Exhibit
10.1


 





EXECUTION VERSION





  






	 	 CREDIT AGREEMENT


 


by and among


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Agent,


 


THE LENDERS THAT ARE PARTIES HERETO

as the Lenders,


 


HUDSON TECHNOLOGIES INC.,

as Parent,


 


and


 


HUDSON HOLDINGS, INC.,

HUDSON TECHNOLOGIES COMPANY,

ASPEN REFRIGERANTS, INC.

and

THE OTHER BORROWERS THAT ARE PARTIES

FROM TIME TO TIME HERETO,

collectively, as the Borrowers


 


Dated as of December 19, 2019










 



 






     


     


    

 





Table
of Contents


 





	 	 	Page
	1.	DEFINITIONS AND CONSTRUCTION	1
	1.1	Definitions	1
	1.2	Accounting Terms	49
	1.3	Code	49
	1.4	Construction	50
	1.5	Time References	50
	1.6	Schedules and Exhibits	50
	1.7	Divisions	50
	2.	LOANS AND TERMS OF PAYMENT	51
	2.1	Revolving Loans	51
	2.2	[Reserved]	51
	2.3	Borrowing Procedures and Settlements	51
	2.4	Payments; Reductions of Commitments; Prepayments	58
	2.5	Promise to Pay; Promissory Notes	61
	2.6	Interest Rates and Letter of Credit Fee:  Rates, Payments, and Calculations	62
	2.7	Crediting Payments	63
	2.8	Designated Account	63
	2.9	Maintenance of Loan Account; Statements of Obligations	64
	2.10	Fees	64
	2.11	Letters of Credit	64
	2.12	LIBOR Option	72
	2.13	Capital Requirements	75
	2.14	Incremental Facilities	76
	2.15	Joint and Several Liability of Borrowers	78
	3.	CONDITIONS; TERM OF AGREEMENT	80
	3.1	Conditions Precedent to the Initial Extension of Credit	80
	3.2	Conditions Precedent to all Extensions of Credit	81
	3.3	Maturity	81
	3.4	Effect of Maturity	81
	3.5	Early Termination by Borrowers	81
	3.6	Conditions Subsequent	81
	4.	REPRESENTATIONS AND WARRANTIES	82
	4.1	Due Organization and Qualification; Subsidiaries	82
	4.2	Due Authorization; No Conflict	82



 



    -i-


     


    







 


Table
of Contents


 


(continued)


  


	 	 	Page
	4.3	Governmental Consents	83
	4.4	Binding Obligations; Perfected Liens	83
	4.5	Title to Assets; No Encumbrances	83
	4.6	Litigation	84
	4.7	Compliance with Laws	84
	4.8	No Material Adverse Effect	84
	4.9	Solvency	84
	4.10	Employee Benefits	84
	4.11	Environmental Condition	85
	4.12	Complete Disclosure	85
	4.13	Patriot Act	86
	4.14	Indebtedness	86
	4.15	Payment of Taxes	86
	4.16	Margin Stock	86
	4.17	Governmental Regulation	86
	4.18	OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws	86
	4.19	Employee and Labor Matters	87
	4.20	Parent as a Holding Company	87
	4.21	Leases	87
	4.22	Eligible Accounts	87
	4.23	Eligible Inventory	87
	4.24	Location of Inventory	88
	4.25	Inventory Records	88
	4.26	Term Loan Documents	88
	4.27	Hedge Agreements	88
	4.28	Material Contracts	88
	4.29	Non-Loan Party Subsidiaries	88
	4.30	Immaterial Subsidiaries	88
	5.	AFFIRMATIVE COVENANTS	89
	5.1	Financial Statements, Reports, Certificates	89
	5.2	Reporting	89
	5.3	Existence	89
	5.4	Maintenance of Properties	89



 






    -ii-


     


    

 





Table
of Contents


 


(continued)


 







	 	 	Page
	5.5	Taxes	89
	5.6	Insurance	89
	5.7	Inspection	90
	5.8	Compliance with Laws	91
	5.9	Environmental	91
	5.10	Disclosure Updates	93
	5.11	Formation of Subsidiaries	93
	5.12	Further Assurances	94
	5.13	Lender Meetings	94
	5.14	Location of Inventory; Chief Executive Office	95
	5.15	OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws	95
	5.16	Material Contracts	95
	5.17	Compliance with ERISA and the IRC	95
	5.18	Bank Products	96
	5.19	Credit Enhancement	96
	5.20	Chief Restructuring Officer	96
	5.21	Term Loan Milestones and Cooperation	96
	5.22	Bi-Weekly Reporting; Monthly Lender Calls	97
	6.	NEGATIVE COVENANTS	97
	6.1	Indebtedness	97
	6.2	Liens	97
	6.3	Restrictions on Fundamental Changes	98
	6.4	Disposal of Assets	98
	6.5	Nature of Business	98
	6.6	Prepayments, Payments of Certain Indebtedness and Amendments	98
	6.7	Restricted Payments	100
	6.8	Accounting Methods	100
	6.9	Investments	100
	6.10	Transactions with Affiliates	100
	6.11	Use of Proceeds	101
	6.12	Limitation on Issuance of Equity Interests	101
	6.13	Inventory with Bailees	101
	6.14	Parent as Holding Company	101



 






    -iii-


     


    

 





Table
of Contents


 


(continued)


 







	 	 	Page
	6.15	Employee Benefits	101
	6.16	Non-Loan Party Subsidiaries	102
	6.17	Acquisition of Indebtedness	102
	6.18	Anti-Layering	102
	6.19	Immaterial Subsidiaries	102
	7.	FINANCIAL COVENANTS	102
	8.	EVENTS OF DEFAULT	103
	8.1	Payments	103
	8.2	Covenants	103
	8.3	Judgments	103
	8.4	Voluntary Bankruptcy	104
	8.5	Involuntary Bankruptcy	104
	8.6	Default Under Other Agreements	104
	8.7	Representations	104
	8.8	Guaranty	104
	8.9	Security Documents	104
	8.10	Loan Documents	104
	8.11	Change of Control	104
	8.12	ERISA	105
	8.13	Invalidity of Intercreditor Agreement	105
	8.14	Material Contracts	105
	8.15	Conduct of Business	105
	8.16	Material Adverse Effect	105
	9.	RIGHTS AND REMEDIES	105
	9.1	Rights and Remedies	105
	9.2	Remedies Cumulative	106
	10.	WAIVERS; INDEMNIFICATION	106
	10.1	Demand; Protest; etc.	106
	10.2	The Lender Group’s Liability for Collateral	106
	10.3	Indemnification	107
	11.	NOTICES	107
	12.	CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER	108
	13.	ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS	110



 






    -iv-


     


    

 





Table
of Contents


 


(continued)


 







	 	 	Page
	13.1	Assignments and Participations	110
	13.2	Successors	113
	14.	AMENDMENTS; WAIVERS	113
	14.1	Amendments and Waivers	113
	14.2	Replacement of Certain Lenders	115
	14.3	No Waivers; Cumulative Remedies	116
	15.	AGENT; THE LENDER GROUP	116
	15.1	Appointment and Authorization of Agent	116
	15.2	Delegation of Duties	117
	15.3	Liability of Agent	117
	15.4	Reliance by Agent	117
	15.5	Notice of Default or Event of Default	118
	15.6	Credit Decision	118
	15.7	Costs and Expenses; Indemnification	119
	15.8	Agent in Individual Capacity	119
	15.9	Successor Agent	119
	15.10	Lender in Individual Capacity	120
	15.11	Collateral Matters	120
	15.12	Restrictions on Actions by Lenders; Sharing of Payments	121
	15.13	Agency for Perfection	121
	15.14	Payments by Agent to the Lenders	121
	15.15	Concerning the Collateral and Related Loan Documents	122
	15.16	Field Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information	122
	15.17	Several Obligations; No Liability	123
	16.	WITHHOLDING TAXES	123
	16.1	Payments	123
	16.2	Exemptions	124
	16.3	Reductions	125
	16.4	Refunds	126
	17.	GENERAL PROVISIONS	126
	17.1	Effectiveness	126
	17.2	Section Headings	126



 






    -v-


     


    

 





Table
of Contents


 


(continued)


 







	 	 	Page
	17.3	Interpretation	126
	17.4	Severability of Provisions	126
	17.5	Bank Product Providers	127
	17.6	Debtor-Creditor Relationship	127
	17.7	Counterparts; Electronic Execution	127
	17.8	Revival and Reinstatement of Obligations	128
	17.9	Confidentiality	128
	17.10	Survival	129
	17.11	Patriot Act; Due Diligence	130
	17.12	Integration	130
	17.13	Hudson Technologies as Agent for Borrowers	130
	17.14	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	131
	17.15	Intercreditor Agreement	131
	17.16	Acknowledgement Regarding Any Supported QFCs	132







 






    -vi-


     


    

 





EXHIBITS AND SCHEDULES


 





	Exhibit A-1	Form of Assignment and Acceptance
	Exhibit B-1	Form of Borrowing Base Certificate
	Exhibit C-1	Form of Compliance Certificate
	Exhibit J-1	Form of Joinder
	Exhibit L-1	Form of LIBOR Notice
	Exhibit P-1	Form of Perfection Certificate
	 	 
	Schedule A-1	Agent’s Account
	Schedule A-2	Authorized Persons
	Schedule C-1	Commitments
	Schedule D-1	Designated Account
	Schedule P-1	Permitted Investments
	Schedule P-2	Permitted Liens
	Schedule R-1	Real Property Collateral
	Schedule 3.1	Conditions Precedent
	Schedule 3.6	Conditions Subsequent
	Schedule 4.1(b)	Capitalization of Loan Parties
	Schedule 4.1(c)	Capitalization of Loan Parties’ Subsidiaries
	Schedule 4.8	Material Adverse Effect
	Schedule 4.10	Employee Benefits
	Schedule 4.11	Environmental Matters
	Schedule 4.14	Permitted Indebtedness
	Schedule 4.24	Location of Inventory
	Schedule 4.28	Material Contracts
	Schedule 5.1	Financial Statements, Reports, Certificates
	Schedule 5.2	Collateral Reporting







 






    -vii-


     


    




 


CREDIT AGREEMENT


 


THIS CREDIT AGREEMENT,
is entered into as of December 19, 2019 by and among the lenders identified on the signature pages hereof (each of such lenders,
together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is
hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative
agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns
in such capacity, “Agent”), HUDSON TECHNOLOGIES, INC., a New York corporation (“Parent”),
HUDSON HOLDINGS, INC., a Nevada corporation (“Hudson Holdings”), HUDSON TECHNOLOGIES COMPANY,
a Tennessee corporation (“Hudson Technologies”), ASPEN REFRIGERANTS, INC., a Delaware corporation (“Aspen”;
and together with Hudson Holdings, Hudson Technologies, and those additional entities that hereafter become parties hereto as Borrowers
in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1, each, a “Borrower”
and individually and collectively, jointly and severally, the “Borrowers”).


 


The parties agree as
follows:


 


1.          
DEFINITIONS AND CONSTRUCTION.


 


1.1        
Definitions. As used in this Agreement, the following terms shall have the following definitions:


 


“13-Week Cash
Flow Forecast” has the meaning specified therefor in Section 5.22(a) of this Agreement.


 


“Acceptable
Appraisal” means, with respect to an appraisal of Inventory, the most recent appraisal of such property received by Agent
(a) from an appraisal company satisfactory to Agent, (b) the scope and methodology (including, to the extent relevant, any sampling
procedure employed by such appraisal company) of which are satisfactory to Agent, and (c) the results of which are satisfactory
to Agent, in each case, in Agent's Permitted Discretion.


 


“Account”
means an account (as that term is defined in the Code).


 


“Account Debtor”
means any Person who is obligated on an Account, chattel paper, or a general intangible.


 


“Account Party”
has the meaning specified therefor in Section 2.11(h) of this Agreement.


 


“Accounting
Changes” means changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or
opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto
or any agency with similar functions).


 


“Acquired Indebtedness”
means Indebtedness of a Person whose assets or Equity Interests are acquired by a Loan Party or any of its Subsidiaries in a Permitted
Acquisition; provided, that such Indebtedness (a) is either purchase money Indebtedness or a Capital Lease with respect
to Equipment or mortgage financing with respect to Real Property, (b) was in existence prior to the date of such Permitted Acquisition,
and (c) was not incurred in connection with, or in contemplation of, such Permitted Acquisition.


 






    


     


    

 


“Acquisition”
means (a) the purchase or other acquisition by a Person or its Subsidiaries of all or substantially all of the assets of (or
any division or business line of) any other Person, or (b) the purchase or other acquisition (whether by means of a merger, consolidation,
or otherwise) by a Person or its Subsidiaries of all of the Equity Interests of any other Person.


 


“Additional
Documents” has the meaning specified therefor in Section 5.12 of this Agreement.


 


“Administrative
Borrower” has the meaning specified therefor in Section 17.13 of this Agreement.


 


“Administrative
Questionnaire” has the meaning specified therefor in Section 13.1(a) of this Agreement.


 


“Affected Lender”
has the meaning specified therefor in Section 2.13(b) of this Agreement.


 


“Affiliate”
means, as applied to any Person, any other Person who controls, is controlled by, or is under common control with, such Person.
For purposes of this definition, “control” means the possession, directly or indirectly through one or more intermediaries,
of the power to direct the management and policies of a Person, whether through the ownership of Equity Interests, by contract,
or otherwise; provided, that for purposes of the definition of Eligible Accounts and Section 6.10 of this Agreement:
(a) if any Person owns directly or indirectly 20% or more of the Equity Interests having ordinary voting power for the election
of directors or other members of the governing body of a Person or 20% or more of the partnership or other ownership interests
of a Person (other than as a limited partner of such Person), then both such Persons shall be Affiliates of each other, (b) each
director (or comparable manager) of a Person shall be deemed to be an Affiliate of such Person, and (c) each partnership in which
a Person is a general partner shall be deemed an Affiliate of such Person.


 


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


 


“Agent-Related
Persons” means Agent, together with its Affiliates, officers, directors, employees, attorneys, and agents.


 


“Agent’s
Account” means the Deposit Account of Agent identified on Schedule A-1 to this Agreement (or such other Deposit
Account of Agent that has been designated as such, in writing, by Agent to Borrowers and the Lenders).


 


“Agent’s
Liens” means the Liens granted by each Loan Party or its Subsidiaries to Agent under the Loan Documents and securing
the Obligations.


 


“Agreement”
means this Credit Agreement, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.


 


“Anti-Corruption
Laws” means the FCPA, the U.K. Bribery Act of 2010, as amended, and all other applicable laws and regulations or ordinances
concerning or relating to bribery, money laundering or corruption in any jurisdiction in which any Loan Party or any of its Subsidiaries
or Affiliates is located or is doing business.


 


“Anti-Money
Laundering Laws” means the applicable laws or regulations in any jurisdiction in which any Loan Party or any of its Subsidiaries
or Affiliates is located or is doing business that relates to money laundering, any predicate crime to money laundering, or any
financial record keeping and reporting requirements related thereto.


 






    -2-


     


    

 


“Applicable
Margin” means, as of any date of determination and with respect to Base Rate Loans or LIBOR Rate Loans, as applicable,
the applicable margin set forth in the following table that corresponds to the Average Excess Availability of Borrowers for the
most recently completed month; provided, that for the period from the Closing Date through and including June 30, 2020,
the Applicable Margin shall be set at the margin in the row styled “Level III”; provided further, that any time
an Event of Default has occurred and is continuing, the Applicable Margin shall be set at the margin in the row styled “Level
III”:


 


	Level	Average Excess

 Availability	Applicable Margin Relative

 to Base Rate Loans 

(the “Base Rate Margin”)	Applicable Margin Relative

 to LIBOR Rate Loans  

(the “LIBOR Rate Margin”)
	I	> 30.0% of the Maximum Revolver Amount	1.25 percentage points	2.25 percentage points
	II	< 30.0% of the Maximum Revolver Amount and > 15.0% of the Maximum Revolver Amount	1.50 percentage points	2.50 percentage points
	III	< 15.0% of the Maximum Revolver Amount	1.75 percentage points	2.75 percentage points


 


The Applicable Margin
shall be re-determined as of the first day of each month based on the Average Excess Availability for the immediately prior month.


 


“Applicable
Unused Line Fee Percentage” means, as of any date of determination, the applicable percentage set forth in the following
table that corresponds to the Average Revolver Usage of Borrowers for the most recently completed month as determined by Agent
in its Permitted Discretion; provided, that for the period from the Closing Date through and including March 31, 2020, the
Applicable Unused Line Fee Percentage shall be set at the rate in the row styled “Level II”; provided further,that
any time an Event of Default has occurred and is continuing, the Applicable Unused Line Fee Percentage shall be set at the margin
in the row styled “Level II”:


 


	Level	Average Revolver Usage	Applicable Unused 

Line Fee Percentage
	I	> 50% of the Maximum Revolver Amount	0.35 percentage points
	II	< 50% of the Maximum Revolver Amount	0.50 percentage points


The Applicable Unused
Line Fee Percentage shall be re-determined on the first date of each month by Agent.


 






    -3-


     


    

 


“Application
Event” means the occurrence of (a) a failure by Borrowers to repay all of the Obligations in full on the Maturity Date,
or (b) an Event of Default and the election by Agent or the Required Lenders to require that payments and proceeds of Collateral
be applied pursuant to Section 2.4(b)(iii) of this Agreement.


 


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


 


“Aspen Vendor
Cylinder Deposit Liabilities Reserve” means a reserve in the amount of $1,700,000 which shall be adjusted by the Agent
on the date that is the earliest of (a) the date that Agent shall have received a management prepared calculation of such reserve
and such calculation shall be satisfactory to Agent in all respects, (b) the date that Agent shall have received an updated estimate
of such reserve pursuant to a field examination reasonably acceptable to Agent, and (c) (i) the date that Agent shall have received
the annual audited financial statements of Parent and its Subsidiaries for the fiscal year ending December 31, 2019 pursuant to
the terms of Section 5.1 of this Agreement or (ii) March 31, 2020.


 


“Assignee”
has the meaning specified therefor in Section 13.1(a) of this Agreement.


 


“Assignment
and Acceptance” means an Assignment and Acceptance Agreement substantially in the form of Exhibit A-1 to this
Agreement.


 


“Authorized
Person” means any one of the individuals identified as an officer of a Borrower on Schedule A-2 to this Agreement,
or any other individual identified by Administrative Borrower as an authorized person and authenticated through Agent’s electronic
platform or portal in accordance with its procedures for such authentication.


 


“Availability”
means, as of any date of determination, the amount that Borrowers are entitled to borrow as Revolving Loans under Section 2.1
of this Agreement (after giving effect to the then outstanding Revolver Usage).


 


“Available Increase
Amount” means, as of any date of determination, an amount equal to the result of (a) $15,000,000, minus
(b) the aggregate principal amount of Increases to the Revolver Commitments previously made pursuant to Section 2.14 of
this Agreement.


 


“Average Excess
Availability” means, with respect to any period, the sum of the aggregate amount of Excess Availability for each day
in such period (as calculated by Agent as of the end of each respective day) divided by the number of days in such period.


 


“Average Revolver
Usage” means, with respect to any period, the sum of the aggregate amount of Revolver Usage for each day in such period
(calculated as of the end of each respective day) divided by the number of days in such period.


 


“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.


 


“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.


 






    -4-


     


    

 


“Bank Product”
means any one or more of the following financial products or accommodations extended to any Loan Party or any of its Subsidiaries
by a Bank Product Provider: (a) credit cards (including commercial cards (including so-called “purchase cards”, “procurement
cards” or “p-cards”)), (b) payment card processing services, (c) debit cards, (d) stored value cards, (e) Cash
Management Services, or (f) transactions under Hedge Agreements.


 


“Bank Product
Agreements” means those agreements entered into from time to time by any Loan Party or any of its Subsidiaries with a
Bank Product Provider in connection with the obtaining of any of the Bank Products.


 


“Bank Product
Collateralization” means providing cash collateral (pursuant to documentation reasonably satisfactory to Agent) to be
held by Agent for the benefit of the Bank Product Providers (other than the Hedge Providers) in an amount determined by Agent as
sufficient to satisfy the reasonably estimated credit exposure, operational risk or processing risk with respect to the then existing
Bank Product Obligations (other than Hedge Obligations).


 


“Bank Product
Obligations” means (a) all obligations, liabilities, reimbursement obligations, fees, or expenses owing by each Loan
Party and its Subsidiaries to any Bank Product Provider pursuant to or evidenced by a Bank Product Agreement and irrespective of
whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter
arising, (b) all Hedge Obligations, and (c) all amounts that Agent or any Lender is obligated to pay to a Bank Product Provider
as a result of Agent or such Lender purchasing participations from, or executing guarantees or indemnities or reimbursement obligations
to, a Bank Product Provider with respect to the Bank Products provided by such Bank Product Provider to a Loan Party or its Subsidiaries.


 


“Bank Product
Provider” means Wells Fargo or any of its Affiliates, including each of the foregoing in its capacity, if applicable,
as a Hedge Provider.


 


“Bank Product
Provider Agreement” means an agreement in form and substance satisfactory to Agent, duly executed by the applicable Bank
Product Provider, the applicable Loan Parties, and Agent.


 


“Bank Product
Reserves” means, as of any date of determination, those reserves that Agent deems necessary or appropriate to establish
(based upon the Bank Product Providers’ determination of the liabilities and obligations of each Loan Party and its Subsidiaries
in respect of Bank Product Obligations) in respect of Bank Products then provided or outstanding.


 


“Bankruptcy
Code” means title 11 of the United States Code, as in effect from time to time.


 


“Base Rate”
means the greatest of (a) the Federal Funds Rate plus 1⁄2%, (b) the LIBOR Rate (which rate shall be calculated
based upon an Interest Period of one month and shall be determined on a daily basis), plus one percentage point,
and (c) the rate of interest announced, from time to time, within Wells Fargo at its principal office in San Francisco as its “prime
rate”, with the understanding that the “prime rate” is one of Wells Fargo’s base rates (not necessarily
the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for those loans making
reference thereto and is evidenced by the recording thereof after its announcement in such internal publications as Wells Fargo
may designate (and, if any such announced rate is below zero, then the rate determined pursuant to this clause (c) shall be deemed
to be zero).


 


“Base Rate Loan”
means each portion of the Revolving Loans that bears interest at a rate determined by reference to the Base Rate.


 






    -5-


     


    

 


“Base Rate Margin”
has the meaning set forth in the definition of Applicable Margin.


 


“Benchmark
Replacement” means the sum of: (a) the alternate benchmark rate (which may include Term SOFR) that has been selected
by Agent and Administrative 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 or (ii) any evolving or then-prevailing market convention
for determining a rate of interest as a replacement to the LIBOR Rate for United States 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 shall be deemed to be zero for the purposes of this Agreement.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the LIBOR Rate with an Unadjusted Benchmark Replacement
for each applicable Interest Period, 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 Agent and Administrative Borrower in their reasonable discretion
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 LIBOR Rate with the applicable Unadjusted Benchmark Replacement by the Relevant
Governmental Body 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 LIBOR Rate with the applicable Unadjusted Benchmark
Replacement for United States dollar-denominated syndicated credit facilities at such time.


 


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


 


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


 


(b)          
in the case of clause (c) 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 LIBOR Rate:


 


(a)          
a public statement or publication of information by or on behalf of the administrator of the LIBOR Rate announcing that
such administrator has ceased or will cease to provide the LIBOR 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 LIBOR Rate;


 






    -6-


     


    

 


(b)          
a public statement or publication of information by the regulatory supervisor for the administrator of the LIBOR Rate, the
Federal Reserve System of the United States (or any successor), an insolvency official with jurisdiction over the administrator
for the LIBOR Rate, a resolution authority with jurisdiction over the administrator for the LIBOR Rate or a court or an entity
with similar insolvency or resolution authority over the administrator for the LIBOR Rate, which states that the administrator
of the LIBOR Rate has ceased or will cease to provide the LIBOR 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 LIBOR Rate; or


 


(c)          
a public statement or publication of information by the regulatory supervisor for the administrator of the LIBOR Rate announcing
that the LIBOR 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 Agent or the Required Lenders, as applicable,
by notice to Administrative Borrower, Agent (in the case of such notice by the Required Lenders) and the Lenders.


 


“Benchmark Unavailability
Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect
to the LIBOR Rate and solely to the extent that the LIBOR 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 LIBOR Rate for all purposes hereunder in accordance with Section 2.12(d)(iii) and (y) ending at the time that a Benchmark
Replacement has replaced the LIBOR Rate for all purposes hereunder pursuant to Section 2.12(d)(iii).


 


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


 


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


 


“Benefit Plan”
means a “defined benefit plan” (as defined in Section 3(35) of ERISA) for which any Loan Party or any of its Subsidiaries
or ERISA Affiliates has been an “employer” (as defined in Section 3(5) of ERISA) within the past six years.


 


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


 


“Bi-Weekly Reporting
Package” has the meaning specified therefor in Section 5.22(b) of this Agreement.


 


“Bill and Hold
Arrangements” means “banked gas” arrangements under which goods are invoiced to an Account Debtor but stored
by a Borrower for future delivery, and title to such goods passes to such Account Debtor as of the date of issuance of such invoice
therefore by such Borrower.


 






    -7-


     


    

 


“Board of Directors”
means, as to any Person, the board of directors (or comparable managers) of such Person, or any committee thereof duly authorized
to act on behalf of the board of directors (or comparable managers).


 


“Board of Governors”
means the Board of Governors of the Federal Reserve System of the United States (or any successor).


 


“BOC”
means BOC Limited, a private limited company organized under the laws of the United Kingdom, and which maintains its chief executive
office in the United Kingdom.


 


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


 


“Borrower Materials”
has the meaning specified therefor in Section 17.9(c) of this Agreement.


 


“Borrowing”
means a borrowing consisting of Revolving Loans made on the same day by the Lenders (or Agent on behalf thereof), or by Swing Lender
in the case of a Swing Loan, or by Agent in the case of an Extraordinary Advance.


 


“Borrowing Base”
means, as of any date of determination, the result of:


 


(a)         
85% of the amount of Eligible Accounts, less the amount, if any, of the Dilution Reserve, plus


 


(b)         
the lesser of


 


(i)            
$40,000,000, and


 


(ii)           
the lesser of (A) the product of 75% multiplied by the value (calculated at the lower of cost or market on a basis consistent
with Borrowers’ historical accounting practices) of Eligible Inventory (including Eligible R-22 Inventory) at such time and
(B) the sum of (1) the product of 75% multiplied by the Net Recovery Percentage identified in the most recent Acceptable Appraisal
of Inventory, multiplied by the value (calculated at the lower of cost or market on a basis consistent with Borrowers’ historical
accounting practices) of Eligible R-22 Inventory and (2) the product of 85% multiplied by the Net Recovery Percentage identified
in the most recent Acceptable Appraisal of Inventory, multiplied by the value (calculated at the lower of cost or market on a basis
consistent with Borrowers’ historical accounting practices) of Eligible Inventory (other than Eligible R-22 Inventory (such
determination may be made as to different categories of Eligible Inventory based upon the Net Recovery Percentage applicable to
such categories) at such time, minus


 


(c)         
the aggregate amount of Reserves, if any, established by Agent from time to time under Section 2.1(c) of this Agreement.


“Borrowing Base
Certificate” means a certificate substantially in the form of Exhibit B-1 to this Agreement, which such form of
Borrowing Base Certificate may be amended, restated, supplemented or otherwise modified from time to time (including without limitation,
changes to the format thereof) in accordance with the terms of this Agreement, as approved by Agent in Agent’s sole discretion.


 


“Business Day”
means any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to close in the State of New
York, except that, if a determination of a Business Day shall relate to a LIBOR Rate Loan, the term “Business Day”
also shall exclude any day on which banks are closed for dealings in Dollar deposits in the London interbank market.


 






    -8-


     


    

 


“Capital Expenditures”
means, with respect to any Person for any period, the amount of all expenditures by such Person and its Subsidiaries during such
period that are capital expenditures as determined in accordance with GAAP, whether such expenditures are paid in cash or financed,
but excluding, without duplication (a) with respect to the purchase price of assets that are purchased substantially contemporaneously
with the trade-in of existing assets during such period, the amount that the gross amount of such purchase price is reduced by
the credit granted by the seller of such assets for the assets being traded in at such time and (b) expenditures made during such
period to consummate one or more Permitted Acquisitions.


 


“Capital Lease”
means a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.


 


“Capitalized
Lease Obligation” means that portion of the obligations under a Capital Lease that is required to be capitalized in accordance
with GAAP.


 


“Cash Equivalents”
means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States or issued by any agency
thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition
thereof, (b) marketable direct obligations issued or fully guaranteed by any state of the United States or any political subdivision
of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the
time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor’s Rating Group (“S&P”)
or Moody’s Investors Service, Inc. (“Moody’s”), (c) commercial paper maturing no more than 270 days
from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1
from Moody’s, (d) certificates of deposit, time deposits, overnight bank deposits or bankers’ acceptances maturing
within one year from the date of acquisition thereof issued by any bank organized under the laws of the United States or any state
thereof or the District of Columbia or any United States branch of a foreign bank having at the date of acquisition thereof combined
capital and surplus of not less than $1,000,000,000, (e) Deposit Accounts maintained with (i) any bank that satisfies the
criteria described in clause (d) above, or (ii) any other bank organized under the laws of the United States or any state thereof
so long as the full amount maintained with any such other bank is insured by the Federal Deposit Insurance Corporation, (f) repurchase
obligations of any commercial bank satisfying the requirements of clause (d) of this definition or of any recognized securities
dealer having combined capital and surplus of not less than $1,000,000,000, having a term of not more than seven days, with respect
to securities satisfying the criteria in clauses (a) or (d) above, (g) debt securities with maturities of six months or less from
the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the criteria described in
clause (d) above, and (h) Investments in money market funds substantially all of whose assets are invested in the types of assets
described in clauses (a) through (g) above.


 


“Cash Management
Services” means any cash management or related services including treasury, depository, return items, overdraft, controlled
disbursement, merchant store value cards, e-payables services, electronic funds transfer, interstate depository network, automatic
clearing house transfer (including the Automated Clearing House processing of electronic funds transfers through the direct Federal
Reserve Fedline system) and other cash management arrangements.


 






    -9-


     


    

 


“CFC”
means a controlled foreign corporation (as that term is defined in the IRC) in which any Loan Party is a “United States shareholder”
within the meaning of Section 951(b) of the IRC.


 


“Change in Law”
means the occurrence after the date of this Agreement of: (a) the adoption or effectiveness of any law, rule, regulation, judicial
ruling, judgment or treaty, (b) any change in any law, rule, regulation, judicial ruling, judgment or treaty or in the administration,
interpretation, implementation or application by any Governmental Authority of any law, rule, regulation, guideline or treaty,
or (c) the making or issuance by any Governmental Authority of any request, rule, guideline or directive, whether or not having
the force of law; provided, that notwithstanding anything in this Agreement to the contrary, (i) the Dodd-Frank Wall Street
Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith,
and (ii) all requests, rules, guidelines or directives concerning capital adequacy 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
shall, in each case, be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.


 


“Change of Control”
means that:


 


(a)          
any Person or two or more Persons acting in concert, shall have acquired beneficial ownership, directly or indirectly, of
Equity Interests of Parent (or other securities convertible into such Equity Interests) representing 35% or more of the combined
voting power of all Equity Interests of Parent entitled (without regard to the occurrence of any contingency) to vote for the election
of members of the Board of Directors of Parent,


 


(b)          
any Person or two or more Persons acting in concert, shall have acquired by contract or otherwise, or shall have entered
into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition of the power to exercise,
directly or indirectly, a controlling influence over the management or policies of Parent or control over the Equity Interests
of such Person entitled to vote for members of the Board of Directors of Parent on a fully-diluted basis (and taking into account
all such Equity Interests that such Person or group has the right to acquire pursuant to any option right) representing 35% or
more of the combined voting power of such Equity Interests,


 


(c)          
during any period of 24 consecutive months commencing on or after the Closing Date, the occurrence of a change in the composition
of the Board of Directors of Parent such that a majority of the members of such Board of Directors are not Continuing Directors,


 


(d)          
Parent fails to own and control, directly or indirectly, 100% of the Equity Interests of each other Loan Party,


 


(e)          
Hudson Holdings fails to own and control, directly or indirectly, 100% of the Equity Interests of each other Loan Party
(other than Parent),


 


(f)           
any sale of all or substantially all of the property or assets of Parent and its Subsidiaries other than in a sale or transfer
to another Loan Party,


 


(g)          
the occurrence of any “Change of Control” (or equivalent term) as defined in Term Loan Agreement or in any other
material Indebtedness shall have occurred.


 


“Closing Date”
means December 19, 2019.


 


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


 






    -10-


     


    

 


“Collateral”
means all assets and interests in assets and proceeds thereof now owned or hereafter acquired by any Loan Party or its Subsidiaries
in or upon which a Lien is granted by such Person in favor of Agent or the Lenders under any of the Loan Documents.


 


“Collateral
Access Agreement” means a landlord waiver, bailee letter, or acknowledgement agreement of any lessor, warehouseman, processor,
consignee, or other Person in possession of, having a Lien upon, or having rights or interests in any Loan Party’s or its
Subsidiaries’ books and records, Equipment, or Inventory, in each case, in form and substance reasonably satisfactory to
Agent.


 


“Collections”
means, all cash, checks, notes, instruments, and other items of payment (including insurance proceeds, cash proceeds of asset sales,
rental proceeds and tax refunds).


 


“Commitment”
means, with respect to each Lender, its Revolver Commitment and, with respect to all Lenders, their Revolver Commitments, in each
case as such Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule C-1 to
this Agreement or in the Assignment and Acceptance pursuant to which such Lender became a Lender under this Agreement, as such
amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section
13.1 of this Agreement.


 


“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.


 


“Competitor”
means any person as may be identified in writing to the Agent by the Administrative Borrower from time to time after the Closing
Date as bona fide business competitors of the Borrowers (other than bona fide debt funds) (in the good faith determination of the
Borrowers), by delivery of a notice thereof to the Agent setting forth such person or persons; provided that no such updates
pursuant to this definition shall be deemed to retroactively disqualify any parties that have previously acquired an assignment
or participation interest in respect of the Loans from continuing to hold or vote such previously acquired assignments and participation
on terms set forth herein for Lenders.


 


“Compliance
Certificate” means a certificate substantially in the form of Exhibit C-1 to this Agreement delivered by the chief
financial officer or treasurer of Parent to Agent.


 


“Confidential
Information” has the meaning specified therefor in Section 17.9(a) of this Agreement.


 


“Continuing
Director” means (a) any member of the Board of Directors who was a director (or comparable manager) of Parent on the
Closing Date, and (b) any individual who becomes a member of the Board of Directors after the Closing Date if such individual was
approved, appointed or nominated for election to the Board of Directors by a majority of the Continuing Directors.


 


“Control Agreement”
means a control agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by a Loan Party or one
of its Subsidiaries, Agent, and the applicable securities intermediary (with respect to a Securities Account) or bank (with respect
to a Deposit Account).


 


“Copyright Security
Agreement” has the meaning specified therefor in the Guaranty and Security Agreement.


 






    -11-


     


    

 


“Covenant Testing
Period” means a period (a) commencing on the last day of the fiscal month of Parent most recently ended prior to
a Covenant Trigger Event for which Borrowers are required to deliver to Agent monthly, quarterly or annual financial statements
pursuant to Section 5.1 and Schedule 5.1 to this Agreement, and (b) continuing through and including the first
day after such Covenant Trigger Event that Excess Availability has equaled or exceeded 12.5% of the Maximum Revolver Amount for
two consecutive calendar months.


 


“Covenant Trigger
Event” means if at any time Excess Availability is less than 12.5% of the Maximum Revolver Amount.


 


“Covered Entity”
means any of the following:


 


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


 


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


 


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


 


“Covered Party”
has the meaning specified therefor in Section 17.16 of this Agreement.


 


“CRO”
has the meaning specified therefor in Section 5.20 of this Agreement.


 


“Cylinder Inventory”
means inventory consisting of gas cylinders.


 


“Default”
means an event, condition, or default that, with the giving of notice, the passage of time, or both, would be an Event of Default.


 


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


 


“Defaulting
Lender” means any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of
the date such Loans were required to be funded hereunder unless such Lender notifies Agent and Administrative Borrower in writing
that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of
which conditions precedent, together with any applicable Default or Event of Default, shall be specifically identified in such
writing) has not been satisfied, or (ii) pay to Agent, Issuing Bank, or any other Lender any other amount required to be paid by
it hereunder (including in respect of its participation in Letters of Credit) within two Business Days of the date when due, (b)
has notified any Borrower, Agent or Issuing Bank in writing that it does not intend to comply with its funding obligations hereunder,
or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation
to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent
to funding (which condition precedent, together with any applicable Default or Event of Default, shall be specifically identified
in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by
Agent or Administrative Borrower, to confirm in writing to Agent and Administrative Borrower that it will comply with its prospective
funding obligations hereunder (provided, that such Lender shall cease to be a Defaulting Lender pursuant to this clause
(c) upon receipt of such written confirmation by Agent and Administrative Borrower), or (d) has, or has a direct or indirect parent
company that has, (i) become the subject of any Insolvency Proceeding, (ii) had appointed for it a receiver, custodian, conservator,
trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its
business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting
in such a capacity, or (iii) become the subject of a Bail-In Action; provided, that a Lender shall not be a Defaulting Lender
solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company
thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity
from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets
or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made
with such Lender. Any determination by Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through
(d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender upon
delivery of written notice of such determination to Administrative Borrower, Issuing Bank, and each Lender.


 






    -12-


     


    

 


“Defaulting
Lender Rate” means (a) for the first three days from and after the date the relevant payment is due, the Base Rate, and
(b) thereafter, the interest rate then applicable to Revolving Loans that are Base Rate Loans (inclusive of the Base Rate Margin
applicable thereto).


 


“Deposit Account”
means any deposit account (as that term is defined in the Code).


 


“Designated
Account” means the Deposit Account of the applicable Borrower identified on Schedule D-1 to this Agreement (or
such other Deposit Account of Administrative Borrower located at Designated Account Bank that has been designated as such, in writing,
by Borrowers to Agent).


 


“Designated
Account Bank” has the meaning specified therefor in Schedule D-1 to this Agreement (or such other bank that is
located within the United States that has been designated as such, in writing, by Borrowers to Agent).


 


“Dilution”
means, as of any date of determination, a percentage, based upon the experience of the immediately prior 12 months, that is the
result of dividing the Dollar amount of (a) bad debt write-downs, discounts, advertising allowances, credits, or other dilutive
items with respect to Borrowers’ Accounts during such period, by (b) Borrowers’ billings with respect to Accounts during
such period.


 


“Dilution Reserve”
means, as of any date of determination, an amount sufficient to reduce the advance rate against Eligible Accounts by the extent
to which Dilution is in excess of 5%.


 


“Disbursement
Letter” means a disbursement letter, dated as of even date with this Agreement, in form and substance reasonably satisfactory
to Agent, executed and delivered by Borrowers.


 


“Disqualified
Equity Interests” means any Equity Interests that, by their terms (or by the terms of any security or other Equity Interests
into which they are convertible or for which they are exchangeable), or upon the happening of any event or condition (a) matures
or are mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise
(except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a
change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that
are accrued and payable and the termination of the Commitments), (b) are redeemable at the option of the holder thereof (other
than solely for Qualified Equity Interests), in whole or in part, (c) result in the scheduled payments of dividends in cash, or
(d) are or become convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified
Equity Interests, in each case, prior to the date that is 180 days after the Maturity Date.


 






    -13-


     


    

 



 


 


“DLA Contract”
means that certain Contract No. SPE4A6-16-D-0226, dated as of July 30, 2016, by and between Hudson Technologies and DLA Aviation,
as amended, amended and restated, restated, supplemented, modified or otherwise in effect from time to time in accordance with
the terms of this Agreement.


 


“Dollars”
or “$” means United States dollars.


 


“Domestic Subsidiary”
means any Subsidiary of any Loan Party that is not a Foreign Subsidiary.


 


“Drawing Document”
means any Letter of Credit or other document presented for purposes of drawing under any Letter of Credit, including by electronic
transmission such as SWIFT, electronic mail, facsimile or computer generated communication.


 


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


 


(a)          (i)
a determination by Agent or (ii) a notification by the Required Lenders to Agent (with a copy to Administrative Borrower) that
the Required Lenders have determined that United States dollar-denominated syndicated credit facilities being executed at such
time, or that include language similar to that contained in Section 2.12(d)(iii) are being executed or amended, as applicable,
to incorporate or adopt a new benchmark interest rate to replace the LIBOR Rate, and


 


(b)           (i) the election by 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 Agent of written notice of such election to Administrative Borrower and the Lenders or by
the Required Lenders of written notice of such election to Agent.


 


“Earn-Outs”
means unsecured liabilities of a Loan Party arising under an agreement to make any deferred payment as a part of the Purchase Price
for a Permitted Acquisition, including performance bonuses or consulting payments in any related services, employment or similar
agreement, in an amount that is subject to or contingent upon the revenues, income, cash flow or profits (or the like) of the target
of such Permitted Acquisition.


 


“EBITDA”
means, with respect to any fiscal period and with respect to Parent determined, in each case, on a consolidated basis in accordance
with GAAP:


 


(a)           the consolidated net income (or loss),


 


		 	minus



 


(b)          without
duplication, the sum of the following amounts for such period to the extent included in determining consolidated net income (or
loss) for such period:


 


		(i)	unusual or non-recurring gains, and



 


		(ii)	interest income,



 


		 	plus



 


(c)           without
duplication, the sum of the following amounts for such period to the extent deducted in determining consolidated net income (or
loss) for such period:


 






    	 	 -14-	 



     


    

 


		(i)	non-cash unusual or non-recurring losses;



 


		(ii)	unusual or non-recurring loss; provided that the aggregate amount added back pursuant to
this clause (ii) in any fiscal year shall not exceed $500,000;



 


		(iii)	non-cash charges (including, without limitation, for the avoidance of doubt, non-cash stock compensation,
expense and non-cash purchase accounting adjustments);



 


		(iv)	non-cash adjustments or charges for lower of cost or net realizable value of Inventory adjustments
to the extent any such adjustment has occurred prior to the Closing Date; provided that any items pursuant to this clause
(iv) shall not be permitted to be added back to EBITDA for any period after September 30, 2020 (or such longer period as may
be acceptable to Agent in its sole discretion);



 


		(v)	(A) reasonable and documented costs, fees to Persons (other than any Loan Party or its Affiliates),
charges or expenses directly incurred on or prior to the Closing Date in connection with the transactions consummated on the Closing
Date and (1) actually paid on or prior to the Closing Date in an aggregate amount not to exceed $2,500,000, and (2) actually paid
after the Closing Date in an aggregate amount not to exceed such amount as approved by Agent in its sole discretion, and (B) professional
fees to Persons (other than any Loan Party or its Affiliates) directly incurred in connection with the Borrowers’ restructuring
process and actually paid within fifteen (15) months after the Closing Date, in each case as disclosed in writing to the Agent;
provided that the amount added back pursuant to this clause (v)(B) shall not exceed $4,250,000 in the aggregate;



 


		(vi)	Interest Expense,



 


		(vii)	income taxes, and



 


		(viii)	depreciation and amortization.



 


For the purposes of calculating
EBITDA for any period of twelve consecutive months (each, a “Reference Period”), if at any time during such
Reference Period (and after the Closing Date), any Loan Party or any of its Subsidiaries shall have made a Permitted Acquisition,
EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto (including pro forma adjustments
arising out of events which are directly attributable to such Permitted Acquisition, are factually supportable, and are expected
to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under
the Securities Act and as interpreted by the staff of the SEC) or in such other manner acceptable to Agent as if any such Permitted
Acquisition or adjustment occurred on the first day of such Reference Period.


 


In addition, notwithstanding
the foregoing, (a) EBITDA for the month ended January 31, 2019, shall be deemed to be $341,703.36, (b) EBITDA for the month ended
February 28, 2019, shall be deemed to be $542,754.92, (c) EBITDA for the month ended March 31, 2019, shall be deemed to be $1,511,888.61,
(d) EBITDA for the month ended April 30, 2019, shall be deemed to be $1,398,664.33, (e) EBITDA for the month ended May 31, 2019,
shall be deemed to be $548,148.29, (f) EBITDA for the month ended June 30, 2019, shall be deemed to be $1,599,977.41, (g) EBITDA
for the month ended July 31, 2019, shall be deemed to be $2,123,557.52, (h) EBITDA for the month ended August 31, 2019, shall be
deemed to be $2,769,845.00, and (i) EBITDA for the month ended September 30, 2019, shall be deemed to be $(982,109.96).


 






    	 	 -15-	 



     


    

 


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


 


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


 


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


 


“Eligible Accounts”
means those Accounts created by a Borrower in the ordinary course of its business, that arise out of such Borrower’s sale
of goods or rendition of services, that comply with each of the representations and warranties respecting Eligible Accounts made
in the Loan Documents, and that are not excluded as ineligible by virtue of one or more of the excluding criteria set forth below;
provided, that such criteria may be revised from time to time by Agent in Agent’s Permitted Discretion to address
the results of any information with respect to the Borrowers’ business or assets of which Agent becomes aware after the Closing
Date, including any field examination performed by (or on behalf of) Agent from time to time after the Closing Date. In determining
the amount to be included, Eligible Accounts shall be calculated net of customer deposits, unapplied cash, taxes, finance charges,
service charges, discounts, credits, allowances, and rebates. Eligible Accounts shall not include the following:


 


(a)           Accounts that the Account Debtor has failed to pay within 90 days (except with respect to any Accounts not to exceed $400,000
in the aggregate at any time, 120 days) of original invoice date or 90 days of due date,


 


(b)           Accounts
owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts owed by that Account Debtor (or its Affiliates)
are deemed ineligible under clause (a) above,


 


(c)           Accounts with selling terms of more than 90 days,


 


(d)           Accounts with respect to which the Account Debtor is an Affiliate of any Borrower or an employee or agent of any Borrower
or any Affiliate of any Borrower,


 


(e)           Accounts
(i) arising in a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return,
a sale on approval, a bill and hold, or any other terms by reason of which the payment by the Account Debtor may be conditional,
or (ii) with respect to which the payment terms are “C.O.D.”, cash on delivery or other similar terms,


 


(f)            Accounts
that are not payable in Dollars,


 


(g)           except
for Accounts with respect to which the Account Debtor is BOC, Accounts with respect to which the Account Debtor either (i) does
not maintain its chief executive office in the United States or Canada, or (ii) is not organized under the laws of the United
States or Canada or any state or province thereof, or (iii) is the government of any foreign country or sovereign state, or of
any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or
other instrumentality thereof, unless (A) the Account is supported by an irrevocable letter of credit reasonably satisfactory
to Agent (as to form, substance, and issuer or domestic confirming bank) that has been delivered to Agent and, if requested by
Agent, is directly drawable by Agent, or (B) the Account is covered by credit insurance in form, substance, and amount, and by
an insurer, reasonably satisfactory to Agent,






    	 	 -16-	 



     


    

 


(h)           Accounts
with respect to which the Account Debtor is either (i) the United States or any department, agency, or instrumentality of the
United States (exclusive, however, of Accounts with respect to which Borrowers have complied, to the reasonable satisfaction of
Agent, with the Assignment of Claims Act, 31 USC §3727), or (ii) any state of the United States or any other Governmental
Authority, unless such Borrower assigns its right to payment of such Account to Agent pursuant to the Assignment of Claims Act
of 1940, as amended (31 U.S.C. Sub-Section 3727 et seq. and 41 U.S.C. Sub-Section 15 et seq.) or has otherwise complied with other
applicable statutes or ordinances, provided, however, that notwithstanding the foregoing, through and including
the date which is 120 days following the Closing Date (or such longer period as the Agent may agree to in its sole discretion),
such Accounts may be included as Eligible Accounts irrespective of whether the applicable Borrower complies with the requirements
set forth in this clause (h),


 


(i)            Accounts with respect to which the Account Debtor is a creditor of a Borrower, has or has asserted a right of recoupment
or setoff, or has disputed its obligation to pay all or any portion of the Account, to the extent of such claim, right of recoupment
or setoff, or dispute,


 


(j)            Accounts
with respect to an Account Debtor whose Eligible Accounts owing to Borrowers exceed (i) 20.0% (or such other increased percentage
amount as the Agent may agree to in writing in its Permitted Discretion) with respect to DLA Aviation and (ii) 15.0% (or such
other increased percentage amount as the Agent may agree to in writing in its Permitted Discretion) in the case of all other Account
Debtors (in each case, such percentage, as applied to a particular Account Debtor, being subject to reduction by Agent in its
Permitted Discretion if the creditworthiness of such Account Debtor deteriorates) of all Eligible Accounts, to the extent of the
obligations owing by such Account Debtor in excess of such percentage; provided, that in each case, the amount of Eligible
Accounts that are excluded because they exceed the foregoing percentage shall be determined by Agent based on all of the otherwise
Eligible Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit,


 


(k)           Accounts
with respect to which the Account Debtor is subject to an Insolvency Proceeding, is not Solvent, has gone out of business, or
as to which any Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition
of such Account Debtor,


 


(l)            Accounts,
the collection of which, Agent, in its Permitted Discretion, believes to be doubtful, including by reason of the Account Debtor’s
financial condition,


 


(m)          Accounts that are not subject to a valid and perfected first priority
Agent’s Lien,


 


(n)           Accounts
with respect to which (i) the goods giving rise to such Account have not been shipped and billed to the Account Debtor (other
than certain Accounts pursuant to Bill and Hold Arrangements which (x) may be deemed Eligible Accounts by Agent after the Closing
Date in an amount to be determined in Agent’s sole discretion and (y) are on terms satisfactory to Agent in its sole discretion),
or (ii) the services giving rise to such Account have not been performed and billed to the Account Debtor,


 






    	 	 -17-	 



     


    

 


(o)           Accounts with respect to which the Account Debtor is a Sanctioned Person or Sanctioned Entity,


 


(p)           Accounts (i) that represent the right to receive progress payments or other advance billings that are due prior to the completion
of performance by the applicable Borrower of the subject contract for goods or services, or (ii) that represent credit card sales,


 


(q)           Accounts
owned by a target acquired in connection with a Permitted Acquisition or Permitted Investment, or Accounts owned by a Person that
is joined to this Agreement as a Borrower pursuant to the provisions of this Agreement, until the completion of a field examination
with respect to such Accounts, in each case, satisfactory to Agent in its Permitted Discretion, or


 


(r)            Accounts that are not otherwise satisfactory to Agent as determined in good faith by Agent in the exercise of its discretion
in a reasonable manner.


 


“Eligible In-Transit
Inventory” means those items of Inventory that do not qualify as Eligible Inventory solely because they are not in a
location set forth on Schedule 4.24 to this Agreement (as such Schedule 4.24 may be amended from time to time in
accordance with Section 5.14) or in transit among such locations and a Borrower does not have actual and exclusive possession
thereof, but as to which,


 


(a)         such
Inventory which is stored or contained in (A) railroad cars located within the continental United States or (B) portable tanks
or bulk containers (including intermodal tanks and tanker trailers, but excluding cylinders and drums of any size) located within
the continental United States and used for over-the-road transportation of refrigerant,


 


(b)           title to such Inventory has passed to a Borrower and Agent shall have received such evidence thereof as it may from time
to time require,


 


(c)           such
Inventory is insured against types of loss, damage, hazards, and risks, and in amounts, satisfactory to Agent in its Permitted
Discretion, and Agent shall have received a copy of the certificate of marine cargo insurance in connection therewith in which
it has been named as an additional insured and loss payee in a manner acceptable to Agent,


 


(d)           unless
Agent otherwise agrees in writing in its sole discretion, such Inventory is the subject of a negotiable bill of lading governed
by the laws of a state within the United States (x) that is consigned to Agent (either directly or by means of endorsements),
(y) that was issued by the carrier (including a non-vessel operating common carrier) in possession of the Inventory that is subject
to such bill of lading, and (z) that is in the possession of Agent (in each case in the continental United States),


 


(e)           such
Inventory is in the possession of a common carrier (including on behalf of any non-vessel operating common carrier) that has issued
the bill of lading or other document of title with respect thereto;


 


(f)            the documents of title related thereto are subject to the valid and perfected first priority Lien of Agent;


 


(g)           Agent
determines that such Inventory is not subject to (i) any Person’s right of reclamation, repudiation, stoppage in transit
or diversion or (ii) any other right or claim of any other Person which is (or is capable of being) senior to, or pari passu with,
the Lien of Agent or Agent determines that any Person’s right or claim impairs, or interferes with, directly or indirectly,
the ability of Agent to realize on, or reduces the amount that Agent may realize from the sale or other disposition of such Inventory;


 






    	 	 -18-	 



     


    

 


(h)           Administrative
Borrower has provided (i) a certificate to Agent that certifies that, to the best knowledge of such Borrower, such Inventory meets
all of Borrowers’ representations and warranties contained in the Loan Documents concerning Eligible In-Transit Inventory,
and (ii) upon Agent’s request, a copy of the invoice, packing slip and manifest with respect thereto, or


 


(i)            such
Inventory shall not have been in transit for more than forty-five (45) days.


 


“Eligible Inventory”
means finished goods Inventory of a Borrower, that complies with each of the representations and warranties respecting Eligible
Inventory made in the Loan Documents, and that is not excluded as ineligible by virtue of one or more of the excluding criteria
set forth below; provided, that such criteria may be revised from time to time by Agent in Agent’s Permitted Discretion
to address the results of any information with respect to the Borrowers’ business or assets of which Agent becomes aware
after the Closing Date, including any field examination or appraisal performed or received by Agent from time to time after the
Closing Date. In determining the amount to be so included, Inventory shall be valued at the lower of cost or market on a basis
consistent with Borrowers’ historical accounting practices. An item of Inventory shall not be included in Eligible Inventory
if:


 


(a)           a Borrower does not have good, valid, and marketable title thereto,


 


(b)           a
Borrower does not have actual and exclusive possession thereof (either directly or through a bailee or agent of a Borrower),


 


(c)           it
is not located at one of the locations in the continental United States set forth on Schedule 4.24 to this Agreement (as
such Schedule 4.24 may be amended from time to time in accordance with Section 5.14) (or in-transit from one such
location to another such location),


 


(d)           it is stored at locations holding less than $50,000 of the aggregate value of such Borrower’s Inventory,


 


(e)           it
is in-transit to or from a location of a Borrower (other than in-transit from one location set forth on Schedule 4.24 to
this Agreement to another location set forth on Schedule 4.24 to this Agreement (as such Schedule 4.24 may be amended
from time to time in accordance with Section 5.14)),


 


(f)            it is located on real property leased by a Borrower or in a contract warehouse or with a bailee, in each case, unless either
(i) it is subject to a Collateral Access Agreement executed by the lessor or warehouseman, as the case may be, and it is segregated
or otherwise separately identifiable from goods of others, if any, stored on the premises, or (ii) Agent has established a Landlord
Reserve with respect to such location,


 


(g)           it
is the subject of a bill of lading or other document of title,


 


(h)           it is not subject to a valid and perfected first priority Agent’s Lien,


 


(i)            it consists of goods returned or rejected by a Borrower’s customers (provided, that such returned or rejected goods
shall not include goods that a Borrower reclaimed in the ordinary course of its business),


 


(j)             it
consists of goods that are obsolete, slow moving, spoiled or are otherwise past the stated expiration, “sell-by” or
“use by” date applicable thereto, restrictive or custom items or otherwise is manufactured in accordance with customer-specific
requirements, work-in-process, raw materials, or goods that constitute spare parts, packaging and shipping materials, supplies
used or consumed in Borrowers’ business, bill and hold goods, defective goods, “seconds,” or Inventory acquired
on consignment,


 






    	 	 -19-	 



     


    

 


(k)           it
is subject to third party intellectual property, licensing or other proprietary rights, unless Agent is satisfied that such Inventory
can be freely sold by Agent on and after the occurrence of an Event of Default despite such third party rights,


 


(l)            it was acquired in connection with a Permitted Acquisition or Permitted Investment, or such Inventory is owned by a Person
that is joined to this Agreement as a Borrower pursuant to the provisions of this Agreement, until the completion of an Acceptable
Appraisal of such Inventory and the completion of a field examination with respect to such Inventory that is satisfactory to Agent
in its Permitted Discretion, or


 


(m)          it
was acquired pursuant to a trade Letter of Credit to the extent such trade Letter of Credit remains outstanding.


 


Notwithstanding anything
to the contrary contained herein, Eligible Inventory shall include (I) Slow Moving Inventory; provided, however,
Eligible Inventory consisting of Slow Moving Inventory shall not exceed in the aggregate, at any time outstanding, $1,500,000,
(II) Eligible In-Transit Inventory; provided, however, Eligible Inventory consisting of Eligible In-Transit Inventory
shall not exceed in the aggregate, at any time outstanding, $2,000,000 (as such amount may be increased in writing by the Agent
in its sole discretion), (III) Mixed Gases; provided, however, Eligible Inventory consisting of Mixed Gases shall
not exceed in the aggregate, at any time outstanding, $650,000, and (IV) Cylinder Inventory; provided, however, Eligible
Inventory consisting of Cylinder Inventory shall not exceed in the aggregate, at any time outstanding, $3,000,000.


 


“Eligible R-22
Inventory” means R-22 Inventory that qualifies as Eligible Inventory and consists of R-22 Inventory held for sale in
the ordinary course of Borrowers’ business.


 


“Eligible Transferee”
means (a) any Lender (other than a Defaulting Lender), any Affiliate of any Lender and any Related Fund of any Lender; (b) (i)
a commercial bank organized under the laws of the United States or any state thereof, and having total assets in excess of $1,000,000,000;
(ii) a savings and loan association or savings bank organized under the laws of the United States or any state thereof, and having
total assets in excess of $1,000,000,000; (iii) a commercial bank organized under the laws of any other country or a political
subdivision thereof; provided, that (A) (x) such bank is acting through a branch or agency located in the United States,
or (y) such bank is organized under the laws of a country that is a member of the Organization for Economic Cooperation and Development
or a political subdivision of such country, and (B) such bank has total assets in excess of $1,000,000,000; (c) any other entity
(other than a natural person) that is an “accredited investor” (as defined in Regulation D under the Securities Act)
that extends credit or buys loans as one of its businesses including insurance companies, investment or mutual funds and lease
financing companies, and having total assets in excess of $1,000,000,000; and (d) during the continuation of an Event of Default,
any other Person approved by Agent.


 


“Employee Benefit
Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA, (a)
that is or within the preceding six (6) years has been sponsored, maintained or contributed to by any Loan Party or ERISA Affiliate
or (b) to which any Loan Party or ERISA Affiliate has, or has had at any time within the preceding six (6) years, any liability,
contingent or otherwise; provided, that such definition shall not apply with respect to any Employee Benefit Plan of Aspen
which was sponsored or maintained by the owner(s) of Aspen’s Equity Interests prior to October 10, 2017, and to which Aspen
and any Loan Party and ERISA Affiliate is not reasonably likely to have any liability, contingent or otherwise.


 






    	 	 -20-	 



     


    

 


“Environmental
Action” means any written complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial
or administrative proceeding, judgment, letter, or other written communication from any Governmental Authority, or any third party
involving violations of Environmental Laws or releases of Hazardous Materials (a) from any assets, properties, or businesses of
any Loan Party, any Subsidiary of any Loan Party, or any of their predecessors in interest, (b) from adjoining properties or businesses,
or (c) from or onto any facilities which received Hazardous Materials generated by any Loan Party, any Subsidiary of any Loan Party,
or any of their predecessors in interest.


 


“Environmental
Law” means any applicable federal, state, provincial, foreign or local statute, law, rule, regulation, ordinance, code,
binding and enforceable guideline, binding and enforceable written policy, or rule of common law now or hereafter in effect and
in each case as amended, or any judicial or administrative interpretation thereof, including any judicial or administrative order,
consent decree or judgment, in each case, to the extent binding on any Loan Party or its Subsidiaries, relating to the environment,
the effect of the environment on employee health, or Hazardous Materials, in each case as amended from time to time.


 


“Environmental
Liabilities” means all liabilities, monetary obligations, losses, damages, costs and expenses (including all reasonable
fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines,
penalties, sanctions, and interest incurred as a result of any claim or demand, or Remedial Action required, by any Governmental
Authority or any third party, and which relate to any Environmental Action.


 


“Environmental
Lien” means any Lien in favor of any Governmental Authority for Environmental Liabilities.


 


“Equipment”
means equipment (as that term is defined in the Code).


 


“Equity Interests”
means, with respect to a Person, all of the shares, options, warrants, interests, participations, or other equivalents (regardless
of how designated) of or in such Person, whether voting or nonvoting, including capital stock (or other ownership or profit interests
or units), preferred stock, or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules
and Regulations promulgated by the SEC under the Exchange Act).


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto.


 


“ERISA Affiliate”
means (a) any Person subject to ERISA whose employees are treated as employed by the same employer as the employees of any Loan
Party or its Subsidiaries under IRC Section 414(b), (b) any trade or business subject to ERISA whose employees are treated as employed
by the same employer as the employees of any Loan Party or its Subsidiaries under IRC Section 414(c), (c) solely for purposes of
Section 302 of ERISA and Section 412 of the IRC, any organization subject to ERISA that is a member of an affiliated service group
of which any Loan Party or any of its Subsidiaries is a member under IRC Section 414(m), or (d) solely for purposes of Section
302 of ERISA and Section 412 of the IRC, any Person subject to ERISA that is a party to an arrangement with any Loan Party or any
of its Subsidiaries and whose employees are aggregated with the employees of such Loan Party or its Subsidiaries under IRC Section
414(o).


 


“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.


 


“Event of Default”
has the meaning specified therefor in Section 8 of this Agreement.


 






    	 	 -21-	 



     


    

 


“Excess Availability”
means, as of any date of determination, the amount equal to Availability.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as in effect from time to time.


 


“Excluded Swap
Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of
the guaranty of such Loan Party of (including by virtue of the joint and several liability provisions of Section 2.15),
or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any guaranty thereof) is or becomes
illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application
or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible
contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guaranty of
such Loan Party or the grant of such security interest becomes 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 guaranty or security interest is or becomes illegal.


 


“Excluded Taxes”
means (i) any tax imposed on the net income or net profits of any Lender or any Participant (including any branch profits taxes),
in each case imposed by the jurisdiction (or by any political subdivision or taxing authority thereof) in which such Lender or
such Participant is organized or the jurisdiction (or by any political subdivision or taxing authority thereof) in which such Lender’s
or such Participant’s principal office is located in or as a result of a present or former connection between such Lender
or such Participant and the jurisdiction or taxing authority imposing the tax (other than any such connection arising solely from
such Lender or such Participant having executed, delivered or performed its obligations or received payment under, or enforced
its rights or remedies under this Agreement or any other Loan Document), (ii) United States federal withholding taxes that would
not have been imposed but for a Lender’s or a Participant’s failure to comply with the requirements of Section 16.2
of this Agreement, (iii) any United States federal withholding taxes that would be imposed on amounts payable to a Foreign Lender
based upon the applicable withholding rate in effect at the time such Foreign Lender becomes a party to this Agreement (or designates
a new lending office, other than a designation made at the request of a Loan Party), except that Excluded Taxes shall not
include (A) any amount that such Foreign Lender (or its assignor, if any) was previously entitled to receive pursuant to Section
16.1 of this Agreement, if any, with respect to such withholding tax at the time such Foreign Lender becomes a party to this
Agreement (or designates a new lending office), and (B) additional United States federal withholding taxes that may be imposed
after the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office), as a result of a change
in law, rule, regulation, treaty, order or other decision or other Change in Law with respect to any of the foregoing by any Governmental
Authority, and (iv) any United States federal withholding taxes imposed under FATCA.


 


“Existing Agent”
has the meaning specified therefor in the definition of the “Existing Credit Facility”.


 


“Existing Credit
Facility” means that certain Amended and Restated Revolving Credit and Security Agreement, dated as of October 10, 2017,
by and among Parent, the Borrowers party thereto, the Guarantors party thereto, the lenders from time to time party thereto, PNC
Capital Markets LLC, as lead arranger and sole bookrunner, and PNC Bank, National Association, as collateral agent and administrative
agent for the lenders party thereto (in such capacities, the “Existing Agent”), as amended, amended and restated,
restated, supplemented, modified or otherwise in effect from time to time immediately prior to the Closing Date.


 






    	 	 -22-	 



     


    

 


“Extraordinary
Advances” has the meaning specified therefor in Section 2.3(d)(iii) of this Agreement.


 


“FATCA”
means Sections 1471 through 1474 of the IRC, 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), and (a) any current or future regulations or official interpretations
thereof, (b) any agreements entered into pursuant to Section 1471(b)(1) of the IRC, and (c) any intergovernmental agreement entered
into by the United States (or any fiscal or regulatory legislation, rules, or practices adopted pursuant to any such intergovernmental
agreement entered into in connection therewith).


 


“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.


 


“Federal Funds
Rate” means, for any period, a fluctuating interest rate per annum equal to, for each day during such period, the weighted
average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business
Day, the average of the quotations for such day on such transactions received by Agent from three Federal funds brokers of recognized
standing selected by it (and, if any such rate is below zero, then the rate determined pursuant to this definition shall be deemed
to be zero).


 


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


 


“Fee Letter”
means that certain fee letter, dated as of even date with this Agreement, among Borrowers and Agent, in form and substance reasonably
satisfactory to Agent.


 


“Fixed Charge
Coverage Ratio” means, with respect to any fiscal period and with respect to Parent determined on a consolidated basis
in accordance with GAAP, the ratio of (a) EBITDA for such period minus Unfinanced Capital Expenditures made (to the
extent not already incurred in a prior period) or incurred during such period, to (b) Fixed Charges for such period.


 


“Fixed Charges”
means, with respect to any fiscal period and with respect to Parent determined on a consolidated basis in accordance with GAAP,
the sum, without duplication, of (a) Interest Expense required to be paid (other than interest paid-in-kind, amortization of financing
fees, and other non-cash Interest Expense) during such period, (b) scheduled principal payments in respect of Indebtedness that
are required to be paid during such period (including any required payments or prepayments from excess cash flow during such period,
but excluding, for the avoidance of doubt, principal payments relating to outstanding Revolving Loans), (c) all federal, state,
and local income taxes required to be paid during such period (net receipt of tax refunds paid in cash); provided that any
tax refunds received shall be applied in the inverse order for, and in amounts actually paid in, the period in which the applicable
cash outlay for such taxes was made, (d) all Restricted Payments paid (whether in cash or other property, other than common Equity
Interests) during such period, and (e) to the extent not otherwise deducted from EBITDA for such period, all payments required
to be made during such period in respect of any funding deficiency or funding shortfall with respect to any Pension Plan or for
any Withdrawal Liability.


 


For the purposes of calculating
Fixed Charge Coverage Ratio for any Reference Period, if at any time during such Reference Period (and after the Closing Date),
any Loan Party or any of its Subsidiaries shall have made a Permitted Acquisition, Fixed Charges and Unfinanced Capital Expenditures
for such Reference Period shall be calculated after giving pro forma effect thereto or in such other manner acceptable to
Agent as if any such Permitted Acquisition occurred on the first day of such Reference Period.


 






    	 	 -23-	 



     


    

 


“Flood Laws”
means the National Flood Insurance Act of 1968, Flood Disaster Protection Act of 1973, and related laws, rules and regulations,
including any amendments or successor provisions.


 


“Foreign Lender”
means any Lender or Participant that is not a United States person within the meaning of IRC section 7701(a)(30).


 


“Foreign Subsidiary”
means any direct or indirect subsidiary of any Loan Party that is organized under the laws of any jurisdiction other than the United
States, any state thereof or the District of Columbia.


 


“Funding Date”
means the date on which a Borrowing occurs.


 


“Funding Losses”
has the meaning specified therefor in Section 2.12(b)(ii) of this Agreement.


 


“GAAP”
means generally accepted accounting principles as in effect from time to time in the United States, consistently applied.


 


“GES Software”
means an energy and efficiency optimization platform that provides real-time continuous monitoring of a water-cooled chiller plant
system.


 


“Governing Documents”
means, with respect to any Person, the certificate or articles of incorporation, by-laws, or other organizational documents of
such Person.


 


“Governmental
Authority” means the government of any nation or any political subdivision thereof, whether at the national, state, territorial,
provincial, county, municipal or any other level, 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 (including any supra-national bodies such as the European Union or the European Central Bank).


 


“Guarantor”
means (a) each Person that guaranties all or a portion of the Obligations, including Parent and any Person that is a “Guarantor”
under the Guaranty and Security Agreement, and (b) each other Person that becomes a guarantor after the Closing Date pursuant to
Section 5.11 of this Agreement.


 


“Guaranty and
Security Agreement” means a guaranty and security agreement, dated as of even date with this Agreement, in form and substance
reasonably satisfactory to Agent, executed and delivered by each of the Loan Parties to Agent.


 


“Hazardous Discharge”
has the meaning specified therefor in Section 5.9(g) of this Agreement.


 


“Hazardous Materials”
means (a) substances that are defined or listed in, or otherwise classified pursuant to, any applicable laws or regulations as
“hazardous substances,” “hazardous materials,” “hazardous wastes,” “toxic substances,”
or any other formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability,
corrosivity, reactivity, carcinogenicity, reproductive toxicity, or “EP toxicity”, (b) oil, petroleum, or petroleum
derived substances, natural gas, natural gas liquids, synthetic gas, drilling fluids, produced waters, and other wastes associated
with the exploration, development, or production of crude oil, natural gas, or geothermal resources, (c) any flammable substances
or explosives or any radioactive materials, and (d) asbestos in any form or electrical equipment that contains any oil or dielectric
fluid containing levels of polychlorinated biphenyls in excess of 50 parts per million.


 






    	 	 -24-	 



     


    

 


“Hedge Agreement”
means a “swap agreement” as that term is defined in Section 101(53B)(A) of the Bankruptcy Code.


 


“Hedge Obligations”
means any and all obligations or liabilities, whether absolute or contingent, due or to become due, now existing or hereafter arising,
of each Loan Party and its Subsidiaries arising under, owing pursuant to, or existing in respect of Hedge Agreements entered into
with one or more of the Hedge Providers.


 


“Hedge Provider”
means Wells Fargo or any of its Affiliates.


 


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


 


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


 


“Immaterial
Subsidiaries” means, collectively, (a) Safety Hi-Tech USA, LLC, a Delaware limited liability company and (b) RRC International,
Inc., a New York corporation.


 


“Increase”
has the meaning specified therefor in Section 2.14.


 


“Increase Date”
has the meaning specified therefor in Section 2.14.


 


“Increase Joinder”
has the meaning specified therefor in Section 2.14.


 


“Increased Reporting
Event” means if at any time Excess Availability is less than the greater of (a) 15.0% of the Maximum Revolver Amount
and (b) $9,000,000.


 


“Increased Reporting
Period” means the period commencing after the continuance of an Increased Reporting Event and continuing until the date
when no Increased Reporting Event has occurred for 60 consecutive days.


 


“Indebtedness”
as to any Person means (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds,
debentures, notes, or other similar instruments and all reimbursement or other obligations in respect of letters of credit, bankers
acceptances, or other financial products, (c) all obligations of such Person as a lessee under Capital Leases, (d) all obligations
or liabilities of others secured by a Lien on any asset of such Person, irrespective of whether such obligation or liability is
assumed, (e) all obligations of such Person to pay the deferred purchase price of assets (other than trade payables incurred in
the ordinary course of business and repayable in accordance with customary trade practices and, for the avoidance of doubt, other
than royalty payments payable in the ordinary course of business in respect of non-exclusive licenses) and any earn-out or similar
obligations, (f) all monetary obligations of such Person owing under Hedge Agreements (which amount shall be calculated based on
the amount that would be payable by such Person if the Hedge Agreement were terminated on the date of determination), (g) any Disqualified
Equity Interests of such Person, and (h) any obligation of such Person guaranteeing or intended to guarantee (whether directly
or indirectly guaranteed, endorsed, co-made, discounted, or sold with recourse) any obligation of any other Person that constitutes
Indebtedness under any of clauses (a) through (g) above. For purposes of this definition, (i) the amount of any Indebtedness represented
by a guaranty or other similar instrument shall be the lesser of the principal amount of the obligations guaranteed and still outstanding
and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Indebtedness,
and (ii) the amount of any Indebtedness which is limited or is non-recourse to a Person or for which recourse is limited to an
identified asset shall be valued at the lesser of (A) if applicable, the limited amount of such obligations, and (B) if applicable,
the fair market value of such assets securing such obligation.


 






    	 	 -25-	 



     


    

 


“Indemnified
Liabilities” has the meaning specified therefor in Section 10.3 of this Agreement.


 


“Indemnified
Person” has the meaning specified therefor in Section 10.3 of this Agreement.


 


“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.


 


“Insolvency
Proceeding” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under
any other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria,
compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.


 


“Intercompany
Subordination Agreement” means an intercompany subordination agreement executed and delivered by each Loan Party and
each of its Subsidiaries, and Agent, the form and substance of which is reasonably satisfactory to Agent.


 


“Intercreditor
Agreement” means that certain Intercreditor Agreement, dated as of even date with this Agreement, between Agent and Term
Loan Agent, and acknowledged by the Loan Parties.


 


“Interest Expense”
means, for any period, the aggregate of the interest expense of Parent for such period, determined on a consolidated basis in accordance
with GAAP.


 


“Interest Period”
means, with respect to each LIBOR Rate Loan, a period commencing on the date of the making of such LIBOR Rate Loan (or the continuation
of a LIBOR Rate Loan or the conversion of a Base Rate Loan to a LIBOR Rate Loan) and ending 1, 3, or 6 months thereafter; provided,
that (a) interest shall accrue at the applicable rate based upon the LIBOR Rate from and including the first day of each Interest
Period to, but excluding, the day on which any Interest Period expires, (b) any Interest Period that would end on a day that is
not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month,
in which case such Interest Period shall end on the next preceding Business Day, (c) with respect to an Interest Period that begins
on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period), the Interest Period shall end on the last Business Day of the calendar month that is 1, 3,
or 6 months after the date on which the Interest Period began, as applicable, and (d) Borrowers may not elect an Interest Period
which will end after the Maturity Date.


 


“Inventory”
means inventory (as that term is defined in the Code).


 


“Inventory Reserves”
means, as of any date of determination, (a) Landlord Reserves in respect of Inventory (including R-22 Inventory), (b) those reserves
that Agent deems necessary or appropriate, in its Permitted Discretion and subject to Section 2.1(c), to establish and maintain
(including reserves for slow moving Inventory (including R-22 Inventory), Mixed Gases, and Inventory (including R-22 Inventory)
shrinkage) with respect to Eligible Inventory, Eligible R-22 Inventory, or the Maximum Revolver Amount, including based on the
results of appraisals, (c) the Aspen Vendor Cylinder Deposit Liabilities Reserve in respect of Cylinder Inventory, and (d) with
respect to Eligible In-Transit Inventory, those reserves that Agent deems necessary or appropriate, in its Permitted Discretion
and subject to Section 2.1(c), to establish and maintain with respect to Eligible In-Transit Inventory or the Maximum Revolver
Amount (i) for the estimated costs relating to unpaid freight charges, warehousing or storage charges, taxes, duties, and other
similar unpaid costs associated with the acquisition of such Eligible In-Transit Inventory, plus (ii) for the estimated
reclamation claims of unpaid sellers of such Eligible In-Transit Inventory.


 






    	 	 -26-	 



     


    

 


“Investment”
means, with respect to any Person, any investment by such Person in any other Person (including Affiliates) in the form of loans,
guarantees, advances, capital contributions (excluding (a) commission, travel, and similar advances to officers and employees of
such Person made in the ordinary course of business, and (b) bona fide accounts receivable arising in the ordinary course
of business), or acquisitions of Indebtedness, Equity Interests, or all or substantially all of the assets of such other Person
(or of any division or business line of such other Person), and any other items that are or would be classified as investments
on a balance sheet prepared in accordance with GAAP. The amount of any Investment shall be the original cost of such Investment
plus the cost of all additions thereto, without any adjustment for increases or decreases in value, or write-ups,
write-downs, or write-offs with respect to such Investment.


 


“IRC”
means the Internal Revenue Code of 1986, as in effect from time to time.


 


“ISP”
means, with respect to any Letter of Credit, the International Standby Practices 1998 (International Chamber of Commerce Publication
No. 590) and any version or revision thereof accepted by the Issuing Bank for use.


 


“Issuer Document”
means, with respect to any Letter of Credit, a letter of credit application, a letter of credit agreement, or any other document,
agreement or instrument entered into (or to be entered into) by a Borrower in favor of Issuing Bank and relating to such Letter
of Credit.


 


“Issuing Bank”
means Wells Fargo or any other Lender that, at the request of Borrowers and with the consent of Agent, agrees, in such Lender’s
sole discretion, to become an Issuing Bank for the purpose of issuing Letters of Credit pursuant to Section 2.11 of this
Agreement, and Issuing Bank shall be a Lender.


 


“Joinder”
means a joinder agreement substantially in the form of Exhibit J-1 to this Agreement.


 


“Landlord Reserve”
means, as to each location at which a Borrower has Inventory or books and records located and as to which a Collateral Access Agreement
has not been received by Agent, a reserve in an amount equal to 3 months’ rent, storage charges, fees or other amounts under
the lease or other applicable agreement relative to such location or, if greater and Agent so elects, the number of months’
rent, storage charges, fess or other amounts for which the landlord, bailee, warehouseman or other property owner will have, under
applicable law, a Lien in the Inventory of such Borrower to secure the payment of such amounts under the lease or other applicable
agreement relative to such location.


 


“Lender”
has the meaning set forth in the preamble to this Agreement, shall include Issuing Bank and the Swing Lender, and shall also include
any other Person made a party to this Agreement pursuant to the provisions of Section 13.1 of this Agreement and “Lenders”
means each of the Lenders or any one or more of them.


 


“Lender Group”
means each of the Lenders (including Issuing Bank and the Swing Lender) and Agent, or any one or more of them.


 






    	 	 -27-	 



     


    

 


“Lender Group
Expenses” means all (a) costs or expenses (including taxes and insurance premiums) required to be paid by any Loan Party
or its Subsidiaries under any of the Loan Documents that are paid, advanced, or incurred by the Lender Group in accordance with
the Loan Documents, (b) documented out-of-pocket fees or charges paid or incurred by Agent in connection with the Lender Group’s
transactions with each Loan Party and its Subsidiaries under any of the Loan Documents, including, photocopying, notarization,
couriers and messengers, telecommunication, public record searches, filing fees, recording fees, publication, real estate surveys,
real estate title policies and endorsements, and environmental audits, (c) Agent’s customary fees and charges imposed or
incurred in connection with any background checks or OFAC/PEP searches related to any Loan Party or its Subsidiaries, (d) Agent’s
customary fees and charges (as adjusted from time to time) with respect to the disbursement of funds (or the receipt of funds)
to or for the account of any Borrower (whether by wire transfer or otherwise), together with any out-of-pocket costs and expenses
incurred in connection therewith, (e) customary charges imposed or incurred by Agent resulting from the dishonor of checks payable
by or to any Loan Party, (f) reasonable, documented out-of-pocket costs and expenses paid or incurred by the Lender Group to correct
any default or enforce any provision of the Loan Documents, or during the continuance of an Event of Default, in gaining possession
of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or
any portion thereof, irrespective of whether a sale is consummated, (g) field examination, appraisal, and valuation fees and expenses
of Agent related to any field examinations, appraisals, or valuation to the extent of the fees and charges (and up to the amount
of any limitation) provided in Section 5.7(c) of this Agreement, (h) subject to the limitations in Section 10.3,
Agent’s and Lenders’ reasonable, documented costs and expenses (including reasonable and documented attorneys’
fees and expenses) relative to third party claims or any other lawsuit or adverse proceeding paid or incurred, whether in enforcing
or defending the Loan Documents or otherwise in connection with the transactions contemplated by the Loan Documents, Agent’s
Liens in and to the Collateral, or the Lender Group’s relationship with any Loan Party or any of its Subsidiaries, (i) Agent’s
reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and due diligence expenses)
incurred in advising, structuring, drafting, reviewing, administering (including travel, meals, and lodging), or amending, waiving,
or modifying the Loan Documents, and (j) Agent’s and each Lender’s reasonable and documented costs and expenses (including
reasonable and documented attorneys, accountants, consultants, and other advisors fees and expenses) incurred in terminating, enforcing
(including attorneys, accountants, consultants, and other advisors fees and expenses incurred in connection with a “workout,”
a “restructuring,” or an Insolvency Proceeding concerning any Loan Party or any of its Subsidiaries or in exercising
rights or remedies under the Loan Documents), or defending the Loan Documents, irrespective of whether a lawsuit or other adverse
proceeding is brought, or in taking any enforcement action or any Remedial Action with respect to the Collateral.


 


“Lender Group
Representatives” has the meaning specified therefor in Section 17.9 of this Agreement.


 


“Lender-Related
Person” means, with respect to any Lender, such Lender, together with such Lender’s Affiliates, officers, directors,
employees, attorneys, and agents.


 


“Letter of Credit”
means a letter of credit (as that term is defined in the Code) issued by Issuing Bank.


 


“Letter of Credit
Collateralization” means either (a) providing cash collateral (pursuant to documentation reasonably satisfactory to Agent
(including that Agent has a first priority perfected Lien in such cash collateral), including provisions that specify that the
Letter of Credit Fees and all commissions, fees, charges and expenses provided for in Section 2.11(k) of this Agreement
(including any fronting fees) will continue to accrue while the Letters of Credit are outstanding) to be held by Agent for the
benefit of the Revolving Lenders in an amount equal to 105% of the then existing Letter of Credit Usage, (b) delivering to Agent
documentation executed by all beneficiaries under the Letters of Credit, in form and substance reasonably satisfactory to Agent
and Issuing Bank, terminating all of such beneficiaries’ rights under the Letters of Credit, or (c) providing Agent with
a standby letter of credit, in form and substance reasonably satisfactory to Agent, from a commercial bank acceptable to Agent
(in its sole discretion) in an amount equal to 105% of the then existing Letter of Credit Usage (it being understood that the Letter
of Credit Fee and all fronting fees set forth in this Agreement will continue to accrue while the Letters of Credit are outstanding
and that any such fees that accrue must be an amount that can be drawn under any such standby letter of credit).


 






    	 	 -28-	 



     


    

 


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


 


“Letter of Credit
Exposure” means, as of any date of determination with respect to any Lender, such Lender’s participation in the
Letter of Credit Usage pursuant to Section 2.11(e) on such date.


 


“Letter of Credit
Fee” has the meaning specified therefor in Section 2.6(b) of this Agreement.


 


“Letter of Credit
Indemnified Costs” has the meaning specified therefor in Section 2.11(f) of this Agreement.


 


“Letter of Credit
Related Person” has the meaning specified therefor in Section 2.11(f) of this Agreement.


 


“Letter of Credit
Sublimit” means $2,000,000.


 


“Letter of Credit
Usage” means, as of any date of determination, the sum of (a) the aggregate undrawn amount of all outstanding Letters
of Credit, plus (b) the aggregate amount of outstanding reimbursement obligations with respect to Letters of Credit which
remain unreimbursed or which have not been paid through a Revolving Loan.


 


“LIBOR Deadline”
has the meaning specified therefor in Section 2.12(b)(i) of this Agreement.


 


“LIBOR Notice”
means a written notice in the form of Exhibit L-1 to this Agreement.


 


“LIBOR Option”
has the meaning specified therefor in Section 2.12(a) of this Agreement.


 


“LIBOR Rate”
means the rate per annum as published by ICE Benchmark Administration Limited (or any successor page or other commercially available
source as the Agent may designate from time to time) as of 11:00 a.m., London time, two Business Days prior to the commencement
of the requested Interest Period, for a term, and in an amount, comparable to the Interest Period and the amount of the LIBOR Rate
Loan requested (whether as an initial LIBOR Rate Loan or as a continuation of a LIBOR Rate Loan or as a conversion of a Base Rate
Loan to a LIBOR Rate Loan) by Borrowers in accordance with this Agreement (and, if any such published rate is below zero, then
the LIBOR Rate shall be deemed to be zero). Each determination of the LIBOR Rate shall be made by the Agent and shall be conclusive
in the absence of manifest error.


 


“LIBOR Rate
Loan” means each portion of a Revolving Loan that bears interest at a rate determined by reference to the LIBOR Rate.


 






    	 	 -29-	 



     


    

 


“LIBOR Rate
Margin” has the meaning set forth in the definition of Applicable Margin.


 


“Lien”
means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien
(statutory or other), security interest, or other security arrangement and any other preference, priority, or preferential arrangement
of any kind or nature whatsoever, including any conditional sale contract or other title retention agreement, the interest of a
lessor under a Capital Lease and any synthetic or other financing lease having substantially the same economic effect as any of
the foregoing.


 


“Liquidity”
means, as of any date of determination, the sum of Availability and Qualified Cash.


 


“Loan”
means any Revolving Loan, Swing Loan or Extraordinary Advance made (or to be made) hereunder.


 


“Loan Account”
has the meaning specified therefor in Section 2.9 of this Agreement.


 


“Loan Documents”
means this Agreement, the Control Agreements, the Copyright Security Agreement, any Borrowing Base Certificate, the Fee Letter,
the Guaranty and Security Agreement, the Intercompany Subordination Agreement, the Intercreditor Agreement, any Issuer Documents,
the Letters of Credit, any Mortgages, the Patent Security Agreement, the Subordination Agreement, the Trademark Security Agreement,
the Perfection Certificate, any Compliance Certificate, any note or notes executed by Borrowers in connection with this Agreement
and payable to any member of the Lender Group, and any other instrument or agreement entered into, now or in the future, by any
Loan Party or any of its Subsidiaries and any member of the Lender Group in connection with this Agreement (but specifically excluding
Bank Product Agreements).


 


“Loan Party”
means any Borrower or any Guarantor.


 


“Margin Stock”
as defined in Regulation U of the Board of Governors as in effect from time to time.


 


“Material Adverse
Effect” means (a) a material adverse effect in the business, operations, results of operations, assets, liabilities or
financial condition of the Loan Parties and their Subsidiaries, taken as a whole, (b) a material impairment of the Loan Parties’
and their Subsidiaries’ ability to perform their obligations under the Loan Documents to which they are parties or of the
Lender Group’s ability to enforce the Obligations or realize upon the Collateral (other than as a result of as a result of
an action taken or not taken that is solely in the control of Agent), or (c) a material impairment of the enforceability or priority
of Agent’s Liens with respect to all or a material portion of the Collateral.


 


“Material Contract”
means, with respect to any Person,(a) the DLA Contract, (b) each contract or agreement to which such Person or any of its Subsidiaries
is a party involving aggregate consideration payable to or by such Person or such Subsidiary of $750,000 or more per fiscal year
(other than purchase orders in the ordinary course of the business of such Person or such Subsidiary and other than contracts that
by their terms may be terminated by such Person or Subsidiary in the ordinary course of its business upon less than 60 days’
notice without penalty or premium) and (c) all other contracts or agreements, the loss of which could reasonably be expected to
result in a Material Adverse Effect.


 


“Maturity Date”
means the earlier of (a) December 19, 2022 or (b) the date that is ninety (90) days prior to (i) the Term Loan Maturity Date or
(ii) the date that the Term Loan Obligations shall (or may) otherwise become due and payable.


 






    	 	 -30-	 



     


    

 


“Maximum Revolver
Amount” means $60,000,000, decreased by the amount of reductions in the Revolver Commitments made in accordance with
Section 2.4(c) of this Agreement and increased by the amount of any Increase made in accordance with Section 2.14
of this Agreement.


 


“Mixed Gases”
means mixed refrigerants and/or crossed refrigerants.


 


“Moody’s”
has the meaning specified therefor in the definition of Cash Equivalents.


 


“Mortgages”
means, individually and collectively, one or more mortgages, deeds of trust, or deeds to secure debt, executed and delivered by
a Loan Party or one of its Subsidiaries in favor of Agent, in form and substance reasonably satisfactory to Agent, that encumber
the Real Property Collateral.


 


“Multiemployer
Plan” means any multiemployer plan within the meaning of Section 3(37) or 4001(a)(3) of ERISA with respect to which any
Loan Party or ERISA Affiliate has an obligation to contribute or has any liability, contingent or otherwise or could be assessed
withdrawal liability assuming a complete withdrawal from any such multiemployer plan.


 


“Net Cash Proceeds”
means, with respect to the issuance or incurrence of any Indebtedness by any Loan Party or any of its Subsidiaries, the aggregate
amount of cash received (directly or indirectly) from time to time (whether as initial consideration or through the payment or
disposition of deferred consideration) by or on behalf of such Loan Party or such Subsidiary in connection with such incurrence,
after deducting therefrom only (i) reasonable fees, commissions, and expenses related thereto and required to be paid by such
Loan Party or such Subsidiary in connection with such incurrence, and (ii) taxes paid or payable to any taxing authorities by such
Loan Party or such Subsidiary in connection with such incurrence to the extent, but only to the extent, that the amounts so deducted
are, at the time of receipt of such cash, actually paid or payable to a Person that is not an Affiliate of any Loan Party or any
of its Subsidiaries, and are properly attributable to such transaction.


 


“Net Recovery
Percentage” means, as of any date of determination, the percentage of the book value of Borrowers’ Inventory that
is estimated to be recoverable in an orderly liquidation of such Inventory net of all associated costs and expenses of such liquidation,
such percentage to be determined as to each category of Inventory and to be as specified in the most recent Acceptable Appraisal
of Inventory.


 


“Non-Consenting
Lender” has the meaning specified therefor in Section 14.2(a) of this Agreement.


 


“Non-Defaulting
Lender” means each Lender other than a Defaulting Lender.


 






    	 	 -31-	 



     


    

 


“Notification
Event” means (a) the occurrence of a “reportable event” described in Section 4043 of ERISA for which the
30-day notice requirement has not been waived by applicable regulations issued by the PBGC, (b) the withdrawal of any Loan Party
or ERISA Affiliate from a Pension Plan during a plan year in which it was a “substantial employer” as defined in Section
4001(a)(2) of ERISA, (c) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the
treatment of a Pension Plan amendment as a termination, under Section 4041 of ERISA, if the plan assets are not sufficient to pay
all plan liabilities, (d) the institution of proceedings to terminate, or the appointment of a trustee with respect to, any Pension
Plan by the PBGC or any Pension Plan or Multiemployer Plan administrator, (e) any other event or condition that would constitute
grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan,
(f) the imposition of a Lien pursuant to the IRC or ERISA in connection with any Employee Benefit Plan or the existence of any
facts or circumstances that could reasonably be expected to result in the imposition of a Lien, (g) the partial or complete withdrawal
of any Loan Party or ERISA Affiliate from a Multiemployer Plan (other than any withdrawal that would not constitute an Event of
Default under Section 8.12), (h) any event or condition that results in the reorganization or insolvency of a Multiemployer
Plan under Sections of ERISA, (i) any event or condition that results in the termination of a Multiemployer Plan under Section
4041A of ERISA or the institution by the PBGC of proceedings to terminate or to appoint a trustee to administer a Multiemployer
Plan under ERISA, (j) any Pension Plan being in “at risk status” within the meaning of IRC Section 430(i), (k) any
Multiemployer Plan being in “endangered status” or “critical status” within the meaning of IRC Section
432(b) or the determination that any Multiemployer Plan is or is expected to be insolvent or in reorganization within the meaning
of Title IV of ERISA, (l) with respect to any Pension Plan, any Loan Party or ERISA Affiliate incurring a substantial cessation
of operations within the meaning of ERISA Section 4062(e), (m) an “accumulated funding deficiency” within the meaning
of the IRC or ERISA (including Section 412 of the IRC or Section 302 of ERISA) or the failure of any Pension Plan or Multiemployer
Plan to meet the minimum funding standards within the meaning of the IRC or ERISA (including Section 412 of the IRC or Section
302 of ERISA), in each case, whether or not waived, (n) the filing of an application for a waiver of the minimum funding standards
within the meaning of the IRC or ERISA (including Section 412 of the IRC or Section 302 of ERISA) with respect to any Pension Plan
or Multiemployer Plan, (o) the failure to make by its due date a required payment or contribution with respect to any Pension Plan
or Multiemployer Plan, (p) any event that results in or could reasonably be expected to result in a liability by a Loan Party pursuant
to Title I of ERISA or the excise tax provisions of the IRC relating to Employee Benefit Plans or any event that results in or
could reasonably be expected to result in a liability to any Loan Party or ERISA Affiliate pursuant to Title IV of ERISA or Section
401(a)(29) of the IRC, or (q) any of the foregoing is reasonably likely to occur in the following 30 days.


 


“Obligations”
means (a) all loans (including the Revolving Loans (inclusive of Extraordinary Advances and Swing Loans)), debts, principal, interest
(including any interest that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable
in whole or in part as a claim in any such Insolvency Proceeding), reimbursement or indemnification obligations with respect to
Letters of Credit (irrespective of whether contingent), premiums, liabilities (including all amounts charged to the Loan Account
pursuant to this Agreement), obligations (including indemnification obligations), fees (including the fees provided for in the
Fee Letter), Lender Group Expenses (including any fees or expenses that accrue after the commencement of an Insolvency Proceeding,
regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), guaranties, and all
covenants and duties of any other kind and description owing by any Loan Party arising out of, under, pursuant to, in connection
with, or evidenced by this Agreement or any of the other Loan Documents and irrespective of whether for the payment of money, whether
direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest
not paid when due and all other expenses or other amounts that any Loan Party is required to pay or reimburse by the Loan Documents
or by law or otherwise in connection with the Loan Documents, and (b) all Bank Product Obligations; provided that, anything
to the contrary contained in the foregoing notwithstanding, the Obligations shall exclude any Excluded Swap Obligation. Without
limiting the generality of the foregoing, the Obligations of Borrowers under the Loan Documents include the obligation to pay (i)
the principal of the Revolving Loans, (ii) interest accrued on the Revolving Loans, (iii) the amount necessary to reimburse Issuing
Bank for amounts paid or payable pursuant to Letters of Credit, (iv) Letter of Credit commissions, fees (including fronting fees)
and charges, (v) Lender Group Expenses, (vi) fees payable under this Agreement or any of the other Loan Documents, and (vii) indemnities
and other amounts payable by any Loan Party under any Loan Document. Any reference in this Agreement or in the Loan Documents to
the Obligations shall include all or any portion thereof and any extensions, modifications, renewals, or alterations thereof, both
prior and subsequent to any Insolvency Proceeding.


 






    	 	 -32-	 



     


    

 


“OFAC”
means The Office of Foreign Assets Control of the U.S. Department of the Treasury.


 


“Originating
Lender” has the meaning specified therefor in Section 13.1(e) of this Agreement.


 


“Other Taxes”
means all present or future stamp, court, excise, value added, 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.


 


“Overadvance”
means, as of any date of determination, that the Revolver Usage is greater than any of the limitations set forth in Section
2.1 or Section 2.11 of this Agreement.


 


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


 


“Participant”
has the meaning specified therefor in Section 13.1(e) of this Agreement.


 


“Participant
Register” has the meaning set forth in Section 13.1(i) of this Agreement.


 


“Patent Security
Agreement” has the meaning specified therefor in the Guaranty and Security Agreement.


 


“Patriot Act”
has the meaning specified therefor in Section 4.13 of this Agreement.


 


“Payment Conditions”
means, at the time of determination with respect to a proposed payment to fund an Acquisition, that:


 


(a)       no
Default or Event of Default then exists or would arise as a result of the consummation of such Acquisition,


 


(b)      either


 


           (i)          Excess Availability (x) at all times during the 60 consecutive days immediately preceding the date of
the consummation of such Acquisition, calculated on a pro forma basis as if such Acquisition was consummated, on the
first day of such period, and (y) after giving effect to such Acquisition is not less than the greater of (A) 40.0% of the
Maximum Revolver Amount, and (B) $24,000,000, or


 


           (ii)        both (A)
the Fixed Charge Coverage Ratio of the Loan Parties and their Subsidiaries is equal to or greater than 1.00:1.00 for the trailing
12 month period most recently ended for which financial statements are required to have been delivered to Agent pursuant to Schedule
5.1 to this Agreement (calculated as if such Acquisition had been made on the first day of the trailing 12 month period ending
immediately prior to the actual occurrence of such Acquisition for which financial statements were delivered or required to have
been delivered to Agent under the Loan Documents), and (B) Excess Availability, (x) at all times during the 60 consecutive days
immediately preceding the date of the consummation of such Acquisition, calculated on a pro forma basis as if such Acquisition
was consummated, on the first day of such period, and (y) after giving effect to such Acquisition is not less than the greater
of (A) 30.0% of the Maximum Revolver Amount, and (B) $18,000,000, and


 


(c)       Administrative
Borrower has delivered a certificate to Agent certifying that all conditions described in clauses (a) and (b) above have been satisfied.


 


“PBGC”
means the Pension Benefit Guaranty Corporation or any successor agency.


 






    	 	 -33-	 



     


    

 


“Pension Plan”
means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to the provisions of Title IV or Section 302
of ERISA or Sections 412 or 430 of the Code sponsored, maintained, or contributed to by any Loan Party or ERISA Affiliate or to
which any Loan Party or ERISA Affiliate has any liability, contingent or otherwise.


 


“Perfection
Certificate” means a certificate in the form of Exhibit P-1 to this Agreement.


 


“Permitted Acquisition”
means any Acquisition so long as:


 


(a)           no
Default or Event of Default shall have occurred and be continuing or would result from the consummation of the proposed Acquisition
and the proposed Acquisition is consensual,


 


(b)           no
Indebtedness will be incurred, assumed, or would exist with respect to any Loan Party or its Subsidiaries as a result of such
Acquisition, other than Indebtedness permitted under clauses (f) or (g) of the definition of Permitted Indebtedness and no Liens
will be incurred, assumed, or would exist with respect to the assets of any Loan Party or its Subsidiaries as a result of such
Acquisition other than Permitted Liens,


 


(c)           Borrowers have provided Agent with written confirmation, supported by reasonably detailed calculations, that on a pro
forma basis (including pro forma adjustments arising out of events which are directly attributable to such proposed
Acquisition, are factually supportable, and are expected to have a continuing impact, in each case, determined as if the combination
had been accomplished at the beginning of the relevant period; such eliminations and inclusions determined on a basis consistent
with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the SEC) created
by adding the historical combined financial statements of Parent (including the combined financial statements of any other Person
or assets that were the subject of a prior Permitted Acquisition during the relevant period) to the historical consolidated financial
statements of the Person to be acquired (or the historical financial statements related to the assets to be acquired) pursuant
to the proposed Acquisition, the Loan Parties and their Subsidiaries (i) would have been in compliance with the financial covenants
in Section 7 of this Agreement for the fiscal month ended immediately prior to the proposed date of consummation of
such proposed Acquisition regardless of whether such financial covenant(s) are required to be tested for such fiscal month, and
(ii) are projected to be in compliance with the financial covenants in Section 7 of this Agreement for each of the
twelve fiscal months in the period ended one year after the proposed date of consummation of such proposed Acquisition assuming
that such financial covenant(s) will be required to be tested in each such fiscal month,


 


(d)           Borrowers have provided Agent with its due diligence package relative to the proposed Acquisition, including forecasted
balance sheets, profit and loss statements, and cash flow statements of the Person or assets to be acquired, all prepared on a
basis consistent with such Person’s (or assets’) historical financial statements, together with appropriate supporting
details and a statement of underlying assumptions for the one year period following the date of the proposed Acquisition, on a
quarter by quarter basis), in form and substance (including as to scope and underlying assumptions) reasonably satisfactory to
Agent,


 


(e)           the
assets being acquired or the Person whose Equity Interests are being acquired did not have negative EBITDA during the 12 consecutive
month period most recently concluded prior to the date of the proposed Acquisition,


 


(f)            Borrowers
have provided Agent with written notice of the proposed Acquisition at least 15 Business Days prior to the anticipated closing
date of the proposed Acquisition and, not later than five Business Days prior to the anticipated closing date of the proposed
Acquisition, copies of the acquisition agreement and other material documents relative to the proposed Acquisition, which agreement
and documents must be reasonably acceptable to Agent,


 






    	 	 -34-	 



     


    

 


(g)           the
assets being acquired (other than a de minimis amount of assets in relation to Parent’s and its Subsidiaries’
total assets), or the Person whose Equity Interests are being acquired, are useful in or engaged in, as applicable, the business
of the Loan Parties and their Subsidiaries or a business reasonably related thereto,


 


(h)           the
assets being acquired (other than a de minimis amount of assets in relation to the assets being acquired) are located within
the United States or the Person whose Equity Interests are being acquired is organized in a jurisdiction located within the United
States,


 


(i)          the
subject assets or Equity Interests, as applicable, are being acquired directly by a Borrower or one of its Subsidiaries that is
a Loan Party, and, in connection therewith, the applicable Loan Party shall have complied with Section 5.11 or 5.12
of this Agreement, as applicable, of this Agreement and, in the case of an acquisition of Equity Interests, the Person whose
Equity Interests are acquired shall become a Loan Party and the applicable Loan Party shall have demonstrated to Agent that the
new Loan Parties have received consideration sufficient to make the joinder documents binding and enforceable against such new
Loan Parties,


 


(j)           the purchase consideration payable in respect of all Permitted Acquisitions (including the proposed Acquisition and including
deferred payment obligations) shall not exceed $15,000,000 in the aggregate; provided, that the purchase consideration payable
in respect of any single Acquisition or series of related Acquisitions shall not exceed $5,000,000 in the aggregate,


 


(k)           the
Payment Conditions are satisfied, and


 


(l)            the Agent shall have received a certificate in form and substance satisfactory to the Agent executed by a Responsible Officer
of Parent that the conditions set forth in clauses (a) through (k) have been satisfied.


 


“Permitted Discretion”
means a determination made in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment.


 


“Permitted Dispositions”
means:


 


(a)           sales,
abandonment, or other dispositions of Equipment that is substantially worn, damaged, or obsolete or no longer used or useful in
the ordinary course of business and leases or subleases of Real Property not useful in the conduct of the business of the Loan
Parties and their Subsidiaries,


 


(b)           sales
of Inventory to buyers in the ordinary course of business,


 


(c)           the
use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan
Documents,


 


(d)           (i) the licensing, on a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights
in the ordinary course of business or (ii) the licensing, on an exclusive (subject to Agent’s Lien) or non-exclusive basis,
or sale of the Borrowers’ GES Software which does not materially interfere with the business of the Loan Parties and their
Subsidiaries as conducted immediately prior to such license or sale,


 


(e)           the granting of Permitted Liens,


 






    	 	 -35-	 



     


    

 


(f)            the
sale or discount, in each case without recourse, of accounts receivable (other than Eligible Accounts) arising in the ordinary
course of business, but only in connection with the compromise or collection thereof,


 


(g)           any involuntary loss, damage or destruction of property,


 


(h)           any
involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition
of use of property,


 


(i)            the leasing or subleasing of assets of any Loan Party or its Subsidiaries in the ordinary course of business,


 


(j)            the
sale or issuance of Equity Interests (other than Disqualified Equity Interests) of Parent,


 


(k)           (i)
the lapse of registered patents, trademarks, copyrights and other intellectual property of any Loan Party or any of its Subsidiaries
to the extent not economically desirable in the conduct of its business, or (ii) the abandonment of patents, trademarks, copyrights,
or other intellectual property rights in the ordinary course of business so long as (in each case under clauses (i) and (ii)),
(A) with respect to copyrights, such copyrights are not material revenue generating copyrights, and (B) such lapse is not materially
adverse to the interests of the Lender Group,


 


(l)            the making of Restricted Payments that are expressly permitted to be made pursuant to this Agreement,


 


(m)          the making of Permitted Investments,


 


(n)           so
long as no Event of Default has occurred and is continuing or would immediately result therefrom, transfers of assets (i) from
any Loan Party or any of its Subsidiaries (other than any Borrower) to a Loan Party (other than Parent), and (ii) from any Subsidiary
of any Loan Party that is not a Loan Party to any other Subsidiary of any Loan Party,


 


(o)           dispositions
of Equipment or Real Property to the extent that (i) such property is exchanged for credit against the purchase price of similar
replacement property, or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement
property; provided, that to the extent the property being transferred constitutes Collateral, such replacement property
shall constitute Collateral,


 


(p)           dispositions
of assets acquired by the Loan Parties and their Subsidiaries pursuant to a Permitted Acquisition consummated within 12 months
of the date of the proposed disposition so long as (i) the consideration received for the assets to be so disposed is at least
equal to the fair market value of such assets, (ii) the assets to be so disposed are not necessary or economically desirable in
connection with the business of the Loan Parties and their Subsidiaries, and (iii) the assets to be so disposed are readily identifiable
as assets acquired pursuant to the subject Permitted Acquisition, and


 


(q)           sales
or dispositions of fixed assets (including intangible property related to such fixed assets) not otherwise permitted in clauses
(a) through (p) above so long as made at fair market value and the aggregate fair market value of all assets disposed
of in fiscal year (including the proposed disposition) would not exceed $500,000;


 






    	 	 -36-	 



     


    

 


“Permitted Indebtedness”
means:


 


(a)           Indebtedness in respect of the Obligations,


 


(b)           Indebtedness
as of the Closing Date set forth on Schedule 4.14 to this Agreement and any Refinancing Indebtedness in respect of such
Indebtedness,


 


(c)           Permitted Purchase Money Indebtedness and any Refinancing Indebtedness in respect of such Indebtedness,


 


(d)           Indebtedness arising in connection with the endorsement of instruments or other payment items for deposit,


 


(e)           Indebtedness
consisting of (i) unsecured guarantees incurred in the ordinary course of business with respect to surety and appeal bonds, performance
bonds, bid bonds, appeal bonds, completion guarantee and similar obligations; and (ii) unsecured guarantees arising with respect
to customary indemnification obligations to purchasers in connection with Permitted Dispositions,


 


(f)            unsecured Indebtedness of any Loan Party that is incurred on the date of the consummation of a Permitted Acquisition solely
for the purpose of consummating such Permitted Acquisition so long as (i) no Event of Default has occurred and is continuing or
would result therefrom, (ii) such unsecured Indebtedness is not incurred for working capital purposes, (iii) such unsecured Indebtedness
does not mature prior to the date that is 12 months after the Maturity Date, (iv) such unsecured Indebtedness does not amortize
until 12 months after the Maturity Date, (v) such unsecured Indebtedness does not provide for the payment of interest thereon in
cash or Cash Equivalents prior to the date that is 12 months after the Maturity Date, and (vi) such Indebtedness is subordinated
in right of payment to the Obligations on terms and conditions reasonably satisfactory to Agent and is otherwise on terms and conditions
(including economic terms and absence of covenants) reasonably satisfactory to Agent,


 


(g)           Acquired
Indebtedness in an amount not to exceed $2,000,000 outstanding at any one time,


 


(h)           Indebtedness incurred in the ordinary course of business under performance, surety, statutory, or appeal bonds,


 


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


 


(j)            the
incurrence by any Loan Party or its Subsidiaries of Indebtedness under Hedge Agreements that is incurred for the bona fide purpose
of hedging the interest rate, commodity, or foreign currency risks associated with such Loan Party’s or such Subsidiary’s
operations and not for speculative purposes,


 


(k)           Indebtedness incurred in the ordinary course of business in respect of credit cards, credit card processing services, debit
cards, stored value cards, commercial cards (including so-called “purchase cards”, “procurement cards”
or “p-cards”), or Cash Management Services,


 


(l)            unsecured
Indebtedness of any Loan Party owing to employees, former employees, former officers, directors, or former directors (or any spouses,
ex-spouses, or estates of any of the foregoing) incurred in connection with the repurchase or redemption by such Loan Party of
the Equity Interests of Parent that has been issued to such Persons, so long as (i) no Default or Event of Default has occurred
and is continuing or would result from the incurrence of such Indebtedness, (ii) the aggregate amount of all such Indebtedness
outstanding at any one time does not exceed $250,000, and (iii) such Indebtedness is subordinated in right of payment to the Obligations
on terms and conditions reasonably acceptable to Agent,


 



    	 	 -37-	 



     


    




 


(m)          contingent liabilities in respect of any indemnification obligation, adjustment of purchase price, non-compete, or similar
obligation of any Loan Party incurred in connection with the consummation of one or more Permitted Acquisitions,


 


(n)           Indebtedness comprising Permitted Investments,


 


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


 


(p)           unsecured
Indebtedness of any Loan Party or its Subsidiaries in respect of Earn-Outs owing to sellers of assets or Equity Interests to such
Loan Party or its Subsidiaries that is incurred in connection with the consummation of one or more Permitted Acquisitions so long
as such unsecured Indebtedness is on terms and conditions reasonably acceptable to Agent,


 


(q)           accrual
of interest, accretion or amortization of original issue discount, or the payment of interest in kind, in each case, on Indebtedness
that otherwise constitutes Permitted Indebtedness,


 


(r)            Indebtedness
under the Term Loan pursuant to the Term Loan Documents (other than any Refinancing Indebtedness) in an aggregate principal amount
not to exceed $88,112,500, minus the amount of any mandatory repayment, prepayment or redemption on or prior to the date
of any determination, so long as such Indebtedness is subject to the terms of the Intercreditor Agreement, and


 


(s)            any other unsecured Indebtedness incurred by any Loan Party or any of its Subsidiaries in an aggregate outstanding amount
not to exceed $2,000,000 at any one time.


 


“Permitted Intercompany
Advances” means loans made by (a) a Loan Party to another Loan Party other than Parent, (b) a Subsidiary of a Loan Party
that is not a Loan Party to another Subsidiary of a Loan Party that is not a Loan Party, and (c) a Subsidiary of a Loan Party that
is not a Loan Party to a Loan Party, so long as the parties thereto are party to the Intercompany Subordination Agreement.


 


“Permitted Investments”
means:


 


(a)           Investments in cash and Cash Equivalents,


 


(b)           Investments in negotiable instruments deposited or to be deposited for collection in the ordinary course of business,


 


(c)           advances made in connection with purchases of goods or services in the ordinary course of business,


 


(d)           Investments received in settlement of amounts due to any Loan Party or any of its Subsidiaries effected in the ordinary
course of business or owing to any Loan Party or any of its Subsidiaries as a result of Insolvency Proceedings involving an Account
Debtor or upon the foreclosure or enforcement of any Lien in favor of a Loan Party or its Subsidiaries,


 


(e)            Investments
owned by any Loan Party or any of its Subsidiaries on the Closing Date and set forth on Schedule P-1 to this Agreement,


 


(f)            guarantees permitted under the definition of Permitted Indebtedness,


 






    	 	 -38-	 



     


    





 


(g)             Permitted
Intercompany Advances,


 


(h)             Equity
Interests or other securities acquired in connection with the satisfaction or enforcement of Indebtedness or claims due or owing
to a Loan Party or its Subsidiaries (in bankruptcy of customers or suppliers or otherwise outside the ordinary course of business)
or as security for any such Indebtedness or claims,


 


(i)              deposits
of cash made in the ordinary course of business to secure performance of operating leases,


 


(j)              (i)
non-cash loans and advances to employees, officers, and directors of a Loan Party or any of its Subsidiaries for the purpose of
purchasing Equity Interests in Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity
Interests in Parent, and (ii) loans and advances to employees and officers of a Loan Party or any of its Subsidiaries in the ordinary
course of business for any other business purpose and in an aggregate amount not to exceed $250,000 at any one time,


 


(k)              Permitted Acquisitions,


 


(l)              Investments in the form of capital contributions and the acquisition of Equity Interests made by any Loan Party in any other
Loan Party (other than capital contributions to or the acquisition of Equity Interests of Parent),


 


(m)             Investments
resulting from entering into (i) Bank Product Agreements, or (ii) agreements relative to obligations permitted under clause (j)
of the definition of Permitted Indebtedness,


 


(n)             equity
Investments by any Loan Party in any Subsidiary of such Loan Party which is required by law to maintain a minimum net capital
requirement or as may be otherwise required by applicable law,


 


(o)             Investments
held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or
in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition, and


 


(p)             so
long as no Event of Default has occurred and is continuing or would result therefrom, any other Investments in an aggregate amount
not to exceed $250,000 during the term of this Agreement.


 


“Permitted Liens”
means:


 


(a)             Liens
granted to, or for the benefit of, Agent to secure the Obligations,


 


(b)             Liens
for unpaid taxes, assessments, or other governmental charges or levies that either (i) are not yet delinquent, or (ii) do not
have priority over Agent’s Liens and the underlying taxes, assessments, or charges or levies are the subject of Permitted
Protests,


 


(c)              judgment
Liens arising solely as a result of the existence of judgments, orders, or awards that do not constitute an Event of Default under
Section 8.3 of this Agreement,


 


(d)             Liens
set forth on Schedule P-2 to this Agreement; provided, that to qualify as a Permitted Lien, any such Lien described
on Schedule P-2 to this Agreement shall only secure the Indebtedness that it secures on the Closing Date and any Refinancing
Indebtedness in respect thereof,


 






    	 	 -39-	 



     


    

 


(e)             the interests of lessors under operating leases and non-exclusive licensors under license agreements,


 


(f)              purchase
money Liens on fixed assets or the interests of lessors under Capital Leases to the extent that such Liens or interests secure
Permitted Purchase Money Indebtedness and so long as (i) such Lien attaches only to the fixed asset purchased or acquired and
the proceeds thereof, and (ii) such Lien only secures the Indebtedness that was incurred to acquire the fixed asset purchased
or acquired or any Refinancing Indebtedness in respect thereof,


 


(g)              Liens
arising by operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers, or suppliers, incurred
in the ordinary course of business and not in connection with the borrowing of money, and which Liens either (i) are for sums
not yet delinquent, or (ii) are the subject of Permitted Protests,


 


(h)              Liens on amounts deposited to secure Parent’s and its Subsidiaries’ obligations in connection with worker’s
compensation or other unemployment insurance,


 


(i)               Liens
on amounts deposited to secure Parent’s and its Subsidiaries’ obligations in connection with the making or entering
into of bids, tenders, or leases in the ordinary course of business and not in connection with the borrowing of money,


 


(j)               Liens
on amounts deposited to secure Parent’s and its Subsidiaries’ reimbursement obligations with respect to surety or
appeal bonds obtained in the ordinary course of business,


 


(k)              with
respect to any Real Property, easements, rights of way, and zoning restrictions that do not materially interfere with or impair
the use or operation thereof,


 


(l)               non-exclusive
licenses of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business,


 


(m)             Liens that are replacements of Permitted Liens to the extent that the original Indebtedness
is the subject of permitted Refinancing Indebtedness and so long as the replacement Liens only encumber those assets
that secured the original Indebtedness,


 


(n)             rights of setoff or bankers’ liens upon deposits of funds in favor of banks or other depository institutions, solely
to the extent incurred in connection with the maintenance of such Deposit Accounts in the ordinary course of business,


 


(o)              Liens
granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums
to the extent the financing is permitted under the definition of Permitted Indebtedness,


 


(p)              Liens
in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with
the importation of goods,


 


(q)              Liens solely on any cash earnest money deposits made by a Loan Party or any of its Subsidiaries in connection with any letter
of intent or purchase agreement with respect to a Permitted Acquisition,


 


(r)               Liens
assumed by any Loan Party or its Subsidiaries in connection with a Permitted Acquisition that secure Acquired Indebtedness that
is Permitted Indebtedness, and


 






    	 	 -40-	 



     


    

 


(s)              Liens
securing the Term Loan Obligations permitted under clause (r) of the definition of Permitted Indebtedness; provided
that such Liens are subject to the Intercreditor Agreement.


 


“Permitted Protest”
means the right of any Loan Party or any of its Subsidiaries to protest any Lien (other than any Lien that secures the Obligations),
taxes (other than payroll taxes or taxes that are the subject of a United States federal tax lien), or rental payment; provided,
that (a) a reserve with respect to such obligation is established on such Loan Party’s or its Subsidiaries’ books and
records in such amount as is required under GAAP, (b) any such protest is instituted promptly and prosecuted diligently by such
Loan Party or its Subsidiary, as applicable, in good faith, and (c) Agent is satisfied that, while any such protest is pending,
there will be no impairment of the enforceability, validity, or priority of any of Agent’s Liens.


 


“Permitted Purchase
Money Indebtedness” means, as of any date of determination, Indebtedness (other than the Obligations, but including Capitalized
Lease Obligations), incurred after the Closing Date and at the time of, or within 20 days after, the acquisition of any fixed assets
for the purpose of financing all or any part of the acquisition cost thereof, in an aggregate principal amount outstanding at any
one time not in excess of $6,500,000.


 


“Person”
means natural persons, corporations, limited liability companies, limited partnerships, general partnerships, limited liability
partnerships, joint ventures, trusts, land trusts, business trusts, or other organizations, irrespective of whether they are legal
entities, and governments and agencies and political subdivisions thereof.


 


“Platform”
has the meaning specified therefor in Section 17.9(c) of this Agreement.


 


“Post-Increase
Revolver Lenders” has the meaning specified therefor in Section 2.14 of this Agreement.


 


“Pre-Increase
Revolver Lenders” has the meaning specified therefor in Section 2.14 of this Agreement.


 


“Projections”
means Parent’s forecasted (a) balance sheets, (b) profit and loss statements, and (c) cash flow statements, all prepared
on a basis consistent with Parent’s historical financial statements, together with appropriate supporting details and a statement
of underlying assumptions.


 


“Pro Rata Share”
means, as of any date of determination:


 


(a)             with
respect to a Lender’s obligation to make all or a portion of the Revolving Loans, with respect to such Lender’s right
to receive payments of interest, fees, and principal with respect to the Revolving Loans, and with respect to all other computations
and other matters related to the Revolver Commitments or the Revolving Loans, the percentage obtained by dividing (i) the Revolving
Loan Exposure of such Lender, by (ii) the aggregate Revolving Loan Exposure of all Lenders,


 


(b)              with
respect to a Lender’s obligation to participate in the Letters of Credit, with respect to such Lender’s obligation
to reimburse Issuing Bank, and with respect to such Lender’s right to receive payments of Letter of Credit Fees, and with
respect to all other computations and other matters related to the Letters of Credit, the percentage obtained by dividing (i)
the Revolving Loan Exposure of such Lender, by (ii) the aggregate Revolving Loan Exposure of all Lenders; provided, that
if all of the Revolving Loans have been repaid in full and all Revolver Commitments have been terminated, but Letters of Credit
remain outstanding, Pro Rata Share under this clause shall be the percentage obtained by dividing (A) the Letter of Credit Exposure
of such Lender, by (B) the Letter of Credit Exposure of all Lenders, and


 






    	 	 -41-	 



     


    

 


(c)             with
respect to all other matters and for all other matters as to a particular Lender (including the indemnification obligations arising
under Section 15.7 of this Agreement), the percentage obtained by dividing (i) the Revolving Loan Exposure of such Lender,
by (ii) the aggregate Revolving Loan Exposure of all Lenders, in any such case as the applicable percentage may be adjusted by
assignments permitted pursuant to Section 13.1; provided, that if all of the Loans have been repaid in full and
all Commitments have been terminated, Pro Rata Share under this clause shall be the percentage obtained by dividing (A) the Letter
of Credit Exposure of such Lender, by (B) the Letter of Credit Exposure of all Lenders.


 


“Protective
Advances” has the meaning specified therefor in Section 2.3(d)(i) of this Agreement.


 


“Public Lender”
has the meaning specified therefor in Section 17.9(c) of this Agreement.


 


“Purchase Price”
means, with respect to any Acquisition, an amount equal to the aggregate consideration, whether cash, property or securities (including
the fair market value of any Equity Interests of Parent issued in connection with such Acquisition and including the maximum amount
of Earn-Outs), paid or delivered by a Loan Party or one of its Subsidiaries in connection with such Acquisition (whether paid at
the closing thereof or payable thereafter and whether fixed or contingent), but excluding therefrom (a) any cash of the seller
and its Affiliates used to fund any portion of such consideration, and (b) any cash or Cash Equivalents acquired in connection
with such Acquisition.


 


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


 


“QFC Credit
Support” has the meaning specified therefor in Section 17.16 of this Agreement.


 


“Qualified Cash”
means, as of any date of determination, the amount of unrestricted cash and Cash Equivalents of Parent and its Subsidiaries that
is in Deposit Accounts or in Securities Accounts, or any combination thereof, and which such Deposit Account or Securities Account
is the subject of a Control Agreement and is maintained by a branch office of the bank or securities intermediary located within
the United States.


 


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


 


“R-22 Inventory”
means the Borrowers’ salable R-22 Refrigerant Gas Inventory. As used in this definition, the term “salable” means
R-22 Refrigerant Gas that conforms to Standard 700.


 


“R-22 Refrigerant
Gas” means chlorodifluoromethane or monochlorodifluoromethane.


 


“RCRA”
means the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., as the same may be amended from time
to time.


 


“Real Property”
means any estates or interests in real property now owned or hereafter acquired by any Loan Party or one of its Subsidiaries and
the improvements thereto.


 


“Real Property
Collateral” means (a) the Real Property identified on Schedule R-1 to this Agreement, and (b) any Real Property
hereafter acquired by any Loan Party or one of its Subsidiaries with a fair market value in excess of $1,000,000.


 






    	 	 -42-	 



     


    

 


“Receivable
Reserves” means, as of any date of determination, those reserves that Agent deems necessary or appropriate, in its Permitted
Discretion and subject to Section 2.1(c), to establish and maintain (including Landlord Reserves for books and records locations
and reserves for rebates, discounts, warranty claims, and returns) with respect to the Eligible Accounts or the Maximum Revolver
Amount.


 


“Record”
means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable
in perceivable form.


 


“Reference Period”
has the meaning set forth in the definition of EBITDA.


 


“Refinancing
Indebtedness” means refinancings, renewals, or extensions of Indebtedness so long as:


 


(a)             such
refinancings, renewals, or extensions do not result in an increase in the principal amount of the Indebtedness so refinanced,
renewed, or extended, other than by the amount of premiums paid thereon and the fees and expenses incurred in connection therewith
and by the amount of unfunded commitments with respect thereto,


 


(b)             such
refinancings, renewals, or extensions do not result in a shortening of the final stated maturity or the average weighted maturity
(measured as of the refinancing, renewal, or extension) of the Indebtedness so refinanced, renewed, or extended, nor are they
on terms or conditions that, taken as a whole, are or could reasonably be expected to be materially adverse to the interests of
the Lenders,


 


(c)             if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then
the terms and conditions of the refinancing, renewal, or extension must include subordination terms and conditions that are at
least as favorable to the Lender Group as those that were applicable to the refinanced, renewed, or extended Indebtedness,


 


(d)             the
Indebtedness that is refinanced, renewed, or extended is not recourse to any Person that is liable on account of the Obligations
other than those Persons which were obligated with respect to the Indebtedness that was refinanced, renewed, or extended,


 


(e)             if
the Indebtedness that is refinanced, renewed or extended was unsecured, such refinancing, renewal or extension shall be unsecured,
and


 


(f)              if
the Indebtedness that is refinanced, renewed, or extended was secured (i) such refinancing, renewal, or extension shall be secured
by substantially the same or less collateral as secured such refinanced, renewed or extended Indebtedness on terms no less favorable
to Agent or the Lender Group and (ii) the Liens securing such refinancing, renewal or extension shall not have a priority more
senior than the Liens securing such Indebtedness that is refinanced, renewed or extended.


 


“Register”
has the meaning set forth in Section 13.1(h) of this Agreement.


 


“Registered
Loan” has the meaning set forth in Section 13.1(h) of this Agreement.


 


“Related 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 and that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a
Lender, or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.


 


“Releases”
has the meaning specified therefor in Section 4.11 of this Agreement.


 






    	 	 -43-	 



     


    

 


“Relevant
Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially
endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.


 


“Remedial Action”
means all actions taken to (a) clean up, remove, remediate, contain, treat, monitor, assess, evaluate, or in any way address Hazardous
Materials in the indoor or outdoor environment, (b) prevent or minimize a release or threatened release of Hazardous Materials
so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (c) restore
or reclaim natural resources or the environment, (d) perform any pre-remedial studies, investigations, or post-remedial operation
and maintenance activities, or (e) conduct any other actions with respect to Hazardous Materials required by Environmental Laws.


 


“Replacement
Lender” has the meaning specified therefor in Section 2.13(b) of this Agreement.


 


“Report”
has the meaning specified therefor in Section 15.16 of this Agreement.


 


“Required Availability”
means that Excess Availability exceeds $15,000,000.


 


“Required Lenders”
means, at any time, Lenders having or holding more than 50% of the aggregate Revolving Loan Exposure of all Lenders; provided,
that (i) the Revolving Loan Exposure of any Defaulting Lender shall be disregarded in the determination of the Required Lenders,
and (ii) at any time there are two or more Lenders (who are not Affiliates of one another or Defaulting Lenders), “Required
Lenders” must include at least two Lenders (who are not Affiliates of one another).


 


“Reserves”
means, as of any date of determination, Inventory Reserves (including, without limitation, the Aspen Vendor Cylinder Deposit Liabilities
Reserve, Receivables Reserves, Bank Product Reserves and those other reserves that Agent deems necessary or appropriate, in its
Permitted Discretion and subject to Section 2.1(c), to establish and maintain (including reserves with respect to (a) sums
that any Loan Party or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such
as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases)
and has failed to pay, and (b) amounts owing by any Loan Party or its Subsidiaries to any Person to the extent secured by a Lien
on, or trust over, any of the Collateral (other than a Permitted Lien), which Lien or trust, in the Permitted Discretion of Agent
likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen,
carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where
given priority under applicable law) in and to such item of the Collateral) with respect to the Borrowing Base or the Maximum Revolver
Amount.


 


“Restricted
Payment” means (a) any declaration or payment of any dividend (fixed or otherwise) or the making of any other payment
or distribution, directly or indirectly, on account of Equity Interests (including, without limitation, common or preferred Equity
Interests) issued by Parent or any of its Subsidiaries (including any payment in connection with any merger or consolidation involving
Parent or any of its Subsidiaries) or to the direct or indirect holders of Equity Interests (including, without limitation, common
or preferred Equity Interests) issued by Parent or any of its Subsidiaries in their capacity as such (other than dividends or distributions
payable in Qualified Equity Interests issued by Parent or any of its Subsidiaries) or (b) any purchase, redemption, making of any
sinking fund or similar payment, or other acquisition or retirement for value (including in connection with any merger or consolidation
involving Parent or any of its Subsidiaries) any Equity Interests (including, without limitation, common or preferred Equity Interests)
issued by Parent or any of its Subsidiaries, or (c) any making of any payment to retire, or to obtain the surrender of, any outstanding
warrants, options, or other rights to acquire Equity Interests (including, without limitation, common or preferred Equity Interests)
of Parent or any of its Subsidiaries now or hereafter outstanding.


 






    	 	 -44-	 



     


    

 


“Revolver Commitment”
means, with respect to each Revolving Lender, its Revolver Commitment, and, with respect to all Revolving Lenders, their Revolver
Commitments, in each case as such Dollar amounts are set forth beside such Revolving Lender’s name under the applicable heading
on Schedule C-1 to this Agreement or in the Assignment and Acceptance or Increase Joinder pursuant to which such Revolving
Lender became a Revolving Lender under this Agreement, as such amounts may be reduced or increased from time to time pursuant to
assignments made in accordance with the provisions of Section 13.1 of this Agreement, and as such amounts may be decreased
by the amount of reductions in the Revolver Commitments made in accordance with Section 2.4(c) hereof.


 


“Revolver Usage”
means, as of any date of determination, the sum of (a) the amount of outstanding Revolving Loans (inclusive of Swing Loans and
Protective Advances), plus (b) the amount of the Letter of Credit Usage.


 


“Revolving Credit
Priority Collateral” means the “Revolving Credit Priority Collateral” as defined in the Intercreditor Agreement.


 


“Revolving Lender”
means a Lender that has a Revolving Loan Exposure or Letter of Credit Exposure.


 


“Revolving Loan
Exposure” means, with respect to any Revolving Lender, as of any date of determination (a) prior to the termination of
the Revolver Commitments, the amount of such Lender’s Revolver Commitment, and (b) after the termination of the Revolver
Commitments, the aggregate outstanding principal amount of the Revolving Loans of such Lender.


 


“Revolving Loans”
has the meaning specified therefor in Section 2.1(a) of this Agreement.


 


“Sales/Inventory
Report” has the meaning specified therefor in Section 5.22(b) of this Agreement.


 


“Sanctioned
Entity” means (a) a country or territory or a government of a country or territory, (b) an agency of the government of
a country or territory, (c) an organization directly or indirectly controlled by a country or territory or its government, or (d)
a Person resident in or determined to be resident in a country or territory, in each case of clauses (a) through (d) that is a
target of Sanctions, including a target of any country sanctions program administered and enforced by OFAC.


 


“Sanctioned
Person” means, at any time (a) any Person named on the list of Specially Designated Nationals and Blocked Persons maintained
by OFAC, OFAC’s consolidated Non-SDN list or any other Sanctions-related list maintained by any Governmental Authority, (b)
a Person or legal entity that is a target of Sanctions, (c) any Person operating, organized or resident in a Sanctioned Entity,
or (d) any Person directly or indirectly owned or controlled (individually or in the aggregate) by or acting on behalf of any such
Person or Persons described in clauses (a) through (c) above.


 


“Sanctions”
means individually and collectively, respectively, any and all economic sanctions, trade sanctions, financial sanctions, sectoral
sanctions, secondary sanctions, trade embargoes anti-terrorism laws and other sanctions laws, regulations or embargoes, including
those imposed, administered or enforced from time to time by: (a) the United States of America, including those administered by
OFAC, the U.S. Department of State, the U.S. Department of Commerce, or through any existing or future executive order, (b) the
United Nations Security Council, (c) the European Union or any European Union member state, (d) Her Majesty’s Treasury of
the United Kingdom, or (d) any other Governmental Authority with jurisdiction over any member of Lender Group or any Loan Party
or any of their respective Subsidiaries or Affiliates.


 






    	 	 -45-	 



     


    

 


“S&P”
has the meaning specified therefor in the definition of Cash Equivalents.


 


“SEC”
means the United States Securities and Exchange Commission and any successor thereto.


 


“Securities
Account” means a securities account (as that term is defined in the Code).


 


“Securities
Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.


 


“Settlement”
has the meaning specified therefor in Section 2.3(e)(i) of this Agreement.


 


“Settlement
Date” has the meaning specified therefor in Section 2.3(e)(i) of this Agreement.


 


“Slow Moving
Inventory” means Inventory (excluding R-22 Inventory) not sold, processed, or blended into a saleable product within
one (1) year of acquisition thereof by the applicable Borrower.


 


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


 


“Solvent”
means, with respect to any Person as of any date of determination, that (a) at fair valuations, the sum of such Person’s
debts (including contingent liabilities) is less than all of such Person’s assets, (b) such Person is not engaged or about
to engage in a business or transaction for which the remaining assets of such Person are unreasonably small in relation to the
business or transaction or for which the property remaining with such Person is an unreasonably small capital, (c) such Person
has not incurred and does not intend to incur, or reasonably believe that it will incur, debts beyond its ability to pay such debts
as they become due (whether at maturity or otherwise), and (d) such Person is “solvent” or not “insolvent”,
as applicable within the meaning given those terms and similar terms under applicable laws relating to fraudulent transfers and
conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount
that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected
to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under
Statement of Financial Accounting Standard No. 5).


 


“Standard 700”
means, as of any date of determination, Standard 700 of the Air-Conditioning, Heating and Refrigeration Institute, as in effect
on the Closing Date.


 


“Standard Letter
of Credit Practice” means, for Issuing Bank, any domestic or foreign law or letter of credit practices applicable in
the city in which Issuing Bank issued the applicable Letter of Credit or, for its branch or correspondent, such laws and practices
applicable in the city in which it has advised, confirmed or negotiated such Letter of Credit, as the case may be, in each case,
(a) which letter of credit practices are of banks that regularly issue letters of credit in the particular city, and (b) which
laws or letter of credit practices are required or permitted under ISP or UCP, as chosen in the applicable Letter of Credit.


 






    	 	 -46-	 



     


    

 


“Subsidiary”
of a Person means a corporation, partnership, limited liability company, or other entity in which that Person directly or indirectly
owns or controls the Equity Interests having ordinary voting power to elect a majority of the Board of Directors of such corporation,
partnership, limited liability company, or other entity.


 


“Supermajority
Lenders” means, at any time, Revolving Lenders having or holding more than 66 2/3% of the aggregate Revolving Loan Exposure
of all Revolving Lenders; provided, that (i) the Revolving Loan Exposure of any Defaulting Lender shall be disregarded in
the determination of the Supermajority Lenders, and (ii) at any time there are two or more Revolving Lenders (who are not Affiliates
of one another), “Supermajority Lenders” must include at least two Revolving Lenders (who are not Affiliates of one
another or Defaulting Lenders).


 


“Supported
QFC” has the meaning specified therefor in Section 17.16 of this Agreement.


 


“Swap Obligation”
means, with respect to any Loan Party, 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.


 


“Swing Lender”
means Wells Fargo or any other Lender that, at the request of Borrowers and with the consent of Agent agrees, in such Lender’s
sole discretion, to become the Swing Lender under Section 2.3(b) of this Agreement.


 


“Swing Loan”
has the meaning specified therefor in Section 2.3(b) of this Agreement.


 


“Swing Loan
Exposure” means, as of any date of determination with respect to any Lender, such Lender’s Pro Rata Share of the
Swing Loans on such date.


 


“Tax Lender”
has the meaning specified therefor in Section 14.2(a) of this Agreement.


 


“Taxes”
means any taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any
jurisdiction or by any political subdivision or taxing authority thereof or therein, and all interest, penalties or similar liabilities
with respect thereto.


 


“Term Loan”
means the “Loans” as defined in the Term Loan Agreement.


 


“Term Loan Agent”
means (a) U.S. Bank National Association, a national banking association, as administrative agent and collateral agent for the
Term Loan Lenders under the Term Loan Agreement, (b) any successor to U.S. Bank National Association by assignment or otherwise,
and (c) any other party that may become agent under the Term Loan Agreement in connection with a refinancing, renewal or replacement
thereof.


 


“Term Loan Agreement”
means that certain Term Loan Credit and Security Agreement, dated as of October 10, 2017, by and among the Borrowers party thereto,
the Guarantors party thereto, the Term Loan Agent, the Term Loan Lenders, and the other parties from time to time party thereto,
as amended by that certain Limited Waiver and First Amendment to Term Loan Credit and Security Agreement and Certain Other Documents,
dated as of June 29, 2018, as further amended by that certain Waiver and Second Amendment to Term Loan Credit and Security Agreement,
dated as of August 14, 2018, as further amended by that certain Waiver and Third Amendment to Term Loan Credit and Security Agreement,
dated as of November 30, 2018, as further amended by the Term Loan Fourth Amendment, and as the same may be further amended, amended
and restated, restated, supplemented, modified or otherwise in effect from time to time in accordance with terms of the Intercreditor
Agreement.


 






    	 	 -47-	 



     


    

 


“Term Loan Documents”
means the Term Loan Agreement and each other agreement, instrument or document executed or delivered pursuant to or in connection
with the Term Loan Agreement, as the same may be amended, amended and restated, restated, supplemented, modified or otherwise in
effect from time to time in accordance with terms of the Intercreditor Agreement.


 


“Term Loan Fourth
Amendment” means that certain Waiver and Fourth Amendment to Term Loan Credit and Security Agreement, dated as of the
Closing Date, by and among the Borrowers party thereto, the Guarantors party thereto, the Term Loan Agent, and the Term Loan Lenders
party thereto.


 


“Term Loan Lenders”
means the lenders from time to time party to the Term Loan Agreement.


 


“Term Loan Maturity
Date” means “Term” as defined in the Term Loan Agreement.


 


“Term Loan Obligations”
means the “Obligations” as such term is defined in the Term Loan Agreement.


 


“Term Loan Priority
Collateral” has the meaning assigned to such term in the Intercreditor Agreement.


 


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


 


“Trademark Security
Agreement” has the meaning specified therefor in the Guaranty and Security Agreement.


 


“UCP”
means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits 2007 Revision, International
Chamber of Commerce Publication No. 600 and any version or revision thereof accepted by Issuing Bank for use.


 


“Unadjusted
Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.


 


“Unfinanced
Capital Expenditures” means Capital Expenditures (a) not financed with the proceeds of any incurrence of Indebtedness
(other than the incurrence of any Revolving Loans), the proceeds of any sale or issuance of Equity Interests or equity contributions,
the proceeds of any asset sale (other than the sale of Inventory in the ordinary course of business) or any insurance proceeds,
and (b) that are not reimbursed by a third person (excluding any Loan Party or any of its Affiliates) in the period such expenditures
are made pursuant to a written agreement.


 


“United States”
means the United States of America (including, without limitation, the Commonwealth of Puerto Rico).


 


“Unused Line
Fee” has the meaning specified therefor in Section 2.10(b) of this Agreement.


 


“U.S.
Special Resolution Regimes” has the meaning specified therefor in Section 17.16 of this Agreement.


 


“Voidable Transfer”
has the meaning specified therefor in Section 17.8 of this Agreement.


 






    	 	 -48-	 



     


    

 


“Wells Fargo”
means Wells Fargo Bank, National Association, a national banking association.


 


“Withdrawal
Liability” means liability with respect 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.


 


1.2          Accounting
Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided,
that if Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect
of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or
if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose),
regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent
and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected
by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting
Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and,
until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall
be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall
include the notes and schedules thereto. Whenever the term “Parent” is used in respect of a financial covenant or
a related definition, it shall be understood to mean the Loan Parties and their Subsidiaries on a consolidated basis, unless the
context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial covenants contained
herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards Board’s
Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities
or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions
or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation,
supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning
the scope of the audit.


 


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


 






    	 	 -49-	 



     


    

 


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


 


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


 


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


 


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


 






    	 	 -50-	 



     


    

 


	2.	LOANS AND TERMS OF PAYMENT.



 


2.1          Revolving Loans.


 


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


 


(i)        such
Lender’s Revolver Commitment, or


 


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


 


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


 


(B)              the
amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers
to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the
sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at
such time.


 


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


 


(c)             Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation)
at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves against the Borrowing
Base or the Maximum Revolver Amount; provided, that Agent shall endeavor to notify the Administrative Borrower at or before
the time any such Reserve in a material amount is to be established or increased, but a non-willful failure of Agent to so notify
the Administrative Borrower shall not be a breach of this Agreement and shall not cause such establishment or increase of any such
Reserve to be ineffective. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth
in the definitions of Eligible Accounts, Eligible Inventory, Eligible In-Transit Inventory, and Eligible R-22 Inventory shall have
a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in
eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria.


 


2.2          [Reserved].


 


2.3          Borrowing
Procedures and Settlements.


 


(a)             Procedure
for Borrowing Revolving Loans. Each Borrowing shall be made by a written request by an Authorized Person delivered to Agent
(which may be delivered through Agent’s electronic platform or portal) and received by Agent no later than 2:00 p.m. (i)
on the Business Day that is the requested Funding Date in the case of a request for a Swing Loan, (ii) on the Business Day that
is the requested Funding Date in the case of a request for a Base Rate Loan, and (iii) on the Business Day that is three Business
Days prior to the requested Funding Date in the case of all other requests, specifying (A) the amount of such Borrowing, and (B)
the requested Funding Date (which shall be a Business Day); provided, that Agent may, in its sole discretion, elect to accept
as timely requests that are received later than 2:00 p.m. on the applicable Business Day. All Borrowing requests which are not
made on-line via Agent’s electronic platform or portal shall be subject to (and unless Agent elects otherwise in the exercise
of its sole discretion, such Borrowings shall not be made until the completion of) Agent’s authentication process (with
results satisfactory to Agent) prior to the funding of any such requested Revolving Loan.


 



    	 	 -51-	 



     


    




 


(b)             Making
of Swing Loans. In the case of a Revolving Loan and so long as any of (i) the aggregate amount of Swing Loans made since the
last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date,
plus the amount of the requested Swing Loan does not exceed $5,000,000, or (ii) Swing Lender, in its sole discretion,
agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving
Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all
such Revolving Loans being referred to as “Swing Loans”) available to Borrowers on the Funding Date applicable
thereto by transferring immediately available funds in the amount of such Borrowing to the Designated Account. Each Swing Loan
shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3)
applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing
Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall
not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions
precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii)
the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine
whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto
prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations,
and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.


 


(c)             Making
of Revolving Loans.


 


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


 


(ii)        Unless
Agent receives notice from a Lender prior to 12:30 p.m. on the Business Day that is the requested Funding Date relative to a requested
Borrowing as to which Agent has notified the Lenders of a requested Borrowing that such Lender will not make available as and
when required hereunder to Agent for the account of Borrowers the amount of that Lender’s Pro Rata Share of the Borrowing,
Agent may assume that each Lender has made or will make such amount available to Agent in immediately available funds on the Funding
Date and Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrowers a corresponding
amount. If, on the requested Funding Date, any Lender shall not have remitted the full amount that it is required to make available
to Agent in immediately available funds and if Agent has made available to Borrowers such amount on the requested Funding Date,
then such Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in
immediately available funds, to Agent’s Account, no later than 1:00 p.m. on the Business Day that is the first Business
Day after the requested Funding Date (in which case, the interest accrued on such Lender’s portion of such Borrowing for
the Funding Date shall be for Agent’s separate account). If any Lender shall not remit the full amount that it is required
to make available to Agent in immediately available funds as and when required hereby and if Agent has made available to Borrowers
such amount, then that Lender shall be obligated to immediately remit such amount to Agent, together with interest at the Defaulting
Lender Rate for each day until the date on which such amount is so remitted. A notice submitted by Agent to any Lender with respect
to amounts owing under this Section 2.3(c)(ii) shall be conclusive, absent manifest error. If the amount that a Lender
is required to remit is made available to Agent, then such payment to Agent shall constitute such Lender’s Revolving Loan
for all purposes of this Agreement. If such amount is not made available to Agent on the Business Day following the Funding Date,
Agent will notify Administrative Borrower of such failure to fund and, upon demand by Agent, Borrowers shall pay such amount to
Agent for Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate
per annum equal to the interest rate applicable at the time to the Revolving Loans composing such Borrowing.


 






    	 	 -52-	 



     


    

 


(d)             Protective
Advances and Optional Overadvances.


 


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


 


(ii)        Any
contrary provision of this Agreement or any other Loan Document notwithstanding, the Lenders hereby authorize Agent or Swing Lender,
as applicable, and either Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue
to make Revolving Loans (including Swing Loans) to Borrowers notwithstanding that an Overadvance exists or would be created thereby,
so long as (A) after giving effect to such Revolving Loans, the outstanding Revolver Usage does not exceed the Borrowing Base
by more than 10.0% of the Borrowing Base, and (B) subject to Section 2.3(d)(iv) below, after giving effect to such Revolving
Loans, the outstanding Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender
Group Expenses) does not exceed the Maximum Revolver Amount. In the event Agent obtains actual knowledge that the Revolver Usage
exceeds the amounts permitted by this Section 2.3(d), regardless of the amount of, or reason for, such excess, Agent shall
notify the Lenders as soon as practicable (and prior to making any (or any additional) intentional Overadvances (except for and
excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior
notice would result in imminent harm to the Collateral or its value, in which case Agent may make such Overadvances and provide
notice as promptly as practicable thereafter), and the Lenders with Revolver Commitments thereupon shall, together with Agent,
jointly determine the terms of arrangements that shall be implemented with Borrowers intended to reduce, within a reasonable time,
the outstanding principal amount of the Revolving Loans to Borrowers to an amount permitted by the preceding sentence. In such
circumstances, if any Lender with a Revolver Commitment objects to the proposed terms of reduction or repayment of any Overadvance,
the terms of reduction or repayment thereof shall be implemented according to the determination of the Required Lenders. The foregoing
provisions are meant for the benefit of the Lenders and Agent and are not meant for the benefit of Borrowers, which shall continue
to be bound by the provisions of Section 2.4(e)(i).


 






    	 	 -53-	 



     


    

 


(iii)       Each
Protective Advance and each Overadvance (each, an “Extraordinary Advance”) shall be deemed to be a Revolving
Loan hereunder, except that no Extraordinary Advance shall be eligible to be a LIBOR Rate Loan. Prior to Settlement of any Extraordinary
Advance, all payments with respect thereto, including interest thereon, shall be payable to Agent solely for its own account.
Each Revolving Lender shall be obligated to settle with Agent as provided in Section 2.3(e) (or Section 2.3(g),
as applicable) for the amount of such Lender’s Pro Rata Share of any Extraordinary Advance. The Extraordinary Advances shall
be repayable on demand, secured by Agent’s Liens, constitute Obligations hereunder, and bear interest at the rate applicable
from time to time to Revolving Loans that are Base Rate Loans. The provisions of this Section 2.3(d) are for the exclusive
benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Borrowers (or any other Loan Party) in any way.


 


(iv)      Notwithstanding
anything contained in this Agreement or any other Loan Document to the contrary, no Extraordinary Advance may be made by Agent
if such Extraordinary Advance would cause the aggregate Revolver Usage to exceed the Maximum Revolver Amount or any Lender’s
Pro Rata Share of the Revolver Usage to exceed such Lender’s Revolver Commitments; provided that Agent may make Extraordinary
Advances in excess of the foregoing limitations so long as such Extraordinary Advances that cause the aggregate Revolver Usage
to exceed the Maximum Revolver Amount or a Lender’s Pro Rata Share of the Revolver Usage to exceed such Lender’s Revolver
Commitments are for Agent’s sole and separate account and not for the account of any Lender. No Lender shall have an obligation
to settle with Agent for such Extraordinary Advances that cause the aggregate Revolver Usage to exceed the Maximum Revolver Amount
or a Lender’s Pro Rata Share of the Revolver Usage to exceed such Lender’s Revolver Commitments as provided in Section
2.3(e) (or Section 2.3(g), as applicable).


 


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


 


(i)         Agent
shall request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if
so determined by Agent in its sole discretion (1) on behalf of Swing Lender, with respect to the outstanding Swing Loans, (2)
for itself, with respect to the outstanding Extraordinary Advances, and (3) with respect to any Loan Party’s or any of their
Subsidiaries’ payments or other amounts received, as to each by notifying the Lenders by telecopy, telephone, or other similar
form of transmission, of such requested Settlement, no later than 5:00 p.m. on the Business Day immediately prior to the date
of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Such notice
of a Settlement Date shall include a summary statement of the amount of outstanding Revolving Loans (including Swing Loans and
Extraordinary Advances) for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including
Section 2.3(g)): (y) if the amount of the Revolving Loans (including Swing Loans and Extraordinary Advances) made by a
Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the Revolving Loans (including Swing Loans
and Extraordinary Advances) as of a Settlement Date, then Agent shall, by no later than 3:00 p.m. on the Settlement Date, transfer
in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such
Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Loans (including
Swing Loans and Extraordinary Advances), and (z) if the amount of the Revolving Loans (including Swing Loans and Extraordinary
Advances) made by a Lender is less than such Lender’s Pro Rata Share of the Revolving Loans (including Swing Loans and Extraordinary
Advances) as of a Settlement Date, such Lender shall no later than 3:00 p.m. on the Settlement Date transfer in immediately available
funds to Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement
Date, its Pro Rata Share of the Revolving Loans (including Swing Loans and Extraordinary Advances). Such amounts made available
to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loans
or Extraordinary Advances and, together with the portion of such Swing Loans or Extraordinary Advances representing Swing Lender’s
Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to Agent by
any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled to recover
for its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate.


 






    	 	 -54-	 



     


    

 


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


 


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


 


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


 


(f)              Notation. Consistent with Section 13.1(h), Agent, as a non-fiduciary agent for Borrowers, shall maintain a
register showing the principal amount and stated interest of the Revolving Loans, owing to each Lender, including the Swing Loans
owing to Swing Lender, and Extraordinary Advances owing to Agent, and the interests therein of each Lender, from time to time and
such register shall, absent manifest error, conclusively be presumed to be correct and accurate.


 






    	 	 -55-	 



     


    

 


(g)             Defaulting Lenders.


 


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


 






    	 	 -56-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(G)              Agent
may release any cash collateral provided by Borrowers pursuant to this Section 2.3(g)(ii) to Issuing Bank and Issuing Bank
may apply any such cash collateral to the payment of such Defaulting Lender’s Pro Rata Share of any Letter of Credit Disbursement
that is not reimbursed by Borrowers pursuant to Section 2.11(d). Subject to Section 17.14, no reallocation hereunder
shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender
having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s
increased exposure following such reallocation.


 






    	 	 -57-	 



     


    

 


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


 


2.4          Payments; Reductions of Commitments; Prepayments.


 


(a)             Payments by Borrowers.


 


(i)         Except
as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account for the account of the
Lender Group and shall be made in immediately available funds, no later than 1:30 p.m. on the date specified herein; provided
that, for the avoidance of doubt, any payments deposited into a Controlled Account (as defined in the Guaranty and Security
Agreement) shall be deemed not to be received by Agent on any Business Day unless immediately available funds have been credited
to Agent’s Account prior to 1:30 p.m. on such Business Day. Any payment received by Agent in immediately available funds
in Agent’s Account later than 1:30 p.m. shall be deemed to have been received (unless Agent, in its sole discretion, elects
to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until
such following Business Day.


 


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


 


(b)             Apportionment and Application.


 


(i)         So
long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting
Lenders, all principal and interest payments received by Agent shall be apportioned ratably among the Lenders (according to the
unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses
received by Agent (other than fees or expenses that are for Agent’s separate account or for the separate account of Issuing
Bank) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which
a particular fee or expense relates.


 


(ii)        Subject
to Section 2.4(b)(v) and Section 2.4(e), all payments to be made hereunder by Borrowers shall be remitted to Agent
and all such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has
occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, to reduce the balance of
the Revolving Loans outstanding and, thereafter, to Borrowers (to be wired to the Designated Account) or such other Person entitled
thereto under applicable law.


 






    	 	 -58-	 



     


    

 


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


 


(A)             
first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Agent
under the Loan Documents and to pay interest and principal on Extraordinary Advances that are held solely by Agent pursuant to
the terms of Section 2.3(d)(iv), until paid in full,


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(J)                
tenth,


 


i.                 ratably, to pay the principal of all Revolving Loans (other than Protective Advances and Swing Loans), until paid
in full,


 


ii.                to
Agent, to be held by Agent, for the benefit of Issuing Bank (and for the ratable benefit of each of the Lenders that have an obligation
to pay to Agent, for the account of Issuing Bank, a share of each Letter of Credit Disbursement), as cash collateral in an amount
up to 105% of the Letter of Credit Usage (to the extent permitted by applicable law, such cash collateral shall be applied to
the reimbursement of any Letter of Credit Disbursement as and when such disbursement occurs and, if a Letter of Credit expires
undrawn, the cash collateral held by Agent in respect of such Letter of Credit shall, to the extent permitted by applicable law,
be reapplied pursuant to this Section 2.4(b)(iii), beginning with tier (A) hereof),


 


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


 






    	 	 -59-	 



     


    

 


(K)              eleventh,
to pay any other Obligations other than Obligations owed to Defaulting Lenders (including being paid, ratably, to the Bank Product
Providers on account of all amounts then due and payable in respect of Bank Product Obligations, with any balance to be paid to
Agent, to be held by Agent, for the ratable benefit of the Bank Product Providers, as cash collateral (which cash collateral may
be released by Agent to the applicable Bank Product Provider and applied by such Bank Product Provider to the payment or reimbursement
of any amounts due and payable with respect to Bank Product Obligations owed to the applicable Bank Product Provider as and when
such amounts first become due and payable and, if and at such time as all such Bank Product Obligations are paid or otherwise
satisfied in full, the cash collateral held by Agent in respect of such Bank Product Obligations shall be reapplied pursuant to
this Section 2.4(b)(iii), beginning with tier (A) hereof),


 


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


 


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


 


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


 


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


 


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


 


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


 


(c)              Reduction
of Commitments. The Revolver Commitments shall terminate on the Maturity Date or earlier termination thereof pursuant to the
terms of this Agreement. Borrowers may reduce the Revolver Commitments, without premium or penalty, to an amount not less than
the sum of (A) the Revolver Usage as of such date, plus (B) the principal amount of all Revolving Loans not yet
made as to which a request has been given by Borrowers under Section 2.3(a), plus (C) the amount of all Letters
of Credit not yet issued as to which a request has been given by Borrowers pursuant to Section 2.11(a). Each such reduction
shall be in an amount which is not less than $5,000,000, shall be made by providing not less than ten Business Days prior written
notice to Agent, and shall be irrevocable. The Revolver Commitments, once reduced, may not be increased. Each such reduction of
the Revolver Commitments shall reduce the Revolver Commitments of each Lender proportionately in accordance with its ratable share
thereof. In connection with any reduction in the Revolver Commitments prior to the Maturity Date, if any Loan Party or any of
its Subsidiaries owns any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals
thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall
reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or
X of the Federal Reserve Board.


 






    	 	 -60-	 



     


    

 


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


 


(e)           Mandatory
Prepayments.


 


(i)            Borrowing
Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the
Borrowing Base Certificate most recently delivered by Borrowers to Agent, or (y) the Maximum Revolver Amount, in all cases as
adjusted for Reserves established by Agent in accordance with Section 2.1(c), then Borrowers shall immediately prepay the
Obligations in accordance with Section 2.4(f) in an aggregate amount equal to the amount of such excess.


 


(ii)           Indebtedness.
Subject to the terms of the Intercreditor Agreement, on the date of incurrence of any Indebtedness by any Loan Party or any
of its Subsidiaries (other than Permitted Indebtedness, but including any refinancing of the Term Loan Obligations), Borrowers
shall prepay the Obligations in full in accordance with Section 2.4(f)(ii). The provisions of this Section 2.4(e)
shall not be deemed to be implied consent to any such incurrence of Indebtedness otherwise prohibited by the terms of this Agreement.


 


(f)              Application of Payments.


 


(i)             Each prepayment pursuant to Section 2.4(e)(i) shall, (1) so long as no Application Event shall have occurred
and be continuing, be applied, first, to the outstanding principal amount of the Revolving Loans until paid in full, and
second, to cash collateralize the Letters of Credit in an amount equal to 105% of the then outstanding Letter of Credit
Usage, and (2) if an Application Event shall have occurred and be continuing, be applied in the manner set forth in Section 2.4(b)(iii).


 


(ii)            Each prepayment pursuant to Section 2.4(e)(ii) shall, (1) so long as no Application Event shall have occurred
and be continuing, be applied, first, to the outstanding principal amount of the Revolving Loans until paid in full (at
the sole election of the Agent, with a corresponding permanent reduction in the Maximum Revolver Amount), and second, to
cash collateralize the Letters of Credit in an amount equal to 105% of the then outstanding Letter of Credit Usage, and (2) if
an Application Event shall have occurred and be continuing, be applied in the manner set forth in Section 2.4(b)(iii).


 


2.5           Promise
to Pay; Promissory Notes.


 


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


 






    	 	 -61-	 



     


    

 


(b)             Any Lender may request that any portion of its Commitments or the Loans made by it be evidenced by one or more promissory
notes. In such event, Borrowers shall execute and deliver to such Lender the requested promissory notes payable to the order of
such Lender in a form furnished by Agent and reasonably satisfactory to Borrowers. Thereafter, the portion of the Commitments and
Loans evidenced by such promissory notes and interest thereon shall at all times be represented by one or more promissory notes
in such form payable to the order of the payee named therein.


 


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


 


(a)               
Interest Rates. Except as provided in Section 2.6(c) and Section 2.12(d), all Obligations (except for
undrawn Letters of Credit) that have been charged to the Loan Account pursuant to the terms hereof shall bear interest as follows:


 


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


 


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


 


(b)             Letter
of Credit Fee. Borrowers shall pay Agent (for the ratable benefit of the Revolving Lenders), a Letter of Credit fee (the “Letter
of Credit Fee”) (which fee shall be in addition to the fronting fees and commissions, other fees, charges and expenses
set forth in Section 2.11(k)) that shall accrue at a per annum rate equal to the LIBOR Rate Margin times
the average amount of the Letter of Credit Usage during the immediately preceding month.


 


(c)             Default
Rate. (i) Automatically upon the occurrence and during the continuation of an Event of Default under Section 8.4 or
8.5 and (ii) upon the occurrence and during the continuation of any other Event of Default (other than an Event of Default
under Section 8.4 or 8.5), at the direction of Agent or the Required Lenders, and upon written notice by Agent to
Borrowers of such direction (provided, that such notice shall not be required for any Event of Default under Section
8.1), (A) all Loans and all Obligations (except for undrawn Letters of Credit) that have been charged to the Loan Account
pursuant to the terms hereof shall bear interest at a per annum rate equal to two percentage points above the per annum
rate otherwise applicable thereunder, and (B) the Letter of Credit Fee shall be increased to two percentage points above the per
annum rate otherwise applicable hereunder.


 


(d)             Payment.
Except to the extent provided to the contrary in Section 2.10, Section 2.11(k) or Section 2.12(a), (i) all
interest and all other fees payable hereunder or under any of the other Loan Documents (other than Letter of Credit Fees) shall
be due and payable, in arrears, on the first day of each month, (ii) all Letter of Credit Fees payable hereunder, and all fronting
fees and all commissions, other fees, charges and expenses provided for in Section 2.11(k) shall be due and payable, in
arrears, on the first Business Day of each month, and (iii) all costs and expenses payable hereunder or under any of the other
Loan Documents, and all other Lender Group Expenses shall be due and payable on (x) with respect to Lender Group Expenses outstanding
as of the Closing Date, the Closing Date, and (y) otherwise, the earlier of (A) the first day of the month following the date
on which the applicable costs, expenses, or Lender Group Expenses were first incurred, or (B) the date on which demand therefor
is made by Agent (it being acknowledged and agreed that any charging of such costs, expenses or Lender Group Expenses to the Loan
Account pursuant to the provisions of the following sentence shall be deemed to constitute a demand for payment thereof for the
purposes of this subclause (y)). Borrowers hereby authorize Agent, from time to time without prior notice to Borrowers, to charge
to the Loan Account (A) on the first day of each month, all interest accrued during the prior month on the Revolving Loans hereunder,
(B) on the first Business Day of each month, all Letter of Credit Fees accrued or chargeable hereunder during the prior month,
(C) as and when incurred or accrued, all fees and costs provided for in Section 2.10(a) or (c), (D) on the
first day of each month, the Unused Line Fee accrued during the prior month pursuant to Section 2.10(b), (E) as and when
due and payable, all other fees payable hereunder or under any of the other Loan Documents, (F) on the Closing Date and thereafter
as and when incurred or accrued, all other Lender Group Expenses, and (G) as and when due and payable all other payment obligations
payable under any Loan Document or any Bank Product Agreement (including any amounts due and payable to the Bank Product Providers
in respect of Bank Products). All amounts (including interest, fees, costs, expenses, Lender Group Expenses, or other amounts
payable hereunder or under any other Loan Document or under any Bank Product Agreement) charged to the Loan Account shall thereupon
constitute Revolving Loans hereunder, shall constitute Obligations hereunder, and shall initially accrue interest at the rate
then applicable to Revolving Loans that are Base Rate Loans (unless and until converted into LIBOR Rate Loans in accordance with
the terms of this Agreement).


 






    	 	 -62-	 



     


    

 


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


 


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


 


2.7          Crediting
Payments. The receipt of any payment item by Agent shall not be required to be considered a payment on account unless
such payment item is a wire transfer of immediately available funds made to Agent’s Account or unless and until such payment
item is honored when presented for payment. Should any payment item not be honored when presented for payment, then Borrowers
shall be deemed not to have made such payment. Anything to the contrary contained herein notwithstanding, any payment item shall
be deemed received by Agent only if it is received into Agent’s Account on a Business Day on or before 4:30 p.m. If any
payment item is received into Agent’s Account on a non-Business Day or after 4:30 p.m. on a Business Day (unless Agent,
in its sole discretion, elects to credit it on the date received), it shall be deemed to have been received by Agent as of the
opening of business on the immediately following Business Day.


 


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


 






    	 	 -63-	 



     


    

 


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


 


2.10         Fees.


 


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


 


(b)             Unused
Line Fee. Borrowers shall pay to Agent, for the ratable account of the Revolving Lenders, an unused line fee (the “Unused
Line Fee”) in an amount equal to the Applicable Unused Line Fee Percentage per annum times the result of (i)
the aggregate amount of the Revolver Commitments, less (ii) the Average Revolver Usage during the immediately preceding month
(or portion thereof), which Unused Line Fee shall be due and payable, in arrears, on the first day of each month, from and after
the Closing Date up to the first day of the month prior to the date on which the Obligations are paid in full and on the date
on which the Obligations are paid in full.


 


(c)             Field
Examination and Other Fees. Subject to any limitations set forth in Section 5.7(c), Borrowers shall pay to Agent, field
examination, appraisal, electronic collateral reporting establishment and valuation fees and charges, as and when incurred or
chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus out-of-pocket expenses (including travel,
meals, and lodging) for each field examination of any Loan Party or its Subsidiaries performed by or on behalf of Agent or for
the establishment of electronic collateral reporting systems, and (ii) the fees, charges or expenses paid or incurred by Agent
if it elects to employ the services of one or more third Persons to appraise the Collateral, or any portion thereof, to establish
electronic collateral reporting systems, or to assess any Loan Party’s or its Subsidiaries’ business valuation.


 


2.11        Letters
of Credit.


 


(a)             Subject
to the terms and conditions of this Agreement, upon the request of Borrowers made in accordance herewith, and prior to the Maturity
Date, Issuing Bank agrees to issue a requested standby Letter of Credit or a sight commercial Letter of Credit for the account
of Borrowers. By submitting a request to Issuing Bank for the issuance of a Letter of Credit, Borrowers shall be deemed to have
requested that Issuing Bank issue the requested Letter of Credit. Each request for the issuance of a Letter of Credit, or the
amendment, renewal, or extension of any outstanding Letter of Credit, shall be (i) irrevocable and made in writing by an Authorized
Person, (ii) delivered to Agent and Issuing Bank via telefacsimile or other electronic method of transmission reasonably acceptable
to Agent and Issuing Bank and reasonably in advance of the requested date of issuance, amendment, renewal, or extension, and (iii)
subject to Issuing Bank’s authentication procedures with results satisfactory to Issuing Bank. Each such request shall be
in form and substance reasonably satisfactory to Agent and Issuing Bank and (i) shall specify (A) the amount of such Letter of
Credit, (B) the date of issuance, amendment, renewal, or extension of such Letter of Credit, (C) the proposed expiration date
of such Letter of Credit, (D) the name and address of the beneficiary of the Letter of Credit, and (E) such other information
(including, the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of
Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Letter of Credit,
and (ii) shall be accompanied by such Issuer Documents as Agent or Issuing Bank may request or require, to the extent that such
requests or requirements are consistent with the Issuer Documents that Issuing Bank generally requests for Letters of Credit in
similar circumstances. Issuing Bank’s records of the content of any such request will be conclusive. Anything contained
herein to the contrary notwithstanding, Issuing Bank may, but shall not be obligated to, issue a Letter of Credit that supports
the obligations of a Loan Party or one of its Subsidiaries in respect of (x) a lease of real property, or (y) an employment contract.


 






    	 	 -64-	 



     


    

 


(b)             Issuing
Bank shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested
issuance:


 


(i)         the
Letter of Credit Usage would exceed the Letter of Credit Sublimit, or


 


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


 


(iii)       the
Letter of Credit Usage would exceed the Borrowing Base at such time less the outstanding principal balance of the
Revolving Loans (inclusive of Swing Loans) at such time.


 


(c)              In
the event there is a Defaulting Lender as of the date of any request for the issuance of a Letter of Credit, Issuing Bank shall
not be required to issue or arrange for such Letter of Credit to the extent (i) the Defaulting Lender’s Letter of Credit
Exposure with respect to such Letter of Credit may not be reallocated pursuant to Section 2.3(g)(ii), or (ii) Issuing Bank
has not otherwise entered into arrangements reasonably satisfactory to it and Borrowers to eliminate Issuing Bank’s risk
with respect to the participation in such Letter of Credit of the Defaulting Lender, which arrangements may include Borrowers
cash collateralizing such Defaulting Lender’s Letter of Credit Exposure in accordance with Section 2.3(g)(ii). Additionally,
Issuing Bank shall have no obligation to issue or extend a Letter of Credit if (A) any order, judgment, or decree of any Governmental
Authority or arbitrator shall, by its terms, purport to enjoin or restrain Issuing Bank from issuing such Letter of Credit, or
any law applicable to Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental
Authority with jurisdiction over Issuing Bank shall prohibit or request that Issuing Bank refrain from the issuance of letters
of credit generally or such Letter of Credit in particular, (B) the issuance of such Letter of Credit would violate one or more
policies of Issuing Bank applicable to letters of credit generally, or (C) if amounts demanded to be paid under any Letter of
Credit will not or may not be in Dollars.


 


(d)             Any
Issuing Bank (other than Wells Fargo or any of its Affiliates) shall notify Agent in writing no later than the Business Day prior
to the Business Day on which such Issuing Bank issues any Letter of Credit. In addition, each Issuing Bank (other than Wells Fargo
or any of its Affiliates) shall, on the first Business Day of each week, submit to Agent a report detailing the daily undrawn
amount of each Letter of Credit issued by such Issuing Bank during the prior calendar week. Each Letter of Credit shall be in
form and substance reasonably acceptable to Issuing Bank, including the requirement that the amounts payable thereunder must be
payable in Dollars. If Issuing Bank makes a payment under a Letter of Credit, Borrowers shall pay to Agent an amount equal to
the applicable Letter of Credit Disbursement on the Business Day such Letter of Credit Disbursement is made and, in the absence
of such payment, the amount of the Letter of Credit Disbursement immediately and automatically shall be deemed to be a Revolving
Loan hereunder (notwithstanding any failure to satisfy any condition precedent set forth in Section 3) and, initially,
shall bear interest at the rate then applicable to Revolving Loans that are Base Rate Loans. If a Letter of Credit Disbursement
is deemed to be a Revolving Loan hereunder, Borrowers’ obligation to pay the amount of such Letter of Credit Disbursement
to Issuing Bank shall be automatically converted into an obligation to pay the resulting Revolving Loan. Promptly following receipt
by Agent of any payment from Borrowers pursuant to this paragraph, Agent shall distribute such payment to Issuing Bank or, to
the extent that Revolving Lenders have made payments pursuant to Section 2.11(e) to reimburse Issuing Bank, then to such
Revolving Lenders and Issuing Bank as their interests may appear.


 






    	 	 -65-	 



     


    

 


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


 


(f)              Each
Borrower agrees to indemnify, defend and hold harmless each member of the Lender Group (including Issuing Bank and its branches,
Affiliates, and correspondents) and each such Person’s respective directors, officers, employees, attorneys and agents (each,
including Issuing Bank, a “Letter of Credit Related Person”) (to the fullest extent permitted by law) from
and against any and all claims, demands, suits, actions, investigations, proceedings, liabilities, fines, costs, penalties, and
damages, and all reasonable fees and disbursements of attorneys, experts, or consultants and all other costs and expenses actually
incurred in connection therewith or in connection with the enforcement of this indemnification (as and when they are incurred
and irrespective of whether suit is brought), which may be incurred by or awarded against any such Letter of Credit Related Person
(other than Taxes, which shall be governed by Section 16) (the “Letter of Credit Indemnified Costs”),
and which arise out of or in connection with, or as a result of:


 


(i)         any
Letter of Credit or any pre-advice of its issuance;


 






    	 	 -66-	 



     


    

 


(ii)        any
transfer, sale, delivery, surrender or endorsement (or lack thereof) of any Drawing Document at any time(s) held by any such Letter
of Credit Related Person in connection with any Letter of Credit;


 


(iii)       any action or proceeding arising out of, or in connection with, any Letter of Credit (whether administrative, judicial or
in connection with arbitration), including any action or proceeding to compel or restrain any presentation or payment under any
Letter of Credit, or for the wrongful dishonor of, or honoring a presentation under, any Letter of Credit;


 


(iv)       any
independent undertakings issued by the beneficiary of any Letter of Credit;


 


(v)        any
unauthorized instruction or request made to Issuing Bank in connection with any Letter of Credit or requested Letter of Credit,
or any error, omission, interruption or delay in such instruction or request, whether transmitted by mail, courier, electronic
transmission, SWIFT, or any other telecommunication including communications through a correspondent;


 


(vi)       an
adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated;


 


(vii)      any
third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of Letter of Credit
proceeds or holder of an instrument or document;


 


(viii)     the
fraud, forgery or illegal action of parties other than the Letter of Credit Related Person;


 


(ix)       any
prohibition on payment or delay in payment of any amount payable by Issuing Bank to a beneficiary or transferee beneficiary of
a Letter of Credit arising out of Anti-Corruption Laws, Anti-Money Laundering Laws, or Sanctions;


 


(x)         Issuing
Bank’s performance of the obligations of a confirming institution or entity that wrongfully dishonors a confirmation;


 


(xi)        any foreign language translation provided to Issuing Bank in connection with any Letter of Credit;


 


(xii)       any
foreign law or usage as it relates to Issuing Bank’s issuance of a Letter of Credit in support of a foreign guaranty including
the expiration of such guaranty after the related Letter of Credit expiration date and any resulting drawing paid by Issuing Bank
in connection therewith; or


 


(xiii)       the
acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority
or cause or event beyond the control of the Letter of Credit Related Person;


 


provided, that
such indemnity shall not be available to any Letter of Credit Related Person claiming indemnification under clauses (i) through
(xiii) above to the extent that such Letter of Credit Indemnified Costs may be finally determined in a final, non-appealable judgment
of a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of the Letter of
Credit Related Person claiming indemnity. Borrowers hereby agree to pay the Letter of Credit Related Person claiming indemnity
on demand from time to time all amounts owing under this Section 2.11(f). If and to the extent that the obligations of Borrowers
under this Section 2.11(f) are unenforceable for any reason, Borrowers agree to make the maximum contribution to the Letter
of Credit Indemnified Costs permissible under applicable law. This indemnification provision shall survive termination of this
Agreement and all Letters of Credit.


 






    	 	 -67-	 



     


    

 


(g)             The
liability of Issuing Bank (or any other Letter of Credit Related Person) under, in connection with or arising out of any Letter
of Credit (or pre-advice), regardless of the form or legal grounds of the action or proceeding, shall be limited to direct damages
suffered by Borrowers that are caused directly by Issuing Bank’s gross negligence or willful misconduct in (i) honoring
a presentation under a Letter of Credit that on its face does not at least substantially comply with the terms and conditions
of such Letter of Credit, (ii) failing to honor a presentation under a Letter of Credit that strictly complies with the terms
and conditions of such Letter of Credit, or (iii) retaining Drawing Documents presented under a Letter of Credit. Borrowers’
aggregate remedies against Issuing Bank and any Letter of Credit Related Person for wrongfully honoring a presentation under any
Letter of Credit or wrongfully retaining honored Drawing Documents shall in no event exceed the aggregate amount paid by Borrowers
to Issuing Bank in respect of the honored presentation in connection with such Letter of Credit under Section 2.11(d),
plus interest at the rate then applicable to Base Rate Loans hereunder. Borrowers shall take commercially reasonable
action to avoid and mitigate the amount of any damages claimed against Issuing Bank or any other Letter of Credit Related Person,
including by enforcing its rights against the beneficiaries of the Letters of Credit. Any claim by Borrowers under or in connection
with any Letter of Credit shall be reduced by an amount equal to the sum of (x) the amount (if any) saved by Borrowers as a result
of the breach or alleged wrongful conduct complained of, and (y) the amount (if any) of the loss that would have been avoided
had Borrowers taken commercially reasonable steps to mitigate any loss, and in case of a claim of wrongful dishonor, by specifically
and timely authorizing Issuing Bank to effect a cure.


 


(h)             Borrowers are responsible for the final text of the Letter of Credit as issued by Issuing Bank, irrespective of any assistance
Issuing Bank may provide such as drafting or recommending text or by Issuing Bank’s use or refusal to use text submitted
by Borrowers. Borrowers understand that the final form of any Letter of Credit may be subject to such revisions and changes as
are deemed necessary or appropriate by Issuing Bank, and Borrowers hereby consent to such revisions and changes not materially
different from the application executed in connection therewith. Borrowers are solely responsible for the suitability of the Letter
of Credit for Borrowers’ purposes. If Borrowers request Issuing Bank to issue a Letter of Credit for an affiliated or unaffiliated
third party (an “Account Party”), (i) such Account Party shall have no rights against Issuing Bank; (ii) Borrowers
shall be responsible for the application and obligations under this Agreement; and (iii) communications (including notices) related
to the respective Letter of Credit shall be among Issuing Bank and Borrowers. Borrowers will examine the copy of the Letter of
Credit and any other documents sent by Issuing Bank in connection therewith and shall promptly notify Issuing Bank (not later than
three (3) Business Days following Borrowers’ receipt of documents from Issuing Bank) of any non-compliance with Borrowers’
instructions and of any discrepancy in any document under any presentment or other irregularity. Borrowers understand and agree
that Issuing Bank is not required to extend the expiration date of any Letter of Credit for any reason. With respect to any Letter
of Credit containing an “automatic amendment” to extend the expiration date of such Letter of Credit, Issuing Bank,
in its sole and absolute discretion, may give notice of nonrenewal of such Letter of Credit and, if Borrowers do not at any time
want the then current expiration date of such Letter of Credit to be extended, Borrowers will so notify Agent and Issuing Bank
at least 30 calendar days before Issuing Bank is required to notify the beneficiary of such Letter of Credit or any advising bank
of such non-extension pursuant to the terms of such Letter of Credit.


 


(i)              Borrowers’ reimbursement and payment obligations under this Section 2.11 are absolute, unconditional and irrevocable
and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including:


 






    	 	 -68-	 



     


    

 


(i)           any lack of validity, enforceability or legal effect of any Letter of Credit, any Issuer Document, this Agreement, or any
Loan Document, or any term or provision therein or herein;


 


(ii)          payment
against presentation of any draft, demand or claim for payment under any Drawing Document that does not comply in whole or in
part with the terms of the applicable Letter of Credit or which proves to be fraudulent, forged or invalid in any respect or any
statement therein being untrue or inaccurate in any respect, or which is signed, issued or presented by a Person or a transferee
of such Person purporting to be a successor or transferee of the beneficiary of such Letter of Credit;


 


(iii)         Issuing Bank or any of its branches or Affiliates being the beneficiary of any Letter of Credit;


 


(iv)         Issuing Bank or any correspondent honoring a drawing against a Drawing Document up to the amount available under any Letter
of Credit even if such Drawing Document claims an amount in excess of the amount available under the Letter of Credit;


 


(v)          the
existence of any claim, set-off, defense or other right that any Loan Party or any of its Subsidiaries may have at any time against
any beneficiary or transferee beneficiary, any assignee of proceeds, Issuing Bank or any other Person;


 


(vi)         Issuing Bank or any correspondent honoring a drawing upon receipt of an electronic presentation under a Letter of Credit
requiring the same, regardless of whether the original Drawing Documents arrive at Issuing Bank’s counters or are different
from the electronic presentation;


 


(vii)        any
other event, circumstance or conduct whatsoever, whether or not similar to any of the foregoing that might, but for this Section
2.11(i), constitute a legal or equitable defense to or discharge of, or provide a right of set-off against, any Borrower’s
or any of its Subsidiaries’ reimbursement and other payment obligations and liabilities, arising under, or in connection
with, any Letter of Credit, whether against Issuing Bank, the beneficiary or any other Person; or


 


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


 


provided, that subject to Section
2.11(g) above, the foregoing shall not release Issuing Bank from such liability to Borrowers as may be finally determined in
a final, non-appealable judgment of a court of competent jurisdiction against Issuing Bank following reimbursement or payment of
the obligations and liabilities, including reimbursement and other payment obligations, of Borrowers to Issuing Bank arising under,
or in connection with, this Section 2.11 or any Letter of Credit.


 


(j)              Without
limiting any other provision of this Agreement, Issuing Bank and each other Letter of Credit Related Person (if applicable) shall
not be responsible to Borrowers for, and Issuing Bank’s rights and remedies against Borrowers and the obligation of Borrowers
to reimburse Issuing Bank for each drawing under each Letter of Credit shall not be impaired by:


 


(i)         honor
of a presentation under any Letter of Credit that on its face substantially complies with the terms and conditions of such Letter
of Credit, even if the Letter of Credit requires strict compliance by the beneficiary;


 


(ii)        honor
of a presentation of any Drawing Document that appears on its face to have been signed, presented or issued (A) by any purported
successor or transferee of any beneficiary or other Person required to sign, present or issue such Drawing Document or (B) under
a new name of the beneficiary;


 






    	 	 -69-	 



     


    

 



 


(iii)          acceptance
as a draft of any written or electronic demand or request for payment under a Letter of Credit, even if nonnegotiable or not in
the form of a draft or notwithstanding any requirement that such draft, demand or request bear any or adequate reference to the
Letter of Credit;


 


(iv)          the
identity or authority of any presenter or signer of any Drawing Document or the form, accuracy, genuineness or legal effect of
any Drawing Document (other than Issuing Bank’s determination that such Drawing Document appears on its face substantially
to comply with the terms and conditions of the Letter of Credit);


 


(v)           acting
upon any instruction or request relative to a Letter of Credit or requested Letter of Credit that Issuing Bank in good faith believes
to have been given by a Person authorized to give such instruction or request;


 


(vi)          any
errors, omissions, interruptions or delays in transmission or delivery of any message, advice or document (regardless of how sent
or transmitted) or for errors in interpretation of technical terms or in translation or any delay in giving or failing to give
notice to any Borrower;


 


(vii)         any
acts, omissions or fraud by, or the insolvency of, any beneficiary, any nominated person or entity or any other Person or any
breach of contract between any beneficiary and any Borrower or any of the parties to the underlying transaction to which the Letter
of Credit relates;


 


(viii)        assertion or waiver of any provision of the ISP or UCP that primarily benefits an issuer of a letter of credit, including
any requirement that any Drawing Document be presented to it at a particular hour or place;


 


(ix)           payment
to any presenting bank (designated or permitted by the terms of the applicable Letter of Credit) claiming that it rightfully honored
or is entitled to reimbursement or indemnity under Standard Letter of Credit Practice applicable to it;


 


(x)            acting
or failing to act as required or permitted under Standard Letter of Credit Practice applicable to where Issuing Bank has issued,
confirmed, advised or negotiated such Letter of Credit, as the case may be;


 


(xi)           honor
of a presentation after the expiration date of any Letter of Credit notwithstanding that a presentation was made prior to such
expiration date and dishonored by Issuing Bank if subsequently Issuing Bank or any court or other finder of fact determines such
presentation should have been honored;


 


(xii)          dishonor
of any presentation that does not strictly comply or that is fraudulent, forged or otherwise not entitled to honor; or


 


(xiii)         honor
of a presentation that is subsequently determined by Issuing Bank to have been made in violation of international, federal, state
or local restrictions on the transaction of business with certain prohibited Persons.


 


(k)           Borrowers
shall pay immediately upon demand to Agent for the account of Issuing Bank as non-refundable fees, commissions, and charges (it
being acknowledged and agreed that any charging of such fees, commissions, and charges to the Loan Account pursuant to the provisions
of Section 2.6(d) shall be deemed to constitute a demand for payment thereof for the purposes of this Section 2.11(k)):
(i) a fronting fee which shall be imposed by Issuing Bank equal to 0.25% per annum times the average amount of the Letter
of Credit Usage during the immediately preceding month, plus (ii) any and all other customary commissions, fees
and charges then in effect imposed by, and any and all expenses incurred by, Issuing Bank, or by any adviser, confirming institution
or entity or other nominated person, relating to Letters of Credit, at the time of issuance of any Letter of Credit and upon the
occurrence of any other activity with respect to any Letter of Credit (including transfers, assignments of proceeds, amendments,
drawings, renewals or cancellations).


 



    -70-


     


    

 





(l)            If by reason of (x) any Change in Law, or (y) compliance by Issuing Bank or any other member of the Lender Group with any
direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary
authority including, Regulation D of the Board of Governors as from time to time in effect (and any successor thereto):


 


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


 


(ii)            there
shall be imposed on Issuing Bank or any other member of the Lender Group any other condition regarding any Letter of Credit, Loans,
or obligations to make Loans hereunder,


 


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


 


(m)          Each
standby Letter of Credit shall expire not later than the date that is 12 months after the date of the issuance of such Letter
of Credit; provided, that any standby Letter of Credit may provide for the automatic extension thereof for any number of
additional periods each of up to one year in duration; provided further, that with respect to any Letter of Credit which
extends beyond the Maturity Date, Letter of Credit Collateralization shall be provided therefor on or before the date that is
five Business Days prior to the Maturity Date. Each commercial Letter of Credit shall expire on the earlier of (i) 120 days after
the date of the issuance of such commercial Letter of Credit and (ii) five Business Days prior to the Maturity Date.


 


(n)           If
(i) any Event of Default shall occur and be continuing, or (ii) Availability shall at any time be less than zero, then on the
Business Day following the date when the Administrative Borrower receives notice from Agent or the Required Lenders (or, if the
maturity of the Obligations has been accelerated, Revolving Lenders with Letter of Credit Exposure representing greater than 50%
of the total Letter of Credit Exposure) demanding Letter of Credit Collateralization pursuant to this Section 2.11(n) upon
such demand, Borrowers shall provide Letter of Credit Collateralization with respect to the then existing Letter of Credit Usage.
If Borrowers fail to provide Letter of Credit Collateralization as required by this Section 2.11(n), the Revolving Lenders
may (and, upon direction of Agent, shall) advance, as Revolving Loans the amount of the cash collateral required pursuant to the
Letter of Credit Collateralization provision so that the then existing Letter of Credit Usage is cash collateralized in accordance
with the Letter of Credit Collateralization provision (whether or not the Revolver Commitments have terminated, an Overadvance
exists or the conditions in Section 3 are satisfied).


 



    -71-


     


    

 





(o)           Unless
otherwise expressly agreed by Issuing Bank and Borrowers when a Letter of Credit is issued, (i) the rules of the ISP shall apply
to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit.


 


(p)           Issuing
Bank shall be deemed to have acted with due diligence and reasonable care if Issuing Bank’s conduct is in accordance with
Standard Letter of Credit Practice or in accordance with this Agreement.


 


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


 


(r)            The
provisions of this Section 2.11 shall survive the termination of this Agreement and the repayment in full of the Obligations
with respect to any Letters of Credit that remain outstanding.


 


(s)           At
Borrowers’ costs and expense, Borrowers shall execute and deliver to Issuing Bank such additional certificates, instruments
and/or documents and take such additional action as may be reasonably requested by Issuing Bank to enable Issuing Bank to issue
any Letter of Credit pursuant to this Agreement and related Issuer Document, to protect, exercise and/or enforce Issuing Banks’
rights and interests under this Agreement or to give effect to the terms and provisions of this Agreement or any Issuer Document.
Each Borrower irrevocably appoints Issuing Bank as its attorney-in-fact and authorizes Issuing Bank, without notice to Borrowers,
to execute and deliver ancillary documents and letters customary in the letter of credit business that may include but are not
limited to advisements, indemnities, checks, bills of exchange and issuance documents. The power of attorney granted by the Borrowers
is limited solely to such actions related to the issuance, confirmation or amendment of any Letter of Credit and to ancillary
documents or letters customary in the letter of credit business. This appointment is coupled with an interest.


 


2.12         LIBOR Option.


 


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


 



    -72-


     


    

 





(b)           LIBOR
Election.


 


(i)            Borrowers
may, at any time and from time to time, so long as Borrowers have not received a notice from Agent (which notice Agent may elect
to give or not give in its discretion unless Agent is directed to give such notice by Required Lenders, in which case, it shall
give the notice to Borrowers), after the occurrence and during the continuance of an Event of Default, to terminate the right
of Borrowers to exercise the LIBOR Option during the continuance of such Event of Default, elect to exercise the LIBOR Option
by notifying Agent prior to 2:00 p.m. at least three Business Days prior to the commencement of the proposed Interest Period (the
“LIBOR Deadline”). Notice of Borrowers’ election of the LIBOR Option for a permitted portion of the Revolving
Loans and an Interest Period pursuant to this Section shall be made by delivery to Agent of a LIBOR Notice received by Agent before
the LIBOR Deadline. Promptly upon its receipt of each such LIBOR Notice, Agent shall provide a copy thereof to each of the affected
Lenders.


 


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


 


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


 


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


 


(d)           Special
Provisions Applicable to LIBOR Rate.


 


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


 



    -73-


     


    

 





(ii)           Subject
to the provisions set forth in Section 2.12(d)(iii) below, in the event that any change in market conditions or any Change
in Law shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such
Lender to fund or maintain LIBOR Rate Loans or to continue such funding or maintaining, or to determine or charge interest rates
at the LIBOR Rate, such Lender shall give notice of such changed circumstances to Agent and Borrowers and Agent promptly shall
transmit the notice to each other Lender and (y) in the case of any LIBOR Rate Loans of such Lender that are outstanding, the
date specified in such Lender’s notice shall be deemed to be the last day of the Interest Period of such LIBOR Rate Loans,
and interest upon the LIBOR Rate Loans of such Lender thereafter shall accrue interest at the rate then applicable to Base Rate
Loans, and (z) Borrowers shall not be entitled to elect the LIBOR Option until such Lender determines that it would no longer
be unlawful or impractical to do so.


 


(iii)          
Effect of Benchmark Transition Event.


 


(A)          Benchmark
Replacement. 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, Agent and Administrative Borrower may amend this Agreement to replace
the LIBOR 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 Agent has posted such proposed amendment to all Lenders and Administrative
Borrower so long as Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising
the Required Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders
comprising the Required Lenders have delivered to Agent written notice that such Required Lenders accept such amendment. No replacement
of the LIBOR Rate with a Benchmark Replacement pursuant to this Section 2.12(d)(iii) will occur prior to the applicable
Benchmark Transition Start Date.


 


(B)           Benchmark
Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, 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.


 


(C)           Notices;
Standards for Decisions and Determinations. Agent will promptly notify Administrative Borrower and the Lenders of (1) any
occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date
and Benchmark Transition Start Date, (2) the implementation of any Benchmark Replacement, (3) the effectiveness of any Benchmark
Replacement Conforming Changes and (4) the commencement or conclusion of any Benchmark Unavailability Period. Any determination,
decision or election that may be made by Agent or Lenders pursuant to this Section 2.12(d)(iii) 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 2.12(d)(iii).


 



    -74-


     


    

 





(D)           Benchmark
Unavailability Period. Upon Administrative Borrower’s receipt of notice of the commencement of a Benchmark Unavailability
Period, Administrative Borrower may revoke any request for a LIBOR Borrowing of, conversion to or continuation of LIBOR Rate Loans
to be made, converted or continued during any Benchmark Unavailability Period and, failing that, Administrative Borrower will
be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During any Benchmark
Unavailability Period, the component of Base Rate based upon the LIBOR Rate will not be used in any determination of the Base
Rate.


 


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


 


2.13         Capital
Requirements.


 


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


 


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


 



    -75-


     


    

 





(c)           Notwithstanding
anything herein to the contrary, the protection of Sections 2.11(l), 2.12(d), and 2.13 shall be available
to Issuing Bank and each Lender (as applicable) regardless of any possible contention of the invalidity or inapplicability of
the law, rule, regulation, judicial ruling, judgment, guideline, treaty or other change or condition which shall have occurred
or been imposed, so long as it shall be customary for issuing banks or lenders affected thereby to comply therewith. Notwithstanding
any other provision herein, neither Issuing Bank nor any Lender shall demand compensation pursuant to this Section 2.13
if it shall not at the time be the general policy or practice of Issuing Bank or such Lender (as the case may be) to demand such
compensation in similar circumstances under comparable provisions of other credit agreements, if any.


 


2.14         Incremental Facilities.


 


(a)           At
any time during the period from and after the Closing Date through but excluding the date that is the two year anniversary of
the Closing Date, at the option of Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments
and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments
and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”);
provided, that in no event shall the Revolver Commitments and the Maximum Revolver Amount be increased by an amount in
excess of the Available Increase Amount. Agent shall invite each Lender to increase its Revolver Commitments (it being understood
that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase at the interest
margin proposed by Borrowers, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with
such proposed Increase, then Agent or Borrowers may invite any prospective lender who is reasonably satisfactory to Agent and
Borrowers to become a Lender in connection with a proposed Increase. Any Increase shall be in an amount of at least $5,000,000
and integral multiples of $5,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount
be increased pursuant to this Section 2.14 on more than three (3) occasions in the aggregate for all such Increases. Additionally,
for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver
Commitments exceed $15,000,000.


 



    -76-


     


    

 





(b)           Each
of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in
connection therewith:


 


(i)            Agent
or Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent
and Borrowers to provide the applicable Increase and any such Lenders (or prospective lenders), Borrowers, and Agent have signed
a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory
to Agent, to which such Lenders (or prospective lenders), Borrowers, and Agent are party,


 


(ii)           each
of the conditions precedent set forth in Section 3.2 are satisfied,


 


(iii)          in
connection with any Increase, if any Loan Party or any of its Subsidiaries owns or will acquire any Margin Stock, Borrowers shall
deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered
by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders
to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board,


 


(iv)          Borrowers
have delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for the Loan Parties and
their Subsidiaries evidencing compliance on a pro forma basis with Section 7 for the twelve months (on a month-by-month
basis) immediately following the proposed date of the applicable Increase (calculated as if a Covenant Testing Period was in effect
during the entire twelve month period),


 


(v)           The
interest rate margins with respect to the Revolving Loans to be made pursuant to the increased Revolver Commitments shall be the
same as the interest rate margin applicable to Revolving Loans hereunder immediately prior to the date of the effectiveness of
the increased Revolver Commitments and the Maximum Revolver Amount (the “Increase Date”). Any Increase Joinder
may, with the consent of Agent, Borrowers and the Lenders or prospective lenders agreeing to the proposed Increase, effect such
amendments to this Agreement and the other Loan Documents as may be necessary to effectuate the provisions of this Section
2.14, and


 


(c)           Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving
Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver
Commitments and Maximum Revolver Amount pursuant to this Section 2.14.


 


(d)           Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver
Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase
Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each
Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests
in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and
purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders
and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver
Commitments.


 



    -77-


     


    

 





(e)           The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.14
shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits
afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably
from any guarantees and the security interests created by the Loan Documents. Borrowers shall take any actions reasonably required
by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected
under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver
Amount.


 


2.15         Joint
and Several Liability of Borrowers.


 


(a)           Each
Borrower is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial
accommodations to be provided by the Lender Group under this Agreement, for the mutual benefit, directly and indirectly, of each
Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Obligations.


 


(b)           Each
Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor,
joint and several liability with the other Borrowers, with respect to the payment and performance of all of the Obligations (including
any Obligations arising under this Section 2.15), it being the intention of the parties hereto that all the Obligations
shall be the joint and several obligations of each Borrower without preferences or distinction among them. Accordingly, each Borrower
hereby waives any and all suretyship defenses that would otherwise be available to such Borrower under applicable law.


 


(c)           If
and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due, whether
upon maturity, acceleration, or otherwise, or to perform any of the Obligations in accordance with the terms thereof, then in
each such event the other Borrowers will make such payment with respect to, or perform, such Obligations until such time as all
of the Obligations are paid in full, and without the need for demand, protest, or any other notice or formality.


 


(d)           The
Obligations of each Borrower under the provisions of this Section 2.15 constitute the absolute and unconditional, full
recourse Obligations of each Borrower enforceable against each Borrower to the full extent of its properties and assets, irrespective
of the validity, regularity or enforceability of the provisions of this Agreement (other than this Section 2.15(d)) or
any other circumstances whatsoever.


 






    	 	-78-	 



     


    

 


(e)           Without
limiting the generality of the foregoing and except as otherwise expressly provided in this Agreement, each Borrower hereby waives
presentments, demands for performance, protests and notices, including notices of acceptance of its joint and several liability,
notice of any Revolving Loans or any Letters of Credit issued under or pursuant to this Agreement, notice of the occurrence of
any Default, Event of Default, notices of nonperformance, notices of protest, notices of dishonor, notices of acceptance of this
Agreement, notices of the existence, creation, or incurring of new or additional Obligations or other financial accommodations
or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by Agent or Lenders under
or in respect of any of the Obligations, any right to proceed against any other Borrower or any other Person, to proceed against
or exhaust any security held from any other Borrower or any other Person, to protect, secure, perfect, or insure any security
interest or Lien on any property subject thereto or exhaust any right to take any action against any other Borrower, any other
Person, or any collateral, to pursue any other remedy in any member of the Lender Group’s or any Bank Product Provider’s
power whatsoever, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law,
all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this
Agreement), any right to assert against any member of the Lender Group or any Bank Product Provider, any defense (legal or equitable),
set-off, counterclaim, or claim which each Borrower may now or at any time hereafter have against any other Borrower or any other
party liable to any member of the Lender Group or any Bank Product Provider, any defense, set-off, counterclaim, or claim, of
any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability
of the Obligations or any security therefor, and any right or defense arising by reason of any claim or defense based upon an
election of remedies by any member of the Lender Group or any Bank Product Provider including any defense based upon an impairment
or elimination of such Borrower’s rights of subrogation, reimbursement, contribution, or indemnity of such Borrower against
any other Borrower. Without limiting the generality of the foregoing, each Borrower hereby assents to, and waives notice of, any
extension or postponement of the time for the payment of any of the Obligations, the acceptance of any payment of any of the Obligations,
the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Agent or Lenders at any
time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or
provision of this Agreement, any and all other indulgences whatsoever by Agent or Lenders in respect of any of the Obligations,
and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations
or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing,
each Borrower assents to any other action or delay in acting or failure to act on the part of any Agent or Lender with respect
to the failure by any Borrower to comply with any of its respective Obligations, including any failure strictly or diligently
to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but
for the provisions of this Section 2.15 afford grounds for terminating, discharging or relieving any Borrower, in whole
or in part, from any of its Obligations under this Section 2.15, it being the intention of each Borrower that, so long
as any of the Obligations hereunder remain unsatisfied, the Obligations of each Borrower under this Section 2.15 shall
not be discharged except by performance and then only to the extent of such performance. The Obligations of each Borrower under
this Section 2.15 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation,
reconstruction or similar proceeding with respect to any other Borrower or any Agent or Lender. Each of the Borrowers waives,
to the fullest extent permitted by law, the benefit of any statute of limitations affecting its liability hereunder or the enforcement
hereof. Any payment by any Borrower or other circumstance which operates to toll any statute of limitations as to any Borrower
shall operate to toll the statute of limitations as to each of the Borrowers. Each of the Borrowers waives any defense based on
or arising out of any defense of any Borrower or any other Person, other than payment of the Obligations to the extent of such
payment, based on or arising out of the disability of any Borrower or any other Person, or the validity, legality, or unenforceability
of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Borrower other
than payment of the Obligations to the extent of such payment. Agent may, at the election of the Required Lenders, foreclose upon
any Collateral held by Agent by one or more judicial or nonjudicial sales or other dispositions, whether or not every aspect of
any such sale is commercially reasonable or otherwise fails to comply with applicable law or may exercise any other right or remedy
Agent, any other member of the Lender Group, or any Bank Product Provider may have against any Borrower or any other Person, or
any security, in each case, without affecting or impairing in any way the liability of any of the Borrowers hereunder except to
the extent the Obligations have been paid.


 





(f)            Each
Borrower represents and warrants to Agent and Lenders that such Borrower is currently informed of the financial condition of Borrowers
and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations.
Each Borrower further represents and warrants to Agent and Lenders that such Borrower has read and understands the terms and conditions
of the Loan Documents. Each Borrower hereby covenants that such Borrower will continue to keep informed of Borrowers’ financial
condition and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Obligations.


 






    	 	-79-	 



     


    

 





(g)           The
provisions of this Section 2.15 are made for the benefit of Agent, each member of the Lender Group, each Bank Product Provider,
and their respective successors and assigns, and may be enforced by it or them from time to time against any or all Borrowers
as often as occasion therefor may arise and without requirement on the part of Agent, any member of the Lender Group, any Bank
Product Provider, or any of their successors or assigns first to marshal any of its or their claims or to exercise any of its
or their rights against any Borrower or to exhaust any remedies available to it or them against any Borrower or to resort to any
other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of
this Section 2.15 shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied.
If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be
restored or returned by Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the
provisions of this Section 2.15 will forthwith be reinstated in effect, as though such payment had not been made.


 


(h)           Each
Borrower hereby agrees that it will not enforce any of its rights that arise from the existence, payment, performance or enforcement
of the provisions of this Section 2.15, including rights of subrogation, reimbursement, exoneration, contribution or indemnification
and any right to participate in any claim or remedy of Agent, any other member of the Lender Group, or any Bank Product Provider
against any Borrower, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including
the right to take or receive from any Borrower, directly or indirectly, in cash or other property or by set-off or in any other
manner, payment or security solely on account of such claim, remedy or right, unless and until such time as all of the Obligations
have been paid in full in cash. Any claim which any Borrower may have against any other Borrower with respect to any payments
to any Agent or any member of the Lender Group hereunder or under any of the Bank Product Agreements are hereby expressly made
subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder,
to the prior payment in full in cash of the Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation,
reorganization or other similar proceeding under the laws of any jurisdiction relating to any Borrower, its debts or its assets,
whether voluntary or involuntary, all such Obligations shall be paid in full in cash before any payment or distribution of any
character, whether in cash, securities or other property, shall be made to any other Borrower therefor. If any amount shall be
paid to any Borrower in violation of the immediately preceding sentence, such amount shall be held in trust for the benefit of
Agent, for the benefit of the Lender Group and the Bank Product Providers, and shall forthwith be paid to Agent to be credited
and applied to the Obligations and all other amounts payable under this Agreement, whether matured or unmatured, in accordance
with the terms of this Agreement, or to be held as Collateral for any Obligations or other amounts payable under this Agreement
thereafter arising.  Notwithstanding anything to the contrary contained in this Agreement, no Borrower may exercise any rights
of subrogation, contribution, indemnity, reimbursement or other similar rights against, and may not proceed or seek recourse against
or with respect to any property or asset of, any other Borrower (the “Foreclosed Borrower”), including after
payment in full of the Obligations, if all or any portion of the Obligations have been satisfied in connection with an exercise
of remedies in respect of the Equity Interests of such Foreclosed Borrower whether pursuant to this Agreement or otherwise.


 


3.             CONDITIONS;
TERM OF AGREEMENT.


 


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


 



    -80-


     


    

 





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


 


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


 


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


 


3.3           Maturity.
The Commitments shall continue in full force and effect for a term ending on the Maturity Date (unless terminated earlier in accordance
with the terms hereof).


 


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


 


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


 


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


 



    -81-


     


    

 


4.             REPRESENTATIONS AND WARRANTIES.


 


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


 


4.1           Due
Organization and Qualification; Subsidiaries.


 


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


 


(b)           Set
forth on Schedule 4.1(b) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting
from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of
each Loan Party, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued
and outstanding.


 


(c)           Set
forth on Schedule 4.1(c) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting
from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect
Subsidiaries (other than the Immaterial Subsidiaries). All of the outstanding Equity Interests of each such Subsidiary (other
than any Immaterial Subsidiary) has been validly issued and is fully paid and non-assessable.


 


(d)           Except with respect to Parent, there are no subscriptions, options, warrants, or calls relating to any shares of any Loan
Party’s or any of its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding
security or other instrument. No Loan Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire
or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests.


 


4.2           Due
Authorization; No Conflict.


 


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


 



    -82-


     


    

 





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


 


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


 


4.4           Binding
Obligations; Perfected Liens.


 


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


 


(b)           Agent’s
Liens are validly created, perfected (other than (i) in respect of motor vehicles that are subject to a certificate of title,
(ii) money, (iii) letter-of-credit rights (other than supporting obligations), (iv) commercial tort claims (other than those that,
by the terms of the Guaranty and Security Agreement, are required to be perfected), and (v) any Deposit Accounts and Securities
Accounts not subject to a Control Agreement as permitted by Section 7(k)(iv) of the Guaranty and Security Agreement, and
subject only to the filing of financing statements, the recordation of the Copyright Security Agreement, and the recordation of
the Mortgages, in each case, in the appropriate filing offices), and first priority Liens, subject only to Permitted Liens which
are non-consensual Permitted Liens, the terms of the Intercreditor Agreement, permitted purchase money Liens, or the interests
of lessors under Capital Leases.


 


4.5           Title to Assets; No Encumbrances. Each of the Loan Parties and its Subsidiaries has (a) good, sufficient and
legal title to (in the case of fee interests in Real Property), (b) valid leasehold interests in (in the case of leasehold interests
in real or personal property), and (c) good and marketable title to (in the case of all other personal property), all of their
respective assets reflected in their most recent financial statements delivered pursuant to Section 5.1, in each case except
for assets disposed of since the date of such financial statements to the extent permitted hereby. All of such assets are free
and clear of Liens except for Permitted Liens.


 



    -83-


     


    

 





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


 


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


 


4.8           No
Material Adverse Effect. All historical financial statements relating to the Loan Parties and their Subsidiaries that
have been delivered by Borrowers to Agent have been prepared in accordance with GAAP (except, in the case of unaudited financial
statements, for the lack of footnotes and being subject to year-end audit adjustments) and present fairly in all material respects,
the Loan Parties’ and their Subsidiaries’ consolidated financial condition as of the date thereof and results of operations
for the period then ended. Except as set forth on Schedule 4.8 to this Agreement, since June 30, 2019, no event, circumstance,
or change has occurred that has or could reasonably be expected to result in a Material Adverse Effect.


 


4.9           Solvency.


 


(a)           Each
Loan Party is Solvent.


 


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


 


4.10         Employee
Benefits.


 


(a)           Except as set forth on Schedule 4.10, no Loan Party, none of their Subsidiaries, nor any of their ERISA Affiliates
maintains or contributes to any Benefit Plan.


 


(b)           Each Loan Party and each of the ERISA Affiliates has complied in all material respects with ERISA, the IRC and all applicable
laws regarding each Employee Benefit Plan.


 


(c)           Each
Employee Benefit Plan is, and has been, maintained in substantial compliance with ERISA, the IRC, all applicable laws and the
terms of each such Employee Benefit Plan.


 


(d)           Each
Employee Benefit Plan that is intended to qualify under Section 401(a) of the IRC has received a favorable determination letter
from the Internal Revenue Service or is entitled to rely on an opinion letter provided under a volume submitted program. To the
best knowledge of each Loan Party and the ERISA Affiliates, nothing has occurred which would prevent, or cause the loss of, such
qualification.


 


(e)           No
liability to the PBGC (other than for the payment of current premiums which are not past due) by any Loan Party or ERISA Affiliate
has been incurred or is expected by any Loan Party or ERISA Affiliate to be incurred with respect to any Pension Plan.


 


(f)            No
Notification Event exists or has occurred in the past six (6) years.


 


(g)           No Loan Party or ERISA Affiliate has provided any security under Section 436 of the IRC.


 



    -84-


     


    

 





4.11         Environmental Condition. Except as set forth on Schedule 4.11 to this Agreement, (a) to Parent’s
and each Borrower’s knowledge, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been
used by a Loan Party or its Subsidiaries in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous
Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material
respect, of any applicable Environmental Law, (b) to Parent’s and each Borrower’s knowledge, no Loan Party’s
nor any of its Subsidiaries’ properties or assets has ever been designated or identified in any manner pursuant to any environmental
protection statute as a Hazardous Materials disposal site, (c) no Loan Party nor any of its Subsidiaries has received notice that
a Lien arising under any Environmental Law has attached to any revenues or to any Real Property owned or operated by a Loan Party
or its Subsidiaries, (d) no Loan Party nor any of its Subsidiaries nor any of their respective facilities or operations is subject
to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or
Environmental Liability that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect,
and (e) (i) there are no visible signs of release, spills, discharges, leaks or disposal (collectively referred to as “Releases”)
of Hazardous Materials at, upon, under or within any Real Property or any premises leased by the Loan Parties and/or their respective
Subsidiaries, (ii) there are no underground storage tanks or polychlorinated biphenyls on the Real Property or any premises leased
by the Loan Parties and/or their respective Subsidiaries, and (iii) no Hazardous Materials are present on any Real Property or
any premises leased by the Loan Parties and/or their respective Subsidiaries, excepting such quantities as are handled in accordance
with all applicable manufacturer’s instructions and governmental regulations and in proper storage containers and as are
necessary for the operation of the commercial business of the Loan Parties and their respective Subsidiaries or of their tenants.


 


4.12         Complete
Disclosure. All factual information taken as a whole (other than forward-looking information and projections and information
of a general economic nature and general information about the industry of any Loan Party or its Subsidiaries) furnished by or
on behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules
hereto or in the other Loan Documents or Parent’s Exchange Act filings) for purposes of or in connection with this Agreement
or the other Loan Documents, and all other such factual information taken as a whole (other than forward-looking information and
projections and information of a general economic nature and general information about the industry of any Loan Party or its Subsidiaries)
hereafter furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender will be, true and accurate,
in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state
any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of
the circumstances under which such information was provided. The Projections delivered to Agent on November 13, 2019 represent,
and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, Borrowers’
good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Subsidiaries’ future
performance for the periods covered thereby based upon assumptions believed by Borrowers to be reasonable at the time of the delivery
thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of
which are beyond the control of the Loan Parties and their Subsidiaries, and no assurances can be given that such Projections
will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts based on methods and
assumptions which Borrowers believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts,
and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated
results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all
respects.


 



    -85-


     


    

 





4.13         Patriot
Act. To the extent applicable, each Loan Party is in compliance, in all material respects, with the (a) Trading with the
Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle
B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (b) Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001, as amended) (the
“Patriot Act”).


 


4.14         Indebtedness.
Set forth on Schedule 4.14 to this Agreement is a true and complete list of all Indebtedness of each Loan Party and each
of its Subsidiaries outstanding immediately prior to the Closing Date ‎(other than unsecured Permitted Indebtedness outstanding
immediately prior to the Closing Date with respect to any ‎one transaction or a series of related transactions in an amount
not to exceed $100,000; provided, that all ‎such Permitted Indebtedness, in the aggregate, shall not exceed $250,000)
that is to remain outstanding immediately after giving effect to the closing hereunder on the Closing Date and such Schedule accurately
sets forth the aggregate principal amount of such Indebtedness as of the Closing Date.


 


4.15         Payment
of Taxes. Except as otherwise permitted under Section 5.5, all Tax returns and reports of each Loan Party and its
Subsidiaries required to be filed by any of them have been timely filed, and all Taxes shown on such Tax returns to be due and
payable and all other Taxes upon a Loan Party and its Subsidiaries and upon their respective assets, income, businesses and franchises
that are due and payable have been paid when due and payable. Each Loan Party and each of its Subsidiaries have made adequate
provision in accordance with GAAP for all Taxes not yet due and payable. No Borrower knows of any proposed Tax assessment against
a Loan Party or any of its Subsidiaries that is not being actively contested by such Loan Party or such Subsidiary diligently,
in good faith, and by appropriate proceedings; provided, that such reserves or other appropriate provisions, if any, as
shall be required in conformity with GAAP shall have been made or provided therefor.


 


4.16         Margin
Stock. Neither any Loan Party nor any of its Subsidiaries owns any Margin Stock or is engaged principally, or as one of
its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No part
of the proceeds of the Loans made to Borrowers will be used to purchase or carry any Margin Stock or to extend credit to others
for the purpose of purchasing or carrying any Margin Stock or for any purpose that violates the provisions of Regulation T, U
or X of the Board of Governors. Neither any Loan Party nor any of its Subsidiaries expects to acquire any Margin Stock.


 


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


 


4.18         OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws. No Loan Party or any of its Subsidiaries
is in violation of any Sanctions. No Loan Party nor any of its Subsidiaries nor, to the knowledge of such Loan Party, any director,
officer, employee, agent or Affiliate of such Loan Party or such Subsidiary (a) is a Sanctioned Person or a Sanctioned Entity,
(b) has any assets located in Sanctioned Entities, or (c) derives revenues from investments in, or transactions with Sanctioned
Persons or Sanctioned Entities. Each of the Loan Parties and its Subsidiaries has implemented and maintains in effect policies
and procedures designed to ensure compliance with all Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws. Each of the
Loan Parties and its Subsidiaries, and to the knowledge of each such Loan Party, each director, officer, employee, agent and Affiliate
of each such Loan Party and each such Subsidiary, is in compliance with all Sanctions, Anti-Corruption Laws and Anti-Money Laundering
Laws. No proceeds of any Loan made or Letter of Credit issued hereunder will be used to fund any operations in, finance any investments
or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity, or otherwise used in any manner that would
result in a violation of any Sanction, Anti-Corruption Law or Anti-Money Laundering Law by any Person (including any Lender, Bank
Product Provider, or other individual or entity participating in any transaction).


 



    -86-


     


    

 





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


 


4.20         Parent
as a Holding Company. Parent is a holding company and does not have any material liabilities (other than liabilities arising
under the Loan Documents and the Term Loan Documents or with respect to ordinary course Exchange Act compliance and corporate
governance), own any material assets (other than the Equity Interests of Borrowers) or engage in any operations or business (other
than the ownership of Borrowers and their Subsidiaries).


 


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


 


4.22         Eligible
Accounts. As to each Account that is identified by Borrowers as an Eligible Account in a Borrowing Base Certificate submitted
to Agent, such Account is (a) a bona fide existing payment obligation of the applicable Account Debtor created by the sale and
delivery of Inventory or the rendition of services to such Account Debtor in the ordinary course of a Borrower’s business,
(b) owed to a Borrower without any known defenses, disputes, offsets, counterclaims, or rights of return or cancellation, and
(c) not excluded as ineligible by virtue of one or more of the excluding criteria (other than any Agent-discretionary criteria)
set forth in the definition of Eligible Accounts.


 


4.23         Eligible Inventory. As to each item of Inventory that is identified by Borrowers as Eligible Inventory, Eligible
In-Transit Inventory, or Eligible R-22 Inventory in a Borrowing Base Certificate submitted to Agent, such Inventory is (a) of good
and merchantable quality, free from known defects, and (b) not excluded as ineligible by virtue of one or more of the excluding
criteria (other than any Agent-discretionary criteria) set forth in the definition of Eligible Inventory (in the case of Eligible
In-Transit Inventory, after giving effect to any exclusions therefrom specified in the definition of Eligible In-Transit Inventory).


 



    -87-


     


    

 





4.24         Location
of Inventory. Except as set forth in Schedule 4.24, the Inventory of the Loan Parties and their Subsidiaries is
not stored with a bailee, warehouseman, or similar party and is located only at, or in-transit between, the locations identified
on Schedule 4.24 to this Agreement (as such Schedule may be updated pursuant to Section 5.14).


 


4.25         Inventory Records. Each Loan Party keeps correct and accurate records itemizing and describing the type, quality,
and quantity of its and its Subsidiaries’ Inventory and the book value thereof.


 


4.26         Term
Loan Documents. Borrowers have delivered to Agent a complete and correct copy of the Term Loan Documents. The execution,
delivery and performance of each of the Term Loan Documents has been duly authorized by all necessary corporate or limited liability
company action on the part of each Borrower who is a party thereto. Each Term Loan Document is the legal, valid and binding obligation
of each Borrower who is a party thereto, enforceable against each such Borrower in accordance with its terms, in each case, except
(i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting
generally the enforcement of creditors' rights and (ii) the availability of the remedy of specific performance or injunctive or
other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought. Neither
Parent nor any Borrower is in default in the performance or compliance with any provisions thereof.


 


4.27         Hedge
Agreements. On each date that any Hedge Agreement is executed by any Hedge Provider, Borrower and each other Loan Party
satisfy all eligibility, suitability and other requirements under the Commodity Exchange Act (7 U.S.C. § 1, et seq., as in
effect from time to time) and the Commodity Futures Trading Commission regulations.


 


4.28         Material
Contracts. Set forth on Schedule 4.28 (as such Schedule may be updated from time to time in accordance herewith)
is a list of the Material Contracts of each Loan Party and its Subsidiaries as of the most recent date on which Parent provided
the Compliance Certificate pursuant to Section 5.1; provided, that Borrowers may amend Schedule 4.28 to add
additional Material Contracts so long as such amendment occurs by written notice to Agent on the date that Parent provides the
Compliance Certificate. Except for matters which, either individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect, each Material Contract (other than those that have expired at the end of their normal terms)
(a) is in full force and effect and is binding upon and enforceable against the applicable Loan Party or its Subsidiary and, to
Parent’s and each Borrower’s knowledge, each other Person that is a party thereto in accordance with its terms, (b)
has not been otherwise amended or modified (other than amendments or modifications permitted by Section 6.6(b)), and (c)
is not in default due to the action or inaction of the applicable Loan Party or its Subsidiary.


 


4.29         Non-Loan
Party Subsidiaries. No Subsidiary of Parent that is not a Loan Party owns any intellectual property that is material to
the business of the Loan Parties.


 


4.30         Immaterial
Subsidiaries. No Immaterial Subsidiary (a) owns any assets (other than assets of a de minimis nature), (b) has
any liabilities (other than liabilities of a de minimis nature), or (c) engages in any business activity.


 



    -88-


     


    

 





5.             AFFIRMATIVE COVENANTS.


 


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


 


5.1           Financial
Statements, Reports, Certificates. Borrowers (a) will deliver to Agent, with copies to each Lender, each of the financial
statements, reports, and other items set forth on Schedule 5.1 to this Agreement no later than the times specified therein,
(b) agree that no Subsidiary of a Loan Party will have a fiscal year different from that of Parent, (c) agree to maintain a system
of accounting that enables Borrowers to produce financial statements in accordance with GAAP, and (d) agree that they will, and
will cause each other Loan Party to, (i) keep a reporting system that shows all additions, sales, claims, returns, and allowances
with respect to their and their Subsidiaries’ sales, and (ii) maintain their billing systems and practices substantially
as in effect as of the Closing Date and shall only make material modifications thereto with notice to, and with the consent of,
Agent; provided that it is hereby agreed and acknowledged that the billing systems and practices of Aspen may be changed
to integrate and conform with the billing systems and practices of the other Borrowers.


 


5.2           Reporting.
Borrowers (a) will deliver to Agent (and if so requested by Agent, with copies for each Lender) each of the reports set forth
on Schedule 5.2 to this Agreement at the times specified therein, and (b) agree to use commercially reasonable efforts
in cooperation with Agent to facilitate and implement a system of electronic collateral reporting in order to provide electronic
reporting of each of the items set forth on such Schedule. Borrowers and Agent hereby agree that the delivery of the Borrowing
Base Certificate through the Agent’s electronic platform or portal, subject to Agent’s authentication process, by
such other electronic method as may be approved by Agent from time to time in its sole discretion, or by such other electronic
input of information necessary to calculate the Borrowing Base as may be approved by Agent from time to time in its sole discretion,
shall in each case be deemed to satisfy the obligation of Borrowers to deliver such Borrowing Base Certificate, with the same
legal effect as if such Borrowing Base Certificate had been manually executed by Borrowers and delivered to Agent.


 


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


 


5.4           Maintenance
of Properties. Each Loan Party will, and will cause each of its Subsidiaries to, maintain and preserve all of its assets
that are necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear, tear, casualty,
and condemnation and Permitted Dispositions excepted.


 


5.5           Taxes.
Each Loan Party will, and will cause each of its Subsidiaries to, pay in full before delinquency or before the expiration of any
extension period all Taxes imposed, levied, or assessed against it, or any of its assets or in respect of any of its income, businesses,
or franchises, other than Taxes not in excess of $50,000 outstanding at any time and other than to the extent that the validity
of such Tax is the subject of a Permitted Protest.


 


5.6           Insurance.


 


(a)           Each Loan Party will, and will cause each of its Subsidiaries to, at Borrowers’ expense, maintain insurance respecting
each of each Loan Party’s and its Subsidiaries’ assets wherever located, covering liabilities, losses or damages as
are customarily are insured against by other Persons engaged in same or similar businesses and similarly situated and located.
All such policies of insurance shall be with financially sound and reputable insurance companies reasonably acceptable to Agent
(it being agreed that, as of the Closing Date, the Loan Parties’ existing insurance providers as set forth in the certificates
of insurance delivered to Agent on or about the Closing Date shall be deemed to be reasonably acceptable to Agent) and in such
amounts as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated
and located and, in any event, in amount, adequacy, and scope reasonably satisfactory to Agent (it being agreed that the amount,
adequacy, and scope of the policies of insurance of Borrowers in effect as of the Closing Date are reasonably acceptable to Agent).
All property insurance policies are to be made payable to Agent for the benefit of Agent and the Lenders, as their interests may
appear, in case of loss, pursuant to a standard lender’s loss payable endorsement with a standard non-contributory “lender”
or “secured party” clause and are to contain such other provisions as Agent may reasonably require to fully protect
the Lenders’ interest in the Collateral and to any payments to be made under such policies. All certificates of property
and general liability insurance are to be delivered to Agent, with the lender’s loss payable and additional insured endorsements
in favor of Agent and shall provide for not less than thirty days (ten days in the case of non-payment) prior written notice to
Agent of the exercise of any right of cancellation. If any Loan Party or its Subsidiaries fails to maintain such insurance, Agent
may arrange for such insurance, but at Borrowers’ expense and without any responsibility on Agent’s part for obtaining
the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Notwithstanding
the foregoing, subject to the terms of the Intercreditor Agreement, if requested by the Loan Parties in writing within fifteen
(15) days after Agent’s receipt of any insurance proceeds or condemnation awards relating to any loss or destruction of Equipment
or Real Property, Loan Parties may use such proceeds or awards to repair or replace such Equipment or Real Property (and until
so used, the proceeds shall be held by Agent as cash Collateral) so long as (i) no Event of Default exists; (ii) such repair or
replacement is promptly undertaken and concluded within one hundred eighty (180) days from the date of receipt of such proceeds,
in accordance with plans satisfactory to Agent determined in good faith; (iii) replacement buildings are constructed on the sites
of the original casualties and are of comparable size, quality and utility to the destroyed buildings; (iv) the repaired or replaced
Collateral is free of Liens, other than Permitted Liens; and (v) Loan Parties comply with disbursement procedures for such repair
or replacement as Agent may reasonably require.


 



    -89-


     


    

 





(b)           Borrowers
shall give Agent prompt notice of any loss exceeding $250,000 covered by the casualty or business interruption insurance of any
Loan Party or its Subsidiaries. Upon the occurrence and during the continuance of an Event of Default, Agent shall have the sole
right to file claims under any property and general liability insurance policies in respect of the Collateral, to receive, receipt
and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases,
assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any
claims under any such insurance policies.


 


(c)           If
at any time the area in which any Real Property that is subject to a Mortgage is located is designated a “flood hazard area”
in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), obtain flood insurance
in such total amount and on terms that are satisfactory to Agent and all Lenders from time to time, and otherwise comply with
the Flood Laws or as is otherwise satisfactory to Agent and all Lenders.


 


5.7           Inspection.


 


(a)           Each
Loan Party will, and will cause each of its Subsidiaries to, permit Agent, any Lender, and each of their respective duly authorized
representatives or agents to visit any of its properties and inspect any of its assets or books and records, to examine and make
copies of its books and records, and to discuss its affairs, finances, and accounts with, and to be advised as to the same by,
its officers and employees (provided, that an authorized representative of a Borrower shall be allowed to be present) at
such reasonable times and intervals as Agent or any Lender, as applicable, may designate and, so long as no Default or Event of
Default has occurred and is continuing, with reasonable prior notice to Borrowers and during regular business hours, at Borrowers’
expense in accordance with the provisions of the Fee Letter, subject to the limitations set forth below in Section 5.7(c).


 



    -90-


     


    

 





(b)           Each Loan Party will, and will cause each of its Subsidiaries to, permit Agent and each of its duly authorized representatives
or agents to conduct field examinations, appraisals or valuations at such reasonable times and intervals as Agent may designate,
at Borrowers’ expense in accordance with the provisions of the Fee Letter, subject to the limitations set forth below in
Section 5.7(c).


 


(c)           So
long as no Event of Default shall have occurred and be continuing during a calendar year, Borrowers shall not be obligated to
reimburse Agent for more than (i) with respect to the first calendar year from and after the Closing Date, two (2) field examinations
in such calendar year, and for each calendar year thereafter, one (1) field examination in such calendar year (increasing to two
(2) field examinations if at any time during such calendar year Excess Availability is less than 20.0% of the Maximum Revolver
Amount), and (ii) two (2) inventory appraisals in such calendar year (increasing to three (3) inventory appraisals if at any time
during such calendar year Excess Availability is less than 20.0% of the Maximum Revolver Amount), in each case except for field
examinations and appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated) or any
field examinations and inventory appraisals conducted prior to the Closing Date. Additional field examinations and inventory appraisals
beyond those reimbursed pursuant to this Agreement may be permitted at Agent’s reasonable request and expense.


 


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


 


5.9           Environmental.


 


(a)           Each
Loan Party will, and will cause each of its Subsidiaries to, keep any property either owned or operated by any Loan Party or its
Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations
or liability evidenced by such Environmental Liens,


 


(b)           Each Loan Party will, and will cause each of its Subsidiaries to, ensure that the Real Property and all operations and businesses
conducted thereon remains in material compliance with all with Environmental Laws and such Loan Party will not, and will cause
its Subsidiaries not to, place or permit to be placed any Hazardous Materials on any Real Property except as permitted by applicable
law or appropriate Governmental Authorities,


 


(c)           Each
Loan Party will, and will cause each of its Subsidiaries to, establish and maintain a system to assure and monitor continued compliance
with all applicable Environmental Laws which system shall include periodic review of such compliance,


 


(d)           Each
Loan Party will, and will cause each of its Subsidiaries to, (i) employ in connection with the use of any Real Property appropriate
technology necessary to maintain material compliance with any applicable Environmental Laws and (ii) dispose of any and all Hazardous
Materials generated at the Real Property only at facilities and with carriers that maintain valid permits under RCRA and any other
applicable Environmental Laws. The Loan Parties shall, and shall cause their respective Subsidiaries to, use best efforts to obtain
certificates of disposal, such as hazardous waste manifest receipts, from all treatment, transport, storage or disposal facilities
or operators employed by such Loan Parties or their respective Subsidiaries in connection with the transport or disposal of any
Hazardous Materials generated at any Real Property,


 



    -91-


     


    

 





(e)           Each
Loan Party will, and will cause each of its Subsidiaries to, promptly notify Agent of any Release of which any Loan Party has
knowledge of a Hazardous Material in any reportable quantity from or onto any Real Property owned or operated by any Loan Party
or its Subsidiaries and take any Remedial Actions required to abate said release or otherwise to come into compliance, in all
material respects, with applicable Environmental Law,


 


(f)            Each
Loan Party will, and will cause each of its Subsidiaries to, promptly, but in any event within five Business Days of its receipt
thereof, provide Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against
any of the real or personal property of a Loan Party or its Subsidiaries, (ii) commencement of any Environmental Action or written
notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries, and (iii) written notice of a violation,
citation, or other administrative order from a Governmental Authority,


 


(g)           Each
Loan Party will, and will cause each of its Subsidiaries to, promptly forward to Agent copies of any request for information,
notification of potential liability, demand letter relating to potential responsibility with respect to the investigation or cleanup
of Hazardous Materials at any other site owned, operated or used by the Loan Parties and/or their respective Subsidiaries to dispose
of Hazardous Materials and shall continue to forward copies of correspondence between the applicable Loan Party or Subsidiary,
and the Governmental Authority regarding such claims to Agent until the claim is settled. The Loan Parties shall promptly forward
to Agent copies of all documents and reports concerning any Release or threat of Release of a reportable quantity of any Hazardous
Substances at the Real Property (any such event being hereinafter referred to as a “Hazardous Discharge”) that
the Loan Parties and/or their respective Subsidiaries are required to file under any Environmental Laws. Such information is to
be provided solely to allow Agent to protect Agent's security interest in and Lien on the Real Property and the Collateral.


 


(h)           Each
Loan Party will, and will cause each of its Subsidiaries to, respond promptly to any Hazardous Discharge or Environmental Action
and take all necessary Remedial Actions in order to safeguard the health of any Person and to avoid subjecting the Collateral
or Real Property to any Environmental Lien. If the Loan Parties shall fail to, or fail to cause their respective Subsidiaries
to, respond promptly to any Hazardous Discharge or Environmental Action or the Loan Parties shall fail to, or fail to cause their
respective Subsidiaries to, comply with any of the requirements of any Environmental Laws, Agent on behalf of Lenders may, but
without the obligation to do so, for the sole purpose of protecting Agent's interest in the Collateral: (A) give such notices
or (B) enter onto the Real Property (or authorize third parties to enter onto the Real Property) and take such actions as Agent
(or such third parties as directed by Agent) deem reasonably necessary or advisable, to clean up, remove, mitigate or otherwise
deal with any such Hazardous Discharge or Environmental Action. All reasonable costs and expenses incurred by Agent and Lenders
(or such third parties) in the exercise of any such rights, including any sums paid in connection with any judicial or administrative
investigation or proceedings, fines and penalties, together with interest thereon from the date expended at the Default Rate for
Base Rate Loans constituting Revolving Loans shall be paid upon demand by the Loan Parties, and until paid shall be added to and
become a part of the Obligations secured by the Liens created by the terms of this Agreement or any other agreement between Agent,
any Lender and the Loan Parties.


 


(i)            Promptly
upon the written request of Agent subsequent to a Hazardous Discharge, the Loan Parties shall provide Agent, at the Loan Parties’
sole expense, with an environmental site assessment or environmental audit report prepared by an environmental engineering firm
acceptable in the reasonable opinion of Agent, to assess with a reasonable degree of certainty the existence of a Hazardous Discharge
and the potential costs in connection with abatement, cleanup and removal of any Hazardous Materials found on, under, at or within
the Real Property. Any report or investigation of such Hazardous Discharge proposed and acceptable to an appropriate Governmental
Authority that is charged to oversee the clean-up of such Hazardous Discharge shall be acceptable to Agent. If such estimates,
individually or in the aggregate, exceed $100,000, Agent shall have the right to require Loan Parties to post a bond, letter of
credit or other security reasonably satisfactory to Agent to secure payment of these costs and expenses.


 



    -92-


     


    

 





(j)            The
Loan Parties shall defend and indemnify each Indemnified Person harmless from and against all loss, liability, damage and expense,
claims, costs, fines and penalties, including attorney's fees, suffered or incurred by Agent or Lenders under or on account of
any Environmental Laws, including the assertion of any Lien thereunder, with respect to any Hazardous Discharge, the presence
of any Hazardous Materials affecting the Real Property, whether or not the same originates or emerges from the Real Property or
any contiguous real estate, including any loss of value of the Real Property as a result of the foregoing except to the extent
such loss, liability, damage and expense is attributable to any Hazardous Discharge resulting from actions on the part of Agent
or any Lender. The Loan Parties’ obligations under this Section 5.9(j) shall arise upon the discovery of the presence
of any Hazardous Materials at the Real Property, whether or not any federal, state, or local environmental agency has taken or
threatened any action in connection with the presence of any Hazardous Materials. The Loan Parties’ obligation and the indemnifications
hereunder shall survive the termination of this Agreement. For the avoidance of doubt, this clause (j) shall be supplemental
to the provisions of Section 10.3.


 


(k)           For
purposes of Section 4.11 and 5.9, all references to Real Property shall be deemed to include all of Loan Parties’
and their respective Subsidiaries’ right, title and interest in and to its owned and leased premises.


 


5.10         Disclosure
Updates. Each Loan Party will, promptly and in no event later than five Business Days after obtaining knowledge thereof,
notify Agent if any written information, exhibit, or report furnished to Agent or the Lenders contained, at the time it was furnished,
any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein
not misleading in light of the circumstances in which made. The foregoing to the contrary notwithstanding, any notification pursuant
to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of
any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules
hereto.


 


5.11         Formation
of Subsidiaries. Each Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary, acquires
any direct or indirect Subsidiary after the Closing Date, within ten days of such event (or such later date as permitted by Agent
in its sole discretion) (a) cause such new Subsidiary (i) if such Subsidiary is a Domestic Subsidiary and Administrative Borrower
requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent
a Joinder to this Agreement, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together
with such other security agreements (including Mortgages with respect to any Real Property owned in fee of such new Subsidiary
with a fair market value of greater than $1,000,000), as well as appropriate financing statements (and with respect to all property
subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient
to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets, subject to the Intercreditor Agreement,
of such newly formed or acquired Subsidiary); (b) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement
(or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging
all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent;
provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Loan Party that
is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater
amount would result in material adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably
excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the
security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of
such Subsidiary), and (c) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one
or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution
and delivery of the applicable documentation referred to above (including policies of title insurance, flood certification documentation
or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or
instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.


 



    -93-


     


    

 





5.12         Further
Assurances. Each Loan Party will, and will cause each of the other Loan Parties to, at any time upon the reasonable request
of Agent, execute or deliver to Agent any and all financing statements, fixture filings, security agreements, pledges, assignments,
mortgages, deeds of trust, customary opinions of counsel, and all other documents (the “Additional Documents”)
that Agent may reasonably request in form and substance reasonably satisfactory to Agent, to create, perfect, and continue perfected
or to better perfect Agent’s Liens in all of the assets of each of the Loan Parties (whether now owned or hereafter arising
or acquired, tangible or intangible, real or personal) (other than any assets expressly excluded from the Collateral (as defined
in the Guaranty and Security Agreement) pursuant to Section 3 of the Guaranty and Security Agreement), to create and perfect
Liens in favor of Agent in any Real Property acquired by any other Loan Party with a fair market value in excess of $1,000,000,
and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents; provided,
that the foregoing shall not apply to any Subsidiary of a Loan Party that is a CFC if providing such documents would result in
material adverse tax consequences or the costs to the Loan Parties of providing such documents are unreasonably excessive (as
determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded
thereby. To the maximum extent permitted by applicable law, if any Borrower or any other Loan Party refuses or fails to execute
or deliver any reasonably requested Additional Documents within a reasonable period of time not to exceed 15 Business Days following
the request to do so, each Borrower and each other Loan Party hereby authorizes Agent to execute any such Additional Documents
in the applicable Loan Party’s name and authorizes Agent to file such executed Additional Documents in any appropriate filing
office. In furtherance of, and not in limitation of, the foregoing, each Loan Party shall take such actions as Agent may reasonably
request from time to time to ensure that the Obligations are guaranteed by the Guarantors and are secured by substantially all
of the assets of the Loan Parties, including all of the outstanding capital Equity Interests of Parent’s Subsidiaries (in
each case, other than with respect to any assets expressly excluded from the Collateral (as defined in the Guaranty and Security
Agreement) pursuant to Section 3 of the Guaranty and Security Agreement). Notwithstanding anything to the contrary contained
herein (including Section 5.11 hereof and this Section 5.12) or in any other Loan Document, (x) Agent shall not
accept delivery of any Mortgage from any Loan Party unless each of the Lenders has received 45 days prior written notice thereof
and Agent has received confirmation from each Lender that such Lender has completed its flood insurance diligence, has received
copies of all flood insurance documentation and has confirmed that flood insurance compliance has been completed as required by
the Flood Laws or as otherwise satisfactory to such Lender and (y) Agent shall not accept delivery of any joinder to any Loan
Document with respect to any Subsidiary of any Loan Party that is not a Loan Party, if such Subsidiary that qualifies as a “legal
entity customer” under the Beneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial Ownership Certification
in relation to such Subsidiary and Agent has completed its Patriot Act searches, OFAC/PEP searches and customary individual background
checks for such Subsidiary, the results of which shall be satisfactory to Agent.


 


5.13         Lender
Meetings. Parent will, within 90 days after the close of each fiscal year of Parent, at the request of Agent or of the
Required Lenders and upon reasonable prior notice, hold a meeting (at a mutually agreeable location and time or, at the option
of Agent, by conference call) with all Lenders who choose to attend such meeting at which meeting shall be reviewed the financial
results of the previous fiscal year and the financial condition of the Loan Parties and their Subsidiaries and the projections
presented for the current fiscal year of Parent. In addition, on a weekly basis from and after the Sale/Refinancing Process Start
Date (as defined in the Term Loan Agreement), the Loan Parties, their advisors, the CRO and the Investment Banker (as defined
in the Term Loan Agreement) shall participate in telephonic update calls with the Agent, the Lenders and their advisors concerning
the Sale/Refinancing Process (as defined in the Term Loan Agreement) and including disclosure of materials relating thereto reasonably
requested by the Agent and/or Lenders.


 



    -94-


     


    

 





5.14         Location
of Inventory; Chief Executive Office. Each Loan Party will, and will cause each of its Subsidiaries to, keep (a) their
Inventory only at the locations identified on Schedule 4.24 to this Agreement (provided that Borrowers may amend Schedule
4.24 to this Agreement so long as such amendment occurs by written notice to Agent not less than ten days prior to the date
on which such Inventory is moved to such new location and such new location is within the United States), and (b) their respective
chief executive offices only at the locations identified on Schedule 7 to the Guaranty and Security Agreement. Each Loan Party
will, and will cause each of its Subsidiaries to, use their commercially reasonable efforts to obtain Collateral Access Agreements
for each of the locations identified on Schedule 7 to the Guaranty and Security Agreement and Schedule 4.24 to this
Agreement.


 


5.15         OFAC;
Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws. Each Loan Party will, and will cause each of its Subsidiaries
to comply with all Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws. Each of the Loan Parties and its Subsidiaries
shall implement and maintain in effect policies and procedures designed to ensure compliance by the Loan Parties and their Subsidiaries
and their respective directors, officers, employees, agents and Affiliates with all Sanctions, Anti-Corruption Laws and Anti-Money
Laundering Laws.


 


5.16         Material
Contracts. Contemporaneously with the delivery of each Compliance Certificate pursuant to Section 5.1, Borrowers
will provide Agent with copies of (a) each Material Contract entered into since the delivery of the previous Compliance Certificate,
and (b) each material amendment or modification of any Material Contract entered into since the delivery of the previous Compliance
Certificate.


 


5.17         Compliance
with ERISA and the IRC. In addition to and without limiting the generality of Section 5.8, (a) comply in all material
respects with applicable provisions of ERISA and the IRC with respect to all Employee Benefit Plans, (b) without the prior written
consent of Agent and the Required Lenders, not take any action or fail to take action the result of which could result in a Loan
Party or ERISA Affiliate incurring a material liability to the PBGC or to a Multiemployer Plan (other than to pay contributions
or premiums payable in the ordinary course), (c) allow any facts or circumstances to exist with respect to one or more Employee
Benefit Plans that, in the aggregate, reasonably could be expected to result in a Material Adverse Effect, (d) not participate
in any prohibited transaction that could result in other than a de minimis civil penalty excise tax, fiduciary liability or correction
obligation under ERISA or the IRC, (e) operate each Employee Benefit Plan in such a manner that will not incur any material tax
liability under the IRC (including Section 4980B of the IRC), and (e) furnish to Agent upon Agent’s written request such
additional information about any Employee Benefit Plan for which any Loan Party or ERISA Affiliate could reasonably expect to
incur any material liability. With respect to each Pension Plan (other than a Multiemployer Plan) except as could not reasonably
be expected to result in liability to the Loan Parties, the Loan Parties and the ERISA Affiliates shall (i) satisfy in full and
in a timely manner, without incurring any late payment or underpayment charge or penalty and without giving rise to any Lien,
all of the contribution and funding requirements of the IRC and of ERISA, and (ii) pay, or cause to be paid, to the PBGC in a
timely manner, without incurring any late payment or underpayment charge or penalty, all premiums required pursuant to ERISA.


 



    -95-


     


    





 


5.18         Bank
Products. The Loan Parties shall establish their primary depository and treasury management relationships with Wells Fargo
or one or more of its Affiliates on or before the ninetieth (90th) day after the Closing Date (or such later date as
the Agent may agree to in its sole discretion). Following the date on which such depository and treasury management relationships
are established pursuant to the immediately preceding sentence, the Loan Parties shall (a) maintain such depository and treasury
management relationships at all times during the term of the Agreement and (b) deposit or cause to be deposited promptly all of
their Collections in a Controlled Account (as defined in the Guaranty and Security Agreement) at one of the Controlled Account
Banks (as defined in the Guaranty and Security Agreement) as required pursuant to the terms of the Guaranty and Security Agreement.


 


5.19         Credit
Enhancement. If Term Loan Agent or any Term Loan Lender (or any trustee or agent acting for or behalf of such holder,
lender, secured party or equivalent Person) receives any additional guaranty, any additional assets as collateral that do not
already constitute Collateral, letter of credit, or any other credit enhancement after the Closing Date, the Loan Parties shall
cause the same to be granted to the Lenders, subject to the terms of the Intercreditor Agreement.


 


5.20         Chief
Restructuring Officer. At all times from and after the two (2) week anniversary of the Closing Date (subject to the third
sentence of this Section 5.20), a representative of Grant Thornton LLP (or another firm acceptable to the Agent) shall serve as
Chief Restructuring Officer of the Loan Parties (the “CRO”). Parent and each Borrower hereby acknowledges and
agrees that (x) the CRO is authorized to cooperate fully with the Lenders and their advisors in connection with their ongoing
examination of the Loan Parties’ financial affairs, finances, financial condition, business and operations, and (y) neither
Parent nor any Borrower, nor any Subsidiary thereof, will terminate the CRO’s engagement or materially modify or reduce
the CRO’s role or responsibilities without the prior written consent of the Agent. In the event that, following the retention
of a CRO, the Borrowers’ LTM Adjusted EBITDA (as defined in the Term Loan Agreement) exceeds the greater of (x) 105% of
the minimum LTM Adjusted EBITDA (as defined in the Term Loan Agreement) and (y) $9.55 million for two consecutive quarterly reporting
periods, the Borrowers may, in their discretion and upon notice to the Lenders, terminate the CRO if the Borrowers reasonably
determine that the services of the CRO are no longer needed; provided, that no Default or Event of Default shall have occurred
or be continuing.


 


5.21         Term
Loan Milestones and Cooperation.


 


(a)                Parent
and the Borrowers shall provide written notice to Agent of a Trigger Event (as defined in the Term Loan Agreement) and of any
waiver, modification or extension of any milestone set forth in Section 6.16 of the Term Loan Agreement as promptly as
possible (but in any event within two (2) Business Days) after any such Trigger Event or any such waiver, modification or extension.


 


(b)               
Parent and the Borrowers shall deliver copies of any and all deliverables and notices (including, without limitation, Buyer
List (as defined in the Term Loan Agreement), draft and final versions of the CIM (as defined in the Term Loan Agreement), purchase
agreements, proposal letters, term sheets, and/or commitment letters) delivered to, and or received from, the Term Loan Agent or
any Term Loan Lender as promptly as possible (but in any event within two (2) Business Days) of delivery to the Term Loan Agent
and/or any Term Loan Lender in accordance with the terms of Section 6.16 of the Term Loan Agreement, which, in each case
shall be in form and substance satisfactory to the Agent.


 






    	 	-96-	 



     


    

 


5.22         Bi-Weekly Reporting; Monthly Lender Calls.


 


(a)               
On a bi-weekly basis thereafter (by 5:00 p.m. New York City time no later than the third (3rd) Business Day of
each second week), or on such other schedule as may be agreed to by the Term Loan Agent with respect to the Term Loan Documents
from time to time, furnish Agent and Lenders with a 13-week rolling cash flow forecast, which shall (i) show receipts and disbursements
of the Loan Parties projected through such period and (ii) commencing with the second such forecast and for each such forecast
thereafter, contain a comparison of the Loan Parties’ actual receipts and disbursements for the immediately preceding two-week
period or other applicable period to the projected receipts and disbursements for such period as set forth in the cash flow forecast
for such period (each such report, a “13-Week Cash Flow Forecast”). The Borrowers represent, warrant and covenant
that each cash flow forecast shall be, and when delivered has been, prepared in good faith based upon assumptions believed by the
Borrowers to be reasonable in light of current market conditions, it being acknowledged and agreed by Agent and the Lenders that
projections as to future events are inherently uncertain and are not a guarantee of financial performance and that actual results
may differ from projected results.


 


(b)                Concurrently
with the delivery of any 13-Week Cash Flow Forecast under the preceding clause (a), furnish Agent and Lenders with a bi-weekly
(or other applicable period) sales and inventory report, which shall (i) show, with respect to the Loan Parties on a consolidated
basis for the immediately preceding two-week or other applicable period, (x) sales by gas, including volumes and average pricing,
and (y) inventory by gas, including cost and pounds on hand, and (ii) otherwise be in form and substance, and with such detail,
as is reasonably acceptable to the Required Lenders (each such report, a “Sales/Inventory Report”; together
with the 13-Week Cash Flow Forecast, the “Bi-Weekly Reporting Package”).


 


(c)                All
deliverables required pursuant to clauses (a) and (b) above (i) shall be, unless otherwise required under Section 5.2,
made only at such times and in such terms as required by the Term Loan Lenders in accordance with the Term Loan Documents from
time to time, and (ii) shall not be deemed to supersede or amend the requirements set forth in Section 5.2 hereof in any
respect.


 


(d)                Not
later than the third (3rd) Business Day of each month, the Loan Parties shall cause their senior management to make
themselves available during normal business hours for a telephonic meeting with the Lenders and their advisors to discuss any
information regarding the Loan Parties’ business results and operations reasonably requested by the Lenders. In addition,
on a weekly basis from and after the Sale/Refinancing Process Start Date (as defined in the Term Loan Agreement), the Loan Parties,
their advisors, the CRO and the Investment Banker (as defined in the Term Loan Agreement) shall participate in telephonic update
calls with the Lenders and their advisors concerning the Sale/Refinancing Process (as defined in the Term Loan Agreement) and
including disclosure of materials relating thereto reasonably requested by the Lenders.


 


6.            
NEGATIVE COVENANTS.


 


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


 


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


 


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


 






    	 	-97-	 



     


    

 


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


 


(a)                Other
than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization,
or reclassify its Equity Interests, except for (i) any merger between Loan Parties; provided, that a Borrower must be the
surviving entity of any such merger to which it is a party and no merger may occur between Parent and any Borrower, (ii) any merger
between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving
entity of any such merger, and (iii) any merger between Subsidiaries of any Loan Party that are not Loan Parties,


 


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


 


(c)                suspend
or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or
in connection with a transaction permitted under Section 6.4, or


 


(d)               
change its classification/status for U.S. federal income tax purposes.


 


6.4          
Disposal of Assets. Other than Permitted Dispositions or transactions expressly permitted by Sections 6.3
or 6.9, each Loan Party will not, and will not permit any of its Subsidiaries to, convey, sell, lease, license, assign,
transfer, or otherwise dispose of any of its or their assets (including by an allocation of assets among newly divided limited
liability companies pursuant to a “plan of division”).


 


6.5           Nature
of Business. Each Loan Party will not, and will not permit any of its Subsidiaries to, make any material change in the
nature of its or their business as described in Parent’s existing Exchange Act filings or acquire any properties or assets
that are not reasonably related to the conduct of such business activities; provided, that the foregoing shall not prevent
any Loan Party and its Subsidiaries from engaging in any business that is reasonably related or ancillary to its or their business
or interfere with its existing business.


 


6.6           Prepayments, Payments of Certain Indebtedness and Amendments. Each Loan Party will not, and will not permit
any of its Subsidiaries to,


 


(a)           Except
in connection with Refinancing Indebtedness permitted by Section 6.1,


 


(i)            optionally
prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Loan Party or its Subsidiaries, other than (A)
the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, or (D) the Term
Loan Obligations in accordance with the Term Loan Agreement to the extent permitted by Section 6.6(a)(iii), or


 


(ii)            make
any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such
payment is not permitted at such time under the subordination terms and conditions, or


 






    	 	-98-	 



     


    

 


(iii)           make any payments (whether voluntary, scheduled or mandatory, or a prepayment, redemption, defeasance, purchase or acquisition)
with respect to the Term Loan Obligations, except for:


 


(A)             
any regularly scheduled payments or mandatory prepayments (including, without limitation, any mandatory payments on account
of “Excess Cash Flow” (as defined in the Term Loan Agreement as in effect on the Closing Date)) so long as (1) expressly
permitted under the Intercreditor Agreement, (2) no Default or Event of Default shall have occurred and be continuing or would
exist therefrom, (3) Excess Availability at all times during the thirty (30) consecutive days immediately preceding the date of
such payment or prepayment, calculated on a pro forma basis as if such payment or prepayment was made on the first day of
such period shall not be less than $12,000,000, and (4) on a pro forma basis, Average Excess Availability for the ninety
(90) consecutive day period immediately after giving effect to the making of such payment or prepayment shall not be less than
$12,000,000, and


 


(B)             
any other payments, prepayments, redemptions, defeasances, purchase or acquisitions so long as (1) expressly permitted under
the Intercreditor Agreement, (2) no Default or Event of Default shall have occurred and be continuing or would exist therefrom,
(3) Excess Availability at all times during the thirty (30) consecutive days immediately preceding the date of such payment, prepayment,
redemption, defeasance, purchase or acquisition, calculated on a pro forma basis as if such payment, prepayment, redemption,
defeasance, purchase or acquisition was made on the first day of such period shall not be less than $12,000,000, (4) on a pro
forma basis, Average Excess Availability for the ninety (90) consecutive day period immediately after giving effect to the
making of such payment, prepayment, redemption, defeasance, purchase or acquisition shall not be less than $12,000,000, and (5)
the Agent shall have, in its sole discretion, consented in writing to such payment, prepayment, redemption, defeasance, purchase
or acquisition.


 


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


 


(i)            any
agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the
Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, and (D) Indebtedness
permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness,


 


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


 


(iii)          any
Material Contract except to the extent that such amendment, modification, or change would not, individually or in the aggregate,
reasonably be expected to be materially adverse to the interests of the Lenders, or


 


(iv)          the
Term Loan Documents other than to the extent expressly permitted pursuant to the terms of the Intercreditor Agreement.


 






    	 	-99-	 



     


    

 


6.7          
Restricted Payments. Each Loan Party will not, and will not permit any of its Subsidiaries to, make any Restricted
Payment; provided, that so long as it is permitted by law,


 


(a)           so
long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrowers and their
Subsidiaries may make distributions to Parent for the sole purpose of allowing Parent to, and Parent shall use the proceeds thereof
solely to make distributions to former employees, officers, or directors of Parent (or any spouses, ex-spouses, or estates of
any of the foregoing) on account of redemptions of Equity Interests of Parent held by such Persons; provided, that the
aggregate amount of such redemptions made by Parent during the term of this Agreement plus the amount of Indebtedness
outstanding under clause (l) of the definition of Permitted Indebtedness, does not exceed $350,000 in the aggregate,


 


(b)         
so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Parent may make
distributions to former employees, officers, or directors of Parent (or any spouses, ex-spouses, or estates of any of the foregoing),
solely in the form of forgiveness of Indebtedness of such Persons owing to Parent on account of repurchases of the Equity Interests
of Parent held by such Persons; provided, that such Indebtedness was incurred by such Persons solely to acquire Equity Interests
of Parent, or


 


(c)          
Parent’s Subsidiaries may make distributions to Parent (i) in an amount sufficient to pay franchise taxes and other
fees required to maintain the legal existence of the Loan Parties and their Subsidiaries to the extent actually used by Parent
to pay such taxes, costs and expenses, and (ii) in an amount sufficient to pay out-of-pocket legal, accounting and filing
costs and other expenses in the nature of overhead in the ordinary course of business of the Loan Parties and their Subsidiaries,
in the case of clause (ii) in an aggregate amount not to exceed $3,000,000 in any fiscal year.


 


6.8           Accounting
Methods. Each Loan Party will not, and will not permit any of its Subsidiaries to, modify or change its fiscal year or
its method of accounting (other than as may be required to conform to GAAP or harmonize accounting methods among the Borrowers).


 


6.9          
Investments. Each Loan Party will not, and will not permit any of its Subsidiaries to, directly or indirectly,
make or acquire any Investment or incur any liabilities (including contingent obligations) for or in connection with any Investment
except for Permitted Investments.


 


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


 


(a)         
transactions (other than the payment of management, consulting, monitoring, or advisory fees) between such Loan Party or
its Subsidiaries, on the one hand, and any Affiliate of such Loan Party or its Subsidiaries, on the other hand, so long as such
transactions (i) are fully disclosed to Agent prior to the consummation thereof, if they involve one or more payments by such
Loan Party or its Subsidiaries in excess of $100,000 for any single transaction or series of related transactions, and (ii) are
no less favorable, taken as a whole, to such Loan Party or its Subsidiaries, as applicable, than would be obtained in an arm’s
length transaction with a non-Affiliate,


 


(b)         
any indemnity provided for the benefit of directors (or comparable managers) of a Loan Party or one of its Subsidiaries
so long as it has been approved by such Loan Party’s or such Subsidiary’s board of directors (or comparable governing
body) in accordance with applicable law,


 


(c)         
the payment of reasonable compensation, severance, or employee benefit arrangements to employees, officers, and outside
directors of a Loan Party or one of its Subsidiaries in the ordinary course of business and consistent with industry practice so
long as it has been approved by such Loan Party’s or such Subsidiary’s board of directors (or comparable governing
body) in accordance with applicable law,


 






    	 	-100-	 



     


    

 


(d)          
(i) transactions solely among the Loan Parties (other than Parent), and (ii) transactions solely among Subsidiaries of Loan
Parties that are not Loan Parties,


 


(e)          
transactions permitted by Section 6.3, Section 6.7, or Section 6.9, and


 


(f)          
agreements for the non-exclusive licensing of intellectual property, or distribution of products, in each case, among the
Loan Parties and their Subsidiaries for the purpose of the counterparty thereof operating its business, and agreements for the
assignment of intellectual property from any Loan Party or any of its Subsidiaries to any Loan Party.


 


6.11        
Use of Proceeds. Each Loan Party will not, and will not permit any of its Subsidiaries to, use the proceeds
of any Loan made hereunder for any purpose other than (a) on the Closing Date, (i) to repay, in full, the outstanding principal,
accrued interest, and accrued fees and expenses owing under or in connection with the Existing Credit Facility, (ii) to pay the
fees, costs, and expenses incurred in connection with this Agreement, the other Loan Documents, the Term Loan Documents, and the
transactions contemplated hereby and thereby, in each case, as set forth in the Disbursement Letter, and (iii) to pay a portion
of the amounts required to be paid by the Borrowers to the Term Loan Lender pursuant to the terms of the Term Loan Fourth Amendment
as set forth in the Disbursement Letter, and (b) thereafter, consistent with the terms and conditions hereof, for their lawful
and permitted purposes; provided that (x) no part of the proceeds of the Loans will be used to purchase or carry any such Margin
Stock or to extend credit to others for the purpose of purchasing or carrying any such Margin Stock or for any purpose that violates
the provisions of Regulation T, U or X of the Board of Governors, (y) no part of the proceeds of any Loan or Letter of Credit will
be used, directly or indirectly, to make any payments to a Sanctioned Entity or a Sanctioned Person, to fund any investments, loans
or contributions in, or otherwise make such proceeds available to, a Sanctioned Entity or a Sanctioned Person, to fund any operations,
activities or business of a Sanctioned Entity or a Sanctioned Person, or in any other manner that would result in a violation of
Sanctions by any Person, and (z) that no part of the proceeds of any Loan or Letter of Credit will be used, directly or indirectly,
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 Sanctions, Anti-Corruption Laws or Anti-Money Laundering Laws.


 


6.12        
Limitation on Issuance of Equity Interests. Except for the issuance or sale of Qualified Equity Interests
by Parent, each Loan Party will not, and will not permit any of its Subsidiaries to, issue or sell any of its Equity Interests.


 


6.13       
Inventory with Bailees. Each Borrower will not, and will not permit any of its Subsidiaries to, store its
Inventory at any time with a bailee, warehouseman, or similar party except as set forth on Schedule 4.24 (as such Schedule may
be amended in accordance with Section 5.14).


 


6.14        
Parent as Holding Company. Parent will not incur any material liabilities (other than liabilities arising
under the Loan Documents and the Term Loan Documents or with respect to ordinary course Exchange Act compliance and corporate governance),
own or acquire any material assets (other than the Equity Interests of the other Loan Parties) or engage itself in any operations
or business, except in connection with its ownership of the other Loan Parties and its rights and obligations under the Loan Documents.


 


6.15        
Employee Benefits. Parent and each Borrower will not, and will not permit any of its Subsidiaries to,


 


(a)           Terminate, or permit any ERISA Affiliate to terminate, any Pension Plan in a manner, or take any other action with respect
to any Pension Plan, which could reasonably be expected to result in any liability of any Loan Party or ERISA Affiliate to the
PBGC.


 






    	 	-101-	 



     


    

 


(b)          Fail to make, or permit any ERISA Affiliate to fail to make, full payment when due of all amounts which, under the provisions
of any Benefit Plan, agreement relating thereto or applicable law, any Loan Party or ERISA Affiliate is required to pay if such
failure could reasonably be expected to have a Material Adverse Effect.


 


(c)           Permit
to exist, or allow any ERISA Affiliate to permit to exist, any accumulated funding deficiency within the meaning of section 302
of ERISA or section 412 of the Code, whether or not waived, with respect to any Pension Plan which exceeds $250,000 with respect
to all Pension Plans in the aggregate.


 


(d)          Acquire,
or permit any ERISA Affiliate to acquire, an interest in any Person that causes such Person to become an ERISA Affiliate with
respect to a Loan Party or with respect to any ERISA Affiliate if such Person sponsors, maintains, or contributes to, or at any
time in the six-year period preceding such acquisition has sponsored, maintained, or contributed to, (i) any Pension Plan or (ii)
any Multiemployer Plan.


 


(e)          Contribute to or assume an obligation to contribute to, or permit any ERISA Affiliate to contribute to or assume an obligation
to contribute to, any Multiemployer Plan not set forth on Schedule 4.10.


 


(f)           Amend,
or permit any ERISA Affiliate to amend, a Pension Plan resulting in a material increase in current liability such that a Loan
Party or ERISA Affiliate is required to provide security to such Pension Plan under the IRC.


 


6.16          Non-Loan
Party Subsidiaries. Parent and each Borrower will not permit any of their respective Subsidiaries that are not Loan Parties
to own any Intellectual Property (as defined in the Guaranty and Security Agreement) that is material to the business of the Loan
Parties.


 


6.17          Acquisition
of Indebtedness. Neither Parent nor any Subsidiary of Parent shall purchase, tender for or otherwise acquire, directly
or indirectly, any interest in the outstanding Term Loan Obligations. Parent and Borrowers shall promptly cancel all Term Loan
Obligations so acquired by such Loan Parties or any of their Subsidiaries or Affiliates, and no Term Loan Obligations may be issued
in substitution or exchange for any such Term Loan Obligations.


 


6.18          Anti-Layering. Neither Parent nor any Subsidiary of Parent will create or incur any Indebtedness which is
subordinated or junior in right of payment to any other Indebtedness of the Loan Parties, unless such Indebtedness is also subordinated
or junior in right of payment, in the same manner and to the same extent, to the Obligations.


 


6.19          Immaterial
Subsidiaries. No Loan Party may permit any Immaterial Subsidiary to (a) own any assets (other than assets of a de
minimis nature), (b) have any liabilities (other than liabilities of a de minimis nature), or (c) engage in any
business activity.


 


7.            
FINANCIAL COVENANTS.


 


Each of Parent and each
Borrower covenants and agrees that, until the termination of all of the Commitments and the payment in full of the Obligations,
Parent and Borrowers will:


 


(a)          
Fixed Charge Coverage Ratio. Upon the occurrence and during the continuance of a Covenant Testing Period, have a
Fixed Charge Coverage Ratio, when measured on a trailing twelve (12) fiscal month basis as of the end of: (A) the last fiscal month
immediately preceding the occurrence of such Covenant Testing Period for which financial statements have most recently been delivered
pursuant to Section 5.1, and (B) each fiscal month for which financial statements are delivered pursuant to Section 5.1
during such Covenant Testing Period, in each case, of at least 1.0 to 1.0.


 






    	 	-102-	 



     


    

 


(b)         
Minimum Liquidity. At all times on and after the Closing Date, maintain Liquidity of no less than $5,000,000 (of
which at least $3,000,000 must be derived from Availability).


 


8.            
EVENTS OF DEFAULT.


 


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


 


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


 


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


 


(a)           
fails to perform or observe any covenant or other agreement contained in any of (i) Sections 3.6, 5.1, 5.2,
5.3 (solely if Parent or any Borrower is not in good standing in its jurisdiction of organization), 5.6, 5.7 (solely
if Parent or any Borrower refuses to allow Agent or its representatives or agents to visit its respective properties, inspect its
assets or books or records, examine and make copies of its books and records, or discuss its affairs, finances, and accounts with
officers and employees of any Borrower), 5.10, 5.11, 5.13, 5.14, 5.15, 5.17, 5.18,
5.20, 5.21 or 5.22 of this Agreement, (ii) Section 6 of this Agreement, (iii) Section 7 of this Agreement,
or (iv) Section 7 of the Guaranty and Security Agreement;


 


(b)          
fails to perform or observe any covenant or other agreement contained in any of Sections 5.3 (other than if Parent
or any Borrower is not in good standing in its jurisdiction of organization), 5.4, 5.5, 5.8, 5.12,
5.16, or 5.19 of this Agreement and such failure continues for a period of ten days after the earlier of (i) the
date on which such failure shall first become known to any officer of any Borrower, or (ii) the date on which written notice
thereof is given to Borrowers by Agent; or


 


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


 


8.3          
Judgments. If one or more judgments, orders, or awards for the payment of money involving an aggregate amount
of $500,000, or more (except to the extent fully covered (other than to the extent of customary deductibles) by insurance pursuant
to which the insurer has not denied coverage) is entered or filed against a Loan Party or any of its Subsidiaries, or with respect
to any of their respective assets, and either (a) there is a period of forty (40) consecutive days at any time after the entry
of any such judgment, order, or award during which (i) the same is not discharged, satisfied, vacated, or bonded pending appeal,
or (ii) a stay of enforcement thereof is not in effect, or (b) enforcement proceedings are commenced upon such judgment, order,
or award;


 






    	 	-103-	 



     


    

 


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


 


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


 


8.6          
Default Under Other Agreements. If there is (a) a default in one or more agreements to which a Loan Party
or any of its Subsidiaries is a party with one or more third Persons relative to a Loan Party’s or any of its Subsidiaries’
Indebtedness involving an aggregate amount of $500,000 or more, and such default (i) occurs at the final maturity of the obligations
thereunder, or (ii) results in a right by such third Person, irrespective of whether exercised, to accelerate the maturity of such
Loan Party’s or its Subsidiary’s obligations thereunder, (b) a default by a Loan Party or any of its Subsidiaries of
one or more Hedge Agreements to which a Loan Party or any of its Subsidiaries is a party, (c) a “Default” or an “Event
of Default” (or equivalent term) under the Term Loan Documents (and as defined therein), or (d) an enforcement notice delivered
by the Term Loan Agent pursuant to the terms of the Intercreditor Agreement;


 


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


 


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


 


8.9           Security
Documents. If the Guaranty and Security Agreement or any other Loan Document that purports to create a Lien, shall, for
any reason, fail or cease to create a valid and perfected and, (except to the extent of Permitted Liens which are non-consensual
Permitted Liens, permitted purchase money Liens or the interests of lessors under Capital Leases) first priority (with respect
to Revolving Credit Priority Collateral) or second priority (with respect to assets that do not constitute Revolving Credit Priority
Collateral) Lien on the Collateral covered thereby, except as a result of a disposition of the applicable Collateral in a transaction
permitted under this Agreement;


 


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


 


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


 






    	 	-104-	 



     


    

 


8.12         ERISA. The occurrence of any of the following events: (a) any Loan Party or ERISA Affiliate fails to make
full payment when due of all amounts which any Loan Party or ERISA Affiliate is required to pay as contributions, installments,
or otherwise to or with respect to a Pension Plan or Multiemployer Plan, and such failure could reasonably be expected to result
in liability in excess of $500,000, (b) an accumulated funding deficiency or funding shortfall in excess of $500,000 occurs or
exists, whether or not waived, with respect to any Pension Plan, individually or in the aggregate, (c) a Notification Event, which
could reasonably be expected to result in liability in excess of $500,000, either individually or in the aggregate, or (d) any
Loan Party or ERISA Affiliate completely or partially withdraws from one or more Multiemployer Plans and incurs Withdrawal Liability
in excess of $500,000 in the aggregate, or fails to make any Withdrawal Liability payment when due;


 


8.13        
Invalidity of Intercreditor Agreement. Any material provision of the Intercreditor Agreement shall for any
reason be revoked or invalidated, or otherwise cease to be in full force and effect, or any Person shall contest in any manner
the validity or enforceability thereof or deny that it has any further liability or obligation thereunder, or the Obligations,
for any reason shall not have the priority contemplated by this Agreement or the Intercreditor Agreement;


 


8.14        
Material Contracts. Any Material Contract is cancelled, terminated, amended, restated or otherwise modified
in a manner which has a Material Adverse Effect;


 


8.15        
Conduct of Business. If a Loan Party or any of its Subsidiaries is enjoined, restrained, or in any way prevented
by court order from continuing to conduct all or any material of the business affairs of Parent and its Subsidiaries, taken as
a whole; or


 


8.16         Material
Adverse Effect. Any change in Loan Parties’ results of operations or condition (financial or otherwise) which in
Agent’s Permitted Discretion has a Material Adverse Effect.


 


9.            
RIGHTS AND REMEDIES.


 


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


 


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


 


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


 


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


 






    	 	-105-	 



     


    

 


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


 


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


 


10.          
WAIVERS; INDEMNIFICATION.


 


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


 


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


 






    	 	-106-	 



     


    

 


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


 


11.          
NOTICES.


 


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


 


	If to any Loan Party:	c/o HUDSON TECHNOLOGIES COMPANY
	 	One Blue Hill Plaza, 14th Floor
	 	P.O. Box 1541
	 	Pearl River, NY 10965
	 	Attn: Brian F. Coleman, President, COO
	 	E-mail: bcoleman@hudsontech.com
	 	Fax No. (845) 512-6070



 






    	 	-107-	 



     


    

 


	with copies to:	WIGGIN AND DANA LLP
	 	Two Stamford Plaza
	 	281 Tresser Boulevard
	 	Stamford, CT 06901
	 	Attn:  Michael Grundei, Esq.
	 	E-mail: mgrundei@wiggin.com
	 	Fax No.:  (203) 363-7676
	 	 
	If to Agent:	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	100 Park Avenue, 14th Floor
	 	New York, NY 10017
	 	Attn: Loan Portfolio Manager
	 	Fax No.:  (855) 609-0580
	 	 
	with copies to:	MORGAN, LEWIS & BOCKIUS LLP
	 	101 Park Avenue
	 	New York, NY 10178
	 	Attn:  Marshall Stoddard, Jr., Esq.
	 	E-mail: marshall.stoddard@morganlewis.com
	 	Fax No.:  (212) 309-6001


 


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


 


12.          
CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.


 


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


 


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


 






    	 	-108-	 



     


    

 


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


 


(d)           EACH
OF PARENT AND EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL
COURTS LOCATED IN THE COUNTY OF NEW YORK AND THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
ANY LOAN DOCUMENTS, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT
IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN
ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT AGENT MAY OTHERWISE
HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES
IN THE COURTS OF ANY JURISDICTION.


 


(e)           NO
CLAIM MAY BE MADE BY ANY LOAN PARTY AGAINST THE AGENT, THE SWING LENDER, ANY OTHER LENDER, ISSUING BANK, OR ANY AFFILIATE, DIRECTOR,
OFFICER, EMPLOYEE, COUNSEL, REPRESENTATIVE, AGENT, OR ATTORNEY-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL,
PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING
OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY ACT, OMISSION, OR EVENT
OCCURRING IN CONNECTION THEREWITH, AND EACH LOAN PARTY HEREBY WAIVES, RELEASES, AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH
DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.


 






    	 	-109-	 



     


    

 


13.          
ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.


 


13.1          
Assignments and Participations.


 


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


 


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


 


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


 


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


 


                (A)          no assignment
may be made to (i) a Competitor, unless an Event of Default has occurred and is continuing under Section 8.1, 8.4
or 8.5, or (ii) a natural person,


 


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


 


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


 


                (D)           each partial
assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under
this Agreement,


 


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


 


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


 


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


 


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


 






    	 	-110-	 



     


    

 


(c)               
By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm
to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance,
such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties
or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (ii) such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance
or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto,
(iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (iv) such
Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action
under this Agreement, (v) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this
Agreement and the other Loan Documents as are delegated to Agent, by the terms hereof and thereof, together with such powers as
are reasonably incidental thereto, and (vi) such Assignee agrees that it will perform all of the obligations which by the terms
of this Agreement are required to be performed by it as a Lender.


 


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


 


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


 






    	 	-111-	 



     


    

 


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


 


(g)                Any
other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or
any portion of its rights under and interest in this Agreement to secure obligations of such Lender, including any pledge in favor
of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Bank or U.S. Treasury Regulation 31 CFR §203.24,
and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law; provided,
that no such pledge shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee
for such Lender as a party hereto.


 


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


 






    	 	-112-	 



     


    

 


(i)                  In
the event that a Lender sells participations in the Registered Loan, such Lender, as a non-fiduciary agent on behalf of Borrowers,
shall maintain (or cause to be maintained) a register on which it enters the name of all participants in the Registered Loans
held by it (and the principal amount (and stated interest thereon) of the portion of such Registered Loans that is subject to
such participations) (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing
the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and
each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any,
evidencing the same) may be effected only by the registration of such participation on the Participant Register. No Lender shall
have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any
information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under
any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan,
letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.
The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose
name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding
any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for
maintaining a Participant Register.


 


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


 


13.2        
Successors. This Agreement shall bind and inure to the benefit of the respective successors and assigns of
each of the parties; provided, that no Borrower may assign this Agreement or any rights or duties hereunder without the
Lenders’ prior written consent and any prohibited assignment shall be absolutely void ab initio. No consent to assignment
by the Lenders shall release any Borrower from its Obligations. A Lender may assign this Agreement and the other Loan Documents
and its rights and duties hereunder and thereunder pursuant to Section 13.1 and, except as expressly required pursuant to
Section 13.1, no consent or approval by any Borrower is required in connection with any such assignment.


 


14.              
AMENDMENTS; WAIVERS.


 


14.1          
Amendments and Waivers.


 


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


 


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


 


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


 






    	 	-113-	 



     


    

 


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


 


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


 


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


 


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


 


(vii)    
other than pursuant to the Intercreditor Agreement and as permitted by Section 15.11, release or contractually subordinate
Agent’s Lien in and to any of the Collateral,


 


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


 


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


 


(x)       
amend, modify, or eliminate any of the provisions of Section 2.4(b)(i), (ii) or (iii) or Section
2.4(e) or (f),


 


(xi)      
at any time that any Real Property is included in the Collateral, add, increase, renew or extend any Loan, Letter of Credit
or Commitment hereunder until the completion of flood due diligence, documentation and coverage as required by the Flood Laws or
as otherwise satisfactory to all Lenders, or


 


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


 


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


 


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


 


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


 






    	 	-114-	 



     


    

 


(c)               
No amendment, waiver, modification, elimination, or consent shall amend, without written consent of Agent, Borrowers and
the Supermajority Lenders, modify, or eliminate the definition of Borrowing Base or any of the defined terms (including the definitions
of Eligible Accounts, Eligible Inventory, Eligible In-Transit Inventory, and Eligible R-22 Inventory) that are used in such definition
to the extent that any such change results in more credit being made available to Borrowers based upon the Borrowing Base, but
not otherwise, or the definition of Maximum Revolver Amount, or change Section 2.1(c);


 


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


 


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


 


(f)                
Anything in this Section 14.1 to the contrary notwithstanding, (i) any amendment, modification, elimination, waiver,
consent, termination, or release of, or with respect to, any provision of this Agreement or any other Loan Document that relates
only to the relationship of the Lender Group among themselves, and that does not affect the rights or obligations of any Loan Party,
shall not require consent by or the agreement of any Loan Party, (ii) any amendment, waiver, modification, elimination, or consent
of or with respect to any provision of this Agreement or any other Loan Document may be entered into without the consent of, or
over the objection of, any Defaulting Lender other than any of the matters governed by Section 14.1(a)(i) through (iii)
that affect such Lender, and (iii) any amendment contemplated by Section 2.12(d)(iii) of this Agreement in connection with
a Benchmark Transition Event or an Early Opt-in Election shall be effective as contemplated by such Section 2.12(d)(iii)
hereof.


 


14.2        
Replacement of Certain Lenders.


 


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


 


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


 






    	 	-115-	 



     


    

 


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


 


15.              
AGENT; THE LENDER GROUP.


 


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


 






    	 	-116-	 



     


    

 


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


 


15.3        
Liability of Agent. None of the Agent-Related Persons shall (a) be liable for any action taken or omitted
to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated
hereby (except for its own gross negligence or willful misconduct), or (b) be responsible in any manner to any of the Lenders (or
Bank Product Providers) for any recital, statement, representation or warranty made by any Loan Party or any of its Subsidiaries
or Affiliates, or any officer or director thereof, contained in this Agreement or in any other Loan Document, or in any certificate,
report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement
or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any
other Loan Document, or for any failure of any Loan Party or its Subsidiaries or any other party to any Loan Document to perform
its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lenders (or Bank Product
Providers) to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the books and records or properties of any Loan Party or its Subsidiaries.
No Agent-Related Person shall have any liability to any Lender, and Loan Party or any of their respective Affiliates if any request
for a Loan, Letter of Credit or other extension of credit was not authorized by the applicable Borrower. Agent shall not be required
to take any action that, in its opinion or in the opinion of its counsel, may expose it to liability or that is contrary to any
Loan Document or applicable law or regulation.


 


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


 






    	 	-117-	 



     


    

 


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


 


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


 






    	 	-118-	 



     


    

 


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


 


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


 


15.9        
Successor Agent. Agent may resign as Agent upon 30 days (ten days if an Event of Default has occurred and
is continuing) prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and Borrowers (unless
such notice is waived by Borrowers or an Event of Default has occurred and is continuing under Section 8.1, 8.4 or
8.5) and without any notice to the Bank Product Providers. If Agent resigns under this Agreement, the Required Lenders shall
be entitled, with (so long as no Event of Default has occurred and is continuing) the consent of Borrowers (such consent not to
be unreasonably withheld, delayed, or conditioned), appoint a successor Agent for the Lenders (and the Bank Product Providers).
If, at the time that Agent’s resignation is effective, it is acting as Issuing Bank or the Swing Lender, such resignation
shall also operate to effectuate its resignation as Issuing Bank or the Swing Lender, as applicable, and it shall automatically
be relieved of any further obligation to issue Letters of Credit, or to make Swing Loans. If no successor Agent is appointed prior
to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders and Borrowers, a successor
Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the
Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders with (so long as
no Event of Default has occurred and is continuing) the consent of Borrowers (such consent not to be unreasonably withheld, delayed,
or conditioned). In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall
succeed to all the rights, powers, and duties of the retiring Agent and the term “Agent” shall mean such successor
Agent and the retiring Agent’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent’s
resignation hereunder as Agent, the provisions of this Section 15 shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the
date which is 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless
thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders
appoint a successor Agent as provided for above.


 






    	 	-119-	 



     


    

 


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


 


15.11       
Collateral Matters.


 


(a)               
The Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall
be deemed to authorize) Agent to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and
satisfaction in full by the Loan Parties and their Subsidiaries of all of the Obligations, (ii) constituting property being sold
or disposed of if a release is required or desirable in connection therewith and if Borrowers certify to Agent that the sale or
disposition is permitted under Section 6.4 (and Agent may rely conclusively on any such certificate, without further inquiry),
(iii) constituting property in which no Loan Party or any of its Subsidiaries owned any interest at the time Agent’s Lien
was granted nor at any time thereafter, (iv) constituting property leased or licensed to a Loan Party or its Subsidiaries
under a lease or license that has expired or is terminated in a transaction permitted under this Agreement, or (v) in connection
with a credit bid or purchase authorized under this Section 15.11. The Loan Parties and the Lenders hereby irrevocably
authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent, based
upon the instruction of the Required Lenders, to (a) consent to the sale of, credit bid, or purchase (either directly or indirectly
through one or more entities) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy
Code, including Section 363 of the Bankruptcy Code, (b) credit bid or purchase (either directly or indirectly through one or more
entities) all or any portion of the Collateral at any sale or other disposition thereof conducted under the provisions of the
Code, including pursuant to Sections 9-610 or 9-620 of the Code, or (c) credit bid or purchase (either directly or indirectly
through one or more entities) all or any portion of the Collateral at any other sale or foreclosure conducted or consented to
by Agent in accordance with applicable law in any judicial action or proceeding or by the exercise of any legal or equitable remedy.
In connection with any such credit bid or purchase, (i) the Obligations owed to the Lenders and the Bank Product Providers shall
be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims
being estimated for such purpose if the fixing or liquidation thereof would not impair or unduly delay the ability of Agent to
credit bid or purchase at such sale or other disposition of the Collateral and, if such contingent or unliquidated claims cannot
be estimated without impairing or unduly delaying the ability of Agent to credit bid at such sale or other disposition, then such
claims shall be disregarded, not credit bid, and not entitled to any interest in the Collateral that is the subject of such credit
bid or purchase) and the Lenders and the Bank Product Providers whose Obligations are credit bid shall be entitled to receive
interests (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations
so credit bid) in the Collateral that is the subject of such credit bid or purchase (or in the Equity Interests of the any entities
that are used to consummate such credit bid or purchase), and (ii) Agent, based upon the instruction of the Required Lenders,
may accept non-cash consideration, including debt and equity securities issued by any entities used to consummate such credit
bid or purchase and in connection therewith Agent may reduce the Obligations owed to the Lenders and the Bank Product Providers
(ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit
bid) based upon the value of such non-cash consideration; provided, that Bank Product Obligations not entitled to the application
set forth in Section 2.4(b)(iii)(J) shall not be entitled to be, and shall not be, credit bid, or used in the calculation
of the ratable interest of the Lenders and Bank Product Providers in the Obligations which are credit bid. Except as provided
above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y)
if the release is of all or substantially all of the Collateral, all of the Lenders (without requiring the authorization of the
Bank Product Providers), or (z) otherwise, the Required Lenders (without requiring the authorization of the Bank Product Providers).
Upon request by Agent or Borrowers at any time, the Lenders will (and if so requested, the Bank Product Providers will) confirm
in writing Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section
15.11; provided, that (1) anything to the contrary contained in any of the Loan Documents notwithstanding, Agent shall
not be required to execute any document or take any action necessary to evidence such release on terms that, in Agent’s
opinion, could expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien
without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations
or any Liens (other than those expressly released) upon (or obligations of Borrowers in respect of) any and all interests retained
by any Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Each Lender
further hereby irrevocably authorizes (and by entering into a Bank Product Agreement,
each Bank Product Provider shall be deemed to irrevocably authorize) Agent, at its
option and in its sole discretion, to subordinate (by contract or otherwise) any Lien granted to or held by Agent on any property
under any Loan Document (a) to the holder of any Permitted Lien on such property if such Permitted Lien secures purchase
money Indebtedness (including Capitalized Lease Obligations) which constitute Permitted Indebtedness and (b) to the extent
Agent has the authority under this Section 15.11 to release its Lien on such property. Notwithstanding the provisions of
this Section 15.11, the Agent shall be authorized, without the consent of any Lender and without the requirement that an
asset sale consisting of the sale, transfer or other disposition having occurred, to release any security interest in any building,
structure or improvement located in an area determined by the Federal Emergency Management Agency to have special flood hazards
provided that such building, structure or improvement has an immaterial fair market value.


 






    	 	-120-	 



     


    

 


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


 


15.12      
Restrictions on Actions by Lenders; Sharing of Payments.


 


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


 


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


 


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


 


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


 






    	 	-121-	 



     


    

 


15.15      
Concerning the Collateral and Related Loan Documents. Each member of the Lender Group authorizes and directs
Agent to enter into this Agreement and the other Loan Documents. Each member of the Lender Group agrees (and by entering into a
Bank Product Agreement, each Bank Product Provider shall be deemed to agree) that any action taken by Agent in accordance with
the terms of this Agreement or the other Loan Documents relating to the Collateral and the exercise by Agent of its powers set
forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the
Lenders (and such Bank Product Provider).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	-122-	 



     


    

 


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


 


16.          
WITHHOLDING TAXES.


 


16.1       
Payments. All payments made by any Loan Party under any Loan Document will be made free and clear of, and
without deduction or withholding for, any Taxes, except as otherwise required by applicable law, and in the event any deduction
or withholding of Taxes is required, the applicable Loan Party shall make the requisite withholding, promptly pay over to the applicable
Governmental Authority the withheld tax, and furnish to Agent as promptly as possible after the date the payment of any such Tax
is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Loan Parties. Furthermore, if
any such Tax is an Indemnified Tax or an Indemnified Tax is so levied or imposed, the Loan Parties agree to pay the full amount
of such Indemnified Taxes and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement,
any note, or Loan Document, including any amount paid pursuant to this Section 16.1 after withholding or deduction for or
on account of any Indemnified Taxes, will not be less than the amount provided for herein. The Loan Parties will promptly pay any
Other Taxes or reimburse Agent for such Other Taxes upon Agent's demand. The Loan Parties shall jointly and severally indemnify
each Indemnified Person (as defined in Section 10.3) (collectively a “Tax Indemnitee”) for the full amount
of Indemnified Taxes arising in connection with this Agreement or any other Loan Document or breach thereof by any Loan Party (including
any Indemnified Taxes imposed or asserted on, or attributable to, amounts payable under this Section 16) imposed on, or
paid by, such Tax Indemnitee and all reasonable costs and expenses related thereto (including fees and disbursements of attorneys
and other tax professionals), as and when they are incurred and irrespective of whether suit is brought, whether or not such Indemnified
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority (other than Indemnified Taxes and additional
amounts that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct
of such Tax Indemnitee). The obligations of the Loan Parties under this Section 16 shall survive the termination of this
Agreement, the resignation and replacement of the Agent, and the repayment of the Obligations.


 






    	 	-123-	 



     


    

 


16.2        
Exemptions.


 


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


 


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


 


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


 


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


 


(iv)     
if such Lender or Participant is entitled to claim that interest paid under this Agreement is exempt from United States
withholding tax because such Lender or Participant serves as an intermediary, a properly completed and executed copy of IRS Form
W-8IMY (including a withholding statement and copies of the tax certification documentation for its beneficial owner(s) of the
income paid to the intermediary, if required based on its status provided on the Form W-8IMY); or


 


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


 


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


 


(c)               
If a Lender or Participant claims an exemption from withholding tax in a jurisdiction other than the United States, such
Lender or such Participant agrees with and in favor of Agent and Borrowers, to deliver to Agent and Administrative Borrower (or,
in the case of a Participant, to the Lender granting the participation only) any such form or forms, as may be required under the
laws of such jurisdiction as a condition to exemption from, or reduction of, foreign withholding or backup withholding tax before
receiving its first payment under this Agreement, but only if such Lender or such Participant is legally able to deliver such forms,
or the providing of or delivery of such forms in the Lender's reasonable judgment would not subject such Lender to any material
unreimbursed cost or expense or materially prejudice the legal or commercial position of such Lender (or its Affiliates); provided,
further, that nothing in this Section 16.2(c) shall require a Lender or Participant to disclose any information that
it deems to be confidential (including its tax returns). Each Lender and each Participant shall provide new forms (or successor
forms) upon the expiration or obsolescence of any previously delivered forms and promptly notify Agent and Administrative Borrower
(or, in the case of a Participant, to the Lender granting the participation only) of any change in circumstances which would modify
or render invalid any claimed exemption or reduction.


 






    	 	-124-	 



     


    

 


(d)               
If a Lender or Participant claims exemption from, or reduction of, withholding tax and such Lender or Participant sells,
assigns, grants a participation in, or otherwise transfers all or part of the Obligations of Borrowers to such Lender or Participant,
such Lender or Participant agrees to notify Agent and Administrative Borrower (or, in the case of a sale of a participation interest,
to the Lender granting the participation only) of the percentage amount in which it is no longer the beneficial owner of Obligations
of Borrowers to such Lender or Participant. To the extent of such percentage amount, Agent and Administrative Borrower will treat
such Lender’s or such Participant’s documentation provided pursuant to Section 16.2(a) or 16.2(c) as
no longer valid. With respect to such percentage amount, such Participant or Assignee may provide new documentation, pursuant to
Section 16.2(a) or 16.2(c), if applicable. Borrowers agree that each Participant shall be entitled to the benefits
of this Section 16 with respect to its participation in any portion of the Commitments and the Obligations so long as such
Participant complies with the obligations set forth in this Section 16 with respect thereto.


 


(e)               
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 due diligence and reporting requirements of FATCA (including those contained
in Section 1471(b) or 1472(b) of the IRC, as applicable), such Lender shall deliver to Agent (or, in the case of a Participant,
to the Lender granting the participation only) at the time or times prescribed by law and at such time or times reasonably requested
by Agent (or, in the case of a Participant, the Lender granting the participation) such documentation prescribed by applicable
law (including as prescribed by Section 1471(b)(3)(C)(i) of the IRC) and such additional documentation reasonably requested by
Agent (or, in the case of a Participant, the Lender granting the participation) as may be necessary for Agent or Borrowers 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 (e), “FATCA” shall
include any amendments made to FATCA after the date of this Agreement.


 


16.3        
Reductions.


 


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


 


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


 






    	 	-125-	 



     


    

 


16.4        
Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified
Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event
of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties
(but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect
to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest
(other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the
Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties,
interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges
imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court
of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental
Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require
Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or
any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the
payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person
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 with respect to such Tax had never been paid.


 


17.          
GENERAL PROVISIONS.


 


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


 


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


 


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


 


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


 






    	 	-126-	 



     


    

 


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


 


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


 


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


 






    	 	-127-	 



     


    

 


17.8        
Revival and Reinstatement of Obligations. If any member of the Lender Group or any Bank Product Provider
repays, refunds, restores, or returns in whole or in part, any payment or property (including any proceeds
of Collateral) previously paid or transferred to such member of the Lender Group or such Bank Product Provider
in full or partial satisfaction of any Obligation or on account of any other obligation of any Loan Party
under any Loan Document or any Bank Product Agreement, because the payment, transfer, or the incurrence of the obligation
so satisfied is asserted or declared to be void, voidable, or otherwise recoverable under any law relating to creditors’
rights, including provisions of the Bankruptcy Code relating to fraudulent transfers, preferences, or other voidable or recoverable obligations
or transfers or to be subject to turn over pursuant to the Intercreditor Agreement (each, a “Voidable Transfer”),
or because such member of the Lender Group or Bank Product Provider elects to do so on the reasonable advice of its counsel
in connection with a claim that the payment, transfer, or incurrence is or may be a Voidable Transfer, then, as to any
such Voidable Transfer, or the amount thereof that such member of the Lender Group or Bank Product Provider elects to repay,
restore, or return (including pursuant to a settlement of any claim in respect thereof), and as to all reasonable costs, expenses,
and attorneys’ fees of such member of the Lender Group or Bank Product Provider related thereto, (i) the liability
of the Loan Parties with respect to the amount or property paid, refunded, restored, or returned will automatically and immediately
be revived, reinstated, and restored and will exist, and (ii) Agent’s Liens securing such liability shall be effective,
revived, and remain in full force and effect, in each case, as fully as if such Voidable Transfer had never been made.  If,
prior to any of the foregoing, (A) Agent’s Liens shall have been released or terminated, or (B) any provision of this Agreement
shall have been terminated or cancelled, Agent’s Liens, or such provision of this Agreement, shall be reinstated
in full force and effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge,
impair or otherwise affect the obligation of any Loan Party in respect of such liability or any Collateral securing such liability. This
provision shall survive the termination of this Agreement and the repayment in full of the Obligations.


 


17.9          
Confidentiality.


 


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


 






    	 	-128-	 



     


    

 


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


 


(c)               
Each Loan Party agrees that Agent may make materials or information provided by or on behalf of Borrowers hereunder (collectively,
“Borrower Materials”) available to the Lenders by posting the Communications on IntraLinks, SyndTrak or a substantially
similar secure electronic transmission system (the “Platform”). The Platform is provided “as is”
and “as available.” Agent does not warrant the accuracy or completeness of the Borrower Materials, or the adequacy
of the Platform and expressly disclaim liability for errors or omissions in the communications. No warranty of any kind, express,
implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party
rights or freedom from viruses or other code defects, is made by Agent in connection with the Borrower Materials or the Platform.
In no event shall Agent or any of the Agent-Related Persons have any liability to the Loan Parties, any Lender or any other person
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 Agent’s transmission of communications through the
Internet, except to the extent the liability of such person is found in a final non-appealable judgment by a court of competent
jurisdiction to have resulted from such person’s gross negligence or willful misconduct. Each Loan Party further agrees that
certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public
information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Loan Parties
shall be deemed to have authorized Agent and its Affiliates and the Lenders to treat Borrower Materials marked “PUBLIC”
or otherwise at any time filed with the SEC as not containing any material non-public information with respect to the Loan Parties
or their securities for purposes of United States federal and state securities laws. All Borrower Materials marked “PUBLIC”
are permitted to be made available through a portion of the Platform designated as “Public Investor” (or another similar
term). Agent and its Affiliates and the Lenders shall be entitled to treat any Borrower Materials that are not marked “PUBLIC”
or that are not at any time filed with the SEC as being suitable only for posting on a portion of the Platform not marked as “Public
Investor” (or such other similar term).


 


17.10      
Survival. All representations and warranties made by the Loan Parties in the Loan Documents and in the certificates
or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered
to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the
making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its
behalf and notwithstanding that Agent, Issuing Bank, or any Lender may have had notice or knowledge of any Default or Event of
Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force
and effect as long as the principal of, or any accrued interest on, any Loan or any fee or any other amount payable under this
Agreement is outstanding or unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or been
terminated.


 






    	 	-129-	 



     


    

 


17.11      
Patriot Act; Due Diligence. Each Lender that is subject to the requirements of the Patriot Act hereby notifies
the Loan Parties that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information
that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that
will allow such Lender to identify each Loan Party in accordance with the Patriot Act. In addition, Agent and each Lender shall
have the right to periodically conduct due diligence on all Loan Parties, their senior management and key principals and legal
and beneficial owners. Each Loan Party agrees to cooperate in respect of the conduct of such due diligence and further agrees that
the reasonable costs and charges for any such due diligence by Agent shall constitute Lender Group Expenses hereunder and be for
the account of Borrowers.


 


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


 


17.13       
Hudson Technologies as Agent for Borrowers. Each Borrower hereby irrevocably appoints Hudson Technologies
as the borrowing agent and attorney-in-fact for all Borrowers (the “Administrative Borrower”) which appointment
shall remain in full force and effect unless and until Agent shall have received prior written notice signed by each Borrower that
such appointment has been revoked and that another Borrower has been appointed Administrative Borrower. Each Borrower hereby irrevocably
appoints and authorizes the Administrative Borrower (a) to provide Agent with all notices with respect to Revolving Loans and Letters
of Credit obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and the other Loan
Documents (and any notice or instruction provided by Administrative Borrower shall be deemed to be given by Borrowers hereunder
and shall bind each Borrower), (b) to receive notices and instructions from members of the Lender Group (and any notice or instruction
provided by any member of the Lender Group to the Administrative Borrower in accordance with the terms hereof shall be deemed to
have been given to each Borrower), (c) to enter into Bank Product Provider Agreements on behalf of Borrowers and their Subsidiaries,
and (d) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Revolving Loans and Letters
of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It
is understood that the handling of the Loan Account and Collateral in a combined fashion, as more fully set forth herein, is done
solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers in the most efficient
and economical manner and at their request, and that Lender Group shall not incur liability to any Borrower as a result hereof.
Each Borrower expects to derive benefit, directly or indirectly, from the handling of the Loan Account and the Collateral in a
combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated
group. To induce the Lender Group to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to
indemnify each member of the Lender Group and hold each member of the Lender Group harmless against any and all liability, expense,
loss or claim of damage or injury, made against the Lender Group by any Borrower or by any third party whosoever, arising from
or incurred by reason of (i) the handling of the Loan Account and Collateral of Borrowers as herein provided, or (ii) the
Lender Group’s relying on any instructions of the Administrative Borrower, except that Borrowers will have
no liability to the relevant Agent-Related Person or Lender-Related Person under this Section 17.13 with respect to any
liability that has been finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence
or willful misconduct of such Agent-Related Person or Lender-Related Person, as the case may be.


 






    	 	-130-	 



     


    

 


17.14      
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, to the extent such liability is unsecured,
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:


 


(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 undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such
shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under
this Agreement or any other Loan Document; or


 


(iii)       
the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of
any EEA Resolution Authority.


 


17.15        Intercreditor
Agreement. Each Lender hereunder authorizes and instructs Agent to enter into the Intercreditor Agreement and acknowledges
(or is deemed to acknowledge) that a copy of the Intercreditor Agreement was delivered, or made available, to such Lender. Each
Lender hereby acknowledges that it has received and reviewed the Intercreditor Agreement. Each of the Lenders agrees to be bound
by the Intercreditor Agreement. Any reference in this Agreement or any other Loan Document to “first priority lien”
“or second priority” or words of similar effect in describing the Liens created hereunder or under any other Loan
Document shall be understood to refer to such priority as set forth in the Intercreditor Agreement. Nothing in this Section
17.15 shall be construed to provide that any Loan Party is a third party beneficiary of the provisions of the Intercreditor
Agreement or may assert any rights, defenses or claims on account of the Intercreditor Agreement or this Section 17.15
(other than as set forth in the last sentence hereof), and each Loan Party (x) agrees that nothing in the Intercreditor Agreement
is intended or shall impair the obligation of any Loan Party to pay the obligations under this Agreement, or any other Loan Document
as and when the same become due and payable in accordance with their respective terms, or to affect the relative rights of the
creditors with respect to any Loan Party or except as expressly otherwise provided in the Intercreditor Agreement as to a Loan
Party’s obligations, such Loan Party’s properties, and (y) if Agent shall enforce its rights or remedies in violation
of the terms of the Intercreditor Agreement, agrees that it shall not use such violation as a defense to any enforcement of remedies
otherwise made in accordance with the terms of this Agreement and the other Loan Documents by Agent or any Lender or assert such
violation as a counterclaim or basis for set-off or recoupment against Agent or any Lender and agrees to abide by the terms of
this Agreement and to keep, observe and perform the several matters and things herein intended to be kept, observed and performed
by it. In furtherance of the foregoing, notwithstanding anything to the contrary set forth herein, prior to the payment in full
of the Term Loan Obligations to the extent that any Loan Party is required to (i) give physical possession over any Term Loan
Priority Collateral to Agent under this Agreement or the other Loan Documents, such requirement to give possession shall be satisfied
if such Term Loan Priority Collateral is delivered to and held by the Term Loan Agent pursuant to the Intercreditor Agreement
and (ii) take any other action with respect to the Term Loan Priority Collateral or any proceeds thereof, including delivery of
such Collateral or proceeds thereof to Agent, such action shall be deemed satisfied to the extent undertaken by the Term Loan
Agent.


 






    	 	-131-	 



     


    

 


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


 


[Remainder of Page Intentionally Left
Blank; Signature Pages Follow.]


 






    	 	-132-	 



     


    

 


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


 


	 	PARENT:
	 	 
	 	HUDSON TECHNOLOGIES, INC.,
    a New York corporation




 


	 	By: 	/s/ Brian F. Coleman
	 	 	Name: Brian F. Coleman
	 	 	Title: President and Chief Operating Officer




 


	 	BORROWERS:
	 	 
	 	HUDSON TECHNOLOGIES COMPANY,
    a Tennessee corporation




 


	 	By: 	/s/ Brian F. Coleman
	 	 	Name: Brian F. Coleman
	 	 	Title: President and Chief Operating Officer




 


	 	HUDSON HOLDINGS,
    INC., a Nevada corporation




 


	 	By: 	/s/ Brian F. Coleman
	 	 	Name: Brian F. Coleman
	 	 	Title: President and Chief Operating Officer




 


	 	ASPEN REFRIGERANTS, INC., a Delaware corporation




 


	 	By: 	/s/ Brian F. Coleman
	 	 	Name: Brian F. Coleman
	 	 	Title: President and Chief Operating Officer




 


[Hudson Technologies – Signature Page
to Credit Agreement]




 









     

     


    

 


	 	WELLS FARGO BANK,
    NATIONAL ASSOCIATION, a national banking association, as Agent and as a Lender




 


	 	By: 	/s/ Victor Panasci
	 	 	Name: Victor Panasci
	 	 	Title: Its Authorized Signatory




 





[Hudson Technologies – Signature Page
to Credit Agreement]