Exhibit 10.1


 





 






 





 


CREDIT AGREEMENT


 


dated as of


 


May 25, 2018


 


among


 


FRANCESCA’S HOLDINGS CORPORATION


and its Subsidiaries Party Hereto,


 


the Lenders Party Hereto,


 


and


 


JPMORGAN CHASE BANK, N.A.,


as Administrative Agent


 





 






 


JPMORGAN CHASE BANK, N.A.,


as Sole Bookrunner and Sole Lead Arranger


 





 






 


ASSET BASED LENDING


 




     


     


    

 


Table
of Contents


 


	 	 	Page
	ARTICLE 1 Definitions	1
	Section 1.01	Defined Terms	1
	Section 1.02	Classification of Loans and Borrowings	36
	Section 1.03	Terms Generally	36
	Section 1.04	Accounting Terms; GAAP	37
	Section 1.05	Status of Obligations	37
	 	 	 
	ARTICLE 2 The Credits	37
	Section 2.01	Commitments	37
	Section 2.02	Loans and Borrowings	38
	Section 2.03	Requests for Borrowings	39
	Section 2.04	Protective Advances	39
	Section 2.05	Swingline Loans and Overadvances	40
	Section 2.06	Letters of Credit	42
	Section 2.07	Funding of Borrowings	48
	Section 2.08	Interest Elections	49
	Section 2.09	Termination and Reduction of Commitments; Increase in Revolving Commitments	50
	Section 2.10	Repayment and Amortization of Loans; Evidence of Debt	52
	Section 2.11	Prepayment of Loans	53
	Section 2.12	Fees	54
	Section 2.13	Interest	55
	Section 2.14	Alternate Rate of Interest; Illegality	56
	Section 2.15	Increased Costs	58
	Section 2.16	Break Funding Payments	60
	Section 2.17	Withholding of Taxes; Gross-Up	60
	Section 2.18	Payments Generally; Allocation of Proceeds; Sharing of Set-offs	64
	Section 2.19	Mitigation Obligations; Replacement of Lenders	67
	Section 2.20	Defaulting Lenders	68
	Section 2.21	Returned Payments	70
	Section 2.22	Banking Services and Swap Agreements	71
	 	 	 
	ARTICLE 3 Representations and Warranties	71
	Section 3.01	Organization; Powers	71
	Section 3.02	Authorization; Enforceability	71
	Section 3.03	Governmental Approvals; No Conflicts	71
	Section 3.04	Financial Condition; No Material Adverse Change	72
	Section 3.05	Properties	72
	Section 3.06	Litigation and Environmental Matters	72
	Section 3.07	Compliance with Laws and Agreements; No Default	73
	Section 3.08	Investment Company Status	73
	Section 3.09	Taxes	73


 




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	Section 3.10	ERISA	74
	Section 3.11	Disclosure	74
	Section 3.12	Material Agreements	74
	Section 3.13	Solvency	74
	Section 3.14	Insurance	75
	Section 3.15	Capitalization and Subsidiaries	75
	Section 3.16	Security Interest in Collateral	75
	Section 3.17	Employment Matters	76
	Section 3.18	Federal Reserve Regulations	76
	Section 3.19	Use of Proceeds	76
	Section 3.20	No Burdensome Restrictions	76
	Section 3.21	Anti-Corruption Laws and Sanctions	76
	Section 3.22	Common Enterprise	76
	Section 3.23	EEA Financial Institutions	77
	 	 	 
	ARTICLE 4 Conditions	77
	Section 4.01	Effective Date	77
	Section 4.02	Each Credit Event	80
	 	 	 
	ARTICLE 5 Affirmative Covenants	81
	Section 5.01	Financial Statements; Borrowing Base and Other Information	81
	Section 5.02	Notices of Material Events	86
	Section 5.03	Existence; Conduct of Business	87
	Section 5.04	Payment of Obligations	87
	Section 5.05	Maintenance of Properties	87
	Section 5.06	Books and Records; Inspection Rights	88
	Section 5.07	Compliance with Laws and Material Contractual Obligations	88
	Section 5.08	Use of Proceeds	89
	Section 5.09	Accuracy of Information	89
	Section 5.10	Insurance	90
	Section 5.11	Casualty and Condemnation	90
	Section 5.12	Appraisals	90
	Section 5.13	Depository Banks	91
	Section 5.14	Additional Collateral; Further Assurances	91
	 	 	 
	ARTICLE 6 Negative Covenants	92
	Section 6.01	Indebtedness	92
	Section 6.02	Liens	94
	Section 6.03	Fundamental Changes	96
	Section 6.04	Investments, Loans, Advances, Guarantees, and Acquisitions	97
	Section 6.05	Asset Sales	98
	Section 6.06	Sale and Leaseback Transactions	100
	Section 6.07	Swap Agreements	100
	Section 6.08	Restricted Payments; Certain Payments of Indebtedness	100
	Section 6.09	Transactions with Affiliates	101
	Section 6.10	Restrictive Agreements	102
	Section 6.11	Amendment of Material Documents	103
	Section 6.12	Reserved	103


 




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	Section 6.13	Financial Covenants	103
	 	 	 
	ARTICLE 7 Events of Default	103
	 	 	 
	ARTICLE 8 The Administrative Agent	107
	Section 8.01	Appointment	107
	Section 8.02	Rights as a Lender	107
	Section 8.03	Duties and Obligations	108
	Section 8.04	Reliance	108
	Section 8.05	Actions through Sub-Agents	108
	Section 8.06	Resignation	109
	Section 8.07	Non-Reliance	110
	Section 8.08	Reserved	111
	Section 8.09	Not Partners or Co-Venturers; Administrative Agent as Representative of the Secured Parties	111
	Section 8.10	Flood Laws	111
	 	 	 
	ARTICLE 9 Miscellaneous	112
	Section 9.01	Notices	112
	Section 9.02	Waivers; Amendments	114
	Section 9.03	Expenses; Indemnity; Damage Waiver	117
	Section 9.04	Successors and Assigns	120
	Section 9.05	Survival	124
	Section 9.06	Counterparts; Integration; Effectiveness; Electronic Execution	124
	Section 9.07	Severability	125
	Section 9.08	Right of Setoff	125
	Section 9.09	Governing Law; Jurisdiction; Consent to Service of Process	126
	Section 9.10	Waiver of Jury Trial	126
	Section 9.11	Headings	127
	Section 9.12	Confidentiality	127
	Section 9.13	Several Obligations; Nonreliance; Violation of Law	128
	Section 9.14	USA PATRIOT Act	128
	Section 9.15	Disclosure	128
	Section 9.16	Appointment for Perfection	129
	Section 9.17	Interest Rate Limitation	129
	Section 9.18	Marketing Consent	129
	Section 9.19	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	130
	Section 9.20	No Fiduciary Duty, Etc.	130
	 	 	 
	ARTICLE 10 Loan Guaranty	131
	Section 10.01	Guaranty	131
	Section 10.02	Guaranty of Payment	131
	Section 10.03	No Discharge or Diminishment of Loan Guaranty	132
	Section 10.04	Defenses Waived	133
	Section 10.05	Rights of Subrogation	133
	Section 10.06	Reinstatement; Stay of Acceleration	133
	Section 10.07	Information	133


 




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	Section 10.08	Termination	134
	Section 10.09	Taxes	134
	Section 10.10	Maximum Liability	134
	Section 10.11	Contribution	134
	Section 10.12	Liability Cumulative	135
	Section 10.13	Keepwell	136
	 	 	 
	ARTICLE 11 The Borrower Representative	136
	Section 11.01	Appointment; Nature of Relationship	136
	Section 11.02	Powers	136
	Section 11.03	Employment of Agents	136
	Section 11.04	Notices	137
	Section 11.05	Successor Borrower Representative	137
	Section 11.06	Execution of Loan Documents; Borrowing Base Certificate	137
	Section 11.07	Reporting	137


 


SCHEDULES:


 


	Commitment Schedule
	Schedule 3.05 – Properties
	Schedule 3.06 – Disclosed Matters
	Schedule 3.14 – Insurance
	Schedule 3.15 – Capitalization and Subsidiaries
	Schedule 6.01 – Existing Indebtedness
	Schedule 6.02 – Existing Liens
	Schedule 6.04 – Existing Investments
	Schedule 6.10 – Existing Restrictions


 


EXHIBITS:


 


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


 




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CREDIT AGREEMENT


 


This CREDIT AGREEMENT,
dated as of May 25, 2018 (as it may be amended or otherwise modified from time to time, this “Agreement”), is
among Francesca’s Holdings Corporation, a Delaware corporation, the other Loan Parties party hereto, the Lenders party hereto,
and JPMorgan Chase Bank, N.A., as the Administrative Agent.


 


The parties hereto
agree as follows:


 


ARTICLE
1


Definitions








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


 


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


 


“Account”
has the meaning assigned to such term in the Security Agreement, and includes any Credit Card Account.


 


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


 


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


 


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


 


“Administrative
Agent” means JPMorgan Chase Bank, N.A. (including its successors and assigns), in its capacity as administrative agent
for the Lenders hereunder.


 


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


 




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


 


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


 


“Aggregate
Revolving Commitment” means, at any time, the aggregate of the Revolving Commitments of all of the Lenders, as increased
or reduced from time to time pursuant to the terms and conditions hereof. As of the Effective Date, the Aggregate Revolving Commitment
is $50,000,000.


 


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


 


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


 


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


 


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


 




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“Applicable
Rate” means, for any day, with respect to any Loan, or with respect to the commitment fees payable hereunder, as the
case may be, the applicable rate per annum set forth below under the caption “Revolver ABR Spread”, “Revolver
Eurodollar Spread”, or “Commitment Fee Rate”, as the case may be, based upon the Fixed Charge Coverage Ratio
as of the most recent determination date, provided that until the delivery to the Administrative Agent, pursuant to Section 5.01,
of FHC’s consolidated financial information for its Fiscal Quarter ending November 3, 2018, the “Applicable Rate”
will be the applicable rates per annum set forth below in Category 1:


  


	Fixed Charge Coverage Ratio	 	Revolver ABR
 Spread	 	 	Revolver
 Eurodollar
 Spread	 	 	Commitment
 Fee Rate	 
	Category 1:	 	 	 	 	 	 	 	 	 	 	 	 
	Greater than 1.75 to 1.00	 	 	–0.50	%	 	 	1.25	%	 	 	0.20	%
	Category 2:	 	 	 	 	 	 	 	 	 	 	 	 
	Less than or equal to 1.75 to 1.00, but greater than 1.25 to 1.00	 	 	–0.25	%	 	 	1.50	%	 	 	0.20	%
	Category 3:	 	 	 	 	 	 	 	 	 	 	 	 
	Less than or equal to 1.25 to 1.00	 	 	0.00	%	 	 	1.75	%	 	 	0.20	%



 


For purposes of the foregoing, (a) the
Applicable Rate will be determined as of the end of each Fiscal Quarter of FHC based upon FHC’s annual or quarterly consolidated
financial statements delivered pursuant to Section 5.01 and (b) each change in the Applicable Rate resulting from
a change in the Fixed Charge Coverage Ratio will be effective during the period commencing on and including the date of delivery
to the Administrative Agent of such consolidated financial statements indicating such change and ending on the date immediately
preceding the effective date of the next such change, provided that the Fixed Charge Coverage Ratio will be deemed to be
in Category 3 at the option of the Administrative Agent or at the request of the Required Lenders if the Borrowers fail to deliver
the annual or quarterly consolidated financial statements required to be delivered by it pursuant to Section 5.01,
during the period from the expiration of the time for delivery thereof until such consolidated financial statements are delivered.


 


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


 


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


 


“Availability”
means, at any time, an amount equal to (a) the lesser of (i) the Aggregate Revolving Commitment or (ii) the Borrowing
Base, minus (b) the Aggregate Revolving Exposure (calculated, with respect to any Defaulting Lender, as if such Defaulting
Lender had funded its Applicable Percentage of all outstanding Borrowings), minus, (c) without duplication, Reserves.


 




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


 


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


 


“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 that is described in the
EU Bail-In Legislation Schedule.


 


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


 


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


 


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


 


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


 


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


 




    	Credit Agreement – Page 4




     


    

 


“Board”
means the Board of Governors of the Federal Reserve System of the U.S.


 


“Borrower”
or “Borrowers” means, individually or collectively, FCI, FSC, FWS, any other Person a party hereto as a Borrower,
and their respective successors and assigns.


 


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


 


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


 


“Borrowing
Base” means, at any time, the sum of (a) 90.0% of the face amount of the Borrowers’ Eligible Credit Card Accounts
at such time, plus (b) the lesser of (i) 85.0% of the Borrowers’ Eligible Inventory, at such time, valued
at the lower of cost or market value, determined on a first-in-first-out basis or (ii) the product of 90.0%, multiplied
by the Net Orderly Liquidation Value percentage by category identified in the most recent inventory appraisal ordered by the
Administrative Agent, multiplied by the Borrowers’ Eligible Inventory, valued at the lower of cost or market value,
determined on a first-in-first-out basis, plus (c) 90.0% of the Eligible Acquired Asset Amount that constitutes Credit
Card Accounts of a Borrower at such time, plus (d) the lesser of (i) 85.0% of the Eligible Acquired Asset Amount
that constitutes Inventory of a Borrower at such time or (ii) the product of 90.0% of the Eligible Acquired Asset Amount that
constitutes Inventory of a Borrower at such time, plus (e) the aggregate amount of cash held by the Administrative
Agent in a deposit account subject to a control agreement (in form and substance satisfactory to the Administrative Agent), minus
(f) Reserves, multiplied by the Net Orderly Liquidation Value percentage by category (or for categories of Inventory
that do not exist in such appraisal the most for comparable Inventory category in such appraisal) identified in the most recent
inventory appraisal ordered by the Administrative Agent. The Administrative Agent may, in its Permitted Discretion, reduce the
advance rates set forth above, adjust Reserves or reduce one or more of the other elements used in computing the Borrowing Base.


 


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


 


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


 


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


 


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


 




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“Capital Expenditures”
means, without duplication, any expenditure or commitment to expend money for any purchase or other acquisition of any asset that
would be classified as a fixed or capital asset on a consolidated balance sheet of FHC and its Subsidiaries prepared in accordance
with GAAP, excluding the purchase price of equipment purchased during such period to the extent the consideration therefor consists
of any combination of (a) used, obsolete, worn out, or surplus equipment traded in at the time of such purchase and (b) the
proceeds of a sale of used, obsolete, worn out, or surplus equipment, in each case, in the ordinary course of business.


 


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


 


“Change in
Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person
or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date
hereof) of Equity Interests representing more than 35.0% of the aggregate ordinary voting power represented by the issued and outstanding
Equity Interests of FHC on a fully diluted basis, (b) the acquisition of direct or indirect Control of FHC by any Person or
group, or (c) FHC ceases to own, free and clear of all Liens or other encumbrances, at least 100% of the outstanding voting
Equity Interests of the Borrowers on a fully diluted basis.


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


“Commitment”
means, with respect to each Lender, such Lender’s Revolving Commitment, together with the commitment of such Lender to acquire
participations in Protective Advances hereunder. The initial amount of each Lender’s Commitment is set forth on the Commitment
Schedule, or in the Assignment and Assumption pursuant to which such Lender has assumed its Commitment, as applicable.


 


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


 


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


 


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


 


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


 


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


 




    	Credit Agreement – Page 7




     


    

 


“Credit Card
Account” means an Account or any “payment intangible” (as defined in the UCC) together with all income, payments,
and proceeds thereof, owed by a major credit or debit card issuer (including Visa, MasterCard, American Express, and such other
issuers approved by the Administrative Agent) to a Borrower resulting from charges by a customer of such Borrower on credit or
debit cards issued by such issuer in connection with the sale of goods by such Borrower, or services performed by such Borrower,
in each case in the ordinary course of its business.


 


“Credit Exposure”
means, as to any Lender at any time, such Lender’s Revolving Exposure at such time.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Domestic
Subsidiary” means a Subsidiary organized under the laws of any state of the U.S., including the District of Columbia.


 




    	Credit Agreement – Page 8




     


    

 


“Dominion
Event Date” means (a) the date of the occurrence of any Event of Default or (b) any date on which Availability
is less than $6,000,000.


 


“Dominion
Period” means any period of time beginning on a Dominion Event Date and continuing through a Dominion Termination Date,
if any.


 


“Dominion
Termination Date” means, the first day after any period of one full fiscal month of the Borrowers occurring after a Dominion
Event Date, during which (a) no Event of Default exists and (b) the Availability on each day during such period exceeds
$6,000,000.


 


“EBITDAR”
means, for any period, Net Income for such period, plus (a) without duplication and to the extent deducted in determining
Net Income for such period, the sum of (i) Interest Expense for such period, (ii) income tax expense for such period,
(iii) all amounts attributable to depreciation and amortization expense for such period, (iv) Rentals, (v) any other
non-cash charges for such period (but excluding any non-cash charge in respect of an item that was included in Net Income in a
prior period), (vi) to the extent not in excess of 5.0% of the amount determined for any period of Net Income, plus
the amounts specified in clause (i) through clause (v) preceding, (A) any extraordinary, unusual or
non-recurring charges, expenses, and losses for such period, (B) cash expenses, costs, and charges incurred in connection
with closure of retail locations, (C) the cash amount of any fees, expenses, and charges related to the documentation and
closing of this Agreement or any other debt or equity issuance or offering, (D) the cash amount of any fees, expenses, and
charges related to the documentation and closing of any Permitted Acquisition (but excluding any payment of the purchase price
or other amount that constitutes any consideration paid in connection therewith) whether or not consummated, and (E) business
optimization expenses and other restructuring charges and reserves, minus (b) without duplication and to the extent
included in Net Income, any extraordinary gains and any non-cash items of income for such period, all calculated for the Loan Parties
on a consolidated basis in accordance with GAAP.


 


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


 


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


 




    	Credit Agreement – Page 9




     


    

 


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


 


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


 


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


 


“Eligible
Acquired Asset Amount” means 662⁄3% of the Eligible Acquired Asset Collateral that constitutes Credit Card Accounts
and Inventory (valued at the lower of cost or market value, determined on a first-in-first-out basis) as set forth in the consolidated
balance sheets of the relevant acquired entities (or, in the case of an asset acquisition, the seller’s balance sheet) as
of the date with respect to which the most recent Borrowing Base Certificate has been delivered, and applying eligibility and reserve
criteria consistent with those applied to Eligible Credit Accounts and Eligible Inventory.


 


“Eligible
Acquired Asset Collateral” means any Credit Card Accounts or Inventory (valued at the lower of cost or market value,
determined on a first-in-first-out basis) acquired by any Loan Party in a Permitted Acquisition that is not Eligible Credit Card
Accounts or Eligible Inventory, as applicable, solely because the Administrative Agent has not conducted a field examination or
has not received an Inventory appraisal with respect thereto. In the event any such Credit Card Accounts or Inventory are not the
subject of a field examination or Inventory appraisal within 90 days of the acquisition thereof, such Credit Card Accounts and
Inventory will, unless the Administrative Agent agrees otherwise, cease to be Eligible Acquired Asset Collateral.





 




    	Credit Agreement – Page 10




     


    

 


“Eligible
Credit Card Account” means at the time of any determination thereof, any Credit Card Account that satisfies the following
criteria at the time of creation and continues to meet such criteria at the time of such determination: such Credit Card Account
(i) is owned by a Borrower; (ii) has been earned by performance and represents the bona fide amount due to the applicable
Borrower from a credit card issuer or credit card processor, and in each case originated in the ordinary course of business of
the applicable Borrower; (iii) unless owed by Visa, MasterCard, American Express Company, or Discover, is acceptable to the
Administrative Agent in its Permitted Discretion; and (iv) is not ineligible for inclusion in the calculation of the Borrowing
Base pursuant to any of clause (a) through clause (m) following. Without limiting the foregoing, to qualify
as an Eligible Credit Card Account, a Credit Card Account must indicate no Person other than a Borrower as payee or remittance
party. In determining the amount to be so included, the face amount of a Credit Card Account will be reduced by, without duplication,
to the extent not reflected in such face amount or otherwise excluded below, (y) the amount of all accrued and actual discounts,
claims, credits or credits pending, promotional program allowances, price adjustments, finance charges, or other allowances (including
any amount that the applicable Borrower may be obligated to rebate to a customer, a credit card issuer or a credit card processor
pursuant to the terms of any agreement or understanding (written or oral)) and (z) the aggregate amount of all cash received
in respect of such Credit Card Account but not yet applied by the applicable Borrower to reduce the amount of such Credit Card
Account. Except as otherwise agreed by the Administrative Agent in its Permitted Discretion, a Credit Card Account will not be
and Eligible Credit Card Account if:


 


(a)       such
Credit Card Account does not constitute an Account or “payment intangible” (as defined in the UCC);


 


(b)       such
Credit Card Account has been outstanding for more than five Business Days from the date of the applicable sale to a customer of
a Borrower;


 


(c)       a
Borrower does not have good, valid, and marketable title, free and clear of any Lien to such Credit Card Account;


 


(d)       such
Credit Card Account is not subject to a first priority perfected Lien in favor of the Administrative Agent, for the benefit of
the Lenders (it being the intent that chargebacks in the ordinary course by such processors will not be deemed a violation of this
clause (b));


 


(e)       such
Credit Card Account is disputed, is with recourse, or is subject to a claim, counterclaim, offset, or chargeback that has been
asserted (to the extent of such claim, counterclaim, offset, or chargeback);


 


(f)       the
credit card issuer or the credit card processor with respect to such Credit Card Account has the right under certain circumstances
to require the applicable Borrower to repurchase such Credit Card Account from such credit card issuer or credit card processor;


 


(g)       such
Credit Card Account is due from a credit card issuer or credit card processor that has (i) applied for, suffered, or consented
to the appointment of any receiver, custodian, trustee, or liquidator of its assets, (ii) had possession of all or a material
part of its property taken by any receiver, custodian, trustee, or liquidator, (iii) filed, or had filed against it, any request
or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or voluntary
or involuntary case under any state or federal bankruptcy laws, (iv)  admitted in writing its inability, or is generally unable
to, pay its debts as they become due, (v) become insolvent, (vi) ceased operation of its business, or (vii) taken
any corporate action, legal proceedings, or other procedure or step is taken in relation to (A) the suspension of payments,
a moratorium of any indebtedness, winding up, dissolution, administration, or reorganization (by way of voluntary arrangements,
scheme of arrangement, or otherwise), (B) a composition, compromise, assignment, or arrangement with any creditor, (C) the
appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager, or other similar officer in
respect of such Account Debtor or any of their assets, or (D) enforcement of any Lien over any assets of such Account Debtor,
or any analogous procedure or step is taken in any jurisdiction;


 


(h)       such
Credit Card Account is not a valid, legally enforceable obligation of the applicable credit card issuer or credit card processor
with respect thereto;


 




    	Credit Agreement – Page 11




     


    

 


(i)       such
Credit Card Account does not conform to all representations, warranties, or other provisions in the Loan Documents relating to
Credit Card Accounts;


 


(j)       such
Credit Card Account is due from a credit card issuer or credit card processor that is not located in the U.S.;


 


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


 


(l)       such
Credit Card Account is evidenced by “chattel paper” (as defined in the UCC) or an “instrument” (as defined
in the UCC) of any kind unless such chattel paper or instrument is in the possession of the Administrative Agent, and to the extent
necessary or appropriate, endorsed to the Administrative Agent;


 


(m)       the
Administrative Agent determines, in its Permitted Discretion, and provides three days prior written notice to the Borrower Representative
that, such Credit Card Account is uncertain of collection or is otherwise unacceptable for inclusion as an Eligible Credit Card
Account.


 


In the event that a Credit Card Account
of a Borrower that was previously an Eligible Credit Card Account ceases to be an Eligible Credit Card Account, the applicable
Borrower or the Borrower Representative will notify the Administrative Agent thereof on and at the time of submission of the next
Borrowing Base Certificate.


 


“Eligible
Inventory” means, at any time, the Inventory of a Borrower other than Inventory:


 


(a)       that
is not subject to a first priority perfected Lien in favor of the Administrative Agent;


 


(b)       that
is subject to any Lien other than (i) a Lien in favor of the Administrative Agent and (ii) a Permitted Encumbrance that
does not have priority over the Lien in favor of the Administrative Agent;


 


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


 


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


 


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


 


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


 




    	Credit Agreement – Page 12




     


    

 


(g)       that
is not located in the U.S. or is in transit with a common carrier from vendors and suppliers;


 


(h)       that
is located in any location leased by such Borrower unless (i) the lessor has delivered to the Administrative Agent a Collateral
Access Agreement, (ii) a Reserve for rent, charges, and other amounts due or to become due with respect to such facility has
been established by the Administrative Agent, or (iii) the Administrative Agent has determined in its Permitted Discretion
that a Reserve for rent, charges, and other amounts due or to become due with respect to such facility is not warranted at such
time;


 


(i)       that
is located in any third party warehouse or is in the possession of a bailee (other than a third party processor) and is not evidenced
by a Document, unless (i) such warehouseman or bailee has delivered to the Administrative Agent a Collateral Access Agreement
and such other documentation as the Administrative Agent may require or (ii) an appropriate Reserve has been established by
the Administrative Agent in its Permitted Discretion;


 


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


 


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


 


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


 


(m)       that
is perishable;


 


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


 


(o)       that
is not reflected in a current perpetual inventory report of such Borrower;


 


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


 


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


 


(r)       that
the Administrative Agent determines in its Permitted Discretion, and provides three days prior written notice to the Borrower Representative,
is unacceptable for inclusion as Eligible Inventory.


 




    	Credit Agreement – Page 13




     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	Credit Agreement – Page 14




     


    

 


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


 


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


 


“Event of
Default” has the meaning assigned to such term in Article 7.


 


“Excluded
Subsidiary” means (a) any Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary and (b) any Domestic
Subsidiary all of whose assets consist of Capital Stock of one or more “controlled foreign corporations” within the
meaning of Section 957 of the Code.


 


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


 


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


 


“F-LLC”
means Francesca’s LLC, a Delaware limited liability company, and its successors and assigns.


 




    	Credit Agreement – Page 15




     


    

 


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


 


“FCI”
means Francesca’s Collections, Inc., a Texas corporation, and its successors and assigns.


 


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


 


“FHC”
means Francesca’s Holdings Corporation, a Delaware corporation, and its successors and assigns.


 


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


 


“Financial
Statement Reporting Frequency Change Period” means any period occurring between (a) the date of the earlier to occur
of (i) any Event of Default or (ii) Availability being less than $10,000,000 and (b) the date that for a period
of 30 consecutive days Availability has been equal to or greater than the $10,000,000 and no Event of Default has been in existence.


 


“Fiscal Quarter”
means each three fiscal month period of FHC based on the 4-5-4 retail fiscal calendar and ending on or about April 30, July 31,
October 31, or the Saturday closest to January 31 of each calendar year.


 


“Fiscal Year”
means the twelve fiscal month period of FHC ending on the Saturday closest to January 31 of each calendar year.


 


“Fixed Charge
Coverage Ratio” means, at any date, the ratio of (a) EBITDAR, minus Unfinanced Capital Expenditures, divided
by (b) Fixed Charges, all calculated for the period of twelve consecutive fiscal months ended on such date (or, if such
date is not the last day of a fiscal month, ended on the last day of the fiscal month most recently ended prior to such date).


 


“Fixed Charges”
means, for any period, without duplication, the sum of cash Interest Expense, plus Rentals paid in cash, plus prepayments
and scheduled principal payments on Indebtedness (excluding the Revolving Loans) actually made in cash, plus expenses for
taxes paid in cash, plus Restricted Payments paid in cash, plus Capital Lease Obligation payments, all calculated
for the Loan Parties on a consolidated basis in accordance with GAAP.


 


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


 




    	Credit Agreement – Page 16




     


    

 


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


 


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


 


“FSC”
means Francesca’s Services Corporation, a Texas corporation, and its successors and assigns.


 


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


 


“FWS”
means francescas.com, Inc., a Texas corporation, and its successors and assigns.


 


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


 


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


 


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


 


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


 


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


 


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


 




    	Credit Agreement – Page 17




     


    

 


“Immaterial
Subsidiary” means, at any time, a Subsidiary of Loan Party that has (a) total assets that are, together with the
total assets of all other Immaterial Subsidiaries and Excluded Subsidiaries in the aggregate, less than 5.0% of consolidated total
assets of FHC and its Subsidiaries and (b) total EBITDAR that is, together with the EBITDAR of all other Immaterial Subsidiaries
and Excluded Subsidiaries in the aggregate, less than 5.0% of consolidated total EBITDAR of FHC and its Subsidiaries.


 


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


 


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


 


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


 


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


 


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


 


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


 




    	Credit Agreement – Page 18




     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“IRS”
means the United States Internal Revenue Service.


 




    	Credit Agreement – Page 19




     


    

 


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


 


“Issuing Bank
Sublimits” means, as of the Effective Date, (i) $10,000,000, in the case of JPMCB and (ii) such amount as is
designated to the Administrative Agent and the Borrower Representative in writing by any other Issuing Bank; provided that
any Issuing Bank will be permitted at any time to increase or reduce its Issuing Bank Sublimit upon providing five days prior written
notice thereof to the Administrative Agent and the Borrower Representative.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	Credit Agreement – Page 20




     


    

 


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


 


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


 


“Loan Documents”
means, collectively, this Agreement, any promissory notes issued pursuant to this Agreement, any Letter of Credit applications,
the Collateral Documents, the Loan Guaranty, each Obligation Guaranty (if any), and all other agreements, instruments, documents,
and certificates identified in Section 4.01 executed and delivered to, or in favor of, the Administrative Agent or
any Lender and including all other pledges, powers of attorney, consents, assignments, contracts, notices, letter of credit agreements,
letter of credit applications, and any agreements between the Borrower Representative and the Issuing Bank regarding the Issuing
Bank’s Issuing Bank Sublimit or the respective rights and obligations between a Borrower and the Issuing Bank in connection
with the issuance of Letters of Credit. Any reference in this Agreement or any other Loan Document to a Loan Document will include
all appendices, exhibits, or schedules thereto, and all amendments, restatements, supplements, or other modifications thereto,
and will refer to this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes
operative.


 


“Loan Guarantor”
means (a) each Borrower at any time party hereto with respect to the Secured Obligations of the other Borrowers, (b) FHC,
(c) F-LLC, and (d) any other Loan Party at any time party hereto that is not a Borrower.


 


“Loan Guaranty”
means Article 10 of this Agreement.


 


“Loan Parties”
means, collectively, the Borrowers, the Loan Guarantors, any other Person that becomes a party to this Agreement pursuant to a
Joinder Agreement, and their respective successors and assigns, and the term “Loan Party” means any one of them or
all of them individually, as the context may require.


 




    	Credit Agreement – Page 21




     


    

 


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


 


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


 


“Material
Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more
Swap Agreements, of any one or more of the Loan Parties in an aggregate principal amount exceeding $5,000,000. For purposes of
determining Material Indebtedness, the “principal amount” of the obligations of the Loan Parties in respect of any
Swap Agreement at any time will be the maximum aggregate amount (giving effect to any netting agreements) that such Loan Party
would be required to pay if such Swap Agreement were terminated at such time.


 


“Maturity
Date” means May 25, 2023 or any earlier date on which the Commitments are reduced to zero or otherwise terminated pursuant
to the terms hereof.


 


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


 


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


 


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


 


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


 


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


 




    	Credit Agreement – Page 22




     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	Credit Agreement – Page 23




     


    

 


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


 


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


 


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


 


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


 


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


 


“Overnight
Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings
by U.S.-managed banking offices of depository institutions (as such composite rate are determined by the NYFRB as set forth on
its public website from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight bank funding
rate (from and after such date as the NYFRB commences to publish such composite rate).


 


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


 




    	Credit Agreement – Page 24




     


    

 


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


 


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


 


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


 


“Payment Condition”
is deemed to be satisfied in connection with a Restricted Payment, Permitted Investment, or Permitted Acquisition if:


 


(a)       no
Event of Default has occurred and is continuing or would result immediately after giving effect to such Restricted Payment, Permitted
Investment, or Permitted Acquisition;


 


(b)       immediately
after giving effect to and at all times during the 30-day period immediately prior to such Restricted Payment, Permitted Investment,
or Permitted Acquisition, and after giving effect to payment of all amounts due (other than Equity Interests of the applicable
Loan Party delivered to the seller(s) in any such Permitted Acquisition) in connection with such Restricted Payment, Permitted
Investment, or Permitted Acquisition as having been paid in cash at the time of making such Restricted Payment, Permitted Investment,
or Permitted Acquisition (other than Equity Interests of the applicable Loan Party delivered to the seller(s) in any such Permitted
Acquisition) the Borrowers have (i) (A) Availability calculated on a pro forma basis after giving effect to such Restricted
Payment, Permitted Investment, or Permitted Acquisition of not less than $10,000,000 and (B) a Fixed Charge Coverage Ratio
for the most recently completed Fiscal Quarter calculated on a pro forma basis after giving effect to such Restricted Payment,
Permitted Investment, or Permitted Acquisition of not less than 1.00 to 1.00 or (ii) Availability of greater than $20,000,000;
and


 


(c)       the
Borrower Representative has delivered to the Administrative Agent a certificate in form and substance reasonably satisfactory to
the Administrative Agent certifying as to the items described in clause (a) and clause (b) preceding and
attaching calculations in form and substance reasonably satisfactory to the Administrative Agent and the Lenders for clause (b),
as applicable.


 


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


 


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


 


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


 


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


 




    	Credit Agreement – Page 25




     


    

 


(c)       both
before and after giving effect to such Acquisition and the Loans (if any) requested to be made in connection therewith, each of
the representations and warranties in the Loan Documents is true and correct (except (i) any such representation or warranty
that relates to a specified prior date and (ii) to the extent the Lenders have been notified in writing by the Loan Parties
that any representation or warranty is not correct and the Lenders have explicitly waived in writing compliance with such representation
or warranty) and no Default exists, will exist, or would result therefrom;


 


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


 


(e)       [reserved]


 


(f)       if
such Acquisition is an acquisition of the Equity Interests of a Person, such Acquisition is structured so that the acquired Person
becomes a Wholly-Owned Subsidiary of a Borrower and a Loan Party pursuant to the terms of this Agreement;


 


(g)       if
such Acquisition is an acquisition of assets, such Acquisition is structured so that a Borrower acquires such assets;


 


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


 


(i)       if
such Acquisition involves a merger or a consolidation involving a Borrower or any other Loan Party or newly created Subsidiary
thereof, such Borrower, Loan Party, or newly created Subsidiary, as applicable, is the surviving entity;


 


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


 


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


 


(l)       all
actions required to be taken with respect to any newly acquired or formed Wholly-Owned Subsidiary of a Loan Party required under
Section 5.14 have been taken;


 


(m)      the
Payment Conditions must have been satisfied; and


 


(n)       the
Borrower Representative has delivered to the Administrative Agent the final executed material documentation relating to such Acquisition
within 15 Business Days following the consummation thereof.


 




    	Credit Agreement – Page 26




     


    

 


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


 


“Permitted
Encumbrances” means:


 


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


 


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


 


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


 


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


 


(e)       judgment
Liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article 7;


 


(f)       Liens
arising solely by virtue of any statutory or common law provision relating to a banker’s liens, rights of set-off, or similar
rights, including Liens of a collection bank on items in the course of collection arising under Section 4-208 of the UCC or any
similar Requirement of Law of any foreign jurisdiction, and Liens representing contractual rights of set-off (i) relating
to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness or (ii) relating
to pooled deposit or sweep accounts of any Loan Party to permit satisfaction of overdraft or similar obligations incurred in the
ordinary course of business of any Loan Party;


 


(g)       Liens
consisting of leases, licenses, or subleases granted by a Loan Party on its real property (in each case other than any lease required
to be accounted for in accordance with GAAP as a capital lease) do not, in the aggregate, materially impair the value of such real
property or materially interfere with the ordinary conduct of the business conducted and proposed to be conducted at such real
property;


 


(h)       Liens
on real property arising by reason of servicing agreements, development agreements, site plan agreements, and other similar encumbrances
incurred in the ordinary course of business and title defects or irregularities that are of a minor nature and that, in the aggregate,
do not interfere in any material respect with the ordinary conduct of the business of a Borrower or any Subsidiary;


 


(i)     
  Liens of landlords (i) arising by statute or, except with respect to Inventory, under any lease or related
contractual obligation entered into in the ordinary course of business, (ii) on fixtures and other movable tangible
property (excluding Inventory) located on the real property leased or subleased from such landlord;


 




    	Credit Agreement – Page 27




     


    

 


(j)       Liens
on real property disclosed by the title insurance policies with respect thereto, including easements, zoning restrictions, rights-of-way,
and similar encumbrances on real property imposed by law or arising in the ordinary course of business, and any replacement, extension,
or renewal of any such Lien; provided that such replacement, extension, or renewal Lien does not cover any property other
than the property that was subject to such Lien prior to such replacement, extension, or renewal; and provided, further,
that such Liens do not secure any Indebtedness, do not materially detract from the value of the affected property, are of a minor
nature and, in the aggregate, do not materially interfere with the ordinary conduct of the business of any Loan Party;


 


(k)       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;


 


(l)       Liens
solely on any cash earnest money deposits made by any Loan Party in connection with any letter of intent or purchase agreement
permitted hereunder; and


 


(m)     Liens
arising from precautionary UCC financing statement filings regarding operating leases;


 


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


 


“Permitted
Investments” means:


 


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


 


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


 


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


 


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


 




    	Credit Agreement – Page 28




     


    

 


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


 


“Permitted
Payment Restriction” means any consensual encumbrance or restriction (each, a “restriction”) on the ability
of any Subsidiary that is not a Loan Party (the “subject Subsidiary”) to pay dividends or make any other distributions
on its equity interest to FHC or any Subsidiary, which restriction satisfies all of the following conditions: (a) such restriction
becomes effective only upon the occurrence of (i) specified events under subject Subsidiary’s certificate of incorporation,
bylaws, other governing documents or any joint venture or similar agreements or (ii) an “event of default” with
respect to “Indebtedness” (as defined in the agreement governing such Indebtedness) that was incurred by the subject
Subsidiary in compliance with Section 6.01 and (b) such restriction would not materially impair the Borrowers’
ability to make scheduled payments of interest and principal payments on the Loans, as determined in good faith by the Board of
Directors of FHC, provided that the Borrower Representative will reasonably promptly notify the Administrative Agent from
time to time after any such determination is made.


 


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


 


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


 


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


 


“Prepayment
Event” means:


 


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


 


(b)       any
casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any
property or asset of any Loan Party with a fair value immediately prior to such event equal to or greater than $1,000,000;


 


(c)       the
issuance by FHC of any Equity Interests, or the receipt by FHC of any capital contribution; and


 


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


 


“Prime Rate”
means the rate of interest per annum publicly announced from time to time by JPMCB as its prime rate in effect at its principal
offices in New York City. Each change in the Prime Rate will be effective from and including the date such change is publicly announced
as being effective.


 




    	Credit Agreement – Page 29




     


    

 


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


 


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


 


“Purchase
Money Indebtedness” means Indebtedness for the purchase price or cost of construction, repair, or improvement of any
property.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Rentals”
means, for any period, the aggregate fixed amounts payable by the Loan Parties under any operating leases, calculated on a consolidated
basis for the Loan Parties for such period in accordance with GAAP.


 


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


 


“Required
Lenders” means, at any time, Lenders (other than Defaulting Lenders) having Credit Exposures and unused Commitments representing
at least 66.67% of the sum of the Aggregate Credit Exposure and unused Commitments at such time; provided that, as long
as there are fewer than three Lenders, Required Lenders will mean all Lenders.


 




    	Credit Agreement – Page 30




     


    

 


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


 


“Reserves”
means any and all reserves that the Administrative Agent deems necessary, in its Permitted Discretion, to maintain (including an
availability reserve, reserves for accrued and unpaid interest on the Secured Obligations, Banking Services Reserves, reserves
for rent at locations leased by any Loan Party (provided that any such reserve for rent for any retail location will be
limited to (a) except for the retail locations described in clause (b) following, the amount of rent and other
amounts then past due and owing under the applicable lease, excluding any amounts being disputed by a Borrower in good faith, and
(b) with respect to any retail location that is in a state that has applicable law that provides the landlord with a Lien
on any Collateral that has priority over the Lien in favor of the Administrative Agent in such Collateral, the greater of (i) the
book value of the Inventory at such location or (ii) an amount equal to three months of rent and other charges due or to become
due under the applicable lease), reserves for consignee’s, warehousemen’s, and bailee’s charges, reserves with
respect to gift cards issued, reserves for dilution of Credit Card Accounts, reserves for deposits received from customers, reserves
for Inventory shrinkage, reserves for customs charges and shipping charges related to any Inventory in transit, reserves for amounts
due with respect to royalties due on any Inventory sold, reserves for Swap Agreement Obligations, reserves for contingent liabilities
of any Loan Party, reserves for uninsured losses of any Loan Party, reserves for uninsured, underinsured, un-indemnified or under-indemnified
liabilities or potential liabilities with respect to any litigation, and reserves for taxes, fees, assessments, and other governmental
charges) with respect to the Collateral or any Loan Party.


 


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities, or other property) with respect to any
Equity Interests in FHC or any Subsidiary that is not a Wholly-Owned Subsidiary (including any stock repurchases), or any payment
(whether in cash, securities, or other property), including any sinking fund or similar deposit, on account of the purchase, redemption,
retirement, acquisition, cancellation, or termination of any such Equity Interests in FHC or any Subsidiary that is not a Wholly-Owned
Subsidiary or any option, warrant, or other right to acquire any such Equity Interests in FHC or any Subsidiary that is not a Wholly-Owned
Subsidiary.


 


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


 




    	Credit Agreement – Page 31




     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained
by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, (b) any Person
operating, organized, or resident in a Sanctioned Country, or (c) any Person owned or controlled by any such Person or Persons
described in clause (a) or clause (b) preceding.


 


“Sanctions”
means all economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by the U.S. government,
including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department
of State.


 


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


 


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


 


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


 




    	Credit Agreement – Page 32




     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Subordinated
Indebtedness” of a Person means any Indebtedness of such Person the payment of which is subordinated to payment of the
Secured Obligations pursuant to a subordination agreement or other written agreement in form and substance satisfactory to the
Administrative Agent.


 


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


 




    	Credit Agreement – Page 33




     


    

 


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


 


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


 


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


 


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


 


“Swingline
Commitment” means the amount set forth opposite JPMCB’s name on the Commitment Schedule as Swingline Commitment.


 


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


 


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


 


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


 


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


 




    	Credit Agreement – Page 34




     


    

 


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


 


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


 


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


 


“Unfinanced
Capital Expenditures” means, for any period, Capital Expenditures made during such period that are not financed from
the proceeds of any Indebtedness (other than the Revolving Loans; it being understood and agreed that, to the extent any Capital
Expenditures are financed with Revolving Loans, such Capital Expenditures will be deemed Unfinanced Capital Expenditures); provided
that expenditures that are accounted for as capital expenditures and that are actually paid for by a third party (excluding any
Loan Party or Subsidiary) and for which neither any Loan Party nor any Subsidiary has provided or is required to provide or incur,
directly or indirectly, any consideration or obligation to such third party or any other Person (whether before during or after
such period), including expenditures funded through tenants’ improvement allowances will not be included in Unfinanced Capital
Expenditures for purposes of determining the Fixed Charge Coverage Ratio for any period.


 


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


 


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


 


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


 


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


 


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


 


“Wholly-Owned
Subsidiary” means, with respect to any Person (the “applicable Person”), a subsidiary of the applicable Person,
all of the outstanding Equity Interests of which (other than director’s qualifying or other similar shares required pursuant
to any Requirement of Law) are owned by the applicable Person or another wholly owned (using the same guidelines as herein required)
subsidiary of the applicable Person.


 




    	Credit Agreement – Page 35




     


    

 


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


 


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


 


“Written Borrowing
Request” means a written request by the Borrower Representative for a Revolving Borrowing in accordance with Section 2.03,
in the form of Exhibit B or any other form approved by the Administrative Agent in its sole discretion.


 


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


 


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


 




    	Credit Agreement – Page 36




     


    

 


Section 1.04      Accounting
Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature will be construed
in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change
in GAAP or in the application thereof on the operation of any provision hereof and the Borrower Representative notifies the Administrative
Agent that the Borrowers request an amendment to any provision hereof to eliminate the effect of such change in GAAP or in the
application thereof (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment
to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or
in the application thereof, then such provision will be interpreted on the basis of GAAP as in effect and applied immediately before
such change has become effective until such notice has been withdrawn or such provision amended in accordance herewith.


 


Section 1.05      Status
of Obligations. In the event that any Borrower or any other Loan Party at any time issues or has outstanding any Subordinated
Indebtedness, such Borrower will take or cause such other Loan Party to take all such actions as are necessary to cause the Secured
Obligations to constitute senior indebtedness (however denominated) in respect of such Subordinated Indebtedness and to enable
the Administrative Agent and the Lenders to have and exercise any payment blockage or other remedies available or potentially available
to holders of senior indebtedness under the terms of such Subordinated Indebtedness. Without limiting the foregoing, the Secured
Obligations are hereby designated as “senior indebtedness” and as “designated senior indebtedness” and
words of similar import under and in respect of any indenture or other agreement or instrument under which such Subordinated Indebtedness
is outstanding and are further given all such other designations as are required under the terms of any such Subordinated Indebtedness
in order that the Lenders may have and exercise any payment blockage or other remedies available or potentially available to holders
of senior indebtedness under the terms of such Subordinated Indebtedness.


 


ARTICLE
2



 

The
Credits

 


Section 2.01      Commitments.
Subject to the terms and conditions set forth herein, each Lender severally (and not jointly) agrees to make Revolving Loans in
dollars to the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result
in (a) such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment or (b) the Aggregate
Revolving Exposure exceeding the lesser of (y) the Aggregate Revolving Commitment or (z) the Borrowing Base, subject
to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to
the terms of Section 2.04 and Section 2.05, by making immediately available funds available to the Administrative
Agent’s designated account, not later than 10:00 a.m., Chicago time. Within the foregoing limits and subject to the terms
and conditions set forth herein, the Borrowers may borrow, prepay, and reborrow Revolving Loans.


 







    	Credit Agreement – Page 37




     


    

  


Section 2.02      Loans
and Borrowings.


 


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


 


(b)       Subject
to Section 2.14, each Revolving Borrowing will be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower
Representative may request in accordance herewith, provided that all Borrowings made on the Effective Date must be made
as ABR Borrowings but may be converted into Eurodollar Borrowings in accordance with Section 2.08. Each Swingline Loan
will be an ABR Loan. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate
of such Lender to make such Loan (and in the case of an Affiliate, the provisions of Section 2.14, Section 2.15,
Section 2.16, and Section 2.17 will apply to such Affiliate to the same extent as to such Lender); provided
that any exercise of such option will not affect the obligation of the Borrowers to repay such Loan in accordance with the terms
of this Agreement.


 


(c)       At
the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing must be in an aggregate amount that is an
integral multiple of $500,000 and not less than $500,000. ABR Borrowings may be in any amount. Borrowings of more than one Type
and Class may be outstanding at the same time; provided that there will not at any time be more than a total of six Eurodollar
Borrowings outstanding.


 


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





 




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Section
2.03      Requests for Borrowings. To request a Borrowing, the Borrower Representative must
notify the Administrative Agent of such request either in writing by delivery of an executed Written Borrowing Request (delivered
by hand or facsimile), by telephone, or through Electronic System (if arrangements for doing so have been approved by the Administrative
Agent), not later than (y) in the case of a Eurodollar Borrowing, 10:00 a.m., Chicago time, three Business Days before the
date of the proposed Borrowing or (z) in the case of an ABR Borrowing, 12:00 noon, Chicago time, on the date of the proposed
Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement
as contemplated by Section 2.06(e) may be given not later than 9:00 a.m., Chicago time, on the date of such proposed
Borrowing. Each telephonic Borrowing Request will be irrevocable and must be confirmed promptly by hand delivery, facsimile, or
a communication through Electronic System to the Administrative Agent of a Written Borrowing Request executed by the Borrower
Representative. Each Borrowing Request must specify the following information in compliance with Section 2.02:


 


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


 


(b)       the
aggregate amount of the requested Borrowing;


 


(c)       the
date of such Borrowing, which must be a Business Day;


 


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


 


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


 


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


 


Section 2.04      Protective
Advances.


 


(a)       Subject
to the limitations set forth below, the Administrative Agent is authorized by the Borrowers and the Lenders, from time to time
in the Administrative Agent’s sole discretion (but will have absolutely no obligation), to make Loans to the Borrowers, on
behalf of all Lenders, that the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve
or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment
of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrowers
pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described
in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective
Advances”); provided that the aggregate amount of Protective Advances outstanding at any time will not at any
time exceed $2,500,000; provided, further, that the Aggregate Revolving Exposure after giving effect to the Protective
Advances being made will not exceed the Aggregate Revolving Commitment. Protective Advances may be made even if the conditions
precedent set forth in Section 4.02 have not been satisfied. The Protective Advances will be secured by the Liens in
favor of the Administrative Agent in and to the Collateral and will constitute Obligations hereunder. All Protective Advances will
be ABR Borrowings. The making of a Protective Advance on any one occasion will not obligate the Administrative Agent to make any
Protective Advance on any other occasion. The Administrative Agent’s authorization to make Protective Advances may be revoked
at any time by the Required Lenders. Any such revocation must be in writing and will become effective prospectively upon the Administrative
Agent’s receipt thereof. At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.02
have been satisfied, the Administrative Agent may request the Revolving Lenders to make a Revolving Loan to repay a Protective
Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b).


 




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


 


Section 2.05      Swingline
Loans and Overadvances.


 


(a)       The
Administrative Agent, the Swingline Lender, and the Revolving Lenders agree that in order to facilitate the administration of this
Agreement and the other Loan Documents, promptly after the Borrower Representative requests an ABR Borrowing, the Swingline Lender
may elect to have the terms of this Section 2.05(a) apply to such Borrowing Request by advancing, on behalf of the
Revolving Lenders and in the amount requested, same day funds to the Borrowers, on the date of the applicable Borrowing to the
Funding Account(s) (each such Loan made solely by the Swingline Lender pursuant to this Section 2.05(a) is referred
to in this Agreement as a “Swingline Loan”), with settlement among them as to the Swingline Loans to take place
on a periodic basis as set forth in Section 2.05(d). Each Swingline Loan will be subject to all the terms and conditions
applicable to other ABR Loans funded by the Revolving Lenders, except that all payments thereon will be payable to the Swingline
Lender solely for its own account. In addition, the Borrowers hereby authorize the Swingline Lender to, and the Swingline Lender
may, subject to the terms and conditions set forth herein (but without any further written notice required), not later than 1:00
p.m., Chicago time, on each Business Day, make available to the Borrowers by means of a credit to the Funding Account(s), the proceeds
of a Swingline Loan to the extent necessary to pay items to be drawn that Business Day on the Borrowers’ Deposit Account
ending in #4644; provided that, if on any Business Day there is insufficient borrowing capacity to permit the Swingline
Lender to make available to the Borrowers a Swingline Loan in the amount necessary to pay all items to be so drawn on such Deposit
Account on such Business Day, then the Borrowers will be deemed to have requested an ABR Borrowing pursuant to Section 2.03
in the amount of such deficiency to be made on such Business Day. The aggregate amount of Swingline Loans outstanding at any time
will not exceed $5,000,000. The Swingline Lender will not make any Swingline Loan if the requested Swingline Loan exceeds Availability
(before or after giving effect to such Swingline Loan). All Swingline Loans will be ABR Borrowings.


 




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(b)       Any
provision of this Agreement to the contrary notwithstanding, at the request of the Borrower Representative, the Administrative
Agent may in its sole discretion (but with absolutely no obligation) on behalf of the Revolving Lenders, (y) make Revolving
Loans to the Borrowers in amounts that exceed Availability (any such excess Revolving Loans are herein referred to collectively
as “Overadvances”) or (z) deem the amount of Revolving Loans outstanding to the Borrowers that are in excess
of Availability to be Overadvances; provided that no Overadvance will result in a Default due to the Borrowers’ failure
to comply with Section 2.01 for so long as such Overadvance remains outstanding in accordance with the terms of this
clause (b), but solely with respect to the amount of such Overadvance. In addition, Overadvances may be made even if
the condition precedent set forth in Section 4.02(c) has not been satisfied. All Overadvances will constitute ABR Borrowings.
The making of an Overadvance on any one occasion will not obligate the Administrative Agent to make any Overadvance on any other
occasion. The authority of the Administrative Agent to make Overadvances is limited to an aggregate amount not to exceed $1,000,000
at any time, no Overadvance may remain outstanding for more than 30 days, and no Overadvance will cause any Revolving Lender’s
Revolving Exposure to exceed its Revolving Commitment; provided that, the Required Lenders may at any time revoke the Administrative
Agent’s authorization to make Overadvances. Any such revocation must be in writing and will become effective prospectively
upon the Administrative Agent’s receipt thereof.


 


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


 


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


 




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Section 2.06      Letters
of Credit.


 


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


 




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(b)       Notice
of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal, or extension of an outstanding Letter of Credit), the Borrower Representative must deliver by hand or facsimile (or transmit
through Electronic Systems, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative
Agent (reasonably in advance of, but in any event no less than three Business Days prior to the requested date of issuance, amendment,
renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended,
renewed, or extended, and specifying the date of issuance, amendment, renewal, or extension (which must be a Business Day), the
date on which such Letter of Credit is to expire (which must comply with Section 2.06(c)), the amount of such Letter
of Credit, the name and address of the beneficiary thereof, and such other information as is necessary to prepare, amend, renew,
or extend such Letter of Credit. If requested by the Issuing Bank, the applicable Borrower will also submit a letter of credit
application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit
will be issued, amended, renewed, or extended only if (and upon issuance, amendment, renewal, or extension of each Letter of Credit
the Borrowers will be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal, or extension
(i) the aggregate LC Exposure does not exceed $10,000,000, (ii) the aggregate Standby LC Exposure does not exceed $10,000,000,
(iii) the aggregate Commercial LC Exposure does not exceed $10,000,000, (iv) no Revolving Lender’s Revolving Exposure
exceeds its Revolving Commitment, and (v) the Aggregate Revolving Exposure does not exceed the lesser of (A) the Aggregate
Revolving Commitment or (B) the Borrowing Base. Notwithstanding the foregoing or anything to the contrary contained herein,
no Issuing Bank will be obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding
LC Exposure in respect of all Letters of Credit issued by such Person and its Affiliates would exceed such Issuing Bank’s
Issuing Bank Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, it is understood
and agreed that the Borrower Representative may from time to time request that an Issuing Bank issue Letters of Credit in excess
of its individual Issuing Bank Sublimit in effect at the time of such request, and each Issuing Bank agrees to consider any such
request in good faith. Any Letter of Credit so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit then
in effect will nonetheless constitute a Letter of Credit for all purposes of the Credit Agreement, and will not affect the Issuing
Bank Sublimit of any other Issuing Bank, subject to the limitations on the aggregate LC Exposure set forth in clause (i)
of this Section 2.06(b).


 




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


 


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


 


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


 




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


 




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


 


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


 


(i)          Replacement
of the Issuing Bank.


 


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


 




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


 


(j)          Cash
Collateralization. If any Event of Default occurs and is continuing, on the Business Day that the Borrower Representative receives
notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving
Lenders with LC Exposure representing greater than 50.0% of the aggregate LC Exposure) demanding the deposit of cash collateral
pursuant to this paragraph, the Borrowers will deposit in an account with the Administrative Agent, in the name of the Administrative
Agent and for the benefit of the Revolving Lenders (the “LC Collateral Account”), an amount in cash equal to
105% of the amount of the LC Exposure as of such date, plus accrued and unpaid interest thereon; provided that, the
obligation to deposit such cash collateral will become effective immediately, and such deposit will become immediately due and
payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower described
in clause (h) or clause (i) of Article 7; and provided, further, that any such
notice received by the Borrower Representative after 2:00 p.m. (Chicago time) will be deemed to have been received on the next
succeeding Business Day. Such deposit will be held by the Administrative Agent as collateral for the payment and performance of
the Secured Obligations. The Administrative Agent will have exclusive dominion and control, including the exclusive right of withdrawal,
over the LC Collateral Account and the Borrowers hereby grant the Administrative Agent a security interest in the LC Collateral
Account and all money or other assets on deposit therein or credited thereto. Other than any interest earned on the investment
of such deposits, which investments will be made at the option and sole discretion of the Administrative Agent and at the Borrowers’
risk and expense, such deposits will not bear interest. Interest or profits, if any, on such investments will accumulate in the
LC Collateral Account. Moneys in the LC Collateral Account will be applied by the Administrative Agent to reimburse the Issuing
Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, will be held for the satisfaction
of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated
(but subject to the consent of Revolving Lenders with LC Exposure representing greater than 50.0% of the aggregate LC Exposure),
be applied to satisfy other Secured Obligations. If the Borrowers are required to provide an amount of cash collateral hereunder
as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) will be returned to
the Borrowers within three Business Days after such Event of Default has been waived as confirmed in writing by the Administrative
Agent.


 




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


 


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


 


Section 2.07         Funding
of Borrowings.


 


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


 




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


 


Section 2.08         Interest
Elections.


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(c)          The
Borrowers may from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving
Commitments will be in an amount that is an integral multiple of $1,000,000 and (ii) the Borrowers will not terminate or reduce
the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11,
the Aggregate Revolving Exposure would exceed the lesser of (A) the Aggregate Revolving Commitment or (B) the Borrowing
Base.


 




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


 


(e)          The
Borrowers will have the right to increase the Revolving Commitments by obtaining additional Revolving Commitments, either from
one or more of the Lenders or another lending institution provided that (i) any such request for an increase must be
in a minimum amount of $5,000,000, (ii) after giving effect thereto, the sum of the total of the additional Commitments does
not exceed $25,000,000, (iii) the Administrative Agent and the Issuing Bank have approved the identity of any such new Lender,
such approvals not to be unreasonably withheld, (iv) any such new Lender assumes all of the rights and obligations of a “Lender”
hereunder, and (v) the procedures described in Section 2.09(f) have been satisfied. Nothing contained in this
Section 2.09 constitutes, or may otherwise be deemed to be, a commitment on the part of any Lender to increase its
Commitment hereunder at any time.


 


(f)          Any
amendment hereto for such an increase or addition must be in form and substance satisfactory to the Administrative Agent and will
only require the written signatures of the Administrative Agent, the Borrowers, and each Lender being added or increasing its Commitment,
subject only to the approval of all Lenders if any such increase or addition would cause the Aggregate Revolving Commitment to
exceed $75,000,000. As a condition precedent to such an increase or addition, the Borrowers must deliver to the Administrative
Agent (i) a certificate of each Loan Party signed by an authorized officer of such Loan Party (A) certifying and attaching
the resolutions adopted by such Loan Party approving or consenting to such increase and (B) in the case of the Borrowers,
certifying that, before and after giving effect to such increase or addition, (1) the representations and warranties contained
in Article 3 and the other Loan Documents are true and correct, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, (2) no
Default exists, and (3) the Borrowers are in compliance (on a pro forma basis) with the covenants contained in Section 6.13
and (ii) legal opinions and other customary closing documents consistent with those delivered on the Effective Date, to the
extent requested by the Administrative Agent.


 




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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


Section 2.11         Prepayment
of Loans.


 


(a)          The
Borrowers will have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice
in accordance with Section 2.11(f) of this Section and, if applicable, payment of any break funding expenses under
Section 2.16.


 


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


 




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(c)          In
the event and on each occasion that any Net Proceeds are received by or on behalf of any Loan Party in respect of any Prepayment
Event, if such Prepayment Event occurs during the existence of a Dominion Period, the Borrowers will, immediately after such Net
Proceeds are received by such Loan Party, prepay the Obligations and cash collateralize the LC Exposure as set forth in Section 2.11(e)
below in an aggregate amount equal to 100% of such Net Proceeds.


 


(d)          [reserved]


 


(e)          All
amounts required to be prepaid pursuant to Section 2.11(c) will be applied, first to prepay any Protective Advances
and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans)
without a corresponding reduction in the Revolving Commitments and to cash collateralize outstanding LC Exposure.


 


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


 


Section 2.12         Fees.


 


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


 




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(b)          The
Borrowers agree to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect
to its participations in Letters of Credit, that will accrue at the same Applicable Rate used to determine the interest rate applicable
to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable
to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date
on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and
(ii) to the Issuing Bank a fronting fee, that will accrue at the rate or rates per annum separately agreed upon between the
Borrowers and the Issuing Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed
LC Disbursements) attributable to Letters of Credit issued by the Issuing Bank during the period from and including the Effective
Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be
any LC Exposure, as well as the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation,
negotiation, transfer, presentment, renewal, or extension of any Letter of Credit or processing of drawings thereunder. Participation
fees and fronting fees accrued through and including the last day of each calendar month will be payable on the first day of each
calendar month following such last day, commencing on the first such date to occur after the Effective Date; provided that
all such fees will be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date
on which the Revolving Commitments terminate will be payable on demand. Any other fees payable to the Issuing Bank pursuant to
this Section 2.12(b) will be payable within ten days after demand. All participation fees and fronting fees will be
computed on the basis of a year of 360 days and will be payable for the actual number of days elapsed (including the first day
but excluding the last day).


 


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


 


(d)          [reserved]


 


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


 


Section 2.13         Interest.


 


(a)          The
Loans comprising ABR Borrowings (including Swingline Loans) will bear interest at the Alternate Base Rate, plus the Applicable
Rate, the sum of which will in no event be less than 1.50% per annum.


 




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


 


(c)          Each
Protective Advance and each Overadvance will bear interest at the Alternate Base Rate, plus the Applicable Rate for Revolving
Loans, plus 2.00% per annum.


 


(d)          Notwithstanding
the foregoing, during the existence of an Event of Default, the Administrative Agent or the Required Lenders may, at their option,
by notice to the Borrower Representative (which notice may be revoked at the option of the Required Lenders notwithstanding any
provision of Section 9.02 requiring the consent of “each Lender affected thereby” for reductions in interest
rates), declare that (i) all Loans will bear interest at 2.00% per annum, plus the rate otherwise applicable to such
Loans as provided in this Section or (ii) in the case of any other amount outstanding hereunder, such amount will accrue at
2.00% per annum, plus the rate applicable to such fee or other obligation as provided hereunder.


 


(e)          Accrued
interest on each Loan (for ABR Loans, accrued through the last day of the prior calendar month) will be payable in arrears on each
Interest Payment Date for such Loan and upon termination of the Commitments; provided that, (i) interest accrued pursuant
to Section 2.13(d) will be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other
than a prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal amount
repaid or prepaid will be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of
any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan will be payable on
the effective date of such conversion.


 


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


 


Section 2.14         Alternate
Rate of Interest; Illegality.


 


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


 


(i)          the
Administrative Agent determines (which determination will be conclusive and binding absent manifest error) that adequate and reasonable
means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable (including by means of an Interpolated
Rate or because the LIBO Screen Rate is not available or published on a current basis) for such Interest Period; or


 




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


 


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


 


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


 




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(c)          If
at any time the Administrative Agent determines (which determination will be conclusive absent manifest error) that (i) the
circumstances set forth in Section 2.14(a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the
circumstances set forth in Section 2.14(a)(i) have not arisen but the supervisor for the administrator of the LIBO
Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying
a specific date after which the LIBO Screen Rate will no longer be used for determining interest rates for loans, then the Administrative
Agent and the Borrowers will endeavor to establish an alternate rate of interest to the LIBO Rate that gives due consideration
to the then prevailing market convention for determining a rate of interest for syndicated loans in the U.S. at such time, and
will enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this
Agreement as may be applicable. Notwithstanding anything to the contrary in Section 9.02, such amendment will become
effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent has not
received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written
notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest
is determined in accordance with this Section 2.14(c) (but, in the case of the circumstances described in clause (ii)
of the first sentence of this Section 2.14(c), only to the extent the LIBO Screen Rate for such Interest Period is
not available or published at such time on a current basis), (y) any Interest Election Request that requests the conversion
of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing will be ineffective and (z) if any Borrowing
Request requests a Eurodollar Borrowing, such Borrowing will be made as an ABR Borrowing; provided that, if such alternate
rate of interest is less than zero, such rate will be deemed to be zero for the purposes of this Agreement.


 


Section 2.15         Increased
Costs.


 


(a)          If
any Change in Law:


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 




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


 


Section 2.17         Withholding
of Taxes; Gross-Up.


 


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


 


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


 


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


 




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


 


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


 


(f)          Status
of Lenders.


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 




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


 




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(c)          At
the election of the Administrative Agent, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses
(including all reimbursement for fees, costs, and expenses pursuant to Section 9.03), and other sums payable under
the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by the Borrower
Representative pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any
deposit account of any Borrower maintained with the Administrative Agent. The Borrowers hereby irrevocably authorize (i) the
Administrative Agent to make a Borrowing for the purpose of paying each payment of principal, interest, and fees as it becomes
due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged will constitute Loans (including
Swingline Loans and Overadvances, but such a Borrowing may only constitute a Protective Advance if it is to reimburse costs, fees,
and expenses as described in Section 9.03) and that all such Borrowings will be deemed to have been requested pursuant
to Section 2.03, Section 2.04, or Section 2.05, as applicable, and (ii) the Administrative
Agent to charge any deposit account of any Borrower maintained with the Administrative Agent for each payment of principal, interest,
and fees as it becomes due hereunder or any other amount due under the Loan Documents.


 


(d)          If,
except as otherwise expressly provided herein, any Lender, by exercising any right of set-off or counterclaim or otherwise, obtains
payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in such
Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and
Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender
receiving such greater proportion will purchase (for cash at face value) participations in the Loans and participations in LC Disbursements
and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments will be shared by all such
Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations
in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations will be rescinded and the purchase price restored
to the extent of such recovery, without interest, and (ii) the provisions of this Section 2.18(d) will not be
construed to apply to any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement
or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations
in LC Disbursements or Swingline Loans to any assignee or participant, other than to the Borrowers or any Subsidiary or Affiliate
thereof (as to which the provisions of this Section 2.18(d) will apply). Each Borrower consents to the foregoing and
agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.


 




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


 


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


 


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


 


Section 2.19         Mitigation
Obligations; Replacement of Lenders.


 


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


 




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(b)          If
any Lender requests compensation under Section 2.15, or if the Borrowers are required to pay any Indemnified Taxes
or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17,
or if any Lender becomes a Defaulting Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender
and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant
to Section 2.15 or Section 2.17), and obligations under this Agreement and other Loan Documents to an assignee
that will assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided
that (i) the Borrowers will have received the prior written consent of the Administrative Agent (and in circumstances where
its consent would be required under Section 9.04, the Issuing Bank and the Swingline Lender), which consent will not
unreasonably be withheld, (ii) such Lender will have received payment of an amount equal to the outstanding principal of its
Loans, funded participations in LC Disbursements, and Swingline Loans, accrued interest thereon, accrued fees, and all other amounts
payable to it hereunder, from the assignee (to the extent of such outstanding principal, accrued interest, and fees) or the Borrowers
(in the case of all other amounts), and (iii) in the case of any such assignment resulting from a claim for compensation under
Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a
reduction in such compensation or payments. A Lender will not be required to make any such assignment and delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment
and delegation cease to apply.


 


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


 


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


 


(b)          such
Defaulting Lender will not have the right to vote on any issue on which voting is required (other than to the extent expressly
provided in Section 9.02(b)) and the Commitment and Revolving Exposure of such Defaulting Lender will not be included
in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment,
waiver, or other modification pursuant to Section 9.02) or under any other Loan Document; provided, that, except
as otherwise provided in Section 9.02, this Section 2.20(b) will not apply to the vote of a Defaulting
Lender in the case of an amendment, waiver, or other modification requiring the consent of such Lender or each Lender directly
affected thereby;


 




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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 




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Section 2.22         Banking
Services and Swap Agreements. Each Lender or Affiliate thereof providing Banking Services for, or having Swap Agreements with,
any Loan Party will deliver to the Administrative Agent, promptly after entering into such Banking Services or Swap Agreements,
written notice setting forth the aggregate amount of all Banking Services Obligations and Swap Agreement Obligations of such Loan
Party to such Lender or Affiliate (whether matured or unmatured, absolute or contingent). In addition, each such Lender or Affiliate
thereof will deliver to the Administrative Agent, following the end of each calendar month, a summary of the amounts due or to
become due in respect of such Banking Services Obligations and Swap Agreement Obligations. The most recent information provided
to the Administrative Agent will be used in determining the amounts to be applied in respect of such Banking Services Obligations
and/or Swap Agreement Obligations pursuant to Section 2.18(b).


 


ARTICLE
3


 


Representations and Warranties


 


Each Loan Party represents and warrants
to the Lenders that:


 


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


 


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


 


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


 




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Section 3.04         Financial
Condition; No Material Adverse Change.


 


(a)          FHC
has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity, and cash
flows as of and for the Fiscal Year ended February 3, 2018, reported on by Ernst & Young LLP, independent public accountants.
Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows
of FHC and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end
audit adjustments (all of which, when taken as a whole, would not be materially adverse) and the absence of footnotes in the case
of the statements referred to in clause (ii) above.


 


(b)          No
event, change, or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since
February 3, 2018.


 


Section 3.05         Properties.


 


(a)          As
of the date of this Agreement, Schedule 3.05 sets forth the address of each parcel of real property that is owned or leased
by any Loan Party. Each of such leases and subleases is valid and enforceable in accordance with its terms and is in full force
and effect, and no material default by any party to any such lease or sublease exists except such as could not reasonably be expected
to result in a Material Adverse Effect. Each of the Loan Parties and each of its Subsidiaries has good and indefeasible title to,
or valid leasehold interests in, all of its real and personal property, free of all Liens other than those permitted by Section 6.02.


 


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


 


Section 3.06         Litigation
and Environmental Matters.


 


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


 




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


 


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


 


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


 


Section 3.08         Investment
Company Status. No Loan Party nor any Subsidiary is an “investment company” as defined in, or subject to regulation
under, the Investment Company Act of 1940.


 


Section 3.09         Taxes.


 


(a)          Each
Loan Party and each Subsidiary has timely filed or caused to be filed all Tax returns and reports required to have been filed and
has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good
faith by appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable, has set aside on its books adequate
reserves or (b) to the extent that the failure to do so could not be expected to result in a Material Adverse Effect. No tax
liens have been filed and no claims are being asserted with respect to any such taxes.


 


(b)          Neither
this Agreement nor any other agreement, certificate, document, or instrument executed or delivered in connection therewith by any
Loan Party or any other Person (other than the Lender), were executed or delivered in the state of Florida, neither any Borrower
nor any other Loan Party is a Florida organization or has its executive offices or headquarters in Florida, no officer or employee
of any Loan Party has engaged in any execution, delivery, negotiations, or other related activities with respect to this Agreement
while in the state of Florida, and there are no stamp, documentary, mortgage, or intangibles taxes due in the state of Florida
as a result of any Loan Party entering into this Agreement.


 




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


 


Section 3.11         Disclosure.
None of the reports, financial statements, certificates, or other information furnished by or on behalf of any Loan Party or any
Subsidiary to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document
(as modified or supplemented by other information so furnished), taken as a whole together with FHC’s public filings, contains
any material misstatement of fact or omits, as of the date furnished, to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading in any material respect at such time; provided
that, with respect to projected financial information, the Loan Parties represent only that such information was prepared in good
faith based upon assumptions believed to be reasonable at the time delivered and, if such projected financial information was delivered
prior to the Effective Date, as of the Effective Date.


 


Section 3.12         Material
Agreements. No Loan Party is in default in the performance, observance, or fulfillment of any of the obligations, covenants,
or conditions contained in (a) any material agreement to which it is a party, except where such default, individually or in
the aggregate, could not reasonably be expected to have a Material Adverse Effect or (b) any agreement or instrument evidencing
or governing Indebtedness that would constitute an Event of Default under clause (f) of Article 7 if such
default became an event of default under the applicable agreement or instrument.


 


Section 3.13         Solvency.


 


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


 




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


 


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


 


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


 


Section 3.16         Security
Interest in Collateral. The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all of
the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, and such Liens constitute perfected
and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Party and all
third parties, and having priority over all other Liens on the Collateral except to the extent provided in this Agreement and the
other Loan Documents.


 




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Section 3.17         Employment
Matters. The hours worked by and payments made to employees of the Loan Parties and their Subsidiaries have not been in material
violation of the Fair Labor Standards Act or any other applicable Federal, state, local, or foreign law dealing with such matters.
All material, in the aggregate and individually, payments due from any Loan Party or any Subsidiary, or for which any claim may
be made against any Loan Party or any Subsidiary, on account of wages and employee health and welfare insurance and other benefits,
have been paid or accrued as a liability on the books of such Loan Party or such Subsidiary.


 


Section 3.18         Federal
Reserve Regulations. No part of the proceeds of any Loan or Letter of Credit has been used or will be used, whether directly
or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U, and
X.


 


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


 


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


 


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


 


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


 




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Section 3.23         EEA
Financial Institutions. No Loan Party is an EEA Financial Institution.


 


ARTICLE
4


 


Conditions


 


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


 


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


 


(b)          Financial
Statements and Projections. The Lenders have received audited consolidated financial statements of FHC for the Fiscal Years
ended January 30, 2017 and February 3, 2018 and (ii) satisfactory projections through FHC’s Fiscal Year ending in January
2022.


 




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


 


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


 


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


 


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


 


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


 


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


 


(i)          Reserved.


 


(j)          Collateral
Access and Control Agreements. The Administrative Agent has received (i) each Collateral Access Agreement required to
be provided on the Effective Date pursuant to Section 4.13 of the Security Agreement and (ii) each Deposit Account
Control Agreement (as defined in the Security Agreement) required to be provided on the Effective Date pursuant to Section 4.14
of the Security Agreement.


 




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(k)          Solvency.
The Administrative Agent has received a solvency certificate signed by a Financial Officer dated the Effective Date.


 


(l)          Borrowing
Base Certificate. The Administrative Agent has received a Borrowing Base Certificate that calculates the Borrowing Base as
of April 7, 2018.


 


(m)          Closing
Availability. After giving effect to all Borrowings to be made on the Effective Date, the issuance of any Letters of Credit
on the Effective Date, and the payment of all fees and expenses due hereunder, and with all of the Loan Parties’ indebtedness,
liabilities, and obligations current, the Availability is not less than $20,000,000.


 


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


 


(o)          Filings,
Registrations, and Recordings. Each document (including any UCC financing statement) required by the Collateral Documents or
under law or reasonably requested by the Administrative Agent to be filed, registered, or recorded in order to create in favor
of the Administrative Agent, for the benefit of itself, the Lenders, and the other Secured Parties, a perfected Lien on the Collateral
described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.02),
must be in proper form for filing, registration, or recordation; provided that until any such UCC financing statement required
to be filed to perfect the Administrative Agent’s Liens in the Collateral have been filed, the Borrowers will not be permitted
to request, and the Lenders will not be required to make, any Revolving Loans under this Agreement.


 


(p)          Insurance.
The Administrative Agent has received evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the
Administrative Agent and otherwise in compliance with the terms of Section 5.10 hereof and Section 4.12
of the Security Agreement; provided that endorsements to the applicable insurance policies required under Section 4.12
of the Security Agreement may be provided within 60 days of the Effective Date (or such later date as the Administrative Agent
may agree in its sole discretion).


 


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


 




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


 


(s)          Reserved.


 


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


 


(u)          Reserved.


 


(v)         Appraisal.
The Administrative Agent has received an appraisal of the Borrowers’ Inventory from one or more firms satisfactory to the
Administrative Agent, which appraisal is satisfactory to the Administrative Agent in its sole discretion.


 


(w)          USA
PATRIOT Act, Etc. The Administrative Agent and the Lenders have received all documentation and other information required by
bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations,
including the USA PATRIOT Act, for each Loan Party.


 


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


 


The Administrative Agent will notify the
Borrowers, the Lenders, and the Issuing Bank of the Effective Date, and such notice will be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder will not
become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior
to 2:00 p.m., Chicago time, on May 29, 2018.


 


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


 


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


 




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


 


(c)          After
giving effect to any Borrowing or the issuance, amendment, renewal, or extension of any Letter of Credit, Availability is not less
than zero ($0.00).


 


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


 


Notwithstanding the failure to satisfy
the conditions precedent set forth in Section 4.02(a) or Section 4.02(b), unless otherwise directed by
the Required Lenders, the Administrative Agent may, but will have no obligation to, continue to make Loans and an Issuing Bank
may, but will have no obligation to, issue, amend, renew, or extend, or cause to be issued, amended, renewed, or extended, any
Letter of Credit for the ratable account and risk of the Lenders from time to time if the Administrative Agent believes that making
such Loans or issuing, amending, renewing, or extending, or causing the issuance, amendment, renewal, or extension of, any such
Letter of Credit is in the best interests of the Lenders.


 


ARTICLE
5


 


Affirmative Covenants


 


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


 


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


 


(a)          within
90 days after the end of each Fiscal Year of FHC, its audited consolidated balance sheet and related statements of operations,
stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the
figures for the previous Fiscal Year, all reported on by independent public accountants of recognized national standing (without
a “going concern” or like qualification or exception and without any qualification or exception as to the scope of
such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition
and results of operations of FHC and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP (provided
that to the extent any such information is included in Form 10-K for FHC and its consolidated subsidiaries, delivery of such Form
10-K will satisfy the delivery requirement specified in this clause (a) with respect to such information);


 




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(b)          within
45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of FHC, its consolidated and consolidating
balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such Fiscal
Quarter and the then elapsed portion of such Fiscal Year, setting forth in each case in comparative form the figures for the corresponding
period or periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Year, all certified by a Financial
Officer of the Borrower Representative as presenting fairly in all material respects the financial condition and results of operations
of FHC and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal
year-end audit adjustments and the absence of footnotes (provided that to the extent any such information is included in
Form 10-Q for FHC and its consolidated subsidiaries, delivery of such Form 10-Q will satisfy the delivery requirement specified
in this clause (b) with respect to such information);


 


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


 


(d)          concurrently
with any delivery of financial statements under Section 5.01(a), Section 5.01(b), or Section 5.01(c),
a certificate of a Financial Officer of the Borrower Representative in substantially the form of Exhibit D (i) certifying,
in the case of the financial statements delivered under Section 5.01(b) or Section 5.01(c), as presenting
fairly in all material respects the financial condition and results of operations of FHC and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes, (ii) certifying
as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed
to be taken with respect thereto, (iii) if applicable, setting forth reasonably detailed calculations demonstrating compliance
with Section 6.13, (iv) stating whether any change in GAAP or in the application thereof has occurred since the
date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying
the effect of such change on the financial statements accompanying such certificate, and (v) specifying and quantifying any
fees, expenses, charges, and reserves under clause (vi) of the definition of EBITDAR to be included for the period
of the financial statements delivered concurrently with such certificate;


 


(e)          concurrently
with any delivery of financial statements under Section 5.01(a), a certificate of the accounting firm that reported
on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements
of any Default (which certificate may be limited to the extent required by accounting rules or guidelines or the customary practices
of such accounting firm consistently applied);


 




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(f)          as
soon as available but in any event no earlier than the end of, and no later than 60 days following the end of, each Fiscal Year
of FHC, a copy of the plan and forecast (including a projected consolidated and consolidating balance sheet, income statement,
and cash flow statement) of FHC for each Fiscal Quarter of the upcoming Fiscal Year (the “Projections”) in form
reasonably satisfactory to the Administrative Agent;


 


(g)          at
each of the times specified in the following table, and at such other times as may be necessary to re-determine Availability, as
of the period then ended, a Borrowing Base Certificate and supporting information in connection therewith, together with any additional
reports with respect to the Borrowing Base as the Administrative Agent may reasonably request:


 


 


	Trigger Date/Event	 	Reporting 

Requirement	 	Reset Date
	 	 	 	 	 
	the existence of any Event of Default	 	promptly upon the request of the Administrative Agent and continuing thereafter as requested	 	60 days after such Event of Default is waived and no additional Event of Default has occurred
	 	 	 	 	 
	no Credit Exposure is outstanding and the Borrower Representative or any Borrower requests any Revolving Loan or issuance of any Letter of Credit	 	concurrently with such request for such Revolving Loan or issuance of such Letter of Credit	 	not applicable
	 	 	 	 	 
	any Credit Exposure is outstanding and Availability is less than $6,000,000	 	on or before the third Business Day of each calendar week, as of the period then ended	 	Availability is greater than or equal to $6,000,000 for a period of 60 consecutive days
	 	 	 	 	 
	any Credit Exposure is outstanding and Availability is greater than or equal to $6,000,000	 	within 20 days of the end of each fiscal month, as of the period then ended	 	no Credit Exposure outstanding for a period of 60 consecutive days
	 	 	 	 	 
	At all other times	 	within 25 days of the end of each Fiscal Quarter, as of the period then ended	 	The occurrence of any other Trigger Date/Event


 




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(h)          concurrently
with delivery of any Borrowing Base Certificate pursuant to clause (g) preceding and at such other times as may be
requested by the Administrative Agent, as of the period then ended, all delivered electronically in a text formatted file acceptable
to the Administrative Agent;


 


(i)          a
detailed aging of the Borrowers’ Credit Card Accounts (including a listing, as of the end of the applicable period, by credit
card issuer and/or credit card processor, of all outstanding Credit Card Accounts and all payments and collections thereon, and
a reconciliation of sales and collections with respect thereto), prepared in a manner reasonably acceptable to the Administrative
Agent, together with a summary specifying the name and balance due for each Account Debtor (such Account Debtors being the applicable
credit card issuer or credit card processor) of any Credit Card Account, and, if requested by the Administrative Agent, the address
for each such Account Debtor;


 


(ii)         a
schedule detailing the Borrowers’ Inventory, in form satisfactory to the Administrative Agent, (A) by location (showing
Inventory in transit (if any, but excluding any Inventory in transit between locations of a Borrower) and any Inventory located
with a third party under any consignment, bailee arrangement, or warehouse agreement), by product type, and by volume on hand,
which Inventory will be valued at the lower of cost (determined on a first-in, first-out basis) or market and adjusted for Reserves
as the Administrative Agent has previously indicated to the Borrower Representative are deemed by the Administrative Agent to be
appropriate, and (B) including a report of any variances or other results of Inventory counts performed by the Borrowers since
the last Inventory schedule (including information regarding sales or other reductions, additions, returns, credits issued by the
Borrowers, and complaints and claims made against the Borrowers);


 


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


 


(iv)        a
reconciliation of the Borrowers’ Credit Card Accounts and Inventory between (A) the amounts shown in the Borrowers’
general ledger and financial statements and the reports delivered pursuant to clause (i) and clause (ii)
of this Section 5.01(h) and (B) the amounts and dates shown in the reports delivered pursuant to clause (i)
and clause (ii) of this Section 5.01(h) and the Borrowing Base Certificate delivered pursuant to Section 5.01(g)
as of such date; and


 


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


 




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(i)          as
soon as available but in any event within 20 days of the end of each fiscal month or Fiscal Quarter, as applicable, that the Borrowers
are required to deliver Borrowing Base certificates pursuant to clause (g) preceding and at such other times as may
be requested by the Administrative Agent, as of the fiscal month or Fiscal Quarter then ended, a schedule and aging of the Borrowers’
accounts payable, delivered electronically in a text formatted file acceptable to the Administrative Agent;


 


(j)          [reserved]


 


(k)          promptly
upon the Administrative Agent’s request:


 


(i)          copies
of invoices or other similar statements issued by the Borrowers to any credit card issuer or credit card processor in connection
with any Credit Card Accounts, credit memos, and other information related thereto;


 


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


 


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


 


(l)          promptly
upon request from the Administrative Agent, as frequently as may be reasonably requested, but in any event not more often than
delivery of any Borrowing Base Certificate, as of the period then ended, the Borrowers’ sales journal, cash receipts journal
(identifying trade and non-trade cash receipts) and debit memo/credit memo journal;


 


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


 


(n)          concurrently
with delivery of the financial statements required to be delivered in accordance with Section 5.01(a) and, if otherwise
requested by the Administrative Agent, within ten Business Days of the first day of October of any calendar year, a certificate
of good standing or the substantive equivalent available in the jurisdiction of incorporation, formation, or organization for each
Loan Party from the appropriate governmental officer in such jurisdiction;


 


(o)          concurrently
with delivery of any financial statements required to be delivered pursuant to clause (a), clause (b),
or clause (c) preceding, a detailed listing of all advances of proceeds of Loans requested by the Borrower Representative
for each Borrower during the immediately preceding calendar month and a detailed listing of all intercompany loans made by the
Borrowers during such calendar month; and


 


(p)          promptly
after the same become publicly available, copies of all periodic and other reports, proxy statements, and other materials filed
by any Loan Party or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of the
SEC, or with any national securities exchange, as the case may be; provided that if any such report, proxy statement, or
other material is posted to FHC’s website, such delivery will be deemed satisfied upon notice from the Borrower Representative
to the Administrative Agent of such posting.


 




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


 


(a)          the
occurrence of any Event of Default;


 


(b)          receipt
of any notice of any investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against
any Loan Party or any Subsidiary that (i) seeks damages in excess of $5,000,000, (ii) seeks injunctive relief, (iii) is
asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party
or any Subsidiary, (v) alleges the violation of, or seeks to impose remedies under, any Environmental Law or related Requirement
of Law, or seeks to impose Environmental Liability, (vi) asserts liability on the part of any Loan Party or any Subsidiary
in excess of $5,000,000 in respect of any tax, fee, assessment, or other governmental charge, or (vii) involves any product
recall;


 


(c)          any
Lien (other than Liens permitted under Section 6.02) or claim made or asserted against any of the Collateral;


 


(d)          any
loss, damage, or destruction to the Collateral in the amount of $1,000,000 or more, whether or not covered by insurance;


 


(e)          within
ten Business Days of receipt thereof, any and all default notices received by a Loan Party that (i) provide notice of any
failure to make a payment of any amount due under a lease agreement for any real property or that constitute a threat of eviction
or termination of the applicable lease agreement and (ii)(A) any such notice is applicable to a single leased location or
public warehouse where Collateral with a book value of $200,000 or greater is located or (B) all such notices are applicable
to leased locations or public warehouses where Collateral with an aggregate book value of $1,000,000 or greater is located;


 


(f)          [reserved]


 


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


 


(h)          promptly
upon an executive officer of the Borrower Representative or FHC becoming aware of the occurrence of any ERISA Event that, alone
or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Loan Parties
and their Subsidiaries in an aggregate amount exceeding $250,000; and


 


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


 




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


 


Section 5.03         Existence;
Conduct of Business. Each Loan Party will, and will cause each Subsidiary to, (a) do or cause to be done all things necessary
to (i) preserve, renew, and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits,
franchises, governmental authorizations, intellectual property rights, licenses, and permits in each case material to the conduct
of its business, and (ii) maintain all requisite authority to conduct its business in each jurisdiction in which its business
is conducted except with respect to (A) any single location where less than $250,000 of Inventory is located and (B) two
or more locations where less than $1,000,000 of Inventory in the aggregate is located, provided that, the foregoing clause (a)
will not prohibit any merger, consolidation, liquidation, or dissolution permitted under Section 6.03 or Section 6.05
and (b) carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise
as it is presently conducted and other fields of enterprise reasonably related thereto.


 


Section 5.04         Payment
of Obligations. Each Loan Party will, and will cause each Subsidiary to, pay or discharge all Material Indebtedness and all
other material liabilities and obligations before the same become delinquent or in default, except where (a) the validity
or amount thereof is being contested in good faith by appropriate proceedings, (b) such Loan Party or Subsidiary has set aside
on its books adequate reserves with respect thereto in accordance with GAAP, and (c) the failure to make payment with respect
thereto pending such contest (i) would not result in aggregate liabilities in excess of $2,500,000 and none of the Collateral
would become subject to forfeiture or loss as a result of the contest or (ii) could not reasonably be expected to result in
a Material Adverse Effect; provided that, each Loan Party will, and will cause each Subsidiary to, remit withholding taxes
and other payroll taxes to appropriate Governmental Authorities as and when claimed to be due, notwithstanding the foregoing exceptions.


 


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


 




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Section 5.06         Books
and Records; Inspection Rights. Each Loan Party will, and will cause each Subsidiary to, (y) keep proper books of record
and account in which full, true, and correct entries are made of all dealings and transactions in relation to its business and
activities and (z) permit any representatives designated by the Administrative Agent or any Lender (including employees of
the Administrative Agent, any Lender, or any consultants, accountants, lawyers, agents and appraisers retained by the Administrative
Agent), upon reasonable prior notice and during business hours, to visit and inspect its properties, to conduct at such Loan Party’s
premises, and at the times specified below, field examinations of such Loan Party’s assets, liabilities, books and records,
including examining and making extracts from its books and records, and to discuss its affairs, finances, and condition with its
officers and independent accountants, all at such reasonable times and as often (except with respect to field examinations as otherwise
specified in this Section) as reasonably requested. Each Loan Party acknowledges that the Administrative Agent, after exercising
its rights of inspection and examination, may prepare and distribute to the Lenders certain Reports pertaining to such Loan Party’s
assets for internal use by the Administrative Agent and the Lenders. Notwithstanding any of the foregoing, the Administrative Agent
may, in its Permitted Discretion, perform field examinations pursuant to this Section as follows:


 


(a)          if
any Event of Default is in existence, the Administrative Agent may conduct, at the Borrowers’ expense, any field examinations
requested by the Administrative Agent at such time;


 


(b)          if
Revolving Exposure outstanding at any time during the applicable calendar year is greater than or equal to $5,000,000 and


 


(i)          Availability
at all times during such calendar year is greater than or equal to $12,000,000, the Administrative Agent may conduct one field
examination during such calendar year at the Borrowers’ expense, and


 


(ii)         Availability
at any time during such calendar year is less than $12,000,000, the Administrative Agent may conduct the field examination described
in clause (i) preceding and one additional field examination during such calendar year at the Borrowers’ expense;
and


 


(c)          if
Revolving Exposure outstanding during the applicable calendar year is at all times less than $5,000,000 and


 


(i)          Availability
at all times during such calendar year is greater than $12,000,000, the Administrative Agent may conduct one field examination
during such calendar year at the Lenders’ expense, and


 


(ii)         Availability
at any time during such calendar year is less than $12,000,000, the Administrative Agent may conduct the field examination described
in clause (i) preceding and one additional field examination during such calendar year at the Lenders’ expense.


 


Section 5.07         Compliance
with Laws and Material Contractual Obligations. Each Loan Party will, and will cause each Subsidiary to, (i) comply with
each Requirement of Law applicable to it or its property (including Environmental Laws) except where the failure to do so, individually
or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect and (ii) perform in all material
respects its obligations under material agreements to which it is a party. Each Loan Party will maintain in effect and enforce
policies and procedures designed to ensure compliance by such Loan Party, its Subsidiaries and their respective directors, officers,
employees, and agents with Anti-Corruption Laws and applicable Sanctions.


 




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Section 5.08         Use
of Proceeds.


 


(a)          The
proceeds of the Loans and the Letters of Credit will be used only (i) for working capital and general corporate purposes in
the ordinary course of business of the Borrowers, (ii) to pay fees and expenses incurred by the Loan Parties in connection
with entering into the Transactions, and (iii) for any other purpose not restricted or prohibited by this Agreement or applicable
law. No part of the proceeds of any Loan and no Letter of Credit will be used, whether directly or indirectly, for any purpose
that entails a violation of any of the Regulations of the Board, including Regulations T, U, and X or to make any Acquisition.


 


(b)          No
Borrower will request any Borrowing or Letter of Credit, and no Borrower will use, and each Borrower will provide that its Subsidiaries
and its and their respective directors, officers, employees, and agents will not use, the proceeds of any Borrowing or Letter of
Credit (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything
else of value, to any Person in violation of any Anti-Corruption Laws, (b) for the purpose of funding, financing, or facilitating
any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent that such
activities, businesses, or transactions would be prohibited by Sanctions if conducted by a corporation incorporated in the United
States or the European Union, or (c) in any manner that would result in the violation of any Sanctions applicable to any party
hereto.


 


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


 




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


 


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


 


Section 5.12         Appraisals.
Each Borrower will provide the Administrative Agent with appraisals or updates thereof of such Borrower’s Inventory, from
an appraiser selected and engaged by the Administrative Agent and prepared on a basis satisfactory to the Administrative Agent,
such appraisals and updates to include information required by any applicable Requirement of Law. Notwithstanding any of the foregoing,
the Administrative Agent may, in its Permitted Discretion, require an appraisal pursuant to this Section as follows:


 


(a)          if
any Event of Default is in existence, the Administrative Agent may require, at the Borrowers’ expense, any Inventory appraisals
requested by the Administrative Agent at such time;


 


(b)          if
Revolving Exposure outstanding at any time during the applicable calendar year is greater than or equal to $5,000,000 and


 


(i)          Availability
at all times during such calendar year is greater than or equal to $12,000,000, the Administrative Agent may require one Inventory
appraisal during such calendar year at the Borrowers’ expense, and


 


(ii)         Availability
at any time during such calendar year is less than $12,000,000, the Administrative Agent may require the Inventory appraisal described
in clause (i) preceding and one additional Inventory appraisal during such calendar year at the Borrowers’ expense;
and


 


(c)          if
Revolving Exposure outstanding during the applicable calendar year is at all times less than $5,000,000 and


 


(i)          Availability
at all times during such calendar year is greater than $12,000,000, the Administrative Agent may require one Inventory appraisal
during such calendar year at the Lenders’ expense, and


 




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(ii)         Availability
at any time during such calendar year is less than $12,000,000, the Administrative Agent may require the Inventory appraisal described
in clause (i) preceding and one Inventory appraisal during such calendar year at the Lenders’ expense.


 


Section 5.13         Depository
Banks. Each Loan Party will maintain the Administrative Agent as its principal depository bank, including for the maintenance
of operating, administrative, cash management, collection activity, and other deposit accounts for the conduct of its business,
other than (a) any bank accounts maintained at a depositary institution other than a Lender that are subject to a sweep into
the Collection Account (as defined in the Security Agreement) for any amounts in excess of the amount specified in Section 4.14
of the Security Agreement and (b) the Excluded Deposit Accounts (as defined in the Security Agreement).


 


Section 5.14         Additional
Collateral; Further Assurances.


 


(a)          Subject
to applicable Requirements of Law, each Loan Party will cause each Domestic Subsidiary that is a Wholly-Owned Subsidiary, but excluding
any Excluded Subsidiary and any Immaterial Subsidiary, formed or acquired after the date of this Agreement to become a Loan Party
by executing a Joinder Agreement. Upon execution and delivery thereof, each such Person (i) will automatically become a Loan
Guarantor hereunder and thereupon will have all of the rights, benefits, duties, and obligations in such capacity under the Loan
Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the other
Secured Parties, in any property of such Loan Party that constitutes Collateral.


 


(b)          Each
Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its Domestic Subsidiaries, excluding
any Excluded Subsidiary, and (ii) 65.0% (or such greater percentage that, due to a change in applicable law after the Effective
Date, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for
U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s U.S. parent and (B) could
not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled
to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled
to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by such Loan Party
to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Administrative
Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as
the Administrative Agent may reasonably request.


 




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


 


(d)          If
any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the
Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative
will (i) notify the Administrative Agent and the Lenders thereof and, if requested by the Administrative Agent or the Required
Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable
Loan Party to take, such actions as are necessary or reasonably requested by the Administrative Agent to grant and perfect such
Liens, including actions described in Section 5.14(c), all at the expense of the Loan Parties.


 


ARTICLE
6


 


Negative Covenants


 


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


 


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


 


(a)          the
Secured Obligations;


 


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


 


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


 




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


 


(e)          Indebtedness
of any Borrower or any Subsidiary incurred to finance the acquisition, construction, or improvement of any fixed or capital assets
(whether or not constituting Purchase Money Indebtedness), including Capital Lease Obligations (but excluding any Capital Lease
Obligations that originally were classified as obligations outstanding under an operating lease and that were subsequently reclassified
as Capital Lease Obligations because of a change in GAAP), and any Indebtedness assumed in connection with the acquisition of any
such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals, and replacements
of any such Indebtedness in accordance with clause (f) following; provided that (i) such Indebtedness is
incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the
aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in
respect thereof permitted by clause (f) following, does not exceed $15,000,000 at any time outstanding;


 


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


 


(g)          Indebtedness
owed to (including obligations in respect of letters of credit, bank guarantees, and similar instruments for the benefit of) any
Person providing workers’ compensation, health, disability, or other employee benefits or property, casualty, or liability
insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course
of business;


 




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


 


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


 


(j)          Indebtedness
under Swap Contracts permitted under Section 6.07;


 


(k)          Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft, or similar instrument drawn against insufficient
funds in the ordinary course of business or other cash management services in the ordinary course of business, provided
that (i) such Indebtedness (other than credit or purchase cards) is extinguished within ten Business Days of its incurrence
and (ii) such Indebtedness in respect of credit or purchase cards is extinguished within 60 days from its incurrence;


 


(l)          Indebtedness
arising from agreements of a Loan Party or any Subsidiary providing for indemnification, adjustment of purchase or acquisition
price, or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets, or
a Subsidiary otherwise permitted under this Agreement, other than guaranty obligations with respect to Indebtedness incurred by
any Person acquiring all or any portion of such business, assets, or a Subsidiary for the purpose of financing such acquisition;


 


(m)          unsecured
Indebtedness consisting of the financing of insurance premiums in the ordinary course of business and not constituting an obligation
for money borrowed; and


 


(n)          other
unsecured Indebtedness in an aggregate principal amount not exceeding $25,000,000.


 


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


 


(a)          Liens
created pursuant to any Loan Document;


 


(b)          Permitted
Encumbrances;


 




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


 


(d)          Liens
on fixed or capital assets acquired, constructed, or improved by any Borrower or any Subsidiary; provided that (i) such
Liens secure Indebtedness permitted by Section 6.01(e), (ii) such Liens and the Indebtedness secured thereby are
incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (iii) the
Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing, or improving such fixed or capital assets,
and (iv) such Liens do not apply to any other property or assets of such Borrower or Subsidiary or any other Borrower or Subsidiary;


 


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


 


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


 


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


 


(h)          any
Lien on any property or asset of a Loan Party or Subsidiary securing Indebtedness or Refinance Indebtedness, provided, that
such Lien (i) does not apply to (A) any Accounts or Inventory of the Loan Party or subsidiary or (B) any other property
or assets of the Loan Party or Subsidiary not securing such Indebtedness at the date of the acquisition of such property or asset
(other than after acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such date
and which Indebtedness and other obligations are permitted hereunder that require a pledge of after acquired property, it being
understood that such requirement will not be permitted to apply to any property to which such requirement would not have applied
but for such acquisition), (ii) such Lien is not created in contemplation of or in connection with such acquisition, and (iii) in
the case of a Lien securing Refinance Indebtedness, if the Indebtedness being refinanced is, prior to such refinancing, secured
by any Collateral (whether equally and ratably with, or junior to, the Secured Parties or otherwise), such Refinance Indebtedness
may be secured by such Collateral (including in respect of Indebtedness of any Loan Party or Subsidiary) that is otherwise permitted
under this Agreement only, any Collateral owned by such Loan Party or Subsidiary pursuant to after-acquired property clauses contained
in the agreement governing such Indebtedness being refinanced as in effect at the time of the incurrence of such Indebtedness,
to the extent any such Collateral secured such Indebtedness) on terms no less favorable to the Secured Parties than those contained
in the documentation governing the Indebtedness being Refinanced;


 




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


 


(j)          Liens
existing on any property or asset (other than Accounts and Inventory) arising under a transaction that constituted an operating
lease under GAAP but that was subsequently reclassified as a capital lease because of a change in GAAP requiring such reclassification;
and


 


(k)          Liens
on any property of a Loan Party or any of its Subsidiaries securing any of their Indebtedness or their other liabilities; provided
that (i) such Liens do not attach to Accounts or Inventory, (ii) all property subject to any such Liens does not have
an aggregate value of more than $1,000,000 at any time, (iii) the aggregate outstanding principal amount of all such Indebtedness
and other liabilities secured by any such Liens does not exceed $1,000,000 at any time, and (iv) such Liens are subordinated
to the Liens securing the Secured Obligations on customary terms pursuant to an intercreditor agreement satisfactory to the Administrative
Agent in its Permitted Discretion.


 


Notwithstanding the foregoing, none of
the Liens permitted pursuant to this Section 6.02 may at any time attach to any Loan Party’s (1) Credit
Card Accounts, other than those permitted under clause (a) of the definition of Permitted Encumbrances and clause (a)
preceding and (2) Inventory, other than those permitted under clause (a) and clause (b) of the definition
of Permitted Encumbrances and clause (a) preceding.


 


Section 6.03         Fundamental
Changes.


 


(a)          No
Loan Party will, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person
to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving
effect thereto no Event of Default has occurred and is continuing (i) any Subsidiary of any Borrower may merge into a Borrower
in a transaction in which such Borrower is the surviving entity, (ii) any Loan Party (other than a Borrower) may merge into
any other Loan Party in a transaction in which the surviving entity is a Loan Party, and (iii) any Subsidiary that is not
a Loan Party may liquidate or dissolve if the Loan Party that owns (directly or indirectly) such Subsidiary determines in good
faith that such liquidation or dissolution is in the best interests of such Loan Party and is not materially disadvantageous to
the Lenders; provided that, any such merger involving a Person that is not a Wholly-Owned Subsidiary immediately prior to
such merger will not be permitted unless also permitted by Section 6.04.


 




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


 


(c)          [reserved]


 


(d)          No
Loan Party will, nor will it permit any Subsidiary to, change its Fiscal Year from the basis in effect on the Effective Date unless
such change is necessary to conform the fiscal year of a Subsidiary to the Fiscal Year of FHC.


 


(e)          No
Loan Party will change the accounting basis upon which its financial statements are prepared.


 


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


 


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


 


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


 


(c)          investments
by FHC in the Borrowers and by the Borrowers and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided
that (i) any such Equity Interests held by a Loan Party must be pledged pursuant to the Security Agreement (subject to the
limitations applicable to Equity Interests of a Foreign Subsidiary referred to in Section 5.14) and (ii) the aggregate
amount of investments by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted
under clause (ii) to the proviso to Section 6.04(d) and outstanding Guarantees permitted under the proviso
to Section 6.04(e)) do not exceed $10,000,000 at any time outstanding (in each case determined without regard to any
write-downs or write-offs);


 




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(d)          loans
or advances made by any Loan Party to any Subsidiary and made by any Subsidiary to a Loan Party or any other Subsidiary, provided
that (i) any such loans and advances made by a Loan Party to a Subsidiary that is not a Loan Party must be evidenced by a
promissory note pledged pursuant to the Security Agreement and (ii) the amount of such loans and advances made by Loan Parties
to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (ii) to the
proviso to Section 6.04(c) and outstanding Guarantees permitted under the proviso to Section 6.04(e)) do
not exceed $5,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs);


 


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


 


(f)          loans
or advances made by a Loan Party to its employees on an arms-length basis in the ordinary course of business consistent with past
practices for travel and entertainment expenses, relocation costs, and similar purposes up to a maximum of $500,000 in the aggregate
at any one time outstanding;


 


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


 


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


 


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


 


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


 


(k)          Permitted
Acquisitions.


 


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


 


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


 


(b)          sales,
transfers, and dispositions of assets to any Borrower or any Subsidiary, provided that any such sales, transfers, or dispositions
involving a Subsidiary that is not a Loan Party must be made in compliance with Section 6.09;


 




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(c)          sales,
transfers, and dispositions of Accounts that are not Credit Card Accounts in connection with the compromise, settlement, or collection
thereof;


 


(d)          sales,
transfers, and dispositions of Permitted Investments and other investments permitted by Section 6.04;


 


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


 


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


 


(g)          sales,
transfers, and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary
are sold) that are not permitted by any other clause of this Section, provided that the aggregate fair market value of all
assets sold, transferred, or otherwise disposed of in reliance upon this clause (g) do not exceed $5,000,000 during
any Fiscal Year of FHC;


 


(h)          licenses
of Intellectual Property in the ordinary course of business;


 


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


 


(j)          (i) any
sale or issuance by a Borrower of its own Equity Interests to its parent, (ii) any sale or issuance by any Subsidiary of a
Borrower of its own Equity Interests to any Loan Party, provided that the proportion of such Equity Interests and each class
of such Equity Interests (both on an outstanding and fully diluted basis) held by such Loan Party does not change as a result of
such sale or issuance, and (iii) to the extent necessary to satisfy any Requirement of Law in the jurisdiction of incorporation
of any Subsidiary, any sale or issuance by such Subsidiary of its own Equity Interests constituting directors’ qualifying
shares or nominal holdings;


 


(k)          the
sale of defaulted receivables in the ordinary course of business and not as part of an accounts receivable financing transaction;
and


 


(l)          dispositions
of assets that constitute Restricted Payments that are permitted pursuant to Section 6.08;


 


provided that, all sales, transfers,
leases, and other dispositions permitted hereby (other than those permitted by clause (b) and clause (f)
preceding) must be made for fair value and for at least 75.0% cash consideration.


 




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Section 6.06         Sale
and Leaseback Transactions. No Loan Party will, nor will it permit any Subsidiary to, enter into any arrangement, directly
or indirectly, whereby it sells or transfers any property, real or personal, used or useful in its business, whether now owned
or hereafter acquired, and thereafter rents or leases such property or other property that it intends to use for substantially
the same purpose or purposes as the property sold or transferred (a “Sale and Leaseback Transaction”), except
for any such sale of any fixed or capital assets by any Borrower or any Subsidiary that is made for cash consideration in an amount
not less than the fair value of such fixed or capital asset and is consummated within 180 days after such Borrower or such Subsidiary
acquires or completes the construction of such fixed or capital asset.


 


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


 


Section 6.08         Restricted
Payments; Certain Payments of Indebtedness.


 


(a)          No
Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to declare or make, directly or indirectly, any
Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each of the Loan Parties may declare
and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to
its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) Subsidiaries
may declare and pay dividends ratably with respect to their Equity Interests, (iii) FHC may make Restricted Payments pursuant
to and in accordance with stock option plans or other benefit plans for management or employees of the Loan Parties, and (iv) subject
to the satisfaction of the Payment Conditions, FHC may make other Restricted Payments.


 


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


 


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


 


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


 




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


 


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


 


(v)         subject
to the satisfaction of the Payment Conditions, payment of other Indebtedness not otherwise permitted under this Section 6.08(b).


 


Section 6.09         Transactions
with Affiliates. No Loan Party will, nor will it permit any Subsidiary to, sell, lease, or otherwise transfer any property
or assets to, or purchase, lease, or otherwise acquire any property or assets from, or otherwise engage in any other transactions
with, any of its Affiliates, except:


 


(a)          transactions
that are at prices and on terms and conditions not less favorable to such Loan Party or such Subsidiary than could be obtained
on an arm’s-length basis from unrelated third parties; provided that this clause (a) will not limit the
indemnification of directors of any Loan Party or any Subsidiary in accordance with customary practice;


 


(b)          transactions
between or among any Loan Parties not involving any other Affiliate;


 


(c)          any
investment permitted by Section 6.04(c) or Section 6.04(d) and loans or advances to employees of any Loan
Party or any of Subsidiary in accordance with Section 6.04(f);


 


(d)          any
Indebtedness permitted under Section 6.01(b) through Section 6.01(d) and Section 6.01(l);


 


(e)          any
Restricted Payment permitted by Section 6.08;


 


(f)          loans
or advances to employees permitted under Section 6.04;


 


(g)          the
payment of reasonable fees and indemnities to any direct or indirect parent of a Loan Party and directors, officers, and employees
of any Loan Party or Subsidiary and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit
of, directors, officers, or employees of the Loan Parties and their Subsidiaries in the ordinary course of business;


 


(h)          any
issuances of securities or other payments, awards, or grants in cash, securities, or otherwise pursuant to, or the funding of,
employment agreements, stock options, and stock ownership plans approved by a Loan Party’s board of directors;


 




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(i)          (A) employment
agreements entered into by a Loan Party or any Subsidiary in the ordinary course of business, (b) a subscription agreement
or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with employees,
officers, or directors permitted under Section 6.08, and (c) any reasonable employee compensation, benefit plan,
or arrangement, any reasonable health, disability, or similar insurance plan that covers employees, and any reasonable employment
contract and transactions pursuant thereto; and


 


(j)          any
purchase by FHC or another Loan Party that is the parent of, or contributions to, the equity capital of a Borrower; provided
that any Equity Interests of a Borrower purchased by such Loan Party are pledged to the Administrative Agent pursuant to the Security
Agreement.


 


Section 6.10         Restrictive
Agreements. No Loan Party will, nor will it permit any Subsidiary to, directly or indirectly, enter into, incur, or permit
to exist any agreement or other arrangement that prohibits, restricts, or imposes any condition upon:


 


(a)          the
ability of such Loan Party or any Subsidiary to create, incur, or permit to exist any Lien upon any of its property or assets;
or


 


(b)          the
ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay
loans or advances to any Borrower or any other Subsidiary or to Guarantee Indebtedness of any Borrower or any other Subsidiary;


 


provided that (i) the foregoing
will not apply to (A) restrictions and conditions imposed by any Requirement of Law or by any Loan Document, (B) restrictions
and conditions existing on the date hereof identified on Schedule 6.10 (but will apply to any extension or renewal
of, or any amendment or modification expanding the scope of, any such restriction or condition), (C) customary restrictions
and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that, such restrictions
and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (D) any agreement in
effect at the time any Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such
Person becoming a Subsidiary, (E) Permitted Payment Restrictions contained in any documents evidencing or governing Indebtedness
permitted hereunder of any Subsidiary of a Loan Party that is not a Loan Party (provided that such restrictions are not
applicable to any Loan Party or the properties of any Loan Party), and (F) customary restrictions or encumbrances under Indebtedness
incurred pursuant to Section 6.01(i) to the extent not more restrictive than the comparable restrictions or encumbrances
contained under this Agreement (ii) clause (a) preceding will not apply to (A) restrictions or conditions
imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply
only to the property or assets (excluding Accounts and Inventory) securing such Indebtedness, (B) customary provisions in
leases with respect to the leased property or restricting the assignment of such lease, (C) customary provisions in licenses
of intellectual property with respect to such intellectual property, (D) customary provisions in any other agreement entered
into in the ordinary course of business that restricts the assignment of such agreement, (E) customary restrictions and conditions
contained in any agreement relating to the sale of any asset permitted under Section 6.05 pending the consummation
of such sale, (F) customary restrictions and conditions contained in the document relating to any Lien, so long as (y) such
Lien is permitted under Section 6.02 and such restrictions or conditions relate only to the specific asset subject
to such Lien and (z) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed
by this Section 6.10.


 




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Section 6.11         Amendment
of Material Documents. No Loan Party will, nor will it permit any Subsidiary to, amend, modify, or waive any of its rights
under (a) any agreement relating to any Subordinated Indebtedness or (b) its charter, articles, or certificate of incorporation
or organization, by-laws, operating, management or partnership agreement, or other organizational or governing documents, in each
case to the extent any such amendment, modification, or waiver would materially and adversely affect the interests of any Secured
Party under the Loan Documents or in the Collateral.


 


Section 6.12         Reserved.


 


Section 6.13         Financial
Covenants.


 


(a)          [reserved]


 


(b)          Fixed
Charge Coverage Ratio. The Loan Parties will not permit the Fixed Charge Coverage Ratio of the Loan Parties, as of the last
day of any fiscal month during any applicable testing period, to be less than 1.00 to 1.00. As used in this Section 6.13(b),
“applicable testing period” means the period beginning on the last day of the fiscal month ended immediately prior
to the date that Availability is less than $6,000,000, and continuing through and including the last day of the fiscal month following
the date that Availability has been greater than (or equal to) $6,000,000 for a period of 30 consecutive days.


 


ARTICLE
7


 


Events of Default


 


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


 


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


 


(b)          the
Borrowers fail to (i) pay any interest on any Loan when and as the same becomes due and payable or (ii) pay any fee or
any other amount (other than an amount referred to in clause (a) of this Article or clause (ii) immediately
preceding) payable under this Agreement or any other Loan Document when and as the same becomes due and payable and such failure
continues unremedied for a period of three Business Days;


 




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


 


(d)          any
Loan Party fails to observe or perform any covenant, condition, or agreement contained in Section 5.02(a), Section 5.03
(with respect to a Loan Party’s existence), or Section 5.08 or in Article 6;


 


(e)          (i) any
Loan Party fails to observe or perform any covenant, condition, or agreement contained in this Agreement (other than those that
constitute a default under another Section of this Article), and such failure continues unremedied for a period of (A) ten
days after the earlier of any Loan Party’s knowledge of such breach or notice thereof from the Administrative Agent (which
notice will be given at the request of any Lender) if such breach relates to terms or provisions of Section 5.01, Section 5.02
(other than Section 5.02(a)), Section 5.03 through Section 5.07, Section 5.10,
Section 5.11, or Section 5.13 or (B) 30 days after the earlier of any Loan Party’s knowledge
of such breach or notice thereof from the Administrative Agent (which notice will be given at the request of any Lender) if such
breach relates to terms or provisions of any other Section of this Agreement or (ii) the occurrence of any event of default,
as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document
(other than this Agreement), which event of default or breach continues beyond any period of grace therein provided;


 


(f)          any
Loan Party or Subsidiary fails to make any payment (whether of principal or interest and regardless of amount) in respect of any
Material Indebtedness, when and as the same becomes due and payable and after giving effect to any applicable grace period with
respect thereto;


 


(g)          any
event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables
or permits (with all applicable grace periods, if any, having expired) the holder or holders of any Material Indebtedness or any
trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase,
redemption, or defeasance thereof, prior to its scheduled maturity; provided that, this clause (g) will not
apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing
such Indebtedness to the extent such sale or transfer is permitted by Section 6.05;


 


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


 




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


 


(j)          any
Loan Party or Subsidiary becomes unable, admits in writing its inability, or publicly declares its intention not to, or fails generally
to pay its debts as they become due;


 


(k)          (i) one
or more judgments for the payment of money in an aggregate amount in excess of $5,000,000 are rendered against any Loan Party,
any Subsidiary or any combination thereof and the same remain undischarged for a period of 30 consecutive days during which execution
is not effectively stayed, or any action is legally taken by a judgment creditor to attach or levy upon any assets of any Loan
Party or Subsidiary to enforce any such judgment or (ii) any Loan Party or Subsidiary fails within 30 days to discharge one
or more non-monetary judgments or orders that, individually or in the aggregate, could reasonably be expected to have a Material
Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested
in good faith by proper proceedings diligently pursued;


 


(l)          an
ERISA Event occurs that, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result
in liability of the Loan Parties and their Subsidiaries in an aggregate amount exceeding (i) $1,000,000 in any year or (ii) $1,000,000
for all periods;


 


(m)          a
Change in Control occurs;


 


(n)          [reserved]


 


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


 




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(p)          except
as specifically permitted by the terms of this Agreement or any Collateral Document, (i) any Collateral Document for any reason
fails to create a valid security interest in Accounts, Inventory, or any other material portion of the other Collateral purported
to be covered thereby or (ii) any Lien securing any Secured Obligation ceases to be a perfected, first priority Lien;


 


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


 


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


 


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


 


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


 




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ARTICLE
8


 


The Administrative Agent


 


Section 8.01         Appointment.
Each of the Lenders, on behalf of itself and any of its Affiliates that are Secured Parties, and the Issuing Bank hereby irrevocably
appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf, including
execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent by the terms of
the Loan Documents, together with such actions and powers as are reasonably incidental thereto. In addition, to the extent required
under the laws of any jurisdiction other than the U.S., each of the Lenders and the Issuing Bank hereby grants to the Administrative
Agent any required powers of attorney to execute any Collateral Document governed by the laws of such jurisdiction on such Lender’s
or Issuing Bank’s behalf. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders
(including the Swingline Lender and the Issuing Bank), and the Loan Parties will not have rights as a third party beneficiary of
any of such provisions. It is understood and agreed that the use of the term “agent” as used herein or in any other
Loan Documents (or any similar term) with reference to the Administrative 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 as a matter of
market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.
The Administrative Agent alone is authorized to determine whether any Credit Card Accounts or Inventory constitute Eligible Credit
Card Accounts or Eligible Inventory, whether to impose or release any Reserve, or whether any conditions to funding or to issuance
of a Letter of Credit have been satisfied, which determinations and judgments if exercised in the Administrative Agent’s
Permitted Discretion will exonerate the Administrative Agent from liability to any Lender or other Person for any error in judgment.


 


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


 




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Section 8.03         Duties
and Obligations. The Administrative Agent will not have any duties or obligations except those expressly set forth in the Loan
Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent will not be subject to any fiduciary
or other implied duties, regardless of whether a Default exists, (b) the Administrative Agent will not have any duty to take
any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by
the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such
other number or percentage of the Lenders as is necessary under the circumstances as provided in Section 9.02), and
(c) except as expressly set forth in the Loan Documents, the Administrative Agent will not have any duty to disclose, and
will not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated
to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent will
not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as is necessary under the circumstances as provided in Section 9.02) or in the
absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent
jurisdiction. The Administrative Agent will be deemed not to have knowledge of any Default unless and until written notice thereof
is given to the Administrative Agent by the Borrower Representative or a Lender, and the Administrative Agent will not be responsible
for or have any duty to ascertain or inquire into (i) any statement, warranty, or representation made in or in connection
with any Loan Document, (ii) the contents of any certificate, report, or other document delivered hereunder or in connection
with any Loan Document, (iii) the performance or observance of any of the covenants, agreements, or other terms or conditions
set forth in any Loan Document, (iv) the validity, enforceability, effectiveness, or genuineness of any Loan Document or any
other agreement, instrument, or document, (v) the creation, perfection, or priority of Liens on the Collateral or the existence
of the Collateral, or (vi) the satisfaction of any condition set forth in Article 4 or elsewhere in any Loan Document,
other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.


 


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


 


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


 




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


 




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Section 8.07         Non-Reliance.


 


(a)          Each
Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not
investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring, or
holding commercial loans in the ordinary course of its business and has, independently and without reliance upon the Administrative
Agent, any arranger of this credit facility, or any amendment thereto, or any other Lender and their respective Related Parties
and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into
this Agreement as a Lender, and to make, acquire, or hold Loans hereunder. Each Lender will, independently and without reliance
upon the Administrative Agent, any arranger of this credit facility, or any amendment thereto, or any other Lender and their respective
Related Parties and based on such documents and information (that may contain material, non-public information within the meaning
of the U.S. securities laws concerning the Borrowers and their Affiliates) as it from time to time deems appropriate, continue
to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, any related
agreement, or any document furnished hereunder or thereunder and in deciding whether or to the extent to which it will continue
as a Lender or assign or otherwise transfer its rights, interests, and obligations hereunder.


 


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


 




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Section 8.08         Reserved.


 


Section 8.09         Not
Partners or Co-Venturers; Administrative Agent as Representative of the Secured Parties.


 


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


 


(b)          In
its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term
“secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Administrative Agent
to enter into each of the Collateral Documents to which it is a party and to take all action contemplated by such documents. Each
Lender agrees that no Secured Party (other than the Administrative Agent) will have the right individually to seek to realize upon
the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised
solely by the Administrative Agent for the benefit of the Secured Parties upon the terms of the Collateral Documents. In the event
that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent
is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan
Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf
of the Secured Parties.


 


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


 




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ARTICLE
9


 


Miscellaneous


 


Section 9.01         Notices.


 


(a)          


 


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


 


		·	if to any Loan Party, to the Borrower Representative at:



 


Francesca’s
Collections, Inc.


8760 Clay
Road, Suite 100


Houston,
Texas 77080


Attention:
Kelly Dilts


E-Mail: kelly.dilts@francescas.com


Facsimile
No: (713) 863-0098


 


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



 


2200 Ross
Avenue


Dallas, Texas
75201


Attention:
Portfolio Manager – Francesca’s


Facsimile
No: (214) 965-2594


 


		·	if to any other Lender or Issuing Bank, to it at its address or facsimile number set forth in its
Administrative Questionnaire;



 


All such notices and other communications
(A) sent by hand or overnight courier service, or mailed by certified or registered mail, will be deemed to have been given
when received, (B) sent by facsimile will be deemed to have been given when sent, provided that, if not given during
normal business hours of the recipient, such notice or communication will be deemed to have been given at the opening of business
on the next Business Day of the recipient, or (C) delivered through Electronic Systems will be effective as provided in clause (b)
following.


 




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(ii)         In
connection with any notice from the Administrative Agent to the Loan Parties with respect to the occurrence of an Event of Default,
an exercise of remedies by any Credit Party, or an assignment of the Obligations under Section 9.04, the Administrative
Agent will also endeavor to provide a copy of such notice to:


 


Francesca’s
Collections, Inc.


8760 Clay
Road, Suite 100


Houston,
Texas 77080


Attention:
Marc G. Schuback


E-Mail: marc.schuback@francescas.com


Facsimile No: (713) 863-0098


 


and


 


O’Melveny & Myers LLP


7 Times Square


New York, New York 10036


Attention: Sung Pak


Email: spak@omm.com


Facsimile No: (212) 326-2061


 


provided that failure or
delay in delivering a copy of any such notice to any such Person will not adversely affect the effectiveness of such notice or
constitute a breach by the Administrative Agent of any provision of this Agreement.


 


(b)          Notices
and other communications to the Lenders hereunder may be delivered or furnished by Electronic Systems pursuant to procedures approved
by the Administrative Agent; provided that the foregoing will not apply to notices pursuant to Article 2 unless
otherwise agreed by the Administrative Agent and the applicable Lender. Each of the Administrative Agent and the Borrower Representative
(on behalf of the Loan Parties) may, in its discretion, agree to accept notices and other communications to it hereunder by Electronic
Systems pursuant to procedures approved by it; provided that, approval of such procedures may be limited to particular notices
or communications. Unless the recipient otherwise proscribes, all notices and other communications (i) sent to an e-mail address
will be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return
receipt requested” function, as available, return e-mail, or other written acknowledgement), provided that, if not
given during the normal business hours of the recipient, such notice or communication will be deemed to have been given at the
opening of business on the next Business Day for the recipient, and (ii) posted to an Internet or intranet website will be
deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i),
of notification that such notice or communication is available and identifying the website address therefor; provided that,
for both clause (i) and clause (ii) preceding, if such notice, e-mail, or other communication is not sent
during the normal business hours of the recipient, such notice or communication will be deemed to have been sent at the opening
of business on the next Business Day of the recipient.


 


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


 




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(d)          Electronic
Systems.


 


(i)          Each
Loan Party agrees that the Administrative Agent may, but will not be obligated to, make Communications (as defined below) available
to the Issuing Bank and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar, or a substantially
similar Electronic System.


 


(ii)         Any
Electronic System used by the Administrative Agent is provided “as is” and “as available.” The Agent Parties
(as defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions
in the Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness
for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any
Agent Party in connection with the Communications or any Electronic System. In no event will the Administrative Agent or any of
its Related Parties (collectively, the “Agent Parties”) have any liability to any Loan Party, any Lender, the
Issuing Bank, or any other Person or entity for damages of any kind, including direct or indirect, special, incidental, or consequential
damages, losses, or expenses (whether in tort, contract, or otherwise) arising out of any Loan Party’s or the Administrative
Agent’s transmission of communications through an Electronic System. “Communications” means, collectively,
any notice, demand, communication, information, document, or other material provided by or on behalf of any Loan Party pursuant
to any Loan Document or the transactions contemplated therein that is distributed by the Administrative Agent, any Lender, or the
Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System.


 


Section 9.02         Waivers;
Amendments.


 


(a)          No
failure or delay by the Administrative Agent, the Issuing Bank, or any Lender in exercising any right or power hereunder or under
any other Loan Document will operate as a waiver thereof, nor will any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or
the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank, and the Lenders
hereunder and under any other Loan Document are cumulative and are not exclusive of any rights or remedies that they would otherwise
have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom will in any event
be effective unless the same is permitted by Section 9.02(b), and then such waiver or consent will be effective only
in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a
Loan or issuance of a Letter of Credit will not be construed as a waiver of any Default, regardless of whether the Administrative
Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.


 




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


 




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(c)          The
Lenders and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to
release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon Payment in Full of all
Secured Obligations, and the cash collateralization of all Unliquidated Obligations in a manner satisfactory to each affected Lender,
(ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative
Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely
conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes
100% of the Equity Interests of a Subsidiary, the Administrative Agent is authorized to release any Loan Guaranty or Obligation
Guaranty provided by such Subsidiary, (iii) constituting property leased to a Loan Party under a lease that has expired or
been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition
of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article 7.
Except as provided in the preceding sentence, the Administrative Agent will not release any Liens on Collateral without the prior
written authorization of the Required Lenders; provided that, the Administrative Agent may in its discretion, release its
Liens on Collateral valued in the aggregate not in excess of $5,000,000 during any calendar year without the prior written authorization
of the Required Lenders(it being agreed that the Administrative Agent may rely conclusively on one or more certificates of the
Borrowers as to the value of any Collateral to be so released, without further inquiry). Any such release will not in any manner
discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the
Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which will continue
to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any
such release will be without recourse to or warranty by the Administrative Agent.


 




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(d)          If,
in connection with any proposed amendment, waiver, or consent requiring the consent of “each Lender” or “each
Lender affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is
not obtained (any such Lender whose consent is necessary but has not been obtained being referred to herein as a “Non-Consenting
Lender”), then the Borrowers may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided
that, concurrently with such replacement, (i) another bank or other entity that is reasonably satisfactory to the Borrowers,
the Administrative Agent, and the Issuing Bank agrees, as of such date, to purchase for cash the Loans and other Obligations due
to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement
and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements
of clause (b) of Section 9.04, and (ii) the Borrowers will pay to such Non-Consenting Lender in same
day funds on the day of such replacement (1) all interest, fees, and other amounts then accrued but unpaid to such Non-Consenting
Lender by the Borrowers hereunder to and including the date of termination, including payments due to such Non-Consenting Lender
under Section 2.15 and Section 2.17, and (2) an amount, if any, equal to the payment that would have
been due to such Lender on the day of such replacement under Section 2.16 had the Loans of such Non-Consenting Lender
been prepaid on such date rather than sold to the replacement Lender.


 


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


 


Section 9.03         Expenses;
Indemnity; Damage Waiver.


 


(a)          The
Loan Parties will, jointly and severally, pay all (x) reasonable and documented out-of-pocket expenses incurred by the Administrative
Agent and its Affiliates, including the reasonable fees, charges, and disbursements of one legal counsel (and one local counsel
in each relevant jurisdiction, or two in the case of any conflict preventing the use of only one local counsel) for the Administrative
Agent, in connection with the syndication and distribution (including via the internet or through an Electronic System) of the
credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications,
or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby are consummated),
(y) reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment,
renewal, or extension of any Letter of Credit or any demand for payment thereunder, and (z) documented out-of-pocket expenses
incurred by the Administrative Agent, the Issuing Bank, or any Lender, including the fees, charges, and disbursements of any counsel
for the Administrative Agent, the Issuing Bank, or any Lender, in connection with the enforcement, collection, or protection of
its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made
or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring, or
negotiations in respect of such Loans or Letters of Credit. Expenses being reimbursed by the Loan Parties under this Section include,
without limiting the generality of the foregoing, fees, costs, and expenses incurred in connection with:


 


(i)          appraisals
and insurance reviews;


 




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(ii)         field
examinations and the preparation of Reports based on the fees charged by a third party retained by the Administrative Agent or
the internally allocated fees for each Person employed by the Administrative Agent with respect to each field examination;


 


(iii)        background
checks regarding senior management and/or key investors, as deemed necessary or appropriate in the sole discretion of the Administrative
Agent;


 


(iv)        Taxes,
fees, and other charges for (A) lien and title searches and title insurance and (B) filing financing statements and continuations,
and (C) other actions to perfect, protect, and continue the Administrative Agent’s Liens;


 


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


 


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


 


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


 


(b)          The
Loan Parties will, jointly and severally, indemnify the Administrative Agent, the Issuing Bank, and each Lender, and each Related
Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, penalties, incremental taxes, liabilities, and related expenses,
including the fees, charges, and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee
arising out of, in connection with, or as a result of (i) the execution or delivery of the Loan Documents or any agreement
or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation
of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds
therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented
in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged
presence or Release of Hazardous Materials on or from any property owned or operated by a Loan Party or a Subsidiary, or any Environmental
Liability related in any way to a Loan Party or a Subsidiary, (iv) the failure of a Loan Party to deliver to the Administrative
Agent the required receipts or other required documentary evidence with respect to a payment made by a Loan Party for Taxes pursuant
to Section 2.17, or (v) any actual or prospective claim, litigation, investigation, or proceeding relating to
any of the foregoing, whether or not such claim, litigation, investigation, or proceeding is brought by any Loan Party or their
respective equity holders, Affiliates, creditors, or any other third Person and whether based on contract, tort, or any other theory
and regardless of whether any Indemnitee is a party thereto; provided that such indemnity will not, as to any Indemnitee,
be available to the extent that such losses, claims, damages, penalties, liabilities, or related expenses are determined by a court
of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct
of such Indemnitee. WITHOUT LIMITATION OF THE FOREGOING, IT IS THE INTENTION OF THE LOAN PARTIES AND THE EACH OF THE LOAN PARTIES
AGREES THAT THE FOREGOING INDEMNITIES WILL APPLY TO EACH INDEMNITEE WITH RESPECT TO LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES,
AND RELATED EXPENSES (INCLUDING ALL EXPENSES OF LITIGATION OR PREPARATION THEREFOR), WHICH IN WHOLE OR IN PART ARE CAUSED BY OR
ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNITEE. This Section 9.03(b) will not apply with respect
to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim.


 




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(c)          To
the extent that any Loan Party fails to pay any amount required to be paid by it to the Administrative Agent (or any sub-agent
thereof), the Swingline Lender or the Issuing Bank (or any Related Party of any of the foregoing) under Section 9.03(a)
or Section 9.03(b), each Lender severally agrees to pay to the Administrative Agent, the Swingline Lender, or the Issuing
Bank (or any Related Party of any of the foregoing), as the case may be, such Lender’s Applicable Percentage (determined
as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood
that any such payment by the Lenders will not relieve any Loan Party of any default in the payment thereof); provided that
the unreimbursed expense or indemnified loss, claim, damage, penalty, liability, or related expense, as the case may be, was incurred
by or asserted against the Administrative Agent, the Swingline Lender, or the Issuing Bank in its capacity as such.


 


(d)          To
the extent permitted by applicable law, no party hereto will assert, and each party hereto hereby waives, any claim against any
other party, including any claim against any Indemnitee, (i) for any damages arising from the use by others of information
or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet)
or (ii) on any theory of liability, for special, indirect, consequential, or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument
contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit, or the use of the proceeds thereof; provided
that, nothing in this Section 9.03(d) will relieve any Loan Party of any obligation it may have to indemnify an Indemnitee
against special, indirect, consequential, or punitive damages asserted against such Indemnitee by a third party.


 


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


 




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Section 9.04         Successors
and Assigns.


 


(a)          The
provisions of this Agreement are binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) no Borrower may assign
or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by any Borrower without such consent will be null and void) and (ii) no Lender may assign or otherwise
transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied,
will be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby
(including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in Section 9.03(c))
and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank, and
the Lenders) any legal or equitable right, remedy, or claim under or by reason of this Agreement.


 


(b)          


 


(i)          Subject
to the conditions set forth in Section 9.04(b)(ii), any Lender may assign to one or more Persons (other than an Ineligible
Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment,
participations in Letters of Credit, and the Loans at the time owing to it) with the prior written consent (such consent not to
be unreasonably withheld) of:


 


(A)         the
Borrower Representative, provided that the Borrower Representative will be deemed to have consented to any such assignment
unless it objects thereto by written notice to the Administrative Agent within five Business Days after having received notice
thereof, and provided, further, that no consent of the Borrower Representative will be required for an assignment
to a Lender, an Affiliate of a Lender, an Approved Fund, or, if an Event of Default exists, any other assignee;


 


(B)         the
Administrative Agent;


 


(C)         the
Issuing Bank; and


 


(D)         the
Swingline Lender.


 


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


 


(E)         except
in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining
amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning
Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment
is delivered to the Administrative Agent) will not be less than $5,000,000 unless each of the Borrower Representative and the Administrative
Agent otherwise consents, provided that no such consent of the Borrower Representative will be required if an Event of Default
exists;


 




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(F)         each
partial assignment will be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement;


 


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


 


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


 


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


 


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


 


“Ineligible
Institution” means a (v) natural person, (w) a Defaulting Lender or its Parent, (x) holding company, investment
vehicle, or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof; provided
that, such holding company, investment vehicle, or trust will not constitute an Ineligible Institution if it (1) has not been
established for the primary purpose of acquiring any Loans or Commitments, (2) is managed by a professional advisor, who is
not such natural person or a relative thereof, having significant experience in the business of making or purchasing commercial
loans, and (3) has assets greater than $25,000,000 and a significant part of its activities consist of making or purchasing
commercial loans and similar extensions of credit in the ordinary course of its business, (y) a Loan Party or a Subsidiary
or other Affiliate of a Loan Party, or (z) any competitor (including any controlling Affiliate thereof) of a Loan Party; provided
that any such competitor (or controlling Affiliate thereof) will not constitute an Ineligible Institution if at the time of any
transfer or assignment under this Section any Event of Default under clause (a), clause (b), or clause (h)
through clause (j) of Article 7 exists.


 




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


 


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


 


(v)         Upon
its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, or (y) to
the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which
the Administrative Agent and the parties to the Assignment and Assumption are participants, the assignee’s completed Administrative
Questionnaire (unless the assignee is already a Lender hereunder), the processing and recordation fee referred to in Section 9.04(b)
and any written consent to such assignment required by Section 9.04(b), the Administrative Agent will accept such Assignment
and Assumption and record the information contained therein in the Register; provided that, if either the assigning Lender
or the assignee fails to make any payment required to be made by it pursuant to Section 2.05, Section 2.06(d),
Section 2.06(e), Section 2.07(b), Section 2.18(d), or Section 9.03(c), the Administrative
Agent will have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless
and until such payment has been made in full, together with all accrued interest thereon. No assignment will be effective for purposes
of this Agreement unless it has been recorded in the Register as provided in this clause (v).


 




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(c)          Any
Lender may, without the consent of the Borrowers, the Administrative Agent, the Issuing Bank, or the Swingline Lender, sell participations
to one or more banks or other entities (a “Participant”) other than an Ineligible Institution in all or a portion
of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans
owing to it); provided that, (i) such Lender’s obligations under this Agreement will remain unchanged; (ii) such
Lender will remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) the Borrowers,
the Administrative Agent, the Issuing Bank, and the other Lenders will continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation will provide that such Lender will retain the sole right to enforce this Agreement and to approve
any amendment, modification, or waiver of any provision of this Agreement; provided that, such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification, or waiver described
in the first proviso to Section 9.02(b) that affects such Participant. The Borrowers agree that each Participant will
be entitled to the benefits of Section 2.15, Section 2.16, and Section 2.17 (subject to the
requirements and limitations therein, including the requirements under Section 2.17(f) and Section 2.17(g)
(it being understood that the documentation required under Section 2.17(f) will be delivered to the participating Lender
and the information and documentation required under Section 2.17(g) will be delivered to the Borrowers and the Administrative
Agent)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.04(b);
provided that, such Participant (y) agrees to be subject to the provisions of Section 2.18 and Section 2.19
as if it were an assignee under Section 9.04(b) and (z) will not be entitled to receive any greater payment under
Section 2.15 or Section 2.17, with respect to any participation, than its participating Lender would have
been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that
occurs after the Participant acquired the applicable participation.


 


Each Lender
that sells a participation agrees, at the Borrowers’ request and expense, to use reasonable efforts to cooperate with the
Borrowers to effectuate the provisions of Section 2.19(b) with respect to any Participant. To the extent permitted
by law, each Participant also will be entitled to the benefits of Section 9.08 as though it were a Lender, provided
that such Participant agrees to be subject to Section 2.18(c) as though it were a Lender. Each Lender that sells a
participation will, acting solely for this purpose as an agent of the Borrowers, maintain a register on which it enters the name
and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans
or other obligations under this Agreement or any other Loan Document (the “Participant Register”); provided
that no Lender will 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 will be conclusive absent manifest error, and such Lender will treat
each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement
notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative
Agent) will have no responsibility for maintaining a Participant Register.


 




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(d)          Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section
will not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a
security interest will release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.


 


Section 9.05         Survival.
All covenants, agreements, representations, and warranties made by the Loan Parties in the Loan Documents and in the certificates
or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document will be considered to
have been relied upon by the other parties hereto and will survive the execution and delivery of the Loan Documents and the making
of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf
and notwithstanding that the Administrative Agent, the Issuing Bank, or any Lender may have had notice or knowledge of any Default
or incorrect representation or warranty at the time any credit is extended hereunder, and will continue in full force and effect
as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is
outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The
provisions of Section 2.15, Section 2.16, Section 2.17, and Section 9.03 and Article 8
will survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment
of the Loans, the expiration or termination of the Letters of Credit and the Commitments, or the termination of this Agreement
or any other Loan Document or any provision hereof or thereof.


 


Section 9.06         Counterparts;
Integration; Effectiveness; Electronic Execution.


 


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


 




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


 


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


 


Section 9.08         Right
of Setoff. If an Event of Default has occurred and is continuing, each Lender and each of its Affiliates is hereby authorized
at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate
to or for the credit or the account of any Loan Party against any of and all the Secured Obligations held by such Lender, irrespective
of whether or not such Lender has made any demand under the Loan Documents and although such obligations may be unmatured. The
applicable Lender will notify the Borrower Representative and the Administrative Agent of such set-off or application, provided
that any failure to give or any delay in giving such notice will not affect the validity of any such set-off or application under
this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights
of setoff) that such Lender may have.


 




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


 


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


 


(b)          Each
Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any U.S.
Federal or New York State court sitting in New York, New York in any action or proceeding arising out of or relating to any Loan
Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the
extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding
will 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 will affect any right that the Administrative Agent, the Issuing Bank or any Lender
may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party
or its properties in the courts of any jurisdiction.


 


(c)          Each
Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
that it may now or hereafter have to the laying of venue of any suit, action, or proceeding arising out of or relating to this
Agreement or any other Loan Document in any court referred to in Section 9.09(b). Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action
or proceeding in any such court.


 


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


 


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


 




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


 


Section 9.12         Confidentiality.
Each of the Administrative Agent, the Issuing Bank, and the Lenders agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees,
and agents, including accountants, legal counsel, and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential),
(b) to the extent requested by any Governmental Authority claiming jurisdiction over the Administrative Agent, Issuing Bank,
or such Lender (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to
the extent required by any Requirement of Law or by any subpoena or similar legal process (provided that the Administrative
Agent, the Issuing Bank, or such Lender, as applicable, will endeavor to promptly notify the Borrower Representative in the event
of any such disclosure by such Person (other than any such disclosure requested by any Governmental Authority claiming jurisdiction
over the Administrative Agent, Issuing Bank, or such Lender, as applicable) unless such notification is prohibited by applicable
law, rule, regulation, court order, or administrative proceeding), (d) to any other party to this Agreement, (e) in connection
with the exercise of any remedies under this Agreement or any other Loan Document or any suit, action, or proceeding relating to
this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions at least as restrictive as those of this Section, to (i) any assignee of or Participant in, or any prospective
assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty
(or its advisors) to any swap or derivative transaction relating to the Loan Parties and their obligations, (g) with the consent
of the Borrower Representative, or (h) to the extent such Information (i) becomes publicly available other than as a
result of a breach of this Section or (ii) becomes available to the Administrative Agent, the Issuing Bank, or any Lender
on a non-confidential basis from a source other than the Borrowers and other than as a result of a breach of this Section that
the Administrative Agent, Issuing Bank, or such Lender, as applicable, has knowledge of. For the purposes of this Section, “Information”
means all information received from the Borrowers or any of their Affiliates relating to the Borrowers, FHC, any of their subsidiaries,
or their business, other than (y) any such information that is available to the Administrative Agent, the Issuing Bank or
any Lender on a non-confidential basis prior to disclosure by the Borrowers and other than as a result of a breach of this Section
that the Administrative Agent, Issuing Bank, or such Lender, as applicable, has knowledge of and (z) other than information
pertaining to this Agreement provided by arrangers to data service providers, including league table providers, that serve the
lending industry. Any Person required to maintain the confidentiality of Information as provided in this Section will be considered
to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality
of such Information as such Person would accord to its own confidential information.


 




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


 


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


 


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


 


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


 


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


 




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


 


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


 


Section 9.18         Marketing
Consent. The Borrowers hereby authorize JPMCB and its affiliates (collectively, the “JPMCB Parties”), at
their respective sole expense, but without any prior approval by the Borrowers, to publish such tombstones and give such other
publicity to this Agreement as each may from time to time determine in its sole discretion. The foregoing authorization will remain
in effect unless and until the Borrower Representative notifies JPMCB in writing that such authorization is revoked.


 




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


 


(a)          the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder that
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 entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other
instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or
any other Loan Document; or


 


(iii)        the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution
Authority.


 


Section 9.20         No
Fiduciary Duty, Etc.. Each Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that no
Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and
each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to each Borrower with respect
to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of,
any Borrower or any other Person. Each Borrower agrees that it will not assert any claim against any Credit Party based on an alleged
breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally,
each Borrower acknowledges and agrees that no Credit Party is advising any Borrower as to any legal, tax, investment, accounting,
regulatory, or any other matters in any jurisdiction. Each Borrower will consult with its own advisors concerning such matters
and will be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and
the Credit Parties will have no responsibility or liability to any Borrower with respect thereto. Each Borrower further acknowledges
and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party, together with its affiliates, is a
full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment
banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other
financial services to, and/or acquire, hold, or sell, for its own accounts and the accounts of customers, equity, debt, and other
securities and financial instruments (including bank loans and other obligations) of, any Borrower and other companies with which
any Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by
any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting
rights, will be exercised by the holder of the rights, in its sole discretion. In addition, each Borrower acknowledges and agrees,
and acknowledges its subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing,
equity capital, or other services (including financial advisory services) to other companies in respect of which a Borrower may
have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information
obtained from any Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with such
Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish
any such information to other companies. Each Borrower also acknowledges that no Credit Party has any obligation to use in connection
with the transactions contemplated by the Loan Documents, or to furnish to any Borrower, confidential information obtained from
other companies.


 




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ARTICLE
10


 


Loan Guaranty


 


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


 


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


 




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Section 10.03         No
Discharge or Diminishment of Loan Guaranty.


 


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


 


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


 


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


 




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


 


Section 10.05         Rights
of Subrogation. No Loan Guarantor will assert any right, claim, or cause of action, including a claim of subrogation, contribution,
or indemnification, that it has against any Obligated Party or any collateral, until the Loan Parties and the Loan Guarantors have
fully performed all their obligations to the Administrative Agent, the Issuing Bank, and the Lenders.


 


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


 


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


 




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Section 10.08         Termination.
Each of the Lenders and the Issuing Bank may continue to make loans or extend credit to the Borrowers based on this Loan Guaranty
until five days after it receives written notice of termination from any Loan Guarantor. Notwithstanding receipt of any such notice,
each Loan Guarantor will continue to be liable to the Lenders for any Guaranteed Obligations created, assumed, or committed to
prior to the fifth day after receipt of the notice, and all subsequent renewals, extensions, modifications, and amendments with
respect to, or substitutions for, all or any part of such Guaranteed Obligations. Nothing in this Section 10.08 will
be deemed to constitute a waiver of, or eliminate, limit, reduce, or otherwise impair any rights or remedies the Administrative
Agent or any Lender may have in respect of, any Default or Event of Default that exists under clause (o) of Article 7
as a result of any such notice of termination.


 


Section 10.09         Taxes.
Each payment of the Guaranteed Obligations will be made by each Loan Guarantor without withholding for any Taxes, unless such withholding
is required by law. If any Loan Guarantor determines, in its sole discretion exercised in good faith, that it is so required to
withhold Taxes, then such Loan Guarantor may so withhold and will timely pay the full amount of withheld Taxes to the relevant
Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such
Loan Guarantor will be increased as necessary so that, net of such withholding (including such withholding applicable to additional
amounts payable under this Section), the Administrative Agent, Lender, or Issuing Bank (as the case may be) receives the amount
it would have received had no such withholding been made.


 


Section 10.10         Maximum
Liability. Notwithstanding any other provision of this Loan Guaranty, the amount guaranteed by each Loan Guarantor hereunder
will be limited to the extent, if any, required so that its obligations hereunder will not be subject to avoidance under Section
548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act, Uniform
Voidable Transaction Act, or similar statute or common law. In determining the limitations, if any, on the amount of any Loan Guarantor’s
obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation,
indemnification, or contribution that such Loan Guarantor may have under this Loan Guaranty, any other agreement, or applicable
law will be taken into account.


 


Section 10.11         Contribution.


 


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


 




    	Credit Agreement – Page 134




     


    

 


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


 


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


 


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


 


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


 


Section 10.12         Liability
Cumulative. The liability of each Loan Party as a Loan Guarantor under this Article 10 is in addition to, and is
cumulative with, all liabilities of each Loan Party to the Administrative Agent, the Issuing Bank, and the Lenders under this Agreement
and the other Loan Documents to which such Loan Party is a party or in respect of any obligations or liabilities of the other Loan
Parties, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically
provides to the contrary.


 




    	Credit Agreement – Page 135




     


    

  


Section 10.13         Keepwell.
Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally, and irrevocably undertakes to provide such
funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee
in respect of a Swap Obligation (provided that, each Qualified ECP Guarantor will only be liable under this Section 10.13
for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13
or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and
not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13
will remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this
Section 10.13 constitute, and this Section 10.13 will be deemed to constitute, a “keepwell, support,
or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity
Exchange Act.


 


ARTICLE
11


 


The Borrower Representative


 


Section 11.01         Appointment;
Nature of Relationship. FSC is hereby appointed by each Loan Party as its contractual representative (herein referred to as
the “Borrower Representative”) hereunder and under each other Loan Document, and each Loan Party irrevocably
authorizes the Borrower Representative to act as the contractual representative of such Loan Party with the rights and duties expressly
set forth herein and in the other Loan Documents. The Borrower Representative agrees to act as such contractual representative
upon the express conditions contained in this Article 11. Additionally, each Borrower hereby appoints the Borrower
Representative as such Borrower’s agent to receive all of the proceeds of the Loans in the Funding Account(s), at which time
the Borrower Representative will promptly disburse such Loans to the appropriate Borrower(s), provided that, in the case
of a Revolving Loan, such amount will not exceed Availability. The Administrative Agent and the Lenders, and their respective officers,
directors, agents, or employees, will not be liable to the Borrower Representative or any Loan Party for any action taken or omitted
to be taken by the Borrower Representative or the Loan Parties pursuant to this Section 11.01.


 


Section 11.02         Powers.
The Borrower Representative will have and may exercise such powers under the Loan Documents as are specifically delegated to the
Borrower Representative by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Borrower
Representative will have no implied duties to the Borrowers, or any obligation to the Lenders to take any action thereunder except
any action specifically provided by the Loan Documents to be taken by the Borrower Representative. Without affecting in any respect
the joint and several nature of the liabilities of each Loan Party hereunder and under the Loan Documents, the Borrower Representative
will have the right to designate one or more of the Borrowers as the “borrower” under the Obligations solely for the
purpose of the internal accounting and administrative purposes of the Borrowers.


 


Section 11.03         Employment
of Agents. The Borrower Representative may execute any of its duties as the Borrower Representative hereunder and under any
other Loan Document by or through authorized officers.


 




    	Credit Agreement – Page 136




     


    

  


Section 11.04         Notices.
Each Borrower will immediately notify the Borrower Representative of the occurrence of any Default or Unmatured Default hereunder
referring to this Agreement describing such Default or Unmatured Default and stating that such notice is a “notice of default”.
In the event that the Borrower Representative receives such a notice, the Borrower Representative will give prompt notice thereof
to the Administrative Agent and the Lenders. Any notice provided to the Borrower Representative hereunder will constitute notice
to each Borrower on the date received by the Borrower Representative.


 


Section 11.05         Successor
Borrower Representative. Upon the prior written consent of the Administrative Agent, the Borrower Representative may resign
at any time, such resignation to be effective upon the appointment of a successor Borrower Representative. The Administrative Agent
will give prompt written notice of such resignation to the Lenders.


 


Section 11.06         Execution
of Loan Documents; Borrowing Base Certificate. The Borrowers hereby empower and authorize the Borrower Representative, on behalf
of the Borrowers, to execute and deliver to the Administrative Agent and the Lenders the Loan Documents and all related agreements,
certificates, documents, or instruments as are necessary or appropriate to effect the purposes of the Loan Documents, including
the Compliance Certificates. Each Borrower agrees that any action taken by the Borrower Representative or the Borrowers in accordance
with the terms of this Agreement or the other Loan Documents, and the exercise by the Borrower Representative of its powers set
forth therein or herein, together with such other powers that are reasonably incidental thereto, will be binding upon all of the
Borrowers.


 


Section 11.07         Reporting.
Each Borrower hereby agrees that such Borrower will furnish promptly after each fiscal month to the Borrower Representative a copy
of its Borrowing Base Certificate and any other certificate or report required hereunder or requested by the Borrower Representative
on which the Borrower Representative will rely to prepare the Borrowing Base Certificates and Compliance Certificate required pursuant
to the provisions of this Agreement.


 


(Signature Pages Follow)


 




    	Credit Agreement – Page 137




     


    

  


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


 


	 	BORROWERS:
	 	 
	 	FRANCESCA’S SERVICES CORPORATION
	 	FRANCESCA’S COLLECTIONS, INC.
	 	FRANCESCAS.COM, INC.
	 	 	 
	 	By:	/s/ Kelly Dilts
	 	 	Kelly Dilts
	 	 	Executive Vice President and Chief 

Financial Officer
	 	 	 
	 	OTHER LOAN PARTIES:
	 	 
	 	FRANCESCA’S HOLDINGS CORPORATION
	 	FRANCESCA’S LLC
	 	 	 
	 	By:	/s/ Kelly Dilts
	 	 	Kelly Dilts
	 	 	Executive Vice President and Chief Financial Officer


 




    Signature Page to Credit Agreement


     


    

 


	 	JPMCB:
	 	 
	 	JPMORGAN CHASE BANK, N.A.,
	 	as the Administrative Agent, the Issuing Bank, the Swingline Lender, and a Lender
	 	 	 
	 	By:	/s/ Bruce R. Cohenour
	 	 	Bruce R. Cohenour
	 	 	Authorized Officer


 




    Signature Page to Credit Agreement


     


    

 


COMMITMENTS


 


Revolving Commitments


 


	Lender	 	Revolving 
 Commitment	 	 	Initial Borrowing 
 Base Allocation	 	 	Revolving
  Percentage	 
	JPMorgan Chase Bank, N.A.	 	$	50,000,000.00	 	 	 	 	 	 	 	100	%
	Total	 	$	50,000,000	 	 	$	 	 	 	 	100.0	%





 




     


     


    

 


SCHEDULE 3.05


 


PROPERTIES


 


Owned Real Property:


 


None.


 


Leased Real Property:


 


8760 Clay Road, Suite 100,


Houston, TX 77080


 


The other properties listed on Annex I of Schedule 3.05 attached
hereto.


 


Trademarks:


 


	Owner	 	Title	 	Application
 Date	 	Registration
 Date	 	Registration No.
	Francesca’s Services Corporation	 	Francesca’s Collections (word mark) (stylized)	 	1/9/2008	 	12/9/2008	 	3542854
	Francesca’s Collections, Inc.	 	FRANCESCA’S and Hummingbird Design	 	8/4/2016	 	12/12/2017	 	5356015
	Francesca’s Services Corporation	 	Francesca’s	 	4/11/2017	 	10/31/2017	 	5323324
	Francesca’s Services Corporation	 	Francesca’s	 	8/22/2014	 	9/8/2015	 	4806853
	Francesca’s Services Corporation	 	Francesca’s Collections	 	1/13/2011	 	2/14/2012	 	4098090
	Francesca’s Services Corporation	 	Francesca’s (stylized)	 	4/24/2012	 	9/18/2012	 	4210187
	Francesca’s Services Corporation	 	Francesca’s (United Kingdom)	 	12/8/2017	 	N/A	 	1390561




 




    Schedule 3.05 — Page 1


     


    

 


	Francesca’s Services Corporation	 	Francesca’s (Turkey)	 	12/8/2017	 	N/A	 	1390561
	Francesca’s Services Corporation	 	Francesca’s (Mexico)	 	12/8/2017	 	N/A	 	1390561
	Francesca’s Services Corporation	 	Francesca’s (European Union (Community)	 	12/8/2017	 	N/A	 	1390561
	Francesca’s Services Corporation	 	Francesca’s (Madrid Protocol)	 	12/8/2017	 	12/8/2017	 	1390561
	Francesca’s Services Corporation	 	Francesca’s Collections (European Union (Community)	 	1/19/2011	 	1/19/2011	 	1066608
	Francesca’s Services Corporation	 	Francesca’s Collections (Madrid Protocol)	 	1/19/2011	 	1/19/2011	 	1066608
	Francesca’s Services Corporation	 	Francesca’s Collections (Canada)	 	1/24/2011	 	3/14/16	 	1512315
	Francesca’s Services Corporation	 	Francesca’s Collections (Mexico)	 	1/24/2011	 	8/17/2011	 	1233359
	Francesca’s Services Corporation.	 	Francesca’s Collections (Mexico)	 	1/24/2011	 	2/14/2012	 	1267805
	Francesca’s Services Corporation	 	Tuileries	 	5/14/2012	 	2/25/2014	 	4489062
	Francesca’s Services Corporation	 	JUN & IVY	 	8/27/2013	 	6/21/2016	 	4980551
	Francesca’s Services Corporation	 	Alya	 	8/4/2016	 	3/20/2018	 	5425862
	Francesca’s Services Corporation	 	Blue Rain	 	8/4/2016	 	3/28/2017	 	5170201
	Francesca’s Services Corporation	 	Dina Be	 	8/4/2016	 	4/4/2016	 	5175486
	Francesca’s Services Corporation	 	FRANLOVE	 	5/10/2016	 	3/28/2017	 	5169744
	Francesca’s Services Corporation	 	HARPER	 	8/4/2016	 	N/A	 	Serial No.: 87/128028
	Francesca’s Services Corporation	 	MI AMI	 	8/4/2016	 	7/25/2017	 	5249009
	Francesca’s Collections, Inc.	 	MI AMI	 	12/14/2016	 	N/A	 	Serial No.: 87/269107
	Francesca’s Services Corporation	 	STORY BY FRANCESCA’S and Design	 	11/7/2013	 	10/21/2014	 	4623657
	Francesca’s Services Corporation	 	FRANCESCA’S COLLECTIONS INDIGO WATERS in Design	 	2/9/2012	 	10/30/2012	 	4232976
	Francesca’s Services Corporation	 	FRANREWARDS	 	4/30/2018	 	N/A	 	Serial No.: 87/901319
	[Francesca’s Services Corporation]	 	Francesca’s (China)	 	05/2018	 	N/A	 	N/A




 




    Schedule 3.05 — Page 2


     


    

 


Copyrights:


 


	Type of Work:	Visual Material
	Registration Number / Date:	VAu001177008 / 2014-05-22 
	Title:	francesca’s Pattern.
	Description:	Electronic.
	Copyright Claimant:	Francesca’s Services Corporation
	Date of Creation:	2014


 


Patents:


 


None.


 


Trade Names:


 


francesca’s


 




    Schedule 3.05 — Page 3


     


    

 


ANNEX I TO SCHEDULE 3.05


 


	Site

    Number	 	Site Name	 	Landlord	 	Landlord's Entity Name	 	Site Address	 	Suite #	 	Site City	 	Site State	 	Site

    Zip
	001	 	Woodway Collection	 	Regency	 	Regency Centers, L.P.	 	1391 South Voss Road	 	 	 	Houston	 	Texas	 	77057
	003	 	Champions Forest Plaza	 	Individual	 	Jim R. Smith	 	5468 W FM 1960	 	 	 	Houston	 	Texas	 	77069
	004	 	Mockingbird Station	 	Individual	 	CPUS MOCKINGBIRD, LP	 	5307 E Mockingbird Ln	 	105	 	Dallas	 	Texas	 	75206
	005	 	Preston Oaks SC	 	Regency	 	BRE Throne Preston Park LLC	 	10720 Preston Rd	 	 	 	Dallas	 	Texas	 	75230
	006	 	Uptown Park SC	 	Edens	 	Interfin Holdings LP	 	1141 Uptown Park Blvd	 	 	 	Houston	 	Texas	 	77056
	007	 	University Park Village	 	Simon	 	UPV Glimcher, LP	 	1600 S University	 	 	 	Fort Worth	 	Texas	 	76107
	008	 	Montana Avenue	 	Individual	 	Montana/Euclid Properties LLC	 	1230 Montana Ave	 	 	 	Santa Monica	 	California	 	90403
	009	 	Preston Park Village	 	Brixmore	 	BRE Throne Preston Park LLC	 	1900 Preston Rd.	 	Suite 203	 	Plano	 	Texas	 	75093
	010	 	Canal Place	 	Individual	 	Wilson Canal Place I, LLC & Wilson Canal
    Place II, LLC	 	333 Canal St	 	 	 	New Orleans	 	Louisiana	 	70130
	011	 	Geneva Commons	 	Mid America Asset	 	LPF Geneva Commons, LLC	 	1520 Commons Dr.	 	-	 	Geneva	 	Illinois	 	60134
	012	 	Sherman Street	 	Individual	 	Church Street LLC	 	1631 Sherman Avenue	 	 	 	Evanston	 	Illinois	 	60201
	013	 	Manhattan Village	 	CBRE	 	RREEF America REIT II Corp., BBB	 	3200 N Sepulveda	 	D10	 	Manhattan Beach	 	California	 	90266
	014	 	Alamo Quarry Market	 	Individual	 	AAT Alamo Quarry, LLC	 	255 E Basse Rd	 	 	 	San Antonio	 	Texas	 	78209
	015	 	Westbank Market SC	 	Individual	 	Westbank Market, LP	 	3300 Bee Cave Rd	 	 	 	Austin	 	Texas	 	78746
	016	 	Highland Village	 	Individual	 	HIGHLAND VILLAGE HOLDING, INC	 	4022 Westheimer	 	 	 	Houston	 	Texas	 	77027
	017	 	Arboretum at Great Hills	 	WPG	 	SPG ARB ASSOCIATES, L.P.	 	10000 Research Blvd	 	122 C-01	 	Austin	 	Texas	 	78759
	018	 	2012 N Halsted Ave	 	Individual	 	Andre and Elke Parra	 	2012 N Halsted Ave	 	 	 	Chicago	 	Illinois	 	60614
	019	 	Girard Avenue	 	Individual	 	Peckham Properties, Inc.	 	7886 Girad Avenue	 	 	 	La Jolla	 	California	 	92037




 




    Annex I to Schedule 3.05 — Page 1


     


    

 


	020	 	Southlake Town Square	 	Inland Retail	 	RPAI Southwest Management, LLC	 	214 State St	 	 	 	Southlake	 	Texas	 	76092
	021	 	The Forum at Carlsbad	 	Individual	 	LA Forum Carlsbad, LLC	 	1923 Calle Barcelona	 	146	 	Carlsbad	 	California	 	92024
	022	 	The Shops at Green Valley Ranch	 	Dunbar Commercial	 	Vestar Green Valley, LLC	 	2260 Village Walk	 	 	 	Henderson	 	Nevada	 	89052
	023	 	Central Park SC	 	Individual	 	HEB Grocery Company, L.P.	 	4001 N Lamar	 	 	 	Austin	 	Texas	 	78756
	025	 	East 2nd Street	 	Individual	 	Khedr Belmont Shores LLC	 	5257 E 2nd St	 	 	 	Long Beach	 	California	 	90803
	026	 	Victoria Gardens	 	Forest City	 	Forest City	 	7839 Kew Ave	 	5620	 	Rancho Cucamonga	 	California	 	91739
	027	 	Spring Creek Plaza	 	Individual	 	SC Plaza, L.L.C.	 	1470 S Bryant Ave	 	 	 	Edmond	 	Oklahoma	 	73034
	029	 	Saddle Creek North	 	Trademark	 	The Shops at Saddle Creek, Inc.	 	7615 W Farmington Blvd	 	33	 	Germantown	 	Tennessee	 	38138
	030	 	Mall at St. Vincent	 	Rouse Properties	 	MALL ST. VINCENT, LLC	 	1133 St. Vincent Avenue	 	170	 	Shreveport	 	Louisiana	 	71104
	031	 	Village Pointe SC	 	RED	 	168th and Dodge, L.P.	 	17151 Davenport	 	113	 	Omaha	 	Nebraska	 	68118
	032	 	The Shoppes at Arbor Lakes	 	UCR Realty	 	PRISA Arbor Lakes, LLC	 	12121 Elm Creek Blvd	 	-	 	Maple Grove	 	Minnesota	 	55369
	033	 	Evergreen Walk	 	Poag	 	Evergreen Walk Lifestyle Center, LLC	 	200 Evergreen Way	 	Suite 221	 	South Windsor	 	Connecticut	 	06074
	034	 	The Summit	 	Bayer Properties	 	Bayer Retail Company IV, L.L.C.	 	200 Summit Blvd	 	600	 	Birmingham	 	Alabama	 	35243
	035	 	Deer Park TC	 	DDR	 	DDR Deer Park Town Center LLC	 	20530 N Rand Rd	 	344	 	Deer Park	 	Illinois	 	60010
	036	 	Greenway Station SC	 	RED	 	RED Development, LLC	 	1650 Deming Way	 	108	 	Middleton	 	Wisconsin	 	53562
	037	 	Woodbury Lakes	 	Ramco - Gershenson	 	Ramco-Gershenson Properties, L.P.	 	9020 Hudson Rd	 	 	 	Woodbury	 	Minnesota	 	55125
	038	 	The Avenue @ Carriage Crossing	 	Poag	 	Poag Shopping Centers, LLC	 	4610  Merchant's Park Cir	 	557	 	Collierville	 	Tennessee	 	38017
	039	 	Orland Park Crossing	 	Mid America Asset	 	Edwards Realty Company	 	14215 La Grange Rd	 	124	 	Orland Park	 	Illinois	 	60462




 




    Annex I to Schedule 3.05 — Page 2


     


    

 


	040	 	Easton Town Center	 	Steiner	 	Easton Town Center LLC	 	108 Easton Town Center	 	-	 	Columbus	 	Ohio	 	43219
	041	 	Crestview Hills TC	 	JR Anderson	 	Crestview Hills Town Center	 	2868 Town Center Blvd	 	7055	 	Crestview Hills	 	Kentucky	 	41017
	043	 	The Shoppes at EastChase Shopping Center	 	Bayer Properties	 	The Shoppes at EastChase, LLC	 	6830 Eastchase Pkwy	 	-	 	Montgomery	 	Alabama	 	36117
	044	 	SouthPointe Pavilions SC	 	RED	 	RED Development, LLC	 	2910 Pine Lake Road	 	L	 	Lincoln	 	Nebraska	 	68516
	045	 	The Promenade Shops at Centerra	 	Poag	 	G&I VI Promenade, LLC	 	5855 Sky Pond Dr	 	F124	 	Loveland	 	Colorado	 	80538
	047	 	The Town Center at Levis Commons	 	Hill Partners	 	Levis Commons, LLC	 	3195 Levis Commons Blvd.	 	285	 	Perrysburg	 	Ohio	 	43551
	048	 	Hamilton Corner	 	CBL Properties	 	Chesterfield Mall, LLC	 	2115 Gunbarrel Rd	 	C	 	Chattanooga	 	Tennessee	 	37421
	049	 	The Pinnacle at Turkey Creek	 	Bayer Properties	 	Hart TC I-III, LLC	 	11347 Parkside Ave	 	-	 	Knoxville	 	Tennessee	 	37934
	050	 	The Mall at Turtle Creek	 	Rouse Properties	 	RPI Turtle Creek Mall, LLC	 	3000 E Highland Dr	 	413	 	Jonesboro	 	Arkansas	 	72401
	051	 	Eastern Shore Centre	 	Individual	 	Allied Development of Alabama	 	30500 State Hwy 181	 	313	 	Spanish Fort	 	Alabama	 	36527
	053	 	The Shoppes at Webb Gin	 	Olshan Properties	 	Webb Gin Property (Sub) LLC	 	1350 Scenic Highway	 	 	 	Snellville	 	Georgia	 	30078
	054	 	Market Street	 	Trademark	 	IMI MSW, LLC	 	9595 Six Pines	 	Suite 980	 	The Woodlands	 	Texas	 	77380
	055	 	Branson Landing	 	Bayer Properties	 	HCW Private Development, LLC	 	319 Branson Landing	 	 	 	Branson	 	Missouri	 	65616
	056	 	Beachcliff Market Square SC	 	Madison Marquette	 	BEACHCLIFF PROPERTIES LIMITED PARTNERSHIP	 	19344 Detroit Rd	 	 	 	Rocky River	 	Ohio	 	44116
	057	 	Legacy Village	 	Steiner & Assoc.	 	Legacy Village Investors LLC	 	24639 Cedar Rd	 	 	 	Lyndhurst	 	Ohio	 	44124
	058	 	The Avenue West Cobb	 	Poag	 	CP Venture Five - AWC LLC	 	3625 Dallas Hwy SW	 	850	 	Marietta	 	Georgia	 	30064
	059	 	The Shops at Friendly Center	 	CBL Properties	 	CBL - Shops at Friendly, LLC	 	3326 W Friendly	 	 	 	Greensboro	 	North Carolina	 	27410
	060	 	Galleria at Tyler	 	GGP	 	Tyler Mall Limited Partnership	 	1240 Galleria at Tyler	 	109	 	Riverside	 	California	 	92503
	062	 	Southlands SC	 	Individual	 	Marc R. Wilkow	 	6235 S Main St	 	108	 	Aurora	 	Colorado	 	80016




 




    Annex I to Schedule 3.05 — Page 3


     


    

 


	063	 	The Promenade Shops at Saucon
    Valley	 	Poag	 	Saucon Valley Lifestyle Center,
    L.P.	 	2960 Center Valley Parkway	 	733	 	Center Valley	 	Pennsylvania	 	18034
	064	 	Midtowne	 	Individual	 	Inland National Real Estate Services, LLC	 	207 N University Ave	 	180	 	Little Rock	 	Arkansas	 	72205
	066	 	Inwood Village	 	CBRE	 	L&B DEPP Inwood Village, L.P.	 	5330 West Lover's Lane	 	Suite 112	 	Dallas	 	Texas	 	75209
	068	 	The Bell Tower SC	 	Madison Marquette	 	Madison Marquette
 BELL TOWER SHOPS, LLC	 	13499 US 41 SE	 	 	 	Fort Myers	 	Florida	 	33907
	069	 	Mount Pleasant Towne Centre	 	Bayer Properties	 	IMI Mount Pleasant LLC	 	1237 Belk Drive	 	 	 	Mt. Pleasant	 	South Carolina	 	29464
	070	 	Blakeney	 	Crosland	 	NW Blakeney Retail LLC	 	9830 Rea Road	 	C	 	Charlotte	 	North Carolina	 	28277
	071	 	Arlington Highlands	 	Individual	 	CPT - Arlington Highlands I, LP	 	3900 Arlington Highlands Blvd	 	 	 	Arlington	 	Texas	 	76018
	072	 	La Palmera	 	Trademark	 	Corpus Christi Retail Ventures LP	 	5488 South Padre Island	 	1430	 	Corpus Christi	 	Texas	 	78411
	073	 	The Shops at Highland Village	 	JLL	 	MP SHOPS AT HIGHLAND VILLAGE, LLC	 	1400 Shoal Creek	 	 	 	Highland Village	 	Texas	 	75077
	074	 	Village at Stone Oak	 	DDR	 	DDR DB Stone Oak LP	 	22702 US 281	 	110	 	San Antonio	 	Texas	 	78259
	075	 	Town Center Plaza	 	WPG	 	Leawood TCP, LLC	 	5256 W 119th St	 	2000	 	Leawood	 	Kansas	 	66209
	076	 	Hill Center at Green Hills	 	Individual	 	H.G. Hill Realty Company, LLC	 	4017 Hillsboro Pike	 	 	 	Nashville	 	Tennessee	 	37215
	077	 	The Avenue Murfreesboro	 	Hines Global	 	Hines Global REIT	 	2615 Medical Center Pkwy	 	 	 	Murfreesboro	 	Tennessee	 	37129
	078	 	Southport Row Condominiums	 	Individual	 	MDN DEVELOPMENT, INC.	 	3539 N Southport	 	 	 	Chicago	 	Illinois	 	60657
	079	 	Mayfaire Town Center	 	CBL Properties	 	Mayfaire SPE/B, LLC	 	6823 Main Street	 	-	 	Wilmington	 	North Carolina	 	28405
	080	 	King Street	 	Individual	 	Properties of Historic Charleston, LLC	 	338 King Street	 	 	 	Charleston	 	South Carolina	 	29401
	081	 	Hill Country Galleria	 	CBRE	 	CSHV HCG Retail. LLC	 	12821 Hill Country Blvd	 	C2-115	 	Bee Cave	 	Texas	 	78738




 




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	082	 	The Shops at Pembroke Gardens	 	Anderson	 	JRA HHF VENTURE, LLC	 	505 SW 145th Terrace	 	-	 	Pembroke Pines	 	Florida	 	33027
	083	 	Perkins Rowe	 	Trademark	 	Stirling Properties, LLC	 	10156 Perkins Rowe	 	 	 	Baton Rouge	 	Louisiana	 	70810
	084	 	Park West	 	Howard Hughes	 	Parke West Retail I, LLC	 	9828 Northern Ave	 	 	 	Peoria	 	Arizona	 	85345
	085	 	Bridge Street Town Centre	 	Bayer Properties	 	IMI Huntsville, LLC	 	340 The Bridge Street	 	 	 	Huntsville	 	Alabama	 	35806
	086	 	The Streets of Indian Lake	 	Individual	 	USPG Indian Lake, LLC	 	300 Indian Lake Blvd	 	160	 	Hendersonville	 	Tennessee	 	37075
	087	 	Vinings Jubilee	 	Paces	 	VININGS JUBlLEE PARTNERS, LTD	 	4300 Paces Ferry	 	257	 	Atlanta	 	Georgia	 	30339
	088	 	Kierland Commons	 	Macerich	 	Kierland Greenway, LLC	 	15211 N Kierland Blvd	 	140	 	Scottsdale	 	Arizona	 	85254
	089	 	The Village at Arrowhead	 	Individual	 	Sunbelt Stores, Inc.	 	20022 North 67th Ave	 	122	 	Glendale	 	Arizona	 	85308
	092	 	3333 Magazine Street	 	Individual	 	3333, L.L.C.	 	3333 Magazine Street	 	 	 	New Orleans	 	Louisiana	 	70115
	093	 	Watters Creek at Montgomery Farm	 	Trademark	 	Watters Creek Owner, LLC	 	843 Watters Creek Boulevard	 	 	 	Allen	 	Texas	 	75013
	094	 	Dogwood Festival Market	 	Inland Retail	 	USPG Portfolio Two, LLC	 	110 Dogwood Blvd	 	G 3B	 	Flowood	 	Mississippi	 	39232
	095	 	Renaissance at Colony Park	 	Mattiace	 	Renaissance at Colony Park, LLC	 	1000 Highland Colony Pkwy	 	1012	 	Ridgeland	 	Mississippi	 	39157
	096	 	Birkdale Village	 	DDR	 	DDRTC Birkdale Village LLC	 	16845-B Birkdale Commons Pkwy	 	-	 	Huntersville	 	North Carolina	 	28078
	098	 	Village Square at Dana Park Shopping Center	 	Whitestone Reit	 	Whitestone REIT	 	1660 S Val Vista Dr	 	116	 	Mesa	 	Arizona	 	85204
	099	 	Cameron Village Shopping Center	 	York	 	Columbia Cameron Village, LLC	 	424 Woodburn Ave	 	-	 	Raleigh	 	North Carolina	 	27605
	100	 	Aspen Grove	 	Gerrity	 	DDR ASPEN GROVE LIFESTYLE CENTER PROPERTIES,
    LLC	 	7301 S Santa Fe Dr	 	420-B	 	Littleton	 	Colorado	 	80120





 




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	101	 	The Promenade at Sagemore	 	Kravco-Simon	 	SAGEMORE MANAGEMENT COMPANY,
    L.L.C.	 	500 Route 73 South	 	 	 	Marlton	 	New Jersey	 	08053
	102	 	Mizner Park SC	 	GGP	 	GGP-Mizner Park LLC-Retail Series	 	322 Plaza Real	 	 	 	Boca Raton	 	Florida	 	33432
	103	 	Casa Paloma	 	SCI	 	Sy Casa Paloma LLC	 	7131 West Ray Road	 	26	 	Chandler	 	Arizona	 	85226
	104	 	The Market Common at Myrtle Beach	 	JLL	 	BEI - Beach LLC	 	3323 Reed Ave	 	A6-700	 	Myrtle Beach	 	South Carolina	 	29577
	105	 	The Avenue Forsyth	 	Starwood	 	Forsyth Owner 1, LP	 	410 Peachtree Pkwy, Bldg 100	 	 	 	Cumming	 	Georgia	 	30041
	106	 	Memorial City Mall	 	Metro	 	MEMORIAL CITY MALL, LP	 	303 Memorial City Mall	 	 	 	Houston	 	Texas	 	77024
	107	 	The Arboretum of South Barrington	 	Starwood	 	Arboretum Mall Owner LLC	 	100 West Higgins Road	 	 	 	South Barrington	 	Illinois	 	60010
	108	 	Regency Court Shopping Center	 	RED	 	Regency Court, L.L.C.	 	120 Regency Parkway	 	152	 	Omaha	 	Nebraska	 	68114
	109	 	Crabtree Valley Mall	 	Plaza Associates	 	CVM HOLDINGS, LLC	 	4325 Glenwood Ave.	 	1084	 	Raleigh	 	North Carolina	 	27615
	110	 	Pinnacle Hills Promenade	 	GGP	 	PINNACLE HILLS, LLC	 	2203 Promenade Blvd	 	 	 	Rogers	 	Arkansas	 	72758
	111	 	Thruway Shopping Center	 	Saul Centers	 	SAUL SUBSIDIARY I LIMITED PARTNERSHIP	 	284 South Stratford Rd	 	 	 	Winston-Salem	 	North Carolina	 	27103
	112	 	The Promenade at Coconut Creek	 	Hill Partners	 	Garrison Coconut Creek LLC	 	4425 Lyons Rd	 	F-104	 	Coconut Creek	 	Florida	 	33073
	113	 	The Shops at La Cantera	 	GGP	 	LA CANTERA RETAIL LIMITED PARTNERSHIP	 	15900 LaCantera Pkwy	 	 	 	San Antonio	 	Texas	 	78256
	114	 	Greenville Center	 	Individual	 	GREENVILLE CENTER ASSOCIATES LLC	 	3801 Kennett Pike	 	 	 	Greenville	 	Delaware	 	19807
	115	 	City Place	 	Related	 	CITYPLACE RETAIL, L.L.C.	 	701 S Rosemary Ave	 	157	 	West Palm Beach	 	Florida	 	33401
	116	 	La Encantada	 	Macerich	 	TWC Tucson, LLC	 	2905 E. Skyline Dr.	 	143	 	Tucson	 	Arizona	 	85718
	117	 	Wheaton Town Square	 	Individual	 	TSW 2015, LLC	 	231A Town Square Wheaton	 	-	 	Wheaton	 	Illinois	 	60187




 




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	118	 	Baybrook Mall	 	GGP	 	BAYBROOK MALL, LLC	 	500 Baybrook Mall	 	 	 	Friendswood	 	Texas	 	77546
	119	 	Destin Commons	 	Turnberry	 	DESTIN COMMONS, LTD	 	4138 Legendary Dr.	 	B-104	 	Destin	 	Florida	 	32541
	120	 	Penn Square Mall	 	Simon	 	PENN SQUARE MALL LIMITED PARTNERSHIP	 	1901 NW Expressway	 	1009A	 	Oklahoma City	 	Oklahoma	 	73118
	121	 	The Falls	 	Simon	 	THE FALLS SHOPPING CENTER ASSOCIATES LLC	 	8888 SW 136 St.	 	368	 	Miami	 	Florida	 	33176
	122	 	Saint Louis Galleria	 	GGP	 	SAINT LOUIS GALLERIA	 	1155 St. Louis Galleria	 	Suite 1162	 	St. Louis	 	Missouri	 	63117
	123	 	The Forum on Peachtree Parkway	 	Core Property Group	 	CPT Peachtree Forum I, LLC	 	5165 Peachtree Pkwy	 	235	 	Norcross	 	Georgia	 	30092
	124	 	Country Club Plaza	 	Macerich	 	Country Club Plaza JV LLC	 	4724 Broadway	 	 	 	Kansas City	 	Missouri	 	64112
	125	 	SouthPark Mall	 	JLL	 	SOUTHPARK MALL LIMITED PARTNERSHIP	 	4400 Sharon Rd.	 	E07B	 	Charlotte	 	North Carolina	 	28211
	126	 	Woodland Hills Mall	 	Simon	 	WOODLAND HILLS MALL, LLC	 	7021 South Memorial Dr.	 	184A	 	Tulsa	 	Oklahoma	 	74133
	127	 	Oak Park Mall	 	CBL Properties	 	Chesterfield Mall, LLC	 	11445 W 95th St.	 	-	 	Overland Park	 	Kansas	 	66214
	128	 	Eastview Mall	 	Wilmorite	 	EASTVIEW MALL, LLC	 	180 Eastview Mall	 	-	 	Victor	 	New York	 	14564
	129	 	5426 Walnut Street	 	Individual	 	Robert A. Crisanti, Esquire	 	5426 Walnut Street	 	 	 	Pittsburgh	 	Pennsylvania	 	15232
	130	 	Oxmoor Center Mall	 	GGP	 	Hocker Oxmoor, LLC	 	7900 Shellbyville Rd.	 	D06	 	Louisville	 	Kentucky	 	40222
	131	 	Bridgewater Commons	 	GGP	 	Bridgewater Commons Mall II LLC	 	400 Bridgewater Commons	 	 	 	Bridgewater	 	New Jersey	 	08807
	132	 	Bradley Fair Shopping Center	 	Individual	 	BF Owner, L.L.C.	 	2000 North Rock Rd.	 	134	 	Wichita	 	Kansas	 	67206
	133	 	ABQ Uptown	 	Simon	 	Hunt Uptown, LLC	 	2261 Q Street	 	 	 	Albuquerque	 	New Mexico	 	87110
	134	 	Village of Merrick Park	 	GGP	 	Merrick Park, LLC	 	370 San Lorenzo Ave.	 	 	 	Coral Gables	 	Florida	 	33416
	135	 	Rosedale Center	 	JLL	 	PPF RTL Rosedale Shopping Center, LLC	 	10 Rosedale Center	 	 	 	Roseville	 	Minnesota	 	55113



 



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	136	 	Bayshore Town Center	 	Olshan Properties	 	Bayshore Town Center	 	5709 N Centerpark Way	 	-	 	Glendale	 	Wisconsin	 	53217
	137	 	The Avenues	 	Simon	 	JACKSONVILLE AVENUES LIMITED PARTNERSHIP	 	10300 Southside Blvd.	 	1490B	 	Jacksonville	 	Florida	 	32256
	138	 	North Point Mall	 	GGP	 	NORTH POINT MALL, LLC	 	1190 North Point Circle	 	 	 	Alpharetta	 	Georgia	 	30022
	139	 	Westshore Plaza	 	WPG	 	WPG Westshore, LLC	 	286 West Shore Plaza	 	B.6.A	 	Tampa	 	Florida	 	33609
	140	 	West County Mall	 	CBL Properties	 	West County Mall CMBS, LLC	 	80 West County Center	 	Suite 1194	 	St. Louis	 	Missouri	 	63131
	141	 	Castleton Square	 	Simon	 	SIMON PROPERTY GROUP, L.P., 	 	6020 East 82nd Street	 	878	 	Indianapolis	 	Indiana	 	46250
	142	 	Park City Center	 	GGP	 	Park City Center Business Trust	 	220 Park City Center	 	 	 	Lancaster	 	Pennsylvania	 	17601
	143	 	West Towne Mall	 	CBL Properties	 	Chesterfield Mall, LLC	 	42 West Towne Mall	 	 	 	Madison	 	Wisconsin	 	53719
	144	 	Derby Street Shoppes	 	W/S Development	 	W/S/M HINGHAM PROPERTIES LLC	 	92 Derby St.	 	113	 	Hingham	 	Massachusetts	 	02043
	145	 	Galleria at Fort Lauderdale	 	JLL	 	KEYSTONE-FLORIDA PROPERTY HOLDING CORP.	 	2414 E. Sunrise Blvd.	 	 	 	Ft. Lauderdale	 	Florida	 	33304
	146	 	The Streets at Southpoint	 	GGP	 	Southpoint Mall, LLC	 	6910 Fayetteville Road	 	 	 	Durham	 	North Carolina	 	27713
	147	 	Danbury Fair Mall	 	Macerich	 	Danbury Mall, LLC	 	7 Backus Avenue	 	G109	 	Danbury	 	Connecticut	 	06810
	148	 	Paramus Park	 	GGP	 	PARAMUS PARK SHOPPING CENTER LIMITED PAR	 	1105 Paramus Park	 	 	 	Paramus	 	New Jersey	 	07652
	149	 	Providence Place	 	GGP	 	GGP - Providence Place LLC	 	1 Providence Place	 	Suite 3235	 	Providence	 	Rhode Island	 	02903
	150	 	Paddock Shops	 	M&J Wilkow, Ltd.	 	M & J Wilkow Properties, LLC	 	4262 Summit Plaza Dr	 	 	 	Louisville	 	Kentucky	 	40241
	151	 	The Village of Rochester Hills	 	Individual	 	MEADOWBROOK ASSOCIATES LLC	 	160 N. Adams Road	 	-	 	Rochester Hills	 	Michigan	 	48309
	152	 	Scottsdale Fashion Square	 	Macerich	 	Scottsdale Fashion Square LLC	 	7014 E Camelback Rd	 	B156	 	Scottsdale	 	Arizona	 	85251



 



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	154	 	Clay Terrace	 	WPG	 	CLAY TERRACE PARTNERS, LLC	 	14395 Clay Terrace Blvd.	 	140	 	Carmel	 	Indiana	 	46032
	155	 	Town Square Las Vegas	 	Fairbourne Properties	 	SRMF Town Square Owner LLC	 	6593 Las Vegas Blvd South	 	167	 	Las Vegas	 	Nevada	 	89119
	156	 	Northbrook Court	 	GGP	 	Westcoast Estates	 	2171 Northbrook Court	 	 	 	Northbrook	 	Illinois	 	60062
	157	 	The Shops at Somerset Square	 	Rouse Properties	 	Shops at Somerset Square, LLC	 	140 Glastonbury Blvd	 	 	 	Glastonbury	 	Connecticut	 	06033
	158	 	The Avenue East Cobb	 	Poag	 	LCI Property Managers, LLC as manager	 	4475 Roswell Rd	 	 	 	Marietta	 	Georgia	 	30062
	159	 	Polaris Fashion Place	 	WPG	 	PFP COLUMBUS, LLC	 	1500 Polaris Parkway	 	1042	 	Columbus	 	Ohio	 	43240
	160	 	Short Pump Town Center	 	Forest City	 	SHORT PUMP TOWN CENTER, LLC	 	11800 West Broad St	 	1044	 	Richmond	 	Virginia	 	23233
	161	 	Rockaway Townsquare	 	Simon	 	ROCKAWAY CENTER ASSOCIATES	 	301 Mt Hope Ave	 	1018	 	Rockaway	 	New Jersey	 	07866
	162	 	Legacy Place	 	W/S Development	 	Legacy Place Properties, LLC	 	640 Legacy Place	 	-	 	Dedham	 	Massachusetts	 	02026
	163	 	Westfield Annapolis	 	Westfield	 	Annapolis Mall Limited Partnership	 	2002 Annapolis Mall	 	1484	 	Annapolis	 	Maryland	 	21401
	164	 	Columbiana Centre	 	GGP	 	COLUMBIANA CENTRE, LLC	 	100 Columbiana Circle	 	 	 	Columbia	 	South Carolina	 	29212
	166	 	Brookfield Square	 	CBL Properties	 	Chesterfield Mall, LLC	 	95 North Moorland Road	 	 	 	Brookfield	 	Wisconsin	 	53005
	167	 	The Grove at Shrewsbury	 	Metrovation	 	Cole GP	 	555 Route 35	 	-	 	Shrewsbury	 	New Jersey	 	07702
	168	 	Haywood Mall	 	Simon	 	BELLWETHER PROPERTIES OF SOUTH CAROLINA, LIMITED PARTNERSHIP	 	700 Haywood Rd.	 	1018	 	Greenville	 	South Carolina	 	29607
	169	 	Menlo Park Mall	 	Simon	 	SHOPPING CENTER ASSOCIATES	 	100 Menlo Park	 	2425	 	Edison	 	New Jersey	 	08837
	170	 	South Shore Plaza	 	Simon	 	BRAINTREE PROPERTY ASSOCIATES LIMITED PARTNERSHIP	 	250 Granite St.	 	1250	 	Braintree	 	Massachusetts	 	02184
	171	 	Mall of America	 	Individual	 	MOAC MALL HOLDINGS LLC

    Mall of America Management Office	 	116 South Blvd	 	-	 	Bloomington	 	Minnesota	 	55425



 



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	172	 	Independence Center	 	Simon	 	Independence Management PR, LLC	 	1704 Independence Ctr.	 	2024	 	Independence	 	Missouri	 	64057
	173	 	Barracks Road Shopping Center	 	Federal Realty	 	FEDERAL REALTY INVESTMENT TRUST	 	1127A Emmet St.	 	 	 	Charlottesville	 	Virginia	 	22903
	174	 	Westfield Old Orchard	 	Westfield	 	Old Orchard Urban Limited Partnership	 	4999 Old Orchard Ctr.	 	E-45	 	Skokie	 	Illinois	 	60077
	176	 	Oakbrook Center	 	GGP	 	OAKBROOK SHOPPING CENTER, LLC	 	100 Oakbrook Center	 	34	 	Oakbrook	 	Illinois	 	60523
	177	 	Natick Mall	 	GGP	 	NATICK MALL, LLC	 	1245 Worcester St	 	Suite 1032	 	Natick	 	Massachusetts	 	01760
	178	 	Lakeside Shopping Center	 	Individual	 	Causeway LLC	 	3301 Veterans Memorial Boulevard	 	89	 	Metairie	 	Louisiana	 	70002
	179	 	Rivertown Crossings	 	GGP	 	GGP-Grandville L.L.C.	 	3700 Rivertown Pkwy SW	 	 	 	Grandville	 	Michigan	 	49418
	180	 	Garden City Shopping Center	 	Individual	 	GATEWAY WOODSIDE, INC.	 	37 Hillside Dr.	 	-	 	Cranston	 	Rhode Island	 	02920
	181	 	Waterford Lakes Town Center	 	WPG	 	SIMON PROPERTY GROUP, L.P., 	 	497 N Alafaya Tr.	 	-	 	Orlando	 	Florida	 	32828
	183	 	The Greene	 	Olshan Properties	 	Greene Town Center LLC	 	73 Plum Street	 	-	 	Beavercreek	 	Ohio	 	45440
	184	 	Old Town Center	 	Federal Realty	 	SRI OLD TOWN, LLC	 	29 University Avenue	 	Suite #E029	 	Los Gatos	 	California	 	95030
	185	 	Stonestown Galleria	 	GGP	 	Stonestown Shopping Center, L.P.	 	3251 20th Avenue	 	 	 	San Francisco	 	California	 	94132
	186	 	CoolSprings Galleria	 	CBL Properties	 	Chesterfield Mall, LLC	 	1800 Galleria Blvd.	 	 	 	Franklin	 	Tennessee	 	37067
	187	 	Kenwood Towne Centre	 	GGP	 	Kenwood Mall L.L.C.	 	7875 Montgomery Rd.	 	R061	 	Cincinnati	 	Ohio	 	45236
	188	 	Riverchase Galleria	 	GGP	 	Hoover Mall Limited, LLC	 	2000 Riverchase	 	 	 	Hoover	 	Alabama	 	35244
	189	 	Jordan Creek Town Center	 	GGP	 	JORDAN CREEK TOWN CENTER, LLC	 	101 Jordan Creek Pkwy	 	11172	 	West Des Moines	 	Iowa	 	50266
	190	 	Westfield Oakridge	 	Westfield	 	Oakridge Mall LP	 	925 Blossom Hill Road	 	1204	 	San Jose	 	California	 	95123



 



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	191	 	The Maine Mall	 	GGP	 	GGP-Maine Mall L.L.C.	 	364 Maine Mall Rd.	 	S-174	 	South Portland	 	Maine	 	04106
	192	 	Westfield Horton Plaza	 	Westfield	 	HORTON PLAZA LP	 	173 Horton Plaza	 	-	 	San Diego	 	California	 	92101
	193	 	Water Tower Place	 	GGP	 	WATER TOWER LLC	 	835 N Michigan Avenue	 	 	 	Chicago	 	Illinois	 	60611
	194	 	Altamonte Mall	 	GGP	 	ALTAMONTE MALL	 	451 East Altamonte Dr	 	 	 	Altamonte Springs	 	Florida	 	32701
	195	 	Alderwood Mall	 	GGP	 	ALDERWOOD MALL L.L.C.	 	3000 184th St SW	 	 	 	Lynnwood	 	Washington	 	98037
	197	 	Cherry Hill Mall	 	PREIT	 	CHERRY HILL CENTER, LLC	 	2000 Route 38	 	1260	 	Cherry Hill	 	New Jersey	 	08002
	198	 	Crocker Park	 	Stark	 	CP Commercial Delaware, LLC	 	161 Main Street	 	-	 	Westlake	 	Ohio	 	44145
	199	 	Westfield North County	 	Westfield	 	EWH ESCONDIDO ASSOCIATES, L.P.	 	200 E Via Rancho Pkwy	 	325	 	Escondido	 	California	 	92025
	200	 	Deerbrook Mall	 	GGP	 	DEERBROOK MALL, LLC	 	20131 Hwy 59 N	 	 	 	Humble	 	Texas	 	77338
	201	 	Pacific Place	 	Individual	 	MPH Pacific Place LLC

    c/o Madison Marquette	 	600 Pine Street	 	253	 	Seattle	 	Washington	 	98101
	202	 	Lynnhaven Mall	 	GGP	 	Lynnhaven Mall L.L.C.	 	701 Lynnhaven Pkwy	 	C15B	 	Virginia Beach	 	Virginia	 	23452
	203	 	West Town Mall	 	Simon	 	WEST TOWN MALL, LLC	 	7600 Kingston Pike	 	1544 A	 	Knoxville	 	Tennessee	 	37932
	204	 	Coral Ridge Mall	 	GGP	 	Coral Ridge Mall	 	1451 Coral Ridge Ave.	 	 	 	Coralville	 	Iowa	 	52241
	205	 	Del Monte Center	 	Individual	 	Del Monte - DMCH, LLC, Del Monte - DMSJH, LLC, Del Monte - KMBC,
    LLC, and Del Monte - POH, LLC, as tenants in common	 	690 Del Monte Center	 	 	 	Monterey	 	California	 	93940
	206	 	Twelve Oaks Mall	 	Taubman	 	Twelve Oaks Mall, LLC	 	27220 Novi Road	 	-	 	Novi	 	Michigan	 	48377
	207	 	The Oaks Mall	 	GGP	 	OAKS MALL, LLC	 	6391 Newberry Rd.	 	-	 	Gainesville	 	Florida	 	32605
	208	 	Galleria at Roseville	 	Westfield	 	Roseville Shoppingtown, LLC	 	1151 Galleria Blvd.	 	Suite 150	 	Roseville	 	California	 	00928
	209	 	Southcenter	 	Westfield	 	WEA Southcenter LLC	 	611 Southcenter Mall	 	 	 	Seattle	 	Washington	 	98188



 



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	211	 	Westfield Valencia	 	Westfield	 	Valencia Town Center Venture, L.P.	 	24201 Valencia Blvd.	 	3537	 	Valencia	 	California	 	91355
	212	 	Fashion Valley Mall	 	Simon	 	FASHION VALLEY MALL, LLC	 	7007 Friars Road	 	583 A	 	San Diego	 	California	 	92108
	213	 	First Colony Mall	 	GGP	 	First Colony Mall, LLC	 	16535 Southwest Frwy.	 	 	 	Sugar Land	 	Texas	 	77479
	214	 	1235 Burlingame Avenue	 	Individual	 	Henry Horn & Sons Incorporated	 	1235 Burlingame Ave	 	-	 	Burlingame	 	California	 	94010
	215	 	Arden Fair	 	Macerich	 	Arden Fair Associates, L.P.	 	1689 Arden Way	 	1334	 	Sacramento	 	California	 	95815
	216	 	Meadowood	 	Simon	 	MEADOWOOD MALL LLC	 	5365 Meadowood Mall Circle	 	-	 	Reno	 	Nevada	 	89502
	217	 	Bethesda Row	 	Federal Realty	 	FEDERAL REALTY INVESTMENT TRUST	 	4844 Bethesda Avenue	 	 	 	Bethesda	 	Maryland	 	20814
	218	 	Miami International Mall	 	Simon	 	MALL AT MIAMI INTERNATIONAL, LLC	 	1455 Northwest 107th Avenue	 	144	 	Doral	 	Florida	 	33172
	219	 	The Shoppes at Farmington Valley	 	W/S Development	 	W/S Peak Canton Properties, LLC	 	110 Albany Turnpike	 	711	 	Canton	 	Connecticut	 	06019
	222	 	The Quarter at Tropicana Casino and Resort	 	Individual	 	TROPICANA ATLANTIC CITY CORP	 	2801 Pacific Avenue	 	 	 	Atlantic City	 	New Jersey	 	08401
	223	 	Circle Centre Mall	 	Simon	 	CIRCLE CENTRE MALL LLC	 	49 West Maryland Street	 	E-16	 	Indianapolis	 	Indiana	 	46204
	224	 	Carousel Center	 	Pyramid	 	CAROUSEL CENTER COMPANY L.P	 	9090 Carousel Center Drive	 	 	 	Syracuse	 	New York	 	13290
	225	 	Walt Whitman Mall	 	Simon	 	WALT WHITMAN MALL, LLC	 	160 Walt Whitman Rd	 	-	 	Huntington Station	 	New York	 	11746
	226	 	The Oaks	 	Macerich	 	Macerich Oaks LLC	 	548 N Hillcrest Dr	 	-	 	Thousand Oaks	 	California	 	91360
	227	 	The Gallery at Harborplace	 	GGP	 	Baltimore Center Associates Limited Partnership	 	200 East Pratt Street	 	 	 	Baltimore	 	Maryland	 	21202
	228	 	Del Amo Fashion Center	 	Simon	 	DEL AMO FASHION CENTER OPERATING COMPANY, L.L.C.	 	3525 Carson Street	 	175	 	Torrance	 	California	 	90503



 



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	229	 	Barefoot Landing	 	Burroughs & Chapin Co.	 	Barefoot Landing Commercial, LLC	 	4816 Highway 17 South	 	 	 	North Myrtle Beach	 	South Carolina	 	29582
	230	 	LaPlaza Mall	 	Simon	 	SIMON PROPERTY GROUP (TEXAS), L.P	 	2200 South 10th Street	 	E02A	 	McAllen	 	Texas	 	78503
	231	 	The Mall at Partridge Creek	 	Starwood	 	Starwood Retail Property Management, LLC	 	17360 Hall Road	 	179	 	Clinton Township	 	Michigan	 	48038
	232	 	The Orchard	 	Benderson	 	RB-3 ASSOCIATES	 	4005 North Buffalo Road	 	 	 	Orchard Park	 	New York	 	14127
	233	 	Connecticut Post	 	Centennial Real Estate Management	 	The Connecticut Post Limited Partnership	 	1201 Boston Post Road	 	2016	 	Milford	 	Connecticut	 	06460
	234	 	Ridgedale Center	 	GGP	 	Ridgedale Center, LLC	 	12323 Wayzata Blvd	 	 	 	Minnetonka	 	Minnesota	 	55305
	235	 	North East Mall	 	Simon	 	SIMON PROPERTY GROUP (TEXAS), L.P	 	1101 Melbourne St	 	3052	 	Hurst	 	Texas	 	76053
	236	 	Staten Island Mall	 	GGP	 	GGP Staten Island Mall, LLC	 	2655 Richmond Avenue	 	 	 	Staten Island	 	New York	 	10314
	237	 	Fox River Mall	 	GGP	 	FOX RIVER SHOPPING CENTER, LLC	 	4301 West Wisconsin Avenue	 	120	 	Appleton	 	Wisconsin	 	54913
	238	 	Irvine Spectrum Shopping Center	 	Spectrum	 	THE IRVINE COMPANY LLC	 	752 Spectrum Center Drive	 	 	 	Irvine	 	California	 	92618
	239	 	Freehold Raceway Mall	 	Macerich	 	Freemall Associates, LLC	 	3710 Rt. 9 H106	 	-	 	Freehold	 	New Jersey	 	07728
	240	 	Towson Town Center	 	GGP	 	Towson TC. LLC	 	825 Dulaney Valley Road	 	 	 	Towson	 	Maryland	 	21204
	241	 	Cape Cod Mall	 	Simon	 	MAYFLOWER CAPE COD, LLC	 	769 Iyannough Rd	 	184	 	Hyannis	 	Massachusetts	 	02601
	242	 	Ocean County Mall	 	Simon	 	SIMON PROPERTY GROUP, INC.	 	1201 Hooper Avenue	 	1081	 	Toms River	 	New Jersey	 	08753
	243	 	Smith Haven Mall	 	Simon	 	MALL AT SMITH HAVEN, LLC	 	313 Smith Haven Mall	 	L20	 	Lake Grove	 	New York	 	11755
	244	 	Reston Town Center	 	Individual	 	Reston Town Center	 	11936 Market Street	 	 	 	Reston	 	Virginia	 	20190
	245	 	Fashion Centre at Pentagon City	 	Simon	 	FASHION CENTRE ASSOCIATES, LLC	 	1100 South Hayes Street	 	Q-7	 	Arlington	 	Virginia	 	22202



 



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	246	 	Westfield Citrus Park	 	Westfield	 	Citrus Park Venture Limited Partnership	 	7949 Citrus Park Center	 	 	 	Tampa	 	Florida	 	33625
	247	 	Coral Square	 	Simon	 	CORAL-CS/LTD. ASSOCIATES	 	9469 W. Atlantic Blvd.	 	9097 A	 	Coral Springs	 	Florida	 	33071
	248	 	Solomon Pond Mall	 	Simon	 	MALL AT SOLOMON POND, LLC	 	601 Donald J Lynch Boulevard	 	N247	 	Marlborough	 	Massachusetts	 	01752
	249	 	Perimeter Mall	 	GGP	 	Perimeter Mall Venture, LLC	 	4400 Ashford Dunwoody Road	 	 	 	Atlanta	 	Georgia	 	30346
	250	 	Glenbrook Square	 	GGP	 	GGP-Glenbrook LLC.	 	4201 Coldwater Road	 	C03	 	Fort Wayne	 	Indiana	 	46805
	251	 	Mayfair	 	GGP	 	MAYFAIR MALL, LLC	 	2500 N. Mayfair Road	 	264	 	Milwaukee	 	Wisconsin	 	53226
	252	 	Summit Mall	 	Simon	 	MALL AT SUMMIT, LLC	 	3265 West Market Street	 	556	 	Akron	 	Ohio	 	44333
	253	 	Valley Plaza Mall	 	GGP	 	Valley Plaza Mall, LP	 	2701 Ming Avenue	 	#253	 	Bakersfield	 	California	 	93304
	254	 	Fayette Mall	 	CBL Properties	 	Fayette Mall SPE, LLC

    

    c/o CBL & Associates, Inc.	 	3401 Nicholasville Road	 	 	 	Lexington	 	Kentucky	 	40503
	255	 	The Mall of Acadiana	 	CBL Properties	 	Chesterfield Mall, LLC	 	5725 Johnston Street	 	 	 	Lafayette	 	Louisiana	 	70503
	256	 	Battlefield Mall	 	Simon	 	BATTLEFIELD MALL, LLC	 	2825 S. Glenstone	 	UO3A	 	Springfield	 	Missouri	 	65804
	257	 	Westgate Mall	 	Individual	 	AMARILLO MALL LLC	 	7701 W Interstate 40	 	 	 	Amarillo	 	Texas	 	79121
	258	 	Tacoma Mall	 	Simon	 	TACOMA MALL PARTNERSHIP	 	4502 S. Steele St	 	670	 	Tacoma	 	Washington	 	98409
	259	 	Willowbrook Mall	 	GGP	 	Willowbrook Mall, LLC	 	1400 Willowbrook Mall	 	 	 	Wayne	 	New Jersey	 	07470
	260	 	The Shops at Long Wharf	 	Individual	 	Elmwal Associates, LLC	 	15 Long Wharf Mall	 	 	 	Newport	 	Rhode Island	 	02840
	261	 	Coastland Center	 	GGP	 	Coastland Center, LLC	 	1766 Tamiami Trail	 	-	 	Naples	 	Florida	 	34102
	262	 	The Shops at Mission Viejo	 	Simon	 	MISSION VIEJO ASSOCIATES, L.P.	 	906 Shoppes at Mission Viejo	 	-	 	Mission Viejo	 	California	 	92691



 






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	263	 	Florida Mall	 	Simon	 	FLORIDA MALL ASSOCIATES, LTD.	 	8001 S. Orange Blossom Trail	 	356	 	Orlando	 	Florida	 	32809
	264	 	Pheasant Lane Mall	 	Simon	 	PHEASANT LANE REALTY TRUST	 	310 Daniel Webster Highway	 	W227	 	Nashua	 	New Hampshire	 	03060
	265	 	Chesterfield Towne Center	 	Rouse Properties	 	RPI CHESTERFIELD LLC	 	11500 Midlothian Turnpike	 	258	 	Richmond	 	Virginia	 	23235
	266	 	Tysons Corner Center	 	Macerich	 	Tysons Corner Holdings LLC	 	7965 Tysons Corner Center	 	-	 	McLean	 	Virginia	 	22102
	267	 	Blackhawk Plaza	 	CenterCal	 	CenterCal, LLC	 	3400 Blackhawk Plaza Cir	 	-	 	Danville	 	California	 	94506
	268	 	The Shops at Riverside	 	Simon	 	RIVERSIDE SQUARE LIMITED PARTNERSHIP	 	One Riverside Square	 	240	 	Hackensack	 	New Jersey	 	07601
	269	 	The Mall at Rockingham Park	 	Simon	 	MALL AT ROCKINGHAM, LLC	 	99 Rockingham Park Blvd.	 	E135	 	Salem	 	New Hampshire	 	03079
	270	 	Hamilton Town Center	 	Simon	 	HAMILTON TOWN CENTER, LLC	 	13170 Harrell Parkway	 	400	 	Noblesville	 	Indiana	 	46060
	271	 	Ross Park Mall	 	Simon	 	PENN ROSS JOINT VENTURE	 	1000 Ross Park Mall Drive	 	#H25	 	Pittsburgh	 	Pennsylvania	 	15237
	272	 	White Marsh Mall	 	GGP	 	White Marsh Mall, LLC	 	8200 Perry Hall Blvd	 	 	 	Baltimore	 	Maryland	 	21236
	274	 	Boise Towne Square	 	GGP	 	Boise Mall, LLC	 	350 N. Milwaukee	 	 	 	Boise	 	Idaho	 	83704
	275	 	The Town Center at Boca Raton	 	Simon	 	THE TOWN CENTER AT BOCA RATON TRUST	 	6000 Glades Road	 	1039	 	Boca Raton	 	Florida	 	33431
	276	 	The Shoppes at Susquehanna Marketplace	 	Metro Commercial	 	Metro Commercial Management Services, Inc.	 	2617 Brindle Drive	 	C2	 	Harrisburg	 	Pennsylvania	 	17110
	277	 	Woodland Mall	 	PREIT	 	PR Woodland Limited Partnership	 	3195 28th SE	 	D110	 	Grand Rapids	 	Michigan	 	49512
	279	 	The Longmeadow Shops	 	Grove Prop.	 	GPT-Longmeadow, LLC	 	704 Bliss Rd.	 	-	 	Longmeadow	 	Massachusetts	 	01106
	280	 	St. Clair Square	 	CBL Properties	 	Chesterfield Mall, LLC	 	151 St. Clair Square	 	-	 	Fairview Heights	 	Illinois	 	62208



 



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	281	 	Downtown Palm Springs	 	Individual	 	DTPS B-2, LLC	 	175 N. Palm Canyon	 	Suite 120	 	Palm Springs	 	California	 	92262
	282	 	Bridgeport Village	 	CenterCal	 	BV CenterCal, LLC	 	7351 SW Bridgeport Rd	 	-	 	Tigard	 	Oregon	 	97224
	283	 	Universal CityWalk	 	Individual	 	Universal CityWalk	 	1000 Universal Studios Blvd.	 	-	 	Universal City	 	California	 	91608
	284	 	Fashion Island	 	Irvine	 	THE IRVINE COMPANY LLC	 	285 Newport Center Dr.	 	 	 	Newport Beach	 	California	 	92660
	285	 	Westfield Garden State Plaza	 	Westfield	 	Westland Garden State Plaza Limited Partnership	 	One Garden State Plaza	 	2131	 	Paramus	 	New Jersey	 	07652
	286	 	Orland Square	 	Simon	 	ORLAND, L.P.	 	317 Orland Square	 	CO4B	 	Orland Park	 	Illinois	 	60462
	287	 	Westfield Mainplace	 	Centennial Real Estate Management	 	MainPlace Shoppingtown LLC	 	2800 N. Main Street	 	348	 	Santa Ana	 	California	 	92705
	288	 	SanTan Village Regional Center	 	Macerich	 	Westcor SanTan Village LLC	 	2206 E. Williams Field Rd.	 	119	 	Gilbert	 	Arizona	 	85295
	289	 	Coconut Point Town Center	 	Simon	 	COCONUT POINT TOWN CENTER, LLC	 	23161 Fashion Drive	 	121	 	Estero	 	Florida	 	33928
	290	 	The Promenade at Chenal	 	RED	 	Little Rock Development Company, LLC	 	17725 Chenal Parkway	 	C-108	 	Little Rock	 	Arkansas	 	72223
	291	 	Westfield Santa Anita	 	Westfield	 	Santa Anita Shoppingtown LP	 	400 Baldwin Ave.	 	372-L	 	Arcadia	 	California	 	91007
	292	 	Washingtonian Center	 	Peterson	 	Washingtonian Associates L.C.	 	9 Grand Corner Avenue	 	 	 	Gaithersburg	 	Maryland	 	20878
	293	 	The Shoppes at River Crossing	 	GGP	 	Shoppes at River Crossing, LLC	 	5080 Riverside Drive	 	 	 	Macon	 	Georgia	 	31210
	294	 	Festival at Woodholme	 	Regency	 	Woodholme Properties Limited Partnership	 	1809 Reisterstown Rd	 	 	 	Baltimore	 	Maryland	 	21208
	295	 	Cordova Mall	 	Simon	 	SIMON PROPERTY GROUP, L.P., 	 	5100 North 9th Avenue	 	D-431	 	Pensacola	 	Florida	 	32504
	296	 	Poughkeepsie Galleria	 	Pyramid	 	Poughkeepsie Galleria, LLC	 	2001 South Road	 	 	 	Poughkeepsie	 	New York	 	12601
	297	 	Deptford Mall	 	Macerich	 	Macerich Deptford LLC	 	1750 Deptford Center Rd.	 	2029	 	Deptford	 	New Jersey	 	08096



 



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	298	 	Coligny Plaza Shopping Center	 	Individual	 	Coligny PLaza Limited Partnership	 	1 N. Forest Beach Dr.	 	M Spc5	 	Hilton Head Island	 	South Carolina	 	29928
	299	 	Kingsgate Center	 	Graco	 	GPF Lubbock Associates Limited Partnership	 	8201 Quaker Avenue	 	 	 	Lubbock	 	Texas	 	79424
	300	 	Pier Park	 	Simon	 	PIER PARK, LLC	 	200 Blue Fish Drive	 	110	 	Panama City Beach	 	Florida	 	32413
	301	 	Woodbridge Center	 	Madison Marquette	 	Woodbridge Center Property, LLC	 	216 Woodbridge Center Dr.	 	 	 	Woodbridge	 	New Jersey	 	07095
	302	 	Treasure Coast Square	 	Simon	 	TREASURE COAST-JCP ASSOCIATES, LTD.	 	3194 NW Federal Hwy.	 	139	 	Jensen Beach	 	Florida	 	34957
	303	 	Ridge Hill	 	Forest City	 	FC Yonkers Associates, LLC	 	136 Market Street	 	-	 	Yonkers	 	New York	 	10710
	304	 	Crossgates Mall	 	Pyramid	 	Crossgates Mall Company Newco LLC	 	1 Crossgates Mall Road	 	B232	 	Albany	 	New York	 	12203
	305	 	Stoneridge SC	 	Simon	 	STONERIDGE PROPERTIES LLC	 	1336 Stoneridge Mall	 	D-120	 	Pleasanton	 	California	 	94588
	306	 	Chandler Fashion Center	 	Macerich	 	TWC Chandler LLC	 	3111 W Chandler Blvd	 	1196	 	Chandler	 	Arizona	 	85226
	307	 	Carolina Place	 	GGP	 	Carolina Place L.L.C.	 	11025 Carolina Place Parkway	 	A-20	 	Pineville	 	North Carolina	 	28134
	308	 	Mall of Georgia	 	Simon	 	MALL OF GEORGIA, LLC	 	3333 Buford Dr.	 	2015	 	Buford	 	Georgia	 	30519
	309	 	Town Center at Cobb	 	Simon	 	TOWN CENTER AT COBB, LLC	 	400 Ernest Barrett Pkwy.	 	170	 	Kennesaw	 	Georgia	 	30144
	310	 	South Hills Village	 	Simon	 	SOUTH HILLS VILLAGE ASSOCIATES, L.P.	 	301 S Hills Vlg	 	1070 A	 	Pittsburgh	 	Pennsylvania	 	15241
	312	 	University Mall SC	 	Woodbury	 	University Mall Shopping Center, L.C	 	575 E. University Parkway	 	 	 	Orem	 	Utah	 	84097
	314	 	Crossroads Center	 	GGP	 	St. Cloud Mall L.L.C.	 	4201 West Division Street	 	B0027	 	St Cloud	 	Minnesota	 	56301
	315	 	Westfield Trumbull	 	Westfield	 	Trumbull Shopping Center #2 LLC	 	5065 Main Street	 	2075	 	Trumbull	 	Connecticut	 	06611
	316	 	Apache Mall	 	GGP	 	Apache Mall, LLC	 	333 Apache Mall	 	 	 	Rochester	 	Minnesota	 	55902



 



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	317	 	Columbia Mall	 	GGP	 	Columbia Mall L.L.C.	 	2300 Bernadette Drive	 	 	 	Columbia	 	Missouri	 	65203
	319	 	Paseo Nuevo	 	BMW Realty	 	I&G Direct Estate 3, LP	 	727 State St.	 	-	 	Santa Barbara	 	California	 	93101
	320	 	Market Place Shopping Center	 	GGP	 	Champaign Market Place L.L.C.	 	2000 N. Neil Street	 	 	 	Champaign	 	Illinois	 	61820
	321	 	Suburban Square	 	Individual	 	Amerishop Suburban, LP	 	33 Coulter Avenue	 	76	 	Ardmore	 	Pennsylvania	 	19003
	322	 	Chesterfield Mall	 	Madison Marquette	 	Chesterfield Mall, LLC	 	291 Chesterfield Mall	 	 	 	Chesterfield	 	Missouri	 	63017
	323	 	White Oaks Mall	 	Simon	 	MALL AT WHITE OAKS, LLC	 	2501 Wabash Avenue	 	H05B	 	Springfield	 	Illinois	 	62704
	324	 	Miller Hill Mall	 	Simon	 	SIMON PROPERTY GROUP, L.P., 	 	1600 Miller Trunk Highway	 	L06	 	Duluth	 	Minnesota	 	55811
	325	 	Northwest Arkansas Mall	 	NamDar Realty Group	 	MMP Arkansas, LLC	 	4201 N. Shiloh Drive	 	1665	 	Fayetteville	 	Arkansas	 	72703
	326	 	Central Mall	 	Individual	 	Fort Smith Mall LLC	 	5111 Rodgers Ave.	 	 	 	Fort Smith	 	Arkansas	 	72903
	327	 	Greenwood Park Mall	 	Simon	 	GREENWOOD PARK MALL, LLC	 	1251 Us Highway 31 N	 	#D11B	 	Greenwood	 	Indiana	 	46142
	328	 	The Shops at Legacy	 	Individual	 	The Shops at Legacy (Inland) L.P.	 	7201 Bishop Road	 	E-9	 	Plano	 	Texas	 	75024
	329	 	University Park Mall	 	Simon	 	UNIVERSITY PARK MALL, LLC	 	6501 N. Grape Rd.	 	108	 	Mishawaka	 	Indiana	 	46545
	330	 	Monroeville Mall	 	CBL Properties	 	Chesterfield Mall, LLC	 	225 A Monroeville Mall	 	 	 	Monroeville	 	Pennsylvania	 	15146
	331	 	Briarwood	 	Simon	 	BRIARWOOD LLC	 	264 Briarwood Circle	 	G-106	 	Ann Arbor	 	Michigan	 	48108
	332	 	Southdale Center	 	Simon	 	SOUTHDALE LIMITED PARTNERSHIP	 	10 Southdale Center	 	1750	 	Edina	 	Minnesota	 	55435
	333	 	Bay Park Square	 	Simon	 	Simon Capital Limited Partnership	 	645 Bay Park Square	 	645	 	Green Bay	 	Wisconsin	 	54304
	336	 	South County Mall	 	CBL Properties	 	Chesterfield Mall, LLC	 	18 South County Centerway	 	 	 	St. Louis	 	Missouri	 	63129



 



    Annex I to Schedule 3.05 — Page 18


     


    

 


	337	 	The Shoppes at Montage	 	US Properties Group	 	USPG Portfolio Five, LLC	 	2451 Shoppes Blvd.	 	 	 	Moosic	 	Pennsylvania	 	18507
	338	 	Millcreek Mall	 	Cafaro	 	CAFARO MANAGEMENT COMPANY	 	654 Millcreek Mall	 	420	 	Erie	 	Pennsylvania	 	16565
	339	 	Westfield Southpark	 	Starwood	 	Southpark Mall, LLC	 	500 Southpark Ctr	 	 	 	Cleveland	 	Ohio	 	44136
	340	 	MacArthur Center	 	Starwood	 	MacARTHUR SHOPPING CENTER LLC	 	300 Monticello Avenue	 	285	 	Norfolk	 	Virginia	 	23510
	341	 	Fair Oaks	 	Taubman	 	Taubman Fairfax Company of Virginia, LLC	 	11750 Fair Oaks Mall	 	K-113	 	Fairfax	 	Virginia	 	22033
	342	 	Palisades Center	 	Pyramid	 	EKLECCO NEWCO LLC	 	2671 Palisades Center Drive	 	-	 	West Nyack	 	New York	 	10994
	343	 	Laurel Park Place	 	CBL Properties	 	Chesterfield Mall, LLC	 	37700 West Six Mile Road	 	 	 	Livonia	 	Michigan	 	48152
	344	 	San Francisco Centre	 	Westfield	 	S.F. Centre Limited Partnership	 	865 Market Street	 	Suite 212	 	San Francisco	 	California	 	94103
	346	 	The Mall in Columbia	 	GGP	 	The Mall in Columbia Business Trust	 	10300 Little Patuxent Parkway	 	2800	 	Columbia	 	Maryland	 	21044
	347	 	Tuttle Crossing	 	Simon	 	TUTTLE CROSSING ASSOCIATES II LLC	 	5043 Tuttle Crossing Boulevard	 	163	 	Dublin	 	Ohio	 	43016
	348	 	Hillsdale Shopping Center	 	Related	 	HSC Holdings, LLC	 	Sixty 31st Avenue	 	1350	 	San Mateo	 	California	 	94403
	349	 	Pecanland Mall	 	GGP	 	Pecanland Mall LLC	 	4700 Millhaven Road #2000	 	1042	 	Monroe	 	Louisiana	 	71203
	350	 	Willow Grove Mall	 	PREIT	 	WG Park, L.P.	 	2500 West Moreland Road	 	2069	 	Willow Grove	 	Pennsylvania	 	19090
	351	 	Otay Ranch Town Center	 	GGP	 	GGP-Otay Ranch,L.P	 	2015 Birch Road	 	903	 	Chula Vista	 	California	 	91915
	352	 	Hawthorne	 	Centennial Real Estate Management	 	Hawthorn, L.P.	 	1 Hawthorn Center	 	 	 	Vernon Hills	 	Illinois	 	60061
	353	 	The Crossroads	 	GGP	 	Kalamazoo Mall LLC	 	6650 South Westnedge Avenue	 	216	 	Portage	 	Michigan	 	49024



 



    Annex I to Schedule 3.05 — Page 19


     


    

 


	354	 	Augusta Mall	 	GGP	 	Augusta Mall, LLC	 	3450 Wrightsboro Road	 	 	 	Augusta	 	Georgia	 	30909
	355	 	Charleston Town Center	 	Forest City	 	Charleston Town Center SPE, LLC	 	3000 Charleston Town Center	 	1019	 	Charleston	 	West Virginia	 	25389
	356	 	NW 23rd Street	 	C.E. John Properties	 	C.E. John Properties 22, LLC	 	940 NW 23rd Ave	 	 	 	Portland	 	Oregon	 	97210
	357	 	The Avenue Peachtree City	 	Poag	 	CP Venture Five-Apc LLC	 	242 City Circle	 	Ste 1120	 	Peachtree City	 	Georgia	 	30269
	358	 	25 W. Jefferson	 	Individual	 	Towne Centres Holdings, Ltd.	 	25 W Jefferson Ave.	 	 	 	Naperville	 	Illinois	 	60540
	359	 	Quail Springs Mall	 	GGP	 	Quail Springs Mall, LLC	 	2501 West Memorial Rd.	 	 	 	Oklahoma City	 	Oklahoma	 	73134
	360	 	Visalia Mall	 	GGP	 	Visalia Mall, L.P.	 	2031 South Mooney Boulevard	 	1470	 	Visalia	 	California	 	93277
	361	 	Hyde Park	 	W/S Development	 	WS/CIP II Tampa Owner, LLC	 	712 S. Village Circle Space F6	 	 	 	Tampa	 	Florida	 	33606
	362	 	Eastland Mall	 	Macerich	 	SM EASTLAND MALL, LLC	 	800 North Green River Road	 	72	 	Evansville	 	Indiana	 	47715
	364	 	Fashion Show	 	GGP	 	Fashion Show Holding, LLC	 	3200 Las Vegas Blvd S.	 	Suite 2500	 	Las Vegas	 	Nevada	 	89109
	365	 	Post Oak Mall	 	CBL Properties	 	POM-COLLEGE STATION, LLC	 	1500 Harvey Road	 	 	 	College Station	 	Texas	 	77840
	366	 	Neshaminy Mall	 	GGP	 	Neshaminy Mall Joint Venture LTD PTSHP	 	Route 1 & Bristol Road	 	 	 	Bensalem	 	Pennsylvania	 	19020
	367	 	742 Massachusetts St	 	Individual	 	Jong Ho Kim and Soon Ae Kim	 	742 Massachusetts St.	 	 	 	Lawrence	 	Kansas	 	66044
	369	 	Wareham Crossing	 	W/S Development	 	W/S Wareham Properties LLC	 	2421 Cranberry Highway	 	 	 	Wareham	 	Massachusetts	 	02571
	370	 	Pearland Town Center	 	CBL Properties	 	Pearland Ground, LLC	 	11200 Broadway	 	 	 	Pearland	 	Texas	 	77584



 



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	371	 	Boonesboro Shopping Center	 	Individual	 	J.B. Forehand & Co., Inc.	 	4925 Boonsboro Road	 	 	 	Lynchburg	 	Virginia	 	24503
	372	 	Hulen Mall	 	GGP	 	Hulen Mall, LLC	 	4800 S Hulen St.	 	 	 	Fort Worth	 	Texas	 	76132
	373	 	Miracle Mile Mall Shops	 	Individual	 	Boulevard Invest LLC	 	3663 Las Vegas Boulevard South	 	 	 	Las Vegas	 	Nevada	 	89109
	374	 	Firewheel Town Center	 	Simon	 	SIMON PROPERTY GROUP (TEXAS), L.P	 	245 Cedar Sage Dr.	 	 	 	Garland	 	Texas	 	75040
	375	 	Promenade at Briargate	 	Poag	 	IMI Colorado Springs, LLC	 	1885 Briargate Parkway	 	 	 	Colorado Springs	 	Colorado	 	80920
	376	 	Peninsula Town Center	 	Individual	 	Peninsula Main VA, LLC	 	1661 Merchant Lane	 	 	 	Hampton	 	Virginia	 	23666
	377	 	Midtown Village	 	Individual	 	Carlyle-Cypress Tuscaloosa I, LLC	 	1800 McFarland Blvd	 	Suite 217	 	Tuscaloosa	 	Alabama	 	35401
	378	 	2nd Street District	 	Individual	 	AMLI Austin Retail, L.P.	 	241 W 2nd St	 	 	 	Austin	 	Texas	 	78701
	379	 	Clocktower	 	Individual	 	Lafayette Clocktower, LLC	 	3569 A & B Mt Diablo Blvd	 	 	 	Lafayette	 	California	 	94549
	380	 	Oakwood Center	 	GGP	 	OAKWOOD SHOPPING CENTER, LLC	 	197 Westbank Expressway	 	 	 	Gretna	 	Louisiana	 	70053
	381	 	Glen Eagle Square	 	Madison Marquette	 	Glen Eagle Retail L.L.C.	 	535 Wilmington West Chester Pike	 	 	 	Glen Mills	 	Pennsylvania	 	19342
	382	 	Parkway Place	 	CBL Properties	 	Parkway Place SPE, LLC	 	2801 Memorial Pkwy South	 	Suite 166	 	Huntsville	 	Alabama	 	35801
	383	 	Emory Point	 	BREIT	 	BREIT MF EP I LLC	 	855 Emory Point Drive	 	 	 	Atlanta	 	Georgia	 	30329
	384	 	Mansfield Crossing	 	W/S Development	 	Route 140 School Street, LLC	 	280 School Street	 	 	 	Mansfield	 	Massachusetts	 	02048
	385	 	College Mall	 	Simon	 	Simon Property Group, L.P. 	 	2894 East 3rd Street	 	 	 	Bloomington	 	Indiana	 	47401



 



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	386	 	Tippecanoe Mall	 	Simon	 	Simon Property Group, L.P. 	 	2415 Sagamore Parkway South	 	 	 	Lafayette	 	Indiana	 	47905
	387	 	Greenwood Mall	 	GGP	 	Greenwood Mall L.L.C.	 	2625 Scottsville Road	 	 	 	Bowling Green	 	Kentucky	 	42104
	388	 	Emerald Square	 	Simon	 	Mayflower Emerald Square, LLC	 	999 South Washington Street	 	 	 	North Attleborough	 	Massachusetts	 	02760
	389	 	Old Mill District	 	Individual	 	River Shops, LLC	 	520 Southwest Powerhouse Dr.	 	Space 601	 	Bend	 	Oregon	 	97702
	390	 	Oxford Valley Mall	 	Simon	 	Lincoln Plaza Center, L.P.	 	2300  East Lincoln Highway	 	 	 	Langhorne	 	Pennsylvania	 	19047
	391	 	Barnes Crossing	 	Rouse Properties	 	TUP 130, LLC	 	1001 Barnes Crossing Rd.	 	 	 	Tupelo	 	Mississippi	 	38804
	393	 	161 E Broad Street	 	Individual	 	Ward & O'Donnell Westfield, LLC	 	161 E Broad St	 	 	 	Westfield	 	New Jersey	 	07090
	394	 	The Shoppes at Union Hill	 	RPAI	 	Denville Union Hill, L.L.C.	 	3056 State Route 10 West	 	 	 	Denville	 	New Jersey	 	07834
	395	 	Delray Marketplace	 	Kite Realty	 	KRG/Atlantic Delray Beach, LLC	 	9173 Atlantic Avenue	 	 	 	Delray Beach	 	Florida	 	33446
	396	 	Shops at Wiregrass	 	Forest City   	 	Goodforest LLC	 	28210 Paseo Dr	 	 	 	Wesley Chapel	 	Florida	 	33543
	397	 	Hunt Valley Center	 	Greenbery Gibbons Commercial	 	Hunt Valley Towne Centre, LLC	 	118 Shawan Road	 	 	 	Hunt Valley	 	Maryland	 	21030
	398	 	Exton Square Mall	 	PREIT	 	PR Exton Square Property L.P.	 	260 Exton Square Parkway	 	 	 	Exton	 	Pennsylvania	 	19341
	399	 	Montogomery Mall	 	Simon	 	Mall at Montgomeryville, L.P.	 	282 Montgomery Mall	 	 	 	North Wales	 	Pennsylvania	 	19454
	400	 	Park Meadows	 	GGP	 	Park Meadows Mall, LLC	 	8505 Park Meadows Center Drive	 	 	 	Lone Tree	 	Colorado	 	80124



 



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	401	 	Eastwood Town Center	 	RPAI	 	RPAI Lansing Eastwood, L.L.C.	 	3034 Towne Centre Boulevard	 	 	 	Lansing	 	Michigan	 	48912
	402	 	Morgantown	 	WPG	 	Morgantown Mall Associates Limited Partnership	 	9707 Mall Road	 	 	 	Morgantown	 	West Virginia	 	26501
	403	 	Bellis Fair	 	GGP	 	Bellis Fair Mall, LLC	 	One Bellis Fair Parkway	 	 	 	Bellingham	 	Washington	 	98226
	404	 	Bowie Town Center	 	WPG	 	BOWIE MALL COMPANY, LLC	 	15548 Emerald Way	 	B01	 	Bowie	 	Maryland	 	20716
	405	 	631 King Street	 	Individual	 	Kamil Property Management, LLC	 	631 King Street	 	 	 	Alexandria	 	Virginia	 	22314
	406	 	The Village	 	Pelican Village, LLC	 	Pelican Village, L.L.C.	 	2885 Highway 190	 	 	 	Mandeville	 	Louisiana	 	70471
	407	 	115 S. Old Woodward	 	Individual	 	Fuller Central Park Properties, LLC	 	115 S Old Woodward Ave.	 	 	 	Birmingham	 	Michigan	 	48009
	408	 	Midland Park Mall	 	Simon	 	Midland Park Mall, L.P.	 	4511 North Midkiff Road	 	 	 	Midland	 	Texas	 	79705
	409	 	Mall of New Hampshire	 	Simon	 	MNH Mall, L.L.C.	 	1500 South Willow Street	 	 	 	Manchester	 	New Hampshire	 	03103
	410	 	Livingston Mall	 	Simon	 	Livingston Mall Venture	 	112 Eisenhower Parkway	 	1015 B	 	Livingston	 	New Jersey	 	07039
	411	 	Great Lakes Mall	 	WPG	 	MALL AT GREAT LAKES, LLC	 	7850 Mentor Avenue	 	 	 	Mentor	 	Ohio	 	44060
	412	 	Spokane Valley	 	GGP	 	Spokane Mall L.L.C.	 	14700 East Indiana Ave.	 	 	 	Spokane Valley	 	Washington	 	99216
	413	 	Old Hickory Mall	 	CBL Properties	 	Old Hickory Mall Venture II, LLC	 	2021 N. Highland Avenue	 	 	 	Jackson	 	Tennessee	 	38305
	414	 	River Hills Mall	 	GGP	 	River Hills Mall, LLC	 	1850 Adams Street	 	 	 	Mankato	 	Minnesota	 	56001
	415	 	Oakway Center	 	Evans, Edler & Brown	 	McKay Investment Company, LLC	 	20 Oakway Center	 	-	 	Eugene	 	Oregon	 	97401
	416	 	Capital Mall	 	Starwood	 	SRP Property Management, LLC	 	625 Black Lake Boulevard	 	 	 	Olympia	 	Washington	 	98502
	417	 	Vancouver Mall	 	Centennial Real Estate Management	 	US Centennial Vancouver Mall LLC	 	8700 NE Vancouver Mall Drive	 	 	 	Vancouver	 	Washington	 	98662



 



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	418	 	Roosevelt Field	 	Simon	 	The Retail Property Trust	 	630 Old Country Road	 	 	 	Garden City	 	New York	 	11530
	419	 	Eden Prairie Mall	 	Cypress Equities	 	CAPREF Eden Prairie LLC	 	8251 Flying Cloud Drive	 	 	 	Eden Prairie	 	Minnesota	 	55344
	420	 	Woodbury Common	 	Individual	 	Kabro Associates of Woodbury LLC	 	8285 Jericho Turnpike	 	 	 	Woodbury	 	New York	 	11797
	421	 	Cottonwood Mall	 	WPG	 	MALL AT COTTONWOOD, LLC	 	10,000 Coors Blvd. NW	 	 	 	Albuquerque	 	New Mexico	 	87114
	422	 	E. 2nd Street	 	Individual	 	The Plaza at Cherry Creek North, LLC	 	2800 E. 2nd Ave	 	106	 	Denver	 	Colorado	 	80206
	423	 	Cielo Vista	 	Simon	 	SIMON PROPERTY GROUP (TEXAS), L.P	 	8401 Gateway Blvd. West	 	 	 	El Paso	 	Texas	 	79925
	424	 	Dulles Town Center	 	Lerner	 	Dulles Town Center Mall, L.L.C	 	21100 Dulles Town Circle	 	 	 	Dulles	 	Virginia	 	20166
	425	 	Shoppes at Grand Prairie	 	The Pollard Group	 	Singerman Real Estate, LLC	 	5201 W. War Memorial Drive	 	 	 	Peoria	 	Illinois	 	61615
	426	 	Shoppes at College Hills	 	Wilkow	 	CH Shoppes LLC	 	307 Veteran's Parkway	 	 	 	Normal	 	Illinois	 	61761
	427	 	McCain Mall	 	Simon	 	McCain Mall Company Limited Partnership	 	3929 McCain Blvd.	 	 	 	Little Rock	 	Arkansas	 	72116
	428	 	Galleria Dallas	 	Simon	 	Galleria Mall Investors LP	 	13350 Dallas Parkway	 	 	 	Dallas	 	Texas	 	75240
	429	 	Franklin Park	 	Starwood	 	SRP Property Management, LLC	 	5001 Monroe Street	 	 	 	Toledo	 	Ohio	 	43623
	430	 	Rookwood Commons	 	Hines	 	HGREIT IIO Edmonson Road LLC	 	2687 Edmondson Rd	 	 	 	Cincinnati	 	Ohio	 	45209
	431	 	Fresno Fashion Fair	 	Macerich	 	Macerich Fresno Limited Partnership	 	685 e. Shaw Avenue	 	 	 	Fresno	 	California	 	93710
	432	 	Shops at Vintage Oaks	 	JCC California Properties	 	JCC California Properties, LLC	 	208 Vintage Way	 	 	 	Novato	 	California	 	94945
	433	 	Summit Fair	 	RED	 	RED Development, LLC	 	860 NW Blue Parkway	 	D-116	 	Lees Summit	 	Missouri	 	64086
	434	 	Jefferson Valley Mall	 	WPG	 	MALL AT JEFFERSON VALLEY, LLC	 	650 Lee Blvd. Suite	 	 	 	Yorktown	 	New York	 	10598
	436	 	The Roosevelt Collection	 	Poag	 	PR 150 Roosevelt Shops LLC	 	1127 S. Delano Court East	 	 	 	Chicago	 	Illinois	 	60605



 



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	437	 	Shoppes at Bradley Park	 	Individual	 	Developers-Investors, Inc.	 	6301 Whitesville Rd	 	200	 	Columbus	 	Georgia	 	31904
	438	 	Prien Lake Mall	 	Simon	 	SPG PRIEN, LLC	 	456 West Prien Lake Rd.	 	G13	 	Lake Charles	 	Louisiana	 	70601
	439	 	2345 Broadway	 	Individual	 	Rymsbran Continental Corp.	 	2345 Broadway	 	 	 	New York	 	New York	 	10024
	440	 	Southridge Mall	 	Simon	 	Southridge Limited Partnership	 	5300 S 76th St	 	 	 	Milwaukee	 	Wisconsin	 	53129
	441	 	Wolfchase Galleria	 	Simon	 	GALLERIA AT WOLFCHASE, LLC	 	2760 N. Germantown Pky.	 	139	 	Memphis	 	Tennessee	 	38133
	442	 	Marketstreet at Lynnfield	 	W/S Development	 	W/S Peak Canton Properties, LLC	 	427 Walnut St.	 	 	 	Lynnfield	 	Massachusetts	 	01940
	443	 	522 Hartz Avenue	 	CBL Properties	 	Elwood 522 Hartz, LLC	 	522 Hartz Ave	 	Suite A	 	Danville	 	California	 	94526
	444	 	Northshore Mall	 	Simon	 	MS Management Associates Inc.	 	210 Andover St	 	 	 	Peabody	 	Massachusetts	 	01960
	445	 	Town and Country Shopping Center	 	Bokman Rock	 	CEP Town & Country Investors LLC	 	855 El Camino Real	 	 	 	Palo Alto	 	California	 	94301
	446	 	Montgomery Mall	 	Westfield	 	Montgomery Mall LLC	 	7101 Democracy Blvd.	 	-	 	Bethesda	 	Maryland	 	20817
	447	 	West Acres Mall	 	Individual	 	West Acres Development, LLP	 	3902 13th Ave S	 	 	 	Fargo	 	North Dakota	 	58103
	448	 	Chestnut Hill Square	 	New England Development	 	Chestnut Hill Square LLC	 	210 Boylston Street	 	-	 	Chestnut Hill	 	Massachusetts	 	02467
	449	 	Burr Ridge	 	The Pollard Group	 	Trademark Property Co.	 	580 Village Center Drive	 	 	 	Burr Ridge	 	Illinois	 	60527
	450	 	La Centerra at Cinco Ranch	 	Individual	 	LaCenterra at Cinco Ranch, L.P.	 	23501 Cinco Ranch Blvd	 	 	 	Katy	 	Tennessee	 	77494
	451	 	Grand Ridge Plaza	 	Regency	 	Regency Centers Corporation	 	1568 Highlands Drive NE	 	 	 	Issaquah	 	Washington	 	98029
	452	 	Miracle Plaza	 	Individual	 	Miracle Tallahassee, LLC	 	1817 Thomasville Road	 	 	 	Tallahassee	 	Florida	 	32303



 



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	453	 	Cross Creek Mall	 	CBL Properties	 	Cross Creek Mall SPE, L.P.	 	715 Cross Creek Mall	 	 	 	Fayetteville	 	North Carolina	 	28303
	454	 	Lynndale Shoppes	 	Individual	 	G&C Associates of Pitt County, LLC	 	511 Red Banks Road	 	 	 	Greenville	 	North Carolina	 	27858
	455	 	West End	 	Anderson	 	Lincoln Retail REIT Services, LLC	 	1675 West End Blvd.	 	Suite 3220	 	St. Louis Park	 	Minnesota	 	55416
	456	 	Oakwood Mall	 	GGP	 	OAKWOOD HILLS MALL, LLC	 	4800 Golf Road	 	 	 	Eau Claire	 	Wisconsin	 	54701
	457	 	Southland Mall	 	Rouse Properties	 	Brookfield Properties (R) LLC	 	23000 Eureka	 	 	 	Taylor	 	Michigan	 	48180
	458	 	Wiregrass Commons	 	CBL Properties	 	Wiregrass Mall Associates, LLC	 	900 Commons Drive	 	#78	 	Dothan	 	Alabama	 	36303
	459	 	Village Mall	 	Hull Storey Gibson	 	Hull Storey Retail Group, LLC	 	1627 Opelika Road	 	#26	 	Auburn	 	Alabama	 	36830
	460	 	River Park Square	 	Individual	 	River Park Square, L.L.C.	 	808 W. Main Ave.	 	Suite 245	 	Spokane	 	Washington	 	99201
	461	 	Atlantic Station	 	Individual	 	SP5 Atlantic Retail Ventures, LLC	 	260 18th Street	 	Suite 10105	 	Atlanta	 	Georgia	 	30363
	462	 	Streets of Cranberry	 	Inland Retail	 	InvenTrust Property Management, LLC./ Bldg. # 44618	 	20424 Rt. 19	 	Suite 410	 	Cranberry Township	 	Pennsylvania	 	16066
	463	 	Southern Park Mall	 	WPG	 	Southern Park Mall, LLC	 	7401 Market Street	 	 	 	Youngstown	 	Ohio	 	44512
	464	 	Jefferson Pointe	 	Miller Capital Advisors	 	IMI Jefferson Pointe LLC	 	4206 West Jefferson Blvd.	 	Suite C-2	 	Ft. Wayne	 	Indiana	 	46804
	465	 	Lexington Green	 	Langley Properties Co.	 	The Mall at Lexington Green, LLC	 	161 Lexington Green Circle	 	 	 	Lexington	 	Kentucky	 	40503
	466	 	Antelope Valley Mall	 	Individual	 	Antelope Valley Mall, LLC	 	1233 West Rancho Vista Blvd	 	Suite 913	 	Palmdale	 	California	 	93551
	467	 	Longview Mall	 	WPG	 	Mall at Longview, LLC	 	3500 McCann Rd	 	 	 	Longview	 	Texas	 	75604
	468	 	Meriden Mall	 	Westfield	 	Meriden Square Partnership	 	470 Lewis Ave	 	Suite 72	 	Meriden	 	Connecticut	 	06451
	469	 	South Shore Mall	 	Westfield	 	Westland South Shore Mall, L.P.	 	1701 Sunrise Hwy	 	Space M70	 	Bay Shore	 	New York	 	11706
	470	 	Village at Meridian	 	CenterCal	 	Meridian CenterCal, LLC	 	3540 East Longwing Lane	 	 	 	Meridian	 	Idaho	 	83646



 



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	471	 	Shops at Rossmoor	 	AEW	 	CPT Shops at Rossmoor, LLC	 	12185 Seal Beach Boulevard	 	Suite N	 	Seal Beach	 	California	 	90740
	472	 	Promenade at Temecula	 	Forest City	 	Temecula Towne Center Associates L.P.	 	40820 Winchester Rd.	 	 	 	Temecula	 	California	 	92591
	473	 	Manhattan Town Center	 	CBRE	 	Manhattan Town Center, LLC	 	100 Manhattan Town Center	 	 	 	Manhattan	 	Kansas	 	66502
	474	 	Northpark Mall	 	Macerich	 	Macerich North Park Mall LLC	 	320 W Kimberly Rd.	 	 	 	Davenport	 	Iowa	 	52806
	475	 	Lindale	 	WPG	 	LINDALE MALL, LLC	 	4444 First Ave.	 	 	 	Cedar Rapids	 	Iowa	 	52402
	476	 	Cherryvale Mall	 	CBL Properties	 	Cherryvale Mall, LLC	 	7200 Harrison Ave	 	Suite 5F28	 	Rockford	 	Illinois	 	61112
	478	 	Bel Air Mall	 	Rouse Properties	 	RPI BEL AIR MALL, LLC	 	3217-B Bel Air Mall	 	 	 	Mobile	 	Alabama	 	36606
	479	 	Clackamas Town Center	 	GGP	 	Clackamas Mall L.L.C.	 	1200 SE 82nd Ave.	 	Suite E101	 	Happy Valley	 	Oregon	 	97086
	480	 	Broward Mall	 	Westfield	 	Broward Mall, LLC	 	8000 W. Broward Blvd.	 	Suite 1707	 	Plantation	 	Florida	 	33388
	481	 	Melbourne Square	 	WPG	 	MELBOURNE SQUARE, LLC	 	1700 West New Haven Ave	 	Suite 755	 	Melbourne	 	Florida	 	32904
	482	 	Seminole Town Center	 	WPG	 	Seminole Towne Center Limited Partnership	 	132 Towne Center Circle	 	 	 	Sanford	 	Florida	 	32771
	483	 	Southgate Mall	 	Westfield	 	Westfield Southgate	 	3501 South Tamiami Trail	 	 	 	Sarasota	 	Florida	 	34239
	483	 	Southgate Mall	 	Westfield	 	Westfield Southgate	 	3501 South Tamiami Trail	 	 	 	Sarasota	 	Florida	 	34239
	484	 	Streets of Tanasbourne	 	JLL	 	Streets of Tanasbourne, LLC	 	2095 NW Allie Ave	 	 	 	Hillsboro	 	Oregon	 	97124
	485	 	Trenholm Plaza	 	Edens & Avant	 	Trenholm Plaza (E&A), LLC	 	4848 Forest Drive	 	 	 	Columbia	 	South Carolina	 	29206
	486	 	Kirkwood Mall	 	CBL Properties	 	Kirkwood Mall Acquisition LLC	 	744 Kirkwood Mall	 	 	 	Bismarck	 	North Dakota	 	58504
	487	 	Columbia Mall	 	Individual	 	Columbia Grand Forks, LLC	 	2800 Columbia Rd.	 	 	 	Grand Forks	 	North Dakota	 	58201



 



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	488	 	Dakota Square	 	CBL Properties	 	Dakota Square Mall CMBS, LLC	 	2400 10th Street SW	 	 	 	Minot	 	North Dakota	 	58701
	489	 	Dartmouth Mall	 	PREIT	 	PR North Dartmouth LLC	 	142 Dartmouth Mall	 	Space 1220A	 	Dartmouth	 	Massachusetts	 	02747
	490	 	Square One Mall	 	Simon	 	Mayflower Square One, LLC	 	1201 Broadway	 	 	 	Saugus	 	Massachusetts	 	01906
	491	 	16 State Street	 	New England Development	 	Goulston & Storrs, P.C.	 	16 State Street	 	 	 	Newburyport	 	Massachusetts	 	09150
	492	 	Fox Run Mall	 	Simon	 	Morgan Stanley	 	50 Fox Run Road	 	 	 	Newington	 	New Hampshire	 	03801
	493	 	Pioneer Place	 	GGP	 	Pioneer Place, LLC	 	700 SW 5th Ave.	 	Space #1180	 	Portland	 	Oregon	 	97204
	494	 	Dover Mall	 	Simon	 	Dover Mall, LLC	 	1365 N. Dupont Hwy.	 	 	 	Dover	 	Delaware	 	19901
	495	 	Rushmore Mall	 	WPG	 	SM RUSHMORE MALL, LLC	 	2200 N. Maple Ave.	 	 	 	Rapid City	 	South Dakota	 	57701
	496	 	Nittany Mall	 	Individual	 	Nittany Centre Realty, LLC	 	2901 East College Ave.	 	Space 634	 	State College	 	Pennsylvania	 	16801
	497	 	Southern Hills Mall	 	CBRE	 	Southern Hills Mall	 	4400 Sergeant Rd.	 	 	 	Sioux City	 	Iowa	 	51106
	498	 	York Galleria	 	CBL Properties	 	York Galleria Limited Partnership	 	One York Galleria	 	Space 167	 	York	 	Pennsylvania	 	17402
	499	 	Capital City Mall	 	PREIT	 	PR Capital City Limited Partnership	 	3564 Capital City Mall Drive	 	Space 236	 	Camp Hill	 	Pennsylvania	 	17011
	500	 	Christiana Mall	 	GGP	 	Christiana Mall LLC	 	132 Christiana Mall	 	 	 	Newark	 	Delaware	 	19702
	501	 	Lehigh Valley	 	Simon	 	Mall at Lehigh Valley, L.P.	 	107 Lehigh Valley Mall	 	 	 	Whitehall	 	Pennsylvania	 	18052
	502	 	Moorestown Mall	 	PREIT	 	Moorestown Mall LLC	 	400 Route 38 Space 1315	 	Space 1315	 	Moorestown	 	New Jersey	 	08057
	503	 	Wilton Mall	 	Macerich	 	Wilton Mall, LLC	 	3065 Route 50	 	 	 	Saratoga Springs	 	New York	 	12866
	504	 	Promenade at Virginia Gateway	 	Peterson	 	CH Realty VII/R NOVA Promenade, L.L.C.	 	14009 Promenade Commons St.	 	 	 	Gainesville	 	Virginia	 	20155
	505	 	Empire Mall	 	Simon	 	SM Empire Mall, LLC	 	4001 West 41st Street	 	705A	 	Sioux Falls	 	South Dakota	 	57106



 



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	506	 	Tyrone Square	 	Simon	 	Simon Capital GP	 	6901 Tyrone Sqaure	 	 	 	St. Petersburg	 	Florida	 	33710
	507	 	Bel Aire Plaza	 	Individual	 	Bel Aire Plaza, LLC	 	3634 Bel Aire Plaza	 	 	 	Napa	 	California	 	94558
	508	 	Valley View Mall	 	CBL Properties	 	Valley View Mall SPE, LLC	 	4802 Valley View Blvd.	 	 	 	Roanoke	 	Virginia	 	24012
	509	 	Regency Square	 	Hull Storey Gibson	 	Hull Storey Gibson Companies, LLC	 	301 Cox Creek Parkway	 	Suite 1032	 	Florence	 	Alabama	 	35630
	510	 	Pinnacle at Tutweiler	 	JLL	 	Tutwiler Pinnacle LLC	 	5018 Pinnacle Square	 	106	 	Birmingham	 	Alabama	 	35235
	511	 	Burnsville Center	 	CBL Properties	 	Burnsville Center SPE, LLC	 	1034 Burnsville Center	 	 	 	Burnsville	 	Minnesota	 	55306
	512	 	Fashion Square	 	CBL Properties	 	Fashion Square Mall CMBS, LLC	 	4800 Fashion Square Mall	 	Space A-132	 	Saginaw	 	Michigan	 	48604
	513	 	Sikes Center	 	Rouse Properties	 	Sikes Senter, LLC	 	3111 Midwestern Pkwy	 	Suite 680	 	Wichita Falls	 	Texas	 	76308
	514	 	Fox Valley	 	Centennial Real Estate Management	 	Fox Valley Mall LLC	 	195 Fox Valley Center Drive	 	 	 	Aurora	 	Illinois	 	60504
	515	 	Belden Village	 	Starwood	 	SRP Property Management, LLC	 	4230 Belden Village Mall	 	 	 	Canton	 	Ohio	 	44718
	516	 	2546 Bancroft	 	Individual	 	The Mark at Berkeley, LLC	 	2546 Bancroft Way	 	 	 	Berkeley	 	California	 	94704
	517	 	Brook 35	 	Metrovation	 	Sea Girt Limited Partnership	 	2150 Route 35	 	 	 	Sea Girt	 	New Jersey	 	08750
	518	 	King of Prussia	 	Simon	 	King of Prussia Associates	 	160 North Gulph Road	 	Suite 2700	 	King of Prussia	 	Pennsylvania	 	19406
	519	 	Rimrock Mall	 	Starwood	 	Rimrock Owner, L.P.	 	300 S. 24th Street W.	 	Suite C-08	 	Billings	 	Montana	 	59102
	520	 	Maplewood Mall	 	WPG	 	Maplewood Mall, LLC	 	3001 White Bear Ave.	 	 	 	Maplewood	 	Minnesota	 	55109
	521	 	Brandon Town Center	 	Westfield	 	Brandon Shopping Center Partners, LTD.	 	406 Brandon Town Center	 	 	 	Brandon	 	Florida	 	33511
	522	 	Downtown Summerlin	 	Bayer Properties	 	The Shops at Summerlin North, LP	 	2010 Festival Plaza Dr.	 	Suite 190	 	Las Vegas	 	Nevada	 	89135
	523	 	Paddock Mall	 	WPG	 	Paddock Mall Associates	 	3100 SW College Rd	 	Suite 336B	 	Ocala	 	Florida	 	34474



 



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	524	 	Avalon	 	Individual	 	PR Avalon Phase I Owner, LLC	 	4175 Avalon Boulevard	 	 	 	Alpharetta	 	Georgia	 	30009
	525	 	Broadway Square	 	Simon	 	SIMON PROPERTY GROUP (TEXAS), L.P	 	4601 S. Broadway	 	 	 	Tyler	 	Texas	 	75703
	526	 	Pike and Rose	 	Federal Realty	 	FEDERAL REALTY INVESTMENT TRUST	 	11811 Grand Park Ave.	 	Store #1228	 	North Bethesda	 	Maryland	 	20852
	527	 	University Town Center	 	Taubman	 	TB Mall at UTC LLC	 	140 University Town Center Drive	 	 	 	Sarasota	 	Florida	 	34243
	528	 	Aspen Place	 	RED	 	Aspen GRF2, LLC	 	319 South Regent Streeet	 	201	 	Flagstaff	 	Arizona	 	86001
	529	 	Harborside Place	 	Strategic Retail Advisors	 	Harbourside Place, LLC	 	119 Front Street	 	 	 	Jupiter	 	Florida	 	33477
	530	 	Biltmore Park	 	Individual	 	Town Square West, LLC	 	19 Town Square Blvd	 	Suite 120	 	Asheville	 	North Carolina	 	28803
	531	 	Summit at Reno	 	Bayer Properties	 	G&I VII Reno Operating LLC	 	13925 South Virginia Street	 	230B	 	Reno	 	Nevada	 	89511
	532	 	Muncie Mall	 	WPG	 	Muncie Mall, LLC	 	3501 N. Granville Ave.	 	H11	 	Muncie	 	Indiana	 	47303
	533	 	Springfield Town Center	 	PREIT	 	PR Springfield Town Center LLC	 	6787 Springfield Mall	 	 	 	Springfield	 	Virginia	 	22150
	534	 	Annapolis Harbour Center	 	Individual	 	Annapolis Harbour Center Associates, LLLP	 	2506 Solomons Island Road	 	 	 	Annapolis	 	Maryland	 	21401
	535	 	Edgewater Mall	 	Individual	 	American National Insurance Company	 	2600 Beach Boulevard	 	Suite 30	 	Biloxi	 	Mississippi	 	39531
	536	 	The Collection at River Park	 	Shea Properties	 	SOCM I, LLC	 	591 Town Center Drive	 	3060	 	Oxnard	 	California	 	93036
	537	 	Mall of Louisiana	 	GGP	 	Mall of Louisiana, LLC	 	6401 Bluebonnet Blvd	 	1146	 	Baton Rouge	 	Louisiana	 	70836
	538	 	Princeton Marketfair	 	Madison Marquette	 	Global Real Estate	 	3535 US Highway 1	 	167	 	Princeton	 	New Jersey	 	08540
	539	 	Paoli Shopping Center	 	Brandolini Company	 	Paoli Shopping Center Limited Partnership	 	82 East Lancaster Avenue	 	B-13	 	Paoli	 	Pennsylvania	 	19301



 



    Annex I to Schedule 3.05 — Page 30


     


    

 


	540	 	West Ridge Mall	 	WPG	 	WEST RIDGE MALL, LLC	 	1801 SW Wanamaker Rd	 	E01B	 	Topeka	 	Kansas	 	66604
	541	 	Town Center @ Virginia Beach	 	Divaris	 	TCA Block 4 Retail, L.L.C.	 	4546 Main Street	 	 	 	Virginia Beach	 	Virginia	 	23462
	542	 	5 West 8th Street	 	Individual	 	Geenen DeKock Properties, LLC	 	5 West 8th Street	 	 	 	Holland	 	Michigan	 	49423
	543	 	Turtle Creek Mall	 	CBL Properties	 	RPI TURTLE CREEK MALL, LLC	 	1000 Turtle Creek Drive	 	420	 	Hattiesburg	 	Mississippi	 	39402
	544	 	Oak View Mall	 	GGP	 	Oak View Mall L.L.C.	 	3001 S. 144th Street	 	Suite 2029	 	Omaha	 	Nebraska	 	68144
	545	 	Lake View Pointe	 	Individual	 	Lakeview Pointe Shopping Center, LLC	 	1920 North Perkins Road	 	Suite A-4	 	Stillwater	 	Oklahoma	 	74075
	546	 	Sooner Mall	 	GGP	 	Sooner Fashion Mall L.L.C.	 	3301 W. Main Street	 	 	 	Norman	 	Oklahoma	 	73072
	547	 	Yorktown Center	 	Individual	 	YTC Mall Owner, LLC	 	203 Yorktown Center	 	Suite 240	 	Lombard	 	Illinois	 	60148
	548	 	Harford Mall	 	CBL Properties	 	CBL & Associates Management, Inc.	 	688 Bel Air Road	 	Suite #15	 	Bel Air	 	Maryland	 	21014
	549	 	Mall at Robinson	 	Forest City	 	Robinson Mall-JCP Associates, LTD	 	100 Robinson Centre Dr.	 	Space 1790	 	Pittsburgh	 	Pennsylvania	 	15205
	550	 	Hamilton Mall	 	Kravco	 	Hamilton Mall, LLC	 	4403 Black Horse Pike	 	Space 1117B	 	Mays Landing	 	New Jersey	 	08330
	551	 	Burlington Mall	 	Simon	 	Bellwether Properties of Massachusetts Limited Partnership	 	75 Middlesex Turnpike	 	Suite 2018	 	Burlington	 	Massachusetts	 	01803
	552	 	Genessee Valley Mall	 	Individual	 	3341 South Linden Road Holdings, LLC	 	3341 South Linden Rd	 	Space #1005	 	Flint	 	Michigan	 	48507
	553	 	Mid Rivers Mall	 	CBL Properties	 	CBL & Associates Management, Inc.	 	1240 Mid Rivers Mall	 	 	 	St. Peters	 	Missouri	 	63376
	554	 	Governor's Square	 	GGP	 	Governor's Square Mall, LLC	 	1500 Apalachee Parkway	 	2060	 	Tallahassee	 	Florida	 	32301
	555	 	Northpark Mall	 	CBL Properties	 	CBL & Associates Management, Inc.	 	101 North Range Line Rd	 	Suite 154	 	Joplin	 	Missouri	 	64801
	556	 	Arbor Place Mall	 	CBL Properties	 	CBL & Associates Management, Inc.	 	6700 Douglas  Blvd	 	2085	 	Douglasville	 	Georgia	 	30135



 



    Annex I to Schedule 3.05 — Page 31


     


    

 


	557	 	Mall of Abilene	 	JLL	 	Partners Mall Abilene LLC	 	4310 Buffalo Gap Rd	 	1320	 	Abilene	 	Texas	 	79606
	558	 	Governor's Square	 	Cafaro	 	Governor's Square Company	 	2801 Wilma-Rudolph Blvd.	 	415	 	Clarksville	 	Maryland	 	37040
	559	 	Valley View	 	PREIT	 	PR Valley View Limited Partnership	 	3800 State Highway 16	 	Suite 163	 	Lacrosse	 	West Virginia	 	54601
	560	 	Greece Ridge Center	 	Individual	 	Greece Ridge, LLC	 	238 Greece Ridge Center Dr.	 	Space H5	 	Rochester	 	New York	 	14626
	561	 	Pinecrest Plaza	 	Hawthorne	 	Hawthorne Pinecrest LLC	 	4 Pinecrest Plaza	 	 	 	Southern Pines	 	North Carolina	 	28387
	562	 	Kingwood Commons	 	Individual	 	KRG Kingwood Commons, LLC	 	732 Kingwood Dr.	 	 	 	Kingwood	 	Texas	 	77339
	563	 	Mesa Mall	 	WPG	 	SM MESA MALL, LLC	 	2424 Highway 6	 	Space 84	 	Grand Junction	 	Colorado	 	81505
	564	 	Columbia Center	 	Simon	 	Columbia Mall Partnership	 	1321 N. Columbia Center Blvd.	 	507	 	Kennewick	 	Washington	 	99336
	565	 	Shelter Cove Town Center	 	Individual	 	Shelter Cove Towne Centre, LLC	 	40 Shelter Cove Lane	 	Suite 131	 	Hilton Head Is	 	North Carolina	 	29928
	566	 	Belmar	 	Individual	 	Belmar Mainstreet Holdings I, LLC	 	386 South Teller Street	 	 	 	Lakewood	 	Colorado	 	80226
	567	 	Grand Traverse Mall	 	Rouse Properties	 	Grand Traverse Mall, LLC	 	3200 W South Airport Rd	 	506	 	Traverse City	 	Michigan	 	49684
	568	 	Southgate Mall	 	Individual	 	Southgate Mall Associates, LLP	 	2901 Brooks Street	 	D-13	 	Missoula	 	Montana	 	59801
	569	 	Beechwood Promenade	 	Kite Realty	 	KRG Beechwood, LLC	 	196 Alps Road	 	 	 	Athens	 	Georgia	 	30606
	570	 	985 Farmington Ave	 	Individual	 	S.B. Andrews Company LLC	 	985 Farmington Avenue	 	 	 	West Hartford	 	Connecticut	 	06107
	571	 	Fashion Square Mall	 	Westfield	 	Sherman Oaks Fashion Associates, LP	 	14006 Riverside Dr	 	211	 	Sherman Oaks	 	California	 	91423
	572	 	The Lakes Mall	 	CBL Properties	 	CBL & Associates Management, Inc.	 	5600 Harvey	 	2045	 	Muskegon	 	Michigan	 	49444
	573	 	Santa Rosa Plaza	 	Simon	 	EMI SANTA ROSA LIMITED PARTNERSHIP	 	1071 Santa Rosa Plaza	 	2009C	 	Santa Rosa	 	California	 	95401
	574	 	Flat Iron Crossing	 	Macerich	 	Macerich Management Company	 	1 West Flatiron Crossing Drive	 	Space #1188A	 	Broomfield	 	Colorado	 	80021



 



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	575	 	Lakeside Village	 	Casto-Oakbridge	 	Casto-Oakbridge Venture, Ltd.	 	1437 Town Center Dr	 	 	 	Lakeland	 	Florida	 	33803
	576	 	Lima Mall	 	WPG	 	Mall at Lima, LLC	 	2400 Elida Road	 	Space #354	 	Lima	 	Ohio	 	45805
	577	 	Orange Park Mall	 	WPG	 	ORANGE PARK MALL, LLC	 	1910 Wells Road	 	Suite H22A	 	Orange Park	 	Florida	 	32073
	578	 	Walden Galleria	 	Pyramid	 	THE CLINTON EXCHANGE	 	One Walden Galleria	 	 	 	Buffalo	 	New York	 	14225
	579	 	Shoppes at Chino Hills	 	Individual	 	Chino Dunhill LLC	 	13855 City Center Drive	 	Suite 3040	 	Chino Hills	 	California	 	91709
	580	 	Zona Rosa	 	MPI Mall Properties	 	Zona Rosa Development, LLC	 	7250 NW 86th Terrace	 	 	 	Kansas City	 	Missouri	 	64153
	581	 	1327 Third Avenue	 	Heller Properties	 	MSH76LLC	 	1327 Third Avenue	 	 	 	New York	 	New York	 	10021
	582	 	3128 M Street	 	Individual	 	Georgetown One, LLC	 	3128 M St NW	 	 	 	Washington	 	District of Columbia	 	20007
	583	 	Village on the Parkway	 	Individual	 	5100 Belt Line Road Investors LLC	 	5100 Belt Line Road	 	Suite 820	 	Dallas	 	Texas	 	75254
	584	 	257 Thayer Street	 	Individual	 	GD Thayer, LLC	 	257 Thayer Street	 	 	 	Providence	 	Rhode Island	 	02906
	585	 	201 Newbury Street	 	Individual	 	Newmark Grubb Knight Frank	 	201 Newbury Street	 	 	 	Boston	 	Massachusetts	 	02116
	586	 	1001 W. North Ave	 	CRM Properties	 	PR II LaCenterra. LP	 	1001 W. North Ave	 	 	 	Chicago	 	Illinois	 	60642
	587	 	1143 Connecticut Ave NW	 	H&R Retail	 	1143 Connecticut LLC	 	1143 Connecticut Ave NW	 	 	 	Washington	 	District of Columbia	 	20036
	588	 	1027 Westwood Blvd	 	Individual	 	Duesenberg Investment Company, LLC	 	1027 Westwood Blvd	 	 	 	Los Angeles	 	California	 	90024
	589	 	Liberty Center	 	Steiner	 	Liberty Center LLC	 	7567 Bales Street	 	 	 	Liberty Township	 	Ohio	 	45069
	590	 	Fremaux Town Center	 	CBL Properties	 	Slidell Development Company, L.L.C.	 	840 Town Center Parkway	 	 	 	Slidell	 	Louisiana	 	70458
	591	 	Spotsylvania Town Center	 	Cafaro	 	Spotsylvania Mall Company	 	160 Spotsylvania Mall Drive	 	 	 	Fredericksburg	 	Virginia	 	22407



 



    Annex I to Schedule 3.05 — Page 33


     


    

 


	592	 	Rivercenter	 	Individual	 	New Rivercenter Mall II, L.P.	 	849 E. Commerce St.	 	Suite 647	 	San Antonio	 	Texas	 	78205
	593	 	318 Washington Street	 	Elysee Investments	 	Rani Management LLC	 	318 Washington St	 	 	 	Hoboken	 	New Jersey	 	07030
	594	 	Winter Park Village	 	Individual	 	Winter Park Town Center, LTD.	 	460 N Orlando Ave	 	Space #D116	 	Winter Park	 	Florida	 	32789
	595	 	Golden Triangle Mall	 	Individual	 	GTM Development, LTD.	 	2201 S Interstate 35 E	 	P-12	 	Denton	 	Texas	 	76205
	596	 	West Park Mall	 	Madison Marquette	 	CENTRO WEST PARK LLC

    West Park Mall	 	3049 William Street	 	Store No. 248	 	Cape Girardeau	 	Missouri	 	63703
	597	 	Pacific City	 	Individual	 	PC Group Retail, LLC	 	21028 Pacific Coast Hwy	 	E116	 	Huntington Beach	 	California	 	92648
	598	 	152 Montague Street	 	Individual	 	Sara Peck Limited Family Partnership	 	152 Montague Street	 	 	 	Brooklyn	 	New York	 	11201
	599	 	Frontier Mall	 	CBL Properties	 	RPI TURTLE CREEK MALL, LLC	 	1400 Dell Range Blvd.	 	Suite 21	 	Cheyenne	 	Wyoming	 	82009
	600	 	2515 University Ave	 	Individual	 	R & B University Village, Ltd.	 	2515 University Blvd.	 	 	 	Houston	 	Texas	 	77005
	601	 	Louis Joliet Mall	 	Starwood	 	SRP Property Management, LLC	 	3340 Mall Loop Dr.	 	Suite 1276	 	Joliet	 	Illinois	 	60431
	602	 	Sangertown Square	 	Pyramid	 	Sangertown Square L.L.C.	 	1 Sangertown Square	 	Suite E-11	 	New Hartford	 	New York	 	13413
	603	 	The Promenade Bolingbrook	 	Starwood	 	Starwood Retail Property Management, LLC	 	639 E Boughton Rd.	 	Suite 130	 	Bolingbrook	 	Illinois	 	60440
	604	 	Westview Promenade	 	Individual	 	Hill Management Services, Inc.	 	5251 Buckeyestown Pike	 	 	 	Frederick	 	Maryland	 	21704
	605	 	St. Johns Town Center	 	Simon	 	Shops at St. Johns, LLC	 	4712 River City Drive	 	Suite 113	 	Jacksonville	 	Florida	 	32246
	606	 	The Galleria at Crystal Run	 	Pyramid	 	Pyramid Management Group, LLC	 	1 N Galleria Dr.	 	Suite C-217	 	Middletown	 	New York	 	10941
	607	 	Honey Creek Mall	 	CBL Properties	 	Honey Creek Mall, LLC	 	3401 South US Hwy 41	 	Suite E-4	 	Terre Haute	 	Indiana	 	47802
	608	 	Eastwood Mall	 	Cafaro	 	The Marion Plaza, Inc.	 	5555 Youngstown-Warren Rd.	 	Unit 435	 	Niles	 	Ohio	 	44446



 



    Annex I to Schedule 3.05 — Page 34


     


    

 


	609	 	Southlake Mall	 	Starwood	 	Starwood Retail Property Management, LLC	 	2109 Southlake Mall	 	Suite CL344	 	Merrillville	 	Indiana	 	46410
	610	 	Southwest Plaza	 	GGP	 	Southwest Plaza L.L.C.	 	8501 W Bowles Ave.	 	Suite 2205	 	Littleton	 	Colorado	 	80123
	611	 	Chico Mall	 	JLL	 	Chico Mall Investors, LLC	 	1950 E 20th St.	 	Suite G-701	 	Chico	 	California	 	95928
	612	 	First and Main	 	Fairmount Properties	 	Hudson Village Development Company, LLC	 	96 First St.	 	Unit 320	 	Hudson	 	Ohio	 	44236
	613	 	Disney Springs	 	Disney	 	Walt Disney Parks and Resorts U.S., Inc.	 	1668 E Buena Vista Dr.	 	Suite 1P	 	Lake Buena Vista	 	Florida	 	32830
	614	 	Galleria at Sunset	 	Forest City	 	BPC Henderson, LLC	 	1300 W Sunset Rd.	 	Suite 2313	 	Henderson	 	Nevada	 	89014
	615	 	Hamburg Pavilion	 	Starwood	 	HAP Property Owner, L.P.	 	2308 Sir Barton Way	 	Suite 130	 	Lexington	 	Kentucky	 	40509
	616	 	Mosaic District	 	Edens 	 	Eskridge (E&A), LLC	 	2910 District Ave	 	Suite C10	 	Merrifield	 	Virginia	 	22031
	617	 	The Pinnacle	 	Individual	 	Pinnacle North IV, LLC	 	546 Pinnacle Parkway	 	Suite 609	 	Bristol	 	Tennessee	 	37620
	618	 	Valley Hills Mall	 	Rouse Properties	 	Valley Hills Mall L.L.C.	 	US Hwy 70 SE	 	Suite 235	 	Hickory	 	North Carolina	 	28602
	619	 	Colonie Center	 	Clifton	 	KRE Colonie Owner LLC	 	131 Colonie Center	 	Suite 317	 	Albany 	 	New York	 	12205
	620	 	Mashpee Commons	 	Individual	 	Mashpee Commons II, LLC	 	24 Central Square	 	Bldg 10 Suite 101	 	Mashpee	 	Massachusetts	 	02649
	621	 	Highland Court	 	Individual	 	Highland Court Oxford, LLC	 	1801 W. Jackson Avenue	 	Suite A-104	 	Oxford	 	Mississippi	 	38655
	622	 	Shops on Lane	 	Individual	 	Lane Avenue 450 LLC	 	1659 West Lane Ave.	 	Suite B-140	 	Upper Arlington	 	Ohio	 	43221
	623	 	5301 N. Clark	 	Individual	 	Starbuck Capital II, L.L.C. and Ox Pond Capital, L.L.C.	 	5301 N. Clark St.	 	 	 	Chicago	 	Illinois	 	60640
	624	 	Jefferson Mall	 	CBL Properties	 	RPI TURTLE CREEK MALL, LLC	 	4801 Outer Loop	 	C558	 	Louisville	 	Kentucky	 	40219
	625	 	Denver Pavilions	 	Gart Properties	 	DENVER PAVILIONS OWNERCO, LLC	 	500 16th Street	 	Suite 211	 	Denver	 	Colorado	 	80202
	626	 	Beachwood Place	 	GGP	 	Beachwood Place Mall, LLC	 	26300 Cedar Rd.	 	Suite 1115	 	Beachwood	 	Ohio	 	44122



 



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	627	 	Richland Mall	 	CBL Properties	 	RPI TURTLE CREEK MALL, LLC	 	6001 West Waco Drive	 	Suite 44	 	Waco	 	Texas	 	76710
	628	 	Killeen Mall	 	JLL	 	Wells Fargo Bank, NA as Trustee for CSMS 2008-C1	 	2100 South WS Young Dr.	 	Suite 1440	 	Killeen	 	Texas	 	76543
	629	 	Rolling Oaks Mall	 	WPG	 	Rolling Oaks Mall, LLC	 	6909 N Loop 1604 E	 	Suite C01C	 	San Antonio	 	Texas	 	78247
	630	 	The Domain Phase II	 	Individual	 	Domain Retail Property Owner LP	 	11700 Rock Rose	 	Suite 122	 	Austin	 	Texas	 	78758
	631	 	Newpark Mall	 	Rouse Properties	 	Newpark Mall, LP	 	2086 NewPark Mall	 	Suite 2041	 	Newark	 	California	 	94560
	632	 	Perry Crossing	 	Poag	 	Metropolis Lifestyle Center, LLC	 	351 Marketplace Mile	 	Suite 164	 	Plainfied	 	Indiana	 	46168
	633	 	The Gardens Mall	 	The Forbes Co	 	Forbes/Cohen Florida Properties Limited Partnership	 	3101 PGA Blvd.	 	Suite F-100	 	Palm Beach Gardens	 	Florida	 	33410
	634	 	Victoria Mall	 	Hull Property Group	 	Victoria Mall, LP	 	7800 N. Navarro	 	Suite 375	 	Victoria	 	Texas	 	77904
	635	 	Mall at Fairfield Commons	 	WPG	 	MFC Beavercreek, LLC	 	2727 Fairfield Commons	 	Suite E271	 	Beavercreek	 	Ohio	 	45431
	636	 	Barton Creek Square	 	Simon	 	SIMON PROPERTY GROUP (TEXAS), L.P	 	2901 Capital of Texas Hwy	 	Suite K10	 	Austin	 	Texas	 	78746
	637	 	Lakeline Mall	 	Simon	 	Lakeline Developers	 	11200 Lakeline Mall Dr.	 	Suite K01	 	Cedar Park	 	Texas	 	78613
	638	 	Monterey Street	 	Copelands Properties	 	TMC Mission, LLC and JCC Mission, LLC	 	846 Monterey Street	 	Suite B-104	 	San Luis Obispo	 	California	 	93401
	639	 	Johnson City Mall	 	WPG	 	Glimcher MJC, LLC	 	2011 N Roan St.	 	Suite 21	 	Johnson City	 	Tennessee	 	37601
	640	 	Uptown Plaza	 	CBRE	 	UPTOWN PLAZA ASSOCIATES, L.L.C.	 	100 E. Camelback Road	 	Suite 104	 	Phoenix	 	Arizona	 	85012
	641	 	Sundance Square	 	Individual	 	SUNDANCE PLAZA BUILDINGS, LLC	 	400 Commerce St.	 	 	 	Fort Worth	 	Texas	 	76102
	642	 	The Mall at Wellington Green	 	Starwood	 	Starwood Retail Property Management, LLC	 	10300 W. Forest Hills Blvd.	 	Suite 257	 	Wellington	 	Florida	 	33414
	643	 	Providence Marketplace	 	JLL	 	Providence Retail LLC	 	401 S. Mt. Juliet Rd.	 	Suite 565	 	Mt. Juliet	 	Tennessee	 	37122



 



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	644	 	Kitsap Mall	 	Starwood	 	Starwood Retail Property Management, LLC	 	10315 Silverdale Way	 	Suite A06	 	Silverdale	 	Washington	 	98383
	645	 	Corners of Brookfield	 	CBRE/UCR	 	Brookfield Corners LLC	 	290 High Street	 	Suite E118	 	Brookfield	 	Wisconsin	 	53045
	646	 	Hill Center Brentwood	 	Individual	 	HC Brentwood Unit A, LLC	 	211 Franklin Road	 	Suite 140	 	Brentwood	 	Tennessee	 	37027
	647	 	Patrick Henry Mall	 	PREIT	 	PR Patrick Henry LLC	 	12300 Jefferson Ave.	 	Suite 807	 	Newport News	 	Virginia	 	23602
	648	 	Southland Mall	 	Individual	 	Revenue Properties Southland Limited Partnership	 	5953 West Park Avenue	 	Suite 3043	 	Houma	 	Louisiana	 	70364
	649	 	River Oaks Shopping Center	 	Weingarten	 	Weingarten Realty Investors	 	2202 West Gray	 	 	 	Houston	 	Texas	 	77019
	650	 	Town & Country Village	 	Individual	 	Town & Country Partnership	 	12850 Memorial Dr.	 	Suite 1150	 	Houston	 	Texas	 	77024
	651	 	Holyoke Mall	 	Pyramid	 	THE CLINTON EXCHANGE	 	50 Holyoke Street	 	B-321	 	Holyoke	 	Massachusetts	 	01040
	652	 	Northlake Mall	 	Starwood	 	TM Northlake Mall, L.P.	 	6801 Northlake Mall Dr.	 	Suite 262	 	Charlotte	 	North Carolina	 	28216
	653	 	The Galleria	 	Simon	 	HG Galleria, LLC	 	5085 Westheimer	 	Suite 4850	 	Houston	 	Texas	 	77056
	654	 	Sunrise Mall	 	Westfield	 	Sunrise Mall LLC	 	1 Sunrise Mall	 	Suite 1280	 	Massapequa	 	New York	 	11758
	655	 	Kentucky Oaks Mall	 	Cafaro	 	Kentucky Oaks Mall Company	 	5101 Hinkleville Road	 	Suite 670	 	Paducah	 	Kentucky	 	42001
	656	 	Kennedy Mall	 	Cafaro	 	Kennedy Mall, LTD.	 	555 JFK Road	 	Suite 438	 	Dubuque	 	Iowa	 	52002
	657	 	Broadway Mall	 	Clifton RM	 	KRE BROADWAY OWNDER, LLC	 	358 Broadway Mall	 	Suite 482	 	Hicksville	 	New York	 	11801
	658	 	Parkdale Mall	 	CBL Properties	 	CBL & Associates Management, Inc.	 	6155 Eastex Freeway	 	Suite G-712	 	Beaumont	 	Texas	 	77706
	659	 	Shops on Main	 	Regency Centers	 	RB Schererville Crossings, LLC	 	79 US Highway 41	 	Suite 205	 	Schererville	 	Indiana	 	46375
	660	 	Pueblo Mall	 	Centennial RE 	 	Renaissance Partners I, LLC	 	3519 Dillon Dr.	 	Space F-9	 	Pueblo	 	Colorado	 	81008
	661	 	Vintage Park	 	Individual	 	Vintage Dunhill LLC	 	110 Vintage Park Blvd.	 	Suites Q & R	 	Houston	 	Texas	 	77070



 



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	662	 	Redmond Town Center	 	JSH Properties	 	G&I VII Redmond Retail LLC	 	7330 164th Ave NE	 	E133	 	Redmond	 	Washington	 	98052
	663	 	644 State Street	 	Individual	 	The Hawthorne Buildings, LLC	 	644 State Street	 	 	 	Madison	 	Wisconsin	 	53703
	664	 	Carolina Square	 	Individual	 	Carolina Square Project LP	 	133 W. Franklin St.	 	Suite 130	 	Chapel Hill	 	North Carolina	 	27516
	665	 	Tice's Corner Marketplace	 	David Adam Realty	 	WS Tice's Corner Marketplace L.L.C.	 	431 Chestnut Ridge Rd.	 	Space 14	 	Woodcliff Lake	 	New Jersey	 	07677
	667	 	South Hill Mall	 	Cafaro	 	The Cafaro Northwest Partnership	 	3500 S. Meridian St.	 	Suite 245	 	Puyallup	 	Washington	 	98373
	668	 	The Shops at Willow Bend	 	Starwood	 	Starwood Retail Property Management, LLC	 	6121 W. Park Blvd.	 	Suite A219	 	Plano	 	Texas	 	75093
	669	 	Algonquin Commons	 	Individual	 	Algonquin Commons	 	1920 S. Randall Rd.	 	Suite 64	 	Algonquin	 	Illinois	 	60102
	670	 	Woodfield Mall	 	Simon	 	Woodfield Mall LLC	 	5 Woodfield Mall	 	Suite E-130	 	Schaumburg	 	Illinois	 	60173
	671	 	Shops at Clearfork	 	Simon	 	Clearfork Retail Venture, LLC	 	5240 Marathon Ave.	 	 	 	Fort Worth	 	Texas	 	76109
	672	 	Stonebriar Centre	 	GGP	 	Stonebriar Mall, LLC	 	2601 Preston Rd.	 	Suite 1055	 	Frisco	 	Texas	 	75034
	673	 	Century City	 	Westfield	 	Century City Mall, LLC	 	10250 Santa Monica Blvd.	 	Suite 2890	 	Los Angeles	 	California	 	90067
	674	 	654 West Diversey	 	Individual	 	Lincoln Park Hotel Propco LLC	 	654 West Diversey	 	 	 	Chicago	 	Illinois	 	60614
	675	 	Countryside Mall	 	Westfield	 	Countryside Mall LLC	 	27001 US Hwy 19N	 	Suite 1057	 	Clearwater	 	Florida	 	33761
	676	 	Broadway Market Lofts	 	Individual	 	Historic Third Ward Development, LLC	 	327 N. Broadway	 	Space #3	 	Milwaukee	 	Wisconsin	 	53202
	677	 	Mission Valley	 	Westfield	 	Mission Valley Shoppingtown LLC	 	1640 Camino Del Rio North	 	Suite 311	 	San Diego	 	California	 	92108
	678	 	Santa Fe Place	 	Spinoso	 	Santa Fe Mall Property Owner LLC	 	4250 Cerrillos Road	 	Suite 1128	 	Santa Fe	 	New Mexico	 	87507
	679	 	Huntington Mall	 	Individual	 	Huntington Mall Company	 	500 Mall Rd.	 	Suite 180	 	Barboursville	 	West Virginia	 	25504
	680	 	Classen Curve	 	WPG	 	OKC Classen Curve, LLC	 	5846 N. Classen Blvd.	 	Suite Q-03	 	Oklahoma City	 	Oklahoma	 	73118
	681	 	Pembroke Lakes Mall	 	GGP	 	Pembroke Lakes Mall LLC	 	11401 Pines Blvd.	 	Suite 546	 	Pembroke Pines	 	Florida	 	33026



 



    Annex I to Schedule 3.05 — Page 38


     


    

 


	682	 	The Shoppes at Carlsbad	 	Rouse Properties	 	RPI Carlsbad, L.P.	 	2525 El Camino Real	 	Suite 230	 	Carlsbad	 	California	 	92008
	683	 	Block 37	 	Individual	 	108 North State Street Owner, LLC	 	108 North State	 	Suite 186	 	Chicago	 	Illinois	 	60602
	684	 	Station Park	 	CenterCal	 	Station Park CenterCal, LLC	 	861 W East Promontory	 	Suite H-120	 	Farmington	 	Utah	 	84025
	685	 	Westfield UTC	 	Westfield	 	UTC VENTURE LLC	 	4307 La Jolla Village Dr.	 	2215	 	San Diego	 	California	 	92122
	686	 	Glade Park	 	Individual	 	Glade Lifestyle, LLC	 	1200 Chisholm Trail	 	700	 	Euless	 	Texas	 	76039
	687	 	West Village	 	Individual	 	West Village 2004 PO Limited Partnership	 	3699 McKinney Ave.	 	501	 	Dallas	 	Texas	 	75204
	688	 	Northridge Fashion Center	 	GGP	 	GGP Northridge Fashion Center, LP	 	9301 Tampa Ave.	 	169	 	Northridge	 	California	 	91324
	689	 	The Somerset Collection North	 	The Forbes Co	 	Somerset Collection Limited Partnership	 	2800 W. Big Beaver Rd.	 	Suite Q-121	 	Troy	 	Michigan	 	48084
	2001	 	Houston Premium Outlet	 	Simon	 	CPG Houston Holdings, L.P.	 	29300 Hempstead Rd	 	 	 	Cypress	 	Texas	 	77433
	2002	 	Galveston Outlet	 	Tanger	 	Galveston Outlets, LLC	 	5885 Gulf Freeway	 	 	 	Texas City	 	Texas	 	77591
	2003	 	San Marcos Outlet	 	Simon	 	San Marcos Factory Stores, LTD.	 	3939 Interstate Highway 35 S	 	 	 	San Marcos	 	Texas	 	78666
	2004	 	Mebane Outlets	 	Tanger	 	Tanger Properties Limited Partnership	 	4000 Arrowhead Blvd	 	Suite 830	 	Mebane	 	North Carolina	 	27302
	2005	 	Outlet Shops at Oklahoma City	 	Horizon Group	 	OKC Outlets I, LLC	 	7638 W Reno	 	Suite 545	 	Oklahoma City	 	Oklahoma	 	73127
	2006	 	Charelston Outets	 	Tanger	 	Charleston Town Center	 	4840 Tanger Outlet Blvd	 	Suite 916	 	Charleston	 	South Carolina	 	29418
	2007	 	Severville Outlets	 	Tanger	 	Tanger Properties Limited Partnership	 	1645 Parkway	 	Suite 1400	 	Sevierville	 	Tennessee	 	37862
	2008	 	Grapevine Mills	 	Simon	 	Grapevine Mills Limited Partnership	 	3000 Grapevine Mills Pkwy	 	Suite 133	 	Grapevine	 	Texas	 	76051
	2009	 	Charlotte Outlets	 	Tanger	 	Charlotte Outlets, LLC	 	5410 New Fashion Way	 	Suite 210	 	Charlotte	 	South Carolina	 	28278



 






    Annex I to Schedule 3.05 — Page 39


     


    

 


	2010	 	Jersey Shore Outlet	 	Simon	 	Jersey Shore Premium Outlets, LLC	 	One Premium Outlets Blvd	 	Suite 301	 	Tinton Falls	 	New Jersey	 	07753
	2011	 	The Outlet Shoppes at Bluegrass	 	Horizon Group	 	Bluegrass Outlet Shoppes CMBS, LLC	 	1155 Buck Creek Road	 	Suite 720	 	Simpsonville	 	Kentucky	 	40067
	2012	 	Palm Beach Outlets	 	New England Development	 	Palm Beach Outlets West Palm Beach	 	1793 Palm Beach Lakes Blvd.	 	Suite W409	 	West Palm Beach	 	Florida	 	33401
	2013	 	Paragon Outlets	 	Paragon	 	Twin Cities Outlets Eagan LLC	 	3925 Eagan Outlets Pkwy	 	Suite 870	 	Eagan	 	Minnesota	 	55122
	2014	 	Assembly Row	 	Federal Realty	 	Street Retail, Inc	 	621 Assembly Row	 	 	 	Somerville	 	Massachusetts	 	02145
	2015	 	Nebraska Outlets	 	Nebraska Crossing Int. 	 	Omaha Outlets, LLC	 	21209 Nebraska Crossing Drive	 	Suite F105	 	Gretna	 	Nebraska	 	68028
	2016	 	Foley Outlets	 	Tanger	 	Coroc/Riviera L.L.C.	 	2601 S McKenzie	 	Suite 474	 	Foley	 	Alabama	 	36535
	2017	 	Fashion Outlets of Niagara Falls	 	Macerich	 	Fashion Outlets II LLC	 	1900 Military Road	 	248	 	Niagara Falls	 	New York	 	14304
	2018	 	Deer Park Outlets	 	Tanger	 	Tanger Outlets Deer Park, LLC	 	316 The Arches Circle	 	 	 	Deer Park	 	New York	 	11729
	2019	 	Tanger Outlets - Savannah	 	Tanger	 	Outlet Mall of Savannah, LLC	 	200 Tanger Outlet Blvd.	 	Suite 341	 	Pooler	 	Georgia	 	31322
	2020	 	Pittsburgh Outlet	 	Tanger	 	Tanger Properties Limited Partnership	 	2200 Tanger Blvd.	 	Suite 517	 	Pittsburgh	 	Pennsylvania	 	15301
	2021	 	Rehoboth Beach III Outlet	 	Tanger	 	COROC/Rehoboth III L.L.C.	 	36454 Seaside Outlet Dr	 	1710	 	Rehoboth Beach	 	Delaware	 	19971
	2022	 	Riverhead Outlet	 	Tanger	 	Tanger Properties Limited Partnership	 	404 Tanger Mall Dr	 	 	 	Riverhead	 	New York	 	11901
	2023	 	Foxwoods Outlet	 	Tanger	 	FASHION OUTLETS AT FOXWOOD, LLC	 	455 Trolley Line Blvd	 	Suite 560	 	Mashantucket	 	Connecticut	 	06338
	2024	 	Concord Mills	 	Simon	 	MALL AT CONCORD MILLS LIMITED PARTNERSHIP	 	8111 Concord Mills Boulevard	 	Suite 226	 	Concord	 	North Carolina	 	28027
	2025	 	Centralia Outlets	 	Individual	 	R.K. Getty Corp.	 	1414 Lum Road	 	 	 	Centralia	 	Washington	 	98531
	2026	 	Potomac Mills	 	Simon	 	MALL AT POTOMAC MILLS, LLC	 	2700 Potomac Mills Circle	 	Unit #908	 	Woodbridge	 	Virginia	 	22192



 



    Annex I to Schedule 3.05 — Page 40


     


    

 


	2027	 	Philadelphia Premium Outlet	 	Simon	 	CHELSEA LIMERICK HOLDINGS, LLC	 	18 West Lightcap Road	 	Space #629	 	Pottstown	 	Pennsylvania	 	19464
	2028	 	Grand Rapids Outlet	 	Tanger	 	Tanger Grand Rapids, LLC	 	350 84th Street SW	 	1050	 	Byron Center	 	Michigan	 	49315
	2029	 	Gloucester Premium Outlets	 	Simon	 	SIMON/PREIT GLOUCESTER DEVELOPMENT, LLC	 	100 Premium Outlets Drive	 	Space #725	 	Blackwood	 	New Jersey	 	08012
	2030	 	Las Vegas Premium Outlet North	 	Simon	 	SIMON/CHELSEA LAS VEGAS DEVELOPMENT, LLC	 	875 South Grand Central Pkwy	 	Space #1644	 	Las Vegas	 	Nevada	 	89106
	2031	 	Tucson Premium Outlets	 	Simon	 	TUCSON PREMIUM OUTLETS, LLC	 	6401 West Marana Center Blvd	 	Space #832	 	Tucson	 	Arizona	 	85742
	2032	 	Outlets at Little Rock	 	New England Development	 	NED LITTLE ROCK LLC	 	11400 Interstate 30	 	Space #M114	 	Little Rock	 	Arkansas	 	72209
	2033	 	Memphis Outlet	 	Tanger	 	Mid-South Outlet Shops, LLC	 	5205 Airways Blvd	 	Space #855	 	Southaven	 	Mississippi	 	38671
	2034	 	St. Augustine Outlet	 	Lightstone	 	LVP St. Augustine Outlets LLC	 	510 Outlets Mall Blvd.	 	Suite 1060	 	St. Augustine	 	Florida	 	32084
	2035	 	North Georgia Premium Outlets	 	Simon	 	CPG Partners, L.P.	 	800 Highway 400 South	 	Suite 930	 	Dawsonville	 	Georgia	 	30534
	2036	 	Outlets of Mississippi	 	FFO Realty	 	Bloomfield Holdings, LLC	 	200 Bass Pro Dr.	 	Suite 402	 	Pearl	 	Mississippi	 	39208
	2037	 	Outlets at Castle Rock	 	Craig Realty Group	 	Craig Realty Group - Castle Rock, LLC	 	5050 Factory Shops Blvd.	 	Suite 0462	 	Castle Rock	 	Colorado	 	80108
	2038	 	Arundel Mills	 	Simon	 	Arundel Mills Limited Partnership	 	7000 Arundel Mills Circle	 	Suite 465	 	Hanover	 	Maryland	 	21076
	2039	 	Legends Outlet	 	Red Legacy	 	W-LD Legends Owner VII, LLC	 	1847 Village West Pkwy	 	Suite K-111	 	Kansas City	 	Kansas	 	66111
	2040	 	Shops at Park Lane	 	CBRE	 	Northwood PL A L.P.	 	8080 Park Lane	 	Bldg A, Suite 135	 	Dallas	 	Texas	 	75231
	2041	 	Columbus Outlet	 	Tanger	 	Columbus Outlets, LLC	 	400 South Wilson Road	 	Suite 650	 	Sunbury	 	Ohio	 	43074
	2042	 	Vero Beach Outlets	 	Individual	 	TSO Vero Beach, LP	 	1824 94th Dr.	 	Suite B-190	 	Vero Beach	 	Florida	 	32966
	2043	 	Asheville Outlets	 	FFO Realty	 	Asheville Retail Associates LLC	 	800 Brevard Rd.	 	Suite 608	 	Vero Beach	 	Florida	 	32966



 



    Annex I to Schedule 3.05 — Page 41


     


    

 


	2044	 	The Outlet Shoppes at Atlanta	 	Horizon Group	 	Atlanta Outlet Shoppes, LLC	 	915 Ridgewalk Parkway	 	Suite H-870	 	Woodstock	 	Georgia	 	30188
	2045	 	The Outlet Collection Seattle	 	WPG	 	Glimcher Supermall Venture, LLC	 	1101 Outlet Collection Way	 	Suite 1133	 	Auburn 	 	Washington	 	98001
	2046	 	Hershey Outlet	 	Tanger	 	FSH Associates, LP	 	46 Outlet Square	 	Suite 161	 	Hershey	 	Pennsylvania	 	17033
	2047	 	Myrtle Beach 17 Outlet	 	Tanger	 	TWMB Associates, LLC	 	10835 Kings Rd.	 	Suite 790	 	Myrtle Beach	 	South Carolina	 	93401
	2048	 	Opry Mills	 	Simon	 	Opry Mills Mall Limited Partnership	 	433 Opry Mills Dr.	 	Suite 712	 	Nashville	 	Tennessee	 	37214
	2049	 	Locust Grove Outlet	 	Tanger	 	Tanger Properties Limited Partnership	 	1000 Tanger Dr.	 	Suite 506	 	Locust Grove	 	Georgia	 	30248
	2050	 	Colorado Mills	 	Simon	 	Colorado Mills Mall Limited Partnership	 	14500 W. Colfax Avenue	 	Suite 244	 	Lakewood	 	Colorado	 	80401
	2051	 	Daytona Beach Outlet	 	Tanger	 	Tanger Daytona, LLC	 	1100 Cornerstone Blvd.	 	Suite 1070	 	Daytona Beach	 	Florida	 	32117
	2052	 	The Outlets at Corpus Christi Bay	 	Individual	 	Lockard Outlets Corpus Christi Bay, LLC	 	1223 Terry Shamsie Blvd.	 	Suite 411	 	Robstown	 	Texas	 	78380
	2053	 	Freeport Village Station	 	Individual	 	BERENSON FREEPORT ASSOCIATES LLC	 	1 Freeport Village Station	 	Suite 345E	 	Freeport	 	Maine	 	04032
	2054	 	The Mills at Jersey Gardens	 	Simon	 	JG ELIZABETH II, LLC	 	651 Kapkowski Rd.	 	Suite 2224	 	Elizabeth	 	New Jersey	 	07201
	2055	 	Norfolk Premium Outlets	 	Simon	 	Norfolk Premium Outlets, LLC	 	1600 Premium Outlets Blvd.	 	Suite 816	 	Norfolk	 	Virginia	 	23502
	2056	 	Westgate Outlet	 	Tanger	 	Outlets at Westgate, LLC	 	6800 North 95th Avenue	 	Suite 305	 	Glendale	 	Arizona	 	85305
	2057	 	Howell Outlet Center	 	Tanger	 	Tanger Properties Limited Partnership	 	1475 N. Buckhart Rd.	 	B120	 	Howell	 	Michigan	 	48855
	2058	 	Lancaster Outlet	 	Tanger	 	Tanger Properties Limited Partnership	 	1227 Stanley K. Tanger Blvd.	 	 	 	Lancaster	 	Pennsylvania	 	17602
	2059	 	Outlets of Des Moines	 	FFO Realty	 	NED ALTOONA LLC	 	801 Bass Pro Dr. NW	 	Suite 660	 	Des Moines	 	Iowa	 	50009



 



    Annex I to Schedule 3.05 — Page 42


     


    

 


	2060	 	Fort Worth Outlet	 	Tanger	 	Tanger Fort Worth, LLC	 	15837 North Freeway	 	Suite 1075	 	Fort Worth	 	Texas	 	76177
	2063	 	Ontario Mills	 	Simon	 	Ontario Mills Limited Partnership	 	1 Mills Circle	 	Suite 1016	 	Ontario	 	California	 	91753
	2064	 	Outlet at Settlers Green Streetside	 	Individual	 	1675 W.M.H., LLC	 	1699 White Mountain Highway	 	Suite L20	 	North Conway	 	New Hampshire	 	03860
	2065	 	Fashion Outlets of Chicago	 	0	 	Fashion Outlets of Chicago LLC	 	5220 Fashion Outlets Way	 	Suite 1083	 	Rosemont	 	Illinois	 	60018
	2066	 	Merrimack Premium Outlets	 	Simon	 	Merrimack Premium Outlets	 	80 Premium Outlets Blvd.	 	Suite 673	 	Merrimack	 	New Hampshire	 	03054
	2067	 	Allen Premium Outlets	 	Simon	 	Allen Premium Outlets, L.P.	 	820 Stacy Rd.	 	Suite 632	 	Allen	 	Texas	 	75013
	2068	 	Miromar Outlets	 	0	 	Miromar Outlet West, LLC	 	10801 Corkscrew Rd.	 	Suite 166	 	Estero	 	Florida	 	33928
	2069	 	Orlando International Premium Outlets	 	Simon	 	Orlando International Premium Outlets	 	4969 International Dr.	 	Suite 3 E02	 	Orlando	 	Florida	 	32819
	2070	 	Gilroy Premium Outlets	 	Simon	 	Gilroy Premium Outlets	 	8300 Arroyo Circle	 	Suite B050	 	Gilroy	 	California	 	95020
	2071	 	Chicago Premium Outlets	 	Simon	 	Chicago Premium Outlets	 	1650 Premium Outlet Blvd.	 	Suite 1237	 	Aurora	 	Illinois	 	60502
	2072	 	Woodburn Premium Outlets	 	Simon	 	Woodburn Premium Outlets	 	1001 Arney Rd.	 	Suite 417	 	Woodburn	 	Oregon	 	97071
	2073	 	Round Rock Premium Outlets	 	Simon	 	Round Rock Premium Outlets, L.P.	 	4401 N. IH 35	 	Suite 766	 	Round Rock	 	Texas	 	78664
	2074	 	Silver Sands Premium Outlets	 	Simon	 	Silver Sands GL I, LLC	 	10406 Emerald Coast Parkway West	 	66B	 	Destin	 	Florida	 	32550
	2075	 	Rio Grande Valley Premium Outlets	 	Simon	 	Mercedes Premium Outlets, L.P.	 	5001 E. Expressway 83	 	Suite 830	 	Mercedes	 	Texas	 	78570
	2076	 	St. Louis Premium Outlets	 	Simon	 	St. Louis Premium Outlets, LLC	 	18517 Outlet Blvd.	 	209	 	Chesterfield	 	Missouri	 	63005
	2077	 	Williamsburg Premium Outlets	 	Simon	 	Williamsburg Outlets, L.L.C.	 	5715-56 Richmond Rd.	 	D056	 	Williamsburg	 	Virginia	 	23188



 



    Annex I to Schedule 3.05 — Page 43


     


    

 


	2078	 	Cincinnati Premium Outlets	 	Simon	 	Cincinnati Premium Outlets, LLC	 	816 Premium Outlets Dr.	 	 	 	Monroe	 	Ohio	 	45050
	2079	 	Atlantic City Outlets	 	Tanger	 	Atlantic City Associates, LLC	 	36 North Michigan Ave.	 	 	 	Atlantic City	 	New Jersey	 	08401
	2080	 	The Outlet Collection Riverwalk	 	Howard Hughes	 	Riverwalk Marketplace (New Orleans), LLC	 	500 Port of New Orleans Place	 	Suite 159	 	New Orleans	 	Louisiana	 	70130
	2081	 	Grand Prairie Premium Outlets	 	Simon	 	Grand Prairie Outlets, LLC	 	2950 W. Interstate 20	 	445	 	Grand Prairie	 	Texas	 	75052
	2082	 	Wrentham Premium Outlets	 	Simon	 	Premium Outlet Partners, L.P.	 	1 Premium Outlets Blvd.	 	525	 	Wrentham	 	Massachusetts	 	02093
	2083	 	Birch Run Premium Outlets	 	Simon	 	Birch Run Outlets II L.L.C.	 	12156 S. Beyer Rd.	 	V015	 	Birch Run	 	Michigan	 	48415
	2084	 	Ellenton Premium Outlets	 	Simon	 	Gulf Coast Factory Shops Limited Partnership	 	5461 Factory Shops Blvd.	 	455	 	Ellenton	 	Florida	 	34222
	2085	 	Leesburg Premium Outlets	 	Simon	 	Premium Outlet Partners, L.P.	 	241 Fort Evans Rd. NE	 	1255	 	Leesburg	 	Virginia	 	20176
	2086	 	Pleasant Prairie Premium Outlets	 	Simon	 	Prime Outlets at Pleasant Prairie LLC	 	11211 120th Ave.	 	520	 	Pleasant Prairie	 	Wisconsin	 	53158
	2087	 	The Crossings Premium Outlets	 	Simon	 	Chelsea Pocono Finance, LLC	 	1000 Premium Outlets Dr.	 	B01	 	Tannersville	 	Pennsylvania	 	18372
	2088	 	Outlets at Traverse Mountain	 	Craig Realty Group	 	Outlets at Traverse Mountain, LLC	 	3700 N. Cabalas Blvd.	 	321	 	Lehi	 	Utah	 	84043
	2089	 	San Francisco Premium Outlets	 	Simon	 	Livermore Premium Outlets, LLC	 	2728 Livermore Outlets Dr.	 	 	 	Livermore	 	California	 	94551
	2090	 	Grove City Premium Outlets	 	Simon	 	Grove City Factory Shops Limited Partnership	 	1911 Leesburg Grove City Rd.	 	1035	 	Grove City	 	Pennsylvania	 	16127
	2091	 	Clinton Crossing Premium Outlets	 	Simon	 	Premium Outlet Partners, L.P.	 	20-A Killingworth Turnpike	 	234	 	Clinton	 	Connecticut	 	06413
	2092	 	Aurora Farms Premium Outlets	 	Simon	 	Premium Outlet Partners, L.P.	 	549 S. Chillicothe Rd.	 	460	 	Aurora	 	Ohio	 	44202
	2093	 	Woodbury Common Premium Outlets	 	Simon	 	Premium Outlet Partners, L.P.	 	430 Dune Rd.	 	430	 	Central Valley	 	New York	 	10917




 






    Annex I to Schedule 3.05 — Page 44


     


    



 


SCHEDULE 3.06


 


DISCLOSED MATTERS


 


None.


 




    Schedule 3.06 — Page 1


     


    

 


SCHEDULE 3.14


 


INSURANCE


 


	Line	 	Carrier	 	Limits	 	Retention / Deductible	 	Policy	 	Term
	Property	 	 	 	 	 	 	 	 	 	 
	Property	 	Hartford Fire Insurance Company	 	$175,355,000 Business Personal Property

$208,546,390 Business Income Incl Extra Exp

$25,000,000 Flood except Zone A: $5,000,000 $25,000,000 Earthquake except 

CA EQ: $10,000,000



Various sublimits apply 	 	AOP - $10,000

Earth Movement - $50,000 except High Hazard County (California) $100,000

Flood - $50,000 except Flood Zone A: $500,000

Named Windstorm - $50,000	 	83 UUN ZH5568	 	10/1/2017 - 10/1/2018
	Casualty	 	 	 	 	 	 	 	 	 	 
	General Liability

Includes EBL	 	Hartford Underwriters Insurance Company	 	 $1,000,000 Each Occurrence 

$1,000,000 Personal & Advertising Injury

$2,000,000 General Aggregate

$2,000,000 Products-Completed Operations Aggregate Limit

$300,000 Damage to Premises Rented to You Limit

$10,000 Medical Expense Limit 	 	Guaranteed Cost	 	61 UEN HZ6462	 	10/1/2017 - 10/1/2018


 




    Schedule 3.14 — Page 1


     


    

 


	Auto	 	Trumbull Insurance Company	 	$1,000,000 CSL	 	Liability: Guaranteed Cost

APD Comp / Coll: $1,000/$1,000	 	61 UEN HZ6462	 	10/1/2017 - 10/1/2018
	Umbrella	 	Hartford Casualty Insurance Company	 	$10,000,000 Each Occurrence Limit

$10,000,000 General Aggregate Limit

$10,000,000 Products- Completed Operations Aggregate Limit	 	$10,000 SIR Each Occurrence	 	61 XHU HZ6561	 	10/1/2017 - 10/1/2018
	Workers Comp / Employers Liability 	 	Trumbull Insurance Company	 	 WC: Statutory

EL: $1,000,000 each accident

$1,000,000 policy limit

$1,000,000 each employee 	 	Guaranteed Cost	 	61 WB AT0947	 	10/1/2017 - 10/1/2018
	Foreign	 	 	 	 	 	 	 	 	 	 
	Foreign Package	 	CHUBB	 	General Liability:

$1,000,000 Each Occurrence

$1,000,000 Personal & Advertising Injury Aggregate 

$2,000,000 Products/Completed Ops Aggregate

$1,000,000 Premises Damage Limit

$25,000 Medical Expense

Employee Benefits Liability:

$1,000,000 Each Claim

$1,000,000 Annual Aggregate

Auto Liability:

$1,000,000 CSL

$50,000 Hired Auto Physical Damage

$50,000 Medical Payments

Foreign Voluntary WC/EL:

$1,000,000 BI by Accident (Each Accident)

$1,000,000 BI by Disease (Each Employee)

$1,000,000 BI by Disease (Policy Limit)

Accidental Death & Dismemberment

$250,000 AD&D

$25,000 Medical Expense

$1,500,000 Aggregate

Commercial Property Coverage

$250,000 Per Occurrence

Employee Dishonesty - $5,000 Limit

Forgery or Alteration Coverage- $5,000 Limit	 	Perm Occurrence - $5,000

Employee Dishonesty - $1,000

Forgery or Alteration - $1,000	 	PHFD38388149 002	 	10/1/2017-10/1/2018


 




    Schedule 3.14 — Page 2


     


    

 


	FINPRO	 	 	 	 	 	 	 	 	 	 
	Cyber	 	Beazley	 	$3,000,000 Policy Aggregate

various sublimits	 	 $75,000 Retention

other retentions applicable 	 	W12E45170601	 	10/1/2017-10/1/2018
	Employment Practices Liability	 	Beazley	 	$5,000,000 Empl. Practices Liability Limit

$5,000,000 Third Party Event Limit

$5,000,000 Aggregate Limit of Liability

$25,000 Employment Event Sublimit	 	 $150,000 Insured Event

$150,000 Third Party Event 	 	V16C0B170401	 	10/1/2017-10/1/2018


 




    Schedule 3.14 — Page 3


     


    

 


	Fiduciary Liability	 	CNA	 	$1,000,000 Aggregate Limit of Liability	 	$5,000 Each Event	 	596353577	 	10/1/2017-10/1/2019
	D&O - 1st Layer	 	XL Specialty Insurance Co	 	$10,000,000 Aggregate Limit	 	$1,000,000 each claim

$1,000,000 Retention	 	ELU151173-17	 	7/22/2017-7/22/2018
	D&O - 2nd Layer	 	Allied World National Assurance Company	 	$10,000,000 xs $10,000,000	 	-	 	0306-8454	 	7/22/2017-7/22/2018
	D&O - 3rd Layer	 	QBE Insurance Corporation	 	$10,000,000 xs $20,000,000	 	-	 	QPL0677624	 	7/22/2017-7/22/2018
	D&O - 4th Layer	 	Old Republic	 	$10,000,000 xs $30,000,000	 	-	 	ORPRO39754	 	7/22/2017-7/22/2018
	D&O - 5th Layer	 	Axis Insurance Company	 	$10,000,000 xs $40,000,000	 	-	 	MNN624516/01/2017	 	7/22/2017-7/22/2018
	D&O - 6th Layer	 	Liberty Insurance Underwriters, Inc.	 	$10,000,000 xs $50,000,000	 	-	 	DO3HAAFHMH006	 	7/22/2017-7/22/2018
	D&O - 7th Layer	 	ACE American Insurance Company	 	$10,000,000 xs $60,000,000	 	-	 	DOX G25592815 006	 	7/22/2017-7/22/2018
	D&O - 8th Layer	 	XL Specialty Insurance Co	 	$10,000,000 xs $70,000,000	 	-	 	ELU151172-17	 	7/22/2017-7/22/2018
	K&R	 	Travelers	 	$1,000,000 Per Event

$50,000 Rest & Rehabilitation Expenses	 	-	 	106181687	 	10/1/2017-10/1/2018


 




    Schedule 3.14 — Page 4


     


    

 


SCHEDULE 3.15


 


CAPITALIZATION AND SUBSIDIARIES


 


Subsidiaries of FHC


 


Francesca’s
LLC: FHC is the Sole Member


 


Francesca’s
Collections, Inc.: Francesca’s LLC is the Sole Shareholder


 


Francesca’s
Services Corporation: FHC is the Sole Shareholder


 


francescas.com,
Inc.: FHC is the Sole Shareholder


 


Equity Interests of Borrowers
(other than FHC) 


 


Francesca’s
LLC:


 


100% of the
membership units are owned beneficially and of record by FHC.


 


Francesca’s
Collections, Inc.:


 


100% of the
1,000 shares of common stock are owned beneficially and of record by Francesca’s LLC.


 


Francesca’s
Services Corporation:


 


100% of the
1,000 shares of common stock are owned beneficially and of record by FHC.


 


francescas.com,
Inc.:


 


100% of the
1,000 shares of common stock are owned beneficially and of record by FHC.


 


Type of Entity


 


Francesca’s
Holdings Corporation, a Delaware corporation


 


Francesca’s
LLC, a Delaware limited liability company


 


Francesca’s
Collections, Inc., a Texas corporation


 


Francesca’s
Services Corporation, a Texas corporation


 


francescas.com,
Inc., a Texas corporation


 




    Schedule 3.15 — Page 1


     


    

 


SCHEDULE 6.01


 


EXISTING INDEBTEDNESS


 


Single Sided Lease Agreement (#301-0270064-001)
dated July 21, 2017 between Wells Fargo Bank, N.A. and Francesca's Services Corporation with payments of $580.84 each month for
63 months from the date of acceptance of the leased equipment.


 




    Schedule 6.01 — Page 1


     


    

 


SCHEDULE 6.02


 


EXISTING LIENS


 


		1.	Liens on all funds on deposit in the DDA (as defined in the NOVA Agreement), all funds in the Reserve Account (as defined in
the NOVA Agreement), all Transaction Receipts (as defined in the NOVA Agreement) and any amounts due to Francesca’s Collections
under the NOVA Agreement granted pursuant to the Terms of Service, effective as of July 5, 2008 (the “NOVA Agreement”),
by and among Francesca’s Collections, Elavon (f/k/a NOVA Information System, Inc.) and Wachovia Bank, National Association.



 


		2.	Liens on all funds in any Reserve Account (as defined in the Paymentech Agreement) and any proceeds thereof granted pursuant
to the Select Merchant Payment Instrument Processing Agreement, effective as of March 30, 2012 (“Paymentech Agreement”),
by and among Francesca’s Collections, Inc., Paymentech, LLC and JPMorgan Chase Bank, N.A.



 


		3.	Liens on specific leased equipment granted and proceeds thereof pursuant to the Single Sided Lease
Agreement (#301-0270064-001) dated July 21, 2017 between Wells Fargo Bank, N.A. and Francesca's Services Corporation.



 


		4.	Equipment lien in favor of Walt Disney Parks and Resorts U.S., Inc. pursuant to UCC financing statement
no. 16-0013376411 filed with the Texas Secretary of State on April 26, 2016, naming Francesca’s Collections, Inc. as Debtor.



 


		5.	Equipment lien on specific leased equipment and proceeds thereof in favor of Wells Fargo Bank,
N.A. pursuant to UCC financing statement no. 17-0031661479 filed with the Texas Secretary of State on September 19, 2017, naming
Francesca’s Services Corporation as Debtor.



 




    Schedule 6.02 — Page 1


     


    

 


SCHEDULE 6.04


 


EXISTING INVESTMENTS


 


None.


 




    Schedule 6.04 — Page 1


     


    

 


Schedule 6.10


 


EXISTING RESTRICTIONS


 


None


 




    Schedule 6.10 — Page 1


     


    

 


EXHIBIT A


 


ASSIGNMENT AND ASSUMPTION


 


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


 


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


 


	1.	Assignor:	 	 
	 	 	 
	2.	Assignee:	 	 
	 	 	[and is an Affiliate/Approved Fund of [identify Lender]1]
	 	 	 
	3.	Borrowers:	 	 
	 	 	 
	4.	Administrative Agent:	JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement
	 	 	 
	5.	Credit Agreement:	The Credit Agreement, dated as of May 25, 2018, among Francesca’s Holdings Corporation, the other Loan Parties party thereto, the Lenders parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent


 





 



1 Select as applicable.


 




    Assignment and Assumption – Page 1


     


    

 


		6.	Assigned Interest:



 


	Facility Assigned2	 	 	Aggregate Amount of
 Commitment/Loans
 for all Lenders	 	 	Amount of
 Commitment/Loans
 Assigned	 	 	Percentage Assigned
 of
 Commitment/Loans3	 
	 	 	 	 	$	 	 	 	$	 	 	 	 	 	%
	 	 	 	 	$	 	 	 	$	 	 	 	 	 	%
	 	 	 	 	$	 	 	 	$	 	 	 	 	 	%



 


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


 


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


 


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


 


	 	ASSIGNOR:
	 	 
	 	[NAME OF ASSIGNOR]


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	ASSIGNEE:
	 	 
	 	[NAME OF ASSIGNEE]


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 





 



2 Fill in the appropriate terminology for the types
of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,”
“Term Loan Commitment,” etc.)


3 Set forth, to at least 9 decimals, as a percentage
of the Commitment/Loans of all Lenders thereunder.


 




    Assignment and Assumption – Page 2


     


    

 


[Consented to and]4 Accepted:


 


JPMORGAN CHASE BANK, N.A., as


Administrative Agent, Issuing Bank, and Swingline Lender


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


[Consented to:]5


 


[NAME OF RELEVANT PARTY]


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 





 



4 To be added only if the consent of the Administrative
Agent, Issuing Bank and/or Swingline Lender, as applicable, is required by the terms of the Credit Agreement.


5 To be added only if the consent of a Borrower and/or
other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement.



 




    Assignment and Assumption – Page 3


     


    

 


ANNEX 1


ASSIGNMENT AND ASSUMPTION


 


Credit Agreement, dated as of May 25, 2018


among


Francesca’s Holdings Corporation,


the other Loan Parties party thereto,


the lending institutions party thereto,


and


JPMorgan Chase Bank, N.A., as the Administrative
Agent


 


STANDARD TERMS AND CONDITIONS FOR


ASSIGNMENT AND ASSUMPTION


 


1.            Representations
and Warranties.


 


1.1         Assignor.
The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the
Assigned Interest is free and clear of any lien, encumbrance, or other adverse claim, and (iii) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated
hereby and (b) assumes no responsibility with respect to (i) any statements, warranties, or representations made in or
in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency, or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of any
Borrower, any of its Subsidiaries or Affiliates, or any other Person obligated in respect of any Loan Document, or (iv) the
performance or observance by any Borrower, any of its Subsidiaries or Affiliates, or any other Person of any of their respective
obligations under any Loan Document.


 


1.2         Assignee.
The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender
under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required
to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date,
it will be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest,
will have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies
of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents
and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption
and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance
on the Administrative Agent, any arranger, or any other Lender and their respective Related Parties, and (v) if it is a Foreign
Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of
the Credit Agreement, duly completed and executed by the Assignee and (b) agrees that (i) it will, independently and
without reliance on the Administrative Agent, the Assignor, or any other Lender or their respective Related Parties, and based
on such documents and information as it deems appropriate at the time, continue to make its own credit decisions in taking or not
taking action under the Loan Documents and (ii) it will perform in accordance with their terms all of the obligations that
by the terms of the Loan Documents are required to be performed by it as a Lender.


 




    Assignment and Assumption – Page 4


     


    

 


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


 


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


 


Acceptance of the terms
of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart
of a signature page of this Assignment and Assumption by any Electronic System is effective as delivery of a manually executed
counterpart of this Assignment and Assumption. This Assignment and Assumption is governed by, and construed in accordance with,
the law of the State of New York.


 




    Assignment and Assumption – Page 5


     


    

 


EXHIBIT B


 


FORM OF WRITTEN BORROWING REQUEST


 


[To Be Attached]


 




    Form of Written Borrowing Request – Cover Page


     


    


 


FRANCESCA’S SERVICES CORPORATION


WRITTEN BORROWING REQUEST


 







	Borrowing Request	Date: [__________ __, 20__]







JPMorgan Chase Bank, N.A.





10 S. Dearborn Street, 22nd Floor


Chicago, IL 60603


Attention: ____________- Operations


 


Ladies and Gentlemen:


 


This Written Borrowing Request is delivered
to the Administrative Agent pursuant to Section 2.03 of that certain Credit Agreement dated as of May 25, 2018 (as amended,
restated, modified, renewed, or extended from time to time, the “Agreement”) among Francesca’s Holdings
Corporation, the other Loan Parties party thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A. as a Lender and as
Administrative Agent for the Lenders. Unless otherwise defined herein, capitalized terms used in this Written Borrowing Request
have the meanings ascribed thereto in the Agreement. On behalf of the Loan Parties, the Borrower Representative represents that,
as of this date, the conditions precedent set forth in Section 4.02 of the Agreement are satisfied.


 


The Borrower Representative hereby notifies the Administrative
Agent of the Borrowers’ request for the following Borrowing:


 


		(1)	The Borrowing will be [an ABR][a Eurodollar] Borrowing



		(2)	The Borrowing Date of the Borrowing [must be a Business Day]: [__________ __, 20__]



		(3)	Aggregate Amount of the Borrowing: [$__________________]



		(4)	If a Eurodollar Borrowing, the duration of the applicable Interest Period (check one): [One][Two][Three][Six]
Month[s]



 


	 	FRANCESCA’S SERVICES CORPORATION,
	 	as Borrower Representative
	 	 	 
	 	By:	                
	 	Name:	 
	 	Title:	 


  




    Written Borrowing Request (Francesca’s) – Solo Page


     


    

 


EXHIBIT C


 


BORROWING BASE CERTIFICATE




  





	 
	BORROWING BASE REPORT
	 	Rpt #	 
	Obligor Number:	 	 	Date:	 
	Loan Number:	Period Covered:___________ to ____________
	COLLATERAL CATEGORY	A/R	Inventory	Total Eligible Collateral
	Description	 	 	 
	1   Beginning Balance (Previous report - Line 8)	 	 
	2   Additions to Collateral (Gross Sales or Purchases)	 	 
	3   Other Additions (Add back any non-A/R cash in line 3)	 	 
	4   Deductions to Collateral (Cash Received)	 	 
	5   Deductions to Collateral (Discounts, other)	 	 
	6   Deductions to Collateral (Credit Memos, all)	 	 
	7   Other non-cash credits to A/R	 	 
	8   Total Ending Collateral Balance	 	 
	9   Less Ineligible - Past Due	 	 
	10  Less Ineligible  - Cross-age (___%)	 	 
	11  Less Ineligible – Foreign	 	 
	12  Less Ineligible – Contra	 	 
	13  Less Ineligible - Other (attached schedule)	 	 
	14  Total Ineligibles - Accounts Receivable	 	 
	 	 	 
	15  Less Ineligible — Inventory Slow-moving	 	 
	16  Less Ineligible — Inventory Offsite not covered	 	 
	17  Less Ineligible — Inventory WIP	 	 
	18  Less Ineligible – Consigned	 	 
	19  Less Ineligible — Other (attached schedule)	 	 
	20  Total Ineligible Inventory	 	 
	 	 	 













 




    Borrowing Base Certificate – Page 1


     


    

 





	21  Total Eligible Collateral	 	 	 
	22  Advance Rate Percentage	%	%
	23  Net Available - Borrowing Base Value	 	 
	24  Reserves (other)	 	 
	25  Total Borrowing Base Value	 	 
	25A Total Availability/CAPS	 	 
	26  Revolver Line	 	 	Total Revolver Line	 
	27  Maximum Borrowing Limit (Lesser of 25 or 26)*	 	 	Total Available	 
	27A Suppressed Availability	 	 	 
	                   LOAN STATUS	 	 	 
	28 Previous Loan Balance (Previous Report Line 31)	 	 
	
        29 Less: A. Net Collections (Same as line 4)

        B. Adjustments/Other _______________
	 	 
	
        30 Add: A. Request for Funds

        B. Adjustments/Other _______________
	 	 
	31 New Loan Balance	 	 
	32 Letter of Credit/BA’s outstanding	 	 
	33 Availability Not Borrowed (Lines 27 less 31 & 32)	 	 
	34 [reserved]	 	 	Total New Loan Balance:
	35 OVERALL EXPOSURE (lines 31 & 34)	 
	 
	Pursuant to, and in accordance with, the terms and provisions of that certain Credit Agreement, dated as of May 25, 2018 (as it may be amended or otherwise modified from time to time, the “Agreement”) among Francesca’s Holdings Corporation, the other Loan Parties party thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders, the Borrower Representative is executing and delivering to the Administrative Agent this Borrowing Base Report accompanied by supporting data (collectively referred to as the “Report”).  The Borrower Representative represents and warrants to the Administrative Agent that this Report is true and correct, and is based on information contained in the Borrowers’ own financial accounting records.  The Borrower Representative, by the execution of this Report, hereby ratifies, confirms, and affirms all of the terms, conditions, and provisions of the Agreement, and certifies on this ___ day of ___________, 20__, that the Loan Parties are is in compliance with the Agreement.  Unless otherwise defined herein, capitalized terms used herein have the meanings ascribed thereto in the Agreement.
	
        BORROWER NAME:

         

         
	AUTHORIZED SIGNATURE:










 




    Borrowing Base Certificate – Page 2


     


    

 


EXHIBIT D


 


COMPLIANCE CERTIFICATE


 


		To:	The Lenders parties to the



Credit Agreement
Described Below


 


This Compliance Certificate
is furnished pursuant to that certain Credit Agreement, dated as of May 25, 2018, (as amended, modified, renewed, or extended from
time to time, the “Agreement”) among Francesca’s Holdings Corporation, the other Loan Parties party thereto,
the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders. Unless otherwise defined herein,
capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.


 


THE UNDERSIGNED HEREBY
CERTIFIES, ON BEHALF OF THE LOAN PARTIES, THAT:


 


1.         I
am the duly elected , [____________________] of the Borrower Representative;


 


2.         I
have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of
the transactions and conditions of FHC and its Subsidiaries during the accounting period covered by the attached financial statements
[for quarterly or monthly financial statements add: and such financial statements present fairly in all material respects the financial
condition and results of operations of the Borrowers and their consolidated Subsidiaries on a consolidated basis in accordance
with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes];


 


3.         The
examinations described in paragraph 2 did not disclose, except as set forth below, and I have no knowledge of (a) the
existence of any condition or event that constitutes a Default during or at the end of the accounting period covered by the attached
financial statements or as of the date of this Certificate or (b) any change in GAAP or in the application thereof that has
occurred since the date of the audited financial statements referred to in Section 3.04 of the Agreement;


 


4.         I
hereby certify that no Loan Party has changed (a) its name, (b) its chief executive office, (c) principal place
of business, (d) the type of entity it is, or (e) its state of incorporation or organization without having given the
Administrative Agent the notice required by Section 4.15 of the Security Agreement;


 


5.         Schedule I
hereto sets forth financial data and computations evidencing the Borrowers’ compliance with certain covenants of the Agreement,
all of which data and computations are true, complete, and correct;


 


6.         Schedule II
hereto sets forth (a) the computations necessary to determine the Applicable Rate commencing on the Business Day this certificate
is delivered and (b) the Category from the definition of Applicable Rate determined by the computations;


 




    Compliance Certificate – Page 1


     


    

 


7.         Schedule III
hereto sets forth any updates with respect to the Loan Parties’ Intellectual Property that are required to be delivered pursuant
to Section 4.7 of the Security Agreement; and


 


8.         Schedule IV
hereto sets forth any fees, expenses, charges, and reserves under clause (vi) of the definition of EBITDAR that are
included in the financial statements delivered concurrently herewith..


 


Described below are
the exceptions, if any, to paragraph 3 by listing, in detail, the (a) nature of the condition or event, the period
during which it has existed and the action that the Borrowers have taken, are taking, or propose to take with respect to each such
condition or event or (b) the change in GAAP or the application thereof and the effect of such change on the attached financial
statements:


 


	 
	 
	 


 


The foregoing certifications,
together with the computations set forth in Schedule I and Schedule II hereto and the financial statements
delivered with this Certificate in support hereof, are made and delivered this ___ day of ________, _____.


 


	 	FRANCESCA’S COLLECTIONS, INC.,
	 	as Borrower Representative


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 




    Compliance Certificate – Page 2


     


    

 


SCHEDULE I


 


Compliance as of _________ __, 20__ with


provisions of
_____ and _____ of the Agreement


 




    Compliance Certificate - Schedule I – Page 1


     


    

 


SCHEDULE II


 


Borrowers’ Applicable Rate Calculation


 


		(i)	Computation: _____________



 


		(ii)	Category from Grid in Definition of Applicable Rate: ________________



 




    Compliance Certificate – Schedule II – Page 1


     


    

 


SCHEDULE III


 


Updates to Intellectual Property


 




    Compliance Certificate – Schedule III – Page 1


     


    

 


SCHEDULE IV


 


Items Included Under Clause (vi) of
the Definition of EBITDAR


 




    Compliance Certificate – Schedule IV – Page 1


     


    

 


EXHIBIT E


 


JOINDER AGREEMENT


 


THIS JOINDER AGREEMENT
(this “Agreement”), dated as of [__________, ____, 20__,] is entered into between [________________________________,
a _________________] (the “New Subsidiary”) and JPMorgan Chase Bank, N.A., in its capacity as Administrative
Agent under that certain Credit Agreement, dated as of May 25, 2018 (as the same may be amended, extended, restated, or otherwise
modified from time to time, the “Credit Agreement”), among Francesca’s Holdings Corporation, the other
Loan Parties party thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A. (as the Administrative Agent, the Issuing
Bank, the Swingline Lender, and a Lender). All capitalized terms used herein and not otherwise defined herein will have the meanings
set forth in the Credit Agreement.


 


The New Subsidiary
and the Administrative Agent, for the benefit of the Lenders, hereby agree as follows:


 


1.         The
New Subsidiary hereby acknowledges, agrees, and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed
to be a Loan Party under the Credit Agreement and a “Loan Guarantor” for all purposes of the Credit Agreement and will
have all of the obligations of a Loan Party and a Loan Guarantor thereunder as if it had executed the Credit Agreement. The New
Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions, and conditions contained
in the Credit Agreement, including (a) all of the representations and warranties of the Loan Parties set forth in Article 3
of the Credit Agreement, (b) all of the covenants set forth in Article 5 and Article 6 of the Credit
Agreement, and (c) all of the guaranty obligations set forth in Article 10 of the Credit Agreement. Without limiting
the generality of the foregoing terms of this paragraph 1, the New Subsidiary, subject to the limitations set forth
in Section 10.10 and Section 10.13 of the Credit Agreement, hereby guarantees, jointly and severally with
the other Loan Guarantors, to the Administrative Agent and the Lenders, as provided in Article 10 of the Credit Agreement,
the prompt payment and performance of the Guaranteed Obligations in full when due (whether at stated maturity, as a mandatory prepayment,
by acceleration, or otherwise) strictly in accordance with the terms thereof and agrees that if any of the Guaranteed Obligations
are not paid or performed in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, or otherwise),
the New Subsidiary will, jointly and severally together with the other Loan Guarantors, promptly pay and perform the same, without
any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations,
the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, or otherwise)
in accordance with the terms of such extension or renewal.


 


2.         If
required, the New Subsidiary is, simultaneously with the execution of this Agreement, executing and delivering such Collateral
Documents (and such other documents and instruments) as requested by the Administrative Agent in accordance with the Credit Agreement.


 


3.         The
address of the New Subsidiary for purposes of Section 9.01 of the Credit Agreement is as follows:


 




    Joinder Agreement – Page 1


     


    

 


	 	 	 
	 	 	 
	Attention:	 	 
	Telecopy:	 	 


 


4.         The
New Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the New Subsidiary upon
the execution of this Agreement by the New Subsidiary.


 


5.         This
Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be an original, but
all of which constitute one and the same instrument.


 


6.         THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER WILL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.


 


IN WITNESS WHEREOF,
the New Subsidiary has caused this Agreement to be duly executed by its authorized officer, and the Administrative Agent, for the
benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written.


 


	 	NEW SUBSIDIARY:
	 	 
	 	[NEW SUBSIDIARY]


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 


Acknowledged and accepted:


 


JPMORGAN CHASE BANK, N.A.,


as Administrative Agent


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 




    Joinder Agreement – Page 2


     


    

 


EXHIBIT F-1


 


[FORM OF]


U.S.
TAX COMPLIANCE CERTIFICATE


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


 


Reference is hereby
made to the Credit Agreement, dated as of May 25, 2018 (as amended, supplemented, or otherwise modified from time to time, the
“Credit Agreement”), among Francesca’s Holdings Corporation, the other Loan Parties party thereto, the
Lenders party thereto, and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for the Lenders.


 


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


 


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


 


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


 


	 	[NAME OF LENDER]


 


	 	By:	 
	 	Name:	 
	 	Title:	 





	 	Date: [__________ __, 20__]




 




    Form of U.S. Tax Compliance Certificate – Page 1


     


    

 


EXHIBIT F-2


 


[FORM
OF]


U.S.
TAX COMPLIANCE CERTIFICATE


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


 


Reference is hereby
made to the Credit Agreement, dated as of May 25, 2018 (as the same may be amended, extended, restated, or otherwise modified from
time to time, the “Credit Agreement”), among Francesca’s Holdings Corporation, the other Loan Parties
party thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A. (as the Administrative Agent).


 


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


 


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


 


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


 


	 	PARTICIPANT:
	 	 
	 	[NAME OF PARTICIPANT]


 


	 	By:	 
	 	Name:	 
	 	Title:	 





	 	Date: [__________ __, 20__]



 




    Form of U.S. Tax Compliance Certificate – Page 1


     


    

 


EXHIBIT F-3


 


[FORM
OF]


U.S. TAX COMPLIANCE CERTIFICATE


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


 


Reference is hereby
made to the Credit Agreement, dated as of May 25, 2018 (as the same may be amended, extended, restated, or otherwise modified from
time to time, the “Credit Agreement”), among Francesca’s Holdings Corporation, the other Loan Parties
party thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A. (as the Administrative Agent).


 


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


 


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


 


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


 


	 	PARTICIPANT:
	 	 
	 	[NAME OF PARTICIPANT]


 


	 	By:	 
	 	Name:	 
	 	Title:	 





	 	Date: [__________ __, 20__]



 




    Form of U.S. Tax Compliance Certificate – Page 1


     


    

 


EXHIBIT F-4


 


[FORM
OF]


U.S.
TAX COMPLIANCE CERTIFICATE


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


 


Reference is hereby
made to the Credit Agreement, dated as of May 25, 2018 (as the same may be amended, extended, restated, or otherwise modified from
time to time, the “Credit Agreement”), among Francesca’s Holdings Corporation, the other Loan Parties
party thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A. (as the Administrative Agent).


 


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


 


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


 


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


 




    Form of U.S. Tax Compliance Certificate – Page 1


     


    

 


	 	LENDER:
	 	 
	 	[NAME OF LENDER]


 


	 	By:	 
	 	Name:	 
	 	Title:	 





	 	Date: [__________ __, 20__]



 




    Form of U.S. Tax Compliance Certificate – Page 2