or any Loan Party for (i) any action taken or omitted
in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any
action taken or omitted in the absence of gross negligence or willful misconduct; (iii) 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
or any error in interpretation of technical terms; or (iv) the due execution, effectiveness, validity or enforceability of
any document or instrument related to any Letter of Credit or Issuer Document. Borrower hereby assumes all risks of the acts or
omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, that this assumption is not
intended to, and shall not, preclude Borrower from pursuing such rights and remedies as it may have against the beneficiary or
transferee at law or under any other agreement. None of Issuing Lender, any Underlying Issuer, Agent, any of the Lender-Related
Persons or Agent-Related Persons, nor any correspondent, participant or assignee of Issuing Lender or any Underlying Issuer shall
be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.11(h) or for any action,
neglect or omission under or in connection with any Letter of Credit or Issuer Document, including in connection with the issuance
or any amendment of any Letter of Credit, the failure to issue or amend any Letter of Credit, the honoring or dishonoring of any
demand under any Letter of Credit, or the following of Borrower's instructions or those contained in the Letter of Credit or any
modifications, amendments, or supplements thereto, and such action or neglect or omission will bind Borrower. In furtherance and
not in limitation of the foregoing, Issuing Lender and each Underlying Issuer may accept documents that appear on their face to
be in order, without responsibility for further investigation, regardless of any notice or information to the contrary (or Issuing
Lender and any Underlying Issuer may 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 and may disregard any requirement in a Letter of Credit that notice of dishonor
be given in a particular manner and any requirement that presentation be made at a particular place or by a particular time of
day), and neither Issuing Lender nor any Underlying Issuer shall be responsible for the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds
thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Neither Issuing Lender nor any Underlying
Issuer shall be responsible for the wording of any Letter of Credit (including any drawing conditions or any terms or conditions
that are ineffective, ambiguous, inconsistent, unduly complicated or reasonably impossible to satisfy), notwithstanding any assistance
Issuing Lender or any Underlying Issuer may provide to Borrower with drafting or recommending text for any letter of credit application
or with the structuring of any transaction related to any Letter of Credit, and Borrower hereby acknowledges and agrees that any
such assistance will not constitute legal or other advice by Issuing Lender or any Underlying Issuer or any representation or warranty
by Issuing Lender or any Underlying Issuer that any such wording or such Letter of Credit will be effective. Without limiting the
foregoing, Issuing Lender or any Underlying Issuer may, as it deems appropriate, use in any Letter of Credit any portion of the
language prepared by Borrower and contained in the letter of credit application relative to drawings under such Letter of Credit.
Borrower hereby acknowledges and agrees that neither any Underlying Issuer nor any member of the Lender Group shall be responsible
for delays, errors, or omissions resulting from the malfunction of equipment in connection with any Letter of Credit.




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(h)               
The obligation of Borrower to reimburse Issuing Lender for each drawing under each Letter of Credit shall be absolute, unconditional
and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the
following:


(i)                 
any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document,


(ii)               
the existence of any claim, counterclaim, setoff, defense or other right that Borrower or any of its Subsidiaries may have
at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or
any such transferee may be acting), Issuing Lender or any other Person, whether in connection with this Agreement, the transactions
contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction,


(iii)              
any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, or any loss or delay
in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit,


(iv)             
any payment by Issuing Lender under such Letter of Credit against presentation of a draft or certificate that does not substantially
or strictly comply with the terms of such Letter of Credit (including, without limitation, any requirement that presentation be
made at a particular place or by a particular time of day), or any payment made by Issuing Lender under such Letter of Credit to
any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver
or other representative of or successor to any beneficiary or any transferee of such Letter of Credit,


(v)               
any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance
that might otherwise constitute a defense available to, or discharge of, Borrower or any of its Subsidiaries, or


(vi)             
the fact that any Default or Event of Default shall have occurred and be continuing.


(i)                 
Borrower hereby authorizes and directs any Underlying Issuer to deliver to Issuing Lender all instruments, documents, and
other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely
upon Issuing Lender's instructions with respect to all matters arising in connection with such Underlying Letter of Credit and
the related application.


(j)                
Borrower acknowledges and agrees that any and all fees, charges, costs, or commissions in effect from time to time, of Issuing
Lender relating to Letters of Credit or incurred by Issuing Lender relating to Underlying Letters of Credit, upon the issuance
of any Letter of Credit, upon the payment or negotiation of any drawing under any Letter of Credit, or upon the occurrence of any
other activity with respect to any Letter of Credit (including the transfer, amendment, or cancellation of any Letter of Credit),
together with any and all fronting fees in effect from time to time related to Letters of Credit, shall be Lender Group Expenses
for purposes of this Agreement and shall be reimbursable promptly, but in any event, within 1 Business Day after the date on which
such fees, charges, costs, or commissions are first incurred or accrued, by Borrower to Agent for the account of Issuing Lender;
it being acknowledged and agreed by Borrower that, as of the Closing Date, Issuing Lender is entitled to charge Borrower a fronting
fee of 0.250% per annum times the undrawn amount of each Underlying Letter of Credit and that such fronting fee may be changed
by Issuing Lender in its Permitted Discretion from time to time without notice to the extent such change is generally applied by
Issuing Lender to similarly situated borrowers.




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(k)              
If by reason of (i) any change after the Closing Date in any applicable law, treaty, rule, or regulation or any change
in the interpretation or application thereof by any Governmental Authority, or (ii) compliance by Issuing Lender, any other
member of the Lender Group, or Underlying Issuer with any direction, request, or requirement (irrespective of whether having the
force of law) of any Governmental Authority or monetary authority including, Regulation D of the Board of Governors as from time
to time in effect (and any successor thereto):


(i)                 
any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued
or caused to be issued hereunder or hereby, or


(ii)               
there shall be imposed on Issuing Lender, any other member of the Lender Group, or Underlying Issuer any other condition
regarding any Letter of Credit or Reimbursement Undertaking,


and the result of the foregoing is to
increase, directly or indirectly, the cost to Issuing Lender, any other member of the Lender Group, or an Underlying Issuer of
issuing, making, participating in, or maintaining any Reimbursement Undertaking or Letter of Credit or to reduce the amount receivable
in respect thereof, then, and in any such case, Agent may, at any time within a reasonable period after the additional cost is
incurred or the amount received is reduced, notify Borrower, and Borrower shall pay within 30 days after demand therefor, such
amounts as Agent may specify to be necessary to compensate Issuing Lender, any other member of the Lender Group, or an Underlying
Issuer for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment
in full thereof at the rate then applicable to Base Rate Loans hereunder; provided, that (A) Borrower shall not be
required to provide any compensation pursuant to this Section 2.11(k) for any such amounts incurred more than 180 days prior
to the date on which the demand for payment of such amounts is first made to Borrower, and (B) if an event or circumstance
giving rise to such amounts is retroactive, then the 180-day period referred to above shall be extended to include the period of
retroactive effect thereof. The determination by Agent of any amount due pursuant to this Section 2.11(k), as set forth
in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable
error, be final and conclusive and binding on all of the parties hereto.


(l)                 
Unless otherwise expressly agreed by Issuing Lender and Borrower when a Letter of Credit is issued (including any such agreement
applicable to an Existing Letter of Credit), (i) the rules of the ISP and the UCP 600 shall apply to each standby Letter of Credit,
and (ii) the rules of the UCP 600 shall apply to each commercial Letter of Credit.



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(m)             
In the event of a direct conflict between the provisions of this Section 2.11 and any provision contained in any
Issuer Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest
extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved
as aforesaid, the terms and provisions of this Section 2.11 shall control and govern.


2.12. LIBOR Option.


(a)               
Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrower
shall have the option, subject to Section 2.12(b) below (the "LIBOR Option") to have interest on all or
a portion of the Revolving Loans be charged (whether at the time when made (unless otherwise provided herein), upon conversion
from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest
based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest
Period applicable thereto; provided, that, subject to the following clauses (ii) and (iii), in the case of any Interest
Period greater than 3 months in duration, interest shall be payable at 3 month intervals after the commencement of the applicable
Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion of the Obligations
are accelerated pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms
hereof. On the last day of each applicable Interest Period, unless Borrower properly has exercised the LIBOR Option with respect
thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable
to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, unless otherwise
agreed to by the Required Lenders, Borrower no longer shall have the option to request that Revolving Loans bear interest at a
rate based upon the LIBOR Rate.


(b)              
LIBOR Election.


(i)                 
Borrower may, at any time and from time to time, so long as Borrower has not received a notice from Agent, after the occurrence
and during the continuance of an Event of Default, to terminate the right of Borrower to exercise the LIBOR Option during the continuance
of such Event of Default, elect to exercise the LIBOR Option by notifying Agent prior to 11:00 a.m. at least 3 Business Days prior
to the commencement of the proposed Interest Period (the "LIBOR Deadline"). Notice of Borrower's election of the
LIBOR Option for a permitted portion of the Revolving Loans and an Interest Period pursuant to this Section shall be made by delivery
to Agent of a LIBOR Notice received by Agent before the LIBOR Deadline, or by telephonic notice received by Agent before the LIBOR
Deadline (to be confirmed by delivery to Agent of a LIBOR Notice received by Agent prior to 5:00 p.m. on the same day). Promptly
upon its receipt of each such LIBOR Notice, Agent shall provide a copy thereof to each of the affected Lenders.


(ii)               
Each LIBOR Notice shall be irrevocable and binding on Borrower. In connection with each LIBOR Rate Loan, Borrower shall
indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense actually incurred by Agent or any
Lender as a result of (A) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period
applicable thereto (including as a result of an Event of Default), (B) the conversion of any LIBOR Rate Loan other than on
the last day of the Interest Period applicable thereto, or (C) the failure to borrow, convert, continue or prepay any LIBOR
Rate Loan on the date specified in any LIBOR Notice delivered pursuant hereto (such losses, costs, or expenses, "Funding
Losses"). A certificate of Agent or a Lender delivered to Borrower setting forth in reasonable detail any amount or amounts
that Agent or such Lender is entitled to receive pursuant to this Section 2.12 shall be conclusive absent manifest
error. Borrower shall pay such amount to Agent or the Lender, as applicable, within 30 days of the date of its receipt of such
certificate. If a payment of a LIBOR Rate Loan on a day other than the last day of the applicable Interest Period would result
in a Funding Loss, Agent may, in its sole discretion at the request of Borrower, hold the amount of such payment as cash collateral
in support of the Obligations until the last day of such Interest Period and apply such amounts to the payment of the applicable
LIBOR Rate Loan on such last day, it being agreed that Agent has no obligation to so defer the application of payments to any LIBOR
Rate Loan and that, in the event that Agent does not defer such application, Borrower shall be obligated to pay any resulting Funding
Losses.




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(iii)              
Unless Agent, in its sole discretion, agrees otherwise, Borrower shall have not more than 8 LIBOR Rate Loans in effect at
any given time. Borrower only may exercise the LIBOR Option for proposed LIBOR Rate Loans of at least $1,000,000.


(c)               
Conversion. Borrower may convert LIBOR Rate Loans to Base Rate Loans at any time; provided, that in the event that
LIBOR Rate Loans are converted or prepaid on any date that is not the last day of the Interest Period applicable thereto, including
as a result of any prepayment through the required application by Agent of any payments or proceeds of Collateral in accordance
with Section 2.4(b) or for any other reason, including early termination of the term of this Agreement or acceleration of
all or any portion of the Obligations pursuant to the terms hereof, Borrower shall indemnify, defend, and hold Agent and the Lenders
and their Participants harmless against any and all Funding Losses in accordance with Section 2.12 (b)(ii).


(d)              
Special Provisions Applicable to LIBOR Rate.


(i)                 
The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional
or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs, in each case, due to
changes in applicable law (other than changes in laws relative to Taxes, which shall be governed solely by Section 16) occurring
subsequent to the commencement of the then applicable Interest Period, including changes in the reserve requirements imposed by
the Board of Governors, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest
at the LIBOR Rate. In any such event, the affected Lender shall give Borrower and Agent notice of such a determination and adjustment
and Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender,
Borrower may, by notice to such affected Lender (A) require such Lender to furnish to Borrower a statement setting forth in
reasonable detail the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (B) repay
the LIBOR Rate Loans of such Lender with respect to which such adjustment is made (together with any amounts due under Section
2.12(b)(ii)).


(ii)               
In the event that any change in market conditions or any law, regulation, treaty, or directive, or any change therein or
in the interpretation or application thereof, shall at any time after the date hereof, in the reasonable opinion of any Lender,
make it unlawful or impractical for such Lender to fund or maintain LIBOR Rate Loans or to continue such funding or maintaining,
or to determine or charge interest rates at the LIBOR Rate, such Lender shall give notice of such changed circumstances to Agent
and Borrower and Agent promptly shall transmit the notice to each other Lender and (y) in the case of any LIBOR Rate Loans
of such Lender that are outstanding, the date specified in such Lender's notice shall be deemed to be the last day of the Interest
Period of such LIBOR Rate Loans, and interest upon the LIBOR Rate Loans of such Lender thereafter shall accrue interest at the
rate then applicable to Base Rate Loans, and (z) Borrower shall not be entitled to elect the LIBOR Option until such Lender
determines that it would no longer be unlawful or impractical to do so.




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(e)               
No Requirement of Matched Funding. Anything to the contrary contained herein notwithstanding, neither Agent, nor
any Lender, nor any of their Participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund
any Obligation as to which interest accrues at the LIBOR Rate.


2.13. Capital
Requirements.


(a)               
If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or
guideline regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation, implementation,
or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender
or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether
or not having the force of law), has the effect of reducing the return on such Lender's or such holding company's capital as a
consequence of such Lender's Revolver Commitments hereunder to a level below that which such Lender or such holding company could
have achieved but for such adoption, change, or compliance (taking into consideration such Lender's or such holding company's then
existing policies with respect to capital adequacy and assuming the full utilization of such entity's capital) by any amount deemed
by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower
agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined,
payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such
Lender's calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and
correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods.
Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such
Lender's right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this
Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law,
rule, regulation or guideline giving rise to such reductions and of such Lender's intention to claim compensation therefor; provided
further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive,
then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.




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(b)              
If any Lender requests additional or increased costs referred to in Section 2.11(k) or Section 2.12(d)(i)
or amounts under Section 2.13(a) or sends a notice under Section 2.12(d)(ii) relative to changed circumstances (any
such Lender, an "Affected Lender"), then such Affected Lender shall use reasonable efforts to promptly designate
a different one of its lending offices or to assign its rights and obligations hereunder to another of its offices or branches,
if (i) in the reasonable judgment of such Affected Lender, such designation or assignment would eliminate or reduce amounts
payable pursuant to Section 2.11(k), Section 2.12(d)(i) or Section 2.13(a), as applicable, or would eliminate
the illegality or impracticality of funding or maintaining LIBOR Rate Loans and (ii) in the reasonable judgment of such Affected
Lender, such designation or assignment would not subject it to any material unreimbursed cost or expense and would not otherwise
be materially disadvantageous to it. Borrower agrees to pay all reasonable out-of-pocket costs and expenses incurred by such Affected
Lender in connection with any such designation or assignment. If, after such reasonable efforts, such Affected Lender does not
so designate a different one of its lending offices or assign its rights to another of its offices or branches so as to eliminate
Borrower's obligation to pay any future amounts to such Affected Lender pursuant to Section 2.11(k), Section 2.12(d)(i)
or Section 2.13(a), as applicable, or to enable Borrower to obtain LIBOR Rate Loans, then Borrower (without prejudice to
any amounts then due to such Affected Lender under Section 2.11(k), Section 2.12(d)(i) or Section 2.13(a),
as applicable) may, unless prior to the effective date of any such assignment the Affected Lender withdraws its request for such
additional amounts under Section 2.11(k), Section 2.12(d)(i) or Section 2.13(a), as applicable, or indicates
that it is no longer unlawful or impractical to fund or maintain LIBOR Rate Loans, may seek a substitute Lender reasonably acceptable
to Agent to purchase the Obligations owed to such Affected Lender and such Affected Lender's Revolver Commitments hereunder (a
"Replacement Lender"), and if such Replacement Lender agrees to such purchase, such Affected Lender shall assign
to the Replacement Lender its Obligations and Revolver Commitments, pursuant to an Assignment and Acceptance Agreement, and upon
such purchase by the Replacement Lender, such Replacement Lender shall be deemed to be a "Lender" for purposes of this
Agreement and such Affected Lender shall cease to be a "Lender" for purposes of this Agreement.


(c)               
Notwithstanding anything herein to the contrary, the issuance of any rules, regulations or directions under the Dodd-Frank
Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection
therewith after the date of this Agreement shall be deemed to be a change in law, rule, regulation or guideline for purposes of
Sections 2.12 and 2.13 and the protection of Sections 2.12 and 2.13 shall be available to each Lender
and Issuing Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline
or other change or condition which shall have occurred or been imposed, so long as it shall be customary for lenders or issuing
banks affected thereby to comply therewith. Notwithstanding any other provision herein, no Lender or Issuing Lender shall demand
compensation pursuant to this Section 2.13 if it shall not at the time be the general policy or practice of such Lender
or Issuing Lender (as the case may be) to demand such compensation in similar circumstances under comparable provisions of other
credit agreements, if any.




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		3.	CONDITIONS; TERM OF AGREEMENT.



3.1. Conditions
Precedent to the Initial Extension of Credit. The obligation of each Lender to make the initial extensions of credit provided
for hereunder is subject to the fulfillment, to the satisfaction of Agent and each Lender, of each of the conditions precedent
set forth on Schedule 3.1 (the making of such initial extensions of credit by a Lender being conclusively deemed to be
its satisfaction or waiver of the conditions precedent ).



3.2. Conditions
Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving
Loans hereunder (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent:


(a)               
the representations and warranties of Borrower or its Subsidiaries contained in this Agreement or in the other Loan Documents
shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations
and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension
of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to
an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that
such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified
by materiality in the text thereof) as of such earlier date); and


(b)              
no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall
either result from the making thereof.


3.3. Maturity.
This Agreement shall continue in full force and effect for a term ending on the Maturity Date.


3.4. Effect
of Maturity. On the Maturity Date, all commitments of the Lender Group to provide additional credit hereunder shall automatically
be terminated and all of the Obligations immediately shall become due and payable without notice or demand and Borrower shall
be required to repay all of the Obligations in full. No termination of the obligations of the Lender Group (other than payment
in full of the Obligations and termination of the Revolver Commitments) shall relieve or discharge any Loan Party of its duties,
obligations, or covenants hereunder or under any other Loan Document and Agent's Liens in the Collateral shall continue to secure
the Obligations and shall remain in effect until all Obligations have been paid in full and the Revolver Commitments have been
terminated. When all of the Obligations have been paid in full and the Lender Group's obligations to provide additional credit
under the Loan Documents have been terminated irrevocably, Agent will, at Borrower's sole expense, execute and deliver any termination
statements, lien releases, discharges of security interests, and other similar discharge or release documents (and, if applicable,
in recordable form) as are reasonably necessary to release, as of record, Agent's Liens and all notices of security interests
and liens previously filed by Agent.


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3.5. Early
Termination by Borrower. Borrower has the option, at any time upon 5 Business Days prior written notice to Agent, to terminate
this Agreement and terminate the Revolver Commitments hereunder by repaying to Agent all of the Obligations in full. The foregoing
notwithstanding, (a) Borrower may rescind termination notices relative to proposed payments in full of the Obligations with
the proceeds of third party Indebtedness if the closing for such issuance or incurrence does not happen on or before the date
of the proposed termination (in which case, a new notice shall be required to be sent in connection with any subsequent termination),
and (b) Borrower may extend the date of termination at any time with the consent of Agent (which consent shall not be unreasonably
withheld or delayed).


3.6. Conditions
Subsequent. The obligation of the Lender Group (or any member thereof) to continue to make Revolving Loans (or otherwise
extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of the conditions subsequent
set forth on Schedule 3.6 (the failure by Borrower to so perform or cause to be performed such conditions subsequent as
and when required by the terms thereof (unless such date is extended, in writing, by Agent, which Agent may do without obtaining
the consent of the other members of the Lender Group), shall constitute an Event of Default).


		4.	REPRESENTATIONS AND WARRANTIES.



In order to induce
the Lender Group to enter into this Agreement, Borrower makes the following representations and warranties to the Lender Group
which shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable
to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the Closing
Date, and shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable
to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the date
of the making of each Revolving Loan (or other extension of credit) made thereafter, as though made on and as of the date of such
Revolving Loan (or other extension of credit) (except to the extent that such representations and warranties relate solely to an
earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that
such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified
by materiality in the text thereof) as of such earlier date) and such representations and warranties shall survive the execution
and delivery of this Agreement:


4.1. Due Organization and Qualification; Subsidiaries.


(a)               
Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization,
(ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result
in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry
on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to
carry out the transactions contemplated thereby.


(b)              
Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from
transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interest of Borrower,
by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding.
Other than as described on Schedule 4.1(b), as of the Closing Date, there are no subscriptions, options, warrants, or calls
relating to any shares of Borrower's Equity Interest, including any right of conversion or exchange under any outstanding security
or other instrument. Other than in connection with the conversion of the Convertible Subordinated Debt into Qualified Equity Interests
or a mandatory repurchase obligation arising as a result of a change of control, in each case, pursuant to and in accordance with
the terms of the Convertible Subordinated Debt Documents, Borrower is not subject to any obligation (contingent or otherwise) to
repurchase or otherwise acquire or retire any shares of its Equity Interest or any security convertible into or exchangeable for
any of its Equity Interest.




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(c)               
Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from
transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties' direct and indirect Subsidiaries,
showing: (i) the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries,
and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower.
All of the outstanding Equity Interest of each such Subsidiary has been validly issued and is fully paid and non-assessable.


(d)              
Except as set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting
from transactions permitted under this Agreement), there are no subscriptions, options, warrants, or calls relating to any
shares of Equity Interests of any Subsidiary of Borrower, including any right of conversion or exchange under any outstanding security
or other instrument.


4.2. Due Authorization; No Conflict.


(a)               
As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is
a party have been duly authorized by all necessary action on the part of such Loan Party.


(b)              
As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is
a party do not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to
any Loan Party or its Subsidiaries, the Governing Documents of any Loan Party or its Subsidiaries, or any order, judgment, or decree
of any court or other Governmental Authority binding on any Loan Party or its Subsidiaries, (ii) conflict with, result in
a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement of any Loan Party
or its Subsidiaries where any such conflict, breach or default could individually or in the aggregate reasonably be expected to
have a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever
upon any assets of any Loan Party, other than Permitted Liens, or (iv) require any approval of any holder of Equity Interest
of a Loan Party or any approval or consent of any Person under any material agreement of any Loan Party, other than consents or
approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, for consents
or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse
Effect.




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4.3. Governmental
Consents. The execution, delivery, and performance by each Loan Party of the Loan Documents to which such Loan Party is
a party and the consummation of the transactions contemplated by the Loan Documents do not and will not require any registration
with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than registrations,
consents, approvals, notices, or other actions that have been obtained and that are still in force and effect and except for filings
and recordings with respect to the Collateral to be made, or otherwise delivered to Agent for filing or recordation, as of the
Closing Date.


4.4. Binding
Obligations; Perfected Liens.


(a)               
Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid
and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except
as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws
relating to or limiting creditors' rights generally.


(b)              
Agent's Liens are validly created, perfected (other than (i) in respect of motor vehicles that are subject to a certificate
of title, (ii) money, (iii) letter-of-credit rights (other than supporting obligations, (iv) commercial tort claims
(other than those that, by the terms of a Guaranty and Security Agreement, are required to be perfected), (v) any Deposit
Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 6.9(b), and (vi) as expressly
permitted not to be perfected pursuant to Section 6 of the Security Agreement (or corresponding section of any other Guaranty and
Security Agreement), and subject only to the filing of financing statements and the recordation of the Mortgages, in each case,
in the appropriate filing offices), and first priority Liens, subject only to Permitted Liens which are non-consensual Permitted
Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases.


4.5. Title
to Assets; No Encumbrances. Each of the Loan Parties and its Subsidiaries has (a) good, marketable and legal title
to (in the case of fee interests in Real Property), (b) valid leasehold interests in (in the case of leasehold interests
in real or personal property), and (c) good and marketable title to (in the case of all other personal property), all of
their respective assets reflected in their most recent financial statements delivered pursuant to Section 5.1, in each
case except for assets disposed of since the date of such financial statements to the extent permitted hereby and except for de
minimis defects in title to property that do not interfere with such Person's ability to conduct its business as currently conducted.
All of such assets are free and clear of Liens except for Permitted Liens.




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4.6. Litigation.


(a)               
There are no actions, suits, or proceedings pending or, to the knowledge of Borrower, threatened in writing against a Loan
Party or any of its Subsidiaries that either individually or in the aggregate could reasonably be expected to result in a Material
Adverse Effect.


(b)              
Schedule 4.6(b) sets forth a complete and accurate description, with respect to each of the actions, suits, or proceedings
with asserted liabilities in excess of, or that could reasonably be expected to result in liabilities in excess of, $2,500,000
that, as of the Closing Date, is pending or, to the knowledge of Borrower, threatened against a Loan Party or any of its Subsidiaries,
of (i) the parties to such actions, suits, or proceedings, (ii) the nature of the dispute that is the subject of such
actions, suits, or proceedings, (iii) the procedural status, as of the Closing Date, with respect to such actions, suits,
or proceedings, and (iv) whether any liability of the Loan Parties' and their Subsidiaries in connection with such actions, suits,
or proceedings is covered by insurance.


4.7. Compliance
with Laws. No Loan Party nor any of its Subsidiaries (a) is in violation of any applicable laws, rules, regulations,
executive orders, or codes (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected
to result in a Material Adverse Effect, or (b) is subject to or in default with respect to any final judgments, writs, injunctions,
decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect.


4.8. No
Material Adverse Effect. All historical financial statements relating to the Loan Parties and their Subsidiaries that
have been delivered by Borrower to Agent have been prepared in accordance with GAAP (except, in the case of unaudited financial
statements, for the lack of footnotes and being subject to quarter-end and year-end adjustments) and present fairly in all material
respects, the Loan Parties' and their Subsidiaries' consolidated financial condition as of the date thereof and results of operations
for the period then ended. Since March 31, 2011, no event, circumstance, or change has occurred that has or could reasonably be
expected to result in a Material Adverse Effect with respect to the Loan Parties and their Subsidiaries.


4.9. Solvency.


(a)               
The Loan Parties, taken as a whole, are Solvent.


(b)              
No transfer of property is being made by any Loan Party and no obligation is being incurred by any Loan Party in connection
with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either
present or future creditors of such Loan Party.


4.10. Employee
Benefits. No Loan Party, none of their Domestic Subsidiaries, nor any of their ERISA Affiliates maintains or contributes
to any Benefit Plan.




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4.11. Environmental
Condition. Except as set forth on Schedule 4.11, (a) to Borrower's knowledge, no Loan Party's nor any of its
Subsidiaries' properties or assets has ever been used by a Loan Party, its Subsidiaries, or by previous owners or operators in
the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production,
storage, handling, treatment, release or transport was in violation, in any material respect, of any applicable Environmental
Law, (b) to Borrower's knowledge, no Loan Party's nor any of its Subsidiaries' properties or assets has ever been designated
or identified in any manner pursuant to any environmental protection statute as a Hazardous Materials disposal site, (c) no
Loan Party nor any of its Subsidiaries has received notice that a Lien arising under any Environmental Law has attached to any
revenues or to any Real Property owned or operated by a Loan Party or its Subsidiaries, and (d) no Loan Party nor any of
its Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written order, consent decree,
or settlement agreement with any Person relating to any Environmental Law or Environmental Liability that, individually or in
the aggregate, could reasonably be expected to result in a Material Adverse Effect.


4.12. Complete
Disclosure. All factual information taken as a whole (other than forward-looking information and projections and information
of a general economic nature and general information about Borrower's industry) furnished by or on behalf of a Loan Party or its
Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan
Documents) for purposes of or in connection with this Agreement or the other Loan Documents, and all other such factual information
taken as a whole (other than forward-looking information and projections and information of a general economic nature and general
information about Borrower's industry) hereafter furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent
or any Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified
and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material
respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent
on February 2, 2012 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections
represent, Borrower's good faith estimate, on the date such Projections are delivered, of the Loan Parties' and their Subsidiaries'
future performance for the periods covered thereby based upon assumptions believed by Borrower to be reasonable at the time of
the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies,
many of which are beyond the control of the Loan Parties and their Subsidiaries, and no assurances can be given that such Projections
will be realized, and although reflecting Borrower's good faith estimate, projections or forecasts based on methods and assumptions
which Borrower believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual
results during the period or periods covered by the Projections may differ materially from projected or estimated results).


4.13. Patriot
Act. To the extent applicable, each Loan Party is in compliance, in all material respects, with the (a) Trading with
the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR,
Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (b) Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001)
(the "Patriot Act"). No part of the proceeds of the loans made hereunder will be used by any Loan Party or any
of their Affiliates, directly or indirectly, for any payments to any governmental official or employee, political party, official
of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain
or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977,
as amended.




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4.14. Indebtedness.
Set forth on Schedule 4.14 is a true and complete list of all Indebtedness of each Loan Party and each of its Subsidiaries
outstanding immediately prior to the Closing Date that is to remain outstanding immediately after giving effect to the closing
hereunder on the Closing Date and such Schedule accurately sets forth the aggregate principal amount of such Indebtedness as of
the Closing Date.


4.15. Payment
of Taxes. Except as set forth on Schedule 4.15 and except as otherwise permitted under Section 5.5, all
federal income tax returns and reports and, other than those returns and reports that are the subject of a protest instituted
promptly and prosecuted diligently by a Loan Party or its Subsidiary, as applicable, in good faith, all other tax returns and
reports in excess of $1,000,000 in the aggregate, of each Loan Party and its Subsidiaries required to be filed by any of them
have been timely filed, and all such taxes shown on such tax returns to be due and payable and all assessments, fees and other
governmental charges upon a Loan Party and its Subsidiaries and upon their respective assets, income, businesses and franchises
that are due and payable have been paid when due and payable. Each Loan Party and each of its Subsidiaries have made adequate
provision in accordance with GAAP for all taxes not yet due and payable. Borrower knows of no proposed tax assessment against
a Loan Party or any of its Subsidiaries that is not being actively contested by such Loan Party or such Subsidiary diligently,
in good faith, and by appropriate proceedings; provided such reserves or other appropriate provisions, if any, as shall be required
in conformity with GAAP shall have been made or provided therefor.


4.16. Margin
Stock. No Loan Party nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the
business of extending credit for the purpose of purchasing or carrying any Margin Stock. No part of the proceeds of the loans
made to Borrower will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing
or carrying any Margin Stock or for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors.


4.17. Governmental
Regulation. No Loan Party nor any of its Subsidiaries is subject to regulation under the Federal Power Act or the Investment
Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness
or which may otherwise render all or any portion of the Obligations unenforceable. No Loan Party nor any of its Subsidiaries is
a "registered investment company" or a company "controlled" by a "registered investment company"
or a "principal underwriter" of a "registered investment company" as such terms are defined in the Investment
Company Act of 1940.


4.18. OFAC.
No Loan Party nor any of its Subsidiaries is in violation of any of the country or list based economic and trade sanctions administered
and enforced by OFAC. No Loan Party nor any of its Subsidiaries (a) is a Sanctioned Person or a Sanctioned Entity, (b) has
its assets located in Sanctioned Entities, or (c) derives revenues from investments in, or transactions with Sanctioned Persons
or Sanctioned Entities. No proceeds of any loan made hereunder will be used to fund any operations in, finance any investments
or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity.


4.19. Employee
and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened
against Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened
against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably
be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance
pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a Material
Adverse Effect, or (iii) to the knowledge of Borrower, no union representation question existing with respect to the employees
of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower
or its Subsidiaries. Except as could not reasonably be expected to result in a Material Adverse Effect, none of Borrower or its
Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state
law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries have
not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations
could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments
due from Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been
paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect.




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4.20. Immaterial
Subsidiaries. No Immaterial Subsidiary (a) owns or generates any Accounts or Inventory, (b) has revenues in
any fiscal year in excess of $250,000 (other than, in the case of Quantum International, revenue generated through foreign branch
offices pursuant to the Transfer Pricing Program) or (c) receives or generates any royalty revenue.


4.21. Leases.
Each Loan Party and its Subsidiaries enjoy peaceful and undisturbed possession under all leases material to their business and
to which they are parties or under which they are operating, and, subject to Permitted Protests, all of such material leases are
valid and subsisting and no material default by the applicable Loan Party or its Subsidiaries exists under any of them.


4.22. Accounts.
As to the Accounts that are identified by Borrower in a Borrowing Base Certificate submitted to Agent, such Accounts are (a) bona
fide existing payment obligations of the applicable Account Debtors created by the sale and delivery of Inventory or the rendition
of services to such Account Debtors in the ordinary course of Borrower's business, and (b) owed to Borrower without any known
defenses, disputes, offsets, counterclaims, or rights of return or cancellation, other than, with respect to this clause (b),
as is consistent with Borrower's historic return, refund, credit, cancellation or exchange policies.


4.23. Inventory.
As to the Inventory that is identified by Borrower in a Borrowing Base Certificate submitted to Agent, such Inventory is of good
and merchantable quality, free from known defects.


4.24. Location
of Inventory. The Inventory of Borrower and the other Loan Parties is not stored with a bailee, warehouseman, or similar
party and is located only at, or in-transit between, the locations identified on Schedule 4.24 (as such Schedule may be
updated pursuant to Section 5.14); provided, however, that Inventory of Borrower and the other Loan Parties
may be stored with the bailees, warehousemen and similar parties that are identified by name and address of location on Schedule
4.24 (as such Schedule may be updated pursuant to Section 5.14).




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4.25. Inventory
Records. Each Loan Party keeps records that are complete and accurate in all material respects itemizing and describing
the type, quality, and quantity of its and its Subsidiaries' Inventory and the book value thereof.


4.26. Convertible
Subordinated Debt Documents. Borrower has delivered to Agent a complete and correct copy of the Convertible Subordinated
Debt Documents, including all schedules and exhibits thereto. The subordination provisions with respect to the Convertible Subordinated
Debt contained in the Convertible Subordinated Debt Documents are legal, valid and binding obligations of each Person a party
thereto, and enforceable against such Person in accordance with their terms. No "Event of Default" (as defined in the
Convertible Subordinated Debt Documents) has occurred and is continuing. As of the Closing Date, the outstanding principal amount
owing under the Convertible Subordinated Debt Documents is $135,000,000. The Obligations constitute "Specified Senior Indebtedness"
under the Convertible Subordinated Debt Documents.


		5.	AFFIRMATIVE COVENANTS.



Borrower covenants
and agrees that, until termination of all of the Revolver Commitments and payment in full of the Obligations:


5.1. Financial
Statements, Reports, Certificates. Borrower (a) will deliver to Agent each of the financial statements, reports,
and other items set forth on Schedule 5.1 no later than the times specified therein, (b) agrees that no Loan Party
will have a fiscal year different from that of Borrower, except for any such Loan Party acquired after the Closing Date, in which
case Borrower shall cause such Loan Party to have the same fiscal year as Borrower as soon as reasonably practicable after the
date of acquisition thereof, (c) agrees to maintain a system of accounting that enables Borrower to produce financial statements
in accordance with GAAP, and (d) agrees that it will, and will cause each other Loan Party to, (i) keep a reporting
system that shows all additions, sales, claims, returns, and allowances with respect to its and its Subsidiaries' sales, and (ii) maintain
its billing systems and practices substantially as in effect as of the Closing Date and shall only make material modifications
thereto with notice to, and with the consent of, Agent (such consent not to be unreasonably withheld or delayed, and not required
for such changes or modifications that do not have the result of changing the underlying information contained in, or frequency
and timing of delivery of, any reports required to be delivered under the Loan Documents).


5.2. Reporting.
Borrower will deliver to Agent (and if so requested by Agent, with copies for each Lender) each of the reports set forth on Schedule
5.2 at the times specified therein.


5.3. Existence.
Except as otherwise permitted under Section 6.3 or Section 6.4, Borrower will, and will cause each of its Subsidiaries
(other than, to the extent it could not reasonably be expected to result in a Material Adverse Effect, Immaterial Subsidiaries)
to, at all times preserve and keep in full force and effect such Person's valid existence and good standing in its jurisdiction
of organization and, except as could not reasonably be expected to result in a Material Adverse Effect, good standing with respect
to all other jurisdictions in which it is qualified to do business and any rights, franchises, permits, licenses, accreditations,
authorizations, or other approvals material to their businesses.




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5.4. Maintenance
of Properties. Borrower will, and will cause each of its Subsidiaries to, maintain and preserve all of its assets that
are necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear, tear, casualty,
and condemnation and Permitted Dispositions excepted (and except where the failure to so maintain and preserve assets could not
reasonably be expected to result in a Material Adverse Effect).


5.5. Taxes.
Borrower will, and will cause each of its Subsidiaries to, pay in full before delinquency or before the expiration of any extension
period all material governmental assessments and taxes imposed, levied, or assessed against it, or any of its assets or in respect
of any of its income, businesses, or franchises, except to the extent that the validity of such governmental assessment or tax
is the subject of a Permitted Protest.


5.6. Insurance.


(a)               
Borrower will, and will cause each of its Subsidiaries to, at Borrower's expense, maintain insurance respecting each of
Borrower's and its Subsidiaries' assets wherever located, covering liabilities, losses or damages as are customarily are insured
against by other Persons engaged in the same or similar businesses and similarly situated and located. All such policies of insurance
shall be with financially sound and reputable insurance companies reasonably acceptable to Agent (it being agreed that, as of the
Closing Date, Travelers Property Casualty Co. of America is acceptable to Agent) and in such amounts as is carried generally in
accordance with sound business practice by companies in similar businesses similarly situated and located and, in any event, in
amount, adequacy, and scope reasonably satisfactory to Agent (it being agreed that the amount, adequacy, and scope of the policies
of insurance of Borrower in effect as of the Closing Date are satisfactory to Agent). All property insurance policies covering
the Collateral are to be made payable to Agent for the benefit of Agent and the Lenders, as their interests may appear, in case
of loss, pursuant to a standard loss payable endorsement with a standard non-contributory "lender" or "secured party"
clause and are to contain such other provisions as Agent may reasonably require to fully protect the Lenders' interest in the Collateral
and to any payments to be made under such policies. All certificates of property and general liability insurance are to be delivered
to Agent, with the loss payable (but only in respect of Collateral) and additional insured endorsements in favor of Agent and shall
provide for not less than 30 days (10 days in the case of non-payment) prior written notice to Agent of the exercise of any right
of cancellation. If Borrower or its Subsidiaries fail to maintain such insurance, Agent may arrange for such insurance, but at
Borrower's expense and without any responsibility on Agent's part for obtaining the insurance, the solvency of the insurance companies,
the adequacy of the coverage, or the collection of claims.


(b)              
Borrower shall give Agent prompt notice of any loss exceeding $2,500,000 covered by its or its Subsidiaries' casualty or
business interruption insurance. Upon the occurrence and during the continuance of an Event of Default, Agent shall have the sole
right to file claims under any property and general liability insurance policies in respect of the Collateral, to receive, receipt
and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases,
assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims
under any such insurance policies.




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5.7. Inspection.


(a)               
Borrower will, and will cause each of its Subsidiaries to, permit Agent, and each of its duly authorized representatives
or agents to visit any of Borrower's or such Subsidiary's properties and inspect any of Borrower's or such Subsidiary's assets
or books and records, to examine and make copies of Borrower's or such Subsidiary's books and records, and to discuss Borrower's
or such Subsidiary's affairs, finances, and accounts with, and to be advised as to the same by, its officers and employees (provided
an authorized representative of Borrower shall be allowed to be present) at such reasonable times and intervals as Agent may designate
and, so long as no Default or Event of Default has occurred and is continuing, with reasonable prior notice to Borrower and during
regular business hours; provided that unless an Event of Default shall have occurred and shall be continuing, Borrower shall
not be required to pay the expenses of more than one visit for each 12-month period.


(b)              
Subject to Section 2.10(c), Borrower will, and will cause each of its Subsidiaries to, permit Agent and each of its
duly authorized representatives or agents to conduct appraisals and valuations at such reasonable times and intervals as Agent
may designate. So long as no Default or Event of Default has occurred and is continuing, Agent agrees to provide Borrower with
a copy of the report for any such valuation upon request by Borrower so long as (i) such report exists, (ii) the third
person employed by Agent to perform such valuation consents to such disclosure, and (iii) Borrower executes and delivers to
Agent a non-reliance letter reasonably satisfactory to Agent.


5.8. Compliance
with Laws. Borrower will, and will cause each of its Subsidiaries to, comply with the requirements of all applicable laws,
rules, regulations, and orders of any Governmental Authority, other than laws, rules, regulations, and orders the non-compliance
with which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.


5.9. Environmental.
Borrower will, and will cause each of its Subsidiaries to,


(a)               
Keep any property either owned or operated by Borrower or its Subsidiaries free of any Environmental Liens or post bonds
or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens,


(b)              
Comply with Environmental Laws except where non-compliance could not reasonably be expected to result in a Material Adverse
Effect and provide to Agent documentation of such compliance which Agent reasonably requests,


(c)               
Promptly notify Agent of any release of which Borrower has knowledge of a Hazardous Material in any reportable quantity
from or onto property owned or operated by Borrower or its Subsidiaries and take any Remedial Actions required to abate said release
or otherwise to come into compliance, in all material respects, with applicable Environmental Law, and


(d)              
Promptly, but in any event within 5 Business Days of its receipt thereof, provide Agent with written notice of any of the
following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of Borrower or
its Subsidiaries, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed
against Borrower or its Subsidiaries, and (iii) written notice of a violation, citation, or other administrative order from
a Governmental Authority.




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5.10. Disclosure
Updates. Borrower will, promptly and in no event later than 10 Business Days after obtaining knowledge thereof, notify
Agent if any written information, exhibit, or report (other than any information of a general economic nature and general information
about Borrower's industry) furnished to Agent or the Lenders contained, at the time it was furnished, any untrue statement of
a material fact or omitted to state any material fact necessary to make the statements contained therein (taken as a whole) not
misleading in light of the circumstances in which made (it being understood that with respect to Projections and other forward-looking
statements, the same are subject to the proviso in the last sentence in Section 4.12). The foregoing to the contrary notwithstanding,
any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material
fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement
or any of the Schedules hereto.


5.11. Formation
of Subsidiaries. Borrower will, within 30 days (or such later date as permitted by Agent in its sole discretion) after
formation or acquisition by any Loan Party of any direct or indirect Subsidiary after the Closing Date, (a) cause such new
Subsidiary that is a Domestic Subsidiary (other than any Immaterial Subsidiary until such time that such Subsidiary is no longer
an Immaterial Subsidiary) to provide to Agent a guaranty of the Obligations, together with such other security agreements (including
Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $2,500,000),
as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in
form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject
to Permitted Liens) in and to the assets of such newly formed or acquired Domestic Subsidiary to secure its guaranty of the Obligations),
(b) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement and appropriate certificates and
powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and
substance reasonably satisfactory to Agent to secure the Obligations; provided, that only 65% of the total outstanding
voting Equity Interests of any first tier Subsidiary of Borrower that is a CFC (and none of the Equity Interests of any Subsidiary
of such CFC) shall be required to be pledged if pledging a greater amount could reasonably be expected to result in adverse tax
consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation
with Borrower) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably
requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other
documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its reasonable opinion, is
appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of
title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgage). Any document,
agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.




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5.12. Further
Assurances. Borrower will, and will cause each of the other Loan Parties to, at any time upon the reasonable request of
Agent, execute or deliver to Agent any and all financing statements, fixture filings, security agreements, pledges, assignments,
mortgages, deeds of trust, opinions of counsel, and all other documents (the "Additional Documents") that Agent
may reasonably request in form and substance reasonably satisfactory to Agent, to create, perfect, and continue perfected or to
better perfect Agent's Liens in all of the assets (other than those assets whose creation or perfection is explicitly not required
pursuant to the Loan Documents) of Borrower and the other Loan Parties (whether now owned or hereafter arising or acquired, tangible
or intangible, real or personal), to create and perfect Liens in favor of Agent in any Real Property acquired by Borrower or any
other Loan Party with a fair market value in excess of $2,500,000, and in order to fully consummate all of the transactions contemplated
hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, if Borrower or any other Loan Party
refuses or fails to execute or deliver any reasonably requested Additional Documents within a reasonable period of time following
the request to do so, Borrower and each other Loan Party hereby authorizes Agent to execute any such Additional Documents in the
applicable Loan Party's name and authorizes Agent to file such executed Additional Documents in any appropriate filing office.
In furtherance of, and not in limitation of, the foregoing, each Loan Party shall take such actions as Agent may reasonably request
from time to time to ensure that the Obligations are guarantied by the Guarantors and are secured by substantially all of the
assets of Borrower and the other Loan Parties, including all of the outstanding capital Equity Interests of Borrower's Subsidiaries
(subject to exceptions and limitations contained in the Loan Documents with respect to CFCs and Subsidiaries thereof).


5.13. Lender
Meetings. Borrower will, within 90 days after the close of each fiscal year of Borrower, at the request of Agent or of
the Required Lenders and upon reasonable prior notice, hold a meeting (at a mutually agreeable time and location (which may be
by conference call)) with all Lenders who choose to attend such meeting at which meeting shall be reviewed the financial results
of the previous fiscal year and the financial condition of Borrower and its Subsidiaries and the projections presented for the
current fiscal year of Borrower.


5.14. Location
of Inventory. Borrower will, and will cause each of the other Loan Parties to, keep its Inventory (other than (i) Service
Inventory and (ii) Inventory at any location where the value of all Inventory at such location is less than $1,000,000) only at
the locations identified on Schedule 4.24 and their chief executive offices only at the locations identified on Schedule
7 to the Security Agreement (or corresponding schedule to any other Guaranty and Security Agreement); provided, that Borrower
may amend Schedule 4.24 or Schedule 7 to the Security Agreement (or corresponding schedule to any other Guaranty and Security
Agreement) so long as (x) with respect to any such amendment evidencing a relocation of a chief executive office, such amendment
occurs by written notice to Agent not less than 5 Business Days prior to the date on which such chief executive office is relocated
and (y) with respect to any such amendment evidencing a move of such Inventory to a new location, such amendment is delivered
along with the next Compliance Certificate required to be delivered to Administrative Agent in accordance with this Agreement
with respect to a month ending on a calendar quarter; provided further, that, during any period when the aggregate
value of all Inventory located at locations not identified on Schedule 4.24 exceeds $5,000,000, in addition to the requirements
set forth in Section 5.2, Borrower shall be required to deliver to Agent an updated Borrowing Base Certificate within 5
Business Days of each move of any Inventory to a location not identified on Schedule 4.24.




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5.15. Cash
Management. The Loan Parties will establish and maintain with Wells Fargo, at all times on and after September 29, 2012,
all Deposit Accounts of Borrower and the other Loan Parties (other than as provided in clauses (i), (ii), (iii) and (iv) of Section
6.9(b) and other than any Deposit Account of Borrower maintained at Silicon Valley Bank specifically and exclusively (x) used
to fund accounts payable or (y) containing proceeds from Foreign Accounts) so long as depository and treasury management services
are offered by Wells Fargo on commercially competitive terms.


		6.	NEGATIVE COVENANTS.



Borrower covenants
and agrees that, until termination of all of the Revolver Commitments and payment in full of the Obligations:


6.1. Indebtedness.
Borrower will not, and will not permit any of its Subsidiaries to create, incur, assume, suffer to exist, guarantee, or otherwise
become or remain, directly or indirectly, liable with respect to any Indebtedness, except for Permitted Indebtedness.


6.2. Liens.
Borrower will not, and will not permit any of its Subsidiaries to create, incur, assume, or suffer to exist, directly or indirectly,
any Lien on or with respect to any of its assets, of any kind, whether now owned or hereafter acquired, or any income or profits
therefrom, except for Permitted Liens.


6.3. Restrictions
on Fundamental Changes. Borrower will not, and will not permit any of its Subsidiaries to,


(a)               
Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization,
or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that Borrower must be
the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and a Subsidiary of such
Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger
between Subsidiaries of Borrower that are not Loan Parties,


(b)              
liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or
dissolution of Immaterial Subsidiaries, (ii) the liquidation or dissolution of a Loan Party (other than Borrower) or any of
its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating
or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the
liquidation or dissolution of a Subsidiary of Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests
of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving
Subsidiary are transferred to a Subsidiary of Borrower that is not liquidating or dissolving, or


(c)               
suspend or cease operating its or their business, except with respect to an Immaterial Subsidiary or as permitted pursuant
to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.




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6.4. Disposal
of Assets. Other than Permitted Dispositions or transactions expressly permitted by Sections 6.3 or 6.9,
Borrower will not, and will not permit any of its Subsidiaries to convey, sell, lease, license, assign, transfer, or otherwise
dispose of (or enter into an agreement to convey, sell, lease, license, assign, transfer, or otherwise dispose of) any of its
or their assets; provided, that Borrower or any such Subsidiary may enter into an agreement to dispose of assets of Borrower
or its Subsidiaries in connection with the repayment in full of the Obligations and the termination of this Agreement and the
Revolver Commitments hereunder so long as (i) such agreement requires that the Net Cash Proceeds from such disposition will be
applied to repay all of the Obligations in full and (ii) Agent receives prompt written notice (and, in any event, written notice
no less than 5 Business Days prior to such repayment in full of the Obligations and termination of this Agreement and the Revolver
Commitments hereunder) of Borrower's or such Subsidiary's entry in such agreement.


6.5. Nature
of Business. Borrower will not, and will not permit any of its Subsidiaries to make any change in the nature of its or
their business as described in Schedule 6.5 or acquire any properties or assets that are not reasonably related to the
conduct of such business activities; provided, that the foregoing shall not prevent Borrower and its Subsidiaries from
engaging in any business that is reasonably related or ancillary to its or their business or is a reasonable extension of its
or their business.


6.6. Prepayments
and Amendments. Borrower will not, and will not permit any of its Subsidiaries to,


(a)               
Except in connection with (i) Refinancing Indebtedness permitted by Section 6.1 and (ii) any payment that is made
solely from the proceeds of an issuance by Borrower of Qualified Equity Interests or by issuing Qualified Equity Interests in satisfaction
or exchange for such Indebtedness so long as, in each case under this clause (ii), no Default or Event of Default shall have occurred
and be continuing or would result therefrom,


(i)                 
unless, immediately after giving effect to any such optional prepayment, redemption, defeasance, purchase or other acquisition,
(x) Borrower shall be in compliance on a pro forma basis with the covenant set forth in Section 7(a) recomputed for the
most recently ended month of Borrower, (x) Borrower shall have Liquidity, as of such date, in an amount equal to or greater than
$30,000,000 and (z) no Default or Event of Default shall have occurred and be continuing or would result therefrom, optionally
prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (A) the
Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances,




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(ii)               
make any payment (including any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase,
retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar payment) with respect to or on account
of any Indebtedness (other than the Convertible Subordinated Debt) that has been contractually subordinated in right of payment
to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; provided, that,
so long as it is permitted by law, and so long as no Default or Event of Default shall have occurred and be continuing or would
result therefrom, Borrower may make payments in exchange for fractional shares in connection with the conversion of any such Indebtedness,
in an otherwise cashless exchange, into Qualified Equity Interests, or


(iii)              
unless, immediately after giving effect to any such payment, (x) Borrower shall be in compliance on a pro forma basis with
the covenant set forth in Section 7(a) recomputed for the most recently ended month of Borrower, (x) Borrower shall have
Liquidity, as of such date, in an amount equal to or greater than $30,000,000 and (z) no Default or Event of Default shall have
occurred and be continuing or would result therefrom, make any payment (including any payment or prepayment of principal of, premium,
if any, or interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund
or similar payment) with respect to or on account of the Convertible Subordinated Debt; provided, that, notwithstanding the foregoing,
so long as it is permitted by law, and so long as no Default or Event of Default shall have occurred and be continuing or would
result therefrom, Borrower may make payments (x) of accrued interest owing with respect to the Convertible Subordinated Debt and
(y) in exchange for fractional shares in connection with the conversion of the Convertible Subordinated Debt, in an otherwise cashless
exchange, into Qualified Equity Interests in accordance with the terms of the Convertible Subordinated Debt Documents, or


(b)              
Directly or indirectly, amend, modify, or change any of the terms or provisions of


(i)                 
any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness (other
than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness
permitted under clauses (c), (e)(i), (e)(ii), solely to the extent the terms or provisions of the Indebtedness being guaranteed
is permitted to be amended, modified or changed, (e)(iii), (j), (l), (m), (p) and (r) of the definition of Permitted Indebtedness);
provided that (x) with respect to any Permitted Indebtedness which is permitted to be refinanced with Refinancing Indebtedness,
Borrower may amend, modify or change any such agreement, instrument, document, indenture, or other writing evidencing such Permitted
Indebtedness if, after giving effect to such amendment, modification or change, such Permitted Indebtedness would be permitted
as Refinancing Indebtedness and (y) Borrower may permit any agreement, instrument, document, indenture, or other writing evidencing
or concerning Subordinated Indebtedness to be amended with the sole effect of allowing the applicable Subordinated Indebtedness
to be converted, in a cashless exchange (other than respect to cash payment made in exchange for fractional shares), into Qualified
Equity Interests, or


(ii)               
the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the
aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.




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6.7. Restricted
Payments. Borrower will not, and will not permit any of its Subsidiaries to make any Restricted Payment; provided, that,
so long as it is permitted by law, and so long as no Default or Event of Default shall have occurred and be continuing or would
result therefrom,


(a)               
Borrower may make Restricted Payments to former employees, officers, or directors of Borrower (or any spouses, ex-spouses,
or estates of any of the foregoing) on account of redemptions of Equity Interests of Borrower held by such Persons, provided, that
the aggregate amount of such redemptions made by Borrower (whether in exchange for cash or the issuance of Indebtedness permitted
pursuant to clause (l) of the definition of Permitted Indebtedness) during the term of this Agreement does not exceed $5,000,000
in the aggregate,


(b)              
Borrower may make Restricted Payments to former employees, officers, or directors of Borrower (or any spouses, ex-spouses,
or estates of any of the foregoing), solely in the form of forgiveness of Indebtedness of such Persons owing to Borrower on account
of repurchases of the Equity Interests of Borrower held by such Persons; provided that such Indebtedness was incurred by such Persons
solely to acquire Equity Interests of Borrower,


(c)               
Borrower may permit the Convertible Subordinated Debt to convert into Qualified Equity Interests in accordance with the
terms of the Convertible Subordinated Debt Documents,


(d)              
Borrower may exchange Qualified Equity Interests for other Qualified Equity Interests in a cashless exchange (other than
respect to cash payment made in exchange for fractional shares),


(e)               
(i) a Subsidiary of Borrower may make Restricted Payments to a Loan Party and (ii) a Subsidiary of Borrower that is not
a Domestic Subsidiary may make Restricted Payments to a Subsidiary of Borrower that is not a Domestic Subsidiary, and


(f)                
Borrower or any of its Subsidiaries may make any other Restricted Payments so long as, and to the extent that, immediately
after giving effect to any such Restricted Payment, (i) Borrower shall be in compliance on a pro forma basis with the covenant
set forth in Section 7(a) recomputed for the most recently ended month of Borrower and (ii) Borrower shall have Liquidity,
as of such date, in an amount equal to or greater than $30,000,000.


6.8. Accounting
Methods. Borrower will not, and will not permit any of its Subsidiaries to modify or change its fiscal year or its method
of accounting (other than as may be required to conform to GAAP and other than as necessary to cause any Loan Party acquired after
the Closing Date to have the same fiscal year as Borrower).




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6.9. Investments; Controlled Investments.


(a)               
Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, make or acquire any Investment
or incur any liabilities (including contingent obligations) for or in connection with any Investment except for Permitted Investments.


(b)              
Other than (i) with respect to Deposit Accounts located in the United States, an aggregate amount of not more than
$500,000 at any one time, in the case of Borrower and the other Loan Parties, (ii) amounts deposited into Deposit Accounts
specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for Borrower's or
its Subsidiaries' employees, (iii) amounts deposited in a Deposit Account maintained at Silicon Valley Bank for the sole purpose
of cash collateralizing letters of credit issued by Silicon Valley Bank in favor of Borrower or any other Loan Party up to an aggregate
amount, as of any date of determination, not to exceed the aggregate undrawn amount of all such outstanding letters of credit as
of such date of determination, and (iv) with respect to Deposit Accounts located outside the United States, an aggregate amount
of not more than $15,000,000 at any one time, in the case of Borrower and the other Loan Parties, make, acquire, or permit to exist
Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless
Borrower or such other Loan Party, as applicable, and the applicable bank or securities intermediary have entered into Control
Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent's Liens in such Permitted
Investments. Except as provided in clauses (i), (ii), (iii) and (iv) of the foregoing sentence, Borrower shall not and shall not
permit any other Loan Party to establish or maintain any Deposit Account or Securities Account unless Agent shall have received
a Control Agreement in respect of such Deposit Account or Securities Account, with each such Control Agreement providing, among
other things, that the applicable depository bank will, upon receipt from Agent of a "Notice of Exclusive Control" or
equivalent notice in such Control Agreement, forward, by daily sweep, all amounts in such Deposit Account or Securities Account
to Agent’s Account. Agent hereby agrees that it will not issue such a "Notice of Exclusive Control" or equivalent
notice to the applicable depository bank unless (x) an Event of Default has occurred and is continuing or (y) Average Liquidity,
for any 30 day period, measured as of the end of any such period, is less than (I) $20,000,000, during the period commencing on
the Closing Date and ending on September 30, 2012, or (II) $25,000,000, during the period from and after October 1, 2012.


6.10. Transactions
with Affiliates. Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into
or permit to exist any transaction with any Affiliate of Borrower or any of its Subsidiaries except for:


(a)               
transactions (other than the payment of management, consulting, monitoring, or advisory fees) between Borrower or its Subsidiaries,
on the one hand, and any Affiliate of Borrower or its Subsidiaries, on the other hand, so long as such transactions (i) are
fully disclosed to Agent prior to the consummation thereof, if they involve one or more payments by Borrower or its Subsidiaries
in excess of $5,000,000 for any single transaction or series of related transactions, and (ii) are no less favorable, taken
as a whole, to Borrower or its Subsidiaries, as applicable, than would be obtained in an arm's length transaction with a non-Affiliate,




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(b)              
so long as it has been approved by Borrower's or its applicable Subsidiary's Board of Directors in accordance with applicable
law, any indemnity provided for the benefit of directors (or comparable managers) of Borrower or its applicable Subsidiary,


(c)               
so long as it has been approved by Borrower's or its applicable Subsidiary's Board of Directors in accordance with applicable
law, the payment of reasonable compensation, severance, or employee benefit arrangements to employees, officers, and outside directors
of Borrower and its Subsidiaries in the ordinary course of business and consistent with industry practice,


(d)              
(i) transactions permitted by Section 6.3 or Section 6.7, (ii) transactions pursuant to, and made in accordance
with, the Transfer Pricing Program, (iii) any Permitted Intercompany Advance, (iv) transactions permitted under clause (j) of the
definition of Permitted Dispositions, and (v) Investments permitted under clauses (h) and (n) of the definition of Permitted Investments,
and


(e)               
Indebtedness owing to Affiliates permitted under clause (n) of the definition of Permitted Indebtedness or loans or advances
to Affiliates permitted under clause (k) of the definition of Permitted Investments.


6.11. Use
of Proceeds. Borrower will not, and will not permit any of its Subsidiaries to use the proceeds of any loan made hereunder
for any purpose other than (a) on the Closing Date, (i) to repay, in full, the outstanding principal, accrued interest,
and accrued fees and expenses owing under or in connection with the Existing Credit Facility, and (ii) to pay the fees, costs,
and expenses incurred in connection with this Agreement, the other Loan Documents, and the transactions contemplated hereby and
thereby, in each case, as set forth in the Flow of Funds Agreement, and (b) thereafter, consistent with the terms and conditions
hereof, for their lawful and permitted purposes (including that no part of the proceeds of the loans made to Borrower will be
used to purchase or carry any such Margin Stock or to extend credit to others for the purpose of purchasing or carrying any such
Margin Stock or for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors).


6.12. Limitation
on Issuance of Equity Interests. Except for the issuance or sale of Qualified Equity Interests by Borrower, Borrower will
not, and will not permit any of its Subsidiaries to issue or sell or enter into any agreement or arrangement for the issuance
or sale of any of its Equity Interests other than, so long as such issuance or sale is permitted pursuant to clause (j) of the
definition of Permitted Dispositions, to a Loan Party or its Subsidiaries.


6.13. [Intentionally
Omitted].


6.14. Immaterial
Subsidiaries. Borrower will not permit any Immaterial Subsidiary to (a) own or generate any Accounts or Inventory,
(b) have revenues in any fiscal year in excess of $250,000 (other than, in the case of Quantum International, revenue generated
through foreign branch offices pursuant to the Transfer Pricing Program) or (c) receive or generate any royalty revenue, unless
Borrower causes such Immaterial Subsidiary to provide to Agent a guaranty of the Obligations, together with such other security
agreements and appropriate financing statements in accordance with Section 5.11.


		7.	FINANCIAL COVENANTS.



Borrower covenants
and agrees that, until termination of all of the Revolver Commitments and payment in full of the Obligations, Borrower will:


(a)               
Fixed Charge Coverage Ratio. Have a Fixed Charge Coverage Ratio, measured on a month-end basis, of at least 1.20
for the 12 month period ending on the last day of such month.


(b)              
Minimum Liquidity. (i) During the period commencing on the Closing Date and ending on September 30, 2012, maintain
Average Liquidity for the most recently completed month (or, with respect to the month ended March 31, 2012, partial month) of
at least $15,000,000 and (ii) during the period from and after October 1, 2012, maintain Average Liquidity for the most recently
completed month of at least $20,000,000.




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		8.	EVENTS OF DEFAULT.



Any one or more of
the following events shall constitute an event of default (each, an "Event of Default") under this Agreement:


8.1. Payments.
If Borrower fails to pay when due and payable (whether at the due date thereof or at a date fixed for mandatory repayment thereof
or by acceleration thereof or otherwise), (a) all or any portion of the Obligations consisting of interest, fees, or charges
due the Lender Group, reimbursement of Lender Group Expenses, or other amounts (other than any portion thereof constituting principal)
constituting Obligations (including any portion thereof that accrues after the commencement of an Insolvency Proceeding, regardless
of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), and such failure continues
for a period of 3 Business Days, (b) all or any portion of the principal of the Loans, or (c) any amount payable to
Issuing Lender in reimbursement of any drawing under a Letter of Credit;


8.2. Covenants.
If any Loan Party or any of its Subsidiaries:


(a)               
fails to perform or observe any covenant or other agreement contained in any of (i) Sections 3.6, 5.3
(solely if a Loan Party is not in good standing in its jurisdiction of organization), 5.6(a), 5.14, or 5.15
of this Agreement, (ii) Section 6, or (iii) Section 7;


(b)              
fails to perform or observe any covenant or other agreement contained in any of (i) Sections 5.1, 5.2, or
5.7 (solely if a Loan Party refuses to allow Agent or its representatives or agents to visit such Loan Party's properties,
inspect its assets or books or records, examine and make copies of its books and records, or discuss such Loan Party's affairs,
finances, and accounts with officers and employees of such Loan Party) of this Agreement or (ii) Section 6 of the Security
Agreement (or corresponding section of any other Guaranty and Security Agreement) and, in each case, such failure continues for
a period of 3 Business Days after the earlier of (x) the date on which such failure shall first become known to any officer
of Borrower or (y) the date on which written notice thereof is given to a Loan Party by Agent;





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(c)               
fails to perform or observe any covenant or other agreement contained in any of Sections 5.3 (other than if a Loan
Party is not in good standing in its jurisdiction of organization), 5.4, 5.5, 5.6(b), 5.8, 5.10,
5.11 and 5.12 of this Agreement and such failure continues for a period of 15 days after the earlier of (i) the
date on which such failure shall first become known to any officer of Borrower or (ii) the date on which written notice thereof
is given to a Loan Party by Agent; or


(d)              
fails to perform or observe any covenant or other agreement contained in this Agreement, or in any of the other Loan Documents,
in each case, other than any such covenant or agreement that is the subject of another provision of this Section 8 (in which
event such other provision of this Section 8 shall govern), and such failure continues for a period of 30 days after the
earlier of (i) the date on which such failure shall first become known to any officer of a Loan Party or (ii) the date on which
written notice thereof is given to Borrower by Agent;


8.3. Judgments.
If one or more judgments, orders, or awards for the payment of money involving an aggregate amount of $2,500,000, or more (except
to the extent fully covered (other than to the extent of customary deductibles) by insurance pursuant to which the insurer has
not denied coverage) is entered or filed against a Loan Party or any of its Subsidiaries, or with respect to any of their respective
assets, and either (a) there is a period of 30 consecutive days at any time after the entry of any such judgment, order,
or award during which (1) the same is not discharged, satisfied, vacated, or bonded pending appeal, or (2) a stay of
enforcement thereof is not in effect, or (b) enforcement proceedings are commenced upon such judgment, order, or award;


8.4. Voluntary
Bankruptcy, etc. If an Insolvency Proceeding is commenced by a Loan Party or any of its Subsidiaries;


8.5. Involuntary
Bankruptcy, etc. If an Insolvency Proceeding is commenced against a Loan Party or any of its Subsidiaries and any of the
following events occur: (a) such Loan Party or such Subsidiary consents to the institution of such Insolvency Proceeding
against it, (b) the petition commencing the Insolvency Proceeding is not timely controverted, (c) the petition commencing
the Insolvency Proceeding is not dismissed within 60 calendar days of the date of the filing thereof, (d) an interim trustee
is appointed to take possession of all or any substantial portion of the properties or assets of, or to operate all or any substantial
portion of the business of, such Loan Party or its Subsidiary, or (e) an order for relief shall have been issued or entered
therein;


8.6. Default
Under Other Agreements. If there is (a) an "Event of Default" (as defined in the Convertible Subordinated
Debt Documents), (b) a default in one or more agreements to which a Loan Party or any of its Subsidiaries is a party with
one or more third Persons relative to a Loan Party's or any of its Subsidiaries' Indebtedness involving an aggregate amount of
$2,500,000 or more, and such default (i) occurs at the final maturity of the obligations thereunder, or (ii) results
in a right by such third Person, irrespective of whether exercised, to accelerate the maturity of such Loan Party's or its Subsidiary's
obligations thereunder, or (c) a default in or an involuntary early termination of one or more Hedge Agreements to which
a Loan Party or any of its Subsidiaries is a party;




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8.7. Representations,
etc. If any warranty, representation, certificate, statement, or Record made herein or in any other Loan Document or delivered
in writing to Agent or any Lender in connection with this Agreement or any other Loan Document proves to be untrue in any material
respect (except that such materiality qualifier shall not be applicable to any representations and warranties that already are
qualified or modified by materiality in the text thereof) as of the date of issuance or making or deemed making thereof;


8.8. Guaranty.
If any material obligation of any Guarantor under the guaranty contained in any Guaranty and Security Agreement is limited or
terminated by operation of law or by such Guarantor (other than in accordance with the terms of this Agreement);


8.9. Security
Documents. If any Guaranty and Security Agreement or any other Loan Document that purports to create a Lien, shall, for
any reason (other than to the extent such creation or perfection is explicitly not required pursuant to the terms thereof), fail
or cease to create a valid and perfected and, except to the extent of Permitted Liens which are non-consensual Permitted Liens,
permitted purchase money Liens or the interests of lessors under Capital Leases, first priority Lien on the Collateral covered
thereby, except (a) as a result of a disposition of the applicable Collateral in a transaction permitted under this Agreement,
(b) with respect to Collateral the aggregate value of which, for all such Collateral, does not exceed at any time, $1,000,000
or (c) as the result of an action or failure to act on the part of Agent;


8.10. Loan
Documents. The validity or enforceability of any Loan Document shall at any time for any reason (other than solely as
the result of an action or failure to act on the part of Agent) be declared to be null and void, or a proceeding shall be commenced
by a Loan Party or its Subsidiaries, or by any Governmental Authority having jurisdiction over a Loan Party or its Subsidiaries,
seeking to establish the invalidity or unenforceability thereof, or a Loan Party or its Subsidiaries shall deny that such Loan
Party or its Subsidiaries has any liability or obligation purported to be created under any Loan Document; or


8.11. Change
of Control. A Change of Control shall occur, whether directly or indirectly.


		9.	RIGHTS AND REMEDIES.



9.1. Rights
and Remedies. Upon the occurrence and during the continuation of an Event of Default, Agent may, and, at the instruction
of the Required Lenders, shall (in each case under clauses (a) or (b) by written notice to Borrower), in addition to any other
rights or remedies provided for hereunder or under any other Loan Document or by applicable law, do any one or more of the following:


(a)               
(i) declare the principal of, and any and all accrued and unpaid interest and fees in respect of, the Loans and all
other Obligations (other than the Bank Product Obligations), whether evidenced by this Agreement or by any of the other Loan Documents
to be immediately due and payable, whereupon the same shall become and be immediately due and payable and Borrower shall be obligated
to repay all of such Obligations in full, without presentment, demand, protest, or further notice or other requirements of any
kind, all of which are hereby expressly waived by Borrower, (ii) terminate any Letter of Credit that may be terminated in
accordance with its terms, and (iii) direct Borrower to provide (and Borrower agrees that upon receipt of such notice it will
provide) Letter of Credit Collateralization to Agent to be held as security for Borrower's reimbursement obligations for drawings
that may subsequently occur under issued and outstanding Letters of Credit;




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(b)              
declare the Revolver Commitments terminated, whereupon the Revolver Commitments shall immediately be terminated together
with (i) any obligation of any Revolving Lender to make Revolving Loans, (ii) the obligation of the Swing Lender to make
Swing Loans, and (iii) the obligation of Issuing Lender to issue Letters of Credit; and


(c)               
exercise all other rights and remedies available to Agent or the Lenders under the Loan Documents, under applicable law,
or in equity.


The foregoing to the contrary notwithstanding,
upon the occurrence of any Event of Default described in Section 8.4 or Section 8.5, in addition to the remedies
set forth above, without any notice to Borrower or any other Person or any act by the Lender Group, the Revolver Commitments shall
automatically terminate and the Obligations (other than the Bank Product Obligations), inclusive of the principal of, and any and
all accrued and unpaid interest and fees in respect of, the Loans and all other Obligations (other than the Bank Product Obligations),
whether evidenced by this Agreement or by any of the other Loan Documents, shall automatically become and be immediately due and
payable and Borrower shall automatically be obligated to repay all of such Obligations in full (including Borrower being obligated
to provide (and Borrower agrees that it will provide) (1) Letter of Credit Collateralization to Agent to be held as security
for Borrower's reimbursement obligations in respect of drawings that may subsequently occur under issued and outstanding Letters
of Credit and (2) Bank Product Collateralization to be held as security for Borrower's or its Subsidiaries' obligations in
respect of outstanding Bank Products), without presentment, demand, protest, or notice or other requirements of any kind, all of
which are expressly waived by Borrower.


9.2. Remedies
Cumulative. The rights and remedies of the Lender Group under this Agreement, the other Loan Documents, and all other
agreements shall be cumulative. The Lender Group shall have all other rights and remedies not inconsistent herewith as provided
under the Code, by law, or in equity. No exercise by the Lender Group of one right or remedy shall be deemed an election, and
no waiver by the Lender Group of any Event of Default shall be deemed a continuing waiver. No delay by the Lender Group shall
constitute a waiver, election, or acquiescence by it.


		10.	WAIVERS; INDEMNIFICATION.



10.1. Demand;
Protest; etc. Borrower waives demand, protest, notice of protest, notice of default or dishonor, notice of payment and
nonpayment, nonpayment at maturity, release, compromise, settlement, extension, or renewal of documents, instruments, chattel
paper, and guarantees at any time held by the Lender Group on which Borrower may in any way be liable.


10.2. The
Lender Group's Liability for Collateral. Borrower hereby agrees that: (a) so long as Agent complies with its obligations,
if any, under the Code, the Lender Group shall not in any way or manner be liable or responsible for: (i) the safekeeping
of the Collateral, (ii) any loss or damage thereto occurring or arising in any manner or fashion from any cause, (iii) any
diminution in the value thereof, or (iv) any act or default of any carrier, warehouseman, bailee, forwarding agency, or other
Person, and (b) all risk of loss, damage, or destruction of the Collateral shall be borne by Borrower.




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10.3. Indemnification.
Borrower shall pay, indemnify, defend, and hold the Agent-Related Persons, the Lender-Related Persons, and each Participant (each,
an "Indemnified Person") harmless (to the fullest extent permitted by law) from and against any and all claims,
demands, suits, actions, investigations, proceedings, liabilities, fines, costs, penalties, and damages, and all reasonable and
documented fees and disbursements of attorneys' (provided that, other than in connection with terminating, enforcing or defending
of this Agreement or any of the other Loan Document, such indemnification of attorneys' cost and expenses shall be limited to
one counsel for all such Indemnified Persons (and, if necessary, one local counsel in each applicable jurisdiction and, in the
case of an actual or potential conflict of interest among any one or more Indemnified Persons, one additional counsel for each
group of similarly situated Indemnified Persons)), experts, or consultants and all other costs and expenses actually incurred
in connection therewith or in connection with the enforcement of this indemnification (as and when they are incurred and irrespective
of whether suit is brought), at any time asserted against, imposed upon, or incurred by any of them (a) in connection with
or as a result of or related to the execution and delivery (provided that Borrower shall not be liable for costs and expenses
(including attorneys' fees) of any Lender (other than WFCF) incurred in advising, structuring, drafting, reviewing, administering
or syndicating the Loan Documents), enforcement, performance, or administration (including any restructuring or workout with respect
hereto) of this Agreement, any of the other Loan Documents, or the transactions contemplated hereby or thereby or the monitoring
of Borrower's and its Subsidiaries' compliance with the terms of the Loan Documents (provided, that the indemnification
in this clause (a) shall not extend to (i) disputes solely between or among the Lenders, (ii) disputes solely between
or among the Lenders and their respective Affiliates; it being understood and agreed that the indemnification in this clause (a)
shall extend to Agent (but not the Lenders) relative to disputes between or among Agent on the one hand, and one or more Lenders,
or one or more of their Affiliates, on the other hand, or (iii) any Taxes or any costs attributable to Taxes, which shall
be governed solely by Section 16), (b) with respect to any investigation, litigation, or proceeding related to this
Agreement, any other Loan Document, or the use of the proceeds of the credit provided hereunder (irrespective of whether any Indemnified
Person is a party thereto), or any act, omission, event, or circumstance in any manner related thereto, and (c) in connection
with or arising out of any presence or release of Hazardous Materials at, on, under, to or from any assets or properties owned,
leased or operated by Borrower or any of its Subsidiaries or any Environmental Actions, Environmental Liabilities or Remedial
Actions related in any way to any such assets or properties of Borrower or any of its Subsidiaries (each and all of the foregoing,
the "Indemnified Liabilities"). The foregoing to the contrary notwithstanding, Borrower shall have no obligation
to any Indemnified Person under this Section 10.3 with respect to any Indemnified Liability that a court of competent jurisdiction
finally determines to have resulted from the gross negligence or willful misconduct of such Indemnified Person or its officers,
directors, employees, attorneys', or agents. This provision shall survive the termination of this Agreement and the repayment
in full of the Obligations. If any Indemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified
Liability as to which Borrower was required to indemnify the Indemnified Person receiving such payment, the Indemnified Person
making such payment is entitled to be indemnified and reimbursed by Borrower with respect thereto. WITHOUT LIMITATION, THE
FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE
CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON.




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		11.	NOTICES.



Unless otherwise provided
in this Agreement, all notices or demands relating to this Agreement or any other Loan Document shall be in writing and (except
for financial statements and other informational documents which may be sent by first-class mail, postage prepaid) shall be personally
delivered or sent by registered or certified mail (postage prepaid, return receipt requested), overnight courier, electronic mail
(at such email addresses as a party may designate in accordance herewith), or telefacsimile. In the case of notices or demands
to Borrower or Agent, as the case may be, they shall be sent to the respective address set forth below:


	If to Borrower:	QUANTUM CORPORATION 

3600 136 Place SE, Suite 300

Bellevue, WA 98006

Attn: Jodi Tveit

Fax No. (425) 201-1577
	 	 
	with copies to:	LATHAM & WATKINS LLP

140 Scott Drive

Menlo Park, California 94025

Attn: Tad J. Freese, Esq.

Fax No. (650) 463-2600
	 	 
	If to Agent:	WELLS FARGO CAPITAL FINANCE, LLC

2450 Colorado Avenue, Suite 3000W

Santa Monica, California 90404-3597

Attn: Account Manager – Specific Manager

Fax No. (866) 882-4479
	 	 
	with copies to:	GOLDBERG KOHN LTD.

55 East Monroe Street, Suite 3300

Chicago, Illinois 60603

Attn: Seth H. Good, Esq.

Fax No.: (312) 863-7838


 


Any party hereto may
change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other
party. All notices or demands sent in accordance with this Section 11, shall be deemed received on the earlier of the date
of actual receipt or 3 Business Days after the deposit thereof in the mail; provided, that (a) notices sent by overnight
courier service shall be deemed to have been given when received, (b) notices by facsimile shall be deemed to have been given
when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the
opening of business on the next Business Day for the recipient) and (c) notices by electronic mail shall be deemed received
upon the sender's receipt of an acknowledgment from the intended recipient (such as by the "return receipt requested"
function, as available, return email or other written acknowledgment).




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		12.	CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE PROVISION.



(a)               
THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN
DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, THE RIGHTS
OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO, AND
ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.


(b)              
THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY
OF LOS ANGELES, STATE OF CALIFORNIA; PROVIDED, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY
MAY BE BROUGHT, AT AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL
OR OTHER PROPERTY MAY BE FOUND. BORROWER AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW,
ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT
ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 12(b).


(c)               
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND EACH MEMBER OF THE LENDER GROUP HEREBY WAIVE THEIR RESPECTIVE
RIGHTS, IF ANY, TO A JURY TRIAL OF ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING
OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH
OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS (EACH A "CLAIM"). BORROWER AND EACH MEMBER OF THE LENDER
GROUP REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION
WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.




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(d)              
THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL
COURTS LOCATED IN THE COUNTY OF LOS ANGELES AND THE STATE OF CALIFORNIA, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO ANY LOAN DOCUMENTS, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. 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 AGENT 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.


(e)               
EACH PARTY HERETO AGREES THAT SUCH PARTY WILL NOT MAKE ANY CLAIM BY SUCH PARTY AGAINST ANY OTHER PARTY TO THIS AGREEMENT,
OR ANY AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE, COUNSEL, REPRESENTATIVE, AGENT, OR ATTORNEY-IN-FACT OF ANY OF THEM FOR ANY SPECIAL,
INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING
OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY ACT, OMISSION, OR EVENT
OCCURRING IN CONNECTION THEREWITH, AND EACH PARTY HERETO HEREBY WAIVES, RELEASES, AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH
DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.


(f)                
IN THE EVENT ANY LEGAL PROCEEDING IS FILED IN A COURT OF THE STATE OF CALIFORNIA (THE "COURT") BY OR AGAINST
ANY PARTY HERETO IN CONNECTION WITH ANY CLAIM AND THE WAIVER SET FORTH IN CLAUSE (C) ABOVE IS NOT ENFORCEABLE IN SUCH PROCEEDING,
THE PARTIES HERETO AGREE AS FOLLOWS:


(i)                 
WITH THE EXCEPTION OF THE MATTERS SPECIFIED IN SUBCLAUSE (ii) BELOW, ANY CLAIM SHALL BE DETERMINED BY A GENERAL REFERENCE
PROCEEDING IN ACCORDANCE WITH THE PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 THROUGH 645.1. THE PARTIES INTEND
THIS GENERAL REFERENCE AGREEMENT TO BE SPECIFICALLY ENFORCEABLE. VENUE FOR THE REFERENCE PROCEEDING SHALL BE IN THE COUNTY OF LOS
ANGELES, CALIFORNIA.




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(ii)               
THE FOLLOWING MATTERS SHALL NOT BE SUBJECT TO A GENERAL REFERENCE PROCEEDING: (A) NON-JUDICIAL FORECLOSURE OF ANY
SECURITY INTERESTS IN REAL OR PERSONAL PROPERTY, (B) EXERCISE OF SELF-HELP REMEDIES (INCLUDING SET-OFF OR RECOUPMENT), (C) APPOINTMENT
OF A RECEIVER, AND (D) TEMPORARY, PROVISIONAL, OR ANCILLARY REMEDIES (INCLUDING WRITS OF ATTACHMENT, WRITS OF POSSESSION,
TEMPORARY RESTRAINING ORDERS, OR PRELIMINARY INJUNCTIONS). THIS AGREEMENT DOES NOT LIMIT THE RIGHT OF ANY PARTY TO EXERCISE OR
OPPOSE ANY OF THE RIGHTS AND REMEDIES DESCRIBED IN CLAUSES (A) - (D) AND ANY SUCH EXERCISE OR OPPOSITION DOES NOT WAIVE THE RIGHT
OF ANY PARTY TO PARTICIPATE IN A REFERENCE PROCEEDING PURSUANT TO THIS AGREEMENT WITH RESPECT TO ANY OTHER MATTER.


(iii)              
UPON THE WRITTEN REQUEST OF ANY PARTY, THE PARTIES SHALL SELECT A SINGLE REFEREE, WHO SHALL BE A RETIRED JUDGE OR JUSTICE.
IF THE PARTIES DO NOT AGREE UPON A REFEREE WITHIN 10 DAYS OF SUCH WRITTEN REQUEST, THEN, ANY PARTY SHALL HAVE THE RIGHT TO REQUEST
THE COURT TO APPOINT A REFEREE PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 640(B). THE REFEREE SHALL BE APPOINTED TO
SIT WITH ALL OF THE POWERS PROVIDED BY LAW. PENDING APPOINTMENT OF THE REFEREE, THE COURT SHALL HAVE THE POWER TO ISSUE TEMPORARY
OR PROVISIONAL REMEDIES.


(iv)             
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE REFEREE SHALL DETERMINE THE MANNER IN WHICH THE REFERENCE PROCEEDING
IS CONDUCTED INCLUDING THE TIME AND PLACE OF HEARINGS, THE ORDER OF PRESENTATION OF EVIDENCE, AND ALL OTHER QUESTIONS THAT ARISE
WITH RESPECT TO THE COURSE OF THE REFERENCE PROCEEDING. ALL PROCEEDINGS AND HEARINGS CONDUCTED BEFORE THE REFEREE, EXCEPT FOR TRIAL,
SHALL BE CONDUCTED WITHOUT A COURT REPORTER, EXCEPT WHEN ANY PARTY SO REQUESTS A COURT REPORTER AND A TRANSCRIPT IS ORDERED, A
COURT REPORTER SHALL BE USED AND THE REFEREE SHALL BE PROVIDED A COURTESY COPY OF THE TRANSCRIPT. THE PARTY MAKING SUCH REQUEST
SHALL HAVE THE OBLIGATION TO ARRANGE FOR AND PAY THE COSTS OF THE COURT REPORTER, PROVIDED THAT SUCH COSTS, ALONG WITH THE REFEREE'S
FEES, SHALL ULTIMATELY BE BORNE BY THE PARTY WHO DOES NOT PREVAIL, AS DETERMINED BY THE REFEREE.


(v)               
THE REFEREE MAY REQUIRE ONE OR MORE PREHEARING CONFERENCES. THE PARTIES HERETO SHALL BE ENTITLED TO DISCOVERY, AND THE
REFEREE SHALL OVERSEE DISCOVERY IN ACCORDANCE WITH THE RULES OF DISCOVERY, AND SHALL ENFORCE ALL DISCOVERY ORDERS IN THE SAME MANNER
AS ANY TRIAL COURT JUDGE IN PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA.


(vi)             
THE REFEREE SHALL APPLY THE RULES OF EVIDENCE APPLICABLE TO PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA AND SHALL DETERMINE
ALL ISSUES IN ACCORDANCE WITH CALIFORNIA SUBSTANTIVE AND PROCEDURAL LAW. THE REFEREE SHALL BE EMPOWERED TO ENTER EQUITABLE AS WELL
AS LEGAL RELIEF AND RULE ON ANY MOTION WHICH WOULD BE AUTHORIZED IN A TRIAL, INCLUDING MOTIONS FOR DEFAULT JUDGMENT OR SUMMARY
JUDGMENT. THE REFEREE SHALL REPORT HIS OR HER DECISION, WHICH REPORT SHALL ALSO INCLUDE FINDINGS OF FACT AND CONCLUSIONS OF LAW.
THE REFEREE SHALL ISSUE A DECISION AND PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE, SECTION 644, THE REFEREE'S DECISION SHALL
BE ENTERED BY THE COURT AS A JUDGMENT IN THE SAME MANNER AS IF THE ACTION HAD BEEN TRIED BY THE COURT. THE FINAL JUDGMENT OR ORDER
FROM ANY APPEALABLE DECISION OR ORDER ENTERED BY THE REFEREE SHALL BE FULLY APPEALABLE AS IF IT HAS BEEN ENTERED BY THE COURT.




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(vii)            
THE PARTIES RECOGNIZE AND AGREE THAT ALL CLAIMS RESOLVED IN A GENERAL REFERENCE PROCEEDING PURSUANT HERETO WILL BE DECIDED
BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH
PARTY HERETO KNOWINGLY AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT AGREES THAT THIS REFERENCE PROVISION SHALL APPLY TO ANY DISPUTE
BETWEEN THEM THAT ARISES OUT OF OR IS RELATED TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.


		13.	ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.



13.1. Assignments
and Participations.


(a)               
(i) Subject to the conditions set forth in clause (a)(ii) below, any Lender may assign and delegate all or any portion of
its rights and duties under the Loan Documents (including the Obligations owed to it and its Revolver Commitments) to one or more
assignees (each, an "Assignee"), with the prior written consent (such consent not be unreasonably withheld or
delayed) of:


(A)             
Borrower; provided, that no consent of Borrower shall be required (1) if an Event of Default has occurred and
is continuing, or (2) in connection with an assignment to a Person that is a Non-Defaulting Lender or an Affiliate (other
than natural persons) thereof; provided further, that Borrower shall be deemed to have consented to a proposed assignment
unless it objects thereto by written notice to Agent within 10 Business Days after having received notice thereof; and


(B)             
Agent, Swing Lender, and Issuing Lender.




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(ii)               
Assignments shall be subject to the following additional conditions:


(A)             
no assignment may be made to a natural person,


(B)             
no assignment may be made to a Loan Party or an Affiliate of a Loan Party,


(C)             
the amount of the Revolver Commitments and the other rights and obligations of the assigning Lender hereunder and under
the other Loan Documents subject to each such assignment (determined as of the date the Assignment and Acceptance with respect
to such assignment is delivered to Agent) shall be in a minimum amount (unless waived by Agent) of $5,000,000 (except such minimum
amount shall not apply to (I) an assignment or delegation by any Lender to any other Lender, an Affiliate of any Lender, or
a Related Fund of such Lender or (II) a group of new Lenders, each of which is an Affiliate of each other or a Related Fund
of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000);


(D)             
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;


(E)              
the parties to each assignment shall execute and deliver to Agent an Assignment and Acceptance; provided, that Borrower
and Agent may continue to deal solely and directly with the assigning Lender in connection with the interest so assigned to an
Assignee until written notice of such assignment, together with payment instructions, addresses, and related information with respect
to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee;


(F)              
unless waived by Agent, the assigning Lender or Assignee has paid to Agent, for Agent's separate account, a processing fee
in the amount of $3,500; and


(G)             
the assignee, if it is not a Lender, shall deliver to Agent an Administrative Questionnaire in a form approved by Agent
(the "Administrative Questionnaire").


(b)              
From and after the date that Agent receives the executed Assignment and Acceptance and, if applicable, payment of the required
processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder
have been assigned to it pursuant to such Assignment and Acceptance, shall be a "Lender" and shall have the rights and
obligations of a Lender under the Loan Documents, and (ii) the assigning Lender shall, to the extent that rights and obligations
hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its
rights (except with respect to Section 10.3) and be released from any future obligations under this Agreement (and in the
case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under
this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto); provided, that nothing
contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, including
such assigning Lender's obligations under Section 15 and Section 17.9(a).




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(c)               
By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm
to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance,
such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties
or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (ii) such assigning Lender makes
no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance
or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto,
(iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (iv) such
Assignee will, independently and without reliance upon Agent, such assigning Lender 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 this Agreement, (v) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under
this Agreement and the other Loan Documents as are delegated to Agent, by the terms hereof and thereof, together with such powers
as are reasonably incidental thereto, and (vi) such Assignee agrees that it will perform all of the obligations which by the
terms of this Agreement are required to be performed by it as a Lender.


(d)              
Immediately upon Agent's receipt of the required processing fee, if applicable, and delivery of notice to the assigning
Lender pursuant to Section 13.1(b), this Agreement shall be deemed to be amended to the extent, but only to the extent,
necessary to reflect the addition of the Assignee and the resulting adjustment of the Revolver Commitments arising therefrom. The
Revolver Commitment allocated to each Assignee shall reduce such Revolver Commitments of the assigning Lender pro tanto.


(e)               
Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons (a "Participant")
participating interests in all or any portion of its Obligations, its Revolver Commitment, and the other rights and interests of
that Lender (the "Originating Lender") hereunder and under the other Loan Documents; provided, that (i) the
Originating Lender shall remain a "Lender" for all purposes of this Agreement and the other Loan Documents and the Participant
receiving the participating interest in the Obligations, the Revolver Commitments, and the other rights and interests of the Originating
Lender hereunder shall not constitute a "Lender" hereunder or under the other Loan Documents and the Originating Lender's
obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the
performance of such obligations, (iii) Borrower, Agent, and the Lenders shall continue to deal solely and directly with the
Originating Lender in connection with the Originating Lender's rights and obligations under this Agreement and the other Loan Documents,
(iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any
amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment
to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity
date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the
Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the Collateral or
guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder
in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable
to such Participant through such Lender (other than a waiver of default interest), or (E) decreases the amount or postpones
the due dates of scheduled principal repayments or prepayments or premiums payable to such Participant through such Lender, (v) no
participation shall be sold to a natural person, (vi) no participation shall be sold to a Loan Party or an Affiliate of a
Loan Party, and (vii) all amounts payable by Borrower hereunder shall be determined as if such Lender had not sold such participation,
except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due
and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect
of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest
were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the
Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the
other Loan Documents or any direct rights as to the other Lenders, Agent, Borrower, the Collateral, or otherwise in respect of
the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves.





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(f)                
In connection with any such assignment or participation or proposed assignment or participation or any grant of a security
interest in, or pledge of, its rights under and interest in this Agreement, a Lender may, subject to the provisions of Section
17.9, disclose all documents and information which it now or hereafter may have relating to Borrower and its Subsidiaries and
their respective businesses.


(g)               
Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge,
all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation
A of the Federal Reserve Bank or U.S. Treasury Regulation 31 CFR §203.24, and such Federal Reserve Bank may enforce such pledge
or security interest in any manner permitted under applicable law.


(h)               
Agent (as a non-fiduciary agent on behalf of Borrower) shall maintain, or cause to be maintained, a register (the "Register")
on which it enters the name and address of each Lender as the registered owner of the Revolver Commitments (and the principal amount
thereof and stated interest thereon) held by such Lender (each, a "Registered Loan"). Other than in connection
with an assignment by a Lender of all or any portion of its portion of the Revolver Commitments to an Affiliate of such Lender
or a Related Fund of such Lender (i) a Registered Loan (and the registered note, if any, evidencing the same) may be assigned
or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly
so provide) and (ii) any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing
the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered
note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed
by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new
registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to
the registration of assignment or sale of any Registered Loan (and the registered note, if any evidencing the same), Borrower shall
treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the
owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary.
In the case of any assignment by a Lender of all or any portion of its Revolver Commitments to an Affiliate of such Lender or a
Related Fund of such Lender, and which assignment is not recorded in the Register, the assigning Lender, on behalf of Borrower,
shall maintain a register comparable to the Register.




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(i)                 
In the event that a Lender sells participations in the Registered Loan, such Lender, as a non-fiduciary agent on behalf
of Borrower, shall maintain (or cause to be maintained) a register on which it enters the name of all participants in the Registered
Loans held by it (and the principal amount (and stated interest thereon) of the portion of such Registered Loans that is subject
to such participations) (the "Participant Register"). A Registered Loan (and the registered note, if any, evidencing
the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each
registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing
the same) may be effected only by the registration of such participation on the Participant Register.


(j)                
Agent shall make a copy of the Register (and each Lender shall make a copy of its Participant Register in the extent it
has one) available for review by Borrower from time to time as Borrower may reasonably request.


13.2. Successors.
This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties; provided,
that Borrower may not assign this Agreement or any rights or duties hereunder without the Lenders' prior written consent and
any prohibited assignment shall be absolutely void ab initio. No consent to assignment by the Lenders shall release Borrower
from its Obligations. A Lender may assign this Agreement and the other Loan Documents and its rights and duties hereunder and
thereunder pursuant to Section 13.1 and, except as expressly required pursuant to Section 13.1, no consent or approval
by Borrower is required in connection with any such assignment.


		14.	AMENDMENTS; WAIVERS.



14.1. Amendments
and Waivers.


(a)               
No amendment, waiver or other modification of any provision of this Agreement or any other Loan Document (other than Bank
Product Agreements or the Fee Letter), and no consent with respect to any departure by Borrower therefrom, shall be effective unless
the same shall be in writing and signed by the Required Lenders (or by Agent at the written request of the Required Lenders) and
the Loan Parties that are party thereto and then any such waiver or consent shall be effective, but only in the specific instance
and for the specific purpose for which given; provided, that no such waiver, amendment, or consent shall, unless in writing
and signed by all of the Lenders directly affected thereby and all of the Loan Parties that are party thereto, do any of the following:




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(i)                 
increase the amount of or extend the expiration date of any Revolver Commitment of any Lender or amend, modify, or eliminate
the last sentence of Section 2.4(c)(i),


(ii)               
postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees,
or other amounts due hereunder or under any other Loan Document,


(iii)              
reduce the principal of, or the rate of interest on, any loan or other extension of credit hereunder, or reduce any fees
or other amounts payable hereunder or under any other Loan Document (except (y) in connection with the waiver of applicability
of Section 2.6(c) (which waiver shall be effective with the written consent of the Required Lenders), and (z) that any amendment
or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate
of interest or a reduction of fees for purposes of this clause (iii)),


(iv)             
amend, modify, or eliminate this Section or any provision of this Agreement providing for consent or other action by all
Lenders,


(v)               
amend, modify, or eliminate Section 3.1 or 3.2,


(vi)             
amend, modify, or eliminate Section 15.11,


(vii)            
other than as permitted by Section 15.11, release Agent's Lien in and to all or substantially all of the Collateral,


(viii)          
amend, modify, or eliminate the definitions of "Required Lenders" or "Pro Rata Share",


(ix)             
contractually subordinate any of Agent's Liens,


(x)               
other than in connection with a merger, liquidation, dissolution or sale of such Person expressly permitted by the terms
hereof or the other Loan Documents, release Borrower or any Guarantor from any obligation for the payment of money or consent to
the assignment or transfer by Borrower or any Guarantor of any of its rights or duties under this Agreement or the other Loan Documents,


(xi)             
amend, modify, or eliminate any of the provisions of Section 2.4(b)(i) or (ii), or


(xii)            
amend, modify, or eliminate any of the provisions of Section 13.1 with respect to assignments to, or participations
with, Persons who are Loan Parties or Affiliates of a Loan Party.




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(b)              
No amendment, waiver, modification, or consent shall amend, modify, waive, or eliminate,


(i)                 
the definition of, or any of the terms or provisions of, the Fee Letter, without the written consent of Agent and Borrower
(and shall not require the written consent of any of the Lenders),


(ii)               
any provision of Section 15 pertaining to Agent, or any other rights or duties of Agent under this Agreement or the
other Loan Documents, without the written consent of Agent, Borrower, and the Required Lenders,


(c)               
No amendment, waiver, modification, elimination, or consent shall amend, without written consent of Agent, Borrower and
the Required Lenders, modify, or eliminate the definition of Borrowing Base or any of the defined terms that are used in such definition
to the extent that any such change results in more credit being made available to Borrower based upon the Borrowing Base, but not
otherwise, or the definition of Maximum Revolver Amount,


(d)              
No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement
or the other Loan Documents pertaining to Issuing Lender, or any other rights or duties of Issuing Lender or Underlying Issuer
under this Agreement or the other Loan Documents, without the written consent of Issuing Lender, Agent, Borrower, and the Required
Lenders,


(e)               
No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement
or the other Loan Documents pertaining to Swing Lender, or any other rights or duties of Swing Lender under this Agreement or the
other Loan Documents, without the written consent of Swing Lender, Agent, Borrower, and the Required Lenders,


(f)                
Anything in this Section 14.1 to the contrary notwithstanding, (i) any amendment, modification, elimination,
waiver, consent, termination, or release of, or with respect to, any provision of this Agreement or any other Loan Document that
relates only to the relationship of the Lender Group among themselves, and that does not affect the rights or obligations of Borrower,
shall not require consent by or the agreement of any Loan Party, and (ii) any amendment, waiver, modification, elimination,
or consent of or with respect to any provision of this Agreement or any other Loan Document may be entered into without the consent
of, or over the objection of, any Defaulting Lender.


14.2. Replacement
of Certain Lenders.


(a)               
If (i) any action to be taken by the Lender Group or Agent hereunder requires the consent, authorization, or agreement
of all Lenders or all Lenders affected thereby and if such action has received the consent, authorization, or agreement of the
Required Lenders but not of all Lenders or all Lenders affected thereby, or (ii) any Lender makes a claim for compensation
under Section 16, then Borrower or Agent, upon at least 5 Business Days prior irrevocable notice, may permanently replace
any Lender that failed to give its consent, authorization, or agreement (a "Non-Consenting Lender") or any Lender
that made a claim for compensation (a "Tax Lender") with one or more Replacement Lenders, and the Non-Consenting
Lender or Tax Lender, as applicable, shall have no right to refuse to be replaced hereunder. Such notice to replace the Non-Consenting
Lender or Tax Lender, as applicable, shall specify an effective date for such replacement, which date shall not be later than 15
Business Days after the date such notice is given.




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(b)              
Prior to the effective date of such replacement, the Non-Consenting Lender or Tax Lender, as applicable, and each Replacement
Lender shall execute and deliver an Assignment and Acceptance, subject only to the Non-Consenting Lender or Tax Lender, as applicable,
being repaid in full its share of the outstanding Obligations (without any premium or penalty of any kind whatsoever, but including
(i) all interest, fees and other amounts that may be due in payable in respect thereof, and (ii) an assumption of
its Pro Rata Share of participations in the Letters of Credit). If the Non-Consenting Lender or Tax Lender, as applicable, shall
refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, Agent
may, but shall not be required to, execute and deliver such Assignment and Acceptance in the name or and on behalf of the Non-Consenting
Lender or Tax Lender, as applicable, and irrespective of whether Agent executes and delivers such Assignment and Acceptance, the
Non-Consenting Lender or Tax Lender, as applicable, shall be deemed to have executed and delivered such Assignment and Acceptance.
The replacement of any Non-Consenting Lender or Tax Lender, as applicable, shall be made in accordance with the terms of Section
13.1. Until such time as one or more Replacement Lenders shall have acquired all of the Obligations, the Revolver Commitments,
and the other rights and obligations of the Non-Consenting Lender or Tax Lender, as applicable, hereunder and under the other Loan
Documents, the Non-Consenting Lender or Tax Lender, as applicable, shall remain obligated to make the Non-Consenting Lender's or
Tax Lender's, as applicable, Pro Rata Share of Revolving Loans and to purchase a participation in each Letter of Credit, in an
amount equal to its Pro Rata Share of participations in such Letters of Credit.


14.3. No
Waivers; Cumulative Remedies. No failure by Agent or any Lender to exercise any right, remedy, or option under this
Agreement or any other Loan Document, or delay by Agent or any Lender in exercising the same, will operate as a waiver
thereof. No waiver by Agent or any Lender will be effective unless it is in writing, and then only to the extent specifically
stated. No waiver by Agent or any Lender on any occasion shall affect or diminish Agent's and each Lender's rights thereafter
to require strict performance by Borrower of any provision of this Agreement. Agent's and each Lender's rights under this
Agreement and the other Loan Documents will be cumulative and not exclusive of any other right or remedy that Agent or any
Lender may have.


		15.	AGENT; THE LENDER GROUP.



15.1. Appointment
and Authorization of Agent. Each Lender hereby designates and appoints WFCF as its agent under this Agreement and the
other Loan Documents and each Lender hereby irrevocably authorizes (and by entering into a Bank Product Agreement, each Bank Product
Provider shall be deemed to designate, appoint, and authorize) Agent to execute and deliver each of the other Loan Documents on
its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and
to exercise such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement or any other
Loan Document, together with such powers as are reasonably incidental thereto. Agent agrees to act as agent for and on behalf
of the Lenders (and the Bank Product Providers) on the conditions contained in this Section 15. Any provision to the contrary
contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities,
except those expressly set forth herein or in the other Loan Documents, nor shall Agent have or be deemed to have any fiduciary
relationship with any Lender (or Bank Product Provider), and no implied covenants, functions, responsibilities, duties, obligations
or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent. Without limiting
the generality of the foregoing, the use of the term "agent" in this Agreement or the other Loan Documents with reference
to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any
applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative
relationship between independent contracting parties. Each Lender hereby further authorizes (and by entering into a Bank Product
Agreement, each Bank Product Provider shall be deemed to authorize) Agent to act as the secured party under each of the Loan Documents
that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, Agent shall have and may
use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining
from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan
Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights
or powers to Agent, Lenders agree that Agent shall have the right to exercise the following powers as long as this Agreement remains
in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of
the Obligations, the Collateral, payments and proceeds of Collateral, and related matters, (b) execute or file any and all
financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices
and other written agreements with respect to the Loan Documents, (c) make Revolving Loans, for itself or on behalf of Lenders,
as provided in the Loan Documents, (d) exclusively receive, apply, and distribute payments and proceeds of the Collateral
as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management arrangements as Agent deems
necessary and appropriate in accordance with the Loan Documents for the foregoing purposes, (f) perform, exercise, and enforce
any and all other rights and remedies of the Lender Group with respect to Borrower or its Subsidiaries, the Obligations, the Collateral,
or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as
Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.




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15.2. Delegation
of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees
or attorneys' in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall
not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection
was made without gross negligence or willful misconduct.


15.3. Liability
of Agent. None of the Agent-Related Persons shall (a) be liable for any action taken or omitted to be taken by any
of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except
for its own gross negligence or willful misconduct), or (b) be responsible in any manner to any of the Lenders (or Bank Product
Providers) for any recital, statement, representation or warranty made by Borrower or any of its Subsidiaries or Affiliates, or
any officer or director thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement
or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other
Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan
Document, or for any failure of Borrower or its Subsidiaries or any other party to any Loan Document to perform its obligations
hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lenders (or Bank Product Providers) to ascertain
or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any
other Loan Document, or to inspect the books and records or properties of Borrower or its Subsidiaries.




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15.4. Reliance
by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice,
consent, certificate, affidavit, letter, telegram, telefacsimile or other electronic method of transmission, telex or telephone
message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent, or
made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to Borrower or counsel
to any Lender), independent accountants and other experts selected by Agent. Agent shall be fully justified in failing or refusing
to take any action under this Agreement or any other Loan Document unless Agent shall first receive such advice or concurrence
of the Lenders as it deems appropriate and until such instructions are received, Agent shall act, or refrain from acting, as it
deems advisable. If Agent so requests, it shall first be indemnified to its reasonable satisfaction by the Lenders (and, if it
so elects, the Bank Product Providers) against any and all liability and expense that may be incurred by it by reason of taking
or continuing to take any such action. Agent shall in all cases be fully protected in acting, or in refraining from acting, under
this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders and such request and
any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders (and Bank Product Providers).


15.5. Notice
of Default or Event of Default. Agent shall not be deemed to have knowledge or notice of the occurrence of any Default
or Event of Default, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be
paid to Agent for the account of the Lenders and, except with respect to Events of Default of which Agent has actual knowledge,
unless Agent shall have received written notice from a Lender or Borrower referring to this Agreement, describing such Default
or Event of Default, and stating that such notice is a "notice of default." Agent promptly will notify the Lenders of
its receipt of any such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge
of any Event of Default, such Lender promptly shall notify the other Lenders and Agent of such Event of Default. Each Lender shall
be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.4, Agent shall take such
action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section
9; provided, that unless and until Agent has received any such request, Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.




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15.6. Credit
Decision. Each Lender (and Bank Product Provider) acknowledges that none of the Agent-Related Persons has made any representation
or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of Borrower and its Subsidiaries
or Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender (or Bank
Product Provider). Each Lender represents (and by entering into a Bank Product Agreement, each Bank Product Provider shall be
deemed to represent) to Agent that it has, independently and without reliance upon any Agent-Related Person and based on such
due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business,
prospects, operations, property, financial and other condition and creditworthiness of Borrower or any other Person party to a
Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision
to enter into this Agreement and to extend credit to Borrower. Each Lender also represents (and by entering into a Bank Product
Agreement, each Bank Product Provider shall be deemed to represent) that it will, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents,
and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial
and other condition and creditworthiness of Borrower or any other Person party to a Loan Document. Except for notices, reports,
and other documents expressly herein required to be furnished to the Lenders by Agent, Agent shall not have any duty or responsibility
to provide any Lender (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations,
property, financial and other condition or creditworthiness of Borrower or any other Person party to a Loan Document that may
come into the possession of any of the Agent-Related Persons. Each Lender acknowledges (and by entering into a Bank Product Agreement,
each Bank Product Provider shall be deemed to acknowledge) that Agent does not have any duty or responsibility, either initially
or on a continuing basis (except to the extent, if any, that is expressly specified herein) to provide such Lender (or Bank Product
Provider) with any credit or other information with respect to Borrower, its Affiliates or any of their respective business, legal,
financial or other affairs, and irrespective of whether such information came into Agent's or its Affiliates' or representatives'
possession before or after the date on which such Lender became a party to this Agreement (or such Bank Product Provider entered
into a Bank Product Agreement).


15.7. Costs
and Expenses; Indemnification. Agent may incur and pay Lender Group Expenses to the extent Agent reasonably deems necessary
or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including
court costs, attorneys' fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers,
costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums
paid to maintain the Collateral, whether or not Borrower is obligated to reimburse Agent or Lenders for such expenses pursuant
to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from payments or proceeds
of the Collateral received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of
any amounts to Lenders (or Bank Product Providers). In the event Agent is not reimbursed for such costs and expenses by Borrower
or its Subsidiaries, each Lender hereby agrees that it is and shall be obligated to pay to Agent such Lender's ratable thereof.
Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify
and defend the Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation
of Borrower to do so) from and against any and all Indemnified Liabilities; provided, that no Lender shall be liable for
the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting solely from such Person's gross
negligence or willful misconduct nor shall any Lender be liable for the obligations of any Defaulting Lender in failing to make
a Revolving Loan or other extension of credit hereunder. Without limitation of the foregoing, each Lender shall reimburse Agent
upon demand for such Lender's ratable share of any costs or out of pocket expenses (including attorneys', accountants, advisors,
and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration,
modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is not reimbursed
for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder
and the resignation or replacement of Agent.




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15.8. Agent
in Individual Capacity. WFCF and its Affiliates may make loans to, issue letters of credit for the account of, accept
deposits from, provide Bank Products to, acquire Equity Interests in, and generally engage in any kind of banking, trust, financial
advisory, underwriting, or other business with Borrower and its Subsidiaries and Affiliates and any other Person party to any
Loan Document as though WFCF were not Agent hereunder, and, in each case, without notice to or consent of the other members of
the Lender Group. The other members of the Lender Group acknowledge (and by entering into a Bank Product Agreement, each Bank
Product Provider shall be deemed to acknowledge) that, pursuant to such activities, WFCF or its Affiliates may receive information
regarding Borrower or its Affiliates or any other Person party to any Loan Documents that is subject to confidentiality obligations
in favor of Borrower or such other Person and that prohibit the disclosure of such information to the Lenders (or Bank Product
Providers), and the Lenders acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed
to acknowledge) that, in such circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver
Agent will use its reasonable best efforts to obtain), Agent shall not be under any obligation to provide such information to
them. The terms "Lender" and "Lenders" include WFCF in its individual capacity.


15.9. Successor
Agent. Agent may resign as Agent upon 30 days (10 days if an Event of Default has occurred and is continuing) prior written
notice to the Lenders (unless such notice is waived by the Required Lenders) and Borrower (unless such notice is waived by Borrower
or an Event of Default exists) and without any notice to the Bank Product Providers. If Agent resigns under this Agreement, the
Required Lenders shall be entitled, with (so long as no Event of Default has occurred and is continuing) the consent of Borrower
(such consent not to be unreasonably withheld, delayed, or conditioned), appoint a successor Agent for the Lenders (and the Bank
Product Providers). If, at the time that Agent's resignation is effective, it is acting as Issuing Lender or the Swing Lender,
such resignation shall also operate to effectuate its resignation as Issuing Lender or the Swing Lender, as applicable, and it
shall automatically be relieved of any further obligation to issue Letters of Credit, to cause the Underlying Issuer to issue
Letters of Credit, or to make Swing Loans. If no successor Agent is appointed prior to the effective date of the resignation of
Agent, Agent may appoint, after consulting with the Lenders and Borrower, a successor Agent. If Agent has materially breached
or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing
to remove and replace Agent with a successor Agent from among the Lenders with (so long as no Event of Default has occurred and
is continuing) the consent of Borrower (such consent not to be unreasonably withheld, delayed, or conditioned). In any such event,
upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers,
and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment,
powers, and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of
this Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under
this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent's
notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform
all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.




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15.10. Lender
in Individual Capacity. Any Lender and its respective Affiliates may make loans to, issue letters of credit for the account
of, accept deposits from, provide Bank Products to, acquire Equity Interests in and generally engage in any kind of banking, trust,
financial advisory, underwriting, or other business with Borrower and its Subsidiaries and Affiliates and any other Person party
to any Loan Documents as though such Lender were not a Lender hereunder without notice to or consent of the other members of the
Lender Group (or the Bank Product Providers). The other members of the Lender Group acknowledge (and by entering into a Bank Product
Agreement, each Bank Product Provider shall be deemed to acknowledge) that, pursuant to such activities, such Lender and its respective
Affiliates may receive information regarding Borrower or its Affiliates or any other Person party to any Loan Documents that is
subject to confidentiality obligations in favor of Borrower or such other Person and that prohibit the disclosure of such information
to the Lenders, and the Lenders acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be
deemed to acknowledge) that, in such circumstances (and in the absence of a waiver of such confidentiality obligations, which
waiver such Lender will use its reasonable best efforts to obtain), such Lender shall not be under any obligation to provide such
information to them.




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15.11. Collateral
Matters.


(a)               
The Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall
be deemed to authorize) Agent to release any Lien on any Collateral (i) upon the termination of the Revolver Commitments and
payment and satisfaction in full by Borrower of all of the Obligations, (ii) constituting property being sold or disposed
of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition
is permitted under Section 6.4 (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting
property in which Borrower or its Subsidiaries owned no interest at the time Agent's Lien was granted nor at any time thereafter,
or (iv) constituting property leased to Borrower or its Subsidiaries under a lease that has expired or is terminated in a
transaction permitted under this Agreement. The Loan Parties and the Lenders hereby irrevocably authorize (and by entering into
a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent, based upon the instruction of the Required
Lenders, to (a) consent to, credit bid or purchase (either directly or through one or more acquisition vehicles) all or any
portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Section 363
of the Bankruptcy Code, (b) credit bid or purchase (either directly or through one or more acquisition vehicles) all or any
portion of the Collateral at any sale or other disposition thereof conducted under the provisions of the Code, including pursuant
to Sections 9-610 or 9-620 of the Code, or (c) credit bid or purchase (either directly or through one or more acquisition
vehicles) all or any portion of the Collateral at any other sale or foreclosure conducted by Agent (whether by judicial action
or otherwise) in accordance with applicable law. In connection with any such credit bid or purchase, (i) the Obligations owed
to the Lenders and the Bank Product Providers shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations
with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not
unduly delay the ability of Agent to credit bid or purchase at such sale or other disposition of the Collateral and, if such claims
cannot be estimated without unduly delaying the ability of Agent to credit bid, then such claims shall be disregarded, not credit
bid, and not entitled to any interest in the asset or assets purchased by means of such credit bid) and the Lenders and the Bank
Product Providers whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of
their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the asset or assets so purchased
(or in the Equity Interests of the acquisition vehicle or vehicles that are used to consummate such purchase), and (ii) Agent,
based upon the instruction of the Required Lenders, may accept non-cash consideration, including debt and equity securities issued
by such acquisition vehicle or vehicles and in connection therewith Agent may reduce the Obligations owed to the Lenders and the
Bank Product Providers (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of
Obligations so credit bid) based upon the value of such non-cash consideration. Except as provided above, Agent will not execute
and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all
or substantially all of the Collateral, all of the Lenders (without requiring the authorization of the Bank Product Providers),
or (z) otherwise, the Required Lenders (without requiring the authorization of the Bank Product Providers). Upon request by
Agent or Borrower at any time, the Lenders will (and if so requested, the Bank Product Providers will) confirm in writing Agent's
authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.11; provided,
that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's
opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien
without recourse, representation, or warranty, and (2) 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 any Loan Party in respect of) all
interests retained by any Loan Party, including, the proceeds of any sale, all of which shall continue to constitute part of the
Collateral. The Lenders further hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product
Provider shall be deemed to authorize) Agent, at its option and in its sole discretion, to subordinate any Lien granted to or held
by Agent under any Loan Document to the holder of any Permitted Lien on such property if such Permitted Lien secures Permitted
Purchase Money Indebtedness.




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(b)              
Agent shall have no obligation whatsoever to any of the Lenders (or the Bank Product Providers) to assure that the Collateral
exists or is owned by Borrower or its Subsidiaries or is cared for, protected, or insured or has been encumbered, or that Agent's
Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular
priority, or whether to impose, maintain, reduce, or eliminate any particular reserve hereunder or whether the amount of any such
reserve is appropriate or not, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity,
or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan
Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject
to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given
Agent's own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability
whatsoever to any Lender (or Bank Product Provider) as to any of the foregoing, except as otherwise provided herein.


15.12.               
Restrictions on Actions by Lenders; Sharing of Payments.


(a)               
Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent
it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such
Lender to Borrower or its Subsidiaries or any deposit accounts of Borrower or its Subsidiaries now or hereafter maintained with
such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Agent,
take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document
against Borrower or any Guarantor or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral.


(b)              
If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of
Collateral or any payments with respect to the Obligations, except for any such proceeds or payments received by such Lender from
Agent pursuant to the terms of this Agreement, or (ii) payments from Agent in excess of such Lender's Pro Rata Share of all
such distributions by Agent, such Lender promptly shall (A) turn the same over to Agent, in kind, and with such endorsements
as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of
the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase,
without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such
excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided,
that to the extent that such excess payment received by the purchasing party is thereafter recovered from it, those purchases of
participations shall be rescinded in whole or in part, as applicable, and the applicable portion of the purchase price paid therefor
shall be returned to such purchasing party, but without interest except to the extent that such purchasing party is required to
pay interest in connection with the recovery of the excess payment.


15.13. Agency
for Perfection. Agent hereby appoints each other Lender (and each Bank Product Provider) as its agent (and each Lender
hereby accepts (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to accept) such appointment)
for the purpose of perfecting Agent's Liens in assets which, in accordance with Article 8 or Article 9, as applicable, of the
Code can be perfected by possession or control. Should any Lender obtain possession or control of any such Collateral, such Lender
shall notify Agent thereof, and, promptly upon Agent's request therefor shall deliver possession or control of such Collateral
to Agent or in accordance with Agent's instructions.



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15.14. Payments
by Agent to the Lenders. All payments to be made by Agent to the Lenders (or Bank Product Providers) shall be made by
bank wire transfer of immediately available funds pursuant to such wire transfer instructions as each party may designate for
itself by written notice to Agent. Concurrently with each such payment, Agent shall identify whether such payment (or any portion
thereof) represents principal, premium, fees, or interest of the Obligations.


15.15. Concerning
the Collateral and Related Loan Documents. Each member of the Lender Group authorizes and directs Agent to enter into
this Agreement and the other Loan Documents. Each member of the Lender Group agrees (and by entering into a Bank Product Agreement,
each Bank Product Provider shall be deemed to agree) that any action taken by Agent in accordance with the terms of this Agreement
or the other Loan Documents relating to the Collateral and the exercise by Agent 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 Lenders (and such Bank Product
Provider).


15.16. Financial
Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information. By becoming a party to this
Agreement, each Lender:


(a)               
is deemed to have requested that Agent furnish such Lender, promptly after it becomes available, a copy of each field examination
report respecting Borrower or its Subsidiaries (each, a "Report") prepared by or at the request of Agent, and
Agent shall so furnish each Lender with such Reports,


(b)              
expressly agrees and acknowledges that Agent does not (i) make any representation or warranty as to the accuracy of
any Report, and (ii) shall not be liable for any information contained in any Report,


(c)               
expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that Agent or other party
performing any field examination will inspect only specific information regarding Borrower and its Subsidiaries and will rely significantly
upon Borrower's and its Subsidiaries' books and records, as well as on representations of Borrower's personnel,


(d)              
agrees to keep all Reports and other material, non-public information regarding Borrower and its Subsidiaries and their
operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 17.9,
and


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




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(f)                
In addition to the foregoing, (x) any Lender may from time to time request of Agent in writing that Agent provide to
such Lender a copy of any report or document provided by Borrower or its Subsidiaries to Agent that has not been contemporaneously
provided by Borrower or such Subsidiary to such Lender, and, upon receipt of such request, Agent promptly shall provide a copy
of same to such Lender, (y) to the extent that Agent is entitled, under any provision of the Loan Documents, to request additional
reports or information from Borrower or its Subsidiaries, any Lender may, from time to time, reasonably request Agent to exercise
such right as specified in such Lender's notice to Agent, whereupon Agent promptly shall request of Borrower the additional reports
or information reasonably specified by such Lender, and, upon receipt thereof from Borrower or such Subsidiary, Agent promptly
shall provide a copy of same to such Lender, and (z) any time that Agent renders to Borrower a statement regarding the Loan
Account, Agent shall send a copy of such statement to each Lender.


15.17. Several
Obligations; No Liability. Notwithstanding that certain of the Loan Documents now or hereafter may have been or will be
executed only by or in favor of Agent in its capacity as such, and not by or in favor of the Lenders, any and all obligations
on the part of Agent (if any) to make any credit available hereunder shall constitute the several (and not joint) obligations
of the respective Lenders on a ratable basis, according to their respective Revolver Commitments, to make an amount of such credit
not to exceed, in principal amount, at any one time outstanding, the amount of their respective Revolver Commitments. Nothing
contained herein shall confer upon any Lender any interest in, or subject any Lender to any liability for, or in respect of, the
business, assets, profits, losses, or liabilities of any other Lender. Each Lender shall be solely responsible for notifying its
Participants of any matters relating to the Loan Documents to the extent any such notice may be required, and no Lender shall
have any obligation, duty, or liability to any Participant of any other Lender. Except as provided in Section 15.7, no
member of the Lender Group shall have any liability for the acts of any other member of the Lender Group. No Lender shall be responsible
to Borrower or any other Person for any failure by any other Lender (or Bank Product Provider) to fulfill its obligations to make
credit available hereunder, nor to advance for such Lender (or Bank Product Provider) or on its behalf, nor to take any other
action on behalf of such Lender (or Bank Product Provider) hereunder or in connection with the financing contemplated herein.


		16.	WITHHOLDING TAXES.



16.1. Payments.
All payments made by Borrower hereunder or under any note or other Loan Document will be made without setoff, counterclaim, or
other defense. In addition, all such payments will be made free and clear of, and without deduction or withholding for, any present
or future Indemnified Taxes, and in the event any deduction or withholding of Indemnified Taxes is required, Borrower shall comply
with the next sentence of this Section 16.1. If any Indemnified Taxes are so levied or imposed, Borrower agrees to pay
the full amount of such Indemnified Taxes and such additional amounts as may be necessary so that every payment of all amounts
due under this Agreement, any note, or Loan Document, including any amount paid pursuant to this Section 16.1 after withholding
or deduction for or on account of any Indemnified Taxes, will not be less than the amount provided for herein; provided, that
Borrower shall not be required to increase any such amounts to the extent that the increase in such amount payable results from
Agent's or such Lender's own willful misconduct or gross negligence (as finally determined by a court of competent jurisdiction).
Borrower will furnish to Agent as promptly as possible after the date the payment of any Indemnified Tax is due pursuant to applicable
law, certified copies of tax receipts evidencing such payment by Borrower. Borrower agrees to pay any present or future stamp,
value added or documentary taxes or any other excise or property taxes, charges, or similar levies that arise from any payment
made hereunder or from the execution, delivery, performance, recordation, or filing of, or otherwise with respect to this Agreement
or any other Loan Document.




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16.2. Exemptions.


(a)               
If a Lender or Participant is entitled to claim an exemption or reduction from United States withholding tax, such Lender
or Participant agrees with and in favor of Agent, to deliver to Agent (or, in the case of a Participant, to the Lender granting
the participation only) one of the following before receiving its first payment under this Agreement:


(i)                 
if such Lender or Participant is entitled to claim an exemption from United States withholding tax pursuant to the portfolio
interest exception, (A) a statement of the Lender or Participant, signed under penalty of perjury, that it is not a (I) a
"bank" as described in Section 881(c)(3)(A) of the IRC, (II) a 10% shareholder of Borrower (within the meaning of
Section 871(h)(3)(B) of the IRC), or (III) a controlled foreign corporation related to Borrower within the meaning of Section
864(d)(4) of the IRC, and (B) a properly completed and executed IRS Form W-8BEN or Form W-8IMY (with proper attachments);


(ii)               
if such Lender or Participant is entitled to claim an exemption from, or a reduction of, withholding tax under a United
States tax treaty, a properly completed and executed copy of IRS Form W-8BEN;


(iii)              
if such Lender or Participant is entitled to claim that interest paid under this Agreement is exempt from United States
withholding tax because it is effectively connected with a United States trade or business of such Lender, a properly completed
and executed copy of IRS Form W-8ECI;


(iv)             
if such Lender or Participant is entitled to claim that interest paid under this Agreement is exempt from United States
withholding tax because such Lender or Participant serves as an intermediary, a properly completed and executed copy of IRS Form
W-8IMY (with proper attachments); or


(v)               
a properly completed and executed copy of any other form or forms, including IRS Form W-9, as may be required under the
IRC or other laws of the United States as a condition to exemption from, or reduction of, United States withholding or backup withholding
tax.




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(b)              
Each Lender or Participant shall provide new forms (or successor forms) upon the expiration or obsolescence of any previously
delivered forms and to promptly notify Agent (or, in the case of a Participant, to the Lender granting the participation only)
of any change in circumstances which would modify or render invalid any claimed exemption or reduction.


(c)               
If a Lender or Participant claims an exemption from withholding tax in a jurisdiction other than the United States, such
Lender or such Participant agrees with and in favor of Agent, to deliver to Agent (or, in the case of a Participant, to the Lender
granting the participation only) any such form or forms, as may be required under the laws of such jurisdiction as a condition
to exemption from, or reduction of, foreign withholding or backup withholding tax before receiving its first payment under this
Agreement, but only if such Lender or such Participant is legally able to deliver such forms, provided, that nothing in
this Section 16.2(c) shall require a Lender or Participant to disclose any information that it deems to be confidential
(including without limitation, its tax returns). Each Lender and each Participant shall provide new forms (or successor forms)
upon the expiration or obsolescence of any previously delivered forms and to promptly notify Agent (or, in the case of a Participant,
to the Lender granting the participation only) of any change in circumstances which would modify or render invalid any claimed
exemption or reduction.


(d)              
If a Lender or Participant claims exemption from, or reduction of, withholding tax and such Lender or Participant sells,
assigns, grants a participation in, or otherwise transfers all or part of the Obligations of Borrower to such Lender or Participant,
such Lender or Participant agrees to notify Agent of the percentage amount in which it is no longer the beneficial owner of Obligations
of Borrower to such Lender or Participant. To the extent of such percentage amount, Agent will treat such Lender's or such Participant's
documentation provided pursuant to Section 16.2(a) or 16.2(c) as no longer valid. With respect to such percentage
amount, such Participant or Assignee may provide new documentation, pursuant to Section 16.2(a) or 16.2(c), if applicable;
if such documentation is not provided, such Participant or Assignee (and such Lender with respect to such percentage amount) shall
not be entitled to the benefits of this Section 16. Borrower agrees that each Participant shall be entitled to the benefits of
this Section 16 with respect to its participation in any portion of the Revolver Commitments and the Obligations so long
as such Participant complies with the obligations set forth in this Section 16 with respect thereto and Borrower and Agent
are notified of such participation.


16.3. Reductions.


(a)               
If a Lender or a Participant is entitled to a reduction in the applicable withholding tax, Agent (or, in the case of a Participant,
to the Lender granting the participation) may withhold from any interest payment to such Lender or such Participant an amount equivalent
to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by Section
16.2(a) or 16.2(c) are not delivered to Agent (or, in the case of a Participant, to the Lender granting the participation),
then Agent (or, in the case of a Participant, to the Lender granting the participation) may withhold from any interest payment
to such Lender or such Participant not providing such forms or other documentation an amount equivalent to the applicable withholding
tax.



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(b)              
If the IRS or any other Governmental Authority of the United States or other jurisdiction asserts a claim that Agent (or,
in the case of a Participant, to the Lender granting the participation) did not properly withhold tax from amounts paid to or for
the account of any Lender or any Participant due to a failure on the part of the Lender or any Participant (because the appropriate
form was not delivered, was not properly executed, or because such Lender failed to notify Agent (or such Participant failed to
notify the Lender granting the participation) of a change in circumstances which rendered the exemption from, or reduction of,
withholding tax ineffective, or for any other reason) such Lender shall indemnify and hold Agent harmless (or, in the case of a
Participant, such Participant shall indemnify and hold the Lender granting the participation harmless) for all amounts paid, directly
or indirectly, by Agent (or, in the case of a Participant, to the Lender granting the participation), as tax or otherwise, including
penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to Agent (or, in the case of
a Participant, to the Lender granting the participation only) under this Section 16, together with all costs and expenses
(including attorneys' fees and expenses). The obligation of the Lenders and the Participants under this subsection shall survive
the payment of all Obligations and the resignation or replacement of Agent.


16.4. Refunds.
If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which Borrower
has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is
continuing, it shall pay over such refund to Borrower (but only to the extent of payments made, or additional amounts paid, by
Borrower under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket
expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with
respect to such a refund); provided, that Borrower, upon the request of Agent or such Lender, agrees to repay the amount paid
over to Borrower (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than
such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent hereunder)
to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding
anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make
available its tax returns (or any other information which it deems confidential) to Borrower or any other Person.


		17.	GENERAL PROVISIONS.



17.1. Effectiveness.
This Agreement shall be binding and deemed effective when executed by Borrower, Agent, and each Lender whose signature is provided
for on the signature pages hereof.


17.2. Section
Headings. Headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the
context, everything contained in each Section applies equally to this entire Agreement.




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17.3. Interpretation.
Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against the Lender Group or Borrower, whether
under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all parties and shall be construed
and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of
all parties hereto.


17.4. Severability
of Provisions. Each provision of this Agreement shall be severable from every other provision of this Agreement for the
purpose of determining the legal enforceability of any specific provision.


17.5. Bank
Product Providers. Each Bank Product Provider shall be deemed a third party beneficiary hereof and of the provisions of
the other Loan Documents for purposes of any reference in a Loan Document to the parties for whom Agent is acting. Agent hereby
agrees to act as agent for such Bank Product Providers and, by virtue of entering into a Bank Product Agreement, the applicable
Bank Product Provider shall be automatically deemed to have appointed Agent as its agent and to have accepted the benefits of
the Loan Documents; it being understood and agreed that the rights and benefits of each Bank Product Provider under the Loan Documents
consist exclusively of such Bank Product Provider's being a beneficiary of the Liens and security interests (and, if applicable,
guarantees) granted to Agent and the right to share in payments and collections out of the Collateral as more fully set forth
herein. In addition, each Bank Product Provider, by virtue of entering into a Bank Product Agreement, shall be automatically deemed
to have agreed that Agent shall have the right, but shall have no obligation, to establish, maintain, relax, or release reserves
in respect of the Bank Product Obligations and that if reserves are established there is no obligation on the part of Agent to
determine or insure whether the amount of any such reserve is appropriate or not. In connection with any such distribution of
payments or proceeds of Collateral, Agent shall be entitled to assume no amounts are due or owing to any Bank Product Provider
unless such Bank Product Provider has provided a written certification (setting forth a reasonably detailed calculation) to Agent
as to the amounts that are due and owing to it and such written certification is received by Agent a reasonable period of time
prior to the making of such distribution. Agent shall have no obligation to calculate the amount due and payable with respect
to any Bank Products, but may rely upon the written certification of the amount due and payable from the applicable Bank Product
Provider. In the absence of an updated certification, Agent shall be entitled to assume that the amount due and payable to the
applicable Bank Product Provider is the amount last certified to Agent by such Bank Product Provider as being due and payable
(less any distributions made to such Bank Product Provider on account thereof). Borrower may obtain Bank Products from any Bank
Product Provider, although Borrower is not required to do so. Borrower acknowledges and agrees that no Bank Product Provider has
committed to provide any Bank Products and that the providing of Bank Products by any Bank Product Provider is in the sole and
absolute discretion of such Bank Product Provider. Notwithstanding anything to the contrary in this Agreement or any other Loan
Document, no provider or holder of any Bank Product shall have any voting or approval rights hereunder (or be deemed a Lender)
solely by virtue of its status as the provider or holder of such agreements or products or the Obligations owing thereunder, nor
shall the consent of any such provider or holder be required (other than in their capacities as Lenders, to the extent applicable)
for any matter hereunder or under any of the other Loan Documents, including as to any matter relating to the Collateral or the
release of Collateral or Guarantors.



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17.6. Debtor-Creditor
Relationship. The relationship between the Lenders and Agent, on the one hand, and the Loan Parties, on the other hand,
is solely that of creditor and debtor. No member of the Lender Group has (or shall be deemed to have) any fiduciary relationship
or duty to any Loan Party arising out of or in connection with the Loan Documents or the transactions contemplated thereby, and
there is no agency or joint venture relationship between the members of the Lender Group, on the one hand, and the Loan Parties,
on the other hand, by virtue of any Loan Document or any transaction contemplated therein.


17.7. Counterparts;
Electronic Execution. This Agreement may be executed in any number of counterparts and by different parties on separate
counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together,
shall constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile or other
electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement.
Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also
shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall
not affect the validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each other Loan Document
mutatis mutandis.


17.8. Revival and Reinstatement of Obligations; Certain Waivers.


(a)               
If the incurrence or payment of the Obligations by Borrower or Guarantor or the transfer to the Lender Group of any property
should for any reason subsequently be asserted, or declared, to be void or voidable under any state or federal law relating to
creditors' rights, including provisions of the Bankruptcy Code relating to fraudulent conveyances, preferences, or other voidable
or recoverable payments of money or transfers of property (each, a "Voidable Transfer"), and if the Lender Group
is required to repay or restore, in whole or in part, any such Voidable Transfer, or elects to do so upon the advice of counsel,
then, as to any such Voidable Transfer, or the amount thereof that the Lender Group is required or elects to repay or restore,
and as to all reasonable costs, expenses, and attorneys' fees of the Lender Group related thereto, the liability of Borrower or
Guarantor automatically shall be revived, reinstated, and restored and shall exist as though such Voidable Transfer had never been
made.


(b)              
Anything to the contrary contained herein notwithstanding, if Agent or any Lender accepts a guaranty of only a portion of
the Obligations pursuant to any guaranty, Borrower hereby waives its right under Section 2822(a) of the California Civil Code
or any similar laws of any other applicable jurisdiction to designate the portion of the Obligations satisfied by the applicable
guarantor's partial payment.




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17.9. Confidentiality.


(a)               
Agent and Lenders each individually (and not jointly or jointly and severally) agree that material, non-public information
regarding Borrower and its Subsidiaries, their operations, assets, and existing and contemplated business plans ("Confidential
Information") shall be treated by Agent and the Lenders in a confidential manner, and shall not be disclosed by Agent
and the Lenders to Persons who are not parties to this Agreement, except: (i) to attorneys' for and other advisors, accountants,
auditors, and consultants to any member of the Lender Group and to employees, directors and officers of any member of the Lender
Group (the Persons in this clause (i), "Lender Group Representatives") on a "need to know" basis in
connection with this Agreement and the transactions contemplated hereby and on a confidential basis, (ii) to Subsidiaries
and Affiliates of any member of the Lender Group (including the Bank Product Providers), provided that any such Subsidiary or Affiliate
shall have agreed to receive such information hereunder subject to the terms of this Section 17.9, (iii) as may be
required by regulatory authorities so long as such authorities are informed of the confidential nature of such information, (iv) as
may be required by statute, decision, or judicial or administrative order, rule, or regulation; provided that (x) prior
to any disclosure under this clause (iv), the disclosing party agrees to provide Borrower with prior notice thereof, to the extent
that it is practicable to do so and to the extent that the disclosing party is permitted to provide such prior notice to Borrower
pursuant to the terms of the applicable statute, decision, or judicial or administrative order, rule, or regulation and (y) any
disclosure under this clause (iv) shall be limited to the portion of the Confidential Information as may be required by such statute,
decision, or judicial or administrative order, rule, or regulation, (v) as may be agreed to in advance in writing by Borrower,
(vi) as requested or required by any Governmental Authority pursuant to any subpoena or other legal process, provided, that,
(x) prior to any disclosure under this clause (vi) the disclosing party agrees to provide Borrower with prior written notice
thereof, to the extent that it is practicable to do so and to the extent that the disclosing party is permitted to provide such
prior written notice to Borrower pursuant to the terms of the subpoena or other legal process and (y) any disclosure under
this clause (vi) shall be limited to the portion of the Confidential Information as may be required by such Governmental Authority
pursuant to such subpoena or other legal process, (vii) as to any such information that is or becomes generally available
to the public (other than as a result of prohibited disclosure by Agent or the Lenders or the Lender Group Representatives), (viii) in
connection with any assignment, participation or pledge of any Lender's interest under this Agreement, provided that prior to receipt
of Confidential Information any such assignee, participant, or pledgee shall have agreed in writing to receive such Confidential
Information hereunder subject to the terms of this Section, (ix) in connection with any litigation or other adversary proceeding
involving parties hereto which such litigation or adversary proceeding involves claims related to the rights or duties of such
parties under this Agreement or the other Loan Documents; provided, that, prior to any disclosure to any Person (other than
any Loan Party, Agent, any Lender, any of their respective Affiliates, or their respective counsel) under this clause (ix) with
respect to litigation involving any Person (other than Borrower, Agent, any Lender, any of their respective Affiliates, or their
respective counsel), the disclosing party agrees to provide Borrower with prior written notice thereof, and (x) in connection
with, and to the extent reasonably necessary for, the exercise of any secured creditor remedy under this Agreement or under any
other Loan Document.


(b)              
Anything in this Agreement to the contrary notwithstanding, Agent may disclose information concerning the terms and conditions
of this Agreement and the other Loan Documents to loan syndication and pricing reporting services or in its marketing or promotional
materials, with such information to consist of deal terms and other information customarily found in such publications or marketing
or promotional materials and may otherwise use the name, logos, and other insignia of Borrower or the other Loan Parties and the
Revolver Commitments provided hereunder in any "tombstone" or other advertisements, on its website or in other marketing
materials of Agent.


(c)               
The Loan Parties hereby acknowledge that Agent or its Affiliates may make available to the Lenders materials or information
provided by or on behalf of Borrower hereunder (collectively, "Borrower Materials") by posting the Borrower Materials
on IntraLinks, SyndTrak or another similar electronic system (the "Platform") and certain of the Lenders may be
"public-side" Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the
Loan Parties or their securities) (each, a "Public Lender"). The Loan Parties shall be deemed to have authorized
Agent and its Affiliates and the Lenders to treat Borrower Materials marked "PUBLIC" or otherwise at any time filed with
the SEC as not containing any material non-public information with respect to the Loan Parties or their securities for purposes
of United States federal and state securities laws. All Borrower Materials marked "PUBLIC" are permitted to be made available
through a portion of the Platform designated as "Public Investor" (or another similar term). Agent and its Affiliates
and the Lenders shall be entitled to treat any Borrower Materials that are not marked "PUBLIC" or that are not at any
time filed with the SEC as being suitable only for posting on a portion of the Platform not marked as "Public Investor"
(or such other similar term).




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17.10. Survival.
All 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 Agent, Issuing Lender, or any Lender may have had notice or knowledge of any Default or Event of 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 or unpaid
or any Letter of Credit is outstanding and so long as the Revolver Commitments have not expired or been terminated.


17.11. Patriot
Act. Each Lender that is subject to the requirements of the Patriot Act hereby notifies Borrower that pursuant to the
requirements of the Act, it is required to obtain, verify and record information that identifies Borrower, which information includes
the name and address of Borrower and other information that will allow such Lender to identify Borrower in accordance with the
Patriot Act. In addition, if Agent is required by law or regulation or internal policies to do so, it shall have the right to
periodically conduct (a) Patriot Act searches, OFAC/PEP searches, and customary individual background checks for the Loan
Parties and (b) OFAC/PEP searches and customary individual background checks for the Loan Parties' senior management and
key principals, and Borrower agrees to cooperate in respect of the conduct of such searches and further agrees that the reasonable
costs and charges for such searches shall constitute Lender Group Expenses hereunder and be for the account of Borrower.


17.12. Integration.
This Agreement, together with the other Loan Documents, reflects the entire understanding of the parties with respect to the transactions
contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof.
The foregoing to the contrary notwithstanding, all Bank Product Agreements, if any, are independent agreements governed by the
written provisions of such Bank Product Agreements, which will remain in full force and effect, unaffected by any repayment, prepayments,
acceleration, reduction, increase, or change in the terms of any credit extended hereunder, except as otherwise expressly provided
in such Bank Product Agreement.


17.13. Senior
Indebtedness. For the avoidance of doubt, the Obligations constitute "Specified Senior Indebtedness" under the
Convertible Subordinated Debt Documents.


[Signature pages to follow.]


 





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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.


 


	BORROWER:	QUANTUM CORPORATION, a Delaware corporation





By: /s/ Linda M. Breard

Name: Linda Breard

Title: CFO


 


	 	
        WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability
        company, as Agent and as a Lender

        

        

        By: /s/ Samantha Alexander

        Name: Samantha Alexander

        Its Authorized Signatory