Exhibit 10.1

      

     

      
      EXECUTION VERSION

       

      

    

    
      SECOND AMENDMENT TO CREDIT AGREEMENT

      

      

      THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 4, 2022, is entered into by and among STANDARD MOTOR PRODUCTS, INC., a New York corporation ( “SMP”),




          TRUMPET HOLDINGS, INC., a Delaware corporation (“Trumpet”, and together with SMP, the “U.S. Borrowers”), SMP MOTOR PRODUCTS LTD. / PRODUITS AUTOMOBILES SMP
            LTÉE, a corporation organized under the laws of Canada (the “Canadian Borrower”), the Lenders (as defined below) party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent (as
          defined in the Credit Agreement).

      

      

      RECITALS

      

      

      	A.	
              SMP, the Canadian Borrower, the other Loan Parties from time to time party thereto, the Administrative Agent, and the financial institutions from time to time party thereto as lenders (each individually, a “Lender” and
                collectively, the “Lenders”) have previously entered into that certain Credit Agreement, dated as of October 28, 2015 (as amended by that certain First Amendment to Credit Agreement, dated as of December 10, 2018, and as further
                amended,  amended and restated, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”; and the Existing Credit Agreement as amended by this Amendment, the “Credit Agreement”),
                pursuant to which the Lenders have made certain loans and financial accommodations available to each Borrower.  Terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement.

            


      

      

      	B.	
              The Loan Parties have requested that Administrative Agent and the Lenders amend the Existing Credit Agreement, to, among other things, (i) join Trumpet as a new Borrower and (ii) increase the Aggregate Commitments of the Lenders by
                $50,000,000.00 pursuant to Section 2.09(e) of the Existing Credit Agreement (the “Commitment Increase”), and Administrative Agent and the Lenders are willing to amend the Existing Credit Agreement pursuant to the terms and conditions
                set forth herein.

            


      

      

      	C.	
              The Loan Parties are 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 Existing Credit Agreement. Effective as of the Second Amendment
          Effective Date (defined below), the Existing Credit Agreement is hereby amended as follows:

      

      

      	

            	a.	
              Credit Agreement. The Existing Credit Agreement (other than the schedules and exhibits thereto) is hereby
                  amended as set forth in Annex A attached hereto such that all of the newly inserted double underlined text (indicated textually in the same manner as the following example: double-underlined text) and any formatting changes attached hereto shall be deemed to be inserted and all stricken text (indicated textually in the same manner as the following example: stricken text) shall be deemed to be deleted therefrom.

            


       

      

      
        1

        
          


      

      	

            	b.	
              Schedules to Credit Agreement.  Each of the Loan Parties and the Lenders agrees and acknowledges that, at the
                  request of the Borrowers, the Lenders have agreed to the Commitment Increase, such that the Aggregate Commitments as of the Second Amendment Effective Date is $300,000,000, and the Commitment Schedule is amended and restated in its
                  entirety as set forth in Annex B hereto. The Loan Parties hereby acknowledge and agree that (i) the Commitment Increase contemplated by this Amendment constitutes, in the amount of $50,000,000, the exercise of the increase in the
                  Aggregate Commitments under Section 2.09(e) of the Credit Agreement and (ii) after giving effect to the Commitment Increase on the Second Amendment Effective Date, the Borrowers will have obtained the maximum total amount of additional
                  Commitments permitted under Section 2.09(e)(iii) of the Credit Agreement, and as such, shall have no further right to increase the Aggregate Commitments under Section 2.09(e) of the Credit Agreement.

            


      

      

      	

            	c.	
              Exhibits to Credit Agreement. Exhibit B (Form of Borrowing Base Certificate) to the Existing Credit Agreement
                  is hereby amended and restated in its entirety as set forth in Annex C hereto.

            


      

      

      	

            	d.	
              Joinder of Trumpet. Each of the Loan Parties, the Administrative Agent and the Lenders hereby agree and
                  acknowledge that substantially concurrently with the execution of this Amendment, Trumpet shall join the Credit Agreement and the other Loan Documents as a U.S. Borrower pursuant to that certain Joinder Agreement dated as of the date
                  hereof and as of the Second Amendment Effective Date, each of SMP and Trumpet shall be a U.S. Borrower under the Credit Agreement and the other Loan Documents.

            


      

      

      2.          Conditions Precedent to Effectiveness of this Amendment.  The following shall
          have occurred before this Amendment is effective as of the date first written above (the “Second Amendment Effective Date”), in each case, in form and
          substance reasonably satisfactory to the Administrative Agent:

      

      

      
        
          a.          The Administrative Agent shall have received the following, each in form and substance reasonably satisfactory to the Administrative Agent:

        

      

       

      	

            	i.	
              counterparts of this Amendment, duly executed by each of the parties hereto, which shall include each of the Loan Parties, the Lenders, and the Administrative Agent;

            


       

      	

            	ii.	
              a promissory note, or an amended and restated promissory note, as applicable, executed by the Borrowers in favor of each Lender requesting a promissory note not later than two (2) Business Days prior to the Second Amendment Effective
                Date and reflecting the Commitment of such Lender after giving effect to the Commitment Increase;

            


       

      	

            	iii.	
              the Fee Letter, dated as of the Second Amendment Effective Date (the “Second Amendment Fee Letter”), duly executed by the Borrowers and the Administrative Agent;

            


       

      	

            	iv.	
              the Joinder Agreement, duly executed by Trumpet and the Administrative Agent;

            


       

      	

            	v.	
              the Joinder to Pledge and Security Agreement, duly executed by Trumpet;

            


       

      	

            	vi.	
              the Second Amendment to Pledge and Security Agreement, duly executed by SMP;

            


       

      
        2

        
          


      

      	

            	vii.	
              the Trademark Security Agreement, duly executed by Trumpet and the Administrative Agent;

            


       

      	 	viii.	
              the Patent Security Agreement, duly executed by Trumpet and the Administrative Agent;

            


       

      	

            	ix.	
              original stock certificates and stock powers executed in blank with respect to the Equity Interests required to be pledged under the Security Agreements, to the extent not previously delivered to the Administrative Agent; and

            


       

      	

            	x.	
              a properly completed and signed IRS W-8BEN-E or W-9, as applicable, for Trumpet.

            


       

      b.          Representations and Warranties.  The representations and
          warranties set forth herein, and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date hereof (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).

       

      c.          Opinions of Counsel.  Administrative Agent shall have
          received a written opinion of Ashurst LLP, counsel to the Loan Parties addressed to the Administrative Agent, the Issuing Bank and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent and its counsel.  The
          Loan Parties hereby request such counsel to deliver such opinions.

       

      d.          Closing Certificates; Certified Certificate of Incorporation; Good
              Standing Certificates.  The Administrative Agent shall have received (i) a certificate of each U.S. Loan Party, dated the Second Amendment 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 being delivered on the Second Amendment Effective Date to which it is a party and authorizing the
          Commitment Increase, (B) identify by name and title and bear the signatures of the applicable governing officers of such Loan Party authorized to sign the Loan Documents to which it is a party, and (C) contain appropriate attachments, including
          the certificate or articles of incorporation or organization of each U.S. Loan Party certified by the relevant authority of the jurisdiction of organization of such U.S. 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 U.S. Loan Party from its jurisdiction of organization or the substantive equivalent
          available in the jurisdiction of organization for each U.S. Loan Party from the appropriate governmental officer in such jurisdiction.

       

      e.          Officer’s Certificate. The Administrative Agent shall have
          received a certificate of each Borrower, certifying that, before and after giving effect to the Commitment Increase, (i) the representations and warranties set forth in Article III of the Credit Agreement and in the other Loan Documents are true
          and correct in all material respects (except that any representation or warranty which by its terms is made as of a specified date shall be true and correct in all material respects only as of such specified date, and any representation or
          warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects), (ii) no Default exists and (iii) the Borrowers are in compliance (on a pro forma basis) with the covenant contained in Section 6.13
          of the Credit Agreement (whether or not a Financial Covenant Period is then in effect).

       

      
        3

        
          


      

      f.           Lien Searches.  The Administrative Agent shall have
          received the results of a recent lien search in each jurisdiction where the U.S. Loan Parties are organized, and such search shall reveal no Liens on any of the assets of the U.S. Loan Parties except for Liens permitted by Section 6.02 of the
          Credit Agreement.

       

      g.         Borrowing Base Certificate.  The Administrative Agent
          shall have received a Borrowing Base Certificate which calculates the Aggregate Borrowing Base, the U.S. Borrowing Base and the Canadian Borrowing Base, in each case, as of a date specified by the Administrative Agent.

       

      h.          USA Patriot Act, Etc.  The Administrative Agent and the
          Lenders shall have received all documentation and other information regarding each Borrower reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act,
          and the Beneficial Ownership Regulation (provided that, upon the execution and delivery by such Lender of its signature page to this Amendment, the condition set forth in this clause (h) shall be deemed to be satisfied).

       

      i.            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 and documented fees and expenses of legal counsel), on or before the Second Amendment Effective Date.

       

      3.           Representations and Warranties.  Each Loan Party represents and warrants as
          follows:

       

      a.           Authority.  Such Loan Party has the requisite corporate
          power and authority to execute and deliver this Amendment, and to perform its obligations hereunder.  The execution, delivery, and performance by such Loan Party of this Amendment and the Commitment Increase have been duly approved by all
          necessary corporate action, have received all necessary governmental approval, if any, and do not contravene any law or any contractual restriction binding on such Loan Party.

       

      b.          Enforceability.  This Amendment has been duly executed and
          delivered by such Loan Party.  This Amendment and the Commitment Increase are the legal, valid, and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, and is in full force and effect.

       

      c.        Representations and Warranties.  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 hereof (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).

       

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

       

      
        4

        
          


      

      4.           Choice of Law.  This Amendment shall be governed by and construed in
          accordance with the internal laws (and not the law of conflicts) of the State of New York, but giving effect to federal laws applicable to national banks. All other provisions of Sections 9.09 and 9.10 of the Credit Agreement are incorporated
          herein as if expressly set forth herein, mutatis mutandis.

       

      5.        Counterparts.  This Amendment may be executed in any number of counterparts
          and by different parties and separate counterparts, each of which when so executed and delivered, shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument.  Delivery of an executed
          counterpart of a signature page to this Amendment by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of the Amendment.

      

      

      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 Credit Agreement as modified and amended hereby.

       

      b.           Except as specifically set forth in this Amendment, the Credit Agreement and all other Loan Documents
          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 each Borrower 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.

       

      7.           Reaffirmation and Ratification.  Each of the Loan Parties as borrower,
          debtor, grantor, chargor, pledgor, assignor, guarantor, or in any other capacity in which such Loan Party grants Liens or security interests in its property, assets or undertakings or acts as a guarantor or co-obligor, as the case may be, hereby
          (a) restates, ratifies and reaffirms each and every term and condition set forth in the Credit Agreement, as amended hereby, the U.S. Security Agreement, as amended on the date hereof, and the other Loan Documents to which it is a party, (b)
          ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under the Credit Agreement, as amended hereby, the U.S. Security Agreement, as amended on the date hereof, and the other Loan Documents to which it is
          a party, and (c) to the extent such Loan Party granted Liens on or security interests in any of its property, assets or undertakings pursuant to any such Loan Document as security for or otherwise guaranteed the Obligations or the Secured
          Obligations, ratifies and reaffirms such guarantee and grant of security interests and Liens and confirms and agrees that such security interests and Liens shall continue in full force and effect and ranks as continuing security for the payment
          and discharge of the liabilities and obligations secured or guaranteed thereunder (as the case may be) including, without limitation, all of the Obligations and the Secured Obligations, in each case, as amended hereby. Each of the Loan Parties
          hereby agrees and consents to this Amendment and to the documents and agreements referred to herein.  Each U.S. Borrower hereby ratifies its liability for the Obligations and the Secured Obligations, and the Canadian Borrower hereby ratifies its
          liability for the Foreign Obligations and Foreign Secured Obligations. The Lenders hereby authorize the Administrative Agent to enter into the Second Amendment to Pledge and Security Agreement and any other Loan Documents relating to this
          Amendment. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Secured Obligations (including, without limitation, all of the
          Secured Obligations in respect of the Commitment Increase) of the Loan Parties under the Loan Documents, in each case, as amended by this Amendment. This Amendment represents a modification, and not a novation, of the credit facility under the
          Existing Credit Agreement and nothing contained herein shall be construed as a novation or substitution of, or a repayment and reborrowing of, the “Obligations” outstanding under, and as defined in, the Existing Credit Agreement, which shall
          remain in full force and effect, except as modified pursuant to this Amendment.

       

      
        5

        
          


      

      8.          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.

       

      9.          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.

       

      10.        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.

       

      [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

       

      

      
        6

        
          


      

      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.

       

      	 	
              U.S. BORROWERS:

            
	 	 
	 	
              STANDARD MOTOR PRODUCTS, INC.

            


      

      

      	 	
              By:

            	 


      	 	
              Name:

            
	 	
              Title:

            


      

      

      	 	
              TRUMPET HOLDINGS, INC.

            


      

      

      	 	
              By:

            	 


      	 	
              Name:

            
	 	
              Title:

            
	 	 
	 	
              CANADIAN BORROWER:

            
	 	 
	 	
              SMP MOTOR PRODUCTS LTD. /

            
	 	
              PRODUITS AUTOMOBILES SMP LTÉE

            


       

      

      	 	
              By:

            	 


      	 	
              Name:

            
	 	
              Title:

            


      

      

      
        [SMP – Signature Page to Second Amendment to Credit Agreement]

         

        

      

      
        
          


      

      	 	
              JPMORGAN CHASE BANK, N.A.,

            
	 	
              individually as a Lender and as Administrative Agent and an Issuing Bank

            


      

      

      	 	
              By

            	 


      	 	
              Name:

            
	 	
              Title:

            


      

      

      
        [SMP – Signature Page to Second Amendment to Credit Agreement]

         

        

      

      
        
          


      

      	 	
              JPMORGAN CHASE BANK, N.A.,

            
	 	
              TORONTO BRANCH, as a Lender

            


      

      

      	 	
              By

            	 


      	 	
              Name:

            
	 	
              Title:

            


      

      

      
        [SMP – Signature Page to Second Amendment to Credit Agreement]

      

      

      

      
        
          


      

      	 	
              BANK OF AMERICA, N.A.,

            
	 	
              as a Lender

            


      

      

      	 	
              By

            	 


      	 	
              Name:

            
	 	
              Title:

            


      

      

      
        [SMP – Signature Page to Second Amendment to Credit Agreement]

        

      

      
        
          


      

      	 	
              BANK OF AMERICA, N.A. (acting through its Canada Branch), as a Lender

            


      

      

      	 	
              By

            	 


      	 	
              Name:

            
	 	
              Title:

            


      

      

      
        [SMP – Signature Page to Second Amendment to Credit Agreement]

        

      

      
        
          


      

      	 	
              WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender

            


      

      

      	 	
              By:

            	 


      	 	
              Name:

            
	 	
              Title:

            


      

      

      
        [SMP – Signature Page to Second Amendment to Credit Agreement]

        

      

      
        
          


      

      	 	
              WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, as a Lender

            


      

      

      	 	
              By:

            	 


      	 	
              Name:

            
	 	
              Title:

            


      

      

      
        [SMP – Signature Page to Second Amendment to Credit Agreement]

        

      

      
        
          


      

      	 	
              HSBC BANK USA, NATIONAL ASSOCIATION, as Lender

            


      

      

      	 	
              By:

            	 


      	 	
              Name:

            
	 	
              Title:

            


      

      

      
        [SMP – Signature Page to Second Amendment to Credit Agreement]

        

      

      
        
          


      

      	 	
              TRUIST BANK,

            
	 	
              as a Lender

            


      

      

      	 	
              By:

            	 


      	 	
              Name:

            
	 	
              Title:

            


      

      

      
        [SMP – Signature Page to Second Amendment to Credit Agreement]

          

        

      

      
        
          


      

       
      
        

         

          
          
            ANNEX A TO FIRSTSECOND AMENDMENT (CONFORMED CREDIT AGREEMENT)

          

          
            
              	 
	 


            

            
              

              

            

          

          CREDIT AGREEMENT

           

          dated as of

           

          October 28, 2015

           

          as amended on December 10, 2018

           

          and as further amended on March 4, 2022

           

          among

           

          STANDARD MOTOR PRODUCTS, INC. and TRUMPET HOLDINGS, INC., as the U.S.

           BorrowerBorrowers

              SMP MOTOR PRODUCTS LTD. / PRODUITS AUTOMOBILES SMP LTÉE, as the 

            

          Canadian Borrower

           

            

          The Lenders Party Hereto

           

          and

           

          JPMORGAN CHASE BANK, N.A.,

              as Administrative Agent,

              

            

          
            


           

            

          JPMORGAN CHASE BANK, N.A.,

              as Sole Bookrunner and Joint Lead Arranger

              

            
            


            

          BANK OF AMERICA, N.A.,

           

          and

           

          WELLS FARGO BANK, NATIONAL ASSOCIATION

              as Joint Lead Arrangers

            

          

            

          
            
 

           

          

          BANK OF AMERICA, N.A.,

           

          and

           

          WELLS FARGO BANK, NATIONAL ASSOCIATION

              as Co-Syndication Agents

          
            	
                     

                  


          

          
            CHASE BUSINESS CREDIT

             

            

          

          
            
              


          

          
          
            TABLE OF CONTENTS

            

            

          

          	 	 	 	 	
                  Page

                
	 	 	 	 	 
	
                  ARTICLE I

                	
                  DEFINITIONS

                	
                  1

                
	 	
                  Section 1.01.

                	 	
                   Defined Terms

                	
                  1

                
	 	
                  Section 1.02.

                	 	
                  Classification of Loans and Borrowings

                	
                  6880

                
	 	
                  Section 1.03.

                	 	
                  Terms Generally

                	
                  6981

                
	 	
                  Section 1.04.

                	 	
                  Accounting Terms; GAAP

                	
                  7082

                
	 	
                  Section 1.05.

                	 	
                  Interest Rates; LIBORBenchmark Notifications

                	
                  7083

                
	 	
                  Section 1.06.

                	 	
                  Pro Forma Adjustments for Acquisitions and Dispositions

                	
                  7183

                
	 	
                  Section 1.07.

                	 	
                  Status of Obligations

                	
                  7184

                
	 	
                  Section 1.08.

                	 	
                  Currency Translations; Change of Currency

                	
                  7284

                
	 	
                  Section 1.09.            Divisions

                	
                  84

                
	
                  ARTICLE II

                	
                  THE CREDITS

                	
                  7285

                
	 	
                  Section 2.01.

                	 	
                  Commitments

                	
                  7285

                
	 	
                  Section 2.02.

                	 	
                  Loans and Borrowings

                	
                  7285

                
	 	
                  Section 2.03.

                	 	
                  Requests for Borrowings

                	
                  7386

                
	 	
                  Section 2.04.

                	 	
                  Protective Advances

                	
                  7487

                
	 	
                  Section 2.05.

                	 	
                  Overadvances

                	
                  7588

                
	 	
                  Section 2.06.

                	 	
                  Letters of Credit

                	
                  7689

                
	 	
                  Section 2.07.

                	 	
                  Funding of Borrowings

                	
                  8296

                
	 	
                  Section 2.08.

                	 	
                  Interest Elections

                	
                  8396

                
	 	
                  Section 2.09.

                	 	
                  Termination and Reduction of Commitments; Increase in Commitments

                	
                  8498

                
	 	
                  Section 2.10.

                	 	
                  Repayment of Loans; Evidence of Debt

                	
                  86100

                
	 	
                  Section 2.11.

                	 	
                  Prepayment of Loans

                	
                  87101

                
	 	
                  Section 2.12.

                	 	
                  Fees

                	
                  89103

                
	 	
                  Section 2.13.

                	 	
                  Interest

                	
                  90104

                
	 	
                  Section 2.14.

                	 	
                  Alternate Rate of Interest

                	
                  91105

                
	 	
                  Section 2.15.

                	 	
                  Increased Costs

                	
                  92109

                
	 	
                  Section 2.16.

                	 	
                  Break Funding Payments

                	
                  94111

                
	 	
                  Section 2.17.

                	 	
                  Withholding of Taxes; Gross-Up

                	
                  94111

                
	 	
                  Section 2.18.

                	 	
                  Payments Generally; Allocation of Proceeds; Sharing of Set-offs

                	
                  98115

                


          
            

             

                

                      -i-

              	 	
                      -i-

                    	 


            

          

          
            
              


          

          
            TABLE OF CONTENTS

            (continued)

          

           

          

          	 	 	 	 	
                  Page

                
	 	 	 	 	 
	 	
                  Section 2.19.

                	 	
                  Mitigation Obligations; Replacement of Lenders

                	
                  102119

                
	 	
                  Section 2.20.

                	 	
                  Defaulting Lenders

                	
                  103120

                
	 	
                  Section 2.21.

                	 	
                  Returned Payments

                	
                  105122

                
	 	
                  Section 2.22.

                	 	
                  Banking Services and Swap Agreements

                	
                  105122

                
	 	
                  Section 2.23.

                	 	
                  MIRE Event

                	
                  105123

                
	
                  ARTICLE III

                	
                  REPRESENTATIONS AND WARRANTIES

                	
                  106123

                
	 	
                  Section 3.01.

                	 	
                  Organization; Powers

                	
                  106123

                
	 	
                  Section 3.02.

                	 	
                  Authorization; Enforceability

                	
                  106123

                
	 	
                  Section 3.03.

                	 	
                  Governmental Approvals; No Conflicts

                	
                  106123

                
	 	
                  Section 3.04.

                	 	
                  Financial Condition; No Material Adverse Effect

                	
                  106124

                
	 	
                  Section 3.05.

                	 	
                  Properties

                	
                  107124

                
	 	
                  Section 3.06.

                	 	
                  Litigation

                	
                  107124

                
	 	
                  Section 3.07.

                	 	
                  Compliance with Laws and Agreements; No Default

                	
                  107125

                
	 	
                  Section 3.08.

                	 	
                  Investment Company Status

                	
                  108125

                
	 	
                  Section 3.09.

                	 	
                  Taxes

                	
                  108125

                
	 	
                  Section 3.10.

                	 	
                  ERISA; Canadian Pension Plans

                	
                  108126

                
	 	
                  Section 3.11.

                	 	
                  Disclosure

                	
                  109127

                
	 	
                  Section 3.12.

                	 	
                  Material Agreements; Trade Relations

                	
                  109127

                
	 	
                  Section 3.13.

                	 	
                  Solvency

                	
                  110127

                
	 	
                  Section 3.14.

                	 	
                  Insurance

                	
                  110128

                
	 	
                  Section 3.15.

                	 	
                  Capitalization and Subsidiaries

                	
                  110128

                
	 	
                  Section 3.16.

                	 	
                  Security Interest in Collateral

                	
                  111128

                
	 	
                  Section 3.17.

                	 	
                  Employment Matters

                	
                  111129

                
	 	
                  Section 3.18.

                	 	
                  Federal Reserve Regulations

                	
                  111129

                
	 	
                  Section 3.19.

                	 	
                  Use of Proceeds

                	
                  112129

                
	 	
                  Section 3.20.

                	 	
                  No Burdensome Restrictions

                	
                  112129

                
	 	
                  Section 3.21.

                	 	
                  Anti-Corruption Laws and Sanctions

                	
                  112129

                


          
            

             

                    

            -ii-

            
              	 	
                      -ii-

                    	 


            

          

          
            
              


          

          
            TABLE OF CONTENTS

            (continued)

          

           

          

          	 	 	 	 	
                  Page

                
	 	 	 	 	 
	 	
                  Section 3.22.

                	 	
                  Environmental Matters

                	
                  112130

                
	 	
                  Section 3.23.

                	 	
                  Common Enterprise

                	
                  113130

                
	
                  ARTICLE IV

                	 	
                  CONDITIONS

                	
                  113131

                
	 	
                  Section 4.01.

                	 	
                  Effective Date

                	
                  113131

                
	 	
                  Section 4.02.

                	 	
                  Each Credit Event

                	
                  116134

                
	
                  ARTICLE V

                	
                  AFFIRMATIVE COVENANTS

                	
                  117135

                
	 	
                  Section 5.01.

                	 	
                  Financial Statements; Borrowing Base and Other Information

                	
                  117135

                
	 	
                  Section 5.02.

                	 	
                  Notices of Material Events

                	
                  122140

                
	 	
                  Section 5.03.

                	 	
                  Existence; Conduct of Business

                	
                  123141

                
	 	
                  Section 5.04.

                	 	
                  Payment of Obligations

                	
                  123141

                
	 	
                  Section 5.05.

                	 	
                  Maintenance of Properties

                	
                  123142

                
	 	
                  Section 5.06.

                	 	
                  Books and Records; Inspection Rights

                	
                  123142

                
	 	
                  Section 5.07.

                	 	
                  Compliance with Laws and Material Contractual Obligations

                	
                  124143

                
	 	
                  Section 5.08.

                	 	
                  Use of Proceeds

                	
                  124143

                
	 	
                  Section 5.09.

                	 	
                  Accuracy of Information

                	
                  125143

                
	 	
                  Section 5.10.

                	 	
                  Insurance

                	
                  125144

                
	 	
                  Section 5.11.

                	 	
                  Casualty and Condemnation

                	
                  125144

                
	 	
                  Section 5.12.

                	 	
                  Appraisals

                	
                  126145

                
	 	
                  Section 5.13.

                	 	
                  Depository Banks

                	
                  126145

                
	 	
                  Section 5.14.

                	 	
                  Additional Collateral; Further Assurances

                	
                  126145

                
	 	
                  Section 5.15.

                	 	
                  Post-Closing Obligations

                	
                  129147

                
	
                  ARTICLE VI

                	
                  NEGATIVE COVENANTS

                	
                  129148

                
	 	
                  Section 6.01.

                	 	
                  Indebtedness

                	
                  129148

                
	 	
                  Section 6.02.

                	 	
                  Liens

                	
                  131150

                
	 	
                  Section 6.03.

                	 	
                  Fundamental Changes

                	
                  132152

                
	 	
                  Section 6.04.

                	 	
                  Investments, Loans, Advances, Guarantees and Acquisitions

                	
                  133153

                
	 	
                  Section 6.05.

                	 	
                  Asset Sales

                	
                  136155

                


           

          

          -iii- 

          
            	 	
                    -iii-

                  	 


          

          
            
              


          

          
            TABLE OF CONTENTS

            (continued)

          

           

          

          	 	 	 	 	
                  Page

                
	 	 	 	 	 
	 	
                  Section 6.06.

                	 	
                  Sale and Leaseback Transactions

                	
                  138158

                
	 	
                  Section 6.07.

                	 	
                  Swap Agreements

                	
                  139158

                
	 	
                  Section 6.08.

                	 	
                  Restricted Payments; Certain Payments of Indebtedness

                	
                  139158

                
	 	
                  Section 6.09.

                	 	
                  Transactions with Affiliates

                	
                  140160

                
	 	
                  Section 6.10.

                	 	
                  Restrictive Agreements

                	
                  141160

                
	 	
                  Section 6.11.

                	 	
                  Amendment of Material Documents

                	
                  141161

                
	 	
                  Section 6.12.

                	 	
                  Inactive Subsidiaries

                	
                  141161

                
	 	
                  Section 6.13.

                	 	
                  Fixed Charge Coverage Ratio

                	
                  142161

                
	 	
                  Section 6.14.

                	 	
                  Canadian Pension Plans

                	
                  142161

                
	
                  ARTICLE VII

                	
                  EVENTS OF DEFAULT

                	
                  142162

                
	
                  ARTICLE VIII

                	
                  THE ADMINISTRATIVE AGENT

                	
                  145165

                
	 	
                  Section 8.01.

                	 	
                  Appointment

                	
                  145165

                
	 	
                  Section 8.02.

                	 	
                  Rights as a Lender

                	
                  146166

                
	 	
                  Section 8.03.

                	 	
                  Duties and Obligations

                	
                  146167

                
	 	
                  Section 8.04.

                	 	
                  Reliance

                	
                  147167

                
	 	
                  Section 8.05.

                	 	
                  Actions through Sub-Agents

                	
                  147167

                
	 	
                  Section 8.06.

                	 	
                  Resignation

                	
                  147168

                
	 	
                  Section 8.07.

                	 	
                  Non-Reliance .

                	
                  148 169

                
	 	
                  Section 8.08.

                	 	
                  Other Agency Titles

                	
                  149169

                
	 	
                  Section 8.09.

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

                	
                  149170

                
	 	
                  Section 8.10.

                	 	
                  Flood Laws

                	
                  150170

                
	 	
                  Section 8.11.            Erroneous Payments

                	
                  170

                
	
                  ARTICLE IX

                	
                  MISCELLANEOUS

                	
                  150171

                
	 	
                  Section 9.01.

                	 	
                  Notices

                	
                  150171

                
	 	
                  Section 9.02.

                	 	
                  Waivers; Amendments

                	
                  152173

                
	 	
                  Section 9.03.

                	 	
                  Expenses; Limitation of Liability; Indemnity; Damage Waiver

                	
                  155177

                
	 	
                  Section 9.04.

                	 	
                  Successors and Assigns

                	
                  157179

                


          

          

          -iv- 

          
            	 	
                    -iv-

                  	 


          

          
            
              


          

           
          
            TABLE OF CONTENTS

            (continued)

          

           

          

          	 	 	 	 	
                  Page

                
	 	 	 	 	 
	 	
                  Section 9.05.

                	 	
                  Survival

                	
                  161184

                
	 	
                  Section 9.06.

                	 	
                  Counterparts; Integration; Effectiveness; Electronic Execution

                	
                  162184

                
	 	
                  Section 9.07.

                	 	
                  Severability

                	
                  162185

                
	 	
                  Section 9.08.

                	 	
                  Right of Setoff

                	
                  162186

                
	 	
                  Section 9.09.

                	 	
                  Governing Law; Jurisdiction; Consent to Service of Process

                	
                  163186

                
	 	
                  Section 9.10.

                	 	
                  WAIVER OF JURY TRIAL

                	
                  163187

                
	 	
                  Section 9.11.

                	 	
                  Headings

                	
                  164187

                
	 	
                  Section 9.12.

                	 	
                  Confidentiality

                	
                  164187

                
	 	
                  Section 9.13.

                	 	
                  Several Obligations; Non-reliance; Violation of Law

                	
                  165188

                
	 	
                  Section 9.14.

                	 	
                  USA PATRIOT Act

                	
                  165189

                
	 	
                  Section 9.15.

                	 	
                  Canadian Anti-Money Laundering Legislation

                	
                  165189

                
	 	
                  Section 9.16.

                	 	
                  Disclosure

                	
                  166189

                
	 	
                  Section 9.17.

                	 	
                  Appointment for Perfection

                	
                  166190

                
	 	
                  Section 9.18.

                	 	
                  Interest Rate Limitation

                	
                  166190

                
	 	
                  Section 9.19.

                	 	
                  Acknowledgement and Consent to Bail-In of EEA Financial Institutions

                	
                  167190

                
	 	
                  Section 9.20.

                	 	
                  Obligations of Foreign Subsidiaries

                	
                  167191

                
	 	
                  Section 9.21.

                	 	
                  No Advisory or Fiduciary Responsibility

                	
                  167191

                
	 	
                  Section 9.22.

                	 	
                  Waiver of Immunity

                	
                  168192

                
	 	
                  Section 9.23.

                	 	
                  Marketing Consent

                	
                  168192

                
	 	
                  Section 9.24.

                	 	
                  Judgment Currency

                	
                  168192

                
	

                	
                  Section 9.25.            Acknowledgement Regarding Any Supported QFCs

                	
                  192

                
	
                  ARTICLE X

                	
                  LOAN GUARANTY

                	
                  169193

                
	 	
                  Section 10.01.

                	 	
                  Guaranty

                	
                  169193

                
	 	
                  Section 10.02.

                	 	
                  Guaranty of Payment

                	
                  170194

                
	 	
                  Section 10.03.

                	 	
                  No Discharge or Diminishment of Loan Guaranty

                	
                  170194

                
	 	
                  Section 10.04.

                	 	
                  Defenses Waived

                	
                  171195

                
	 	
                  Section 10.05.

                	 	
                  Rights of Subrogation

                	
                  171196

                


           

          

          -v- 

          
            	 	
                    -v-

                  	 


          

          
            
              


          

          
            
              TABLE OF CONTENTS

              (continued)

            

          

           

          

          	 	 	 	 	
                  Page

                
	 	 	 	 	 
	 	
                  Section 10.06.

                	 	
                  Reinstatement; Stay of Acceleration

                	
                  171196

                
	 	
                  Section 10.07.

                	 	
                  Information

                	
                  172196

                
	 	
                  Section 10.08.

                	 	
                  Termination

                	
                  172196

                
	 	
                  Section 10.09.

                	 	
                  Taxes

                	
                  172197

                
	 	
                  Section 10.10.

                	 	
                  Maximum Liability

                	
                  172197

                
	 	
                  Section 10.11.

                	 	
                  Contribution

                	
                  172197

                
	 	
                  Section 10.12.

                	 	
                  Liability Cumulative

                	
                  173198

                
	 	
                  Section 10.13.

                	 	
                  Keepwell

                	
                  173198

                
	
                  ARTICLE XI

                	
                  THE BORROWER REPRESENTATIVE

                	
                  174199

                
	 	
                  Section 11.01.

                	 	
                  Appointment; Nature of Relationship

                	
                  174199

                
	 	
                  Section 11.02.

                	 	
                  Powers

                	
                  174199

                
	 	
                  Section 11.03.

                	 	
                  Employment of Agents

                	
                  174199

                
	 	
                  Section 11.04.

                	 	
                  Notices

                	
                  174199

                
	 	
                  Section 11.05.

                	 	
                  Successor Borrower Representative

                	
                  175199

                
	 	
                  Section 11.06.

                	 	
                  Execution of Loan Documents; Borrowing Base Certificate

                	
                  175199

                
	 	
                  Section 11.07.

                	 	
                  Reporting

                	
                  175200

                
	 	
                  Section 11.08.

                	 	
                  Process Agent

                	
                  175200

                


          

          

          -vi- 

          
            	 	
                    -vi-

                  	 


          

          
            
              


          

          SCHEDULES:

           

          Commitment Schedule

           

          	
                  Schedule 1.01

                	
                  –

                	
                  Existing Letters of Credit

                
	
                  Schedule 3.05

                	
                  –

                	
                  Properties

                
	
                  Schedule 3.06

                	
                  –

                	
                  Disclosed Matters

                
	
                  Schedule 3.10

                	
                  –

                	
                  Canadian Plans

                
	
                  Schedule 3.12

                	
                  –

                	
                  Material Agreements

                
	
                  Schedule 3.14

                	
                  –

                	
                  Insurance

                
	
                  Schedule 3.15

                	
                  –

                	
                  Capitalization and Subsidiaries

                
	
                  Schedule 3.22

                	
                  –

                	
                  Environmental Matters

                
	
                  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 Base Certificate

                
	
                  Exhibit C

                	
                  –

                	
                  Form of Compliance Certificate

                
	
                  Exhibit D

                	
                  –

                	
                  Form of Joinder Agreement

                
	
                  Exhibit E-1

                	
                  –

                	
                  Forms of U.S. Tax Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes)

                
	
                  Exhibit E-2

                	
                  –

                	
                  Form of U.S. Tax Certificate (For Foreign Participants that are not Partnerships for U.S. Federal Income Tax Purposes)

                
	
                  Exhibit E-3

                	
                  –

                	
                  Form of U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes)

                
	
                  Exhibit E-4

                	
                  –

                	
                  Form of U.S. Tax Certificate (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes)

                


          

          

          -vii- 

          	 	
                  -vii-

                	 


          
            
              


          

          
          CREDIT AGREEMENT dated as of October 28, 2015 (as it may be amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) among STANDARD
                MOTOR PRODUCTS, INC., a New York corporation (the “Company”) and TRUMPET HOLDINGS, INC., a Delaware corporation (“Trumpet” and
                  collectively with the Company, the “U.S. Borrower”), SMP MOTOR PRODUCTS LTD. / PRODUITS AUTOMOBILES SMP LTÉE, a corporation organized under the laws of Canada (the “Canadian
                Borrower”), the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

           

          The parties hereto agree as follows:

           

          ARTICLE I

            

            Definitions

           

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

           

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

           

          “Account” has the meaning assigned to such term, as applicable and as the context may require, in the U.S. Security Agreement, the
            Canadian Security Agreement and/or any other Security Agreement.

           

          “Account Debtor” means (i) any Person obligated on an Account or (ii) for the purposes of a Customer Draft, the drawer or maker of such
            Customer Draft.

           

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

           

          “Adjusted LIBO RateDaily Simple SOFR” means, with respect to any Eurodollar Borrowing for any Interest Period or for any ABR Borrowing,
            an interest rate per annum (rounded upward, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period
                multiplied by (b) the Statutory Reserve RateDaily Simple SOFR, plus (b) 0.10%; provided that if the Adjusted
                Daily Simple SOFR 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.

           

          
            -1-

            
              


          

          “Adjusted Term
                SOFR Rate” means, for any Interest Period, an interest rate per annum equal to (a) the Term SOFR Rate for such Interest Period, plus (b) 0.10%; provided that if the Adjusted Term
                SOFR 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 Chase, in its capacity as administrative agent hereunder and under the other Loan Documents, and including
            any of its Affiliates or any domestic or foreign branch of Chase or such Affiliate performing any of the functions of the Administrative Agent at any time, and their successors in such capacity as provided in Article VIII.

           

          “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.

           

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

           

          “Aggregate Borrowing Base” means, as of any date of determination, an amount equal to (a) the U.S. Borrowing Base as of such date plus (b) the lesser of (i) the Canadian Sublimit and (ii) the Canadian Borrowing Base as of such date.

           

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

           

          “Aggregate Canadian Revolving Sub-Commitments” means, at any time, the aggregate Canadian Revolving Sub-Commitments of all the Lenders at
            such time.

           

          “Aggregate Commitments” means, at any time, the aggregate Commitments of all of the Lenders, as increased or reduced from time to time
            pursuant to the terms and conditions hereof.  As of the Effective Date, the amount of the Aggregate Commitments is $250,000,000 and as of the Second Amendment Effective
                Date, the amount of the Aggregate Commitments is $300,000,000.

           

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

           

          “Aggregate LC Exposure” means, at any time, the sum of the Commercial LC Exposure and the Standby LC Exposure of all the Lenders at such
            time.

           

          
            -2-

            
              


          

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

           

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

           

          “Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the
            NYFRB Rate in effect on such day plus 1⁄2 of 1% and (c) the Adjusted LIBOTerm SOFR Rate for a one
            month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day)as published two (2) U.S. Government Securities Business Days prior to such day plus 1%, provided that, for the purpose of this definition, the Adjusted LIBOTerm SOFR Rate for any day shall be based on the LIBO Screen Rate (or if the LIBO Screen Rate is not available for
                such one month Interest Period, the Interpolated Rate)Term SOFR Reference Rate at approximately 11:005:00 a.m. LondonChicago
            time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate
                methodology).  Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBOTerm SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBOTerm SOFR Rate, respectively.  If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14 hereof(for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.14(b)), then
            the Alternate Base Rate shall be the greater of clause (a) and (b) above and shall be determined without reference to clause (c) above.  For the avoidance of doubt, if the Alternate Base Rate shall be less than zero, such rate shall be deemed
            to be zero for purposes of this Agreement.

           

          “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 the Borrowers or any of their respective
            Subsidiaries from time to time concerning or relating to bribery or corruption.

           

          
            -3-

            
              


          

          “Applicable Percentage” means, as applicable and as the context may require, with respect to any Lender (a) with respect to its Aggregate
            Credit Exposure, a percentage equal to a fraction the numerator of which is such Lender’s Commitment and the denominator of which is the Aggregate Commitments, provided that, if the Commitments have terminated or expired, the Applicable
            Percentages shall be determined based upon such Lender’s share of the Aggregate Credit Exposure at that time, (b) with respect to its U.S. Revolving Exposure, a percentage equal to a fraction, the numerator of which is such Lender’s Commitment
            and the denominator of which is the Aggregate Commitments, provided that, if the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon such Lender’s share of the Aggregate U.S. Revolving
            Exposure at that time, (c) with respect to its Canadian Revolving Exposure, a percentage equal to a fraction, the numerator of which is such Lender’s Canadian Revolving Sub-Commitment and the denominator of which is the Aggregate Canadian
            Revolving Sub-Commitments, provided that, if the Canadian Revolving Sub-Commitments have terminated or  expired, the Applicable Percentages shall be determined based upon such Lender’s share of the aggregate Canadian Revolving Exposure
            at that time, (d) with respect to U.S. Protective Advances and U.S. Overadvances, a percentage equal to a fraction, the numerator of which is such Lender’s Commitment and the denominator of which is the Aggregate Commitments, provided
            that, if the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon such Lender’s share of the aggregate U.S. Revolving Exposure at that time; (e) with respect to Canadian Protective Advances and
            Canadian Overadvances, a percentage equal to a fraction, the numerator of which is such Lender’s Canadian Revolving Sub-Commitment and the denominator of which is the Aggregate Canadian Revolving Sub-Commitments, provided that, if the
            Canadian Revolving Sub-Commitments have terminated or  expired, the Applicable Percentages shall be determined based upon such Lender’s share of the aggregate Canadian Revolving Exposure at that time, and (f) with respect to its Aggregate LC
            Exposure, a percentage equal to a fraction the numerator of which is such Lender’s Commitment and the denominator of which is the Aggregate Commitments, provided that, if the Commitments have terminated or expired, the Applicable
            Percentages shall be determined based upon such Lender’s share of the Aggregate LC Exposure at that time); provided, that each Lender shall have the same Applicable Percentage with respect to each of the Aggregate Credit Exposure, U.S.
            Revolving Exposure, Canadian Revolving Exposure and Aggregate LC Exposure; provided further that, in accordance with Section 2.20, so long as any Lender shall be a Defaulting Lender, such Defaulting Lender’s Commitment
            shall be disregarded in the calculations under clauses (a) through (f) above.

           

          “Applicable Rate” means, for any day, with respect to any Loan, the applicable rate per annum set forth below under the caption
            “ABR/Canadian Prime Rate Margin” or “EurodollarTerm Benchmark/CDOR Margin”, as the case may be,
            based upon the Average 4Q Availability for the period of four consecutive Fiscal Quarters ended on the relevant Determination Date; provided that the “Applicable Rate” shall be the applicable rates per annum set forth below in Category
            1 during the period from the Effective Date to, and including, the first Determination Date:

           

          	
                  Average 4Q

                   Availability

                	
                  ABR/

                  Canadian

                  

                  Prime Rate

                   Margin

                	
                  Eurodollar/Term

                   Benchmark /

                  CDOR Margin

                
	
                  Category 1

                   

                  > $60,000,000

                	
                  0.25%

                	
                  1.25%

                
	
                  Category 2

                   

                  < $60,000,000 but

                  > $40,000,000

                	
                  0.50%

                	
                  1.50%

                
	
                  Category 3

                   

                  < $40,000,000

                	
                  0.75%

                	
                  1.75%

                


          

          

          
            -4-

            
              


          

          For purposes of the foregoing, (a) the Applicable Rate shall be determined as of each Determination Date based upon the Borrowing Base
            Certificate delivered with respect to such Determination Date pursuant to Section 5.01(g) and (b) each change in the Applicable Rate resulting from a change in the Average 4Q Availability shall be effective during the period commencing
            on and including the fifth Business Day after delivery to the Administrative Agent of the Borrowing Base Certificate and ending on the date immediately preceding the effective date of the next such change; provided that if the Borrowers
            shall fail to deliver any Borrowing Base Certificate pursuant to Section 5.01(g) with respect to any Determination Date as and when due and such failure shall continue unremedied for a period of three (3) Business Days, at the option of
            the Administrative Agent or at the request of the Required Lenders, Average 4Q Availability shall be deemed to be in Category 3 during the period from the expiration of the time for delivery thereof until the date five (5) days after such
            Borrowing Base Certificate is delivered.

           

          If any financial statements or Borrowing Base Certificate shall prove to have been inaccurate (regardless of whether any Commitments are in
            effect or any amounts are outstanding hereunder when such inaccuracy is discovered), and such inaccuracy shall have resulted in the payment or accrual of any interest or fees at rates lower than those that would have been paid or accrued for
            any period, then the applicable Borrowers shall pay to the Administrative Agent, for distribution to the Lenders or Issuing Banks (or former Lenders or Issuing Banks) as their interests may appear, the interest and fees that would have accrued
            and would have been required to be paid but were not accrued or paid as a result of such inaccuracy.

           

          “Applicable Trigger Amount” means, with respect to any test of Availability hereunder by reference to the Applicable Trigger Amount at a
            specified Level, the following:

           

          	
                  Level

                	 	 	
                  Maximum Credit

                   Amount

                	
                  FloorTrigger

                  
                        Amount

                
	
                  I

                	 	
                  Greater of:

                	
                  8.0% of the Maximum

                   Credit Amount

                	
                  $20,000,000

                
	
                  II

                	 	
                  Greater of:

                	
                  10.0% of the

                  

                  Maximum Credit

                   Amount

                	
                  $25,000,000

                
	
                  III

                	 	
                  Greater of:

                	
                  12.5% of the

                  

                  Maximum Credit

                   Amount

                	
                  $31,250,000

                
	
                  IV

                	 	
                  Greater of:

                	
                  20.0% of the

                   Maximum Credit

                   Amount

                	
                  $50,000,000

                


          

          

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

           

          “Arrangers” means, collectively, JPMorgan Chase Bank, N.A., Bank of America, N.A., and Wells Fargo Bank, National Association.

           

          
            -5-

            
              


          

          “Asbestos Claims” means claims seeking to impose liability on the Company in connection with any alleged exposure to asbestos.

           

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

           

          “Availability” means, at any time, an amount equal to the lesser of (a) the Aggregate Commitments minus the Aggregate
            Credit Exposure, and (b) the sum of (i) an amount equal to (A) the U.S. Borrowing Base minus (B) the sum of (x) the Aggregate U.S. Revolving Exposure plus (y) the Canadian Over-Usage Amount, plus (ii) an amount not less
            than zero but otherwise equal to (1) the lesser of (x) the Canadian Borrowing Base and (y) the Canadian Sublimit, minus (2) the Aggregate Canadian Revolving Exposure.

           

          “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 all of the Aggregate Commitments.

           

          “Available Commitment” means, at any time, the Aggregate Commitments minus the Aggregate
            Credit 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, 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 (e) of Section 2.14.

           

          “Average 4Q Availability” means, for each period of four consecutive Fiscal Quarters ending on a relevant Determination Date, an amount
            equal to the average daily Availability during such period of four consecutive Fiscal Quarters ending on such Determination Date.  Average 4Q Availability shall be calculated by the Administrative Agent and such calculation shall be deemed
            correct absent manifest error.

           

           “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA





              Resolution Authority in respect of any liability of an EEAAffected Financial
            Institution.

           

          
            -6-

            
              


          

          “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 any of its Affiliates:  (a) credit cards for commercial customers (including, without limitation, “commercial credit cards” and purchasing cards),
            (b) stored value cards, (c) merchant processing services, (d) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts, overdraft facilities, any direct
            debit scheme or arrangement, overdrafts and interstate depository network services) and (e) foreign exchange and currency management services.

           

          “Banking Services Obligations” means any and all obligations of the Loan Parties and their respective 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.

           

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

           

          “Bankruptcy Code” means title 11 of the United States Code, as amended.

           

          “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, interim receiver, receiver-manager, monitor, 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 United States 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.

           

          
            -7-

            
              


          

          “Benchmark” means, initially, with respect to any Term Benchmark Loan, the Term SOFR
              Rate; provided that if a Benchmark Transition Event and the related Benchmark Replacement Date have occurred with respect to the Daily Simple SOFR or Term SOFR Rate or the then-current Benchmark, then “Benchmark” means the applicable
              Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) 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:

           

          (1) the Adjusted Daily Simple SOFR;

           

          (2) 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 at such time in the United States and (b) the related Benchmark Replacement Adjustment.

           

                    If the Benchmark Replacement as determined pursuant to
                clause (1) or (2) 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.

           

          “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, 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 at such time.

           

          
            -8-

            
              


          

          “Benchmark Replacement Conforming Changes” means, with respect to any Benchmark
              Replacement and/or any Term Benchmark Loan, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities
              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 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 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 such 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); or

           

          (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.

           

          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) 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 such 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);

           

          
            -9-

            
              


          

          (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, 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

           

          (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 clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such 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 such 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 as required by the Beneficial Ownership
            Regulation.

           

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

           

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

           

          “Bookrunner” means JPMorgan Chase Bank, N.A.

           

          
            -10-

            
              


          

          “Borrower” or “Borrowers” means, individually or collectively, as the context may require, the U.S. Borrower and/or the Canadian
            Borrower.

           

          “Borrower Representative” means the Company, as more particularly described in Article XI.

           

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

           

          “Borrowing Base” means, individually and collectively as the context may require, the U.S. Borrowing Base and the Canadian Borrowing
            Base.  Notwithstanding anything contained herein to the contrary, for purposes of determining each Borrowing Base, (a) the value of Inventory acquired by any Loan Party from any other Loan Party shall be the lower of cost (determined on a
            first-in, first-out basis) or market of either the selling Loan Party or the purchasing Loan Party, whichever is lower, (b) the Net Orderly Liquidation Value of any Equipment or Inventory and the Value of any Eligible Real Property may be
            adjusted by Administrative Agent from time to time to reflect the results of the most recent appraisal thereof and (c) the Accounts, Inventory, Equipment, Customer Drafts (if any) and Real Estate of any Target acquired in connection with any
            Acquisition shall not be included in, as applicable, Eligible Canadian Accounts, Eligible U.S. Accounts, Eligible U.S. Customer Drafts, Eligible Canadian Inventory, Eligible U.S. Inventory, Eligible Canadian Equipment, Eligible U.S. Equipment
            or Eligible Real Property until (x) the Administrative Agent shall have received satisfactory results (as determined by the Administrative Agent in its Permitted Discretion) of appraisals, field examinations and audits pertaining to the assets
            to be included in the determination of the Aggregate Borrowing Base; provided that, from the Second Amendment Effective Date until the next date that appraisals and field examinations are completed pursuant to
                Section 5.06, no appraisal or field examination shall be required for Trumpet’s assets included in the Borrowing Base and (y) such assets become subject to the first priority perfected Liens of Administrative Agent and otherwise
            meet the eligibility criteria which apply to such assets.

           

          “Borrowing Base Certificate” means a certificate, signed and certified as accurate and complete by a Financial Officer of the Borrower
            Representative, in substantially the form of Exhibit B (with such changes thereto as may be required by the Administrative Agent in its Permitted Discretion from time to time to reflect the components of and reserves against the
            Borrowing Base as provided for hereunder) or another form that is acceptable to the Administrative Agent in its Permitted Discretion, in each case, reflecting, among other things, the Aggregate Borrowing Base, the U.S. Borrowing Base and the
            Canadian Borrowing Base.

           

          “Borrowing Base Reporting Date” means (a) during any period that is not an Increased Reporting Period, 10 Business Days after each of (i)
            the end of each Fiscal Quarter of the Company and (ii) solely to the extent that the Aggregate Credit Exposure exceeded 25% of the Maximum Credit Amount at any time during the immediately preceding twelve-month period, the end of each Fiscal
            Month of the Company, and (b) during any Increased Reporting Period, Wednesday of each week.

           

          
            -11-

            
              


          

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

           

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

           

          “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York, New York or HoustonChicago, TexasIllinois are authorized or required by law to remain closed; provided that, (a) when used in connection with a EurodollarTerm Benchmark Loan, the term “Business Day” shall also excludeinclude any such day on which banks are not open for
                general business in Londonthat is an U.S. Government Securities Business Day and (b) when used in connection with any Loan or Letter of
            Credit (x) denominated in Canadian Dollars or (y) made or issued under the Canadian Subfacility in Dollars or in Canadian Dollars, the term “Business Day” shall also exclude any day
            on which commercial banks in Toronto, Ontario are not open for general business or are authorized or required by law to remain closed.

           

          “CAD” or “Canadian Dollars” or “Cdn$” means the lawful currency of Canada.

           

          “Canada” means the country of Canada and any province or territory thereof.

           

          “Canadian Benefit Plan” means any material plan, fund, program, or policy, whether oral or written, formal or informal, funded or
            unfunded, insured or uninsured, registered or unregistered, providing employee benefits, including medical, hospital care, dental, sickness, accident, disability, life insurance, pension, retirement or savings benefits, maintained or sponsored
            by or under which any Foreign Loan Party or any Subsidiary of any Foreign Loan Party has any liability with respect to any of their respective employees or former employees, but excluding any Canadian Pension Plans and any plan maintained by
            the Government of Canada or the Government of any province of Canada including the Canada Pension Plan, the Quebec Pension Plan, Employment Insurance and workers’ compensation benefits plans and excluding any stock option or share purchase plan
            that is an employee benefit plan that is required to be registered under any applicable Canadian federal or provincial employee benefit legislation, whether or not registered under any such laws.

           

          “Canadian Blocked Person” means any Person that is a “politically exposed foreign person” or “terrorist group” or similar person whose
            property or interests in property are blocked or subject to blocking pursuant to, or as described in, any Canadian Economic Sanctions and Export Control Laws.

           

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

           

          
            -12-

            
              


          

          “Canadian Borrowing Base” means, at the time of any determination (x) prior to the Canadian Borrowing Base Effective Date, an amount
            equal to zero ($0) and (y) on or after the Canadian Borrowing Base Effective Date, the sum of:

           

          (a)          an amount equal to the product of the applicable Receivables Advance Rate multiplied by the book value of the Eligible Canadian Accounts, plus

           

          (b)          an amount equal to the product of the Customer Draft Advance Rate multiplied by the book
            value of the Eligible Canadian Customer Drafts, plus

           

          (c)          an amount equal to the product of the Receivables Advance Rate multiplied by the book value of the Eligible Canadian Extended Customer Drafts, plus

           

          (d)         an amount equal to the lesser of (i) 65% of the book value of Eligible Canadian Inventory valued at the lower of cost
              (determined on a first in, first out basis) or market; or (ii) 85% times the sum of (x) the product of the Finished Goods NOLV Rate times Eligible Canadian Inventory consisting of finished goods, and (y) the product of the Raw Materials NOLV Rate times Eligible Canadian Inventory consisting of raw materials (including cores Inventory), with the value of the components of Eligible Canadian
              Inventory valued at the lower of cost (determined on a first-in, first-out basis) or market, plus

           

          (e)          the Canadian Fixed Asset Component, minus

           

          (f)          without duplication, applicable Reserves.

           

          Subject to the provisions hereof expressly permitting the Administrative Agent to adjust Reserves and adjust any of the eligibility criteria (or to establish new
            eligibility criteria) with respect to assets included in the determination of the Canadian Borrowing Base, the Canadian Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the
            Administrative Agent pursuant to Section 5.01(g) (or, prior to the first such delivery, delivered to the Administrative Agent pursuant to Section 4.01(k)).  The Administrative Agent may, in its Permitted Discretion, in addition
            to the foregoing, reduce the advance rates set forth above during the continuation of an Event of Default.

           

          “Canadian Borrowing Base Effective Date” means the first date that (a) the Administrative Agent shall have received (i) a Canadian
            Borrowing Base Election, (ii) satisfactory results of field exams and appraisals with respect to Accounts, Customer Drafts and Inventory to be included in the determination of the Canadian Borrowing Base, setting forth, as applicable, the
            relevant Net Orderly Liquidation Values with respect to such Inventory in accordance with the requirements of this Agreement, and (iii) a Borrowing Base Certificate reflecting a calculation of the Canadian Borrowing Base (including the Eligible
            Canadian Accounts, Eligible Canadian Customer Drafts, Eligible Canadian Extended Customer Drafts, and Eligible Canadian Inventory included in the determination thereof), and (b) each of the eligibility criteria set forth in the definition of
            “Eligible Canadian Accounts”, “Eligible Canadian Customer Drafts”, “Eligible Canadian Extended Customer Drafts” and “Eligible Canadian Inventory” shall be satisfied with respect to the Accounts, Customer Drafts and Inventory included in the
            determination of the Canadian Borrowing Base (including, without limitation, any such requirement to maintain a first priority perfected Lien on such Collateral in favor of the Administrative Agent).

           

          
            -13-

            
              


          

          “Canadian Borrowing Base Election” means the election of the Borrowers (at their sole discretion) to have assets of the Canadian Borrower
            included in the determination of the Canadian Borrowing Base, as set forth in a written notice (reasonably acceptable to the Administrative Agent) of the Borrower Representative addressed to the Administrative Agent and the Lenders.

           

          “Canadian Collateral” means any and all property of any Foreign Loan Party covered by the Collateral Documents and any and all other
            property of any Foreign Loan Party, now existing or hereafter acquired, that may at any time be or become 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 Foreign Secured Obligations.

           

          “Canadian Collection Account” shall have the meaning assigned to such term in the Canadian Security Agreement

           

          “Canadian Defined Benefit Plan” means a Canadian Pension Plan, which contains a “defined benefit provision,” as defined in subsection
            147.1(1) of the ITA.

           

          “Canadian Economic Sanctions and Export Control Laws” means any Canadian laws, regulations or orders governing transactions in controlled
            goods or technologies or dealings with countries, entities, organizations, or individuals subject to economic sanctions and similar measures.

           

          “Canadian Fixed Asset Component” means, at the time of any determination (a) prior to the Canadian Fixed Asset Effective Date, an amount
            equal to zero ($0) and (b) on or after the Canadian Fixed Asset Effective Date,  an amount equal to the least of (i) the result of (A) 85% of the Net Orderly Liquidation Value of Eligible Canadian Equipment minus (B) the sum of (1)
            Reserves established by the Administrative Agent in its Permitted Discretion and (2) the aggregate amount of Fixed Asset Amortization attributable to Eligible Canadian Equipment included in the determination of clause (A), (ii) an amount not
            less than zero but otherwise equal to the result of (A) $50,000,000 minus (B) the U.S. Fixed Asset Component and (iii) $2,000,000.  Notwithstanding anything to the contrary contained herein and in addition to the eligibility criteria
            set forth in the definition of Eligible Canadian Equipment, the Canadian Fixed Asset Component shall be zero ($0) until the Administrative Agent shall have received satisfactory results of field exams and appraisals with respect to Equipment to
            be included in the determination of the Canadian Fixed Asset Component and setting forth the Net Orderly Liquidation Value with respect to such Equipment in accordance with the requirements of this Agreement.

           

          
            -14-

            
              


          

          “Canadian Fixed Asset Effective Date” means the first date that (a) the Administrative Agent shall have received (i) a Canadian Borrowing
            Base Election, (ii) a Canadian Fixed Asset Election, (iii) satisfactory results of field exams and appraisals with respect to Equipment to be included in the determination of the Canadian Fixed Asset Component, setting forth the Net Orderly
            Liquidation Value with respect to such Equipment in accordance with the requirements of this Agreement, and (iv) a Borrowing Base Certificate reflecting a calculation of the Canadian Fixed Asset Component (including the Eligible Canadian
            Equipment included in the determination thereof), and (b) each of the eligibility criteria set forth in the definition of “Eligible Canadian Equipment” shall be satisfied with respect to the Equipment included in the determination of the
            Canadian Fixed Asset Component (including, without limitation, any such requirement to maintain a first priority perfected Lien on such Collateral in favor of the Administrative Agent).

           

          “Canadian Fixed Asset Election” means, at any time after the Borrower Representative shall have delivered a Canadian Borrowing Base
            Election, the election of the Borrowers (at their sole discretion) to have Equipment of the Canadian Borrower included in the determination of the Canadian Fixed Asset Component, as set forth in a written notice (reasonably acceptable to the
            Administrative Agent) of the Borrower Representative addressed to the Administrative Agent and the Lenders.

           

          “Canadian Loans” means the Canadian Revolving Loans.

           

          “Canadian MEPP” means any plan that is a multi-employer pension plan as defined under the applicable Canadian pension standards
            legislation.

           

          “Canadian Overadvance” means any Overadvance made to or for the benefit of the Canadian Borrower.

           

          “Canadian Over-Usage Amount” means, as of any date of determination, an amount not less than zero but otherwise equal to the amount (if
            any) by which the Aggregate Canadian Revolving Exposure on such date exceeds the Canadian Borrowing Base as of such date.

           

          “Canadian Pension Plan” means any plan, program or arrangement that is a pension plan that is required to be registered under any
            applicable Canadian federal, territorial or provincial pension legislation, whether or not registered under any such laws, which is, or has been, maintained or contributed to by, or to which there is or may be an obligation to contribute by, a
            Loan Party or Subsidiary operating in Canada in respect of any Person’s employment in Canada with such Loan Party or Subsidiary, other than any Canadian MEPP or plans established by statute, which shall include the Canada Pension Plan maintained by the government of Canada and the Quebec Pension Plan maintained by the Province of Quebec.

           

          
            -15-

            
              


          

          “Canadian Prime Rate” means, on any day, the rate determined by the Administrative Agent to be the higher of (i) the rate equal to the
            PRIMCAN Index rate that appears on the Bloomberg screen at 10:15 a.m. Toronto time on such day (or, in the event that the PRIMCAN Index is not published by Bloomberg, any other information services that publishes such index from time to time,
            as selected by the Administrative Agent in its reasonable discretion) and (ii) the average rate for thirty (30) day Canadian Dollar bankers’ acceptances that appears on the Reuters Screen CDOR Page (or, in the event such rate does not appear on
            such page or screen, on any successor or substitute page or 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) at 10:15 a.m. Toronto time on such day, plus 1% per annum; provided, that if any the above rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. Any change in the Canadian
            Prime Rate due to a change in the PRIMCAN Index or the CDOR shall be effective from and including the effective date of such change in the PRIMCAN Index or CDOR, respectively.

           

          “Canadian Prime Rate Loan” or “Canadian Prime Rate Borrowing” means a Loan or Borrowing, respectively, denominated in Canadian
            Dollars the rate of interest applicable to which is based upon the Canadian Prime Rate.

           

          “Canadian Protective Advance” means a Protective Advance made to, on behalf of or in respect of the Canadian Borrower.

           

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

           

          “Canadian Revolving Loan” means a Revolving Loan made by the Lenders to the Canadian Borrower.

           

          “Canadian Revolving Sub-Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make Canadian Revolving
            Loans and to acquire participations in Canadian Overadvances, and Canadian Protective Advances, expressed as an amount representing the maximum aggregate permitted amount of such Lender’s Canadian Revolving Exposure hereunder, as such
            sub-commitment may be reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04.  The initial amount of each Lender’s Canadian Revolving Sub-Commitment is set forth on the Commitment





              Schedule, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Canadian Revolving Sub-Commitment, as applicable.  The Canadian Revolving Sub-Commitment is a part of, and not in addition to, the
            Commitment of each such Lender.

           

          “Canadian Security AgreementsAgreement” means each
            pledge or security agreement or deed of hypothec entered into by and among one or more Foreign Loan Parties and the Administrative Agent, for the benefit of the Lenders and the other Secured Parties, as the same may be amended, restated,
            supplemented or otherwise modified from time to time.

           

          “Canadian Subfacility” means, extensions of credit made to the Canadian Borrower up to the Canadian Sublimit, pursuant to each Lender’s
            Canadian Revolving Sub-Commitment.

           

          
            -16-

            
              


          

          “Canadian Sublimit” means $10,000,000.  The Canadian Sublimit is a part of, and not in addition to, the Aggregate Commitments.

           

          “Canadian Subsidiary” means any Subsidiary of the Company that has been formed or is organized under the laws of Canada or any province
            or territory thereof.

           

          “Capital Expenditures” means, without duplication, any expenditure 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, but excluding in each case any such expenditures that (i) are made to restore, repair, replace or
            rebuild property to the condition of such property immediately prior to any casualty event, to the extent such expenditure is made with identifiable insurance proceeds, condemnation awards or damage recovery proceeds relating to any such
            casualty event, or (ii) are financed with the proceeds of any Disposition of fixed or capital assets to the extent such expenditure is made within twelve (12) months of such Disposition.  Notwithstanding the foregoing, Permitted Acquisitions
            shall not constitute Capital Expenditures.

           

          “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.

           

          “Cash Dominion Period” means each period (a) commencing at such time that is the earliest of (i) an Event of Default has occurred, (ii)
            Availability shall be less than the Applicable Trigger Amount (Level IIIII) or (iii) at the
            Borrower Representative’s election in writing to the Administrative Agent to commence a “Cash Dominion Period” (such event described in this clause (a)(iii), a “Borrower Initiated Dominion Period”) and (b) ending (i) solely in the case
            of a Borrower Initiated Dominion Period, on the date that the Administrative Agent shall have received a written notice from the Borrower Representative electing to terminate such Borrower Initiated Dominion Period, or (ii) on the date that (x)
            Availability is not less than the Applicable Trigger Amount (Level IIIII) and (y) no Event of
            Default has occurred and is continuing, in each case of clauses (x) and (y), for a period of sixty (60) consecutive days.  Notwithstanding anything to the contrary contained herein, no more than three (3) Cash Dominion Periods may end during
            the term of this Agreement.  The Borrower Representative confirms that as of the Effective Date, the Borrower Representative has elected to commence a Cash Dominion Period for the U.S. only.

           

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

           

          “CDOR”, 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 CDOR Rate.

           

          
            -17-

            
              


          

          “CDOR Rate” means, for the relevant Interest Period, the sum of (a) the CDOR Screen Rate plus (b) 0.10% per annum; provided
            that if the CDOR Screen Rate is not available on the Reuters Screen CDOR Page on any particular day, then the Canadian deposit offered rate component of such rate on that day shall be calculated as the cost of funds quoted by the Administrative
            Agent to raise Canadian Dollars for the applicable interest period at or about 10:00 a.m. Toronto time on such day for commercial loans or other extensions of credit to businesses of comparable credit risk; or if such day is not a Business Day,
            then as quoted by the Administrative Agent on the immediately preceding Business Day.

           

          “CDOR Screen Rate” means on any day for the relevant Interest Period, the annual rate of interest
            equal to the average rate applicable to Canadian Dollar Canadian bankers’ acceptances for the applicable period that appears on the “Reuters Screen CDOR Page” as defined in the International Swap Dealer Association, Inc. definitions, as
            modified and amended from time to time (or, in the event such rate does not appear on such page or screen, on any successor or substitute page or 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), rounded to the nearest 1/100th of 1% (with .005%
            being rounded up), as of 10:15 a.m. Toronto time on the first day of such Interest Period and, if such day is not a Business Day, then on the immediately preceding Business Day (as adjusted by Administrative Agent after 10:15 a.m. Toronto time
            to reflect any error in the posted rate of interest or in the posted average annual rate of interest).  If the CDOR Screen Rate shall be less than zero, the CDOR Screen Rate shall be deemed to be zero for purposes of this Agreement.

           

          “CFC” means each Person that is a “controlled foreign corporation” within the meaning of Section 957(a) of the Code.

           

          “CFC Holdco” means an entity substantially all of the assets of which consist of equity interests of one or more CFCs.

           

          “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 the Existing Stockholder Group, of Equity Interests representing more than 30% of the aggregate ordinary
            voting power represented by the issued and outstanding Equity Interests of the Company; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Company by Persons who were neither (i) nominated,
            appointed or approved for consideration by shareholders for election by the board of directors of the Company nor (ii) appointed by directors so nominated, appointed or approved; (c) the acquisition of direct or indirect Control of the Company
            by any Person or group other than the Existing Stockholder Group; or (d) the Company shall cease to own, free and clear of all Liens (other than non-consensual Permitted Encumbrances which arise as a matter of any Requirement of Law), all of
            the outstanding voting Equity Interests of the Canadian Borrower on a fully diluted basis.

           

          
            -18-

            
              


          

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

           

          “Chase” means JPMorgan Chase Bank, N.A., a national banking association, in its individual capacity and including any of its domestic or
            foreign branches, and its successors.

           

          “Chattel Paper” has the meaning assigned to such term, as applicable and as the context may require, in the U.S. Security Agreement, the
            Canadian Security Agreement or such other Security Agreement.

           

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

           

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

           

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

           

          “Collateral” means any and all Canadian Collateral, U.S. Collateral and all other 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 any of the Secured Obligations.

           

          “Collateral Access Agreement” has the meaning assigned to such term, as applicable and as the context may require, in the U.S. Security
            Agreement, the Canadian Security Agreement or such other Security Agreement.

           

          
            -19-

            
              


          

          “Collateral Documents” means, collectively, the Security Agreements, the Mortgages (if any), any intercreditor agreement, any deposit
            account control agreement, any securities account control agreement, and any other agreements, instruments and documents executed in connection with this Agreement that are intended to create, perfect or evidence Liens to secure the 
            Obligations, including, without limitation, all other security agreements, pledge agreements, mortgages, deeds of trust, the Guarantees contained in this Agreement or any joinder or supplement hereto or any other Guarantee of all or any portion
            of the Obligations, subordination agreements, pledges, and collateral assignments, whether theretofore, now or hereafter executed by any Borrower or any of its Subsidiaries and delivered to the Administrative Agent.

           

          “Collection Account” means, individually and collectively as the context may require, the U.S. Collection Account and the Canadian
            Collection Account.

           

          “Commercial LC Exposure” means, at any time, the sum of (a) the aggregate undrawn Dollar Amount of all outstanding commercial Letters of
            Credit plus (b) the aggregate Dollar 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 an Issuing Bank (in its capacity as such) shall be the Commercial LC Exposure in respect of commercial Letters of Credit issued by such Issuing Bank.  The Commercial LC Exposure of any Lender at any time shall be its Applicable
            Percentage of the aggregate Commercial LC Exposure at such time.

           

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

           

          “Commitments” means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to acquire
            participations in Letters of Credit, Overadvances, and Protective Advances, in each case, 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 Commitment is set forth on the Commitment Schedule,
            or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable.

           

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

           

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

           

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

           

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

           

          “Compliance Certificate” means a certificate executed by a Financial Officer of the Borrower Representative in substantially the form of
            Exhibit C.

           

          
            -20-

            
              


          

          “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 Total Assets” of any Person means, at any date, the total assets of such Person and its Subsidiaries at such date
            determined on a consolidated basis in conformity with GAAP minus (a) any minority interest in any Person that would be reflected on a consolidated balance sheet of such Person and its Subsidiaries at such date prepared in conformity with GAAP
            and (b) any securities issued by such Person held as treasury securities.

           

          “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 day adjustment) as
                such Available Tenor.

           

          “Covered Party” has the meaning assigned to it in Section 9.25.

           

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

           

          “Customer Draft Advance Rate” means, at any time, a rate equal to 85% less the applicable
            Dilution Reserve in respect of Eligible U.S. Customer Drafts or Eligible Canadian Customer Drafts, as applicable.

           

          “Customer Drafts” means the negotiable drafts issued by an Account Debtor in connection with a Customer Program.

           

          “Customer Program” means a program established between an Account Debtor and a financial institution reasonably acceptable to
            Administrative Agent, pursuant to which such Account Debtor consolidates multiple invoices from a supplier into a single large payment and issues a negotiable draft to a Loan Party which draft is purchased from the Loan Party by such financial
            institution for an agreed upon purchase price.

           

          “Daily Simple
                SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day (such day “SOFR Determination Date”) that is five (5) U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government
                Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is
                published by the SOFR Administrator on the SOFR Administrator’s Website.  Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such
                change in SOFR without notice to the Borrowers.

           

          
            -21-

            
              


          

          “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 (2) 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 (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 (3) 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 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, or has a Parent that
            has become, the subject of (i) a Bankruptcy Event or (ii) a Bail-In Action.

           

          “Determination Date” means the last day of each Fiscal Quarter, commencing with the first full Fiscal Quarter ending after the Effective
            Date.

           

          “Dilution Factors” means, without duplication, with respect to any period, (a) with respect to Accounts, the aggregate amount of all
            deductions, credit memos, returns, adjustments, allowances, bad debt write-offs, charge-offs and other non-cash credits and account adjustments, and (b) with respect to Customer Drafts, the discounted purchase price of Customer Drafts under
            Customer Programs, in each case which are recorded to reduce Accounts or Customer Drafts, as applicable, in a manner consistent with current and historical accounting practices of the Borrowers.  The Dilution Factors shall be determined
            separately for Eligible Canadian Accounts, Eligible U.S.Canadian Accounts, Eligible U.S. Accounts, Eligible U.S. Customer Drafts, and Eligible Canadian Customer Drafts.

           

          “Dilution Ratio” means, for any relevant period of determination (as selected by the Administrative Agent in its reasonable judgment),
            the amount (expressed as a percentage) equal to (a) with respect to Accounts, (i) the aggregate amount of the applicable Dilution Factors for such period with respect to the relevant Accounts divided by (ii) the aggregate amount of
            sales comprising such relevant Accounts for such period, (b) with respect to Customer Drafts of theany
            U.S. BorrowerLoan Party, (i) the aggregate amount of the applicable Dilution Factors for such
            period with respect to the Customer Drafts of thesuch U.S. BorrowerLoan Party divided by (ii) the aggregate face value of Customer Drafts of thesuch U.S. BorrowerLoan
                Party for such period, or (c) with respect to Customer Drafts of the Canadian Borrower, (i) the aggregate amount of the applicable Dilution Factors for such period with respect to the Customer Drafts of the Canadian Borrower divided
            by (ii) the aggregate face value of Customer Drafts of the Canadian Borrower for such period.  The Dilution Ratio shall be determined separately for Eligible Canadian Accounts, Eligible




            U.S.Canadian Accounts, Eligible U.S. Accounts, Eligible U.S. Customer Drafts, and Eligible Canadian Customer Drafts.

           

          
            -22-

            
              


          

          “Dilution Reserve” means, at any date, an amount sufficient to reduce the Receivables Advance Rate (determined by reference to clause (b)
            of such definition) against Eligible Canadian Accounts or Eligible CanadianU.S. Accounts or Eligible U.S. Accounts or the Customer Draft Advance Rate against Eligible U.S. Customer Drafts
            or Eligible Canadian Customer Drafts, as applicable, by 1 percentage point for each percentage point by which the applicable Dilution Ratio exceeds 5%.

           

          “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.

           

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

           

          “Disposition” or “Dispose” means the sale, transfer, lease or other disposition (in one transaction or in a series of
            transactions) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

           

          
            -23-

            
              


          

          “Disqualified Stock” means any Equity Interests which, by its terms (or by the terms of any security into which it is convertible or for
            which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise,
            or is redeemable at the option of the holder thereof, in whole or in part, or requires the payment of any cash dividend or any other scheduled payment constituting a return of capital, in each case at any time on or prior to the first
            anniversary of the Maturity Date, or (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) cash, (ii) debt securities or (iii) any Equity Interests referred to in (a) above, in each case at any time
            prior to the first anniversary of the Maturity Date.  Notwithstanding the foregoing, any Equity Interests that would constitute Disqualified Stock solely because holders of the Equity Interests have the right to require the issuer of such
            Equity Interests to repurchase such Equity Interests upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Equity Interests provide that the issuer may not repurchase or redeem
            any such Equity Interests pursuant to such provisions unless such repurchase or redemption is permitted under the terms of this Agreement.

           

          “Document” has the meaning assigned to such term in the U.S. Security Agreement, Canadian Security Agreement or such other Security
            Agreement as the context may require.

           

          “Dollar Amount” means (a) with regard to any Obligation or calculation denominated in U.S. Dollars, the amount thereof, and (b) with
            regard to any Obligation or calculation denominated in any other currency, the amount of U.S. Dollars which is equivalent to the amount so expressed in such currency at the Spot Rate on the relevant date of determination.

           

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

           

          “Domestic Subsidiary” means a Subsidiary organized under the laws of a jurisdiction located in the U.S. (other than a CFC or a CFC
            Holdco).

           

          “Draft Monetization” means the sale of Customer Drafts more than ten (10) days prior to the maturity date of such drafts to an acceptable
            financial institution, provided that, no later than sixty (60) days (or such later date as agreed to by the Administrative Agent in its sole discretion) after the First Amendment Effective Date the Administrative Agent shall have
            entered into a satisfactory intercreditor agreement regarding the payment of the purchase price for the Customer Drafts being sold to such financial institution.

           

          
            -24-

            
              


          

          “EBITDA” means, with respect to any Person for any fiscal period, without duplication, an amount equal to (a) consolidated net income of
            such Person for such period determined in accordance with GAAP, minus (b) the sum of (i) income tax credits, (ii) gain from extraordinary items for such period, (iii) any aggregate net gain (but not any aggregate net loss) during such
            period arising from the sale, exchange or other disposition of capital assets by such Person (including any fixed assets, whether tangible or intangible, all Inventory sold in conjunction with the disposition of fixed assets and all
            securities); provided that, in connection with any gain realized upon the sale of the building and related land located at 37-18 Northern Boulevard, Long Island City, NY 11101, EBITDA shall not be reduced by that portion of the gain
            realized upon such sale which is equal to the cash taxes paid by the Company due to such gain, and (iv) any other non-operating, non-cash gains that have been added in determining consolidated net income, in each case to the extent included in
            the calculation of consolidated net income of such Person for such period in accordance with GAAP, but without duplication, plus (c) the sum of (i) any provision for income taxes, (ii) Interest Expense, (iii) loss from extraordinary
            items for such period, (iv) the amount of non-cash charges (including depreciation and amortization) for such period, (v) amortized debt discount for such period, and (vi) the amount of any deduction to consolidated net income as the result of
            any grant to any members of the management of such Person of any Equity Interests, in each case to the extent included in the calculation of consolidated net income of such Person for such period in accordance with GAAP, but without
            duplication.  For purposes of this definition, the following items shall be subtracted from (or with respect to any deficit in item (1) below, added back to) the calculation of consolidated net income of a Person for purposes of calculating
            EBITDA:  (1) the income (or deficit) of any other Person accrued prior to the date it became a Subsidiary of, or was merged or consolidated into, such Person or any of such Person’s Subsidiaries; (2) the undistributed earnings of any Subsidiary
            of such Person 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 or requirement of law applicable to such Subsidiary;
            (3) any restoration to income of any reserve established for specific non-recurring items, except to the extent that provision for such reserve was made out of income accrued during such period; (4) any write-up of any asset; (5) any net gain
            from the collection of the proceeds of life insurance policies; (6) any net gain arising from the acquisition of any securities, or the extinguishment, under GAAP, of any Indebtedness, of such Person; (7) in the case of a successor to such
            Person by consolidation, amalgamation or merger or as a transferee of its assets, any earnings of such successor prior to such consolidation, amalgamation, merger or transfer of assets; and (8) any deferred credit representing the excess of
            equity in any Subsidiary of such Person at the date of acquisition of such Subsidiary over the cost to such Person of the investment in such Subsidiary.  For purposes of this definition, and without duplication of amounts added back pursuant to
            clause (c)(iii) of the first sentence of this definition, the following items shall be added back to consolidated net income of a Person for purposes of calculating EBITDA:  any one-time charges incurred in connection with Permitted
            Acquisitions, consolidation or relocation of facilities, or dispositions of assets permitted hereunder in an aggregate amount not to exceed $2,000,000 during any Fiscal Year; provided that, to the extent such one-time charges in any
            Fiscal Year are less than such $2,000,000 threshold, such unused charges may be carried forward and added back to consolidated net income of a Person for purposes of calculating EBITDA only in the immediately succeeding Fiscal Year (in addition
            to the applicable amount for each Fiscal Year) assuming such one-time charges are actually incurred in the immediately succeeding Fiscal Year.

           

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

           

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

           

          
            -25-

            
              


          

          “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 arewere 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, 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 and the Issuing Bank and any of its
            respective Related Parties or any other Person, providing for access to data protected by passcodes or other security system.

           

          “Eligible Canadian Accounts” means, without duplication of Eligible Canadian Customer Drafts or Eligible Canadian Extended Customer
            Drafts, all of the Accounts owned by the Canadian Borrower and reflected in the most recent Borrowing Base Certificate delivered by the Borrower Representative to the Administrative Agent, except any Account to which any of the exclusionary
            criteria set forth below applies.  Administrative Agent shall have the right to establish, modify or eliminate Reserves against Eligible Canadian Accounts from time to time in its Permitted Discretion.  In addition, Administrative Agent
            reserves the right, at any time and from time to time after the Effective Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates (subject to any express limitations set forth in this
            Agreement) with respect to Eligible Canadian Accounts, in its Permitted Discretion.  Eligible Canadian Accounts shall not include any Account of the Canadian Borrower:

           

          (a)          that does not arise from the sale of goods or the performance of services by the Canadian Borrower in the ordinary
              course of its business;

           

          (b)         (i) upon which the Canadian Borrower’s right to receive payment is not absolute or is contingent upon the fulfillment
              of any condition whatsoever, or (ii) (x) which is owed by an Account Debtor located in any jurisdiction which requires filing of a “Notice of Business Activities Report” or other similar report in order to permit the Canadian Borrower to seek
              judicial enforcement in such jurisdiction of payment of such Account, unless the Canadian Borrower has filed such report or qualified to do business in such jurisdiction or (y) as to which the Canadian Borrower is not otherwise able to bring
              suit or otherwise enforce its remedies against the Account Debtor through judicial process, or (iii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract
              under which the Account Debtor’s obligation to pay that invoice is subject to the Canadian Borrower’s completion of further performance under such contract or is subject to the equitable lien of a surety bond issuer;

           

          
            -26-

            
              


          

          (c)         to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account or to the extent that
              any credits which have been issued have not been applied to an Account Debtor’s statement or account, but only to the extent of such defense, counterclaim, setoff, dispute, or credit;

           

          (d)        that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for
              merchandise sold to or services rendered and accepted by the applicable Account Debtor, including pre-billed items;

           

          (e)        (x) with respect to which an invoice, reasonably acceptable to Administrative Agent in form and substance, has not been
              sent to the applicable Account Debtor or (y) which remains unpaid more than 60 days after the original due date therefor;

           

          (f)         that (i) is not owned by the Canadian Borrower or (ii) is subject to any Lien of any other Person, other than (x)
              Liens in favor of Administrative Agent, on behalf of itself, the Lenders and the other Secured Parties, securing the Foreign Secured Obligations and (y) non-consensual Permitted Encumbrances which arise as a matter of any Requirement of Law;

           

          (g)         that arises from a sale to any director, officer, other employee or Affiliate of any Loan Party, or to any entity that
              has any common officer or director with any Loan Party;

           

          (h)        that is the obligation of an Account Debtor that is (i) any Governmental Authority of any country other than the U.S.
              or Canada or (ii) any Governmental Authority of the U.S. or Canada, or any department, agency, public corporation, or instrumentality thereof, unless the Financial
                Administration Act (Canada), as amended (or the equivalent law of any province or territory of Canada, if any, in the case of a Governmental Authority of such province or territory) or the Federal Assignment of Claims Act of 1940, as
              amended (31 U.S.C. § 3727 et seq. and 41 U.S.C. § 15 et seq.), as applicable, have been complied with to the Administrative Agent’s satisfaction;

           

          (i)          that is the obligation of an Account Debtor which (i) does not maintain its chief executive office in the U.S. or
              Canada or (ii) is not organized under applicable law of the U.S., any state of the U.S. or the District of Columbia, Canada, or any province or territory of Canada unless, in any such case, payment thereof is assured by a letter of credit
              assigned and delivered to Administrative Agent, reasonably satisfactory to Administrative Agent as to form, amount and issuer;

           

          
            -27-

            
              


          

          (j)          to the extent the Canadian Borrower, any other Loan Party or any Subsidiary thereof is liable for goods sold or
              services rendered by the applicable Account Debtor to the Canadian Borrower, any other Loan Party or any Subsidiary thereof, but only to the extent of the potential offset;

           

          (k)        that arises with respect to goods that are delivered on a bill and hold, cash on delivery basis or placed on
              consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional;

           

          (l)          that is in default or which has been written off the books of the Canadian Borrower or otherwise designated as
              uncollectible; provided that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following:

           

          (i)         the Account Debtor obligated upon such Account has (1) suspended business, (2) applied for, suffered, or consented to
              the appointment of any receiver, receiver-manager, custodian, trustee, or liquidator of its assets, (3) had possession of all or a material part of its property taken by any receiver, receiver-manager, custodian, trustee or liquidator, (4)
              admitted in writing its inability, or is generally unable to, pay its debts as they become due, or (5) become insolvent; or

           

          (ii)          a petition is filed by or against any Account Debtor obligated upon such Account under any Insolvency Laws;

           

          (m)        that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar Amount of all Accounts and
              Customer Drafts owing by that Account Debtor are ineligible under the other criteria set forth in this definition or under the criteria set forth in the definition of Eligible Canadian Customer Drafts;

           

          (n)          as to which Administrative Agent’s Lien thereon, on behalf of itself, the Lenders and the other Secured Parties, is
              not a first priority perfected Lien;

           

          (o)          as to which any of the representations or warranties in the Loan Documents are untrue in any material respect;

           

          (p)          to the extent such Account is evidenced by a judgment, Instrument, Customer Draft or Chattel Paper;

           

          (q)          to the extent such Account exceeds any credit limit established by Administrative Agent, in its Permitted Discretion;

           

          (r)           that is payable in any currency other than Dollars or Canadian Dollars;

           

          
            -28-

            
              


          

          (s)         with respect to which the Canadian Borrower has made any agreement, including any negotiated agreement permitted by Section 6.04(j), with the Account Debtor for any reduction thereof, other than discounts and adjustments given in the ordinary course of business but only to the extent of
              any such reduction, or any Account which was partially paid and the Canadian Borrower created a new receivable for the unpaid portion of such Account;

           

          (t)        which does not comply in all material respects with the requirements of all applicable laws and regulations, whether
              Federal (U.S. or Canadian), state, provincial, territorial or local, including without limitation the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation Z of the Federal Reserve Board; or

           

          (u)          that is otherwise unacceptable to Administrative Agent in its Permitted Discretion.

           

          “Eligible Canadian Customer Drafts” means, without duplication of Eligible Canadian Accounts or Eligible Canadian Extended Customer
            Drafts, Customer Drafts owned by the Canadian Borrower and reflected in the most recent Borrowing Base Certificate delivered by the Borrower Representative to the Administrative Agent, except any Customer Draft to which any of the exclusionary
            criteria set forth below applies.  Administrative Agent shall have the right to establish, modify or eliminate Reserves against Eligible Canadian Customer Drafts from time to time in its Permitted Discretion.  In addition, Administrative Agent
            reserves the right, at any time and from time to time after the Effective Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates (subject to any express limitations set forth in this
            Agreement) with respect to Eligible Canadian Customer Drafts, in its Permitted Discretion.  Eligible Canadian Customer Drafts shall not include any Customer Drafts of the Canadian Borrower:

           

          (a)         if such Customer Draft would not constitute an Eligible Canadian Account (other than under the criteria set forth in
              clause (p) of the definition of Eligible Canadian Accounts);

           

          (b)        upon which the Canadian Borrower’s right to receive payment under such Customer Draft is not absolute or is contingent
              upon the fulfillment of any condition whatsoever;

           

          (c)         to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Customer Draft, but only to the
              extent of such defense, counterclaim, setoff, dispute, or credit;

           

          (d)         if such Customer Draft remains unpaid after the earlier of (x) the date that is 90 days after the date that such
              Customer Draft is issued or (y) the date that the Customer Draft is due and payable as stated in such Customer Draft;

           

          (e)        that (i) is not owned by the Canadian Borrower, (ii) is not in the possession of the Canadian Borrower or, if requested by the Administrative Agent, the Administrative Agent, (iii) is subject to any Lien of any other Person, other than (x) Liens in favor of
              Administrative Agent, on behalf of itself, the Lenders and the other Secured Parties, securing the Secured Obligations and (y) non-consensual Permitted Encumbrances which arise as a matter of any Requirement of Law, (iv) has been indorsed to
              any other Person or (v) if requested by the Administrative Agent, does not bear a legend acceptable to the Administrative Agent which, among other things, indicates the Administrative Agent’s Lien on such Customer Draft and states that any
              transfer thereof violates the rights of the Administrative Agent;

           

          
            -29-

            
              


          

          (f)          that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar Amount of all Accounts and
              Customer Drafts owing by that Account Debtor are ineligible under the other criteria set forth in this definition or under the criteria set forth in the definition of Eligible Canadian Accounts;

           

          (g)          as to which Administrative Agent’s Lien thereon, on behalf of itself, the Lenders and the other Secured Parties, is
              not a first priority perfected Lien;

           

          (h)          as to which any of the representations or warranties in the Loan Documents are untrue in any material respect;

           

          (i)           to the extent such Customer Draft is evidenced by a judgment or Chattel Paper;

           

          (j)           to the extent such Customer Draft exceeds any credit limit established by Administrative Agent, in its Permitted
              Discretion;

           

          (k)          that is payable in any currency other than Dollars or Canadian Dollars;

           

          (l)         with respect to which the Canadian Borrower has made any agreement, including any negotiated agreement permitted by Section 6.04(j), with the Account Debtor for any reduction thereof;

           

          (m)      which does not comply in all material respects with the requirements of all applicable laws and regulations, whether
              Federal (U.S. or Canadian), state, provincial, territorial or local, including without limitation the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation Z of the Federal Reserve Board;

           

          (n)         that (i) is not eligible to be sold by the Canadian Borrower and purchased by a purchaser under a Customer Program
              which is acceptable to the Administrative Agent in its Permitted Discretion or the Administrative Agent has not received a satisfactory intercreditor agreement regarding the payment of the purchase price for the Customer Drafts being sold
              under such Customer Program, or (ii) is subject to any Draft Monetization or otherwise transferred, sold or factored by the Canadian Borrower; or

           

          
            -30-

            
              


          

          (o)          that is otherwise unacceptable to Administrative Agent in its Permitted Discretion.

           

          “Eligible Canadian Equipment” means the Equipment owned by the Canadian Borrower and meeting each of the following requirements:

           

          (a)         (i) the Canadian Borrower has good title to such Equipment and (ii) such Equipment is not subject to any Lien of any
              other Person, other than (x) Liens in favor of Administrative Agent, on behalf of itself, the Lenders and the other Secured Parties, securing the Foreign Secured Obligations and (y) non-consensual Permitted Encumbrances which arise as a
              matter of any Requirement of Law;

           

          (b)         the Canadian Borrower has the right to subject such Equipment to a Lien in favor of the Administrative Agent, on
              behalf of itself, the Lenders and the other Secured Parties;

           

          (c)          such Equipment is subject to a first priority perfected Lien in favor of the Administrative Agent, on behalf of
              itself, the Lenders and the other Secured Parties;

           

          (d)          the full purchase price for such Equipment has been paid by the Canadian Borrower;

           

          (e)        such Equipment is located in Canada on premises (i) owned by the Canadian Borrower, or (ii) leased by the Canadian
              Borrower where (x) the lessor has delivered to the Administrative Agent a Collateral Access Agreement or (y) a Reserve for rent, charges, and other amounts due or to become due with respect to such facility has been established by the
              Administrative Agent in its Permitted Discretion;

           

          (f)        such Equipment is in good working order and condition (ordinary wear and tear excepted) and is used or held for use by
              the Canadian Borrower in the ordinary course of its business;

           

          (g)          such Equipment (i) is not subject to any agreement which restricts the ability of the Canadian Borrower to use, sell,
              transport or dispose of such Equipment or which restricts the Administrative Agent’s ability to take possession of, sell or otherwise dispose of such Equipment and (ii) has not been purchased from a Sanctioned Person;

           

          (h)          such Equipment does not constitute “Fixtures” under the applicable laws of the jurisdiction in which such Equipment
              is located;

           

          (i)          such Equipment does not breach any of the representations or warranties pertaining to Equipment set forth in the Loan
              Documents in any material respect; and

           

          (j)           such Equipment is not otherwise unacceptable to Administrative Agent in its Permitted Discretion.

           

          The Administrative Agent shall have the right to establish, modify or eliminate Reserves against Eligible Canadian Equipment from time to time in its Permitted
            Discretion.  In addition, Administrative Agent reserves the right, at any time and from time to time after the Effective Date, to adjust any of the criteria set forth above, to establish new criteria and to adjust advance rates (subject to any
            express limitations set forth in this Agreement) with respect to Eligible Canadian Equipment, in its Permitted Discretion.

           

          
            -31-

            
              


          

          “Eligible Canadian Extended Customer Drafts” means, without duplication of Eligible Canadian Accounts or Eligible Canadian Customer
            Drafts, a Customer Draft owned by the Canadian Borrower and reflected in the most recent Borrowing Base Certificate delivered by the Borrower Representative to the Administrative Agent, which Customer Draft constitutes an Eligible Canadian
            Customer Draft except for the criterion set forth in clause (d)(x) of the definition of Eligible Canadian Customer Drafts; provided that in no event shall such Customer Draft constitute an Eligible Canadian Extended Customer Draft after
            the date that the Customer Draft is due and payable as stated in such Customer Draft.  Administrative Agent shall have the right to establish, modify or eliminate Reserves against Eligible Canadian Extended Customer Drafts from time to time in
            its Permitted Discretion.  In addition, Administrative Agent reserves the right, at any time and from time to time after the Effective Date, to adjust any of the criteria set forth above, to establish new criteria and to adjust advance rates
            (subject to any express limitations set forth in this Agreement) with respect to Eligible Canadian Extended Customer Drafts, in its Permitted Discretion.

           

          “Eligible Canadian Inventory” means all of the Inventory owned by the Canadian Borrower and reflected in the most recent Borrowing Base
            Certificate delivered by the Borrower Representative to Administrative Agent, except any Inventory to which any of the exclusionary criteria set forth below applies.  Administrative Agent shall have the right to establish or modify or eliminate
            Reserves against Eligible Canadian Inventory from time to time in its Permitted Discretion.  In addition, Administrative Agent reserves the right, at any time and from time to time after the Effective Date, to adjust any of the criteria set
            forth below, to establish new criteria and to adjust advance rates (subject to any express limitations set forth in this Agreement) with respect to Eligible Canadian Inventory, in its Permitted Discretion.  Eligible Canadian Inventory shall not
            include any Inventory of the Canadian Borrower that:

           

          (a)         is not owned by the Canadian Borrower free and clear of all Liens and rights of any other Person (including the rights
              of a purchaser that has made progress payments or the rights of a surety that has issued a bond to assure the Canadian Borrower’s performance with respect to that Inventory), except the Liens in favor of Administrative Agent, on behalf of
              itself, the Lenders and the other Secured Parties, and Permitted Encumbrances in favor of landlords and bailees to the extent (i) the lessor or such bailee has delivered to the Administrative Agent a Collateral Access Agreement or (ii) a
              Reserve for rent, charges and other amounts due or to become due with respect to such facility has been established by the Administrative Agent in its Permitted Discretion;

           

          
            -32-

            
              


          

          (b)        (i) is not located on premises owned, leased or rented by the Canadian Borrower and set forth on Schedule 3.05 (or such other Inventory locations owned, leased or rented by the Canadian Borrower and otherwise permitted to be maintained in compliance with the terms of the
              Security Agreements), unless Administrative Agent has given its prior consent thereto and unless either (x) a Collateral Access Agreement with respect thereto has been delivered to Administrative Agent, or (y) a Reserve for rent, charges and
              other amounts due or to become due with respect to such facility has been established by the Administrative Agent in its Permitted Discretion, or (ii) is stored with a bailee or warehouseman unless (x) a Collateral Access Agreement with
              respect thereto has been received by Administrative Agent or (y) Reserves for rent, charges and other amounts due or to become due with respect to such facility has been established by the Administrative Agent in its Permitted Discretion, or
              (iii) is located at an owned location subject to a mortgage in favor of a lender other than Administrative Agent unless a reasonably satisfactory mortgagee waiver has been delivered to Administrative Agent or Reserves reasonably satisfactory
              to Administrative Agent have been established with respect thereto, or (iv) other than with respect to three (3) locations (inclusive of any such locations designated in respect of Eligible U.S. Inventory) which Borrowers may designate in
              writing to Administrative Agent from time to time, is located at any site if the aggregate book value of Inventory at any such location is less than $100,000, or (v) is located outside of Canada, or any province or territory of Canada;

           

          (c)         is placed on consignment or is in transit, except for Inventory in transit between locations of Loan Parties in Canada
              as to which Administrative Agent’s Liens have been perfected at origin, each intermediate destination and destination;

           

          (d)         is covered by a negotiable document of title, unless such document has been delivered to Administrative Agent with all
              necessary endorsements, free and clear of all Liens other than (x) Liens in favor of the Administrative Agent, on behalf of itself, the Lenders and the other Secured Parties and (y) non-consensual Permitted Encumbrances which arise as a
              matter of any Requirement of Law;

           

          (e)          is excess, obsolete, unsalable, shopworn, seconds (excluding cores), damaged, defective or unfit for sale;

           

          (f)        consists of display items or packing or shipping materials, manufacturing supplies, work in process Inventory or
              replacement parts, or bill-and-hold or ship-in-place goods;

           

          (g)         consists of goods which have been returned by the buyer unless such returned goods consist of (i) cores or (ii) goods
              which have been restored to Inventory as first quality, saleable merchandise;

           

          (h)          is not of a type held for sale in the ordinary course of the Canadian Borrower’s business;

           

          (i)          is not subject to a first priority lien in favor of Administrative Agent on behalf of itself, the Lenders and the
              other Secured Parties;

           

          (j)           breaches any of the representations or warranties pertaining to Inventory set forth in the Loan Documents in any
              material respect;

           

          
            -33-

            
              


          

          (k)          consists of any costs associated with “freight in” charges or favorable purchase price variances;

           

          (l)           consists of Hazardous Materials or goods that can be transported or sold only with licenses that are not readily
              available;

           

          (m)         is not covered by casualty insurance reasonably acceptable to Administrative Agent;

           

          (n)       is subject to any patent or trademark license requiring the payment of royalties or fees or requiring the consent of the
              licensor for a sale thereof by Administrative Agent (where such consent has not been obtained);

           

          (o)        any Person other than the Canadian Borrower shall (i) have any direct or indirect ownership, interest or title or (ii)
              be indicated on any purchase order or invoice with respect to such Inventory as having or purporting to have an interest therein;

           

          (p)          is the subject of a consignment by such Borrower as consignor;

           

          (q)          which has been acquired from a Sanctioned Person;

           

          (r)          which is not reflected in a current perpetual inventory report of the Canadian Borrower;

           

          (s)          which is subject to reclamation rights that have been asserted by the seller; or

           

          (t)           is otherwise unacceptable to Administrative Agent in its Permitted Discretion.

           

          
            -34-

            
              


          

          “Eligible Real Property” means any Real Estate owned in fee simple by theany U.S. BorrowerLoan Party,
            provided that (a) the Administrative Agent shall have received (i) Mortgages covering such Real Estate (together with any such amendments thereto, as may be reasonably requested by the Administrative Agent, to account for any increase in
            the value of such Real Estate) together with (A) title insurance policies, current as-built surveys, zoning letters and certificates of occupancy, in each case reasonably satisfactory in form and substance to the Administrative Agent, (B)
            evidence that counterparts of the Mortgages have been recorded in all places to the extent necessary or desirable, in the judgment of the Administrative Agent, to create a valid and enforceable first priority perfected Lien (subject to
            Permitted Encumbrances) on such real estate in favor of Administrative Agent for the benefit of itself and the other Secured Parties (or in favor of such other trustee as may be required or desired under local law); and (C) if requested, an
            opinion of counsel in each state in which any such real estate is located in form and substance and from counsel reasonably satisfactory to Administrative Agent, (ii) Phase I Environmental Site Assessment Reports, consistent with American
            Society for Testing and Materials (ASTM) Standard E 1527-00 and applicable state requirements, on all of such real estate, prepared by environmental engineers reasonably satisfactory to Administrative Agent, all in form and substance reasonably
            satisfactory to Administrative Agent, in its Permitted Discretion and Administrative Agent shall have further received (A) such environmental review and audit reports, including Phase II reports, with respect to such real estate as
            Administrative Agent may reasonably request, and Administrative Agent shall be satisfied in its Permitted Discretion, with the contents of all such environmental reports, and (B) letters executed by the environmental firms preparing such
            environmental reports, in form and substance reasonably satisfactory to Administrative Agent, authorizing Administrative Agent and Lenders to rely on such reports, (iii) if such real property is located in any area that has been designated by
            the Federal Emergency Management Agency as a “Special Flood Hazard Area”, the relevant U.S. BorrowerLoan Party has purchased and maintains flood insurance thereon in amounts reasonably satisfactory to the Administrative Agent and in any event in compliance with
            applicable law, including the Flood Disaster Protection Act of 1973, as amended, (iv) appraisals of such real estate which shall be in form and substance, and prepared by appraisers, reasonably satisfactory to Administrative Agent and (v) such
            other information, documentation (including Environmental Indemnities), and certifications as may be reasonably required by the Administrative Agent, (b) no covenant, representation or warranty contained in this Agreement or the Mortgages with
            respect to such real property has been breached or is not true in all material respects (or, to extent qualified by materiality, in not true in all respects), (c) no portion of such Real Estate (the loss of which shall have, in the Permitted
            Discretion of the Administrative Agent, a material and adverse impact on the use, operation or value of thereof) is subject to any (i) loss or damage resulting from fire, vandalism, malicious mischief or any other casualty or physical harm,
            (ii) exercise of the power of condemnation or eminent domain or similar action, either temporarily or permanently, or (iii) waste, impairment, deterioration or abandonment other than as a result of ordinary wear and tear and (d) such Real
            Estate is not otherwise unacceptable to Administrative Agent in its Permitted Discretion.  “Eligible Real Property” shall not include any Real Estate that is subject to a Sale and Leaseback Transaction permitted pursuant to Section 6.06. 




            The Administrative Agent shall have the right to establish, modify or eliminate Reserves against Eligible Real Property from time to time in its Permitted Discretion.  In addition, Administrative Agent reserves the right, at any time and from
            time to time after the Effective Date, to adjust any of the criteria set forth above, to establish new criteria and to adjust advance rates (subject to any express limitations set forth in this Agreement) with respect to Eligible Real Property,
            in its Permitted Discretion.

           

          “Eligible U.S. Accounts” means, without duplication of Eligible U.S. Customer Drafts or Eligible U.S. Extended Customer Drafts, all of
            the Accounts owned by theany U.S. BorrowerLoan Party and reflected in the most recent Borrowing Base Certificate delivered by the Borrower Representative to the Administrative Agent, except any Account to
            which any of the exclusionary criteria set forth below applies.  Administrative Agent shall have the right to establish, modify or eliminate Reserves against Eligible U.S. Accounts from time to time in its Permitted Discretion.  In addition,
            Administrative Agent reserves the right, at any time and from time to time after the Effective Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates (subject to any express limitations set
            forth in this Agreement) with respect to Eligible U.S. Accounts, in its Permitted Discretion.  Eligible U.S. Accounts shall not include any Account of thea U.S. BorrowerLoan Party:

           

          
            -35-

            
              


          

          (a)          that does not arise from the sale of goods or the performance of services by thesuch U.S. BorrowerLoan Party in the
              ordinary course of its business;

           

          (b)          (i) upon which thesuch U.S. BorrowerLoan Party’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition
              whatsoever, or (ii) (x) which is owed by an Account Debtor located in any jurisdiction which requires filing of a “Notice of Business Activities Report” or other similar report in order to permit thesuch U.S. BorrowerLoan Party to seek
              judicial enforcement in such jurisdiction of payment of such Account, unless thesuch U.S. BorrowerLoan Party has filed such report or qualified to do business in such jurisdiction or (y) as to which thesuch U.S. BorrowerLoan Party is not
              otherwise able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process, or (iii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered
              pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to thesuch U.S. BorrowerLoan Party’s completion of further performance under such contract or is subject to the equitable lien of a surety
              bond issuer;

           

          (c)          to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account or to the extent that
              any credits which have been issued have not been applied to an Account Debtor’s statement or account, but only to the extent of such defense, counterclaim, setoff, dispute, or credit;

           

          (d)        that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for
              merchandise sold to or services rendered and accepted by the applicable Account Debtor, including pre-billed items;

           

          (e)        (x) with respect to which an invoice, reasonably acceptable to Administrative Agent in form and substance, has not been
              sent to the applicable Account Debtor or (y) which remains unpaid more than 60 days after the original due date therefor;

           

          (f)         that (i) is not owned by thesuch U.S. BorrowerLoan Party or (ii) is subject to any Lien of any other Person, other than (x) Liens in favor of Administrative Agent,
              on behalf of itself, the Lenders and the other Secured Parties, securing the Secured Obligations and (y) non-consensual Permitted Encumbrances which arise as a matter of any Requirement of Law;

           

          (g)          that arises from a sale to any director, officer, other employee or Affiliate of any Loan Party, or to any entity
              that has any common officer or director with any Loan Party;

           

          (h)        that is the obligation of an Account Debtor that is (i) any Governmental Authority of any country other than the U.S.
              or Canada or (ii) any Governmental Authority of the U.S. or Canada, or any department, agency, public corporation, or instrumentality thereof, unless the Financial
                Administration Act (Canada), as amended (or the equivalent law of any province or territory of Canada, if any, in the case of a Governmental Authority of such province or territory) or the Federal Assignment of Claims Act of 1940, as
              amended (31 U.S.C. § 3727 et seq. and 41 U.S.C. § 15 et seq.), as applicable, have been complied with to the Administrative Agent’s satisfaction;

           

          
            -36-

            
              


          

          (i)         that is the obligation of an Account Debtor which (i) does not maintain its chief executive office in the U.S., Canada
              or Puerto Rico or (ii) is not organized under applicable law of the U.S., any state of the U.S. or the District of Columbia, Puerto Rico, Canada, or any province or territory of Canada unless, in any such case, payment thereof is assured by a
              letter of credit assigned and delivered to Administrative Agent, reasonably satisfactory to Administrative Agent as to form, amount and issuer;

           

          (j)         to the extent thesuch U.S. BorrowerLoan Party or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor
              to thesuch
              U.S. BorrowerLoan
                  Party or any Subsidiary thereof, but only to the extent of the potential offset;

           

          (k)        that arises with respect to goods that are delivered on a bill and hold, cash on delivery basis or placed on
              consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional;

           

          (l)          that is in default or which has been written off the books of thesuch U.S. BorrowerLoan Party or otherwise
              designated as uncollectible; provided that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the
              following:

           

          (i)         the Account Debtor obligated upon such Account has (1) suspended business, (2) applied for, suffered, or consented to
              the appointment of any receiver, receiver-manager, custodian, trustee, or liquidator of its assets, (3) had possession of all or a material part of its property taken by any receiver, receiver-manager, custodian, trustee or liquidator, (4)
              admitted in writing its inability, or is generally unable to, pay its debts as they become due, or (5) become insolvent; or

           

          (ii)          a petition is filed by or against any Account Debtor obligated upon such Account under any Insolvency Laws;

           

          (m)        that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar Amount of all Accounts and
              Customer Drafts owing by that Account Debtor are ineligible under the other criteria set forth in this definition or under the criteria set forth in the definition of Eligible U.S. Customer Drafts;

           

          (n)          as to which Administrative Agent’s Lien thereon, on behalf of itself, the Lenders and the other Secured Parties, is
              not a first priority perfected Lien;

           

          
            -37-

            
              


          

          (o)          as to which any of the representations or warranties in the Loan Documents are untrue in any material respect;

           

          (p)          to the extent such Account is evidenced by a judgment, Instrument, Customer Draft or Chattel Paper;

           

          (q)          to the extent such Account exceeds any credit limit established by Administrative Agent, in its Permitted Discretion;

           

          (r)          that is payable in any currency other than Dollars or Canadian Dollars;

           

          (s)          with respect to which thesuch U.S. BorrowerLoan Party has made any agreement, including any negotiated agreement permitted by Section 6.04(j), with the Account Debtor for any reduction thereof, other than discounts and adjustments given in the ordinary course of business but only to the extent of any such reduction, or any
              Account which was partially paid and thesuch U.S. BorrowerLoan Party created a new receivable for the unpaid portion of such Account;

           

          (t)        which does not comply in all material respects with the requirements of all applicable laws and regulations, whether
              Federal (U.S. or Canadian), state, provincial, territorial or local, including without limitation the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation Z of the Federal Reserve Board; or

           

          (u)          that is otherwise unacceptable to Administrative Agent in its Permitted Discretion.

           

          “Eligible U.S. Customer Drafts” means, without duplication of Eligible U.S. Accounts or Eligible U.S. Extended Customer Drafts, Customer
            Drafts owned by theany U.S. BorrowerLoan Party and reflected in the most recent Borrowing Base Certificate delivered by the Borrower Representative to the Administrative Agent, except any Customer
            Draft to which any of the exclusionary criteria set forth below applies.  Administrative Agent shall have the right to establish, modify or eliminate Reserves against Eligible U.S. Customer Drafts from time to time in its Permitted Discretion. 
            In addition, Administrative Agent reserves the right, at any time and from time to time after the Effective Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates (subject to any express
            limitations set forth in this Agreement) with respect to Eligible U.S. Customer Drafts, in its Permitted Discretion.  Eligible U.S. Customer Drafts shall not include any Customer Drafts of theany U.S. BorrowerLoan Party:

           

          (a)         if such Customer Draft would not constitute an Eligible U.S. Account (other than under the criteria set forth in
              clause (p) of the definition of Eligible U.S. Accounts);

           

          (b)         upon which thesuch U.S. BorrowerLoan Party’s right to receive payment under such Customer Draft is not absolute or is contingent upon the fulfillment
              of any condition whatsoever;

           

          
            -38-

            
              


          

          (c)         to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Customer Draft, but only to the
              extent of such defense, counterclaim, setoff, dispute, or credit;

           

          (d)          if such Customer Draft remains unpaid after the earlier of (x) the date that is 90 days after the date that such
              Customer Draft is issued or (y) the date that the Customer Draft is due and payable as stated in such Customer Draft;

           

          (e)       that (i) is not owned by thesuch U.S. BorrowerLoan Party, (ii) is not in the possession of thesuch U.S. BorrowerLoan Party or, if requested by the Administrative Agent, the Administrative Agent, (iii) is subject to any Lien of any other Person, other than (x) Liens in favor of Administrative Agent, on behalf of
              itself, the Lenders and the other Secured Parties, securing the Secured Obligations and (y) non-consensual Permitted Encumbrances which arise as a matter of any Requirement of Law, (iv) has been indorsed to any other Person or (v) if
              requested by the Administrative Agent, does not bear a legend acceptable to the Administrative Agent which, among other things, indicates the Administrative Agent’s Lien on such Customer Draft and states that any transfer thereof violates the
              rights of the Administrative Agent;

           

          (f)          that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar Amount of all Accounts and
              Customer Drafts owing by that Account Debtor are ineligible under the other criteria set forth in this definition or under the criteria set forth in the definition of Eligible U.S. Accounts;

           

          (g)          as to which Administrative Agent’s Lien thereon, on behalf of itself, the Lenders and the other Secured Parties, is
              not a first priority perfected Lien;

           

          (h)          as to which any of the representations or warranties in the Loan Documents are untrue in any material respect;

           

          (i)           to the extent such Customer Draft is evidenced by a judgment or Chattel Paper;

           

          (j)           to the extent such Customer Draft exceeds any credit limit established by Administrative Agent, in its Permitted
              Discretion;

           

          (k)          that is payable in any currency other than Dollars;

           

          (l)          with respect to which thesuch U.S. BorrowerLoan Party has made any agreement, including any negotiated agreement permitted by Section 6.04(j), with the Account Debtor for any reduction thereof;

           

          (m)       which does not comply in all material respects with the requirements of all applicable laws and regulations, whether
              Federal (U.S. or Canadian), state, provincial, territorial or local, including without limitation the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation Z of the Federal Reserve Board;

           

          
            -39-

            
              


          

          (n)        that (i) is not eligible to be sold by thesuch U.S. BorrowerLoan Party and purchased by a purchaser under a Customer
              Program which is acceptable to the Administrative Agent in its Permitted Discretion or the Administrative Agent has not received a satisfactory intercreditor agreement regarding the payment of the purchase price for the Customer Drafts being
              sold under such Customer Program, or (ii) is subject to any Draft Monetization or otherwise transferred, sold or factored by thesuch U.S. BorrowerLoan Party; or

           

          (o)          that is otherwise unacceptable to Administrative Agent in its Permitted Discretion.

           

          “Eligible U.S. Equipment” means the Equipment owned by theany U.S. BorrowerLoan Party
            and meeting each of the following requirements:

           

          (a)          (i) thesuch U.S. BorrowerLoan Party has good title to such Equipment and (ii) such Equipment is not subject to any Lien of any other Person,
              other than (x) Liens in favor of Administrative Agent, on behalf of itself, the Lenders and the other Secured Parties, securing the Secured Obligations and (y) non-consensual Permitted Encumbrances which arise as a matter of any Requirement
              of Law;

           

          (b)          thesuch U.S. BorrowerLoan Party has the right to subject such Equipment to a Lien in favor of the Administrative Agent, on behalf of
              itself, the Lenders and the other Secured Parties;

           

          (c)          such Equipment is subject to a first priority perfected Lien in favor of the Administrative Agent, on behalf of
              itself, the Lenders and the other Secured Parties;

           

          (d)          the full purchase price for such Equipment has been paid by thesuch U.S. BorrowerLoan Party;

           

          (e)         such Equipment is located in the U.S. on premises (i) owned by thesuch U.S. BorrowerLoan Party, or (ii)
              leased by thesuch
              U.S. BorrowerLoan
                  Party where (x) the lessor has delivered to the Administrative Agent a Collateral Access Agreement or (y) a Reserve for rent, charges, and other amounts due or to become due with respect to such facility has been established by
              the Administrative Agent in its Permitted Discretion;

           

          (f)          such Equipment is in good working order and condition (ordinary wear and tear excepted) and is used or held for use
              by thesuch
              U.S. BorrowerLoan
                  Party in the ordinary course of business;

           

          (g)         such Equipment (i) is not subject to any agreement which restricts the ability of thesuch U.S. BorrowerLoan Party to use, sell,
              transport or dispose of such Equipment or which restricts the Administrative Agent’s ability to take possession of, sell or otherwise dispose of such Equipment and (ii) has not been purchased from a Sanctioned Person;

           

          
            -40-

            
              


          

          (h)          such Equipment does not constitute “Fixtures” under the applicable laws of the jurisdiction in which such Equipment
              is located;

           

          (i)          such Equipment does not breach any of the representations or warranties pertaining to Equipment set forth in the Loan
              Documents in any material respect; and

           

          (j)           such Equipment is not otherwise unacceptable to Administrative Agent in its Permitted Discretion.

           

          The Administrative Agent shall have the right to establish, modify or eliminate Reserves against Eligible U.S. Equipment from time to time in
            its Permitted Discretion.  In addition, Administrative Agent reserves the right, at any time and from time to time after the Effective Date, to adjust any of the criteria set forth above, to establish new criteria and to adjust advance rates
            (subject to any express limitations set forth in this Agreement) with respect to Eligible U.S. Equipment, in its Permitted Discretion.

           

          “Eligible U.S. Extended Customer Drafts” means, without duplication of Eligible U.S. Accounts or Eligible U.S. Customer Drafts, a
            Customer Draft owned by theany U.S. BorrowerLoan Party and reflected in the most recent Borrowing Base Certificate delivered by the Borrower Representative to the Administrative Agent, which Customer Draft
            constitutes an Eligible U.S. Customer Draft except for the criterion set forth in clause (d)(x) of the definition of Eligible U.S. Customer Drafts; provided that in no event shall such Customer Draft constitute an Eligible U.S. Extended
            Customer Draft after the date that the Customer Draft is due and payable as stated in such Customer Draft.  Administrative Agent shall have the right to establish, modify or eliminate Reserves against Eligible U.S. Extended Customer Drafts from
            time to time in its Permitted Discretion.  In addition, Administrative Agent reserves the right, at any time and from time to time after the Effective Date, to adjust any of the criteria set forth above, to establish new criteria and to adjust
            advance rates (subject to any express limitations set forth in this Agreement) with respect to Eligible U.S. Extended Customer Drafts, in its Permitted Discretion.

           

           “Eligible U.S. Inventory” means all of the Inventory owned by theany U.S. BorrowerLoan Party
            and reflected in the most recent Borrowing Base Certificate delivered by the Borrower Representative to Administrative Agent, except any Inventory to which any of the exclusionary criteria set forth below applies.  Administrative Agent shall
            have the right to establish or modify or eliminate Reserves against Eligible U.S. Inventory from time to time in its Permitted Discretion.  In addition, Administrative Agent reserves the right, at any time and from time to time after the
            Effective Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates (subject to any express limitations set forth in this Agreement) with respect to Eligible U.S. Inventory, in its Permitted
            Discretion.  Eligible U.S. Inventory shall not include any Inventory of theany U.S. BorrowerLoan Party that:

           

          
            -41-

            
              


          

          (a)          is not owned by thesuch U.S. BorrowerLoan Party free and clear of all Liens and rights of any other Person (including the rights of a purchaser that has
              made progress payments and the rights of a surety that has issued a bond to assure thesuch U.S. BorrowerLoan Party’s performance with respect to that Inventory), except the Liens in favor of Administrative Agent, on
              behalf of itself, the Lenders and the other Secured Parties, and Permitted Encumbrances in favor of landlords and bailees to the extent (i) the lessor or such bailee has delivered to the Administrative Agent a Collateral Access Agreement or
              (ii) a Reserve for rent, charges and other amounts due or to become due with respect to such facility has been established by the Administrative Agent in its Permitted Discretion;

           

          (b)         (i) is not located on premises owned, leased or rented by thesuch U.S. BorrowerLoan Party and set forth on Schedule 3.05 (or such other Inventory locations owned, leased or rented by thesuch U.S. BorrowerLoan Party and otherwise permitted to be maintained in compliance with the terms of the Security Agreements), or (ii)
              is stored at a leased location, unless Administrative Agent has given its prior consent thereto and unless either (x) a Collateral Access Agreement with respect thereto has been delivered to Administrative Agent, or (y) a Reserve for rent,
              charges and other amounts due or to become due with respect to such facility has been established by the Administrative Agent in its Permitted Discretion, or (ii) is stored with a bailee or warehouseman unless (x) a Collateral Access
              Agreement with respect thereto has been received by Administrative Agent or (y) Reserves for rent, charges and other amounts due or to become due with respect to such facility has been established by the Administrative Agent in its Permitted
              Discretion, or (iii) is located at an owned location subject to a mortgage in favor of a lender other than Administrative Agent unless a reasonably satisfactory mortgagee waiver has been delivered to Administrative Agent or Reserves
              reasonably satisfactory to Administrative Agent have been established with respect thereto, or (iv) other than with respect to three (3) locations (inclusive of any such locations designated in respect of Eligible Canadian Inventory) which
              Borrowers may designate in writing to Administrative Agent from time to time, is located at any site if the aggregate book value of Inventory at any such location is less than $100,000, or (v) is located outside of the U.S., any state of the
              U.S. or the District of Columbia;

           

          (c)         is placed on consignment or is in transit, except for Inventory in transit between locations of Loan Parties in the
              U.S. as to which Administrative Agent’s Liens have been perfected at origin, each intermediate destination and destination;

           

          (d)         is covered by a negotiable document of title, unless such document has been delivered to Administrative Agent with all
              necessary endorsements, free and clear of all Liens other than (x) Liens in favor of Administrative Agent, on behalf of itself, the Lenders and the other Secured Parties, securing the Secured Obligations and (y) non-consensual Permitted
              Encumbrances which arise as a matter of any Requirement of Law;

           

          (e)          is excess, obsolete, unsalable, shopworn, seconds (excluding cores), damaged, defective or unfit for sale;

           

          
            -42-

            
              


          

          (f)        consists of display items or packing or shipping materials, manufacturing supplies, work in process Inventory or
              replacement parts, or bill-and-hold or ship-in-place goods;

           

          (g)         consists of goods which have been returned by the buyer unless such returned goods consist of (i) cores or (ii) goods
              which have been restored to Inventory as first quality, saleable merchandise;

           

          (h)          is not of a type held for sale in the ordinary course of thesuch U.S. BorrowerLoan Party’s business;

           

          (i)          is not subject to a first priority lien in favor of Administrative Agent on behalf of itself, the Lenders and the
              other Secured Parties;

           

          (j)           breaches any of the representations or warranties pertaining to Inventory set forth in the Loan Documents in any
              material respect;

           

          (k)          consists of any costs associated with “freight in” charges or favorable purchase price variances;

           

          (l)           consists of Hazardous Materials or goods that can be transported or sold only with licenses that are not readily
              available;

           

          (m)         is not covered by casualty insurance reasonably acceptable to Administrative Agent;

           

          (n)       is subject to any patent or trademark license requiring the payment of royalties or fees or requiring the consent of the
              licensor for a sale thereof by Administrative Agent (where such consent has not been obtained);

           

          (o)          any Person other than thesuch U.S. BorrowerLoan Party shall (i) have any direct or indirect ownership, interest or title or (ii) be indicated on any purchase
              order or invoice with respect to such Inventory as having or purporting to have an interest therein;

           

          (p)          is the subject of a consignment by such Borrower as consignor;

           

          (q)          which has been acquired from a Sanctioned Person;

           

          (r)          which is not reflected in a current perpetual inventory report of thesuch U.S. BorrowerLoan Party;

           

          (s)          which is subject to reclamation rights that have been asserted by the seller; or

           

          (t)           is otherwise unacceptable to Administrative Agent in its Permitted Discretion.

           

          
            -43-

            
              


          

          “Environmental Indemnity” shall mean each environmental indemnity made by each Loan Party with respect to Eligible Real Property, in each
            case in form and substance reasonably satisfactory to the Administrative Agent.

           

          “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 to the extent related to exposure to Hazardous Materials.

           

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

           

          “Environmental Permits” means all permits, licenses, authorizations, certificates, approvals or registrations required by any
            Governmental Authority under any Environmental Laws.

           

          “Equipment” has the meaning assigned to such term in the U.S. Security Agreement, the Canadian Security Agreement or such other Security
            Agreement as the context may require.

           

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

           

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

           

          “ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with a Loan Party, 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.

           

          
            -44-

            
              


          

          “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 thirty (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 Loan Party or any ERISA Affiliate of any liability under Title
            IV of ERISA with respect to the termination or partial termination of any Plan; (e) the receipt by any Loan Party 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 Loan Party or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal of any Loan Party or any ERISA Affiliate from any Plan or
            Multiemployer Plan; or (g) the receipt by any Loan Party or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Loan Party or any ERISA Affiliate of any notice, concerning the imposition upon any Loan Party or
            any ERISA Affiliate of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

           

          “ESOP” means a Plan that is intended to satisfy the requirements of Section 4975(e)(7) of the Code.

           

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

           

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

           

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

           

          “Excluded Subsidiary” means (a) a CFC, (b) a CFC Holdco, (c) an Immaterial Subsidiary, (d) unless and until an Event of Default has
            occurred and the Administrative Agent has elected to require, by written notice to the Borrower Representative, that any such Person become a Foreign Guarantor hereunder, a Material Foreign Subsidiary (other than, for the avoidance of any
            doubt, the Canadian Borrower), and (e) a subsidiary of any of the foregoing.

           

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

           

          
            -45-

            
              


          

          “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 (including backup withholding) 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); (d) any withholding Taxes imposed under FATCA; (e) Taxes payable by a
            Lender who does not deal at arm’s length with the Canadian Borrower (within the meaning of the ITA) at the time of the payment; and (f) Taxes payable by a Lender who is a specified non-resident shareholder (as defined in subsection 18(5) of the
            ITA) of the Canadian Borrower, or is a Person not dealing at arm’s length with a “specified shareholder” of the Canadian Borrower, for purposes of the ITA.

           

          “Existing Letters of Credit” means each of the letters of credit described on Schedule 1.01.

           

          “Existing Stockholder Group” means Arthur S.  Sills, Lawrence I. Sills, Peter J. Sills, Eric P. Sills the Sills Family Foundation,
            Marilyn F. Cragin, Arthur D. Davis, Susan F. Davis and any Fife family trust or the various other family trusts for which any of the foregoing are trustees.

           

          “Facility” means each of the U.S. Facility and the Canadian Subfacility.

           

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

           

          “Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by
            depositary institutions (as determined in such manner as the NYFRB shall set forth on its public 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.

           

          
            -46-

            
              


          

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

           

          “Financial Covenant Period” means:

           

          (a)         at any time the U.S. Fixed Asset Component or the Canadian Fixed Asset Component shall contribute to the calculation
              of the Aggregate Borrowing Base, the period (i) commencing on the date Availability shall have been less than the Applicable Trigger Amount (Level III) and (ii) ending on the date that Availability shall have been greater than or equal to the
              Applicable Trigger Amount (Level III) for a period of ninety (90) consecutive days, and

           

          (b)         at any other time, the period (i) commencing on the date Availability shall have been less than the Applicable Trigger
              Amount (Level II) and (ii) ending on the date that Availability shall have been greater than or equal to the Applicable Trigger Amount (Level II) for a period of ninety (90) consecutive days.

           

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

           

          “Finished Goods NOLV Rate” means the rate set forth as the Net Orderly Liquidation Value of, as applicable, Eligible Canadian Inventory
            or Eligible U.S. Inventory consisting of finished goods.

           

          “First Amendment” shall mean the First Amendment to Credit Agreement, dated as of December
                10, 2018, to this Agreement by and among the Borrowers, the Administrative Agent and the Lenders party thereto.

           

          “First Amendment Effective Date” means December 10, 2018.

           

          “Fiscal Month” means any of the monthly accounting periods of Borrowers.

           

          “Fiscal Quarter” means any of the quarterly accounting periods of Borrowers, ending on or about the last day of March, June, September
            and December of each year.

           

          “Fiscal Year” means any of the annual accounting periods of Borrowers ending on or about December 31 of each year.

           

          “Fixed Asset Amortization” means, with respect with any Real Estate or any Equipment of the Borrowers included in the determination of
            the U.S. Fixed Asset Component or the Canadian Fixed Asset Component, an aggregate amount not less than zero but otherwise equal to (a) 1/10th of the original value of such Real Estate and/or Equipment included in the determination of the U.S.
            Fixed Asset Component and/or the Canadian Fixed Asset Component, as applicable, based on the most recent field exam and appraisal of such Real Estate or Equipment multiplied by (b) the number of years (i.e.,
            consecutive twelve-month periods) elapsed since the last field exam and appraisal of such Real Estate or Equipment received by the Administrative Agent, in form and substance acceptable to the Administrative Agent and performed by an appraiser
            acceptable to the Administrative Agent.  It is understood and agreed that, for the avoidance of any doubt, upon receipt of a satisfactory field exam and appraisal setting forth, as applicable, the Value or Net Orderly Liquidation Value, with
            respect to any Real Estate or any Equipment in accordance with the requirements of this Agreement, any prior Fixed Asset Amortization attributable to such Real Estate or such Equipment that is the subject of such appraisal shall be reset to
            zero (-0-) and be calculated, for any subsequent periods, in accordance with the formula set forth in the first sentence of this definition.

           

          
            -47-

            
              


          

          “Fixed Charge Coverage Ratio” means, with respect to any Person for any fiscal period, the ratio of EBITDA to Fixed Charges.

           

          “Fixed Charges” means with respect to any Person for any fiscal period (a) the aggregate of all Interest Expense paid or accrued during
            such period, plus (b) scheduled payments of principal with respect to Indebtedness during such period, plus (c) Capital Expenditures during such period, plus (d) dividends paid during such period, plus (e) net
            cash taxes paid against tax refunds received during such period, plus (f) amounts paid in accordance with Section 6.08(a)(v), Section 6.08(a)(vi) and Section 6.08(a)(vii) during such period, plus (g) cash
            settlement amounts paid during such period in excess of $5,000,000 associated with the discontinued operations of Borrowers’ EIS Brake division and Industrial and Automotive Associates, Inc.

           

          “Fixtures” has the meaning assigned to such term, as applicable and as the context may require, in the U.S. Security Agreement, the
            Canadian Security Agreement or such other 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 Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the Adjusted Term SOFR Rate or the Adjusted Daily Simple SOFR, as applicable.  For the avoidance of doubt, the
              initial Floor for each of the Adjusted Term SOFR Rate or the Adjusted Daily Simple SOFR shall be 0.00%.

           

          “Foreign Guaranteed Obligations” has the meaning assigned to such term in Section 10.01(b).

           

          “Foreign Guarantor” means each Foreign Subsidiary of a Borrower that is listed on the signature pages hereto as a Guarantor or that
            becomes a party hereto as a Guarantor pursuant to Section 5.14 and, shall include, solely for purposes of the Guarantee of the Foreign Guaranteed Obligations, the Canadian Borrower.

           

          “Foreign Guaranty” means the Guarantee of the Foreign Guaranteed Obligations pursuant to Article X of this Agreement.

           

          
            -48-

            
              


          

          “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 Loan Party” means any Loan Party that is not a U.S. Loan Party.

           

          “Foreign Obligations” means all Obligations of the Canadian Borrower and the other Foreign Loan Parties, and shall include, without
            limitation, all unpaid principal of and accrued and unpaid interest on the Loans of the Canadian Borrower, all guaranty obligations of the Foreign Loan Parties to the Lenders or to any Lender, the Administrative Agent or any other Secured Party
            in connection with Loans made and other obligations owing by the Canadian Borrower, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations, liabilities 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) of the Canadian Borrower, Foreign Loan Parties and their Foreign Subsidiaries
            to the Lenders or to any Lender, the Administrative Agent 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 in each case under this Agreement or any of the other Loan Documents or in respect of any of the Loans made to
            the Canadian Borrower or reimbursement or other obligations incurred or other instruments at any time evidencing any thereof by the Canadian Borrower.

           

          “Foreign Secured Obligations” means all Foreign Obligations, together with all (i) Banking Services Obligations of the Canadian Borrower
            and each other Foreign Subsidiary and (ii) Swap Agreement Obligations of the Canadian Borrower and each other Foreign Subsidiary owing to any Lender or its Affiliates; provided that Excluded Swap Obligations with respect to any Loan
            Party shall not be Foreign Secured Obligations of such Loan Party.

           

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

           

          “Funded Debt” means, with respect to any Person, without duplication, all Indebtedness for borrowed money evidenced by notes, bonds,
            debentures, loan agreements or similar evidences of Indebtedness that by its terms matures more than one year from, or is directly or indirectly renewable or extendible at such Person’s option under a revolving credit or similar agreement
            obligating the lender or lenders to extend credit over a period of more than one year from the date of creation thereof, and specifically including Capital Lease Obligations and Indebtedness under any Specified Debt Transaction, current
            maturities of long term debt, revolving credit and short term debt extendible beyond one year at the option of the debtor, and also including, in the case of Borrowers, the Obligations and, without duplication, Guarantees of Funded Debt of
            other Persons.

           

          “Funding Accounts” means the deposit account(s) of the Borrowers to which the Administrative Agent and the Lenders are authorized by the
            Borrowers (or by the Borrower Representative on their behalf) to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement.

           

          
            -49-

            
              


          

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

           

          “Governmental Authority” means the government of the U.S., Canada, any other nation or any political subdivision thereof, whether
            provincial, territorial, 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 (including any supra-national body exercising such powers or functions, such as the European Union or the European Central Bank).

           

          “Guarantee” means as to any Person, any obligation, contingent or otherwise, of such Person guaranteeing, providing comfort or otherwise
            supporting any Indebtedness, lease, dividend, or other obligation (“primary obligation”) of any other Person (the “primary obligor”) in any manner, including any obligation or arrangement of such Person to (a) purchase or
            repurchase any such primary obligation, (b) advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net
            worth or solvency or any balance sheet condition of the primary obligor, (c) purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make
            payment of such primary obligation, (d) protect the beneficiary of such arrangement from loss (other than product warranties given in the ordinary course of business) or (e) indemnify the owner of such primary obligation against loss in respect
            thereof.  The amount of any Guarantee at any time shall be deemed to be an amount equal to the lesser at such time of (x) the stated or determinable amount of the primary obligation in respect of which such Guarantee is incurred and (y) the
            maximum amount for which such Person may be liable pursuant to the terms of the instrument embodying such Guarantee, or, if not stated or determinable, the maximum reasonably anticipated liability (assuming full performance) in respect thereof.

           

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

           

          “Guarantors” means all U.S. Guarantors and Foreign Guarantors.

           

          “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.

           

          
            -50-

            
              


          

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

           

          “Immaterial Subsidiary” means any Subsidiary of a Loan Party both (a) owning assets having a book value of less than 3.0% of Consolidated
            Total Assets and (b) having EBITDA (calculated solely for such Subsidiary) constituting less than 3.0% of EBITDA of the Company and its Subsidiaries; provided that (x) the aggregate book value of the assets of all Immaterial
            Subsidiaries at any time shall not exceed 5.0% of Consolidated Total Assets and (y) the aggregate amount of EBITDA (calculated solely for such Immaterial Subsidiaries) at any time shall not exceed 5.0% of EBITDA of the Company and its
            Subsidiaries.

           

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

           

          “Increased Reporting Period” means any period (a) commencing on the date when (i) Availability is less than the Applicable Trigger Amount
            (Level IIIII) or (ii) an Event of Default has occurred and (b) ending on the date when (i)
            Availability shall have been equal to or greater than the Applicable Trigger Amount (Level IIIII)
            and (ii) all Events of Default cease to exist (or are waived in accordance with the terms of this Agreement), in each case, for a period of sixty (60) consecutive days.

           

          “Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of
            such Person evidenced by bonds, debentures, loan agreements, 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, letters of guaranty and other similar instruments, (k) obligations under any liquidated
            earn-out, (l) any other Off-Balance Sheet Liability, (m) Swap Agreement Obligations, and (n) all obligations, contingent or otherwise, of such Person in respect of Disqualified Stock; provided that neither (x) trade accounts payable in
            the ordinary course of business nor (y) obligations in the form of customer deposits held in respect of used core components of remanufactured products which are returned by customers for use in future remanufacturing activities in the ordinary
            course of business nor (z) Guarantees of any obligation under a customary operating lease of the U.S. Borrower or any of its Subsidiaries shall constitute Indebtedness. 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.

           

          
            -51-

            
              


          

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

           

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

           

          “Insolvency Laws” means each of the Bankruptcy Code, the BIA, the CCAA, the Winding-Up and Restructuring Act (Canada), in each case as
            amended, and any other applicable state, provincial, territorial or federal bankruptcy laws, each as now and hereafter in effect, any successors to such statutes and any other applicable insolvency or other similar law of any jurisdiction,
            including any corporate law of any jurisdiction permitting a debtor to obtain a stay or a compromise of the claims of its creditors against it and including any rules and regulations pursuant thereto.

           

          “Instrument” has the meaning assigned to such term, as applicable and as the context may require, in the U.S. Security Agreement, the
            Canadian Security Agreement or such other Security Agreement.

           

          “Interest Charges” has the meaning assigned to such term in Section 9.18.

           

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





              2.08.

           

          “Interest Expense” means, with respect to any Person for any fiscal period, (a) interest expense (whether cash or non-cash) of such
            Person determined in accordance with GAAP for the relevant period ended on such date, minus (b) interest income of such Person actually received in cash for such period.

           

          “Interest Payment Date” means (a) with respect to any ABR Loan or Canadian Prime Rate Loan, the first Business Day of each calendar month
            and the Maturity Date, and (b) with respect to any EurodollarTerm Benchmark Loan or CDOR 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 EurodollarTerm Benchmark Borrowing or CDOR 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.

           

          
            -52-

            
              


          

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

           

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

           

          “Inventory” has the meaning assigned to such term, as applicable and as the context may require, in the U.S. Security Agreement, the
            Canadian Security Agreement or such other Security Agreement.

           

          “IRS” means the United States Internal Revenue Service.

           

          “ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International
            Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

           

          “Issuing Bank” means, individually and collectively, each of (a) Chase, in its capacity as the issuer of Letters of Credit hereunder and,
            to the extent Chase is no longer the Administrative Agent hereunder, any successor Administrative Agent, (b) HSBC Bank USA, National Association and (c) any other Lender from time to time designated by the Borrower as an Issuing Bank, with the
            consent of such Lender, in which case the term “Issuing Bank” shall mean Chase, HSBC Bank USA, National Association and each such other Lender, individually or collectively as the context shall require and their respective successors in such
            capacity as provided in Section 2.06(i).  The 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.

           

          
            -53-

            
              


          

          “Issuing Bank Sublimits” means, with respect to any Issuing Bank, an amount equal to (a) with respect to commercial Letters of Credit and
            standby Letters of Credit issued by the Issuing Banks as of the Effective Date, the respective amounts set forth on the Commitment Schedule, and (b) with respect to commercial Letters of Credit and standby Letters of Credit issued by
            any other Issuing  Bank, the amount agreed to by the Issuing Bank and the Borrower Representative upon notice to the Administrative Agent, in each case, as such amount may be increased for an Issuing Bank as agreed to by such Issuing Bank and
            the Borrower Representative upon notice to the Administrative Agent.

           

          “ITA” means the Income Tax Act (Canada), as amended.

           

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

           

          “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 Aggregate LC Exposure at such time.  The LC Exposure of any Lender at any time shall be its
            Applicable Percentage of the Aggregate LC Exposure at such time.

           

          “Lenders” means the Persons listed on the Commitment Schedule and any other Person that shall have become a Lender hereunder
            pursuant to 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
            Issuing Bank.

           

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

           

          “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.

           

          
            -54-

            
              


          

          “LIBO Rate” means, with respect to any Eurodollar Borrowing for
                any applicable Interest Period or for any ABR Borrowing, the LIBO Screen Rate at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period; provided that, if the LIBO Screen Rate shall
                not be available at such time for such Interest Period (an “Impacted Interest Period”), then the LIBO Rate shall be the Interpolated Rate, 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).  Notwithstanding the above, to the extent that “LIBO Rate” or “Adjusted LIBO Rate” is used
                in connection with an ABR Borrowing, such rate shall be determined as modified by the definition of Alternate Base Rate.

           

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

           

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

           

          “Loan Documents” means, collectively, this Agreement, any promissory notes issued pursuant to this Agreement, any Letter of Credit
            applications, the Collateral Documents, the Loan Guaranty, 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 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.

           

          “Loan Guaranty” means the U.S. Guaranty and the Foreign Guaranty.

           

          
            -55-

            
              


          

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

           

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

           

          “Material Adverse Effect” means an effect that results in or causes, or could reasonably be expected to result in or cause, a material
            adverse change in any of (a) the condition (financial or otherwise), business, operations or assets of the Loan Parties and their Subsidiaries taken as a whole; (b) the ability of any Loan Party, any Subsidiary of any Loan Party or any other
            Person (other than Administrative Agent or Lenders) to perform its obligations under any Loan Document to which it is it a party; or (c) the validity or enforceability of any Loan Document or the rights and remedies of Administrative Agent and
            Lenders under any Loan Document.

           

          “Material Domestic Subsidiary” means any Material Subsidiary which is a Domestic Subsidiary.

           

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

           

          “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 $10,000,000.  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 any Subsidiary which is not an Immaterial Subsidiary.

           

          “Maturity Date” means December 10, 2023, or any earlier date on which the Commitments are reduced to zero or otherwise terminated
            pursuant to the terms hereof.

           

          “Maximum Credit Amount” means the lesser of (a) the Aggregate Commitments and (b) the Aggregate Borrowing Base.

           

          “Maximum Rate” has the meaning assigned to such term in Section 9.18.

           

          “MIRE Event” shall mean if there are any property subject to a Mortgage at such time, any increase, extension or renewal of any of the
            Commitments of Loans (including 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, renewal or extension of Letters of Credit).

           

          
            -56-

            
              


          

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

           

          “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.

           

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

           

          “Net Orderly Liquidation Value” means, with respect to Inventory or Equipment of any Person, the orderly liquidation value thereof
            (expressed as a percentage) based on the most recent appraisal of such Inventory or Equipment, as determined in a manner acceptable to the Administrative Agent (including as to separate categories of Inventory or Equipment, as required by the
            Administrative Agent) by an appraiser acceptable to the Administrative Agent, net of all costs of liquidation thereof.

           

          “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).

           

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

           

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

           

          
            -57-

            
              


          

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

           

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

           

          “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, liabilities 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) 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. For greater certainty, the Foreign
            Obligations and the U.S. Obligations form part of the Obligations.

           

          “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).

           

          “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).

           

          
            -58-

            
              


          

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

           

          “Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar Borrowingseurodollar transactions 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 its public websitethe
                NYFRB’s Website from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.

           

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

           

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

           

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

           

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

           

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

           

          “Payment Conditions” means, at any applicable time of determination with respect to a specified transaction, event, or payment, that (a)
            no Event of Default then exists or would arise as a result of the entering into of such transaction, the occurrence of such event, or the making of such payment, and (b) (i) immediately prior to such transaction, the occurrence of such event,
            or such payment and (ii) on a Pro Forma Basis and, with respect to the calculation of Availability, after giving effect to such transaction, the occurrence of such event, or payment and any incurrence or repayment of Indebtedness in connection
            therewith, either clause (A) or (B) below is satisfied:

           

          (A)         Availability is greater than the Applicable Trigger Amount (Level IV); or

           

          (B)         (I) Availability is greater than the Applicable Trigger Amount (Level II), and (II) the Fixed
              Charge Coverage Ratio for the most recently ended four Fiscal Quarter period for which financial statements have been, or have been required to be, delivered to the Administrative Agent pursuant to Section 5.01(a) or (b) is at least 1.15 to 1.0;

           

          provided that, in each case, the Borrower Representative shall have delivered
              to the Administrative Agent an updated Borrowing Base Certificate, a reasonably detailed calculation of such Availability with respect thereto, and, if applicable, the Fixed Charge Coverage Ratio.

           

          
            -59-

            
              


          

          “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 a Loan Party or a Subsidiary of a Loan Party in a transaction that satisfies each of the
            following requirements:

           

          (a)         with respect to any proposed Permitted Acquisition involving a purchase price consideration (including, without
              limitation, the amount of net indebtedness assumed, purchase price adjustments and monetary obligations of the type specified in Section 6.01(p)) in excess of
              $5,000,000, Administrative Agent shall have received at least fifteen (15) Business Days’ prior written notice of such proposed Permitted Acquisition, which notice shall include a reasonably detailed description of such proposed Permitted
              Acquisition;

           

          (b)         such proposed Permitted Acquisition shall only involve assets comprising a business, or those assets of a business,
              of, or similar to, the types engaged in by Borrowers as of the Effective Date, and which business would not subject Administrative Agent or any Lender to regulatory or third party approvals in connection with the exercise of its rights and
              remedies under this Agreement or any other Loan Documents other than approvals applicable to the exercise of such rights and remedies with respect to Borrowers prior to such Permitted Acquisition;

           

          (c)         such proposed Permitted Acquisition shall be consensual and shall have been approved by the Target’s board of
              directors (or other similar body) and/or the stockholders or other equityholders of the Target;

           

          (d)         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 in all material respects (except that any representation or warranty which by its terms is made as of a specified date shall be true and correct
              in all material respects only as of such specified date, and any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects) and no Event of Default exists, will exist, or
              would result therefrom;

           

          (e)       concurrently with delivery of the notice referred to in clause (a) above, with respect to any proposed Permitted
              Acquisition involving a purchase price consideration (including, without limitation, the amount of net indebtedness assumed, purchase price adjustments and monetary obligations of the type specified in Section 6.01(p)) in excess of $15,000,000, the Borrower Representative shall have delivered to Administrative Agent, in form and substance reasonably satisfactory to Administrative Agent:

           

          (i)           a pro forma consolidated balance sheet, income statement and cash flow statement of Borrowers and
              their respective Subsidiaries (the “Acquisition Pro Forma”), based on recent financial statements, which shall be complete and shall fairly present in all material
              respects the assets, liabilities, financial condition and results of operations of Borrowers and their respective Subsidiaries in accordance with GAAP consistently applied, but taking into account such Permitted Acquisition and the funding of
              all Loans in connection therewith;

           

          
            -60-

            
              


          

          (ii)         updated versions of the most recently delivered projected financial statements (in form and
              substance reasonably satisfactory to the Administrative Agent) covering the 1-year period commencing on the date of such Permitted Acquisition (the “Acquisition Projections”)




              and based upon historical financial data of a recent date reasonably satisfactory to Administrative Agent, taking into account such Permitted Acquisition; and

           

          (iii)        a certificate of a Financial Officer of each Borrower (A) certifying that (w) each Borrower (after
              taking into consideration all rights of contribution and indemnity such Borrower has against each other Subsidiary of each Borrower) will be Solvent upon the consummation of the Permitted Acquisition; (x) the Acquisition Pro Forma fairly
              presents the financial condition of Borrowers (on a consolidated basis) as of the date thereof after giving effect to the Permitted Acquisition; (y) the Acquisition Projections are reasonable estimates of the future financial performance of
              Borrowers subsequent to the date thereof based upon the historical performance of Borrowers and the Target and show that Borrowers shall continue to be in compliance with the Fixed Charge Coverage Ratio for the three (3) year period
              thereafter (assuming a Financial Covenant Period is in effect for the entire duration of such period); and (z) Borrowers have completed their due diligence investigation with respect to the Target and such Permitted Acquisition, which
              investigation was conducted in a manner similar to that which would have been conducted by a prudent purchaser of a comparable business and the results of which investigation were delivered to Administrative Agent and Lenders and (B) setting
              forth pro forma calculations demonstrating compliance with each of the applicable requirements set forth in clauses (g) – (i) below (in form and substance reasonably satisfactory to the Administrative Agent);

           

          (f)          Administrative Agent shall have received copies of the acquisition agreement and all other material documents
              relating thereto in final draft form a reasonable time prior to the date of such Permitted Acquisition and final executed copies delivered within ten (10) days following the date of such proposed Permitted Acquisition;

           

          (g)        with respect to any proposed Permitted Acquisition involving a purchase price consideration (including, without
              limitation, the amount of net indebtedness assumed, purchase price adjustments and monetary obligations of the type specified in Section 6.01(p)) less than or equal to
              $25,000,000, Availability (on a pro forma basis after giving effect to such Permitted Acquisition (including all Loans and other extensions of credit made in connection therewith)) (x) for a period of thirty (30) consecutive days immediately
              prior to such Permitted Acquisition and (y) on a projected basis for a period of thirty (30) consecutive days after giving effect thereto, shall be greater than or equal to the Applicable Trigger Amount (Level I);

           

          
            -61-

            
              


          

          (h)        with respect to any proposed Permitted Acquisition involving a purchase price consideration (including, without
              limitation, the amount of net indebtedness assumed, purchase price adjustments and monetary obligations of the type specified in Section 6.01(p)) greater than
              $25,000,000 but less than or equal to $50,000,000, Availability (on a pro forma basis after giving effect to such Permitted Acquisition (including all Loans and other extensions of credit made in connection therewith)) (x) for a period of
              thirty (30) consecutive days immediately prior to such Permitted Acquisition and (y) on a projected basis for a period of thirty (30) consecutive days after giving effect thereto, shall be greater than or equal to the Applicable Trigger
              Amount (Level IV);

           

          (i)         with respect to any proposed Permitted Acquisition involving a purchase price consideration (including, without
              limitation, the amount of net indebtedness assumed, purchase price adjustments and monetary obligations of the type specified in Section 6.01(p)) greater than
              $50,000,000, (i) Availability (on a pro forma basis after giving effect to such Permitted Acquisition (including all Loans and other extensions of credit made in connection therewith)) (x) for a period of thirty (30) consecutive days
              immediately prior to such Permitted Acquisition and (y) on a projected basis for a period of thirty (30) consecutive days after giving effect thereto, shall be greater than or equal to the Applicable Trigger Amount (Level IV) and (y) the
              Fixed Charge Coverage Ratio for the most recently ended four Fiscal Quarter period for which financial statements have been, or have been required to be, delivered to the Administrative Agent pursuant to Section 5.01(a) or (b) is at least 1.15 to 1.0;

           

          (j)         if such Acquisition is an acquisition of the Equity Interests of a Target, such Acquisition is structured so that the
              acquired Person shall become a direct or indirect Subsidiary of a Borrower and, subject to any exception expressly set forth in Section 5.14, a Loan Party pursuant to
              the terms of this Agreement;

           

          (k)          if such Acquisition is an acquisition of assets, such Acquisition is structured so that a Borrower or a Subsidiary of
              a Borrower shall acquire such assets; and

           

          (l)        any investments made by any Loan Party or any Subsidiary in any other Loan Party, Subsidiary or joint venture in
              connection with any such proposed Permitted Acquisition shall otherwise be permitted pursuant to Section 6.04 (other than, for the avoidance of any doubt, Section 6.04(i)).

           

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

           

          “Permitted Encumbrances” means:

           

          (a)          Liens for taxes or assessments or other governmental charges not yet due and payable or which are being contested in
              accordance with Section 5.04;

           

          
            -62-

            
              


          

          (b)         pledges or deposits of money securing statutory obligations under workmen’s compensation, unemployment insurance,
              social security or public liability laws or similar legislation (excluding Liens under ERISA or the Pension Benefits Act (Ontario) or other equivalent provincial legislation);

           

          (c)          pledges or deposits of money securing bids, tenders, contracts (other than contracts for the payment of money) or
              leases to which any Loan Party is a party as lessee made in the ordinary course of business;

           

          (d)         carriers’, warehousemen’s, suppliers’, materialmen’s, repairmen’s and other like Liens imposed by any Requirement of
              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;

           

          (e)          Liens arising from precautionary UCC financing statement filings (or similar filings under any Requirement of Law)
              regarding operating leases;

           

          (f)          deposits securing, or in lieu of, surety, appeal or customs bonds in proceedings to which any Loan Party is a party;

           

          (g)          any attachment or judgment lien not constituting an Event of Default under clause (k) of Article VII;

           

          (h)        zoning restrictions, easements, licenses, or other restrictions on the use of any Real Estate or other minor
              irregularities in title (including leasehold title) thereto, so long as the same do not materially impair the use, value, or marketability of such Real Estate;

           

          (i)           liens on the Company’s publicly-held stock which is held in trust for the Company’s ESOP;

           

          (j)           the interests of lessors or sublessors under operating leases and non-exclusive licensors or sublicensors under
              license agreements;

           

          (k)         Liens or rights of setoff against credit balances of the Company or any Subsidiary with credit card issuers or credit
              card processors to secure obligations of the Company or such Subsidiary, as the case may be, to any such credit card issuer or credit card processor incurred in the ordinary course of business as a result of fees and chargebacks;

           

          (l)         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;

           

          (m)        Liens in the nature of the right of setoff in favor of counterparties to contractual agreements with the Loan Parties
              or their Subsidiaries in the ordinary course of business;

           

          
            -63-

            
              


          

          (n)         possessory Liens in favor of brokers and dealers arising in connection with the acquisition or disposition of
              investments and cash equivalents, provided that such liens (i) attach only to such investments and (ii) secure any obligations incurred in the ordinary course and arising in connection with the acquisition or disposition of such investments
              and not any obligation in connection with margin financing;

           

          (o)          customary restrictions on subletting and assignments thereof contained in leases not otherwise prohibited hereunder;

           

          (p)         Liens in favor of consignors of inventory and proceeds (other than Accounts) thereof consigned by such consignors to a
              Borrower or a Subsidiary thereof, in each case granted in the ordinary course of business and with prior written consent of the Administrative Agent, which consent may, at the Administrative Agent’s Permitted Discretion, be conditioned upon
              the execution of an intercreditor agreement between the consignor and the Administrative Agent;

           

          (q)          security given to a public utility of any Governmental Authority when required by the utility or authority in
              connection with the operations of a Loan Party in the ordinary course; and

           

          (r)          deemed trust Liens for contributions, to Canadian Pension Plans, that are not due under the Pension Benefits Act
              (Ontario).

           

          provided that the term “Permitted Encumbrances” shall not include any Lien
              securing Funded Debt.

           

          “Permitted Overnight Investments” means:

           

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

           

          (b)         investments in commercial paper maturing within six months from the date of acquisition thereof and having, at such
              date of acquisition, a rating of at least “P2” or the equivalent thereof from S&P or of at least “A2” or the equivalent thereof 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., Canada or any State or province thereof which
              has a combined capital and surplus and undivided profits of not less than $500,000,000;

           

          
            -64-

            
              


          

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

           

          (e)          money market funds that (i) comply with the criteria set forth in 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, unlimited liability company, trust, joint venture,
            association, company, partnership, Governmental Authority or other entity.

           

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

           

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

           

          “PPSA” means the Personal Property Security Act (Ontario) or such other applicable legislation in effect from time to time in such other
            jurisdiction in Canada (including the Civil Code (Quebec)) for purposes of the provisions hereof relating to perfection, effect of perfection or non-perfection or priority.

           

          “Prepayment Event” means (a) the sale, lease, conveyance or other disposition of assets other than (i) assets sold, leased, conveyed or
            otherwise disposed of which have a fair market value of less than $1,000,000 in the aggregate in any Fiscal Year, (ii) sales or other dispositions of assets expressly permitted under Section 6.05(a) and (g), and (iii) sales,
            assignments, transfers or dispositions of accounts in the ordinary course of business for purposes of collection; and (iv) any Sale and Leaseback Transaction of Real Estate permitted by Section 6.06, and (b) the sale or transfer by any
            Loan Party of any Equity Interest issued by any Subsidiary of any Loan Party and held by such transferor Person (other than (x) a sale or disposition to any Loan Party and (y) a sale or disposition of any Equity Interest issued by any
            Immaterial Subsidiary of any Loan Party).

           

          “Prime Rate” means (a) for the purpose of all ABR Loans other than U.S. Dollar denominated Canadian Loans, 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), and (b) for the purpose of U.S. Dollar denominated Canadian Loans, the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A., Toronto Branch, as its U.S. “base
            rate” for U.S. Dollar denominated commercial loans.  Each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

           

          
            -65-

            
              


          

          “Prior Claims” means all liabilities and obligations of any Foreign Loan Party secured by any Liens, choate or inchoate, which rank or
            are capable of ranking in priority to, or pari passu with, the Liens granted to the Administrative Agent to secure the Foreign Secured Obligations, including, (a) any such amounts due and not paid for wages or vacation pay (including amounts
            protected by the Wage Earner Protection Program Act (Canada)), amounts due and not paid under any legislation relating to workers’ compensation or to employment insurance, all amounts deducted or withheld and not paid and remitted when due with
            respect to Taxes including amounts currently or past due and not paid for realty, municipal or similar taxes (to the extent impacting personal or moveable property); and (b) (i) all amounts currently or past due and not yet contributed,
            remitted or paid to or under any Canadian Pension Plan or under the Canada Pension Plan, the Quebec Pension Plan, the Pension Benefits Act (Ontario) or any similar legislation, and (ii) any solvency deficiency or wind-up deficiency with respect
            to Canadian Defined Benefit Plans.

           

          “Pro Forma Basis” means, as of any day of determination and for the calculation of a specified financial ratio or financial term, the
            calculation thereof after giving effect on a pro forma basis to the occurrence of any applicable Pro Forma Event, in each case, using, for purposes of making such computation, the consolidated financial statements of the Company and its
            Subsidiaries (and, to the extent applicable, the historical financial statements of any entities or assets acquired or to be acquired, or disposed or to be disposed), which shall be reformulated as if such Pro Forma Event (and, in the case of
            any pro forma computations made hereunder to determine whether such Pro Forma Event is permitted to be consummated hereunder, to any other Pro Forma Event consummated since the first day of the period covered by any component of such pro forma
            computation and on or prior to the date of such computation), and any Indebtedness or other liabilities incurred in connection with any such Pro Forma Event, had been consummated and incurred at the beginning of such period.  If any
            Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period.

           

          “Pro Forma Event” means any event that requires the satisfaction of the Payment Conditions to be permitted under this Agreement.

           

          “Proceeds of Crime Act” means the Proceeds of Crime (Money Laundering) and Terrorist Finance Act (Canada), as amended.

           

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

           

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

           

          
            -66-

            
              


          

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

           

          “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 it in Section 9.25.

           

          “Qualified Counterparties” means each Administrative Agent, each Lender and each Affiliate of a Lender.

           

          “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.

           

          “Raw Materials NOLV Rate” means the rate set forth as the Net Orderly Liquidation Value of, as applicable, Eligible Canadian Inventory or
            Eligible U.S. Inventory consisting of raw materials (including cores Inventory).

           

          “Real Estate” shall mean all real property owned or leased by the Company and its Subsidiaries.

           

          “Receivables Advance Rate” means at any time, as elected by Borrower Representative in each Borrowing Base Certificate delivered on each
            Borrowing Base Reporting Date in accordance with the terms hereof:

           

          (a)          a rate equal to the product of (i) 85% and (ii) the Finished Goods NOLV Rate; or

           

          (b)          a rate equal to 85% less the
              applicable Dilution Reserve.

           

          “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 the Term SOFR Rate, 5:00 a.m. (Chicago time) on the day that is two (2) Business Days preceding the date of such setting or (2) if such Benchmark is none of the Term SOFR Rate or Daily Simple SOFR, the time determined by
              the Administrative Agent in its reasonable discretion.

           

          
            -67-

            
              


          

          “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)(iv).

           

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

           

          “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 Hazardous Material into the environment.

           

          “Relevant Governmental Body” means the Federal Reserve 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.

          

          

          “Relevant Rate” means with respect to any Term Benchmark Borrowing,
                the Adjusted Term SOFR Rate.

           

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

           

          “Required Lenders” means, (a) at any time there shall be two (2) or more Lenders (other than Defaulting Lenders), at least two (2)
            Lenders (other than Defaulting Lenders) having Revolving Exposures and unused Commitments representing more than 50% of the sum of the Aggregate Credit Exposure and unused Commitments at such time and (b) at any other time, Lenders (other than
            Defaulting Lenders) having Revolving Exposures and unused Commitments representing more than 50% of the sum of the Aggregate Credit Exposure and unused Commitments at such time.

           

          “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 federal, state, local, foreign, multinational or international 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.

           

          
            -68-

            
              


          

          “Reserves” means any and all reserves which the Administrative Agent deems necessary, in its Permitted Discretion, to maintain
            (including, without limitation, an availability reserve, reserves for accrued and unpaid interest on the Secured Obligations, Banking Services Reserves, reserves for Prior Claims, volatility reserves, reserves for rent and charges at locations
            leased by any Loan Party and for consignee’s, warehousemen’s and bailee’s rent and charges, reserves for Inventory shrinkage, reserves for customs charges and shipping charges related to any Inventory in transit, reserves for Swap Agreement
            Obligations, reserves for contingent liabilities of any Loan Party, reserves for uninsured losses of any Loan Party, reserves for uninsured, underinsured, un-indemnified or under-indemnified liabilities or potential liabilities with respect to
            any litigation and reserves for taxes, fees, assessments, and other governmental charges) with respect to the Collateral or any Loan Party.  Reserves shall not duplicate the exclusionary criteria set forth in the definitions of Eligible U.S.
            Accounts, Eligible U.S. Customer Drafts, Eligible U.S. Equipment, Eligible U.S. Inventory, Eligible Canadian Accounts, Eligible Canadian Customer Drafts, Eligible Canadian Equipment, Eligible Canadian Inventory or Eligible Real Property, as
            applicable (and vice versa) or other factors reflected in the determination of the Borrowing Base.  The Administrative Agent shall endeavor to notify Borrower Representative at or before the time any Reserve in a material amount is to be
            established or increased, provided that (x) in no event shall any failure of the Administrative Agent to so notify the Borrower Representative be a breach of this Agreement and (y) any such failure to so notify shall not cause such
            establishment or increase of a reserve to be ineffective.

           

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

           

          “Restricted Payment” means, with respect to any Loan Party or its Subsidiaries (a) the declaration or payment of any dividend or the
            incurrence of any liability to make any other payment or distribution of cash or other property or assets in respect of Equity Interests; (b) any payment on account of the purchase, redemption, defeasance, sinking fund or other retirement of
            such Person’s Equity Interests or any other payment or distribution made in respect thereof, either directly or indirectly; (c) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants,
            options or other rights to acquire Equity Interests of such Person now or hereafter outstanding; (d) any payment of a claim for the rescission of the purchase or sale of, or for material damages arising from the purchase or sale of, any shares
            of such Person’s Equity Interests or of a claim for reimbursement, indemnification or contribution arising out of or related to any such claim for damages or rescission; (e) any loan, contribution, or other transfer of funds or other property
            to any stockholder of such Person who has filed Form 13-G other than (i) payment of compensation in the ordinary course of business to stockholders who have filled a Form 13-G and who are employees of or consultants to such Person and (ii)
            payment of trade payables incurred in the ordinary course of such Loan Party’s business; and (f) any payment of management fees (or other fees of a similar nature) by such Person to any stockholder of such Person or its Affiliates.

           

          
            -69-

            
              


          

          “Revaluation Date” means (a) with respect to any Loan denominated in Canadian Dollars, each of the following:  (i) each date of a
            Borrowing, (ii) each date of a conversion or a continuation of such Loan pursuant to Section 2.08, (iii) the date any Borrowing Base Certificate is delivered, and (iv) such additional dates as the Administrative Agent shall determine or
            the Required Lenders shall require, and (b) with respect to any Letter of Credit denominated in Canadian Dollars, each of the following:  (i) each date of issuance of such Letter of Credit, (ii) each date of an amendment of such Letter of
            Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) the first Business Day of each calendar month, (iv) each date of any payment by the applicable Issuing Bank under such Letter of
            Credit, (v) the date any Borrowing Base Certificate is delivered and (vi) such additional dates as the Administrative Agent or the applicable Issuing Bank shall determine or the Required Lenders shall require.

           

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

           

          “Revolving Exposure Limitations” means, after giving effect to any Revolving Loan or the issuance, amendment, renewal or extension of any
            Letter of Credit hereunder:

           

          (a)          each Lender’s Revolving Exposure shall not exceed such Lender’s Commitment;

           

          (b)          the Aggregate Credit Exposure shall not exceed the lesser of (x) the Aggregate Commitments and (y) the Aggregate
              Borrowing Base;

           

          (c)          the Aggregate U.S. Revolving Exposure shall not exceed the U.S. Borrowing Base;

           

          (d)          the sum of (A) the Aggregate U.S. Revolving Exposure plus
              (B) the Canadian Over-Usage Amount (if any), shall not exceed the U.S. Borrowing Base;

           

          (e)          the Aggregate Canadian Revolving Exposure shall not exceed the Canadian Sublimit; and

           

          (f)          Availability shall not be less than zero ($0).

           

          “Revolving Loan” means a 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.

           

          

          
            -70-

            
              


          

          
            “Sanctioned Country” means, at any time, a country, region
              or territory, which is, or whose government is, the subject or target of any Sanctions (at the time of this Agreement, the
                  so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, Cuba, Iran, North Korea and Syria).

             

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

             

            “Sanctions” means 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, (b) the United Nations Security Council, the European Union, any European
              Union member state or Her Majesty’s Treasury of the United Kingdom, or (c) the government of Canada pursuant to Canadian Economic Sanctions and Export Control Laws.

             

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

             

            “Second Amendment Effective Date” means March 4, 2022.

             

            “Secured Obligations” means, collectively, all U.S.
              Secured Obligations and all Foreign Secured Obligations.

             

            “Secured Parties” means (a) the Administrative Agent, (b)
              the Lenders, (c) each Issuing Bank, (d) Qualified Counterparties to whom any Banking Services Obligations are owing, (e) Qualified Counterparties to whom Swap Agreement Obligations constituting Secured Obligations hereunder are owing, (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 Agreements” means the U.S. Security Agreement,
              any Canadian Security Agreement, and any other pledge, security agreement or deed of hypothec 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, as the same may be amended, restated, supplemented or otherwise modified from time to time.

             

            “SMP HK” means Standard Motor Products (Hong Kong), Ltd.,
              a Hong Kong corporation.

             

            “SMP Poland” means SMP Poland sp. z o.o., a corporation
              organized under the laws of Poland.

             

            
              -71-

              
                


            

            “SOFR” means a rate per annum equal to the secured
                  overnight financing rate as administered by the SOFR Administrator.

            

            

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

            

            

            “SOFR Administrator’s Website” means the NYFRB’s
                  website, currently 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.

            

            

            “SOFR Determination Date” has the meaning specified in
                  the definition of “Daily Simple SOFR”.

            

            

            “SOFR Rate Day” has the meaning specified in the
                  definition of “Daily Simple SOFR”.

            

            

            “Solvent” means, with respect to each Loan Party (i) the
              fair value of the assets of such Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of the property of such Loan Party will be greater than the
              amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) such Loan Party will be able to pay
              its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; (iv) no such Loan Party will have unreasonably small capital with which to conduct the business in which it is
              engaged as such business is now conducted and is proposed to be conducted after the Effective Date, and (v) as to any such Loan Party that is incorporated or organized under the laws of the Canada or any province or territory of Canada, that
              such Person is not an “insolvent person” as defined in the Bankruptcy and Insolvency Act (Canada)BIA.

            

            

            “Specified Debt Transaction” means (a) any Sale and
              Leaseback Transaction permitted by Section 6.06(b) or Section 6.06(c) or (b) any financing
              transaction collateralized solely by a Loan Party or its Subsidiary’s Equipment or Real Estate, provided that, in the case of clause (b), the Administrative Agent and
              its agents shall be granted a license (by the holders of such Indebtedness) to access and use all Equipment, Real Estate, leaseholds and Fixtures of such Loan Party or Subsidiary securing such Specified Debt Transaction, in connection with
              the exercise of remedies with respect to, or the sale or other disposition of, the Collateral securing the Secured Obligations.

             

            “Specified Event of Default” means any Event of Default
              that shall exist under clauses (a), (b), (h), or (i) of Article VII.

             

            
              -72-

              
                


            

            “Spot Rate” means, on any date, as determined by the
              Administrative Agent, (a) if such amount is expressed in Canadian Dollars, the equivalent of such amount in dollars determined by using the rate of exchange for the purchase of U.S. Dollars with Canadian Dollars last provided (either by
              publication or otherwise provided to the Administrative Agent) by the applicable Thompson Reuters Corp. (“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 U.S. Dollars with Canadian 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 reasonable 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 reasonably determined by the Administrative Agent using any method of determination it deems appropriate in its reasonable discretion) and (c) if such amount is denominated in any
              other currency, the equivalent of such amount in U.S. Dollars as reasonably determined by the Administrative Agent using any method of determination it deems appropriate in its reasonable discretion.

             

            “Standby LC Exposure” means, at any time, the sum of (a)
              the aggregate undrawn Dollar Amount of all standby Letters of Credit outstanding at such time plus (b) the aggregate Dollar 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 an Issuing Bank (in its capacity as such) shall be the Standby LC Exposure in
              respect of standby Letters of Credit issued by such Issuing Bank.  The Standby LC Exposure of any 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).

             

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

             

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

             

            
              -73-

              
                


            

            “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, other than each of Foshan GWOYNG SMP
              Vehicle Climate Control & Cooling Products Co. Ltd. and Foshan FGD SMP Automotive Compressor Co., Ltd. so long as the Borrowers and their Subsidiaries do not control the day to day affairs of such Person.

             

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

             

            “Supported QFC” has the meaning assigned to it in Section 9.25.

             

            “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 be a Swap Agreement.

             

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

             

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

             

            “Target” has the meaning specified in the definition of
              the term Acquisition.

             

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

             

            
              -74-

              
                


            

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

            

            

            “Term SOFR Determination Day” has the meaning assigned to it under the
                definition of Term SOFR Reference Rate.

             

            “Term SOFR Rate” means, with respect to any Term
                  Benchmark Borrowing and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two (2) U.S. Government Securities Business Days prior to the commencement of such
                  tenor comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator.

             

            “Term SOFR Reference Rate” means, for any day and time (such day, the
                “Term SOFR Determination Day”), and for any tenor comparable to the applicable Interest Period, the rate per annum determined by the Administrative Agent as the forward-looking term rate based on SOFR.  If by 5:00 pm (New York City time) on
                such Term SOFR Determination Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Rate has not occurred, then
                the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was
                published by the CME Term SOFR Administrator, so long as such first preceding Business Day is not more than five (5) Business Days prior to such Term SOFR Determination Day.

            

            

            “Termination Event”  means (a) the withdrawal
                of a Loan Party or any other Subsidiary from a Canadian MEPP which contains a “defined benefit provision” as defined in Section 147.1 of the ITA during a plan year; or (b) the filing of a notice of intent to terminate in whole or in part a
                Canadian Defined Benefit Plan or the filing of an amendment with the applicable Governmental Authority which terminates a Canadian Defined Benefit Plan, in whole or in part, or the treatment of an amendment as a termination or partial
                termination of a Canadian Defined Benefit Plan; or (c) the institution of proceedings by any Governmental Authority to terminate a Canadian Defined Benefit Plan in whole or in part or have a replacement administrator or trustee appointed to
                administer a Canadian Defined Benefit Plan; or (d) any other event or condition or declaration or application which might constitute grounds for the termination or winding up of a Canadian Defined Benefit Plan, in whole or in part, or the
                appointment by any Governmental Authority of a replacement administrator or trustee to administer a Canadian Defined Benefit Plan.

            “Transactions” means the execution, delivery and
              performance by the Loan Parties 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.

             

            “Trumpet” means, Trumpet Holdings, Inc., a Delaware corporation.

             

            “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 LIBOTerm SOFR Rate, the CDOR Rate, the ABR or the Canadian Prime Rate.

             

            
              -75-

              
                


            

            “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.

             

            “UCP” means, with respect to any Letter of Credit, the
              Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).

             

            “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.

             

            “Unfunded Pension Liability” means, at a point in time,
              the excess of a Canadian Defined Benefit Plan’s benefit liabilities, over the current value of that Canadian Defined Benefit Plan’s assets, determined in accordance with the assumptions used for funding the Canadian Defined Benefit Plan
              pursuant to applicable laws for the applicable plan year and includes any unfunded liability or solvency deficiency as determined for the purposes of the Pension Benefits Act (Ontario) or other equivalent provincial legislation.

             

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

             

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

             

            “U.S. Borrower” has the meaning assigned to such term in
              the preamble to this Agreement.

             

            
              -76-

              
                


            

            “U.S. Borrowing Base” means, at any time, the sum of:

             

            (a)          an
                  amount equal to the product of the applicable Receivables Advance Rate multiplied by the book value of the Eligible U.S. Accounts, plus

             

            (b)          an
                  amount equal to the product of the Customer Draft Advance Rate multiplied by the book value of the Eligible U.S. Customer Drafts, plus

             

            (c)          an
                  amount equal to the product of the Receivables Advance Rate multiplied by the book value of the Eligible U.S. Extended Customer Drafts, plus

             

            (d)         an
                  amount equal to the lesser of (i) 65% of the book value of Eligible U.S. Inventory valued at the lower of cost (determined on a first in, first out basis) or market; or (ii) 85% times the sum of (x) the product of the Finished Goods NOLV
                  Rate times Eligible U.S. Inventory consisting of finished goods, and (y) the product of the Raw Materials NOLV Rate times Eligible U.S. Inventory consisting of raw materials (including cores Inventory), with the value of the components of
                  Eligible U.S. Inventory valued at the lower of cost (determined on a first-in, first-out basis) or market, plus

             

            (e)          the
                  U.S. Fixed Asset Component, minus

             

            (f)          without
                  duplication, applicable Reserves.

             

            Subject to the provisions hereof expressly permitting the Administrative Agent to adjust Reserves and adjust any of the eligibility criteria (or to
              establish new eligibility criteria) with respect to assets included in the determination of the U.S. Borrowing Base, the U.S. Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered
              to the Administrative Agent pursuant to Section 5.01(g) (or, prior to the first such delivery, delivered to the Administrative Agent pursuant to Section 4.01(k)).  The Administrative Agent may, in its Permitted Discretion, in addition to the foregoing, reduce the advance rates set forth above during the continuation
              of an Event of Default.

             

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

             

            “U.S. Collection Account” shall have the meaning assigned
              to such term in the U.S. Security Agreement.

             

            “U.S. Dollar”, “Dollars” or “$” means the lawful money of the United States of America.

             

            “U.S. Facility” means, collectively, the extensions of
              credit made available to the U.S. Borrower under the Commitments.

             

            
              -77-

              
                


            

            “U.S. Fixed Asset Component” means, at the time of any
              determination (a) prior to the U.S. Fixed Asset Effective Date, an amount equal to zero ($0) and (b) on or after the U.S. Fixed Asset Effective Date, an amount equal to the lesser of (i) the result of (A) 50% of the aggregate Value of the U.S. Borrower’sLoan Parties' Eligible Real Property plus
              (B) 85% of the Net Orderly Liquidation Value of Eligible U.S. Equipment minus (C) the sum of (1) Reserves established by the Administrative Agent in its Permitted
              Discretion and (2) the aggregate amount of Fixed Asset Amortization attributable to Eligible Real Property and Eligible U.S. Equipment included in the determination of clauses (A) and (B) above, and (ii) the result of (A) $50,000,000 minus (B) the Canadian Fixed Asset Component.

             

            “U.S. Fixed Asset Effective Date” means the first date
              that (a) the Administrative Agent shall have received (i) a U.S. Fixed Asset Election, (ii) satisfactory results of field exams and appraisals with respect to Real Estate and Equipment to be included in the determination of the U.S. Fixed
              Asset Component, in each case setting forth the Value or Net Orderly Liquidation Value, as applicable, with respect to such Real Estate and Equipment in accordance with the requirements of this Agreement, and (iii) a Borrowing Base
              Certificate reflecting a calculation of the U.S. Fixed Asset Component (including the Eligible Real Property and/or Eligible U.S. Equipment included in the determination thereof), and (b) each of the eligibility criteria set forth in the
              definition of “Eligible Real Property” and/or “Eligible U.S. Equipment” shall be satisfied with respect to the Real Estate and Equipment included in the determination of the U.S. Fixed Asset Component (including, without limitation, any such
              requirement to maintain a first priority perfected Lien on such Collateral in favor of the Administrative Agent).

             

            “U.S. Fixed Asset Election” means the election of the
              Borrowers (at their sole discretion) to have Real Estate and Equipment of theany U.S. BorrowerLoan Party included in the determination of the U.S. Fixed Asset Component, as set forth in a written notice (reasonably acceptable to the
              Administrative Agent) of the Borrower Representative addressed to the Administrative Agent and the Lenders.

             

            “U.S. Government Securities Business Day” means any day except for (i)
                a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States
                government securities.

             

            “U.S. Guaranteed Obligations” has the meaning set forth in
              Section 10.01(a).

             

            “U.S. Guarantor” means each Domestic Subsidiary of the
              U.S. Borrower that is listed on the signature pages hereto as a Guarantor or that becomes a party hereto as a Guarantor pursuant to Section 5.14 and, shall include,
              solely for purposes of the Guarantee of the U.S. Guaranteed Obligations, the U.S. Borrower.

             

            “U.S. Guaranty” has the meaning assigned to such term in Section 10.01(a).

             

            “U.S. Loan Parties” means the U.S. Borrower and the U.S.
              Guarantors.

             

            
              -78-

              
                


            

            “U.S. Obligations” means all Obligations of the U.S.
              Borrower and the other U.S. Loan Parties, and shall include without limitation, all unpaid principal of and accrued and unpaid interest on the Loans of the U.S. Borrower, all guaranty obligations of the U.S. Loan Parties to the Lenders or to
              any Lender, the Administrative Agent or any other Secured Party in connection with Loans made and other obligations owing by the Borrowers, 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 the U.S. Loan Parties and their Domestic Subsidiaries to the Lenders or to any Lender, the Administrative Agent, any other Secured Party 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 in each case
              under this Agreement or any of the other Loan Documents or in respect of any of the Loans made to Borrowers or reimbursement or other obligations incurred or any of the Letters of Credit or other instruments at any time evidencing any thereof
              by the Borrowers.

             

            “U.S. Overadvance” means any Overadvance made to or for
              the benefit of the U.S. Loan Borrower.

             

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

             

            “U.S. Protective Advance” means a Protective Advance made
              to, on behalf of or in respect of the U.S. Borrower.

             

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

             

            “U.S. Revolving Loan” means a Revolving Loan made by the
              Lenders to the U.S. Borrower.

             

            “U.S. Secured Obligations” means all U.S. Obligations,
              together with all (a) Banking Services Obligations of the U.S. Borrower or any Domestic Subsidiary; and (b) Swap Agreement Obligations of the U.S. Borrower or any Domestic Subsidiary; provided
              that Excluded Swap Obligations with respect to any Loan Party shall not be U.S. Secured Obligations of such Loan Party.

             

            “U.S. Security Agreement” means that certain Security
              Agreement, dated as of the Effective Date, among the U.S. Loan Parties and the Administrative Agent, and, as the context requires, any other pledge or security agreement entered into, after the Effective Date by any other U.S. Loan Party, or
              any other Person, as the same may be amended, restated, supplemented or otherwise modified from time to time.

             

            
              -79-

              
                


            

            “U.S. Special Resolution Regimes” has the meaning assigned to it in
                Section 9.25.

             

            “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.

             

            “Value” means with respect to any Eligible Real Property,
              its fair market value determined in accordance with the then most recent appraisal of Real Estate, in form and substance acceptable to the Administrative Agent performed by an appraiser acceptable to the Administrative Agent.

             

            “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 “U.S. Revolving Loan” or a “Canadian Revolving Loan”) or by Type (e.g., a “EurodollarTerm Benchmark Loan” or “CDOR Loan”) or by Class and Type (e.g., a “EurodollarTerm
                  Benchmark U.S. Revolving Loan” or “CDOR Canadian Revolving Loan”).  Borrowings also may be classified and referred to by Class (e.g., a “U.S. Revolving
              Borrowing”) or by Type (e.g., a “EurodollarTerm Benchmark Borrowing”) or by Class and Type (e.g.,
              a “EurodollarTerm
                  Benchmark U.S. Revolving Borrowing”).

             

            

            
              -80-

              
                


            

            
              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.  A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been waived.

               

              For purposes of any Collateral located in the Province of Quebec or charged by any deed of hypothec (or any other Loan Document) and for all
                other purposes pursuant to which the interpretation or construction of a Loan Document may be subject to the laws of the Province of Quebec or a court or tribunal exercising jurisdiction in the Province of Québec, (m) “priority” shall be
                deemed to include “rank” or “prior claim”, as applicable, (n) “beneficial ownership” shall be deemed to include “ownership”, (o) “valid leasehold interest” shall be deemed to include “valid lease”, (p) “lease” shall be deemed to include a
                “contract of leasing (crédi-bail)”, (q) “personal property” shall be deemed to include “movable property”, (r) “real property” and a “fixture” shall be deemed to include “immovable property”, (s)
                “tangible property” shall be deemed to include “corporeal property”, (t) “intangible property” shall be deemed to include “incorporeal property”, (u) “security interest”, “lien” and “mortgage” shall be deemed to include a “hypothec”, “prior
                claim”, “reservation of ownership” and a “resolutory clause”, as applicable, (v) all references to filing, registering or recording under the UCC or the PPSA shall be deemed to include publication under the Civil Code of Québec, (w) all
                references to “perfection” of or “perfected” Liens shall be deemed to include a reference to the “opposability” of such Liens to third parties, (x) any “right of offset”, “right of setoff” or similar expression shall be deemed to include a
                “right of compensation”, (y) “goods” shall be deemed to include “corporeal movable property” other than chattel paper, documents of title, instruments, money and securities, and (z) an “agent” shall be deemed to include a “mandatary.”

               

              

              
                -81-

                
                  


              

              
                SECTION 1.04.  Accounting Terms; GAAP.  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 migration or change shall have become effective until such
                  notice shall have been withdrawn or such provision amended in accordance herewith and the Borrower Representative, the Administrative Agent and the Lenders agree to negotiate in good faith with respect to any proposed amendment to
                  eliminate or adjust for the effect of any such change. 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 in respect of
                  convertible debt instruments under Financial Accounting Standards Board Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value
                  any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.  Without limiting the foregoing, leases shall continue to be
                  classified and accounted for on a basis consistent with that reflected in the audited financial statements of the Company for the Fiscal Year ended December 31, 2017 for all purposes of this Agreement, notwithstanding any change in GAAP
                  relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

                 

                
                  -82-

                  
                    


                

                SECTION 1.05.  Interest
                    Rates; LIBORBenchmark Notifications.  

                  The interest rate on Eurodollar Loans is determined by reference to the LIBO Rate, which is derived from the London interbank offered rate.  The London interbank
                      offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market.  In July 2017, the U.K. Financial Conduct Authority announced that, after the
                      end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for
                      purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate
                      upon which to determine thea Loan denominated in dollars may be derived from an
                  interest rate on Eurodollar Loans.  In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative
                      reference rates to be used in place of the London interbank offered rate.  In the event that the London interbank offered rate is no longer availablebenchmark that may be discontinued or is, or may in certain other circumstances as set forth in Section 2.14(d) of this Agreementthe future become, the subject of regulatory reform.  Upon the occurrence of a Benchmark Transition Event, such Section 2.14(db) provides a mechanism for determining an alternative rate of interest.  The
                      Administrative Agent will notify the Borrower, pursuant to Section 2.14, in advance of any change to the reference rate upon which the interest rate on Eurodollar Loans is based.  However, the
                  Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance or any other matter related to the London interbank offeredany interest rate or other ratesused in the definition of “LIBO
                      Rate”this Agreement, or with respect to any alternative or successor rate thereto,
                  or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate,
                      as it may or may not be adjusted pursuant to Section 2.14(d), will be similar to, or produce the same value or economic equivalence of, the LIBO Rateexisting interest rate being replaced or have the same volume
                  or liquidity as did the London interbank offeredany
                      existing interest 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 interest 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 the Borrowers, 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.

                 

                SECTION 1.06.  Pro Forma
                    Adjustments for Acquisitions and Dispositions.  To the extent any Borrower or any Subsidiary makes any acquisition permitted pursuant to Section 6.04 or disposition of assets outside the ordinary course of business permitted
                  by Section 6.05, during the period of four (4) Fiscal Quarters of the Borrowers most recently ended, the Fixed Charge Coverage Ratio shall be calculated after giving pro forma effect thereto (including pro forma adjustments
                  arising out of events which are directly attributable to the acquisition or the disposition of assets, are factually supportable and are expected to have a continuing impact, in each case as determined on a basis consistent with Article
                  11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the SEC, and as certified by a Financial Officer of the Borrower Representative), as if such acquisition or such disposition (and any related incurrence,
                  repayment or assumption of Indebtedness) had occurred in the first day of such four-quarter period.

                 

                
                  -83-

                  
                    


                

                SECTION 1.07.  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 Lenders may have and exercise any payment blockage or other remedies available or potentially available to
                  holders of senior indebtedness under the terms of such Subordinated Indebtedness.

                 

                SECTION 1.08.  Currency
                    Translations; Change of Currency.

                 

                (a)         Without limiting the other terms of this Agreement, the calculations and determinations under this
                  Agreement of any amount in any currency other than Dollars shall be deemed to refer to the Dollar Amount thereof, as the case may be, and all certificates delivered under this Agreement shall express such calculations or determinations in
                  Dollars or the Dollar Amount thereof, as the case may be.  Each requisite currency translation shall be based on the Spot Rate.

                 

                (b)        Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time
                  recognized by the central bank of any country as the lawful currency of that country, then:  (i) any reference in the Loan Documents to, and any obligations arising under the Loan Documents in, the currency of that country shall be
                  translated into, or paid in, the currency or currency unit of that country designated by the Lenders; and (ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognized by the
                  central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Lenders.

                 

                (c)          If a change in any currency of a country occurs, this Agreement will, to the extent the Lenders
                  reasonably determine necessary and in consultation with the Borrowers, be amended, to comply with any generally accepted conventions and market practice in the relevant interbank market and otherwise to reflect the change in currency.

                 

                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.

                 

                
                  -84-

                  
                    


                

                ARTICLE II

                 

                The Credits

                 

                SECTION 2.01.  Commitments. 





                  Subject to the terms and conditions set forth herein,

                 

                (a)        each Lender severally (and not jointly) agrees to make Revolving Loans in Dollars to the U.S. Borrower
                  from time to time during the Availability Period in an aggregate principal amount up to such Lender’s Commitment, so long as each of the Revolving Exposure Limitations shall be satisfied (subject to the Administrative Agent’s authority,
                  in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Sections 2.04 and 2.05); and

                 

                (b)        each Lender severally (and not jointly) agrees to make Revolving Loans in Dollars and Canadian Dollars
                  to the Canadian Borrower from time to time during the Availability Period in an aggregate principal amount up to such Lender’s Canadian Revolving Sub-Commitment, so long as each of the Revolving Exposure Limitations shall be satisfied
                  (subject to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Sections 2.04 and 2.05).

                 

                Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow
                  Revolving Loans.

                 

                SECTION 2.02.  Loans and
                    Borrowings.  (a) Each Loan shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their respective Commitments of the applicable
                  Class.  The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be
                  responsible for any other Lender’s failure to make Loans as required.  Any Protective Advance and any Overadvance shall be made in accordance with the procedures set forth in Sections 2.04 and 2.05.

                 

                (b)         Subject to Section 2.14, (i) each Borrowing under the U.S. Facility shall be comprised
                  entirely of ABR Loans or EurodollarTerm Benchmark Loans as the Borrower Representative may request in accordance herewith, provided that all such Borrowings made on the Effective Date must be made as ABR Borrowings but may be converted into EurodollarTerm Benchmark
                  Borrowings in accordance with Section 2.08, and (ii) each Borrowing under the Canadian Subfacility denominated in (x) Canadian Dollars shall be comprised entirely of either CDOR Loans or Canadian Prime Rate Loans and (y) Dollars
                  shall be comprised entirely of ABR Loans or EurodollarTerm





                      Benchmark Loans, provided that all Borrowings of Canadian Revolving Loans made on the Effective Date must be made in Canadian Dollars as Canadian Prime Rate Loans or in Dollars as ABR Loans
                  but may be converted into CDOR Borrowings or EurodollarTerm





                      Benchmark Borrowings, as applicable, in accordance with Section 2.08.  Each Lender at its option may make any 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 applicable Borrower to repay such Loan in accordance with the terms of this Agreement.

                 

                
                  -85-

                  
                    


                

                (c)         At the commencement of each Interest Period for any EurodollarTerm Benchmark Borrowing or CDOR Borrowing, such
                  Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 or Cdn$500,000, respectively, and not less than $1,000,000 or Cdn$1,000,000, respectively.  At the time that each ABR Borrowing and each Canadian Prime
                  Rate Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 or Cdn$100,000, respectively, and not less than $500,000 or Cdn$500,000, respectively; provided that an ABR Borrowing
                  or Canadian Prime Rate Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Aggregate Commitment or Canadian Sublimit, as applicable, or that is required to finance the reimbursement of an LC
                  Disbursement as contemplated by Section 2.06(e).  Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be, collectively, more than a total of eight (8) EurodollarTerm Benchmark
                  and CDOR 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 not later than (a) in the case of a EurodollarTerm Benchmark Borrowing or CDOR Borrowing, 10:00 a.m., Chicago time, three (3) Business Days before the date of the proposed Borrowing, (b) in the case of any
                  Canadian Prime Rate Borrowing, 10:00 a.m., Chicago time, one (1) Business Days before the date of the proposed Borrowing and (c) in the case of an ABR Borrowing, 10:00 a.m., Chicago time, on the date of the proposed Borrowing; provided
                  that any such notice of an ABR 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 or facsimile 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) and whether such Borrowing is a U.S.
                  Borrowing or Canadian Borrowing;

                 

                (ii)          the 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;

                 

                
                  -86-

                  
                    


                

                (iv)         whether such Borrowing is to be an ABR Borrowing, Canadian Prime Rate Borrowing,
                  a EurodollarTerm Benchmark Borrowing or a CDOR Borrowing; and

                 

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

                 

                If no election of currency is specified with respect to a Borrowing under the Canadian Subfacility, any such Borrowing shall be
                  deemed to be requested in Canadian Dollars.  If no election as to the Type of Borrowing is specified, then (A) a Borrowing of U.S. Revolving Loans shall be an ABR Borrowing and (B) a Borrowing of Canadian Revolving Loans (x) denominated
                  (or deemed denominated) in Canadian Dollars shall be a Canadian Prime Rate Borrowing and (y) denominated in Dollars shall be an ABR Borrowing.  If no Interest Period is specified with respect to any requested EurodollarTerm Benchmark Borrowing or CDOR
                  Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration.  Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise
                  each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

                 

                SECTION 2.04.  Protective
                    Advances.  (a) Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall
                  have absolutely no obligation to), to make Loans to the U.S. Borrower or the Canadian Borrower, as applicable, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to
                  preserve or protect the applicable Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required
                  to be paid by the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents
                  (any of such Loans are herein referred to as “Protective Advances”); provided that (A) the aggregate principal amount of outstanding Protective Advances shall not, at any time, exceed (x) 5% of the Aggregate Commitments
                  then in effect or (y) when aggregated with the aggregate outstanding principal amount of Overadvances, 10% of the Aggregate Commitments then in effect and (B)  no Protective Advance shall be made if after giving effect thereto, any
                  Lender’s Revolving Exposure shall exceed such Lender’s Commitment.  Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied.  The Protective Advances shall be secured by
                  the Liens in favor of the Administrative Agent in and to the applicable Collateral and shall constitute Obligations hereunder.  All Protective Advances shall be ABR Borrowings (if in Dollars) or Canadian Prime Rate Borrowings (if in
                  Canadian Dollars), as applicable.  The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders.  Any such revocation must be in writing and shall become effective prospectively
                  upon the Administrative Agent’s receipt thereof.  At any time the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the Lenders to make a Revolving Loan to repay a Protective
                  Advance.  At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b).

                 

                
                  -87-

                  
                    


                

                (b)         Upon the making of a Protective Advance by the Administrative Agent (whether




                  before or after the occurrence of a Default), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent, without recourse or warranty, an
                  undivided interest and participation in such Protective Advance in proportion to its Applicable Percentage.  From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased
                  hereunder, the Administrative Agent 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 Protective Advance.

                 

                SECTION 2.05.  Overadvances.

                 

                (a)          Any provision of this Agreement to the contrary notwithstanding, at the request of the Borrower
                  Representative, the Administrative Agent may in its sole discretion (but with absolutely no obligation), make Revolving Loans to the Borrowers, on behalf of the Lenders, in amounts that exceed, as applicable, the Aggregate Borrowing Base,
                  the U.S. Borrowing Base or the Canadian Borrowing Base (any such excess Revolving Loans are herein referred to collectively as “Overadvances”); provided that, (i) no Overadvance shall result in a Default due to Borrowers’
                  failure to comply with Section 2.01 for so long as such Overadvance remains outstanding in accordance with the terms of this paragraph, but solely with respect to the amount of such Overadvance, (ii) that the aggregate amount of
                  outstanding Overadvances shall not, at any time, exceed (x) 5% of the Aggregate Commitments then in effect or (y) when aggregated with the aggregate outstanding amount of Protective Advances then outstanding, 10% of the Aggregate
                  Commitments then in effect and (iii)no Overadvance shall be made if after giving effect thereto, any Lender’s Revolving Exposure shall exceed such Lender’s Commitment.  Overadvances may be made even if the conditions precedent set forth
                  in Section 4.02 have not been satisfied.  All Overadvances in U.S. Dollars shall be ABR Borrowings and all Overadvances in Canadian Dollars shall be Canadian Prime Rate Borrowings  (or, in
                  the case of Protective Advances to the Canadian Borrower in Dollars, EurodollarTerm Benchmark Borrowings).  Each applicable Borrower shall be required to repay each Overadvance no later than the 30th day after the date of the making thereof. 
                  The Administrative Agent’s authorization to make Overadvances may be revoked at any time by the Required Lenders.  Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt
                  thereof.

                 

                (b)          Upon the making of an Overadvance (whether before or after
                  the occurrence of a Default and regardless of whether a settlement has been requested with respect to such or Overadvance), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably
                  purchased from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Overadvance in proportion to its Applicable Percentage.  The Administrative Agent may, at any time, require the Lenders
                  to fund their participations.  From and after the date, if any, on which any Lender is required to fund its participation in any Overadvance 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 Overadvance.

                 

                
                  -88-

                  
                    


                

                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 denominated in Dollars or Canadian Dollars for
                  its own account or for the account of another Borrower 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 any Borrower to, or entered into by any Borrower 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(b) to the same extent as if it were the sole account party in respect of such Letter of Credit (such Borrower hereby
                  irrevocably waiving any defenses that might otherwise be available to it as a guarantor or surety of the obligations of such Subsidiary that is an account party in respect of any such Letter of Credit). Notwithstanding anything herein to
                  the contrary, the Issuing Bank 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 or indemnified for
                  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, Canada 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.

                 

                
                  -89-

                  
                    


                

                (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 by electronic communication, if arrangements for doing
                  so have been approved by the Issuing Bank and the Administrative Agent) to the Issuing Bank and the Administrative Agent (prior to 10:00 a.m., Chicago time, at least three (3) Business Days prior to the requested date of issuance,
                  amendment, renewal or extension (or such later time or date as to which the Administrative Agent and the relevant Issuing Bank may agree)) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be
                  amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this
                  Section), the amount and 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
                  Aggregate LC Exposure shall not exceed $15,000,000, and (ii) the Borrowers are in compliance with each of the Revolving Exposure Limitations.  Notwithstanding the foregoing or anything to the contrary contained herein, no Issuing Bank
                  shall be obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding LC Exposure in respect of all Letters of Credit issued by such Person and its Affiliates would exceed such Issuing
                  Bank’s Issuing Bank Sublimit.  Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that the Borrower Representative may from time to time request that an Issuing Bank issue
                  Letters of Credit in excess of its individual Issuing Bank Sublimit in effect at the time of such request, and each Issuing Bank agrees to consider any such request in good faith.  Any Letter of Credit so issued by an Issuing Bank in
                  excess of its individual Issuing Bank Sublimit then in effect shall nonetheless constitute a Letter of Credit for all purposes of this Agreement, and shall not affect the Issuing Bank Sublimit of any other Issuing Bank, subject to the
                  limitations on the Aggregate LC Exposure set forth in clause (i) of this Section 2.06(b).

                 

                (c)          Expiration Date.  Each Letter of Credit shall expire (or be subject to termination or
                  non-renewal by notice from the applicable 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 (or such later date as to
                  which the Administrative Agent and the relevant Issuing Bank may agree).

                 

                
                  -90-

                  
                    


                

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

                 

                (e)          Reimbursement.  If the Issuing Bank shall make any LC Disbursement in respect of a Letter of
                  Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars an amount equal to the Dollar Amount of 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 the applicable
                  Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with an ABR Borrowing in an equivalent amount (or, with respect to a Letter of Credit
                  denominated in Canadian Dollars and issued for the account of the Canadian Borrower, a Canadian Prime Rate Borrowing in an equivalent amount) and, to the extent so financed, the applicable Borrower’s obligation to make such payment shall
                  be discharged and replaced by the resulting ABR Borrowing or Canadian Prime Rate Borrowing, as the case may be.  If the applicable Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the
                  applicable LC Disbursement, the payment then due from the applicable Borrower in respect thereof and such Lender’s Applicable Percentage thereof.  Promptly following receipt of such notice, each Lender shall pay to the Administrative
                  Agent its Applicable Percentage of the payment then due from the applicable Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders.  Promptly
                  following receipt by the Administrative Agent of any payment from the applicable Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders
                  have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear.  Any payment made by a Lender pursuant to this paragraph to reimburse any Issuing Bank
                  for any LC Disbursement (other than the funding of ABR Revolving Loans or Canadian Prime Rate Revolving Loans (as contemplated above) shall not constitute a Loan and shall not relieve the applicable Borrower of its obligation to reimburse
                  such LC Disbursement.

                 

                
                  -91-

                  
                    


                

                (f)        Obligations Absolute.  The applicable Borrower’s obligation to reimburse LC Disbursements as
                  provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i)
                  any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein or herein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid
                  in any respect or any statement therein being untrue or inaccurate in any respect, (iii) any payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of
                  such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a
                  right of setoff against, the applicable Borrower’s obligations hereunder.  None of the Administrative Agent, the Lenders, the Issuing Banks 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 or any consequence arising from causes beyond the control of any such Issuing Bank; provided that the foregoing shall not be construed to excuse an Issuing Bank from liability to the applicable Borrower to the
                  extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the applicable Borrower to the extent permitted by applicable law) suffered by any Borrower
                  that are caused by such 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 an Issuing Bank (as finally determined by a court of competent jurisdiction), such 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, an 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.

                 

                
                  -92-

                  
                    


                

                (g)         Disbursement Procedures.  Each Issuing Bank shall, promptly following its receipt thereof,
                  examine all documents purporting to represent a demand for payment under a Letter of Credit issued by it.  Each Issuing Bank shall promptly notify the Administrative Agent and the Borrower Representative by telephone (confirmed by
                  facsimile) of such demand for payment received by it and whether such 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
                  applicable Borrower of its obligation to reimburse such Issuing Bank and the Lenders with respect to any such LC Disbursement.

                 

                (h)         Interim Interest.  If an Issuing Bank shall make any LC Disbursement, then, unless the U.S.
                  Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid Dollar 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 applicable Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans or Canadian Prime Rate Revolving Loans (as applicable) and such interest shall be payable on the date when
                  such reimbursement is due; provided that, if the applicable Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(g) 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 Lender pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be for the account
                  of such Lender to the extent of such payment.

                 

                (i)          Replacement of an Issuing Bank.  Any 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 Lenders of any such replacement of an Issuing Bank.  At the time
                  any such replacement shall become effective, the applicable Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b).  From and after the effective date of any such
                  replacement, (i) the successor Issuing Bank shall have all the rights and obligations of an 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.

                 

                
                  -93-

                  
                    


                

                (j)        Cash Collateralization.  If any Event of 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, each Borrower shall deposit in an account with the
                  Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders (the “LC Collateral Account”), an amount in cash equal to 105% of the Dollar Amount of its LC Exposure as of such date plus accrued
                  and unpaid interest thereon (it being acknowledged that the Canadian Borrower shall have no obligation to deposit cash collateral in connection with any LC Exposure attributable to the U.S. Borrower); 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 each Borrower hereby grants 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 applicable
                  Borrower’s 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 applicable 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
                  applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders), be applied to satisfy other Secured Obligations.  If the applicable Borrower is
                  required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the applicable Borrower within three (3) Business
                  Days after all such Events of Default have been cured or waived as confirmed in writing by the Administrative Agent.

                 

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

                 

                
                  -94-

                  
                    


                

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

                 

                (m)       Letters of Credit Issued for Subsidiaries.  Notwithstanding that a Letter of Credit issued or
                  outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary (including, in the case of the Company, the Canadian Borrower) the applicable Borrower shall be obligated to reimburse the applicable
                  Issuing Bank hereunder for any and all drawings under all Letters of Credit issued as applicable thereof.  Each Borrower hereby acknowledges that the issuance of Letters of Credit requested by it for the account of a Subsidiary inures to
                  the benefit of such Borrower, and that such Borrower’s business derives substantial benefits from the business of such Subsidiary.

                 

                (n)         Existing Letters of Credit.  Each Existing Letter of Credit shall be deemed to be a Letter of
                  Credit issued for the account of the U.S. Borrower on the Effective Date for all purposes hereof  and of the other Loan Documents (whether or not the U.S. Borrower was the applicant with respect thereto or otherwise responsible for
                  reimbursement obligations with respect thereto prior to the Effective Date).

                 

                (o)        Letters of Credit Independent.  The Borrowers acknowledge that the rights and obligations of
                  each Issuing Bank under each Letter of Credit is independent of the existence, performance or nonperformance of any contract or arrangement underlying such Letter of Credit, including contracts or arrangements between the Issuing Bank and
                  such Borrower and between the Borrower and such Issuing Bank.

                 

                (p)         Applicability of ISP and UCP.  Unless otherwise
                  expressly agreed by each Issuing Bank and the applicable Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of
                  Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit.

                 

                
                  -95-

                  
                    


                

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

                 

                (b)          Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date
                  of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance
                  with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the 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 applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and
                  including the date such amount is made available to the applicable Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate (in the case
                  of Dollar denominated amounts) or the Administrative Agent’s cost of funds (in the case of CAD denominated amounts) or (ii) in the case of the Borrowers, the interest rate applicable to ABR Loans (in the case of Dollar denominated
                  amounts) or Canadian Prime Rate Loans (in the case of CAD denominated amounts).  If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

                 

                SECTION 2.08.  Interest
                    Elections.  (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a EurodollarTerm Benchmark Borrowing or CDOR 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 EurodollarTerm Benchmark Borrowing or CDOR 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 Overadvances or Protective Advances, which may not be converted or continued.

                 

                
                  -96-

                  
                    


                

                (b)        To make an election pursuant to this Section, the Borrower Representative shall notify the
                  Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative was 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 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 other provision of this Section, a Borrower shall not be permitted to change the currency of any Borrowing.

                 

                (c)          Each telephonic and written Interest Election Request shall specify the following information in
                  compliance with Section 2.02:

                 

                (i)          the name of the applicable Borrower and the Borrowing to which such Interest
                  Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to
                  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)        the currency of the initial Borrowing and whether the resulting Borrowing is to
                  be an ABR Borrowing, Canadian Prime Rate Borrowing, a EurodollarTerm Benchmark Borrowing or a CDOR Borrowing; and

                 

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

                 

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

                 

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

                 

                
                  -97-

                  
                    


                

                (e)          If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a
                  EurodollarTerm Benchmark
                  Borrowing or a CDOR 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 any EurodollarTerm Benchmark Borrowing made under
                  the U.S. Facility, such Borrowing shall be converted to an ABR Borrowing, (ii) in the case of any CDOR Borrowing, such Borrowing shall be converted to a Canadian Prime Rate Borrowing and (iii) in the case of any EurodollarTerm Benchmark Borrowing made under
                  the Canadian Subfacility, such Borrowing shall become due and payable on the last day of such Interest Period.  Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative
                  Agent, at the request of the Required Lenders, so notifies the Borrower Representative, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a EurodollarTerm Benchmark Borrowing or a CDOR
                  Borrowing and (ii) unless repaid, (x) each EurodollarTerm





                      Benchmark Borrowing made under the U.S. Facility shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto, (y) each CDOR Borrowing made under the Canadian
                  Subfacility shall be converted to a Canadian Prime Rate Borrowing at the end of the Interest Period applicable thereto and (z) each EurodollarTerm Benchmark Borrowing made under the Canadian Subfacility shall be converted to an ABR Borrowing at
                  the end of the Interest Period applicable thereto.

                 

                SECTION 2.09.  Termination
                    and Reduction of Commitments; Increase in Commitments.  (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.

                 

                (b)          The Borrowers may at any time terminate the Commitments upon (i) the payment in full of all
                  outstanding Revolving Loans, together with accrued and unpaid interest thereon and on any LC Exposure, (ii) the 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 such date), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations, together with accrued and unpaid interest thereon.

                 

                (c)        The Borrowers may from time to time reduce the Commitments or the Canadian Revolving Sub-Commitments;
                  provided that (i) each reduction of (x) the Commitments shall be in an amount that is an integral multiple of $5,000,000 and not less than $10,000,000 and (y) the Canadian Revolving Sub-Commitments shall be in an amount that is an
                  integral multiple of $1,000,000 and not less than $1,000,000 and (ii) the Borrowers shall not terminate or reduce the Commitments if, after giving effect thereto and to any concurrent prepayment of
                  the Revolving Loans in accordance with Section 2.11, (A) the Borrower would not be in compliance with each of the Revolving Exposure Limitations or (B) the Canadian Sublimit exceeds 10% of the Aggregate Commitments.

                 

                (d)         The Borrower Representative shall notify the Administrative Agent of any election to terminate or
                  reduce the Commitments (or, as applicable, the Canadian Revolving Sub-Commitments) under paragraph (b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such
                  election and the effective date thereof.  Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof.  Each notice delivered by the Borrower 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 or reduction of the Commitments (or, as
                  applicable, the Canadian Revolving Sub-Commitments) shall be permanent.  Each reduction of the Commitments (or, as applicable, the Canadian Revolving Sub-Commitments) shall be made ratably among the Lenders in accordance with their
                  respective Commitments (or, as applicable, the Canadian Revolving Sub-Commitments).

                 

                
                  -98-

                  
                    


                

                (e)         The Borrowers shall have the right to increase the Aggregate Commitments by obtaining additional
                  Commitments, either from one or more of the Lenders or, to the extent the then existing Lenders decline to provide the entire requested amount of such increase, other lending institutions, provided that (i) any such request for an
                  increase shall be in a minimum amount of $10,000,000, (ii) the Borrower Representative, on behalf of the Borrowers, may make a maximum of three (3) such requests, (iii) after giving effect thereto,
                  the sum of the total of the additional Commitments does not exceed $50,000,000, (iv) the Administrative Agent and each Issuing Bank have approved the identity of any such new Lender, such approvals not to be unreasonably withheld, (v) any
                  such new Lender assumes all of the rights and obligations of a “Lender” hereunder, and (vi) the procedure described in Section 2.09(f) have been satisfied.  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 Commitment hereunder at any time. As of the Second
                      Amendment Effective Date, the entire amount of the additional Commitments permitted to be increased hereunder has been used and the total additional Commitments permitted to be increased hereunder after the Second Amendment Effective
                      Date is $0.

                 

                (f)          Any amendment hereto to reflect the implementation of such increase or addition shall be in form and
                  substance reasonably satisfactory to the Administrative Agent and shall only require the written signatures of the Administrative Agent, the Borrowers and each Lender being added or increasing its Commitment, subject only to the approval
                  of all Lenders if any such increase or addition would cause the Commitments to exceed $300,000,000.  As a condition precedent to such an increase or addition, the Borrowers shall deliver to the Administrative Agent (i) a certificate of
                  each Loan Party signed by an authorized officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrowers, certifying that,
                  before and after giving effect to such increase or addition, (1) the representations and warranties contained in Article III and the other Loan Documents are true and correct in all material respects (except that any
                  representation or warranty which by its terms is made as of a specified date shall be true and correct in all material respects only as of such specified date, and any representation or warranty which is subject to any materiality
                  qualifier shall be required to be true and correct in all respects), (2) no Default exists and (3) the Borrowers are in compliance (on a pro forma basis) with the covenant contained in Section 6.13 (whether or not a Financial
                  Covenant Period is then in effect) and (ii) legal opinions and documents consistent with those delivered on the Effective Date, to the extent requested by the Administrative Agent.

                 

                
                  -99-

                  
                    


                

                (g)         On the effective date of any such increase or addition, (i) any Lender increasing (or, in the case of
                  any newly added Lender, extending) its Commitment 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 increase or addition and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its
                  revised Applicable Percentage of such outstanding Revolving Loans, and the Administrative Agent 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)  the Borrowers shall be deemed to have repaid and
                  reborrowed all outstanding Revolving Loans as of the date of any increase (or addition) in the Aggregate 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 EurodollarTerm Benchmark Loan and CDOR 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.  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 Borrower Representative, whereupon such revised Commitment Schedule shall replace the
                  old Commitment Schedule and become part of this Agreement.

                 

                SECTION 2.10.   Repayment
                    of Loans; Evidence of Debt.  (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan on the Maturity Date, (ii) to the
                  Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance
                  on the earliest of the Maturity Date, the 30th day after such Overadvance is made and demand by the Administrative Agent.

                 

                (b)         At all times during a Cash Dominion Period, on each Business Day, the Administrative Agent shall
                  apply all funds credited to the U.S. Collection Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available) first to prepay any U.S.
                  Protective Advances and U.S. Overadvances that may be outstanding and any other U.S. Obligations that are then due and payable, pro rata, second to prepay the U.S. Revolving Loans, third to cash collateralize outstanding
                  LC Exposure, fourth to prepay any Canadian Protective Advances and Canadian Overadvances that may be outstanding and any other Foreign Obligations that are then due and payable, pro rata, and fifth to prepay the Canadian
                  Revolving Loans.  At all times during a Cash Dominion Period, on each Business Day, the Administrative Agent shall apply all funds credited to the Canadian Collection Account on such Business Day or the immediately preceding Business Day
                  (at the discretion of the Administrative Agent, whether or not immediately available) first to prepay any Canadian Protective Advances and Canadian Overadvances that may be outstanding and any other Foreign Obligations that are
                  then due and payable, pro rata, second to prepay the Canadian Revolving Loans and third to cash collateralize outstanding LC Exposure owing by or for the account of any Foreign Loan Party.

                 

                
                  -100-

                  
                    


                

                (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 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 (c) or (d) of this Section shall be
                  prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in
                  any manner affect the obligation of the 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 the order of 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 payable to
                  the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

                 

                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 (e) of this Section and, if applicable, payment of
                  any break funding expenses under Section 2.16.

                 

                (b)        Except for Overadvances permitted under Section 2.05, in the event and on each occasion that
                  the Borrowers are not in compliance with the Revolving Exposure Limitations (including following any Revaluation Date), the U.S. Borrower shall prepay U.S. Revolving Loans or, as applicable, the Canadian Borrower shall prepay Canadian
                  Revolving Loans (or, if no such Loans are outstanding, the applicable Borrower shall cash collateralize outstanding Letters of Credit) in an aggregate amount that, after giving effect to such prepayments or cash collateralization the
                  Borrowers shall be in compliance with the Revolving Exposure Limitations.

                 

                
                  -101-

                  
                    


                

                (c)         In the event and on each occasion that any Net Proceeds are received by or on behalf of any Loan
                  Party or any Subsidiary in respect of any Prepayment Event, the Borrowers shall, within three (3) Business Days after receipt of such Net Proceeds by any Loan Party or any Subsidiary, prepay Obligations as set forth in Section 2.11(d)
                  below in an aggregate amount equal to the amount by which all such Net Proceeds received by any Loan Party or any such Subsidiary during the Fiscal Year exceeded $2,500,000.  Notwithstanding the foregoing and provided no Event of Default
                  has occurred and is continuing, 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 apply the Net Proceeds from such event (or a
                  portion thereof specified in such certificate) within 180 days after receipt of such Net Proceeds, to acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of
                  the Loan Parties, then either (i) so long as a Cash Dominion Period is not in effect, no prepayment shall be required pursuant to this paragraph in respect of the amount of Net Proceeds specified in such certificate or (ii) if a Cash
                  Dominion Period is in effect, all such Net Proceeds shall be applied by the Administrative Agent to prepay the Obligations as set forth in Section 2.11(d); provided that, in any such case, to the extent any such Net
                  Proceeds to be so reinvested have not been so applied by the end of such 180-day period, a prepayment shall be required at such time in an amount equal to such Net Proceeds that have not been so applied.

                 

                (d)          All Net Proceeds of a U.S. Loan Party or any Subsidiary thereof (other than a Foreign Loan Party)
                  pursuant to Section 2.11(c) shall be applied, first to prepay any U.S. Protective Advances and U.S. Overadvances that may be outstanding and any other U.S. Obligations that are then due and payable, pro rata, second
                  to prepay the U.S. Revolving Loans, third to cash collateralize outstanding LC Exposure, fourth to prepay any Canadian Protective Advances and Canadian Overadvances that may be outstanding and any other Foreign Obligations
                  that are then due and payable, pro rata, and fifth to prepay the Canadian Revolving Loans.  All Net Proceeds of a Foreign Loan Party or any Subsidiary thereof (other than a U.S. Loan Party) pursuant to Section 2.11(c)
                  shall be applied, first to prepay any Canadian Protective Advances and Canadian Overadvances that may be outstanding and any other Foreign Obligations that are then due and payable, pro rata, second to prepay the Canadian
                  Revolving Loans, and third, to cash collateralize outstanding LC Exposure owing by or for the account of any Foreign Loan Party.

                 

                
                  -102-

                  
                    


                

                (e)          The Borrower Representative shall notify the Administrative Agent by telephone (confirmed by
                  facsimile) of any prepayment hereunder not later than (i) 10:00 a.m., Chicago time, (A) in the case of prepayment of a EurodollarTerm Benchmark Borrowing or CDOR Borrowing, three (3) Business Days before the date of prepayment, or (B) in the case of prepayment
                  of an ABR Borrowing or a Canadian Prime Rate Borrowing, on the date of prepayment.  Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided
                  that, if a notice of prepayment is given in connection with a conditional notice of termination of the 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 Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof.  Each partial prepayment of any Borrowing
                  shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02.  Each prepayment of a Borrowing shall be applied ratably to the Revolving Loans included in the
                  prepaid Borrowing.  Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16.

                 

                SECTION 2.12.   Fees. 
                  (a) The U.S. Borrower agrees to pay to the Administrative Agent for the ratable account of each Lender a commitment fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of the Available Commitment during the
                  period from and including the Effective Date to but excluding the date on which the Commitments terminate.  Accrued commitment fees shall be payable in arrears on the first Business Day of each calendar month, 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 Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on
                  demand.  All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed, (including the first day but excluding the last day).

                 

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

                 

                
                  -103-

                  
                    


                

                (c)         The U.S. Borrower agrees to pay to the Administrative Agent and the Bookrunner, for their own
                  accounts, fees payable in the amounts and at the times separately agreed upon between the U.S. Borrower, the Administrative Agent and the Bookrunner.

                 

                (d)         All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the
                  Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders.  Fees paid 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 EurodollarTerm Benchmark Borrowing shall bear interest at the Adjusted LIBOTerm SOFR Rate for the Interest Period in effect for such
                  Borrowing plus the Applicable Rate.

                 

                (c)          The Loans comprising each Canadian Prime Rate Borrowing shall bear interest at the Canadian Prime
                  Rate plus the Applicable Rate.

                 

                (d)          The Loans comprising each CDOR Borrowing shall bear interest at the CDOR Rate for the Interest
                  Period in effect for such Borrowing plus the Applicable Rate.

                 

                (e)          Each U.S. Protective Advance and each U.S. Overadvance shall bear interest at the Alternate Base
                  Rate plus the Applicable Rate plus 2%.

                 

                (f)          Each Canadian Protective Advance and each Canadian Overadvance shall (i) if denominated in Dollars,
                  bear interest at the Alternate Base Rate plus the Applicable Rate plus 2%, and (ii) if denominated in Canadian Dollars, bear interest at the Canadian Prime Rate plus the Applicable Rate plus 2%.

                 

                (g)         Notwithstanding the foregoing, during the occurrence and continuance of a Specified Event of Default,
                  all amounts shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of any Loan, at 2% plus the rate otherwise applicable to such Loans as provided in the preceding paragraphs of this Section or
                  (ii) in the case of any other amount outstanding hereunder, at 2% plus the rate of interest otherwise applicable to ABR Borrowings.

                 

                
                  -104-

                  
                    


                

                (h)          Accrued interest on each Loan (for ABR Loans and Canadian Prime Rate Loans, accrued through the last
                  day of the prior calendar month) shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (g) of this Section shall
                  be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan or Canadian Prime Rate 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 (iii) in the event of any conversion of any EurodollarTerm Benchmark Loan or CDOR 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.

                 

                (i)          All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by
                    reference to the Alternate Base Rate, CDOR Rate and the Canadian Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed
                    (including the first day but excluding the last day).  The applicable Alternate Base Rate, Canadian Prime Rate, Adjusted LIBOTerm SOFR Rate, LIBO Rate
                    or CDOR Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. For the purposes of the Interest Act (Canada), the yearly rate of
                    interest to which any rate calculated on the basis of a period of time different from the actual number of days in the year (360 days, for example) is equivalent to a rate calculated by multiplying the stated rate by the actual number
                    of days in the year (365 or 366, as applicable) and dividing by the number of days in the shorter period (360 days, in the example).

                 

                SECTION 2.14.   Alternate
                    Rate of Interest.  If prior to the commencement of any Interest Period for a Eurodollar Borrowing or CDOR Borrowing:

                 

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

                 

                (i)          (a) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do
                  not exist for ascertaining (including, without limitation, by means of an Interpolated Ratethe Adjusted Term SOFR Rate or the Term SOFR Rate (including because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period or because the LIBOCDOR Screen Rate or the CDOR Screen Rate (as applicable) is not available or published on a current basis) the Adjusted LIBO Rate, the LIBO Rate or the CDOR Rate, as applicable, for such Interest Period; or

                 

                (ii)          (b) the Administrative Agent is advised by the Required Lenders that prior to the commencement of any Interest Period for a Term Benchmark Borrowing, the Adjusted LIBOTerm SOFR Rate, the LIBOTerm SOFR Rate, or the CDOR Rate, as applicable, for the applicablesuch Interest Period will not
                  adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

                 

                
                  -105-

                  
                    


                

                then the Administrative Agent shall give notice thereof to the Borrower Representative and the Lenders by electronic communicationthrough 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
                      with respect to the relevant Benchmark and (y) the Borrowers deliver 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, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of
                  any Borrowing as, a EurodollarTerm Benchmark Borrowing or CDOR Borrowing shall be ineffective and any such EurodollarBorrowing Request that requests a Term Benchmark
                  Borrowing or CDOR Borrowing shall instead be repaid on the last day of the then currentdeemed to be an Interest PeriodElection Request or a Borrowing Request, as applicable thereto, and (ii) if
                      any Borrowing Request requests a Eurodollar Borrowing or CDOR Borrowing, such Borrowing shall be made asfor an ABR Borrowing or Canadian Prime Rate Borrowing, as applicable (and no Dollar denominated Loans shall be made available under the Canadian Subfacility); provided that if the circumstances giving rise to
                  such notice affect only one Type of BorrowingBorrowings, then theall other Types of BorrowingBorrowings shall be permitted.  Furthermore, if any Term Benchmark Loan 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(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 Borrowers deliver 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, 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 if the Adjusted Daily Simple SOFR is the subject of Section 2.14(a)(i) or (ii) above,
                      on such day.

                 

                (b)         Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.14), if a Benchmark
                      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 (x) if a Benchmark Replacement is determined in accordance with clause
                      (1) of the definition of “Benchmark Replacement” 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 (2) of the definition of “Benchmark Replacement” 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.

                 

                
                  -106-

                  
                    


                

                (c)        Notwithstanding anything to the contrary herein or in any other Loan Document, 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.

                 

                (d)       The Administrative Agent will promptly notify the Borrower Representative and the Lenders of (i) any occurrence of a Benchmark Transition Event, (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 (f) 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.

                 

                (e)        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 the Term SOFR 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.

                 

                
                  -107-

                  
                    


                

                (f)          Upon the Borrower Representative’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrowers 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, the Borrowers will be deemed to have converted any such request for a Term Benchmark Borrowing into
                      a request for a Borrowing of or conversion to an ABR. 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 Loan is outstanding on the date of the Borrower Representative’s receipt of notice of the
                      commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 2.14, 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 on such
                      day.

                 

                (g)          (c) If any Lender determines that any Requirement of Law has made it unlawful, or if any Governmental Authority has asserted that it is unlawful, for any
                  Lender or its applicable lending office to make, maintain, fund or continue any Eurodollar Borrowing or CDOR Borrowing, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London
                      interbank market, then, on notice thereof by such Lender to the Borrower Representative through the Administrative Agent, any obligations of such Lender to make, maintain, fund or continue (i) EurodollarCDOR
                  Loans or to convert ABRCanadian Prime Rate Borrowings to EurodollarCDOR Borrowings or (ii) CDOR Loans
                      or convert Canadian Prime Rate Borrowings to CDOR Borrowings, in any case, 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 (x) in the case of Eurodollar Borrowings, prepay all EurodollarCDOR Borrowings of such Lender or convert
                      all Eurodollar Borrowings of such Lender to ABR Borrowings or (y) in the case of CDOR Borrowing, prepay all CDOR Borrowings of such Lender or convert all CDOR Borrowings of such Lender to Canadian Prime Rate Borrowings, in each case, either on the last day of the Interest Period therefor, if such Lender may lawfully
                  continue to maintain such Eurodollar Borrowings or CDOR Borrowings
                      (as applicable) to such day, or immediately, if such Lender may not lawfully continue to maintain such Loans.  Upon any such conversion or prepayment, the Borrowers will also pay accrued
                  interest on the amount so converted or prepaid.

                 

                
                  -108-

                  
                    


                

                (h)          (d) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth
                  in clause (a) of this Section 2.14 have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a) of this Section 2.14 have not arisen but the supervisor for the
                  administrator of the LIBO Screen Rate, the CDOR Screen Rate or a Governmental Authority having jurisdiction over the
                  Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate or the CDOR
                  Screen Rate (as applicable) shall no longer be used for determining interest rates for loans, then the Administrative Agent
                  and the Borrowers shall endeavor in good faith and in a reasonable and diligent manner to establish an alternate rate of interest to the LIBO Rate or the CDOR Rate, as the case may be, that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States (or Canada, in the case of the CDOR Rate) at such
                  time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not
                  include a reduction of the Applicable Rate).   Notwithstanding anything to the contrary in Section 9.02, such amendment shall become effective without any further action or consent of any other party to this
                  Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that
                  such Required Lenders object to such amendment.  Until an alternate rate of interest shall be determined in accordance with this clause (dh) (but, in the case of the circumstances described in clause (a) of this Section 2.14, only to the
                  extent the LIBO Screen Rate or the CDOR Screen Rate for such Interest Period is not available or published at such time on a
                  current basis), (x) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar




                      Borrowing or a CDOR Borrowing (as applicable) shall be ineffective and (y) if any
                  Borrowing Request requests a Eurodollar Borrowing or a CDOR Borrowing, such Borrowing shall be made as an ABR Borrowing or a Canadian Prime Rate Borrowing, as applicable; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

                 

                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 LIBOTerm SOFR Rate) or the Issuing Bank;

                 

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

                 

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

                 

                and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing,
                  converting into or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of
                  Credit or to reduce the amount of any sum received or receivable by such Lender, the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the applicable Borrower 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.

                 

                
                  -109-

                  
                    


                

                (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 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 shall be delivered to the Borrower Representative and shall be conclusive absent manifest error. 
                  Such certificate shall be in reasonable detail reflecting the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be.  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.

                 

                (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.

                 

                
                  -110-

                  
                    


                

                 
                 
                  SECTION 2.16.  Break Funding Payments.  In the event of (a) the payment of
                    any principal of any EurodollarTerm Benchmark Loan or CDOR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or as a result of any prepayment pursuant to Section 2.11), (b) the
                    conversion of any EurodollarTerm Benchmark Loan or CDOR Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any EurodollarTerm Benchmark Loan or CDOR Loan on the date specified in any notice delivered pursuant hereto
                    (regardless of whether such notice may be revoked under Section 2.09(d) and is revoked in accordance therewith), or (d) the assignment of any EurodollarTerm Benchmark Loan or CDOR 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 applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to
                    such event.  In the case of a EurodollarTerm
                        Benchmark Loan or CDOR 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 EurodollarTerm Benchmark Loan or CDOR Loan had such event not occurred, at the Adjusted LIBOTerm SOFR Rate or CDOR Rate, as applicable, that would have been applicable to such EurodollarTerm Benchmark Loan or CDOR Loan, as applicable,
                    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
                    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 deposits in the applicable
                    currency of a comparable amount and period from other banks in the eurodollar or Canadian interbank market, as the case may be.  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 Loan Parties.  The Loan Parties shall timely pay to the
                    relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.

                   

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

                   

                  
                    -111-

                    
                      


                  

                  (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 paragraph (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.

                   

                  
                    -112-

                    
                      


                  

                  (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),
                    executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax;

                   

                  (B)        any Foreign Lender shall, to the extent it is legally entitled to do so, deliver
                    to the Borrower 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, executed originals of IRS Form W-8BEN or W-8BEN-E, as applicable (or successor form), 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 W-8BEN-E, as applicable (or successor form),
                    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, executed originals of 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 substantially in the form of Exhibit E-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10
                    percent shareholder” of a Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed
                    originals of IRS Form W-8BEN or W-8BEN-E; or

                   

                  
                    -113-

                    
                      


                  

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

                   

                  (C)        any Foreign Lender shall, to the extent it is legally entitled to do so, deliver
                    to the Borrower 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.

                   

                  
                    -114-

                    
                      


                  

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

                   

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

                   

                  (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 2:00 p.m., Chicago time, on the date when due, in immediately available funds, without set‐off or counterclaim.  Any amounts received after such
                    time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon.  All such payments shall be made to the
                    Administrative Agent at its offices at 10 South Dearborn Street, 22nd Floor, Chicago, Illinois (or as otherwise directed by the Administrative Agent),
                    except payments to be made directly to an Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled
                    thereto.  The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof.  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 of principal or interest in respect of any Loan shall, except as otherwise expressly provided herein, be made in the currency of such Loan and all payments in respect of LC Disbursements and all other payments hereunder and
                    under each other Loan Document shall be made in Dollars.

                   

                  
                    -115-

                    
                      


                  

                  (b)         Any proceeds of Collateral received by the Administrative Agent (i) not constituting either (A) a
                    specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrowers), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11)
                    or (C) amounts to be applied from the Collection Account when a Cash Dominion Period is in effect (which shall be applied in accordance with Section 2.10(b)) 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:

                   

                  (1)        with respect to proceeds of Collateral of U.S. Loan Parties, be applied
                    ratably:  first, to pay any fees, indemnities, or expense reimbursements then due to the Administrative Agent and the Issuing Bank from the U.S. Loan Parties (other than in connection with Banking Services Obligations or Swap
                    Agreement Obligations), second, to pay any fees, indemnification or expense reimbursements then due to the Lenders from the U.S. Loan Parties (other than in connection with Banking Services Obligations or Swap Agreement
                    Obligations), third, to pay interest due in respect of the U.S. Protective Advances and U.S. Overadvances ratably, fourth, to pay the principal of the U.S. Protective Advances and U.S. Overadvances ratably, fifth,
                    to pay interest then due and payable on the U.S. Revolving Loans (other than the U.S. Protective Advances and U.S. Overadvances) ratably, sixth, to pay or prepay principal on the U.S. Revolving Loans (other than the U.S.
                    Protective Advances and U.S. Overadvances) and unreimbursed LC Disbursements owing by the U.S. Loan Parties, seventh, 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, eighth, to payment of any amounts owing from U.S. Loan Parties with respect to Banking Services Obligations and Swap Agreement Obligations up to and including the
                    amount most recently provided to the Administrative Agent pursuant to Section 2.22, ninth, to the payment of any other U.S. Secured Obligation due to the Administrative Agent or any Secured Party by the U.S. Loan Parties
                    and tenth to make payments under the U.S. Guaranty in respect of the Foreign Secured Obligation in the manner, and in such order, as set forth in Section 2.18(b)(2).  Notwithstanding the foregoing amounts received from
                    any Loan Party shall not be applied to any Excluded Swap Obligation of such Loan Party.

                   

                  
                    -116-

                    
                      


                  

                  (2)          with respect to proceeds of Collateral of Foreign Loan Parties and proceeds of
                    Collateral of U.S. Loan Parties (utilized to satisfy obligations under the U.S. Guaranty in respect of the Foreign Secured Obligation), be applied ratably:  first, to pay any fees, indemnities, or expense reimbursements owing
                    then due to the Administrative Agent and the Issuing Bank by the Foreign Loan Parties (other than in connection with Banking Services Obligations or Swap Agreement Obligations), second, to pay any fees, indemnification or
                    expense reimbursements then due to the Lenders from the Foreign Loan Parties (other than in connection with Banking Services Obligations or Swap Agreement Obligations), third, to pay interest due in respect of the Canadian
                    Protective Advances and Canadian Overadvances ratably, fourth, to pay the principal of the Canadian Protective Advances and Canadian Overadvances ratably, fifth, to pay interest then due and payable on the Canadian
                    Revolving Loans (other than the Canadian Protective Advances and Canadian Overadvances) ratably, sixth, to pay or prepay principal on the Canadian Revolving Loans (other than the Canadian Protective Advances and Canadian
                    Overadvances) and unreimbursed LC Disbursements owing by, or for the account of, the Foreign Loan Parties, seventh, to pay an amount to the Administrative Agent equal to one hundred five percent (105%) of the Aggregate LC
                    Exposure of the Foreign Loan Parties, to be held as cash collateral for such Obligations, eighth, to payment of any amounts owing from Foreign Loan Parties with respect to Banking Services Obligations and Swap Agreement
                    Obligations up to and including the amount most recently provided to the Administrative Agent pursuant to Section 2.22, and ninth, to the payment of any other Foreign Secured Obligation due to the Administrative Agent or
                    any Secured Party by the Foreign Loan Parties.

                   

                  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 EurodollarTerm Benchmark Loan of a Class or a CDOR 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 or Canadian Prime Rate Loans of the same Class and, in any such event, the applicable 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.  For greater certainty, and
                    notwithstanding any other term of any Loan Documents to the contrary, no proceeds of Collateral of the Foreign Loan Parties shall be used to satisfy any U.S. Secured Obligations.

                   

                  
                    -117-

                    
                      


                  

                  (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, provided amounts from any Foreign Loan Party shall only be applied to pay Foreign Secured Obligations.  Each Borrower hereby irrevocably authorizes (i) the Administrative Agent to make a
                    Borrowing for the purpose of paying each payment of principal, interest and fees owing by such Borrower (or in the case of the U.S. Borrower, owing by either Borrower) 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 Overadvances, but such a Borrowing may only constitute a Protective Advance if it is to reimburse costs, fees and expenses as described in Section
                      9.03) and that all such Borrowings shall be deemed to have been requested by the relevant Borrower pursuant to Section 2.03, 2.04 or 2.05, as applicable, and (ii) the Administrative Agent to charge any
                    deposit account of such Borrower maintained with the Administrative Agent for each payment of principal, interest and fees owing by such Borrower (or in the case of the U.S. Borrower, owing by either Borrower) as it becomes due
                    hereunder or any other amount due under the Loan Documents.

                   

                  (d)         If, except as otherwise expressly provided herein, 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 resulting in such Lender receiving payment of a greater proportion of the
                    aggregate amount of its Loans and participations in LC Disbursements 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 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; 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 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.

                   

                  
                    -118-

                    
                      


                  

                  (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 Federal Funds Effective Rate and a rate determined by the Administrative
                    Agent in accordance with banking industry rules on interbank compensation.

                   

                  (f)          If any Lender 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 (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; 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.

                   

                  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 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) in the reasonable judgment of such Lender 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.

                   

                  
                    -119-

                    
                      


                  

                  (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 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), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC
                    Disbursements, 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 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.

                   

                  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 Commitment of such Defaulting Lender
                    pursuant to Section 2.12(a);

                   

                  (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 Commitment and Revolving Exposure 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 LC Exposure exists at the time a Lender becomes a Defaulting Lender then:

                   

                  
                    -120-

                    
                      


                  

                  (i)         all or any part of the 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 Commitment;

                   

                  (ii)         if the reallocation described in clause (i) above cannot, or can only
                    partially, be effected, the U.S. Borrower shall within one (1) Business Day following notice by the Administrative Agent 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 U.S. Borrower cash collateralizes 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(b) with respect to such Defaulting Lender’s LC Exposure during the period such
                    Defaulting Lender’s LC Exposure is cash collateralized;

                   

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

                   

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

                   

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

                   

                  
                    -121-

                    
                      


                  

                  If (i) a Bankruptcy Event with respect to the Parent of any Lender shall occur following the date hereof and
                    for so long as such event shall continue or (ii) the 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
                    Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless the Issuing Bank shall have entered into arrangements with the Borrowers or such Lender, satisfactory to the Issuing Bank to defease any risk 
                    to it in respect of such Lender hereunder.

                   

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

                   

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

                   

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

                   

                  
                    -122-

                    
                      


                  

                  SECTION 2.23.   MIRE
                      Event.  No MIRE Event may be closed until the date that is (a) if there is no Real Property subject to a Mortgage in a “special flood hazard area”, ten (10) Business Days or (b) if there is any Real Property subject to a Mortgage
                    in a “special flood hazard area”, thirty (30) days (in each case, the “Notice Period”), after the Administrative Agent has delivered to the Lenders the following documents in respect of such Real Property (which may be delivered
                    electronically on an Electronic System): (i) a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Real Property subject to a Mortgage (together with a notice about special flood
                    hazard area status and flood disaster assistance duly executed by the Borrower or the applicable Loan Party in the event any such Real Property subject to a Mortgage is located in a special flood hazard area) and (ii) if required by
                    Flood Laws, evidence of flood insurance as required by Section 5.10; provided, that any such MIRE Event may be closed prior to end of the Notice Period if the Administrative Agent shall have received confirmation from
                    each applicable Lender that such Lender has completed any necessary flood insurance diligence to its reasonable satisfaction.

                   

                  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 (x) filings necessary to perfect Liens created pursuant to the Loan Documents and (y) customary disclosure filings with the SEC to be made by the Company promptly following the Effective Date, (b) will
                    not violate any Requirement of Law applicable to any Loan Party or any Subsidiary, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary or the
                    assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary (other than payments of existing Indebtedness to be made on the Effective Date), 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.

                   

                  
                    -123-

                    
                      


                  

                  SECTION 3.04.   Financial
                      Condition; No Material Adverse Effect.  (a) The Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and
                    for the Fiscal Year ended December 31, 2014, reported on by KPMG LLP, and (ii) as of and for the Fiscal Month and the portion of the Fiscal Year ended August 31, 2015, certified by a Financial Officer of the Company.  Such financial
                    statements present fairly, in all material respects, the financial position and results of operations and cash flows 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 in the case of the statements referred to in clause (ii) above.

                   

                  (b)          No event, change or condition has occurred that has had, or could reasonably be expected to have,
                    a Material Adverse Effect, since December 31, 2014.

                   

                  SECTION 3.05.   Properties. 





                    (a) As of the date of this Agreement, Schedule 3.05 sets forth the address of each parcel of real property that is owned or leased by any Loan Party other than (i) unimproved parking lots or (ii) sales
                    offices which do not maintain the books and records relating to any assets included in the determination of the Borrowing Base or Collateral with a value in excess of $25,000.  Each of the leases and subleases relating to the Loan
                    Parties’ leasehold interest in such facilities described above is valid and enforceable in accordance with its terms and is in full force and effect, and no material default by any Loan Party, or to the knowledge of any Loan Party, any
                    other party to any such lease or sublease exists.  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 its Subsidiaries own, or possess the right to use, all of the trademarks,
                    service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are material to the operation of their respective businesses, without
                    conflict with the rights of any other Person.  Except as could not reasonably be expected to result in a Material Adverse Effect, no slogan or other advertising device, product, process, method, substance, part or other material now
                    employed, or now contemplated to be employed, by the Loan Parties or any Subsidiary infringes upon any rights held by any other Person.  No claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Loan
                    Parties, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

                   

                  SECTION 3.06.   Litigation. 

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

                   

                  
                    -124-

                    
                      


                  

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

                   

                  SECTION 3.07.   Compliance





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

                   

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

                   

                  SECTION 3.09.  Taxes. 





                    Each Loan Party and each Subsidiary has timely filed or caused to be filed all federal, state and other material Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid
                    by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the
                    failure to do so could not be expected to result, either individually or in the aggregate, in a Material Adverse Effect.  No tax liens have been filed. No claims are being presently asserted with respect to any delinquent Taxes that
                    could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.  Each Loan Party and each of its respective Subsidiaries has withheld all employee withholdings and has made all employer
                    contributions to be withheld and made by it pursuant to applicable law on account of the Canadian Pension Plans and the Canada Benefit Plans, employment insurance and employee income taxes, except where the failure to do so,
                    individually or in the aggregate, would not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect.

                   

                  SECTION 3.10.   ERISA;
                      Canadian Pension Plans.

                   

                  (a)         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.

                   

                  
                    -125-

                    
                      


                  

                  (b)         Schedule 3.10 lists as of the First Amendment Effective Date all Canadian Benefit Plans and
                    Canadian Pension Plans currently maintained or contributed to by the Loan Parties and their Subsidiaries.  Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, as of the
                    Effective Date, the Canadian Pension Plans are duly registered under the ITA and all other applicable laws which require registration.  Except as could not reasonably be expected, individually or in the aggregate, to result in a
                    Material Adverse Effect, (i) each Loan Party and each of their Subsidiaries has complied with and performed all of its obligations under and in respect of the Canadian Pension Plans and Canadian Benefit Plans under the terms thereof,
                    any funding agreements and all applicable laws (including any fiduciary, funding, investment and administration obligations), (ii) all employer and employee payments, contributions or premiums to be remitted, paid to or in respect of
                    each Canadian Pension Plan or Canadian Benefit Plan have been paid in a timely fashion in accordance with the terms thereof, any funding agreement and all applicable laws, and (iii) there have been no improper withdrawals or
                    applications of the assets of the Canadian Pension Plans or the Canadian Benefit Plans.  To the knowledge of the Borrower Representative, no facts or circumstances have occurred or existed that could result, or be reasonably anticipated
                    to result, in the declaration of a termination of any Canadian Pension Plan by any Governmental Authority under applicable laws.  No promises of benefit improvements under the Canadian Pension Plans or the Canadian Benefit Plans have
                    been made except where such improvement could not be reasonably expected to have a Material Adverse Effect, and, in any event, no such improvements will result in a solvency deficiency or going concern unfunded liability in the affected
                    Canadian Pension Plans which could be reasonably expected to have a Material Adverse Effect.  The pension fund under each Canadian Pension Plan is exempt from the payment of any income tax and there are no material taxes, penalties or
                    interest owing in respect of any such pension fund. All material reports and disclosures relating to the Canadian Pension Plans required by such plans and any Requirement of Law to be filed or distributed have been filed or
                    distributed.  No Canadian Benefit Plans (other than any applicable Canadian MEPP or saving plans (that are not pension plans) with respect to benefits accrued to termination of service) provide for benefits beyond retirement or other
                    termination of service to employees or former employees or to the beneficiaries or dependents of such employees.  There are no outstanding disputes concerning the assets of the Canadian Pension Plans or the Canadian Benefit Plans which
                    could be reasonably expected to have a Material Adverse Effect.  Each of the Canadian Pension Plans is fully funded on both a going concern and on a solvency basis (using actuarial methods and assumptions which are consistent with the
                    valuations last filed with the applicable Governmental Authorities and which are consistent with generally accepted actuarial principles) and no Termination Event has occurred.  No Lien has arisen, choate or inchoate, in respect of any
                    Loan Party or its Subsidiaries or their property in connection with any Canadian Pension Plan (save in respect of contribution amounts not yet due) or Canadian Benefit Plan.  No Loan Party contributes to, sponsors or maintains (or in
                    the past five years has contributed to, sponsored or maintained) a Canadian Defined Benefit Plan.

                   

                  
                    -126-

                    
                      


                  

                  SECTION 3.11.   Disclosure.

                   

                  (a)          None of the reports, financial statements, certificates or other information furnished by or on
                    behalf of any Loan Party or any Subsidiary to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document, as modified or supplemented by other information so furnished,
                    contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect
                    to projected financial information, the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered and, if such projected financial information was
                    delivered prior to the Effective Date, as of the Effective Date (it being understood and agreed that (i) projections are subject to inherent uncertainties and contingencies which may be outside the control of any Loan Party and that no
                    assurance can be given that such projected financial information will be realized and (ii) no representation or warranty is made with respect to information of a general economic or general industry nature).

                   

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

                   

                  SECTION 3.12.   Material
                      Agreements; Trade Relations.

                   

                  (a)          Schedule 3.12 accurately lists the following information as of the Effective Date:  (i) the
                    ten (10) largest customers of the Loan Parties based on year to date net sales; (ii) the ten (10) largest vendors of goods of the Loan Parties based on year to date vouchered amounts; (iii) leases of Equipment having a remaining term of
                    one year or longer and requiring aggregate rental and other payments in excess of $500,000 per annum; (iv) any surety bond agreement or bonding requirement with respect to products or services sold by it in excess of $100,000, (v) any
                    other licenses and permits held by the Loan Parties, the absence of which could be reasonably likely to have a Material Adverse Effect; (vi) instruments and documents evidencing any Material Indebtedness of such Loan Party (and
                    indicating whether any Lien has been granted by such Loan Party with respect thereto); and (vii) any plans of a Loan Party governing the issuance of any Equity Interest, warrants, rights or options to purchase Equity Interests of such
                    Loan Party.

                   

                  (b)          As of the Effective Date, there exists no actual or, to the knowledge of any Loan Party,
                    threatened termination or cancellation of, or any material adverse modification or change in:  the business relationship of any Loan Party with any customer or group of customers whose purchases during the preceding nine (9) months
                    caused them to be ranked among the ten (10) largest customers of such Loan Party; or the business relationship of any Loan Party with any supplier material to its operations.

                   

                  SECTION 3.13.   Solvency. 





                    (a) Immediately after the consummation of the Transactions to occur on the Effective Date, each Borrower is, and the Loan Parties taken as a whole are, Solvent.

                   

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

                   

                  
                    -127-

                    
                      


                  

                  SECTION 3.14.  Insurance. 





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

                   

                  SECTION 3.15.   Capitalization





                      and Subsidiaries.  Schedule 3.15 sets forth (a) a correct and complete list of the name and relationship to the Company of each and all of the Company’s Subsidiaries, (b) a true and complete listing of each class of
                    authorized Equity Interests of each Subsidiary of the Company, 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, (c) the type of entity of the Company and each of its Subsidiaries and (d) joint ventures, partnerships, and Affiliates of the Loan Parties and their Subsidiaries, in each case, as of the First Amendment Effective Date. 
                    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 any issuances of securities of the Company or other payments (whether in the form of awards or grants in cash, securities or otherwise) pursuant to employment agreements, stock options and stock ownership plans
                    approved by a Borrower’s board of directors and permitted by Section 6.08).  None of the Loan Parties or their Subsidiaries identified on Schedule 3.15 as “inactive” has any material assets (except Equity Interests of
                    their Subsidiaries) or any Indebtedness or Guarantees or conducts any trade or business.

                   

                  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: 
                    (i) the filing of financing statements on Form UCC-1 or PPSA financing statements naming each applicable Loan Party as debtor and Administrative Agent as the secured party with the appropriate filing office(s); (ii) the filing of
                    security agreements or other filings, as necessary, with the United States Patent and Trade Office or United States Copyright Offices with respect to Patents, Trademarks and Copyrights (as such terms are defined in the U.S. Security
                    Agreement); (iii) the execution and delivery of control agreements with respect to any deposit accounts of the Loan Parties to the extent required under each Security Agreement, as applicable; (iv) the delivery to Lender of stock
                    certificates (and stock powers executed in blank) with respect to Equity Interests required to be pledged under each Security Agreement; and (v) the execution, delivery and recording (in the appropriate filing office) of a Mortgage with
                    respect to any Real Estate to be subject to a Mortgage, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, the U.S. Secured Obligations and/or the Foreign Secured Obligations,
                    as applicable, as required by the relevant Collateral Documents and this Agreement, 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
                    Permitted Encumbrances, to the extent any such Permitted Encumbrances have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law.

                   

                  
                    -128-

                    
                      


                  

                  SECTION 3.17.  Employment
                      Matters.  As of the Effective Date, there are no strikes, lockouts or slowdowns against any Loan Party or any Subsidiary pending or, to the knowledge of any Loan Party, threatened.  The hours worked by and payments made to
                    employees of the Loan Parties and their Subsidiaries have not been in violation of the Fair Labor Standards Act, the Employee Standards Act (Ontario), An Act
                      Respecting Labour Standards (Québec) or any other applicable federal, state, local, provincial, territorial or foreign law dealing with such matters.  All payments due from any Loan Party or any Subsidiary, or for which any
                    claim may be made against any Loan Party or any Subsidiary, on account of wages, vacation pay and employee health and welfare insurance and other benefits, including with respect to the Canadian Pension Plans or the Canadian Benefit
                    Plans, have been paid or accrued as a liability on the books of such Loan Party or such Subsidiary.

                   

                  SECTION 3.18.   Federal
                      Reserve Regulations.  No part of the proceeds of any Loan or Letter of Credit has been used or will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Federal Reserve
                    Board, including Regulations T, U and X.  None of the Borrowers or any Subsidiary is engaged or will engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning
                    of Regulation U issued by the Federal Reserve Board), or extending credit for the purpose of purchasing or carrying 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.  The proceeds of the Loans, whether directly or indirectly, and whether immediately,
                    incidentally or ultimately, shall not be used to purchase or carry margin stock (within the meaning of Regulation U of the Federal Reserve Board) or to extend credit to others for the purpose of purchasing or carrying margin stock or to
                    refund indebtedness originally incurred for such purpose.

                   

                  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 employees and, to the knowledge of such Loan Party, its directors and agents, are in compliance with
                    Anti-Corruption Laws and applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in any Loan Party being designated as a Sanctioned Person.  None of (a) any Loan Party, any Subsidiary or, to the knowledge of any such Loan Party or Subsidiary, any of their respective directors, officers or
                    employees, or (b) to the knowledge of any such Loan Party or Subsidiary, any agent of such Loan Party or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a
                    Sanctioned Person.  No Borrowing or Letter of Credit, use of proceeds, Transaction or other transaction contemplated by this Agreement or the other Loan Documents will violate Anti-Corruption Laws or applicable Sanctions.

                   

                  
                    -129-

                    
                      


                  

                  SECTION 3.22.  Environmental





                      Matters.  Except as set forth on Schedule 3.22, as of the Effective Date:  (i) all Real Estate is free of contamination from any Hazardous Materials except for such contamination that would not adversely impact the value
                    or marketability of such Real Estate and that would not result in Environmental Liabilities that could reasonably be expected to exceed $2,000,000; (ii) no Loan Party or any Subsidiary has caused or suffered to occur any Release of
                    Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate in violation of Environmental Laws and Environmental Permits; (iii) the Loan Parties and their Subsidiaries are and have been in compliance with all
                    Environmental Laws, except for such noncompliance that would not result in Environmental Liabilities which could reasonably be expected to exceed $2,000,000; (iv) the Loan Parties and their Subsidiaries have obtained, and are in
                    compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective businesses as presently conducted or as proposed to be conducted, except where the failure to so obtain or comply with such
                    Environmental Permits would not result in Environmental Liabilities that could reasonably be expected to exceed $2,000,000, and all such Environmental Permits are valid, uncontested and in good standing; (v) no Loan Party or  any
                    Subsidiary is involved in operations or knows of any facts, circumstances or conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Liabilities of such Loan Party or any Subsidiary
                    which could reasonably be expected to exceed $2,000,000, and no Loan Party or any Subsidiary has consented to any current or former tenant or occupant of the Real Estate engaging in any such operations; (vi) there is no litigation,
                    investigation or other proceeding arising under or related to any Environmental Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses in excess of $2,000,000 or injunctive relief
                    against, or that alleges criminal misconduct by, any Loan Party or any Subsidiary; and (vii) during the five (5) year period prior to the Effective Date no notice has been received by any Loan Party or any Subsidiary identifying it as a
                    “potentially responsible party” or requesting information under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C. §§ 9601 et seq.) (“CERCLA”) or analogous state statutes, and to the
                    knowledge of the Loan Parties, there are no facts, circumstances or conditions that may result in any Loan Party or any Subsidiary being identified as a “potentially responsible party” under CERCLA or analogous state statutes.

                   

                  SECTION 3.23.  Common
                      Enterprise.  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.

                   

                  
                    -130-

                    
                      


                  

                  ARTICLE IV

                   

                  Conditions.

                   

                  SECTION 4.01.  Effective
                      Date.  Subject to the provisions of Section 5.15, the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not
                        become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):The

                        effectiveness of the Agreement on the Effective Date was subject to 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 required to be delivered on the Effective Date 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 opinions of the Loan Parties’ counsel (and local counsel,
                    where appropriate), addressed to the Administrative Agent, the Issuing Bank and the Lenders, 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 2014 Fiscal Year, (ii) unaudited interim consolidated financial statements of Company for each Fiscal Month 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, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph and (iii) projections satisfactory to the Administrative Agent and the
                    Lenders.

                   

                  
                    -131-

                    
                      


                  

                  (c)         Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates. 
                    The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors (or, in
                    the case of the Canadian Borrower, its sole shareholder), 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)        Officer’s Certificate.  The Administrative Agent shall have received a certificate, signed
                    by an 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.

                   

                  (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 for Liens which are discharged on or prior to the Effective Date pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent.

                   

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

                   

                  (h)          Funding Account.  The Administrative Agent shall have received a notice setting forth the
                    Funding Accounts of the Borrowers.

                   

                  (i)          Reserved.

                   

                  
                    -132-

                    
                      


                  

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

                   

                  (k)          Borrowing Base Certificate.  The Administrative Agent shall have received a Borrowing Base
                    Certificate which calculates the U.S. Borrowing Base and the Canadian Borrowing Base, in each case, as of a date specified by the Administrative Agent.

                   

                  (l)         Closing Availability.  After giving effect to all Borrowings to be made on the Effective
                    Date, the issuance of any Letters of Credit on the Effective Date and the payment of all fees and expenses due hereunder, Availability shall not be less than $35,000,000.

                   

                  (m)         Reserved.

                   

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

                   

                  (o)         Insurance.  The Administrative Agent shall have received evidence of insurance coverage in
                    form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms hereof and each Security Agreement.

                   

                  (p)         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).

                   

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

                   

                  (r)          Regulatory Matters; Legal Due Diligence. All legal (including tax implications) and
                    regulatory matters shall be reasonably satisfactory to the Administrative Agent and Lenders, including but not limited to compliance with all applicable requirements of Regulations U, T and X of the Federal Reserve Board and the
                    Administrative Agent and its counsel shall have completed all legal due diligence, the results of which shall be satisfactory to Administrative Agent in its sole discretion.

                   

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

                   

                  
                    -133-

                    
                      


                  

                  (t)          Other Documents.  The Administrative Agent shall have received such other documents as the
                    Administrative Agent 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).

                   

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

                   

                  (c)          After giving effect to any Borrowing or the issuance, amendment, renewal or extension of any
                    Letter of Credit, the Borrowers shall be in compliance with each of the Revolving Exposure Limitations.

                   

                  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 paragraphs (a), (b) and (c) of this Section.

                   

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

                   

                  
                    -134-

                    
                      


                  

                   
                  
                    ARTICLE V

                     

                    Affirmative Covenants

                     

                    Until the Commitments shall have expired or been terminated and the principal of and interest on each Loan
                      and all fees, expenses and other amounts payable under any Loan Document (other than contingent expense reimbursement or indemnity obligations for which no claim has been made) shall have been paid in full and all Letters of Credit
                      shall have expired or have been Cash Collateralized pursuant to the terms hereof, or terminated, in each case without any pending draw, and all LC Disbursements shall have been reimbursed, each Loan Party executing this Agreement
                      covenants and agrees, jointly and severally with all of the other Loan Parties, with the Lenders that:

                     

                    SECTION 5.01.  Financial





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

                     

                    (a)          within ninety (90) days after the end of each Fiscal Year of the Company, its audited
                      consolidated and unaudited consolidating balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the
                      previous Fiscal Year, all such consolidated statements to be 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, with such consolidating statements to be certified by a Financial Officer of the Company as presenting fairly in all material respects the
                      financial condition and results of operations of the Company and its Subsidiaries on a consolidating basis when considered in relation to the consolidated financial statements of the Company and its Subsidiaries, and accompanied by
                      any management letter prepared by said accountants; provided to the extent all such documents are included in the annual report for the Company and its Subsidiaries on Form 10-K filed with the SEC, the requirements of this
                      clause (a) shall be deemed to have been satisfied if the Administrative Agent has been furnished with such annual report in the time period specified above in this clause (a);

                     

                    (b)          within forty-five (45) days after the end of each of the first three Fiscal Quarters of each
                      Fiscal Year 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 such
                      Fiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Year, all certified by a Financial Officer
                      of the Company as presenting fairly in all material respects the financial condition and results of operations of the Company and its Subsidiaries on a consolidated and a consolidating basis in accordance with GAAP consistently
                      applied, subject to normal year-end audit adjustments and the absence of footnotes; provided to the extent all such documents are included in the quarterly report for the Company and its Subsidiaries on Form 10-Q filed with
                      the SEC, the requirements of this clause (b) shall be deemed to have been satisfied if the Administrative Agent has been furnished with such quarterly report in the time period specified above in this clause (b);

                     

                    
                      -135-

                      
                        


                    

                    (c)         if Aggregate Credit Exposure at any time during the immediately preceding twelve-month period
                      exceeded 25% of the then Maximum Credit Amount, within thirty (30) days after the end of each Fiscal Month of the Company (other than January, March, June, September and December), its consolidated 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 Company 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 C (i) certifying, (x) in the case of the financial statements delivered under clause (a), as fairly presenting in all
                      material respects the financial condition and results of operations of the Company and its Subsidiaries on a consolidating basis when considered in relation to the consolidated financial statements of the Company and its Subsidiaries,
                      (y) in the case of the financial statements delivered under clause (b), as presenting fairly in all material respects the financial condition and results of operations of the Company and its Subsidiaries on a consolidated and
                      consolidating basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes and (z) in the case of the financial statements delivered under clause (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 demonstrating compliance with Section 6.13 (whether or not a Financial Covenant Period then exists), (iv) stating whether any change in GAAP or in the application thereof has
                      occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate and
                      (v) stating whether, since the later of the Effective Date and the date of the last Compliance Certificate, any Loan Party shall have (A) changed its name as it appears in official filings in the state or province of incorporation or
                      organization, (B) changed its chief executive office, (C) changed its type of entity, (D) change its organization identification number, if any, issued by its state or province of incorporation or other organization, or (E) changed
                      its state or province of incorporation or organization;

                     

                    
                      -136-

                      
                        


                    

                    (e)         concurrently with any delivery of financial statements under clause (a) above, a certificate of
                      the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any failure by the Company to comply with Section 6.13
                      (which certificate may be limited to the extent required by accounting rules or guidelines);

                     

                    (f)         as soon as available but in any event no later than sixty (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 for each month of the upcoming Fiscal Year (the “Projections”)





                      in form reasonably satisfactory to the Administrative Agent;

                     

                    (g)          on or before each Borrowing Base Reporting Date, and at such other times as may be reasonably
                      requested by the Administrative Agent, a Borrowing Base Certificate setting forth a calculation of the Aggregate Borrowing Base, the U.S. Borrowing Base and the Canadian Borrowing Base as of the most recently ended Fiscal Quarter,
                      Fiscal Month or calendar week, as applicable, to which such Borrowing Base Reporting Date relates, together with supporting information in connection therewith (including, in respect of any Borrowing Base Certificate delivered as of
                      the end of any Fiscal Quarter of the Company, a calculation of Average 4Q Availability for the four Fiscal Quarter period then ended and an indication of what the Applicable Rate is as a result of such Average 4Q Availability),
                      together with any additional reports with respect to the Borrowing Base as the Administrative Agent may reasonably request; and, without limiting any of the rights that the Administrative Agent may otherwise have under this Agreement
                      and the other Loan Documents, the U.S. Fixed Asset Component (if any) and the Canadian Fixed Asset Component (if any) reflected in the Aggregate Borrowing Base shall be updated (i) from time to time upon receipt of periodic valuation
                      updates received from the Administrative Agent’s asset valuation experts, (ii) concurrently with the sale or commitment to sell any assets constituting part of the U.S. Fixed Asset Component (if any) and the Canadian Fixed Asset
                      Component (if any), (iii) in the event such assets are idled for any reason other than routine maintenance or repairs for a period in excess of ten (10) consecutive days, and (iv) in the event that the value of such assets is
                      otherwise impaired, as determined by the Administrative Agent’s in its Permitted Discretion;

                     

                    (h)          on or before each Borrowing Base Reporting Date (in the case of clauses (i), (ii) and (iii)
                      below) or within twenty (20) days after each Borrowing Base Reporting Date (in the case of clauses (iv) and (v) and at such other times as may be reasonably requested by the Administrative Agent, as of the most recently ended Fiscal
                      Quarter, Fiscal Month or calendar week (such other period reasonably specified by the Administrative Agent), as applicable, then ended, all delivered electronically in a text formatted file acceptable to the Administrative Agent;

                     

                    (i)          a detailed aging of the Borrowers’ Accounts and Customer Drafts, including
                      all invoices aged by invoice date and due date (with an explanation of the terms offered), prepared in a manner reasonably acceptable to the Administrative Agent, together with a summary specifying the name, address, and balance due
                      for each Account Debtor;

                     

                    
                      -137-

                      
                        


                    

                    (ii)          a schedule detailing the Borrowers’ Inventory, in form reasonably
                      satisfactory to the Administrative Agent, (1) by location (showing Inventory in transit, any Inventory located with a third party under any consignment, bailee arrangement, or warehouse agreement), by class (raw material,
                      work-in-process and finished goods), by product type, and by volume on hand, which Inventory shall be valued at the lower of cost (determined on a first-in, first-out basis) or market and adjusted for Reserves as the Administrative
                      Agent has previously indicated to the Borrower Representative are deemed by the Administrative Agent to be appropriate in its Permitted Discretion, and (2) including a report of any variances or other results of Inventory counts
                      performed by the Borrowers since the last Inventory schedule (including information regarding sales or other reductions, additions, returns, credits issued by Borrowers and complaints and claims made against the Borrowers);

                     

                    (iii)       a worksheet of calculations prepared by the Borrowers to determine, in each
                      case to the extent applicable, Eligible Canadian Accounts, Eligible U.S. Accounts, Eligible Canadian Customer Drafts, Eligible U.S. Customer Drafts, Eligible Canadian Extended Customer Drafts, Eligible U.S. Extended Customer Drafts,
                      Eligible Canadian Equipment, Eligible U.S. Equipment, Eligible Canadian Inventory, Eligible U.S. Inventory, and Eligible Real Property, with such worksheets detailing such Collateral that is excluded from the determination of the
                      Aggregate Borrowing Base, the U.S. Borrowing Base and the Canadian Borrowing Base;

                     

                    (iv)          a reconciliation of the Borrowers’ Accounts, Customer Drafts and Inventory
                      between (A) the amounts shown in the Borrowers’ general ledger and financial statements and the reports delivered pursuant to clauses (i) and (ii) above and (B) the amounts and dates shown in the reports delivered pursuant to clauses
                      (i) and (ii) above and the Borrowing Base Certificate delivered pursuant to clause (g) above as of such date;

                     

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

                     

                    (vi)         such other information as the Administrative Agent may from time to time
                      reasonably request;

                     

                    (i)       promptly upon the Administrative Agent’s request, as of the month most recently ended, a schedule
                      and aging of the Borrowers’ accounts payable, delivered electronically in a text formatted file acceptable to the Administrative Agent;

                     

                    (j)          promptly upon the Administrative Agent’s request, an updated customer list for each Borrower and
                      its Subsidiaries, prepared in a manner reasonably acceptable to the Administrative Agent, delivered electronically in a text formatted file acceptable to the Administrative Agent and certified as true and correct by a Financial
                      Officer of the Borrower Representative;

                     

                    
                      -138-

                      
                        


                    

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

                     

                    (i)          copies of invoices issued by the Borrowers in connection with any Accounts,
                      credit memos, shipping and delivery documents, and other information related thereto;

                     

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

                     

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

                     

                    (l)          within thirty (30) days of the first Business Day of each September, at the Administrative
                      Agent’s reasonable request, a certificate of good standing or the substantive equivalent available in the jurisdiction of incorporation, formation or organization for each Loan Party from the appropriate governmental officer in such
                      jurisdiction;

                     

                    (m)        concurrently with any delivery of financial statements under clauses (a) or (b) above, a schedule
                      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 any Canadian
                      provincial securities commission, or with any national securities exchange, as the case may be;

                     

                    (n)        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;

                     

                    (o)         promptly following the end of each Fiscal Quarter, (i) a report of all Asbestos Claims commenced
                      or disposed of during such Fiscal Quarter and (ii) a certificate, in a form reasonably satisfactory to the Administrative Agent, signed by an officer of the Company, providing a summary of all existing Customer Programs, including a
                      description of each Account Debtor and financial institution party to such Customer Programs, and indicating whether such financial institutions have provided consent and release agreements or other intercreditor documentation
                      regarding such Customer Programs to the Administrative Agent, together with such other supporting documentation or other information as may be reasonably requested by the Administrative Agent;

                     

                    
                      -139-

                      
                        


                    

                    (p)         promptly following any request therefor, 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, the Proceeds of Crime Act and the Beneficial
                      Ownership Regulation;

                     

                    (q)          promptly following any request therefor, such other information as the Administrative Agent or
                      any Lender may reasonably request; and

                     

                    (r)          immediate notice of, with copies of any such documentation and notices, as applicable with
                      respect to, (i) any default in, or breach under, a Canadian Pension Plan; (ii) any action or inaction of a plan sponsor or administrator that could lead to a Termination Event; (iii) receipt of any notice from, or any action of, FSCO,
                      OSFI, or other Governmental Authority that that could lead to a Termination Event; (iv) copies of all actuarial valuations conducted for all Canadian Defined Benefit Plans; and (v) the existence of any Unfunded Current Liability in
                      any Canadian Defined Benefit Plans.

                     

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

                     

                    (a)          within five (5) Business Days after an executive officer of any Loan Party has actual knowledge
                      thereof, the existence of any Default, Event of Default or other event that has had a Material Adverse Effect, which notice, if given telephonically, shall be promptly confirmed in writing on the next Business Day;

                     

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

                     

                    (c)         within five (5) Business Days after an executive officer of any Loan Party has actual knowledge
                      thereof, any Lien (other than Permitted Encumbrances) or written claim made or asserted against any of the Collateral;

                     

                    (d)          any loss, damage, or destruction to the Collateral in the amount of $5,000,000 or more, whether
                      or not covered by insurance;

                     

                    
                      -140-

                      
                        


                    

                    (e)          within five (5) Business Days of receipt thereof, any and all default notices received under or
                      with respect to any leased location or public warehouse where Collateral with value in excess of $5,000,000 is located;

                     

                    (f)          within five (5) Business Days after the occurrence thereof, 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;

                     

                    (g)         the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have
                      occurred, could reasonably be expected to result in liability of the Loan Parties and their Subsidiaries in an aggregate amount exceeding $5,000,000; and

                     

                    (h)          any change in the information provided in the Beneficial Ownership Certification delivered to
                      any 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 (i) its legal existence and (ii) all of its
                      rights, qualifications, licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses and permits, and maintain all requisite authority to conduct its business in each jurisdiction in which its
                      business is conducted except (solely in the case of this subclause (ii)) to the extent the failure to do so could not, individually or in the aggregate be reasonably expected to have a Material Adverse Effect, provided that
                      the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation or dissolution permitted under Section 6.03, and (b) carry on and conduct its business in substantially the same manner and in substantially
                      the same fields of enterprise as it is presently conducted.

                     

                    SECTION 5.04.  Payment
                        of Obligations.  Each Loan Party will, and will cause each Subsidiary to, pay or discharge all Material Indebtedness and all other material liabilities and obligations, including Taxes, before the same shall become delinquent or
                      in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) such Loan Party or Subsidiary has set aside on its books adequate reserves with respect thereto in accordance
                      with GAAP and (c) none of the Collateral would become subject to forfeiture or loss as a result of the contest; 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.

                     

                    
                      -141-

                      
                        


                    

                    SECTION 5.05.  Maintenance





                        of Properties.  Each Loan Party will, and will cause each Subsidiary to, keep and maintain all of its property in good working order and condition, ordinary wear and tear excepted and except to the extent the failure to do so
                      could not, individually or in the aggregate 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 conduct at such Loan Party’s premises field examinations of such Loan Party’s assets, liabilities, books and
                      records, including examining and making extracts from its books and records, environmental assessment reports and Phase I or Phase II studies, and to discuss its affairs, finances and condition with its officers and independent
                      accountants, all at such reasonable times and as often as reasonably requested.  Notwithstanding the foregoing to the contrary, unless (a) an Event of Default has occurred and is continuing or (b) such field examination and evaluation
                      is being conducted in connection with a Canadian Borrowing Base Election, a Canadian Fixed Asset Election, a U.S. Fixed Asset Election, any reset of the Fixed Asset Amortization, or a Permitted Acquisition (in connection with the
                      inclusion of the assets so acquired in the determination of the Aggregate Borrowing Base), only one such field examination and evaluation of the Company and its Subsidiaries (or, at any time after a Canadian Borrowing Base Election,
                      the Borrowers and their Subsidiaries) per twelve-month period shall be at the expense of the Loan Parties, provided, however, that (i) except as set forth in clauses (ii) and (iii) below, so long as at all times during
                      any such twelve-month period (x) the Aggregate Credit Exposure is less than 20% of the then Maximum Credit Amount and (y) the U.S. Borrowing Base shall not be less than $150,000,000, the Loan Parties shall not be required to pay any
                      such fees and expenses with respect to any such examination and evaluation conducted during such twelve-month period, (ii) during an Event of Default or if such field examination and evaluation is being conducted in connection with a
                      Canadian Borrowing Base Election, a Canadian Fixed Asset Election, a U.S. Fixed Asset Election, any reset of the Fixed Asset Amortization, or a Permitted Acquisition (in connection with the inclusion of the assets so acquired in the
                      determination of the Aggregate Borrowing Base), all such examinations and evaluations conducted shall be at the expense of the Loan Parties and (iii) one field examination and evaluation commenced prior to the end of the calendar
                      month April 2019 (or such later day as may be reasonably agreed by the Administrative Agent and the Loan Parties) may be conducted at the expense of the Loan Parties after the First Amendment Effective Date.  Each Loan Party acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to
                      each Loan Party’s assets for internal use by the Administrative Agent and the Lenders.

                     

                    
                      -142-

                      
                        


                    

                    SECTION 5.07.  Compliance





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

                     

                    SECTION 5.08.  Use of
                        Proceeds.

                     

                    (a)        The proceeds of the Loans and the Letters of Credit will be used only for general corporate
                      purposes and working capital needs of the Loan Parties (including to refinance certain existing Indebtedness) subject to the restrictions otherwise set forth in this Agreement.  No part of the proceeds of any Loan and no Letter of
                      Credit will be used, whether directly or indirectly, (i) for any purpose that entails a violation of any of the Regulations of the Federal Reserve Board, including Regulations T, U and X or (ii) to make any Acquisition other than
                      Permitted Acquisitions.

                     

                    (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 (i) in furtherance of an offer, payment, promise to
                      pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or
                      transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

                     

                    SECTION 5.09.  Accuracy
                        of Information.  The Loan Parties will ensure that any information, including financial statements or other documents, furnished to the Administrative Agent or the Lenders in connection with this Agreement or any other Loan
                      Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder contains no material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the
                      circumstances under which they were made, not misleading, and the furnishing of such information shall be deemed to be a representation and warranty by the 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 and agreed that (i) projections are subject to inherent uncertainties and contingencies which may be outside the control of any Loan Party and that no assurance can be given that such projected financial information
                      will be realized and (ii) this covenant shall not apply with respect to information of a general economic or general industry nature).

                     

                    
                      -143-

                      
                        


                    

                    SECTION 5.10.  Insurance.

                     

                    (a)        Each Loan Party will, and will cause each Subsidiary to, maintain with financially sound and
                      reputable carriers (i) 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 (ii) 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.  All insurance policies required in this clause shall name the Administrative Agent (for the benefit of the Administrative Agent and the Secured Parties) as an additional insured, as applicable, and with respect to
                      casualty policies covering Collateral, as mortgagee and/or as lender loss payee, as applicable, and shall contain lender loss payable clauses or mortgagee clauses, as applicable, through endorsements in form and substance reasonably
                      satisfactory to the Administrative Agent.

                     

                    (b)          In the event any Real Estate that is subject to a Mortgage is located in any area that has been
                      designated by the Federal Emergency Management Agency as a “Special Flood Hazard Area,” such Loan Party shall purchase and maintain flood insurance on such Real Estate. The amount of flood insurance required by this Section 5.10
                      shall be in an amount equal to the greater of (i) the lesser of the total Commitment or the total replacement cost value of the improvements and (ii) the amount necessary to comply with applicable law, including the Flood Disaster
                      Protection Act of 1973 and other Flood Laws.

                     

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

                     

                    
                      -144-

                      
                        


                    

                    SECTION 5.12.  Appraisals. 





                      At any time that the Administrative Agent reasonably requests, each Loan Party will provide the Administrative Agent with appraisals or updates thereof of their Inventory, Equipment and real property from an appraiser selected and
                      engaged by the Administrative Agent, and prepared on a basis reasonably satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law.
                      Notwithstanding the foregoing to the contrary, unless (a) an Event of Default has occurred and is continuing or (b) such appraisal is being conducted in connection with a Canadian Borrowing Base Election, a Canadian Fixed Asset
                      Election, a U.S. Fixed Asset Election, any reset of the Fixed Asset Amortization, or a Permitted Acquisition (in connection with the inclusion of the assets so acquired in the determination of the Aggregate Borrowing Base), only one
                      such appraisal per twelve-month period shall be at the expense of the Loan Parties, provided, however, that (i) except as set forth in clauses (ii) and (iii) below, so long as at all times during any such twelve-month
                      period (x) the Aggregate Credit Exposure is less than 20% of the then Maximum Credit Amount and (y) the U.S. Borrowing Base shall not be less than $150,000,000, the Loan Parties shall not be required to pay any such fees and expenses
                      with respect to any such appraisal conducted during such twelve-month period, (ii) during an Event of Default or if such appraisal is being conducted in connection with a Canadian Borrowing Base Election, a Canadian Fixed Asset
                      Election, a U.S. Fixed Asset Election, any reset of the Fixed Asset Amortization, or a Permitted Acquisition (in connection with the inclusion of the assets so acquired in the determination of the Aggregate Borrowing Base), all such
                      appraisals conducted shall be at the expense of the Loan Parties and (iii) one appraisal commenced prior to the end of the calendar month April 2019 (or such later day as may be reasonably agreed by the Administrative Agent and the
                      Loan Parties) may be conducted at the expense of the Loan Parties after the First Amendment Effective Date.

                     

                    SECTION 5.13.  Depository





                        Banks.  Within sixty (60) days following the Effective Date or such later date as may be agreed to by the Administrative Agent), the U.S. Borrower and each Domestic Subsidiary will maintain the Administrative Agent or one or
                      more of the Lenders as its primary depository bank, including for the maintenance of operating, administrative, cash management, collection activity and other deposit accounts for the conduct of its business.

                     

                    SECTION 5.14.  Additional





                        Collateral; Further Assurances.  (a) Subject to applicable Requirements of Law, each Loan Party will cause each Subsidiary of a Borrower (other than any Excluded Subsidiary) to become a U.S. Loan Party
                      or a Foreign Loan Party, as applicable, by executing a Joinder Agreement within ten (10) Business Days after the date on which such Subsidiary is acquired, formed or ceases to be an Excluded Subsidiary.  Upon execution and delivery
                      thereof, each such Person (i) shall automatically become a U.S. Guarantor or a Foreign Guarantor, as applicable, 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 U.S. Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each
                      of its Domestic Subsidiaries, and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled
                      to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by each Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the
                      Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably
                      request.  After an Event of Default, each Foreign Loan Party will cause 100% of the issued and outstanding Equity Interests of each Foreign Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the
                      Administrative Agent, for the benefit of the Secured Parties, to secure the Foreign Obligations pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request.

                     

                    
                      -145-

                      
                        


                    

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

                     

                    (d)          If any material assets (including any real property or improvements thereto or any interest
                      therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the
                      Borrower Representative will (i) notify the Administrative Agent and the Lenders thereof and, if requested by the Administrative Agent or the Required Lenders and required under the Loan Documents, cause such assets to be subjected to
                      a Lien securing the Secured Obligations or the Foreign Secured Obligations, as applicable, and (ii) to the extent required under the Loan Documents, 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.

                     

                    (e)         Notwithstanding anything to the contrary contained herein or in any other Loan Document, no Loan
                      or other Obligation of a U.S. Loan Party under any Loan Document shall be deemed to be (i) guaranteed by a CFC or by a CFC Holdco, or guaranteed by a subsidiary of a CFC or CFC Holdco; (ii) secured by any assets of a CFC, CFC Holdco
                      or a subsidiary of a CFC or a CFC Holdco (including any CFC or CFC Holdco equity interests held directly or indirectly by a CFC or CFC Holdco); or (iii) secured by a pledge or other security interest in excess of 65% of the issued and
                      outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2) (and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section
                      1.956-2(c)(2)) of a CFC or CFC Holdco.

                     

                    
                      -146-

                      
                        


                    

                    (f)         Notwithstanding anything to the contrary contained herein or in any other Loan Document, (1)
                      except as may be perfected by the filing of financing statements on Form UCC-1 or PPSA financing statements naming each applicable Loan Party as debtor and the Administrative Agent as the secured party with the appropriate filing
                      office(s) and for so long as (x) no Event of Default shall have occurred is continuing and (y) such Real Estate or Equipment is not included in the determination of any portion of the Aggregate Borrowing Base, the Borrowers shall not
                      be required to take any further actions (including the filing and recording of Fixture filings, mortgages, deeds of trust and other documents), which may otherwise be required by any Requirement of Law to ensure perfection and
                      priority of the Liens created or intended to be created on Collateral consisting of any Real Estate or any Equipment of any Loan Party and (2) so long as the Borrowers shall not have made a Canadian Borrowing Base Election and no
                      Event of Default shall have occurred is continuing, the Canadian Borrower and the other Foreign Loan Parties shall not be required to (except in their sole discretion) execute or deliver any Collateral Documents securing the Foreign
                      Secured Obligations, any security agreements, mortgages, deeds of trust, deposit account control agreements, any securities account control agreements, or any other agreements, instruments or documents to create, perfect or evidence
                      Liens to on such Loan Party’s assets to secure the Foreign Obligations; provided, however, that in each case of clauses (1) and (2) above, all such assets of such Loan Party shall at all times be maintained free and
                      clear of all Liens and rights of any other Person (other than Permitted Encumbrances and, in the case of Equipment or Real Estate of any Loan Party, Liens securing Indebtedness under any Specified Debt Transaction (in compliance with
                      the terms of this Agreement).

                     

                    (g)         If any Event of Default has occurred and is continuing, at the Administrative Agent’s option and
                      election, each Loan Party shall take such actions as the Administrative Agent shall reasonably require (including, without limitation, the execution and delivery of all such security agreements, mortgages, deeds of trust, deposit
                      account control agreements, securities account control agreements, or other agreements, instruments or documents) to create, perfect or evidence Liens to on such Loan Party’s assets to secure the Foreign Secured Obligations and, in
                      the case of a U.S. Loan Party, the U.S. Secured Obligations, as applicable.

                     

                    (h)        Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in
                      respect of any Real Property acquired by any Loan Party after the Effective Date until the date that is (a) if such Mortgage relates to Real Property not located in a “special flood hazard area”, ten (10) Business Days or (b)
                      if such Mortgage relates to Real Property located in a “special flood hazard area”, thirty (30) days (in each case, the “Mortgage Notice Period”), after the Administrative Agent has delivered to the Lenders the following
                      documents in respect of such Real Property (which may be delivered electronically on an Electronic System): (i) a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Real
                      Property subject to a Mortgage (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower or the applicable Loan Party in the event any such Real Property subject to a
                      Mortgage is located in a special flood hazard area) and (ii) if required by Flood Laws, evidence of flood insurance as required by Section 5.10; provided, that any such Mortgage may be entered into prior to end of the
                      Mortgage Notice Period if the Administrative Agent shall have received confirmation from each applicable Lender that such Lender has completed any necessary flood insurance diligence to its reasonable satisfaction.

                     

                    SECTION 5.15.  Post-Closing





                        Obligations.  Within sixty (60) days following the First Amendment Effective Date (or such later date agreed to by the Administrative Agent in its sole discretion), the Borrowers shall have used commercially reasonable efforts
                      to deliver to the Administrative Agent satisfactory intercreditor agreements regarding the payment of the purchase price for Customer Drafts being sold to any financial institution pursuant to a Draft Monetization.

                     

                    
                      -147-

                      
                        


                    

                    ARTICLE VI

                     

                    Negative Covenants

                     

                    Until the Commitments shall have expired or been terminated and the principal of and interest on each Loan
                      and all fees, expenses and other amounts payable under any Loan Document (other than contingent expense reimbursement or indemnity obligations for which no claim has been made) shall have been paid in full and all Letters of Credit
                      shall have expired or have been Cash Collateralized pursuant to the terms hereof, or terminated, in each case without any pending draw, and all LC Disbursements shall have been reimbursed, 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 First Amendment 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 Borrower to any Subsidiary and of any Subsidiary to any Borrower or any
                      other Subsidiary, provided that (i) Indebtedness of any Subsidiary that is not a Loan Party owed to any Borrower or any other Loan Party, and of the Foreign Loan Parties to the U.S. Loan Parties, shall be subject to Section





                        6.04, and (ii) Indebtedness of any Loan Party to any Subsidiary that is not a Loan Party shall be subordinated in right of payment to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent;

                     

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

                     

                    
                      -148-

                      
                        


                    

                    (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 ninety (90) days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in
                      respect thereof permitted by clause (f) below, shall not exceed $25,000,000 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) hereof (such Indebtedness being referred to
                      herein as the “Original Indebtedness”); provided that (i) such Refinance Indebtedness does not increase the principal amount of the Original Indebtedness, (ii) any Liens securing such Refinance Indebtedness are not
                      extended to any additional property of any Loan Party or any Subsidiary, (iii) no Loan Party or any Subsidiary that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated
                      with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness are not less
                      favorable to the obligor thereunder than the original terms of such Original Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of such
                      Refinance Indebtedness must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to such Original Indebtedness;

                     

                    (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 under any Swap Agreement permitted by Section 6.07;

                     

                    (j)          unsecured Indebtedness under an overdraft facility for SMP Poland in an aggregate principal
                      amount not exceeding 30,000,000 Polish złoty at any time outstanding, including any unsecured Guarantees of such Indebtedness from the Loan Parties;

                     

                    (k)          Indebtedness in respect of customary cash management and treasury obligations netting services,
                      overdraft protections, employee credit card programs, and otherwise in connection with deposit accounts and Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument
                      inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business;

                     

                    
                      -149-

                      
                        


                    

                    (l)         unsecured financing of trade payables by any Lender on commercially reasonable terms in the
                      ordinary course of business not to exceed $40,000,000 at any time outstanding;

                     

                    (m)         other unsecured Indebtedness of the Loan Parties in an aggregate principal amount not exceeding
                      $25,000,000 at any time outstanding;

                     

                    (n)        other Indebtedness of the Loan Parties in an aggregate principal amount not exceeding $15,000,000
                      at any time outstanding; provided, however, that to the extent secured by any Lien (i) such Liens shall not encumber any assets included in the determination of the Aggregate Borrowing Base and (ii) such liens shall at
                      all times be subject to an intercreditor agreement between the Administrative Agent and the holders of such Indebtedness (which shall be on terms and conditions reasonably satisfactory to the Administrative Agent);

                     

                    (o)         Indebtedness under any Specified Debt Transaction, in an aggregate amount not to exceed
                      $50,000,000 at any time outstanding; provided that, after giving effect to the incurrence of any such Indebtedness (i) no Default shall exist or would result therefrom, and (ii)  the Fixed Charge Coverage Ratio, on a pro forma
                      basis for the most recently ended four Fiscal Quarter period for which financial statements have been, or have been required to be, delivered to the Administrative Agent pursuant to Section 5.01(a) or (b) (determined
                      as if such Specified Debt Transaction had been consummated, and the Indebtedness thereunder incurred, at the beginning of such period) is (A) at least 1.00 to 1.00 (in the case of any Specified Debt Transaction which is a Sale and
                      Leaseback Transaction) or (B) at least 1.15 to 1.00 (in the case of any Specified Debt Transaction other than a Sale and Leaseback Transaction); and

                     

                    (p)       contingent liabilities in respect of any indemnification obligation, adjustment of purchase price
                      (including working capital adjustments), non-compete, or similar obligation of Company or the applicable Subsidiary incurred in connection with the consummation of one or more Permitted Acquisitions.

                     

                    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 (except as permitted by Section 6.05) Dispose of
                      any income or revenues (including Accounts) or rights in respect of any thereof, except:

                     

                    (a)          Liens created pursuant to any Loan Document;

                     

                    (b)          Permitted Encumbrances;

                     

                    (c)          any Lien on any property or asset of any Borrower or any Subsidiary existing on the First
                      Amendment 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 First Amendment Effective Date, and  any Refinance Indebtedness in respect thereof;

                     

                    
                      -150-

                      
                        


                    

                    (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 ninety (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 (other than Accounts and Inventory) prior to the
                      acquisition thereof by any Borrower or any Subsidiary or existing on any property or asset (other than Accounts and Inventory) of any Person that becomes a Loan Party after the date hereof prior to the time such Person becomes a Loan
                      Party; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Loan Party, as the case may be, (ii) such Lien shall not apply to any other property or
                      assets of the Loan Party and (iii) such Lien shall secure only such Indebtedness assumed in compliance with Section 6.01(n);

                     

                    (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 (i) Sale and Leaseback Transactions permitted by Section 6.06 and
                      (ii) Specified Debt Transactions permitted by Section 6.01(o);

                     

                    (h)          [reserved];

                     

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

                     

                    (j)          other Liens securing Indebtedness or other obligations in an aggregate principal amount not to
                      exceed $15,000,000 at any time outstanding, provided that (i) such Liens shall not encumber any assets included in the determination of the Aggregate Borrowing Base and (ii) such Liens shall at all times be subject to an
                      intercreditor agreement between the Administrative Agent and the holders of such Indebtedness (which shall be on terms and conditions reasonably satisfactory to the Administrative Agent).

                     

                    Notwithstanding the foregoing, none of the Liens permitted pursuant to this Section 6.02 may at any time attach to any
                      Loan Party’s Accounts or Inventory constituting Collateral, other than non-consensual Permitted Encumbrances which arise as a matter of any Requirement of Law.

                     

                    
                      -151-

                      
                        


                    

                    SECTION 6.03.  Fundamental





                        Changes.  (a) No Loan Party will, nor will it permit any Subsidiary to, merge into, amalgamate or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or
                      liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of the U.S. Borrower may merge or amalgamate into the
                      U.S. Borrower in a transaction in which the U.S. Borrower is the surviving entity, (ii) any Subsidiary of the Canadian Borrower (other than a U.S. Loan Party) may merge or amalgamate into the Canadian Borrower in a transaction in
                      which the Canadian Borrower is the surviving entity, (iii) any U.S. Loan Party (other than the U.S. Borrower) may merge or amalgamate into any other U.S. Loan Party in a transaction in which the surviving entity is a U.S. Loan Party,
                      (iv) any Foreign Loan Party (other than the Canadian Borrower) may merge or amalgamate into any other Foreign Loan Party in a transaction in which the surviving entity is a Foreign Loan Party and (v) any Subsidiary that is not a Loan
                      Party may liquidate or dissolve if the Borrower which owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of such Borrower and is not materially disadvantageous to the Lenders
                      and, upon such dissolution or liquidation, all property of such Subsidiary is distributed to a Loan Party or another Subsidiary (and in the case of any dissolution or liquidation of any Domestic Subsidiary, to another Domestic
                      Subsidiary or, if permitted under Section 6.04, Section 6.05 and Section 6.09, to a Foreign Subsidiary); provided that (x) any such merger or amalgamation involving a Person that is not a wholly owned
                      Subsidiary immediately prior to such merger or amalgamation shall not be permitted unless also permitted by Section 6.04 and (y) no such merger, amalgamation or consolidation permitted pursuant to clauses (i) – (v) above shall
                      cause any U.S. Loan Party to become a Foreign Subsidiary.

                     

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

                     

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

                     

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

                     

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

                     

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

                     

                    
                      -152-

                      
                        


                    

                    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 or
                      amalgamation  with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger or amalgamation) 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, amalgamation or otherwise), except:

                     

                    (a)         Permitted Overnight Investments and investments in cash and cash equivalents, maintained, in each
                      case to the extent required by any Collateral Documents, deposit accounts and securities accounts which are subject to deposit account control agreements and/or securities account control agreements in favor of the Administrative
                      Agent;

                     

                    (b)          investments and Guarantees constituting Indebtedness in existence on the First Amendment
                      Effective Date and described in Schedule 6.04;

                     

                    (c)          investments by the Borrowers and the Subsidiaries in Equity Interests in their respective
                      Subsidiaries, provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Security Agreements (subject to the limitations applicable to Equity Interests of a Foreign Subsidiary referred to
                      in Section 5.14) and (B) the aggregate amount of investments by Loan Parties in Subsidiaries that are not Loan Parties together with investments by the U.S. Loan Parties in the Foreign Loan Parties (together with outstanding
                      intercompany loans permitted under clause (B) to the proviso to Section 6.04(d) and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall  not exceed $30,000,000 (less the amount of loans
                      converted to equity pursuant to clause (h) below) at any time outstanding (in each case determined without regard to any write-downs or write-offs), provided, further, that after giving effect to any such
                      investment (x) no Event of Default shall have occurred or would result therefrom and (y) Availability shall be greater than or equal to the Applicable Trigger Amount (Level I);

                     

                    (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) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Security Agreements and (B) the amount of such loans and
                      advances made by Loan Parties to Subsidiaries that are not Loan Parties and by the U.S. Loan Parties to the Foreign Loan Parties  (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(c)
                      and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall  not exceed $30,000,000 (less the amount of loans converted to equity pursuant to clause (h) below) at any time outstanding (in
                      each case determined without regard to any write-downs or write‐offs), provided, further, that after giving effect to any such investment (x) no Event of Default shall have occurred or would result therefrom and (y)
                      Availability shall be greater than or equal to the Applicable Trigger Amount (Level I);

                     

                    
                      -153-

                      
                        


                    

                    (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 and of the Foreign Loan Parties that is Guaranteed by the U.S. Loan Parties (together with outstanding
                      investments permitted under clause (B) to the proviso to Section 6.04(c) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(d)) shall  not exceed $30,000,000 (less the
                      amount of loans converted to equity pursuant to clause (h) below) at any time outstanding (in each case determined without regard to any write-downs or write-offs), provided, further, that after giving effect
                      to any such investment (x) no Event of Default shall have occurred or would result therefrom and (y) Availability shall be greater than or equal to the Applicable Trigger Amount (Level I);

                     

                    (f)          (i) investments by the Borrowers and their respective Subsidiaries in Subsidiaries and (ii)
                      investments by the Borrowers and their respective Subsidiaries consisting of the purchase of minority stock interest in other entities, in each case not earlier than fifteen (15) Business Days after delivering to Administrative Agent
                      a notice similar to that required under clause (a) of the definition of “Permitted Acquisition” together with financial statements substantially similar to an Acquisition Pro Forma described in clause (e)(i) of the definition of
                      “Permitted Acquisition” and calculations demonstrating (to the reasonable satisfaction of the Administrative Agent) that (x) average daily Availability (on a pro forma basis after giving effect to such investment (including all Loans
                      and other extensions of credit made in connection therewith)) for a period of thirty (30) consecutive days immediately prior to such investment, shall be greater than or equal to the Applicable Trigger Amount (Level I) and (y) on a
                      pro forma basis, no Event of Default have occurred and is continuing or would result after giving effect to such investment;

                     

                    (g)        investments in joint ventures and other Persons listed in Schedule 6.04 (as updated pursuant to the First Amendment) in an aggregate amount not to exceed $10,000,000 during each Fiscal Year, valued at the time each such investment is made, so long as after giving
                      effect to any such investment (x) no Event of Default shall have occurred or would result therefrom and (y) Availability shall be greater than or equal to the Applicable Trigger Amount (Level I);

                     

                    (h)        during each Fiscal Year, the Loan Parties and their respective Subsidiaries may convert to equity
                      up to an aggregate amount of $2,000,000 (the “Base Conversion Cap”) of loans due from Subsidiaries so long as after giving effect to such conversion (i) no Event of Default shall have occurred or would result therefrom and (ii)
                      Availability shall be greater than or equal to the Applicable Trigger Amount (Level I); provided that the Base Conversion Cap for any Fiscal Year (commencing with the Fiscal Year ending December 31, 2016) shall be deemed to
                      increase by an amount equal to the greater of (A) zero and (B) the result of (x) the Base Conversion Cap for the prior Fiscal Year minus (y) the aggregate amount of such loans converted to
                      equity in the prior Fiscal Year;

                     

                    (i)          investments consisting of Permitted Acquisitions;

                     

                    (j)          accounts receivable, notes payable, or stock or other securities issued by Account Debtors to a
                      Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Account obligations in the ordinary course of business, consistent with past practices (provided that any such Account shall be
                      excluded from the determination of Eligible U.S. Accounts and Eligible Canadian Accounts, as applicable, pursuant to clause (s) of each such definition), and investments received in satisfaction or partial satisfaction thereof from
                      financially troubled Account Debtors to the extent reasonably necessary in order to prevent or limit loss or received in connection with the bankruptcy or reorganization of customers or suppliers, or settlement of disputes with
                      suppliers, in each case in the ordinary course of business;

                     

                    
                      -154-

                      
                        


                    

                    (k)          investments consisting of loans and advances to employees in the ordinary course of business
                      consistent with past practices so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $3,000,000;

                     

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

                     

                    (m)        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
                      or amalgamation;

                     

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

                     

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

                     

                    (p)        deposits, prepayments, advances and other credits to suppliers, vendors, customers, lessors and
                      landlords or in connection with marketing promotions, such as sweepstakes, in each instance, made in the ordinary course of business in an amount consistent with past practice in the ordinary course of business;

                     

                    (q)          advances of payroll payments to employees in the ordinary course of business;

                     

                    (r)          investments consisting of contingent liability arising from the endorsement of negotiable or
                      other instruments for deposit or collection in the ordinary course of business; and

                     

                    (s)          other investments in an amount not to exceed (x) in any Fiscal Year, $25,000,000 and (y) in the
                      aggregate over the term of this Agreement, $75,000,000, in all cases, so long as after giving effect to any such investment, Availability shall be greater than or equal to the Applicable Trigger Amount (Level IV).

                     

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

                     

                    
                      -155-

                      
                        


                    

                    (a)        sales, transfers and dispositions of (i) Inventory in the ordinary course of business and (ii)
                      assets (including Equipment, Fixtures, IP Rights or Real Estate) that are obsolete, worn out or no longer used or useful in such Loan Party’s business;

                     

                    (b)          non-exclusive licenses of IP Rights in the ordinary course of business and consistent with past
                      practice and exclusive licenses of IP rights for uses not pursued by Loan Parties or in geographic markets not served by Loan Parties or in order to enable a supplier to manufacture Inventory for a Loan Party, provided that to
                      the extent any IP Rights subject to an exclusive license constitute Collateral the rights of the licensee shall not adversely affect, limit or restrict the rights of the Administrative Agent to use such IP Rights or to sell or
                      otherwise dispose of any Inventory or other Collateral in connection with the exercise by the Administrative Agent of any rights or remedies hereunder or under any of the other Loan Documents, or otherwise adversely limit or interfere
                      in any material respect with the use of any such IP Rights by the Administrative Agent in connection with the exercise of its rights or remedies hereunder or under any of the other Loan Documents or by any Loan Party or Subsidiary;

                     

                    (c)        Draft Monetization, provided, that, notwithstanding anything to the contrary contained
                      herein, in no event shall the Administrative Agent’s Lien on any Customer Drafts sold pursuant to a Draft Monetization be released (or deemed released), except to the extent expressly set forth in a satisfactory intercreditor
                      agreement among the Administrative Agent, the applicable financial institution purchasing such Customer Drafts and the relevant Loan Party, regarding the payment of the purchase price for such Customer Drafts being sold to such
                      financial institution in connection with the Draft Monetization;

                     

                    (d)        to the extent constituting a Disposition, the granting of Liens permitted by Section 6.02,
                      the making of investments permitted by Section 6.04 and the making of Restricted Payments permitted by Section 6.08;

                     

                    (e)          leases or subleases of real or personal property, in each case in the ordinary course of
                      business and which do not interfere in any material respect with the business of (x) any Borrower or (y) the Borrowers and the Subsidiaries, taken as a whole;

                     

                    (f)         the sale or discount of accounts receivable arising in the ordinary course of business, but only
                      in connection with the compromise or collection thereof and not in connection with any financing transaction;

                     

                    (g)         disposition of cash and cash equivalents in the ordinary course of business for other cash or
                      cash equivalents or for the purchase of services or other assets useful in the business;

                     

                    (h)          sales, transfers and dispositions of assets to any Borrower or any Subsidiary, provided
                      that any such sales, transfers or dispositions involving a Subsidiary that is not a Loan Party or any such sales, transfers or dispositions by any U.S. Loan Party to any Foreign Loan Party shall be made in compliance with Sections
                        6.04 and 6.09;

                     

                    
                      -156-

                      
                        


                    

                    (i)          Dispositions of investments in joint ventures to the extent required by, or made pursuant to
                      customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

                     

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

                     

                    (k)         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;

                     

                    (l)          the Company may issue and sell its Equity Interests (other than Disqualified Stock) for cash;

                     

                    (m)        the lapse or abandonment in the ordinary course of business of any registrations or applications
                      for registration of any immaterial intellectual property; and

                     

                    (n)         additional dispositions of assets not otherwise permitted by this Section 6.05 if,
                      immediately after giving effect to any such disposition, the aggregate amount (based on the net book value of all such assets) of all such dispositions in any Fiscal Year does not exceed the lesser of (i) $25,000,000 and (ii) 2.5% of
                      the Consolidated Total Assets (calculated for the Fiscal Quarter most recently ended prior to such disposition for which financial statements have been delivered pursuant hereto on a pro forma basis after giving effect to such
                      disposition); provided that (A) no Event of Default is in existence at the time of such disposition or would result therefrom and (B) the non-cash consideration received in connection therewith shall not exceed 25% of the
                      total consideration received in connection with such disposition.

                     

                    provided that all sales, transfers, leases and other dispositions permitted hereby (other than those permitted by clause
                      (a)(ii) above) shall be made for fair value (provided, however, that the Borrowers shall not sell, transfer, lease and otherwise dispose of its (x) Inventory, except in compliance with Section 6.05(a)(i), (y)
                      Accounts, except as provided in Section 6.05(c) or (f) or (z) Customer Drafts, except as provided in Section 6.05(c) and, in each such case, shall be made for fair value and for 100% cash consideration).

                     

                    
                      -157-

                      
                        


                    

                    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 (a) any such sale of any fixed or capital assets by any Borrower or any Subsidiary that is made for cash consideration in an amount not less than the fair value of such fixed or capital asset
                      and is consummated within ninety (90) days after such Borrower or such Subsidiary acquires or completes the construction of such fixed or capital asset, (b) any Sale and Leaseback Transaction with respect to the Real Estate to the
                      extent (w) any Indebtedness incurred in connection therewith is permitted by Section 6.01, (x) no Event of Default has occurred and is continuing or would result therefrom, (y) (1) any such sale of such Real Estate is made for
                      cash consideration in an amount not less than the fair value of such Real Estate and (2) the Administrative Agent shall be reasonably satisfied such Sale and Leaseback Transaction is made on then prevailing market terms (including,
                      then prevailing rates of interest) and (z) the Lenders shall have received a Collateral Access Agreement with respect to such Real Estate or (c) any Sale and Leaseback Transaction with respect to Equipment to the extent (w) any
                      Indebtedness incurred in connection therewith shall be permitted by Section 6.01, (x) no Event of Default has occurred and is continuing or would result therefrom, (y) any such sale of Equipment is made for cash consideration
                      in an amount not less than the fair value of the Equipment so sold and (z) to the extent requested by the Administrative Agent in its Permitted Discretion, the Administrative Agent shall have entered into satisfactory intercreditor
                      and access arrangements in respect thereof, provided that, in the case of any such transaction pursuant to clauses (a) – (c) above, all such assets subject to any such Sale and Leaseback Transaction shall be, concurrently with
                      the effectiveness of such transaction, be excluded from the determination of the Aggregate Borrowing Base, the U.S. Borrowing Base and the Canadian Borrowing Base, as applicable.

                     

                    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 (including fluctuations in currency) 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)           any Subsidiary may make Restricted Payments to any Loan Party;

                     

                    (ii)          the Company 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;

                     

                    (iii)         wholly-owned Subsidiaries may declare and pay dividends or make other
                      distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests;

                     

                    (iv)        SMP HK may declare and pay dividends or make other distributions with respect
                      to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests; provided that the Company, whether directly or indirectly, together with its
                      Subsidiaries holds all of the issued and outstanding Equity Interests of SMP HK other than the share of common Equity Interest issued to Lawrence I. Sills;

                     

                    
                      -158-

                      
                        


                    

                    (v)          the Company or any Subsidiary may make Restricted Payments consisting of cash
                      dividends in respect of its Equity Interests in an aggregate amount up to $20,000,00025,000,000 in any Fiscal Year, so long as (x) no Event of Default shall have occurred and be continuing or would occur as a result of such Restricted Payment
                      and (y) after giving effect to such Restricted Payment, either (i) Availability, on a pro forma
                      basis, shall be greater than or equal to the Applicable Trigger Amount (Level II) or (ii) (1) Availability, on a pro forma basis shall
                          be greater than $15,000,000, and (2) the Fixed Charge Coverage Ratio on a pro forma basis for the most recently ended four Fiscal Quarter period for which financial statements have been, or have been required to be, delivered to
                          the Administrative Agent pursuant to Section 5.01(a) or (b) is at least 1.15 to 1.0;

                     

                    (vi)        the Company may make Restricted Payments consisting of cash payments in an
                      aggregate amount up to $20,000,000 in any Fiscal Year on account of the purchase or redemption of its common Equity Interests, so long as (x) no Event of Default shall have occurred and be continuing or would occur as a result of such
                      Restricted Payment and (y) after giving effect to such Restricted Payment, Availability, on a pro forma basis, shall be greater than or equal to the Applicable Trigger Amount (Level II); and

                     

                    (vii)      in addition to any other Restricted Payment permitted hereunder, the Company or
                      any Subsidiary may declare and make unlimited Restricted Payments (including Restricted Payments of the type described in this Section 6.08), so long as before and immediately after giving effect to any such Restricted
                      Payment, the Payment Conditions are satisfied.

                     

                    (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)           payments of Indebtedness under the Loan Documents;

                     

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

                     

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

                     

                    
                      -159-

                      
                        


                    

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

                     

                    SECTION 6.09.  Transactions





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

                     

                    SECTION 6.10.  Restrictive





                        Agreements.  No Loan Party will, nor will it permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a)
                      the ability of such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets in favor of the Secured Parties, 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 First Amendment 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 of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is
                      permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases,
                      licenses and other contracts restricting the assignment, subletting or encumbrance thereof, (vi) 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 Excluded Subsidiary existing prior to the consummation of a Permitted Acquisition in which such Excluded Subsidiary was acquired (and not created in contemplation of such Permitted
                      Acquisition), (vii) the foregoing shall not apply to customary provisions in joint ventures agreements (and other similar agreements) (provided that such provisions apply only to such joint venture and to equity interests in such
                      joint venture), (viii) the foregoing shall not apply to customary net worth provisions or similar financial maintenance provisions contained in real property leases, so long as the Company has determined in good faith that such net
                      worth provisions could not reasonably be expected to impair the ability of the Company to meet its ongoing obligations under the Loan Documents, (ix) the foregoing shall not apply to restrictions on cash or other deposits in the
                      ordinary course of business imposed by customers of the Borrowers or any Subsidiary under contracts entered into in the ordinary course of business, and (x) the foregoing shall not apply to restrictions under any arrangement with any
                      Governmental Authority imposed on any Foreign Subsidiary in connection with governmental grants, financial aid, tax holidays or similar benefits or economic interests.

                     

                    
                      -160-

                      
                        


                    

                    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) Draft Monetization, in each case, to the extent any such amendment,
                      modification or waiver would be adverse to the Lenders in any material respect.

                     

                    SECTION 6.12.  Inactive
                        Subsidiaries.  None of the Loan Parties or their Subsidiaries identified on Schedule 3.15 as “inactive” shall engage in any trade or business, or own any assets (other than Equity Interests of their Subsidiaries) or
                      incur any Indebtedness (other than the Obligations).

                     

                    SECTION 6.13.  Fixed
                        Charge Coverage Ratio.  The Loan Parties will not permit the Fixed Charge Coverage Ratio, as of (x) the most recently ended Fiscal Quarter immediately preceding the first date of each Financial Covenant Period (for the period of
                      four Fiscal Quarters then ended) and (y) the end of each Fiscal Quarter during each Financial Covenant Period (for each period of four Fiscal Quarters then ended), to be less than 1.0 to 1.0.

                     

                    SECTION 6.14.  Canadian
                        Pension Plans.  The Loan Parties shall not (a) contribute to or assume an obligation to contribute to any Canadian Defined Benefit Plan, without the prior written consent of the Administrative Agent, or (b) acquire an interest
                      in any Person if such Person sponsors, maintains or contributes to, or at any time in the five-year period preceding such acquisition has sponsored, maintained, or contributed to a Canadian Defined Benefit Plan, without the prior
                      written consent of the Administrative Agent.

                     

                    
                      -161-

                      
                        


                    

                    ARTICLE VII

                     

                      

                    Events of Default

                     

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

                     

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

                     

                    (b)        the Borrowers shall fail to pay (i) any interest on any Loan, when and as the same shall become
                      due and payable, and such failure shall continue unremedied for a period of five (5) days or (ii) any other amount payable under this Agreement or any other Loan Document (other than an amount referred to in clause (a) or clause
                      (b)(i) of this Article VII), when and as the same shall become due and payable, and such failure shall continue unremedied for a period of ten (10) days;

                     

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

                     

                    (d)         any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in
                      Sections 5.02(a), 5.03 (with respect to a Loan Party’s existence), 5.06(b), 5.08, 5.10(a) or in Article VI;

                     

                    (e)          any Loan Party shall fail to observe or perform any covenant, condition or agreement contained
                      in this Agreement or any other Loan Document (other than those which constitute a default under another clause of this Article VII), and such failure shall continue unremedied for a period of (i) five (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 Sections 5.01(g),
                      5.01(h), 5.01(i), 5.10 (other than Section 5.10(a)), and 5.13 of this Agreement or (ii) thirty (30) days after the earlier of any Loan Party’s knowledge of such breach or notice thereof from the
                      Administrative Agent (which notice will be given at the request of any Lender) if such breach relates to terms or provisions of any other Section of this Agreement or any other Loan Document;

                     

                    (f)          [reserved];

                     

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

                     

                    
                      -162-

                      
                        


                    

                    (h)         (i) an involuntary proceeding shall be commenced or an involuntary petition shall be filed
                      seeking (A) liquidation, reorganization or other relief in respect of a Loan Party or Material Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership
                      or other Insolvency Laws now or hereafter in effect or (B) the appointment of a receiver, interim receiver, receiver-manager, monitor, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or Material
                      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 or
                      (ii) any involuntary case or proceeding (including the filing of any notice of intention in respect thereof) is commenced against any Foreign Loan Party or any Material Subsidiary of any Foreign Loan Party under any Insolvency Law,
                      any incorporation law or other applicable law in any jurisdiction in respect of (A) its bankruptcy, liquidation, winding-up, dissolution or suspension of general operations, or (B) the composition, rescheduling, reorganization,
                      arrangement or readjustment of, or other relief from, or stay of proceedings to enforce, some or all of its debts or obligations;

                     

                    (i)          any Loan Party or Material Subsidiary shall (i) voluntarily commence any proceeding or file any
                      petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or Insolvency Law now or hereafter in effect, (ii) consent to the institution of, or fail to contest
                      in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article VII, (iii) apply for or consent to the appointment of a receiver, interim receiver, receiver-manager, monitor, trustee,
                      custodian, sequestrator, conservator or similar official for such Loan Party or Material 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;

                     

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

                     

                    (k)          (i) one or more judgments for the payment of money in an aggregate amount in excess of
                      $5,000,000 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;

                     

                    
                      -163-

                      
                        


                    

                    (l)         (i) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken
                      together with all other ERISA Events that have occurred, could reasonably be expected to result in liability of the Loan Parties and their Subsidiaries in an aggregate amount exceeding $5,000,000, or the imposition of any Lien under
                      ERISA; or (ii) a Termination Event shall occur which, in the opinion of the Required Lenders, constitutes grounds for the termination under any applicable law of any Canadian Pension Plan or for the appointment by the appropriate
                      Governmental Authority of a trustee for any Canadian Pension Plan, or if any Canadian Pension Plan shall be terminated or any such trustee shall be requested or appointed, or if a Loan Party or any of its Subsidiaries is in default
                      with respect to payments to a Canadian Pension Plan resulting from their complete or partial withdrawal from such Canadian Pension Plan, and any such event under this clause (ii) could reasonably be expected to result in liability of
                      the Loan Parties and their Subsidiaries in an aggregate amount exceeding $5,000,000, or any Lien shall arise in connection with any Canadian Pension Plan, except in respect of contributions only that are not due;

                     

                    (m)         a Change in Control shall occur;

                     

                    (n)          the occurrence of any “Event of Default”, as defined in any Loan Document (other than this
                      Agreement);

                     

                    (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 Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party, or any 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, except where due to
                      such Loan Party’s permitted liquidation or dissolution under the terms of this Agreement;

                     

                    (p)        except as permitted by the terms of any Collateral Document, (i) any Collateral Document that
                      purports to create a Lien 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 (subject to Permitted Encumbrances, to the extent any such Permitted Encumbrances have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law);

                     

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

                     

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

                     

                    
                      -164-

                      
                        


                    

                    then, and in every such Event of Default (other than an Event of Default with respect to the Borrowers described in clause (h)
                      or (i) of this Article VII), and at any time thereafter during the continuance of such Event of Default, 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, whereupon the Commitments shall terminate immediately, and (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 in the case of any event with respect to the Borrowers described in clause (h) or (i) of this Article VII,
                      the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become
                      due and payable, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the 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 and the PPSA.

                     

                    ARTICLE VIII

                     

                    The Administrative Agent

                     

                    SECTION 8.01.  Appointment. 





                      Each of the Lenders, on behalf of itself and any of its Affiliates that are Secured Parties, and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such
                      actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are
                      reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than the U.S., each of the Lenders and the Issuing Bank hereby grants to the Administrative Agent any required powers of
                      attorney to execute any Collateral Document governed by the laws of such jurisdiction on such Lender’s or Issuing Bank’s behalf.  The provisions of this Article VIII are solely for the benefit of the Administrative Agent and
                      the Lenders (including the Issuing Bank), and the Loan Parties shall not have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” as used herein or in any other
                      Loan Documents (or any similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law.  Instead, such
                      term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

                     

                    
                      -165-

                      
                        


                    

                    Without limiting the powers of the Administrative Agent, for the purposes of holding any hypothec granted to
                      the Attorney (as defined below) pursuant to the laws of the Province of Québec to secure the prompt payment and performance of any and all Obligations by any Loan Party, of the Lenders, on behalf of itself and any of its Affiliates
                      that are Secured Parties, hereby irrevocably appoints and authorizes the Administrative Agent and, to the extent necessary, ratifies the appointment and authorization of the Administrative Agent, to act as the hypothecary
                      representative of the creditors as contemplated under Article 2692 of the Civil Code of Québec (in such capacity, the “Attorney”), and to enter into, to take and to hold on their behalf, and for their benefit, any hypothec, and
                      to exercise such powers and duties that are conferred upon the Attorney under any related deed of hypothec.  The Attorney shall:  (a) have the sole and exclusive right and authority to exercise, except as may be otherwise specifically
                      restricted by the terms hereof, all rights and remedies given to the Attorney pursuant to any such deed of hypothec and applicable law, and (b) benefit from and be subject to all provisions hereof with respect to the Administrative
                      Agent mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Secured Parties and any Loan Party. 
                      Any person who becomes a Secured Party shall, by its (or its Affiliate’s) execution of an Assignment and Assumption Agreement, be deemed to have consented to and confirmed the Attorney as the person acting as hypothecary
                      representative holding the aforesaid hypothecs as aforesaid and to have ratified, as of the date it becomes a Secured Party, all actions taken by the Attorney in such capacity.  The substitution of the Administrative Agent pursuant to
                      the provisions of this Section 8.01 also constitute the substitution of the Attorney.

                     

                    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.

                     

                    
                      -166-

                      
                        


                    

                    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 the 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 non-appealable 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.

                     

                    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.

                     

                    
                      -167-

                      
                        


                    

                    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 Borrower Representative, 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 Banks 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 duly 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 each Issuing Bank.  Following the effectiveness of the Administrative
                      Agent’s resignation from its capacity as such, the provisions of this Article VIII, 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.

                     

                    
                      -168-

                      
                        


                    

                    SECTION 8.07.  Non-Reliance.

                     

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

                     

                    SECTION 8.08.  Other
                        Agency Titles.  The sole bookrunner, joint lead arrangers and co-syndication agents shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders
                      as such.  Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender.  Each Lender hereby makes the same acknowledgments with respect to the relevant Lenders in their
                      respective capacities as sole bookrunner, joint lead arrangers and co-syndication agents, as applicable, as it makes with respect to the Administrative Agent in the preceding paragraph.

                     

                    
                      -169-

                      
                        


                    

                    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.  Chase 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”).
                      Chase, 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, Chase 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.  Erroneous




                            Payments.  (i) 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 (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, 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 8.06(d) shall be conclusive, absent manifest error.

                     

                    
                      -170-

                      
                        


                    

                    (ii)  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.

                     

                    (iii)  Each 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 any Borrower or any other Loan Party.

                     

                    (iv)  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.

                     

                    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:

                     

                    
                      -171-

                      
                        


                    

                    (i)           if to any Loan Party, to the Borrower Representative at:

                     

                    Standard Motor Products, Inc.

                     

                    37-18 Northern Boulevard

                     

                    Long Island City, New York 11101

                     

                    Attention:  Treasurer

                     

                    Facsimile No:  718.784.3284

                     

                    (ii)          if to the Administrative Agent or the Issuing Bank, to JPMorgan Chase Bank,
                      N.A. at:

                     

                    277 Park Avenue, 22nd Floor

                     

                    New York, NY 10172

                     

                    Attention:  Account Executive – Standard Motor Products, Inc.

                     

                    Facsimile No:  646.534.2274

                     

                    (iii)          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 Lenders 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.

                     

                    
                      -172-

                      
                        


                    

                    (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 a Platform 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 9.01, including through an Electronic System.

                     

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

                     

                    
                      -173-

                      
                        


                    

                    (b)         Except as provided in the first sentence of Section 2.09(f) (with respect to any
                      commitment increase) or in Section 2.14, 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 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 (except (1) in connection with the waiver of applicability of any post-default increase in interest rates,
                      which waiver shall be effective with the consent of the Required Lenders and (2) that any adjustment or modification of defined terms used in the determination of the Borrowing Base shall not constitute a reduction in the rate of
                      interest or fees for purposes of this clause), (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 (except (1) in connection with the waiver of applicability of any post-default increase in interest rates, which waiver shall be effective with the consent of the Required Lenders and (2) that any adjustment
                      or modification of defined terms used in the determination of the Borrowing Base shall not constitute a reduction in the rate of interest or fees for purposes of this clause), (iv) change Section 2.18(b) or (d) in a
                      manner that would alter the manner in which payments are shared, without the written consent of each Lender (other than any Defaulting Lender), (v) increase the advance rates set forth in the definition of the U.S. Borrowing Base or
                      the Canadian Borrowing Base, add new categories of eligible assets or change the eligibility standards for components of the U.S. Borrowing Base or the Canadian Borrowing Base in a manner that results in an increase in Availability, without the written consent of each Lender (other than any Defaulting Lender), (vi) change any of
                      the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights
                      thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (other than any Defaulting Lender) directly affected thereby (except (1) in connection with the waiver of applicability
                      of any post-default increase in interest rates, which waiver shall be effective with the consent of the Required Lenders and (2) that any adjustment or modification of defined terms used in the determination of the Borrowing Base
                      shall not constitute a reduction in the rate of interest or fees for purposes of this clause), (vii) change Section 2.20, without the consent of each Lender (other than any Defaulting Lender), (viii) release any Guarantor from
                      its obligation under the 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 (ix) except as provided in clause (c) of
                      this Section or in any Collateral Document, release all or substantially all of the Collateral, without the written consent of each Lender (other than any Defaulting Lender); provided further that no such agreement shall
                      amend, modify or otherwise affect the rights or duties of the Administrative Agent or any Issuing Bank hereunder without the prior written consent of the Administrative Agent or such Issuing Bank, as the case may be (it being
                      understood that any amendment to Section 2.20 shall require the consent of the Administrative Agent and each Issuing Bank).  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 Borrowers 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.

                     

                    
                      -174-

                      
                        


                    

                    (c)          The Lenders and the Issuing Bank hereby irrevocably authorize the Administrative Agent to
                      release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the termination of all of the Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than contingent
                      obligations for which no claim has been asserted, including Unliquidated Obligations that have not yet arisen), and with respect to Letters of Credit, Swap Agreement Obligations and Bank Services Obligations the cash collateralization
                      (or the making of other arrangements with respect to) such Letters of Credit, the Unliquidated Obligations, Swap Agreement Obligations and Bank Services Obligations in a manner reasonably 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 in writing that the sale or disposition permitted by and is made in compliance with the terms of this
                      Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Equity Interests of a Subsidiary,
                      the Administrative Agent is authorized to release any Loan Guaranty provided by such Subsidiary, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under
                      this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VII.  Except as
                      provided in the preceding sentence and subject to Section 9.02(b)(ix), the Administrative Agent will not release any Liens on Collateral without the prior written authorization of the Required Lenders.  The Lenders and the
                      Issuing Banks hereby further irrevocably authorize the Administrative Agent to release or subordinate, as applicable, any Liens with respect to Real Estate (including any Fixtures therein) and Equipment in connection with the
                      incurrence by any Loan Party of any Indebtedness under any Specified Debt Transaction.  Subject to compliance by the Loan Parties and the holders of such Indebtedness under any Specified Debt Transaction with the terms and conditions
                      required to be satisfied in connection with the incurrence of such Indebtedness, the Administrative Agent agrees to release such Liens or subordinate such Liens as applicable; for the avoidance of doubt, nothing in this sentence shall
                      authorize the Administrative Agent to release or subordinate any Lien on assets of the type included in the Aggregate Borrowing Base (other than Real Estate (including an Fixtures therein) or Equipment) or assets related thereto
                      described in any Security Agreement as of the date hereof.  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.

                     

                    
                      -175-

                      
                        


                    

                    (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 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.

                     

                    (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.

                     

                    
                      -176-

                      
                        


                    

                    SECTION 9.03.  Expenses;





                      Limitation of Liability; Indemnity; Damage Waiver.

                     

                    (a)         The Loan
                      Parties shall, jointly and severally, pay all (i) reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of
                      counsel for the Administrative Agent (limited to one primary counsel, one local counsel in each reasonably necessary jurisdiction, one specialty counsel in each reasonably necessary specialty area, and one or more additional counsel
                      if one or more actual conflicts of interest arise), 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 and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) 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 9.03, 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 9.03 include, without
                      limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

                     

                    (i)           appraisals and insurance reviews;

                     

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

                     

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

                     

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

                     

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

                     

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

                     

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

                     

                    
                      -177-

                      
                        


                    

                    (b)          To the extent permitted by applicable law (i) neither any Borrower nor any Loan Party shall assert, and each Borrower
                          and each Loan Party hereby waives, any claim against the Administrative Agent, any Arranger, any Syndication Agent, 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 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)         (b) The Loan Parties shall, jointly and severally, indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any
                      of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, incremental taxes, liabilities and related expenses,
                      including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of the Loan Documents
                      or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan
                      or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly
                      comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by a Loan Party or a Subsidiary, or any Environmental Liability related
                      in any way to a Loan Party or a Subsidiary, (iv) the failure of a Loan Party to deliver to the Administrative Agent the required receipts or other required documentary evidence with respect to a payment made by a Loan Party for Taxes
                      pursuant to Section 2.17, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not such claim, litigation, investigation or proceeding is brought by any
                      Loan Party or their respective equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that
                      such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final and
                      non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, or (B) arise out of any dispute among Indemnitees that do not involve any acts or omissions of the Loan Parties or any of
                      their Affiliates (it being acknowledged and agreed that the indemnification shall extend to Chase in its capacity as the Administrative Agent (but not the Lenders) relative to disputes between or among the Administrative Agent on the
                      one hand, and one or more Lenders, or one or more of their Affiliates, on the other hand).  This Section 9.03(bc) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax
                      claim.

                     

                    
                      -178-

                      
                        


                    

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

                     

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

                     

                    (f)          (e) All amounts due under this Section 9.03 shall be payable not later than ten (10) days 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 Loan Party 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 Loan Party 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 9.04.  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 Section 9.04(c)) and, to the extent expressly contemplated hereby,
                      the Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

                     

                    
                      -179-

                      
                        


                    

                    (b)         (i)          Subject to the conditions set forth in Section 9.04(b)(ii) below, any Lender may assign
                        to one or more Persons (other than an Ineligible Assignee) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, Canadian Revolving Sub-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 five (5) 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;

                     

                    (B)         the Administrative Agent; and

                     

                    (C)         each Issuing Bank.

                     

                    (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 (including, without limitation, a proportionate share of such Lender’s Canadian Revolving Sub-Commitment);

                     

                    (C)         the parties to each assignment shall execute and deliver to the Administrative
                      Agent 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

                     

                    
                      -180-

                      
                        


                    

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

                     

                    (iii)         Subject to acceptance and recording thereof pursuant to Section
                        9.04(b)(iv), 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 Section 9.04(c).

                     

                    
                      -181-

                      
                        


                    

                    (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 (including Canadian
                      Revolving Sub-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 this Section 9.04(b) and any
                      written consent to such assignment required by this Section 9.04(b), 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 2.06(e), 2.07(b), 2.18(d) or 9.03(c), the
                      Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest
                      thereon.  No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

                     

                    (c)         Any Lender may, without the consent of the Loan Parties, the Administrative Agent or the Issuing
                      Bank, sell participations to one or more banks or other entities (a “Participant”) other than an Ineligible Assignee 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 2.17(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 Section 9.04(b); 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 Section
                        9.04(b); 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.

                     

                    
                      -182-

                      
                        


                    

                    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(c) 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 9.04 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.

                     

                    
                      -183-

                      
                        


                    

                    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.  xxiii) 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.

                     

                    
                      -184-

                      
                        


                    

                    (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 telecopyfacsimile, emailed pdf. or any other electronic means that reproduces an image of thean 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 any document to be signed in connection with this Agreement and the transactions contemplated hereby or thereby, 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 facsimile,
                          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, to the extent and as; provided for in any applicable law, including
                          the Federalthat nothing herein shall require the Administrative Agent to accept Electronic Signatures in
                      Global and National Commerce Act, the New York Stateany




                          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 and Records Act,transmitted by facsimile, emailed pdf. or any other similar state lawselectronic 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 Uniform Electronic Transactions Actlack 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 facsimile, 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.

                     

                    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.

                     

                    
                      -185-

                      
                        


                    

                    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) 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 Loans or participations in LC Disbursements 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 9.08.  The rights of each Lender under this Section 9.08 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 law of conflicts) of the State of New York, but giving effect to federal laws applicable to national banks; provided, however, that if the laws of any jurisdiction other than New York
                      shall govern in regard to the validity, perfection or effect of perfection of any lien or in regard to procedural matters affecting enforcement of any liens in Collateral, such laws of such other jurisdictions shall continue to apply
                      to that extent.

                     

                    (b)         Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to
                      the exclusive jurisdiction of any U.S. Federal or New York State court sitting in New York, New York in any action or proceeding arising out of or relating to any Loan Documents, or for recognition or enforcement of any judgment, and
                      each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such
                      Federal court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding 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.

                     

                    (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
                      Section 9.09(b).  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

                     

                    
                      -186-

                      
                        


                    

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

                     

                    SECTION 9.10.  WAIVER
                        OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
                      AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, 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 9.10.

                     

                    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
                        9.12, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap
                      or derivative transaction relating to the Loan Parties and their obligations, (g) with the consent of the Borrower Representative to the extent such Information (i) becomes publicly available other than as a result of a breach of this
                      Section 9.12 or (ii) becomes available to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis from a source other than the Borrowers.  For the purposes of this Section 9.12, “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 routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry; provided
                      that, in the case of information received from the Borrowers after the date hereof, such information is clearly identified at the time of delivery as confidential.  Any Person required to maintain the confidentiality of Information as
                      provided in this Section 9.12 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.

                     

                    
                      -187-

                      
                        


                    

                    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.

                     

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

                     

                    
                      -188-

                      
                        


                    

                    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.  Canadian
                        Anti-Money Laundering Legislation.

                     

                    (a)          Each Loan Party acknowledges that, pursuant to the Proceeds of Crime Act and other applicable
                      anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Lenders may be required to obtain, verify
                      and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. 
                      Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Lender or any prospective assignee or participant of a Lender, the
                      Administrative Agent or any Issuing Bank, in order to comply with any applicable AML Legislation, whether now or hereafter in existence.

                     

                    (b)        If the Administrative Agent has ascertained the identity of any Loan Party or any authorized
                      signatories of the Loan Parties for the purposes of applicable AML Legislation, then the Administrative Agent:

                     

                    (i)          shall be deemed to have done so as an agent for each Lender, and this
                      Agreement shall constitute a “written agreement” in such regard between each Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and

                     

                    (ii)          shall provide to each Lender copies of all information obtained in such
                      regard without any representation or warranty as to its accuracy or completeness.

                     

                    Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that neither
                      the Administrative Agent nor any other Agent has any obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lender, or to confirm the completeness or accuracy of any
                      information it obtains from any Loan Party or any such authorized signatory in doing so.  

                     

                    SECTION 9.16.  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.

                     

                    
                      -189-

                      
                        


                    

                    SECTION 9.17.  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, the PPSA, the Securities Transfer Act (Ontario) 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 9.18.  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 “Interest 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 Interest Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the
                      interest and Interest Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section 9.18 shall be cumulated and the interest and Interest 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 Federal Funds Effective Rate to the date of repayment, shall
                      have been received by such Lender.

                     

                    SECTION 9.19.  Acknowledgement





                        and Consent to Bail-In of EEA Financial Institutions.  Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges
                      that any liability of any EEAAffected Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of an EEAthe 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 an EEAthe applicable Resolution Authority
                      to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEAAffected 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 EEAAffected 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

                     

                    
                      -190-

                      
                        


                    

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




                          applicable Resolution Authority.

                     

                    SECTION 9.20.  Obligations





                        of Foreign Subsidiaries.  Notwithstanding anything in this Agreement or any other Loan Document to the contrary, none of the Foreign Loan Parties shall be liable or in any manner responsible for, or be deemed to have guaranteed,
                      directly or indirectly, whether as a primary obligor, guarantor, indemnitor, or otherwise, and none of their assets shall secure, directly or indirectly, any obligations (including principal, interest, fees, penalties, premiums,
                      expenses, charges, reimbursements, indemnities or any other U.S. Obligations) in respect of any U.S. Loan Party under this Agreement, any other Loan Document, any document with  respect to Banking Services Obligations or Swap
                      Agreement Obligations or any other agreement executed and/or delivered in connection with any of the foregoing (provided that, for the avoidance of doubt, the U.S. Loan Parties shall be jointly and severally liable for the U.S.
                      Obligations and the Foreign Obligations).

                     

                    SECTION 9.21.  No
                        Advisory or Fiduciary Responsibility.  In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each
                      Borrower acknowledges and agrees that:  (i) (A) the arranging and other services regarding this Agreement provided by the Lenders are arm’s-length commercial transactions between such Borrower and its Affiliates, on the one hand, and
                      the Lenders and their Affiliates, on the other hand, (B) such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such Borrower is capable of evaluating, and
                      understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Lenders and their Affiliates is and has been acting solely as a principal and,
                      except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower or any of its Affiliates, or any other Person and (B) no Lender or any of
                      its Affiliates has any obligation to such Borrower or any of its Affiliates with respect to the transactions contemplated hereby except, in the case of a Lender, those obligations expressly set forth herein and in the other Loan
                      Documents; and (iii) each of the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower and its Affiliates, and no Lender or any of its
                      Affiliates has any obligation to disclose any of such interests to such Borrower or its Affiliates.  To the fullest extent permitted by law, each Borrower hereby waives and releases any claims that it may have against each of the
                      Lenders and their Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

                     

                    
                      -191-

                      
                        


                    

                    SECTION 9.22.  Waiver
                        of Immunity.  To the extent that any Loan Party has, or hereafter may be entitled to claim or may acquire, for itself, any Collateral or other assets of the Loan Parties, any immunity (whether sovereign or otherwise) from suit,
                      jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself, any Collateral or any other assets of the Loan
                      Parties, such Loan Party hereby waives such immunity in respect of its obligations hereunder and under any promissory notes evidencing the Loans hereunder and any other Loan Document to the fullest extent permitted by applicable law
                      and, without limiting the generality of the foregoing, agrees that the waivers set forth in this Section 9.22 shall be effective to the fullest extent now or hereafter permitted under the Foreign Sovereign Immunities Act of
                      1976 (as amended, and together with any successor legislation) and are, and are intended to be, irrevocable for purposes thereof.

                     

                    SECTION 9.23.  Marketing





                        Consent.  The Borrowers hereby authorize Chase, the Arrangers and each of their respective Affiliates, 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 Chase in writing that such
                      authorization is revoked.

                     

                    SECTION 9.24.  Judgment
                        Currency.  If for the purpose of obtaining judgment in any court it is necessary to convert an amount due hereunder in the currency in which it is due (the “Original Currency”) into another currency (the “Second
                        Currency”), the rate of exchange applied shall be that at which, in accordance with normal banking procedures, the Administrative Agent could purchase in the New York foreign exchange market, the Original Currency with the
                      Second Currency on the date two (2) Business Days preceding that on which judgment is given. Each Borrower agrees that its obligation in respect of any Original Currency due from it hereunder shall, notwithstanding any judgment or
                      payment in such other currency, be discharged only to the extent that, on the Business Day following the date the Administrative Agent receives payment of any sum so adjudged to be due hereunder in the Second Currency, the Agent may,
                      in accordance with normal banking procedures, purchase, in the New York foreign exchange market, the Original Currency with the amount of the Second Currency so paid; and if the amount of the Original Currency so purchased or could
                      have been so purchased is less than the amount originally due in the Original Currency, each Borrower agrees as a separate obligation and notwithstanding any such payment or judgment to indemnify the Administrative Agent against such
                      loss. The term “rate of exchange” in this Section 9.24 means the spot rate at which the Administrative Agent, in accordance with normal practices, is able on the relevant date to purchase the Original Currency with the Second
                      Currency, and includes any premium and costs of exchange payable in connection with such purchase.

                     

                    SECTION 9.25. 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):

                     

                    
                      -192-

                      
                        


                    

                    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.

                     

                    ARTICLE X

                     

                    Loan Guaranty

                     

                    SECTION 10.01.  Guaranty.

                     

                    (a)       U.S. Guaranty.  Each U.S. Loan Party 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 and performance 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 Loan Party of all or any part of the Secured Obligations (such costs and
                      expenses, together with the Secured Obligations, collectively the “U.S. Guaranteed Obligations”; provided, however, that the definition of “U.S. Guaranteed Obligations” shall not create any guarantee by any U.S.
                      Loan Party of (or grant of security interest by any U.S. Loan Party to support, as applicable) any Excluded Swap Obligations of such U.S. Loan Party for purposes of determining any obligations of any U.S. Loan Party).  Each U.S. Loan
                      Party further agrees that the U.S. 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 U.S. Loan Guaranty apply to and may be enforced by or on behalf of any domestic or foreign
                      branch or Affiliate of any Lender or Issuing Bank that extended any portion of the U.S. Guaranteed Obligations.

                     

                    
                      -193-

                      
                        


                    

                    (b)        Foreign Guaranty.  Each Foreign Loan Party 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 and performance when due, whether at stated maturity, upon acceleration
                      or otherwise, and at all times thereafter, of the Foreign 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 Foreign Secured Obligations from, or in prosecuting any action against, the Canadian Borrower or any other Foreign Loan Party of
                      all or any part of the Foreign Secured Obligations (such costs and expenses, together with the Foreign Secured Obligations, collectively the “Foreign Guaranteed Obligations”; the U.S. Guaranteed Obligations and the Foreign
                      Guaranteed Obligations, collectively, the “Guaranteed Obligations”).  Each Foreign Loan Party further agrees that the Foreign 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.

                     

                    (c)          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 the Administrative Agent, any Issuing Bank or any Lender that extended any portion of the Guaranteed Obligations.  For purposes of this Article X, (i) the phrase “applicable Guaranteed
                      Obligations” shall refer to the U.S. Guaranteed Obligations of the U.S. Loan Parties or the Foreign Guaranteed Obligations of the Foreign Loan Parties, as the context may require, and (ii) the phrase “applicable Guarantors” shall
                      refer to the U.S. Loan Parties and/or the Foreign Loan Parties, as the context may require.

                     

                    SECTION 10.02.  Guaranty





                        of Payment.  This Loan Guaranty is a guaranty of payment and not of collection.  Each Loan Party waives any right to require the Administrative Agent, the Issuing Bank or any Lender to sue any Borrower, any Loan Party, any other
                      guarantor of, or any other Person obligated for, all or any part of the applicable 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 Party hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or
                      termination for any reason (other than the indefeasible payment in full in cash of the applicable 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 applicable
                      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 Party 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.

                     

                    
                      -194-

                      
                        


                    

                    (b)          The obligations of each Loan Party 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 applicable Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting
                      to prohibit payment by any Obligated Party, of the applicable Guaranteed Obligations or any part thereof.

                     

                    (c)         Further, the obligations of any Loan Party 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 applicable Guaranteed Obligations; (ii) any waiver
                      or modification of or supplement to any provision of any agreement relating to the applicable 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 applicable Guaranteed Obligations or any obligations of any other Obligated Party liable for any of the applicable 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 applicable Guaranteed Obligations; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the
                      applicable 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 Party or that would otherwise operate as a discharge of any Loan Party as a
                      matter of law or equity (other than the indefeasible payment in full in cash of the applicable Guaranteed Obligations).

                     

                    SECTION 10.04.  Defenses





                        Waived.  To the fullest extent permitted by applicable law, each Loan Party hereby waives any defense based on or arising out of any defense of any Borrower or any Loan Party or the unenforceability of all or any part of the
                      Guaranteed Obligations of such party from any cause, or the cessation from any cause of the liability of any Borrower, any Loan Party or any other Obligated Party, other than the indefeasible payment in full in cash of the applicable
                      Guaranteed Obligations. Without limiting the generality of the foregoing, each Loan Party 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 Party 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 applicable Guaranteed Obligations, compromise or adjust any part of the applicable 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 Party under this Loan Guaranty except to
                      the extent the applicable Guaranteed Obligations have been fully and indefeasibly paid in cash.  To the fullest extent permitted by applicable law, each Loan Party 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 Party against any Obligated Party or any security.

                     

                    
                      -195-

                      
                        


                    

                    SECTION 10.05.  Rights
                        of Subrogation.  No Loan Party 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 Obligated Parties and Loan Parties 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 applicable 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 applicable Loan Party’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 applicable 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 such Guaranteed Obligations shall nonetheless be payable by the applicable Loan Parties forthwith on demand by the Administrative Agent.

                     

                    SECTION 10.07.  Information. 





                      Each Loan Party 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 applicable Guaranteed
                      Obligations and the nature, scope and extent of the risks that each Loan Party 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 Party of information known to it regarding those circumstances or risks.

                     

                    SECTION 10.08.  Termination. 





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

                     

                    
                      -196-

                      
                        


                    

                    SECTION 10.09.  Taxes. 





                      Each payment of the Guaranteed Obligations will be subject to the provisions of Section 2.17, mutatis mutandis with respect to all payments made by the Loan Parties of the applicable
                      Guaranteed Obligations.

                     

                    SECTION 10.10.  Maximum
                        Liability.  Notwithstanding any other provision of this Loan Guaranty, the amount guaranteed by each applicable Loan Party hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be
                      subject to avoidance under applicable federal, state, provincial, foreign bankruptcy or other Insolvency Law, including Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform
                      Fraudulent Conveyance Act or similar statute or common law.  In determining the limitations, if any, on the amount of any Loan Party’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 Party 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 Party 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 Party with respect to the applicable Guaranteed Obligations exceeds the amount which otherwise would have
                      been paid by or attributable to such Loan Party if each applicable Loan Party had paid the aggregate applicable Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Loan Party’s “Allocable Amount”
                      (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the applicable Loan Parties 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 applicable Guaranteed Obligations (other than Unliquidated Obligations that have not yet arisen), and all Commitments and Letters of Credit have
                      terminated or expired or, in the case of all Letters of Credit, are fully collateralized on terms reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, and this Agreement, any Swap Agreement Obligations
                      and the Banking Services Obligations have terminated, such Loan Party shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other applicable Loan Party 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 Party shall be equal to the
                      excess of the fair saleable value of the property of such Loan Party over the total liabilities of such Loan Party (including the maximum amount reasonably expected to become due in respect of contingent liabilities, calculated,
                      without duplication, assuming each other applicable Loan Party that is also liable for such contingent liability pays its ratable share thereof), giving effect to all payments made by other applicable Loan Parties as of such date in a
                      manner to maximize the amount of such contributions.

                     

                    
                      -197-

                      
                        


                    

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

                     

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

                     

                    (e)          The rights of the indemnifying Loan Parties against other applicable Loan Parties under this Section




                        10.11 shall be exercisable upon the full and indefeasible payment of the Guaranteed Obligations in cash (other than Unliquidated Obligations that have not yet arisen) and the termination or expiry (or, in the case of all Letters
                      of Credit, full cash collateralization), on terms reasonably acceptable to the Administrative Agent and the Issuing Bank, of the Commitments and all Letters of Credit issued hereunder and the termination of this Agreement, the Swap
                      Agreement Obligations and the Banking Services Obligations.

                     

                    SECTION 10.12.  Liability





                        Cumulative.  The liability of each Loan Party as a Loan Party 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 Guarantor to honor all of its
                      obligations under this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 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.

                     

                    
                      -198-

                      
                        


                    

                    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), provided that, in the case of a Revolving Loan, such amount
                      shall not exceed Availability.  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.  Notices. 





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

                     

                    SECTION 11.05.  Successor





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

                     

                    SECTION 11.06.  Execution





                        of Loan Documents; Borrowing Base Certificate.  The Borrowers hereby empower and authorize the Borrower Representative, on behalf of the Borrowers, to execute and deliver to the Administrative Agent and the Lenders the Loan
                      Documents and all related agreements, certificates, documents, or instruments as shall be necessary or appropriate to effect the purposes of the Loan Documents, including, without limitation, the Borrowing Base Certificates and 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.

                     

                    
                      -199-

                      
                        


                    

                    
                    SECTION 11.07.  Reporting. 





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

                     

                    SECTION 11.08.  Process
                        Agent.  Each Foreign Loan Party hereby irrevocably designates and appoints the Borrower Representative, in the case of any suit, action or proceeding brought in the United States as its designee, appointee and agent to receive,
                      accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any action or proceeding arising out of or in connection with
                      this Agreement or any other Loan Document.  Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to such Foreign Loan Party in care of the Borrower Representative
                      at the Borrower Representative’s address set forth in Section 9.01, and each such Foreign Loan Party hereby irrevocably authorizes and directs the Borrower Representative to accept such service on its behalf.  As an
                      alternative method of service, each Foreign Loan Party irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such
                      process to the Borrower Representative or such Foreign Loan Party at its address specified in Section 9.01.  Each Foreign Loan Party 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.

                     

                    [Signature Pages Follow]

                     

                    [Remainder of Page Intentionally Left Blank]

                     

                      

                  

                

              

            

          

        

      

      
        -200-

        
          


      

       
      
        
          Annex B

          

          

        

        COMMITMENT SCHEDULE

        

        

        	
                Lender

                 

              	 	
                Commitment

              	 	 	
                Canadian Revolving Sub-

                Commitment1

              	 	 	
                Issuing Bank Sublimit

              	 
	
                 

                JPMorgan Chase Bank, N.A.

                (and with respect to the Canadian Revolving Sub-Commitment, JPMorgan Chase Bank, N.A., Toronto Branch)

                 

              	 	
                $

              	
                108,000,000.00

              	 	 	
                $

              	
                3,600,000.00

              	 	 	
                $

              	
                15,000,000.00

              	 
	
                 

                Wells Fargo Bank, National Association

                (and with respect to the Canadian Revolving Sub-Commitment, Wells Fargo Capital Finance Corporation Canada)

                 

              	 	
                $

              	
                72,000,000.00

              	 	 	
                $

              	
                2,400,000.00

              	 	 	
                $

              	
                0

              	 
	
                 

                Bank of America, N.A. (and with respect to the Canadian
                    Revolving Sub-Commitment, Bank of America, N.A. (acting through its Canada Branch))

                 

              	 	
                $

              	
                72,000,000.00

              	 	 	
                $

              	
                2,400,000.00

              	 	 	
                $

              	
                0

              	 
	
                 

                HSBC Bank USA, National Association

                 

              	 	
                $

              	
                24,000,000.00

              	 	 	
                $

              	
                800,000.00

              	 	 	
                $

              	
                15,000,000.00

              	 
	
                 

                Truist Bank

                 

              	 	
                $

              	
                24,000,000.00

              	 	 	
                $

              	
                800,000.00

              	 	 	
                $

              	
                0

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Total

              	 	
                $

              	
                300,000,000.00

              	 	 	
                $

              	
                10,000,000.00

              	 	 	
                $

              	
                15,000,000.00

              	 


         

        

         
        

        1 The Canadian Revolving Sub-Commitment is a part of, and not in addition to the Commitments
            of the Lenders set forth in this Commitment Schedule.

      

      
        
          


      

      
        Annex C

        

        

        Exhibit B (Form of Borrowing Base Certificate)

      

       

      

      	 	
              

               

            	
              BORROWING BASE REPORT (figures in '000's)

            
	 	 	 	 	
               Rpt #

            	 
	 	
              Obligor Number:

            	 	 	
               Date:

            	 
	 	
              Loan Number:

            	 	 	
              Period Covered:

            
	
              COLLATERAL CATEGORY

            	 	 	 	 
	
              A/R

            	
              Inventory

            	
              Total Eligible Collateral

            	 
	
              Description

            	 	 	 	 
	
              1

            	
              Beginning  Balance ( Previous report - Line 8)

            	 	 	 	 
	
              2

            	
              Additions to Collateral (Gross Sales or Purchases)

            	 	 	 	 
	
              3

            	
              Other Additions (Add back any non-A/R cash in line 3)

            	 	 	 	 
	
              4

            	
              Deductions to Collateral (Cash Received)

            	 	 	 	 
	
              5

            	
              Deductions to Collateral (Discounts, other)

            	 	 	 	 
	
              6

            	
              Deductions to Collateral (Credit Memos, all)

            	 	 	 	 
	
              7

            	
              Other non-cash credits to A/R

            	 	 	 	 
	
              8

            	
              Total Ending Collateral Balance

            	 	 	 	 
	
              9

            	
              Less Ineligible - Past Due

            	 	 	 	 
	
              10

            	
              Less Ineligible - Cross-age ( ___%)

            	 	 	 	 
	
              11

            	
              Less Ineligible - Foreign

            	 	 	 	 
	
              12

            	
              Less Ineligible - Contra

            	 	 	 	 
	
              13

            	
              Less Ineligible - Other (attach schedule)

            	 	 	 	 
	
              14

            	
              Total Ineligibles -Accounts Receivable

            	 	 	 	 
	 	 	 	 	 	 
	
              15

            	
              Less Ineligible  -- Inventory Slow-moving

            	 	 	 	 
	
              16

            	
              Less Ineligible -- Inventory Offsite not covered

            	 	 	 	 
	
              17

            	
              Less Ineligible -- Inventory WIP

            	 	 	 	 
	
              18

            	
              Less Ineligible -- Consigned

            	 	 	 	 
	
              19

            	
              Less Ineligible -- Other (attach schedule)

            	 	 	 	 
	
              20

            	
              Total Ineligibles Inventory

            	 	 	 	 
	 	 	 	 	 	 
	
              21

            	
              Total Eligible Collateral

            	 	 	 	 
	
              22

            	
              Advance Rate Percentage

            	 	 	 	 
	
              23

            	
              Net Available - Borrowing Base Value

            	 	 	 	 
	
              25

            	
              Total Borrowing Base Value

            	 	 	 	 
	
              25.A

            	
              Total Availability/ CAPS

            	 	 	 	 
	
              26

            	
               Revolver Line

            	 	 	
              Total Revolver Line

            	
              300,000

            
	
              26A

            	
              Line Reserve

            	 	 	 	 
	
              27

            	
              Maximum Borrowing Limit (Lesser of 25. or 26.)*

            	 	 	
              Total Available

            	 
	
              27A

            	
              Suppressed Availability

            	 	 	 	 
	 	
              LOAN STATUS

            	 	 	 	 
	
              28

            	
              Previous Loan Balance (Previous Report Line 31)

            	 	 	 	 
	
              29

            	
              Less:  A.  Net Collections (Same as line 4)

            	 	 	 	 
	 	
                              B.  Adjustments / Other _________________

            	 	 	 	 
	
              30

            	
              Add:   A.  Request for Funds

            	 	 	 	 
	 	
                             B.  Adjustments / Other __Interest_______

            	 	 	 	 
	
              31

            	
              New Loan Balance          

            	 	 	
              Total New Loan Balance:

            	 
	
              32

            	
              Letters of Credit/Bankers Acceptance Outstanding

            	 	 	 	 
	
              33

            	
              Availability Not Borrowed (Lines 27 less 31 & 32)

            	 	 	 	 
	
              35

            	
              OVERALL EXPOSURE (lines 31 & 34)

            	 	 	 	 
	 	
              Pursuant to, and in accordance with, the terms and provisions of that certain Credit Agreement ("Agreement"), between JPM Chase ("Secured
                Party") and Standard Motor Products, Inc. and Trumpet Holdings, Inc. (collectively the "US Borrowers") and SMP Motor Products, Ltd. (as "Canadian Borrower" and collectively with the US Borrowers, the "Borrowers"), Borrowers are executing
                and delivering to Secured Party this Collateral Report accompanied by supporting data (collectively referred to as ("Report").  Borrowers warrant and represent to Secured Party that this Report is true, correct, and based on information
                contained in Borrowers' own financial accounting records.  Borrowers, by the execution of this Report, hereby ratifies, confirms and affirms all of the terms, conditions and provisions of the Agreement, and further certifies that the
                Borrowers are in compliance with said Agreement. 

            


      	 	
               BORROWER NAME:

            	 	
               AUTHORIZED SIGNATURE:

            	
              DATE:

            
	 	 	 	 	 	 
	 	
              Standard Motor Products, Inc. / Trumpet Holdings, Inc. /

            	 	 	 	 
	 	
              SMP Motor Products, Ltd.