Exhibit 10.1


 





 



 


CREDIT AGREEMENT


 


by and among


 


TCW ASSET MANAGEMENT COMPANY LLC,

as Agent,


 


THE LENDERS THAT ARE PARTIES HERETO

as the Lenders,


 


HUDSON TECHNOLOGIES INC.,

as Parent,


 


and


 


HUDSON HOLDINGS, INC.,

HUDSON TECHNOLOGIES COMPANY,

and

THE OTHER BORROWERS THAT ARE PARTIES

FROM TIME TO TIME HERETO,

collectively, as the Borrowers


 


Dated as of March 2, 2022


 


 



 






     


     


    

 


TABLE OF CONTENTS


 


Page


 




	1.             DEFINITIONS AND CONSTRUCTION	1
	1.1.   Definitions	1
	1.2.   Accounting Terms	47
	1.3.   Code	47
	1.4.   Construction	48
	1.5.   Time References	48
	1.6.   Schedules and Exhibits	48
	1.7.   Divisions	48
	1.8.   Rates	49
	2.             LOANS AND TERMS OF PAYMENT	49
	2.1.   [Reserved]	49
	2.2.   Term Loan	49
	2.3.   Borrowing Procedures and Settlements	49
	2.4.   Payments; Reductions of Commitments; Prepayments	52
	2.5.   Promise to Pay; Promissory Notes	55
	2.6.   Interest
Rates;  Rates, Payments, and Calculation	55
	2.7.   Crediting Payments	56
	2.8.   Designated Account	56
	2.9.   [Reserved]	56
	2.10.   Fees	56
	2.11.   [Reserved]	56
	2.12.   SOFR Option	61
	2.13.   Capital Requirements	60
	2.14.   [Reserved]	61
	2.15.   Joint and Several Liability of Borrowers	62
	3.             CONDITIONS; TERM OF AGREEMENT	65
	3.1.   Conditions Precedent to the Initial Extension of Credit	65
	3.2.   [Reserved]	65
	3.3.   Maturity	65
	3.4.   Effect of Maturity	65
	3.5.   Early Termination by Borrowers	65



 






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	3.6.   Post-Closing Covenants	65
	4.             REPRESENTATIONS AND WARRANTIES	66
	4.1.   Due Organization and Qualification; Subsidiaries	66
	4.2.   Due Authorization; No Conflict	67
	4.3.   Governmental Consents	67
	4.4.   Binding Obligations; Perfected Liens	67
	4.5.   Title to Assets; No Encumbrances	68
	4.6.   Litigation	68
	4.7.   Compliance with Laws	68
	4.8.   No Material Adverse Effect	68
	4.9.   Solvency	68
	4.10.   Employee Benefits	68
	4.11.   Environmental Condition	69
	4.12.   Complete Disclosure	70
	4.13.   Patriot Act	70
	4.14.   Indebtedness	70
	4.15.   Payment of Taxes	70
	4.16.   Margin Stock	71
	4.17.   Governmental Regulation	71
	4.18.   OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws	71
	4.19.   Employee and Labor Matters	72
	4.20.   Parent as a Holding Company	72
	4.21.   Leases	72
	4.22.   [Reserved]	72
	4.23.   [Reserved]	72
	4.24.   Location of Inventory	72
	4.25.   Inventory Records	72
	4.26.   Revolving Loan Documents	72
	4.27.   Hedge Agreements	73
	4.28.   Material Contracts	73
	4.29.   Non-Loan Party Subsidiaries	73



 


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	4.30.   Immaterial Subsidiaries	73
	5.             AFFIRMATIVE COVENANTS	73
	5.1.   Financial Statements, Reports, Certificates	73
	5.2.   Reporting	74
	5.3.   Existence	74
	5.4.   Maintenance of Properties	74
	5.5.   Taxes	74
	5.6.   Insurance	74
	5.7.   Inspection	75
	5.8.   Compliance with Laws	75
	5.9.   Environmental	76
	5.10.   Disclosure Updates	78
	5.11.   Formation of Subsidiaries	78
	5.12.   Further Assurances	79
	5.13.   Lender Meetings	80
	5.14.   Location of Inventory; Chief Executive Office	80
	5.15.   OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws	80
	5.16.   Material Contracts	80
	5.17.   Compliance with ERISA and the IRC	80
	5.18.   [Reserved]	81
	5.19.   [Reserved]	81
	5.20.   [Reserved]	81
	5.21.   [Reserved]	81
	5.22.   [Reserved]	81
	5.23.   COVID-19 Assistance	81
	6.             NEGATIVE COVENANTS	81
	6.1.   Indebtedness	81
	6.2.   Liens	81
	6.3.   Restrictions on Fundamental Changes	82
	6.4.   Disposal of Assets	82
	6.5.   Nature of Business	82



 


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	6.6.   Prepayments, Payments of Certain Indebtedness and Amendments	83
	6.7.   Restricted Payments	83
	6.8.   Accounting Methods	84
	6.9.   Investments	81
	6.10.   Transactions with Affiliates	84
	6.11.   Use of Proceeds	85
	6.12.   Limitation on Issuance of Equity Interests	85
	6.13.   Inventory with Bailees	85
	6.14.   Parent as Holding Company	85
	6.15.   Employee Benefits	86
	6.16.   Non-Loan Party Subsidiaries	86
	6.17.   Acquisition of Indebtedness	86
	6.18.   Anti-Layering	87
	6.19.   Immaterial Subsidiaries	87
	7.             FINANCIAL COVENANTS	87
	8.             EVENTS OF DEFAULT	89
	8.1.   Payments	89
	8.2.   Covenants	89
	8.3.   Judgments	89
	8.4.   Voluntary Bankruptcy	89
	8.5.   Involuntary Bankruptcy	89
	8.6.   Default Under Other Agreements	89
	8.7.   Representations	90
	8.8.   Guaranty	90
	8.9.   Security Documents	90
	8.10.   Loan Documents	90
	8.11.   Change of Control	90
	8.12.   ERISA	90
	8.13.   Invalidity of Intercreditor Agreement	91
	8.14.   Material Contracts	91
	8.15.   Conduct of Business	91
	8.16.   Material Adverse Effect	91



 


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	9.             RIGHTS AND REMEDIES	91
	9.1.   Rights and Remedies	91
	9.2.   Remedies Cumulative	92
	10.           WAIVERS; INDEMNIFICATION	92
	10.1.   Demand; Protest; etc.	92
	10.2.   The Lender Group's Liability for Collateral	92
	10.3.   Indemnification	92
	11.            NOTICES	93
	12.            CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER	94
	13.            ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS	95
	13.1.   Assignments and Participations	95
	13.2.   Successors	98
	14.           AMENDMENTS; WAIVERS	99
	14.1.   Amendments and Waivers	99
	14.2.   Replacement of Certain Lenders	100
	14.3.   No Waivers; Cumulative Remedies	101
	15.           AGENT; THE LENDER GROUP	101
	15.1.   Appointment and Authorization of Agent	101
	15.2.   Delegation of Duties	102
	15.3.   Liability of Agent	102
	15.4.   Reliance by Agent	103
	15.5.   Notice of Default or Event of Default	103
	15.6.   Credit Decision	103
	15.7.   Costs and Expenses; Indemnification	104
	15.8.   Agent in Individual Capacity	105
	15.9.   Successor Agent	105
	15.10.   Lender in Individual Capacity	105
	15.11.   Collateral Matters	106
	15.12.   Restrictions on Actions by Lenders; Sharing of Payments	107
	15.13.   Agency for Perfection	108
	15.14.   Payments by Agent to the Lenders	108
	15.15.   Concerning the Collateral and Related Loan Documents	108



 


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	15.16.   [Reserved]	109
	15.17.   Several Obligations; No Liability	109
	16.           WITHHOLDING TAXES	109
	16.1.   Payments	109
	16.2.   Exemptions	109
	16.3.   Reductions	111
	16.4.   Refunds	112
	17.           GENERAL PROVISIONS	112
	17.1.   Effectiveness	112
	17.2.   Section Headings	112
	17.3.   Interpretation	113
	17.4.   Severability of Provisions	113
	17.5.   [Reserved]	113
	17.6.   Debtor-Creditor Relationship	113
	17.7.   Counterparts; Electronic Execution	113
	17.8.   Revival and Reinstatement of Obligations	113
	17.9.   Confidentiality	114
	17.10.   Survival	116
	17.11.   Patriot Act; Due Diligence	116
	17.12.   Integration	116
	17.13.   HTC as Agent for Borrowers	116
	17.14.   Acknowledgement and Consent to Bail-In of Affected Financial Institutions	117
	17.15.   Intercreditor Agreement	117
	17.16.   Acknowledgement Regarding Any Supported QFCs	118
	17.17.   Erroneous Payments	118


 




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EXHIBITS AND SCHEDULES


 


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






 




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CREDIT AGREEMENT


 


THIS CREDIT AGREEMENT,
is entered into as of March 2, 2022 by and among the lenders identified on the signature pages hereof (each of such lenders, together
with its successors and permitted assigns, is referred to hereinafter as a "Lender", as that term is hereinafter further
defined), TCW ASSET MANAGEMENT COMPANY LLC, as administrative agent for each member of the Lender Group (in such capacity, together
with its successors and assigns in such capacity, "Agent"), HUDSON TECHNOLOGIES, INC., a New York corporation
("Parent"), HUDSON HOLDINGS, INC., a Nevada corporation ("Hudson Holdings"), HUDSON TECHNOLOGIES
COMPANY, a Delaware corporation ("HTC" or "Aspen"; and together with Hudson Holdings and those additional
entities that hereafter become parties hereto as Borrowers in accordance with the terms hereof by executing the form of Joinder attached
hereto as Exhibit J-1, each, a "Borrower" and individually and collectively, jointly and severally, the "Borrowers").


 


The parties agree as follows:


 


	1.	DEFINITIONS AND CONSTRUCTION.



 


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


 


"ABL Priority Collateral"
has the meaning assigned to such term in the Intercreditor Agreement.


 


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


 


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


 


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


 


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


 


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


 









    


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


"Agent Assignee"
has the meaning specified therefor in Section 17.17(d) of this Agreement.


 


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


 


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


 


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


 


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


 


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


 






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


 


"Applicable Margin"
means, as of any date of determination and with respect to Base Rate Loans or SOFR Loans, as applicable, the applicable margin set forth
in the following table that corresponds, during the applicable period set forth below, to the most recent Leverage Ratio calculation delivered
to Agent pursuant to Section 5.1 of the Agreement (the "Leverage Ratio Calculation"); provided, that for
the period from the Closing Date through the date Agent receives the Leverage Ratio Calculation in respect of the testing period ending
March 31, 2022, the Applicable Margin shall be set at the margin in the row styled "Level II"; provided further, that
any time an Event of Default has occurred and is continuing, the Applicable Margin shall be set at the margin in the row styled "Level
III":


 


	Level	
    During the period commencing on the Closing Date
    and ending immediately prior to the first day of the month following the date of delivery to Agent of the certified calculation of the
    Leverage Ratio pursuant to Section 5.1 of the Agreement in respect of the testing period ending March 31, 2023:

     

    Leverage

    Ratio Calculation

     
	
    During the period commencing on the first day of
    the month following the date of delivery to Agent of the certified calculation of the Leverage Ratio pursuant to Section 5.1 of
    the Agreement in respect of the testing period ending March 31, 2023 and at all times thereafter:

     

    Leverage

    Ratio Calculation

     
	Applicable Margin Relative to Base

Rate Loans

(the "Base Rate Margin")	Applicable Margin

Relative to SOFR Loans (the "SOFR Margin")
	I	N/A	If the Leverage Ratio is less than 3.00:1.0	6.00 percentage points	7.00 percentage points
	II	If the Leverage Ratio is less than or equal to 4.00:1.0	If the Leverage Ratio is greater than or equal to 3.00:1.0 and less than or equal to 4.00:1.0	6.50 percentage points	7.50 percentage points
	III	If the Leverage Ratio is greater than 4.00:1.0	If the Leverage Ratio is greater than 4.00:1.0	7.00 percentage points	8.00 percentage points


 


Except as set forth in the
foregoing proviso, the Applicable Margin shall be based upon the most recent Leverage Ratio Calculation, which will be calculated as
of the end of each fiscal quarter. Except as set forth in the foregoing proviso, the Applicable Margin shall be re-determined
quarterly on the first Business Day of the month following the date of delivery to Agent of the certified calculation of the
Leverage Ratio pursuant to Section 5.1 of the Agreement; provided, that if Borrowers fail to provide such
certification within two (2) Business Days of when such certification is due, the Applicable Margin shall be set at the margin in
the row styled "Level III" as of the first day of the month following the date on which the certification was required to
be delivered until the date on which such certification is delivered (on which date (but not retroactively), without constituting a
waiver of any Default or Event of Default occasioned by the failure to timely deliver such certification, the Applicable Margin
shall be set at the margin based upon the calculations disclosed by such certification. In the event that the information regarding
the Leverage Ratio contained in any certificate delivered pursuant to Section 5.1 of the Agreement is shown to be inaccurate,
and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an
 "Applicable Period") than the Applicable Margin actually applied for such Applicable Period, then
(i) Borrowers shall immediately deliver to Agent a correct certificate for such Applicable Period, (ii) the Applicable
Margin shall be determined as if the correct Applicable Margin (as set forth in the table above) were applicable for such Applicable
Period, and (iii) Borrowers shall immediately deliver to Agent full payment in respect of the accrued additional interest as a
result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by Agent to the
affected Obligations.


 






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"Applicable Period"
has the meaning set forth in the definition of Applicable Margin.


 


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


 


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


 


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


 


"Assignment and Acceptance"
means an Assignment and Acceptance Agreement substantially in the form of Exhibit A-1 to this Agreement, or such other form acceptable
to Agent.


 


"Authorized Person"
means any one of the individuals identified as an officer of a Borrower on Schedule A-2 to this Agreement, as such Schedule is
updated from time to time by written notice from Administrative Borrower to Agent.


 


"Availability"
shall have the meaning provided for in the Revolving Loan Agreement.


 


"Available Tenor"
means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (a ) if such Benchmark is a term
rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant
to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof)
that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant
to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed
from the definition of "Interest Period" pursuant to Section 2.12(d)(iii)(D).


 






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


 


"Bail-In Legislation"
means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the
Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which
is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act
2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution
of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration
or other insolvency proceedings).


 


"Bank Product Agreements"
shall have the meaning provided for in the Revolving Loan Agreement.


 


"Bank Product Obligations"
shall have the meaning provided for in the Revolving Loan Agreement.


 


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


 


"Base Rate"
means, for any day, the greatest of (a) 2.0 percent per annum, (b) the Federal Funds Rate in effect on such day plus 1⁄2%, (c) Term
SOFR for a one month tenor in effect on such day, plus 1%, provided that this clause (c) shall not be applicable during any period in
which Term SOFR is unavailable or unascertainable, and (d) the rate last quoted by The Wall Street Journal as the "Prime Rate"
in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal
Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the "bank prime loan" rate or,
if such rate is no longer quoted therein, any similar rate quoted therein (as determined by Agent) or any similar release by the Federal
Reserve Board (as determined by Agent).


 


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


 


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


 


"Benchmark"
means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the
Term SOFR Reference Rate or the then-current Benchmark, then "Benchmark" means the applicable Benchmark Replacement to the extent
that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.12(d)(iii)(A).


 


"Benchmark
Replacement" means, with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has
been selected by Agent and Administrative Borrower giving due consideration to (i) any selection or recommendation of a replacement
benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or
then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for
Dollar-denominated syndicated credit facilities and (b) the related Benchmark Replacement Adjustment; provided that if such
Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement shall be deemed to be the Floor for
the purposes of this Agreement and the other Loan Documents.


 






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"Benchmark Replacement
Adjustment" means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for
any applicable Available Tenor, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be
a positive or negative value or zero) that has been selected by Agent and Administrative Borrower giving due consideration to (a) any
selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing
market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.


 


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


 


(a)              
in the case of clause (a) or (b) of the definition of "Benchmark Transition Event," the later of (i) the date of the
public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the
published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark
(or such component thereof); or


 


(b)            
in the case of clause (c) of the definition of "Benchmark Transition Event," the first date on which such Benchmark (or
the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator
of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined
by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark
(or such component thereof) continues to be provided on such date.


 


For the avoidance of doubt,
the "Benchmark Replacement Date" will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark
upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark
(or the published component used in the calculation thereof.


 


"Benchmark Transition
Event" means the occurrence of one or more of the following events with respect to the then-current Benchmark:


 


(a)               a
public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component
used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such
Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication,
there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component
thereof);


 






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(b)              
a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the Board of Governors, the Federal Reserve Bank of New York, an insolvency official with
jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator
for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator
for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease
to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time
of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark
(or such component thereof); or


 


(c)              
a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not,
or as of a specified future date will not be, representative.


 


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


 


"Benchmark Transition
Start Date" means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date
and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior
to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective
event is fewer than 90 days after such statement or publication, the date of such statement or publication).


 


"Benchmark Unavailability
Period" means the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred if, at such time,
no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance
with Section 2.12(d)(iii) and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all
purposes hereunder and under any Loan Document in accordance with Section 2.12(d)(iii).


 


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


 


"Beneficial Ownership
Regulation" means 31 C.F.R. § 1010.230.


 









    -7-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


"Borrowing"
means a borrowing consisting of Term Loans made on the same day by the Lenders (or Agent on behalf thereof), or by Agent in the case of
a Protective Advance.


 


"Borrowing Base"
shall have the meaning provided for in the Revolving Loan Agreement.


 


"Borrowing Base Certificate"
shall have the meaning provided for in the Revolving Loan Agreement.


 


"Business Day"
means any day that is not a Saturday, Sunday or other day on which the Federal Reserve Bank of New York is closed, and, as it relates
to any SOFR Loans, a U.S. Government Securities Business Day.


 


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


 


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


 


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


 






    -8-


     


    

 


"CARES Act"
means (i) the Coronavirus Aid, Relief, and Economic Security Act, as in effect from time to time or (ii) any laws, orders, rulings, regulations
or guidelines issued or enacted by a Governmental Authority in order to provide assistance due to COVID-19.


 


"CARES Forgiveness Date"
means five (5) Business Days after the date that the applicable Borrowers obtain a final determination by the lender of the COVID-19 Assistance
Indebtedness (and, to the extent required, the Small Business Administration) (or such longer period as may be approved in writing by
Agent) regarding the amount of COVID-19 Assistance Indebtedness, if any, that will be forgiven pursuant to the provisions of the CARES
Act and the SBA.


 


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


 


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


 


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


 









    -9-


     


    

 


"Change in Law"
means the occurrence after the date of this Agreement of: (a) the adoption or effectiveness of any law, rule, regulation, judicial ruling,
judgment or treaty, (b) any change in any law, rule, regulation, judicial ruling, judgment or treaty or in the administration, interpretation,
implementation or application by any Governmental Authority of any law, rule, regulation, guideline or treaty, (c) any new, or adjustment
to, requirements prescribed by the Board of Governors for "Eurocurrency Liabilities" (as defined in Regulation D of the Board
of Governors), requirements imposed by the Federal Deposit Insurance Corporation, or similar requirements imposed by any domestic or foreign
governmental authority or resulting from compliance by Agent or any Lender with any request or directive (whether or not having the force
of law) from any central bank or other Governmental Authority and related in any manner to SOFR, the Term SOFR Reference Rate or Term
SOFR, or (d) the making or issuance by any Governmental Authority of any request, rule, guideline or directive, whether or not having
the force of law; provided, that notwithstanding anything in this Agreement to the contrary, (i) the Dodd-Frank Wall Street Reform
and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, and (ii) all
requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel
Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall,
in each case, be deemed to be a "Change in Law," regardless of the date enacted, adopted or issued.


 


"Change of Control"
means that:


 


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


 


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


 


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


 


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


 


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


 









    -10-


     


    

 


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


 


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


 


"Closing Date"
means March 2, 2022.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 









    -11-


     


    

 


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


 


"Conforming Changes"
means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark
Replacement, any technical, administrative or operational changes (including changes to the definition of "Base Rate," the definition
of "Business Day," the definition of "U.S. Government Securities Business Day," the definition of "Interest Period"
or any similar or analogous definition (or the addition of a concept of "interest period"), timing and frequency of determining
rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability
and length of lookback periods, the applicability of Section 2.12(b)(ii) and other technical, administrative or operational matters)
that Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration
thereof by Agent in a manner substantially consistent with market practice (or, if Agent decides that adoption of any portion of such
market practice is not administratively feasible or if Agent determines that no market practice for the administration of any such rate
exists, in such other manner of administration as Agent decides is reasonably necessary in connection with the administration of this
Agreement and the other Loan Documents).


 


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


 


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


 


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


 


"Covered Entity"
means any of the following:


 


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


 


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


 


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


 


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


 









    -12-


     


    

 


"COVID-19 Assistance"
means any (i) loan, advance, guarantee, or other extension of credit, credit enhancement or credit support, or equity purchase or capital
contribution, waiver or forgiveness of any obligation, or any other kind of financial assistance, provided by, or on behalf of, a Governmental
Authority pursuant to the CARES Act and/or the SBA, as applicable, or (ii) indebtedness, reimbursement obligation or other liability of
any nature owed to, or on account of, or for the benefit of, a Governmental Authority, in each case, in connection with COVID-19 and pursuant
to the CARES Act and/or the SBA, as applicable.


 


"COVID-19 Assistance
Indebtedness" means unsecured Indebtedness incurred by Parent or any of its Subsidiaries pursuant to paragraph 36 of Section
7(a) of the SBA that is not senior in payment priority to any of the Obligations; provided, that (1) the proceeds are applied in
accordance with paragraph (36)(F) of the SBA or in accordance the CARES Act, (2) the aggregate outstanding principal amount may not exceed
$2,500,000, (3) the Administrative Borrower has provided Agent (x) with written notice of the proposed Indebtedness to be incurred at
least three (3) Business Days (or such shorter period of time as the Required Lenders may reasonably agree) prior to the anticipated closing
date for the incurrence of the proposed Indebtedness and (y) copies of the material documents relative to the proposed Indebtedness for
review (but not approval) before their execution and delivery and (4) no Indebtedness basket (other than clause (t) of the definition
of "Permitted Indebtedness") may be used to incur COVID-19 Assistance.


 


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


 


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


 


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


 






    -13-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -14-


     


    

 


"Dollars" or
 "$" means United States dollars.


 


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


 


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


 


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


 


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


 


minus


 


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


 


(i)                
unusual or non-recurring gains, and


 


(ii)              
interest income,


 


plus


 


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


 


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


 


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


 


(iii)            
costs related to implementation of a new ERP system not to exceed $1,000,000 in the aggregate;


 


(iv)            
non-cash charges (including, without limitation, for the avoidance of doubt, non-cash stock compensation, expense and non-cash
purchase accounting adjustments, but excluding write-downs of inventory or receivables);


 


(v)               cost-savings,
synergies, operating expense reductions, restructuring charges and expenses (collectively, "Cost Savings")
projected by Borrowers in good faith to be realized as a result of any merger, amalgamation, acquisition, corporate initiative,
joint venture or material disposition that have been taken by the Borrowers or any of their Subsidiaries and permitted hereunder
during such period (calculated on a pro forma basis as though such Cost-Savings had been realized on the first day of such period),
net of the amount of actual benefits realized during such period from such actions; provided, that (1) such Cost-Savings are
reasonably identifiable, reasonably attributable to the actions specified and reasonably anticipated to result from such actions,
(2) such Cost-Savings are commenced within 12 months of such actions and the benefits resulting from such actions are reasonably
anticipated by the Borrowers to be realized within 12 months of the date of consummation of such merger, amalgamation, acquisition,
joint venture, material disposition, cost savings initiatives, operating expense reductions, operational improvements or synergies,
(3) no Cost-Savings may be added pursuant to this clause (v) to the extent duplicative of any expenses or charges relating thereto
that are either excluded in computing consolidated net income (or loss) or included (i.e., added back) in computing EBITDA for such
period, and (4) the aggregate amount of Cost-Savings added pursuant to this clause (v) shall not exceed 10% of EBITDA for such
period (calculated prior to giving effect to this clause (v));


 






    -15-


     


    

 


(vi)            
reasonable and documented costs, fees to Persons (other than any Loan Party or its Affiliates), charges or expenses directly incurred
on or prior to the Closing Date in connection with the transactions consummated on the Closing Date and (1) actually paid on or prior
to the Closing Date in an aggregate amount not to exceed $7,500,000, and (2) actually paid after the Closing Date in an aggregate amount
not to exceed such amount as approved by Agent in its sole discretion;


 


(vii)              
Interest Expense,


 


(viii)             
income taxes, and


 


(ix)                
depreciation and amortization.


 


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


 


Notwithstanding anything to
the contrary contained herein, EBITDA shall exclude any cancellation of Indebtedness income arising as a result of any forgiveness of
any COVID-19 Assistance.


 


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


 






    -16-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 






    -17-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


"Erroneous Payment"
has the meaning specified therefor in Section 17.17 of this Agreement.


 


"Erroneous Payment Deficiency
Assignment" has the meaning specified therefor in Section 17.17 of this Agreement.


 


"Erroneous Payment Impacted
Loans" has the meaning specified therefor in Section 17.17 of this Agreement.


 


"Erroneous Payment Return
Deficiency" has the meaning specified therefor in Section 17.17 of this Agreement.


 






    -18-


     


    

 


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


 


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


 


"Excess Availability"
shall have the meaning provided for in the Revolving Loan Agreement.


 


"Excess Cash Flow"
means, with respect to any fiscal year and with respect to Parent, determined on a consolidated basis in accordance with GAAP the result
of:


 


(a)              
TTM EBITDA, minus


 


(b)              
the sum of:


 


(i)                
the cash portion of Interest Expense paid during such fiscal period;


 


(ii)             
the cash portion of income taxes paid during such period;


 


(iii)           
all scheduled principal payment made in respect of Permitted Indebtedness during such period,


 


(iv)            
the cash portion of Unfinanced Capital Expenditures made during such period,


 


(v)             
to the extent not included in the determination of consolidated net income, all cash payments in respect of Earn-outs in connection
with Permitted Acquisitions or other permitted existing Earn-outs, in each case, required to be paid (and so paid) during such period
and to the extent permitted to be paid pursuant to this Agreement,


 


(vi)            
to the extent not included in the determination of consolidated net income, all cash purchase price payments in respect of Permitted
Acquisitions to the extent not financed with proceeds of Indebtedness or an issuance of Equity Interests, and


 


(vii)         
to the extent included in the determination of EBITDA during such period pursuant to the definition thereof, and without duplication
of any other deduction from Excess Cash Flow set forth in this definition, all items added back in determining EBITDA pursuant to the
definition thereof for such period to the extent paid in cash.


 


"Excess Cash Flow Due
Date" has the meaning specified therefor in Section 2.4(e)(iv).


 


"Excess Cash Flow Sweep
Percentage" has the meaning specified therefor in Section 2.4(e)(iv).


 









    -19-


     


    

 


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


 


"Excluded Swap Obligation"
means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the guaranty of such Loan Party
of (including by virtue of the joint and several liability provisions of Section 2.15), or the grant by such Loan Party of a security
interest to secure, such Swap Obligation (or any guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule,
regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue
of such Loan Party's failure for any reason to constitute an "eligible contract participant" as defined in the Commodity Exchange
Act and the regulations thereunder at the time the guaranty of such Loan Party or the grant of such security interest becomes effective
with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion
shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guaranty or security interest is
or becomes illegal.


 


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


 


"Existing Agent"
means U.S. Bank National Association, as collateral agent and administrative agent under the Existing Credit Facility.


 


"Existing Credit Facility"
means that certain Term Loan Credit and Security Agreement, dated October 17, 2017, as heretofore amended, by and among the Loan Parties,
the lenders therein and the Existing Agent.


 









    -20-


     


    

 


"Extraordinary Receipts"
means, if an Event of Default has occurred and is continuing, any payments received by any Loan Party or any of its Subsidiaries not in
the ordinary course of business (and not consisting of proceeds described in Section 2.4(e)(i) of this Agreement) consisting
of (i) proceeds of judgments, proceeds of settlements, or other consideration of any kind received in connection with any cause of action
or claim (and not consisting of proceeds described in Section 2.4(e)(i) of this Agreement, but including proceeds of business
interruption insurance), (ii) indemnity payments (other than to the extent such indemnity payments are immediately payable to a Person
that is not an Affiliate of any Loan Party or any of its Subsidiaries, and (iii) any purchase price adjustment received in connection
with any purchase agreement.


 


"FATCA" means
Sections 1471 through 1474 of the IRC, as of the date of this Agreement (or any amended or successor version that is substantively comparable
and not materially more onerous to comply with), and (a) any current or future regulations or official interpretations thereof, (b) any
agreements entered into pursuant to Section 1471(b)(1) of the IRC, and (c) any intergovernmental agreement entered into by the United
States (or any fiscal or regulatory legislation, rules, or practices adopted pursuant to any such intergovernmental agreement entered
into in connection therewith).


 


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


 


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


 


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


 


"FILO Term Loan"
shall have the meaning provided for in the Revolving Loan Agreement.


 


"FILO Termination Date"
means the date that all amounts owing on account of the FILO Term Loan, including principal, interest, fees, expense reimbursements and
indemnification, has been paid in full in accordance with, and pursuant to, Section 2.4(d)(ii) of the Revolving Loan Agreement.


 


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


 


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


 






    -21-


     


    

 



 


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


 


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


 


"Floor" means
a rate of interest equal to 1.00%.


 


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


 


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


 


"Funded Indebtedness"
means, as of any date of determination, with respect to Parent, determined on a consolidated basis in accordance with GAAP, all Indebtedness
for borrowed money or letters of credit, Indebtedness consisting of obligations to pay the deferred purchase price of assets and any earn-out
or similar obligations, and Indebtedness consisting of contingent obligations classified as Indebtedness on a balance sheet prepared in
accordance with GAAP, including, in any event, but without duplication, with respect to the Loan Parties and their Subsidiaries, the Loans,
the Revolver Usage, the FILO Term Loan and the amount of their Capitalized Lease Obligations.


 


"Funding Date"
means the date on which a Borrowing occurs.


 


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


 


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


 






    -22-


     


    

 





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


 


"Governmental Authority"
means the government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, county,
municipal or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government (including
any supra-national bodies such as the European Union or the European Central Bank).


 


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


 


"Guaranty and Security
Agreement" means a guaranty and security agreement, dated as of even date with this Agreement, in form and substance reasonably
satisfactory to Agent, executed and delivered by each of the Loan Parties to Agent, as amended, amended and restated, restated, supplemented,
modified or otherwise in effect from time to time.


 


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


 


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


 


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


 


"HTC" has the
meaning specified therefor in the preamble to this Agreement.


 


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


 


"Immaterial Subsidiaries"
means Safety Hi-Tech USA, LLC, a Delaware limited liability company.


 


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


 






    -23-


     


    

 


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


 


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


 


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


 


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


 


"Intercompany Subordination
Agreement" means an intercompany subordination agreement, dated as of even date with this Agreement, executed and delivered by
each Loan Party and each of its Subsidiaries, and Agent, the form and substance of which is reasonably satisfactory to Agent.


 


"Intercreditor Agreement"
means that certain Intercreditor Agreement, dated as of even date with this Agreement, between Agent and Revolving Loan Agent, and acknowledged
by the Loan Parties, as the same may be amended, amended and restated, and/or modified from time to time in accordance with the terms
thereof and hereof.


 






    -24-


     


    

 





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


 


"Interest Period"
means, with respect to each SOFR Loan, a period commencing on the date of the making of such SOFR Loan (or the continuation of a SOFR
Loan or the conversion of a Base Rate Loan to a SOFR Loan) and ending 1, 3, or 6 months thereafter; provided, that (a) interest
shall accrue at the applicable rate based upon Term SOFR from and including the first day of each Interest Period to, but excluding, the
day on which any Interest Period expires, (b) any Interest Period that would end on a day that is not a Business Day shall be extended
to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall
end on the next preceding Business Day, (c) with respect to an Interest Period that begins on the last Business Day of a calendar month
(or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period), the Interest
Period shall end on the last Business Day of the calendar month that is 1, 3, or 6 months after the date on which the Interest Period
began, as applicable, (d) Borrowers may not elect an Interest Period which will end after the Maturity Date and (e) no tenor that has
been removed from this definition pursuant to Section 2.12(d)(iii)(D) shall be available for specification in any SOFR Notice or
conversion or continuation notice.


 


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


 


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


 


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


 


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


 


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


 


"Lender Group"
means each of the Lenders and Agent, or any one or more of them.


 






    -25-


     


    

 


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


 


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


 


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


 


"Leverage Ratio Calculation"
has the meaning set forth in the definition of Applicable Margin.


 


"Leverage
Ratio" means, as of any date of determination, the result of (a) an amount equal to (i) the amount of Parent's Funded
Indebtedness as of such date, minus (ii) the lesser of (x) $15,000,000 and (y) the amount of Qualified Cash as of such
date, to (b) TTM EBITDA; provided that, for purposes of determining Funded Indebtedness, as of any date of determination,
Indebtedness under the Revolving Loan Agreement shall be deemed to be the average daily amount of such Indebtedness for the 30-day
period immediately preceding such date.


 






    -26-


     


    

 


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


 


"Loan Documents"
means this Agreement, the Control Agreements, the Copyright Security Agreement, the Fee Letter, the Guaranty and Security Agreement, the
Intercompany Subordination Agreement, the Intercreditor Agreement, any Mortgages, the Patent Security Agreement, the Subordination Agreement,
the Trademark Security Agreement, the Perfection Certificate, any Compliance Certificate, any note or notes executed by Borrowers in connection
with this Agreement and payable to any member of the Lender Group, and any other instrument or agreement entered into, now or in the future,
by any Loan Party or any of its Subsidiaries and any member of the Lender Group in connection with this Agreement.


 


"Loan Party"
means any Borrower or any Guarantor.


 


"Loans" means,
collectively, the Term Loan and any Protective Advances.


 


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


 


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


 


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


 


"Material Indebtedness"
means any Indebtedness in an aggregate amount greater than $15,000,000.


 






    -27-


     


    

 





"Maturity Date"
means the earliest of (a) March 2, 2027 (provided that, if such day is not a Business Day, then on the immediately preceding Business
Day), (b) the earlier of (i) the Revolving Loan Maturity Date or (ii) the date that the Revolving Loan Obligations shall (or may)
otherwise become due and payable, or (c) the date that is ninety (90) days prior to the earliest date that any Material Indebtedness (other
than the Revolving Loan Obligations) shall (or may) otherwise become due and payable.


 


"Maximum Revolver Amount"
shall have the meaning provided for in the Revolving Loan Agreement.


 


"Moody's" has
the meaning specified therefor in the definition of Cash Equivalents.


 


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


 


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


 


"Net Cash Proceeds"
means:


 


(a)              
with respect to any sale or disposition by any Loan Party or any of its Subsidiaries of assets, the amount of cash proceeds received
(directly or indirectly) from time to time (whether as initial consideration or through the payment of deferred consideration) by or on
behalf of such Loan Party or such Subsidiary, in connection therewith after deducting therefrom only (i) the amount of any Indebtedness
secured by any Permitted Lien on any asset (other than (A) Indebtedness owing to Agent or any Lender under this Agreement or the other
Loan Documents and (B) Indebtedness assumed by the purchaser of such asset) which is required to be, and is, repaid in connection with
such sale or disposition, (ii) reasonable fees, commissions, and expenses related thereto and required to be paid by such Loan Party or
such Subsidiary in connection with such sale or disposition, (iii) taxes paid or payable to any taxing authorities by such Loan Party
or such Subsidiary in connection with such sale or disposition, in each case to the extent, but only to the extent, that the amounts so
deducted are, at the time of receipt of such cash, actually paid or payable to a Person that is not an Affiliate of any Loan Party or
any of its Subsidiaries, and are properly attributable to such transaction, and (iv) all amounts that are set aside as a reserve (A) for
adjustments in respect of the purchase price of such assets, (B) for any liabilities associated with such sale or casualty, to the extent
such reserve is required by GAAP, and (C) for the payment of unassumed liabilities relating to the assets sold or otherwise disposed of
at the time of, or within 30 days after, the date of such sale or other disposition, to the extent that in each case the funds described
above in this clause (iv) are (x) deposited into escrow with a third party escrow agent or set aside in a separate Deposit Account that
is subject to a Control Agreement in favor of Agent, and (y) paid to Agent as a prepayment of the applicable Obligations in accordance
with Section 2.4(e) of this Agreement at such time when such amounts are no longer required to be set aside as such a reserve;
and


 






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


 


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


 


"Non-Defaulting Lender"
means each Lender other than a Defaulting Lender.


 


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


 






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


 


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


 


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


 


"Other Taxes"
means all present or future stamp, court, excise, value added, or documentary, intangible, recording, filing or similar Taxes that arise
from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection
of a security interest under, or otherwise with respect to, any Loan Document.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


(b)              
either


 


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


 


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


 


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


 


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


 


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


 






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"Payment Recipient"
has the meaning specified therefor in Section 17.17 of this Agreement.


 


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


 


"Permitted Acquisition"
means any Acquisition so long as:


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


(k)              
the Payment Conditions are satisfied, and


 


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


 


"Permitted Discretion"
means a determination made in the exercise of reasonable (from the perspective of a secured term loan lender) business judgment.


 


"Permitted Dispositions"
means:


 


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


 


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


 






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


 


(d)              
the licensing, on a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights in the ordinary
course of business,


 


(e)              
the granting of Permitted Liens,


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(m)            
the making of Permitted Investments,


 


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


 


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


 






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


 


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


 


"Permitted Indebtedness"
means:


 


(a)              
Indebtedness in respect of the Obligations,


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


(k)              
to the extent not constituting Revolving Loan Obligations, Indebtedness incurred in the ordinary course of business in respect
of credit cards, credit card processing services, debit cards, stored value cards, commercial cards (including so-called "purchase
cards", "procurement cards" or "p-cards"), or Cash Management Services,


 


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


 


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


 


(n)              
Indebtedness comprising Permitted Investments,


 


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


 


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


 


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


 






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(r)               
 so long as subject to the Intercreditor Agreement, Revolving Loan Obligations (including Bank Product Obligations) so long as
such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement),


 


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


 


(t)                
COVID-19 Assistance Indebtedness.


 


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


 


"Permitted Investments"
means:


 


(a)              
Investments in cash and Cash Equivalents,


 


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


 


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


 


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


 


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


 


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


 


(g)              
Permitted Intercompany Advances,


 


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


 


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


 


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


 






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(k)              
Permitted Acquisitions,


 


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


 


(m)            
Investments resulting from entering into (i) so long as the Revolving Loan Obligations (inclusive of the Bank Product Obligations)
do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement), Bank Product Agreements, or (ii) agreements
relative to obligations permitted under clause (j) of the definition of Permitted Indebtedness,


 


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


 


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


 


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


 


"Permitted Liens"
means:


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


"Pro Rata Share"
means, as of any date of determination:


 


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


 


(b)              
with respect to all other matters and for all other matters as to a particular Lender (including the indemnification obligations
arising under Section 15.7 of this Agreement), the percentage obtained by dividing (i) the Term Loan Exposure of such Lender, by
(ii) the aggregate Term Loan Exposure of all Lenders, in any such case as the applicable percentage may be adjusted by assignments permitted
pursuant to Section 13.1.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


"Required Lenders"
means, at any time, Lenders having or holding more than 50% of the aggregate Term Loan Exposure of all Lenders; provided, that
the Term Loan Exposure of any Defaulting Lender shall be disregarded in the determination of the Required Lenders.


 


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


 






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


 


"Revolver Usage"
shall have the meaning provided for in the Revolving Loan Agreement.


 


"Revolving Loan Agent"
means (a) Wells Fargo Bank, National Association, in its capacity as administrative agent and collateral agent for the Revolving Loan
Lenders under the Revolving Loan Agreement, (b) any successor to Wells Fargo Bank, National Association, in such capacity, by assignment
or otherwise, and (c) any other party, in such capacity, that may become agent under the Revolving Loan Agreement in connection with a
refinancing, renewal or replacement thereof.


 


"Revolving Loan Agreement"
means that certain Amended and Restated Credit Agreement, dated as of the Closing Date, by and among Parent, the Borrowers party thereto,
the Revolving Loan Agent, the Revolving Loan Lenders, and the other parties from time to time party thereto, as the same may be further
amended, amended and restated, restated, supplemented, modified or otherwise in effect from time to time in accordance with terms of the
Intercreditor Agreement.


 


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


 


"Revolving Loan Lenders"
means the lenders from time to time party to the Revolving Loan Agreement.


 


"Revolving Loan Maturity
Date" means "Maturity Date" as defined in the Revolving Loan Agreement.


 


"Revolving Loan Obligations"
means the "Obligations" as such term is defined in the Revolving Loan Agreement.


 


"Revolving Loans"
shall have the meaning provided for in the Revolving Loan Agreement.


 


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


 


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


 






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


 


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


 


"SBA" means
the Small Business Act of 1953, as in effect from time to time.


 


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


 


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


 


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


 


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


 


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


 


"SOFR" means
a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.


 


"SOFR Administrator"
means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).


 


"SOFR Deadline"
has the meaning specified therefor in Section 2.12(b)(i) of this Agreement.


 


"SOFR Loan"
means each portion of a Loan that bears interest at a rate determined by reference to Term SOFR (other than pursuant to clause (c) of
the definition of "Base Rate").


 


"SOFR Margin"
has the meaning set forth in the definition of Applicable Margin.


 


"SOFR Notice"
means a written notice in the form of Exhibit L-1 to this Agreement.


 


"SOFR Option"
has the meaning specified therefor in Section 2.12(a) of this Agreement.


 


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


 






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


 


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


 


"Swap Obligation"
means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes
a "swap" within the meaning of section 1a(47) of the Commodity Exchange Act.


 


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


 


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


 


"TCW" means
TCW Asset Management Company LLC.


 


"Term Loan"
has the meaning specified therefor in Section 2.2 of this Agreement.


 


"Term Loan Amount"
means $85,000,000.


 


"Term Loan Exposure"
means, with respect to any Lender, as of any date of determination (a) prior to the funding of the Term Loan, the amount of such Lender's
Commitment, and (b) after the funding of the Term Loan, the outstanding principal amount of the Term Loan held by such Lender.


 


"Term Loan Priority
Collateral" means the "Term Loan Priority Collateral" as defined in the Intercreditor Agreement (it being understood
and agreed that any time the Revolving Loan Agreement is not in effect, the term "Term Loan Priority Collateral" shall mean
all Collateral).


 


"Term SOFR"
means,


 


(a)               for
any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period
on the day (such day, the "Periodic Term SOFR Determination Day") that is two (2) U.S. Government Securities
Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however,
that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the
applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term
SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term
SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such
tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not
more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and


 






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(b)              
for any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day
(such day, the "Base Rate Term SOFR Determination Day") that is two (2) U.S. Government Securities Business Days prior
to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York
City time) on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by
the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term
SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government
Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as
such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior
to such Base Rate Term SOFR Determination Day;


 


provided, further, that if Term
SOFR determined as provided above (including pursuant to the proviso under clause (a) or clause (b) above) shall ever be less than an
amount equal to the sum of (x) the Floor and (y) the Term SOFR Adjustment, then Term SOFR shall be deemed to be the Floor.


 


"Term SOFR Adjustment"
means a percentage equal to 0.11448% per annum.


 


"Term SOFR Reference
Rate" means the forward-looking term rate based on SOFR.


 


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


 


"TTM EBITDA"
means, as of any date of determination, EBITDA of Parent, determined on a consolidated basis, for the 12 month period most recently ended.


 


"UK Financial Institution"
means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom
Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated
by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates
of such credit institutions or investment firms.


 


"UK Resolution Authority"
means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.


 


"Unadjusted Benchmark
Replacement" means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


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


 


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


 


"U.S. Government Securities
Business Day" means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial
Markets Association, or any successor thereto, recommends that the fixed income departments of its members be closed for the entire day
for purposes of trading in United States government securities; provided, that for purposes of notice requirements in Sections
2.3(a), 2.3(c) and 2.12(b), in each case, such day is also a Business Day.


 






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


 


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


 


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


 


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


 


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


 


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


 






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1.4.            Construction.
Unless the context of this Agreement or any other Loan Document clearly requires otherwise, references to the plural include the
singular, references to the singular include the plural, the terms "includes" and "including" are not limiting,
and the term "or" has, except where otherwise indicated, the inclusive meaning represented by the phrase
 "and/or." The words "hereof," "herein," "hereby," "hereunder," and similar terms
in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be, as a whole and
not to any particular provision of this Agreement or such other Loan Document, as the case may be. Section, subsection, clause,
schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Agreement or in any
other Loan Document to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions,
modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any
restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders,
and supplements set forth herein). The words "asset" and "property" shall be construed to have the same meaning
and effect and to refer to any and all tangible and intangible assets and properties. Any reference herein or in any other Loan
Document to the satisfaction, repayment, or payment in full of the Obligations shall mean (a) the payment or repayment in full in
immediately available funds of (i) the principal amount of, and interest accrued and unpaid with respect to, all outstanding Loans,
together with the payment of any premium applicable to the repayment of the Loans, (ii) all Lender Group Expenses that have accrued
and are unpaid regardless of whether demand has been made therefor, and (iii) all fees or charges that have accrued hereunder or
under any other Loan Document and are unpaid, (b) the receipt by Agent of cash collateral in order to secure any contingent
Obligations for which a claim or demand for payment has been made on or prior to such time or in respect of matters or circumstances
known to Agent or a Lender at such time that are reasonably expected to result in any loss, cost, damage, or expense (including
attorneys' fees and legal expenses), such cash collateral to be in such amount as Agent reasonably determines is appropriate to
secure such contingent Obligations, (c) the payment or repayment in full in immediately available funds of all other outstanding
Obligations other than unasserted contingent indemnification Obligations, and (d) the termination of all of the Commitments of the
Lenders. Any reference herein to any Person shall be construed to include such Person's successors and assigns. Any requirement of a
writing contained herein or in any other Loan Document shall be satisfied by the transmission of a Record.


 


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


 


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


 


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


 






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1.8.            Rates.
Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of,
administration of, submission of, calculation of or any other matter related to the Term SOFR Reference Rate, Term SOFR or any other
Benchmark, any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative,
successor or replacement rate thereto (including any then-current Benchmark or any Benchmark Replacement), including whether the
composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it
may or may not be adjusted pursuant to Section 2.12(d)(iii), will be similar to, or produce the same value or economic
equivalence of, or have the same volume or liquidity as, the Term SOFR Reference Rate, Term SOFR or any other Benchmark, prior to
its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. Agent and its
affiliates or other related entities may engage in transactions that affect the calculation of the Term SOFR Reference Rate, Term
SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto and
such transactions may be adverse to a Borrower. Agent may select information sources or services in its reasonable discretion to
ascertain the Term SOFR Reference Rate or Term SOFR, or any other Benchmark, any component definition thereof or rates referred to
in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to any Borrower, any
Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or
consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any
error or calculation of any such rate (or component thereof) provided by any such information source or service.


 


		2.	LOANS AND TERMS OF PAYMENT.



 


2.1.           
[Reserved].


 


2.2.           
Term Loan. Subject to the terms and conditions of this Agreement, on the Closing Date each Lender with a Commitment
agrees (severally, not jointly or jointly and severally) to make term loans (collectively, the "Term Loan") to Administrative
Borrower in an amount equal to the lesser of (a) such Lender's Commitment, and (b) such Lender's Pro Rata Share of the Term Loan Amount.
Commencing on the last day of the first full fiscal quarter after the Closing Date, the principal of the Term Loan shall be repaid on
the last Business Day of each fiscal quarter in an amount equal to $1,062,500. The outstanding unpaid principal balance and all accrued
and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Maturity Date, and (ii) the date on which
the Term Loan otherwise becomes due and payable pursuant to the terms of this Agreement. Any principal amount of the Term Loan that is
repaid or prepaid may not be reborrowed. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute
Obligations hereunder.


 


2.3.           
Borrowing Procedures and Settlements.


 


(a)              
Procedure for Borrowing. The Borrowing of the Term Loan shall be made by a written request by an Authorized Person delivered
to Agent and received by Agent no later than 2:00 p.m. (i) in the case of a request for a Base Rate Loan, on the Business Day that is
one Business Day prior to the requested Funding Date and (ii) in the case of a request for a SOFR Loan, on the Business Day that is three
Business Days prior to the requested Funding Date, specifying (A) the amount of such Borrowing, and (B) the requested Funding Date (which
shall be a Business Day); provided, that Agent may, in its sole discretion, elect to accept as timely requests that are received
later than 2:00 p.m. on the applicable Business Day.


 


(b)              
[Reserved].


 


(c)              
[Reserved].


 






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(d)              
Protective Advances.


 


(i)                 Any
contrary provision of this Agreement or any other Loan Document notwithstanding, at any time after the occurrence and during the
continuance of a Default or an Event of Default, Agent hereby is authorized by Borrowers and the Lenders, from time to time, in
Agent's sole discretion, to make Loans to, or for the benefit of, Borrowers, on behalf of the Lenders, that Agent, in its Permitted
Discretion, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, or (2) to enhance the
likelihood of repayment of the Obligations (the Loans described in this Section 2.3(d)(i) shall be referred to as
 "Protective Advances") up to an aggregate amount for all such Protective Advances outstanding at any time not to
exceed $13,500,000.


 


(ii)             
[Reserved].


 


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


 


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


 


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


 


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


 






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(iii)           
Between Settlement Dates, Agent, to the extent Protective Advances are outstanding, may pay over to Agent any payments or other
amounts received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Loans, for application
to the Protective Advances. During the period between Settlement Dates, Agent with respect to Protective Advances, and each Lender with
respect to the Loans other than Protective Advances, shall be entitled to interest at the applicable rate or rates payable under this
Agreement on the daily amount of funds employed by Agent, or the Lenders, as applicable.


 


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


 


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


 


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


 






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


 


2.4.           
Payments; Reductions of Commitments; Prepayments.


 


(a)              
Payments by Borrowers.


 


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


 


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


 


(b)              
Apportionment and Application.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


(I)               
ninth, ratably to pay any Obligations owed to Defaulting Lenders; and


 


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


 


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


 


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


 


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


 


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


 


(c)              
Termination of Commitments. The Commitments shall terminate upon the making of the Term Loan.


 


(d)              
 Optional Prepayments. Subject to the Fee Letter, Borrowers may, upon at least ten Business Days prior written notice to
Agent, prepay the principal of the Term Loan, in whole or in part. Each prepayment made pursuant to this Section 2.4(d) shall
be accompanied by the payment of accrued interest to the date of such payment on the amount prepaid. Each such optional prepayment shall
be applied against the remaining installments of principal due on the Term Loan in the direct order of maturity (for the avoidance of
doubt, any amount that is due and payable on the Maturity Date shall constitute an installment).


 






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(e)              
Mandatory Prepayments.


 


(i)                
Dispositions. Subject to the Intercreditor Agreement and the Fee Letter, within one Business Day of the date of receipt
by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition of assets of
any Loan Party or any of its Subsidiaries constituting Term Loan Priority Collateral (including Net Cash Proceeds of insurance (other
than key-man insurance or business interruption insurance) or arising from casualty losses or condemnations and payments in lieu thereof,
but excluding Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e),
(f), to the extent any such Disposition is consistent with past practice (i), (j), (k), (l), (m), (n), or (o) of the definition of Permitted
Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(i)
in an amount equal to 100% of such Net Cash Proceeds received by such Person in connection with such sales or dispositions; provided,
that so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) Borrowers shall
have given Agent prior written notice of Borrowers' intention to apply such monies to the costs of replacement of the properties or assets
that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such
Loan Party or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest,
and (D) such Loan Party or its Subsidiary, as applicable, completes such replacement, purchase, or construction within 180 days after
the initial receipt of such monies, then the Loan Party or such Loan Party's Subsidiary whose assets were the subject of such disposition
shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition
unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made
or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied
in accordance with Section 2.4(f)(i); provided, that no Loan Party nor any of its Subsidiaries shall have the right
to use Net Cash Proceeds of any such voluntary or involuntary sale or disposition of assets (excluding, for purposes of this proviso,
Net Cash Proceeds of insurance or arising from casualty losses) to make such replacements, purchases, or construction in excess of $3,000,000
in any given fiscal year. Nothing contained in this Section 2.4(e)(i) shall permit any Loan Party or any of its Subsidiaries
to sell or otherwise dispose of any assets other than in accordance with Section 6.4.


 


(ii)             
Extraordinary Receipts. Subject to the Intercreditor Agreement and the Fee Letter, within one Business Day of the date of
receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts (other than Extraordinary Receipts constituting ABL
Priority Collateral), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(i)
in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts.


 


(iii)           
 Indebtedness. Subject to the Intercreditor Agreement and the Fee Letter, within one Business Day of the date of incurrence
by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), Borrowers shall prepay the outstanding
principal amount of the Obligations in accordance with Section 2.4(f)(i) in an amount equal to 100% of the Net Cash Proceeds
received by such Person in connection with such incurrence. The provisions of this Section 2.4(e)(iii) shall not be deemed
to be implied consent to any such incurrence otherwise prohibited by the terms of this Agreement.


 


(iv)            
Excess Cash Flow. Subject to the Intercreditor Agreement, commencing with the fiscal year ended December 31, 2022, within
10 days of delivery to Agent of audited annual financial statements pursuant to Section 5.1, or, if such financial statements are
not delivered to Agent on the date such statements are required to be delivered pursuant to Section 5.1, within 10 days after
the date such statements were required to be delivered to Agent pursuant to Section 5.1, (the "Excess Cash Flow Due Date"),
Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(i) in an amount equal
to (1) 50% (the "Excess Cash Flow Sweep Percentage") of the Excess Cash Flow of Parent and its Subsidiaries for
such fiscal year, minus (2) the aggregate amount of all voluntary prepayments in respect of the outstanding principal balance of
the Term Loan made by Borrowers during such fiscal year; provided, that, commencing with the fiscal year ended December 31, 2023,
(A) if such financial statements demonstrate that the Leverage Ratio of Parent and its Subsidiaries as of the end of such fiscal year
was less than or equal to 3.00:1.0 and greater than 2.50:1.0, Borrowers, at their election, may reduce the Excess Cash Flow Sweep Percentage
to as low as 25% and (B) if such financial statements demonstrate that the Leverage Ratio of Parent and its Subsidiaries as of the end
of such fiscal year was less than or equal to 2.50:1.0, Borrowers, at their election, may reduce the Excess Cash Flow Sweep Percentage
to as low as 0%; provided further, that any Excess Cash Flow payment made pursuant to this Section 2.4(e)(iv) shall exclude
the portion of Excess Cash Flow that is attributable to the target of a Permitted Acquisition and that accrued prior to the closing date
of such Permitted Acquisition; provided further, that in the case of the fiscal year ended December 31, 2022, Borrowers shall only
be obligated to prepay the outstanding principal amount of the Obligations in an amount equal to the Excess Cash Flow Sweep Percentage
of the Excess Cash Flow of the Parent and its Subsidiaries for the period commencing with the Closing Date and ending on December 31,
2022; provided further that, in the event Borrowers are unable to make any mandatory prepayment described in this Section 2.4(e)(iv)
on any Excess Cash Flow Due Date due to the failure to satisfy the conditions in Section 6.6(a)(iii)(C) of the Revolving Loan Agreement
(as in effect on the date hereof) on such date, then Borrowers shall not be obligated to make such prepayment until, and shall make such
prepayment on, the first date thereafter on which, before and after giving pro forma effect to such prepayment, the Excess Cash Flow Prepayment
Conditions (as defined in the Revolving Loan Agreement on the date hereof) are satisfied.


 






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(v)               Revolving
Loan Agreement Refinancing. Subject to the Fee Letter, if, at any time prior to the FILO Termination Date, any portion of the
FILO Term Loan is refinanced without the prior written consent of Agent, Borrowers shall prepay the Obligations in full in
accordance with Section 2.4(f)(ii); provided that, for the avoidance of doubt, neither (A) a repayment of the
FILO Term Loan in accordance with Section 2.4(d)(ii) of the Revolving Loan Agreement or (B) a purchase of the FILO Term Loan by the
Revolving Loan Agent or Revolving Loan Lenders pursuant to the terms of Section 6(b) of the Agreement Among Lenders (as defined in
the Revolving Loan Agreement) shall trigger the prepayment obligation in this clause (v).


 


(f)               
Application of Payments.


 


(i)                
Administrative Borrower shall provide not less than one Business Day prior written notice to Agent of any prepayment pursuant to
Section 2.4(e)(i), 2.4(e)(ii), 2.4(e)(iii) or 2.4(e)(iv), and each such prepayment shall (1) so long
as no Application Event shall have occurred and be continuing, be applied to the outstanding principal amount of the Term Loan until paid
in full, and (2) if an Application Event shall have occurred and be continuing, be applied in the manner set forth in Section 2.4(b)(iii).
Each such prepayment of the Term Loan shall be applied against the remaining installments of principal of the Term Loan in the inverse
order of maturity (for the avoidance of doubt, any amount that is due and payable on the Maturity Date shall constitute an installment).


 


(ii)             
Administrative Borrower shall provide not less than one Business Day prior written notice to Agent of any prepayment pursuant to
Section 2.4(e)(v), and any such prepayment shall be applied in the manner set forth in Section 2.4(b)(iii) as if an
Application Event has occurred and is continuing.


 


2.5.           
Promise to Pay; Promissory Notes.


 


(a)              
Borrowers agree to pay the Lender Group Expenses on the earlier of (i) the first day of the month following the date on which the
applicable Lender Group Expenses were first incurred, or (ii) the date on which demand therefor is made by Agent. Borrowers promise to
pay all of the Obligations (including principal, interest, premiums, if any, fees, costs, and expenses (including Lender Group Expenses))
in full on the Maturity Date or, if earlier, on the date on which the Obligations become due and payable pursuant to the terms of this
Agreement. Borrowers agree that their obligations contained in the first sentence of this Section 2.5(a) shall survive payment
or satisfaction in full of all other Obligations.


 


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


 


2.6.           
Interest Rates; Rates, Payments, and Calculations.


 


(a)              
Interest Rates. Except as provided in Section 2.6(c) and Section 2.12(d), all Obligations shall bear interest
as follows:


 


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


 


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


 


(b)              
[Reserved].


 


(c)              
Default Rate. (i) Automatically upon the occurrence and during the continuation of an Event of Default under Section
8.4 or 8.5 and (ii) upon the occurrence and during the continuation of any other Event of Default (other than an Event of Default
under Section 8.4 or 8.5), at the direction of Agent or the Required Lenders, and upon written notice by Agent to Borrowers
of such direction (provided, that such notice shall not be required for any Event of Default under Section 8.1), all Loans and
all Obligations shall bear interest at a per annum rate equal to two percentage points above the per annum rate otherwise applicable thereunder.


 






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(d)              
Payment. Except to the extent provided to the contrary in Section 2.10 or Section 2.12(a), (i) all interest
and all other fees payable hereunder or under any of the other Loan Documents shall be due and payable, in arrears, on the first day of
each month, and (ii) all costs and expenses payable hereunder or under any of the other Loan Documents, and all other Lender Group Expenses
shall be due and payable on (x) with respect to Lender Group Expenses outstanding as of the Closing Date, the Closing Date, and (y) otherwise,
the earlier of (A) the first day of the month following
the date on which the applicable costs, expenses, or Lender Group Expenses were first incurred, or (B) the date on which demand therefor
is made by Agent.


 


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


 


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


 


(g)               Term
SOFR Conforming Changes. In connection with the use or administration of Term SOFR, Agent will have the right to make Conforming
Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments
implementing such Conforming Changes will become effective without any further action or consent of any other party to this
Agreement or any other Loan Document. Agent will promptly notify Administrative Borrower and the Lenders of the effectiveness of any
Conforming Changes in connection with the use or administration of Term SOFR.


 


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


 


2.8.           
Designated Account. Agent is authorized to make Loans under this Agreement based upon instructions received from
anyone purporting to be an Authorized Person. Borrowers agree to establish and maintain the Designated Account with the Designated Account
Bank for the purpose of receiving the proceeds of the Protective Advances. Unless otherwise agreed by Agent and Borrowers, any Loan requested
by Borrowers and made by Agent or the Lenders hereunder shall be made to the Designated Account.


 


2.9.           
[Reserved].


 


2.10.       
Fees. Borrowers shall pay to Agent, for the account of Agent, and for the benefit of the Lenders, where applicable,
as and when due and payable under the terms of the Fee Letter, the fees owing to Agent set forth in the Fee Letter.


 


2.11.       
[Reserved].


 






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2.12.       
SOFR Option.


 


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


 


(b)              
SOFR Election.


 


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


 


(ii)             
Each SOFR Notice shall be irrevocable and binding on Borrowers. In connection with each SOFR Loan, each Borrower shall indemnify,
defend, and hold Agent and the Lenders harmless against any loss, cost, or expense actually incurred by Agent or any Lender as a result
of (A) the payment or required assignment of any principal of any SOFR Loan other than on the last day of an Interest Period applicable
thereto (including as a result of an Event of Default), (B) the conversion of any SOFR Loan other than on the last day of the Interest
Period applicable thereto, or (C) the failure to borrow, convert, continue or prepay any SOFR Loan on the date specified in any SOFR Notice
delivered pursuant hereto (such losses, costs, or expenses, "Funding Losses").


 


(iii)           
A certificate of Agent or a Lender delivered to Borrowers setting forth in reasonable detail any amount or amounts that Agent or
such Lender is entitled to receive pursuant to this Section 2.12 shall be conclusive absent manifest error. Borrowers shall pay
such amount to Agent or the Lender, as applicable, within 30 days of the date of its receipt of such certificate. If a payment of a SOFR
Loan on a day other than the last day of the applicable Interest Period would result in a Funding Loss, Agent may, in its sole discretion
at the request of Borrowers, hold the amount of such payment as cash collateral in support of the Obligations until the last day of such
Interest Period and apply such amounts to the payment of the applicable SOFR Loan on such last day of such Interest Period, it being agreed
that Agent has no obligation to so defer the application of payments to any SOFR Loan and that, in the event that Agent does not defer
such application, Borrowers shall be obligated to pay any resulting Funding Losses.


 


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


 


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


 






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(d)          Special Provisions Applicable to Term SOFR.


 


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


 


(ii)             
Subject to the provisions set forth in Section 2.12(d)(iii) below, in the event that any change in market conditions or
any Change in Law shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for
such Lender to fund or maintain SOFR Loans (or Base Rate Loans determined with reference to Term SOFR) or to continue such funding or
maintaining, or to determine or charge interest rates at the Term SOFR Reference Rate, Term SOFR or SOFR, such Lender shall give notice
of such changed circumstances to Agent and Borrowers and Agent promptly shall transmit the notice to each other Lender and (y)(i) in the
case of any SOFR Loans of such Lender that are outstanding, such SOFR Loans of such Lender will be deemed to have been converted Base
Rate Loans on the last day of the Interest Period of such SOFR Loans, if such Lender may lawfully continue to maintain such SOFR Loans,
or immediately, if such Lender may not lawfully continue to maintain such SOFR Loans, and thereafter interest upon the SOFR Loans of such
Lender thereafter shall accrue interest at the rate then applicable to Base Rate Loans (and if applicable, without reference to the Term
SOFR component thereof) and (ii) in the case of any such Base Rate Loans of such Lender that are outstanding and that are determined with
reference to Term SOFR, interest upon the Base Rate Loans of such Lender after the date specified in such Lender's notice shall accrue
interest at the rate then applicable to Base Rate Loans without reference to the Term SOFR component thereof and (z) Borrowers shall not
be entitled to elect the SOFR Option and Base Rate Loans shall not be determined with reference to the Term SOFR component thereof, in
each case, until such Lender determines that it would no longer be unlawful or impractical to do so.


 









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(iii)         Benchmark Replacement Setting.


 


(A)            
Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence
of a Benchmark Transition Event, Agent and Administrative Borrower may amend this Agreement to replace the then-current Benchmark with
a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth
(5th) Business Day after Agent has posted such proposed amendment to all affected Lenders and Administrative Borrower so long as Agent
has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. No replacement
of a Benchmark with a Benchmark Replacement pursuant to this Section 2.12(d)(iii) will occur prior to the applicable Benchmark
Transition Start Date.


 


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


 


(C)             
Notices; Standards for Decisions and Determinations. Agent will promptly notify Administrative Borrower and the Lenders
of (1) the implementation of any Benchmark Replacement and (2) the effectiveness of any Conforming Changes in connection with the use,
administration, adoption or implementation of a Benchmark Replacement. Agent will notify Administrative Borrower of (x) the removal or
reinstatement of any tenor of a Benchmark pursuant to Section 2.12(d)(iii)(D) and (y) the commencement of any Benchmark Unavailability
Period. Any determination, decision or election that may be made by Agent or, if applicable, any Lender (or group of Lenders) pursuant
to this Section 2.12(d)(iii), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence
of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and
binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement
or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.12(d)(iii).


 


(D)             Unavailability
of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in
connection with the implementation of a Benchmark Replacement), (1) if the then-current Benchmark is a term rate (including the Term
SOFR Reference Rate) and either (I) any tenor for such Benchmark is not displayed on a screen or other information service that
publishes such rate from time to time as selected by Agent in its reasonable discretion or (II) the regulatory supervisor for the
administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such
Benchmark is not or will not be representative, then Agent may modify the definition of "Interest Period" (or any similar
or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and
(2) if a tenor that was removed pursuant to clause (1) above either (I) is subsequently displayed on a screen or information service
for a Benchmark (including a Benchmark Replacement) or (II) is not, or is no longer, subject to an announcement that it is not or
will not be representative for a Benchmark (including a Benchmark Replacement), then Agent may modify the definition of
 "Interest Period" (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate
such previously removed tenor.


 






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(E)             
Benchmark Unavailability Period. Upon Administrative Borrower's receipt of notice of the commencement of a Benchmark Unavailability
Period, (1) Administrative Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans to
be made, converted or continued during any Benchmark Unavailability Period and, failing that, Administrative Borrower will be deemed to
have converted any such request into a request for a borrowing of or conversion to Base Rate Loans and (2) any outstanding affected SOFR
Loans will be deemed to have been converted to Base Rate Loans at the end of the applicable Interest Period. During any Benchmark Unavailability
Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon
the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate.


 


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


 


2.13.       
Capital Requirements.


 


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


 






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


 


(c)              
Notwithstanding anything herein to the contrary, the protection of Sections 2.12(d) and 2.13 shall be available to
each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, judicial ruling,
judgment, guideline, treaty or other change or condition which shall have occurred or been imposed, so long as it shall be customary for
issuing banks or lenders affected thereby to comply therewith. Notwithstanding any other provision herein, no Lender shall demand compensation
pursuant to this Section 2.13 if it shall not at the time be the general policy or practice of such Lender (as the case may be)
to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any.


 


2.14.       
[Reserved].


 









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2.15.       
 Joint and Several Liability of Borrowers.


 


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


 


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


 


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


 


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


 






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


 


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


 






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


 


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


 






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3.            CONDITIONS;
TERM OF AGREEMENT.


 


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


 


3.2.           
[Reserved].


 


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


 


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


 


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


 


3.6.           
Post-Closing Covenants Each of Parent and each Borrower covenants and agrees to fulfill the obligations set forth
on Schedule 3.6 to this Agreement (the failure by Parent or any Borrower to so perform or cause to be performed such obligations
as and when required by the terms thereof (unless such date is extended, in writing, by Agent, which Agent may do without obtaining the
consent of the other members of the Lender Group), shall constitute an Event of Default).


 









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4.             REPRESENTATIONS
AND WARRANTIES.


 


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


 


4.1.         Due
Organization and Qualification; Subsidiaries.


 


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


 


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


 


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


 


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


 









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4.2.           
 Due Authorization; No Conflict.


 


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


 


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


 


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


 


4.4.           
Binding Obligations; Perfected Liens.


 


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


 


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


 






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


 


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


 


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


 


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


 


4.9.         Solvency.


 


(a)              
Each Loan Party is Solvent.


 


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


 


4.10.       
Employee Benefits.


 


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


 









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


 


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


 


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


 


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


 


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


 


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


 


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


 









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4.12.         Complete
Disclosure. All factual information taken as a whole (other than forward-looking information and projections and information
of a general economic nature and general information about the industry of any Loan Party or its Subsidiaries) furnished by or on
behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules
hereto or in the other Loan Documents or Parent's Exchange Act filings) for purposes of or in connection with this Agreement or the
other Loan Documents, and all other such factual information taken as a whole (other than forward-looking information and
projections and information of a general economic nature and general information about the industry of any Loan Party or its
Subsidiaries) hereafter furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender will be,
true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by
omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time
in light of the circumstances under which such information was provided. The Projections delivered to Agent on or about January 19,
2022 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent,
Borrowers' good faith estimate, on the date such Projections are delivered, of the Loan Parties' and their Subsidiaries' future
performance for the periods covered thereby based upon assumptions believed by Borrowers to be reasonable at the time of the
delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies,
many of which are beyond the control of the Loan Parties and their Subsidiaries, and no assurances can be given that such
Projections will be realized, and although reflecting Borrowers' good faith estimate, projections or forecasts based on methods and
assumptions which Borrowers believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and
that actual results during the period or periods covered by the Projections may differ materially from projected or estimated
results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all
respects.


 


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


 


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


 


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


 






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


 


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


 


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


 






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


 


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


 


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


 


4.22.       
[Reserved].


 


4.23.       
[Reserved].


 


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


 


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


 


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


 






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


 


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


 


4.29.       
Non-Loan Party Subsidiaries. No Subsidiary of Parent that is not a Loan Party owns, or has an exclusive license to
use, any intellectual property that is material to the business of the Loan Parties.


 


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


 


5.            AFFIRMATIVE
COVENANTS.


 


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


 


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


 






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


 


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


 


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


 


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


 


5.6.           
Insurance.


 


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


 






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


 


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


 


5.7.         Inspection.


 


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


 


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


 


(c)              
So long as no Event of Default shall have occurred and be continuing during a calendar year, Borrowers shall not be obligated to
reimburse Agent for any field examinations, financial examinations, appraisals or valuations.


 


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


 






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5.9.         Environmental.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 




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


 


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


 


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


 


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


 


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


 






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5.18.       
[Reserved].


 


5.19.       
[Reserved].


 


5.20.       
[Reserved].


 


5.21.       
[Reserved].


 


5.22.       
[Reserved].


 


5.23.       
COVID-19 Assistance.


 


(a)              
Parent and the Borrowers agree to, and will cause each of their respective Subsidiaries to, promptly apply for (and provide any
requested supplemental information related to) the forgiveness or other relief of any COVID-19 Assistance received pursuant to Section
1106 of the CARES Act (and any guidance and/or regulation promulgated thereunder) as permitted by the applicable Governmental Authority
and submit such application to the extent satisfaction of such requirements does not otherwise cause, directly or indirectly, a Default
or an Event of Default to occur. The Administrative Borrower shall give Agent and Lenders prompt notice of the making of such application.


 


(b)              
On the CARES Forgiveness Date, the Loan Parties shall deliver to Agent a certificate of an Authorized Person of the Loan Parties
certifying as to the amount of the COVID-19 Assistance Indebtedness that will be forgiven pursuant to the provisions of the CARES Act
and the SBA, together with reasonably detailed description thereof, all in form satisfactory to Agent.


 


6.                 
NEGATIVE COVENANTS.


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


6.9.           
Investments. Each Loan Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, make
or acquire any Investment or incur any liabilities (including contingent obligations) for or in connection with any Investment except
for Permitted Investments; provided that, notwithstanding the foregoing, no investment by any Loan Party or Subsidiary with proceeds
of, or other value from, COVID-19 Assistance shall constitute an Investment for the purposes of this Agreement so long as such Investment
(x) is made in a manner consistent with the CARES Act and/or the SBA, and (y) in any event, if such Indebtedness is (i) incurred by a
Loan Party and (ii) used solely for the direct or indirect benefit of the Loan Parties.


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


(f)               
Amend, or permit any ERISA Affiliate to amend, a Pension Plan resulting in a material increase in current liability such that
a Loan Party or ERISA Affiliate is required to provide security to such Pension Plan under the IRC.


 


6.16.       
Non-Loan Party Subsidiaries. Parent and each Borrower will not permit any of their respective Subsidiaries that
are not Loan Parties to own, or have an exclusive license to use, any Intellectual Property (as defined in the Guaranty and Security
Agreement) that is material to the business of the Loan Parties.


 


6.17.       
Acquisition of Indebtedness. Neither Parent nor any Subsidiary of Parent shall purchase, tender for or otherwise
acquire, directly or indirectly, any interest in the outstanding Revolving Loan Obligations. Parent and Borrowers shall promptly cancel
all Revolving Loan Obligations so acquired by such Loan Parties or any of their Subsidiaries or Affiliates, and no Revolving Loan Obligations
may be issued in substitution or exchange for any such Revolving Loan Obligations.


 




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6.18.       
 Anti-Layering. Neither Parent nor any Subsidiary of Parent will create or incur any Indebtedness which is subordinated
or junior in right of payment to any other Indebtedness of the Loan Parties, unless such Indebtedness is also subordinated or junior
in right of payment, in the same manner and to the same extent, to the Obligations.


 


6.19.       
Immaterial Subsidiaries. No Loan Party may permit any Immaterial Subsidiary to (a) own any assets (other than assets
of a de minimis nature), (b) have any liabilities (other than liabilities of a de minimis nature), or (c) engage in any
business activity.


 


7.                 
FINANCIAL COVENANTS.


 


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


 


(a)              
Fixed Charge Coverage Ratio. Have a Fixed Charge Coverage Ratio, measured on a quarter-end basis, of at least the required
amount set forth in the following table for the applicable period set forth opposite thereto:


 


	Applicable Ratio	Applicable
    Period
	1.10:1.0	For the 4 quarter period
    ending June 30, 2022
	1.10:1.0	For the 4 quarter period
    ending September 30, 2022
	1.10:1.0	For the 4 quarter period
    ending December 31, 2022
	1.10:1.0	For the 4 quarter period
    ending March 31, 2023
	1.15:1.0	For the 4 quarter period
    ending June 30, 2023
	1.25:1.0	For the 4 quarter period
    ending September 30, 2023
	1.25:1.0	For the 4 quarter period
    ending December 31, 2023
	1.30:1.0	For the 4 quarter period
    ending March 31, 2024
	1.30:1.0	For the 4 quarter period
    ending June 30, 2024
	1.30:1.0	For the 4 quarter period
    ending September 30, 2024
	1.30:1.0	For the 4 quarter period
    ending December 31, 2024
	1.30:1.0	For the 4 quarter period
    ending March 31, 2025
	1.30:1.0	For the 4 quarter period
    ending June 30, 2025
	1.30:1.0	For the 4 quarter period
    ending September 30, 2025



 






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	Applicable Ratio	Applicable
    Period



	1.30:1.0	For the 4 quarter
    period ending December 31, 2025
	1.30:1.0	For the 4 quarter period
    ending March 31, 2026
	1.30:1.0	For the 4 quarter period
    ending June 30, 2026
	1.30:1.0	For the 4 quarter period
    ending September 30, 2026
	1.30:1.0	For the 4 quarter period
    ending December 31, 2026, and for the 4 quarter period ending on the last day of each fiscal quarter thereafter


 


(b)              
Leverage Ratio. Have a Leverage Ratio, measured on a quarter-end basis, of not greater than the applicable ratio set forth
in the following table for the applicable date set forth opposite thereto:


 


	Applicable Ratio	Applicable
    Date
	4.00:1.0	June 30, 2022
	4.00:1.0	September 30, 2022
	4.00:1.0	December 31, 2022
	4.50:1.0	March 31, 2023
	4.50:1.0	June 30, 2023
	4.00:1.0	September 30, 2023
	4.00:1.0	December 31, 2023
	3.25:1.0	March 31, 2024
	3.25:1.0	June 30, 2024
	3.25:1.0	September 30, 2024
	3.25:1.0	December 31, 2024
	3.00:1.0	March 31, 2025
	3.00:1.0	June 30, 2025
	3.00:1.0	September 30,
    2025
	3.00:1.0	December 31, 2025
	2.75:1.0	March 31, 2026
	2.75:1.0	June 30, 2026
	2.75:1.0	September 30, 2026
	2.75:1.0	December 31, 2026, and
    the last day of each fiscal quarter thereafter


 


; provided that, not more than 1 time
during the term of this Agreement, Borrowers may elect to increase the maximum permitted Leverage Ratio set forth in clause (b) of Section
7 (the "Leverage Ratio Increase") (i) for the Specified Quarter (as defined below), by an amount equal to 0.50 and
(ii) for the immediately succeeding fiscal quarter after the Specified Quarter, by an amount equal to 0.25, by providing written notice
to Agent on or before the date that is ten Business Days prior to the date that is the earlier to occur of (x) the date on which
the Compliance Certificate is delivered to Agent in respect of the fiscal quarter with respect to which the Borrowers elect to increase
the maximum permitted Leverage Ratio (the "Specified Quarter"), and (y) the date on which the Compliance Certificate
is required to be delivered to Agent pursuant to Section 5.1 in respect of the Specified Quarter; provided further
that, notwithstanding the forgoing, no Leverage Ratio Increase shall occur or exist any time after the FILO Termination Date; provided
further that, for the avoidance of doubt, any Leverage Ratio Increase shall be disregarded for purposes of determining pricing, any
financial covenant based conditions or any baskets based on a Leverage Ratio.


 






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8.                 
EVENTS OF DEFAULT.


 


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


 


8.1.           
Payments. If Borrowers fail to pay when due and payable, or when declared due and payable, (a) all or any portion
of the Obligations consisting of interest, fees, or charges due the Lender Group, reimbursement of Lender Group Expenses, or other amounts
(other than any portion thereof constituting principal) constituting Obligations (including any portion thereof that accrues after the
commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency
Proceeding), and such failure continues for a period of three Business Days, or (b) all or any portion of the principal of the Loans;


 


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


 


(a)              
fails to perform or observe any covenant or other agreement contained in any of (i) Sections 3.6, 5.1, 5.2,
5.3 (solely if Parent or any Borrower is not in good standing in its jurisdiction of organization), 5.6, 5.7 (solely
if Parent or any Borrower refuses to allow Agent or its representatives or agents to visit its respective properties, inspect its assets
or books or records, examine and make copies of its books and records, or discuss its affairs, finances, and accounts with officers and
employees of any Borrower), 5.10, 5.11, 5.13, 5.14, 5.15, 5.17, or 5.18 of this Agreement,
(ii) Section 6 of this Agreement, (iii) Section 7 of this Agreement, or (iv) Section 7 of the Guaranty and Security Agreement;


 


(b)              
fails to perform or observe any covenant or other agreement contained in any of Sections 5.3 (other than if Parent or any
Borrower is not in good standing in its jurisdiction of organization), 5.4, 5.5, 5.8, 5.12, or 5.16
of this Agreement and such failure continues for a period of ten days after the earlier of (i) the date on which such failure shall first
become known to any officer of any Borrower, or (ii) the date on which written notice thereof is given to Borrowers by Agent; or


 


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


 


8.3.           
Judgments. If one or more judgments, orders, or awards for the payment of money involving an aggregate amount of
$500,000, or more (except to the extent fully covered (other than to the extent of customary deductibles) by insurance pursuant to which
the insurer has not denied coverage) is entered or filed against a Loan Party or any of its Subsidiaries, or with respect to any of their
respective assets, and either (a) there is a period of forty (40) consecutive days at any time after the entry of any such judgment,
order, or award during which (i) the same is not discharged, satisfied, vacated, or bonded pending appeal, or (ii) a stay of enforcement
thereof is not in effect, or (b) enforcement proceedings are commenced upon such judgment, order, or award;


 


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


 


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


 


8.6.           
Default Under Other Agreements. If there is (a) a default in one or more agreements to which a Loan Party or any
of its Subsidiaries is a party with one or more third Persons relative to a Loan Party's or any of its Subsidiaries' Indebtedness involving
an aggregate amount of $500,000 or more, and such default (i) occurs at the final maturity of the obligations thereunder, or (ii) results
in a right by such third Person, irrespective of whether exercised, to accelerate the maturity of such Loan Party's or its Subsidiary's
obligations thereunder, (b) a default by a Loan Party or any of its Subsidiaries of one or more Hedge Agreements to which a Loan Party
or any of its Subsidiaries is a party, (c) an "Event of Default" (or equivalent term) under the Revolving Loan Documents, or
(d) an enforcement notice delivered by the Revolving Loan Agent pursuant to the terms of the Intercreditor Agreement;


 






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


 


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


 


8.9.           
Security Documents. If the Guaranty and Security Agreement or any other Loan Document that purports to create a
Lien, shall, for any reason, fail or cease to create a valid and perfected and, (except to the extent of Permitted Liens which are non-consensual
Permitted Liens, permitted purchase money Liens or the interests of lessors under Capital Leases) first priority (with respect to Term
Loan Priority Collateral) or second priority (with respect to assets that do not constitute Term Loan Priority Collateral) Lien on the
Collateral covered thereby, except as a result of a disposition of the applicable Collateral in a transaction permitted under this Agreement;


 


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


 


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


 


8.12.       
ERISA. The occurrence of any of the following events: (a) any Loan Party or ERISA Affiliate fails to make full payment
when due of all amounts which any Loan Party or ERISA Affiliate is required to pay as contributions, installments, or otherwise to or
with respect to a Pension Plan or Multiemployer Plan, and such failure could reasonably be expected to result in liability in excess
of $500,000, (b) an accumulated funding deficiency or funding shortfall in excess of $500,000 occurs or exists, whether or not waived,
with respect to any Pension Plan, individually or in the aggregate, (c) a Notification Event, which could reasonably be expected to result
in liability in excess of $500,000, either individually or in the aggregate, or (d) any Loan Party or ERISA Affiliate completely or partially
withdraws from one or more Multiemployer Plans and incurs Withdrawal Liability in excess of $500,000 in the aggregate, or fails to make
any Withdrawal Liability payment when due;


 




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8.13.       
 Invalidity of Intercreditor Agreement. Any material provision of the Intercreditor Agreement shall for any reason
be revoked or invalidated, or otherwise cease to be in full force and effect, or any Person shall contest in any manner the validity
or enforceability thereof or deny that it has any further liability or obligation thereunder, or the Obligations, for any reason shall
not have the priority contemplated by this Agreement or the Intercreditor Agreement;


 


8.14.       
Material Contracts. Any Material Contract is cancelled, terminated, amended, restated or otherwise modified in a
manner which has a Material Adverse Effect;


 


8.15.       
Conduct of Business. If a Loan Party or any of its Subsidiaries is enjoined, restrained, or in any way prevented
by court order from continuing to conduct all or any material of the business affairs of Parent and its Subsidiaries, taken as a whole;
or


 


8.16.       
Material Adverse Effect. Any change in Loan Parties' results of operations or condition (financial or otherwise)
which in Agent's Permitted Discretion has a Material Adverse Effect.


 


9.                 
RIGHTS AND REMEDIES.


 


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


 


(a)              
by written notice to the Administrative Borrower, declare the principal of, and any and all accrued and unpaid interest and fees
in respect of, the Loans and all other Obligations, whether evidenced by this Agreement or by any of the other Loan Documents to be immediately
due and payable, whereupon the same shall become and be immediately due and payable and Borrowers shall be obligated to repay all of
such Obligations in full, without presentment, demand, protest, or further notice or other requirements of any kind, all of which are
hereby expressly waived by each Borrower;


 


(b)              
by written notice to Borrowers, declare the Commitments terminated, whereupon the Commitments shall immediately be terminated
together with any obligation of any Lender to make Loans; and


 


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


 


The foregoing to the contrary notwithstanding,
upon the occurrence of any Event of Default described in Section 8.4 or Section 8.5, in addition to the remedies set forth
above, without any notice to Borrowers or any other Person or any act by the Lender Group, the Commitments shall automatically terminate
and the Obligations, inclusive of the principal of, and any and all accrued and unpaid interest and fees in respect of, the Loans and
all other Obligations, whether evidenced by this Agreement or by any of the other Loan Documents, shall automatically become and be immediately
due and payable and Borrowers shall automatically be obligated to repay all of such Obligations in full, without presentment, demand,
protest, or notice or other requirements of any kind, all of which are expressly waived by Parent and Borrowers.


 




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


 


10.             
WAIVERS; INDEMNIFICATION.


 


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


 


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


 


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


 






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11.             
NOTICES.


 


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


 


	If to any Loan Party:	c/o HUDSON TECHNOLOGIES COMPANY
	 	300 Tice Boulevard
	 	Suite 290
	 	Woodcliff Lake, NJ 07666
	 	Attn:	Brian F. Coleman, President & CEO
	 	E-mail:	bcoleman@hudsontech.com
	 	Fax No.:	(845) 512-6070






 





	with copies to:	WIGGIN AND DANA LLP
	 	Two Stamford Plaza
	 	281 Tresser Boulevard
	 	Stamford, CT 06901
	 	Attn:	Michael Grundei, Esq.
	 	E-mail:	mgrundei@wiggin.com
	 	Fax No.:	(203) 363-7676



 


	If to Agent:	TCW ASSET MANAGEMENT COMPANY LLC
	 	1251 Avenue of the Americas, Suite 4700
	 	New York, NY 10020
	 	Attn:	Julia Fifer
	 	E-mail:	julia.fifer@tcw.com, obaid.khan@tcw.com,
    tcwservicing@allvuesystems.com and TCW@alterdomus.com
	 	Telephone:	(212)-771-4545
	 	Fax No.:	(212) 771-4167






 






	with copies to (which shall not constitute notice):	ALTER DOMUS (US) LLC
	 	225 West Washington Street, 9th Floor
	 	Chicago, IL 60606
	 	Attn:	Jacques Kolzow and Legal Department
	 	Email:	jacques.kolzow@alterdomus.com and legal@alterdomus.com
	 	Fax No.:	(312) 376-0751
	 	 	 
	 	and	 



 


	 	GOLDBERG KOHN LTD.
	 	55 East Monroe Street, Suite 3300
	 	Chicago, IL 60603
	 	Attn:	Seth Good, Esq.
	 	E-mail:	seth.good@goldbergkohn.com
	 	Telephone:	(312) 863-7138
	 	Fax No.:	(312) 863-7838



 


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


 




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12.             
 CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.


 


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


 


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


 


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


 


(d)              
EACH OF PARENT AND EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE
AND FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK AND THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO ANY LOAN DOCUMENTS, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN
ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT AGENT MAY OTHERWISE HAVE TO
BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE
COURTS OF ANY JURISDICTION.


 


(e)              
NO CLAIM MAY BE MADE BY ANY LOAN PARTY AGAINST THE AGENT, ANY OTHER LENDER OR ANY AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE, COUNSEL,
REPRESENTATIVE, AGENT, OR ATTORNEY-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR
LOSSES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION THEREWITH, AND EACH
LOAN PARTY HEREBY WAIVES, RELEASES, AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT
KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.


 






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13.             
ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.


 


13.1.       
Assignments and Participations.


 


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


 


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


 


(B)             
Agent.


 


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


 


(A)            
no assignment may be made to (i) a Competitor, unless an Event of Default has occurred and is continuing under Section 8.1,
8.4 or 8.5, or (ii) a natural person,


 


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


 


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


 


(D)            
each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations
under this Agreement,


 


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


 


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


 


(G)            
the assignee, if it is not a Lender, shall deliver to Agent an Administrative Questionnaire in a form approved by Agent (the "Administrative
Questionnaire") and all information and other documents required under the Patriot Act.


 


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


 


(c)              
By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm
to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such
assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations
made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value
of this Agreement or any other Loan Document furnished pursuant hereto, (ii) such assigning Lender makes no representation or warranty
and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan
Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto, (iii) such Assignee confirms
that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into such Assignment and Acceptance, (iv) such Assignee will, independently and without
reliance upon Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (v) such Assignee appoints
and authorizes Agent to take such actions and to exercise such powers under this Agreement and the other Loan Documents as are delegated
to Agent, by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, and (vi) such Assignee agrees
that it will perform all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.


 






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


 


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


 






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


 


(g)              
Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all
or any portion of its rights under and interest in this Agreement to secure obligations of such Lender, including any pledge in favor
of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Bank or U.S. Treasury Regulation 31 CFR §203.24,
and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law; provided,
that no such pledge shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.


 


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


 






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(i)                
In the event that a Lender sells participations in the Registered Loan, such Lender, as a non-fiduciary agent on behalf of Borrowers,
shall maintain (or cause to be maintained) a register on which it enters the name of all participants in the Registered Loans held by
it (and the principal amount (and stated interest thereon) of the portion of such Registered Loans that is subject to such participations)
(the "Participant Register"). A Registered Loan (and the registered note, if any, evidencing the same) may be participated
in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so
provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the
registration of such participation on the Participant Register. No Lender shall have any obligation to disclose all or any portion of
the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments,
loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is
necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c)
of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such
Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes
of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have
no responsibility for maintaining a Participant Register.


 


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


 


13.2.       
Successors. This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of
the parties; provided, that no Borrower may assign this Agreement or any rights or duties hereunder without the Lenders' prior
written consent and any prohibited assignment shall be absolutely void ab initio. No consent to assignment by the Lenders shall release
any Borrower from its Obligations. A Lender may assign this Agreement and the other Loan Documents and its rights and duties hereunder
and thereunder pursuant to Section 13.1 and, except as expressly required pursuant to Section 13.1, no consent or approval
by any Borrower is required in connection with any such assignment.


 






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14.             
AMENDMENTS; WAIVERS.


 


14.1.       
Amendments and Waivers.


 


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


 


(i)                
increase the amount of or extend the expiration date of any Commitment of any Lender,


 


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


 


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


 


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


 


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


 


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


 


(vii)         
other than pursuant to the Intercreditor Agreement and as permitted by Section 15.11, release or contractually subordinate
Agent's Lien in and to any of the Collateral,


 


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


 


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


 


(x)              
amend, modify, or eliminate any of the provisions of Section 2.4(b)(i), (ii) or (iii) or Section 2.4(e)
or (f),


 


(xi)            
at any time that any Real Property is included in the Collateral, add, increase, renew or extend any Loan or Commitment hereunder
until the completion of flood due diligence, documentation and coverage as required by the Flood Laws or as otherwise satisfactory to
all Lenders, or


 


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


 






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


 


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


 


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


 


(c)              
Anything in this Section 14.1 to the contrary notwithstanding, (i) any amendment, modification, elimination, waiver, consent,
termination, or release of, or with respect to, any provision of this Agreement or any other Loan Document that relates only to the relationship
of the Lender Group among themselves, and that does not affect the rights or obligations of any Loan Party, shall not require consent
by or the agreement of any Loan Party, (ii) any amendment, waiver, modification, elimination, or consent of or with respect to any provision
of this Agreement or any other Loan Document may be entered into without the consent of, or over the objection of, any Defaulting Lender
other than any of the matters governed by Section 14.1(a)(i) through (iii) that affect such Lender, (iii) any amendment
contemplated by Section 2.12(d)(iii) of this Agreement in connection with a Benchmark Transition Event shall be effective as contemplated
by such Section 2.12(d)(iii) hereof and (iv) any amendment contemplated by Section 2.6(g) of this Agreement in connection
with the use or administration of Term SOFR shall be effective as contemplated by such Section 2.6(g).


 


14.2.       
Replacement of Certain Lenders.


 


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


 


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


 






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


 


15.             
AGENT; THE LENDER GROUP.


 


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


 






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


 


15.3.        Liability
of Agent. None of the Agent-Related Persons shall (a) be liable for any action taken or omitted to be taken by any of them
under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own
gross negligence or willful misconduct), or (b) be responsible in any manner to any of the Lenders for any recital, statement,
representation or warranty made by any Loan Party or any of its Subsidiaries or Affiliates, or any officer or director thereof,
contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or
provided for in, or received by Agent under or in connection with, this Agreement or any other Loan Document, or the validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any
Loan Party or its Subsidiaries or any other party to any Loan Document to perform its obligations hereunder or thereunder. No
Agent-Related Person shall be under any obligation to any Lenders to ascertain or to inquire as to the observance or performance of
any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the books and records
or properties of any Loan Party or its Subsidiaries. No Agent-Related Person shall have any liability to any Lender, and Loan Party
or any of their respective Affiliates if any request for a Loan or other extension of credit was not authorized by the applicable
Borrower. Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose it to
liability or that is contrary to any Loan Document or applicable law or regulation.


 






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


 


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


 


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


 






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


 






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


 


15.9.       
Successor Agent. Agent may resign as Agent upon 30 days (ten days if an Event of Default has occurred and is continuing)
prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and Borrowers (unless such notice is waived
by Borrowers or an Event of Default has occurred and is continuing under Section 8.1, 8.4 or 8.5). If Agent resigns
under this Agreement, the Required Lenders shall be entitled, with (so long as no Event of Default has occurred and is continuing) the
consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned), appoint a successor Agent for the Lenders.
If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the
Lenders and Borrowers, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement
or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders
with (so long as no Event of Default has occurred and is continuing) the consent of Borrowers (such consent not to be unreasonably withheld,
delayed, or conditioned). In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent
shall succeed to all the rights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent
and the retiring Agent's appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder
as Agent, the provisions of this Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while
it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 30 days following a retiring
Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform
all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.


 


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


 






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15.11.   
Collateral Matters.


 


(a)               The
Lenders hereby irrevocably authorize Agent to release any Lien on any Collateral (i) upon the termination of the Commitments and
payment and satisfaction in full by the Loan Parties and their Subsidiaries of all of the Obligations, (ii) constituting property
being sold or disposed of if a release is required or desirable in connection therewith and if Borrowers certify to Agent that the
sale or disposition is permitted under Section 6.4 (and Agent may rely conclusively on any such certificate, without further
inquiry), (iii) constituting property in which no Loan Party or any of its Subsidiaries owned any interest at the time Agent's Lien
was granted nor at any time thereafter, (iv) constituting property leased or licensed to a Loan Party or its Subsidiaries under a
lease or license that has expired or is terminated in a transaction permitted under this Agreement, or (v) in connection with a
credit bid or purchase authorized under this Section 15.11. The Loan Parties and the Lenders hereby irrevocably authorize
Agent, based upon the instruction of the Required Lenders, to (a) consent to the sale of, credit bid, or purchase (either directly
or indirectly through one or more entities) all or any portion of the Collateral at any sale thereof conducted under the provisions
of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, (b) credit bid or purchase (either directly or indirectly
through one or more entities) all or any portion of the Collateral at any sale or other disposition thereof conducted under the
provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, or (c) credit bid or purchase (either directly or
indirectly through one or more entities) all or any portion of the Collateral at any other sale or foreclosure conducted or
consented to by Agent in accordance with applicable law in any judicial action or proceeding or by the exercise of any legal or
equitable remedy. In connection with any such credit bid or purchase, (i) the Obligations owed to the Lenders shall be entitled to
be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims being estimated
for such purpose if the fixing or liquidation thereof would not impair or unduly delay the ability of Agent to credit bid or
purchase at such sale or other disposition of the Collateral and, if such contingent or unliquidated claims cannot be estimated
without impairing or unduly delaying the ability of Agent to credit bid at such sale or other disposition, then such claims shall be
disregarded, not credit bid, and not entitled to any interest in the Collateral that is the subject of such credit bid or purchase)
and the Lenders whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their
Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the Collateral that is the subject of
such credit bid or purchase (or in the Equity Interests of the any entities that are used to consummate such credit bid or
purchase), and (ii) Agent, based upon the instruction of the Required Lenders, may accept non-cash consideration, including debt and
equity securities issued by any entities used to consummate such credit bid or purchase and in connection therewith Agent may reduce
the Obligations owed to the Lenders (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate
amount of Obligations so credit bid) based upon the value of such non-cash consideration. Except as provided above, Agent will not
execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all
or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or
Borrowers at any time, the Lenders will confirm in writing Agent's authority to release any such Liens on particular types or items
of Collateral pursuant to this Section 15.11; provided, that (1) anything to the contrary contained in any of the Loan
Documents notwithstanding, Agent shall not be required to execute any document or take any action necessary to evidence such release
on terms that, in Agent's opinion, could expose Agent to liability or create any obligation or entail any consequence other than the
release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect,
or impair the Obligations or any Liens (other than those expressly released) upon (or obligations of Borrowers in respect of) any
and all interests retained by any Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of
the Collateral. Each Lender further hereby irrevocably authorizes Agent, at its option and in its sole discretion, to subordinate
(by contract or otherwise) any Lien granted to or held by Agent on any property under any Loan Document (a) to the holder of any
Permitted Lien on such property if such Permitted Lien secures purchase money Indebtedness (including Capitalized Lease Obligations)
which constitute Permitted Indebtedness and (b) to the extent Agent has the authority under this Section 15.11 to release its
Lien on such property. Notwithstanding the provisions of this Section 15.11, the Agent shall be authorized, without the
consent of any Lender and without the requirement that an asset sale consisting of the sale, transfer or other disposition having
occurred, to release any security interest in any building, structure or improvement located in an area determined by the Federal
Emergency Management Agency to have special flood hazards provided that such building, structure or improvement has an immaterial
fair market value.


 






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(b)              
Agent shall have no obligation whatsoever to any of the Lenders (i) to verify or assure that the Collateral exists or is owned
by a Loan Party or any of its Subsidiaries or is cared for, protected, or insured or has been encumbered, (ii) to verify or assure that
Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular
priority, or (iii) to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising,
any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and
agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained
herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Collateral in its
capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing,
except as otherwise expressly provided herein.


 


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


 


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


 






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


 


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


 


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


 


15.15.   
Concerning the Collateral and Related Loan Documents. Each member of the Lender Group authorizes and directs Agent
to enter into this Agreement and the other Loan Documents. Each member of the Lender Group agrees that any action taken by Agent in accordance
with the terms of this Agreement or the other Loan Documents relating to the Collateral and the exercise by Agent of its powers set forth
therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders.


 


15.16.   
[Reserved].


 


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


 






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16.             
WITHHOLDING TAXES.


 


16.1.       
Payments. All payments made by any Loan Party under any Loan Document will be made free and clear of, and without
deduction or withholding for, any Taxes, except as otherwise required by applicable law, and in the event any deduction or withholding
of Taxes is required, the applicable Loan Party shall make the requisite withholding, promptly pay over to the applicable Governmental
Authority the withheld tax, and furnish to Agent as promptly as possible after the date the payment of any such Tax is due pursuant to
applicable law, certified copies of tax receipts evidencing such payment by the Loan Parties. Furthermore, if any such Tax is an Indemnified
Tax or an Indemnified Tax is so levied or imposed, the Loan Parties agree to pay the full amount of such Indemnified Taxes and such additional
amounts as may be necessary so that every payment of all amounts due under this Agreement, any note, or Loan Document, including any amount
paid pursuant to this Section 16.1 after withholding or deduction for or on account of any Indemnified Taxes, will not be less
than the amount provided for herein. The Loan Parties will promptly pay any Other Taxes or reimburse Agent for such Other Taxes upon Agent's
demand. The Loan Parties shall jointly and severally indemnify each Indemnified Person (as defined in Section 10.3) (collectively
a "Tax Indemnitee") for the full amount of Indemnified Taxes arising in connection with this Agreement or any other Loan
Document or breach thereof by any Loan Party (including any Indemnified Taxes imposed or asserted on, or attributable to, amounts payable
under this Section 16) imposed on, or paid by, such Tax Indemnitee and all reasonable costs and expenses related thereto (including
fees and disbursements of attorneys and other tax professionals), as and when they are incurred and irrespective of whether suit is brought,
whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority (other than
Indemnified Taxes and additional amounts that a court of competent jurisdiction finally determines to have resulted from the gross negligence
or willful misconduct of such Tax Indemnitee). The obligations of the Loan Parties under this Section 16 shall survive the termination
of this Agreement, the resignation and replacement of the Agent, and the repayment of the Obligations.


 


16.2.       
Exemptions.


 


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


 


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


 






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


 


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


 


(iv)            
if such Lender or Participant is entitled to claim that interest paid under this Agreement is exempt from United States withholding
tax because such Lender or Participant serves as an intermediary, a properly completed and executed copy of IRS Form W-8IMY (including
a withholding statement and copies of the tax certification documentation for its beneficial owner(s) of the income paid to the intermediary,
if required based on its status provided on the Form W-8IMY); or


 


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


 


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


 


(c)               If
a Lender or Participant claims an exemption from withholding tax in a jurisdiction other than the United States, such Lender or such
Participant agrees with and in favor of Agent and Borrowers, to deliver to Agent and Administrative Borrower (or, in the case of a
Participant, to the Lender granting the participation only) any such form or forms, as may be required under the laws of such
jurisdiction as a condition to exemption from, or reduction of, foreign withholding or backup withholding tax before receiving its
first payment under this Agreement, but only if such Lender or such Participant is legally able to deliver such forms, or the
providing of or delivery of such forms in the Lender's reasonable judgment would not subject such Lender to any material
unreimbursed cost or expense or materially prejudice the legal or commercial position of such Lender (or its Affiliates); provided, further,
that nothing in this Section 16.2(c) shall require a Lender or Participant to disclose any information that it deems to be
confidential (including its tax returns). Each Lender and each Participant shall provide new forms (or successor forms) upon the
expiration or obsolescence of any previously delivered forms and promptly notify Agent and Administrative Borrower (or, in the case
of a Participant, to the Lender granting the participation only) of any change in circumstances which would modify or render invalid
any claimed exemption or reduction.


 






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(d)              
If a Lender or Participant claims exemption from, or reduction of, withholding tax and such Lender or Participant sells, assigns,
grants a participation in, or otherwise transfers all or part of the Obligations of Borrowers to such Lender or Participant, such Lender
or Participant agrees to notify Agent and Administrative Borrower (or, in the case of a sale of a participation interest, to the Lender
granting the participation only) of the percentage amount in which it is no longer the beneficial owner of Obligations of Borrowers to
such Lender or Participant. To the extent of such percentage amount, Agent and Administrative Borrower will treat such Lender's or such
Participant's documentation provided pursuant to Section 16.2(a) or 16.2(c) as no longer valid. With respect to such percentage
amount, such Participant or Assignee may provide new documentation, pursuant to Section 16.2(a) or 16.2(c), if applicable.
Borrowers agree that each Participant shall be entitled to the benefits of this Section 16 with respect to its participation in any portion
of the Commitments and the Obligations so long as such Participant complies with the obligations set forth in this Section 16 with
respect thereto.


 


(e)              
If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such
Lender were to fail to comply with the applicable due diligence and reporting requirements of FATCA (including those contained in Section
1471(b) or 1472(b) of the IRC, as applicable), such Lender shall deliver to Agent (or, in the case of a Participant, to the Lender granting
the participation only) at the time or times prescribed by law and at such time or times reasonably requested by Agent (or, in the case
of a Participant, the Lender granting the participation) such documentation prescribed by applicable law (including as prescribed by Section
1471(b)(3)(C)(i) of the IRC) and such additional documentation reasonably requested by Agent (or, in the case of a Participant, the Lender
granting the participation) as may be necessary for Agent or Borrowers to comply with their obligations under FATCA and to determine that
such Lender has complied with such Lender's obligations under FATCA or to determine the amount to deduct and withhold from such payment.
Solely for purposes of this clause (e), "FATCA" shall include any amendments made to FATCA after the date of this Agreement.


 


16.3.       
Reductions.


 


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


 






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


 


16.4.       
Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified
Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default
has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to
the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified
Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest
paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request
of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed
by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct
or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in
the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement
to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any
other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to
an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in
a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such
refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such
Tax had never been paid.


 


17.             
GENERAL PROVISIONS.


 


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


 


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


 






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


 


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


 


17.5.       
[Reserved].


 


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


 


17.7.       
Counterparts; Electronic Execution. This Agreement may be executed in any number of counterparts and by different
parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when
taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile
or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement.
Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also shall
deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect
the validity, enforceability, and binding effect of this Agreement. Each party agrees that the electronic signatures, whether digital
or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect
as manual signatures. Electronic Signature means any electronic sound, symbol, or process attached to or logically associated with a record
and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures pursuant to
the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309) as amended from time to time or as provided
under the Uniform Commercial Code as adopted by the State of New York. The foregoing shall apply to each other Loan Document mutatis mutandis.


 


17.8.        Revival
and Reinstatement of Obligations. If any member of the Lender Group repays, refunds, restores, or returns in whole or in
part, any payment or property (including any proceeds of Collateral) previously paid or transferred to such member of the Lender
Group in full or partial satisfaction of any Obligation or on account of any other obligation of any Loan Party under any Loan
Document, because the payment, transfer, or the incurrence of the obligation so satisfied is asserted or declared to be void,
voidable, or otherwise recoverable under any law relating to creditors' rights, including provisions of the Bankruptcy Code relating
to fraudulent transfers, preferences, or other voidable or recoverable obligations or transfers or to be subject to turn over
pursuant to the Intercreditor Agreement (each, a "Voidable Transfer"), or because such member of the Lender Group
elects to do so on the reasonable advice of its counsel in connection with a claim that the payment, transfer, or incurrence is or
may be a Voidable Transfer, then, as to any such Voidable Transfer, or the amount thereof that such member of the Lender Group
elects to repay, restore, or return (including pursuant to a settlement of any claim in respect thereof), and as to all reasonable
costs, expenses, and attorneys' fees of such member of the Lender Group related thereto, (i) the liability of the Loan Parties with
respect to the amount or property paid, refunded, restored, or returned will automatically and immediately be revived, reinstated,
and restored and will exist, and (ii) Agent's Liens securing such liability shall be effective, revived, and remain in full force
and effect, in each case, as fully as if such Voidable Transfer had never been made. If, prior to any of the foregoing, (A) Agent's
Liens shall have been released or terminated, or (B) any provision of this Agreement shall have been terminated or cancelled,
Agent's Liens, or such provision of this Agreement, shall be reinstated in full force and effect and such prior release,
termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligation of any Loan
Party in respect of such liability or any Collateral securing such liability. This provision shall survive the termination of this
Agreement and the repayment in full of the Obligations.


 






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17.9.       
Confidentiality.


 


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


 






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


 


(c)               Each
Loan Party agrees that Agent may make materials or information provided by or on behalf of Borrowers hereunder (collectively,
 "Borrower Materials") available to the Lenders. Agent does not warrant the accuracy or completeness of the Borrower
Materials, and expressly disclaim liability for errors or omissions in any communications of the same. No warranty of any kind,
express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of
third party rights or freedom from viruses or other code defects, is made by Agent in connection with the Borrower Materials. In no
event shall Agent or any of the Agent-Related Persons have any liability to the Loan Parties, any Lender or any other person for
damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in
tort, contract or otherwise) arising out of any Loan Party's or Agent's transmission of communications through the Internet, except
to the extent the liability of such person is found in a final non-appealable judgment by a court of competent jurisdiction to have
resulted from such person's gross negligence or willful misconduct. Each Loan Party further agrees that certain of the Lenders may
be "public-side" Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the
Loan Parties or their securities) (each, a "Public Lender"). The Loan Parties shall be deemed to have authorized
Agent and its Affiliates and the Lenders to treat Borrower Materials marked "PUBLIC" or otherwise at any time filed with
the SEC as not containing any material non-public information with respect to the Loan Parties or their securities for purposes of
United States federal and state securities laws. Agent and its Affiliates and the Lenders shall be entitled to treat any Borrower
Materials that are not marked "PUBLIC" or that are not at any time filed with the SEC as being suitable only for posting
on a portion of the Platform not marked as "Public Investor" (or such other similar term).


 






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17.10.   
Survival. All representations and warranties made by the Loan Parties in the Loan Documents and in the certificates
or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have
been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any
Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that Agent or any Lender may
have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended
hereunder, and shall continue in full force and effect as long as the principal of, or any accrued interest on, any Loan or any fee or
any other amount payable under this Agreement is outstanding or unpaid and so long as the Commitments have not expired or been terminated.


 


17.11.   
Patriot Act; Due Diligence. Each Lender that is subject to the requirements of the Patriot Act hereby notifies the
Loan Parties that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies
each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender
to identify each Loan Party in accordance with the Patriot Act. In addition, Agent and each Lender shall have the right to periodically
conduct due diligence on all Loan Parties, their senior management and key principals and legal and beneficial owners. Each Loan Party
agrees to cooperate in respect of the conduct of such due diligence and further agrees that the reasonable costs and charges for any such
due diligence by Agent shall constitute Lender Group Expenses hereunder and be for the account of Borrowers.


 


17.12.   
Integration. This Agreement, together with the other Loan Documents, reflects the entire understanding of the parties
with respect to the transactions contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written,
before the date hereof.


 


17.13.    HTC
as Agent for Borrowers. Each Borrower hereby irrevocably appoints HTC as the borrowing agent and attorney-in-fact for all
Borrowers (the "Administrative Borrower") which appointment shall remain in full force and effect unless and until
Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another
Borrower has been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes the Administrative
Borrower (a) to provide Agent with all notices with respect to Loans obtained for the benefit of any Borrower and all other notices
and instructions under this Agreement and the other Loan Documents (and any notice or instruction provided by Administrative
Borrower shall be deemed to be given by Borrowers hereunder and shall bind each Borrower), (b) to receive notices and instructions
from members of the Lender Group (and any notice or instruction provided by any member of the Lender Group to the Administrative
Borrower in accordance with the terms hereof shall be deemed to have been given to each Borrower), and (c) to take such action as
the Administrative Borrower deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably
incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Collateral as more fully
set forth herein, is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers
in the most efficient and economical manner and at their request, and that Lender Group shall not incur liability to any Borrower as
a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of the Collateral since the
successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the
Lender Group to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify each member of
the Lender Group and hold each member of the Lender Group harmless against any and all liability, expense, loss or claim of damage
or injury, made against the Lender Group by any Borrower or by any third party whosoever, arising from or incurred by reason of (i)
the handling of the Collateral of Borrowers as herein provided, or (ii) the Lender Group's relying on any instructions of the
Administrative Borrower, except that Borrowers will have no liability to the relevant Agent-Related Person or Lender-Related Person
under this Section 17.13 with respect to any liability that has been finally determined by a court of competent jurisdiction
to have resulted solely from the gross negligence or willful misconduct of such Agent-Related Person or Lender-Related Person, as
the case may be.


 






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17.14.   
Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary
in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that
any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be
subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and
agrees to be bound by:


 


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


 


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


 


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


 


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


 


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


 


17.15.    Intercreditor
Agreement. Each Lender hereunder authorizes and instructs Agent to enter into the Intercreditor Agreement and acknowledges
(or is deemed to acknowledge) that a copy of the Intercreditor Agreement was delivered, or made available, to such Lender. Each
Lender hereby acknowledges that it has received and reviewed the Intercreditor Agreement. Each of the Lenders agrees to be bound by
the Intercreditor Agreement. Any reference in this Agreement or any other Loan Document to "first priority lien" "or
second priority" or words of similar effect in describing the Liens created hereunder or under any other Loan Document shall be
understood to refer to such priority as set forth in the Intercreditor Agreement. Nothing in this Section 17.15 shall be
construed to provide that any Loan Party is a third party beneficiary of the provisions of the Intercreditor Agreement or may assert
any rights, defenses or claims on account of the Intercreditor Agreement or this Section 17.15 (other than as set forth in
the last sentence hereof), and each Loan Party (x) agrees that nothing in the Intercreditor Agreement is intended or shall impair
the obligation of any Loan Party to pay the obligations under this Agreement, or any other Loan Document as and when the same become
due and payable in accordance with their respective terms, or to affect the relative rights of the creditors with respect to any
Loan Party or except as expressly otherwise provided in the Intercreditor Agreement as to a Loan Party's obligations, such Loan
Party's properties, and (y) if Agent shall enforce its rights or remedies in violation of the terms of the Intercreditor Agreement,
agrees that it shall not use such violation as a defense to any enforcement of remedies otherwise made in accordance with the terms
of this Agreement and the other Loan Documents by Agent or any Lender or assert such violation as a counterclaim or basis for
set-off or recoupment against Agent or any Lender and agrees to abide by the terms of this Agreement and to keep, observe and
perform the several matters and things herein intended to be kept, observed and performed by it. In furtherance of the foregoing,
notwithstanding anything to the contrary set forth herein, prior to the payment in full of the Revolving Loan Obligations to the
extent that any Loan Party is required to (i) give physical possession over any ABL Priority Collateral to Agent under this
Agreement or the other Loan Documents, such requirement to give possession shall be satisfied if such ABL Priority Collateral is
delivered to and held by the Revolving Loan Agent pursuant to the Intercreditor Agreement and (ii) take any other action with
respect to the ABL Priority Collateral or any proceeds thereof, including delivery of such Collateral or proceeds thereof to Agent,
such action shall be deemed satisfied to the extent undertaken by the Revolving Loan Agent.


 






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17.16.    Acknowledgement
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for
Hedge Agreements or any other agreement or instrument that is a QFC (such support, "QFC Credit Support" and each
such QFC a "Supported QFC"), the parties acknowledge and agree as follows with respect to the resolution power of
the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform
and Consumer Protection Act (together with the regulations promulgated thereunder, the "U.S. Special Resolution
Regimes") in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding
that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of
the United States or any other state of the United States): In the event a Covered Entity that is party to a Supported QFC (each, a
 "Covered Party") becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such
Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such
QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will
be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and
such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or
a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding
under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or
any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such
Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed
by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed
that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party
with respect to a Supported QFC or any QFC Credit Support.


 


17.17.   
Erroneous Payments.


 


(a)              
Each Lender and any other party hereto hereby severally agrees that if (i) Agent notifies (which such notice shall be conclusive
absent manifest error) such Lender (or the Lender which is an Affiliate of a Lender) or any other Person that has received funds from
Agent or any of its Affiliates, either for its own account or on behalf of a Lender (each such recipient, a "Payment Recipient")
that Agent has determined in its sole discretion that any funds received by such Payment Recipient were erroneously transmitted to, or
otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Payment Recipient) or (ii) any Payment
Recipient receives any payment from Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date
from, that specified in a notice of payment, prepayment or repayment sent by Agent (or any of its Affiliates) with respect to such payment,
prepayment or repayment, as applicable, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent
by Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable, or (z) that such Payment Recipient
otherwise becomes aware was transmitted or received (including, without limitation, any funds transmitted or received in violation of
the agreement among lenders described in Section 13.3) in error or by mistake (in whole or in part) then, in each case, an error
in payment shall be presumed to have been made (any such amounts specified in clauses (i) or (ii) of this Section 17.17(a), whether
received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise; individually and collectively,
an "Erroneous Payment"), then, in each case, such Payment Recipient is deemed to have knowledge of such error at the
time of its receipt of such Erroneous Payment; provided that nothing in this Section shall require Agent to provide any of the notices
specified in clauses (i) or (ii) above. Each Payment Recipient agrees that it shall not assert any right or claim to any Erroneous Payment,
and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim
by Agent for the return of any Erroneous Payments, including without limitation waiver of any defense based on "discharge for value"
or any similar doctrine.


 






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(b)              
Without limiting the immediately preceding clause (a), each Payment Recipient agrees that, in the case of clause (a)(ii) above,
it shall promptly notify Agent in writing of such occurrence.


 


(c)               In
the case of either clause (a)(i) or (a)(ii) above, such Erroneous Payment shall at all times remain the property of the
Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Agent, and upon demand from the
Agent such Payment Recipient shall (or, shall cause any Person who received any portion of an Erroneous Payment on its behalf to),
promptly, but in all events no later than five (5) Business Days thereafter, return to the Agent the amount of any such Erroneous
Payment (or portion thereof) as to which such a demand was made in same day funds and in the currency so received, together with
interest thereon (except to the extent waived in writing by the Agent in its sole discretion) in respect of each day from and
including the last day of such five (5) Business Period to the date such amount is repaid to the Agent at the greater of the Federal
Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation from time to time
in effect.


 


(d)              
In the event that an Erroneous Payment (or portion thereof) is not recovered by Agent for any reason, after demand therefor by
Agent in accordance with immediately preceding clause (c), from any Lender that is a Payment Recipient or an Affiliate of a Payment Recipient
(such unrecovered amount as to such Lender, an "Erroneous Payment Return Deficiency"), then at the sole discretion of
Agent and upon Agent's written notice to such Lender (i) such Lender shall be deemed to have made a cashless assignment of the full face
amount of the portion of its Loans (but not its Commitments) with respect to which such Erroneous Payment was made (the "Erroneous
Payment Impacted Loans") to Agent or, at the option of Agent, Agent's applicable lending affiliate (such assignee, the "Agent
Assignee") in an amount that is equal to the Erroneous Payment Return Deficiency (or such lesser amount as Agent may specify)
(such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Loans, the "Erroneous Payment Deficiency
Assignment") plus any accrued and unpaid interest on such assigned amount, without further consent or approval of any party hereto
and without any payment by Agent Assignee as the assignee of such Erroneous Payment Deficiency Assignment. Without limitation of its rights
hereunder, following the effectiveness of the Erroneous Payment Deficiency Assignment, Agent may make a cashless reassignment to the applicable
assigning Lender of any Erroneous Payment Deficiency Assignment at any time by written notice to the applicable assigning Lender and upon
such reassignment all of the Loans assigned pursuant to such Erroneous Payment Deficiency Assignment shall be reassigned to such Lender
without any requirement for payment or other consideration. The parties hereto acknowledge and agree that (1) any assignment contemplated
in this clause (d) shall be made without any requirement for any payment or other consideration paid by the applicable assignee or received
by the assignor, (2) the provisions of this clause (d) shall govern in the event of any conflict with the terms and conditions of Section
13 and (3) Agent may reflect such assignments in the Register without further consent or action by any other Person.


 






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(e)               Each
party hereto hereby agrees that (x) in the event an Erroneous Payment (or portion thereof) is not recovered from any Payment
Recipient that has received such Erroneous Payment (or portion thereof) for any reason, Agent (1) shall be subrogated to all the
rights of such Payment Recipient and (2) is authorized to set off, net and apply any and all amounts at any time owing to such
Payment Recipient under any Loan Document, or otherwise payable or distributable by Agent to such Payment Recipient from any source,
against any amount due to Agent under this Section 17.17 or under the indemnification provisions of this Agreement, (y) the
receipt of an Erroneous Payment by a Payment Recipient shall not for the purpose of this Agreement be treated as a payment,
prepayment, repayment, discharge or other satisfaction of any Obligations owed by the Borrowers or any other Loan Party, except, in
each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is,
comprised of funds received by Agent from the Borrowers or any other Loan Party for the purpose of making for a payment on the
Obligations and (z) to the extent that an Erroneous Payment was in any way or at any time credited as payment or satisfaction of any
of the Obligations, the Obligations or any part thereof that were so credited, and all rights of the Payment Recipient, as the case
may be, shall be reinstated and continue in full force and effect as if such payment or satisfaction had never been received.


 


(f)               
Each party's obligations under this Section 17.17 shall survive the resignation or replacement of Agent or any transfer
of right or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge
of all Obligations (or any portion thereof) under any Loan Document.


 


(g)              
The provisions of this Section 17.17 to the contrary notwithstanding, (i) nothing in this Section 17.17 will constitute
a waiver or release of any claim of any party hereunder arising from any Payment Recipient's receipt of an Erroneous Payment and (ii)
there will only be deemed to be a recovery of the Erroneous Payment to the extent that Agent has received payment from the Payment Recipient
in immediately available funds the Erroneous Payment Return, whether directly from the Payment Recipient, as a result of the exercise
by Agent of its rights of subrogation or set off as set forth above in clause (e) or as a result of the receipt by Agent Assignee of a
payment of the outstanding principal balance of the Loans assigned to Agent Assignee pursuant to an Erroneous Payment Deficiency Assignment,
but excluding any other amounts in respect thereof (it being agreed that any payments of interest, fees, expenses or other amounts (other
than principal) received by Agent Assignee in respect of the Loans assigned to Agent Assignee pursuant to an Erroneous Payment Deficiency
Assignment shall be the sole property of Agent Assignee and shall not constitute a recovery of the Erroneous Payment).


 


[Remainder of Page Intentionally Left Blank;
Signature Pages Follow.]


 






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


 


	 	PARENT:
	 	 
	 	HUDSON TECHNOLOGIES, INC., a New York corporation
	 	 
	 	 
	 	By:	/s/ Brian F. Coleman
	 	Name: Brian F. Coleman
	 	Title: President and Chief Executive Officer



 


	 	BORROWERS:
	 	 
	 	HUDSON HOLDINGS, INC., a Nevada corporation
	 	 
	 	 
	 	By:	 /s/ Brian F. Coleman
	 	Name: Brian F. Coleman
	 	Title: President and Chief Executive Officer



 


	 	HUDSON TECHNOLOGIES COMPANY, a Delaware corporation
	 	 
	 	 
	 	By: 	/s/ Brian F. Coleman
	 	Name: Brian F. Coleman
	 	Title: President and Chief Executive Officer



 


[Signature Page to Credit Agreement]


 






     


     


    

 


	 	TCW ASSET MANAGEMENT COMPANY LLC, as Agent
	 	 
	 	 
	 	By:	/s/ Suzanne Grosso
	 	Name: Suzanne Grosso
	 	Title: Managing Director



 


[Signature Page to Credit Agreement]


 






     


     


    

 


	 	TCW DIRECT LENDING VIII LLC, as a Lender
	 	By: TCW Asset Management Company LLC, its Investment Advisor
	 	 
	 	By: 	/s/ Suzanne Grosso
	 	Name: Suzanne Grosso
	 	Title: Managing Director
	 	 
	 	 
	 	TCW SKYLINE LENDING L.P., as a Lender
	 	By: TCW Asset Management Company LLC, its Investment Advisor
	 	 
	 	By: 	/s/ Suzanne Grosso
	 	Name: Suzanne Grosso
	 	Title: Managing Director
	 	 
	 	 
	 	TCW DIRECT LENDING STRUCTURED SOLUTIONS 2019 LLC, as a Lender
	 	By: TCW Asset Management Company LLC, its Investment Manager
	 	 
	 	By: 	/s/ Suzanne Grosso
	 	Name: Suzanne Grosso
	 	Title: Managing Director
	 	 
	 	 
	 	TMD-DL HOLDINGS LLC, as a Lender
	 	By: TCW Asset Management Company LLC
	 	its Investment Manager and Attorney-in-Fact
	 	 
	 	By: 	/s/ Suzanne Grosso
	 	Name: Suzanne Grosso
	 	Title: Managing Director



 


[Signature Page to Credit Agreement]


 






     


     


    

 


	 	SAFETY NATIONAL CASUALTY CORPORATION, as a Lender
	 	By: TCW Asset Management Company LLC
	 	its Investment Manager and Attorney-in-Fact
	 	 
	 	By: 	/s/ Suzanne Grosso
	 	Name: Suzanne Grosso
	 	Title: Managing Director
	 	 
	 	 
	 	RELIANCE STANDARD LIFE INSURANCE COMPANY, as a Lender
	 	By: TCW Asset Management Company LLC
	 	its Investment Manager and Attorney-in-Fact
	 	 
	 	By: 	/s/ Suzanne Grosso
	 	Name: Suzanne Grosso
	 	Title: Managing Director
	 	 
	 	 
	 	PHILADELPHIA INDEMNITY INSURANCE COMPANY, as a Lender
	 	By: TCW Asset Management Company LLC
	 	its Investment Manager and Attorney-in-Fact
	 	 
	 	By: 	/s/ Suzanne Grosso
	 	Name: Suzanne Grosso
	 	Title: Managing Director
	 	 
	 	 
	 	BUILD PRIVATE CREDIT, L.P., as a Lender
	 	By: TCW Asset Management Company LLC
	 	its Investment Manager and Attorney-in-Fact
	 	 
	 	By: 	/s/ Suzanne Grosso
	 	Name: Suzanne Grosso
	 	Title: Managing Director


 


[Signature Page to Credit Agreement]