Exhibit 10.1


 





EXECUTION VERSION


 


	
 


         

         

         

        


 


 


CREDIT AGREEMENT


 


 


dated as of


 


 


November 18, 2019


 


 


among


 


 


GLOBALSCAPE, INC.,


as the Borrower


 


 


 


The Lenders Party Hereto


 


 


and


 


 


JPMORGAN CHASE BANK, N.A.,


as Administrative Agent


 


 


___________________________


 


JPMORGAN CHASE BANK, N.A.,


as Sole Bookrunner and Sole Lead Arranger




EAST WEST BANK,


as Syndication Agent










 



     


     


    

TABLE OF CONTENTS




Page




	Article I   Definitions	1
	Section 1.01   Defined Terms	1
	Section 1.02   Classification of Loans and Borrowings	30
	Section 1.03   Terms Generally	31
	Section 1.04   Accounting Terms; GAAP	31
	Section 1.05   Interest Rates; LIBOR Notification	32
	Section 1.06   Pro Forma Adjustments for Acquisitions and Dispositions	32
	Section 1.07   Status of Obligations	33
	Section 1.08   Rounding	33
	Article II   The Credits	33
	Section 2.01   Commitments	33
	Section 2.02   Loans and Borrowings	33
	Section 2.03   Requests for Borrowings	34
	Section 2.04   [Section Intentionally Omitted]	34
	Section 2.05   Swingline Loans	35
	Section 2.06   Letters of Credit	36
	Section 2.07   Funding of Borrowings	40
	Section 2.08   Interest Elections	41
	Section 2.09   Termination and Reduction of Commitments	42
	Section 2.10   Repayment and Amortization of Loans; Evidence of Debt	43
	Section 2.11   Prepayment of Loans	44
	Section 2.12   Fees	46
	Section 2.13   Interest	47
	Section 2.14   Alternate Rate of Interest; Illegality	47
	Section 2.15   Increased Costs	49
	Section 2.16   Break Funding Payments	50
	Section 2.17   Withholding of Taxes; Gross-Up	51
	Section 2.18   Payments Generally; Allocation of Proceeds; Sharing of Setoffs	54
	Section 2.19   Mitigation Obligations; Replacement of Lenders	57
	Section 2.20   Defaulting Lenders	57
	Section 2.21   Returned Payments	60
	Section 2.22   Banking Services and Swap Agreements	60
	Article III   Representations and Warranties	60
	Section 3.01   Organization; Powers	60
	Section 3.02   Authorization; Enforceability	60
	Section 3.03   Governmental Approvals; No Conflicts	61
	Section 3.04   Financial Condition; No Material Adverse Change	61
	Section 3.05   Properties	61
	Section 3.06   Litigation and Environmental Matters	61
	Section 3.07   Compliance with Laws and Agreements; No Default	62



 



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	Section 3.08   Investment Company Status	62
	Section 3.09   Taxes	62
	Section 3.10   ERISA	62
	Section 3.11   Disclosure	62
	Section 3.12   Material Agreements	63
	Section 3.13   Solvency	63
	Section 3.14   Insurance	63
	Section 3.15   Capitalization and Subsidiaries	63
	Section 3.16   Security Interest in Collateral	63
	Section 3.17   Employment Matters	64
	Section 3.18   Margin Regulations	64
	Section 3.19   Use of Proceeds	64
	Section 3.20   No Burdensome Restrictions	64
	Section 3.21   Anti-Corruption Laws and Sanctions	64
	Section 3.22   EEA Financial Institutions	64
	Section 3.23   Plan Assets; Prohibited Transactions	64
	Article IV   Conditions	65
	Section 4.01   Effective Date	65
	Section 4.02   Each Credit Event	67
	Article V   Affirmative Covenants	67
	Section 5.01   Financial Statements and Other Information	67
	Section 5.02   Notices of Material Events	70
	Section 5.03   Existence; Conduct of Business	70
	Section 5.04   Payment of Obligations	71
	Section 5.05   Maintenance of Properties	71
	Section 5.06   Books and Records; Inspection Rights	71
	Section 5.07   Compliance with Laws and Material Contractual Obligations	71
	Section 5.08   Use of Proceeds	71
	Section 5.09   Accuracy of Information	72
	Section 5.10   Insurance	72
	Section 5.11   [Reserved.]	72
	Section 5.12   Casualty and Condemnation	72
	Section 5.13   Depository Banks	72
	Section 5.14   Additional Collateral; Further Assurances	73
	Section 5.15   Post-Closing Requirements	74
	Article VI   Negative Covenants	74
	Section 6.01   Indebtedness	74
	Section 6.02   Liens	75
	Section 6.03   Fundamental Changes	76
	Section 6.04   Investments, Loans, Advances, Guarantees and Acquisitions	77
	Section 6.05   Asset Sales	78
	Section 6.06   Sale and Leaseback Transactions	79
	Section 6.07   Swap Agreements	79
	Section 6.08   Restricted Payments; Certain Payments of Indebtedness	79
	Section 6.09   Transactions with Affiliates	80



 



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	Section 6.10   Restrictive Agreements	80
	Section 6.11   Amendment of Material Documents	81
	Section 6.12   Financial Covenants	81
	Article VII   Events of Default	82
	Article VIII   The Administrative Agent	84
	Section 8.01   Authorization and Action	84
	Section 8.02   Administrative Agent’s Reliance, Indemnification, Etc	87
	Section 8.03   Posting of Communications	88
	Section 8.04   The Administrative Agent Individually	89
	Section 8.05   Successor Administrative Agent	89
	Section 8.06   Acknowledgements of Lenders and Issuing Banks	90
	Section 8.07   Collateral Matters	91
	Section 8.08   Credit Bidding	92
	Section 8.09   Certain ERISA Matters	93
	Section 8.10   Flood Laws	94
	Article IX   Miscellaneous	94
	Section 9.01   Notices	94
	Section 9.02   Waivers; Amendments	96
	Section 9.03   Expenses; Indemnity; Damage Waiver	99
	Section 9.04   Successors and Assigns	101
	Section 9.05   Survival	105
	Section 9.06   Counterparts; Integration; Effectiveness; Electronic Execution	105
	Section 9.07   Severability	106
	Section 9.08   Right of Setoff	106
	Section 9.09   Governing Law; Jurisdiction; Consent to Service of Process	106
	Section 9.10   WAIVER OF JURY TRIAL	107
	Section 9.11   Headings	107
	Section 9.12   Confidentiality	108
	Section 9.13   Several Obligations; Nonreliance; Violation of Law	109
	Section 9.14   USA PATRIOT Act	109
	Section 9.15   Disclosure	109
	Section 9.16   Appointment for Perfection	109
	Section 9.17   Interest Rate Limitation	109
	Section 9.18   No Fiduciary Duty, etc	109
	Section 9.19   Marketing Consent	110
	Section 9.20   Acknowledgement and Consent to Bail-In of EEA Financial Institutions	110
	Article X   Loan Guaranty	111
	Section 10.01   Guaranty	111
	Section 10.02   Guaranty of Payment	111
	Section 10.03   No Discharge or Diminishment of Loan Guaranty	111
	Section 10.04   Defenses Waived	112
	Section 10.05   Rights of Subrogation	112
	Section 10.06   Reinstatement; Stay of Acceleration	113
	Section 10.07   Information	113



 



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	Section 10.08   Release of Loan Guarantors	113
	Section 10.09   Termination	113
	Section 10.10   Taxes	114
	Section 10.11   Maximum Liability	114
	Section 10.12   Contribution	114
	Section 10.13   Liability Cumulative	115
	Section 10.14   Keepwell	115


 


SCHEDULES:


 


Commitment Schedule


Schedule 3.05 – Properties, etc.


Schedule 3.06 – Disclosed Matters


Schedule 3.12 – Material Agreements


Schedule 3.14 – Insurance


Schedule 3.15 – Capitalization and Subsidiaries


Schedule 5.15 – Post-Closing Requirements


Schedule 6.01 – Existing Indebtedness


Schedule 6.02 – Existing Liens


Schedule 6.04 – Existing Investments


Schedule 6.10 – Existing Restrictions


 


EXHIBITS:


 


Exhibit A – Assignment and Assumption


Exhibit B-1 – Borrowing Request


Exhibit B-2 – Interest Election
Request


Exhibit C – [Reserved]


Exhibit D-1 – U.S. Tax Compliance
Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)


Exhibit D-2 – U.S. Tax Compliance
Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)


Exhibit D-3 – U.S. Tax Compliance
Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)


Exhibit D-4 – U.S. Tax Compliance
Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)


Exhibit E – Compliance Certificate


Exhibit F – Joinder Agreement


 



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CREDIT AGREEMENT
dated as of November 18, 2019 (as it may be amended or modified from time to time, this “Agreement”), among GLOBALSCAPE,
INC., a Delaware corporation, as the Borrower, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE
BANK, N.A., as Administrative Agent.


The parties hereto
agree as follows:


Article
I



Definitions


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


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


“Account
Debtor” means any Person obligated on an Account.


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


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


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


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


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


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


“Agent
Indemnitee” has the meaning assigned to it in Section 9.03(c).


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



    	1



     


    




“Aggregate
Revolving Exposure” means, at any time, the aggregate Revolving Exposure of all the Lenders at such time (with the Swingline
Exposure of each Lender calculated assuming that all of the Lenders have funded their participations in all Swingline Loans outstanding
at such time).


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


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


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


“Applicable
Percentage” means, at any time with respect to any Lender, a percentage equal to a fraction the numerator of which is
such Lender’s Revolving Commitment at such time and the denominator of which is the aggregate Revolving Commitments at such
time (provided that, if the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based
upon such Lender’s share of the Aggregate Revolving Exposure at such time); provided that, in accordance with Section
2.20, so long as any Lender shall be a Defaulting Lender, such Defaulting Lender’s Commitment shall be disregarded in the
calculations above.


“Applicable
Rate” means, for any day, with respect to any Loan, or with respect to the commitment fees payable hereunder, as the
case may be, the applicable rate per annum set forth below under the caption “Revolving Commitment ABR Spread”, “Revolving
Commitment Eurodollar Spread”, “Term Loan ABR Spread”, “Term Loan Eurodollar Spread” or “Commitment
Fee Rate”, as the case may be, based upon the Borrower’s Leverage Ratio as of the most recent determination date, provided
that until the delivery to the Administrative Agent, pursuant to Section 5.01, of the Borrower’s consolidated financial
information for the Borrower’s first fiscal quarter ending after the Effective Date, the “Applicable Rate” shall
be the applicable rates per annum set forth below in Category 1:



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        Leverage

        Ratio

         
	
        Revolving

        Commitment

        ABR Spread
	
        Revolving 

        Commitment

        Eurodollar

        Spread
	
        Term Loan 

        ABR

        Spread
	Term Loan Eurodollar Spread	Commitment Fee Rate
	
        Category 1

        3
        2.50 to 1.0
	2.75%	3.75%	2.75%	3.75%	0.375%
	
        Category 2

        <
        2.50 to 1.0

        but

        3
        2.00 to 1.0
	2.25%	3.25%	2.25%	3.25%	0.325%
	
        Category 3

        <
        2.00 to 1.0

        but

        3
        1.50 to 1.0
	1.75%	2.75%	1.75%	2.75%	0.275%
	
        Category 4

        <
        1.50 to 1.0
	1.50%	2.50%	1.50%	2.50%	0.225%


 


For purposes of the foregoing, (a) the
Applicable Rate shall be determined as of the end of each fiscal quarter of the Borrower, based upon the Borrower’s annual
or quarterly consolidated financial statements delivered pursuant to Section 5.01 and (b) each change in the Applicable Rate
resulting from a change in the Leverage Ratio shall be effective during the period commencing on and including the date of delivery
to the Administrative Agent of such consolidated financial statements indicating such change and ending on the date immediately
preceding the effective date of the next such change, provided that at the option of the Administrative Agent or at
the request of the Required Lenders, if the Borrower fails to deliver the annual or quarterly consolidated financial statements
required to be delivered by it pursuant to Section 5.01, the Leverage Ratio shall be deemed to be in Category 1 during
the period from the expiration of the time for delivery thereof until such consolidated financial statements are delivered.


If at any time the Administrative Agent
determines that the financial statements upon which the Applicable Rate was determined were incorrect (whether based on a restatement,
fraud or otherwise), or any ratio or compliance information in a Compliance Certificate or other certification was incorrectly
calculated, relied on incorrect information or was otherwise not accurate, true or correct, the Borrower shall be required to retroactively
pay any additional amount that the Borrower would have been required to pay if such financial statements, Compliance Certificate
or other information had been accurate and/or computed correctly at the time they were delivered.


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


“Approved
Fund” has the meaning assigned to the term in Section 9.04(b).


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


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


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


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



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“Bail-In
Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European
Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is
described in the EU Bail-In Legislation Schedule.


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


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


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


“Benchmark
Replacement” means the sum of: (a) the alternate benchmark rate (which may be a SOFR-Based Rate) that has been selected
by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement rate
or the mechanism for determining such a rate by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing market
convention for determining a rate of interest as a replacement to the LIBO Rate for U.S. dollar-denominated syndicated credit facilities
and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than zero,
the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement; provided further that any such Benchmark
Replacement shall be administratively feasible as determined by the Administrative Agent in its sole discretion.


“Benchmark
Replacement Adjustment” means the spread adjustment, or method for calculating or determining such spread adjustment,
(which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving
due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such
spread adjustment, for the replacement of the LIBO Rate with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental
Body and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating
or determining such spread adjustment, for the replacement of the LIBO Rate with the applicable Unadjusted Benchmark Replacement
for U.S. dollar-denominated syndicated credit facilities at such time (for the avoidance of doubt, such Benchmark Replacement Adjustment
shall not be in the form of a reduction to the Applicable Rate).



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


“Benchmark
Replacement Date” means the earlier to occur of the following events with respect to the LIBO Rate:


(1)in
the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public
statement or publication of information referenced therein and (b) the date on which the administrator of the LIBO Screen Rate
permanently or indefinitely ceases to provide the LIBO Screen Rate; or


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


“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the LIBO Rate:


(1)a
public statement or publication of information by or on behalf of the administrator of the LIBO Screen Rate announcing that such
administrator has ceased or will cease to provide the LIBO Screen Rate, permanently or indefinitely, provided that, at the time
of such statement or publication, there is no successor administrator that will continue to provide the LIBO Screen Rate;


(2)a
public statement or publication of information by the regulatory supervisor for the administrator of the LIBO Screen Rate, the
U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for the LIBO Screen Rate, a resolution
authority with jurisdiction over the administrator for the LIBO Screen Rate or a court or an entity with similar insolvency or
resolution authority over the administrator for the LIBO Screen Rate, in each case which states that the administrator of the LIBO
Screen Rate has ceased or will cease to provide the LIBO Screen Rate permanently or indefinitely, provided that, at the time of
such statement or publication, there is no successor administrator that will continue to provide the LIBO Screen Rate; and/or


(3)a
public statement or publication of information by the regulatory supervisor for the administrator of the LIBO Screen Rate announcing
that the LIBO Screen Rate is no longer representative.


“Benchmark
Transition Start Date” means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark
Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective
event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the
expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or
publication) and (b) in the case of an Early Opt-in Election, the date specified by the Administrative Agent or the Required Lenders,
as applicable, by notice to the Borrower, the Administrative Agent (in the case of such notice by the Required Lenders) and the
Lenders.



    	5



     


    




“Benchmark
Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred
with respect to the LIBO Rate and solely to the extent that the LIBO Rate has not been replaced with a Benchmark Replacement, the
period (x) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has
replaced the LIBO Rate for all purposes hereunder in accordance with Section 2.14 and (y) ending at the time that a Benchmark
Replacement has replaced the LIBO Rate for all purposes hereunder pursuant to Section 2.14.


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


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


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


“Borrower”
means GlobalSCAPE, Inc., a Delaware corporation.


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


“Borrowing
Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03, which shall be substantially
in the form of Exhibit B-1 hereto or any other form approved by the Administrative Agent.


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


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


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


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



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“Change
in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person
or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date
hereof) of Equity Interests representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding
Equity Interests of the Borrower or (b) occupation at any time of a majority of the seats (other than vacant seats) on the board
of directors of the Borrower by Persons who were not (i) directors of the Borrower on the date of this Agreement or nominated or
appointed by the board of directors of the Borrower or (ii) appointed by directors so nominated or appointed.


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


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


“Class”,
when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving
Loans, a Term Loan, or Swingline Loans, (b) any Commitment, refers to whether such Commitment is a Revolving Commitment or a Term
Loan Commitment, and (c) any Lender, refers to whether such Lender has a Loan or Commitment of a particular Class.


“Closing
Date Dividend” means the special distribution paid, made or issued, as applicable, by the Borrower on or within 30 days
after the Effective Date (or such later date as agreed to by the Administrative Agent in its sole discretion) in an aggregate amount
not to exceed $62,000,000.


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


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



    	7



     


    




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


“Commitment”
means, with respect to each Lender, the sum of such Lender’s Revolving Commitment and Term Loan Commitments. The initial
amount of each Lender’s Commitment is set forth on the Commitment Schedule, or in the Assignment and Assumption or
other documentation or record (as such term is defined in Section 9-102(a)(70) of the New York Uniform Commercial Code) as provided
in Section 9.04(b)(ii)(C), pursuant to which such Lender shall have assumed its Commitment, as applicable.


“Commitment
Schedule” means the Schedule attached hereto identified as such.


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


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


“Compliance
Certificate” means a certificate of a Financial Officer in substantially the form of Exhibit E.


“Compounded
SOFR” means the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for
this rate, and conventions for this rate (which may include compounding in arrears with a lookback and/or suspension period as
a mechanism to determine the interest amount payable prior to the end of each Interest Period) being established by the Administrative
Agent in accordance with:


(1)the
rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for
determining compounded SOFR; provided that:


(2)if,
and to the extent that, the Administrative Agent determines that Compounded SOFR cannot be determined in accordance with clause
(1) above, then the rate, or methodology for this rate, and conventions for this rate that the Administrative Agent determines
in its reasonable discretion are substantially consistent with any evolving or then-prevailing market convention for determining
compounded SOFR for U.S. dollar-denominated syndicated credit facilities at such time;


provided,
further, that if the Administrative Agent decides that any such rate, methodology or convention determined in accordance
with clause (1) or clause (2) is not administratively feasible for the Administrative Agent, then Compounded SOFR will be deemed
unable to be determined for purposes of the definition of “Benchmark Replacement.”


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



    	8



     


    




“Consolidated
EBITDA” means, for any period, Consolidated Net Income for such period plus (a) without duplication and
to the extent deducted in determining Consolidated Net Income for such period, the sum of (i) Interest Expense for such period,
(ii) income tax expense for such period net of tax refunds, (iii) all amounts attributable to depreciation and amortization expense
for such period, (iv) any extraordinary non-cash charges for such period, (v) any other non-cash charges for such period (but
excluding any non-cash charge in respect of an item that was included in Consolidated Net Income in a prior period and any non-cash
charge that relates to the write-down or write-off of inventory), (vi) fees and expenses paid in cash and incurred in connection
with the negotiation, execution and delivery of this Agreement and the other Loan Documents, (vii) fees and expenses paid
in cash and incurred in connection with any amendments or other modifications after the Effective Date to this Agreement or any
other Loan Document and (viii) fees and expenses paid in cash for professional services rendered in connection with shareholder
litigation involving the Borrower; provided that the amount in this clause (a)(viii) shall not exceed $750,000 for the most
recently ended four quarter period, minus (b) without duplication and to the extent included in Consolidated Net
Income, (i) any cash payments made during such period in respect of non-cash charges described in clause (a)(v) taken in a prior
period and (ii) any extraordinary gains and any non-cash items of income for such period, all calculated for the Borrower and its
Subsidiaries on a consolidated basis in accordance with GAAP. Notwithstanding the foregoing, Consolidated EBITDA shall be $4,638,000,
$4,563,000, $5,533,000 and $5,633,000 for the fiscal quarters ended December 31, 2018, March 31, 2019, June 30, 2019 and September
30, 2019, respectively.


“Consolidated
Net Income” means, for any period, the consolidated net income (or loss) determined for the Borrower and its Subsidiaries,
on a consolidated basis in accordance with GAAP; provided that, subject to Section 1.06, there shall be excluded (a) the
income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the
Borrower or any Subsidiary, (b) the income (or deficit) of any Person (other than a Subsidiary) in which the Borrower or any Subsidiary
has an ownership interest, except to the extent that any such income is actually received by the Borrower or such Subsidiary in
the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary, to the extent that the declaration
or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual
obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary.


“Consolidated
Total Funded Indebtedness” means, at any date, the aggregate principal amount of total liabilities of the Borrower and
its Subsidiaries on a consolidated basis (other than obligations under earn-outs, to the extent included in such total liabilities),
minus the sum of (a) accounts payable arising from the purchase of goods and services in the ordinary course of business, (b) accrued
expenses or losses, and (c) deferred revenues or gains, determined for the Borrower and its Subsidiaries on a consolidated basis
at such date, in accordance with GAAP.


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


“Corresponding
Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length
(disregarding business day adjustment) as the applicable tenor for the applicable Interest Period with respect to the LIBO Rate.


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


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



    	9



     


    






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


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




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


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


“Dissolution
Date” has the meaning assigned to it in Schedule 5.15.


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


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


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


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


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



    	10



     


    




“Domestic
Subsidiaries” means any Subsidiaries of any Loan Party organized under the laws of the United States, any state thereof,
or the District of Columbia.


“Early
Opt-in Election” means the occurrence of:


(1)(i)
a determination by the Administrative Agent or (ii) a notification by the Required Lenders to the Administrative Agent (with
a copy to the Borrower) that the Required Lenders have determined that U.S. dollar-denominated syndicated credit facilities
being executed at such time, or that include language similar to that contained in Section 2.14 are being executed or
amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the LIBO Rate, and


(2)(i)
the election by the Administrative Agent or (ii) the election by the Required Lenders to declare that an Early Opt-in
Election has occurred and the provision, as applicable, by the Administrative Agent of written notice of such election to the
Borrower and the Lenders or by the Required Lenders of written notice of such election to the Administrative Agent.


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


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


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


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


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


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


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


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



    	11



     


    




“Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based
upon (a) any violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment
or disposal of any Hazardous Materials (except as a necessary incident to the ordinary course of business of the Loan Parties and
then only in compliance with all applicable Environmental Laws), (c) any exposure to any Hazardous Materials, (d) the
Release or threatened Release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual
arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.


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


“Equity
Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company,
beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling
the holder thereof to purchase or acquire any of the foregoing, but excluding any debt securities convertible into any of the foregoing.


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


“ERISA
Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as
a single employer under Section 414(b) or (c) of the Code or Section 4001(14) of ERISA or, solely for purposes of Section 302 of
ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.


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


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


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


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



    	12



     


    




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


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


“Existing Subsidiary”
means TappIn, Inc., a Delaware corporation.


 


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






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


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


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



    	13



     


    




“Financial
Covenants” has the meaning assigned to such term in Section 6.12.


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


“Fixed
Charge Coverage Ratio” means, for any period, the ratio of (a) Consolidated EBITDA minus Unfinanced Capital
Expenditures to (b) Fixed Charges, all calculated for the Borrower and its Subsidiaries on a consolidated basis in accordance with
GAAP.


“Fixed
Charges” means, for any period, without duplication, cash Interest Expense, plus scheduled principal payments
on Indebtedness actually made, plus expense for taxes paid in cash, plus Restricted Payments paid in
cash (other than the Closing Date Dividend), all calculated for the Borrower and its Subsidiaries on a consolidated basis in accordance
with GAAP.


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


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


“Foreign
Subsidiaries” means any Subsidiary of the Borrower that is organized or incorporated in a jurisdiction other than the
United States.


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


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


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


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


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


“Guarantors”
means all Loan Guarantors and all non-Loan Parties who have delivered an Obligation Guaranty, and the term “Guarantor”
means each or any one of them individually.



    	14



     


    




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



“IBA”
has the meaning assigned to such term in Section 1.05.


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


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


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


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


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


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



    	15



     


    




“Interest
Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.08,
which shall be substantially in the form of Exhibit B-2 hereto or any other form approved by the Administrative Agent.


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


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


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


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


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


“IRS”
means the United States Internal Revenue Service.


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



    	16



     


    




“Issuing
Bank Sublimits” means, as of the Effective Date, (i) $500,000, in the case of JPMorgan and (ii) such amount as shall
be designated to the Administrative Agent and the Borrower in writing by an Issuing Bank; provided that any Issuing Bank shall
be permitted at any time to increase or reduce its Issuing Bank Sublimit upon providing five (5) days’ prior written notice
thereof to the Administrative Agent and the Borrower.


“Joinder
Agreement” means a Joinder Agreement in substantially the form of Exhibit F.


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


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


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


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


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


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


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


“Leverage
Ratio” means, on any date, the ratio of (a) Consolidated Total Funded Indebtedness on such date, to (b) (i) Consolidated
EBITDA minus (ii) capitalized software expenditures in each case for the period of four consecutive fiscal quarters ended on or
most recently prior to such date.


“LIBO Rate”
means, with respect to any Eurodollar Borrowing for any applicable Interest Period or for any ABR Borrowing, the LIBO Screen Rate
at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period; provided that,
if the LIBO Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest Period”),
then the LIBO Rate shall be the Interpolated Rate.



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


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


“Loan Documents”
means, collectively, this Agreement, each promissory note issued pursuant to this Agreement, each Letter of Credit Agreement, each
Collateral Document, each Compliance Certificate, the Loan Guaranty, any Obligation Guaranty, and each other agreement, instrument,
document and certificate executed and delivered to, or in favor of, the Administrative Agent or any Lender and including each other
pledge, power of attorney, consent, assignment, contract, notice, letter of credit agreement, letter of credit applications and
any agreements between the Borrower and the Issuing Bank regarding the Issuing Bank’s Issuing Bank Sublimit or the respective
rights and obligations between the Borrower and the Issuing Bank in connection with the issuance of Letters of Credit, and each
other written matter whether heretofore, now or hereafter executed by or on behalf of any Loan Party, or any employee of any Loan
Party, and delivered to the Administrative Agent or any Lender in connection with this Agreement or the transactions contemplated
hereby. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or
schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to this Agreement
or such Loan Document as the same may be in effect at any and all times such reference becomes operative.


“Loan Guarantor”
means each Loan Party other than the Borrower’s Foreign Subsidiaries.


“Loan Guaranty”
means Article X of this Agreement.


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


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


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


“Material
Adverse Effect” means a material adverse effect on (a) the business, assets, operations, condition, financial or
otherwise, of the Borrower and its Subsidiaries taken as a whole, (b) the ability of any Loan Party to perform any of its
Obligations, (c) the Collateral, or the Administrative Agent’s Liens (on behalf of itself and the other Secured Parties)
on the Collateral or the priority of such Liens, or (d) the rights of or benefits available to the Administrative Agent, the
Issuing Bank or the Lenders under any of the Loan Documents.



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“Material
Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more
Swap Agreements, of any one or more of the Borrower and its Subsidiaries in an aggregate principal amount exceeding $250,000. For
purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Subsidiary
in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that
the Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.


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


“Moody’s”
means Moody’s Investors Service, Inc.


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


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


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


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


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


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



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


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


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


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


“Other
Acquisition” means an acquisition that is not a Permitted Acquisition for which the Borrower has provided information
to the Administrative Agent as reasonably requested and which the Required Lenders may approve in their sole discretion.


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


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


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



    	20



     


    




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


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


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


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


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


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


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


(b)the
business acquired in connection with such Acquisition is (i) located in the U.S., (ii) organized under applicable U.S. and state
laws, and (iii) not engaged, directly or indirectly, in any line of business other than the businesses in which the Loan Parties
are engaged on the Effective Date and any business activities that are substantially similar, related, or incidental thereto;


(c)both
immediately before and after giving effect (including giving effect on a pro forma basis) to such Acquisition and the Loans (if
any) requested to be made in connection therewith, each of the representations and warranties of the Loan Parties set forth in
the Loan Documents shall be true and correct in all material respects (it being understood and agreed that any representation or
warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only
as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required
to be true and correct in all respects) and no Default exists, will exist, or would result therefrom;


(d)as
soon as available, but not less than ten (10) days prior to such Acquisition, the Borrower has provided the Administrative Agent
(i) notice of such Acquisition and (ii) a copy of all business and financial information reasonably requested by the Administrative
Agent including pro forma financial statements and statements of cash flow;


(e)either
(i) the total cash consideration (including the maximum potential total amount of all deferred payment obligations (including earn-outs)
and Indebtedness assumed or incurred) of such Acquisition does not exceed $15,000,000 or (ii) the Administrative Agent, at the
direction of the Required Lenders, has provided its prior written consent to such Acquisition (such consent not to be unreasonably
withheld);



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


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


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


(i)if
such Acquisition involves a merger or a consolidation involving the Borrower or any other Loan Party, the Borrower or such Loan
Party, as applicable, shall be the surviving entity;


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


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


(l)immediately
prior to and after giving effect (including giving effect on a pro forma basis) to such Acquisition, (x) the Leverage Ratio (based
on the financial statements most recently required to be delivered pursuant to Section 5.01(a) or 5.01(b) (or, if prior to the
date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or 5.01(b), the most recent
financial statements referred to in Section 3.04(a)) is not greater than the maximum Leverage Ratio permitted under Section 6.12(a)
at such time and (y) the Fixed Charge Coverage Ratio (based on the financial statements most recently required to be delivered
pursuant to Section 5.01(a) or 5.01(b) (or, if prior to the date of the delivery of the first financial statements to be delivered
pursuant to Section 5.01(a) or 5.01(b), the most recent financial statements referred to in Section 3.04(a)) is not less than the
minimum Fixed Charge Coverage Ratio permitted under Section 6.12(b) at such time;


(m)all
actions required to be taken with respect to any newly acquired or formed wholly-owned Subsidiary of the Borrower or a Loan Party,
as applicable, required under Section 5.14 shall have been taken; and


(n)the
Borrower shall have delivered to the Administrative Agent the final executed documentation relating to such Acquisition within
5 days following the consummation thereof.


“Permitted
Encumbrances” means:


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



    	22



     


    




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


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


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


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


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


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


“Permitted
Investments” means:


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


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


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


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


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


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



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


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


“Prepayment
Event” means:


(a)any
sale, transfer or other Disposition (including pursuant to a sale and leaseback transaction) of any property or asset of any Loan
Party or any Subsidiary, other than Dispositions described in Section 6.05(a); or


(b)any
casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any
property or asset of any Loan Party or any Subsidiary; or


(c)the
issuance by the Borrower of any Equity Interests, or the receipt by the Borrower of any capital contribution, other than (i) as
a result of the issuance or exercise of stock options and equity grants to the Borrower’s employees, directors or consultants
or (ii) as consideration in connection with a Permitted Acquisition or Other Acquisition; or


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


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


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


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


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


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



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


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


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


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


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


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


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


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


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


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


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


“Required
Lenders” means, subject to Section 2.20, at any time, Lenders (at least two of which must be unaffiliated, unless there
are fewer than two unaffiliated Lenders) having Credit Exposure (provided, that, as to any Lender, clause (a) of the definition
of “Swingline Exposure” shall only be applicable in calculating a Lender’s Revolving Exposure to the extent such
Lender shall have funded its respective participations in the outstanding Swingline Loans) and Unfunded Commitments representing
more than 50% of the sum of the Aggregate Credit Exposure and Unfunded Commitments at such time; provided that, for purposes
of declaring the Loans to be due and payable pursuant to Article VII, and for all purposes after the Loans become due and
payable pursuant to Article VII or the Commitments expire or terminate, then, as to each Lender, the Unfunded Commitment of
each Lender shall be deemed to be zero.



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


“Responsible
Officer” means the president, Financial Officer or other executive officer of the Borrower.


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any
Equity Interests in the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any
sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of
any such Equity Interests or any option, warrant or other right to acquire any such Equity Interests, provided that the net exercise
or net issuance of options or restricted shares, respectively, to employees or directors shall not be a Restricted Payment.


“Revolving
Commitment” means, with respect to each Lender, the amount set forth on the Commitment Schedule opposite such
Lender’s name, or in the Assignment and Assumption or other documentation or record (as such term is defined in Section 9-102(a)(70)
of the New York Uniform Commercial Code) as provided in Section 9.04(b)(ii)(C), pursuant to which such Lender shall have assumed
its Revolving Commitment, as applicable, as such Revolving Commitment may be reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 9.04; provided, that at no time shall the Revolving Exposure of any Lender
exceed its Revolving Commitment. The initial aggregate amount of the Lenders’ Revolving Commitments is $5,000,000.


“Revolving
Credit Maturity Date” means November 18, 2024 (if the same is a Business Day, or if not then the immediately next succeeding
Business Day), or any earlier date on which the Revolving Commitments are reduced to zero or otherwise terminated pursuant to the
terms hereof.


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


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


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


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


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


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



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


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


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


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


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


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


“SOFR”
with respect to any day means the secured overnight financing rate published for such day by the NYFRB, as the administrator of
the benchmark (or a successor administrator), on the Federal Reserve Bank of New York’s Website.


“SOFR-Based
Rate” means SOFR, Compounded SOFR or Term SOFR.


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


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



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


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


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


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


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


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


“Swingline
Commitment” means the amount set forth opposite JPMorgan Chase Bank, N.A.’s name on the Commitment Schedule as
Swingline Commitment.


“Swingline
Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline
Exposure of any Revolving Lender at any time shall be the sum of (a) its Applicable Percentage of the total Swingline Exposure
at such time other than with respect to any Swingline Loans made by such Revolving Lender in its capacity as the Swingline Lender
and (b) the principal amount of all Swingline Loans made by such Revolving Lender in its capacity as the Swingline Lender outstanding
at such time (less the amount of participations funded by the other Lenders in such Swingline Loans).



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


“Swingline
Loan” means a Loan made pursuant to Section 2.05.


“Syndication
Agent” means East West Bank, in its capacity as syndication agent hereunder.


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


“Term Lender”
means a Lender having a Term Loan Commitment or an outstanding Term Loan.


“Term Loan”
means a Loan made pursuant to Section 2.01(b).


“Term Loan
Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make Term Loans, expressed
as an amount representing the maximum principal amount of the Term Loans to be made by such Lender, as such commitment may be reduced
or increased from time to time pursuant to assignments by or to such Lenders pursuant to Section 9.04. The initial amount of each
Lender’s Term Loan Commitment is set forth on the Commitment Schedule or in the Assignment and Assumption pursuant
to which such Lender shall have assumed its Term Loan Commitment, as applicable. The aggregate amount of the Lenders’ Term
Loan Commitment on the Effective Date is $50,000,000.


“Term Loan
Maturity Date” means November 18, 2024.


“Term SOFR”
means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.


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


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


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


“Unadjusted
Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment; provided that,
if the Unadjusted Benchmark Replacement as so determined would be less than zero, the Unadjusted Benchmark Replacement will be
deemed to be zero for the purposes of this Agreement.


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



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“Unfunded
Commitment” means, with respect to each Lender, the Revolving Commitment of such Lender less its Revolving Exposure;
provided, that, as to any Lender, clause (a) of the definition of “Swingline Exposure” shall only be applicable in
calculating a Lender’s Revolving Exposure to the extent such Lender shall have funded its respective participations in the
outstanding Swingline Loans.


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


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


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


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


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


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


“Write-Down
and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such
EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule.


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



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


Section 1.04
Accounting Terms; GAAP.


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



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(b)
Notwithstanding anything to the contrary contained in Section 1.04(a) or in the definition of “Capital Lease Obligations,”
in the event of an accounting change requiring leases to be capitalized, only those leases (assuming for purposes hereof that such
leases were in existence on the date hereof) that would constitute capital leases in conformity with GAAP on the date hereof shall
be considered capital leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made
or delivered, as applicable, in accordance therewith.


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


Section 1.06
Pro Forma Adjustments for Acquisitions and Dispositions. To the extent the Borrower or any Subsidiary makes
any acquisition permitted pursuant to Section 6.04 or Disposition of assets outside the ordinary course of business permitted by
Section 6.05 during the period of four fiscal quarters of the Borrower most recently ended, the Leverage Ratio shall be calculated
after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to
the acquisition or the Disposition of assets, and are factually supportable, in each case as determined on a basis consistent with
Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the SEC, and as certified by a Financial
Officer), as if such acquisition or such Disposition (and any related incurrence, repayment or assumption of Indebtedness) had
occurred in the first day of such four-quarter period.



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Section 1.07
Status of Obligations. In the event that the Borrower or any other Loan Party shall at any time issue or have
outstanding any Subordinated Indebtedness, the Borrower shall take or cause such other Loan Party to take all such actions as shall
be necessary to cause the Secured Obligations to constitute senior indebtedness (however denominated) in respect of such Subordinated
Indebtedness and to enable the Administrative Agent and the Lenders to have and exercise any payment blockage or other remedies
available or potentially available to holders of senior indebtedness under the terms of such Subordinated Indebtedness. Without
limiting the foregoing, the Secured Obligations are hereby designated as “senior indebtedness” and as “designated
senior indebtedness” and words of similar import under and in respect of any indenture or other agreement or instrument under
which such Subordinated Indebtedness is outstanding and are further given all such other designations as shall be required under
the terms of any such Subordinated Indebtedness in order that the Lenders may have and exercise any payment blockage or other remedies
available or potentially available to holders of senior indebtedness under the terms of such Subordinated Indebtedness.


Section 1.08
Rounding. Any financial ratios required to be maintained by any Loan Party pursuant to this Agreement shall
be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number
of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up
if there is no nearest number).


Article
II



The Credits


Section 2.01
Commitments.


(a)
Subject to the terms and conditions set forth herein, each Lender severally (and not jointly) agrees to make Revolving Loans
in dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result
(after giving effect to any application of proceeds of such Borrowing pursuant to Section 2.10(a)) in (i) such Lender’s Revolving
Exposure exceeding such Lender’s Revolving Commitment or (ii) the Aggregate Revolving Exposure exceeding the aggregate
Revolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow,
prepay and reborrow Revolving Loans.


(b)
Subject to the terms and conditions set forth herein, each Term Lender severally (and not jointly) agrees to make a Term
Loan in dollars to the Borrower, on the Effective Date, in a principal amount not to exceed such Lender’s Term Loan Commitment.
Amounts prepaid or repaid in respect of Term Loans may not be reborrowed.


Section 2.02
Loans and Borrowings.


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


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



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(c)
At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount
that is an integral multiple of $50,000 and not less than $250,000. At the time that each ABR Borrowing is made, such Borrowing
shall be in an aggregate amount that is an integral multiple of $50,000 and not less than $100,000; provided that an ABR
Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Revolving Commitments
or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Each Swingline Loan
shall be in an amount that is an integral multiple of $250,000 and not less than $250,000. Borrowings of more than one Type and
Class may be outstanding at the same time; provided that there shall not at any time be more than a total of six (6) Eurodollar
Borrowings outstanding.


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


Section 2.03
Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such
request either in writing (delivered by hand or fax) by delivering a Borrowing Request signed by a Responsible Officer of the Borrower
or through Electronic System, if arrangements for doing so have been approved by the Administrative Agent, (a) in the case of a
Eurodollar Borrowing, not later than 10:00 a.m., New York City time, three (3) Business Days before the date of the proposed Borrowing
or (b) in the case of an ABR Borrowing, not later than noon, New York City time, on the date of the proposed Borrowing; provided
that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e)
may be given not later than 9:00 a.m., New York City time, on the date of the proposed Borrowing. Each such Borrowing Request shall
be irrevocable. Each such Borrowing Request shall specify the following information in compliance with Section 2.01:


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


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


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


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


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


Section 2.04
[Section Intentionally Omitted]



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Section 2.05
Swingline Loans.


(a)
Subject to the terms and conditions set forth herein, from time to time during the Availability Period, the Swingline Lender
agrees to make Swingline Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in
(i) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Lender’s Swingline Commitment,
(ii) the Swingline Lender’s Revolving Exposure exceeding its Revolving Commitment, or (iii) the Aggregate Revolving Exposure
exceeding the aggregate Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline
Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth
herein, the Borrower may borrow, prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrower shall notify the
Administrative Agent of such request by fax or through Electronic System, if arrangements for doing so have been approved by the
Administrative Agent, not later than noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall
be in a form approved by the Administrative Agent, shall be irrevocable and shall specify the requested date (which shall be a
Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of
any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means
of a credit to the Funding Account(s) (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement
as provided in Section 2.06(e), by remittance to the Issuing Bank, and in the case of repayment of another Loan or fees or
expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders) by 2:00 p.m.,
New York City time, on the requested date of such Swingline Loan.


(b)
The Swingline Lender may by written notice given to the Administrative Agent require the Revolving Lenders to acquire participations
on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of
Swingline Loans in which the Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent
will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such
Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice
from the Administrative Agent (and in any event, if such notice is received by 11:00 a.m., New York City time, on a Business Day
no later than 4:00 p.m., New York City time on such Business Day and if received after 11:00 a.m., New York City time, “on
a Business Day” shall mean no later than 9:00 a.m. New York City time on the immediately succeeding Business Day), to pay
to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline
Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant
to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made
without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under
this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect
to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders),
and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders.
The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph,
and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender.
Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline
Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the
Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent
to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests
may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent,
as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations
in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.



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Section 2.06
Letters of Credit.


(a)
General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of
Credit denominated in dollars as the applicant thereof for the support of its or its Subsidiaries’ obligations, in a form
reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Availability
Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any
Letter of Credit Agreement, the terms and conditions of this Agreement shall control. Notwithstanding anything herein to the contrary,
the Issuing Bank shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit (i) the proceeds of which
would be made available to any Person (A) to fund any activity or business of or with any Sanctioned Person, or in any country
or territory that, at the time of such funding, is the subject of any Sanctions or (B) in any manner that would result in a violation
of any Sanctions by any party to this Agreement, (ii) if any order, judgment or decree of any Governmental Authority or arbitrator
shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Requirement of Law
relating to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority
with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters
of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of
Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not
in effect on the Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable
on the Effective Date and which the Issuing Bank in good faith deems material to it, or (iii) if the issuance of such Letter of
Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally; provided that, notwithstanding
anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines,
requirements or directives thereunder or issued in connection therewith or in the implementation thereof, and (y) all requests,
rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking
Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant
to Basel III, shall in each case be deemed not to be in effect on the Effective Date for purposes of clause (ii) above, regardless
of the date enacted, adopted, issued or implemented.


(b)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit
(or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or fax (or transmit
through Electronic System, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative
Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension, but in any event no less than
three Business Days) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended,
renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the
date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such
Letter of Credit, the name and address of the beneficiary thereof, and such other information as shall be necessary to prepare,
amend, renew or extend such Letter of Credit. In addition, as a condition to any such Letter of Credit issuance, the Borrower shall
have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall
submit a letter of credit application, in each case, as required by the Issuing Bank and using such Issuing Bank’s standard
form (each, a “Letter of Credit Agreement”). A Letter of Credit shall be issued, amended, renewed or extended
only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent
and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the aggregate LC Exposure shall
not exceed $500,000, (ii) no Revolving Lender’s Revolving Exposure shall exceed its Revolving Commitment and (iii) the Aggregate
Revolving Exposure shall not exceed the aggregate Revolving Commitments. Notwithstanding the foregoing or anything to the contrary
contained herein, no Issuing Bank shall be obligated to issue or modify any Letter of Credit if, immediately after giving effect
thereto, the outstanding LC Exposure in respect of all Letters of Credit issued by such Person and its Affiliates would exceed
such Issuing Bank’s Issuing Bank Sublimit. Without limiting the foregoing and without affecting the limitations contained
herein, it is understood and agreed that the Borrower may from time to time request that an Issuing Bank issue Letters of Credit
in excess of its individual Issuing Bank Sublimit in effect at the time of such request, and each Issuing Bank agrees to consider
any such request in good faith. Any Letter of Credit so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit
then in effect shall nonetheless constitute a Letter of Credit for all purposes of the Credit Agreement, and shall not affect the
Issuing Bank Sublimit of any other Issuing Bank, subject to the limitations on the aggregate LC Exposure set forth in clause (i)
of this Section 2.06(b).



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


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


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



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


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



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


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


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


(j)
Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower
receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving
Lenders with LC Exposure representing greater than 50% of the aggregate LC Exposure) demanding the deposit of cash collateral pursuant
to this paragraph, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent
and for the benefit of the Revolving Lenders (the “LC Collateral Account”), an amount in cash equal to 105%
of the amount of the LC Exposure as of such date plus accrued and unpaid interest thereon; provided that the obligation
to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable,
without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described
in clause (h) or (i) of Article VII. The Borrower also shall deposit cash collateral in accordance with this paragraph
as and to the extent required by Section 2.11(b) or 2.20. Each such deposit shall be held by the Administrative Agent as collateral
for the payment and performance of the Secured Obligations. The Administrative Agent shall have exclusive dominion and control,
including the exclusive right of withdrawal, over the LC Collateral Account and the Borrower hereby grants the Administrative Agent
a security interest in the LC Collateral Account and all moneys or other assets on deposit therein or credited thereto. Other than
any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the
Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits,
if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent
to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall
be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity
of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 50%
of the aggregate LC Exposure), be applied to satisfy other Secured Obligations. If the Borrower is required to provide an amount
of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid)
shall be returned to the Borrower within three (3) Business Days after all such Events of Default have been cured or waived as
confirmed in writing by the Administrative Agent.



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


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


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


Section 2.07
Funding of Borrowings.


(a)
Each Lender shall make each Loan to be made by such Lender hereunder on the proposed date thereof solely by wire transfer
of immediately available funds by 2:00 p.m., New York City time, to the account of the Administrative Agent most recently designated
by it for such purpose by notice to the Lenders in an amount equal to such Lender’s Applicable Percentage; provided
that Term Loans shall be made as provided in Sections 2.01(b) and 2.02(b) and Swingline Loans shall be made as provided in Section 2.05.
The Administrative Agent will make such Loans available to the Borrower by promptly crediting the funds so received in the aforesaid
account of the Administrative Agent to the Funding Account(s); provided that ABR Revolving Loans made to finance the reimbursement
of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the Issuing Bank.



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


Section 2.08
Interest Elections.


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


(b)
To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election either
in writing (delivered by hand or fax) by delivering an Interest Election Request signed by a Responsible Officer of the Borrower
or through Electronic System, if arrangements for doing so have been approved by the Administrative Agent, by the time that a Borrowing
Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election
to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable.


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



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


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


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


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


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


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


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


Section 2.09
Termination and Reduction of Commitments.


(a)
Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the Effective
Date and (ii) all the Revolving Commitments shall terminate on the Revolving Credit Maturity Date.


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


(c)
The Borrower may from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving
Commitments shall be in an amount that is an integral multiple of $250,000 and not less than $250,000 and (ii) the Borrower shall
not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in
accordance with Section 2.11, the Aggregate Revolving Exposure would exceed the aggregate
Revolving Commitments.


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



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


(a)
The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Lender
the then unpaid principal amount of each Revolving Loan on the Revolving Credit Maturity Date, and (ii) to the Swingline Lender
the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Credit Maturity Date and the fifth Business
Day after such Swingline Loan is made; provided that on each date that a Revolving Loan is made, the Borrower shall repay
all Swingline Loans then outstanding and the proceeds of any such Revolving Loan shall be applied by the Administrative Agent to
repay any Swingline Loans outstanding.


(b)
The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Term Lender on each
date set forth below the aggregate principal amount set forth opposite such date (as adjusted from time to time pursuant to Section
2.11(d) or 2.18(b)):


	Date	Amount
	December 31, 2019	$625,000
	March 31, 2020	$1,250,000
	June 30, 2020	$1,250,000
	September 30, 2020	$1,250,000
	December 31, 2020	$1,250,000
	March 31, 2021	$1,875,000
	June 30, 2021	$1,875,000
	September 30, 2021	$1,875,000
	December 31, 2021	$1,875,000
	March 31, 2022	$1,875,000
	June 30, 2022	$1,875,000
	September 30, 2022	$1,875,000
	December 31, 2022	$1,875,000
	March 31, 2023	$2,500,000
	June 30, 2023	$2,500,000
	September 30, 2023	$2,500,000
	December 31, 2023	$2,500,000
	March 31, 2024	$2,500,000
	June 30, 2024	$2,500,000
	September 30, 2024	$1,875,000
	Term Loan Maturity Date	The entire unpaid principal amount of all Term Loans


 






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; provided if any date set forth
above is not a Business Day, then payment shall be due and payable on the Business Day immediately preceding such date. To the
extent not previously paid, all unpaid Term Loans shall be paid in full in cash by the Borrower on the Term Loan Maturity Date.


(c)
Prior to any repayment of any Term Loan Borrowings of any Class under this Section, the Borrower shall select the Borrowing
or Borrowings of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by fax or
through Electronic System), of such selection not later than 11:00 a.m., New York City time, three (3) Business Days before the
scheduled date of such repayment. Each repayment of a Term Loan Borrowing shall be applied ratably to the Loans included in the
repaid Term Loan Borrowing. Repayments of Term Loan Borrowings shall be accompanied by accrued interest on the amounts repaid.


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


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


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


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


Section 2.11
Prepayment of Loans.


(a)
The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject
to prior notice in accordance with paragraph (e) of this Section and, if applicable, payment of any break funding expenses under
Section 2.16. In the event of any prepayment made in accordance with this Section 2.11 on a date set forth above in Section 2.10(b)
in excess of the aggregate principal amount due on such date, such excess payments shall be credited and applied against any future
payments due and payable by the Borrower, in the Borrower’s discretion, upon providing three (3) Business Days’ prior
written notice to the Administrative Agent.


(b)
In the event and on such occasion that the Aggregate Revolving Exposure exceeds the aggregate Revolving Commitments, the
Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans (or, if no such Borrowings are outstanding, deposit
cash collateral in the LC Collateral Account in an aggregate amount equal to such excess, in accordance with Section 2.06(j)).



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(c)
In the event and on each occasion that any Net Proceeds are received by or on behalf of any Loan Party or any Subsidiary
in respect of any Prepayment Event, the Borrower shall, immediately after such Net Proceeds are received by any Loan Party or Subsidiary,
prepay the Obligations and cash collateralize the LC Exposure as set forth in Section 2.11(d) below in an aggregate amount equal
to 100% of such Net Proceeds, provided that:


(i)
in the case of any event described in clause (a) or (b) of the definition of the term “Prepayment Event”,
if the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the Loan Parties
intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 180 days after
receipt of such Net Proceeds, to acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory)
to be used in the business of the Loan Parties, and certifying that no Default has occurred and is continuing, then no prepayment
shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate, provided that to the
extent of any such Net Proceeds that have not been so applied by the end of such 180-day period, a prepayment shall be required
at such time in an amount equal to such Net Proceeds that have not been so applied; and


(ii)
in the case of any event described in clause (c)(ii) of the definition of the term “Prepayment Event”,
if the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the Loan Parties
intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 180 days after
receipt of such Net Proceeds, in connection with the consummation of a Permitted Acquisition or Other Acquisition, and certifying
that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the
Net Proceeds specified in such certificate, provided that to the extent of any such Net Proceeds that have not been so applied
by the end of such 180-day period, a prepayment shall be required at such time in an amount equal to such Net Proceeds that have
not been so applied.


(d)
All prepayments required to be made pursuant to Section 2.11(c) shall be applied, first to prepay the Term Loans
(and in the event Term Loans of more than one Class shall be outstanding at the time, shall be allocated among the Term Loans pro
rata based on the aggregate principal amounts of outstanding Term Loans of each such Class) as so allocated, and shall be applied
to reduce the subsequent scheduled repayments of Term Loans of each Class to be made pursuant to Section 2.10 in inverse order
of maturity and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the
Revolving Commitments and third to cash collateralize outstanding LC Exposure; provided that all prepayments required to
be made pursuant to Section 2.11(c) with respect to Net Proceeds arising from any casualty or other insured damage to, or any taking
under power of eminent domain or by condemnation or similar proceeding, to the extent they arise from casualties or losses to cash
or Inventory shall be applied, first, to prepay the Revolving Loans (including Swingline Loans) without a corresponding
reduction in the Revolving Commitments and second, to cash collateralize outstanding LC Exposure, and third, to prepay
the Term Loans (allocated and applied to subsequent scheduled repayments as set forth above).



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(e)
The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender)
by telephone (confirmed by fax) or through Electronic System, if arrangements for doing so have been approved by the Administrative
Agent, of any prepayment under this Section: (i) in the case of prepayment of a Eurodollar Borrowing, not later than 10:00 a.m.,
New York City time, three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing,
not later than 10:00 a.m., New York City time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan,
not later than 11:00 a.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify
the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that if a notice
of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.09,
then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly
following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment
of any Revolving Borrowing or Term Loan shall be in an amount that would be permitted in the case of an advance of a Borrowing
of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment.
Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied
by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16.


Section 2.12
Fees.


(a)
The Borrower agrees to pay to the Administrative Agent a commitment fee for the account of each Revolving Lender, which
shall accrue at the Applicable Rate on the daily amount of the undrawn portion of the Revolving Commitment of such Lender during
the period from and including the Effective Date to but excluding the date on which the Lenders’ Revolving Commitments terminate;
it being understood that the LC Exposure of a Lender shall be included and the Swingline Exposure of a Lender shall be excluded
in the drawn portion of the Revolving Commitment of such Lender for purposes of calculating the commitment fee. Accrued commitment
fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the
Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be
computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day
but excluding the last day).


(b)
The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation
fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the
interest rate applicable to Eurodollar Revolving Loans on the daily amount of such Lender’s LC Exposure (excluding any portion
thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding
the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to
have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the daily
amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from
and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which
there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees and commissions with respect to the issuance,
amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings
thereunder. Participation fees and fronting fees accrued through and including the last day of each month shall be payable on the
third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided
that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the
date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant
to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed
on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding
the last day).



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


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


Section 2.13
Interest.


(a)
The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate
plus the Applicable Rate.


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


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


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


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


Section 2.14
Alternate Rate of Interest; Illegality.


(a)
If prior to the commencement of any Interest Period for a Eurodollar Borrowing:



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


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


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


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


(c)
Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition
Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace
the LIBO Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective
at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and
the Borrower, so long as the Administrative Agent has not received, by such time, written notice of objection to such proposed
amendment from Lenders comprising the Required Lenders of each Class; provided that, with respect to any proposed amendment
containing any SOFR-Based Rate, the Lenders shall be entitled to object only to the Benchmark Replacement Adjustment contained
therein. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising
the Required Lenders of each Class have delivered to the Administrative Agent written notice that such Required Lenders accept
such amendment. No replacement of LIBO Rate with a Benchmark Replacement will occur prior to the applicable Benchmark Transition
Start Date.



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


(e)
The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition
Event or an Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness
of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period.
Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 2.14,
including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance
or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may
be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required
pursuant to this Section 2.14.


(f)
Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (i) any Interest Election
Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be
ineffective and any such Eurodollar Borrowing shall be repaid or converted into an ABR Borrowing on the last day of the then current
Interest Period applicable thereto, and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be
made as an ABR Borrowing.


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


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


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


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


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



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


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


(d)
Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not
constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that
the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs
or reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies
the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s
intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs
or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive
effect thereof.


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



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Section 2.17
Withholding of Taxes; Gross-Up.


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


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


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


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


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



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(f)
Status of Lenders.


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


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


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


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


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


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



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


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


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


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


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



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


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


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


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


(a)
The Borrower shall make each payment or prepayment required to be made by it hereunder (whether of principal, interest,
fees or reimbursement of LC Disbursements, or of amounts payable under Sections 2.15, 2.16 or 2.17, or otherwise) prior to 2:00
p.m., New York City time, on the date when due or the date fixed for any prepayment hereunder, in immediately available funds,
without setoff, recoupment or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative
Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such
payments shall be made to the Administrative Agent at its offices at 10 S. Dearborn St., Chicago, IL 60603 except payments to be
made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections
2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any
such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof.
Unless otherwise provided for herein, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment
shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall
be payable for the period of such extension. All payments hereunder shall be made in dollars.



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(b)
All payments and any proceeds of Collateral received by the Administrative Agent (i) not constituting either (A) a specific
payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the
Borrower), or (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (ii) after an Event of Default
has occurred and is continuing and the Administrative Agent so elects or the Required Lenders so direct, shall be applied ratably
first, to pay any fees, indemnities, or expense reimbursements then due to the Administrative Agent, the Swingline Lender
and the Issuing Bank from the Borrower (other than in connection with Banking Services Obligations or Swap Agreement Obligations),
second, to pay any fees, indemnities, or expense reimbursements then due to the Lenders from the Borrower (other than in
connection with Banking Services Obligations or Swap Agreement Obligations), third, to pay interest then due and payable
on the Loans ratably, fourth, to prepay principal on the Loans and unreimbursed LC Disbursements and to pay any amounts
owing in respect of Swap Agreement Obligations and Banking Services Obligations up to and including the amount most recently provided
to the Administrative Agent pursuant to Section 2.22, ratably (with amounts allocated to the Term Loans of any Class applied to
reduce the subsequent scheduled repayments of the Term Loans of such Class to be made pursuant to Section 2.10 in inverse order
of maturity), fifth, to pay an amount to the Administrative Agent equal to one hundred five percent (105%) of the aggregate
LC Exposure, to be held as cash collateral for such Obligations, and sixth, to the payment of any other Secured Obligation
due to the Administrative Agent or any Lender from the Borrower or any other Loan Party. Notwithstanding anything to the
contrary contained in this Agreement, unless so directed by the Borrower, or unless a Default is in existence, neither the Administrative
Agent nor any Lender shall apply any payment which it receives to any Eurodollar Loan of a Class, except (i) on the expiration
date of the Interest Period applicable thereto, or (ii) in the event, and only to the extent, that there are no outstanding ABR
Loans of the same Class and, in any such event, the Borrower shall pay the break funding payment required in accordance with Section
2.16. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any
and all such proceeds and payments to any portion of the Secured Obligations.


Notwithstanding
the foregoing, Secured Obligations arising under Banking Services Obligations or Swap Agreement Obligations shall be excluded from
the application described above and paid in clause sixth if the Administrative Agent has not received written notice thereof,
together with such supporting documentation as the Administrative Agent may have reasonably requested from the applicable provider
of such Banking Services or Swap Agreements.


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



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


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


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



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Section 2.19
Mitigation Obligations; Replacement of Lenders.


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


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


Section 2.20
Defaulting Lenders.


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


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



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


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


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



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


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


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


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


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


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


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



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


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


Section 2.22
Banking Services and Swap Agreements. Each Lender or Affiliate thereof providing Banking Services for, or
having Swap Agreements with, any Loan Party or any Subsidiary or Affiliate of a Loan Party shall deliver to the Administrative
Agent, promptly after entering into such Banking Services or Swap Agreements, written notice setting forth the aggregate amount
of all Banking Services Obligations and Swap Agreement Obligations of such Loan Party or Subsidiary or Affiliate thereof to such
Lender or Affiliate (whether matured or unmatured, absolute or contingent). In furtherance of that requirement, each such Lender
or Affiliate thereof shall furnish the Administrative Agent, from time to time after a significant change therein or upon a request
therefor, a summary of the amounts due or to become due in respect of such Banking Services Obligations and Swap Agreement Obligations.
The most recent information provided to the Administrative Agent shall be used in determining which tier of the waterfall, contained
in Section 2.18(b), such Banking Services Obligations and/or Swap Agreement Obligations will be placed.


Article
III



Representations and Warranties


Each Loan Party
represents and warrants to the Lenders that (and where applicable, agrees):


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


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



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


Section 3.04
Financial Condition; No Material Adverse Change.


(a)
The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders’
equity and cash flows (i) as of and for the fiscal year ended December 31, 2018, reported on by Weaver and Tidwell LLP, independent
public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2019, certified
by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and
results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in
accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes in the case of the statements referred
to in clause (ii) above.


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


Section 3.05
Properties.


(a)
As of the date of this Agreement, Schedule 3.05 sets forth the address of each parcel of real property that is owned
or leased by any Loan Party. Each of such leases and subleases is valid and enforceable in accordance with its terms and is in
full force and effect, and no default by any party to any such lease or sublease exists. Each of the Loan Parties and each Subsidiary
has good and indefeasible title to, or valid leasehold interests in, all of its real and personal property, free of all Liens other
than those permitted by Section 6.02.


(b)
Each Loan Party and each Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other
intellectual property necessary to its business as currently conducted, a correct and complete list of which, as of the date of
this Agreement, is set forth on Schedule 3.05, and the use thereof by each Loan Party and each Subsidiary does not infringe
in any material respect upon the rights of any other Person, and each Loan Party’s and each Subsidiary’s rights thereto
are not subject to any licensing agreement or similar arrangement.


Section 3.06
Litigation and Environmental Matters.


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



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


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


Section 3.07
Compliance with Laws and Agreements; No Default. Except where the failure to do so, individually or in the
aggregate, would not reasonably be expected to result in a Material Adverse Effect, each Loan Party and each Subsidiary is in compliance
with (i) all Requirement of Law applicable to it or its property and (ii) all indentures, agreements and other instruments binding
upon it or its property. No Default has occurred and is continuing.


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


Section 3.09
Taxes. Each Loan Party and each Subsidiary has timely filed or caused to be filed all Tax returns and reports
required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except Taxes that are
not yet due and payable or are being contested in good faith by appropriate proceedings and for which such Loan Party or such Subsidiary,
as applicable, has set aside on its books adequate reserves. No tax liens have been filed and no claims are being asserted with
respect to any such taxes.


Section 3.10
ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other
such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to result in a Material Adverse
Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of
Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting
such amounts, exceed the fair market value of the assets of such Plan.


Section 3.11
Disclosure. (a) The Loan Parties have disclosed to the Lenders all agreements, instruments and corporate or
other restrictions to which any Loan Party or any Subsidiary is subject, and all other matters known to it, that, individually
or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements,
certificates or other information furnished by or on behalf of any Loan Party or any Subsidiary to the Administrative Agent or
any Lender in connection with the negotiation of this Agreement or any other Loan Document (as modified or supplemented by other
information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that,
with respect to projected financial information, the Loan Parties represent only that such information was prepared in good faith
based upon assumptions believed to be reasonable at the time delivered and, if such projected financial information was delivered
prior to the Effective Date, as of the Effective Date.


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



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Section 3.12
Material Agreements. All material agreements and contracts to which any Loan Party or any Subsidiary is a
party or is bound as of the date of this Agreement are listed on Schedule 3.12. No Loan Party or any Subsidiary is, to its
knowledge, in default in the performance, observance or fulfillment of any of the material obligations, covenants or conditions
contained in (i) any material agreement to which it is a party or (ii) any agreement or instrument evidencing or governing Indebtedness.


Section 3.13
Solvency. (a) Immediately after the consummation of the Transactions to occur on the Effective Date and immediately
after the making of each Loan and each issuance of a Letter of Credit hereunder, (i) the fair value of the assets of the Loan Parties,
taken on a consolidated basis, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise;
(ii) the present fair saleable value of the property of the Loan Parties will be greater than the amount that will be required
to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other
liabilities become absolute and matured; (iii) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent
or otherwise, as such debts and liabilities become absolute and matured; and (iv) no Loan Party will have unreasonably small capital
with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted after
the Effective Date.


(b)
No Loan Party intends to, nor will permit any Subsidiary to, and no Loan Party believes that it or any Subsidiary will,
incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received
by it or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness
of any such Subsidiary.


Section 3.14
Insurance. Schedule 3.14 sets forth a description of all insurance maintained by or on behalf
of the Loan Parties and their Subsidiaries as of the Effective Date. As of the Effective Date, all premiums in respect of such
insurance that are due and payable have been paid. The Loan Parties believe that the insurance maintained by or on behalf of the
Loan Parties and their Subsidiaries is adequate and is customary for companies engaged in the same or similar businesses operating
in the same or similar locations.


Section 3.15
Capitalization and Subsidiaries. Schedule 3.15 sets forth (a) a correct and complete list of the name
and relationship to the Borrower of each Subsidiary, (b) a true and complete listing of each class of each of the Borrower’s
authorized Equity Interests, of which all of such issued Equity Interests are validly issued, outstanding, fully paid and non-assessable,
and owned beneficially and of record by the Persons identified on Schedule 3.15, and (c) the type of entity of the Borrower
and each Subsidiary. All of the issued and outstanding Equity Interests owned by any Loan Party have been (to the extent such concepts
are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessable.


Section 3.16
Security Interest in Collateral. The provisions of this Agreement and the other Loan Documents create legal
and valid Liens on all the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, and such Liens
constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable
Loan Party and all third parties, and having priority over all other Liens on the Collateral except in the case of (a) Permitted
Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent
pursuant to any applicable law or agreement and (b) Liens perfected only by possession (including possession of any certificate
of title), to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral.



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


Section 3.18
Margin Regulations. No Loan Party is engaged and will not engage, principally or as one of its important activities,
in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock,
and no part of the proceeds of any Borrowing or Letter of Credit hereunder will be used to buy or carry any Margin Stock. Following
the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than 25% of the value of the
assets (either of any Loan Party only or of the Loan Parties and their Subsidiaries on a consolidated basis) will be Margin Stock.


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


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


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


Section 3.22
EEA Financial Institutions. No Loan Party is an EEA Financial Institution.


Section 3.23
Plan Assets; Prohibited Transactions. None of the Loan Parties or any of their Subsidiaries is an entity deemed
to hold “plan assets” (within the meaning of the Plan Asset Regulations), and neither the execution, delivery nor performance
of the transactions contemplated under this Agreement, including the making of any Loan and the issuance of any Letter of Credit
hereunder, will give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.



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Article
IV



Conditions


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


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


(b)
Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements
of the Borrower for the December 31, 2018 and 2017 fiscal years, (ii) unaudited interim consolidated financial statements of the
Borrower for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause
(i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable
judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Borrower,
as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph and (iii) reasonably satisfactory
Projections through 2023.


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


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


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



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


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


(h)
Solvency. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer
of the Borrower dated the Effective Date in form and substance reasonably satisfactory to the Administrative Agent.


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


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


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


(l)
USA PATRIOT Act, Etc. (i) The Administrative Agent shall have received, (x) at least five (5) days prior to the Effective
Date, all documentation and other information regarding the Borrowers requested in connection with applicable “know your
customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent requested in writing
of the Borrowers at least ten (10) days prior to the Effective Date, and (y) a properly completed and signed IRS Form W-8 or W-9,
as applicable, for each Loan Party, and (ii) to the extent the Borrower qualifies as a “legal entity customer” under
the Beneficial Ownership Regulation, at least five (5) days prior to the Effective Date, any Lender that has requested, in a written
notice to the Borrower at least ten (10) days prior to the Effective Date, a Beneficial Ownership Certification in relation to
the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such
Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied).



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(m)
Other Documents. The Administrative Agent shall have received such other documents as the Administrative Agent, the
Arranger, the Issuing Bank, any Lender or their respective counsel may have reasonably requested, including any reasonably requested
landlord, mortgagee, or bailee waivers.


The Administrative
Agent shall notify the Borrower, the Lenders and the Issuing Bank of the Effective Date, and such notice shall be conclusive and
binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of
Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section
9.02) at or prior to 2:00 p.m., New York City time, on December 31, 2019 (and, in the event such conditions are not so satisfied
or waived, the Commitments shall terminate at such time).


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


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


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


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


Article
V



Affirmative Covenants


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


Section 5.01
Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each
Lender, including their Public-Siders:


(a)
within ninety (90) days (or to the extent that the Borrower has successfully been granted a reporting extension pursuant
to Rule 12b-25, adopted by the SEC, under the Securities Exchange Act of 1934, one hundred and five (105) days)) after the end
of each fiscal year of the Borrower, its audited consolidated and consolidating balance sheet and related statements of operations,
stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the
figures for the previous fiscal year, all reported on by independent public accountants of recognized national standing (without
a “going concern” or like qualification, commentary or exception, and without any qualification or exception as to
the scope of such audit) to the effect that such consolidated and consolidating financial statements present fairly in all material
respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated
and consolidating basis in accordance with GAAP consistently applied;



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(b)
within forty-five (45) days (or to the extent that the Borrower has successfully been granted a reporting extension
pursuant to Rule 12b-25, adopted by the SEC, under the Securities Exchange Act of 1934, fifty (50) days)) after the end of each
of the first three fiscal quarters of the Borrower, its consolidated and consolidating balance sheet and related statements of
operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion
of such fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or,
in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer as presenting
fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries
on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence
of footnotes;


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


(d)
as soon as available, but in any event no later than the end of, and no later than sixty (60) days after the end of, each
fiscal year of the Borrower, a copy of the plan and forecast (including a projected consolidated and consolidating balance sheet,
income statement and cash flow statement) of the Borrower for each month of the upcoming fiscal year (the “Projections”)
in form reasonably satisfactory to the Administrative Agent;


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


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


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



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


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


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


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



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


(a)
to the knowledge of the Borrower, the occurrence of any Default;


(b)
receipt of any notice of any investigation by a Governmental Authority or any litigation or proceeding commenced or threatened
against any Loan Party or any Subsidiary that (i)(x) in the case of any threatened litigation or proceeding, seeks damages in excess
of $500,000 or (y) otherwise, seeks damages in excess of $250,000, (ii) seeks injunctive relief, (iii) is asserted or instituted
against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party or any Subsidiary, (v) alleges
the violation of, or seeks to impose remedies under, any Environmental Law or related Requirement of Law, or seeks to impose Environmental
Liability, (vi) asserts liability on the part of any Loan Party or any Subsidiary in excess of $250,000 in respect of any tax,
fee, assessment, or other governmental charge, or (vii) involves any product recall;


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


(d)
the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably
be expected to result in liability of the Loan Parties and their Subsidiaries in an aggregate amount exceeding $250,000;


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


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


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


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


Section 5.03
Existence; Conduct of Business. Each Loan Party will, and will cause each Subsidiary to, (a) do or cause to
be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications,
licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses and permits material to the
conduct of its business, and maintain all requisite authority to conduct its business in each jurisdiction in which its business
is conducted; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted
under Section 6.03 and (b) carry on and conduct its business in substantially the same manner and in substantially the same
fields of enterprise as it is presently conducted.



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


Section 5.05
Maintenance of Properties. Each Loan Party will, and will cause each Subsidiary to, keep and maintain all
property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted.


Section 5.06
Books and Records; Inspection Rights. Each Loan Party will, and will cause each Subsidiary to, (a) keep proper
books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its
business and activities and (b) permit any representatives designated by the Administrative Agent or any Lender (including employees
of the Administrative Agent, any Lender or any consultants, accountants, lawyers, agents and appraisers retained by the Administrative
Agent), upon reasonable prior notice and during such Loan Party’s customary business hours, to visit and inspect its properties,
conduct at the Loan Party’s premises field examinations of the Loan Party’s assets, liabilities, books and records,
including examining and making extracts from its books and records, environmental assessment reports and Phase I or Phase II studies,
and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times
and as often as reasonably requested; provided, that so long as no Event of Default has occurred and is continuing, the Administrative
Agent and its designated representatives shall not be reimbursed for more than one such visit and inspection per year. The Loan
Parties acknowledge that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the
Lenders certain Reports pertaining to the Loan Parties’ assets for internal use by the Administrative Agent and the Lenders.


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


Section 5.08
Use of Proceeds.


(a)
The proceeds of the Term Loans will be used only to (i) fund the Closing Date Dividend and (ii) pay the fees and expenses
incurred in connection with the Transactions. The proceeds of the Revolving Loans and the Letters of Credit will be used after
the Effective Date to finance the working capital needs and for general corporate purposes of the Borrower and its Subsidiaries.
No part of the proceeds of any Loan and no Letter of Credit will be used, whether directly or indirectly, for any purpose that
entails a violation of any of the regulations of the Federal Reserve Board, including Regulations T, U and X.



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(b)
The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that
its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing
or Letter of Credit (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money,
or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or
facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to
the extent permitted for a Person required to comply with Sanctions, or (iii) in any manner that would result in the violation
of any Sanctions applicable to any party hereto.


Section 5.09
Accuracy of Information. The Loan Parties will ensure that any information, including financial statements
or other documents, furnished to the Administrative Agent or the Lenders in connection with this Agreement or any other Loan Document
or any amendment or modification hereof or thereof or waiver hereunder or thereunder contains no material misstatement of fact
or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading, and the furnishing of such information shall be deemed to be a representation and warranty by the Borrower
on the date thereof as to the matters specified in this Section 5.09; provided that, with respect to the Projections, the Loan
Parties will cause the Projections to be prepared in good faith based upon assumptions believed to be reasonable at the time (it
being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are subject to
significant uncertainties and contingencies, many of which are beyond the Loan Parties’ control, that no assurance can be
given that any particular Projections will be realized and that actual results during the period or periods covered by any such
Projections may differ significantly from the projected results and such differences may be material).


Section 5.10
Insurance. Each Loan Party will, and will cause each Subsidiary to, maintain with financially sound and reputable
carriers having a financial strength rating of at least A- by A.M. Best Company (a) insurance in such amounts (with no greater
risk retention) and against such risks (including loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny,
embezzlement, and other criminal activities; business interruption; and general liability) and such other hazards, as is customarily
maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations
and (b) all insurance required pursuant to the Collateral Documents. The Borrower will furnish to the Lenders, upon request of
the Administrative Agent, but no less frequently than annually, information in reasonable detail as to the insurance so maintained.


Section 5.11
[Reserved.]


Section 5.12
Casualty and Condemnation. The Borrower (a) will furnish to the Administrative Agent and the Lenders prompt
written notice of any casualty or other insured damage to any material portion of the Collateral or the commencement of any action
or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by
condemnation or similar proceeding and (b) will ensure that the Net Proceeds of any such event (whether in the form of insurance
proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of this Agreement
and the Collateral Documents


Section 5.13
Depository Banks. On and from the date that is 180 days after the Effective Date, each Loan Party will maintain
the Administrative Agent as its principal depository bank, including for the maintenance of operating, administrative, cash management,
collection activity, and other deposit accounts for the conduct of its business.



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Section 5.14
Additional Collateral; Further Assurances.


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


(b)
Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its Domestic Subsidiaries
and (ii) 100% of the issued and outstanding Equity Interests in each Foreign Subsidiary directly owned by the Borrower or any Domestic
Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit
of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other
security documents as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, no such pledge agreement
in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder to the extent the Administrative Agent or
its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant
to legally valid, binding and enforceable pledge agreements.


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


(d)
If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any
Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject
to the Lien under the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the
Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a
Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary
or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c)
of this Section, all at the expense of the Loan Parties; provided that the Administrative Agent may (but shall not be obligated
to) determine in its sole and reasonable discretion that the cost to the Loan Parties of granting and perfecting any such Lien
is disproportionate to the benefit to be realized by the Administrative Agent, the Lenders and the other Secured Parties by perfecting
a Lien in a given asset or group of assets included in the Collateral and, in such case, the Administrative Agent shall be permitted
to, without the consent of the Lenders or Required Lenders, waive the requirement of perfection set forth in this Section 5.14.



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Section 5.15
Post-Closing Requirements. Not later than the dates set forth in Schedule 5.15 (or such later dates
as the Administrative Agent shall agree in its sole discretion) or as otherwise required thereunder, the Loan Parties shall take
the actions set forth on Schedule 5.15.


Article
VI



Negative Covenants


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


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


(a)
the Secured Obligations;


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


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


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


(e)
Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed
or capital assets (whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness
assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition
thereof, and extensions, renewals and replacements of any such Indebtedness in accordance with clause (f) below; provided
that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction
or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance
Indebtedness in respect thereof permitted by clause (f) below, shall not exceed $500,000 at any time outstanding;


(f)
Indebtedness which represents extensions, renewals, refinancing or replacements (such Indebtedness being so extended, renewed,
refinanced or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness
described in clauses (b) and (e) and (i) and (j) and (h) hereof (such Indebtedness being referred to herein as the “Original
Indebtedness”); provided that (i) such Refinance Indebtedness does not increase the principal amount or interest
rate of the Original Indebtedness, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property
of any Loan Party or any Subsidiary, (iii) no Loan Party or any Subsidiary that is not originally obligated with respect to repayment
of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance
Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such
Refinance Indebtedness are not less favorable to the obligor thereunder than the original terms of such Original Indebtedness and
(vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions
of such Refinance Indebtedness must include subordination terms and conditions that are at least as favorable to the Administrative
Agent and the Lenders as those that were applicable to such Original Indebtedness;



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


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


(i)
Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that (i) such Indebtedness exists
at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming
a Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (i) together with any Refinance Indebtedness
in respect thereof permitted by clause (f) above, shall not exceed $500,000 at any time outstanding; and


(j)
other unsecured Indebtedness in an aggregate principal amount not exceeding $500,000 at any time outstanding; provided
that the aggregate principal amount of Indebtedness of the Borrower’s Subsidiaries permitted by this clause (j) shall not
exceed $250,000 at any time outstanding.


Section 6.02
Liens. No Loan Party will, nor will it permit any Subsidiary to, create, incur, assume or permit to exist
any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including Accounts)
or rights in respect of any thereof, except:


(a)
Liens created pursuant to any Loan Document;


(b)
Permitted Encumbrances;


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


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


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



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(f)
Liens of a collecting bank arising in the ordinary course of business under Section 4-210 of the UCC in effect in the
relevant jurisdiction covering only the items being collected upon;


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


(h)
Liens arising from title defects or irregularities which are in the aggregate of a minor nature and not of such a nature
as to prevent or materially affect the business operations of the Loan Parties; and


(i)
Liens granted by a Subsidiary that is not a Loan Party in favor of the Borrower or another Loan Party in respect of Indebtedness
owed by such Subsidiary.


Section 6.03
Fundamental Changes.


(a)
No Loan Party will, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any
other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially
all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve,
except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be
continuing, (i) any Subsidiary of the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving
entity, (ii) any Loan Party (other than the Borrower) may merge into any other Loan Party in a transaction in which the surviving
entity is a Loan Party, and (iii) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines
in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous
to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior
to such merger shall not be permitted unless also permitted by Section 6.04.


(b)
No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior
written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company
consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall
be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in
the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.


(c)
No Loan Party will, nor will it permit any Subsidiary to, engage to any material extent in any business other than businesses
of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses reasonably related thereto.


(d)
No Loan Party will, nor will it permit any Subsidiary to change its fiscal year or any fiscal quarter from the basis in
effect on the Effective Date.



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


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


(b)
investments in existence on the date hereof and described in Schedule 6.04;


(c)
investments by the Borrower and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that
(i) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Security Agreement (subject to the limitations
applicable to Equity Interests of a Foreign Subsidiary referred to in Section 5.14) and (ii) the aggregate amount of investments
by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under Section 6.04(d)
and outstanding Guarantees permitted under Section 6.04(e)) shall not exceed $250,000 at any time outstanding (in each case determined
without regard to any write-downs or write-offs);


(d)
loans or advances made by any Loan Party to any Subsidiary and made by any Subsidiary to a Loan Party or any other Subsidiary,
provided that (i) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged
pursuant to the Security Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that
are not Loan Parties (together with outstanding investments permitted under Section 6.04(c) and outstanding Guarantees permitted
under Section 6.04(e)) shall not exceed $250,000 at any time outstanding (in each case determined without regard to any write-downs
or write-offs);


(e)
Guarantees constituting Indebtedness permitted by Section 6.01, provided that the aggregate principal amount
of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments
permitted under clause (ii) to the proviso to Section 6.04(c) and outstanding intercompany loans permitted under clause (ii)
to the proviso to Section 6.04(d)) shall not exceed $250,000 at any time outstanding (in each case determined without regard
to any write-downs or write-offs);


(f)
loans or advances made by a Loan Party to its employees on an arms-length basis in the ordinary course of business consistent
with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 in
the aggregate at any one time outstanding;


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


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


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



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


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


(l)
Permitted Acquisitions;


(m)
Other Acquisitions; and


(n)
acquisitions of Equity Interests of Persons other than the Borrower and its Subsidiaries in an aggregate amount, taken together
with other acquisitions consummated pursuant to this clause (n), not to exceed $1,000,000; provided that at the time of
each acquisition, the Leverage Ratio (based on the financial statements most recently delivered pursuant to Section 5.01(a) or
5.01(b) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a)
or 5.01(b), the most recent financial statements referred to in Section 3.04(a))) is not greater than 1.75 to 1.00.


Section 6.05
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, Dispose of any asset, including any
Equity Interest owned by it, nor will the Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary
(other than to the Borrower or another Subsidiary in compliance with Section 6.04), except:


(a)
Dispositions of (i) Inventory in the ordinary course of business and (ii) used, obsolete, worn out or surplus Equipment
or property in the ordinary course of business;


(b)
Dispositions of assets to the Borrower or any Subsidiary, provided that any such Dispositions involving a Subsidiary
that is not a Loan Party shall be made in compliance with Section 6.09;


(c)
Dispositions of Accounts (excluding sales or dispositions in a factoring arrangement) in connection with the compromise,
settlement or collection thereof;


(d)
Dispositions of Permitted Investments and other investments permitted by clauses (i) and (k) of Section 6.04;


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


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


(g)
Dispositions, cancellation or expiration of intellectual property assets deemed no longer useful or necessary to the business;
and


(h)
Dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold)
that are not permitted by any other clause of this Section, provided that the aggregate fair market value of all assets
Disposed of in reliance upon this paragraph (h) shall not exceed $250,000 during any fiscal year of the Borrower;


provided that all Dispositions
permitted under this Section 6.05 (other than those permitted by paragraphs (b), (d) and (f) above) shall be made for fair
value and for at least 75% cash consideration.



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Section 6.06
Sale and Leaseback Transactions. No Loan Party will, nor will it permit any Subsidiary to, enter into any
arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business,
whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for
substantially the same purpose or purposes as the property sold or transferred (a “Sale and Leaseback Transaction”),
except for any such sale of any fixed or capital assets by the Borrower or any Subsidiary that is made for cash consideration in
an amount not less than the fair value of such fixed or capital asset and is consummated within 90 days after the Borrower
or such Subsidiary acquires or completes the construction of such fixed or capital asset.


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


Section 6.08
Restricted Payments; Certain Payments of Indebtedness.


(a)
No Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to declare or make, directly or indirectly,
any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except:


(i)
the Borrower may declare and pay dividends with respect to its common stock payable solely in additional shares of its common
stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its
common stock;


(ii)
Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests;


(iii)
the Borrower may make Restricted Payments, not exceeding $250,000 during any fiscal year, pursuant to and in accordance
with stock option plans or other benefit plans for management, directors or employees of the Borrower and its Subsidiaries;


(iv)
so long as there exists no Event of Default, the Borrower may pay dividends or make distributions to its shareholders in
an aggregate amount not greater than the amount necessary for such shareholders to pay their actual state and U.S. federal income
tax liabilities in respect of income earned by the Borrower after deducting any unused prior losses;


(v)
the Borrower may make Restricted Payments (including any publicly pre-announced regular quarterly dividends or equity repurchases
of the Borrower’s Equity Interests by the Borrower) not otherwise permitted under this Section 6.08(a) if immediately prior
to and after giving effect (including giving effect on a pro forma basis) to such Restricted Payment (x) no Default or Event of
Default then exists or would result therefrom and (y)(I) the Leverage Ratio (based on the financial statements most recently delivered
pursuant to Section 5.01(a) or 5.01(b) (or, if prior to the date of the delivery of the first financial statements to be delivered
pursuant to Section 5.01(a) or 5.01(b), the most recent financial statements referred to in Section 3.04(a))) is not greater than
the maximum Leverage Ratio permitted under Section 6.12(a) at such time and (II) the Fixed Charge Coverage Ratio (based on the
financial statements most recently delivered pursuant to Section 5.01(a) or 5.01(b) (or, if prior to the date of the delivery of
the first financial statements to be delivered pursuant to Section 5.01(a) or 5.01(b), the most recent financial statements referred
to in Section 3.04(a))) is not less than the minimum Fixed Charge Coverage Ratio permitted under Section 6.12(b) at such time;
and



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(vi)
the Borrower may pay, make or issue, as applicable, the Closing Date Dividend.


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


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


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


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


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


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


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



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Section 6.11
Amendment of Material Documents. No Loan Party will, nor will it permit any Subsidiary to, amend, modify or
waive any of its rights under (a) any agreement relating to any Subordinated Indebtedness, or (b) its charter, articles or
certificate of organization or incorporation and bylaws or operating, management or partnership agreement, or other organizational
or governing documents, to the extent any such amendment, modification or waiver would be adverse to the Lenders.


Section 6.12
Financial Covenants.


(a)
Leverage Ratio. The Borrower will not permit the Leverage Ratio, on the last day of any fiscal quarter ending during
any period set forth below, to be greater than the ratio set forth below opposite such period:


	Period	Ratio
	On and from the Effective Date to (and including) June 30, 2020	3.25 to 1.00
	On and from July 1, 2020 to (and including) December 31, 2020	3.00 to 1.00
	On and from January 1, 2021 to (and including) December 31, 2021	2.75 to 1.00
	Thereafter for the remainder of the term of this Agreement	2.25 to 1.00


 


(b)
Fixed Charge Coverage Ratio. The Borrower will not permit the Fixed Charge Coverage Ratio, for any period of four
consecutive fiscal quarters ending on the last day of any fiscal quarter, to be less than 1.25 to 1.00.


The Leverage Ratio
and the Fixed Charge Coverage Ratio described in this Section 6.12 shall collectively be referred to as the “Financial
Covenants”.



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Article
VII



Events of Default


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


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


(b)
the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to
in clause (a) of this Article) payable under this Agreement or any other Loan Document, when and as the same shall become
due and payable, and such failure shall continue unremedied for a period of five (5) Business Days;


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


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


(e)
any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other
than those specified in clause (a), (b) or (d)), and such failure shall continue unremedied for a period of (i) five (5) Business Days
after the earlier of any Loan Party’s knowledge of such breach or notice thereof from the Administrative Agent (which notice
will be given at the request of any Lender) if such breach relates to terms or provisions of Section 5.01, 5.02 (other than Section
5.02(a)), 5.03 through 5.07, 5.10, or 5.13 of this Agreement or (ii) 15 days after the earlier of any Responsible Officer of Loan
Party’s actual knowledge of such breach or notice thereof from the Administrative Agent (which notice will be given at the
request of any Lender) if such breach relates to terms or provisions of any other Section of this Agreement;


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


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


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



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


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


(k)
one or more judgments for the payment of money in an aggregate amount in excess of $250,000 shall be rendered against any
Loan Party, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of sixty (60) consecutive
days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach
or levy upon any assets of any Loan Party or any Subsidiary to enforce any such judgment or any Loan Party or any Subsidiary shall
fail within sixty (60) days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on
appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued;


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


(m)
a Change in Control shall occur;


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


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


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


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


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



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


Article
VIII



The Administrative Agent


Section 8.01
Authorization and Action.


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



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


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


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



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


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


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


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


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


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


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



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(g)
The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Banks,
and, except solely to the extent of the Borrower’s rights to consent pursuant to and subject to the conditions set forth
in this Article, none of the Borrower or any Subsidiary, or any of their respective Affiliates, shall have any rights as a third
party beneficiary under any such provisions. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance
of the benefits of the Collateral and of the Guarantees of the Secured Obligations provided under the Loan Documents, to have agreed
to the provisions of this Article.


Section 8.02
Administrative Agent’s Reliance, Indemnification, Etc.


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


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


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



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Section 8.03
Posting of Communications.


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


(b)
Although the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures
and policies implemented or modified by the Administrative Agent from time to time (including, as of the Effective Date, a user
ID/password authorization system) and the Approved Electronic Platform is secured through a per-deal authorization method whereby
each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders, each of the Issuing Banks
and the Borrower acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure,
that the Administrative Agent is not responsible for approving or vetting the representatives or contacts of any Lender that are
added to the Approved Electronic Platform, and that there may be confidentiality and other risks associated with such distribution.
Each of the Lenders, each of the Issuing Banks and the Borrower hereby approves distribution of the Communications through the
Approved Electronic Platform and understands and assumes the risks of such distribution.


(c)
THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”.
THE APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF
THE APPROVED ELECTRONIC PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND
THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE
APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE
AGENT, ANY ARRANGER, ANY SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”)
HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, ANY ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING
DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING
OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED
ELECTRONIC PLATFORM.



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“Communications”
means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any
Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent,
any Lender or any Issuing Bank by means of electronic communications pursuant to this Section, including through an Approved Electronic
Platform.


(d)
Each Lender and each Issuing Bank agrees that notice to it (as provided in the next sentence) specifying that Communications
have been posted to the Approved Electronic Platform shall constitute effective delivery of the Communications to such Lender for
purposes of the Loan Documents. Each Lender and Issuing Bank agrees (i) to notify the Administrative Agent in writing (which could
be in the form of electronic communication) from time to time of such Lender’s or Issuing Bank’s (as applicable) email
address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to
such email address.


(e)
Each of the Lenders, each of the Issuing Banks and the Borrower agrees that the Administrative Agent may, but (except as
may be required by applicable law) shall not be obligated to, store the Communications on the Approved Electronic Platform in accordance
with the Administrative Agent’s generally applicable document retention procedures and policies.


(f)
Nothing herein shall prejudice the right of the Administrative Agent, any Lender or any Issuing Bank to give any notice
or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.


Section 8.04
The Administrative Agent Individually. With respect to its Commitment, Loans (including Swingline Loans) and
Letters of Credit, the Person serving as the Administrative Agent shall have and may exercise the same rights and powers hereunder
and is subject to the same obligations and liabilities as and to the extent set forth herein for any other Lender or Issuing Bank,
as the case may be. The terms “Issuing Banks”, “Lenders”, “Required Lenders” and any similar
terms shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individual capacity as a Lender,
Issuing Bank or as one of the Required Lenders, as applicable. The Person serving as the Administrative Agent and its Affiliates
may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for
and generally engage in any kind of banking, trust or other business with, any Loan Party, any Subsidiary or any Affiliate of any
of the foregoing as if such Person was not acting as the Administrative Agent and without any duty to account therefor to the Lenders
or the Issuing Banks.


Section 8.05
Successor Administrative Agent.


(a)
The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the
Issuing Banks and the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation,
the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall
have been so appointed by the Required Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring
Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders
and the Issuing Banks, appoint a successor Administrative Agent, which shall be a bank with an office in New York, New York or
an Affiliate of any such bank. In either case, such appointment shall be subject to the prior written approval of the Borrower
(which approval may not be unreasonably withheld and shall not be required while an Event of Default has occurred and is continuing).
Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative
Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent.
Upon the acceptance of appointment as Administrative Agent by a successor Administrative Agent, the retiring Administrative Agent
shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative
Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be
reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents.



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


Section 8.06
Acknowledgements of Lenders and Issuing Banks.


(a)
Each Lender represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its
business and that it has, independently and without reliance upon the Administrative Agent, any Arranger, any Syndication Agent,
or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or
hold Loans hereunder. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent,
any Arranger, any Syndication Agent, or any other Lender, or any of the Related Parties of any of the foregoing, and based on such
documents and information (which may contain material, non-public information within the meaning of the United States securities
laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions
in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document
furnished hereunder or thereunder.



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


(c)
Each Lender hereby agrees that (i) it has requested a copy of each Report prepared by or on behalf of the Administrative
Agent; (ii) the Administrative Agent (A) makes no representation or warranty, express or implied, as to the completeness or accuracy
of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and
(B) shall not be liable for any information contained in any Report; (iii) the Reports are not comprehensive audits or examinations,
and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will
rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel
and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (iv) it will keep all
Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as
otherwise permitted pursuant to this Agreement; and (v) without limiting the generality of any other indemnification provision
contained in this Agreement, (A) it will hold the Administrative Agent and any such other Person preparing a Report harmless from
any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection
with any extension of credit that the indemnifying Lender has made or may make to the Borrower, or the indemnifying Lender’s
participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (B) it will pay and protect, and indemnify,
defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions,
proceedings, damages, costs, expenses, and other amounts (including reasonable attorneys’ fees) incurred by the Administrative
Agent or any such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report
through the indemnifying Lender.


Section 8.07
Collateral Matters.


(a)
Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s
right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon
any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights
and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance
with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within
the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged
by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted
a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant
and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties.



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(b)
In furtherance of the foregoing and not in limitation thereof, no arrangements in respect of Banking Services the obligations
under which constitute Secured Obligations and no Swap Agreement the obligations under which constitute Secured Obligations, will
create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management
or release of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the
Collateral, each Secured Party that is a party to any such arrangement in respect of Banking Services or Swap Agreement, as applicable,
shall be deemed to have appointed the Administrative Agent to serve as administrative agent and collateral agent under the Loan
Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this
paragraph.


(c)
The Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to subordinate
any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such
property that is permitted by Section 6.02(b). The Administrative Agent shall not be responsible for or have a duty to ascertain
or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence,
priority or perfection of the Administrative Agent’s Lien thereon or any certificate prepared by any Loan Party in connection
therewith, nor shall the Administrative Agent be responsible or liable to the Lenders or any other Secured Party for any failure
to monitor or maintain any portion of the Collateral.


Section 8.08
Credit Bidding. The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction
of the Required Lenders, to credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral
in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase
(either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted
under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar
laws in any other jurisdictions to which a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral
in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action
or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Obligations owed
to the Secured Parties shall be entitled to be, and shall be, credit bid by the Administrative Agent at the direction of the Required
Lenders on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in
the acquired assets on a ratable basis that shall vest upon the liquidation of such claims in an amount proportional to the liquidated
portion of the contingent claim amount used in allocating the contingent interests) for the asset or assets so purchased (or for
the equity interests or debt instruments of the acquisition vehicle or vehicles that are issued in connection with such purchase).
In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles and to
assign any successful credit bid to such acquisition vehicle or vehicles (ii) each of the Secured Parties’ ratable interests
in the Obligations which were credit bid shall be deemed without any further action under this Agreement to be assigned to such
vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative Agent shall be authorized to adopt documents
providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with
respect to such acquisition vehicle or vehicles, including any Disposition of the assets or equity interests thereof, shall be
governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required Lenders
or their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle
or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations
on actions by the Required Lenders contained in Section 9.02 of this Agreement), (iv) the Administrative Agent on behalf of such
acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant
Obligations which were credit bid, interests, whether as equity, partnership interests, limited partnership interests or membership
interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the need for
any Secured Party or acquisition vehicle to take any further action, and (v) to the extent that Obligations that are assigned to
an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because
the amount of Obligations assigned to the acquisition vehicle exceeds the amount of Obligations credit bid by the acquisition vehicle
or otherwise), such Obligations shall automatically be reassigned to the Secured Parties pro rata with their original interest
in such Obligations and the equity interests and/or debt instruments issued by any acquisition vehicle on account of such Obligations
shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.
Notwithstanding that the ratable portion of the Obligations of each Secured Party are deemed assigned to the acquisition vehicle
or vehicles as set forth in clause (ii) above, each Secured Party shall execute such documents and provide such information regarding
the Secured Party (and/or any designee of the Secured Party which will receive interests in or debt instruments issued by such
acquisition vehicle) as the Administrative Agent may reasonably request in connection with the formation of any acquisition vehicle,
the formulation or submission of any credit bid or the consummation of the transactions contemplated by such credit bid.



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Section 8.09
Certain ERISA Matters.


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


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


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


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


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



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


(c)
The Administrative Agent and each Arranger and Syndication Agent hereby informs the Lenders that each such Person is not
undertaking to provide investment advice or to give advice in a fiduciary capacity, in connection with the transactions contemplated
hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate
thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments, this Agreement
and any other Loan Documents (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an
amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or
(iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise,
including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency
fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees,
deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage
or other early termination fees or fees similar to the foregoing.


Section 8.10
Flood Laws. JPMorgan has adopted internal policies and procedures that address requirements placed on federally
regulated lenders under the National Flood Insurance Reform Act of 1994 and related legislation (the “Flood Laws”).
JPMorgan, as administrative agent or collateral agent on a syndicated facility, will post on the applicable electronic platform
(or otherwise distribute to each Lender in the syndicate) documents that it receives in connection with the Flood Laws. However,
JPMorgan reminds each Lender and Participant in the facility that, pursuant to the Flood Laws, each federally regulated Lender
(whether acting as a Lender or Participant in the facility) is responsible for assuring its own compliance with the flood insurance
requirements.


Article
IX



Miscellaneous


Section 9.01
Notices.


(a)
Except in the case of notices and other communications expressly permitted to be given by telephone or Electronic Systems
(and subject in each case to paragraph (b) below), all notices and other communications provided for herein shall be in writing
and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:



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		(i)	if to any Loan Party, to it in care of the Borrower at:



GlobalSCAPE, Inc.

4500 Lockhill-Selma, Suite 150

San Antonio, Texas 78249

Attention: Karen J. Young

Mark Hood

Fax No: (210) 801-8585



With a copy (which shall not constitute
notice) to:



Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

Attention: Adam W. Finerman, Esq.

Fax No: (212) 451-2222


		(ii)	if to the Administrative Agent, the Swingline Lender, or JPMorgan in its capacity as an Issuing Bank, to JPMorgan Chase Bank,
N.A. at:



JPMorgan Chase Bank, N.A.

Middle Market Servicing

10 South Dearborn, Floor L2

Suite IL1-1145

Chicago, IL, 60603-2300

Email: jpm.agency.servicing.1@jpmorgan.com



With a copy to:



JPMorgan Chase Bank, N.A.

270 Park Avenue, 42nd Floor


New York, NY 10017

Attention: Dan Maniaci

Email: dan.maniaci@jpmorgan.com


 


		(iii)	if to any other Lender or Issuing Bank, to it at its address or fax number set forth in its Administrative Questionnaire.



All such notices and other communications
(i) sent by hand or overnight courier service, or mailed by certified or registered mail shall be deemed to have been given when
received, (ii) sent by fax shall be deemed to have been given when sent, provided that if not given during normal business
hours for the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next
Business Day of the recipient, or (iii) delivered through Electronic Systems or Approved Electronic Platforms, as applicable, to
the extent provided in paragraph (b) below shall be effective as provided in such paragraph.



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(b)
Notices and other communications to the Lenders hereunder may be delivered or furnished by using Electronic Systems or Approved
Electronic Platforms, as applicable, or pursuant to procedures approved by the Administrative Agent; provided that the foregoing
shall not apply to notices pursuant to Article II or to compliance and no Default certificates delivered pursuant to Section 5.01(c)
unless otherwise agreed by the Administrative Agent and the applicable Lender. Each of the Administrative Agent and the Borrower
(on behalf of the Loan Parties) may, in its discretion, agree to accept notices and other communications to it hereunder by using
Electronic Systems or Approved Electronic Platforms, as applicable, pursuant to procedures approved by it; provided that approval
of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise proscribes,
all such notices and other communications (i) sent to an e-mail address shall be deemed received upon the sender’s receipt
of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), provided that if not given during the normal business hours of the recipient,
such notice or communication shall be deemed to have been given at the opening of business on the next Business Day for the recipient,
and (ii) posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient,
at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available
and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, e-mail or other
communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have
been sent at the opening of business on the next Business Day of the recipient.


(c)
Any party hereto may change its address, facsimile number or e-mail address for notices and other communications hereunder
by notice to the other parties hereto.


Section 9.02
Waivers; Amendments.


(a)
No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder
or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right
or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank and
the Lenders hereunder and under any other Loan Document are cumulative and are not exclusive of any rights or remedies that they
would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall
in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing,
the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether
the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.



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(b)
Subject to Section 2.14(c) and (d), neither this Agreement nor any other Loan Document nor any provision hereof or thereof
may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing
entered into by the Borrower and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement
or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto,
with the consent of the Required Lenders; provided that no such agreement shall (A) increase the Commitment of any Lender
without the written consent of such Lender (including any such Lender that is a Defaulting Lender), (B) reduce or forgive the principal
amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable
hereunder, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected
thereby (except that any amendment or modification of the financial covenants in this Agreement (or defined terms used in the financial
covenants in this Agreement) shall not constitute a reduction in the rate of interest or fees for purposes of this clause (B)),
(C) postpone any scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any date for the payment
of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone
the scheduled date of expiration of any Commitment, without the written consent of each Lender (including any such Lender that
is a Defaulting Lender) directly affected thereby, (D) change 2.09(c) or Section 2.18(b) or (d) in a manner that would alter the
ratable reduction of Commitments or the manner in which payments are shared, without the written consent of each Lender (other
than any Defaulting Lender), (E) change any of the provisions of this Section or the definition of “Required Lenders”
or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to
waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent
of each Lender (other than any Defaulting Lender) directly affected thereby, (F) release any Guarantor from its obligation under
its Loan Guaranty or Obligation Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written
consent of each Lender (other than any Defaulting Lender), or (G) except as provided in clause (c) of this Section or in any Collateral
Document, release all or substantially all of the Collateral without the written consent of each Lender (other than any Defaulting
Lender); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative
Agent, the Swingline Lender or the Issuing Bank hereunder without the prior written consent of the Administrative Agent, the Swingline
Lender or the Issuing Bank, as the case may be (it being understood that any amendment to Section 2.20 shall require the consent
of the Administrative Agent, the Swingline Lender and the Issuing Bank); provided further that no such agreement shall amend or
modify the provisions of Section 2.07 or any letter of credit application and any bilateral agreement between the Borrower and
the Issuing Bank regarding the Issuing Bank’s Issuing Bank Sublimit or the respective rights and obligations between the
Borrower and the Issuing Bank in connection with the issuance of Letters of Credit without the prior written consent of the Administrative
Agent and the Issuing Bank, respectively. The Administrative Agent may also amend the Commitment Schedule to reflect assignments
entered into pursuant to Section 9.04. Any amendment, waiver or other modification of this Agreement or any other Loan Document
that by its terms affects the rights or duties under this Agreement of the Lenders of one or more Classes (but not the Lenders
of any other Class), may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite number
or percentage in interest of each affected Class of Lenders that would be required to consent thereto under this Section if such
Class of Lenders were the only Class of Lenders hereunder at the time.



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(c)
The Lenders and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion,
to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the Payment in Full of
all Secured Obligations, and the cash collateralization of all Unliquidated Obligations in a manner satisfactory to each affected
Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the
Administrative Agent that the sale or Disposition is made in compliance with the terms of this Agreement (and the Administrative
Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or
disposed of constitutes 100% of the Equity Interests of a Subsidiary, the Administrative Agent is authorized to release any Loan
Guaranty or Obligation Guaranty provided by such Subsidiary, (iii) constituting property leased to a Loan Party under a lease which
has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other
Disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant
to Article VII. Except as provided in the preceding sentence, the Administrative Agent will not release any Liens on Collateral
without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect,
or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in
respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute
part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release
shall be without recourse to or warranty by the Administrative Agent.


(d)
If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each
Lender affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is
not obtained (any such Lender whose consent is necessary but has not been obtained being referred to herein as a “Non-Consenting
Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided
that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, the
Administrative Agent and the Issuing Bank shall agree, as of such date, to purchase for cash the Loans and other Obligations due
to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement
and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements
of clause (b) of Section 9.04, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such
replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder
to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Sections
2.15 and 2.17, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement
under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender.
Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption
executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an
Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such
parties are participants), and (b) the Lender required to make such assignment need not be a party thereto in order for such assignment
to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided that, following the effectiveness
of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence
such assignment as reasonably requested by the applicable Lender, provided that any such documents shall be without recourse to
or warranty by the parties thereto.



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(e)
Notwithstanding anything to the contrary herein the Administrative Agent may, with the consent of the Borrower only, amend,
modify or supplement this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency.


Section 9.03
Expenses; Indemnity; Damage Waiver.


(a)
The Loan Parties, jointly and severally, shall pay all (i) reasonable and documented out-of-pocket expenses incurred by
the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one external counsel and
one local counsel in each material jurisdiction for the Administrative Agent, in connection with the syndication and distribution
(including, without limitation, via the internet or through an Electronic System or Approved Electronic Platform) of the credit
facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers
of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated),
(ii) reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment,
renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) reasonable and documented out-of-pocket
expenses incurred by the Administrative Agent, the Issuing Bank or any Lender (including the fees, charges and disbursements of
one external counsel, one local counsel in each material jurisdiction, and, solely in the event of an actual conflict of interest,
one additional counsel (and, if necessary, one local counsel in each material jurisdiction) to each group of similarly situated
affected persons) for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement, collection
or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with
the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred
during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Expenses being reimbursed by the
Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in
connection with:


(A)
sums paid or incurred to take any action required of any Loan Party under the Loan Documents that such Loan Party
fails to pay or take; and


(B)
forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining the accounts
and lock boxes, and costs and expenses of preserving and protecting the Collateral.



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All of the foregoing
fees, costs and expenses may be charged to the Borrower as Revolving Loans or to another deposit account, all as described in Section 2.18(c).


(b)
The Loan Parties, jointly and severally, shall indemnify the Administrative Agent, each Arranger, each Syndication Agent,
each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, incremental taxes, liabilities
and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted
against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of the Loan Documents
or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder
or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or
the use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit
if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any
actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by a Loan Party or a Subsidiary,
or any Environmental Liability related in any way to a Loan Party or a Subsidiary, (iv) the failure of a Loan Party to deliver
to the Administrative Agent the required receipts or other required documentary evidence with respect to a payment made by such
Loan Party for Taxes pursuant to Section 2.17, or (v) any actual or prospective claim, litigation, investigation, arbitration or
proceeding relating to any of the foregoing, whether or not such claim, litigation, investigation, arbitration or proceeding is
brought by any Loan Party or their respective equity holders, Affiliates, creditors or any other third Person and whether based
on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related
expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee. This Section 9.03(b) shall not apply with respect to Taxes other than any
Taxes that represent losses or damages arising from any non-Tax claim.


(c)
Each Lender severally agrees to pay any amount required to be paid by any Loan Party under paragraph (a) or (b) of this
Section 9.03 to the Administrative Agent, the Swingline Lender and each Issuing Bank, and each Related Party of any of the foregoing
Persons (each, an “Agent Indemnitee”) (to the extent not reimbursed by the Loan Parties and without limiting
the obligation of any Loan Party to do so), ratably according to their respective Applicable Percentage in effect on the date on
which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments
shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately
prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees,
charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed
on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement,
any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated
hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided
that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred
by or asserted against such Agent Indemnitee in its capacity as such; provided further that no Lender shall be liable for
the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses
or disbursements that are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from
such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination
of this Agreement and the Payment in Full of the Secured Obligations.



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(d)
To the extent permitted by applicable law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against
any Indemnitee, (i) for any damages arising from the use by others of information or other materials obtained through telecommunications,
electronic or other information transmission systems (including the Internet), or (ii) on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as
a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the Transactions,
any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this paragraph (d) shall relieve
any Loan Party of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages
asserted against such Indemnitee by a third party.


(e)
All amounts due under this Section shall be payable promptly after written demand therefor.


Section 9.04
Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank
that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such
consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except
in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing
Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent
expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal
or equitable right, remedy or claim under or by reason of this Agreement.


(b)
(i)Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Persons (other
than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion
of its Commitment, participations in Letters of Credit and the Loans at the time owing to it) with the prior written consent (such
consent not to be unreasonably withheld) of:


(A)
the Borrower, provided that, (x) the Borrower shall be deemed to have consented to an assignment of all or
a portion of the Term Loans unless it shall object thereto by written notice to the Administrative Agent within three (3) Business
Days after having received notice thereof and (y) the Borrower shall be deemed to have consented to an assignment of all or a portion
of the Revolving Loans and Commitments unless it shall object thereto by written notice to the Administrative Agent within ten
(10) Business Days after having received notice thereof, and provided further that no consent of the Borrower shall be required
for (i) an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing,
any other assignee and (ii) any assignments made in connection with the primary syndication of the Term Loans;



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(B)
the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment
of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund;


(C)
the Issuing Bank, provided that no consent of the Issuing Bank shall be required for an assignment of all
or any portion of a Term Loan; and


(D)
the Swingline Lender, provided that no consent of the Swingline Lender shall be required for an assignment
of all or any portion of a Term Loan.


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


(A)
except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment
of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or
Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect
to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 or, in the case of a Term Loan,
$500,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the
Borrower shall be required if an Event of Default has occurred and is continuing;


(B)
each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment
of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;


(C)
the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption
or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic
Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with
a processing and recordation fee of $3,500; and


(D)
the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire
in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material
non-public information about the Borrower, the other Loan Parties and their Related Parties or their respective securities) will
be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable
laws, including federal and state securities laws.



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For the purposes
of this Section 9.04(b), the terms “Approved Fund” and “Ineligible Institution” have the
following meanings:


“Approved
Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank
loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender,
(b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.


“Ineligible
Institution” means a (a) natural person, (b) a Defaulting Lender or its Parent, (c) holding company, investment vehicle
or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof; provided that,
with respect to clause (c), such holding company, investment vehicle or trust shall not constitute an Ineligible Institution if
it (x) has not been established for the primary purpose of acquiring any Loans or Commitments, (y) is managed by a professional
advisor, who is not such natural person or a relative thereof, having significant experience in the business of making or purchasing
commercial loans, and (z) has assets greater than $25,000,000 and a significant part of its activities consist of making or purchasing
commercial loans and similar extensions of credit in the ordinary course of its business, or (d) a Loan Party or a Subsidiary or
other Affiliate of a Loan Party.


(iii)
Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective
date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits
of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation
in such rights and obligations in accordance with paragraph (c) of this Section.


(iv)
The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its
offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses
of the Lenders, and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to
the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the
Borrower, the Administrative Agent, the Issuing Bank and the Lenders shall treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.
The Register shall be available for inspection by the Borrower, the Issuing Bank and any Lender, at any reasonable time and from
time to time upon reasonable prior notice.


(v)
Upon its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee or (y)
to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic
Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, the assignee’s
completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the
Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to
be made by it pursuant to Section 2.05, 2.06(d) or (e), 2.07(b), 2.18(d) or 9.03(c), the Administrative Agent shall have no obligation
to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall
have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement
unless it has been recorded in the Register as provided in this paragraph.



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(c)
Any Lender may, without the consent of, or notice to, the Borrower, the Administrative Agent, the Swingline Lender or the
Issuing Bank, sell participations to one or more banks or other entities (a “Participant”) other than an Ineligible
Institution in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion
of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement
shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of
such obligations; and (iii) the Borrower, the Administrative Agent, the Issuing Bank and the other Lenders shall continue
to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.
Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the
sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. The Borrower agrees
that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations
therein, including the requirements under Sections 2.17(f) and (g) (it being understood that the documentation required under
Section 2.17(f) shall be delivered to the participating Lender and the information and documentation required under Section 2.17(g)
will be delivered to the Borrower and the Administrative Agent)) to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject
to the provisions of Sections 2.18 and 2.19 as if it were an assignee under paragraph (b) of this Section; and (B) shall
not be entitled to receive any greater payment under Sections 2.15 or 2.17 with respect to any participation than its participating
Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change
in Law that occurs after the Participant acquired the applicable participation.


Each Lender that
sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower
to effectuate the provisions of Section 2.19(b) with respect to any Participant. To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be
subject to Section 2.18(d) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this
purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant
and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this
Agreement or any other Loan Document (the “Participant Register”); provided that no Lender shall have
any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information
relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under this Agreement
or any other Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment,
Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.
The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose
name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding
any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall
have no responsibility for maintaining a Participant Register.



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(d)
Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal
Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no
such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any
such pledgee or assignee for such Lender as a party hereto.


Section 9.05
Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents
and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document
shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan
Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other
party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or
knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue
in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable
under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired
or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and
effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination
of the Letters of Credit and the Commitments or the termination of this Agreement or any other Loan Document or any provision hereof
or thereof.


Section 9.06
Counterparts; Integration; Effectiveness; Electronic Execution. (a) This Agreement may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements
with respect to (i) fees payable to the Administrative Agent and (ii) increases or reductions of the Issuing Bank Sublimit of the
Issuing Bank constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this
Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent
shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.


(b)
Delivery of an executed counterpart of a signature page of this Agreement by telecopy, emailed pdf. or any other electronic
means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart
of this Agreement. The words “execution,” “signed,” “signature,” “delivery,” and
words of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated
hereby or thereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each
of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof
or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records
Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall
require the Administrative Agent to accept electronic signatures in any form or format without its prior written consent. THIS
WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



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Section 9.07
Severability. Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting
the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other jurisdiction.


Section 9.08
Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each Issuing Bank,
and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted
by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held,
and other obligations at any time owing, by such Lender, such Issuing Bank or any such Affiliate, to or for the credit or the account
of any Loan Party against any and all of the Secured Obligations owing to such Lender or such Issuing Bank or their respective
Affiliates, irrespective of whether or not such Lender, Issuing Bank or Affiliate shall have made any demand under this Agreement
or any other Loan Document and although such obligations of the Loan Parties may be contingent or unmatured or are owed to a branch
office or Affiliate of such Lender or such Issuing Bank different from the branch office or Affiliate holding such deposit or obligated
on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts
so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions
of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in
trust for the benefit of the Administrative Agent, the Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide
promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting
Lender as to which it exercised such right of setoff. The applicable Lender, the Issuing Bank or such Affiliate shall notify the
Borrower and the Administrative Agent of such setoff or application; provided that the failure to give such notice shall not affect
the validity of such setoff or application under this Section. The rights of each Lender, each Issuing Bank and their respective
Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender,
such Issuing Bank or their respective Affiliates may have.


Section 9.09
Governing Law; Jurisdiction; Consent to Service of Process.


(a)
The Loan Documents (other than those containing a contrary express choice of law provision) shall be governed by and construed
in accordance with the internal laws of the State of New York, but giving effect to federal laws applicable to national banks.


(b)
Each of the Lenders and the Administrative Agent hereby irrevocably and unconditionally agrees that, notwithstanding the
governing law provisions of any applicable Loan Document, any claims brought against the Administrative Agent by any Secured Party
relating to this Agreement, any other Loan Document, the Collateral or the consummation or administration of the transactions contemplated
hereby or thereby shall be construed in accordance with and governed by the law of the State of New York.



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(c)
Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive
jurisdiction of any U.S. federal or New York state court sitting in New York, New York, and any appellate court from any thereof,
in any action or proceeding arising out of or relating to any Loan Documents, the transactions relating hereto or thereto, or for
recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may (and any such claims, cross-claims or third party claims brought against
the Administrative Agent or any of its Related Parties may only) be heard and determined in such state court or, to the extent
permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or
any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any
Loan Party or its properties in the courts of any jurisdiction.


(d)
Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so,
any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating
to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such
action or proceeding in any such court.


(e)
Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01.
Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any
other manner permitted by law.


Section 9.10
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT,
ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OR OTHER AGENT (INCLUDING ANY ATTORNEY) OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION.


Section 9.11
Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference
only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting,
this Agreement.



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Section 9.12
Confidentiality. Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’
directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any Governmental Authority (including any self-regulatory authority,
such as the National Association of Insurance Commissioners), (c) to the extent required by any Requirement of Law or by any
subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document
or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same
as those of this Section, to (x) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement or (y) any actual or prospective counterparty (or its advisors) to any swap or derivative
transaction relating to the Loan Parties and their obligations, (g) with the consent of the Borrower; (h) on a confidential basis
to (1) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided for herein
or (2) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of identification numbers
with respect to the credit facilities provided for herein, or (i) to the extent such Information (x) becomes publicly
available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, the Issuing
Bank or any Lender on a non-confidential basis from a source other than the Borrower. For the purposes of this Section, “Information”
means all information received from the Borrower relating to the Borrower or its business, other than any such information that
is available to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis prior to disclosure by the
Borrower and other than information pertaining to this Agreement provided by arrangers to data service providers, including league
table providers, that serve the lending industry; provided that, in the case of information received from the Borrower after
the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain
the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so
if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord
to its own confidential information.


EACH LENDER ACKNOWLEDGES
THAT INFORMATION AS DEFINED IN SECTION 9.12 FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION
CONCERNING THE BORROWER, THE OTHER LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT
HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL
NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.


ALL INFORMATION,
INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE
OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE
BORROWER, THE OTHER LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS
TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY
RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE
LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.



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Section 9.13
Several Obligations; Nonreliance; Violation of Law. The respective obligations of the Lenders hereunder are
several and not joint and the failure of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve
any other Lender from any of its obligations hereunder. Each Lender hereby represents that it is not relying on or looking to any
margin stock (as defined in Regulation U of the Federal Reserve Board) for the repayment of the Borrowings provided for herein.
Anything contained in this Agreement to the contrary notwithstanding, neither the Issuing Bank nor any Lender shall be obligated
to extend credit to the Borrower in violation of any Requirement of Law.


Section 9.14
USA PATRIOT Act. Each Lender that is subject to the requirements of the USA PATRIOT Act hereby notifies each
Loan Party that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that
identifies such Loan Party, which information includes the name and address of such Loan Party and other information that will
allow such Lender to identify such Loan Party in accordance with the USA PATRIOT Act.


Section 9.15
Disclosure. Each Loan Party, each Lender and the Issuing Bank hereby acknowledges and agrees that the Administrative
Agent and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with, any
of the Loan Parties and their respective Affiliates.


Section 9.16
Appointment for Perfection. Each Lender hereby appoints each other Lender as its agent for the purpose of
perfecting Liens, for the benefit of the Administrative Agent and the Secured Parties, in assets which, in accordance with Article
9 of the UCC or any other applicable law can be perfected only by possession or control. Should any Lender (other than the Administrative
Agent) obtain possession or control of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly
upon the Administrative Agent’s request therefor shall deliver such Collateral to the Administrative Agent or otherwise deal
with such Collateral in accordance with the Administrative Agent’s instructions.


Section 9.17
Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate
applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable
law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”)
which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable
law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall
be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such
Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable
to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated
amount, together with interest thereon at the NYFRB Rate to the date of repayment, shall have been received by such Lender.


Section 9.18
No Fiduciary Duty, etc.


(a)
The Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that no Credit Party will
have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party
is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents
and the transactions contemplated herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower
or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach
of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally,
the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting,
regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and
shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herein or in the
other Loan Documents, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto.



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(b)
The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party,
together with its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities
as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may
provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts
of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the
Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities
and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and
financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.


(c)
In addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit
Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services)
to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein
and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated
by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services
for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that
no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish
to the Borrower, confidential information obtained from other companies.


Section 9.19
Marketing Consent. The Borrower hereby authorizes JPMorgan and its affiliates, at their respective sole expense
to publish such tombstones and give such other publicity to this Agreement as each may from time to time determine in its sole
discretion. The content of any such announcement shall be subject to the Borrower’s prior written approval, which approval
shall not be unreasonably withheld. The foregoing authorization shall remain in effect unless the Borrower notifies JPMorgan in
writing that such authorization is revoked.


Section 9.20
Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary
in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges
that any liability of any EEA Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion
Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


(a)
the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any party hereto that is an EEA Financial Institution; and


(b)
the effects of any Bail-In Action on any such liability, including, if applicable:



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(i)
a reduction in full or in part or cancellation of any such liability;


(ii)
a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial
Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares
or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other Loan Document; or


(iii)
the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of
any EEA Resolution Authority.


Article
X



Loan Guaranty


Section 10.01
Guaranty. Each Loan Guarantor (other than those that have delivered a separate Guarantee) hereby agrees that
it is jointly and severally liable for, and, as a primary obligor and not merely as surety, absolutely, unconditionally and irrevocably
guarantees to the Secured Parties, the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and
at all times thereafter, of the Secured Obligations and all costs and expenses including, without limitation, all court costs and
reasonable attorneys’ and paralegals’ fees (including allocated costs of in-house counsel and paralegals) and expenses
paid or incurred by the Administrative Agent, the Issuing Bank and the Lenders in endeavoring to collect all or any part of the
Secured Obligations from, or in prosecuting any action against, the Borrower, any Loan Guarantor or any other guarantor of all
or any part of the Secured Obligations (such costs and expenses, together with the Secured Obligations, collectively the “Guaranteed
Obligations”); provided, however, that the definition of “Guaranteed Obligations” shall not create
any guarantee by any Loan Guarantor of (or grant of security interest by any Loan Guarantor to support, as applicable) any Excluded
Swap Obligations of such Loan Guarantor for purposes of determining any obligations of any Loan Guarantor). Each Loan Guarantor
further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent
from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty
apply to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender that extended any portion
of the Guaranteed Obligations.


Section 10.02
Guaranty of Payment. This Loan Guaranty is a guaranty of payment and
not of collection. Each Loan Guarantor waives any right to require the Administrative Agent, the Issuing Bank or any Lender to
sue the Borrower, any Loan Guarantor, any other guarantor of, or any other Person obligated for all or any part of the Guaranteed
Obligations (each, an “Obligated Party”), or otherwise to enforce its payment against any collateral securing
all or any part of the Guaranteed Obligations.


Section 10.03
No Discharge or Diminishment of Loan Guaranty.


(a)
(a) Except as otherwise provided for herein, the obligations of each Loan Guarantor
hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason
(other than the Payment in Full of the Guaranteed Obligations), including: (i) any claim of waiver, release, extension, renewal,
settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise; (ii) any
change in the corporate existence, structure or ownership of the Borrower or any other Obligated Party liable for any of the Guaranteed
Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligated Party, or their
assets or any resulting release or discharge of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff
or other rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, the Issuing
Bank, any Lender, or any other Person, whether in connection herewith or in any unrelated transactions.



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(b)
The obligations of each Loan Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or
termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise,
or any provision of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the Guaranteed Obligations
or any part thereof.


(c)
Further, the obligations of any Loan Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the
failure of the Administrative Agent, the Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with
respect to all or any part of the Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of
any agreement relating to the Guaranteed Obligations; (iii) any release, non-perfection, or invalidity of any indirect or direct
security for the obligations of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other
Obligated Party liable for any of the Guaranteed Obligations; (iv) any action or failure to act by the Administrative Agent, the
Issuing Bank or any Lender with respect to any collateral securing any part of the Guaranteed Obligations; or (v) any default,
failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance,
act, omission or delay that might in any manner or to any extent vary the risk of such Loan Guarantor or that would otherwise operate
as a discharge of any Loan Guarantor as a matter of law or equity (other than the Payment in Full of the Guaranteed Obligations).


Section 10.04
Defenses Waived. To the fullest extent permitted by applicable law, each Loan Guarantor hereby waives any
defense based on or arising out of any defense of the Borrower or any Loan Guarantor or the unenforceability of all or any part
of the Guaranteed Obligations from any cause, or the cessation from any cause of the liability of the Borrower, any Loan Guarantor
or any other Obligated Party, other than the Payment in Full of the Guaranteed Obligations. Without limiting the generality of
the foregoing, each Loan Guarantor irrevocably waives acceptance hereof, presentment, demand,
protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any
time any action be taken by any Person against any Obligated Party, or any other Person.
Each Loan Guarantor confirms that it is not a surety under any state law and shall not raise any such law as a defense to its obligations
hereunder. The Administrative Agent may, at its election, foreclose on any Collateral held by it by one or more judicial
or nonjudicial sales, accept an assignment of any such Collateral in lieu of foreclosure or otherwise act or fail to act with respect
to any collateral securing all or a part of the Guaranteed Obligations, compromise or adjust any part of the Guaranteed Obligations,
make any other accommodation with any Obligated Party or exercise any other right or remedy available to it against any Obligated
Party, without affecting or impairing in any way the liability of such Loan Guarantor under this Loan Guaranty, except to the extent
the Guaranteed Obligations have been Paid in Full. To the fullest extent permitted by applicable law, each Loan Guarantor waives
any defense arising out of any such election even though that election may operate, pursuant to applicable law, to impair or extinguish
any right of reimbursement or subrogation or other right or remedy of any Loan Guarantor against any Obligated Party or any security.


Section 10.05
Rights of Subrogation. No Loan Guarantor will assert any right, claim or cause of action, including, without
limitation, a claim of subrogation, contribution or indemnification that it has against any Obligated Party, or any collateral,
until the Loan Parties and the Loan Guarantors have fully performed all their obligations to the Administrative Agent, the Issuing
Bank and the Lenders.



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Section 10.06
Reinstatement; Stay of Acceleration. If at any time any payment of any portion of the Guaranteed Obligations
(including a payment effected through exercise of a right of setoff) is rescinded, or must otherwise be restored or returned upon
the insolvency, bankruptcy or reorganization of the Borrower or otherwise (including pursuant to any settlement entered into by
a Secured Party in its discretion), each Loan Guarantor’s obligations under this Loan Guaranty with respect to that payment
shall be reinstated at such time as though the payment had not been made and whether or not the Administrative Agent, the Issuing
Bank and the Lenders are in possession of this Loan Guaranty. If acceleration of the time
for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of the Borrower, all
such amounts otherwise subject to acceleration under the terms of any agreement relating to the Guaranteed Obligations shall nonetheless
be payable by the Loan Guarantors forthwith on demand by the Administrative Agent.


Section 10.07
Information. Each Loan Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s
financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations
and the nature, scope and extent of the risks that each Loan Guarantor assumes and incurs under this Loan Guaranty, and agrees
that none of the Administrative Agent, the Issuing Bank or any Lender shall have any duty to advise any Loan Guarantor of information
known to it regarding those circumstances or risks.


Section 10.08
Release of Loan Guarantors.


(a)
A Loan Guarantor shall automatically be released from its obligations under this Guaranty upon the consummation of any transaction
permitted by this Agreement as a result of which such Loan Guarantor ceases to be a Subsidiary; provided that, if so required by
this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided
otherwise. In connection with any termination or release pursuant to this Section, the Administrative Agent shall (and is hereby
irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents
that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents
pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.


(b)
Upon Payment in Full of all Secured Obligations, this Guaranty and all obligations (other than those expressly stated to
survive such termination) of each Loan Guarantor hereunder shall automatically terminate, all without delivery of any instrument
or performance of any act by any Person.


Section 10.09
Termination. Each of the Lenders and the Issuing Bank may continue to make loans or extend credit to the Borrower
based on this Loan Guaranty until five (5) days after it receives written notice of termination from any Loan Guarantor. Notwithstanding
receipt of any such notice, each Loan Guarantor will continue to be liable to the Lenders for any Guaranteed Obligations created,
assumed or committed to prior to the fifth day after receipt of the notice, and all subsequent renewals, extensions, modifications
and amendments with respect to, or substitutions for, all or any part of such Guaranteed Obligations. Nothing in this Section 10.08
shall be deemed to constitute a waiver of, or eliminate, limit, reduce or otherwise impair any rights or remedies the Administrative
Agent or any Lender may have in respect of, any Default or Event of Default that shall exist under Article VII hereof as a result
of any such notice of termination.



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Section 10.10
Taxes. Each payment of the Guaranteed Obligations will be made by each Loan Guarantor without withholding
for any Taxes, unless such withholding is required by law. If any Loan Guarantor determines, in its sole discretion exercised in
good faith, that it is so required to withhold Taxes, then such Loan Guarantor may so withhold and shall timely pay the full amount
of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes,
then the amount payable by such Loan Guarantor shall be increased as necessary so that, net of such withholding (including such
withholding applicable to additional amounts payable under this Section), the Administrative Agent, Lender or Issuing Bank (as
the case may be) receives the amount it would have received had no such withholding been made.


Section 10.11
Maximum Liability. Notwithstanding any other provision of this Loan
Guaranty, the amount guaranteed by each Loan Guarantor hereunder shall be limited to the extent, if any, required so that its obligations
hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent
Transfer Act, Uniform Fraudulent Conveyance Act, Uniform Voidable Transactions Act or similar statute or common law. In determining
the limitations, if any, on the amount of any Loan Guarantor’s obligations hereunder pursuant to the preceding sentence,
it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Loan Guarantor
may have under this Loan Guaranty, any other agreement or applicable law shall be taken into account.


Section 10.12
Contribution.


(a)
To the extent that any Loan Guarantor shall make a payment under this Loan Guaranty (a “Guarantor Payment”)
which, taking into account all other Guarantor Payments then previously or concurrently made by any other Loan Guarantor, exceeds
the amount which otherwise would have been paid by or attributable to such Loan Guarantor if each Loan Guarantor had paid the aggregate
Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Loan Guarantor’s “Allocable
Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts
of each of the Loan Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible
payment in full in cash of the Guarantor Payment, the Payment in Full of the Guaranteed Obligations and the termination of this
Agreement, such Loan Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by,
each other Loan Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately
prior to such Guarantor Payment.


(b)
As of any date of determination, the “Allocable Amount” of any Loan Guarantor shall be equal to the excess of
the fair saleable value of the property of such Loan Guarantor over the total liabilities of such Loan Guarantor (including the
maximum amount reasonably expected to become due in respect of contingent liabilities, calculated, without duplication, assuming
each other Loan Guarantor that is also liable for such contingent liability pays its ratable share thereof), giving effect to all
payments made by other Loan Guarantors as of such date in a manner to maximize the amount of such contributions.


(c)
This Section 10.11 is intended only to define the relative rights of the Loan Guarantors, and nothing set forth in this
Section 10.11 is intended to or shall impair the obligations of the Loan Guarantors, jointly and severally, to pay any amounts
as and when the same shall become due and payable in accordance with the terms of this Loan Guaranty.


(d)
The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of
the Loan Guarantor or Loan Guarantors to which such contribution and indemnification is owing.



    	114



     


    




(e)
The rights of the indemnifying Loan Guarantors against other Loan Guarantors under this Section 10.11 shall be exercisable
upon the Payment in Full of the Guaranteed Obligations and the termination of this Agreement.


Section 10.13
Liability Cumulative. The liability of each Loan Party as a Loan Guarantor under this Article X is in addition
to and shall be cumulative with all liabilities of each Loan Party to the Administrative Agent, the Issuing Bank and the Lenders
under this Agreement and the other Loan Documents to which such Loan Party is a party or in respect of any obligations or liabilities
of the other Loan Parties, without any limitation as to amount, unless the instrument or agreement evidencing or creating such
other liability specifically provides to the contrary.


Section 10.14
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably
undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its
obligations under this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only
be liable under this Section 10.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations
under this Section 10.14 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance
or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified
ECP Guarantor under this Section 10.14 shall remain in full force and effect until the termination of all Swap Obligations. Each
Qualified ECP Guarantor intends that this Section 10.14 constitute, and this Section 10.14 shall be deemed to constitute, a “keepwell,
support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the
Commodity Exchange Act.


 


[Signature Page Follows]



    	115



     


    




 


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


 


	 	GLOBALSCAPE, INC.
	 	 
	 	By:	
        /s/ Karen J. Young

	 	 	Name:	Karen J. Young
	 	 	Title:	Chief Financial Officer


 



    
[Signature Page to Credit Agreement]



     


    




 


	 	JPMORGAN CHASE BANK, N.A., individually, and as Administrative Agent, Swingline Lender and Issuing Bank
	 	 
	 	By:	
        /s/ Daniel J. Maniaci

	 	 	Name:	Daniel J. Maniaci
	 	 	Title:	Authorized Officer


 



    
[Signature Page to Credit Agreement]



     


    




 


	 	EAST WEST BANK, as Lender
	 	 
	 	By:	
        /s/ James Chen

	 	 	Name:	James Chen
	 	 	Title:	Vice President


 



    
[Signature Page to Credit Agreement]



     


    




 


COMMITMENT SCHEDULE


 


 


 



     


     


    




 


SCHEDULE 3.05


 


Properties, etc.


 


 


SCHEDULE 3.06


 


Disclosed Matters


 


 


SCHEDULE 3.12


 


Material Agreements


 


 


SCHEDULE 3.14


 


Insurance


 


 


SCHEDULE 3.15


 


Capitalization and Subsidiaries


 


 


SCHEDULE 6.01


 


Existing Indebtedness


 


 


SCHEDULE 6.02


 


Existing Liens


 


 


SCHEDULE 6.04


 


Existing Investments


 


 


SCHEDULE 6.10


 


Existing Restrictions


 


 



     


     


    




EXHIBIT A




ASSIGNMENT AND ASSUMPTION


 


 


This Assignment and Assumption
(this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by
and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”).
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as
amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of
which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby
agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.


 


For an agreed consideration,
the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective
Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity
as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under
the respective facilities identified below (including any letters of credit and guarantees and swingline loans included in such
facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and other
rights of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection
with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby
or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory
claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i)
above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively
as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly
provided in this Assignment and Assumption, without representation or warranty by the Assignor.


 


1.Assignor:______________________________


 


		2.	Assignee:______________________________



[and is an Affiliate/Approved Fund
of [identify Lender]]


 


		3.	Borrower:______________________________



 


		4.	Administrative Agent:JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement



 


		5.	Credit Agreement:The $55,000,000 Credit Agreement dated as of November 18, 2019 among GlobalSCAPE, Inc., the Lenders party
thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties thereto



 



    	1



     


    




		6.	Assigned Interest:



 


	Facility Assigned	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans
	 	$	$	%
	 	$	$	%
	 	$	$	%


 


 


Effective Date: _____________ ___, 20___ [TO
BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 


The Assignee agrees to deliver to the Administrative
Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level
information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or
their respective securities) will be made available and who may receive such information in accordance with the Assignee’s
compliance procedures and applicable laws, including federal and state securities laws.


 


The terms set forth in this Assignment and Assumption are hereby
agreed to:


 


ASSIGNOR


 


[NAME OF ASSIGNOR]


 


 


By:______________________________


Name:____________________________


Title:_____________________________


 


 


ASSIGNEE


 


[NAME OF ASSIGNEE]


 


 


By:______________________________


Name:___________________________


Title:_____________________________


 



    	2



     


    




 


[Consented to and] Accepted:


 


JPMorgan Chase Bank, N.A.,
as


Administrative Agent[, Issuing Bank and Swingline Lender]


 


 


By:_________________________________


Name:______________________________


Title:_______________________________


 


 


[Consented to:]


 


[NAME OF RELEVANT PARTY]


 


 


By:________________________________


Name:_____________________________


Title:_______________________________


 



    	3



     


    




 


ANNEX 1 to


ASSIGNMENT AND ASSUMPTION


 


[__________________]


 


STANDARD TERMS AND CONDITIONS FOR


ASSIGNMENT AND ASSUMPTION


 


1. Representations and Warranties.


 


1.1 Assignor. The
Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby;
and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with
the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any Subsidiary or Affiliate
or any other Person obligated in respect of any Loan Document, (iv) any requirements under applicable law for the Assignee to become
a lender under the Credit Agreement or any other Loan Document or to charge interest at the rate set forth therein from time to
time or (v) the performance or observance by the Borrower, any Subsidiary or Affiliate, or any other Person of any of their respective
obligations under any Loan Document.


 


1.2. Assignee. The
Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement and under applicable law that are
required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective
Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest,
shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of
the most recent financial statements delivered pursuant to Section ___ thereof, as applicable, and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase
the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative
Agent, any Arranger, the Assignor or any other Lender or any of their respective Related Parties, and (v) attached to the Assignment
and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed
and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent,
any Arranger, any Syndication Agent, the Assignor or any other Lender or any of their respective Related Parties, and based on
such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which
by the terms of the Loan Documents are required to be performed by it as a Lender.


 


2. Payments. From
and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments
of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date
and to the Assignee for amounts which have accrued from and after the Effective Date.



    	1



     


    




 


3. General Provisions.
This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors
and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one
instrument.


Acceptance and adoption of the terms of this
Assignment and Assumption by the Assignee and the Assignor by Electronic Signature (as defined in the Credit Agreement) or delivery
of an executed counterpart of a signature page of this Assignment and Assumption by any Approved Electronic Platform (as defined
in the Credit Agreement) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This
Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.



    	2



     


    




EXHIBIT B-1



 


[FORM OF] BORROWING REQUEST


 


[COMPANY NAME/HEADER]


 


JPMorgan Chase Bank, N.A.


10 South Dearborn, Floor L2


Suite IL1-1145


Chicago, IL, 60603-2300


Attention: ___________________


Fax No: (312) ___________


 


Date:


 


Ladies and Gentlemen:


 


This Borrowing Request is furnished pursuant
to Section 2.03 of that certain Credit Agreement dated as of November 18, 2019 (as amended, restated, supplemented or otherwise
modified from time to time, the “Agreement”) among GlobalSCAPE, Inc. (the “Borrower”), the other Loan Parties,
the lenders party thereto and JPMorgan Chase Bank, N.A. (“JPMorgan”), as Administrative Agent for the Lenders. Unless
otherwise defined herein, capitalized terms used in this Borrowing Request have the meanings ascribed thereto in the Agreement.
The Borrower represents that, as of this date, the conditions precedent set forth in Section 4.02 are satisfied.


 


The Borrower hereby notifies JPMorgan of its request for the following
Borrowing:


 


		1.	[Revolving] [Term Loan] Borrowing



		2.	Aggregate Amount of the [Revolving] [Term Loan] Borrowing: $_________________



		3.	Borrowing Date of the Borrowing (must be a Business Day): ____________________



		4.	The Borrowing shall be a ___ ABR Borrowing or ___ Eurodollar Borrowing



		5.	If a Eurodollar Borrowing, the duration of Interest Period:



One Month __________


Three Months_________


Six Months__________


 


GLOBALSCAPE, INC.


 


By: _______________________


Name:


Title:



     


     


    




EXHIBIT B-2 


 


 


[FORM OF] INTEREST ELECTION REQUEST


 


 


[COMPANY NAME/HEADER]


 


JPMorgan Chase Bank,
N.A.


10 South Dearborn,
Floor L2


Suite IL1-1145


Chicago, IL, 60603-2300


Attention: ___________________


Fax No: (312) ___________


 


 


		Date:	



 


Ladies and Gentlemen:


 


This Interest Election Request is furnished
pursuant to Section 2.08(c) of that certain Credit Agreement dated as of November 18, 2019 (as amended, restated, supplemented
or otherwise modified from time to time, the “Agreement”) among GlobalSCAPE, Inc. (the “Borrower”), the
other Loan Parties, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders. Unless otherwise
defined herein, capitalized terms used in this Borrowing Request have the meanings ascribed thereto in the Agreement. 


 


The Borrower is hereby requesting to convert
or continue certain Borrowings as follows:


 


		1.	Borrowing to which this Interest Election Request applies:



________________________________


		2.	Date of conversion/continuation (must be a Business Day): __________________, 20____



3. Amount of Borrowings being converted/continued:$
_______________


		4.	Nature of conversion/continuation:



		*	a. Conversion of ABR Borrowings to Eurodollar Borrowings



		*	b. Conversion of Eurodollar Borrowings to ABR Borrowings



		*	c. Continuation of Eurodollar Borrowings as such



 


		5.	If Borrowings are being continued as or converted to Eurodollar Borrowings, the duration of the
new Interest Period that commences on the conversion/continuation date:



One Month __________Three
Months__________Six Months__________


 


		6.	The undersigned officer of Borrower certifies that, both before and after giving effect to the
request above, no Default or Event of Default has occurred and is continuing under the Agreement.



 



    	 



     


    




GLOBALSCAPE, INC.


 


By: _______________________


Name:


Title: 



    	2



     


    






EXHIBIT C


 


 


[RESERVED]



    	3



     


    




 


EXHIBIT D-1


 


[FORM OF]


U.S.
TAX COMPLIANCE CERTIFICATE


(For Foreign Lenders That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made
to the Credit Agreement dated as of November 18, 2019 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among GlobalSCAPE, Inc., and each lender from time to time party thereto.


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of
the Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii)
it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower
within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower
as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E,
as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes,
the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times
furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate prior to the
first payment to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


[NAME OF LENDER]


 


By:_________________________


Name:_______________________


Title:________________________


 


 


Date: ________ __, 20[ ]



     


     


    




 EXHIBIT D-2





[FORM OF]


U.S.
TAX COMPLIANCE CERTIFICATE


(For Foreign Participants That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made
to the Credit Agreement dated as of November 18, 2019 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among GlobalSCAPE, Inc., and each lender from time to time party thereto.


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of
the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A)
of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code,
and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable.
By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned
shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly
completed and currently effective certificate prior to the first payment to be made to the undersigned, or in either of the two
calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


[NAME OF PARTICIPANT]


 


By:_________________________


Name:_______________________


Title:________________________


 


 


Date: ________ __, 20[ ]



     


     


    

 


EXHIBIT D-3


 


[FORM OF]


U.S. TAX COMPLIANCE CERTIFICATE


(For Foreign Participants That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made
to the Credit Agreement dated as of November 18, 2019 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among GlobalSCAPE, Inc., and each lender from time to time party thereto.


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation
in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners
of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members
is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the
meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder
of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members
is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that
is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY
accompanied by a withholding statement together with an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such
partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate,
the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform
such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective
certificate prior to the first payment to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


[NAME OF PARTICIPANT]


 


By:_________________________


Name:_______________________


Title:________________________


 


 


Date: ________ __, 20[ ]



     


     


    

 


EXHIBIT D-4


 


[FORM OF]


U.S.
TAX COMPLIANCE CERTIFICATE


(For Foreign Lenders That Are Partnerships For
U.S. Federal Income Tax Purposes)


 


Reference is hereby made
to the Credit Agreement dated as of November 18, 2019 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among GlobalSCAPE, Inc., and each lender from time to time party thereto.


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as
well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or
indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any promissory note(s) evidencing such Loan(s)),
(iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned
nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the
ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect
partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none
of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section
881(c)(3)(C) of the Code.


 


The undersigned has furnished
the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members
that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form
W-8IMY accompanied by a withholding statement together with an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of
such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate,
the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform
the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative
Agent with a properly completed and currently effective certificate prior to the first payment to be made to the undersigned, or
in either of the two calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


[NAME OF LENDER]


 


By:_________________________


Name:_______________________


Title:________________________


 


 


Date: ________ __, 20[ ]



    	1



     


    




 


EXHIBIT E


 


 


COMPLIANCE CERTIFICATE


 


		To:	The Lenders party to the



Credit Agreement
described below


 


This Compliance Certificate
(“Certificate”), for the period ended _______ __, 201_, is furnished pursuant to that certain Credit Agreement dated
as of November 18, 2019 (as amended, modified, renewed or extended from time to time, the “Agreement”) among
GlobalSCAPE, Inc. (the “Borrower”), the other Loan Parties, the Lenders party thereto and JPMorgan Chase Bank,
N.A., as Administrative Agent for the Lenders and as the Issuing Bank and Swingline Lender. Unless otherwise defined herein, capitalized
terms used in this Certificate have the meanings ascribed thereto in the Agreement.


 


THE UNDERSIGNED HEREBY
CERTIFIES THAT:


 


		1.	I am the of the Borrower and I am authorized to deliver this Certificate on behalf of the Borrower
and its Subsidiaries;



 


		2.	I have reviewed the terms of the Agreement and I have made, or have caused to be made under my
supervision, a detailed review of the compliance of the Borrower and its Subsidiaries with the Agreement during the accounting
period covered by the attached financial statements (the “Relevant Period”);



 


		3.	The attached financial statements of the Borrower and, as applicable, its Subsidiaries and/or Affiliates
for the Relevant Period: (a) have been prepared on an accounting basis (the “Accounting Method”) consistent with the
requirements of the Agreement and, except as may have been otherwise expressly agreed to in the Agreement, in accordance with GAAP
consistently applied, and (b) to the extent that the attached are not the Borrower’s annual fiscal year end statements, are
subject to normal year-end audit adjustments and the absence of footnotes;



 


		4.	The examinations described in paragraph 2 did not disclose and I have no knowledge of, except as
set forth below, (a) the existence of any condition or event which constitutes a Default or an Event of Default under the Agreement
or any other Loan Document during or at the end of the Relevant Period or as of the date of this Certificate or (b) any change
in the Accounting Method or in the application thereof that has occurred since the date of the annual financial statements delivered
to the Administrative Agent in connection with the closing of the Agreement or subsequently delivered as required in the Agreement;



 


		5.	I hereby certify that, except as set forth below, no Loan Party has changed (i) its name, (ii)
its chief executive office, (iii) its principal place of business, (iv) the type of entity it is or (v) its state of incorporation
or organization without having given the Administrative Agent the notice required by Section 4.15 of the Security Agreement;



 


		6.	The representations and warranties of the Loan Parties set forth in the Loan Documents are true
and correct in all material respects as of the date hereof, except (i) to the extent that any such representation or warranty specifically
refers to an earlier date, in which case it is true and correct in all material respects only as of such earlier date, and (ii)
that any representation or warranty which is subject to any materiality qualifier is true and correct in all respects;



 



    	2



     


    




		7.	Schedule I attached hereto sets forth financial data and computations evidencing the Borrower’s
compliance with certain covenants of the Agreement, all of which data and computations are true, complete and correct; and



 


		8.	Schedule II hereto sets forth the computations necessary to determine the Applicable Rate
commencing on the Business Day this Certificate is delivered.



 


Described below are the
exceptions, if any, referred to in paragraph 4 hereof by listing, in detail, the (i) nature of the condition or event, the period
during which it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such
condition or event or (ii) change in the Accounting Method or the application thereof and the effect of such change on the attached
financial statements:


 





	
         

	
         

	
         









  


The foregoing certifications,
together with the computations set forth in Schedule I and Schedule II hereto and the financial statements delivered with this
Certificate in support hereof, are made and delivered this __ day of _________, ___.


 





GLOBALSCAPE, INC.


 


By: _____________________________


Name: ____________________


Title: _____________________


 






    	3



     


    

Schedule I to Compliance Certificate


 


 


Compliance as of _________, ____ with


Provisions of Section 6.12 of the Agreement


 


 


[Schedule I must include detailed calculation
tables for all components of the financial covenant calculations. Sample calculation tables are set forth below.]


 


6.12 Financial
Covenants.


 


(a) Leverage Ratio. The
Borrower will not permit the Leverage Ratio, on the last day of any fiscal quarter ending during any period set forth below, to
be greater than the ratio set forth below opposite such period:


 


	Period	Ratio
	On and from the Effective Date to (and including) June 30, 2020	3.25 to 1.00
	On and from July 1, 2020 to (and including) December 31, 2020	3.00 to 1.00
	On and from January 1, 2021 to (and including) December 31, 2021	2.75 to 1.00
	Thereafter for the remainder of the term of this Agreement	2.25 to 1.00


 


	A)Aggregate
    principal amount of total liabilities of the Borrower and its Subsidiaries on a consolidated basis	$
	Minus, the sum of (a) accounts payable arising from the purchase of goods and services in the ordinary course of business, (b) accrued expenses or losses and (c) deferred revenues or gains, determined for the Borrower and its Subsidiaries on a consolidated basis at such date, in accordance with GAAP	$
	A TOTAL (CONSOLIDATED TOTAL FUNDED INDEBTEDNESS)	$
	B)Consolidated
    Net Income	$
	Plus, without duplication and to the extent deducted in determining Consolidated Net Income for such period, the sum of (i) Interest Expense for such period, (ii) income tax expense for such period net of tax refunds, (iii) all amounts attributable to depreciation and amortization expense for such period, (iv) any extraordinary non-cash charges for such period, (v) any other non-cash charges for such period, (vi) fees and expenses paid in cash and incurred in connection with the negotiation, execution and delivery of the Agreement and the other Loan Documents, (vii) fees and expenses paid in cash and incurred in connection with any amendments or other modifications after the Effective Date to the Agreement or any other Loan Document and (viii) fees and expenses paid in cash for professional services rendered in connection with shareholder litigation involving the Borrower; provided that the amount in this clause (viii) shall not exceed $750,000 for the most recently ended four quarter period	$



 



    	Exh. B-1



     


    




	Minus, without duplication and to the extent included in Consolidated Net Income, (i) any cash payments made during such period in respect of non-cash charges described in clause (v) immediately above taken in a prior period and (ii) any extraordinary gains and any non-cash items of income for such period, all calculated for the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP	$
	B TOTAL (CONSOLIDATED EBITDA)	$
	C TOTAL (CAPITALIZED SOFTWARE EXPENDITURES)	$
	A Total / (B Total - c total) = LEVERAGE Ratio	        :1.00


 


As of the Compliance Test Date shown above, Leverage
Ratio is ________:1.00


 


Compliance as of the Compliance Test Date shown above: [__]
Yes [__] No


(b) Fixed Charge Coverage Ratio.
The Borrower will not permit the Fixed Charge Coverage Ratio, for any period of four consecutive fiscal quarters ending on the
last day of any fiscal quarter, to be less than 1.25 to 1.00.


 


	A)Consolidated
    EBITDA	$
	Minus, Unfunded Capital Expenditures	$
	A TOTAL (CONSOLIDATED EBITDA LESS UNFUNDED CAPITAL EXPENDITURES)	$
	B)Cash
    Interest Expense	$
	Plus, scheduled principal payments on Indebtedness actually made	$
	 	 
	Plus, expenses for taxes actually paid in cash	 
	Plus, Restricted Payments paid in cash (other than the Closing Date Dividend)	 
	B TOTAL (FIXED CHARGES)	$
	A Total / B Total = FIXED CHARGE COVERAGE Ratio	        :1.00


 


As of the Compliance Test Date shown above, Fixed Charge
Coverage Ratio is ________:1.00


 


Compliance as of the Compliance Test Date shown above: [__]
Yes [__] No



    	Exh. B-2



     


    




  


Schedule II to Compliance Certificate


 


 


Borrower’s Applicable Rate Calculation


 



     


     


    




   


EXHIBIT F


 


JOINDER AGREEMENT


 


 


THIS JOINDER AGREEMENT
(this “Agreement”), dated as of [ ], is entered into between ________________________________, a _________________
(the “New Subsidiary”) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative
Agent”) under that certain Credit Agreement dated as of November 18, 2019 (as the same may be amended, modified, extended
or restated from time to time, the “Credit Agreement”) among GlobalSCAPE, Inc. (the “Borrower”),
the other Loan Parties party thereto, the Lenders party thereto and the Administrative Agent for the Lenders. All capitalized terms
used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement.


 


The New Subsidiary and
the Administrative Agent, for the benefit of the Secured Parties, hereby agree as follows:


 


 


1.The
New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed
to be a Loan Party under the Credit Agreement and a “Loan Guarantor” for all purposes of the Credit Agreement and shall
have all of the obligations of a Loan Party and a Loan Guarantor thereunder as if it had executed the Credit Agreement. The New
Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained
in the Credit Agreement, including without limitation (a) all of the representations and warranties of the Loan Parties set forth
in Article III of the Credit Agreement, *[and]* (b) all of the covenants set forth in Articles V and VI of the Credit
Agreement *[and (c) all of the guaranty obligations set forth in Article X of the Credit Agreement. Without limiting the
generality of the foregoing terms of this paragraph 1, the New Subsidiary, subject to the limitations set forth in Section 10.10
and 10.13 of the Credit Agreement, hereby guarantees, jointly and severally with the other Loan Guarantors, to the Administrative
Agent and the Lenders, as provided in Article X of the Credit Agreement, the prompt payment and performance of the Guaranteed Obligations
in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with
the terms thereof and agrees that if any of the Guaranteed Obligations are not paid or performed in full when due (whether at stated
maturity, as a mandatory prepayment, by acceleration or otherwise), the New Subsidiary will, jointly and severally together with
the other Loan Guarantors, promptly pay and perform the same, without any demand or notice whatsoever, and that in the case of
any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due
(whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension
or renewal.]* *[The New Subsidiary has delivered to the Administrative Agent an executed Obligation Guaranty.]*


 


 


2.If
required, the New Subsidiary is, simultaneously with the execution of this Agreement, executing and delivering such Collateral
Documents (and such other documents and instruments) as requested by the Administrative Agent in accordance with the Credit Agreement.


 


3.The
address of the New Subsidiary for purposes of Section 9.01 of the Credit Agreement is as follows:





 





	
         

	
         

	
         








  







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4.The
New Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the New Subsidiary upon
the execution of this Agreement by the New Subsidiary.


 


 


5.This
Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but
all of which together shall constitute one and the same instrument.


 


 


6.THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.


 


 


IN WITNESS WHEREOF, the
New Subsidiary has caused this Agreement to be duly executed by its authorized officer, and the Administrative Agent, for the benefit
of the Secured Parties, has caused the same to be accepted by its authorized officer, as of the day and year first above written.


  


[NEW SUBSIDIARY]


 


By: _____________________________________


Name: __________________________________


Title: ___________________________________


 


Acknowledged and accepted:


 


JPMORGAN CHASE BANK, N.A., as Administrative


Agent


 


By: _____________________________________


Name: __________________________________


Title: ___________________________________


 







 


 



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