Exhibit 10.15


 


EXECUTION VERSION


 


FOURTH AMENDMENT TO CREDIT AGREEMENT


 


THIS
FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of January 3, 2022, is entered into
by and among CLARUS CORPORATION, a Delaware corporation (the “Company”), BLACK DIAMOND RETAIL, INC., a Delaware
corporation (“BDR”), BLACK DIAMOND RETAIL – ALASKA, LLC, a Delaware limited liability company (“BDR-AK”),
SIERRA BULLETS, L.L.C., a Delaware limited liability company (“Sierra”), SKINOURISHMENT, LLC, a Delaware limited liability
company (“Skin”), BLACK DIAMOND RETAIL – COLORADO, LLC, a Delaware limited liability company (“BDR-CO”),
BLACK DIAMOND RETAIL – MONTANA, LLC, a Delaware limited liability company (“BDR-MO”), BLACK DIAMOND RETAIL –
WYOMING, LLC, a Delaware limited liability company (“BDR-WY”) and BARNES BULLETS – MONA, LLC, a Delaware limited
liability company (“Barnes” and, together with the Company, BDR, BDR-AK, Sierra, Skin, BDR-CO, BDR-MO and BDR-WY, each
individually a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”),
the Lenders (as defined below) party hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity,
“Administrative Agent”).


 


RECITALS


 


		A.	The Borrowers, the other parties signatory thereto as “Loan Parties”, the Administrative Agent,
and the financial institutions party thereto as lenders (each individually, a “Lender” and collectively, the “Lenders”)
have previously entered into that certain Credit Agreement, dated as of May 3, 2019 (as amended by a certain First Amendment to Credit
Agreement, dated May 28, 2019, as amended by a certain Second Amendment to Credit Agreement, dated November 12, 2020, as amended
by a certain Third Amendment to Credit Agreement, dated July 1, 2021, and as further amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), pursuant to which the Lenders have made certain loans and financial
accommodations available to Borrowers. Terms used herein without definition shall have the meanings ascribed to them in the Amended Credit
Agreement (as defined below).



 


		B.	The Borrowers have requested that Administrative Agent and the Lenders amend the Credit Agreement, and
Administrative Agent and the Lenders are willing to amend the Credit Agreement pursuant to the terms and conditions set forth herein.



 


		C.	Each Borrower is entering into this Amendment with the understanding and agreement that, except as specifically
provided herein, none of Administrative Agent’s or any Lender’s rights or remedies as set forth in the Credit Agreement and
the other Loan Documents are being waived or modified by the terms of this Amendment.



 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereby agree as follows:


 


1.     Amendments
to Credit Agreement. The Credit Agreement shall be amended to delete the stricken text (indicated textually in the same manner as
the following example: stricken text) and to add the double-underlined text (indicated
textually in the same manner as the following example: double-underlined text)
set forth in the pages of the amended Credit Agreement attached to this Amendment as Exhibit A to this Amendment (the
“Amended Credit Agreement”).


 






     


     


    

 


2.     Conditions
Precedent to Effectiveness of this Amendment. The following shall have occurred (or been waived) before this Amendment is effective
(the date of the satisfaction of such conditions being the “Amendment No. 4 Effective Date”):


 


		a.	Amendment. Administrative Agent shall have received this Amendment fully executed by the Borrowers,
the Lenders, the Administrative Agent and the Issuing Bank.



 


		b.	Fees and Interest. The Lenders and the Administrative Agent shall have received all expenses for
which invoices have been presented (including the reasonable fees and expenses of legal counsel) on or before the Amendment No. 4
Effective Date.



 


3.     Representations
and Warranties. Each Borrower represents and warrants as follows:


 


		a.	Authority. Each Borrower has the requisite organizational power and authority to execute and deliver
this Amendment, and to perform its obligations hereunder and under the Loan Documents (as amended or modified hereby) to which it is a
party. The execution, delivery, and performance by each Borrower of this Amendment have been duly approved by all necessary organizational
actions and do not contravene any law or any contractual restriction binding on such Borrower.



 


		b.	Enforceability. This Amendment has been duly executed and delivered by each Borrower. This Amendment
and each Loan Document (as amended or modified hereby) is the legal, valid, and binding obligation of each Borrower, enforceable against
each Borrower in accordance with its terms, and is in full force and effect.



 


		c.	Representations and Warranties. The representations and warranties of the Borrowers in the Amended
Credit Agreement are true and correct in all material respects with the same effect as though made on the date hereof (it being understood
and agreed that any representation or warranty which by its terms is made as of a specified date is true and correct in all material respects
only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required
to be true and correct in all respects).



 


		d.	No Default. No event has occurred and is continuing that constitutes a Default or Event of Default.



 





4.     Choice
of Law. This Amendment shall be governed by and construed in accordance with the internal laws (and not the laws of conflicts) of
the State of New York, but giving effect to federal laws applicable to national banks.


 


5.     Counterparts.
This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute
an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature
page of this Amendment by, subject to Section 9.06(b) of the Amended Credit Agreement, that is an Electronic Signature
transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall
be effective as delivery of a manually executed counterpart of this Amendment.


 






    2 


     


    

 


6.     Reference
to and Effect on the Loan Documents.


 


		a.	Upon and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this
Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference
in the other Loan Documents to “the Credit Agreement”, “thereof” or words of like import referring to the Credit
Agreement, shall mean and be a reference to the Amended Credit Agreement.



 


		b.	Except as specifically set forth in this Amendment, the Amended Credit Agreement and all other Loan Documents,
including the Liens granted therein, are and shall continue to be in full force and effect and are hereby in all respects ratified, and
confirmed and shall constitute the legal, valid, binding, and enforceable obligations of Borrowers and the other Loan Parties to Administrative
Agent and the Lenders without defense, offset, claim, or contribution.



 


		c.	The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power, or remedy of Administrative Agent or any Lender under any of the Loan Documents, nor constitute
a waiver of any provision of any of the Loan Documents.



 


		d.	This Amendment is a Loan Document.



 


7.     Ratification.
Each Borrower hereby restates, ratifies and reaffirms each and every term and condition set forth in the Amended Credit Agreement and
the Loan Documents, including the Liens granted therein, effective as of the date hereof. Without limiting the foregoing, each Borrower
party hereto, as debtor, grantor, pledgor, guarantor, or another similar capacity in which such Borrower grants liens or security interests
in its properties or otherwise acts as a guarantor, joint or several obligor or other accommodation party, as the case may be, in each
case under the Loan Documents, hereby each (a) ratifies and reaffirms all of its payment and performance obligations, contingent
or otherwise, under each of the Loan Documents to which it is a party and (b) to the extent such Borrower granted liens on or security
interests in any of its properties pursuant to any of the Loan Documents, hereby ratifies and reaffirms such grant of security (and any
filings with Governmental Authorities made in connection therewith) and confirms that such liens and security interests continue to secure
the Secured Obligations, including, without limitation, all additional Obligations resulting from or incurred pursuant to the Amended
Credit Agreement.


 


8.     Estoppel.
To induce Administrative Agent and Lenders to enter into this Amendment and to induce Administrative Agent and the Lenders to continue
to make advances to Borrowers under the Amended Credit Agreement, each Borrower hereby acknowledges and agrees that, after giving effect
to this Amendment, as of the date hereof, there exists no Default or Event of Default and no right of offset, defense, counterclaim, or
objection in favor of any Borrower as against Administrative Agent or any Lender with respect to the Obligations.


 


9.     Integration.
This Amendment, together with the other Loan Documents, incorporates all negotiations of the parties hereto with respect to the subject
matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.


 


10.   Severability.
In case any provision in this Amendment shall be invalid, illegal, or unenforceable, such provision shall be severable from the remainder
of this Amendment and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired
thereby.


 






    3 


     


    

 


11.   Submission
of Amendment. The submission of this Amendment to the parties or their agents or attorneys for review or signature does not constitute
a commitment by Administrative Agent or any Lender to waive any of their respective rights and remedies under the Loan Documents, and
this Amendment shall have no binding force or effect until all of the conditions to the effectiveness of this Amendment have been satisfied
as set forth herein.


 


12.   No
Novation. Neither the execution, delivery and acceptance of this Amendment nor any of the terms, covenants, conditions or other provisions
set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or Secured Obligations under the
Credit Agreement or to pay, extinguish, release, satisfy or discharge (a) the Secured Obligations under the Credit Agreement, (b) the
liability of any Loan Party under the Credit Agreement or the other Loan Documents executed and delivered in connection therewith or any
Secured Obligations or other obligations evidenced thereby, or (c) any mortgages, deeds of trust, liens, security interests or contractual
or legal rights securing all or any part of such Secured Obligations.


 


[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]


 






    4 


     


    

 


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


 



	 	BORROWERS: 



CLARUS CORPORATION,
	 	a Delaware corporation
	 	 	 	 
	 	By	 	/s/ Aaron J. Kuehne             
	 	 	Name:	Aaron J. Kuehne
	 	 	Title:	Chief Financial Officer,
	 	 	 	Chief Administrative Officer, 

Treasurer and Secretary
	 	 	 	 
	 	BLACK DIAMOND RETAIL, INC.,
	 	a Delaware corporation
	 	 	 	 
	 	By	 	/s/ Aaron J. Kuehne
	 	 	Name:	Aaron J. Kuehne
	 	 	Title:	Chief Financial Officer and Secretary
	 	 	 	 
	 	BLACK DIAMOND RETAIL – ALASKA, LLC,
	 	a Delaware limited liability company
	 	 	 	 
	 	By	 	/s/ Aaron J. Kuehne
	 	 	Name:	Aaron J. Kuehne
	 	 	Title:	Chief Financial Officer and Secretary
	 	 	 	 
	 	SIERRA BULLETS, L.L.C.,
	 	a Delaware limited liability company
	 	 	 	 
	 	By	 	/s/ Aaron J. Kuehne
	 	 	Name:	Aaron J. Kuehne
	 	 	Title:	Secretary
	 	 	 	 
	 	SKINOURISHMENT, LLC,
	 	a Delaware limited liability company
	 	 	 	 
	 	By	 	/s/ Aaron J. Kuehne
	 	 	Name:	Aaron J. Kuehne
	 	 	Title:	Treasurer and Secretary



 


[Signature Page to Fourth Amendment to Credit Agreement]


 






     


     


    

 


	 	BLACK DIAMOND RETAIL – COLORADO, LLC,
	 	a Delaware limited liability company
	 	 	 	 
	 	By	 	/s/ Aaron J. Kuehne
	 	 	Name:	Aaron J. Kuehne
	 	 	Title:	Chief Financial Officer and Secretary
	 	 	 	 
	 	BLACK DIAMOND RETAIL – MONTANA, LLC,
	 	a Delaware limited liability company
	 	 	 	 
	 	By	 	/s/ Aaron J. Kuehne
	 	 	Name:	Aaron J. Kuehne
	 	 	Title:	Chief Financial Officer and Secretary
	 	 	 	 
	 	BARNES BULLETS – MONA, LLC,
	 	a Delaware limited liability company
	 	 	 	 
	 	By	 	/s/ Aaron J. Kuehne
	 	 	Name:	Aaron J. Kuehne
	 	 	Title:	Secretary
	 	 	 	 
	 	BLACK DIAMOND RETAIL – WYOMING, LLC,
	 	a Delaware limited liability company
	 	 	 	 
	 	By	 	/s/ Aaron J. Kuehne
	 	 	Name:	Aaron J. Kuehne
	 	 	Title:	Chief Financial Officer and Secretary



 


[Signature Page to Fourth Amendment to Credit Agreement]


 






     


     


    

 


	 	LENDERS: JPMORGAN CHASE BANK, N.A.,
    

as Administrative Agent, Issuing Bank and individually as a Lender
	 	 	 	 
	 	By	 	/s/ Kristin L. Gubler
	 	 	Name:	Kristin L. Gubler
	 	 	Title:	Authorized Signer



 


[Signature Page to Fourth Amendment to Credit Agreement]


 






     


     


    




	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

 as
    Syndication Agent and individually as a Lender
	 	 	 	 
	 	By:	 	/s/ Nate Quist
	 	 	Name:	Nate Quist
	 	 	Title:	VP



 


[Signature Page to Fourth Amendment to Credit Agreement]


 



     


     


    




	 	 	 	 
	 	REGIONS BANK,

 as Co-Documentation Agent and individually as a Lender
	 	 	 	 
	 	By:	 	/s/ Kyle Hene
	 	 	Name:	Kyle Hene
	 	 	Title:	Vice President



 


[Signature Page to Fourth Amendment to Credit Agreement]


 



     


     


    




	 	 	 	 
	 	BANK OF AMERICA, N.A., 

as Co-Documentatjion
    Agent and individually as a Lender
	 	 	 	 
	 	By:	 	/s/ Reese Morikubo
	 	 	Name:	Reese Morikubo
	 	 	Title:	Vice President
	 	 	 	 



 


[Signature Page to Fourth Amendment to Credit Agreement]


 






     


     


    

 


	 	ZIONS BANCORPORATION, N.A., DBA
ZIONS BANK, 

as a Lender
	 	 	 	 
	 	By:	 	Raymond E. Sweger
	 	 	Name:	Raymond E. Sweger
	 	 	Title:	Senior Vice President



 


[Signature Page to Fourth Amendment to Credit Agreement]


 






     


     


    

 


EXHIBIT A


 


Amended Credit Agreement


 


[Attached]


 






     


     


    

 





 


EXHIBIT A 


 





 



 





 


CREDIT AGREEMENT


 


dated as of


 


May 3, 2019,

as amended on May 28, 2019,

as further amended on November 12, 2020, and

as further amended July 1, 2021


 


among


 


CLARUS CORPORATION,

BLACK DIAMOND RETAIL, INC., BLACK DIAMOND RETAIL - ALASKA, LLC,

SIERRA BULLETS, L.L.C., SKINOURISHMENT, LLC,

BLACK DIAMOND RETAIL – COLORADO, LLC,

BLACK DIAMOND RETAIL – MONTANA, LLC,

BLACK DIAMOND RETAIL – WYOMING, LLC, and BARNES BULLETS – MONA, LLC,

as Borrowers,


 


The other Loan Parties Party Hereto,


 


The Lenders Party Hereto,


 


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent,


 


U.S. BANK NATIONAL ASSOCIATION,

as Syndication Agent,


 


and


 


REGIONS BANK and BANK OF AMERICA, N.A.,

as Co-Documentation Agents


 





 



 


JPMORGAN CHASE BANK, N.A.,

as Sole Bookrunner and Sole Lead Arranger


 





 



 






     


     


    

 


TABLE OF CONTENTS


 


Page


 


	ARTICLE I DEFINITIONS 	1
	 	 	 
	 	SECTION 1.01.	Defined Terms	1
	 	 	 
	 	SECTION 1.02.	Classification of Loans and Borrowings	3542
	 	 	 
	 	SECTION 1.03.	Terms Generally	3542
	 	 	 
	 	SECTION 1.04.	Accounting Terms; GAAP	3542
	 	 	 
	 	SECTION 1.05.	Currency Translations; Currency Matters	3643
	 	 	 
	 	SECTION 1.06.	Status of Obligations	3644
	 	 	 
	 	SECTION 1.07.	Interest Rates; LIBOR Notification	3744
	 	 	 
	 	SECTION 1.08.	Letters of Credit	3745
	 	 	 
	 	SECTION 1.09.	Divisions	3845
	 	 	 
	ARTICLE II THE CREDITS 	3845
	 	 	 
	 	SECTION 2.01.	Commitments	3845
	 	 	 
	 	SECTION 2.02.	Loans and Borrowings	3846
	 	 	 
	 	SECTION 2.03.	Requests for Borrowings	3947
	 	 	 
	 	SECTION 2.04.	[Intentionally Omitted]Determination of Dollar Amounts	3947
	 	 	 
	 	SECTION 2.05.	Swingline Loans	4047
	 	 	 
	 	SECTION 2.06.	Letters of Credit	4048
	 	 	 
	 	SECTION 2.07.	Funding of Borrowings	4453
	 	 	 
	 	SECTION 2.08.	Interest Elections	4553
	 	 	 
	 	SECTION 2.09.	Termination of Commitments; Increase in Commitments	4655
	 	 	 
	 	SECTION 2.10.	Repayment and Amortization of Loans; Evidence of Debt	4857
	 	 	 
	 	SECTION 2.11.	Prepayment of Loans	4958
	 	 	 
	 	SECTION 2.12.	Fees	5060
	 	 	 
	 	SECTION 2.13.	Interest	5060
	 	 	 
	 	SECTION 2.14.	Alternate Rate of Interest; Illegality	5161
	 	 	 
	 	SECTION 2.15.	Increased Costs	5365
	 	 	 
	 	SECTION 2.16.	Break Funding Payments	5566
	 	 	 
	 	SECTION 2.17.	Withholding of Taxes; Gross-Up	5567



 





 






     i


     


    

 


	 	SECTION 2.18.	Payments Generally; Allocation of Proceeds; Sharing of Set-offs	5870
	 	 	 
	 	SECTION 2.19.	Mitigation Obligations; Replacement of Lenders	6173
	 	 	 
	 	SECTION 2.20.	Defaulting Lenders	6174
	 	 	 
	 	SECTION 2.21.	Returned Payments	6375
	 	 	 
	 	SECTION 2.22.	Banking Services and Swap Agreements	6375
	 	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES 	6376
	 	 	 
	 	SECTION 3.01.	Organization; Powers	6376
	 	 	 
	 	SECTION 3.02.	Authorization; Enforceability	6376
	 	 	 
	 	SECTION 3.03.	Governmental Approvals; No Conflicts	6476
	 	 	 
	 	SECTION 3.04.	Financial Condition; No Material Adverse Change	6476
	 	 	 
	 	SECTION 3.05.	Properties	6476
	 	 	 
	 	SECTION 3.06.	Litigation and Environmental Matters	6477
	 	 	 
	 	SECTION 3.07.	Compliance with Laws and Agreements; No Default	6577
	 	 	 
	 	SECTION 3.08.	Investment Company Status	6577
	 	 	 
	 	SECTION 3.09.	Taxes	6577
	 	 	 
	 	SECTION 3.10.	ERISA	6577
	 	 	 
	 	SECTION 3.11.	Disclosure	6578
	 	 	 
	 	SECTION 3.12.	Material Agreements	6678
	 	 	 
	 	SECTION 3.13.	Solvency	6678
	 	 	 
	 	SECTION 3.14.	Insurance	6679
	 	 	 
	 	SECTION 3.15.	Capitalization and Subsidiaries	6779
	 	 	 
	 	SECTION 3.16.	Security Interest in Collateral	6779
	 	 	 
	 	SECTION 3.17.	Employment Matters	6779
	 	 	 
	 	SECTION 3.18.	Federal Reserve Regulations	6780
	 	 	 
	 	SECTION 3.19.	Use of Proceeds	6780
	 	 	 
	 	SECTION 3.20.	No Burdensome Restrictions	6780
	 	 	 
	 	SECTION 3.21.	Anti-Corruption Laws and Sanctions	6880
	 	 	 
	 	SECTION 3.22.	Common Enterprise	6880
	 	 	 
	 	SECTION 3.23.	EEAAffected Financial Institutions	6880
	 	 	 
	 	SECTION 3.24.	Carrying on Business; Assets	6881



  






     ii


     


    

 


	ARTICLE IV CONDITIONS 	6881
	 	 	 
	 	SECTION 4.01.	Effective Date	6881
	 	 	 
	 	SECTION 4.02.	Each Credit Event	7183
	 	 	 
	ARTICLE V AFFIRMATIVE COVENANTS 	7184
	 	 	 
	 	SECTION 5.01.	Financial Statements; Other Information	7184
	 	 	 
	 	SECTION 5.02.	Notices of Material Events	7486
	 	 	 
	 	SECTION 5.03.	Existence; Conduct of Business	7587
	 	 	 
	 	SECTION 5.04.	Payment of Obligations	7588
	 	 	 
	 	SECTION 5.05.	Maintenance of Properties	7588
	 	 	 
	 	SECTION 5.06.	Books and Records; Inspection Rights	7588
	 	 	 
	 	SECTION 5.07.	Compliance with Laws and Material Contractual Obligations	7688
	 	 	 
	 	SECTION 5.08.	Use of Proceeds	7688
	 	 	 
	 	SECTION 5.09.	Accuracy of Information	7689
	 	 	 
	 	SECTION 5.10.	Insurance	7789
	 	 	 
	 	SECTION 5.11.	Casualty and Condemnation	7790
	 	 	 
	 	SECTION 5.12.	Depository Banks	7790
	 	 	 
	 	SECTION 5.13.	Additional Collateral; Further Assurances	7790
	 	 	 
	 	SECTION 5.14.	Other Debt	7892
	 	 	 
	 	SECTION 5.15.	Real Estate Requirements	92
	 	 	 
	ARTICLE VI NEGATIVE COVENANTS 	7994
	 	 	 
	 	SECTION 6.01.	Indebtedness	7994
	 	 	 
	 	SECTION 6.02.	Liens	8196
	 	 	 
	 	SECTION 6.03.	Fundamental Changes	8398
	 	 	 
	 	SECTION 6.04.	Investments, Loans, Advances, Guarantees and Acquisitions	8498
	 	 	 
	 	SECTION 6.05.	Asset Sales	86101
	 	 	 
	 	SECTION 6.06.	Sale and Leaseback Transactions	87102
	 	 	 
	 	SECTION 6.07.	Swap Agreements	87102
	 	 	 
	 	SECTION 6.08.	Restricted Payments; Certain Payments of Indebtedness	87102
	 	 	 
	 	SECTION 6.09.	Transactions with Affiliates	88103
	 	 	 
	 	SECTION 6.10.	Restrictive Agreements	89103
	 	 	 
	 	SECTION 6.11.	Amendment of Material Documents	89104
	 	 	 
	 	SECTION 6.12.	Consolidated Total Leverage Ratio	89104
	 	 	 
	 	SECTION 6.13.	Consolidated Fixed Charge Coverage Ratio	89104



  






     iii


     


    

 


	ARTICLE VII EVENTS OF DEFAULT 	89104
	 	 	 
	ARTICLE VIII THE ADMINISTRATIVE AGENT 	92107
	 	 	 
	 	SECTION 8.01.	Appointment	92107
	 	 	 
	 	SECTION 8.02.	Rights
    as a Lender	92108
	 	 	 
	 	SECTION 8.03.	Duties
    and Obligations	92108
	 	 	 
	 	SECTION 8.04.	Reliance	93109
	 	 	 
	 	SECTION 8.05.	Actions
    through Sub-Agents	93109
	 	 	 
	 	SECTION 8.06.	Resignation	93109
	 	 	 
	 	SECTION 8.07.	Non-Reliance	94110
	 	 	 
	 	SECTION 8.08.	Certain
    ERISA Matters	95111
	 	 	 
	 	SECTION 8.09.	Not
    Partners or Co-Venturers; Administrative Agent as Representative of the Secured Parties	96112
	 	 	 
	 	SECTION 8.10.	Flood
    Laws	96112
	 	 	 
	 	SECTION 8.11.	Payments.	112
	 	 	 
	ARTICLE IX MISCELLANEOUS 	97113
	 	 	 
	 	SECTION 9.01.	Notices	97113
	 	 	 
	 	SECTION 9.02.	Waivers;
    Amendments	99116
	 	 	 
	 	SECTION 9.03.	Expenses;
    Indemnity; Damage Waiver	101118
	 	 	 
	 	SECTION 9.04.	Successors
    and Assigns	103120
	 	 	 
	 	SECTION 9.05.	Survival	107124
	 	 	 
	 	SECTION 9.06.	Counterparts;
    Integration; Effectiveness; Electronic Execution	107124
	 	 	 
	 	SECTION 9.07.	Severability	108125
	 	 	 
	 	SECTION 9.08.	Right
    of Setoff	108125
	 	 	 
	 	SECTION 9.09.	Governing
    Law; Jurisdiction; Consent to Service of Process	109125
	 	 	 
	 	SECTION 9.10.	WAIVER
    OF JURY TRIAL	109126
	 	 	 
	 	SECTION 9.11.	Headings	109127
	 	 	 
	 	SECTION 9.12.	Confidentiality	110127
	 	 	 
	 	SECTION 9.13.	Several
    Obligations; Nonreliance; Violation of Law	111128



 









     iv


     


    

 


	 	SECTION 9.14.	USA PATRIOT Act	111128
	 	 	 
	 	SECTION 9.15.	Disclosure	111128
	 	 	 
	 	SECTION 9.16.	Appointment for Perfection	111128
	 	 	 
	 	SECTION 9.17.	Interest Rate Limitation	111128
	 	 	 
	 	SECTION 9.18.	Marketing Consent	111129
	 	 	 
	 	SECTION 9.19.	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	111129
	 	 	 
	 	SECTION 9.20.	No Fiduciary Duty, etc.	112129
	 	 	 
	ARTICLE X LOAN GUARANTY 	113130
	 	 	 
	 	SECTION 10.01.	Guaranty	113130
	 	 	 
	 	SECTION 10.02.	Guaranty of Payment	113131
	 	 	 
	 	SECTION 10.03.	No Discharge or Diminishment of Loan Guaranty	113131
	 	 	 
	 	SECTION 10.04.	Defenses Waived	114131
	 	 	 
	 	SECTION 10.05.	Rights of Subrogation	114132
	 	 	 
	 	SECTION 10.06.	Reinstatement; Stay of Acceleration	114132
	 	 	 
	 	SECTION 10.07.	Information	115132
	 	 	 
	 	SECTION 10.08.	TerminationRelease of Subsidiary Guarantors	115132
	 	 	 
	 	SECTION 10.09.	Taxes	115133
	 	 	 
	 	SECTION 10.10.	Maximum Liability	115133
	 	 	 
	 	SECTION 10.11.	Contribution	115133
	 	 	 
	 	SECTION 10.12.	Liability Cumulative	116134
	 	 	 
	 	SECTION 10.13.	Keepwell	116134
	 	 	 
	 	SECTION 10.14.	Acknowledgement Regarding Any Supported QFCs	116134
	 	 	 
	 	SECTION 10.15.	Joint and Several	117135
	 	 	 
	ARTICLE XI THE BORROWER REPRESENTATIVE 	118136
	 	 	 
	 	SECTION 11.01.	Appointment; Nature of Relationship	118136
	 	 	 
	 	SECTION 11.02.	Powers	118136
	 	 	 
	 	SECTION 11.03.	Employment of Agents	118136
	 	 	 
	 	SECTION 11.04.	Intentionally Omitted	118136
	 	 	 
	 	SECTION 11.05.	Successor Borrower Representative	118136
	 	 	 
	 	SECTION 11.06.	Execution of Loan Documents	118136



  






     v


     


    

 


	SCHEDULES:
	Commitment
    Schedule
	Schedule 3.05
    -- Properties
	Schedule 3.06
    -- Disclosed Matters
	Schedule 3.12
    – Material Agreements
	Schedule 3.14
    -- Insurance
	Schedule 3.15
    – Capitalization and Subsidiaries
	Schedule 6.01
    -- Existing Indebtedness
	Schedule 6.02
    -- Existing Liens
	Schedule 6.04
    -- Existing Investments
	Schedule 6.10
    -- Existing Restrictions
	 
	EXHIBITS:
	Exhibit A
    – Form of Assignment and Assumption 
	Exhibit B
    – Form of Borrowing Request 
	Exhibit C
    – Form of Interest Election Request 
	Exhibit D
    – Form of Joinder Agreement 
	Exhibit E
    – Form of Compliance Certificate 
	Exhibit F
    – Form of Instrument of Adherence



 






     vi


     


    

 


 


CREDIT AGREEMENT dated as
of May 3, 2019, as amended on May 28, 2019, as further amended on November 12, 2020 and as further amended on July 1,
2021 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) among
CLARUS CORPORATION, a Delaware corporation (the “Company”), BLACK DIAMOND RETAIL, INC., a Delaware corporation
(“BDR”), BLACK DIAMOND RETAIL – ALASKA, LLC, a Delaware limited liability company (“BDR-AK”),
SIERRA BULLETS, L.L.C., a Delaware limited liability company (“Sierra”), SKINOURISHMENT, LLC, a Delaware limited liability
company (“Skin”), BLACK DIAMOND RETAIL – COLORADO, LLC, a Delaware limited liability company (“BDR-CO”),
BLACK DIAMOND RETAIL – MONTANA, LLC, a Delaware limited liability company (“BDR-MO”), BLACK DIAMOND RETAIL –
WYOMING, LLC, a Delaware limited liability company (“BDR-WY”), and BARNES BULLETS – MONA, LLC, a Delaware limited
liability company (“Barnes” and together with the Company, BDR, BDR-AK, Sierra, Skin, BDR-CO, BDR-MO and BDR-WY and
any other Person that joins this Agreement as a Borrower in accordance with the terms hereof, are referred to hereinafter each individually
as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the other Loan
Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.


 


The parties hereto agree
as follows:


 


ARTICLE I


 


DEFINITIONS


 


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


 


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


 


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


 


“Additional Lender”
has the meaning assigned to such term in Section 2.09.


 


“Additional Term
Lenders” means, as of any date of determination, Lenders having an Additional Term Loan Commitment.


 


“Additional Term
Loan Commitment” means as to any Additional Term Lender, the commitment of such Additional Term Lender to make Additional Term
Loans as set forth on Exhibit C to the Third Amendment or in the most recent Assignment and Assumption executed by such Additional
Term Lender, as applicable.


 


“Additional Term
Loans” means the term loans extended by the Additional Term Lenders to the Borrowers on the Third Amendment Effective Date
pursuant to Section 2.01(b) hereof.


 






     


     


    

 


“Adjusted
AUD Rate” means, with respect to any Term Benchmark Borrowing denominated in Australian Dollars for any Interest Period, an interest
rate per annum equal to (a) the AUD Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that,
if the Adjusted AUD Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes
of this Agreement.


 


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


 


“Adjusted
LIBONZD
Rate” means, with respect to any Term Benchmark Borrowing denominated
in New Zealand Dollars for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to (a) the LIBONZD
Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate;
provided that, if the Adjusted NZD Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor
for the purposes of this Agreement.


 


“Administrative
Agent” means JPMorgan Chase Bank, N.A. (including its branches and affiliates), in its capacity as administrative agent and
security trustee (where applicable) for the Lenders hereunder.


 


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


 


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


 


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


 


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


 


“Agreed
Currencies” means (i) Dollars and (ii) each Foreign Currency.


 


“Aggregate Revolving
Commitment” means, at any time, the aggregate of the Revolving Commitments of all of the Lenders, as increased or reduced from
time to time pursuant to the terms and conditions hereof. As of the Third Amendment Effective Date, the Aggregate Revolving Commitment
is $100,000,000.


 


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


 


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


 


“Aggregate Term
Loan Commitment” means, at any time, the aggregate amount of the unused Additional Term Loan Commitments of all of the Lenders
at such time. As of the Third Amendment Effective Date, prior to giving effect to the funding of the Additional Term Loans, the Aggregate
Term Loan Commitment is $125,000,000.


 


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


 






    2


     


    

 


“Allocable Amount”
has the meaning assigned to such term in Section 10.11. “ALTA” means the American Land Title Association.


 


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


 


“Amendment
No. 4 Effective Date” means January 3, 2022.


 


“Ancillary Document”
has the meaning assigned to it in Section 9.06(b).


 


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


 


“Applicable Percentage”
means, with respect to any Lender, (a) with respect to Revolving Loans, LC Exposure or Swingline Loans, a percentage equal to a
fraction the numerator of which is such Lender’s Revolving Commitment and the denominator of which is the Aggregate Revolving Commitment
provided that, if the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon such
Lender’s share of the Aggregate Revolving Exposure at that time, and (b) with respect to the Term Loans, a percentage equal
to a fraction the numerator of which is such the sum of such Lender’s Additional Term Loan Commitment (if any) and outstanding
Term Loans held by such Lender and the denominator of which is the sum of the Aggregate Term Loan Commitment (if any) and aggregate outstanding
Term Loans held by all Lenders; provided that, in accordance with Section 2.20, so long as any Lender shall be a Defaulting
Lender, such Defaulting Lender’s Revolving Commitment shall be disregarded in the foregoing calculation.


 


“Applicable Rate”
means, for any day, with respect to any Loan, or with respect to the commitment fees payable hereunder, as the case may be, the applicable
rate per annum set forth below under the caption “Revolver ABR Spread”, “Term Benchmark Spread for Revolving Loans”,
“Term Loan ABR Spread”, “Term Benchmark Spread for Term Loans” or “Commitment Fee Rate”, as the case
may be, based upon the Consolidated Total Leverage Ratio measured on a trailing twelve month basis, as of the most recent determination
date; provided that, until the delivery to the Administrative Agent of the Company’s consolidated financial statements delivered
pursuant to Section 5.01 for the fiscal quarter ending June 30, 2021, the “Applicable Rate” shall be the applicable
rates per annum set forth below in Category 4:


 


	Consolidated Total Leverage Ratio	 	Term Benchmark Spread for Revolving Loans	 	 	Revolver ABR Spread	 	 	Term Benchmark Spread for Term Loans	 	 	Term Loan ABR Spread	 	 	Commitment Fee Rate	 
	Category 1 
<1.50
    to 1.00	 	 	1.500	%	 	 	0.500	%	 	 	1.500	%	 	 	0.500	%	 	 	0.15	%
	Category 2 
≥1.50 to
    1.00 and < 2.50 to 1.00	 	 	1.875	%	 	 	0.875	%	 	 	1.875	%	 	 	0.875	%	 	 	0.20	%
	Category 3 
≥2.50 to
    1.00 and < 3.50 to 1.00	 	 	2.250	%	 	 	1.250	%	 	 	2.250	%	 	 	1.250	%	 	 	0.25	%
	Category 4 
≥ 3.50 to
    1.00	 	 	2.625	%	 	 	1.625	%	 	 	2.625	%	 	 	1.625	%	 	 	0.30	%



 






    3


     


    

 


For purposes of the foregoing
Categories, (a) the Applicable Rate shall be determined as of the end of each fiscal quarter of the Company based upon the Company’s
annual or monthly (that is a quarter end) consolidated financial statements delivered pursuant to Section 5.01 and (b) each
change in the Applicable Rate resulting from a change in the Consolidated Total Leverage Ratio shall be effective during the period commencing
on and including the date of delivery to the Administrative Agent of such consolidated financial statements indicating such change and
ending on the date immediately preceding the effective date of the next such change, provided that (i) the Consolidated Total
Leverage Ratio shall be deemed to be in Category 4 at the option of the Administrative Agent or at the request of the Required Lenders
if the Company fails to deliver the annual or monthly (that is a quarter end) consolidated financial statements required to be delivered
by it pursuant to Section 5.01, during the period from the expiration of the time for delivery thereof until such consolidated financial
statements are delivered and (ii) notwithstanding anything in this Agreement to the contrary, solely for purposes of determining
the Applicable Rate that is based on the Company’s consolidated financial statements delivered pursuant to Section 5.01 for
the fiscal quarter ending June 30, 2021, such calculation of the Applicable Rate shall be based on such consolidated financial statements
after giving pro forma effect to the consummation of the Project Oscar Acquisition and the other Project Oscar Transactions, the incurrence
of the Additional Term Loans and the incurrence or assumption of any other Loans and Indebtedness in connection with the Project Oscar
Acquisition, in a manner reasonably satisfactory to the Administrative Agent.


 


If at any time the
Administrative Agent determines that the financial statements upon which the Applicable Rate was determined were incorrect (whether
based on a restatement, fraud or otherwise), or any ratio or compliance information in a Compliance Certificate or other
certification was incorrectly calculated, relied on incorrect information or was otherwise not accurate, true or correct,
(x) if the Applicable Rate would have been higher for such period, the Borrowers shall be required to retroactively pay any
additional amount that the Borrowers would have been required to pay if such financial statements, Compliance Certificate or other
information had been accurate and/or computed correctly at the time they were delivered and (y) if the Applicable Rate would
have been lower for such period, the Administrative Agent shall credit the Borrowers on future interest payments on behalf of the
applicable Lenders the difference between the amount that would have accrued and been due and payable and the amount actually paid
in respect of such period.


 


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


 


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


 






    4


     


    

 


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


 


“AUD
Interpolated Rate” means, at any time, with respect to any Term Benchmark Borrowing denominated in Australian Dollars and for any
Interest Period, the rate per annum (rounded to the same number of decimal places as the AUD Screen Rate) determined by the Administrative
Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating
on a linear basis between: (a) the AUD Screen Rate for the longest period (for which the AUD Screen Rate is available) that is shorter
than the Impacted AUD Rate Interest Period; and (b) the AUD Screen Rate for the shortest period (for which the AUD Screen Rate is
available) that exceeds the Impacted AUD Rate Interest Period, in each case, at such time; provided that if any AUD Interpolated Rate
shall be less than 0%, such rate shall be deemed to be 0% for the purposes of this Agreement.


 


“AUD
Rate” means, with respect to any Term Benchmark Borrowing denominated in Australian Dollars and for any Interest Period, the AUD
Screen Rate at approximately 11:00 a.m., Sydney, Australia time, on the first day of such Interest Period; provided that, if the
AUD Screen Rate shall not be available at such time for such Interest Period (an “Impacted AUD Rate Interest Period”) with
respect to Australian Dollars, then the AUD Rate shall be the AUD Interpolated Rate.


 


“AUD
Screen Rate” means, for any day and time, with respect to any Term Benchmark Borrowing denominated in Australian Dollars and for
any Interest Period, the average bid reference rate administered by ASX Benchmarks Pty Limited (ACN 616 075 417) (or any other Person
that takes over the administration of such rate) for Australian Dollar bills of exchange with a tenor equal in length to such Interest
Period as displayed on page BBSY of the Reuters screen (or, in the event such rate does not appear on such Reuters page, on any
successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service
that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion); provided that
if, the AUD Screen Rate shall be less than the Floor, the AUD Screen Rate shall be deemed to be the Floor for purposes of this Agreement.


 


“Augmenting Lender”
has the meaning assigned to such term in Section 2.09(d).


 


“Austria GmbH Debt
Agreement” has the meaning assigned to such term in Section 6.04.


 


“Australian Corporations
Act” means the Corporations Act 2001 (Cth).


 


“Australian
Dollars” means that lawful currency of Australia.


 


“Australian
Entity” means any Person incorporated or established under the laws of Australia (including any State or territory of Australia).


 


“Australian
Loan Party” means any Loan Party that is an Australian Entity.


 


“Australian PPSA”
means Personal Property Securities Act 2009 (Cth) and any regulations in force at any time under the PPSA, including the Personal Property
Securities Regulations 2010 (Cth).


 


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


 






    5


     


    

 


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


 


“Available Tenor”
means, as of any date of determination and with respect to the then-current Benchmark for
any Agreed Currency, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated
with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest
Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement
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 clause (g) of Section 2.14.


 


“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).


 


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


 


“Banking Services
Obligations” means any and all obligations of the Loan Parties and their Subsidiaries, whether absolute or contingent and howsoever
and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions
therefor) in connection with Banking Services, provided, however, Banking Services Obligations in respect of Lease Financing shall be
limited to Lease Deficiency Obligations.


 


“Bankruptcy Code”
means the Bankruptcy Reform Act of 1978, as codified at 11 U.S.C. §§ 101 et seq.


 


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


 






    6


     


    

 


“Benchmark”
means, initially, LIBO Ratewith
respect to any Loan or Borrowing denominated in any Agreed Currency, the Relevant Rate for such Agreed Currency; provided
that if a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as
applicable, and its related Benchmark Replacement Date have occurred with respect to LIBOthe
applicable Relevant Rate or the then-current Benchmark for
such Agreed Currency, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark
Replacement has replaced such prior benchmark rate pursuant to clause (c) or clause (d) of Section 2.14.


 


“Benchmark Replacement”
means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent
for the applicable Benchmark Replacement Date; provided that, in the case of any
Loan denominated in an Agreed Currency other than Dollars or in the case of an Other Benchmark Rate Election, “Benchmark
Replacement” shall mean the alternative set forth in (3) below:


 


(1)         in
the case of any Loan denominated in Dollars, the sum of: (a) Term SOFR and (b) the related Benchmark Replacement
Adjustment;


 


(2)         in
the case of any Loan denominated in Dollars, the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement
Adjustment;


 


(3)         the
sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower Representative as the
replacement for the then-current Benchmark for the applicable Corresponding Tenor 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 denominated
in the applicable Agreed Currency at such time in
the United States and (b) the related Benchmark Replacement Adjustment;


 


provided that, in the case
of clause (1) above,
such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time
as selected by the Administrative Agent in its reasonable discretion; provided further that, in the case of clause (3) above,
when such clause is used to determine the Benchmark Replacement in connection with the occurrence of an Other Benchmark Rate Election,
the alternate benchmark rate selected by the Administrative Agent and the Borrower shall be the term benchmark rate that is used in lieu
of a LIBOR-based rate in the relevant other dollar-denominated syndicated credit facilities; provided further that, notwithstanding anything
to the contrary in this Agreement or in any other Loan Document, upon the occurrence of a Term SOFR Transition Event, and the delivery
of a Term SOFR Notice, on the applicable Benchmark Replacement Date the “Benchmark Replacement” shall revert to and shall
be deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, as set forth in clause (1) of
this definition (subject to the first proviso immediately
above).


 


If the Benchmark Replacement
as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be
deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.


 






    7


     


    

 


“Benchmark Replacement
Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for
any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:


 


(1)            for
purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth
in the order below that can be determined by the Administrative Agent:


 


(a)            the
spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or
zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or
recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark
Replacement for the applicable Corresponding Tenor;


 


(b)            the
spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set
for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective
upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and


 


(2)            for
purposes of clause (3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating
or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative
Agent and the Borrower Representative for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation
of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the
applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or
(ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining
such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated
syndicated credit facilities denominated
in the applicable Agreed Currency at such time;


 


provided that, in the case
of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement
Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.


 


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


 


“Benchmark Replacement
Date” means,
with respect to any Benchmark, the earliest to occur of the following events with respect to thesuch
then-current Benchmark:


 


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


 






    8


     


    

 


(2)            in
the case of clause (3) 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 no longer representative; provided that such non-representativeness will be determined
by reference to the most recent statement or publication referenced in such clause (3) and even if any Available Tenor of such Benchmark
(or such component thereof) continues to be provided on such date;


 


(3)            in
the case of a Term SOFR Transition Event, the date that is thirty (30) days after the date a Term SOFR Notice is provided to the
Lenders and the Borrower Representative pursuant to Section 2.14(d); or


 


(4)            in
the case of an Early Opt-in Election or an Other Benchmark Rate Election, the sixth (6th) Business Day after the date notice of
such Early Opt-in Election or Other Benchmark Rate Election, as applicable, is provided to the Lenders, so long as the Administrative
Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Early
Opt-in Election or Other Benchmark Rate Election, as applicable, is provided to the Lenders, written notice of objection to such Early
Opt-in Election or Other Benchmark Rate Election, as applicable, from Lenders comprising the Required Lenders.


 


For the avoidance of doubt,
(i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in
respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination
and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) above
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,
with respect to any Benchmark, the occurrence of one or more of the following events with respect to thesuch
then-current Benchmark:


 


(1)            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);


 


(2)            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 Federal Reserve Board,
the NYFRB,
the CME Term SOFR Administrator, the central bank for the Agreed Currency applicable to such Benchmark, 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), in each case, 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


 






    9


     


    

 


(3)            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 no
longer, or as of a specified future date will no longer be, representative.


 


For the avoidance of doubt,
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 Unavailability
Period” means,
with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant
to clausesclause (1) or
(2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced thesuch
then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14 and (y) ending
at the time that a Benchmark Replacement has replaced thesuch
then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14.


 


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


 


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


 


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


 


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


 


“BIA”
means the Bankruptcy and Insolvency Act (Canada).


 


“Black Diamond”
means Black Diamond Equipment, Ltd., a Delaware corporation.


 


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


 


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


 


“Borrower Materials”
has the meaning assigned to such term in Section 5.01.


 


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


 


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


 


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


 


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


 






    10


     


    

 


“Business
Day” means any day that is not(other
than a Saturday, or
a Sunday or other day)
(a) on which commercial banks are
open for business in New York City are authorized or required by law to remain closed;
provided that, when
used in connection with a Term Benchmark Loan or a Swingline Loan,
the term “Business Day” shall also exclude any dayand
(b)(i) in relation to the calculation or computation of LIBOR, on which banks are not
open for general business in London.
or
(ii) in relation to Loans denominated in any other Agreed Currency or any interest rate settings, fundings, disbursements, settlements
or payments of any CBR Loan or CBR Borrowing, on which dealings in the applicable Agreed Currency are carried on in the principal financial
center of such Agreed Currency.


 


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


 


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


 


“CBR
Loan” means a Loan that bears interest at a rate determined by reference to the Central Bank Rate.


 


“CBR
Spread” means the Applicable Rate, applicable to such Loan that is replaced by a CBR Loan.


 


“CCAA”
means the Companies’ Creditors Arrangement Act (Canada).


 


“Central
Bank Rate” means, at any time, a rate per annum equal to the sum of: (A) the greater of (i) for any Loan denominated
in any Foreign Currency, a central bank rate for such Foreign Currency as determined by the Administrative Agent in its reasonable discretion
(any reference rate described in this clause (A)(i) for any Foreign Currency being referred to as the “CBR Reference Rate”)
and (ii) 0%; plus (B) the applicable Central Bank Rate Adjustment. Any change in the Central Bank Rate due to a change in the
CBR Reference Rate or the Central Bank Rate Adjustment shall be effective from and including the effective date of such change in the
CBR Reference Rate or the Central Bank Rate Adjustment, respectively.


 


“Central
Bank Rate Adjustment” means for any day, for any Loan denominated in any Foreign Currency, a Central Bank Rate adjustment for such
Foreign Currency as determined by the Administrative Agent in its reasonable discretion. For purposes of this definition, the term Central
Bank Rate shall be determined disregarding clause (B) of the definition of such term; provided that if such rate shall be less than
0.00%, such rate shall be deemed to be 0.00%.


 






    11


     


    

 


“Change in Control”
means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning
of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof) (other than Warren B.
Kanders, any trust under which Warren B. Kanders has control or is the primary beneficiary, Kanders GMP Holdings, LLC (so long as
(I) such entity is controlled by Warren B. Kanders and (II) is organized primarily for the purpose of making equity or
debt investments in one or more companies) or a Qualified Kanders Entity), of Equity Interests representing more than 20% of the aggregate
ordinary voting power represented by the issued and outstanding Equity Interests of the Company; (b) occupation at any time of a
majority of the seats (other than vacant seats) on the board of directors of the Company by Persons who were not (i) directors of
the Company on the date of this Agreement, (ii) nominated or appointed by the board of directors of the Company or (iii) approved
by the board of directors of the Company as director candidates prior to their election; or (c) the acquisition of direct or indirect
Control of the Company by any Person or group; or (d) the Company shall cease to own, free and clear of all Liens or other encumbrances,
directly or indirectly, at least 100% of the outstanding voting Equity Interests of the other Loan Parties on a fully diluted basis.
For purposes of this definition, a “Qualified Kanders Entity” is an entity (I) located in the U.S., (II) controlled
by Warren B. Kanders (for the avoidance of doubt, “controlled” means the power, directly or indirectly, to direct or
cause the direction of the management and policies of such entity whether by contract or otherwise), (III) organized under applicable
U.S. and state laws, (IV) not engaged, directly or indirectly, in any line of business other than (A) the businesses in which
the Loan Parties are engaged on the Effective Date, (B) the businesses that are reasonably similar, ancillary, or complementary
thereto, or a line of business that is a reasonable extension, development or expansion thereof, in each case, solely with respect to
the businesses that a Loan Party is engaged on the Effective Date, or (C) a business organized primarily for the purpose of making
equity or debt investments in one or more companies, (V) that does not violate any Anti-Corruption Laws or Sanctions applicable
to such entity as a result of the ownership, directly or indirectly, of the Equity Interests of the Company, and (VI) for which
all documentation and other information requested by the Administrative Agent in connection with satisfying applicable “know your
customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, have been delivered to the Administrative
Agent.


 


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


 


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


 


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


 


“CME
Term SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured
Overnight Financing Rate (SOFR) (or a successor administrator).


 


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


 


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


 


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


 






    12


     


    

 


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


 


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


 


“Commitment”
means, either or both of the Revolving Commitment or the Additional Term Loan Commitment.


 


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


 


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


 


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


 


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


 


“Compliance Certificate”
has the meaning assigned to such term in Section 5.01(d).


 


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


 


“Consolidated Fixed
Charge Coverage Ratio” means, as at the end of each fiscal quarter of the Company and calculated for the period of four (4) fiscal
quarters then ending, the ratio of (a) the sum of (i) consolidated EBITDA for such period, minus (ii) Unfinanced
Capital Expenditures made during such period, minus (iii) dividends and other Restricted Payments made by the Company during
such period, minus (iv) taxes paid in cash by the Company and its Subsidiaries during such period, plus (v) the
amount of exercise price proceeds received from the exercise of stock options during such period to (b) Consolidated Total Debt
Service for such period, all calculated for the Company and its Subsidiaries calculated on a consolidated basis for such period.


 


“Consolidated Total
Assets” means, at any date, total assets of the Company and its Subsidiaries calculated on a consolidated basis as of such
date.


 


“Consolidated Total
Debt Service” means, as at the end of each fiscal quarter of the Company and calculated for the period of four (4) fiscal
quarters then ending, the sum of (a) the aggregate amount of Interest Expense paid by the Company and its Subsidiaries in cash during
such period and (b) the aggregate amount of scheduled and mandatory payments in respect of the principal amount of Indebtedness
made by the Company and its Subsidiaries during such period.


 






    13


     


    

 



 


“Consolidated Total
Indebtedness” means, at any time, the sum of (a) the aggregate principal amount of Indebtedness of the Company and its
Subsidiaries outstanding as of such date in the amount that would be reflected on a balance sheet prepared as of such date on a consolidated
basis in accordance with GAAP, plus (b) the aggregate principal amount of Indebtedness of the Company and its Subsidiaries
outstanding as of such date that is not required to be reflected on a balance sheet in accordance with GAAP, determined on a consolidated
basis.


  


“Consolidated Total
Leverage Ratio” means the ratio, determined as of the end of each fiscal quarter of the Borrowers, of (a) Consolidated
Total Indebtedness of the Borrowers and their Subsidiaries as of such quarter-end date minus unrestricted and unencumbered (other than
Liens in favor of the Administrative Agent) domestic cash and cash equivalents in excess of $5,000,000 that are held by Loan Parties to
(b) consolidated EBITDA of the Borrowers and their Subsidiaries for the period of four (4) fiscal quarters ending on such
date.


 


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


 


“Corresponding Tenor”
with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately
the same length (disregarding business dayBusiness Day
adjustment) as such Available Tenor.


 


“Corresponding
Tenor” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant
to clauses (1) or (2) of that definition 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 2.14 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 2.14.


 


“Covered Entity”
means any of the following:


 


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


 


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


 


(iii)            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 assigned to such term in Section 10.14.


 


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


 


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


 


“Currency of Payments”
has the meaning assigned to such term in Section 1.05.


 




 








    14 


     


    

 


“Daily
Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which willmay
include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended
by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business
loans; provided, that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative
Agent, then the Administrative Agent may establish another convention in its reasonable discretion.


  


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    15 


     


    

 


“Dollar
Equivalent” ofAmount”
means, for any amount means, at the time of determination thereof, (a) if
such amount is expressed in U.S. Dollars, such amount and,
(b) if such amount is expressed in a Foreign Currency, the equivalent of such amount in Dollars determined
by using the rate of exchange for the purchase of Dollars with the Foreign Currency last provided (either by publication or otherwise
provided to the Administrative Agent) by Reuters on the Business Day (New York City time) immediately preceding the date of determination
or if such service ceases to be available or ceases to provide a rate of exchange for the purchase of Dollars with the Foreign Currency,
as provided by such other publicly available information service which provides that rate of exchange at such time in place of Reuters
chosen by the Administrative Agent in its sole discretion (or if such service ceases to be available or ceases to provide such rate of
exchange, the equivalent of such amount in Dollars as determined by the Administrative Agent using any method of determination it deems
appropriate in its sole discretion) and (c) if such amount is denominated in any other currency, the equivalent of such
amount in U.S. Dollars as determined by the Administrative Agent using any method of
determination it reasonably deems appropriate in its
sole discretion.


  


“Dollars”,
“dollars”, “U.S. Dollars” or “$” refers to lawful money of the United States of America.


 


“Domestic Subsidiary”
means a Subsidiary organized under the laws of a jurisdiction located in the U.S.


 


“Early
Opt-in Election” means, if the then-current Benchmark with respect to Dollars is
LIBO Rate, the occurrence of:


 


(1)            a
notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify) each of the other parties
hereto that at least five currently outstanding dollar-denominated syndicated credit facilities at such time contain (as a result of amendment
or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and
such syndicated credit facilities are identified in such notice and are publicly available for review), and


 


(2)            the
joint election by the Administrative Agent and the Borrower Representative to trigger a fallback from LIBO Rate and the provision by the
Administrative Agent of written notice of such election to the Borrower Representative and the
Lenders.


 


“Earn-Outs”
shall mean unsecured liabilities of the Company or any of its Subsidiaries arising under an agreement to make a deferred payment as 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. Earn-Outs shall be valued as the amount required to be recorded as a liability on the financial
statements of the Loan Parties in accordance with GAAP.


 






    16 


     


    

 


“EBITDA”
means, for any period, Net Income for such period plus (a) without duplication and to the extent deducted in determining
Net Income for such period, the sum of (i) Interest Expense for such period, (ii) income tax expense for such period net of
tax refunds, (iii) all amounts attributable to depreciation and amortization expense for such period, (iv) any extraordinary
non-cash charges for such period, (v) any other non-cash charges for such period (but excluding any non-cash charge in respect of
an item that was included in Net Income in a prior period and any non-cash charge that relates to the write-down or write-off of inventory
in an aggregate amount in excess of $1,000,000 during such period), (vi) costs, charges, losses and expenses to the extent covered
by insurance under which the insurer has been properly notified and has not denied or contested coverage, (vii) any fees, costs or
expenses incurred during such period in connection with any Permitted Acquisition or financing that wasacquisitions,
dispositions, investments or financings (whether or not actually consummated); provided that the aggregate amount permitted to be added
back to EBITDA pursuant to this clause (vii) for all acquisitions, dispositions, investments and financings that were
not consummated, in (x) shall not exceed
an aggregate amount notequal to exceed
$500,0001,000,000 in any fiscal
year of the Loan Parties and (y) shall not to exceed
an aggregate amount equal to $2,000,0005,000,000
during the term of this Agreement, (viii) the effect on earnings of any write-ups or write-downs of inventory following the consummation
of a Permitted Acquisition or other Acquisition permitted hereunder as a result of purchase accounting, and (ix) fees, costs and
expenses incurred during such period associated with facilities relocations, plant shutdowns or the discontinuance of operations, in an
aggregate amount not to exceed 10% of EBITDA (calculated without giving effect to this clause (ix)) for such period, minus
(b) without duplication and to the extent included in Net Income, (i) any cash payments made during such period in respect of
non-cash charges described in clause (a)(v) taken in a prior period and (ii) any extraordinary gains and any non-cash items
of income for such period, all calculated for the Company and its Subsidiaries on a consolidated basis in accordance with GAAP. For the
purposes of calculating EBITDA (including Net Income) for any period of twelve consecutive months, if at any time during such period,
any Loan Party or any of its Subsidiaries shall have consummated a Permitted Acquisition or any other Acquisition permitted hereunder,
EBITDA (including Net Income) for such 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 or other Acquisition permitted hereunder, 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
of the Securities Act of 1933, as amended, as interpreted by the SEC and as certified by a Financial Officer of the Borrowers) or in such
other manner acceptable to Administrative Agent in its Permitted Discretion as if such Permitted Acquisition or other Acquisition permitted
hereunder or adjustment occurred on the first day of such period.


  


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    17 


     


    

  


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


 


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


 


“Equipment AG Debt
Agreement” has the meaning assigned to such term in Section 6.04.


 


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


 


“Equivalent
Amount” means, for any amount of any Foreign Currency, at the time of determination thereof, (a) if such amount is
expressed in such Foreign Currency, such amount and (b) if such amount is expressed in Dollars, the equivalent of such amount
in such Foreign Currency determined by using the rate of exchange for the purchase of such Foreign Currency with Dollars last
provided (either by publication or otherwise provided to the Administrative Agent) by the applicable Reuters source on the Business
Day (New York City time) immediately preceding the date of determination or if such service ceases to be available or
ceases to provide a rate of exchange for the purchase of such Foreign Currency with Dollars, as provided by such other publicly
available information service which provides that rate of exchange at such time in place of Reuters chosen by the Administrative
Agent in its sole discretion (or if such service ceases to be available or ceases to provide such rate of exchange, the equivalent
of such amount in Dollars as determined by the Administrative Agent using any method of determination it deems appropriate in its
sole discretion).


 


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


 


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


 


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


 






    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 assigned to such term in Article VII.


 


“Exchange
Rate” means, for any Foreign Currency, the rate of exchange therefor as described in clause (b) of the definition of “Dollar
Amount”.


 


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


 


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


 


“Existing Credit
Agreement” means that certain Credit Agreement, dated as of June 27, 2018, by and among, the Loan Parties, the lenders
party thereto and JPMCB, as Administrative Agent.


 


“Existing Letters
of Credit” means the letters of credit issued under the Existing Credit Agreement, each of which shall deemed as of the Effective
Date to constitute Letters of Credit issued under this Agreement.


 






    19 


     


    

 


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


  


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


 


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


 


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


 


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


 


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


 


“Floor”
means the benchmark rate floor, if any, provided in this Agreement initially (as
of the execution of this AgreementAmendment
No. 4 Effective Date, the modification, amendment or renewal of this Agreement or otherwise) with respect to LIBO
Rate.the Adjusted LIBO Rate, LIBO Rate,
Adjusted AUD Rate, AUD Rate, Adjusted NZD Rate, NZD Rate, LIBOR Market Index Rate or the Central Bank Rate. For the avoidance of doubt
the Floor as of the Amendment No. 4 Effective Date with respect to Adjusted LIBO Rate, LIBO Rate, Adjusted AUD Rate, AUD Rate, Adjusted
NZD Rate, NZD Rate and the Central Bank Rate is zero.


 


“Foreign
Currency” means (i) Australian Dollars, (ii) New Zealand Dollars and (iii) any additional currencies determined after
the Effective Date by mutual agreement of the Company, each Revolving Lender, the Issuing Bank and the Administrative Agent; provided
that each such currency is a lawful currency that is readily available, freely transferable and not restricted and able to be converted
into Dollars.


 


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


 


“Foreign Plan”
means any retirement benefit or pension plan maintained or contributed to by, or entered into with, any Borrower or Subsidiary with respect
to any employees employed outside the United States which under applicable laws is required to be funded through a trust or other funding
vehicle other than a trust or funding vehicle maintained exclusively by a Governmental Authority.


 


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


 


“Foreign Target”
shall have the meaning set forth in the definition of Permitted Foreign Target.


 


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


 


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


 






    20 


     


    

 


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


 


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


 


“Guaranteed Obligations”
has the meaning assigned to such term in Section 10.01. “Guarantor Payment” has the meaning assigned to such term
in Section 10.11.


 


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


 


“Impacted
AUD Rate Interest Period” has the meaning assigned to it in the definition of “AUD Rate.”


 


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


 


“Impacted
NZD Rate Interest Period” has the meaning assigned to such
termit in the definition of “LIBONZD
Rate”.”


 


“Increasing Lender”
shall have the meaning assigned to such in Section 2.09(d).


 


“Incremental Term
Loan” has the meaning assigned to such term in Section 2.09(d).


 


“Incremental Term
Loan Amendment” has the meaning assigned to such term in Section 2.09(h).


 






    21 


     


    

 


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


  


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


 


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


 


“Ineligible Institution”
has the meaning assigned to such term in Section 9.04(b). “Information” has the meaning assigned to such term
in Section 9.12.


 


“Initial Term Loans”
means the term loans extended by the Term Lenders to the Borrowers on the Effective Date pursuant to Section 2.01(b) hereof.


 


“Instrument of Adherence”
means an Instrument of Adherence in substantially the form of Exhibit F.


 


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


 


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


 


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


 






    22 


     


    

 


“Interest Payment
Date” means (a) with respect to any ABR Loan or any CBR Loan, the first Business
Day of each fiscal quarter and the Maturity Date, and (b) with respect to any Term Benchmark Loan, the last day of the Interest Period
applicable to the Borrowing of which such Loan is a part (and, in the case of a Term Benchmark Borrowing with an Interest Period of more
than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’
duration after the first day of such Interest Period), and the Maturity Date.


  


“Interest Period”
means, with respect to any Term Benchmark Borrowing, the period commencing on the date of such Term Benchmark Borrowing and ending on
the numerically corresponding day in the calendar month that is one, three or six months thereafter, as the Borrower Representative may
elect, in each case, subject to the availability for the Benchmark applicable to the relevant Loan or
Commitment for any Agreed Currency; provided, that (i) if any Interest Period would end on a day other than a Business
Day, such Interest Period shall be extended to the next succeeding Business Day unless, such next succeeding Business Day would fall in
the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and,
(ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of
such Interest Period and (iii) no tenor that has been removed from this definition pursuant to Section 2.14(g) shall
be available for specification in such Borrowing Request or Interest Election Request. For purposes hereof, the date of a Borrowing
initially shall be the date on which such Borrowing is made and, in the case of a Revolving Borrowing,
 thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.


 


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


 


“IRS” means
the United States Internal Revenue Service.


 


“ISDA Definitions”
means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto,
as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time
to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.


 


“Issuing Bank”
means JPMCB, in its capacity as the issuer of Letters of Credit hereunder. Any Issuing Bank may, in its discretion, arrange for one or
more Letters of Credit to be issued by its Affiliates, in which case the term “Issuing Bank” shall include any such Affiliate
with respect to Letters of Credit issued by such Affiliate (it being agreed that such Issuing Bank shall, or shall cause such Affiliate
to, comply with the requirements of Section 2.06 with respect to such Letters of Credit). At any time there is more than one Issuing
Bank, all singular references to the Issuing Bank shall mean any Issuing Bank, either Issuing Bank, each Issuing Bank, the Issuing Bank
that has issued the applicable Letter of Credit, or both (or all) Issuing Banks, as the context may require.


 






    23 


     


    

 


“Joinder Agreement”
means a Joinder Agreement in substantially the form of Exhibit D or such other form reasonably acceptable to the Administrative
Agent.


 


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


 


“JPMCB Parties”
has the meaning assigned to such term in Section 9.18.


 


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


 


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


 


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


 


“Lease
Financing” means (i) a lease of specific equipment as defined in Article 2-A of the UCC, and (ii) a secured
financing transaction secured by specific equipment, whether that transaction is called a lease or a loan, entered into by any Loan Party
or its Subsidiaries with JPMCB or any of its Affiliates (in this context, the “Lessor”).


 


“Lease Deficiency
Obligation” means after default, repossession and disposition of the equipment which is the subject of or which secures a Lease
Financing, the amount, if any, by which (i) any and all obligations of the Loan Parties or their Subsidiaries to a Lessor, arising,
evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with a specific
Lease Financing, exceeds (ii) the Net Proceeds realized by the Lessor upon the disposition of the equipment which is the subject
of or which secures the specific Lease Financing.


 


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


 


“Lender-Related Person”
has the meaning assigned to such term in Section 9.03(b).


 


“Lenders”
means the Persons listed on the Commitment Schedule (or, if the Commitments have terminated or expired, a Person holding Credit
Exposure) and any other Person that shall have become a Lender hereunder pursuant to Section 2.09 or an Assignment and Assumption,
other than any such Person that ceases to be a Lender hereunder pursuant to an Assignment and Assumption. Unless the context otherwise
requires, the term “Lenders” includes the Swingline Lender and the Issuing Bank.


 


“Letters of Credit”
means the letters of credit issued pursuant to this Agreement, and the term “Letter of Credit” means any one of them
or each of them singularly, as the context may require. All Existing Letters of Credit shall be deemed to have been issued pursuant to
this Agreement, and from and after the Effective Date shall in all respects be subject to and governed by the terms and conditions hereof.


 


“Liabilities”
means any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.


 


“LIBO
Interpolated Rate” means, at any time, with respect to any Term Benchmark Borrowing denominated in Dollars and for any Interest
Period, the rate per annum (rounded to the same number of decimal places as the LIBO Screen Rate) determined by the Administrative Agent
(which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on
a linear basis between: (a) the LIBO Screen Rate for the longest period (for which the LIBO Screen Rate is available) that is shorter
than the Impacted LIBO Rate Interest Period; and (b) the LIBO Screen Rate for the shortest period (for which the LIBO Screen Rate
is available) that exceeds the Impacted LIBO Rate Interest Period, in each case, at such time; provided that if any LIBO Interpolated
Rate shall be less than 0%, such rate shall be deemed to be 0% for the purposes of this Agreement.


 






    24 


     


    

 



 


“LIBO Rate”
means, with respect to any Term Benchmark Borrowing denominated in Dollars and for any applicable
Interest Period, the LIBO Screen Rate at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of
such Interest Period; provided that, if the LIBO Screen Rate shall not be available at such time for such Interest Period (an “Impacted
LIBO Rate Interest Period”), with
respect to Dollars then the LIBO Rate shall be the LIBO Interpolated Rate,
subject to Section 2.14 in the event that the Administrative Agent shall
conclude that it shall not be possible to determine such Interpolated Rate (which conclusion shall be
conclusive and binding absent manifest error).


 


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


 


“LIBOR Market
Index Rate” means, for any date, the LIBO Screen Rate for a one-month Interest Period as of 11:00 a.m., London time, on
such day, or if such day is not a Business Day, then the immediately preceding Business Day (or if not so reported, then as
determined by the Administrative Agent from another recognized source or interbank quotation); provided that, if such LIBO
Screen Rate is determined by reference to an Impacted LIBO
Rate Interest Period, the LIBOR Market Index Rate shall be the LIBO Interpolated
Rate, subject to Section 2.14 in the event that the Administrative Agent shall conclude that it shall not be possible to
determine such LIBO Interpolated
Rate (which conclusion shall be conclusive and binding absent manifest error). It is understood and agreed that all of the terms and
conditions of this definition of “LIBOR Market Index Rate” shall be subject to Section 2.14.


 


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


 


“Loan Documents”
means, collectively, this Agreement, any promissory notes issued pursuant to this Agreement, any Letter of Credit applications, the Collateral
Documents, the Loan Guaranty, the Third Amendment and all other agreements, instruments, documents and certificates identified in Section 4.01
executed and delivered to, or in favor of, the Administrative Agent or any Lender and including all other pledges, powers of attorney,
consents, assignments, contracts, notices, letter of credit agreements, letter of credit applications and any agreements between the Borrower
Representative and the Issuing Bank regarding the respective rights and obligations between any Borrower and the Issuing Bank in connection
with the issuance of Letters of Credit, and all other written matter whether heretofore, now or hereafter executed by or on behalf of
any Loan Party, or any employee of any Loan Party, and delivered to the Administrative Agent or any Lender in connection with this Agreement
or the transactions contemplated hereby. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all
appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer
to this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative.


 






    25 


     


    

 


“Loan Guarantor”
means each Loan Party.


 


“Loan Guaranty”
means Article X of this Agreement.


 


“Loan Parties”
means, collectively, the Borrowers, the Borrowers’ Material Subsidiaries party hereto on the Third Amendment Effective Date, and
any other Person who becomes a party to this Agreement pursuant to a Joinder Agreement (including, without limitation, as required pursuant
to the Third Amendment) and their respective successors and assigns, and the term “Loan Party” shall mean any one of them
or all of them individually, as the context may require.


 


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


 


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


 


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


 


“Material Indebtedness”
means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one
or more of the Company and its Subsidiaries in an aggregate principal amount exceeding $1,000,000. For purposes of determining Material
Indebtedness, the “principal amount” of the obligations of the Company or any Subsidiary in respect of any Swap Agreement
at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Company or such Subsidiary would
be required to pay if such Swap Agreement were terminated at such time.


 


“Material Subsidiary”
means each Subsidiary (i) which, as of the most recent fiscal quarter of the Company, for the period of four consecutive fiscal quarters
then ended, for which financial statements have been delivered pursuant to Section 5.01(a) or (b), contributed greater than
five percent (5%) of consolidated EBITDA of the Company and its Subsidiaries for such period or (ii) which contributed greater than
five percent (5%) of Consolidated Total Assets as of such date; provided that, if at any time the aggregate amount of consolidated
EBITDA of the Company and its Subsidiaries or Consolidated Total Assets attributable to all Subsidiaries that are not Material Subsidiaries
exceeds ten percent (10%) of consolidated EBITDA of the Company and its Subsidiaries for any such period or ten percent (10%) of Consolidated
Total Assets as of the end of any such fiscal quarter, the Company (or, in the event the Company has failed to do so within ten (10) days,
the Administrative Agent) shall designate sufficient Subsidiaries as “Material Subsidiaries” to eliminate such excess, and
such designated Subsidiaries shall for all purposes of this Agreement constitute Material Subsidiaries.


 






    26 


     


    

 


“Maturity Date”
means May 3, 2024 or any earlier date on which the Commitments are reduced to zero or otherwise terminated pursuant to the terms
hereof.


 


“Maximum Rate”
has the meaning assigned to such term in Section 9.17. “Moody’s” means Moody’s Investors Service, Inc.


 


“MIRE Event”
means, if there are any Mortgaged Properties located in the United States at such time, any increase, extension or renewal of any of the
Commitments or Loans (including an Incremental Term Loans or any other incremental credit facilities hereunder, but excluding (i) any
continuation or conversion of Borrowings, (ii) the making of any Loan or (iii) the issuance or extension of Letters of Credit).


 


“Mortgage”
means any mortgage, deed of trust or other agreement which conveys or evidences a Lien in favor of the Administrative Agent, for the benefit
of the Administrative Agent and the other Secured Parties, on real property of a Loan Party, including any amendment, restatement, modification
or supplement thereto.


 


“Mortgaged Property”
means, at any time, any real property of a Loan Party subject to a Mortgage at such time.


 


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


 


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


 


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


 


“New Zealand Dollars”
means that lawful currency of New Zealand.


 


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


 






    27 


     


    

 


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


 


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


 


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


 


“NZ Companies Act”
means the Companies Act 1993 (New Zealand).


 


“NZD
Interpolated Rate” means, at any time, with respect to any Term Benchmark Borrowing denominated in Australian Dollars and for any
Interest Period, the rate per annum (rounded to the same number of decimal places as the NZD Screen Rate) determined by the Administrative
Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating
on a linear basis between: (a) the NZD Screen Rate for the longest period (for which the NZD Screen Rate is available) that is shorter
than the Impacted NZD Rate Interest Period; and (b) the NZD Screen Rate for the shortest period (for which the NZD Screen Rate is
available) that exceeds the Impacted NZD Rate Interest Period, in each case, at such time; provided that if any NZD Interpolated Rate
shall be less than 0%, such rate shall be deemed to be 0% for the purposes of this Agreement.


 


“NZD
Rate” means, with respect to any Term Benchmark Borrowing denominated in New Zealand Dollars and for any Interest Period, the NZD
Screen Rate at approximately 11:00 a.m., Wellington, New Zealand time, on the first day of such Interest Period; provided that, if
the NZD Screen Rate shall not be available at such time for such Interest Period (an “Impacted NZD Rate Interest Period”)
with respect to New Zealand Dollars, then the NZD Rate shall be the NZD Interpolated Rate.


 


“NZD
Screen Rate” means, for any day and time, with respect to any Term Benchmark Borrowing denominated in New Zealand Dollars
and for any Interest Period, the rate per annum determined by the Administrative Agent which is equal to the average bank bill reference
rate as administered by the New Zealand Financial Markets Association (or any other Person that takes over the administration of such
rate) for bills of exchange with a tenor equal in length to such Interest Period as displayed on page BKBM of the Reuters screen
(or, in the event such rate does not appear on such page, on any successor or substitute page on such screen that displays such
rate, or on the appropriate page of such other information service that publishes such rate, or on the appropriate page of
such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable
discretion); provided that if, the NZD Screen Rate shall be less than the Floor, the NZD Screen Rate shall be deemed to be the Floor
for purposes of this Agreement.


 


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


 


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


 






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


 


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


 


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


 


“Other Benchmark
Rate Election” means, with respect to any Loan denominated in Dollars, if the then-current
Benchmark is the LIBO Rate, the occurrence of:


 


(a) a request
by the Borrower to the Administrative Agent to notify each of the other parties hereto that, at the determination of the Borrower, dollar-denominated
syndicated credit facilities at such time contain (as a result of amendment or as originally executed), in lieu of a LIBOR-based rate,
a term benchmark rate as a benchmark rate, and


 


(b) the Administrative
Agent, in its sole discretion, and the Borrower jointly elect to trigger a fallback from the LIBO Rate and the provision, as applicable,
by the Administrative Agent of written notice of such election to the Borrower and the Lenders.


 


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


 


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


 


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


 






    29 


     


    

 


“Overnight
Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the NYFRB Rate and (b) with respect to
any amount denominated in a Foreign Currency, an overnight rate determined by the Administrative Agent or the Issuing Bank, as the case
may be, in accordance with banking industry rules on interbank compensation.


 


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


 


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


 


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


 


“Payment”
has the meaning assigned to it in Section 8.11.


 


“Payment Notice”
has the meaning assigned to it in Section 8.11.


 


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


 


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


 


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


 


(b)            the
business acquired in connection with such Acquisition is (i) unless a Permitted Foreign Target, located in the U.S. and
organized under applicable U.S. and state laws, and (ii) not engaged, directly or indirectly, in any line of business other
than the (I) businesses in which the Loan Parties are engaged on the Effective Date, (II) businesses that are reasonably
similar, ancillary, or complementary thereto or a line of business that is a reasonable extension, development or expansion thereof,
in each case, solely with respect to the businesses that a Loan Party is engaged on the Effective Date, and (III) businesses
otherwise approved by the Administrative Agent in its sole discretion.


 


(c)            both
before and after giving effect to such Acquisition and the Loans (if any) requested to be made in connection therewith, each of the representations
and warranties in the Loan Documents is true and correct (except any such representation or warranty which relates to a specified prior
date) and no Default or Event of Default exists or would result therefrom;


 


(d)            as
soon as available, but not less than fifteen (15) days prior to such Acquisition (or such shorter time as the Administrative Agent may
agree in its sole discretion), the Borrower Representative has provided the Administrative Agent (i) notice of such Acquisition and
(ii) a copy of all business and financial information reasonably requested by the Administrative Agent including pro forma financial
statements, statements of cash flow, and projections;


 


(e)            the
total consideration (including the maximum potential total amount of all deferred payment obligations (including earn-outs) and Indebtedness
assumed or incurred) in connection with all such Acquisitions during any calendar year shall not exceed $20,000,000 unless the pro
forma Consolidated Total Leverage Ratio (calculated on a pro forma basis as at the end of the most recently ended fiscal quarter
for which financial statements are then available after giving effect to such Acquisition and the incurrence of any Indebtedness incurred
in connection therewith) would not exceed 2.50:1.00;


 






    30 


     


    

 


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


 


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


 


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


 


(i)            if
such Acquisition involves a merger or a consolidation involving a Borrower or any other Loan Party, such Borrower or such Loan Party,
as applicable, shall be the surviving entity unless such surviving entity, if other than a Borrower or Loan Party, executes a Joinder
Agreement and becomes a Borrower or Loan Party hereunder;


 


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


 


(k)            unless
the Administrative Agent and the Lenders in their sole discretion consent otherwise, in connection with an Acquisition of the Equity Interests
of any Person, all Liens on property of such Person shall be terminated, and in connection with an Acquisition of the assets of any Person,
all Liens on such assets shall be terminated (except, in each instance, for Liens permitted under Section 6.02);


 


(l)            all
actions required to be taken with respect to any newly acquired or formed Subsidiary of a Borrower or a Loan Party, as applicable, required
under Section 5.13 shall have been taken, provided, that the Administrative Agent may grant additional time to satisfy such actions
in its sole discretion; and


 


(m)            the
Borrower Representative shall have delivered to the Administrative Agent (i) the substantially final form documentation relating
to such Acquisition within 2 days (or such shorter time as the Administrative Agent may agree in its sole discretion) prior to the consummation
thereof, and (ii) the final executed material documentation relating to such Acquisition within 3 days following the consummation
thereof.


 


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


 


“Permitted Encumbrances”
means:


 


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


 






    31 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Permitted Foreign
Target” means a Target that is not incorporated, formed or organized in the U.S. or any State or jurisdiction thereof (a “Foreign
Target”); provided, however, that an acquisition of a Foreign Target shall only qualify as a Permitted Acquisition if
each of the other requirements set forth in the definition of “Permitted Acquisition” (other than those in clauses (f),
(g) and(l) of such definition) shall have been satisfied and solely to the extent financed through an investment permitted under
clauses (c), (d), (o) and (p) of Section 6.04 or Indebtedness permitted under Section 6.01(r).


 


“Permitted Investments”
means:


 


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


 


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


 


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


 


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


 






    32 


     


    

 


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


 


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


 


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


 


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


 


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


 


“Prepayment Event”
means:


 


(a)            any
sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any property or asset of any Loan Party
or any Subsidiary in excess of $1,000,000 per annum, other than dispositions described in Section 6.05(a);


 


(b)            [reserved];
or


 


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


 


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


 


“Proceeding”
means any claim, litigation, investigation, action, suit, arbitration or administrative, judicial or regulatory action or proceeding in
any jurisdiction.


 


“Project Oscar Acquisition”
means the direct or indirect Acquisition by Project Oscar Purchaser of all of the issued and outstanding Equity Interests of each Project
Oscar Target pursuant to the Project Oscar Acquisition Agreement; provided that, notwithstanding anything in this Agreement to
the contrary, the Project Oscar Acquisition shall be deemed to be a “Permitted Acquisition” for all purposes hereunder subject
solely to the satisfaction of the conditions to effectiveness of the Third Amendment set forth in Section 4 of the Third Amendment.


 


“Project Oscar Acquisition
Agreement” means the Share Sale and Purchase Agreement, dated as of May 30, 2021, among the Company, as purchase guarantor,
Project Oscar Purchaser, as purchaser, and Richard Cropley, Hugh Cropley, Oliver Cropley and Cropley Nominees Pty Ltd ACN 122 680 559
as trustee for the Cropley Family Trust, as sellers, together with all exhibits, schedules, disclosure letters and attachments thereto,
all as in effect on the Third Amendment Effective Date and as may be further amended or modified as permitted under Section 6.11.


 






    33 


     


    

 


“Project Oscar Australian
Holdings” means Oscar Aluminium Holdings Pty Ltd, a private limited liability company organized under the laws of Australia
and a wholly-owned Subsidiary of the Company.


 


“Project Oscar Intercompany
Debt” means, collectively, the intercompany loans made by and among the Company, Project Oscar US Holdings, Project Oscar Australian
Holdings and Project Oscar Purchaser; provided that (i) the proceeds of such intercompany loans shall be used solely to pay
all or a portion of the consideration for the consummation of the Project Oscar Acquisition and (ii) such intercompany loans shall
be evidenced by a promissory note or other agreement in form and substance reasonably satisfactory to the Administrative Agent that is
pledged and delivered to the Administrative Agent, together with a customary allonge executed in blank, pursuant to the Collateral Documents.


 


“Project Oscar Material
Subsidiary” means (a) Project Oscar US Holdings, (b) Project Oscar Australian Holdings, (c) Project Oscar Purchaser,
(d) Rhino-Rack Holdings Pty Ltd (formerly known as Cropley Holdings Pty Ltd), a private limited liability company organized under
the laws of Australia, (e) Rhino Rack Australia Pty Ltd, a private limited liability company organized under the laws of Australia,
and (f) Rhino-Rack USA LLC, a Colorado limited liability company.


 


“Project Oscar Purchaser”
means Oscar Aluminium Pty Ltd, a private limited liability company organized under the laws of Australia and a wholly-owned Subsidiary
of the Company.


 


“Project Oscar Target”
means each of the following, collectively or individually as the context requires: (a) Rhino-Rack Holdings Pty Ltd (formerly known
as Cropley Holdings Pty Ltd), a private limited liability company organized under the laws of Australia, (b) Rhino Rack Australia
Pty Ltd, a private limited liability company organized under the laws of Australia, (c) Roof Rack City (NSW) Pty Ltd, a private limited
liability company organized under the laws of Australia, (d) Rhino-Rack USA LLC, a Colorado limited liability company, (e) Rhinorack
Canada Limited, a private limited liability company organized under the laws of British Columbia, Canada, and (f) Rhino-Rack New
Zealand Ltd, a private limited liability company organized under the laws of New Zealand.


 


“Project Oscar Transactions”
means (a) the formation of Project Oscar US Holdings, Project Oscar Australian Holdings and Project Oscar Purchaser, in each case,
solely for the purpose of consummating the Project Oscar Acquisition, (b) the incurrence of the Project Oscar Intercompany Debt and
(c) the consummation of the Project Oscar Acquisition and the other transactions contemplated by the Project Oscar Acquisition Agreement
(including, without limitation, the Guarantee by the Company of the obligations of the Project Oscar Purchaser arising under and pursuant
to the Project Oscar Acquisition Agreement).


 


“Project Oscar US
Holdings” means Oscar Aluminium Holdings Inc., a Delaware corporation and wholly-owned subsidiary of the Company.


 


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


 


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


 


“Public Lender”
has the meaning assigned to such term in Section 5.01.


 


“Public Side Personnel”
has the meaning assigned to such term in Section 5.01.


 






    34 


     


    

 


“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 assigned to such term in Section 10.14.


 


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


 


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


 


“Reference
Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is LIBO Rate, 11:00 a.m. (London
time) on the day that is two London banking days preceding the date of such setting, and (2) if
such Benchmark is not LIBO Rate, the
time determined by the Administrative Agent in its reasonable discretion.the
AUD Rate, 11:00 a.m., Sydney, Australia time and (3) if such Benchmark is the NZD Rate, 11:00 a.m., Wellington, New Zealand time.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    35 


     


    

 


“Relevant
Governmental Body” means the Federal Reserve Board (i) with
respect to a Benchmark Replacement in respect of Loans denominated in Dollars, the Board and/or the NYFRB,
the CME Term SOFR Administrator, as applicable, or a committee officially endorsed or convened by the Federal
Reserve Board and/or the NYFRB, 
or, in each case, any successor thereto. and
(ii) with respect to a Benchmark Replacement in respect of Loans denominated in any other Agreed Currency, (a) the central bank
for the currency in which such Benchmark Replacement is denominated or any central bank or other supervisor which is responsible for supervising
either (1) such Benchmark Replacement or (2) the administrator of such Benchmark Replacement or (b) any working group or
committee officially endorsed or convened by (1) the central bank for the currency in which such Benchmark Replacement is denominated,
(2) any central bank or other supervisor that is responsible for supervising either (A) such Benchmark Replacement or (B) the
administrator of such Benchmark Replacement, (3) a group of those central banks or other supervisors or (4) the Financial Stability
Board or any part thereof.


 


“Relevant
Rate” means (i) with respect to any Term Benchmark Borrowing denominated in Dollars, the LIBO Rate, (ii) with respect
to any Term Benchmark Borrowing denominated in Australian Dollars, the AUD Rate and (iii) with respect to any Term Benchmark Borrowing
denominated in New Zealand Dollars, the NZD Rate, as applicable.


 


“Relevant
Screen Rate” means (i) with respect to any Term Benchmark Borrowing denominated in Dollars, the LIBO Screen Rate, (ii) with
respect to any Term Benchmark Borrowing denominated in Australian Dollars, the AUD Screen Rate and (iii) with respect to any Term
Benchmark Borrowing denominated in New Zealand Dollars, the NZD Screen Rate, as applicable.


 


“Required Lenders”
means, at any time, Lenders (other than Defaulting Lenders) having Credit Exposures and unused Commitments representing more than 50.1%
of the sum of the Aggregate Revolving Exposure, the Aggregate Term Exposure and the aggregate unused Commitments at such time; provided,
however, that, at any time that there are at least two (2) Lenders that are not Affiliates or Approved Funds of one another,
“Required Lenders” shall include at least two (2) Lenders that are not Affiliates or Approved Funds of one another.


 


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


 


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


 


“Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Company
or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account
of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Company or any Subsidiary,
or any option, warrant or other right to acquire any such Equity Interests in the Company or any Subsidiary.


 


“Reuters”
means, as applicable, Thomson Reuters Corp, Refinitiv, or any successor thereto.


 


“Revaluation
Date” shall mean (a) with respect to any Loan denominated in any Foreign Currency, each of the following: (i) the date
of the Borrowing of such Loan and (ii) each date of a conversion into or continuation of such Loan pursuant to the terms of this
Agreement; (b) with respect to any Letter of Credit denominated in a Foreign Currency, each of the following: (i) the date on
which such Letter of Credit is issued, (ii) the first Business Day of each calendar month and (iii) the date of any amendment
of such Letter of Credit that has the effect of increasing the face amount thereof; and (c) any additional date as the Administrative
Agent may determine at any time when an Event of Default exists.


 






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“Revolving
Borrowing” means Revolving Loans of the same Type and Agreed Currency, made,
converted or continued on the same date and, in the case of Term Benchmark Loans, as to which a single Interest Period is in effect.


 


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


 


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


 


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


 


“Revolving Loan”
means a revolving loan made pursuant to Section 2.01.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Second Amendment”
means that certain Second Amendment to Credit Agreement by and among the Borrowers, the other Loan Parties party hereto, the Lenders party
thereto, and the Administrative Agent, dated as of the Second Amendment Effective Date.


 






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“Second Amendment
Effective Date” means November 12, 2020.


 


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


 


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


 


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


 


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


 


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


 


“SOFR”
means, with respect to any Business Day, 
a rate per annum equal to the secured overnight financing rate for
such Business Day publishedas
administered by the SOFR Administrator on the SOFR
Administrator’s Website at approximately 8:00 a.m. (New
York City time) on the immediately succeeding Business Day..


 


“SOFR Administrator”
means the NYFRB (or a successor administrator of the secured overnight financing rate).


 


“SOFR
Administrator’s Website” means the NYFRB’s Website, currentlyas
of the Amendment No. 4 Effective Date at http://www.newyorkfed.org, or any successor source for the secured overnight
financing rate identified as such by the SOFR Administrator from time to time.


 


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


 


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


 






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


 


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


 


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


 


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


 


“Subsidiary Guarantor”
means each Loan Party that is not a Borrower.


 


“Supported QFC”
has the meaning assigned to such term in Section 10.14.


 


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


 


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


 


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


 






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“Swingline Exposure”
means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Revolving
Lender at any time shall be the sum of (a) its Applicable Percentage of the aggregate principal amount of all Swingline Loans outstanding
at such time (excluding, in the case of any Lender that is a Swingline Lender, Swingline Loans made by it that are outstanding at such
time to the extent that the other Lenders shall not have funded their participations in such Swingline Loans), adjusted to give effect
to any reallocation under Section 2.20 of the Swingline Exposure of Defaulting Lenders in effect at such time, and (b) in the
case of any Revolving Lender that is the Swingline Lender, the aggregate principal amount of all Swingline Loans made by such Revolving
Lender outstanding at such time, less the amount of participations funded by the other Lenders in such Swingline Loans.


 


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


 


“Swingline Loan”
has the meaning assigned to such term in Section 2.05(a). All Swingline Loans shall be denominated
in Dollars.


 


“Target”
shall mean any Person, business, division, subsidiary or assets acquired in any Permitted Acquisition.


 


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


 


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


 


“Term
Benchmark Payment Office” of the Administrative Agent means, for each Foreign Currency, the office, branch, affiliate or correspondent
bank of the Administrative Agent for such currency as specified from time to time by the Administrative Agent to the Borrowers and each
Lender.


 


“Term Lenders”
means, as of any date of determination, Lenders having an Additional Term Loan Commitment or holding a Term Loan.


 


“Term Loan Exposure”
means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Term Loans at such time.


 


“Term Loans”
means the Initial Term Loans and the Additional Term Loans. For the avoidance of doubt, after giving effect to the funding of the Additional
Term Loans on the Third Amendment Effective Date, all of the Term Loans hereunder shall be deemed to constitute a single tranche of Term
Loans held by the Term Lenders as of the Third Amendment Effective Date in such amounts set forth on the Commitment Schedule.


 


“Term SOFR”
means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has
been selected or recommended by the Relevant Governmental Body.


 


“Term
SOFR Notice” means a notification by the Administrative Agent to the Lenders and the Borrower Representative
of the occurrence of a Term SOFR Transition Event.


 






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“Term SOFR Transition
Event” means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant
Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark
Transition Event or an Early Opt-in Election, as applicable (and, for the avoidance of doubt, not in the case of an Other Benchmark Rate
Election), has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.14 that is not Term SOFR.


 


“Third Amendment”
means that certain Third Amendment to Credit Agreement by and among the Borrowers, the other Loan Parties party hereto, the Lenders party
thereto, and the Administrative Agent, dated as of the Third Amendment Effective Date.


 


“Third Amendment
Effective Date” means July 1, 2021.


 


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


 


“Treaty”
has the meaning assigned to such term in Section 3.24.


 


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


 


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


 


“UK Financial Institutions”
means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from 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, for any period, Capital Expenditures made during such period which are not financed from the proceeds of
any Indebtedness (other than the Revolving Loans; it being understood and agreed that, to the extent any Capital Expenditures are financed
with Revolving Loans, such Capital Expenditures shall be deemed Unfinanced Capital Expenditures).


 


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


 






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


 


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


 


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


 


“U.S. Special Resolution
Regimes” has the meaning assigned to such term in Section 10.14.


 


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


 


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


 


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


 


“Write-Down and
Conversion Powers” means (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.


 


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


 


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


 






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SECTION 1.04.     Accounting
Terms; GAAP.


 


(a)            Except
as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as
in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application thereof
on the operation of any provision hereof and the Borrower Representative notifies the Administrative Agent that the Borrowers request
an amendment to any provision hereof to eliminate the effect of such change in GAAP or in the application thereof (or if the Administrative
Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), regardless
of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted
on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have
been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an
accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be
made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825-10-25
(or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness
or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect
to any treatment of Indebtedness under Financial Accounting Standards Board Accounting Standards Codification 470-20 or 2015-03 (or any
other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness
in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal
amount thereof.


 


(b)            Notwithstanding
anything to the contrary contained in Section 1.04(a) or in the definition of “Capital Lease Obligations,” any change
in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update
No. 2016-02, Leases (Topic 842) (“FAS 842”), to the extent such adoption would require treating any lease (or similar
arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be
so treated under GAAP as in effect on December 31, 2015, such lease shall not be considered a capital lease, and all calculations
and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith.


 


SECTION 1.05.     Currency
Translations; Currency Matters.


 


(a)            For
purposes of this Agreement and the other Loan Documents, the Administrative Agent shall determine any amount, unless expressly provided
otherwise, as the Dollar EquivalentAmount
thereof as and if required (as determined by the Administrative Agent in its sole discretion) under any Loan Document, and a determination
thereof by the Administrative Agent shall be conclusive absent manifest error. In the case of any Loans
or LC Exposure denominated in a Foreign Currency, such Dollar Amount shall become effective as of the most recent Revaluation Date for
such Obligations and shall be the equivalent of such amounts as so determined until the next Revaluation Date to occur. The
Administrative Agent may, but shall not be obligated to, rely on any determination made by any Loan Party in any document or certificate
delivered to the Administrative Agent. The Administrative Agent may determine or redetermine the Dollar EquivalentAmount
of any amount on any date in its sole discretion. Further, without limitation, for purposes of computations, calculations, or determinations
hereunder, unless expressly provided otherwise, where a reference is made to a dollar amount or an amount without reference to a specific
currency (including, without limitation, where the permissibility of a transaction or determinations of required actions or circumstances
depend upon compliance with, or are determined by reference to, such amounts), the amount is to be considered as the amount in U.S. Dollars
and, therefore, any other currency that is a component of such computation, calculation or determination shall be converted into the Dollar
EquivalentAmount thereof, as applicable.


 






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(b)            Each
payment owing by any Loan Party hereunder shall be made in the relevant currency specified herein or, if not specified herein,
specified in any other Loan Document executed by the Administrative Agent (the “Currency of Payment”) at the
place specified herein (such requirements are of the essence to this Agreement). If, for the purpose of obtaining judgment in any
court, it is necessary to convert a sum due hereunder in a Currency of Payment into another currency, the parties hereto agree,
to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent could purchase such Currency of Payment with such other currency
in accordance with its normal practice at its head office on the Business Day preceding that on which final judgment is given. The
obligations in respect of any sum due hereunder to any Credit Party shall, notwithstanding any adjudication expressed in a currency
other than the Currency of Payment, be discharged only to the extent that, on the Business Day following receipt by such Credit
Party of any sum adjudged to be so due in such other currency, such Credit Party may, in accordance with normal banking procedures,
purchase the Currency of Payment with such other currency. Each Loan Party agrees that (i) if the amount of the Currency of
Payment so purchased is less than the sum originally due to such Credit Party in the Currency of Payment, each
Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding the
result of any such adjudication, such Loan Party shall immediately pay the shortfall (in the Currency of Payment) to such Credit
Party and (ii) if the amount of the Currency of Payment so purchased exceeds (a) the
sum originally due to such Credit Party, such Credit Party shall promptly pay the excess over to such Loan Party in the currency and
to the extent actually received. and
(b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such
Lender under Section 2.18, such Lender or the Administrative Agent, as the case may be, agrees to remit such excess to such
Borrower.


 


SECTION 1.06.     Status
of Obligations. In the event that any Borrower or any other Loan Party shall at any time issue or have outstanding any Subordinated
Indebtedness, such Borrower shall take or cause such other Loan Party to take all such actions as shall be necessary to cause the Secured
Obligations to constitute senior indebtedness (however denominated) in respect of such Subordinated Indebtedness and to enable the Administrative
Agent and the Lenders to have and exercise any payment blockage or other remedies available or potentially available to holders of senior
indebtedness under the terms of such Subordinated Indebtedness. Without limiting the foregoing, the Secured Obligations are hereby designated
as “senior indebtedness” and as “designated senior indebtedness” and words of similar import under and in respect
of any indenture or other agreement or instrument under which such Subordinated Indebtedness is outstanding and are further given all
such other designations as shall be required under the terms of any such Subordinated Indebtedness in order that the Administrative Agent
and the Lenders may have and exercise any payment blockage or other remedies available or potentially available to holders of senior indebtedness
under the terms of such Subordinated Indebtedness.


 






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SECTION 1.07.     Interest
Rates; LIBOR Notification. The interest rate on Term Benchmark Loans and
Swingline Loans is determined by reference to the LIBO Rate, which is
derived from the London interbank offered rate.a Loan denominated in Dollars or a Foreign
Currency may be derived from an interest rate benchmark that is, or may in the future become, the subject of regulatory reform. Regulators
have signaled the need to use alternative benchmark reference rates for some of these interest rate benchmarks and, as a result, such
interest rate benchmarks may cease to comply with applicable laws and regulations, may be permanently discontinued, and/or the basis on
which they are calculated may change. The London interbank offered rate (“LIBOR”) is intended to represent
the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. On March 5,
2021, the U.K. Financial Conduct Authority (“FCA”) publicly announced that: (a) immediately after December 31,
2021, publication of the 1-week and 2-month U.S. Dollar LIBOR settings will permanently cease; (b) immediately after June 30,
2023, publication of the overnight and 12-month U.S. Dollar LIBOR settings will permanently cease; and (c) immediately after June 30,
2023, the 1-month, 3-month and 6-month U.S. Dollar LIBOR settings will cease to be provided or, subject to the FCA’s consideration
of the case, be provided on a synthetic basis and no longer be representative of the underlying market and economic reality they are intended
to measure and that representativeness will not be restored. There is no assurance that dates announced by the FCA will not change or
that the administrator of LIBOR and/or regulators will not take further action that could impact the availability, composition, or characteristics
of LIBOR or the currencies and/or tenors for which LIBOR is published. Each party to this agreementAgreement
should consult its own advisors to stay informed of any such developments. Public and private sector industry initiatives are currently
underway to identifyimplement new or alternative
reference rates to be used in place of LIBOR. Upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early
Opt-in Election or an Other Benchmark Rate Election, Sections 2.14(c) and (d) provide a mechanism for determining an alternative
rate of interest. The Administrative Agent will promptly notify the Borrower Representative, pursuant to Section 2.14, of any change
to the reference rate upon which the interest rate on Term Benchmark Loans is based. However, the Administrative Agent does not warrant
or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance or any
other matter related to LIBOR or other rates in the definition of “LIBO Rate” (or
“AUD Rate” or “NZD Rate”, as applicable) or with respect to any alternative
or successor rate thereto, or replacement rate thereof (including, without limitation, (i) any such alternative, successor or replacement
rate implemented pursuant to Section 2.14(c) or (d), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR
Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, and (ii) the implementation of any Benchmark Replacement
Conforming Changes pursuant to Section 2.14(e)), including without limitation, whether the composition or characteristics of any
such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the
LIBO Rate (or the AUD Rate or NZD Rate, as applicable) or have the same volume or liquidity
as did the London or other applicable offshore interbank offered rate prior to its discontinuance
or unavailability. The Administrative Agent and its affiliates and/or other related entities may engage
in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate
(including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrowers.
The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any Benchmarkinterest
rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to
the terms of this Agreement, and shall have no liability to theany
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.


 






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SECTION 1.08.     Letters
of Credit. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar
Amount of the stated amount of such Letter of Credit available to be drawn at such time; provided that with respect to
any Letter of Credit that, by its terms or the terms of any Letter of Credit Agreement related thereto, provides for one or more
automatic increases in the available amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar
Amount of the maximum amount of such Letter of Credit after giving effect to all such increases, whether or not such
maximum amount is available to be drawn at such time. For all purposes of this Agreement, if on any date of determination a Letter
of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of
Article 29(a) of the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce
Publication No. 600 (or such later version thereof as may be in effect at the applicable time) or Rule 3.13 or
Rule 3.14 of the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such
later version thereof as may be in effect at the applicable time) or similar terms of the Letter of Credit itself, or if compliant
documents have been presented but not yet honored, such Letter of Credit shall be deemed to be “outstanding” and
“undrawn” in the amount so remaining available to be paid, and the obligations of the Borrower and each Lender shall
remain in full force and effect until the Issuing Bank and the Lenders shall have no further obligations to make any payments or
disbursements under any circumstances with respect to any Letter of Credit.


 


SECTION 1.09.     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 and acquired on the
first date of its existence by the holders of its Equity Interests at such time.


 


ARTICLE II


 


THE CREDITS


 


SECTION 2.01.     Commitments.
Subject to the terms and conditions set forth herein, (a) each Revolving Lender severally (and not jointly) agrees to make Revolving
Loans in U.S. DollarsAgreed Currencies to
the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result (after giving effect
to any application of proceeds of such Borrowing pursuant to Section 2.10) in (i) the Dollar
Amount of such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment or (ii) the Dollar
Amount of the Aggregate Revolving Exposure exceeding the Aggregate Revolving Commitments and (b) each Additional Term
Lender severally (and not jointly) agrees to make Additional Term Loans in U.S. Dollars to the Borrowers on the Third Amendment Effective
Date upon the effectiveness of the Third Amendment, in an aggregate principal amount not in excess of such Lender’s Additional Term
Loan Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay
(without any penalty, premium or other prepayment fee, other than payment of any break funding expenses under Section 2.16) and reborrow
Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. The Initial Term Loans were funded on the Effective
Date and may not be reborrowed.


 


SECTION 2.02.     Loans
and Borrowings.


 


(a)            Each
Revolving Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Revolving Loans of the same Class and
Type made by the Lenders ratably in accordance with their respective Revolving Commitments of the applicable Class. Each Additional Term
Loan shall be made as part of a Borrowing on the Third Amendment Effective Date consisting of Additional Term Loans made by the Additional
Term Lenders ratably in accordance with their respective Additional Term Loan Commitment. The failure of any Lender to make any Loan required
to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders
are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required. Any Swingline Loan shall
be made in accordance with the procedures set forth in Section 2.05. The Term Loans shall amortize as set forth in Section 2.10.


 






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


 


(c)            At
the commencement of each Interest Period for any Term Benchmark Borrowing, such Borrowing shall be in an aggregate amount that is an integral
multiple of $500,000 and not less than $1,000,000 (or, if such Borrowing is denominated in a Foreign Currency,
the Equivalent Amount of such units of such currency). ABR Borrowings may be in any amount. Each Swingline Loan shall be in
an amount that is an integral multiple of $100,000 and not less than $100,000. Borrowings of more than one Type and Class may be
outstanding at the same time; provided that there shall not at any time be more than a total of 6 Term Benchmark Borrowings outstanding.


 


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


 


SECTION 2.03.     Requests
for Borrowings. To request a Borrowing, the Borrower Representative shall notify the Administrative Agent of such request either in
writing (delivered by hand or facsimile) in a form approved by the Administrative Agent and signed by the Borrower Representative or by
telephone or through Electronic System, if arrangements for doing so have been approved by the Administrative Agent, not later than (a) in
the case of a Term Benchmark Borrowing, 10:00 a.m., Chicago time, three (3) Business Days before the date of the proposed Borrowing
or (b) in the case of an ABR Borrowing, noon, Chicago time, on the date of the proposed Borrowing; provided that any such
notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may
be given not later than 9:00 a.m., Chicago time, on the date of such proposed Borrowing. Each such telephonic Borrowing Request shall
be irrevocable and shall be confirmed promptly by hand delivery, facsimile or a communication through Electronic System to the Administrative
Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower Representative. Each such
telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:


 


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


 


(ii)            the
Agreed Currency and aggregate amount of the requested Borrowing and a breakdown of the separate
wires comprising such Borrowing;


 


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


 


(iv)            whether
such Borrowing is to be an ABR Borrowing or a Term Benchmark Borrowing; and


 


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


 






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If
no election as to the currency of a Borrowing is specified, then the requested Borrowing shall be made in Dollars. If no election
as to the Type of Borrowing is specified, then, in the case
of a Borrowing denominated in Dollars, the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified
with respect to any requested Term Benchmark Borrowing, then the applicable Borrower(s) shall be deemed to have selected an Interest
Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative
Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested
Borrowing. Notwithstanding the foregoing, in no event shall any Borrower be permitted to request a CBR
Loan (it being understood and agreed that a Central Bank Rate shall only apply to the extent provided in Sections 2.08(e), 2.14(a), 2.14(g) and
2.14(h)).


 


SECTION 2.04.     [Intentionally
Omitted]Determination
of Dollar Amounts..                                            


 


The
Dollar Amount of all Loans, Borrowings, Letters of Credit and LC Exposure, as applicable, denominated in Foreign Currencies hereunder
shall be determined on each Revaluation Date.


 


SECTION 2.05.     Swingline
Loans.


 


(a)            The
Administrative Agent, the Swingline Lender and the Revolving Lenders agree that in order to facilitate the administration of this Agreement
and the other Loan Documents, promptly after the Borrower Representative requests an ABR Borrowing, the Swingline Lender may elect to
have the terms of this Section 2.05(a) apply to such Borrowing Request by advancing, on behalf of the Revolving Lenders and
in the amount requested, same day funds to the Borrowers, on the date of the applicable Borrowing to the Funding Account(s) (each
such Loan made solely by the Swingline Lender pursuant to this Section 2.05(a) is referred to in this Agreement as a “Swingline
Loan”), with settlement among them as to the Swingline Loans to take place on a periodic basis as set forth in Section 2.05(c).
Each Swingline Loan shall be denominated in Dollars and shall be subject to all the terms and
conditions applicable to other ABR Loans funded by the Revolving Lenders, except that all payments thereon shall be payable to the Swingline
Lender solely for its own account and shall bear interest as set forth in Section 2.13(d)(ii). The aggregate amount of Swingline
Loans outstanding at any time shall not exceed $7,500,000.


 


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


 


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


 






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SECTION 2.06.     Letters
of Credit.


 


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


 






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(b)            Notice
of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal
or extension of an outstanding Letter of Credit), the Borrower Representative shall deliver by hand or facsimile (or transmit through
Electronic Systems, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent
(reasonably in advance of, but in any event no less than three (3) Business Days prior to the requested date of issuance, amendment,
renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed
or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such
Letter of Credit is to expire (which shall comply with paragraph (c) of this Section 2.06), the amount and
Agreed Currency of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall
be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the applicable Borrower also
shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit.
A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter
of Credit the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension
(i) the aggregateDollar Amount of the
LC Exposure shall not exceed $5,000,000, (ii) no Revolving Lender’s Revolving Exposure shall exceed its Revolving Commitment
and (iii) the Aggregate Revolving Exposure shall not exceed the Aggregate Revolving Commitment.


 


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


 


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


 






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(e)            Reimbursement.
If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers shall reimburse such LC
Disbursement by paying to the Administrative Agent an amount in
the currency of such LC Disbursement (or, at the sole discretion of the Issuing Bank, in Dollars in the Dollar Amount of such LC
Disbursement calculated using the Exchange Rate on the date such LC Disbursement was made) equal to such LC Disbursement
(i) not later than 11:00 a.m., Chicago time, on the date that such LC Disbursement is made, if the Borrower Representative
shall have received notice of such LC Disbursement prior to 9:00 a.m., Chicago time, on such date, or, (ii) if such notice has
not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m., Chicago time, on
(A) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m.,
Chicago time, on the day of receipt, or (B) the Business Day immediately following the day that the Borrower Representative
receives such notice, if such notice is not received prior to such time on the day of receipt; provided that (x) if
such LC Disbursement is denominated in Dollars, the Borrowers may, subject to the conditions to borrowing set forth
herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or
Swingline Loan in an equivalent amount andor,
(y) if such LC Disbursement is denominated in a Foreign Currency, the Borrowers may, subject to the conditions to borrowings
set forth herein, request
in accordance with Section 2.03
that such payment be converted into an Equivalent Amount of an ABR Revolving Borrowing denominated in Dollars in an amount equal to
the Dollar Amount of such Foreign Currency and, in each case, to the extent so financed, the Borrowers’ obligation
to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers
fail to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement,
the payment then due from the Borrowers in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following
receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then
due from the Borrowers, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and
Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative
Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by
the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute
such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse
the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender
pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a
Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to
reimburse such LC Disbursement. If
any Borrower’s reimbursement of, or obligation to reimburse, any amounts in any Foreign Currency would subject the
Administrative Agent, the Issuing Bank or any Lender to any stamp duty, ad valorem charge or similar tax that would not be payable
if such reimbursement were made or required to be made in Dollars, such Borrower shall, at its option, either (x) pay the
amount of any such tax requested by the Administrative Agent, the Issuing Bank or the relevant Lender or (y) reimburse each LC
Disbursement made in such Foreign Currency in Dollars, in an amount equal to the Dollar Amount thereof, calculated using the
applicable Exchange Rates, on the date such LC Disbursement is made.


 


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


 






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


 


(h)            Interim
Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the Borrowers shall reimburse such LC Disbursement in full
in the applicable currency on the date such LC Disbursement is made (or,
at the sole discretion of the Issuing Bank, in Dollars in the Dollar Amount of such LC Disbursement calculated using the Exchange Rate
on the date such LC Disbursement was made), the unpaid amount thereof shall bear interest, for each day from and including
the date such LC Disbursement is made to but excluding the date that the Borrowers reimburse such LC Disbursement, at the rate per annum
then applicable to ABR Revolving Loans and such interest shall be payable on the date when such reimbursement is due; provided
that, if the Borrowers fail to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section 2.06, then
Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except
that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (e) of this Section 2.06
to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.


 


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


 






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


 


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


 


SECTION 2.07.     Funding
of Borrowings.


 


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


 






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(b)            Unless
the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such
Lender has made such share available on such date in accordance with paragraph (a) of this Section 2.07 and may, in reliance
upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made
its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree
to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including
the date such amount is made available to the applicable Borrower to but excluding the date of payment to the Administrative Agent, at
(i) in the case of such Lender, the greater of the NYFRBapplicable
Overnight Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation or (ii) in the case of the Borrowers, the interest rate applicable to ABR Loans, or
in the case of Foreign Currencies, in accordance with such market practice, in each case, as applicable. If such Lender pays
such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing; provided,
that any interest received from any Borrower by the Administrative Agent during the period beginning when the
Administrative Agent funded the Borrowing until such Lender pays such amount shall be solely for the account of the Administrative
Agent.


 


SECTION 2.08.     Interest
Elections. (a) Each Borrowing initially shall be of the Type and Agreed Currency specified
in the applicable Borrowing Request and, in the case of a Term Benchmark Borrowing, shall have an initial Interest Period as specified
in such Borrowing Request. Thereafter, the Borrower Representative may elect to convert such Borrowing to a different Type or to continue
such Borrowing and, in the case of a Term Benchmark Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.08.
The Borrower Representative may elect different options with respect to different portions of the affected Borrowing, in which case each
such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such
portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings, which may not be converted
or continued.


 


(b)            To
make an election pursuant to this Section 2.08, the Borrower Representative shall notify the Administrative Agent of such election
by telephone (solely in the case of a Borrowing denominated in Dollars) or through Electronic
System, if arrangements for doing so have been approved by the Administrative Agent, by the time that a Borrowing Request would be required
under Section 2.03 if the Borrowers were requesting a Borrowing of the Type resulting from such election to be made on the effective
date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery,
Electronic System or facsimile to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative
Agent and signed by the Borrower Representative. Notwithstanding any contrary provision herein, this Section shall
not be construed to permit any Borrower to (i) change the currency of any Borrowing, (ii) elect an Interest Period for Term
Benchmark Loans that does not comply with Section 2.02(d), (iii) convert any Borrowing to a Borrowing of a Type not available
under the Class of Commitments pursuant to which such Borrowing was made or (iv) elect a Central Bank Rate (it being understood
and agreed that the Central Bank Rate shall only apply to the extent provided in Sections 2.08(e), 2.14(a), 2.14(g) and 2.14(h)).


 


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


 






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


 


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


 


(iii)            whether
the resulting Borrowing is to be an ABR Borrowing (in the case of a Borrowing denominated in Dollars)
or a Term Benchmark Borrowing; and


 


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


 


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


 


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


 


(e)            If
the Borrower Representative fails to deliver a timely Interest Election Request with respect to a Term Benchmark Borrowing prior to the
end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period
(i) in the case of a Borrowing denominated in Dollars, such Borrowing shall be converted
to an ABR Borrowing. and (ii) in the case of a Borrowing
denominated in a Foreign Currency in respect of which the applicable Borrower shall have failed to deliver an Interest Election Request
prior to the third (3rd) Business Day preceding the end of such Interest Period, such Borrowing shall automatically continue as a Term
Benchmark Borrowing in the same Agreed Currency with an Interest Period of one month unless (x) such Term Benchmark Borrowing is
or was repaid in accordance with Section 2.11 or (y) such Borrower shall have given the Administrative Agent an Interest Election
Request requesting that, at the end of such Interest Period, such Term Benchmark Borrowing continue as a Term Benchmark Borrowing for
the same or another Interest Period.


 


(e) Notwithstanding
any contrary provision hereof, if a Default has occurred and is continuing and the Administrative Agent, at the request of the Required
Lenders, so notifies the Borrower Representative, then, so long as a Default is continuing (i) no
outstanding Borrowing may be converted to or continued as a Term Benchmark Borrowing and (ii) unless
repaid, each Term Benchmark Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.:


 


(i)           no
outstanding Borrowing may be converted to or continued as a Term Benchmark Borrowing;


 


(ii)            unless
repaid, each Term Benchmark Borrowing denominated in Dollars shall be converted to an ABR Borrowing at the end of the Interest Period
applicable thereto (or the next succeeding Business Day if such day is not a Business Day); and


 


(iii)            unless
repaid, each Term Benchmark Borrowing denominated in a Foreign Currency shall, on the last day of the Interest Period applicable thereto
(or the next succeeding Business Day if such day is not a Business Day), bear interest at a rate per annum equal to the Central Bank Rate
for such Foreign Currency plus the CBR Spread; provided that, if the Administrative Agent determines (which determination shall be conclusive
and binding absent manifest error) that the Central Bank Rate for such Foreign Currency cannot be determined, any outstanding affected
Term Benchmark Loans denominated in such Foreign Currency shall either be (1) converted to an ABR Borrowing denominated in Dollars
(in an amount equal to the Dollar Amount of such Foreign Currency) at the end of the Interest Period, as applicable, therefor or (2) prepaid
at the end of the applicable Interest Period or on the Interest Payment Date, as applicable, in full; provided further that if no election
is made by the applicable Borrower by the earlier of (A) the date that is three Business Days after receipt by such Borrower of such
notice and (B) the last day of the current Interest Period for the applicable Term Benchmark Loan, such Borrower shall be deemed
to have elected clause (1) above.


 






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SECTION 2.09.     Termination
of Commitments; Increase in Commitments.


 


(a)            Unless
previously terminated, (i) the Additional Term Loan Commitments shall terminate on the Third Amendment Effective Date upon the earlier
of the funding of the Additional Term Loans (immediately after giving effect to such funding) and 4:00 p.m (Chicago Time) on the Third
Amendment Effective Date and (ii) all other Commitments shall terminate on the Maturity Date. The commitments in respect of the Initial
Term Loans terminated in full immediately after giving effect to the funding of the Initial Term Loans on the Effective Date.


 


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


 


(c)            The
Borrower Representative shall notify the Administrative Agent of any election to terminate the Commitments under paragraph (b) of
this Section 2.09 at least three (3) Business Days prior to the effective date of such termination, specifying such election
and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents
thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that
a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the
effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative
Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination of the Commitments shall be permanent.
Each reduction of the Revolving Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments.


 


(d)            The
Borrowers may from time to time elect to increase the Revolving Commitments or enter into one or more additional tranches of term
loans (each, an “Incremental Term Loan”), in each case in a minimum amount of $15,000,000, so long as, there are
only a maximum of 3 such requests after the Third Amendment Effective Date and after giving effect thereto, the aggregate amount of
all such Revolving Commitment increases and all such Incremental Term Loans after the Third Amendment Effective Date does not exceed
$50,000,000. Each request from the Borrower Representative, on behalf of the Borrowers, pursuant to this Section 2.09 shall set
forth the requested amount and proposed terms of the relevant Revolving Commitment increase or Incremental Term Loans. The Borrowers
may arrange for any such Revolving Commitment increase or Incremental Term Loan to be provided by one or more Lenders (each Lender
so agreeing to an increase in its Revolving Commitment, or to participate in such Incremental Term Loans, an “Increasing
Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution
or other entity, an “Augmenting Lender” and, together with each Increasing Lender, collectively, the
“Additional Lenders”), to increase their existing Revolving Commitments, or to participate in such Incremental
Term Loans, or extend Revolving Commitments, as the case may be; provided, that each Augmenting Lender shall be subject to
the approval of the Borrower Representative and the Administrative Agent and, except in the case of an Incremental Term Loan, the
Swingline Lender and the Issuing Bank, which approvals shall not be unreasonably withheld, delayed or conditioned. No existing
Lender shall have any obligation or be required to provide any Revolving Commitment increase or any Incremental Term Loan unless it
expressly so agrees. No consent of any Lender (other than the Lenders participating in such Revolving Commitment increase or
Incremental Term Loan) shall be required for any such increase or Incremental Term Loan pursuant to this Section 2.09.


 






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(e)            Revolving
Commitment increases and Incremental Term Loans created pursuant to this Section 2.09 shall become effective on the date agreed by
the Borrower Representative, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative
Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in the Revolving Commitment
of any Lender) or Incremental Term Loan shall become effective under this paragraph unless (i) on the proposed date of the effectiveness
of such Revolving Commitment increase or Incremental Term Loan, (A) the conditions set forth in paragraphs (a) and (b) of
Section 4.02 shall be satisfied both before and immediately after giving effect to such Revolving Commitment increase or Incremental
Term Loan or waived by the Required Lenders, and the Administrative Agent shall have received a certificate to that effect dated such
date and executed by a Financial Officer of the Borrower Representative and (B) the Loan Parties shall be in pro forma compliance
with each financial covenant set forth in Sections 6.12 and 6.13, recomputed (1) as if such Revolving Commitment increase or Incremental
Term Loan (and the application of proceeds thereof to the repayment of any other Indebtedness) had occurred on the first day of the four-fiscal
quarter period most recently ended preceding the date thereof for which the Borrower Representative has delivered financial statements,
and (2) with Consolidated Total Indebtedness, EBITDA and Interest Expense measured as of the date of and immediately after giving
effect to any funding in connection with such Revolving Commitment increase or Incremental Term Loan (and the application of proceeds
thereof to the repayment of any other Indebtedness), and assuming the full drawing under any such Revolving Commitment increase or Incremental
Term Loan, and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date
as to the corporate power and authority of the Borrowers to borrow hereunder immediately after giving effect to such Revolving Commitment
increase or Incremental Term Loan.


 


(f)            On
the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall
make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for
the benefit of the other Lenders, as being required in order to cause, after giving effect to such Revolving Commitment increase and the
use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the
Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, and the Administrative Agent shall make such other adjustments
among the Lenders with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts
paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation
and (ii) except in the case of any Incremental Term Loans, the Borrowers shall be deemed to have repaid and reborrowed all outstanding
Revolving Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving
Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower Representative, in accordance with
the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence
shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Term Benchmark Loan, shall be subject
to indemnification by the Borrowers pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last
day of the related Interest Periods.


 






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(g)            The
Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and the existing Term Loans,
(ii) shall not mature earlier than the Maturity Date (but may have amortization prior to such date), (iii) shall have a weighted
average life to maturity that is no earlier than the weighted average life to maturity of the existing Term Loans, and (iv) shall
be treated substantially the same as (and in any event no more favorable in any material respect than) the existing Term Loans or Revolving
Loans; provided, that (A) any fees applicable to the increase in Revolving Loans and the Incremental Term Loans shall be determined
by the Borrowers, the Arranger and the applicable Additional Lenders and (B) the terms and conditions applicable to any tranche of
Incremental Term Loans maturing after the latest Maturity Date in effect at such time may provide for material additional or different
financial or other covenants or prepayment requirements applicable only during periods after such Maturity Date.


 


(h)            Incremental
Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of
this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Additional Lender participating in such
Incremental Term Loan, as applicable, and the Administrative Agent. Each Incremental Term Loan Amendment may, without the consent of any
other Lenders (except to the extent required pursuant to the provisos in Section 9.02(a)) or the Required Lenders, effect such amendments
to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent,
to effect the provisions of this Section 2.09. Nothing contained in this Section 2.09 shall constitute, or otherwise be deemed
to be, a commitment on the part of any Lender to increase its Revolving Commitment hereunder, or provide Incremental Term Loans, at any
time. Within a reasonable time after the effective date of any increase or addition, the Administrative Agent shall, and is hereby authorized
and directed to, revise the Commitment Schedule to reflect such increase or addition and shall distribute such revised Commitment Schedule
to each of the Lenders and the Borrowers, whereupon such revised Commitment Schedule shall replace the old Commitment Schedule and become
part of this Agreement.


 


(i)            In
connection with any increase of the Revolving Commitments or Incremental Term Loans pursuant to this Section 2.09, any new lending
institution becoming a party hereto shall (i) execute such documents and agreements as the Administrative Agent may reasonably request
and (ii) provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall
be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations,
including without limitation, the USA PATRIOT Act.


 


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


 


(a)            The
Borrowers hereby unconditionally promise to pay to the Administrative Agent for the account of each Revolving Lender the then unpaid principal
amount of each Revolving Loan on the Maturity Date in the currency of such Loan.


 


(b)            The
Borrowers hereby unconditionally promise to pay to the Administrative Agent for the account of each Term Lender on the last Business Day
of each calendar quarter set forth below the aggregate principal amount set forth opposite such date (as adjusted from time to time pursuant
to Section 2.11(c) or 2.18(b)):


 


	Calendar Quarter Ending	 	Amount	 
	September 30, 2021	 	$	1,562,500	 
	December 31, 2021	 	$	1,562,500	 
	March 31, 2022	 	$	1,562,500	 
	June 30, 2022	 	$	1,562,500	 
	September 30, 2022 and each calendar quarter ending thereafter	 	$	3,125,000	 



 


To the extent not previously paid, the remaining
outstanding principal amount of all Term Loans shall be paid in full in cash in Dollars on
the Maturity Date.


 






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


 


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


 


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


 


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


 


SECTION 2.11.     Prepayment
of Loans.


 


(a)            The
Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice
in accordance with paragraph (d) of this Section 2.11 and, if applicable, payment of any break funding expenses under Section 2.16,
but without any other penalty premium or other prepayment fee.


 


(b)            In
the event and on each occasion that any Net Proceeds are received by or on behalf of any Loan Party or any Subsidiary in respect of any
Prepayment Event, the Borrowers shall, immediately after such Net Proceeds are received by such Loan Party or any Subsidiary, prepay the
Obligations as set forth in Section 2.11(c) below in an aggregate amount equal to 100% of such Net Proceeds; provided
that in the case of any event described in clause (a) of the definition of the term “Prepayment Event”, if the Borrower
Representative shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the Loan Parties intend
to reinvest the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such
Net Proceeds, to either (i) acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory)
to be used in the business of the Loan Parties, or (ii) consummate a Permitted Acquisition, and certifying that no Event of Default
has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified
in such certificate; provided that the Borrower Representative may request a ninety (90) day extension of such reinvestment
period, and the Administrative Agent may agree to such extension in its sole discretion. Any Net Proceeds of such Prepayment Event which
have not been so reinvested shall be applied as set forth in Section 2.11(c).


 






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(c)            All
such amounts pursuant to Section 2.11(b) shall be applied, first, to prepay the Term Loans (to be applied to installments
of the Term Loans in inverse order of maturity), and second, to prepay the Revolving Loans (including Swingline Loans) without
a corresponding reduction in the Revolving Commitments and to cash collateralize outstanding LC Exposure.


 


(d)            The
Borrower Representative shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline
Lender) by telephone (confirmed by facsimile) or through Electronic System, if arrangements for doing so have been approved by the
Administrative Agent, of any prepayment hereunder not later than 10:00 a.m., Chicago time, (A) in the case of prepayment of a
Term Benchmark Revolving Borrowing, three (3) Business Days before the date of
prepayment, or (B) in the case of prepayment of an ABR Revolving Borrowing,
one (1) Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date
and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is
given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.09, then
such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly
following receipt of any such notice relating to a Revolving Borrowing, the
Administrative Agent shall advise the applicable Lenders
of the contents thereof. Each partial prepayment of any Revolving Borrowing shall
be in an amount that would be permitted in the case of an advance of a Revolving Borrowing
of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing of
any Class shall be applied ratably to the Revolving Loans of
such Class included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the
extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16.


 


(e)            If
at any time, (i) other than as a result of fluctuations in currency exchange rates, the sum of the aggregate principal Dollar Amount
of all of the Revolving Exposures (calculated, with respect to those Loans and Letters of Credit denominated in Foreign Currencies, as
of the most recent Revaluation Date with respect to each such Loan and Letter of Credit) exceeds the aggregate Revolving Commitments or
(ii) solely as a result of fluctuations in currency exchange rates, the sum of the aggregate principal Dollar Amount of all of the
Revolving Exposures (so calculated) exceeds 105% of the aggregate Revolving Commitments, then the Borrowers shall, in each case, following
receipt of notice from the Administrative Agent, repay Revolving Borrowings or cash collateralize LC Exposure in an account with the Administrative
Agent pursuant to Section 2.06(j), as applicable, in an aggregate principal amount sufficient to cause the aggregate Dollar Amount
of all Revolving Exposures (so calculated) to be less than or equal to the aggregate Revolving Commitments.


 


SECTION 2.12.     Fees.


 


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


 


(b)            [Reserved].


 


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


 






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


 


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


 


SECTION 2.13.     Interest.
(a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.


 


(b)            The
Loans comprising each Term Benchmark Borrowing shall bear interest at the Adjusted LIBO RateTerm
Benchmark for the applicable currency and for the Interest Period in effect for such Borrowing plus the Applicable Rate.


 


(c)            Notwithstanding
the foregoing, during the occurrence and continuance of an Event of Default, the Administrative Agent or the Required Lenders may, at
their option, by notice to the Borrower Representative (which notice may be revoked at the option of the Required Lenders notwithstanding
any provision of Section 9.02 requiring the consent of “each Lender affected thereby” for reductions in interest rates),
declare that (i) all Loans shall bear interest at 2% plus the rate applicable to ABR Loans as provided in the preceding paragraphs
of this Section 2.13 or (ii) in the case of any other amount outstanding hereunder, such amount shall accrue at 2% plus the
rate applicable to ABR Loans as provided in the preceding paragraphs of this Section 2.13.


 


(d)            (i) Accrued
interest on each Loan (for ABR Loans, accrued through the last day of the prior fiscal quarter) shall be payable in arrears on,
in the same Agreed Currency as the applicable Loan, on each Interest Payment Date for such Loan and upon termination of the
Commitments; provided that (A) interest accrued pursuant to Section 2.13(c) shall be payable on demand, (B) in
the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Availability
Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (C) in
the event of any conversion of any Term Benchmark Loan prior to the end of the current Interest Period therefor, accrued interest on such
Loan shall be payable on the effective date of such conversion.


 


(ii)            Notwithstanding
any other provision of this Agreement, subject to Section 2.14, each Swingline Loan shall bear interest at the LIBOR
Market Index Rate plus the applicable rate per annum set forth under the caption “Term Benchmark Spread for Revolving
Loans” in the definition of “Applicable Rate”. With respect to any Swingline Loan, the Interest Payment Date shall
be the first day of each calendar month and the Maturity Date, and the Interest Period shall be the period commencing on the date of
any Swingline Borrowing and ending one month thereafter; provided that (A) if any Interest Period would end on a day
other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding
Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day
and (B) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last
calendar month of such Interest Period. Accrued interest on each Swingline Loan through the last day of the prior calendar month
shall be payable in arrears on each Interest Payment Date for such Swingline Loan and upon termination of the Commitments. The
applicable LIBOR Market Index Rate shall be determined by the Administrative Agent, and such determination shall be conclusive
absent manifest error.


 












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(e)            All
interest hereunder shall be computed on the basis of a year of 360 days, except that interest (i) computed
by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis
of a year of 365 days (or 366 days in a leap year), and(ii) for
Borrowings denominated in Australian Dollars shall be computed on the basis of a year of 365 days and (iii) for Borrowings denominated
in New Zealand Dollars shall be computed on the basis of a year of 365 days, and in each case shall be payable for the
actual number of days elapsed (including the first day but excluding the last day). All interest hereunder
on any Loan shall be computed on a daily basis based upon the outstanding principal amount of such  Loan as of the applicable date of determination.
The applicable Alternate Base Rate, Adjusted LIBO Rate, or LIBO Rate,
Adjusted AUD Rate, AUD Rate, Adjusted NZD Rate, NZD Rate, LIBOR Market Index Rate or Central Bank Rate shall be determined
by the Administrative Agent, and such determination shall be conclusive absent manifest error.


 


SECTION 2.14.     Alternate
Rate of Interest; Illegality.


 


(a)            Subject
to clauses (c), (d), (e), (f), (g) and (h) of this Section 2.14, if:


 


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


 


(ii)            the
Administrative Agent is advised by the Required Lenders prior to the commencement of any Interest Period for a Term Benchmark Borrowing
that the Adjusted LIBO Rate or, the LIBO Rate,
the LIBOR Market Index Rate, the Adjusted AUD Rate, the AUD Rate, the Adjusted NZD Rate, the NZD Rate, as applicable, for the
applicable Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their
Loans included in such Borrowing for such Interest Period;


 


then the Administrative Agent shall give notice
thereof to the Borrower Representative and the Lenders through Electronic System as provided in Section 9.01 as promptly as practicable
thereafter and, until (x) the Administrative Agent notifies the Borrower Representative
and the Lenders that the circumstances giving rise to such notice no longer exist, (i) 
with respect to the relevant Benchmark and (y) the Borrower Representative delivers a new Interest
Election Request in accordance with the terms of Section 2.08 or a new Borrowing Request in accordance with the terms of Section 2.03,
(A) for Loans denominated in Dollars, any Interest Election Request that requests the conversion of any Revolving Borrowing to, or
continuation of any Revolving Borrowing as, a Term  Benchmark Borrowing and any Borrowing Request that requests a Term Benchmark Revolving
Borrowing shall instead be deemed to be an Interest Election Request or a Borrowing Request, as applicable, for an ABR Borrowing and (B) for
Loans denominated in a Foreign Currency, any Interest Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Term Benchmark Borrowing shall be ineffective and any such
Term Benchmark Borrowing shall be repaid or converted into an ABR Borrowing on
the last day of the then current Interest Period applicable thereto,
and (ii) if anyand any Borrowing Request that
requests a Term Benchmark Borrowing, such Borrowing shall
be made as an ABR Borrowing. for
the relevant Benchmark shall be ineffective; provided that, if the circumstances giving rise to such notice affect only one Type of Borrowings,
then all other Types of Borrowings shall be permitted.


 









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Furthermore,
if any Term Benchmark Loan in any Agreed Currency is outstanding on the date of a Borrower’s receipt of the notice from the Administrative
Agent referred to in this ‎Section 2.14(a) with respect to a Relevant Rate applicable to such Term Benchmark Loan, then
until (x) the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such
notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance
with the terms of Section 2.08 or a new Borrowing Request in accordance with the terms of Section 2.03, (A) for
Loans denominated in Dollars, any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next
succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, an ABR
Loan and (B) for Loans denominated in a Foreign Currency, any Term Benchmark Loan shall, on the last day of the Interest Period applicable
to such Loan (or the next succeeding Business Day if such day is not a Business Day) bear interest at the Central Bank Rate for the applicable
Foreign Currency plus the CBR Spread; provided that, if the Administrative Agent determines (which determination shall be conclusive and
binding absent manifest error) that the Central Bank Rate for the applicable Foreign Currency cannot be determined, any outstanding affected
Term Benchmark Loans denominated in such Foreign Currency shall, at the Borrower Representative’s election prior to such day: (1) be
prepaid by the Borrowers on such day or (2) solely for the purpose of calculating the interest rate applicable to such Term Benchmark
Loan, such Term Benchmark Loan denominated in such Foreign Currency shall be deemed to be a Term Benchmark Loan denominated in Dollars
and shall accrue interest at the same interest rate applicable to Term Benchmark Loans denominated in Dollars at such time.


 


(b)            If
any Lender determines that any Requirement of Law has made it unlawful, or if any Governmental Authority has asserted that it is
unlawful, for any Lender or its applicable lending office to make, maintain, fund or continue any Term Benchmark Borrowing or any
Swingline Loan, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell,
or to take deposits of, U.S. Dollarsany
Agreed Currency in the Londonapplicable interbank
market, then, on notice thereof by such Lender to the Borrower Representative through the Administrative Agent, any obligations of
such Lender to make, maintain, fund or continue Term Benchmark Loans or Swingline Loans or to convert ABR Borrowings to Term
Benchmark Borrowings,
in each case, to the extent of the affected currency and Interest Period, as applicable, will be suspended until such
Lender notifies the Administrative Agent and the Borrower Representative that the circumstances giving rise to such determination no
longer exist. Upon receipt of such notice, the Borrowers will upon demand from such Lender (with a copy to the Administrative
Agent), either convert all Term Benchmark Borrowings or Swingline Loans of such Lender to ABR Borrowings, either on the last day of
the Interest Period therefor, if such Lender may lawfully continue to maintain such Term Benchmark Borrowings or Swingline Loans to
such day, or immediately, if such Lender may not lawfully continue to maintain such Loans. Upon any such prepayment or conversion,
the Borrowers will also pay accrued interest on the amount so prepaid or converted. Furthermore,
if any Term Benchmark in any Agreed Currency is outstanding on the date of the Borrower Representative’s receipt of the notice
from the Administrative Agent referred to in this Section 2.14(b) with respect to a Relevant Rate applicable to such Term
Benchmark, then until the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving
rise to such notice no longer exist:


 









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(i)            if
such Term Benchmark Loan is denominated in Dollars, then on the last day of the Interest Period applicable to such Loan (or the next
succeeding Business Day if such day is not a Business Day), such Loan shall be converted by the Administrative Agent to, and shall constitute,
an ABR Loan denominated in Dollars on such day; and


 


(ii)            if
such Term Benchmark Loan is denominated in any Foreign Currency, then such Loan shall, on the last day of the Interest Period applicable
to such Loan (or the next succeeding Business Day if such day is not a Business Day), bear interest at the Central Bank Rate for such
Foreign Currency plus the Applicable Rate; provided, that, if the Administrative Agent determines (which determination shall be conclusive
and binding absent manifest error) that the Central Bank Rate for such Foreign Currency cannot be determined, any outstanding affected
Term Benchmark Loans denominated in such Foreign Currency shall, at the Borrower Representative’s election prior to such day: (A) be
prepaid by the Borrower Representative on such day or (B) solely for the purpose of calculating the interest rate applicable to
such Term Benchmark Loan, such Term Benchmark Loan denominated in such Foreign Currency shall be deemed to be a Term Benchmark Loan denominated
in Dollars and shall accrue interest at the same interest rate applicable to Term Benchmark Loans denominated in Dollars at such time.


 


(c)            Notwithstanding
anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event, an Early Opt-in Election or an Other Benchmark
Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting
of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of
the definition of “Benchmark Replacement” with respect to Dollars for such
Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document
in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other
party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of
the definition of “Benchmark Replacement” with respect to any Agreed Currency for
such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan
Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after
the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any
other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written
notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.


 


(d)            Notwithstanding
anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, with
respect to a Loan denominated in Dollars, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred
prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace
the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark
settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided
that, this clause (d) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower Representative
a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after the
occurrence of a Term SOFR Transition Event and may do so in its sole discretion.


 









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


 


(f)            The
Administrative Agent will promptly notify the Borrower Representative and the Lenders of (i) any occurrence of a Benchmark
Transition Event, a Term SOFR Transition
Event, or
an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related
Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness
of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to
clause (g) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination,
decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to
this Section 2.14,
including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event,
circumstance or date and any decision to take or refrain from taking any action 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 2.14.


 


(g)            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), (i) if the then-current Benchmark is a term rate (including Term SOFR or, LIBO Rate,
AUD Rate or NZD Rate) and either (A) 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 the Administrative Agent in its reasonable discretion or
(B) 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 or will be no longer representative, then the Administrative Agent may
modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable
or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is
subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or
is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark
Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at
or after such time to reinstate such previously removed tenor.


 






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(h)            Upon
the Borrower Representative’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower Representative
may revoke any request for a Term Benchmark Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted
or continued during any Benchmark Unavailability Period and, failing that,in
the absence of such revocation, either (x) the Borrower Representative will be deemed to have converted any such request
for a Term Benchmark Borrowing denominated in Dollars into a request for a Borrowing of or
conversion to ABR Loans or (y) any request relating to a Term Benchmark Borrowing denominated in
a Foreign Currency shall be ineffective. 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 ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable,
will not be used in any determination of ABR.


 


Furthermore, if any Term Benchmark
in any Agreed Currency is outstanding on the date of the Company’s receipt of notice of the commencement of a Benchmark Unavailability
Period with respect to a Relevant Rate applicable to such Term Benchmark, then until such time as a Benchmark Replacement for such Agreed
Currency is implemented pursuant to this Section 2.14:





 


(i)            if
such Term Benchmark Loan is denominated in Dollars, then on the last day of the Interest Period applicable to such Loan (or the next succeeding
Business Day if such day is not a Business Day), such Loan shall be converted by the Administrative Agent to, and shall constitute, an
ABR Loan denominated in Dollars on such day; and


 


(ii)            if
such Term Benchmark Loan is denominated in any Foreign Currency, then such Loan shall, on the last day of the Interest Period applicable
to such Loan (or the next succeeding Business Day if such day is not a Business Day), bear interest at the Central Bank Rate for the applicable
Foreign Currency plus the CBR Spread; provided that if the Administrative Agent determines (which determination shall be conclusive and
binding absent manifest error) that the Central Bank Rate for such Foreign Currency cannot be determined, any outstanding affected Term
Benchmark Loans denominated in such Foreign Currency shall at the Company’s election prior to such day: (A) be prepaid by the
Company on such day or (B) solely for the purpose of calculating the interest rate applicable to such Term Benchmark Loan, such Term
Benchmark Loan denominated in such Foreign Currency shall be deemed to be a Term Benchmark Loan denominated in Dollars and shall accrue
interest at the same interest rate applicable to Term Benchmark Loans denominated in Dollars at such time.


 


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


 


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


 


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


 






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


 


and the result of any of the foregoing shall be
to increase the cost to such Lender or such other Recipient of making, continuing, converting into or maintaining any Loan (or of maintaining
its obligation to make any such Loan) (including, without limitation, pursuant to any conversion of any
Borrowing denominated in an Agreed Currency into a Borrowing denominated in any other Agreed Currency) or to increase the cost
to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit (including,
without limitation, pursuant to any conversion of any Borrowing denominated in an Agreed Currency into a Borrowing denominated in any
other Agreed Currency) or to reduce the amount of any sum received or receivable by such Lender, the Issuing Bank or such other
Recipient hereunder (whether of principal, interest or otherwise) (including, without limitation, pursuant
to any conversion of any Borrowing denominated in an Agreed Currency into a Borrowing denominated in any other Agreed Currency),
then the Borrowers will pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts
as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction
suffered.





 


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


 


(c)            A
certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank
or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 2.15 shall be delivered
to the Borrower Representative and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Issuing Bank,
as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.


 






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


 


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





 


SECTION 2.17.     Withholding
of Taxes; Gross-Up.


 


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


 


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


 






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


 


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


 


(e)            Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor,
for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified
the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes
attributable to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance of
a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative
Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment
or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes
the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise
payable by the Administrative Agent to such Lender from any other source against any amount due to the Administrative Agent under this
Section 2.17(e).





 


(f)            Status
of Lenders.


 


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


 






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


 


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


 


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


 


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


 


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





 


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


 


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


 






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


 


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


 


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


 


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


 









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


 


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


 


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


 


(a)            The
Borrowers shall make each payment required to be made by them hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements,
or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to (i) in the case
of payments denominated in Dollars, 2:00 p.m., Chicago time and (ii) in the case of payments denominated in a Foreign Currency, 2:00
p.m., Chicago time, in the city of the Administrative Agent’s Term Benchmark Payment Office for
such currency, in each case on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts
received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments shall be made (i) in
the same currency in which the applicable Loan or Letter of Credit was made and (ii) to the Administrative Agent at its
offices at 10 South Dearborn Street, Floor L2, Chicago, Illinois, or, in the case of a Loan or a
Letter of Credit denominated in a Foreign Currency, the Administrative Agent’s Term Benchmark Payment Office for such currency,
except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments
pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. Without
limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the
United States. The Administrative Agent shall distribute any such payments denominated in the
same currency received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof.
If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding
Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All
payments hereunder shall be made in U.S. Dollars.Notwithstanding
the foregoing provisions of this Section, if, after the making of any Loan or Letter of Credit in any Foreign Currency, currency control
or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Loan
or Letter of Credit was made (the “Original Currency”) no longer exists or any Borrower is not able to make payment to the
Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by such Borrower hereunder
in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such
payment due, it being the intention of the parties hereto that the Borrowers take all risks of the imposition of any such currency control
or exchange regulations.


 






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


 


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


 






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


 


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


 


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


 


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


 






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SECTION 2.19.     Mitigation
Obligations; Replacement of Lenders.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


SECTION 2.22.     Banking
Services and Swap Agreements. Each Lender or Affiliate thereof providing Banking Services (excluding Lease Financing) for, or having
Swap Agreements with, any Loan Party or any Subsidiary of a Loan Party shall upon request of the Administrative Agent, deliver to the
Administrative Agent, from time to time a summary of the amounts due or to become due in respect of such Banking Services Obligations
and Swap Agreement Obligations. For the avoidance of doubt, so long as JPMCB or its Affiliate is the Administrative Agent, neither JPMCB
nor any of its Affiliates providing Banking Services for, or having Swap Agreements with, any Loan Party or any Subsidiary of a Loan
Party shall be required to provide any notice described in this Section 2.22 in respect of such Banking Services or Swap Agreements.


 






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ARTICLE III


 


REPRESENTATIONS AND WARRANTIES


 


Each Loan Party represents
and warrants to the Lenders that:


 


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


 


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


 


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


 


SECTION 3.04.     Financial
Condition; No Material Adverse Change.


 


(a)            The
Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash
flows as of and for the fiscal year ended December 31, 2018, reported on by Deloitte & Touche LLP, independent public accountants.
Such financial statements present fairly, in all material respects, the financial position and results of operations of the Company and
its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments
and the absence of footnotes.


 


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


 


SECTION 3.05.     Properties.
(a) As of the Second Amendment Effective Date, Schedule 3.05 sets forth the address of each parcel of real property
that is owned or leased by any Loan Party. Each of the Loan Parties and each of its Subsidiaries has good and indefeasible title to,
or valid leasehold interests in, all of its real and personal property, free of all Liens other than those permitted by Section 6.02.


 


(b)            Each
Loan Party and each Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property
necessary to its business as currently conducted. The use of such intellectual property by each Loan Party and each Subsidiary does not
infringe in any material respect upon the rights of any other Person, and each Loan Party’s and each Subsidiary’s rights
thereto are not subject to any licensing agreement or similar arrangement (other than licenses of Intellectual Property permitted by
Section 6.05). A correct and complete list of registered intellectual property and applications for any such registrations
owned by each Loan Party and each Subsidiary, as of the Effective Date, is set forth on Schedule 3.05.


 






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


 


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


 


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


 


SECTION 3.07.     Compliance
with Laws and Agreements; No Default. Except where the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, each Loan Party and each Subsidiary is in compliance with (i) all Requirement of
Law applicable to it or its property and (ii) all indentures, agreements and other instruments binding upon it or its property.
No Default has occurred and is continuing. No Loan Party has contravened or will contravene Chapter 2E or 2J of the Australian Corporations
Act or sections 76 to 81 of the NZ Companies Act by entering into a Loan Document or participating in any transaction in connection with
any Loan Document.


 


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


 


SECTION 3.09.     Taxes.
Each Loan Party and each Subsidiary has timely filed or caused to be filed all federal, state, and material local and other Tax returns
and reports required to have been filed by it and has paid or caused to be paid all federal, state, and material local and other Taxes
required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which
such Loan Party or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) Taxes in respect of which
the aggregate liability does not exceed $250,000. No tax liens (other than Liens permitted by Section 6.02) have been filed and
no claims in excess of $250,000 (individually or in the aggregate) are being asserted with respect to any such taxes except Taxes that
are being contested in good faith by appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable, has set
aside on its books adequate reserves.


 






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SECTION 3.10.     ERISA.
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability
is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated
benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87)
did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of
such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes
of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting
such amounts, exceed by more than $250,000 the fair market value of the assets of all such underfunded Plans. None of the Loan Parties
or any of their Subsidiaries is an entity deemed to hold “plan assets” (within the meaning of the Plan Asset Regulations),
and neither the execution, delivery nor performance of the transactions contemplated under this Agreement, including the making of any
Loan and the issuance of any Letter of Credit hereunder, will give rise to a non-exempt prohibited transaction under Section 406
of ERISA or Section 4975 of the Code. Except where non-compliance or the incurrence of an obligation could not reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect, each Foreign Plan has been maintained in substantial compliance
with its terms and with the requirements of any and all applicable laws, and neither the Company nor any of its Subsidiaries has incurred
any obligation in connection with the termination of or withdrawal from any Foreign Plan.


 


SECTION 3.11.     Disclosure.


 


(a)            The
Loan Parties have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which any Loan Party or
any Subsidiary is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on
behalf of any Loan Party or any Subsidiary to the Administrative Agent or any Lender in connection with the negotiation of this Agreement
or any other Loan Document (as modified or supplemented by other information so furnished), taken as a whole, contains any material misstatement
of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading in any material respect; provided that, with respect to projected financial information, the Loan Parties
represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered
and, if such projected financial information was delivered prior to the Effective Date, as of the Effective Date (it being understood
that forecasts and projections are subject to contingencies and no assurance can be given that any forecast or projection will be realized).


 


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


 


SECTION 3.12.     Material
Agreements. All material agreements and contracts to which any Loan Party or any Subsidiary is a party or is bound as of the Effective
Date are listed on Schedule 3.12. To the knowledge of any Loan Party, no Loan Party or any Subsidiary is in default in the
performance, observance or fulfillment of any of the material obligations, covenants or conditions contained in (i) any material
agreement or contract to which it is a party or (ii) any agreement or instrument evidencing or governing Indebtedness having an
outstanding principal amount in excess of $500,000.


 


SECTION 3.13.     Solvency.





 


(a)            Upon
and immediately after the consummation of the Transactions to occur on the Third Amendment Effective Date, and immediately after the
making of each advance of a Loan hereunder, and in all instances after giving effect to the application of the proceeds of such Loan,
(i) the fair value of the assets of the Loan Parties, taken as a whole, at a fair valuation, will exceed their debts and liabilities,
subordinated, contingent or otherwise; (ii) the present fair saleable value of the property of the Loan Parties, taken as a whole,
will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated,
contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Loan Parties, taken as a whole,
will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute
and matured; and (iv) the Loan Parties, taken as a whole, will not have unreasonably small capital with which to conduct the business
in which they are engaged as such business is now conducted and is proposed to be conducted after the Third Amendment Effective Date.


 






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(b)            The
Loan Parties, taken as a whole, do not intend to, and do not believe that they will, incur debts beyond their ability to pay such debts
as they mature, taking into account the timing of and amounts of cash to be received by them and the timing of the amounts of cash to
be payable on or in respect of their Indebtedness.


 


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


 


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


 


SECTION 3.16.     Security
Interest in Collateral. The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all of the
Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, and, upon filing of UCC financing statements
and the taking of any other actions or making of filings required for perfection under the laws of the relevant Collateral Documents
and specified herein or in such Collateral Documents, as, and when necessary and required, and if applicable, the taking of actions or
making of filings with respect to intellectual property registrations or applications issued or pending as specified, such Liens constitute
perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Party and
all third parties, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances,
to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any
applicable law or agreement permitted hereunder and (b) Liens perfected only by possession (including possession of any certificate
of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral.


 


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


 






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SECTION 3.18.     Federal
Reserve Regulations. No Borrower is engaged and will not engage, principally or as one of its important activities, in the business
of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, and no part of the
proceeds of any Loan or Letter of Credit extension hereunder will be used to buy or carry any Margin Stock or for any purpose that entails
a violation of any of the Regulations of the Board, including Regulations T, U and X. Following the application of the proceeds of each
Borrowing or drawing under each Letter of Credit, not more than 25% of the value of the assets (either of the Borrowers only or of the
Borrowers and their Subsidiaries on a consolidated basis) will be Margin Stock.


 


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


 


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


 


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


 


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


 


SECTION 3.23.     Affected
Financial Institutions. No Loan Party is an Affected Financial Institution.


 


SECTION 3.24.     Carrying
on Business; Assets. Each Loan Party is a resident of the United States for purposes of the Canada-United States Income Tax Convention
(the “Treaty”) and is entitled to the full benefits of the Treaty. No Loan Party has any taxable income earned in
Canada from a source that is neither a treaty-protected business nor a treaty-protected property, and does not carry on its business
principally in Canada.


 






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ARTICLE IV


 


CONDITIONS


 


SECTION 4.01.     Effective
Date. The effectiveness of the Agreement on the Effective Date was subject to satisfaction of the following conditions precedent:


 


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


 


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


 


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


 


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


 






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


 


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


 





(g)            Payoff
of Existing Facility. All obligations outstanding under that certain Credit Agreement, dated June 27, 2018, among the Borrowers,
JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto, shall have been repaid in full in cash and all
lending commitments thereunder terminated.


 


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


 


(i)            Solvency.
The Administrative Agent shall have received a solvency certificate signed by a Financial Officer dated the Effective Date.


 


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


 


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


 


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


 


(m)            Approvals.
(i) All governmental and third party approvals reasonably necessary in connection with the financing contemplated hereby and the
continuing operations of the Company and its Subsidiaries (including shareholder approvals, if applicable) shall have been obtained on
terms satisfactory to Administrative Agent and shall be in full force and effect, and all applicable waiting periods shall have expired
without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions
on any of the transactions contemplated hereby; and (ii) there are no injunctions or temporary restraining order which, in the judgment
of the Administrative Agent, would prohibit the financing contemplated hereby.


 


(n)            Corporate
Structure. The corporate structure, capital structure and other material debt instruments, material accounts and governing documents
of the Borrowers and their Affiliates shall be acceptable to the Administrative Agent in its sole discretion.


 






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(o)          Insurance.
The Administrative Agent shall be satisfied with the amount, types and terms and conditions of all insurance maintained by the Loan Parties
and their Subsidiaries. The Administrative Agent shall have received copies of insurance policies, declaration pages, certificates and
endorsements of insurance or insurance binders evidencing liability, casualty, property, flood, terrorism and business interruption insurance
meeting the requirements set forth in the Loan Documents.


 


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


 


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


 


The Administrative Agent shall notify the Borrowers,
the Lenders and the Issuing Bank of the Effective Date, and such notice shall be conclusive and binding.


 


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


 


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


 


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


 


Each Borrowing and each issuance, amendment, renewal
or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as
to the matters specified in clauses (a) and (b) of this Section 4.02. Notwithstanding anything in this Agreement to
the contrary, the only conditions to funding the Additional Term Loans on the Third Amendment Effective Date shall be the satisfaction
of the conditions to effectiveness of the Third Amendment set forth in Section 4 of the Third Amendment.


 






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ARTICLE V


 


AFFIRMATIVE COVENANTS


 


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


 


SECTION 5.01.     Financial
Statements; Other Information. The Borrowers will furnish to the Administrative Agent:


 


(a)          within
ninety (90) days after the end of each fiscal year of the Company, the Company’s audited consolidated balance sheet and related
statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in
comparative form the figures for the previous fiscal year, all reported on by independent public accountants of recognized national standing
(without a “going concern” or like qualification, commentary or exception and without any qualification or exception as to
the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial
condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied, accompanied by any management letter prepared by said accountants;


 


(b)          within
forty-five (45) days after the end of each fiscal quarter of the Company, its consolidated and consolidating balance sheet and related
statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed
portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or,
in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer of the Borrower Representative
as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries
on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of
footnotes;


 


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


 


(d)          concurrently
with any delivery of financial statements under clause (a), (b) or (c) above, a certificate of a Financial Officer of the
Borrower Representative in substantially the form of Exhibit E (a “Compliance Certificate”) (i) certifying,
in the case of the financial statements delivered under clause (b) and (c), as presenting fairly in all material respects the
financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with
GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, (ii) certifying as to whether
a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with
respect thereto, (iii) setting forth reasonably detailed calculations of the Consolidated Total Leverage Ratio demonstrating compliance
with Section 6.12, (iv) setting forth reasonably detailed calculations of the Consolidated Fixed Charge Coverage Ratio
demonstrating compliance with Section 6.13, and (v) stating whether any change in GAAP or in the application thereof has occurred
since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the
effect of such change on the financial statements accompanying such certificate;


 






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(e)          no
later than 60 days after the end of each fiscal year of the Company, a copy of the plan and forecast (including a projected consolidated
and consolidating balance sheet, income statement and cash flow statement) of the Company, in each case, for each month of the upcoming
fiscal year (the “Projections”) in form reasonably satisfactory to the Administrative Agent;


 


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


 


(g)          if
requested by the Administrative Agent, as of the period then ended, a detailed listing of all intercompany loans made by the Loan Parties
during such prior period;


 


(h)          promptly
after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any
Loan Party or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with
any national securities exchange, or distributed by any Borrower to its shareholders generally, as the case may be; provided that any
filings available on EDGAR shall be deemed delivered to the Administrative Agent;


 


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


 


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


 


(k)          The
Loan Parties acknowledge that the Administrative Agent may order, at the Borrowers’ expense (which shall be limited to once
per annum if no Event of Default has occurred and is continuing), periodic certificates of good standing or the substantive
equivalent available in the jurisdictions of incorporation, formation or organization for each Loan Party from the appropriate
governmental officer such jurisdiction; and


 






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(l)          The
Loan Parties hereby acknowledge that (a) the Administrative Agent may, but shall not be obligated to, (and shall with respect to
documents required to be delivered pursuant to Sections 5.01(a), (b), and (c)) make available to the Lenders and the Issuing Bank materials
and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Borrower Materials”) by posting
the Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel
who do not wish to receive material non-public information with respect to the Borrowers or their Affiliates, or the respective securities
of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’
securities (such personnel, the “Public Side Personnel”). The Loan Parties hereby agree that they will use commercially
reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all
such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC”
shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Loan Parties
shall be deemed to have authorized the Administrative Agent, the Issuing Bank and the Lenders to treat such Borrower Materials as not
containing any material non-public information (although it may be sensitive and proprietary) with respect to the Loan Parties or their
securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials
constitute Information, they shall be treated as set forth in Section 9.12); (y) all Borrower Materials marked “PUBLIC”
are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the
Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only
for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Loan
Parties shall be under no obligation to mark any Borrower Materials “PUBLIC”. Furthermore, each Public Lender agrees to cause
at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information”
or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance
with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to
make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform
and that may contain material non-public information with respect to the Loan Parties or their securities for purposes of United States
Federal or state securities laws; provided that such individual with access to the “Private Side Information” shall not share
such information with the Public Side Personnel.


 


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


 


(a)          the
occurrence of any Default;


 


(b)          receipt
of any notice of any investigation by a Governmental Authority or any litigation or proceeding commenced or threatened in writing against
any Loan Party or any Subsidiary that (i) seeks damages in excess of $1,500,000, (ii) seeks injunctive relief that could reasonably
be expected to have a Material Adverse Effect, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets and
asserts liability on the part of any Loan Party or Subsidiary in excess of $1,000,000, (iv) alleges criminal misconduct by any Loan
Party or any Subsidiary, (v) alleges the violation of, or seeks to impose remedies under, any Environmental Law or related Requirement
of Law, or seeks to impose Environmental Liability, in each case that could reasonably be expected to have a Material Adverse Effect,
(vi) asserts liability on the part of any Loan Party or any Subsidiary in excess of $1,000,000 in respect of any tax, fee, assessment,
or other governmental charge, or (vii) involves any material product recall;


 


(c)          any
Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral for an amount in excess of $500,000;


 


(d)          any
loss, damage, or destruction to the Collateral in the amount of $500,000 or more, whether or not covered by insurance;


 


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


 


(f)           all
material amendments to Material Indebtedness or Subordinated Indebtedness, together with a copy of each such amendment;


 



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(g)          if
requested by the Administrative Agent, any Loan Party entering into a Swap Agreement (or an amendment thereto), together with (if requested
by the Administrative Agent) copies of all agreements evidencing such Swap Agreement or amendment;


 


(h)          the
occurrence of any ERISA Event (or, in the case of any Foreign Plan, a termination, withdrawal or noncompliance with applicable laws or
plan terms) that, alone or together with any other ERISA Events (or, in the case of any Foreign Plan, any other termination, withdrawal
or noncompliance with applicable laws or plan terms) that have occurred, could reasonably be expected to result in liability of the Loan
Parties and their Subsidiaries in an aggregate amount exceeding $1,000,000;


 


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


 


(j)           notice
of any action arising under any Environmental Law or of any noncompliance by the Loan Parties or any Subsidiary with any Environmental
Law or any permit, approval, license or other authorization required thereunder that, if adversely determined, could reasonably be expected
to result in a Material Adverse Effect;


 


(k)          any
material change in accounting or financial reporting practices by the Loan Parties or any Subsidiary which are not mandated by GAAP or
the rules and regulations of the Securities and Exchange Commission; and


 


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


 


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


 


SECTION 5.03.     Existence;
Conduct of Business. Each Loan Party will, and will cause each Subsidiary to, (a) do or cause to be done all things necessary
to preserve, renew and keep in full force and effect (A) its legal existence and (B) except to the extent the failure to do
so could, individually or in the aggregate, not be reasonably expected to have a Material Adverse Effect, the rights, qualifications,
licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses and permits material to the conduct
of its business (including licenses or permits issued, controlled, maintained or otherwise governed by the Bureau of Alcohol, Tobacco,
Firearms and Explosives of the United States’ Department of Justice), and maintain all requisite authority to conduct its business
in each jurisdiction in which its business is conducted, except to the extent the failure to do so could, individually or in the aggregate,
not be reasonably expected to have a Material Adverse Effect, provided that nothing in this Section 5.03 shall prohibit any
merger, consolidation, Division, liquidation or dissolution permitted under Section 6.03, and (b) carry on and conduct its
business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted.


 


SECTION 5.04.     Payment
of Obligations. Each Loan Party will, and will cause each Subsidiary to, pay or discharge all Material Indebtedness and all other
material liabilities and obligations, including Taxes (other than Taxes in respect of which the aggregate liability does not exceed $250,000),
before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good
faith by appropriate proceedings, (b) such Loan Party or Subsidiary has set aside on its books adequate reserves with respect thereto
in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a
Material Adverse Effect; provided, however, that each Loan Party will, and will cause each Subsidiary to, remit withholding
taxes and other payroll taxes to appropriate Governmental Authorities as and when claimed to be due, notwithstanding the foregoing exceptions.


 






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SECTION 5.05.     Maintenance
of Properties. Each Loan Party will, and will cause each Subsidiary to, keep and maintain all property material to the conduct of
its business in good working order and condition, ordinary wear and tear excepted, except where the failure to do so could, individually
or in the aggregate, not be reasonably expected to have a Material Adverse Effect.


 


SECTION 5.06.     Books
and Records; Inspection Rights. Each Loan Party will, and will cause each Subsidiary to, (a) keep proper books of record and
account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities
and (b) permit any representatives designated by the Administrative Agent or any Lender (including employees of the Administrative
Agent, any Lender or any consultants, accountants, lawyers, agents and appraisers retained by the Administrative Agent), upon reasonable
prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, environmental assessment
reports and Phase I or Phase II studies, and to discuss its affairs, finances and condition with its officers and independent accountants,
all at such reasonable times and as often as reasonably requested. Upon the Administrative Agent’s prior written request, at the
Borrowers’ expense, the Loan Parties will deliver to the Administrative Agent on a one time basis an environmental assessment of
the real property prepared by an environmental engineer reasonably acceptable to the Administrative Agent, and accompanied by such reports,
certificates, studies or data as the Administrative Agent may reasonably require, all in form and substance satisfactory to the Administrative
Agent.


 


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


 


SECTION 5.08.     Use
of Proceeds.


 


(a)          The
proceeds of the Revolving Loans, Swingline Loans and the Letters of Credit will be used only for financing the working capital needs of
the Borrowers and their Subsidiaries in the ordinary course of business and/or for other general corporate purposes of the Borrowers and
their Subsidiaries which are permitted hereunder (including, without limitation, to pay any consideration, fees or expenses in connection
with the Project Oscar Acquisition). The proceeds of the Term Loans will be used only for Permitted Acquisitions and for the working capital
and general corporate needs of the Borrowers and their Subsidiaries in the ordinary course of business; provided that, notwithstanding
the foregoing, the proceeds of the Additional Term Loans shall be used solely to pay all or a portion of the consideration, fees and expenses
in respect of the Project Oscar Acquisition substantially concurrently with the occurrence of the Third Amendment Effective Date. Notwithstanding
the foregoing or anything else contained in this Agreement, after the Effective Date, if the proceeds of the Loans are directly deposited
into a deposit account of the Company by the Administrative Agent or any Lender pursuant to this Agreement, the Company shall cause all
of such proceeds to be contributed (by intercompany loan or Equity Interest contribution) to a Borrower (other than the Company) in immediately
available funds, other than any proceeds used (i) in connection with ordinary course administrative, maintenance or other similar
obligations, fees, costs or expenses associated with the Company’s ownership of its Subsidiaries or the Company’s obligations
under the Loan Documents, (ii) for nonconsensual obligations imposed by operation of law, (iii) for ordinary course administrative
or other similar obligations, fees, costs or expenses with respect to the Company’s Equity Interests and existence (including payroll
and other expenses with respect to employees of the Company or taxes owed by the Company) and for other general corporate and working
capital purposes consistent with past practice, and (iv) to make investments permitted under Section 6.04(c) (other than
to a Loan Party that is not a Borrower), intercompany loans permitted under Section 6.04(d) (other than to a Loan Party that
is not a Borrower) and Section 6.04(m), and Restricted Payments permitted under Section 6.08(a)(iii). No part of the proceeds
of any Loan and no Letter of Credit will be used, whether directly or indirectly, for any purpose that entails a violation of any of the
Regulations of the Board, including Regulations T, U and X.


 






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(b)          No
Borrower will request any Borrowing or Letter of Credit, and no Borrower shall use, and each Borrower shall procure that its Subsidiaries
and its and their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit
(a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of
value, to any Person in violation of any Anti-Corruption Laws, (b) for the purpose of funding, financing or facilitating any activities,
business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permitted for a Person required
to comply with Sanctions, or (c) in any manner that would result in the violation of any Sanctions applicable to any party hereto.


 


SECTION 5.09.     Accuracy
of Information. The Loan Parties will ensure that any information, including financial statements or other documents, furnished to
the Administrative Agent or the Lenders in connection with this Agreement or any other Loan Document or any amendment or modification
hereof or thereof or waiver hereunder or thereunder (other than projections, forward-looking information and information of a general
economic or industry specific nature), taken as a whole, contains no material misstatement of fact or omits to state any material fact
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the furnishing
of such information shall be deemed to be a representation and warranty by the Borrowers on the date thereof as to the matters specified
in this Section 5.09; provided that, with respect to projected financial information, the Loan Parties will only ensure that
such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being understood that forecasts
and projections are subject to contingencies and no assurance can be given that any forecast or projection will be realized).


 


SECTION 5.10.     Insurance.
Each Loan Party will, and will cause each Subsidiary to, maintain with financially sound and reputable carriers having a financial strength
rating of at least A- by A.M. Best Company (a) insurance in such amounts (with no greater risk retention) and against such
risks (including, without limitation: loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement,
and other criminal activities; business interruption; and general liability) and such other hazards, as is customarily maintained by
companies of established repute engaged in the same or similar businesses operating in the same or similar locations and (b) all
insurance required pursuant to the Collateral Documents. The Borrowers will furnish to the Lenders, upon request of the Administrative
Agent, information in reasonable detail as to the insurance so maintained. Furthermore, the Loan Parties will furnish to the Administrative
Agent, lender’s loss payable and additional insured insurance endorsements with respect to the property and general liability insurance
policies required to be maintained pursuant to the Loan Documents, in form and substance satisfactory to the Administrative Agent in
its Permitted Discretion and (ii) insurance certificates with respect to the insurance policies required to be maintained pursuant
to the Loan Documents, in each case, in form and substance satisfactory to the Administrative Agent in its Permitted Discretion.


 


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


 






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SECTION 5.12.     Depository
Banks. Each Borrower and each other Loan Party will maintain the Administrative Agent as its principal depository bank, including
for the maintenance of operating, administrative, cash management, collection activity and other deposit accounts for the conduct of
its business; provided that the Loan Parties shall not be required to satisfy the foregoing requirements with respect to any deposit
account that is an Excluded Account (as defined in the Security Agreement).


 


SECTION 5.13.     Additional
Collateral; Further Assurances.


 


(a)          Subject
to applicable Requirement of Law, each Loan Party will cause each Material Subsidiary formed or acquired (or designated pursuant to the
definition of Material Subsidiary) after the date of this Agreement and, subject to the Third Amendment, each Project Oscar Material Subsidiary,
in each case, to become a Loan Party by executing a Joinder Agreement. Upon execution and delivery thereof, each such Person (i) shall
automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties and obligations in such capacity
under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the
other Secured Parties, in any property of such Loan Party which constitutes Collateral.


 


(b)          Each
Loan Party will cause 100% of the issued and outstanding Equity Interests of each of its directly-owned Subsidiaries to be subject at
all times to a first priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Administrative Agent and the
other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent
shall reasonably request.


 


(c)          Without
limiting the foregoing, but subject to Sections 5.13(e) and (g), each Loan Party will, and will cause each Subsidiary to, grant Liens
and security interests in favor of the Administrative Agent on all assets other than Excluded Property (as defined in the Security Agreement)
and to execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments,
and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings,
mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01 and Section 5.15,
as applicable), which may be required by any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request
to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens
created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative
Agent and all at the expense of the Loan Parties.


 


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


 






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(e)          Notwithstanding
anything in this Agreement or the other Loan Documents to the contrary, the Administrative Agent may (but shall not be obligated to) determine
in its sole and reasonable discretion that (i) the cost to the Loan Parties of granting and perfecting any Lien is disproportionate
to the benefit to be realized by the Administrative Agent, the Lenders and the other Secured Parties by perfecting a Lien in a given asset
or group of assets included in the Collateral or (ii) a Foreign Subsidiary shall not be required to become a Loan Party or provide
Collateral if, in the reasonable credit judgment of the Administrative Agent, doing so would result in a violation of applicable law or
such Foreign Subsidiary would not otherwise provide customary credit support to the Secured Obligations substantially similar to that
provided by Loan Parties organized under the laws of the United States of America or England and Wales, which determination may be based
upon (x) the amount and enforceability of, and any limitations applicable to, the Guarantee that would be provided by the relevant
Person, (y) the value (including after giving consideration to the extent of perfection and priority of Liens on such Collateral)
and enforceability of, and any limitations applicable to, any security interest that may be granted with respect to any Collateral of
the relevant Person and (z) any political risk, Requirement of Law or duties (fiduciary, trustee or otherwise) associated with the
relevant jurisdiction, and, in each such case, the Administrative Agent shall be permitted to, without the consent of the Lenders or Required
Lenders, waive any requirement related thereto under the Loan Documents.


 


(f)           Notwithstanding
anything to the contrary in this Agreement or the Third Amendment, (i) with respect to each Subsidiary incorporated under the laws
of Australia which is required to become a Loan Party pursuant to Section 5.13(a) or the Third Amendment, if doing so constitutes
financial assistance for the purposes of section 260A of the Australian Corporations Act (x) each such Subsidiary shall comply with
section 260B of the Australian Corporations Act and (y) the shareholders of each such Subsidiary and the shareholders of the ultimate
Australian holding company of each such Subsidiary shall approve the giving of financial assistance by undertaking the procedures referred
to in section 260B of the Australian Corporations Act, in each case, in connection with the entry into and performance of obligations
by such Subsidiaries under and in connection with the Loan Documents, and (ii) with respect to each Subsidiary incorporated under
the laws of New Zealand which is required to become a Loan Party pursuant to Section 5.13(a) or the Third Amendment, if doing
so constitutes financial assistance for the purposes of section 76 of the NZ Companies Act each such Subsidiary shall procure that the
financial assistance is approved under sections 76 and 77 (or sections 107 and 108) of the NZ Companies Act in connection with the entry
into and performance of obligations by such Subsidiaries under and in connection with the Loan Documents.


 


(g)          Notwithstanding
anything in this Agreement or the other Loan Documents to the contrary: (i) no perfection action will be required in jurisdictions
where Loan Parties are not incorporated or organized but perfection action may be required in the jurisdiction of incorporation or organization
of one Loan Party in relation to security granted by another Loan Party incorporated or organized in a different jurisdiction; (ii) all
Collateral (other than share security over subsidiaries which are also a Loan Party) shall be governed by the law of the jurisdiction
of incorporation or organization of that Loan Party; (iii) no Loan Party will be under any obligation to obtain any landlord, warehouseman
or bailee waiver, consent or agreement with respect to waiving or granting any liens or encumbrances or accessing Collateral, and the
Collateral Documents shall not operate so as to prevent transactions which are permitted or not prohibited under the Credit Agreement
or to require any additional consents or authorizations from Persons that are not Affiliates of the Loan Parties; (iv) the Collateral
Documents shall only operate to create a security interest of the Administrative Agent, for the benefit of the Secured Parties, rather
than to impose new commercial obligations and any new Collateral Documents shall not contain additional representations or undertakings
(such as, without limitation, in respect of insurance, notice provisions, further assurances, indemnities, distribution of proceeds, maintenance
of assets, information or the payment of costs) unless the same are substantially consistent with those contained in the existing Loan
Documents and with local market practice or are otherwise required or necessary for the creation, perfection or preservation of the Administrative
Agent’s security interest and shall not operate so as to prevent transactions which are otherwise permitted under the Loan Documents
or to require additional consents or authorizations from Persons that are not Affiliates of the Loan Parties; (v) from and after
the Third Amendment Effective Date, there will be no security interest granted to the Administrative Agent, for the benefit of the Secured
Parties, over real property unless such security interest may be granted as part of an “all assets” or similar type of security
interest (e.g., an all assets debenture) or, if specific security is required (e.g., a mortgage), such real property is owned real property
with a fair market value (as reasonably determined by the Borrower and the Administrative Agent) of $10,000,000 or more; and (vi) in
the case of an Australian Loan Party, subject to Section 5.13(e) and the other provisions of this paragraph (g), security interests
in favor of the Administrative Agent will be taken over substantially all of the assets of such Australian Loan Party.


 






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SECTION 5.14.     Other
Debt. If at any time the Loan Parties enter into any agreement in respect of any secured Indebtedness (other than Refinance Indebtedness)
having a principal amount in excess of $5,000,000 which has negative covenants, financial covenants and events of default which are,
taken as a whole, more favorable to the provider of such Indebtedness or more restrictive on the Loan Parties than the terms contained
herein, the Loan Parties shall, at the request of the Administrative Agent, promptly enter into an amendment to this Agreement to provide
the Lenders hereunder with the benefit of the terms of such other Indebtedness.


 


SECTION 5.15.     Real
Estate Requirements.


 


(a)           Except
as set forth in Section 5.13, with respect to each parcel of real property owned or acquired by any Loan Party, each Loan Party shall
deliver no later than sixty (60) days after the acquisition thereof (or such longer time as the Administrative Agent shall agree) each
of the following, in form and substance reasonably satisfactory to the Administrative Agent:


 


(i)            a
Mortgage on such property;


 


(ii)            evidence
that a counterpart of the Mortgage has been recorded in the place necessary, in the Administrative Agent’s judgment, to create a
valid and enforceable first priority Lien in favor of the Administrative Agent for the benefit of itself, the Lenders and the other Secured
Parties;


 


(iii)           ALTA
or other mortgagee’s title policy;


 


(iv)           an
ALTA survey prepared and certified to the Administrative Agent by a surveyor acceptable to the Administrative Agent;


 


(v)            an
opinion of counsel in the state in which such parcel of real property is located in form and substance and from counsel reasonably satisfactory
to the Administrative Agent;


 


(vi)           flood
certifications and, if any such parcel of real property is determined by the Administrative Agent to be in a flood zone, a flood notification
form signed by the Borrower Representative and evidence that flood insurance is in place for the building and contents of a type and in
an amount sufficient to comply with the Flood Laws, all in form and substance satisfactory to the Administrative Agent;


 


(vii)          estoppel
certificates executed by all tenants of such real property, subordination, non-disturbance and attornment agreements in form and substance
reasonably satisfactory to the Administrative Agent and such other consents, agreements and confirmations of lessors and third parties
have been delivered as the Administrative Agent may deem necessary or desirable, together with evidence that all other actions that the
Administrative Agent may deem necessary or desirable in order to create perfected first priority Liens on the real property described
in the Mortgages have been taken; and


 






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(viii)         such
other information, documentation, and certifications relating to or in connection with the delivery of items (i) – (vii) above
as may be reasonably required by the Administrative Agent or required by any Requirement of Law;


 


provided
that, with respect to any real property not located in the United States, the foregoing requirements shall be subject in all
respects to Section 5.13(g).


 


(b)          Notwithstanding
the foregoing:


 


(i)             the
Administrative Agent shall not accept any Mortgage from any Loan Party in respect of any real property located in the United States until
the date that is (1) if the Mortgage relates to a property not located in a “special flood hazard area”, ten (10) Business
Days or (2) if the Mortgaged relates to a property located in a “special flood hazard area”, thirty (30) days (in each
case, a “Mortgage Notice Period”), in each case, after the Administrative Agent has delivered to the Lenders the following
documents in respect of such real property: (x) a completed flood hazard determination from a third party vendor; (y) if such
real property is located in a “special flood hazard area”, (A) a notification to the applicable Loan Parties of that
fact and (if applicable) notification to the applicable Loan Parties that flood insurance coverage is not available and (B) evidence
of the receipt by the applicable Loan Parties of such notice; and (z) if required by Flood Laws, evidence of required flood insurance;
provided that any such Mortgage may be accepted by the Administrative Agent prior to the Mortgage Notice Period expiring if the
Administrative Agent shall have received confirmation from each applicable Lender that such Lender has completed any necessary flood insurance
due diligence to its reasonable satisfaction; and


 


(ii)            no
MIRE Event may be closed until the date that is (1) if there are no Mortgaged Properties in a “special flood hazard area”,
ten (10) Business Days or (2) if there are any Mortgaged Properties in a “special flood hazard area”, thirty (30)
days (in each case, a “MIRE Event Notice Period”), in each case, after the Administrative Agent has delivered to the
Lenders the following documents in respect of such real property: (x) a completed flood hazard determination from a third party vendor;
(y) if such real property is located in a “special flood hazard area”, (A) a notification to the applicable Loan
Parties of that fact and (if applicable) notification to the applicable Loan Parties that flood insurance coverage is not available and
(B) evidence of the receipt by the applicable Loan Parties of such notice; and (z) if required by Flood Laws, evidence of required
flood insurance; provided that any such MIRE Event may be closed prior to the MIRE Event Notice Period if the Administrative Agent
shall have received confirmation from each applicable Lender that such Lender has completed any necessary flood insurance due diligence
to its reasonable satisfaction.


 






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ARTICLE VI


 


NEGATIVE COVENANTS


 


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


 


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


 





(a)          the
Secured Obligations;


 


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


 


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


 


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


 


(e)          Indebtedness
of any Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets
(whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed in
connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and
extensions, renewals and replacements of any such Indebtedness in accordance with clause (f) below; provided that
(i) such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or
improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) together with any
Refinance Indebtedness in respect thereof permitted by clause (f) below, shall not exceed $10,000,000 at any time
outstanding;


 


(f)           Indebtedness
which represents extensions, renewals, refinancing or replacements (such Indebtedness being so extended, renewed, refinanced or replaced
being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b) and
(e) of Section 6.01 hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided
that (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness (except
in an amount equal to prepayment premiums, customary fees, customary expenses or similar customary amounts payable in respect thereof),
provided that any interest rate may be increased in an amount equal to the greater of (A) an additional 4% and (B) such rates
as may be prevailing under relevant market conditions, (ii) any Liens securing such Refinance Indebtedness are not extended to any
additional property of any Loan Party or any Subsidiary, (iii) such Refinance Indebtedness does not result in a shortening of the
average weighted maturity of such Original Indebtedness, (iv) the terms of such Refinance Indebtedness other than fees and interest
are not, taken as a whole, less favorable to the obligor thereunder than the original terms of such Original Indebtedness, taken as a
whole, and (v) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and
conditions of such Refinance Indebtedness must include subordination terms and conditions that are at least as favorable to the Administrative
Agent and the Lenders as those that were applicable to such Original Indebtedness;


 






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


 


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


 


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


 


(j)            other
unsecured Indebtedness in an aggregate principal amount not exceeding $10,000,000 at any time outstanding;


 


(k)            Subordinated
Indebtedness; provided that the aggregate principal amount of Indebtedness permitted by this clause (k), together with any Refinance
Indebtedness subsequently incurred in respect thereof which is permitted by clause (f) above, shall not exceed $5,000,000 at
any time outstanding;


 


(l)            obligations
(contingent or otherwise) of any Loan Party or any Subsidiary existing or arising under any Swap Agreement; provided, that, such obligations
are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with
fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view”;


 


(m)            unsecured
Indebtedness of the Company or its Subsidiaries in respect of Earn-Outs owing to sellers of assets or Equity Interests to such Borrower
or its Subsidiaries that is incurred in connection with the consummation of one or more Permitted Acquisitions;


 


(n)            Indebtedness
owed to any Person providing property, casualty, liability, or other insurance to the Loan Parties, 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;


 


(o)            contingent
liabilities in respect of any indemnification obligation, adjustment of purchase price (including working capital adjustments), non-compete,
or similar obligation (for the avoidance of doubt, excluding any Earn-Outs) of Company or the applicable Subsidiary incurred in connection
with the consummation of one or more Permitted Acquisitions;


 


(p)            Indebtedness
representing deferred compensation owing to employees, directors and officers of the Company or any of its Subsidiaries in the ordinary
course of business;


 


(q)            other
Indebtedness so long as the aggregate principal amount of the Indebtedness outstanding at any time pursuant to this clause (q) does
not exceed $5,000,000;


 


(r)            Indebtedness
of any non-Loan Party Foreign Subsidiary provided that (i) the aggregate principal amount of the Indebtedness outstanding at any
time pursuant to this clause (r) does not exceed $5,000,000 and (ii) such Indebtedness is not directly or indirectly recourse
to any of the Loan Parties or their respective assets;


 






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(s)            to
the extent constituting Indebtedness, the Project Oscar Transactions; and


 


(t)            Indebtedness
arising pursuant to hire purchase arrangements entered into in the ordinary course of business; provided that (i) the aggregate
principal amount of Indebtedness outstanding at any time pursuant to this clause (t) does not exceed $1,500,000 and (ii) such
Indebtedness is not directly or indirectly recourse to any assets of any Borrower or Subsidiary other than the equipment or other assets
subject to the applicable hire purchase arrangement.


 


SECTION 6.02.     Liens.
No Loan Party will, nor will it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now
owned or hereafter acquired by it, or assign or sell any income or revenues or rights in respect of any thereof, except, in each case,
so long as no Default or Event of Default shall then exist or would result therefrom:


 


(a)            Liens
created pursuant to any Loan Document;


 


(b)            Permitted
Encumbrances;


 


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


 


(d)            Liens
on fixed or capital assets acquired, constructed or improved by any Borrower or any Subsidiary; provided that (i) such Liens
secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such Liens and the Indebtedness secured thereby
are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness
secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such
Liens shall not apply to any other property or assets of such Borrower or Subsidiary or any other Borrower or Subsidiary;


 


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


 


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


 


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


 


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


 


(i)            Liens
solely on equipment and/or real property (and fixtures thereon); provided that such Liens secure solely Indebtedness permitted by clause (q) of
Section 6.01 and, upon the request of the Administrative Agent, the Loan Parties provide or cause to be provided an access agreement
with respect to such equipment and/or real property (and fixtures thereon), in form and substance satisfactory to the Administrative
Agent in its Permitted Discretion;


 






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(j)            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 Section 6.01;


 


(k)            purported
Liens evidenced by the filing of a precautionary UCC-1 financing statement relating solely to operating leases of equipment;


 


(l)            leases,
licenses, subleases or sublicenses of real property or equipment granted to others in the ordinary course of business which do not (i) interfere
in any material respect with the business of any Borrower and its Subsidiaries, taken as a whole, or (ii) secure any Indebtedness;


 


(m)            Liens
solely encumbering Equity Interests issued by a joint venture that is not a Subsidiary and arising under rights of first offer, rights
of first refusal, tag-along rights, drag-along rights, and other customary restrictions on the transfer of such Equity Interests contained
in organizational documents governing the terms of such joint venture to which a Loan Party is a party or by which such Person is bound;


 


(n)            licenses
of Intellectual Property permitted by Section 6.05;


 


(o)            Liens
on any cash earnest money deposit, escrow arrangements or similar arrangements made by any Borrower or any Subsidiary in connection with
any letter of intent or acquisition agreement with respect to a Permitted Acquisition;


 


(p)            any
interest or title of a lessor under any operating lease entered into by any Loan Party or any Subsidiary in the ordinary course of business
covering only the assets so leased;


 


(q)            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 in the ordinary course of business;


 


(r)            Liens
securing Indebtedness permitted by clause (q) of Section 6.01;


 


(s)            other
Liens which do not secure Indebtedness for borrowed money or letters of credit and as to which the aggregate amount of the obligations
secured thereby does not exceed $500,000;


 


(t)            Liens
solely on the assets of any non-Loan Party Foreign Subsidiary; provided that such Liens secure solely Indebtedness permitted by clause (r) of
Section 6.01 and such Liens do not encumber any Equity Interests of such non-Loan Party Foreign Subsidiary pledged by a Loan
Party as Collateral pursuant to the Loan Documents; and


 


(u)            Liens
securing Indebtedness arising under hire purchase arrangements permitted by clause (t) of Section 6.01; provided
that such Liens shall encumber only the equipment or other assets subject to the applicable hire purchase arrangement and shall not apply
to any other property or assets of any Borrower or Subsidiary.


 






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SECTION 6.03.     Fundamental
Changes. (a) No Loan Party will, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit
any other Person to merge into or consolidate with it, consummate a Division as the Dividing Person, or liquidate or dissolve, except
that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any
Subsidiary of any Borrower may merge into a Borrower in a transaction in which such Borrower (or the Company or any Borrower if multiple
Borrowers are involved) is the surviving entity, (ii) any Loan Party (other than a Borrower) may merge into any other Loan Party
in a transaction in which the surviving entity is a Loan Party, (iii) any Subsidiary that is not a Loan Party may liquidate or dissolve
if the Loan Party which owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of
such Loan Party and is not materially disadvantageous to the Lenders, (iv) any Loan Party (other than a Borrower) may liquidate or
dissolve if all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party are transferred
to a Loan Party that is not liquidating or dissolving (v) any Borrower may merge into any other Borrower, and (vi) the Company
and its Subsidiaries may merge or consolidate with a target in connection with a Permitted Acquisition provided that if a Loan Party is
a constituent party to any such merger or consolidation, such Loan Party shall be the surviving entity unless the surviving entity is
an entity organized under the laws of a jurisdiction located in the U.S., executes a Joinder Agreement and becomes a Borrower or Loan
Party hereunder; provided that any such merger or Division involving a Person that is not a wholly-owned Subsidiary immediately
prior to such merger or Division shall not be permitted unless also permitted by Section 6.04.


 


(a)            No
Loan Party will, nor will it permit any Subsidiary to, engage in (including, without limitation, by the making of any investment in, acquisition
of or loan to any Person that would otherwise be permitted under the Loan Documents) any business other than (I) businesses in which
the Loan Parties are engaged on the Effective Date, (II) businesses that are reasonably similar, ancillary, or complementary or a
line of business that is a reasonable extension, development or expansion, in each case, solely to the businesses that a Loan Party is
engaged on the Effective Date, and (III) businesses otherwise approved by the Administrative Agent in its sole discretion.


 


(b)            The
Company will not engage in any business or activity other than the ownership of all the outstanding Equity Interests of its Subsidiaries
and activities incidental thereto. The Company will not own or acquire any assets (other than Equity Interests of its Subsidiaries, the
cash proceeds of any Restricted Payments permitted by Section 6.08, investments permitted under clause (ii) to the proviso
to Section 6.04(c) and intercompany loans permitted under clause (A) to the proviso to Section 6.04(d), Section 6.04(m) and
Section 6.04(n)) or incur any liabilities (other than liabilities under the Loan Documents, the Guarantee under the Project Oscar
Acquisition Agreement and liabilities reasonably incurred in connection with its maintenance of its existence and operations).


 


(c)            No
Loan Party will, nor will it permit any Subsidiary to, change its fiscal year from the basis in effect on the Effective Date; provided
that each Project Oscar Target may change the end of its fiscal year to match the fiscal year of the Company.


 


(d)            No
Loan Party will change the accounting basis upon which its financial statements are prepared unless consistent with GAAP.


 


(e)            No
Loan Party will change the tax filing elections it has made under the Code.


 


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


 






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


 


(b)            investments
in existence on the Effective Date and described in Schedule 6.04;


 


(c)            investments
by the Loan Parties and their Subsidiaries in Equity Interests in their respective Subsidiaries (which may include Subsidiaries created
after the Effective Date), provided that, in each case, (i) any such Equity Interests held by a Loan Party shall be pledged
pursuant to the Security Agreement, (ii) the aggregate amount of investments by Loan Parties in Subsidiaries that are not Loan Parties
(together, in each case, with outstanding intercompany loans permitted under clause (A) to the proviso to Section 6.04(d) and
outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not exceed $5,000,000 at any time outstanding (in each
case determined without regard to any write-downs or write-offs) and (iii) no such investments into a non-Loan Party may be made
while a Default is continuing or would result therefrom;


 


(d)            loans
or advances made by any Loan Party to any Subsidiary and made by any Subsidiary to a Loan Party or any other Subsidiary, provided that
(A) the amount of such loans and advances made by Loan Parties to non-Loan Parties (together, in each case, with outstanding investments
permitted under clause (ii) to the proviso to Section 6.04(c) and outstanding Guarantees permitted under the proviso
to Section 6.04(e)) shall not exceed $5,000,000 at any time outstanding (in each case determined without regard to any write-downs
or write-offs) and (B) no such loans or advances may be made to a non-Loan Party while any Default is continuing or would result
therefrom;


 


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


 


(f)            loans
or advances made by a Loan Party to its employees on an arms-length basis in the ordinary course of business consistent with past practices
for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $1,000,000 in the aggregate at any one
time outstanding;


 


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


 


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


 


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


 


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


 


(k)            Permitted
Acquisitions;


 






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(l)            Indebtedness
owing by Black Diamond Austria GmbH, formerly known as ADMIN BG Holding GmbH, a company organized under the laws of Austria, to the Company,
formerly known as Black Diamond, Inc., evidenced by that certain Amended and Restated Intercompany Debt Agreement, dated as of May 31,
2018, as amended by Amendment No. 1 thereto dated January 1, 2019, as amended by Amendment No. 2 thereto dated May 3,
2019, by and between the Company and Black Diamond Austria GmbH, as disclosed to the Administrative Agent prior to the Effective Date
(or as subsequently amended, restated, replaced or refinanced so long as such amendment, restatement, replacement or refinancing is consented
to by the Administrative Agent in its Permitted Discretion, such consent not to be unreasonably withheld, delayed or conditioned if the
debt amount, maturity, amortization and interest rate as set forth therein is not less favorable to the Lenders than the debt amount,
maturity, amortization and interest rate existing on the date hereof) (the “Austria GmbH Debt Agreement”), in an aggregate
amount not to exceed €10,000,000 at any time outstanding; provided that (i) no loans or advances may be made by the
Company to Black Diamond Austria GmbH pursuant to the Austria GmbH Debt Agreement while any Default is continuing or that would result
therefrom and (ii) Black Diamond Austria GmbH may assign the Austria GmbH Debt Agreement (and the Indebtedness owing thereunder)
to a non-Loan Party Foreign Subsidiary of the Company approved by the Administrative Agent in its Permitted Discretion;


 


(m)            Indebtedness
owing by Black Diamond Equipment Europe GmbH, a company organized under the laws of Austria, to Black Diamond, evidenced by that certain
Amended and Restated Intercompany Debt Agreement, dated as of May 31, 2018, as amended by Amendment No. 1 thereto dated May 3,
2019, by and between Black Diamond Equipment Europe GmbH and Black Diamond, as disclosed to the Administrative Agent prior to the Effective
Date (or as subsequently amended, restated, replaced or refinanced so long as such amendment, restatement, replacement or refinancing
is consented to by the Administrative Agent in its Permitted Discretion, such consent not to be unreasonably withheld, delayed or conditioned
if the debt amount, maturity, amortization and interest rate as set forth therein is not less favorable to the Lenders than the debt amount,
maturity, amortization and interest rate existing on the date hereof) (the “Equipment AG Debt Agreement”), in an aggregate
amount not to exceed 6 million Swiss Francs at any time outstanding; provided that (i) no loans or advances may be made
by Black Diamond to Black Diamond Equipment Europe GmbH pursuant to the Equipment AG Debt Agreement while any Default is continuing or
that would result therefrom and (ii) Black Diamond Equipment Europe GmbH may assign the Equipment AG Debt Agreement (and the Indebtedness
owing thereunder) to a non-Loan Party Foreign Subsidiary of the Company approved by the Administrative Agent in its Permitted Discretion;


 


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


 


(o)            investments
to the extent funded exclusively with (i) the identifiable cash proceeds from an issuance of Equity Interests by the Company (net
of the payment of, or provision for, all underwriter fees and expenses, SEC and blue sky fees, printing costs, fees and expenses of accountants,
lawyers and other professional advisors, brokerage commissions and other out-of-pocket fees and expenses actually incurred in connection
with such issuance of Equity Interests), which such issuance of Equity Interests is made within the 365 consecutive days period (or such
longer period as agreed to by the Administrative Agent in its Permitted Discretion) immediately preceding the making of such investment
and/or (ii) Indebtedness of Subsidiaries which are not Loan Parties incurred pursuant to Section 6.01(r);


 


(p)            other
investments; provided that (i) the aggregate amount of such investments shall not exceed $5,000,000 at any time outstanding (in each
case determined without regard to any write-downs or write-offs) and (ii) no such investments into a non-Loan Party may be made while
a Default is continuing or would result therefrom; and


 


(q)            the
Project Oscar Transactions.


 






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


 


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


 


(b)            sales,
transfers and dispositions that are solely among: (i) Loan Parties or (ii) Subsidiaries that are not Loan Parties so long as
the investment corresponding to such sale, transfer or other disposition is permitted by clauses (c) and (d) of Section 6.04;


 


(c)            sales,
transfers and dispositions of Accounts in connection with the compromise, settlement or collection thereof;


 


(d)            sales,
transfers and dispositions of or constituting Permitted Investments;


 


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


 


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


 


(g)            non-exclusive
licenses of Intellectual Property granted in the ordinary course of business (including, without limitation, customary non-exclusive incidental
licenses of Intellectual Property to retailers, distributors and websites, in the ordinary course of business and required for the purposes
of marketing the products of the Company and its Subsidiaries), provided that such licenses could not reasonably be expected to materially
diminish the net value of such Intellectual Property (after taking into account the reasonably anticipated payments to be received in
connection with the granting or performance of such licenses or the sales of products thereunder);


 


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


 


(i)            sales,
transfers and other dispositions of assets (other than Equity Interests in a Subsidiary, Accounts, inventory or intellectual property
that are not permitted by any other clause of this Section), provided that the aggregate fair market value of all assets sold,
transferred or otherwise disposed of in reliance upon this clause (i) shall not exceed $1,000,000 during any fiscal year of
the Company;


 


(j)            sales,
transfers and other dispositions of assets of Foreign Subsidiaries that are not Loan Parties that are made for fair value; and


 


(k)            the
abandonment or the discontinuation of the use of any Intellectual Property (including any application or right to file any application
with respect thereto) that is not used in, useful to, or material to the business of the Company or its Subsidiaries, with the prior written
consent of the Administrative Agent in its sole discretion.


 






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provided
that all sales, transfers, leases and other dispositions permitted hereby (other than those permitted by clauses (b), (e) (subject
to the terms of Section 6.06), (f), (g), (h), (j) and (k) above) shall be made for fair value and for at least 75% cash
consideration.


 


SECTION 6.06.     Sale
and Leaseback Transactions. No Loan Party will, nor will it permit any Subsidiary to, enter into any arrangement, directly or indirectly,
whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired,
and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as
the property sold or transferred (a “Sale and Leaseback Transaction”), except for any such sale of any fixed or capital
assets by any Borrower or any Subsidiary that is made for fair value of such fixed or capital asset and, unless otherwise waived by the
Administrative Agent in its Permitted Discretion, the Loan Parties, to the extent required by the Security Agreement, provide or cause
to be provided an access agreement with respect to such equipment and/or real property (and fixtures thereon), in form and substance satisfactory
to the Administrative Agent in its Permitted Discretion.


 


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


 


SECTION 6.08.     Restricted
Payments; Certain Payments of Indebtedness.


 


(a)            No
Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to declare or make, directly or indirectly, any Restricted
Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each of the Loan Parties may declare and pay dividends
with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable
solely in additional shares of such preferred stock or in shares of its common stock, (ii) any Loan Party may declare and pay dividends
to any other Loan Party and any Subsidiary that is not a Loan Party may declare and pay dividends to any Loan Party, (iii) the Loan
Parties may make Restricted Payments to its shareholders, so long as (A) the aggregate amount of all such Restricted Payments does
not exceed $10,000,000 during any fiscal year and (B) no Default or Event of Default exists or would result therefrom, and (iv) the
Loan Parties may make additional Restricted Payments to its shareholders so long as (A) no Default or Event of Default exists or
would result therefrom and (b) the pro forma Consolidated Total Leverage Ratio would not exceed 2.50:1.00 (calculated on a
pro forma basis as at the end of the most recently ended fiscal quarter for which financial statements are then available after
giving effect to such Restricted Payment and any Indebtedness incurred in connection therewith).


 


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


 


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


 


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


 






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


 


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


 


(v)            prepayments
in cash of any Indebtedness (including any Project Oscar Intercompany Debt) that is owing to a Loan Party.


 


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


 


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


 



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SECTION 6.11.     Amendment
of Material Documents. No Loan Party will, nor will it permit any Subsidiary to, amend, modify or waive any of its rights under (a) any
agreement relating to any Subordinated Indebtedness, (b) its charter, articles or certificate of incorporation or organization, by-laws,
operating, management or partnership agreement or other organizational or governing documents, or (c) the Project Oscar Acquisition
Agreement or any agreement, document or instrument evidencing the Project Oscar Intercompany Debt, in each case, to the extent any such
amendment, modification or waiver would be materially adverse to the Lenders.


 


SECTION 6.12.     Consolidated
Total Leverage Ratio. The Borrowers shall not permit the Consolidated Total Leverage Ratio, determined as of the end of each fiscal
quarter of the Company for the period of four fiscal quarters then ending, to exceed (a) 4.25:1.00 for any fiscal quarter ending
prior to December 31, 2021, (b) 4.00:1.00 for the fiscal quarter ending December 31, 2021, (c) 3.75:1.00 for the fiscal
quarter ending March 31, 2022, and (d) 3.50:1.00 for any fiscal quarter ending after March 31, 2022; provided that,
so long as no Event of Default exists at such time or would result therefrom, the Company may elect to increase the maximum Consolidated
Total Leverage Ratio permitted under this Section 6.12 to 4.00:1.00 for a period of two consecutive fiscal quarters in connection
with a Permitted Acquisition having total consideration in excess of $40,000,000 that is consummated during the first of such two fiscal
quarters.


 


SECTION 6.13.     Consolidated
Fixed Charge Coverage Ratio. The Borrowers will not permit the Consolidated Fixed Charge Coverage Ratio, determined as of the end
of each fiscal quarter of the Borrower for the period of four fiscal quarters then ending, to be less than 1.25 to 1.0.


 


ARTICLE VII


 


EVENTS OF DEFAULT


 


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


 


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


 


(b)            the
Borrowers shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of
this Article) payable and in the Agreed Currency required hereunder under this Agreement or
any other Loan Document, when and as the same shall become due and payable;


 


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


 


(d)            any
Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), 5.03 (with respect
to a Loan Party’s existence), 5.08, 5.15 or in Article VI or in Section 5(b) of the Third Amendment;


 






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(e)            any
Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute
a default under another Section of this Article), and such failure shall continue unremedied for a period of (i) 5 days after
the earlier of any Loan Party’s knowledge of such breach or notice thereof from the Administrative Agent (which notice will be given
at the request of any Lender) if such breach relates to terms or provisions of Section 5.01, 5.02 (other than Section 5.02(a)),
5.03 through 5.07, 5.10, 5.11 or 5.12 of this Agreement or (ii) 15 days after the earlier of any Loan Party’s knowledge of
such breach or notice thereof from the Administrative Agent (which notice will be given at the request of any Lender) if such breach relates
to terms or provisions of any other Section of this Agreement;


 


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


 


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


 


(h)            an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other
relief in respect of a Loan Party or Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign
bankruptcy, insolvency, receivership, administration or similar law now or hereafter in effect (including, without limitation, the CCAA,
the Australian Corporations Act and the BIA) or (ii) the appointment of a receiver, receiver and manager, administrator, trustee,
custodian, sequestrator, conservator or similar official for any Loan Party or Subsidiary or for a substantial part of its assets, and,
in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering
any of the foregoing shall be entered;


 


(i)            (x) any
Loan Party or Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization,
administration, scheme of arrangement, deed of company arrangement or other relief under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect (including, without limitation, the CCAA, the Australian Corporations Act and the
BIA), (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described
in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, receiver and manager, administrator,
trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary or for a substantial part of its assets,
(iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general
assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; or (y) any
Loan Party or Subsidiary organized under Australian law is taken under section 459F(1) of the Australian Corporations Act
to have failed to comply with a statutory demand or is presumed to be unable to pay its debts or is unable to pay its debts when they
become due and payable or is insolvent within the meaning of section 95A of the Australian Corporations Act; or (z) any Loan Party
or Subsidiary that is incorporated under New Zealand law is presumed to be unable to pay its debts in accordance with section 287 of the
NZ Companies Act, or appoints a statutory manager in respect of any Loan Party or Subsidiary that is incorporated under New Zealand law;


 


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





 






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(k)            (i) one
or more judgments for the payment of money in an aggregate amount in excess of $1,000,000 shall be rendered against any Loan Party, any
Subsidiary or any combination thereof and the same shall remain undischarged for a period of thirty (30) consecutive days during
which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any
assets of any Loan Party or Subsidiary to enforce any such judgment; or (ii) any Loan Party or Subsidiary shall fail within thirty (30)
days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately
contested in good faith by proper proceedings diligently pursued;


 


(l)            an
ERISA Event (or, in the case of any Foreign Plan, a termination, withdrawal or noncompliance with applicable laws or plan terms) shall
have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events (or, in the case of any Foreign
Plan, any other termination, withdrawal or noncompliance with applicable laws or plan terms) that have occurred, could reasonably be expected
to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $1,000,000 for all periods;


 


(m)            a
Change in Control shall occur;


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


ARTICLE VIII


 


THE ADMINISTRATIVE
AGENT


 


SECTION 8.01.     Appointment.


 


(a)            Each
of the Lenders, on behalf of itself and any of its Affiliates that are Secured Parties and the Issuing Bank hereby irrevocably appoints
the Administrative Agent as its agent and security trustee and authorizes the Administrative Agent to take such actions on its behalf,
including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent by the terms
of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. In addition, to the extent required
under the laws of any jurisdiction other than the U.S., each of the Lenders and the Issuing Bank hereby grants to the Administrative
Agent any required powers of attorney to execute any Collateral Document governed by the laws of such jurisdiction on such Lender’s
or Issuing Bank’s behalf. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders
(including the Swingline Lender and the Issuing Bank), and the Loan Parties shall not have rights as a third party beneficiary of any
of such provisions.


 


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


 


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


 



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(ii)            where
the Administrative Agent is required or deemed to act as a trustee in respect of any Collateral over which a security interest has been
created pursuant to a Loan Document expressed to be governed by the laws of Australia, New Zealand, Canada or any other country, or is
required or deemed to hold any Collateral “on trust” pursuant to the foregoing, the obligations and liabilities of the Administrative
Agent to the Secured Parties in its capacity as trustee shall be excluded to the fullest extent permitted by applicable law.


 


(c)            For
the avoidance of doubt, if (i) an administrator (other than an administrator appointed
by the Administrative Agent) has been appointed under the Australian Corporations Act to any Australian Loan Party and (ii) the
Administrative Agent is entitled under section 441A of the Australian Corporations Act to enforce a Collateral Document over such Australian
Loan Party’s property within the “decision period” (as defined in the Australian Corporations Act) provided for under
such section, then, in each such case, the Administrative Agent may (without any further instructions) enforce such Collateral Document
(including the appointment of a controller) but need not do so (and is not liable to the Secured Parties if it does not do so).


 


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


 


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


 






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


 


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


 


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


 






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SECTION 8.07.     Non-Reliance.


 


(a)            Each
Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not
investments in a business enterprise or securities. Each Lender and each Issuing Bank further represents and warrants that
(i) the Loan Documents set forth the terms of a commercial lending facility, (ii) it is engaged in making, acquiring or
holding commercial loans and in providing other facilities set forth herein as may be applicable to such Lender or Issuing Bank, in
each case in the ordinary course of business and not for the purpose of purchasing, acquiring or holding any other type of financial
instrument (and each Lender and each Issuing Bank agrees not to assert a claim in contravention of the foregoing), (iii) it
has, independently and without reliance upon the Administrative Agent, any arranger of this credit facility or any amendment thereto
or any other Lender or Issuing Bank and their respective Related Parties and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold
Loans hereunder, and (iv) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to
provide other facilities set forth herein, as may be applicable to such Lender or such Issuing Bank, and either it, or the Person
exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities,
is experienced in making, acquiring or holding such commercial loans or providing such other facilities. Each Lender and Issuing
Bank shall, independently and without reliance upon the Administrative Agent, any arranger of this credit facility or any amendment
thereto or any other Lender and their respective Related Parties and based on such documents and information (which may contain
material, non-public information within the meaning of the United States securities laws concerning the Borrowers and their
Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under
or based upon this Agreement, any other Loan Document, any related agreement or any document furnished hereunder or thereunder and
in deciding whether or to the extent to which it will continue as a Lender or assign or otherwise transfer its rights, interests and
obligations hereunder.


 


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


 



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SECTION 8.08.     Certain
ERISA Matters.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


  


SECTION 8.09.     Not
Partners or Co-Venturers; Administrative Agent as Representative of the Secured Parties. (a) The Lenders are not partners or
co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative
Agent) authorized to act for, any other Lender. The Administrative Agent shall have the exclusive right on behalf of the Lenders to enforce
the payment of the principal of and interest on any Loan after the date such principal or interest has become due and payable pursuant
to the terms of this Agreement.


 


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


 


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


 


SECTION 8.11.     Payments.


 


(a)            Each
Lender hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in its
sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment,
prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were
erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof),
such Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of
any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect
of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid
to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such
Lender shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment
with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without
limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any
Lender under this Section 8.11 shall be conclusive, absent manifest error.


 






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(b)            Each
Lender hereby further agrees that if it receives a Payment from the Administrative 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 sent by the Administrative Agent (or any
of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied
by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender
agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender
shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly,
but in no event later than one (1) Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or
portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and
including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative
Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation from time to time in effect.


 


(c)            The
Borrower and each other Loan Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered
from any Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all
the rights of such Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise
satisfy any Obligations owed by the Borrower or any other Loan Party.


 


(d)            Each
party’s obligations under this Section 8.11 shall survive the resignation or replacement of the Administrative Agent or any
transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction
or discharge of all Obligations under any Loan Document.






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ARTICLE IX


 


MISCELLANEOUS


 


SECTION 9.01.     Notices.
(a) Except in the case of notices and other communications expressly permitted to be given by telephone or Electronic Systems (and
subject in each case to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall
be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows:


 


		(i)	if to any Loan Party,
to the Borrower Representative at:



 


CLARUS CORPORATION

2084 East 3900 South

Salt Lake City, Utah 84124

Attention: Aaron Kuehne

Facsimile No: 801-278-5544


 


with a copy to:


 


KANE
KESSLER, P.C.

600 Third Avenue, 35th Floor

New York, New York 10016

Attention: Robert L. Lawrence, Esq.

Facsimile No: (212) 245-3009 

Email: rlawrence@kanekessler.com


 


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



 


in
the case of a Borrowing denominated in a Foreign Currency:


 


J.P.
Morgan Europe Limited

25 Bank Street, Canary Wharf

London E14 5JP

Attention: The Manager, Loan & Agency Services

Telecopy No. 011-44-207-777-2360


 


in
all other cases:


 


JPMORGAN CHASE BANK,
N.A.

Middle Market Servicing

10 South Dearborn, Floor L2, Suite IL1-0480

Chicago, Illinois 60603-2300

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


 


and,
in each case,s with a copy to:


 


JPMORGAN CHASE BANK,
N.A.

201 South Main Street, Suite 300

Salt Lake City, Utah 84111

Attention: Kristin L. Gubler

Facsimile No: (801) 359-4352

Email: kristin.l.gubler@chase.com


 


		(iii)	if JPMCB in its capacity
as an Issuing Bank, to JPMorgan Chase Bank, N.A. at:



 


JPMORGAN CHASE BANK,
N.A.

Middle Market Servicing

10 South Dearborn, Floor L2, Suite IL1-0480

Chicago, Illinois 60603-2300

Facsimile No: (312) 233-2264

Email: chicago.lc.agency.closing.team@jpmorgan.com


 


with a copy to:


 


JPMORGAN CHASE BANK,
N.A.

201 South Main Street, Suite 300

Salt Lake City, Utah 84111

Attention: Kristin L. Gubler

Facsimile No: (801) 359-4352

Email: kristin.l.gubler@chase.com


 






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		(iv)	if to any other Lender,
to it at its address or facsimile number set forth in its Administrative Questionnaire.



 


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


 


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


 


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


 


(d)            Electronic
Systems.


 


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


 


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


 






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


 


(b)            Except
as provided in Section 2.09 (with respect to any increase in the Revolving Commitments or Incremental Term Loan Amendment), subject
to Section 2.14(c), (d) and (e) and Sections 9.02(c) and (e), neither this Agreement nor any other Loan Document
nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an
agreement or agreements in writing entered into by the Borrowers and the Required Lenders or (y) in the case of any other Loan Document,
pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are
parties thereto, with the consent of the Required Lenders; provided that no such agreement (including any such increase in Revolving
Commitments or Incremental Term Loan Amendment pursuant to Section 2.09) shall (i) increase the Commitment of any Lender without
the written consent of such Lender (including any such Lender that is a Defaulting Lender), (ii) reduce or forgive the principal
amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder,
without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby (provided
that any amendment or modification of the financial covenants in this Agreement (or any defined term used therein) shall not constitute
a reduction in the rate of interest or fees for purposes of this clause (ii)), (iii) postpone any scheduled date of payment
of the principal amount of any Loan or LC Disbursement, or any date for the payment of any interest, fees or other Obligations payable
hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment,
without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby, (iv) change
Section 2.09(c), 2.18(b) or (d) in a manner that would alter the ratable reduction of Commitments or the manner in which
payments are shared, without the written consent of each Lender (other than any Defaulting Lender), (v) change any of the provisions
of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number
or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination
or grant any consent thereunder, without the written consent of each Lender (other than any Defaulting Lender) directly affected thereby
(it being understood that, solely with the consent of the parties to an Incremental Term Loan Amendment, Incremental Term Loans
may be included in the determination of Required Lenders on substantially the same basis as the Commitments and the Revolving Loans are
included on the Third Amendment Effective Date), (vi) change Section 2.20, without the consent of each Lender (other than any
Defaulting Lender), (vii) release any Loan Guarantor from its obligation under its Loan Guaranty (except as otherwise permitted
herein or in the other Loan Documents), without the written consent of each Lender (other than any Defaulting Lender), or (viii) except
as provided in clause (c) of this Section 9.02 or in any Collateral Document, release all or substantially all of the
Collateral, without the written consent of each Lender (other than any Defaulting Lender); provided further that no such agreement
shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder
without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be (it being
understood that any amendment to Section 2.20 shall require the consent of the Administrative Agent, the Issuing Bank and the Swingline
Lender); provided further that no such agreement shall amend or modify the provisions of Section 2.07 or any letter of credit
application and any bilateral agreement between the Borrower Representative and the Issuing Bank regarding the respective rights and
obligations between the applicable Borrower and the Issuing Bank in connection with the issuance of Letters of Credit without the prior
written consent of the Administrative Agent and the Issuing Bank, respectively. The Administrative Agent may also amend the Commitment
Schedule to reflect assignments entered into pursuant to Section 9.04. Any amendment, waiver or other modification of this
Agreement or any other Loan Document that by its terms affects the rights or duties under this Agreement of the Lenders of one or more
Classes (but not the Lenders of any other Class), may be effected by an agreement or agreements in writing entered into by the Borrower
and the requisite number or percentage in interest of each affected Class of Lenders that would be required to consent thereto under
this Section if such Class of Lenders were the only Class of Lenders hereunder at the time.


 






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


 


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


 






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


 


SECTION 9.03.     Expenses;
Indemnity; Damage Waiver. (a) The Loan Parties shall, jointly and severally, pay all (i) reasonable out-of-pocket expenses
incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through
an Electronic System) of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any
amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or
thereby shall be consummated), (ii) reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance,
amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) out-of-pocket expenses incurred
by the Administrative Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative
Agent, the Issuing Bank or any Lender, in connection with the enforcement, collection or protection of its rights in connection with
the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder,
including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters
of Credit. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing,
fees, costs and expenses incurred in connection with:


 


(i)            insurance
reviews;






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


 


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


 


(iv)            Environmental
reviews, surveys and related real estate matters;


 


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


 


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


 


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


 


(b)            Limitation
of Liability. To the extent permitted by applicable law (i) neither any

Borrower nor any other Loan Party shall assert, and each Borrower and each Loan Party hereby waives, any claim against the Administrative
Agent, any Arranger, any Issuing Bank and any Lender, and any Related Party of any of the foregoing Persons (each such Person being called
a “Lender-Related Person”) for any Liabilities arising from the use by others of information or other materials (including,
without limitation, any personal data) obtained through telecommunications, electronic or other information transmission systems (including
the Internet), and (ii) no party hereto shall assert, and each such party hereby waives, any Liabilities against any other party
hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated
hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this
Section 9.03(b) shall relieve any Borrower or any other Loan Party of any obligation it may have to indemnify an Indemnitee,
as provided in Section 9.03(c), against any special, indirect, consequential or punitive damages asserted against such Indemnitee
by a third party.


 


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


 






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(d)            Lender
Reimbursement. Each Lender severally agrees to pay any amount required to be paid by the Borrower under paragraphs (a), (b) or (c) of
this Section 9.03 to the Administrative Agent, the Issuing Bank and the Swingline Lender, and each Related Party of any of the foregoing
Persons (each, an “Agent-Related Person”) (to the extent not reimbursed by the Borrower and without limiting the obligation
of the Borrower to do so), ratably according to their respective Applicable Percentage in effect on the date on which such payment is
sought is sought after the date upon which the Commitments shall have terminated and the Obligations shall have been Paid in Full, ratably
in accordance with such Applicable Percentage immediately prior to such date), from and against any and all Liabilities and related expenses,
including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the
Loans) be imposed on, incurred by or asserted against such Agent-Related Person in any way relating to or arising out of the Commitments,
this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by such Agent-Related Person under or in connection with any of the foregoing;
provided that the unreimbursed expense or Liability or related expense, as the case may be, was incurred by or asserted against such
Agent-Related Person in its capacity as such.


 


(e)            Payments.
All amounts due under this Section 9.03 shall be payable promptly after written demand therefor.


 


SECTION 9.04.           Successors
and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except
that (i) no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent
of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no
Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns
permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided
in paragraph (c) of this Section 9.04) and, to the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


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


 


(A)            the
Borrower Representative, provided that the Borrower Representative shall be deemed to have consented to any such assignment unless
it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice
thereof, and provided further that no consent of the Borrower Representative shall be required for an assignment to a Lender,
an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee;


 






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(B)            the
Administrative Agent;


 


(C)            the
Issuing Bank; and


 


(D)            the
Swingline Lender.


 


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


 


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


 


(B)            each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement, it being understood that non-pro rata assignments of or among any of the Commitments, the Revolving Loans
and the Term Loan are not permitted;


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 






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


 


Each Lender that sells a
participation agrees, at the Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate
the provisions of Section 2.19(b) with respect to any Participant. To the extent permitted by law, each Participant also shall
be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.18(d) as
though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the
Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest)
of each Participant’s interest in the Loans or other obligations under this Agreement or any other Loan Document (the “Participant
Register”); provided that no Lender 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 Administrative Agent (in its capacity as Administrative Agent)
shall have no responsibility for maintaining a Participant Register.


 


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


 


(e)            One
or more Additional Lenders may be admitted as Lenders party to this Agreement from time to time in connection with an increase of the
aggregate Commitment pursuant to Section 2.09, subject to (i) execution and delivery by any such Additional Lender to the Administrative
Agent, for recording in the Register, of an Instrument of Adherence substantially in the form of Exhibit F or such other
form reasonably acceptable to the Administrative Agent (an “Instrument of Adherence”), (ii) acceptance of such
Instrument of Adherence by each of the Administrative Agent and the Borrower Representative by their respective executions thereof, and
(iii) the completion of an Administrative Questionnaire by such Additional Lender promptly delivered to the Administrative Agent.
Upon the satisfaction of the foregoing conditions, from and after the effective date specified in each such Instrument of Adherence,
the Additional Lender shall be a Lender party hereto and have the rights and obligations of a Lender hereunder.


 






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


 


SECTION 9.06.           Counterparts;
Integration; Effectiveness; Electronic Execution.


 


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


 


(b)            Delivery
of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) any
document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to
Section 9.01), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or
the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted
by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective
as delivery of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable.
The words “execution,” “signed,” “signature,” “delivery,” and words of like import in
or relating to this Agreement, any other Loan Document and/or any Ancillary Document shall be deemed to include Electronic Signatures,
deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means
that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided
that nothing herein shall require the Administrative Agent to accept Electronic Signatures in any form or format without its prior written
consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative
Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such
Electronic Signature purportedly given by or on behalf of any Borrower or any other Loan Party without further verification thereof and
without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative
Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality
of the foregoing, each Borrower and each Loan Party hereby (A) agrees that, for all purposes, including without limitation, in connection
with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders,
the Borrowers and the Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces
an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any
Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (B) the Administrative Agent
and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary
Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s
business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and
shall have the same legal effect, validity and enforceability as a paper record), (C) waives any argument, defense or right to contest
the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on
the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including
with respect to any signature pages thereto and (d) waives any claim against any Lender-Related Person for any Liabilities
arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions
by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any
Liabilities arising as a result of the failure of any Borrower and/or any Loan Party to use any available security measures in connection
with the execution, delivery or transmission of any Electronic Signature.


 






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


 


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


 


SECTION 9.09.           Governing
Law; Jurisdiction; Consent to Service of Process. (a) The Loan Documents (other than those containing a contrary express choice
of law provision) shall be governed by and construed in accordance with the internal laws (and not the laws of conflicts) of the State
of New York, but giving effect to federal laws applicable to national banks.


 


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


 






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


 


(d)            Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Each Foreign
Subsidiary that is a party hereto irrevocably designates and appoints the Borrower Representative, as its authorized agent, to accept
and acknowledge on its behalf, service of any and all process which may be served in any suit, action or proceeding of the nature referred
to in Section 9.09(b) in any federal or New York State court sitting in New York City. The Borrower Representative hereby represents,
warrants and confirms that the Borrower Representative has agreed to accept such appointment. Said designation and appointment shall
be irrevocable by each such Foreign Subsidiary until Payment in Full of the Secured Obligations. Each Foreign Subsidiary party thereto
hereby consents to process being served in any suit, action or proceeding of the nature referred to in Section 9.09(b) in any
federal or New York State court sitting in New York City by service of process upon the Borrower Representative as provided in this Section 9.09(d);
provided that, to the extent lawful and possible, notice of said service upon such agent shall be mailed by registered or certified air
mail, postage prepaid, return receipt requested, to the Borrower Representative and (if applicable to) such Foreign Subsidiary at its
address set forth herein or in the Joinder Agreement pursuant to which such Foreign Subsidiary became a party hereto, as applicable,
or to any other address of which such Foreign Subsidiary shall have given written notice to the Administrative Agent (with a copy thereof
to the Borrower Representative). Each Foreign Subsidiary party hereto irrevocably waives, to the fullest extent permitted by law, all
claim of error by reason of any such service in such manner and agrees that such service shall be deemed in every respect effective service
of process upon such Foreign Subsidiary in any such suit, action or proceeding and shall, to the fullest extent permitted by law, be
taken and held to be valid and personal service upon and personal delivery to such Foreign Subsidiary. To the extent any Foreign Subsidiary
party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service
or notice, attachment prior to judgment, attachment in aid of execution of a judgment, execution or otherwise), each Foreign Subsidiary
hereby irrevocably waives such immunity in respect of its obligations under the Loan Documents. Nothing in this Agreement or any other
Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.


 


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


 






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


 


SECTION 9.12.           Confidentiality.
Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees
and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is
made will be informed of the confidential nature of such Information and instructed to keep such Information confidential),
(b) to the extent requested by any Governmental Authority (including any self-regulatory authority, such as the National
Association of Insurance Commissioners), (c) to the extent required by any Requirement of Law or by any subpoena or similar
legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies under this
Agreement or any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as
those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to the Loan Parties and their obligations, (g) on a confidential basis to (i) any rating
agency in connection with rating the Company or any of its Subsidiaries or the credit facilities provided for herein or
(ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of identification numbers
with respect to the credit facilities provided for herein, (h) with the consent of the Borrower Representative, (i) to
holders of Equity Interests in any Borrower, (j) to any Person providing a Guarantee of all or any portion of the Secured
Obligations, or (k) to the extent such Information (i) is or becomes publicly available other than as a result of a breach
of this Section or (ii) is or becomes available to the Administrative Agent, the Issuing Bank or any Lender on a
non-confidential basis from a source other than the Borrowers or other Loan Party. To the extent permitted by section 275 of the
Australian PPSA, the parties agree to keep all information of the kind mentioned in section 275(1) and 275(4) of the
Australian PPSA confidential and not to disclose that information to any other Person, other than to the extent permitted hereunder.
For the purposes of this Section, “Information” means all information received from the Borrowers relating to the
Borrowers or their business, other than any such information that is available to the Administrative Agent, the Issuing Bank or any
Lender on a non-confidential basis prior to disclosure by the Borrowers and other than information pertaining to this Agreement
provided by arrangers to data service providers, including league table providers, that serve the lending industry. Any Person
required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with
its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as
such Person would accord to its own confidential information but in no event less than a reasonable amount of care.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


SECTION 9.19.           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 may be subject to the write-down and conversion powers
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 entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments
of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document;
or


 


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


 


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


 






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ARTICLE X


 


LOAN GUARANTY


 


SECTION 10.01.           Guaranty.
Each Loan Guarantor (other than those that have delivered a separate Guarantee) hereby agrees that it is jointly and severally liable
for, and, as a primary obligor and not merely as surety, absolutely, unconditionally and irrevocably guarantees to the Secured Parties,
the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured
Obligations and all costs and expenses, including, without limitation, all court costs and attorneys’ and paralegals’ fees
and expenses paid or incurred by the Administrative Agent, the Issuing Bank and the Lenders in endeavoring to collect all or any part
of the Secured Obligations from, or in prosecuting any action against, any Borrower or any Loan Guarantor of all or any part of the Secured
Obligations (such costs and expenses, together with the Secured Obligations, collectively the “Guaranteed Obligations”;
provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Loan Guarantor
of (or grant of security interest by any Loan Guarantor to support, as applicable) any Excluded Swap Obligations of such Loan Guarantor
for purposes of determining any obligations of any Loan Guarantor). Each Loan Guarantor further agrees that the Guaranteed Obligations
may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee
notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any domestic
or foreign branch or Affiliate of any Lender that extended any portion of the Guaranteed Obligations. Each
Loan Guarantor further agrees that if payment in respect of any Guaranteed Obligation shall be due in a currency other than Dollars and/or
at a place of payment other than New York, Chicago or any other Term Benchmark Payment Office and if, by reason of any Change in Law,
disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Guaranteed Obligation in
such currency or at such place of payment shall be impossible or, in the reasonable judgment of the Administrative Agent, the Issuing
Bank or any Lender (or any of its Affiliates), disadvantageous to the Administrative Agent, the Issuing Bank or any Lender (or any of
such Lender’s Affiliates) in any material respect, then, at the election of the Administrative Agent, such Loan Guarantor shall
make payment of such Guaranteed Obligation in Dollars (based upon the applicable equivalent amount in effect on the date of payment)
and/or in New York, Chicago or such other Term Benchmark Payment Office as is designated by the Administrative Agent or such Lender and,
as a separate and independent obligation, shall indemnify the Administrative Agent, the Issuing Bank and any Lender (and such Lender’s
Affiliates) against any losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment.


 






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


 


SECTION 10.03.           No
Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein, the obligations of each Loan Guarantor
hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other
than Payment in Full of the Guaranteed Obligations), including: (i) any claim of waiver, release, extension, renewal, settlement,
surrender, alteration or compromise of any of the Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the
corporate existence, structure or ownership of any Borrower or any other Obligated Party liable for any of the Guaranteed Obligations;
(iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligated Party or their assets or any
resulting release or discharge of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or other rights
which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, the Issuing Bank, any Lender or
any other Person, whether in connection herewith or in any unrelated transactions.


 


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


 


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


 


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


 






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


 


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


 


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


 


SECTION 10.08.           Release
of Subsidiary Guarantors.


 


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


 


(b)            Further,
the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Company, release any Subsidiary
Guarantor from its obligations under the Loan Guaranty if such Subsidiary Guarantor is no longer a Material Subsidiary.


 






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


 


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


 


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


 


SECTION 10.11.           Contribution.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


SECTION 10.14.           Acknowledgement
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap
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.


 






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SECTION 10.15.           Joint
and Several. Each Borrower hereby unconditionally and irrevocably agrees it is jointly and severally liable to the Administrative
Agent, the Issuing Banks and the Lenders for the Secured Obligations. In furtherance thereof, each Borrower agrees that wherever in this
Agreement it is provided that a Borrower is liable for a payment, such obligation is the joint and several obligation of each Borrower.
Each Borrower acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and
unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Administrative Agent, any
Issuing Bank, any Lender or any other Person. Each Borrower’s liability for the Secured Obligations shall not in any manner be
impaired or affected by who receives or uses the proceeds of the credit extended hereunder or for what purposes such proceeds are used,
and each Borrower waives notice of borrowing requests issued by, and loans or other extensions of credit made to, other Borrowers. Each
Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available
to such Borrower against any party liable for payment under this Agreement and the Loan Documents unless and until the Administrative
Agent, each Issuing Bank and each Lender has been paid in full and all of the Secured Obligations are satisfied and discharged following
termination or expiration of all commitments of the Lenders to extend credit to the Borrowers. Each Borrower’s joint and several
liability hereunder with respect to the Secured Obligations shall, to the fullest extent permitted by applicable law, be the unconditional
liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Secured Obligations
or of any other document evidencing all or any part of the Secured Obligations, (ii) the absence of any attempt to collect any of
the Secured Obligations from any other Loan Party or any Collateral or other security therefor, or the absence of any other action to
enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by the
Administrative Agent or any Lender with respect to any provision of any instrument executed by any other Loan Party evidencing or securing
the payment of any of the Secured Obligations, or any other agreement now or hereafter executed by any other Loan Party and delivered
to the Administrative Agent, (iv) the failure by the Administrative Agent or any Lender to take any steps to perfect or maintain
the perfected status of its Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance
of any of the Secured Obligations or the Administrative Agent’s release of any Collateral or of its Liens upon any Collateral,
(v) the release or compromise, in whole or in part, of the liability of any other Loan Party for the payment of any of the Secured
Obligations, (vi) any increase in the amount of the Secured Obligations beyond any limits imposed herein or in the amount of any
interest, fees or other charges payable in connection therewith, in each case, if consented to by any other Borrower, or any decrease
in the same, or (vii) any other circumstance that might constitute a legal or equitable discharge or defense of any Loan Party.
After the occurrence and during the continuance of any Event of Default, the Administrative Agent may proceed directly and at once, without
notice to any Borrower, against any or all of Loan Parties to collect and recover all or any part of the Secured Obligations, without
first proceeding against any other Loan Party or against any Collateral or other security for the payment or performance of any of the
Secured Obligations, and each Borrower waives any provision that might otherwise require the Administrative Agent or the Lenders under
applicable law to pursue or exhaust its remedies against any Collateral or other Loan Party before pursuing such Borrower or its property.
Each Borrower consents and agrees that neither the Administrative Agent nor any Lender shall be under no obligation to marshal any assets
in favor of any Loan Party or against or in payment of any or all of the Secured Obligations.


 






    137


     


    

 


ARTICLE XI


 


THE BORROWER REPRESENTATIVE


 


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


 


SECTION 11.02.           Powers.
The Borrower Representative shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Borrower
Representative by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Borrower Representative
shall have no implied duties to the Borrowers, or any obligation to the Lenders to take any action thereunder except any action specifically
provided by the Loan Documents to be taken by the Borrower Representative.


 


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


 


SECTION 11.04.           Intentionally
Omitted.


 


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


 


SECTION 11.06.           Execution
of Loan Documents. The Borrowers hereby empower and authorize the Borrower Representative, on behalf of the Borrowers, to execute
and deliver to the Administrative Agent and the Lenders the Loan Documents and all related agreements, certificates, documents, or instruments
as shall be necessary or appropriate to effect the purposes of the Loan Documents, including, without limitation, the Compliance Certificates.
Each Borrower agrees that any action taken by the Borrower Representative or the Borrowers in accordance with the terms of this Agreement
or the other Loan Documents, and the exercise by the Borrower Representative of its powers set forth therein or herein, together with
such other powers that are reasonably incidental thereto, shall be binding upon all of the Borrowers.


 


(Signature Pages Follow)


 






    138


     


    

 


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


 


	 	CLARUS
    CORPORATION,
	 	a
    Delaware corporation,
	 	as
    a Borrower
	 	 
	 	By	 
	 	 	Name:	 
	 	 	Title:	 
	 	 
	 	BLACK
    DIAMOND RETAIL, INC.,
	 	a
    Delaware corporation,
	 	as
    a Borrower
	 	 
	 	By	 
	 	 	Name:	 
	 	 	Title:	 
	 	 
	 	BLACK
    DIAMOND RETAIL - ALASKA, LLC,
	 	a
    Delaware limited liability company,
	 	as
    a Borrower
	 	 
	 	By	 
	 	 	Name:	 
	 	 	Title:	 
	 	 
	 	SIERRA
    BULLETS, L.L.C.,
	 	a
    Delaware limited liability company,
	 	as
    a Borrower
	 	 
	 	By	 
	 	 	Name:	 
	 	 	Title:	 
	 	 
	 	SKINOURISHMENT,
    LLC,
	 	a
    Delaware limited liability company,
	 	as
    a Borrower
	 	 
	 	By	 
	 	 	Name:  	              
	 	 	Title:	 




 


Signature Page to Credit Agreement


 






    139


     


    

 




 


	 	BLACK DIAMOND RETAIL – COLORADO, LLC,
	 	a Delaware limited liability company,
	 	as a Borrower
	 	 
	 	By	 
	 	 	Name:
	 	 	Title:
	 	 
	 	BLACK DIAMOND RETAIL – MONTANA, LLC,
	 	a Delaware limited liability company,
	 	as a Borrower
	 	 
	 	By	 
	 	 	Name:
	 	 	Title:
	 	 
	 	BARNES BULLETS – MONA, LLC, a Delaware
	 	limited liability company,
	 	as a Borrower
	 	 
	 	By	 
	 	 	Name:
	 	 	Title:
	 	 
	 	BLACK DIAMOND EQUIPMENT, LTD.,
	 	a Delaware corporation,
	 	as a Loan Guarantor
	 	 
	 	By	 
	 	 	Name:
	 	 	Title:
	 	 
	 	EVEREST/SAPPHIRE ACQUISITION, LLC,
	 	a Delaware limited liability company,
	 	as a Loan Guarantor
	 	 
	 	By	 
	 	 	Name:
	 	 	Title:



 


Signature Page to Credit Agreement


 






     


     


    

 


	 	BD EUROPEAN HOLDINGS, LLC,
	 	a Delaware limited liability company,
	 	as a Loan Guarantor
	 	 
	 	By	 
	 	 	Name:
	 	 	Title:



 


Signature Page to Credit Agreement


 






     


     


    

 


	 	JPMORGAN CHASE BANK, N.A.,
	 	as Administrative Agent, Issuing Bank, Swingline

 Lender, and a Lender
	 	 
	 	By	 
	 	 	Name:
	 	 	Title:
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender
	 	 
	 	By	 
	 	 	Name:
	 	 	Title:
	 	 
	 	ZIONS
    BANCORPORATION, NATIONAL ASSOCIATION, DBA ZIONS BANK, as a Lender
	 	 
	 	By	 
	 	 	Name:
	 	 	Title:



 


Signature Page to Credit Agreement


 






     


     


    

 


COMMITMENT SCHEDULE


 


	Lender	 	Revolving 
 Commitment	 	 	Outstanding
 Term Loans
 as of the 
 Third Amendment
 Effective Date1	 
	JPMorgan Chase 
 Bank, N.A.	 	$	30,000,000.00	 	 	$	37,500,000.00	 
	U.S. Bank National 
 Association	 	$	27,777,777.77	 	 	$	34,722,222.23	 
	Regions Bank	 	$	15,555,555.56	 	 	$	19,444,444.44	 
	Bank of America, N.A.	 	$	15,555,555.56	 	 	$	19,444,444.44	 
	Zions Bancorporation, 
 National Association, 
 dba Zions Bank	 	$	11,111,111.11	 	 	$	13,888,888.89	 
	Total	 	$	100,000,000.00	 	 	$	125,000,000.00	 



 





 






1 After giving effect to the funding of the Additional
Term Loans on the Third Amendment Effective Date.


 






     


     


    

 


SCHEDULE 3.05


 


PROPERTIES


 


(as of Second Amendment Effective Date)


 


Real Property


 


	Loan Party	Address	Nature of real property (e.g., owned, leased, etc.)
	Clarus Corporation	2084 East 3900 S., Salt Lake City, UT 84124	Owned by Black Diamond Equipment, Ltd.
	Everest/Sapphire Acquisition, LLC	2084 East 3900 S., Salt Lake City, UT 84124	Owned by Black Diamond Equipment, Ltd.
	SKINourishment, LLC	2084 East 3900 S., Salt Lake City, UT 84124	Owned by Black Diamond Equipment, Ltd.
	SKINourishment, LLC	691 La Buena Vista, Wimberly, TX 78676	Leased
	Black Diamond Retail, Inc.	2084 East 3900 S., Salt Lake City, UT 84124 (HQ)	Owned by Black Diamond Equipment, Ltd.
	Black Diamond Retail, Inc.	592 Main Street, Park City, UT 84060 (Park City)	Leased
	Black Diamond Retail, Inc.	602 S 700 E C102, Salt Lake City, UT 84102 (Trolley Square)	Leased
	Black Diamond Retail, Inc.	3700 Cabela’s Blvd Suite 426, Lehi, UT 84043 (Traverse Mountain)	Leased
	BD European Holdings, LLC	2084 East 3900 S., Salt Lake City, UT 84124	Owned by Black Diamond Equipment, Ltd.
	Sierra Bullets, L.L.C.	1400 West Henry Street, Sedalia, MO 65301	Owned
	Sierra Bullets, L.L.C.	Wastewater Treatment Facility located at 1400 West Henry Street, Sedalia, MO 65301	Leased
	Sierra Bullets, L.L.C.	1500 W Ewing Drive, Sedalia, MO 65301	Leased
	Black Diamond Equipment, Ltd.	2084 East 3900 S., Salt Lake City, UT 84124	Owned
	Black Diamond Equipment, Ltd.	BDEL Distribution Center 

1851 South 5350 West 

Salt Lake City, UT 84104	Leased
	Black Diamond Equipment, Ltd.	CNBMI Logistics Center 

Yantuian Bonded Logistics Park 

Mingzhu Road, Yantian District 

Shenzehn, Guangdong, China	Leased
	Black Diamond Equipment, Ltd.	DI Dawn Patrol Mfg Corp/ Dong In Entech K-1 Inc.

Mindanao Ave. Phase II FAB

Mariveles, Bataan, Philippines 2016	Leased
	Black Diamond Equipment, Ltd	VP BTX Global Logistics 

3775 W. California Ave. 

Salt Lake City, UT 84104	Leased
	Black Diamond Equipment, Ltd	Alexander Exhibit 

7440 S 228th Street 

Kent, WA 98032	Leased
	Black Diamond Equipment, Ltd	
    NRI Distribution

    9835 Dallas Drive

    Kamloops, BC, Canada V2C6T4
	Leased
	Black Diamond Equipment, Ltd	
    FEDEX Trade Networks

    7075 Ordan Dr.

    Mississauga, Ontario, Canada L5T1K6
	Leased
	Black Diamond Retail – Colorado, LLC	
    5050 Factory Shops

    Blvd. Suite 855

    Castle Rock, CO 80108
	Leased
	Barnes Bullets – Mona, LLC	38 North Frontage Road 

Mona, Utah 84645	Leased
	Black Diamond Retail – Montana, LLC	
    99 Town Center

    Avenue, Suite A1

    Big Sky, Montana

    59716
	Leased