Exhibit 10.3


 


Execution Version


 


 



 


SECOND AMENDED AND RESTATED CREDIT
AGREEMENT


 


Dated as of December 4, 2015


 


among


 


 






 


SQBG, INC. (formerly known as Sequential
Brands Group, Inc.),


as the initial borrower to be replaced by
SEQUENTIAL BRANDS GROUP, INC. (formerly known as Singer Madeline Holdings, Inc.) on the Effective Date immediately following
the consummation of the MSLO Acquisition described herein,


 


as the Borrower


 


 






 


The Guarantors Named Herein


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,


as Administrative Agent and Collateral Agent


and


 


The Lenders Party Hereto


 


 






 



     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS	2
	 	 	 
	1.01	Defined Terms	2
	1.02	Other Interpretive Provisions	40
	1.03	Accounting Terms	40
	1.04	Rounding	41
	1.05	Times of Day	41
	1.06	Pro Forma Calculations	41
	 	 	 
	ARTICLE II THE COMMITMENTS AND LOANS	42
	 	 	 
	2.01	Loans	42
	2.02	Continuations and Conversions of Loans	42
	2.03	[Reserved]	43
	2.04	Prepayments	43
	2.05	[Reserved]	45
	2.06	Repayment of Obligations	45
	2.07	Interest	45
	2.08	Fees	45
	2.09	Computation of Interest and Fees	46
	2.10	Evidence of Debt	46
	2.11	Payments Generally; Agent’s Clawback	47
	2.12	Sharing of Payments by Lenders	48
	2.13	[Reserved]	48
	2.14	Incremental Facility	48
	 	 	 
	ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY	51
	 	 	 
	3.01	Taxes	51
	3.02	Illegality	55
	3.03	Inability to Determine Rates	56
	3.04	Increased Costs; Reserves on LIBOR Rate Loans	56
	3.05	Compensation for Losses	57
	3.06	Mitigation Obligations; Replacement of Lenders	58
	3.07	Survival	58
	 	 	 
	ARTICLE IV CONDITIONS PRECEDENT TO LOANS	58
	 	 	 
	4.01	Conditions of Initial Loans	58
	 	 	 
	ARTICLE V REPRESENTATIONS AND WARRANTIES	61
	 	 	 
	5.01	Existence, Qualification and Power	61
	5.02	Authorization; No Contravention	61
	5.03	Governmental Authorization; Other Consents	62
	5.04	Binding Effect	62
	5.05	Financial Statements; No Material Adverse Effect	62
	5.06	Litigation	63
	5.07	No Default	63


 




    	(i)



     


    

 


	5.08	Ownership of Property; Liens	63
	5.09	Environmental Compliance	63
	5.10	Insurance	64
	5.11	Taxes	64
	5.12	ERISA Compliance	64
	5.13	Subsidiaries; Equity Interests	65
	5.14	Margin Regulations; Investment Company Act	65
	5.15	Disclosure	66
	5.16	Compliance with Laws	66
	5.17	Intellectual Property; Licenses, Etc.	66
	5.18	Reserved	66
	5.19	Security Documents	66
	5.20	Solvency	67
	5.21	Deposit Accounts	67
	5.22	Brokers	67
	5.23	Material Contracts	67
	5.24	OFAC	67
	 	 	 
	ARTICLE VI AFFIRMATIVE COVENANTS	67
	 	 	 
	6.01	Financial Statements	67
	6.02	Certificates; Other Information	68
	6.03	Notices	70
	6.04	Payment of Obligations	71
	6.05	Preservation of Existence, Etc.	71
	6.06	Maintenance of Properties; Material Intellectual Property	71
	6.07	Maintenance of Insurance	72
	6.08	Compliance with Laws	72
	6.09	Books and Records; Accountants	73
	6.10	Inspection Rights; Appraisals of Intellectual Property	73
	6.11	Additional Loan Parties	74
	6.12	Cash Management	74
	6.13	Information Regarding the Collateral	75
	6.14	Environmental Laws	75
	6.15	Further Assurances	75
	6.16	Material Contracts	76
	6.17	Board Packages	76
	6.18	Post-Closing Items	76
	 	 	 
	ARTICLE VII NEGATIVE COVENANTS	76
	 	 	 
	7.01	Liens	77
	7.02	Investments	77
	7.03	Indebtedness; Disqualified Stock; Equity Issuances	77
	7.04	Fundamental Changes	77
	7.05	Dispositions	78
	7.06	Restricted Payments	78
	7.07	Prepayments of Indebtedness	79
	7.08	Change in Nature of Business	79
	7.09	Transactions with Affiliates	79
	7.10	Burdensome Agreements	80
	7.11	Use of Proceeds	80


 




    	(ii)



     


    

 


	7.12	Amendment of Material Documents; Material Licenses	80
	7.13	Fiscal Year	81
	7.14	Deposit Accounts	81
	7.15	Financial Covenants	81
	 	 	 
	ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES	83
	 	 	 
	8.01	Events of Default	83
	8.02	Remedies Upon Event of Default	85
	8.03	Application of Funds	86
	8.04	Right to Cure	87
	 	 	 
	ARTICLE IX THE AGENT	87
	 	 	 
	9.01	Appointment and Authority	87
	9.02	Rights as a Lender	87
	9.03	Exculpatory Provisions	88
	9.04	Reliance by Agent	89
	9.05	Delegation of Duties	89
	9.06	Resignation or Replacement of Agent	89
	9.07	Non-Reliance on Agent and Other Lenders	90
	9.08	Agent May File Proofs of Claim	90
	9.09	Collateral and Guaranty Matters	90
	9.10	Notice of Transfer	91
	9.11	Reports and Financial Statements	91
	9.12	Agency for Perfection	92
	9.13	Indemnification of Agent	92
	9.14	Relation among Lenders	92
	 	 	 
	ARTICLE X MISCELLANEOUS	92
	 	 	 
	10.01	Amendments, Etc.	92
	10.02	Notices; Effectiveness; Electronic Communications	94
	10.03	No Waiver; Cumulative Remedies	95
	10.04	Expenses; Indemnity; Damage Waiver	96
	10.05	Payments Set Aside	97
	10.06	Successors and Assigns	97
	10.07	Treatment of Certain Information; Confidentiality	100
	10.08	Right of Setoff	101
	10.09	Interest Rate Limitation	101
	10.10	Counterparts; Integration; Effectiveness	101
	10.11	Survival	102
	10.12	Severability	102
	10.13	Replacement of Lenders	102
	10.14	Governing Law; Jurisdiction; Etc.	103
	10.15	Waiver of Jury Trial	103
	10.16	No Advisory or Fiduciary Responsibility	104
	10.17	USA PATRIOT Act Notice	104
	10.18	Foreign Assets Control Regulations	105
	10.19	Time of the Essence	105
	10.20	Press Releases	105
	10.21	Additional Waivers	105


 




    	(iii)



     


    

 


	10.22	No Strict Construction	107
	10.23	Attachments	107
	10.24	Electronic Execution of Assignments and Certain Other Documents	107
	10.25	Keepwell	107
	10.26	California Judicial Reference	107
	10.27	Effective Date Assignment and Assumption	108
	10.28	Intercreditor Agreement	108
	10.29	Amendment and Restatement; Agent Authorization	108
	 	 	 
	SIGNATURES	S-1


 




    	(iv)



     


    

 


SCHEDULES


 


	1.01	Non-Guarantor Subsidiaries
	2.01(a)	Commitments  
	2.01(d)	Applicable Percentages
	5.01	Loan Parties Organizational Information
	5.08(b)(1)	Owned Real Estate
	5.08(b)(2)	Leased Real Estate
	5.10	Insurance
	5.13	Subsidiaries; Other Equity Investments
	5.17	Material Intellectual Property; Material Licenses
	5.21	Deposit Accounts
	5.23	Material Contracts
	6.18	Post-Closing Items
	7.01	Existing Liens
	7.02	Existing Investments
	7.03	Existing Indebtedness
	10.02	Agent’s Office; Certain Addresses for Notices


 


EXHIBITS


 


Form of


 


	A	Loan Notice
	B	Term Note
	C	Compliance Certificate
	D	Assignment and Assumption
	E-1	U.S. Tax Compliance Certificate
	E-2	U.S. Tax Compliance Certificate
	E-3	U.S. Tax Compliance Certificate
	E-4	U.S. Tax Compliance Certificate


 




    	(v)



     


    

 


SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


This SECOND AMENDED
AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of December 4, 2015, among SQBG, INC.
(formerly known as Sequential Brands Group, Inc.), a Delaware corporation (“SQBG”), SEQUENTIAL BRANDS GROUP,
INC. (formerly known as SINGER MADELINE HOLDINGS, INC.), a Delaware corporation (“Sequential”, which,
by execution of this Agreement, assumes, on the Effective Date, immediately following the consummation of the MSLO Acquisition,
all the rights and obligations of SQBG as the Borrower hereunder, including with respect to the Loans borrowed by SQBG on the Effective
Date); the Guarantors; each lender from time to time party hereto (collectively, the “Lenders” and individually,
a “Lender”); and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent
(collectively, with any successor thereto, the “Agent”). As used in this Agreement and the other Loan Documents,
the term “Borrower” means, until consummation of the MSLO Acquisition, SQBG, and from and after consummation of the
MSLO Acquisition, Sequential.


 


WITNESSETH:


 


WHEREAS, SQBG,
Sequential, Martha Stewart Living Omnimedia, Inc. (“MSLO”), Madeline Merger Sub, Inc., a wholly owned Subsidiary
of Sequential (“Madeline Merger Sub”), and Singer Merger Sub, Inc., a wholly owned Subsidiary of Sequential
(“Singer Merger Sub”), have entered into that certain Agreement and Plan of Merger dated as of June 22, 2015
( the “MSLO Acquisition Agreement”), pursuant to which (a) Singer Merger Sub will merge with and into SQBG with
SQBG continuing as the surviving corporation and (b) Madeline Merger Sub will merge with and into MSLO, with MSLO continuing as
the surviving corporation, in each case as a wholly owned subsidiary of Sequential (the “MSLO Acquisition”);


 


WHEREAS, on
the date hereof, Sequential Brands Group, Inc. amended its name to “SQBG, Inc.” and Singer Madeline Holdings, Inc.
amended its name to “Sequential Brands Group, Inc.”


 


WHEREAS, upon
the closing of the MSLO Acquisition, Sequential shall assume all the rights and obligations of SQBG as the Borrower hereunder,
including with respect to the Loans borrowed by SQBG on the Effective Date;


 


WHEREAS, the
Loan Parties (as hereinafter defined) have requested that the Lenders continue and extend certain credit facilities to the Borrower
in an aggregate amount of up to $368,000,000 to fund a portion of the consideration under the MSLO Acquisition Agreement, to refinance
certain outstanding Indebtedness, to pay related costs and expenses related to the MSLO Acquisition Agreement and related transactions,
and for general corporate purposes; the Loan Parties hereby acknowledge and agree that the aggregate principal amount of the loans
outstanding under the Existing Credit Agreement as of the Effective Date (the “Existing Loans”) is $215,500,000,
and such loans shall continue as the loans extended under this Agreement pursuant to the terms as set forth herein; and


 


WHEREAS, the
Lenders have agreed to make such loans and other financial accommodations to the Loan Parties on the terms and conditions contained
herein.


 


NOW, THEREFORE,
in consideration of the mutual conditions and agreements set forth in this Agreement, and for good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby agree as follows:


 



    	-1-



     


    

 


ARTICLE I


DEFINITIONS AND ACCOUNTING
TERMS


 


1.01         Defined
Terms. As used in this Agreement, the following terms shall have the meanings set forth below:


 


“Accommodation
Payment” as defined in Section 10.21(c).


 


“Acquisition”
means, with respect to any Person (a) a purchase of a Controlling interest in the Equity Interests of any other Person, (b) a purchase
or other acquisition of all or substantially all of the assets or properties of, another Person or of any business unit of another
Person, or (c) any merger or consolidation of such Person with any other Person or other transaction or series of transactions
resulting in the acquisition of all or substantially all of the assets, or a Controlling interest in the Equity Interests, of any
Person, in each case in any transaction or group of transactions which are part of a common plan.


 


“Acquisition
Representations” means such of the representations made by, or on behalf of, MSLO in the MSLO Acquisition Agreement as are
material to the interests of the Lenders, but only to the extent that SQBG (or any of its Affiliates) would have the right (after
giving effect to any applicable cure provisions) to terminate its (or its Affiliates’) obligations under the MSLO Acquisition
Agreement or not consummate the MSLO Acquisition as a result of a breach of such representations in the MSLO Acquisition Agreement.


 


“Act” has
the meaning provided in Section 10.17.


 


“Additional Commitment
Lender” has the meaning provided in Section 2.14(c).


 


“Adjusted LIBOR
Rate” means, with respect to any LIBOR Rate Loan for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/16 of one percent (1%)) equal to the LIBOR Rate for such Interest Period multiplied by the Statutory Reserve
Rate. The Adjusted LIBOR Rate will be adjusted automatically as to all LIBOR Rate Loans then outstanding as of the effective date
of any change in the Statutory Reserve Rate.


 


“Adjustment Date”
means, in connection with a change in the Applicable Margin resulting from a change in the Consolidated Total Leverage Ratio and/or
the Consolidated Net Leverage Ratio, the second Business Day after the Borrower delivers each of the financial statements and the
Compliance Certificate required to be delivered pursuant to Sections 6.01(a), 6.01(b) and 6.02(b) hereunder.


 


“Affiliate”
means, (a) with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified, and (b) with respect to the Agent or any Lender (i) any
other Person directly or indirectly holding 10% or more of any class of the Equity Interests of that Person, and (ii) any other
Person 10% or more of any class of whose Equity Interests is held directly or indirectly by that Person.


 


“Agent”
has the meaning ascribed to it in the Preamble.


 


“Agent Parties”
has the meaning provided in Section 10.02(c).


 


“Agent’s
Office” means the Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address
or account as the Agent may from time to time notify the Borrower and the Lenders.


 






    	-2-



     


    

 


“Aggregate Commitments”
means the Commitments of all Lenders. As of the Effective Date, the Aggregate Commitments are $368,000,000.


 


“Agreement”
means this Second Amended and Restated Credit Agreement.


 


“Allocable Amount”
has the meaning provided in Section 10.21(d).


 


“Applicable Lenders”
means the Required Lenders, all affected Lenders, or all Lenders, as the context may require.


 


“Applicable Margin”
means:


 


(a)          (1)
from and after the Effective Date until the first Adjustment Date, and (2) from and after the first Adjustment Date and on each
Adjustment Date thereafter for which (i) the Consolidated Total Leverage Ratio as of the end of the immediately preceding Fiscal
Quarter is greater than or equal to 4.75:1.00 but less than or equal to 6.00:1.00 and/or (ii) the Consolidated Net Leverage Ratio
as at the end of the immediately preceding Fiscal Quarter is greater than or equal to 4.50:1.00 but less than 5.75:1.00, then at
(A) in the case of LIBOR Rate Loans, 8.25% and (B) in the case of Base Rate Loans, 7.25%;


 


(b)          from
and after the first Adjustment Date and on each Adjustment Date thereafter for which (i) the Consolidated Total Leverage Ratio
as of the end of the immediately preceding Fiscal Quarter is less than 4.75:1.00 and/or (ii) the Consolidated Net Leverage Ratio
as at the end of the immediately preceding Fiscal Quarter is less than 4.50:1.00, then at (A) in the case of LIBOR Rate Loans,
8.00% and (B) in the case of Base Rate Loans, 7.00%;


 


(c)          from
and after the first Adjustment Date and on each Adjustment Date thereafter for which the Consolidated Total Leverage Ratio as of
the end of the immediately preceding Fiscal Quarter is greater than 6.00:1.00 and/or (ii) the Consolidated Net Leverage Ratio as
at the end of the immediately preceding Fiscal Quarter is equal to or greater than 5.75:1.00, then at (A) in the case of LIBOR
Rate Loans, 8.75% and (B) in the case of Base Rate Loans, 7.75%; and


 


(d)          in
connection with the foregoing, (i) if at any time the Borrower shall have failed to deliver financial statements and Compliance
Certificates when so required, the Applicable Margin shall be at the rate set forth in clause (c) above until such time as such
financial statements and Compliance Certificate are delivered, at which time the Applicable Margin shall be determined as provided
above and (ii) if any financial statements or Compliance Certificates used to calculate the Consolidated Total Leverage Ratio or
the Consolidated Net Leverage Ratio are at any time restated or otherwise revised (including as a result of an audit) or if the
information set forth in such financial statements or Compliance Certificate otherwise proves to be false or incorrect such that
the Applicable Margin would have been higher than was otherwise in effect during any period, without constituting a waiver of any
Default or Event of Default arising as a result thereof, interest due under this Agreement shall be immediately recalculated at
such higher rate for any applicable periods and shall be due and payable on demand from any Lender.


 


“Applicable Percentage”
means with respect to all of the Obligations due to any Lender at any time, the percentage (carried out to the ninth decimal place)
of the outstanding amount of the aggregate Loans held by such Lender at such time as set forth opposite the name of such Lender
on Schedule 2.01(d) or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.


 






    	-3-



     


    

 


“Approved Fund”
means (a) a GSO Entity, or (b) any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding
or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and that is
administered, managed, underwritten or sub-advised by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate
of an entity that administers, manages or sub-advises a Lender.


 


“Arranger”
means GSO Capital Partners LP, in its capacity as sole lead arranger and sole book manager, together with its successors and assigns.


 


“Assignee Group”
means two (2) or more Eligible Assignees that are Affiliates of one another or two (2) or more Approved Funds managed by the same
investment advisor.


 


“Assignment and
Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any
party whose consent is required by Section 10.06(b)), and accepted by the Agent, in substantially the form of Exhibit D
or any other form approved by the GSO Entities and the Agent.


 


“Attributable
Indebtedness” means, on any date, (a) in respect of any Capital Lease Obligation of any Person, the capitalized amount thereof
that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any
Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other
applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with
GAAP if such lease, agreement or instrument were accounted for as a capital lease.


 


“Audited Financial
Statements” means the audited Consolidated balance sheet of SQBG and its Subsidiaries for the Fiscal Year ended December
31, 2014, and the related Consolidated statements of income or operations, Shareholders’ Equity and cash flows for such Fiscal
Year of SQBG and its Subsidiaries, including the notes thereto.


 


“Bank of America”
means Bank of America, N.A. and its successors.


 


“Bank Products”
means any services of facilities provided to any Loan Party by the Agent, any Lender, or any of their respective Affiliates, including,
without limitation, on account of (a) Swap Contracts, (b) purchase cards, (c) leasing, (d) factoring, and (e) supply chain finance
services (including, without limitation, trade payable services and supplier accounts receivable purchases), but excluding Cash
Management Services.


 


“Base Rate”
 means for any day a fluctuating rate per annum equal to the highest of (a) the rate of interest in effect for such day
as publicly announced from time to time by Bank of America as its “prime rate”; (b) the Federal Funds Rate for such
day, plus 0.50%; and (c) the LIBOR Rate for a one (1) month interest period as determined on such day, plus 1.00%. The “prime
rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return,
general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at,
above, or below such announced rate. Any change in Bank of America’s prime rate, the Federal Funds Rate or the LIBOR Rate,
respectively, shall take effect at the opening of business on the day specified in the public announcement of such change.


 


“Base Rate Loan”
means a Loan that bears interest based on the Base Rate.


 


“Blocked Account”
has the meaning provided in Section 6.12(a).


 






    	-4-



     


    

 


“Blocked Account
Agreement” means with respect to an account established by a Loan Party (other than Excluded Accounts), an agreement, in
form and substance reasonably satisfactory to the GSO Entities, establishing control (as defined in the UCC) of such account by
the Agent and whereby the Blocked Account Bank agrees, upon the occurrence and during the continuance of an Event of Default, to
comply only with the instructions originated by the Agent without the further consent of any Loan Party.


 


“Blocked Account
Bank” means each bank with whom Deposit Accounts are maintained and with whom a Blocked Account Agreement has been, or is
required to be, executed in accordance with the terms hereof.


 


“BoA Agent”
means Bank of America, in its capacity as administrative agent and collateral agent for the lenders under the BoA Credit Agreement,
together with any successor agent.


 


“BoA Credit Agreement”
means that certain Second Amended and Restated First Lien Credit Agreement, dated as of April 8, 2015, by and among SQBG, Inc.,
as the initial borrower, the guarantors party thereto, Bank of America, as the agent and the lenders party thereto, as amended
from time to time subject to the terms herein and the terms in the Intercreditor Agreement.


 


“BoA Facility”
has the meaning provided in clause (a)(i) of the definition of “Permitted Indebtedness”.


 


“Borrower”
has the meaning provided in the introductory paragraph hereto.


 


“Business Day”
means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or
are in fact closed in, New York, New York and, if such day relates to any LIBOR Rate Loan, means any such day on which dealings
in Dollar deposits are conducted by and between banks in the London interbank market.


 


“Capital Expenditures”
means, with respect to any Person for any period, (a) all expenditures made (whether made in the form of cash or other property)
or costs incurred for the acquisition or improvement of fixed or capital assets of such Person (excluding normal replacements and
maintenance which are properly charged to current operations), in each case that are (or should be) set forth as capital expenditures
in a Consolidated statement of cash flows of such Person for such period, in each case prepared in accordance with GAAP, and (b)
Capital Lease Obligations incurred by a Person during such period.


 


“Capital Lease
Obligations” means, with respect to any Person for any period, 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 liabilities on a balance sheet of such Person under GAAP and the
amount of which obligations shall be the capitalized amount thereof determined in accordance with GAAP.


 


“Cash Control
Event” means either (a) the occurrence and continuance of any Event of Default, or (b) royalty revenues received by the Loan
Parties during the immediately preceding twelve (12) months are less than 70% of the projected royalty revenues for such twelve
(12) month period as set forth in the projections for such period delivered pursuant to Section 6.01(d). For purposes of
this Agreement, the occurrence of a Cash Control Event shall be deemed continuing at the GSO Entities’ option (i) so long
as such Event of Default is continuing and has not been waived, and/or (ii) if the Cash Control Event arises as a result of the
Loan Parties’ failure to achieve royalties revenues as required hereunder, until royalty revenues as of the end of each month
exceed 70% of the projected royalties for each twelve (12) month period ending the last day of each such month, for a period of
six (6) consecutive months; provided that a Cash Control Event shall be deemed continuing (even if an Event of Default is
no longer continuing and/or royalty revenues received exceeds the required amount for six (6) consecutive months) at all times
after a Cash Control Event has occurred and been discontinued on two (2) occasions in any twelve (12) month period. The termination
of a Cash Control Event as provided herein shall in no way limit, waive or delay the occurrence of a subsequent Cash Control Event
in the event that the conditions set forth in this definition again arise.


 






    	-5-



     


    

 


“Cash Management
Services” means any cash management services provided to any Loan Party by the Agent or any Lender or any of their respective
Affiliates, including, without limitation, (a) automated clearinghouse transfer transactions, (b) controlled disbursement services,
treasury, depository, overdraft, and electronic funds transfer services, (c) credit card processing services, and (d) credit or
debit cards.


 


“CERCLA”
means the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.


 


“CERCLIS”
means the Comprehensive Environmental Response, Compensation, and Liability Information System maintained by the United States
Environmental Protection Agency.


 


“CFC” means
(a) any Person that is treated as a controlled foreign corporation under Section 957 of the Code, (b) any Person substantially
all of the assets of which consist, directly or indirectly, of Equity Interests or Indebtedness of Persons described in clause
(a) of this definition, (c) any Person treated as disregarded for U.S. federal income tax purposes that owns more than 65% of the
voting stock of a Person described in clauses (a) or (b) of this definition and (d) any subsidiary of a Person described in clauses
(a), (b) or (c) of this definition.


 


“Change in Law”
means the occurrence, after the Effective Date, of any of the following: (a) the adoption or taking effect of any Law or treaty,
(b) any change in any Law or treaty or in the administration, interpretation, implementation or application thereof by any Governmental
Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of Law) by
any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall
Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection
therewith and (y) all requests, rules, guidelines 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 or issued.


 


“Change of Control”
means an event or series of events by which:


 


(a)          any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity
as trustee, agent or other fiduciary or administrator of any such plan), other than any Permitted Holder, becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall
be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether
such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly
or indirectly, of 45% or more of the Equity Interests of the Borrower entitled to vote for members of the board of directors or
equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such Equity Interests that such
“person” or “group” has the right to acquire pursuant to any option right); or


 






    	-6-



     


    

 


(b)          during
any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of
the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day
of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred
to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent
governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals
referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board
or equivalent governing body; or


 


(c)          any
“change in control” or similar event as defined in any Material License or any document governing Material Indebtedness
of any Loan Party; or


 


(d)          the
Borrower fails at any time after the Effective Date to own directly 100% of the Equity Interests of each of SQBG and MSLO, free
and clear of all Liens (other than the Liens in favor of the Agent and Liens permitted pursuant to clause (o) of the definition
of “Permitted Encumbrances”); or


 


(e)          the
Borrower fails at any time after the Effective Date to own, directly or indirectly, 100% of the Equity Interests of each other
Loan Party (other than the Equity Interests of SQBG and MSLO which shall be governed pursuant to clause (d) hereinabove), free
and clear of all Liens (other than the Liens in favor of the Agent and Liens permitted pursuant to clause (o) of the definition
of “Permitted Encumbrances”), except where such failure is as a result of a transaction not prohibited by the Loan
Documents; or


 


(e)          the
Borrower fails at any time to own, directly or indirectly, 60% of the Equity Interests of DVS, free and clear of all Liens (other
than the Liens in favor of the Agent and Liens permitted pursuant to clause (o) of the definition of “Permitted Encumbrances”),
except where such failure is as a result of a transaction not prohibited by the Loan Documents; or


 


(f)          the
Borrower fails at any time to own, directly or indirectly, 62.5% of the Equity Interests of With You, free and clear of all Liens
(other than the Liens in favor of the Agent and Liens permitted pursuant to clause (o) of the definition of “Permitted Encumbrances”),
except where such failure is as a result of a transaction not prohibited by the Loan Documents. 


 


“Code”
means the Internal Revenue Code of 1986, and the regulations promulgated thereunder, as amended and in effect.


 


“Collateral”
means any and all “Collateral” as defined in any applicable Security Document and all other property that is or is
intended under the terms of the Security Documents to be subject to Liens in favor of the Agent.


 


“Collection Account”
has the meaning provided in Section 6.12(b).


 


“Commitment”
means as to each Lender, its obligation to make an Initial Term Loan (including through deemed cashless rollover) on the Effective
Date in an aggregate principal amount equal to the amount set forth opposite such Lender’s name on Schedule 2.01(a) subject
to the terms herein. As of the Effective Date, the aggregate initial Commitments total $368,000,000.


 






    	-7-



     


    

 


“Commodity Exchange
Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).


 


“Compliance Certificate”
means a certificate substantially in the form of Exhibit C.


 


“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.


 


“Consent”
means actual consent given by a Lender from whom such consent is sought.


 


“Consolidated”
means, when used to modify a financial term, test, statement, or report of a Person, the application or preparation of such term,
test, statement or report (as applicable) based upon the consolidation, in accordance with GAAP, of the financial condition or
operating results of such Person and its Subsidiaries.


 


“Consolidated
EBITDA” means, at any date of determination, an amount equal to Consolidated Net Income of the Borrower and its Subsidiaries
on a Consolidated basis for the applicable measurement period, plus (a) the following to the extent deducted in calculating such
Consolidated Net Income: (i) Consolidated Interest Charges, (ii) the provision for Federal, state, local and foreign income Taxes,
(iii) depreciation and amortization expense, (iv) fees, expenses and charges (including restructuring charges, integration costs,
net cost savings and transaction expenses) incurred in connection with (1) the MSLO Acquisition in an amount not to exceed $20,000,000
in the aggregate for the twelve-month period ending on December 4, 2016, (2) any Permitted Acquisition (of the type referred to
in clause (ii) of the definition thereof) or fees in connection with any Permitted Indebtedness in an amount not to exceed $5,000,000
in any Fiscal Year of the Borrower, (3) the Simpson Acquisition in an amount not to exceed $4,000,000 in the aggregate for the
twelve-month period ending on April 8, 2016, (4) the Galaxy Transactions in an amount not to exceed $7,500,000 in the aggregate
for the twelve-month period ending August 15, 2016 and (5) the Joe’s Jeans Acquisition in an amount not to exceed $2,500,000
in the aggregate for the twelve-month period ending September 11, 2016, (v) noncash compensation, (vi) other unusual or non-recurring
expenses reducing such Consolidated Net Income which do not represent a cash item in such period or any future period, and (vii)
management fees and expenses incurred or paid to Tengram Capital Management L.P. to the extent permitted to be paid hereunder (in
each case of or by the Borrower and its Subsidiaries for such period), minus (b) the following to the extent included in calculating
such Consolidated Net Income: (i) Federal, state, local and foreign income tax credits and (ii) all non-cash items increasing Consolidated
Net Income (in each case of or by the Borrower and its Subsidiaries for such period), all as determined on a Consolidated basis
in accordance with GAAP.


 


Notwithstanding anything
to the contrary contained above, for purposes of determining Consolidated EBITDA for the purposes of calculating the Consolidated
Total Leverage Ratio and the Consolidated Net Leverage Ratio (a) with respect to any Fiscal Quarter which ends prior to August
15, 2016, Consolidated EBITDA with respect to GBH for each applicable Fiscal Quarter occurring prior to August 15, 2015 shall be
calculated as the greater of (i) $6,250,000 and (ii) Consolidated EBITDA for GBH for such Fiscal Quarter (on a standalone basis
without giving effect to the Galaxy Brands Merger), (b) with respect to any Fiscal Quarter which ends prior to April 8, 2017, Consolidated
EBITDA with respect to With You for each applicable Fiscal Quarter occurring prior to April 8, 2016 shall be calculated as the
greater of (i) $3,500,000 and (ii) Consolidated EBITDA for With You for such Fiscal Quarter (on a standalone basis without giving
effect to the Simpson Acquisition), (c) with respect to any Fiscal Quarter which ends on or prior to September 30, 2017, Consolidated
EBITDA with respect to Joe’s Holdings for each applicable Fiscal Quarter occurring on or prior to September 30, 2016 shall
be calculated as the greater of (i) $2,000,000 and (ii) Consolidated EBITDA for Joe’s Holdings for such Fiscal Quarter (on
a standalone basis without giving effect to the Joe’s Jeans Acquisition), and (d) with respect to any Fiscal Quarter which
ends on or prior to December 31, 2017, Consolidated EBITDA with respect to MSLO for each applicable Fiscal Quarter occurring on
or prior to December 31, 2016 shall be calculated as the greater of (i) $7,500,000 and (ii) Consolidated EBITDA for MSLO for such
Fiscal Quarter (on a standalone basis without giving effect to the MSLO Acquisition). For purposes of determining Consolidated
EBITDA as a whole for each applicable Fiscal Quarter identified in clauses (a), (b), (c) and (d) above, such amounts determined
for GBH, With You, Joe’s Holdings and MSLO in clauses (a), (b), (c) and (d), as applicable, shall then be added to the calculation
of Consolidated EBITDA for such applicable Fiscal Quarter for the Borrower (on a standalone basis without giving effect to the
Galaxy Brands Merger, the Simpson Acquisition, the Joe’s Jeans Acquisition, and/or the MSLO Acquisition, as applicable).


 






    	-8-



     


    

 


Notwithstanding anything
to the contrary contained above, any calculation of Consolidated EBITDA shall exclude the Consolidated EBITDA attributable to any
non-wholly owned Subsidiary of the Borrower, except to the extent that any such Consolidated EBITDA is actually received by the
Loan Parties in the form of cash dividends or distributions or will be received within 30 days (and is identified to the GSO Entities
in the applicable Compliance Certificate).


 


“Consolidated
Excess Cash Flow” means, for any period, the amount by which (a)(i) Consolidated EBITDA, less (ii) the sum of (A)
cash payments for all Federal, state and local income Taxes paid during such period (less any cash refunds received by the Borrower
and its Subsidiaries during such period), (B) Capital Expenditures made during such period, (C) the amount of noncash compensation
during such period and added back to the Consolidated EBITDA pursuant to clause (v) in the definition of “Consolidated EBITDA”
and (D) the amount of cash payments made during such period and added back to the Consolidated EBITDA pursuant to clauses (iv)
and (vii) in the definition of “Consolidated EBITDA” exceeds (b) the sum of (i) Consolidated Interest Charges paid
in cash for such period, plus (ii) principal payments (other than payments to the Lenders made on account of mandatory prepayments
of Consolidated Excess Cash Flow) made or scheduled to be made on Indebtedness in such period.


 


“Consolidated
First Lien/First Out Leverage Ratio” means, as of any date of determination, the ratio of (a) the Indebtedness in respect
of the BoA Facility on such date to (b) Consolidated EBITDA for the trailing twelve months then ending.


 


“Consolidated
Fixed Charge Coverage Ratio” means, at any date of determination, the ratio of (a) (i) Consolidated EBITDA for such period
minus (ii) Capital Expenditures made during such period, minus (iii) the aggregate amount of Federal, state, local and foreign
income Taxes paid in cash during such period (but not less than zero) to (b) the sum of (i) Debt Service Charges plus (ii) the
aggregate amount of all Restricted Payments, in each case, of or by the Borrower and its Subsidiaries for the applicable measurement
period, all as determined on a Consolidated basis in accordance with GAAP.


 


“Consolidated
Interest Charges” means, for the applicable measurement period for the Borrower and its Subsidiaries on a Consolidated basis,
the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money
(including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated
as interest in accordance with GAAP, including, without limitation, all commissions, discounts and other fees and charges owed
with respect to letters of credit and bankers’ acceptance financing and net costs under Swap Contracts, but excluding any
non-cash or deferred interest financing costs, and (b) the portion of rent expense with respect to such period under Capital Lease
Obligations that is treated as interest in accordance with GAAP minus (c) interest income during such period (excluding any portion
of interest income representing accruals of amounts received in a previous period), in each case of or by the Borrower and its
Subsidiaries for the most recently completed period, all as determined on a Consolidated basis in accordance with GAAP.


 






    	-9-



     


    

 


“Consolidated
Net Income” means, as of any date of determination, the net income of the Borrower and its Subsidiaries for the applicable
measurement period, all as determined on a Consolidated basis in accordance with GAAP, provided, however, that there shall be excluded
(a) extraordinary gains and extraordinary losses for such period, (b) the income (or loss) of any Person in which a Person other
than the Borrower and its wholly-owned Subsidiaries has an Equity Interest during such period in which such other Person has an
Equity Interest, except to the extent of the amount of cash dividends or other distributions actually paid in cash to the Borrower
during such period, (c) the income (or loss) of any Subsidiary during such period and accrued prior to the date it becomes a Subsidiary
of the Borrower or any of its Subsidiaries or is merged into or consolidated with the Borrower or any of its Subsidiaries or that
Person’s assets are acquired by the Borrower or any of its Subsidiaries, and (d) the income of any direct or indirect Subsidiary
of the Borrower to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that
income is not at the time permitted by operation of the terms of its Organization Documents or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to that Subsidiary, except that the cash proceeds received by
any Loan Party from any licensing of any Intellectual Property (including any licensing in any foreign jurisdiction) shall be included
in determining Consolidated Net Income and the Borrower’s equity in any net loss of any such Subsidiary for such period shall
be included in determining Consolidated Net Income.


 


“Consolidated
Net Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Indebtedness (less unrestricted
cash and Investments of the types set forth in clause (a)-(e) in the definition of “Permitted Investment” on the balance
sheet) on such date to (b) Consolidated EBITDA for the trailing twelve (12) months then ending.


 


“Consolidated
Total Indebtedness” means, as of any date of determination, for the Borrower and its Subsidiaries on a Consolidated basis,
without duplication, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed
money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar
instruments in each case owed to a Person other than a Loan Party, (b) all purchase money Indebtedness, (c) all direct obligations
arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and
similar instruments in each case owed to a Person other than a Loan Party, (d) all obligations in respect of the deferred purchase
price of property or services (other than trade accounts payable in the ordinary course of business), (e) all Attributable Indebtedness,
(f) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through
(e) above of Persons other than the Borrower or any Subsidiary, and (g) all Indebtedness of the types referred to in clauses (a)
through (f) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability
company) in which the Borrower or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made
non-recourse to the Borrower or such Subsidiary.


 


“Consolidated
Total Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Indebtedness on such date
to (b) Consolidated EBITDA for the trailing twelve (12) months then ending.


 


“Contractual
Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument
or other undertaking to which such Person is a party or by which it or any of its property is bound.


 


“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.


 






    	-10-



     


    

 


“Copyright”
has the meaning provided in the Security Agreement.


 


“Copyright Security
Agreement” means the Grant of Security Interest in United States Copyrights dated as of August 15, 2014 among certain Loan
Parties and the Agent.


 


“Credit Party”
or “Credit Parties” means (a) individually, (i) each Lender and its Affiliates, (ii) the Agent, (iii) the Arranger,
(iv) each beneficiary of each indemnification obligation undertaken by any Loan Party under any Loan Document, (v) any other Person
to whom Obligations under this Agreement and other Loan Documents are owing, and (vi) the successors and assigns of each of the
foregoing, and (b) collectively, all of the foregoing.


 


“Credit Party
Expenses” means (a) all reasonable out-of-pocket expenses incurred by the Agent, the Arranger and their respective Affiliates
in connection with this Agreement and the other Loan Documents, including without limitation (i) the reasonable fees, charges and
disbursements of (A) counsels for the Agent and the Arranger, (B) outside consultants for the Agent and the Arranger, to the extent
such consultants are retained with the consent of the Borrower, (C) appraisers, and (D) commercial finance examiners, in connection
with (1) the preparation, negotiation, administration, management, execution and delivery of this Agreement and the other Loan
Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby
or thereby shall be consummated), (2) the enforcement or protection of its rights in connection with this Agreement or the Loan
Documents or efforts to preserve, protect, collect, or enforce the Collateral or in connection with any proceeding under any Debtor
Relief Laws, or (3) any workout, restructuring or negotiations in respect of any Obligations, and (ii) all customary fees and charges
(as adjusted from time to time) of the Agent with respect to the disbursement of funds (or the receipt of funds) to or for the
account of the Borrower (whether by wire transfer or otherwise), together with any out-of-pocket costs and expenses incurred in
connection therewith, and (b) all reasonable out-of-pocket expenses incurred by the Credit Parties who are not the Agent, the Arranger
or any Affiliate of either of them after the occurrence and during the continuance of an Event of Default, provided that such Credit
Parties as a whole shall be entitled to reimbursement for no more than one primary counsel representing all such Credit Parties
(absent an actual conflict of interest in which case such affected Credit Parties may engage and be reimbursed for one additional
counsel for the affected Credit Parties taken as a whole), one necessary local counsel in each relevant jurisdiction and one regulatory
counsel if reasonably required.


 


“Cure Expiration
Date” has the meaning provided in Section 8.04(a).


 


“Debt Service
Charges” means for any applicable measurement period for the Borrower and its Subsidiaries on a Consolidated basis, the sum
of (a) Consolidated Interest Charges paid or required to be paid for such period, plus (b) principal payments made or required
to be made on account of Indebtedness (excluding any Synthetic Lease Obligations but including, without limitation, the principal
component of all Obligations and of any Capital Lease Obligations) for such period, in each case determined on a Consolidated basis
in accordance with GAAP.


 


“Debtor Relief
Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment
for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws
of the United States or other applicable jurisdictions from time to time in effect.


 


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


 






    	-11-



     


    

 


“Default Rate”
means with respect to any Loan and the other Obligations, an interest rate equal to the interest rate otherwise applicable to such
Loan and other Obligations, as applicable, plus two percent (2%) per annum (and, in the case of Obligations not bearing interest,
such Obligations shall bear interest at the Base Rate plus the Applicable Margin for the Base Rate Loans plus two percent (2%)
per annum).


 


“Deposit Account”
means each checking, savings or other demand deposit account maintained by any of the Loan Parties. All funds in each Deposit Account
shall be conclusively presumed to be Collateral and proceeds of Collateral and the Agent and the Lenders shall have no duty to
inquire as to the source of the amounts on deposit in any Deposit Account.


 


“Discounted Value”
means, with respect to the Prepaid Principal of the Loan, the amount obtained by discounting all Remaining Scheduled Payments with
respect to such Prepaid Principal from their respective scheduled due dates to the Settlement Date with respect to such Prepaid
Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that
on which interest on the Loans is payable) equal to the Reinvestment Yield with respect to the Prepaid Principal.


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction),
whether in one transaction or in a series of transactions, of any property (including, without limitation, any Equity Interests
other than Equity Interests of the Borrower) by any Person (or the granting of any option or other right to do any of the foregoing),
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.


 


“Disqualified
Stock” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible, or for
which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof,
in whole or in part, on or prior to the date that is ninety-one (91) days after the date on which the Loans mature. The amount
of Disqualified Stock deemed to be outstanding at any time for purposes of this Agreement will be the maximum amount that the Borrower
and its Subsidiaries may become obligated to pay upon maturity of, or pursuant to any mandatory redemption provisions of, such
Disqualified Stock or portion thereof, plus accrued dividends.


 


“Dollars”
and “$” mean lawful money of the United States.


 


“DVS” means
DVS Footwear International LLC, a Delaware limited liability company.


 


“Early Termination
Fee” has the meaning provided in Section 2.08(b).


 


“Effective Date”
means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section
10.01.


 


“Eligible Assignee”
means (a) a Credit Party which is a Credit Party on the Effective Date or becomes a Credit Party pursuant to any of clauses (b)
through (d) below, or any of its Affiliates; (b) a bank, insurance company, or company engaged in the business of making commercial
loans, which Person, together with its Affiliates, has a combined capital and surplus in excess of $250,000,000; (c) an Approved
Fund; and (d) any other Person (other than a natural Person) satisfying the requirements of Section 10.06(b) hereof; provided
that notwithstanding the foregoing, “Eligible Assignee” shall not include a Loan Party or any of their respective
Affiliates or Subsidiaries.


 






    	-12-



     


    

 


“Environmental
Laws” means any and all applicable Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, permits, or governmental restrictions relating to pollution and the protection of the environment or the release
of any materials into the environment, including those related to Hazardous Materials.


 


“Environmental
Liability” means any liability, obligation, damage, loss, claim, action, suit, judgment, order, fine, penalty, fee, expense,
or cost, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or
indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from
or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or
disposal or presence of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release
of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which
liability is assumed or imposed with respect to any of the foregoing.


 


“Equity Interests”
means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person,
all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or
other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital
stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition
from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or non-voting, and whether or not such shares, warrants, options,
rights or other interests are outstanding on any date of determination.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974.


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section
414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).


 


“ERISA Event”
means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate
from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer”
as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section
4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or
notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of
a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings
to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan
is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the
Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for
PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.


 


“Eurocurrency
Liabilities” has the meaning provided in Section 3.04(e).


 


“Event of Default”
has the meaning provided in Section 8.01. An Event of Default shall be deemed to be continuing unless and until that Event
of Default has been duly waived as provided in Section 10.01 hereof.


 






    	-13-



     


    

 


“Excluded Account”
has the meaning provided in Section 6.12.


 


“Excluded Property”
has the meaning provided in the Security Agreement.


 


“Excluded Subsidiary”
means a Subsidiary of the Borrower that is organized for the purpose of, and is engaged solely in the business of, owning Intellectual
Property and related assets to be acquired pursuant to a Permitted Acquisition, and which Subsidiary complies with the following
requirements: (i) such Subsidiary is subject to customary restrictions to make such Subsidiary a special purpose, bankruptcy remote
entity, as determined by the GSO Entities in their reasonable discretion; (ii) such Subsidiary maintains Deposit Accounts and other
bank accounts which are separate from the Borrower and the other Loan Parties and does not co-mingle any cash or cash equivalents
of such Subsidiary with the Borrower or any other Loan Party; (iii) no Loan Party issues or incurs any Indebtedness or Guarantee
in respect of, or grants any Lien on any of its assets or properties to secure, any Indebtedness, liabilities or other obligations
of such Subsidiary, and (iv) no Loan Party has any obligation to maintain such Subsidiary’s financial condition or cause
such Subsidiary to achieve any level of operating results.


 


“Excluded Swap
Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the
Guaranty of such Loan Party of, or the grant under a Loan Document by such Loan Party of a security interest to secure, such Swap
Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act (or the application or official interpretation
thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant”
as defined in the Commodity Exchange Act (determined after giving effect to Section 10.25 hereof and any and all guarantees
of such Loan Party’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Loan Party, or grant by such
Loan Party of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a
Master Agreement governing more than one Swap Contract, such exclusion shall apply only to the portion of such Swap Obligation
that is attributable to Swap Contracts for which such Guaranty or security interest becomes illegal.


 


“Excluded Taxes”
means any of the following Taxes imposed on or with respect to any 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 Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof)
or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable
to or for the account of such Lender with respect to an applicable interest in a Loan pursuant to a law in effect on the date on
which (i) such Lender acquires such interest in a Loan (other than pursuant to an assignment request by the Borrower under Section
10.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii)
or Section 3.01(c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before
such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to
such Recipient’s failure to comply with Section 3.01(e) and (d) any withholding Taxes imposed pursuant to or in connection
with FATCA.


 


“Executive Order”
has the meaning provided in Section 10.18.


 


“Existing Credit
Agreement” means that certain Amended and Restated Second Lien Credit Agreement dated as of April 8, 2015, as amended from
time to time and as in effect immediately prior to the Effective Date, among SQBG, as the borrower, the lenders party thereto,
Wilmington Trust, National Association, as administrative agent and collateral agent, and the other parties thereto.


 






    	-14-



     


    

 


“Existing Lenders”
means the lenders party to the Existing Credit Agreement.


 


“Existing Loans”
has the meaning provided in the recitals.


 


“Facility Guaranty”
means any Guarantee made by the Guarantors in favor of the Agent and the other Credit Parties, in form reasonably satisfactory
to the GSO Entities.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as in effect on the Effective Date (or any amended or successor provision that is
substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations
thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code and any intergovernmental agreements (and related
legislation or official administrative guidance) implementing the foregoing.


 


“Federal Funds
Rate” means, for any day, the rate per annum equal to the weighted average of the rates
on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day,
as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day
is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business
Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business
Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100
of 1%) charged to Bank of America on such day on such transactions as determined by the Agent.


 


“Fee Letter”
means, collectively, (i) the letter agreement, dated as of April 8, 2015, between the Borrower and the Agent, (ii) the letter agreement,
dated as of August 15, 2014, between the Borrower and the Arranger, (iii) the letter agreement, dated as of April 8, 2015, between
the Borrower and the applicable GSO Entities and (iv) the letter agreement, dated as of the Effective Date, between the Borrower
and the applicable GSO Entities.


 


“Fiscal Month”
means any fiscal month of any Fiscal Year, which month shall generally end on the last day of each calendar month in accordance
with the fiscal accounting calendar of the Borrower.


 


“Fiscal Quarter”
means any fiscal quarter of any Fiscal Year, which quarters shall generally end on the last day of each March, June, September
and December of such Fiscal Year in accordance with the fiscal accounting calendar of the Borrower.


 


“Fiscal Year”
means any period of twelve consecutive months ending on December 31 of any calendar year.


 


“Foreign Assets
Control Regulations” has the meaning set forth in Section 10.18.


 


“Foreign Lender”
means any Lender that is not a U.S. Person.


 


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


 


“Fund”
means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing
in commercial loans and similar extensions of credit in the ordinary course of its business.


 






    	-15-



     


    

 


“GAAP”
means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in
the United States, that are applicable to the circumstances as of the date of determination, consistently applied.


 


“Galaxy Brands
Merger” means, collectively, (a) the merger of Universe Galaxy Merger Sub, Inc. with and into GBH, with GBH as the surviving
entity, and (b) the subsequent merger of GBH with and into SBG Universe Brands, LLC, with SBG Universe Brands, LLC as the surviving
entity, which mergers occurred on August 15, 2014.


 


“Galaxy Transactions”
means, collectively, (a) the Galaxy Brands Merger and the related transactions pursuant to the applicable documentation relating
thereto, (b) the entry into the Second Lien Credit Agreement dated as of August 15, 2014 and as subsequently amended, by and among,
among others, SQBG, the Persons party thereto as “Guarantors”, the lenders party thereto, and Wilmington Trust, National
Association, as administrative agent and collateral agent, and the related loan documents and the borrowings thereunder and (c)
the refinancing of certain Indebtedness in connection therewith on August 15, 2014.


 


“GBH” means
Galaxy Brand Holdings, Inc.


 


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


 


“GSO” means
GSO Capital Partners LP and its Affiliates, including GSO / Blackstone Debt Funds Management LLC.


 


“GSO Entity”
means GSO or certain funds and accounts managed or sub-advised by GSO, as the context may require.


 


“Guarantee”
means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect
of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease
property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of
the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other
financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor
to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee
in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss
in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation
of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or
otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount
equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee
is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof. The term “Guarantee”
as a verb has a corresponding meaning.


 






    	-16-



     


    

 


“Guarantor”
means (i) each domestic Subsidiary of the Borrower existing on the Effective Date (after giving effect to the consummation of the
MSLO Acquisition), other than the Subsidiaries set forth on Schedule 1.01 hereto, (ii) each other Subsidiary of the Borrower
that is required to execute and deliver a Facility Guaranty pursuant to Section 6.11, and (iii) with respect to any Swap
Obligations of a Specified Loan Party, the Borrower.


 


“Hazardous Materials”
means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including
petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, and all other
substances or wastes of any nature regulated pursuant to any Environmental Law.


 


“Immaterial Subsidiary”
means (x) as of the Effective Date, the Subsidiaries set forth on Schedule 1.01 hereto and noted as Immaterial Subsidiaries,
and (y) with respect to any Subsidiary formed or acquired after the Effective Date that is not an Excluded Subsidiary, any such
Subsidiary of the Borrower that (i) had less than 5% of consolidated assets and 5% of annual consolidated revenues of the Borrower
and its Subsidiaries as reflected on the most recent financial statements delivered pursuant to Section 6.01 prior to such
date and (ii) has been designated as such by the Borrower in a written notice delivered to the Agent (other than any such Subsidiary
as to which the Borrower has revoked such designation by written notice to the Agent); provided that no Subsidiary owning
any Material Intellectual Property or Intellectual Property related thereto or party to a Material License may be designated as
an Immaterial Subsidiary, and provided further that at no time shall all Immaterial Subsidiaries so designated by the Borrower
have in the aggregate consolidated assets or annual consolidated revenues (as reflected on the most recent financial statements
delivered pursuant to Section 6.01 prior to such time) in excess of 5% of consolidated assets or annual consolidated revenues,
respectively, of the Borrower and its Subsidiaries.


 


“Increase Effective
Date” has the meaning provided in Section 2.14(d).


 


“Incremental
Facility” has the meaning provided in Section 2.14(a).


 


“Incremental
Loans” has the meaning provided in Section 2.14(a).


 


“Indebtedness”
means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness
or liabilities in accordance with GAAP:


 


(a)          all
obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements
or other similar instruments;


 


(b)          the
maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial),
bankers’ acceptances, bank guaranties, surety bonds and similar instruments;


 


(c)          net
obligations of such Person under any Swap Contract;


 


(d)          all
obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the
ordinary course of business and, in each case, not past due for more than 60 days after the date on which such trade account payable
was created);


 


(e)          indebtedness
(excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness
arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed
by such Person or is limited in recourse;


 






    	-17-



     


    

 


(f)          all
Attributable Indebtedness of such Person;


 


(g)          all
obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest
in such Person or any other Person (including, without limitation, Disqualified Stock), or any warrant, right or option to acquire
such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation
preference plus accrued and unpaid dividends; and


 


(h)          all
Guarantees of such Person in respect of any of the foregoing.


 


provided, however,
that notwithstanding the foregoing, Indebtedness shall be deemed not to include (1) contingent obligations incurred in the ordinary
course of business and not in respect of borrowed money, (2) deferred or prepaid revenues, (3) purchase price holdbacks in respect
of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller, or
(4) any royalty, licensing, revenue and/or profit sharing arrangements, in each case, characterized as such and arising expressly
out of purchase and sale contracts, development contracts or licensing arrangements.


 


For all purposes hereof, the Indebtedness
of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation
or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly
made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the
Swap Termination Value thereof as of such date.


 


“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 (a), Other Taxes.


 


“Indemnitees”
has the meaning provided in Section 10.04(b).


 


“Information”
has the meaning provided in Section 10.07.


 


“Initial Term
Loan” has the meaning provided in Section 2.01(b).


 


“Intellectual
Property” has the meaning provided in the Security Agreement.


 


“Intercreditor
Agreement” means that certain Amended and Restated Intercreditor Agreement, dated as of the date hereof, by and among the
Agent and the BoA Agent.


 


“Interest Payment
Date” means, (a) as to any LIBOR Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity
Date; provided, however, that if any Interest Period for a LIBOR Rate Loan exceeds three months, the respective dates that fall
every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate
Loan, the first Business Day of each calendar quarter and the Maturity Date.


 


“Interest Period”
means, as to each LIBOR Rate Loan,


 






    	-18-



     


    

 


(a)          initially,
the period commencing on the date such LIBOR Rate Loan is disbursed or converted to a LIBOR Rate Loan and ending on the date one
month thereafter; and


 


(b)          after
the period described in clause (a) above, each period commencing on the last day of the immediately preceding Interest Period applicable
to such LIBOR Rate Loan and ending one month thereafter; provided that the foregoing provisions are subject to the following:


 


(i)          any
Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business
Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding
Business Day;


 


(ii)         any
Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end
of such Interest Period;


 


(iii)        no
Interest Period shall extend beyond the Maturity Date; and


 


(iv)        notwithstanding
the provisions of clause (iii), no Interest Period shall have a duration of less than one month, and if any Interest Period applicable
to a LIBOR Rate Loan would be for a shorter period, such Interest Period shall not be available hereunder.


 


“Internal Control
Event” means a material weakness in, or fraud that involves management or other employees who have a significant role in,
the Borrower’s and/or its Subsidiaries’ internal controls over financial reporting, in each case as described in the
Securities Laws.


 


“Investment”
means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption
of debt of, or purchase or other acquisition of any other debt or interest in, another Person, (c) any Acquisition, or (d) any
other investment of money or capital in order to obtain a profitable return. For purposes of covenant compliance, the amount of
any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of
such Investment.


 


“IRS” means
the United States Internal Revenue Service.


 


“Joe’s Holdings”
means Joe’s Holdings LLC, a Delaware limited liability company.


 


“Joe’s
Jeans Acquired Brands” means certain intellectual property assets used or held prior to September 11, 2015 for use in the
business of Joe’s Jeans, Inc., a Delaware corporation, and certain of its subsidiaries and affiliates operated under the
brand names “Joe’s Jeans” and certain other brands and certain other assets as more fully described in the Joe’s
Jeans Acquisition Agreement, to be owned on and after September 11, 2015 by Joe’s Holdings LLC, a Delaware limited liability
company, pursuant to the terms of the Joe’s Jeans Acquisition Agreement.


 


“Joe’s
Jeans Acquisition” means the acquisition of the Joe’s Jeans Acquired Brands pursuant to the Joe’s Jeans Acquisition
Agreement.


 


“Joe’s
Jeans Acquisition Agreement” means that certain Asset Purchase Agreement, dated as of September 8, 2015 by and among Joe’s
Jeans Inc., Joe’s Holdings LLC and the Borrower.


 






    	-19-



     


    

 


“Law” or
“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines,
regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration
thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable
administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental
Authority.


 


“Lease”
means any agreement, whether written or oral, no matter how styled or structured, pursuant to which a Loan Party is the lessee
of any real property for any period of time.


 


“Lender”
has the meaning provided in the introductory paragraph hereto.


 


“Lending Office”
means, as to any Lender, the office or offices of such Lender as a Lender may from time to time notify the Borrower and the Agent.


 


“LIBOR Rate”
means:


 


(a)          for
any Interest Period with respect to a LIBOR Rate Loan, the greater of (i) the rate per annum equal to the London interbank offered
rate administered by ICE Benchmark Acquisition Limited (“ICE LIBOR”), as published by Reuters (or other commercially
available source providing quotations of ICE LIBOR as designated by the GSO Entities from time to time) at approximately 11:00
a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the
first day of such Interest Period) with a term equivalent to such Interest Period, provided that, if such rate is not available
at such time for any reason, then the “LIBOR Rate” for such Interest Period shall be the rate per annum determined
by the Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds
in the approximate amount of the LIBOR Rate Loan being made, continued or converted by Bank of America and with a term equivalent
to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar
market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest
Period and (ii) zero percent (0.00%); provided that it is agreed that the LIBOR Rate during the No Call Period shall not exceed
one and half percent (1.50%); and


 


(b)          for
any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the greater of (i) ICE LIBOR,
at approximately 11:00 a.m., London time determined two London Banking Days prior to such date for Dollar deposits being delivered
in the London interbank market for a term of one month commencing that day, provided that, if such published rate is not available
at such time for any reason, the rate per annum determined by the Agent to be the rate at which deposits in Dollars for delivery
on the date of determination in same day funds in the approximate amount of the Base Rate Loan being made or maintained and with
a term equal to one month would be offered by Bank of America’s London Branch to major banks in the London interbank Eurodollar
market at their request at the date and time of determination and (ii) zero percent (0.00%).


 


“LIBOR Rate Loan”
means a Loan that bears interest at a rate based on the Adjusted LIBOR Rate.


 


“License”
has the meaning provided in the Security Agreement.


 






    	-20-



     


    

 


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


 


“Limited Condition
Acquisition” means a Permitted Acquisition by the Borrower or one or more of its Subsidiaries whose consummation is not conditioned
on the availability of, or on obtaining, third party financing.


 


“Limited Condition
Acquisition Agreement” has the meaning provided in Section 2.14(e).


 


“Liquidation”
means the exercise by the Agent of those rights and remedies accorded to the Agent under the Loan Documents and applicable Laws
as a creditor of the Loan Parties with respect to the realization on the Collateral, including (after the occurrence and during
the continuation of an Event of Default) the conduct by the Loan Parties acting with the consent of the GSO Entities, of any disposition
of the Collateral for the purpose of liquidating the Collateral. Derivations of the word “Liquidation” (such as “Liquidate”)
are used with like meaning in this Agreement.


 


“Loan”
means the Initial Term Loan and/or the Incremental Term Loans, as appropriate and as the context may require.


 


“Loan Account”
has the meaning provided in Section 2.10(a).


 


“Loan Documents”
means this Agreement, each Note, the Fee Letter, the Blocked Account Agreements, the Security Documents, the Facility Guaranty,
the Intercreditor Agreement, and any other instrument or agreement now or hereafter executed and delivered in connection herewith,
or in connection with any transaction arising out of any Cash Management Services and Bank Products.


 


“Loan Notice”
means, a notice of a continuation or conversion of LIBOR Rate Loans, pursuant to Section 2.02(b), each of which shall be
substantially in the form of Exhibit A.


 


“Loan Parties”
means, collectively, the Borrower and each Guarantor.


 


“Loan to Value
Ratio” means the ratio of the Total Outstandings to the Realizable Orderly Liquidation Value of registered Trademarks of
the Loan Parties, DVS and With You, as applicable, expressed as a percentage, as determined pursuant to the most recent appraisal
conducted by or on behalf of the Agent with respect to such registered Trademarks pursuant to Section 6.10(b).


 


“Make-Whole Amount”
means, with respect to the Prepaid Principal of the Loans, an amount equal to the Discounted Value of the Remaining Scheduled Payments
with respect to the Prepaid Principal of the Loans.


 


“Master Agreement”
has the meaning provided in the definition of “Swap Contract.”


 


“Material Adverse
Effect” means (a) a material adverse change in, or a material adverse effect on, the operations, business, assets, properties
or liabilities (actual or contingent), condition (financial or otherwise) of the Borrower and its subsidiaries, taken as a whole;
(b) a material impairment of the rights and remedies of the Agent under this Agreement or any other Loan Document, or of the ability
of the Borrower or any other Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material
adverse effect upon the legality, validity, binding effect or enforceability against the Borrower or any other Loan Party of any
Loan Document to which it is a party.


 






    	-21-



     


    

 


“Material Contract”
means, with respect to any Person, each contract to which such Person is a party material to the business, condition (financial
or otherwise), operations, performance, properties or prospects of such Person, and shall include, without limitation, each Material
License.


 


“Material Indebtedness”
means Indebtedness (other than the Obligations) of the Loan Parties in an aggregate principal amount exceeding $15,000,000. For
purposes of determining the amount of Material Indebtedness at any time, (a) the amount of the obligations in respect of any Swap
Contract at such time shall be calculated at the Swap Termination Value thereof, (b) undrawn committed or available amounts shall
be included, and (c) all amounts owing to all creditors under any combined or syndicated credit arrangement shall be included.
Without limiting the foregoing, all Indebtedness incurred under the BoA Facility shall be Material Indebtedness, regardless of
the amount thereof.


 


“Material Intellectual
Property” means those items of Intellectual Property described on Part 1 of Schedule 5.17 hereto, and all items of Intellectual
Property established, registered or recorded in the United States acquired after the date hereof in respect of brands that are
the subject of a Material License.


 


“Material License”
means, as of the Effective Date, the Licenses described on Part 2 of Schedule 5.17 hereto, and thereafter, any License to the extent
that the revenues from which constitute five percent (5%) or more of the annual revenues of the Borrower and its Subsidiaries.


 


“Maturity Date”
means December 4, 2021.


 


“Maximum Rate”
has the meaning provided in Section 10.09.


 


“Moody’s”
means Moody’s Investors Service, Inc. and any successor thereto.


 


“MSLO”
has the meaning provided in the recitals.


 


“MSLO Acquisition”
has the meaning provided in the recitals.


 


“MSLO Acquisition
Agreement” has the meaning provided in the recitals.


 


“Multiemployer
Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any
ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated
to make contributions.


 


“Multiple Employer
Plan” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least two
of whom are not under common control, as such a plan is described in Section 4064 of ERISA.


 


“Net Proceeds”
means, with respect to any Disposition by any Loan Party, the excess, if any, of (i) the sum of cash and cash equivalents received
in connection with such transaction (including any cash or cash equivalents received by way of deferred payment pursuant to, or
by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount
of any Indebtedness that is secured by the applicable asset by a Lien permitted hereunder which is senior to the Agent’s
Lien on such asset and that is required to be repaid (or to establish an escrow for the future repayment thereof) in connection
with such transaction (other than Indebtedness under the Loan Documents), (B) taxes paid or payable by such Loan Party in connection
with such transaction, and (C) the reasonable and customary out-of-pocket expenses incurred by such Loan Party in connection with
such transaction (including, without limitation, appraisals, and brokerage, legal and title expenses and commissions) paid by any
Loan Party to third parties (other than Affiliates)).


 






    	-22-



     


    

 


“No Call Period”
has the meaning provided in Section 2.04(a).


 


“Non-Consenting
Lender” has the meaning provided in Section 10.01.


 


“Non-Guarantor
Subsidiary” means any (i) non-wholly owned Subsidiary to the extent a guarantee of the Obligations and a pledge of the assets
thereof in support of such guarantee would require the consent of any third-party holder of the Equity Interests thereof (unless
and until such consent is obtained), including, for the avoidance of doubt, each Subsidiary set forth on Schedule 1.01,
(ii) Excluded Subsidiary, (iii) Immaterial Subsidiary, (iv) CFC, (v) domestic Subsidiary substantially all of the assets of which
constitute equity and/or Indebtedness of direct or indirect foreign Subsidiaries or intercompany accounts, or (vi) any other Subsidiary
organized in a jurisdiction outside of the United States.


 


“Note”
means a promissory note made by the Borrower in favor of a Lender evidencing the portion of the Loans made by such Lender, substantially
in the form of Exhibit B, as each may be amended, supplemented or modified from time to time.


 


“NPL” means
the National Priorities List under CERCLA.


 


“Obligations”
means (a) all advances to, and debts (including principal, interest, fees, costs, and expenses), liabilities, obligations, covenants,
indemnities, and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, whether direct
or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising
and including interest, fees, costs, expenses and indemnities that accrue after the commencement by or against any Loan Party of
any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest,
fees costs, expenses and indemnities are allowed claims in such proceeding, and (b) any Other Liabilities; provided that Obligations
of a Loan Party shall exclude any Excluded Swap Obligations with respect to such Loan Party.


 


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


 


“Organization
Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent
or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company,
the certificate or articles of formation or organization and operating agreement; (c) with respect to any partnership, joint venture,
trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization
and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with
the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate
or articles of formation or organization of such entity, and (d) in each case, all shareholder or other equity holder agreements,
voting trusts and similar arrangements to which such Person is a party or which is applicable to its Equity Interests and all other
arrangements relating to the Control or management of such Person.


 


“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 Tax (other than connections 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 or Loan Document).


 






    	-23-



     


    

 


“Other Liabilities”
means any obligation on account of (a) any Cash Management Services furnished to any of the Loan Parties or any of their Subsidiaries
and/or (b) any Bank Product furnished to any of the Loan Parties and/or any of their Subsidiaries, including, without limitation,
Swap Obligations.


 


“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 3.06(b)).


 


“Participant”
has the meaning provided in Section 10.06(b).


 


“Participant
Register” has the meaning provided therefor in Section 10.06(d).


 


“Patent”
has the meaning provided in the Security Agreement.


 


“Patent Security
Agreement” means the Grant of Security Interest in United States Patents dated as of August 15, 2014 among certain Loan Parties
and the Agent.


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


“PCAOB”
means the Public Company Accounting Oversight Board.


 


“Pension Act”
means the Pension Protection Act of 2006.


 


“Pension Funding
Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment
thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section
412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432
and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.


 


“Pension Plan”
means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed
to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards
under Section 412 of the Code.


 


“Permitted Acquisition”
means (i) an Acquisition consummated by an Excluded Subsidiary, or (ii) any other Acquisition consummated by a Loan Party in which
all of the following conditions are satisfied:


 


(a)          No
Default or Event of Default then exists or would arise from the consummation of such Acquisition;


 


(b)          Such
Acquisition shall have been approved by the Board of Directors of the Person (or similar governing body if such Person is not a
corporation) which is the subject of such Acquisition and such Person shall not have announced that it will oppose such Acquisition
or shall not have commenced any action which alleges that such Acquisition shall violate applicable Law;


 






    	-24-



     


    

 


(c)          For
any Acquisition for total consideration in excess of $10,000,000, the Borrower shall have furnished the Agent and the Arranger
with ten (10) Business Days’ prior written notice of such intended Acquisition and shall have furnished the Agent and the
Arranger with a current draft of the documentation in connection with such Acquisition (and final copies thereof as and when executed),
a summary of any due diligence undertaken by the Loan Parties in connection with such Acquisition, appropriate financial statements
of the Person which is the subject of such Acquisition, pro forma projected financial statements for the twelve (12) month period
following such Acquisition after giving effect to such Acquisition (including balance sheets, cash flows and income statements
by quarter for the acquired Person, individually, and on a Consolidated basis with all Loan Parties), and such other information
as the Agent or the Arranger may reasonably require, all of which shall be in form reasonably satisfactory to the Agent and the
Arranger;


 


(d)          After
giving pro forma effect to the consummation of the proposed Acquisition, incurrence of any Indebtedness and the application of
proceeds of such Indebtedness, the Consolidated Net Leverage Ratio as of the end of the most recently ended Fiscal Quarter of the
Borrower for which financial statements are required to have been delivered hereunder by the Borrower shall be less than 6.00:1.00;
and the Borrower shall have provided a Responsible Officer’s certificate, in form and substance reasonably acceptable to
the GSO Entities, to certify the calculations of the ratio required above;


 


(e)          The
legal structure of the Acquisition shall be reasonably acceptable to the Agent and the Arranger;


 


(f)          After
giving effect to the Acquisition, if the Acquisition is an Acquisition of Equity Interests, the Borrower shall acquire and own,
directly or indirectly, a majority of the Equity Interests in the Person being acquired and shall Control a majority of any voting
interests or shall otherwise Control the governance of the Person being acquired;


 


(g)          Any
assets acquired shall consist principally of Intellectual Property, and if the Acquisition involves a merger, consolidation or
acquisition of Equity Interests, the Person which is the subject of such Acquisition shall be engaged in, the business of owning
and licensing Intellectual Property; provided that unless otherwise agreed by the GSO Entities, any Acquisition of assets
which includes inventory, equipment and other working capital assets in addition to Intellectual Property or which involves the
acquisition of Equity Interests of a Person which also owns inventory, equipment and other working capital assets in addition to
Intellectual Property shall provide for the wind-down and sale of such working capital assets within twelve (12) months following
the closing date of such acquisition; and


 


(h)          If
the Person which is the subject of such Acquisition will be maintained as a Subsidiary (other than an Excluded Subsidiary) of a
Loan Party, or if the assets acquired in an Acquisition will be transferred to a Subsidiary (other than an Excluded Subsidiary)
which is not then a Loan Party, such Subsidiary shall have complied with the provisions of Section 6.11 and Section 6.15
hereof to the extent applicable.


 


“Permitted
Disposition” means any of the following:


 


(a)          licenses
and sublicenses of Intellectual Property of a Loan Party or any of its Subsidiaries in the ordinary course of business, other than,
unless the GSO Entities consent thereto, outbound licenses of any Material Intellectual Property which would result in a Material
Adverse Effect on the value of the Collateral consisting of Intellectual Property;


 






    	-25-



     


    

 


(b)          Dispositions
of Intellectual Property so long as the Borrower makes any prepayments required pursuant to Section 2.04(b) in connection
therewith;


 


(c)          Dispositions
of real property, inventory, equipment and other assets (other than Intellectual Property) in the ordinary course of business or
property (other than Intellectual Property) that is substantially worn, damaged, obsolete or, in the judgment of a Loan Party,
no longer useful or necessary in its business or that of any Subsidiary;


 


(d)          Disposition
of inventory, equipment and other working capital assets (other than Intellectual Property) and Real Estate acquired in connection
with the Galaxy Brands Merger or in connection with a Permitted Acquisition within twelve (12) months after the consummation of
the Galaxy Brands Merger or such Permitted Acquisition;


 


(e)          Dispositions
among the Loan Parties or by any Subsidiary to a Loan Party;


 


(f)          Dispositions
by any Subsidiary which is not a Loan Party to another Subsidiary that is not a Loan Party; and


 


(g)          other
Dispositions the Net Proceeds of which, in the aggregate, do not exceed $11,500,000.


 


“Permitted Encumbrances”
means:


 


(a)          Liens
imposed by Law for Taxes that are not yet due or are being contested in compliance with Section 6.04;


 


(b)          Carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by applicable Laws,
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 6.04;


 


(c)          Pledges
and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and
other social security Laws or regulations, other than any Lien imposed by ERISA;


 


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


 


(e)          Liens
in respect of judgments that would not constitute an Event of Default hereunder;


 


(f)          Easements,
covenants, conditions, restrictions, rights-of-way and similar encumbrances on real property imposed by Law or arising in the ordinary
course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property
or materially interfere with the ordinary conduct of business of a Loan Party and such other minor title defects or survey matters
that, taken as a whole, do not materially interfere with the current use of the real property;


 


(g)          Liens
existing on the Effective Date listed on Schedule 7.01 and Liens to secure any Permitted Refinancings of the Indebtedness with
respect thereto;


 






    	-26-



     


    

 


(h)          Liens
on fixed or capital assets or on Real Estate of any Loan Party which secure Indebtedness permitted under clauses (c) and/or (d)
of the definition of Permitted Indebtedness so long as (i) such Liens and the Indebtedness secured thereby are incurred prior to
or within ninety (90) days after such acquisition, (ii) the Indebtedness secured thereby does not exceed the cost of acquisition
of the applicable assets, and (iii) such Liens shall attach only to the assets or Real Estate acquired, improved or refinanced
with such Indebtedness and shall not extend to any other property or assets of the Loan Parties;


 


(i)          Liens
in favor of the Agent created under the Loan Documents;


 


(j)          Landlords’
and lessors’ statutory Liens in respect of rent not in default;


 


(k)          Possessory
Liens in favor of brokers and dealers arising in connection with the acquisition or disposition of Investments owned as of the
Effective Date and other Permitted Investments, provided that such liens (a) attach only to such Investments and (b) secure
only 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;


 


(l)          Liens
arising solely by virtue of any statutory or common law provisions relating to banker’s Liens, Liens in favor of securities
intermediaries, rights of setoff or similar rights and remedies as to deposit accounts or securities accounts or other funds maintained
with depository institutions or securities intermediaries;


 


(m)          Liens
arising from precautionary UCC filings regarding “true” operating leases or, to the extent permitted under the Loan
Documents, the consignment of goods to a Loan Party;


 


(n)          Liens
on property (other than Intellectual Property) in existence at the time such property is acquired pursuant to a Permitted Acquisition
or on such property of a Subsidiary of a Loan Party in existence at the time such Subsidiary is acquired pursuant to a Permitted
Acquisition; provided, that such Liens are not incurred in connection with or in anticipation of such Permitted Acquisition
and do not attach to any other assets of any Loan Party or any Subsidiary;


 


(o)          Liens
on Collateral securing Indebtedness in respect of the BoA Facility; provided such Liens are subject to the Intercreditor
Agreement (or, in the case of any other such credit facility or any Permitted Refinancing thereof permitted hereunder, another
intercreditor agreement containing terms that are at least as favorable to the Credit Parties as those contained in the Intercreditor
Agreement) and the Indebtedness secured by such Liens is permitted to be incurred pursuant to clause (a)(i) of the definition of
“Permitted Indebtedness”;


 


(q)          Liens
on earnest money deposits made in connection with any agreement in respect of a Permitted Acquisition or consisting of an agreement
to dispose of any property in a Permitted Disposition;


 


(r)          ground
leases in respect of real property on which facilities owned or leased by the Borrower or any of its Subsidiaries are located;


 


(s)          (i)
licenses, sublicenses, leases or subleases granted by any Loan Party to other Persons not materially interfering with the conduct
of the business of such Loan Party, (ii) any interest or title of a lessor, sublessor or licensor under any Lease, (iii) restriction
or encumbrance to which the interest or title of such lessor or sublessor may be subject and (iv) subordination of the interest
of the lessee or sub-lessee under such Lease to any restriction or encumbrance referred to in the preceding clause (iii);
and


 






    	-27-



     


    

 


(t)          Liens
in connection with any zoning, building, land use or similar Law or right reserved to or vested in any Governmental Authority to
control or regulate the use of any or dimensions of real property or the structure thereon.


 


“Permitted Holder”
means each of TCP WR Acquisition, LLC, TCP SQBG Acquisition, LLC, TCP SQBG II, LLC, Carlyle Galaxy Holdings, L.P. and their respective
Affiliates.


 


“Permitted Indebtedness”
means each of the following:


 


(a)          (i)
Indebtedness in respect of the BoA Credit Agreement and any Permitted Refinancing thereof (collectively, the “BoA Facility);
provided that (A) the aggregate outstanding principal amount of any Indebtedness in respect of the BoA Facility shall not exceed
$190,000,000 in the aggregate (as such amount may be increased by up to an amount that would not result in the Consolidated First
Lien/First Out Leverage Ratio as of the last day of the most recently ended Fiscal Quarter of the Borrower for which financial
statements are required to have been delivered hereunder by the Borrower to exceed 2.00:1.00, after giving pro forma effect to
the incurrence of such incremental loans under the BoA Facility, pursuant to the incremental provisions therein as in effect as
of the date hereof) at any time and (B) any Indebtedness in respect of the BoA Facility shall not have an earlier maturity date
than the Maturity Date or a Weighted Average Life to Maturity shorter than that of the BoA Facility in effect on the Effective
Date and (ii) any other Indebtedness outstanding on the date hereof and listed on Schedule 7.03 hereto and, in the case of the
foregoing clause (ii), any Permitted Refinancing thereof;


 


(b)          Indebtedness
of any Loan Party to any other Loan Party;


 


(c)          purchase
money Indebtedness of any Loan Party to finance the acquisition of any personal property consisting solely of fixed or capital
assets, including Capital Lease Obligations, and any Indebtedness assumed in connection with the acquisition of any such assets
(other than Intellectual Property) or secured by a Lien on any such assets prior to the acquisition thereof, and Permitted Refinancings
thereof, provided, however, that the aggregate principal amount of Indebtedness permitted by this clause (c) shall
not exceed $11,500,000 at any time outstanding and further provided that, if requested by the GSO Entities, the Loan
Parties shall use commercially reasonable efforts to cause the holders of any such Indebtedness incurred to finance the acquisition
of assets containing information relating to Intellectual Property, licensing arrangements or financial information to enter into
an intercreditor agreement with the Agent on terms reasonably satisfactory to the GSO Entities;


 


(d)          Indebtedness
incurred for the construction or acquisition or improvement of, or to finance or to refinance, any Real Estate owned by any Loan
Party (including therein any Indebtedness incurred in connection with sale-leaseback transactions permitted hereunder and any Synthetic
Lease Obligations), provided that, if requested by the GSO Entities, the Loan Parties shall use commercially reasonable
efforts to cause the holders of such Indebtedness and the lessors under any sale-leaseback transaction to enter into an access
agreement with respect to any Real Estate in which the Loan Parties maintain information relating to Intellectual Property, licensing
arrangements or financial information, on terms reasonably satisfactory to the GSO Entities;


 






    	-28-



     


    

 


(e)          contingent
liabilities under surety bonds or similar instruments incurred in the ordinary course of business;


 


(f)          
obligations (contingent or otherwise) of any Loan Party or any Subsidiary thereof existing or arising under any Swap Contract,
provided that (i) such obligations are (or were) entered into by such Person (x) in connection with any issuance of convertible
bonds permitted to be incurred under another clause of this definition of “Permitted Indebtedness” in the form of a
call-spread overlay or any variation thereof or (y) in the ordinary course of business for the purpose of directly mitigating risks
associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market
view” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation
to make payments on outstanding transactions to the defaulting party;


 


(g)          Indebtedness
of any Person that becomes a Subsidiary (other than an Excluded Subsidiary) of a Loan Party in a Permitted Acquisition, which Indebtedness
is existing at the time such Person becomes a Subsidiary of a Loan Party (other than Indebtedness incurred solely in contemplation
of such Person’s becoming a Subsidiary of a Loan Party);


 


(h)          the
Obligations;


 


(i)          other
unsecured Indebtedness or Indebtedness subordinated in right of payment in an aggregated principal amount not to exceed $150,000,000,
so long as, (1) immediately prior to the incurrence of such Indebtedness, after giving effect to the Investments, Dispositions,
Acquisition and any prior incurrence or repayment of Indebtedness, if any, consummated after the end of the most recently ended
Fiscal Quarter of the Borrower for which financial statements are required to have been delivered hereunder by the Borrower but
prior to the incurrence of such Indebtedness in reliance of this clause (i), the Consolidated Total Leverage Ratio, as of the end
of the most recently ended Fiscal Quarter of the Borrower for which financial statements are required to have been delivered hereunder
by the Borrower, shall be less than 6.00:1.00; (2) after giving pro forma effect to the incurrence of such Indebtedness and the
consummation of any Pro Forma Transaction contemplated to be financed with the proceeds of such Indebtedness, the Consolidated
Total Leverage Ratio, as of the end of the most recently ended Fiscal Quarter of the Borrower for which financial statements are
required to have been delivered hereunder by the Borrower, shall be less than 6.00:1.00; provided, however, that solely for purposes
of calculating the Consolidated Total Leverage Ratio under this clause (i)(2), the proceeds of the applicable Indebtedness incurred
pursuant to this clause (i) shall be netted in calculating the foregoing ratio to the extent a Pro Forma Transaction has not been
identified (by the Borrower to the GSO Entities) to be consummated and financed with the proceeds of such Indebtedness; and (3)
the Borrower shall have provided a Responsible Officer’s certificate, in form and substance reasonably acceptable to the
GSO Entities, to certify the calculations of the ratios required above;


 


(k)          other
unsecured Indebtedness or Indebtedness subordinated in right of payment (on terms reasonably acceptable to the GSO Entities) not
otherwise specifically described herein so long as, after giving pro forma effect to the incurrence of such Indebtedness and the
consummation of any Permitted Acquisition or the application of the proceeds thereof, as applicable, in connection therewith, and
(i) on a projected basis for the twelve (12) months immediately following such Indebtedness and related Permitted Acquisition or
application of proceeds, as applicable, the ratio of Consolidated EBITDA (calculated for such purpose to include the projected
Consolidated EBITDA of the entity or assets to be acquired in any applicable Permitted Acquisition) to Debt Service Charges shall
be no less than the ratio of Consolidated EBITDA to Debt Service Charges as calculated prior to the incurrence of such Indebtedness
and the consummation of such Permitted Acquisition or application of proceeds, as applicable, or, (ii) in the event that such ratio
is less than the ratio calculated prior to the incurrence or application of proceeds of such Indebtedness, then the Consolidated
Net Leverage Ratio after giving pro forma effect to the incurrence of such Indebtedness and the consummation of any applicable
Permitted Acquisition or application of proceeds, shall not be greater than 4.00:1.00;


 






    	-29-



     


    

 


(l)          Indebtedness
consisting of unsecured guaranties by any Loan Party of the Indebtedness and lease and other contractual obligations (including,
without limitation, guaranties of any license agreements entered into in the ordinary course of business by a Loan Party), in each
case, of any other Loan Party, to the extent permitted under this Agreement;


 


(m)          Indebtedness
arising from the honoring by any bank or other financial institution of a check, draft or similar instrument drawn against insufficient
funds in the ordinary course of business, so long as such Indebtedness is extinguished within five (5) Business Days of its incurrence;


 


(n)          Indebtedness
owed to any Person providing property, casualty, liability or other insurance to any Loan Party, so long as the amount of such
Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance
for the period in which such Indebtedness is incurred and such Indebtedness is outstanding only for a period not exceeding twelve
months;


 


(o)          Indebtedness
of any Loan Party which may be deemed to exist in connection with agreements providing indemnification, deferred purchase price,
non-cash earn-outs, cash earn-outs in an amount not to exceed $11,500,000 at any time outstanding so long as after giving effect
thereto the Loan Parties have cash on hand in an amount greater than $5,000,000, purchase price adjustments and other similar obligations
in connection with the acquisition or disposition of assets in accordance with this Agreement, so long as any such obligations
are those of the Person making the respective acquisition or sale, and are not guaranteed by any other Person except as permitted
by sub-clause (l) herein;


 


(p)          Indebtedness
representing deferred compensation or similar obligation to employees of Loan Parties incurred in the ordinary course of business;
and


 


(q)          Indebtedness
of any Loan Party in respect of letters of credit, bank guarantees, supporting obligations bankers’ acceptances, performance
bonds, surety bonds, statutory bonds, appeal bonds, warehouse receipts or similar instruments issued or created in the ordinary
course of business, including with respect of workers compensation claims, health, disability or other employee benefits or property,
casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding
workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following
the due date thereof.


 


“Permitted
Investments” means each of the following:


 


(a)          Investments
in readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency
or instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that
the full faith and credit of the United States of America is pledged in support thereof;


 






    	-30-



     


    

 


(b)          Investments
in commercial paper issued by any Person organized under the Laws of any state of the United States of America and rated, at the
time such Investments are made, at least “Prime-1” (or the then equivalent grade) by Moody’s or at least
“A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than one hundred and
eighty (180) days from the date of acquisition thereof;


 


(c)          Investments
in time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that, at the time
such Investments are made, (i) (A) is a Lender or (B) is organized under the Laws of the United States of America, any state thereof
or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the Laws of the United
States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or
the parent of which issues) commercial paper rated as described in clause (b) of this definition and (iii) has combined capital
and surplus of at least $1,000,000,000, in each case with maturities of not more than one hundred and eighty (180) days from
the date of acquisition thereof;


 


(d)          Investments
in fully collateralized repurchase agreements with a term of not more than thirty (30) days for securities described in clause
(a) above (without regard to the limitation on maturity contained in such clause) and entered into with a financial institution
satisfying the criteria described in clause (c) above or with any primary dealer and having a market value at the time that such
repurchase agreement is entered into of not less than 100% of the repurchase obligation of such counterparty entity with whom such
repurchase agreement has been entered into;


 


(e)          Investments,
classified in accordance with GAAP as current assets of the Loan Parties, in any money market fund, mutual fund, or other investment
companies that are registered under the Investment Company Act of 1940, as amended, which are administered by financial institutions
that have the highest rating obtainable from either Moody’s or S&P, and which invest solely in one (1) or more of the
types of securities described in clauses (a) through (d) above;


 


(f)          Investments
existing on the Effective Date set forth on Schedule 7.02 or as otherwise disclosed to the GSO Entities and the Agent in writing
on or prior to the Effective Date specifically with reference to this clause, but not any additional Investment in respect thereof
unless otherwise permitted hereunder;


 


(g)          (i)
Investments by any Loan Party and its Subsidiaries in their respective Subsidiaries outstanding on the Effective Date, (ii) additional
Investments by any Loan Party and its Subsidiaries in Loan Parties, (iii) Investments in Non-Guarantor Subsidiaries constituting
(x) Investments made with contributions of the Equity Interests of the Borrower and cash proceeds of equity contributions to the
Borrower made by the Borrower’s shareholders, (y) non-monetary Investments consisting of the acquisition or formation and
ownership of the Equity Interests thereof to the extent permitted pursuant to clause (m) hereof and (z) so long as (A) no Default
or Event of Default has occurred and is continuing or would result therefrom and (B) the Loan Parties have cash on hand in an amount
greater than $10,000,000 after giving effect thereto and such additional Investments by any Loan Party in any Non-Guarantor Subsidiary
shall not exceed $11,500,000 in the aggregate at any time, and (iv) additional Investments by Subsidiaries of the Loan Parties
that are not Loan Parties in other Subsidiaries that are not Loan Parties;


 


(h)          Investments
consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit
in the ordinary course of business, 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;


 






    	-31-



     


    

 


(i)          Guarantees
constituting Permitted Indebtedness;


 


(j)          so
long as no Default or Event of Default has occurred and is continuing or would result from such Investment, Investments by any
Loan Party in Swap Contracts permitted hereunder;


 


(k)          Investments
received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers
and suppliers, in each case in the ordinary course of business;


 


(l)          advances
to officers, directors and employees of the Loan Parties in the ordinary course of business in an amount not to exceed $575,000
to any individual at any time or in an aggregate amount not to exceed $2,300,000 at any time outstanding;


 


(m)          Investments
constituting Permitted Acquisitions;


 


(n)          Loan
Parties may own the equity interests of their respective Subsidiaries created or acquired in accordance with this Agreement (so
long as all amounts invested in such Subsidiaries are independently justified under another clause of this definition);


 


(o)          deposits
made in the ordinary course of business to secure the performance of leases or other obligations pursuant to Section 7.03;


 


(p)          purchases
of assets in the ordinary course of business to the extent not constituting a Permitted Acquisition;


 


(q)          Investments
consisting of (x) transactions permitted under Section 7.03 and 7.05, (y) Restricted Payments permitted by Section 7.06
and (z) repayments or other acquisitions of Indebtedness of any Loan Party not prohibited by Section 7.07;


 


(r)          promissory
notes and other non-cash consideration received in connection with any asset sale permitted by Section 7.05;


 


(s)          the
MSLO Acquisition;


 


(t)          advances
in the form of a prepayment of expense to vendors, suppliers and trade creditors consistent with their past practices, so long
as such expenses were incurred in the ordinary course of business;


 


(u)          [reserved];
and


 






    	-32-



     


    

 


(v)         Investments
by the Borrower and its Subsidiaries not otherwise permitted under this definition of “Permitted Investments” in an
aggregate amount not to exceed $11,500,000; provided that, with respect to each Investment made pursuant to this clause
(v): (i) such Investment shall be in property that is part of, or in lines of business that are, substantially the same lines of
business as one or more of the principal businesses of the Borrower and its Subsidiaries in the ordinary course; (ii) any determination
of the amount of such Investment shall include all cash and noncash consideration paid by or on behalf of the Borrower and its
Subsidiaries in connection with such Investment; (iii) (A) immediately before and immediately after giving pro forma effect to
any such purchase or other acquisition, no Default shall have occurred and be continuing and (B) immediately after giving effect
to such purchase or other acquisition, the Borrower and its Subsidiaries shall be in pro forma compliance with all of the covenants
set forth in Section 7.15, such compliance to be determined on the basis of the financial information most recently delivered
to the Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Investment had been consummated as
of the first day of the fiscal period covered thereby; and (iv) if the Person which is the subject of such Investment will be maintained
as a Subsidiary (other than an Excluded Subsidiary) of a Loan Party, or if the property acquired pursuant to such Investment will
be transferred to a Subsidiary (other than an Excluded Subsidiary) which is not then a Loan Party, such Subsidiary shall have complied
with the provisions of Section 6.11 and Section 6.15 hereof to the extent applicable;


 


provided, however, that notwithstanding
the foregoing, after the occurrence and during the continuance of a Cash Control Event, no such Investments specified in clauses
(a) through (e) shall be permitted unless the Investment is a temporary Investment pending expiration of an Interest Period for
a LIBOR Rate Loan, the proceeds of which Investment will be applied to the Obligations after the expiration of such Interest Period,
and such Investment is pledged to the Agent as additional collateral for the Obligations pursuant to such agreements as may be
reasonably required by the GSO Entities.


 


“Permitted No-Call
Prepayments” has the meaning provided in Section 2.04(a).


 


“Permitted Refinancing”
means, with respect to any Person, any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance,
renew, replace, defease or refund (collectively, to “Refinance”), the Indebtedness being Refinanced (or previous
refinancings thereof constituting a Permitted Refinancing); provided, that (a) the principal amount (or accreted value,
if applicable) of such Permitted Refinancing does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness
so Refinanced (plus unpaid accrued interest and premiums thereon and underwriting discounts, defeasance costs, fees, commissions
and expenses), (b) the Weighted Average Life to Maturity of such Permitted Refinancing is greater than or equal to the Weighted
Average Life to Maturity of the Indebtedness being Refinanced, (c) such Permitted Refinancing shall not require any scheduled principal
payments due prior to the Maturity Date in excess of or prior to the scheduled principal payments for the Indebtedness being Refinanced
due prior to such Maturity Date, (d) if the Indebtedness being Refinanced is subordinated in right of payment to the Obligations
under this Agreement, such Permitted Refinancing shall be subordinated in right of payment to such Obligations on terms at least
as favorable to the Credit Parties as those contained in the documentation governing the Indebtedness being Refinanced, (e) no
Permitted Refinancing shall have direct or indirect obligors who were not also obligors of the Indebtedness being Refinanced, or
greater guarantees or security, than the Indebtedness being Refinanced, (f) such Permitted Refinancing shall be otherwise on terms
not materially less favorable to the Credit Parties than those contained in the documentation governing the Indebtedness being
Refinanced, taken as a whole, including, without limitation, with respect to financial and other covenants and events of default,
(g) the interest rate applicable to any such Permitted Refinancing shall not exceed the then applicable market interest rate, (h)
at the time thereof, no Default or Event of Default shall have occurred and be continuing, and (i) in the case of a Refinance of
any Indebtedness permitted pursuant to clause (a) of the definition of Permitted Indebtedness, the agent and lenders party thereto
agree in writing to be bound by the Intercreditor Agreement.


 


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


 






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“Plan”
means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees
of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute
on behalf of any of its employees.


 


“Prepaid Principal”
means, the principal of the Loans prepaid, repaid or refinanced during the No Call Period (other than principal prepaid or repaid
which is a Permitted No-Call Prepayment or is required to be made (and not otherwise waived by the Required Lenders) pursuant to
Section 2.04(b), 2.04(c), or 2.04(d)) and/or the principal of the Loans which have been declared to be immediately
due and payable pursuant to Section 8.02 during such No Call Period.


 


“Pro Forma Transaction”
means any (a) Investment that results in a Person becoming a Subsidiary or constituting an acquisition of assets constituting a
business unit, line of business or division of another Person, (b) Acquisition, (c) Disposition that results in a Subsidiary ceasing
to be a Subsidiary or of a business unit, line of business or division of the Borrower or any Subsidiary, in each case whether
by merger, consolidation, amalgamation or otherwise and (d) other transaction that by the terms of this Agreement requires a financial
ratio or test to be determined on a “pro forma basis” or to be given “pro forma effect”.


 


“Qualified ECP
Guarantor” means, in respect of any Swap Obligation, at any time, each Loan Party with total assets exceeding $10,000,000
or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause
another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the
Commodity Exchange Act.


 


“Qualified Stock”
means all Equity Interests other than Disqualified Stock.


 


“Real Estate”
means all Leases and all land, together with the buildings, structures, parking areas, and other improvements thereon, now or hereafter
owned by any Loan Party, including all easements, rights-of-way, and similar rights relating thereto.


 


“Realizable Orderly
Liquidation Value” means the sum of (x) one hundred percent (100%) of the appraised orderly liquidation value of the Intellectual
Property of the Loan Parties; (y) (i) prior to April 1, 2016 sixty percent (60%) of the appraised orderly liquidation value of
the Intellectual Property of DVS and (ii) on and after April 1, 2016 zero percent (0%) of the appraised orderly liquidation value
of the Intellectual Property of DVS; and (z) sixty-two and one half percent (62.5%) of the appraised orderly liquidation value
of the Intellectual Property of With You, in each case based upon the most recent appraisal of such Intellectual Property undertaken
by the Agent or received from the BoA Agent pursuant to Section 6.10(b) with respect thereto. “Recipient” means
the Agent or any Lender.


 


“Register”
has the meaning provided in Section 10.06(c).


 


“Registered Public
Accounting Firm” has the meaning provided by the Securities Laws and shall be independent of the Borrower and its Subsidiaries
as prescribed by the Securities Laws.


 


“Reinvestment
Yield” means, with respect to the Prepaid Principal of the Loans, 0.75% over the yield to maturity implied by (a) the yields
reported, as of 10:00 A.M. (New York City time) on the second Business Day preceding the Settlement Date with respect to the outstanding
principal amount of the Loans, on the display designated as “Page 678” on the Telerate Access Service (or such other
display as may replace Page 678 on Telerate Access Service) for actively traded U.S. Treasury securities having a maturity equal
to the Remaining Average Life of such Prepaid Principal as of such Settlement Date, or (b) if such yields are not reported as of
such time or the yields reported as of such time are not ascertainable, the Treasury Constant Maturity Series Yields reported,
for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with
respect to such Prepaid Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication)
for actively traded U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Prepaid Principal
as of such Settlement Date. Such implied yield will be determined, if necessary, by (a) converting U.S. Treasury bill quotations
to bond-equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between (i) the actively
traded U.S. Treasury security with the duration closest to and greater than the Remaining Average Life and (ii) the actively traded
U.S. Treasury security with the duration closest to and less than the Remaining Average Life. The Reinvestment Yield shall be rounded
to the number of decimal places as appears in the interest rate of the Loans.


 






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


 


“Remaining Average
Life” means, with respect to the Prepaid Principal of the Loans, the number of months (calculated to the nearest month) obtained
by dividing (a) such Prepaid Principal into (b) the sum of the products obtained by multiplying (i) the principal component of
each Remaining Scheduled Payment with respect to the Prepaid Principal by (ii) the number of months (calculated to the nearest
month) that will elapse between the Settlement Date with respect to such Prepaid Principal and the scheduled due date of such Remaining
Scheduled Payment.


 


“Remaining Scheduled
Payments” means, with respect to the Prepaid Principal of the Loans, all payments of interest thereon on such Prepaid Principal
thereon that would be due after the Settlement Date with respect to such Prepaid Principal if no payment of such Prepaid Principal
were made prior to its scheduled due date; provided, that for the purposes of determining the Remaining Scheduled Payments
of any Loan, it will be assumed that such Loan became due on the eighteenth (18th) month anniversary of the Effective Date; provided,
further, that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the
Loans, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such
Settlement Date.


 


“Reportable Event”
means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.


 


“Reports”
has the meaning provided in Section 9.11.


 


“Required Lenders”
means, as of any date of determination, Lenders holding in the aggregate more than 50% of the aggregate outstanding principal amount
of the Loans.


 


“Responsible
Officer” means (a) the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of a
Loan Party or any of the other individuals designated in writing to the Agent by an existing Responsible Officer of a Loan Party
as an authorized signatory of any certificate or other document to be delivered hereunder; or (b) with respect to the solvency
certificate required to be delivered under Section 4.01(a), the chief financial officer, treasurer or assistant treasurer (or other
officer having substantially the same authority and responsibility) of the Borrower. Any document delivered hereunder that is signed
by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership
and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on
behalf of such Loan Party.


 






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“Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other
Equity Interest of any Person or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including
any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation
or termination of any such capital stock or other Equity Interest, or on account of any return of capital to such Person’s
stockholders, partners or members (or the equivalent of any thereof), or any option, warrant or other right to acquire any such
dividend or other distribution or payment. Without limiting the foregoing, “Restricted Payments” with respect to any
Person shall also include all payments made by such Person with any proceeds of a dissolution or liquidation of such Person.


 


“Restricted Payment
Conditions” means, at the time of determination with respect to any specified Restricted Payment, that (a) no Default or
Event of Default then exists or would arise as a result of making of such Restricted Payment, (b) after giving effect to such Restricted
Payment, the Total Outstandings are not greater than twenty-five (25%) percent of the appraised orderly liquidation value
of registered Trademarks of the Loan Parties, as determined pursuant to the most recent appraisal conducted by or on behalf of
the Agent with respect to such registered Trademarks, and (c) the Consolidated Fixed Charge Coverage Ratio, as calculated on a
pro-forma basis for the twelve Fiscal Months preceding such Restricted Payment, is equal to or greater than 1.0:1.0.


 


“Rollover Loans”
has the meaning provided in Section 2.01(b).


 


“S&P”
means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor thereto.


 


“Sanctioned Country”
means a country subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treasury.gov/resource-center/sanctions/Pages/default.aspx,
or as otherwise published from time to time.


 


“Sanctioned Person”
means (i) a Person named on the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC available
at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx, or as otherwise published from time to time,
or (ii) (A) an agency of the government of a Sanctioned Country, (B) an organization controlled by a Sanctioned Country, or (C)
a person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC.


 


“Sarbanes-Oxley”
means the Sarbanes-Oxley Act of 2002.


 


“SEC” means
the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.


 


“Securities Laws”
means the Securities Act of 1933, the Securities Exchange Act of 1934, Sarbanes-Oxley, and the applicable accounting and auditing
principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the PCAOB.


 


“Security Agreement”
means the Security Agreement dated as of August 15, 2014 among the Loan Parties and the Agent.


 


“Security Documents”
means the Security Agreement, the Copyright Security Agreement, the Patent Security Agreement, the Trademark Security Agreement,
the Blocked Account Agreements, any joinder agreement, supplement and reaffirmation in connection with any of the foregoing, and
each other security agreement or other instrument or document executed and delivered to the Agent pursuant to this Agreement or
any other Loan Document granting a Lien to secure any of the Obligations.


 






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“Settlement Date”
means, with respect to the Prepaid Principal of the Loans, the date on which such Prepaid Principal is prepaid, repaid or refinanced,
whether during the No Call Period set forth in Section 2.04(a) or on account of acceleration of the Loans pursuant to Section
8.02 during such No Call Period.


 


“Shareholders’
Equity” means, as of any date of determination, consolidated shareholders’ equity of the Borrower and its Subsidiaries
as of that date determined in accordance with GAAP.


 


“Simpson Acquisition”
the acquisition by SQBG of 62.5% of the membership interest in With You LLC, a Delaware limited liability company, pursuant to
the Simpson Acquisition Agreement.


 


“Simpson Acquisition
Agreement” means the Purchase Agreement dated as of April 1, 2015, by and among, among others, SQBG, as the buyer, With You,
Inc., a California corporation, and Corny Dog, Inc., a California corporation, as the sellers, as amended, restated, supplemented
or otherwise modified from time to time to the extent not materially adverse to the GSO Entities.


 


“Solvent”
and “Solvency” means, with respect to any Person on a particular date, that on such date (a) at fair valuation, all
of the properties and assets of such Person are greater than the sum of the debts, including contingent liabilities, of such Person,
(b) the present fair saleable value of the properties and assets of such Person is not less than the amount that would be required
to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person is able to realize
upon its properties and assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature
in the normal course of business, and (d) such Person is not engaged in a business or a transaction, and is not about to engage
in a business or transaction, for which such Person’s properties and assets would constitute unreasonably small capital after
giving due consideration to the prevailing practices in the industry in which such Person is engaged. The amount of all guarantees
at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, can reasonably
be expected to become an actual or matured liability.


 


“Specified Loan
Party” means any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange
Act (as determined prior to giving effect to Section 10.25).


 


“Specified Representations”
means the representations and warranties contained in Sections 5.01(a), 5.01(b)(ii), 5.02(a) and (d),
5.04, 5.14, 5.19 (subject to the limitations set forth in the provisos to Section 4.01(a)(ix)), 5.20,
5.24 (solely as to the second sentence therein), 10.17 (solely as to the second sentence therein) and 10.18
of this Agreement.


 


“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 percentages (including any marginal, special, emergency or supplemental
reserves) expressed as a decimal established by the FRB to which the Agent is subject with respect to the Adjusted LIBOR Rate,
for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such
reserve percentages shall include those imposed pursuant to such Regulation D. LIBOR Rate 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 such Regulation D or any comparable regulation. The Statutory
Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.


 


“Subordination
Provisions” has the meaning provided in Section 8.01(p).


 






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“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority
of the Equity Interests having ordinary voting power for the election of directors or other governing body are at the time beneficially
owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries”
shall refer to a Subsidiary or Subsidiaries of a Loan Party, but shall exclude Excluded Subsidiaries.


 


“Swap Contract”
means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate
swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any
master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc.,
any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any
related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.


 


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


 


“Swap Termination
Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out
and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date
referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based
upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which
may include a Lender or any Affiliate of a Lender).


 


“Synthetic Lease
Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention
lease, or (b) an agreement for the use or possession of property (including sale and leaseback transactions), in each case, creating
obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to
such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).


 


“Taxes”
means 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.


 


“Termination
Date” means the earliest to occur of (i) the Maturity Date, (ii) the date on which the maturity of the Obligations is accelerated
(or deemed accelerated) in accordance with Article VIII, or (iii) the date on which the Borrower prepays the Loans in full and
terminates this Agreement in accordance with Section 2.04(a) hereof.


 






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“Total Outstandings”
means the sum of the (a) then outstanding principal amount of the Term Loans (as defined in the BoA Credit Agreement), plus
(b) the Total Revolving Outstandings (as defined in the BoA Credit Agreement), plus (c) then outstanding principal amount
of the Loans.


 


“Trademark”
has the meaning provided in the Security Agreement.


 


“Trademark Security
Agreement” means the Grant of Security Interest in United States Trademarks dated as of August 15, 2014 among certain Loan
Parties and the Agent.


 


“Trading with
the Enemy Act” has the meaning provided in Section 10.18.


 


“Type”
means, with respect to the portion of any Loan outstanding, its character as a Base Rate Loan or a LIBOR Rate Loan.


 


“UCC” or
“Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in the State of New York;
provided, however, that if a term is defined in Article 9 of the Uniform Commercial Code differently than in another Article thereof,
the term has the meaning set forth in Article 9; provided further that, if by reason of mandatory provisions of Law, perfection,
or the effect of perfection or non-perfection, of a security interest in any Collateral or the availability of any remedy hereunder
is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “Uniform Commercial
Code” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating
to such perfection or effect of perfection or non-perfection or availability of such remedy, as the case may be.


 


“UFCA”
has the meaning provided in Section 10.21(d).


 


“UFTA”
has the meaning provided in Section 10.21(d).


 


“United States”
and “U.S.” mean the United States of America.


 


“U.S. Person”
means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.


 


“U.S. Tax Compliance
Certificate” has the meaning provided in Section 3.01(e)(ii)(B)(III).


 


“Weighted Average
Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the
sum of the products obtained by multiplying (i) the amount of each then remaining installment or other required payments of principal,
including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that
will elapse between such date and the making of such payment by (b) the then outstanding principal amount of such Indebtedness;
provided that for purposes of determining the Weighted Average Life to Maturity of any Indebtedness that is being modified, refinanced,
refunded, renewed, replaced or extended, the effects of any prepayments made on such Indebtedness prior to the date of the applicable
extension shall be disregarded.


 


“Wilmington”
means Wilmington Trust, National Association and its successors.


 


“With You”
means With You LLC, a Delaware limited liability company.


 


“Yield Differential”
has the meaning provided in Section 2.14(e).


 






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1.02         Other
Interpretive Provisions. With reference to this Agreement and each other Loan Document,
unless otherwise specified herein or in such other Loan Document:


 


(a)          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 “will” shall be construed to have the same meaning and effect as the word “shall.”
Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including
any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time
amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth
herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s
successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,”
and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and
not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall
be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear,
(v) any reference to any Law shall include all rules, regulations and orders thereunder and all statutory and regulatory provisions
consolidating, amending, replacing or interpreting such Law and any reference to any Law shall, unless otherwise specified, refer
to such Law or regulation as amended, modified or supplemented from time to time, and (vi) 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.


 


(b)          In
the computation of periods of time from a specified date to a later specified date, the word “from” means “from
and including;” the words “to” and “until” each mean “to but excluding;”
and the word “through” means “to and including.”


 


(c)          Section
headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation
of this Agreement or any other Loan Document.


 


(d)          Any
reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations shall mean
the repayment in Dollars in full in cash or immediately available funds (or, in the case of contingent reimbursement obligations
with respect to Bank Products (other than Swap Contracts), providing cash collateralization) of all of the Obligations (including
the payment of any termination amount then applicable (or which would or could become applicable as a result of the repayment of
the other Obligations) under Swap Contracts) other than (i) unasserted contingent indemnification Obligations, (ii) any Obligations
relating to Bank Products (including Swap Contracts) that, at such time, are allowed by the applicable Bank Product provider to
remain outstanding without being required to be repaid or cash collateralized, and (iii) any Obligations relating to Cash Management
Services that, at such time, are allowed by the applicable provider of such Cash Management Services to remain outstanding without
being required to be repaid.


 


1.03         Accounting
Terms


 


(a)          Generally.
All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data
(including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared
in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that
used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.


 






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(b)          Changes
in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in
any Loan Document, and either the Borrower or the Required Lenders shall so request, the Agent, the Lenders and the Borrower shall
negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP
(subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement
shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to
the Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder
setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change
in GAAP.


 


1.04         Rounding.
Any financial ratios required to be maintained by the Loan Parties pursuant to this Agreement shall be calculated by dividing
the appropriate component by the other component, carrying the result to one place more than the number of places by which such
ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest
number).


 


1.05         Times
of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or
standard, as applicable).


 


1.06         Pro
Forma Calculations.


 


(a)          Notwithstanding
anything to the contrary herein, the Consolidated First Lien Leverage Ratio, the Consolidated Fixed Charge Coverage Ratio, the
Consolidated Net Leverage Ratio and the Consolidated Total Leverage Ratio shall be calculated in the manner prescribed by this
Section 1.04.


 


(b)          For
purposes of calculating the Consolidated First Lien Leverage Ratio, the Consolidated Fixed Charge Coverage Ratio, the Consolidated
Net Leverage Ratio and the Consolidated Total Leverage Ratio, Pro Forma Transactions (and the incurrence or repayment of any Indebtedness
in connection therewith) that have been consummated (i) during the most recent Fiscal Quarter of the Borrower or (ii) subsequent
to such Fiscal Quarter and prior to, or simultaneously with, the event for which the calculation of any such ratio is made shall
be calculated on a pro forma basis assuming that all such Pro Forma Transactions (and any increase or decrease in Consolidated
EBITDA and the component financial definitions used therein attributable to any Pro Forma Transaction) had occurred on the first
day of such Fiscal Quarter.


 


(c)          If
pro forma effect is to be given to a Pro Forma Transaction, the pro forma calculations shall be made in good faith by a financial
or accounting Responsible Officer of the Borrower and include only those adjustments that would be permitted or required by Regulation
S-X together with those adjustments that (i) have been certified by such Responsible Officer of the Borrower as having been prepared
in good faith based upon reasonable assumptions and (ii) are (x) directly attributable to the Pro Forma Transactions with respect
to which such adjustments are to be made, (y) expected to have a continuing impact on the Loan Parties and (z) factually supportable
and reasonably identifiable.


 






    	-41-



     


    

 


(d)          
In the event that the Borrower or any Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption,
repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Consolidated First Lien Leverage
Ratio, the Consolidated Fixed Charge Coverage Ratio, the Consolidated Net Leverage Ratio and the Consolidated Total Leverage Ratio
(other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working
capital purposes) subsequent to the end of the most recent Fiscal Quarter of the Borrower and prior to, or simultaneously with,
the event for which the calculation of any such ratio is made, then such ratio shall be calculated after giving pro forma effect
to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of such Fiscal
Quarter.


 


ARTICLE II


THE COMMITMENTS AND
LOANS


 


2.01         Loans.


 


(a)          Initial
Term Loan. Each of the Loan Parties acknowledges and agrees that as of the Effective Date, the outstanding principal amount
of Existing Loans made by the Existing Lenders to SQBG prior to the Effective Date in accordance with the Existing Credit Agreement
is $215,500,000, which is owing by the Borrower, without defense, offset, recoupment or deduction. Such Existing Loans shall continue
as part of the Initial Term Loan extended under Section 2.01(b) via a deemed “cashless rollover” of such Existing
Loans into the Initial Term Loan on the Effective Date.


 


(b)          Subject
to the terms and conditions set forth herein, each Lender severally agrees, on the Effective Date, to (1) roll over the Existing
Loans owing to such Lender into and as its initial term loan made hereunder (the “Rollover Loans”), and (2)
make a term loan to the Borrower in an aggregate principal amount equal to such Lender’s Commitment (after netting the principal
amount of the Rollover Loans) in immediately available funds in accordance with instructions provided by the Borrower (such term
loans together with Rollover Loans being collectively referred to as the “Initial Term Loan”); it being understood
and agreed that there will be no cash advance to the Borrower from the Lenders on the account of the Rollover Loans on the Effective
Date.


 


(c)          The
aggregate amount of the Initial Term Loan shall not exceed the aggregate Commitments. Amounts repaid or prepaid on the Initial
Term Loan may not be reborrowed.


 


(d)          Each
of the parties hereto agrees that, after giving effect to this Agreement, the revised Applicable Percentage of the Initial Term
Loan of each Lender (as of the Effective Date) shall be as set forth on Schedule 2.01(d) attached hereto.


 


2.02         Continuations
and Conversions of Loans.


 


(a)          [Reserved].


 


(b)          Each
(i) continuation of LIBOR Rate Loans or (ii) conversion of a Base Rate Loan to a LIBOR Rate Loan shall be made upon the Borrower’s
irrevocable notice to the Agent, which may be given by telephone. Each such notice must be received by the Agent not later than
11:00 a.m. three Business Days prior to the requested date of any continuation or, or conversion to, LIBOR Rate Loans. Each telephonic
notice by the Borrower pursuant to this Section 2.02(b) must be confirmed promptly by delivery to the Agent of a written
Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each continuation of, or conversion to,
LIBOR Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each
Loan Notice (whether telephonic or written) shall specify (i) the requested date of the continuation or conversion, as the case
may be (which shall be a Business Day) and (iii) the principal amount of the Loans to be continued or converted.


 






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(c)          [Reserved].


 


(d)          [Reserved].


 


(e)          The
Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for LIBOR Rate
Loans upon determination of such interest rate.


 


(f)          After
giving effect to all continuations of the Loans, there shall not be more than six (6) Interest Periods in effect with respect to
LIBOR Rate Loans.


 


2.03         [Reserved].


 


2.04         Prepayments.


 


(a)          The
Borrower may not voluntarily prepay, repay or refinance the Loans during the period commencing on the Effective Date and ending
on the date immediately prior to the eighteenth (18th) month anniversary of the Effective Date (such period, the “No
Call Period”); provided, however, that


 


(i) the Borrower
may, on a one-time basis and solely from the net cash proceeds of substantially concurrent equity issuances of the Borrower, prepay
up to twenty percent (20%) of the outstanding principal of the Loans during the No Call Period, subject to the conditions to optional
prepayments set forth in the following sentences of this Section 2.04(a) and subject to payment of the Early Termination
Fee set forth in Section 2.08(b) related to such Permitted No-Call Prepayment;


 


(ii) if, during
the No Call Period, the Lenders with outstanding Loans have been offered, and have declined, the bona fide opportunity to participate
in the financing of a Permitted Acquisition by the Borrower or any of its Subsidiaries on mutually satisfactory terms and with
not less than the percentage of compensatory economics that the Borrower or any such Subsidiary offers to the other lenders in
such financing that have been accepted by such other lenders, the Borrower may prepay, in whole or in part, the outstanding principal
of the Loans (the prepayments permitted under this clause (ii) together with the prepayment permitted under the preceding clause
(i), collectively, the “Permitted No-Call Prepayments” and each a “Permitted No-Call Prepayment”),
subject to the conditions to optional prepayments set forth in the following sentences of this Section 2.04(a) and subject
to payment of the Early Termination Fee set forth in Section 2.08(b) related to such Permitted No-Call Prepayment; and


 


(iii) any prepayment
or repayment of the Loans during such No Call Period other than as permitted under clauses (i) and (ii) above (including, for the
avoidance of doubt, as a result of an acceleration of the Loans pursuant to Section 8.02 or otherwise) shall be subject
to payment of any and all the fees payable set forth in Section 2.08(a).


 


On or after the eighteenth
(18th) month anniversary of the Effective Date, the Borrower may, upon irrevocable written notice from the Borrower
to the Agent, at any time or from time to time voluntarily prepay, repay or refinance the Loans in whole or in part without premium
or penalty except the Early Termination Fee set forth in Section 2.08(b).


 






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In respect of any optional
prepayment, repayment or refinancing specified in this Section 2.04(a), (i) the Borrower shall give irrevocable written
notice to the Agent and such notice must be received by the Agent not later than 11:00 a.m. (A) three Business Days prior to any
date of prepayment of LIBOR Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of LIBOR Rate
Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; or, if less, the entire
principal amount thereof then outstanding or such lesser amount as is acceptable to the applicable Lenders; and (iii) each such
notice shall specify the date and amount of such prepayment and the Type(s) of Loan to be prepaid and, if LIBOR Rate Loans, the
Interest Period(s) of such Loan. Notwithstanding the foregoing, any notice delivered pursuant to this Section 2.04(c) may state
that it is conditioned upon the occurrence or non-occurrence of any event specified there, in which case such notice may be revoked
by the Borrower (by notice to the Agent on or prior to the specified prepayment, repayment or refinancing date) if such condition
is not satisfied. The Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s
Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and
the payment amount specified in such notice shall be due and payable on the date specified therein (together with the payment of
the Early Termination Fee and other fees payable pursuant to Section 2.08 as applicable), except that, to the extent delivered
in connection with a full or partial refinancing of the Obligations, such notice shall not be irrevocable until such refinancing
is closed and funded. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together
with any additional amounts required pursuant to Section 3.05. Subject to Section 2.12 and Section 2.04(f),
each such prepayment shall be applied to the portion of the Loans held by, as applicable, the Lenders in accordance with their
respective Applicable Percentages.


 


(b)          In
connection with any Disposition of any Intellectual Property or related assets of the Borrower or its Subsidiaries, the Borrower
shall prepay the Loans in an amount equal to the then applicable LTV Percentage (as defined in the BoA Credit Agreement as in effect
on the Effective Date) of the greater of (i) the orderly liquidation value of such assets as determined by the most recent appraisal
of such Intellectual Property or related assets undertaken by the Agent or received from the BoA Agent with respect thereto and
(ii) the Net Proceeds received from such Disposition; provided that if an Event of Default has occurred and is continuing,
the Borrower shall prepay the Loans in an amount equal to 100% of the greater of (i) the orderly liquidation value of such assets
as determined by the most recent appraisal of such Intellectual Property or related assets undertaken by the Agent or received
from the BoA Agent with respect thereto and (ii) the Net Proceeds received from such Disposition.


 


(c)          In
connection with any Disposition of any assets of the Borrower or its Subsidiaries (other than Permitted Dispositions of the type
referred to in clauses (d), (e) and (f) of the definition thereof), the Borrower shall prepay the Loans in an amount equal to 100%
of the Net Proceeds from the Disposition of such Collateral; provided that the Borrower shall have the right to reinvest
such Net Proceeds, if such Net Proceeds are reinvested (or committed to be reinvested) within 180 days and, if so committed to
be reinvested, so long as such reinvestment is actually completed within 180 days thereafter.


 


(d)          Not
later than ninety (90) days after the end of each Fiscal Year of the Borrower and its Subsidiaries, commencing with the Fiscal
Year ending December 31, 2015, the Borrower shall prepay the Loan in an amount equal to (i) fifty percent (50%) of Consolidated
Excess Cash Flow for such Fiscal Year of the Borrower and its Subsidiaries, or (ii) if the Consolidated Total Leverage Ratio as
of the last day of such Fiscal Year is less than 3.00:1.00, zero percent (0%) of Consolidated Excess Cash Flow for such Fiscal
Year of the Borrower and its Subsidiaries; provided however, with respect to each of the Fiscal Year ending December 31, 2015 and
the Fiscal Year ending December 31, 2016, the Borrower shall not be obligated to prepay the Loan if and to the extent the prepayment
will result in the Liquidity of the Loan Parties of less than $20,000,000. The term “Liquidity” used herein shall mean
the aggregate amount of the unused portion of the revolving facility under the BoA Facility and the cash and the Permitted Investments
of the types as in clauses (a) – (e) in the definition of “Permitted Investments” on the balance sheet of the
Loan Parties and their respective Subsidiaries on a consolidated basis.


 






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(e)          Subject
to the BoA Intercreditor Agreement, the Borrower shall prepay the Loans to the extent required pursuant to the provisions of Section
6.12 hereof.


 


(f)          Notwithstanding
anything to the contrary contained herein, no prepayment shall be required to be made by the Borrower pursuant to Sections 2.04
(b) and Section 2.04(c) above to the extent any such prepayment is required to be made pursuant to Section 2.04
of the BoA Credit Agreement (as in effect as of the date hereof); provided, that the Borrower shall prepay the Loans in
the amount of any such prepayment waived or declined under the BoA Credit Agreement; provided further that no prepayment shall
be required to be made by the Borrower pursuant to Section 2.04(d) to the extent any such prepayment is prohibited pursuant
to Article VII of the BoA Credit Agreement (as in effect as of the date hereof).


 


2.05         [Reserved].


 


2.06         Repayment
of Obligations.         


 


Except as provided in
Section 1.02(d), the Borrower shall repay to the Agent, for the account of the Lenders, on the Termination Date the aggregate
principal amount of Loans and other Obligations outstanding on such date.


 


2.07         Interest.


 


(a)          Subject
to the provisions of Section 2.07(b) below, (i) each LIBOR Rate Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the Adjusted LIBOR Rate for such Interest Period plus the
Applicable Margin for LIBOR Rate Loans and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof
from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Margin for Base Rate Loans.


 


(b)          If
any Event of Default exists, all outstanding Obligations shall thereafter bear interest at a fluctuating interest rate per annum
at all times equal to the Default Rate and thereafter such Obligations shall bear interest at the Default Rate to the fullest extent
permitted by Law. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable
upon demand.


 


(c)          Except
as provided in Section 2.07(b), interest on each Loan shall be due and payable in arrears on each Interest Payment Date
applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance
with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief
Law.


 


2.08         Fees.


 


(a)          Make-Whole
Amount. During the No Call Period, in the event that the Borrower prepays or repays all or part of the Loans (including, for
the avoidance of doubt, as a result of an acceleration of the Loans pursuant to Section 8.02 or otherwise), unless such
prepayment or repayment is a Permitted No-Call Prepayment or is required to be made (and not otherwise waived by the Required Lenders)
pursuant to Section 2.04(b), 2.04(c), or 2.04(d), the Borrower shall pay to the Agent, for the ratable benefit
of the Lenders, the Make-Whole Amount plus three percent (3%) on all Prepaid Principal that does not constitute a Permitted
No-Call Prepayment. All parties to this Agreement agree and acknowledge that the Lenders will have suffered damages on account
of the prepayment of the Loans during such timeframe set forth in this Section 2.08(a) and that, in view of the difficulty
in ascertaining the amount of such damages, the Make-Whole Amount constitutes reasonable compensation and liquidated damages to
compensate the Lenders on account thereof.


 






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(b)          Early
Termination Fee. In the event that the Borrower prepays or repays all or part of the Loans pursuant to Section 2.04
(unless such prepayment or repayment is required to be made (and not otherwise waived by the Required Lenders) pursuant to Section
2.04(b), 2.04(c), or 2.04(d)) or as a result of an acceleration of the Loans pursuant to Section 8.02,
then the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, a fee (the “Early Termination Fee”)
equal to (i) if such prepayment or repayment is a Permitted No-Call Prepayment of the type described in in Section 2.04(a)(i)
and is made during the No Call Period, one percent (1%) of the outstanding principal amount of the Loans prepaid or repaid at such
time, (ii) if such prepayment or repayment is a Permitted No-Call Prepayment of the type described in Section 2.04(a)(ii)
and is made during the No Call Period, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at
such time, or (iii) for any other prepayment or repayment, (A) if such prepayment or repayment occurs on or after the eighteenth
(18th) month anniversary of the Effective Date and prior to the thirtieth (30th) month anniversary of the
Effective Date, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time and (B) if such
prepayment or repayment occurs on or after the thirtieth (30th) month anniversary of the Effective Date and prior to
the forty-second (42nd) month anniversary of the Effective Date, one (1%) percent of the outstanding principal amount
of the Loans prepaid or repaid at such time; provided, that if such prepayment occurs on or after the forty-second (42nd)
month anniversary of the Effective Date, no Early Termination Fee shall be due and payable. All parties to this Agreement agree
and acknowledge that the Lenders will have suffered damages on account of the prepayment of the Loans during such timeframe set
forth in this Section 2.08(b) and that, in view of the difficulty in ascertaining the amount of such damages, the Early
Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereof.


 


(c)          Other
Fees. The Borrower shall pay to the Agent, the Arranger and the applicable GSO Entities for their own account fees in the amounts
and at the times specified in the applicable Fee Letter. Such fees shall be fully earned when paid and shall not be refundable
for any reason whatsoever.


 


2.09         Computation
of Interest and Fees. All computations of interest for Base Rate Loans when the Base Rate is determined by Bank of America’s
“prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.
All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed. Interest shall
accrue on each Loan for the day on which such Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day
on which such Loan or such portion is paid. Each determination by the Agent of an interest rate or fee hereunder shall be conclusive
and binding for all purposes, absent manifest error.


 


2.10         Evidence
of Debt. 


 


The Loans made by each
Lender shall be evidenced by one or more accounts or records maintained by the Agent (the “Loan Account”) in
the ordinary course of business. In addition, each Lender may record in such Lender’s internal records, an appropriate notation
evidencing the date and amount of each Loan from such Lender, each payment and prepayment of principal of any such Loan, and each
payment of interest, fees and other amounts due in connection with the Obligations due to such Lender. The accounts or records
maintained by the Agent and each Lender shall be conclusive absent manifest error of the amount of the Loans made by the Lenders
to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit
or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event
of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Agent in respect
of such matters, the accounts and records of the Agent shall control in the absence of manifest error. Upon the request of any
Lender made through the Agent, the Borrower shall execute and deliver to such Lender (through the Agent) a Note, which shall evidence
such Lender’s Loan in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon
the date, Type (if applicable), amount and maturity of its Loan and payments with respect thereto. Upon receipt of an affidavit
of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the
Borrower will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise
of like tenor.


 






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2.11         Payments
Generally; Agent’s Clawback.


 


(a)          General.
All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment
or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Agent, for
the account of the respective Lenders to which such payment is owed, at the Agent’s Office in Dollars and in immediately
available funds not later than 2:00 p.m. on the date specified herein. The Agent will promptly distribute to each Lender its Applicable
Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s
Lending Office. All payments received by the Agent after 2:00 p.m. shall, at the option of the Agent, be deemed received on the
next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower
shall come due on a day other than a Business Day, payment shall be made on the next following Business Day (other than with respect
to payment of a LIBOR Rate Loan), and such extension of time shall be reflected in computing interest or fees, as the case may
be.


 


(b)          [Reserved].


 


(c)          Payments
by Borrower; Presumptions by Agent. Unless the Agent shall have received notice from the Borrower prior to the time at which
any payment is due to the Agent for the account of any of the Lenders hereunder that the Borrower will not make such payment, the
Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders
severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds
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 Agent, at the Federal Funds Rate.


 


(d)          [Reserved].


 


(e)          Obligations
of Lenders Several. The obligations of the Lenders hereunder to make a Loan and to make payments hereunder are several and
not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment hereunder on any date
required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall
be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment hereunder.


 






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(f)          Funding
Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner
or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place
or manner.


 


2.12         Sharing
of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment
in respect of any principal of, interest on, or other amounts with respect to, the Loans resulting in such Lender’s receiving
payment of a proportion of the aggregate amount of the Loans greater than its pro rata share thereof as provided
herein (including as in contravention of the priorities of payment set forth in Section 8.03), then the Lender receiving
such greater proportion shall (a) notify the Agent of such fact, and (b) purchase (for cash at face value) participations in the
Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall
be shared by the Lenders ratably and in the priorities set forth in Section 8.03, provided that:


 


(i)          if
any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered,
such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without
interest; and


 


(ii)         the
provisions of this Section shall not be construed to apply to (x) any payment made by the Loan Parties pursuant to and in accordance
with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale
of a participation in any of its Loans to any Eligible Assignee or Participant, other than to the Borrower or any Subsidiary thereof
(as to which the provisions of this Section shall apply).


 


Each Loan Party consents to the foregoing
and agrees, to the extent it may effectively do so under Law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully
as if such Lender were a direct creditor of such Loan Party in the amount of such participation.


 


2.13         [Reserved].


 


2.14         Incremental
Facility.


 


(a)          Request
for Increase. Provided no Default or Event of Default then exists or would arise therefrom, upon notice to the Agent and the
Arranger (which shall promptly notify the Lenders), and upon satisfaction of the conditions set forth herein (including Section
2.14(e)), the Borrower may from time to time, request increases in the Loans or additional term loan facilities (each, an “Incremental
Term Loan Facility” and the term loans thereunder, “Incremental Term Loans”); provided that
(i) any such request for an increase shall be in minimum increments of $5,000,000 and (ii) no commitment of any Lender shall be
increased without the consent of such Lender. At the time of sending such notice, the Borrower (in consultation with the Agent
and the Arranger) shall specify the time period within which each Lender is requested to respond (which shall in no event be less
than ten (10) Business Days from the date of delivery of such notice to the Lenders).


 


(b)          Lender
Elections to Increase. Each Lender shall notify the Agent within the time period specified in the Borrower’s notice as
provided in Section 2.14(a) whether or not it agrees to increase its outstanding portion of the Loans, as applicable, and,
if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender
not responding within such time period shall be deemed to have declined to increase its outstanding portion of the Loans.


 






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(c)          Notification
by Agent; Additional Lenders. On the last day of the time period specified in the Borrower’s notice as provided in Section
2.14(a), the Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder.
To achieve the full amount of a requested increase and subject to the approval of the GSO Entities, to the extent that the existing
Lenders decline to increase their respective outstanding portion of the Loans, as applicable, or decline to increase their respective
outstanding portion of the Loans to the amount requested by the Borrower, the Agent and the Arranger, in consultation with the
Borrower, may use their commercially reasonable efforts to arrange for other Eligible Assignees to become a Lender hereunder (each
such Lender, an “Additional Commitment Lender”) and to issue commitments in an amount equal to the amount of
the increase in the Loans requested by the Borrower and not accepted by the existing Lenders (and the Borrower may also invite
additional Eligible Assignees to become Lenders), provided, however, that without the consent of the Agent and the Arranger,
at no time shall the commitment of any Additional Commitment Lender be less than $5,000,000.


 


(d)          Effective
Date and Allocations. If the Loans are increased in accordance with this Section 2.14, the Agent and the Arranger, in
consultation with the Borrower, shall determine the effective date (the “Increase Effective Date”) and the final
allocations in respect of such increase. The Agent shall promptly notify the Borrower and the Lenders of the final allocations
in respect of such increase and the Increase Effective Date and on the Increase Effective Date (i) the Loans under, and for all
purposes of, this Agreement shall be increased by the aggregate amount of such increase, and (ii) Schedules 2.01(a) and
(b) shall be deemed supplemented or modified, without further action, to reflect the revised Aggregate Commitments and Applicable
Percentages of the Lenders.


 


(e)          Conditions
to Effectiveness of Increase. No Incremental Term Loan Facility shall become effective under this Section 2.14 unless
each of the following conditions are satisfied:


 


(i)          no
Default or Event of Default shall exist or would be resulted therefrom, before and after giving pro forma effect to such Incremental
Term Loan Facility and the use of proceeds thereof; provided that, to the extent the proceeds of such Incremental Term Loan
Facility will be used to finance a Limited Condition Acquisition, upon the Borrower’s request, the lenders providing such
Incremental Term Loan Facility may agree to a “funds certain provision” that does not impose as a condition to funding
thereof that no Default or Event of Default (other than a Default or Event of Default under Section 8.01(a) or 8.01(f)
or 8.01(g) none of which shall exist at the time of execution of the acquisition agreement for, or the date of consummation
of such Limited Condition Acquisition) exist at the time such Limited Condition Acquisition is consummated, in which case the
condition in this clause (i) (subject to the exception in the parentheticals above) shall be required to be satisfied on the date
the acquisition agreement for such Limited Condition Acquisition (a “Limited Condition Acquisition Agreement”)
is executed and effective;


 


(ii)         after
giving pro forma effect to such Incremental Term Loan Facility and the use of proceeds thereof and the consummation of any related
Pro Forma Transaction, as of the last day of the most recently ended Fiscal Quarter for which financial statements are required
to have been delivered hereunder by the Borrower, the Consolidated Total Leverage Ratio shall be less than 6.00:1.00; provided
that to the extent the proceeds of such Incremental Term Loan Facility will be used to finance a Limited Condition Acquisition,
upon the Borrower’s written election to the Agent, the foregoing leverage ratio shall be tested as of the date on which the
applicable Limited Condition Acquisition Agreement is executed and effective;


 






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(iii)        the
final maturity date of any Incremental Term Loan that is a separate tranche from the existing Loans shall be no earlier than the
maturity date of the Initial Term Loan, and the Weighted Average Life to Maturity of any Incremental Term Loan shall not be shorter
than the Weighted Average Life to Maturity of the Initial Term Loan.


 


(iv)        if
the initial all-in yield (including interest rate margins, any interest rate floors, original issue discount and upfront fees (based
on the lesser of a four-year average life to maturity or the remaining life to maturity), but excluding arrangement, structuring
and underwriting fees with respect to such Incremental Term Loan paid or payable to the GSO Entities) applicable to any Incremental
Term Loan incurred on or prior to the date that is eighteen (18) months after the Effective Date exceeds by more than 0.75% per
annum the corresponding all-in yield (determined on the same basis) applicable to the Initial Term Loan or any outstanding prior
Incremental Term Loan (each, an “Existing Facility” and the amount of such excess above 0.75% being referred
to herein as the “Yield Differential”), then the Applicable Margin with respect to each Existing Facility, as
the case may be, shall automatically be increased by the Yield Differential, effective upon the making of such Incremental Term
Loan (it being agreed that to the extent the all-in-yield with respect to such Incremental Term Loan is greater than the all-in-yield
of an Existing Facility solely as a result of a higher LIBOR floor, then the increased interest rate applicable to an Existing
Facility shall be effected solely by increasing the LIBOR floor applicable thereto);


 


(v)         except
with respect to amortization, pricing and final maturity as set forth in clauses (iii) and (iv) above, any Incremental Term Loan
shall be on terms consistent with the Initial Term Loan, unless agreed to by the GSO Entities and the Borrower;


 


(vi)        the
Borrower shall deliver to the Agent a certificate of the Borrower dated as of the Increase Effective Date signed by a Responsible
Officer of the Borrower (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such
increase, and (B) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1) the representations
and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (without
duplication of any materiality qualifier contained therein) on and as of the Increase Effective Date, except to the extent that
such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material
respects (without duplication of any materiality qualifier contained therein) as of such earlier date, and except that for purposes
of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall
be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01;
provided, however, that if the proceeds of the Incremental Loan to be made on such Increase Effective Date are being used to finance
a Limited Condition Acquisition, to the extent the lenders providing such Incremental Loans agree to “funds certain provision”,
then, upon the Borrower’s election to that effect, such representations and warranties shall be required to be true and correct
(and certified accordingly) in all material respects (without duplication of any materiality qualifier contained therein) only
as of the date the applicable Limited Condition Acquisition Agreement is executed; and the representations and warranties agreed
upon pursuant to such “funds certain provision” shall be true and correct (and certified accordingly) in all material
respects (without duplication of any materiality qualifier contained therein) on the date of funding of such Incremental Loans;
and (2) subject to the proviso in clause (i) of this Section 2.14(e), no Default or Event of Default exists or would arise therefrom;


 






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(vii)       the
Borrower, the Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the applicable Loan Documents
in such form as the Agent and such Additional Commitment Lender shall reasonably request;


 


(viii)      the
Borrower shall have paid such fees and other compensation to the Additional Commitment Lenders and any other Lender committing
to such Incremental Facility, the Agent and/or the Arranger, as applicable, as the Borrower, such Additional Commitment Lenders
and such other Lenders, the Agent and/or the Arranger may agree;


 


(ix)         if
requested by the Agent and Arranger, the Borrower shall deliver an opinion or opinions, in form and substance reasonably satisfactory
to the Agent and Arranger, from counsel to the Borrower and dated such date; and


 


(x)          the
Borrower and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Agent
and Arranger may reasonably have requested.


 


(f)          Conflicting
Provisions. This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.


 


ARTICLE III


TAXES, YIELD PROTECTION
AND ILLEGALITY


 


3.01         Taxes.



 


(a)          Payments
Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.


 


(i)          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 Laws. If any applicable Laws (as determined in good faith by the Agent
or an applicable Loan Party) require the deduction or withholding of any Tax from any such payment by the Agent or a Loan Party
(as applicable), then the Agent or such Loan Party (as applicable) shall be entitled to make such deduction or withholding, upon
the basis of the information and documentation to be delivered pursuant to subsection (e) below.


 


(ii)         If
any Loan Party or the Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes
from any payment, then (A) such Loan Party or the Agent, as required by such Laws, shall withhold or make such deductions as are
determined by it to be required based upon the information and documentation it has received pursuant to subsection (e)
below, (B) such Loan Party or the Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted
to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is
made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after
any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under
this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding
or deduction been made.


 






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(b)          Payment
of Other Taxes by the Borrower. Without limiting the provisions of subsection (a) above, the Borrower shall timely pay to the
relevant Governmental Authority in accordance with applicable Law, or at the option of the applicable Lender timely reimburse it
for the payment of, any Other Taxes.


 


(c)          Tax
Indemnifications.


 


(i)          The
Loan Parties shall, and each Loan Party does hereby, jointly and severally indemnify each Recipient, and shall make payment in
respect thereof within 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 3.01) 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 the Borrower by a Lender (with a copy to the Agent), or
by the Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.


 


(ii)         Each
Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor,
(x) the Agent against any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already
indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (y) the Agent
and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions
of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Agent and the Loan Parties, as applicable,
against any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent or a Loan Party 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 Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the
Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document
against any amount due to the Agent under this clause (ii).


 


(d)          Evidence
of Payments. Upon request by the Borrower or the Agent, as the case may be, after any payment of Taxes by the Borrower or by
the Agent to a Governmental Authority as provided in this Section 3.01, the Borrower shall deliver to the Agent or the Agent
shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably
satisfactory to the Borrower or the Agent, as the case may be.


 






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(e)          Status
of Lenders; Tax Documentation.


 


(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 and the Agent, at the time or times reasonably requested by the Borrower or the Agent, such properly
completed and executed documentation reasonably requested by the Borrower or the 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 or the
Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower or the Agent
as will enable the Borrower or the 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 3.01(e)(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.


 


(ii)         Without
limiting the generality of the foregoing,


 


(A)         any
Lender that is a U.S. Person shall deliver to the Borrower and the 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 or the 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 and the 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 or the Agent), whichever of the following is applicable:


 


(I)         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 IRS Form W-8BEN-E, as applicable, establishing
an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty
and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or
“other income” article of such tax treaty;


 


(II)        executed
originals of IRS Form W-8ECI;


 






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(III)       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 the 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 IRS Form W-8BEN-E,
as applicable; or


 


(IV)        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 IRS Form W-8BEN-E, as applicable, 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 and the 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 or the 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 Borrower or the 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 withholding Tax imposed pursuant to or in connection with
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 and the Agent at the time or times prescribed
by applicable Law and at such time or times reasonably requested by the Borrower or the 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 or the Agent as may be necessary for the Borrower and the 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.


 






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(iii)        Each
Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes
obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Agent
in writing of its legal inability to do so.


 


(f)          Treatment
of Certain Refunds. Unless required by applicable Laws, at no time shall the Agent have any obligation to file for or otherwise
pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds
paid for the account of such Lender. If any Recipient 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 by any Loan Party or with respect to which any Loan Party has paid additional
amounts pursuant to this Section 3.01, it shall pay to the Loan Party an amount equal to such refund (but only to the extent
of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 3.01 with respect to the Taxes
giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest
(other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Loan Party,
upon the request of the Recipient, agrees to repay the amount paid over to the Loan Party (plus any penalties, interest or other
charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund
to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient
be required to pay any amount to the Loan Party pursuant to this subsection the payment of which would place the Recipient in a
less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise
to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with
respect to such Tax had never been paid. This subsection shall not be construed to require any Recipient to make available its
tax returns (or any other information relating to its taxes that it deems confidential) to any Loan Party or any other Person.


 


(g)          Survival.
Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Agent or any
assignment of rights by, or the replacement of, a Lender, and the repayment, satisfaction or discharge of all of the Obligations.


 


3.02         Illegality.
If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund LIBOR Rate Loans, or to determine or charge interest
rates based upon the LIBOR Rate, 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 through the Agent, (i) any obligation of such Lender to make or continue LIBOR Rate Loans or to convert Base Rate
Loans to LIBOR Rate Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining
Base Rate Loans the interest rate on which is determined by reference to the LIBOR Rate component of the Base Rate, the interest
rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Agent without
reference to the LIBOR Rate component of the Base Rate, in each case, until such Lender notifies the Agent and the Borrower that
the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon
demand from such Lender (with a copy to the Agent) together with documentation reasonably supporting such request, prepay or,
if applicable, convert all LIBOR Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such
Lender shall, if necessary to avoid such illegality, be determined by the Agent without reference to the LIBOR Rate component
of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such
LIBOR Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBOR Rate Loans and (y)
if such notice asserts the illegality of such Lender determining or charging interest rates based upon the LIBOR Rate, the Agent
shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the LIBOR Rate
component thereof until the Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine
or charge interest rates based upon the LIBOR Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued
interest on the amount so prepaid or converted.


 






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3.03         Inability
to Determine Rates. If the Required Lenders determine that for any reason in connection with any request for a LIBOR Rate
Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank
market for the applicable amount and Interest Period of such LIBOR Rate Loan, (b) adequate and reasonable means do not exist
for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan , or (c) the
LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect
the cost to such Lenders of funding such Loan, the Agent will promptly so notify the Borrower and each Lender. Thereafter, (x)
the obligation of the Lenders to make or maintain LIBOR Rate Loans shall be suspended, and (y) in the event of a determination
described in the preceding sentence with respect to the LIBOR Rate component of the Base Rate, the utilization of the LIBOR Rate
component in determining the Base Rate shall be suspended, in each case until the Agent (upon the instruction of the Required
Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a conversion to or
continuation of LIBOR Rate Loans or, failing that, will be deemed to have converted such request into a request Base Rate Loans
in the amount specified therein.


 


3.04         Increased
Costs; Reserves on LIBOR Rate Loans. 


 


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


 


(i)          impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected
in the LIBOR Rate);


 


(ii)         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; or


 


(iii)        impose
on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or
LIBOR Rate Loans made by such Lender;


 


and the result of any of the foregoing
shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any LIBOR Rate Loan (or of maintaining
its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether
of principal, interest or any other amount) then, upon request of such Lender, together with documentation reasonably supporting
such request, the Loan Parties will pay to such Lender such additional amount or amounts as will compensate such Lender for such
additional costs incurred or reduction suffered.


 






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(b)          Capital
Requirements. If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or
such Lender’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of
return on such Lender’s capital or on the capital or liquidity of such Lender’s holding company, if any, as a consequence
of this Agreement, or the Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company
could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such
Lender’s holding company with respect to capital adequacy), then upon request from time to time from such Lender together
with documentation reasonably supporting such request, the Loan Parties will pay to such Lender such additional amount or amounts
as will compensate such Lender or such Lender’s holding company for any such reduction suffered.


 


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


 


(d)          Delay
in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this
Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Loan Parties
shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred
or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving
rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if
the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above
shall be extended to include the period of retroactive effect thereof).


 


(e)          Reserves
on LIBOR Rate Loans. The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with
respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency
liabilities”), additional interest on the unpaid principal amount of each LIBOR Rate Loan equal to the actual costs of such
reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive),
which shall be due and payable on each date on which interest is payable on such Loan, provided that the Borrower shall
have received at least 10 days’ prior notice (with a copy to the Agent) of such additional interest from such Lender. If
a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable
10 days from receipt of such notice.


 


(f)          Notwithstanding
anything to the contrary contained in this Section 3.04, no Lender shall demand compensation for any increased costs pursuant
to this Section 3.04 if it shall not be the general policy or practice of such Lender to demand such compensation in similar
circumstances and unless such demand is generally consistent with such Lender’s treatment of comparable borrowers of such
Lender in the United States with similarly affected loans.


 


3.05         Compensation
for Losses. Upon demand of any Lender (with a copy to the Agent) from time to time, which demand shall set forth in reasonable
detail the basis for such demand for compensation, the Borrower shall promptly compensate such Lender for and hold such Lender
harmless from any loss, cost or expense incurred by it as a result of:


 






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(a)          any
continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the
Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);


 


(b)          any
failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert
any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or


 


(c)          any
assignment of a LIBOR Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the
Borrower pursuant to Section 10.13;


 


excluding any loss of anticipated profits
from the failure to collect the then Applicable Margin, but including any loss or expense arising from the liquidation or reemployment
of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.
The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.


 


For purposes of calculating amounts payable
by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each LIBOR Rate Loan
made by it at the LIBOR Rate for such Loan by a matching deposit or other borrowing in the London interbank market for a comparable
amount and for a comparable period, whether or not such LIBOR Rate Loan was in fact so funded.


 


3.06         Mitigation
Obligations; Replacement of Lenders. 


 


(a)          Designation
of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to
pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01,
or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different
Lending Office for funding or booking its Loan hereunder or to assign its rights and obligations hereunder to another of its offices,
branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 3.01 or Section 3.04, as the case may be, in the future, or eliminate the need for the
notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed
cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs
and expenses incurred by any Lender in connection with any such designation or assignment.


 


(b)          Replacement
of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 and, in each case,
such Lender has declined or is unable to designate a different Lending Office in accordance with Section 3.06(a), the Borrower
may replace such Lender in accordance with Section 10.13.


 


3.07         Survival.
All of the Borrower’s obligations under this Article III shall survive repayment of all Obligations hereunder
and resignation of the Agent.


 


ARTICLE IV


CONDITIONS PRECEDENT
TO LOANS


 


4.01         Conditions
of Initial Loans. The obligation of each Lender to make its portion of the Loans on the Effective
Date is subject to satisfaction of the following conditions precedent:


 






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(a)          The
GSO Entities’ and the Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic
image scan transmission (e.g., “pdf” or “tif “ via e-mail) unless otherwise specified, each dated the Effective
Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and
substance reasonably satisfactory to the GSO Entities:


 


(i)          counterparts
of this Agreement each properly executed by a Responsible Officer of the signing Loan Party and the Lenders;


 


(ii)         a
Note executed by the Borrower in favor of each Lender requesting a Note;


 


(iii)        such
certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each
Loan Party as the GSO Entities may reasonably require evidencing (A) the authority of each Loan Party to enter into this Agreement
and the other Loan Documents to which such Loan Party is a party or is to become a party pursuant to the terms of this Agreement
and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in
connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to become a party pursuant
to the terms of this Agreement;


 


(iv)        copies
of each Loan Party’s Organization Documents and such other documents and certifications as the GSO Entities may reasonably
require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing
in its jurisdiction of organization or formation;


 


(v)         an
opinion of Gibson Dunn & Crutcher LLP, counsel to the Loan Parties, addressed to the Agent and each Lender, as to such customary
matters concerning the Loan Parties and the Loan Documents as the GSO Entities may reasonably request;


 


(vi)        (A)
a certificate of a Responsible Officer of the Borrower certifying that the conditions specified in clauses (e), (f), (g) and (i)
of this Article IV have been satisfied and (B) a certificate of a Responsible Officer of the Borrower certifying to the Solvency
of Sequential and its Subsidiaries on a consolidated basis as of the Effective Date after giving effect to the transactions contemplated
hereby;


 


(vii)       the
other Loan Documents, each duly executed by the applicable Loan Parties;


 


(viii)      results
of searches or other evidence reasonably satisfactory to the GSO Entities (in each case requested by the GSO Entities at least
30 days prior to the Effective Date and dated as of a date reasonably satisfactory to the GSO Entities) indicating the absence
of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and Liens for which termination statements satisfactory
to the GSO Entities are being tendered substantially concurrently with such extension of credit or other arrangements satisfactory
to the GSO Entities for the delivery of such termination statements have been made; and


 






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(ix)         all
documents and instruments, including Uniform Commercial Code financing statements, filings with the United States Patent and Trademark
Office and the United States Copyright Office, and certificates evidencing any stock being pledged thereunder, together with undated
stock powers executed in blank, each duly executed by the applicable Loan Parties, in each case required by Law or reasonably requested
by the GSO Entities to be filed, registered, recorded or delivered to create or perfect the first priority Liens intended to be
created under the Loan Documents and all such documents and instruments shall have been so filed, registered, recorded or delivered
to the satisfaction of the GSO Entities (and all filing and recording fees and taxes in connection therewith shall have been duly
paid); provided that to the extent any security interest in the Collateral is not granted or perfected on the Effective
Date after the Loan Parties’ commercially reasonable efforts to do so without undue burden or expense (other than (x) grants
with respect to the Collateral subject to the UCC and the delivery of UCC financing statements and (y) the delivery of stock certificates
and stock powers pursuant to this clause (x) (provided that, the stock certificates of any Subsidiary of MSLO acquired pursuant
to the MSLO Acquisition Agreement will only be required to be delivered on the Effective Date to the extent received from the seller
thereunder, so long as SQBG has used commercially reasonably efforts to obtain such certificates by the Effective Date; provided
further that, the obligation to deliver such certificates shall be deemed to have been satisfied to the extent such certificates
are delivered to, or are in the possession of, the BoA Agent if and only to the extent the BoA Agent holds such certificates for
the benefit of the Agent and the Lenders subject to the Intercreditor Agreement)), the grant or perfection of such security interest
shall not constitute a condition precedent to the availability of any Loan on the Effective Date but instead be granted or perfected,
as the case may be, within 30 days after the Effective Date (or such longer period as GSO Entities may agree in their sole discretion).


 


(b)          All
accrued fees and expenses of the Agent and the Arranger (including the reasonable and documented fees and expenses of counsel (including
any local counsel) for the Agent and the Arranger) due and payable on or prior to the Effective Date, and in the case of expenses,
to the extent invoiced at least one (1) Business Day prior to the Effective Date shall have been paid.


 


(c)          The
Lenders shall have received and be reasonably satisfied with an updated appraisal with respect to the Intellectual Property of
the Loan Parties, DVS and With You.


 


(d)          The
Agent and the Lenders shall have received duly executed copies of the BoA Credit Agreement (as amended on the Effective Date) and
the Intercreditor Agreement, each in form and substance reasonably satisfactory to the GSO Entities.


 


(e)          Since
December 31, 2014, there shall not have been any event or effect that has had or would be reasonably expected to have, individually
or in the aggregate, a Material Adverse Effect with respect to the Borrower and its Subsidiaries (other than With You).


 


(f)          Each
of the Acquisition Representations and the Specified Representations shall be true and correct in all material respects, except
that any Acquisition Representations or Specified Representations subject to “materiality”, “Material Adverse
Effect” or similar materiality qualifiers shall be true and correct in all respects.


 


(g)          Since
the date of the MSLO Acquisition Agreement, no change, state of facts, circumstance, occurrence, development, event or effect that,
individually or in the aggregate, has had or would reasonably be expected to have a “MSLO Material Adverse Effect”
(as defined in the MSLO Acquisition Agreement, without giving effect to any amendment or modification of such definition after
the date of the MSLO Acquisition Agreement unless approved by the GSO Entities in their reasonable discretion) shall have occurred.


 






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(h)          The
Borrower shall have delivered to the Agent an initial notice of borrowing.


 


(i)          Prior
to or contemporaneously with the funding of the Loans on the Effective Date, the Borrower shall consummate the MSLO Acquisition
substantially in accordance with the terms and conditions set forth in the MSLO Acquisition Agreement, without any amendment, modification
or waiver of any of the terms or conditions thereof that would be materially adverse to the Agent and the Lenders without the consent
of the GSO Entities (such consent not to be unreasonably withheld, delayed or conditioned).


 


(j)          The
Agent and the Lenders shall have received and the Lenders shall be satisfied with the substance of interim financial statements
of MSLO and its Subsidiaries dated the end of the most recent Fiscal Quarter ended at least forty-five (45) days prior to the Effective
Date for which such financial statements are available.


 


(k)          The
GSO Entities, the Agent and the Lenders shall have received at least five (5) Business Days prior to the Effective Date all documentation
and other information reasonably requested in writing by the GSO Entities at least ten (10) Business Days prior to the Effective
Date as being required by regulatory authorities under applicable “know your customer” and anti-money laundering rules
and regulations, including without limitation the USA PATRIOT Act.


 


ARTICLE V


REPRESENTATIONS AND
WARRANTIES


 


To induce the Credit
Parties to enter into this Agreement and to make Loans hereunder, each Loan Party represents and warrants to the Agent and the
other Credit Parties that (it being understood and agreed that only the Specified Representations shall be made on the Effective
Date):


 


5.01         Existence,
Qualification and Power. Each Loan Party and each of their Subsidiaries (a) is a corporation, limited liability company, partnership
or limited partnership, duly incorporated, organized or formed, validly existing and, where applicable, in good standing under
the Laws of the jurisdiction of its incorporation, organization or formation, (b) has all requisite power and authority and all
requisite governmental licenses, permits, authorizations, consents and approvals to (i) own or lease its assets and carry on its
business and (ii) other than with respect to Subsidiaries that are not Loan Parties, execute, deliver and perform its obligations
under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, where applicable, in good standing
under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires
such qualification or license; except in each case referred to in clause (c), to the extent that failure to do so could not reasonably
be expected to have a Material Adverse Effect. Schedule 5.01 annexed hereto sets forth, as of the Effective Date, each Loan Party’s
name as it appears in official filings in its state of incorporation or organization, its state of incorporation or organization,
organization type, organization number, if any, issued by its state of incorporation or organization, and its federal employer
identification number.


 


5.02         Authorization;
No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is
or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will
not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach,
termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract
or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any
of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which
such Person or its property is subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other
than Liens in favor of the Agent under the Security Documents); or (d) violate any applicable Law, except in the case of clauses
(b)(ii) and (d), to the extent that such conflict or violation would not reasonably be expected to result in a Material Adverse
Effect.


 






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5.03         Governmental
Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing
with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance
by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, except for (a) the perfection or maintenance
of the Liens created under the Security Documents (including the first priority nature thereof subject to the Intercreditor Agreement)
or (b) such as have been obtained or made and are in full force and effect.


 


5.04         Binding
Effect. This Agreement has been, and each other Loan Document, when delivered, will have been, duly executed and delivered
by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute,
a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance
with its terms, subject to (i) 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, and (ii) the need for filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties
in favor of the Credit Parties.


 


5.05         Financial
Statements; No Material Adverse Effect. 


 


(a)          The
Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as
of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all Material Indebtedness and
other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for
taxes, material commitments and Indebtedness.


 


(b)          The
unaudited Consolidated balance sheet of the Borrower and its Subsidiaries dated September 30, 2015, and the related Consolidated
statements of income or operations, Shareholders’ Equity and cash flows for the Fiscal Quarter ended on that date (i) were
prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted
therein, and (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their
results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes
and to normal year-end audit adjustments.


 


(c)          Since
the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate,
that has had or could reasonably be expected to have a Material Adverse Effect.


 


(d)          To
the best knowledge of the Borrower, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements
that has resulted in or could reasonably be expected to result in a misstatement in any material respect, (i) in any financial
information delivered or to be delivered to the Agent or the Lenders, (ii) of covenant compliance calculations provided hereunder
or (iv) of the assets, liabilities, financial condition or results of operations of the Borrower and its Subsidiaries on a Consolidated
basis.


 






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(e)          The
Consolidated forecasted balance sheet and statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant
to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable
in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Loan
Parties’ best estimate of its future financial performance, it being recognized by the Lenders that projections as to future
events are not to be viewed as facts and that actual results during the period or periods covered by the projections may differ
from the projected results included in such projections.


 


5.06         Litigation.
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties after due and diligent
investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against
any Loan Party or any of its Subsidiaries or against any of its properties or revenues that (a) purport to affect or pertain to
this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) either individually or in the
aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect.


 


5.07         No
Default. No Loan Party or any Subsidiary is in default under or with respect to,
any Material Contract or any Material Indebtedness. As of the Effective Date, no Default or Event of Default has occurred and
is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.


 


5.08         Ownership
of Property; Liens.


 


(a)          Each
of the Loan Parties has good marketable title in fee simple to or valid leasehold interests or use rights in, all Real Estate necessary
in the ordinary conduct of its business, except for (i) Permitted Encumbrances, and (ii) such defects in, or failures to have,
title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Loan
Parties and each of their Subsidiaries has good and marketable title to, or valid licenses to use, all personal property and assets
material to the ordinary conduct of its business except for such defects in, or failures to have, title as could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(b)          Schedule
5.08(b)(1) sets forth the address (including street address, county and state) of all Real Estate (excluding Leases, easements,
rights of way and similar rights) that is owned by the Loan Parties, together with a list of the holders of any mortgage or other
Lien thereon as of the Effective Date. Schedule 5.08(b)(2) sets forth the address (including street address, county and state)
of all material Leases of the Loan Parties, together with the name of each lessor and its contact information with respect to each
such Lease as of the Effective Date. Each of such Leases is in full force and effect and the Loan Parties are not in default of
any material term thereof.


 


5.09         Environmental
Compliance.


 


(a)          No
Loan Party (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other
approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice
of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability, except, in
each case (i) to (iv), as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 






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(b)          Except
as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) none of the properties
currently owned or operated by any Loan Party is listed or, to the knowledge of the Loan Parties proposed for listing, on the NPL
or on the CERCLIS; (ii) to the knowledge of the Loan Parties, there are no underground or above-ground storage tanks or any surface
impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being treated, stored or disposed on any property
currently owned or operated by any Loan Party; (iii) there is no asbestos or asbestos-containing material on any property currently
owned or operated by any Loan Party; and (iv) Hazardous Materials have not been released, discharged or disposed of on any property
currently owned or operated by any Loan Party in violation of any Environmental Law.


 


(c)          No
Loan Party is undertaking, either individually or together with other potentially responsible parties, any investigation or assessment
or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any
site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any
Environmental Law, except, in each case, as could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect; and to the knowledge of the Loan Parties, all Hazardous Materials generated, used, treated, handled or stored at,
or transported to or from, any property currently owned or operated by any Loan Party have been disposed of in a manner not reasonably
expected to have a Material Adverse Effect.


 


5.10         Insurance.
The properties of the Loan Parties are insured with financially sound and reputable insurance companies which are not Affiliates
of the Loan Parties, in such, with such deductibles and covering such risks (including, without limitation, workmen’s compensation,
public liability, business interruption, property damage and directors and officers liability insurance) as are customarily carried
by companies engaged in similar businesses and owning similar properties in localities where the Loan Parties operates. Schedule
5.10 sets forth a description of all insurance maintained by or on behalf of the Loan Parties as of the Effective Date. As of
the Effective Date, each insurance policy listed on Schedule 5.10 is in full force and effect and all premiums in respect thereof
that are due and payable have been paid.


 


5.11         Taxes.
The Loan Parties and each of their Subsidiaries (a) have filed all United States federal and other material tax returns and reports
required to be filed, and (b) have paid all United States federal, state and other material taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those
(i) which are being contested in good faith by appropriate proceedings being diligently conducted, for which adequate reserves
have been provided in accordance with GAAP or (ii) as could not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect. There is no proposed tax assessment against any Loan Party that would, if made, have a Material Adverse
Effect. No Loan Party or any Subsidiary thereof is a party to any tax sharing agreement.


 


5.12         ERISA
Compliance.


 


(a)          Each
Pension Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other U.S. federal
or state Laws, except where any failure could not reasonably be expected to have a Material Adverse Effect. Each Pension Plan that
is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the Internal
Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto
has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an
application for such a letter is currently being processed by the Internal Revenue Service. To the knowledge of the Borrower, nothing
has occurred that would prevent or cause the loss of such tax-qualified status.


 






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(b)          There
are no pending or, to the knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no non-exempt prohibited
transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be
expected to result in a Material Adverse Effect.


 


(c)          (i)
No ERISA Event has occurred, and neither the Borrower nor any ERISA Affiliate is aware of any fact, event or circumstance that
could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) the Borrower and
each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no
waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) neither the Borrower
nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium
payments which have become due that are unpaid; (iv) neither the Borrower nor any ERISA Affiliate has engaged in a transaction
that could be subject to Section 4069 or Section 4212(c) of ERISA; and (v) no Pension Plan has been terminated by the plan administrator
thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC
to institute proceedings under Title IV of ERISA to terminate any Pension Plan, except, in each of clauses (i) through (v), as
could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


5.13         Subsidiaries;
Equity Interests. As of the Effective Date, the Loan Parties have no Subsidiaries other than those specifically disclosed
in Part (a) of Schedule 5.13, which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized
Equity Interests of each such Subsidiary. All of the outstanding Equity Interests in such Subsidiaries have been validly issued,
are fully paid and non-assessable and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and
clear of all Liens except for those Liens created under the Security Documents, Liens permitted by clause (o) of the definition
of Permitted Encumbrances and Permitted Encumbrances having priority over the Lien of the Credit Parties under applicable Laws.
Except as set forth in Schedule 5.13, there are no outstanding rights to purchase any Equity Interests in any Subsidiary. As of
the Effective Date, the Loan Parties have no equity investments in any other corporation or entity other than those specifically
disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Loan Parties have been validly issued,
and are fully paid and non-assessable and are owned in the amounts specified on Part (c) of Schedule 5.13 free and clear of all
Liens except for those Liens created under the Security Documents and Permitted Encumbrances having priority over the Liens of
the Credit Parties under applicable Laws. The copies of the Organization Documents of each Loan Party and each amendment thereto
provided pursuant to Section 4.01 are true and correct copies of each such document, each of which is valid and in full force
and effect.


 


5.14         Margin
Regulations; Investment Company Act. 


 


(a)          No
Loan Party is engaged or will be engaged, 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 FRB), or extending credit for the purpose of purchasing or carrying
margin stock. None of the proceeds of the Loan shall be used directly or indirectly for the purpose of purchasing or carrying any
margin stock, for the purpose of reducing or retiring any Indebtedness that was originally incurred to purchase or carry any margin
stock or for any other purpose that might cause any of the Loan to be considered a “purpose credit” within the meaning
of Regulations T, U, or X issued by the FRB.


 


(b)          None
of the Loan Parties, any Person Controlling any Loan Party, or any Subsidiary is or is required to be registered as an “investment
company” under the Investment Company Act of 1940.


 






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5.15         Disclosure.
Each Loan Party and each of their Subsidiaries has disclosed to the Agent and the Lenders all agreements, instruments and corporate
or other restrictions to which it is subject, and all other matters known to it, that, in each case, individually or in the aggregate,
could reasonably be expected to result in a Material Adverse Effect. As of the Effective Date, no report, financial statement,
certificate or other information relating to the Borrower or any of its Subsidiaries (other than any information of a general
economic or industry specific nature and third party consultants reports) furnished by or on behalf of any Loan Party to the Agent
or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder
or under any other Loan Document (in each case, as modified or supplemented by other information so furnished prior to the execution
hereof or thereof) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary
to make the statements therein, in the light of the circumstances under which they were made, after giving effect to any supplements
thereto, not materially 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.


 


5.16         Compliance
with Laws. Each of the Loan Parties and each of their Subsidiaries is in compliance in all material respects with the requirements
of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in
which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings
diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect.


 


5.17         Intellectual
Property; Licenses, Etc.. The Loan Parties and each of their Subsidiaries own, or are licensed to use, all Material Intellectual
Property, and the use thereof by the Loan Parties or their Subsidiaries does not infringe upon the rights of any other Person.
All items of Material Intellectual Property as of the Effective Date are: (a) subsisting and have not been adjudged invalid or
unenforceable, in whole or part; and (b) to the knowledge of the Loan Parties, valid, in full force and effect and not in known
conflict with the rights of any Person. The Loan Parties have made all filings and recordations necessary in the exercise of reasonable
and prudent business judgment to protect their interests in the Material Intellectual Property in the United States Patent and
Trademark Office, and the United States Copyright Office, as appropriate, including, the performance of all acts and the payment
of all required fees and taxes to maintain each and every item of Material Intellectual Property in full force and effect. As
of the Effective Date, no litigation is pending or, to the knowledge of any Loan Party, threatened which contains allegations
respecting the validity, enforceability, infringement or ownership of any of the Material Intellectual Property. No Loan Party
is in breach of or default under the provisions of any of the Material Licenses, nor is there any event, fact, condition or circumstance
which, with notice or passage of time or both, would constitute or result in a conflict, breach, default or event of default under,
any of the foregoing which reasonably could be expected to result in, either individually or in the aggregate, a Material Adverse
Effect.


 


5.18         Reserved.


 


5.19         Security
Documents. The Security Agreement creates in favor of the Agent, for the benefit of the Credit Parties, a valid and enforceable
security interest in the Collateral (as defined in the Security Agreement), the enforceability of which is 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. The UCC financing statements and other
filings delivered by the Loan Parties on the Effective Date are in appropriate form for filing in the applicable offices. Upon
such filings and/or the obtaining of “control” (as such term is defined in the UCC) to the extent required by the
Loan Documents (and, in the case of Intellectual Property that is issued by, or registered or applied for in, the United States
Copyright Office and constituting Collateral, the filing and recordation of the Copyright Security Agreement with the United States
Copyright Office), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest
of the grantors thereunder in all Collateral that may be perfected in the United States by filing, recording or registering a
financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations
relating to such proceeds in the UCC) (it being understood that subsequent recordings in the United States Copyright Office may
be necessary to perfect a Lien on registered Copyrights acquired by the Loan Parties after the date hereof).


 






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5.20         Solvency.
After giving effect to the transactions contemplated by this Agreement, the Loan Parties, on a Consolidated basis, are Solvent.
No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan
Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder,
delay, or defraud either present or future creditors of any Loan Party.


 


5.21         Deposit
Accounts. Annexed hereto as Schedule 5.21 is a list of all Deposit Accounts maintained by the Loan Parties as of the Effective
Date, which Schedule includes, with respect to each Deposit Account (i) the name and address of the depository; (ii) the account
number(s) maintained with such depository; (iii) a contact person at such depository, and (iv) the identification of each Blocked
Account Bank.


 


5.22         Brokers.
No broker or finder brought about the obtaining, making or closing of the Loan or transactions contemplated by the Loan Documents,
and no Loan Party or Affiliate thereof has any obligation to any Person in respect of any finder’s or brokerage fees in
connection therewith.


 


5.23         Material
Contracts. Schedule 5.23 sets forth all Material Contracts (other than Material Licenses set forth on Schedule 5.17) to which
any Loan Party is a party or is bound as of the Effective Date. The Loan Parties have delivered true, correct and complete copies
of such Material Contracts to the Agent on or before the Effective Date. The Loan Parties are not in breach or in default in any
material respect of or under any Material Contract and have not received any notice of default under, or of the intention of any
other party thereto to terminate, any Material Contract.


 


5.24         OFAC.
Neither any Loan Party nor any of its Subsidiaries or Controlled Affiliates, nor, to the knowledge of the Borrower, any of the
respective directors, officers, brokers, employees or agents of such Loan Party, Subsidiary or Controlled Affiliate is a Sanctioned
Person. No part of the proceeds of the Loan hereunder will be used directly or indirectly to fund any operations in, finance any
investments or activities in or make any payments to a Sanctioned Person or a Sanctioned Country or for any payments to any governmental
official or employee, political party, official of a political party, candidate for political office, or anyone else acting in
an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in each case in violation
of the United States Foreign Corrupt Practices Act of 1977, as amended and in effect from time to time.


 


ARTICLE VI


AFFIRMATIVE COVENANTS


 


So long as any Loan or other Obligation
hereunder shall remain unpaid or unsatisfied (other than contingent indemnification claims for which a claim has not been asserted),
the Loan Parties shall and shall cause their Subsidiaries to:


 


6.01         Financial
Statements. Deliver to the Agent, in form and detail satisfactory to the GSO Entities:


 






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(a)          as
soon as available, but in any event within 90 days after the end of each Fiscal Year of the Borrower, a Consolidated balance sheet
of the Borrower and its Subsidiaries as at the end of such Fiscal Year, and the related consolidated statements of income or operations,
Shareholders’ Equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for
the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and
unqualified opinion of a Registered Public Accounting Firm of nationally recognized standing reasonably acceptable to the GSO Entities,
which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to
any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;


 


(b)          as
soon as available, but in any event within 45 days after the end of each Fiscal Quarters of each Fiscal Year of the Borrower, a
Consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such Fiscal Quarter, and the related consolidated
statements of income or operations, Shareholders’ Equity and cash flows for such Fiscal Quarter and for the portion of the
Borrower’s Fiscal Year then ended, setting forth in each case in comparative form the figures for (A) such period set forth
in the projections delivered pursuant to Section 6.01(d) hereof, (B) the corresponding Fiscal Quarter of the previous Fiscal
Year and (C) the corresponding portion of the previous Fiscal Year, all in reasonable detail, certified by a Responsible Officer
of the Borrower as fairly presenting the financial condition, results of operations, Shareholders’ Equity and cash flows
of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter in accordance with GAAP, subject only to normal year-end
audit adjustments and the absence of footnotes;


 


(c)          solely
to the extent prepared by the Borrower in the ordinary course of business, then as soon as available, a consolidated balance sheet
of the Borrower and its Subsidiaries as at the end of each Fiscal Month of each Fiscal Year of the Borrower, and the related consolidated
statements of income or operations, Shareholders’ Equity and cash flows for such Fiscal Month, certified by a Responsible
Officer of the Borrower as fairly presenting the financial condition, results of operations, Shareholders’ Equity and cash
flows of the Borrower and its Subsidiaries as of the end of such Fiscal Month in accordance with GAAP, subject only to normal year-end
audit adjustments and the absence of footnotes;


 


(d)          as
soon as available, but in any event at least 30 days before the end of each Fiscal Year of the Borrower, forecasts prepared by
management of the Borrower, representing the Borrower’s good faith estimate of future financial performance and based on
assumptions believed by the Borrower to be fair and reasonable in light of current market conditions and consistent with historical
practices and otherwise in form and based upon assumptions reasonably satisfactory to the GSO Entities, of the consolidated balance
sheets and statements of income or operations and cash flows, and projections of royalty revenues, of the Borrower and its Subsidiaries
on a quarterly (or, solely to the extent prepared by the Borrower in the ordinary course of business, monthly) basis for the immediately
following Fiscal Year (including the Fiscal Year in which the Maturity Date occurs), and as soon as available, any significant
revisions to such forecast with respect to such Fiscal Year.


 


6.02         Certificates;
Other Information. Deliver to the Agent, in form and detail satisfactory to the GSO Entities:


 


(a)          concurrently
with the delivery of the financial statements referred to in Section 6.01(a), a certificate of its Registered Public Accounting
Firm certifying such financial statements and stating that in making the examination necessary for their certification of such
financial statements, such Registered Public Accounting Firm has not obtained any knowledge of the existence of any Default or
Event of Default under Section 7.15 hereof or, if any such Default or Event of Default shall exist, stating the nature and
status of such event;


 






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(b)          concurrently
with the delivery of the financial statements referred to in Sections 6.01(a) and 6.01(b),
(i) a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower, and in the event of any change in
generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide
a statement of reconciliation conforming such financial statements to GAAP and (ii) a copy of management’s discussion and
analysis with respect to such financial statements;


 


(c)          concurrently
with the delivery of the financial statements referred to in Sections 6.01(a) and (b),
financial statements with respect to any Excluded Subsidiaries of the Loan Parties;


 


(d)          promptly
upon receipt, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or
the audit committee of the board of directors) of the Borrower by its Registered Public Accounting Firm in connection with the
accounts or books of the Loan Parties, or any audit of any of them, including, without limitation, specifying any Internal Control
Event;


 


(e)          promptly
after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent
to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements
which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934
or with any national securities exchange;


 


(f)          as
soon as available, but in any event within 15 days after the end of each Fiscal Quarters of each Fiscal Year of the Borrower, an
updated report of the royalty revenue summary by brand and related licensing detail with respect to the Material Licenses of the
Loan Parties and any Subsidiary, as prepared on a trailing twelve month basis and including comparisons to the projected royalty
revenue of the Loan Parties delivered as part of the projections set forth in Section 6.01(d) above;


 


(g)          prior
to the consummation of any Permitted Acquisition, the Borrower shall provide the Agent with an updated calculation of the Loan
to Value Ratio covenant as set forth in Section 7.15(b) of the BoA Credit Agreement;


 


(h)          as
soon as available, but in any event within 15 days after the end of each Fiscal Year of the Borrower, a report summarizing the
insurance coverage (specifying type, amount and carrier) in effect for the Loan Parties and containing such additional information
as the Agent, or any Lender through the Agent, may reasonably specify;


 


(i)          promptly
after the Agent’s, or any Lender’s through the Agent, request therefor, copies of all Material Contracts and documents
evidencing Material Indebtedness;


 


(j)          promptly,
and in any event within five Business Days after receipt thereof by the Borrower, copies of each notice or other correspondence
received from any Governmental Authority (including, without limitation, the SEC (or comparable agency in any applicable non-U.S.
jurisdiction)) concerning any proceeding with, or investigation or possible investigation or other inquiry by such Governmental
Authority regarding financial or other operational results of any Loan Party or any other matter which, if adversely determined,
could reasonably expected to have a Material Adverse Effect;


 


(k)          promptly,
any material amendments, modifications or waivers with respect to any Material Contract or Material License;


 






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(l)          promptly,
any Material License entered into by a Loan Party or its Subsidiary; and


 


(m)          promptly,
such additional information regarding the business affairs, financial condition or operations of any Loan Party, or compliance
with the terms of the Loan Documents, as the Agent or any Lender may from time to time reasonably request.


 


Documents required to be delivered pursuant
to Section 6.01(a) or (b), or Section 6.02 (to the extent any such documents are included in materials otherwise
filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i)
on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website
address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet
website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored
by the Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Agent or any Lender that
requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Agent
or such Lender and (ii) the Borrower shall notify the Agent (by telecopier or electronic mail) of the posting of any such documents
and provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Agent shall have
no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no
responsibility to monitor compliance by the Loan Parties with any such request for delivery, and each Lender shall be solely responsible
for requesting delivery to it or maintaining its copies of such documents.


 


6.03         Notices.
Promptly notify the Agent:


 


(a)          of
the occurrence of any Default or Event of Default;


 


(b)          of
any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect,


 


(c)          of
any breach or non-performance of, or any default under, a Material Contract or with respect to Material Indebtedness of any Loan
Party that has resulted or could reasonably be expected to result in a Material Adverse Effect;


 


(d)          of
any dispute, litigation, investigation, proceeding or suspension between any Loan Party and any Governmental Authority, or the
commencement of, or any material development in, any litigation or proceeding affecting any Loan, including pursuant to any applicable
Environmental Laws, in each case that has resulted or could reasonably be expected to result in a Material Adverse Effect;


 


(e)          of
the occurrence of any ERISA Event that has resulted or could reasonably be expected to result in a Material Adverse Effect;


 


(f)          of
any change in the Borrower’s senior executive officers;


 


(g)          of
the discharge by the Borrower of its present Registered Public Accounting Firm or any withdrawal or resignation by such Registered
Public Accounting Firm;


 


(h)          of
the filing of any Lien for unpaid Taxes against any Loan Party that has resulted or could reasonably be expected to result in a
Material Adverse Effect;


 






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(i)          of
the Borrower’s obtaining knowledge that any application or registration relating to any Material Intellectual Property (whether
now or hereafter existing) may become abandoned or dedicated, or of any material adverse determination or material development
(including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark
Office, the United States Copyright Office or any court) regarding Borrower’s ownership of any Material Intellectual Property;
and


 


(j)          of
the failure to renew, or the cancelation of, any Material License.


 


Each notice pursuant to this Section shall
be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein
and stating what action the Borrower has taken and proposes to take with respect thereto.


 


Documents required to be delivered pursuant
to this Section 6.03 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered
electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents,
or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or
(ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each
Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent); provided
that the Borrower shall notify the Agent (by telecopier or electronic mail) of the posting of any such documents and provide to
the Agent by electronic mail electronic versions (i.e., soft copies) of such documents.


 


6.04         Payment
of Obligations. Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including
(a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, (b) all lawful claims
(including, without limitation, claims of landlords, warehousemen, customs brokers, freight forwarders, consolidators, and carriers)
which, if unpaid, would by Law become a Lien upon its property (other than Permitted Encumbrances); and (c) all Material Indebtedness,
as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such
Indebtedness, except, in each case, where (i) the validity or amount thereof is being contested in good faith by appropriate proceedings
and such Loan Party has set aside on its books adequate reserves with respect thereto in accordance with GAAP, or (ii) the failure
to make such payment could not reasonably be expected to result in a Material Adverse Effect.


 


6.05         Preservation
of Existence, Etc.. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing
under the Laws of the jurisdiction of its organization or formation except in a transaction permitted by Section 7.04 or
7.05; and (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary
or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected
to have a Material Adverse Effect. Notwithstanding the foregoing, no provision herein or in any other Loan Document shall be deemed
to restrict the dissolution of William Rast Europe Holdings, LLC, a Delaware limited liability company, Heeling Management Corp.,
a Texas corporation, Heeling Holding Corporation, a Nevada corporation, Heelys, Inc., a Delaware corporation, Bella Rose, LLC,
a California limited liability company, William Rast Sourcing, LLC, a California limited liability company or any other Immaterial
Subsidiary, and such dissolution is expressly permitted.


 


6.06         Maintenance
of Properties; Material Intellectual Property


 


(a)          (i)
Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good
working order and condition, ordinary wear and tear, casualty and condemnation excepted; and (ii) make all necessary repairs thereto
and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse
Effect.


 






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(b)          (i)
Maintain all Material Intellectual Property in order that such Material Intellectual Property will be (A) subsisting and not adjudged
invalid or unenforceable, in whole or part and (B) valid, in full force and effect and not in known conflict with the rights of
any Person; (ii) make all filings and recordations necessary in the exercise of reasonable and prudent business judgment to protect
such Loan Party’s interest in the Material Intellectual Property in the United States Patent and Trademark Office and the
United States Copyright Office; (iii) perform all acts and pay all required fees and taxes to maintain each and every item of the
Material Intellectual Property in full force and effect; and (iv) use commercially reasonable efforts to enforce all material provisions
relating to quality assurance of products and services set forth in any Material License. For clarity, if any Loan Party determines,
in its reasonable judgment, that any items of Intellectual Property which do not constitute Material Intellectual Property is no
longer used or useful or of material value, such Loan Party may abandon, cancel or cease to protect such non- Material Intellectual
Property.


 


6.07         Maintenance
of Insurance. (a) Maintain with financially sound and reputable insurance companies reasonably
acceptable to the GSO Entities and not Affiliates of the Loan Parties, insurance with respect to its properties and business against
loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business and operating in the
same or similar locations or as is required by Law, of such types and in such amounts as are customarily carried under similar
circumstances by such other Persons and as are reasonably acceptable to the GSO Entities.


 


(b)          Cause
each such policy referred to in clause (a) above (i) to be endorsed to name the Agent as an additional insured or a loss payee,
as applicable, in a form reasonably satisfactory to the GSO Entities, and (ii) to provide that it shall not be canceled, modified
or not renewed (x) by reason of nonpayment of premium except upon not less than ten (10) days’ prior written notice thereof
by the insurer to the Agent (giving the Agent the right to cure defaults in the payment of premiums) or (y) for any other reason
except upon not less than thirty (30) days’ prior written notice thereof by the insurer to the Agent.


 


(c)          Deliver
to the Agent, prior to the cancellation, modification or non-renewal of any such policy of insurance, a copy of a renewal or replacement
policy (or other evidence of renewal of a policy previously delivered to the Agent, including an insurance binder) together with
evidence satisfactory to the GSO Entities of payment of the premium therefor.


 


(d)          None
of the Credit Parties, or their agents or employees shall be liable for any loss or damage insured by the insurance policies required
to be maintained under this Section 6.07. Each Loan Party shall look solely to its insurance companies or any other parties
other than the Credit Parties for the recovery of such loss or damage and such insurance companies shall have no rights of subrogation
against any Credit Party or its agents or employees. If, however, the insurance policies do not provide waiver of subrogation rights
against such parties, as required above, then the Loan Parties hereby agree, to the extent permitted by Law, to waive their right
of recovery, if any, against the Credit Parties and their agents and employees. The designation of any form, type or amount of
insurance coverage by any Credit Party under this Section 6.07 shall in no event be deemed a representation, warranty or
advice by such Credit Party that such insurance is adequate for the purposes of the business of the Loan Parties or the protection
of their properties.


 


6.08         Compliance
with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ,
injunction or decree is being contested in good faith by appropriate proceedings diligently conducted and with respect to which
adequate reserves have been set aside and maintained by the Loan Parties in accordance with GAAP; (b) such contest effectively
suspends enforcement of the contested Laws, and (c) the failure to comply therewith could not reasonably be expected to have a
Material Adverse Effect.


 






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6.09         Books
and Records; Accountants.


 


(a)          Maintain
proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall
be made of all financial transactions and matters involving the assets and business of the Loan Parties.


 


(b)          At
all times retain Grant Thornton LLP, any other Registered Public Accounting Firm of nationally recognized standing, or another
Registered Public Accounting Firm which is reasonably satisfactory to the GSO Entities, and, subject to the limitation set forth
in Section 6.10 below, instruct such Registered Public Accounting Firm to cooperate with, and be available to, the Lenders
or their representatives to discuss the Loan Parties’ financial performance, financial condition, operating results, controls,
and such other matters, within the scope of the retention of such Registered Public Accounting Firm, as may be raised by the GSO
Entities.


 


6.10         Inspection
Rights; Appraisals of Intellectual Property.


 


(a)          Permit
representatives and independent contractors, including consultants, of the Agent to visit and inspect, under guidance of officers
of the Borrower, any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts
therefrom, and to discuss its affairs, finances and accounts with its officers, and Registered Public Accounting Firm, all at the
expense of the Loan Parties and at such reasonable times during normal business hours and as often as may be reasonably desired
(but absent the existence of a Default or Event of Default, the Borrower shall not be required to pay for more than two such visits
and inspections in any calendar year) upon reasonable advance notice to the Borrower; provided, however, that the
Borrower shall not be required to pay for any such visit and inspection to the extent the BoA Agent had such an inspection done
pursuant to the terms of the BoA Documents and the results of such inspection were provided to the Agent; provided, further,
however, that upon the occurrence and during the continuation of a Default or an Event of Default, the Agent (or any of
its representatives or independent contractors) may do any of the foregoing at the expense of the Loan Parties as often as it deems
appropriate and at any time during normal business hours and without advance notice.


 


(b)          Upon
the request of the Agent after reasonable prior notice, permit the Agent or professionals (including appraisers) retained by the
Agent to conduct (x) up to one (1) appraisal of the trade names and brands and other Intellectual Property of the Loan Parties
in each calendar year of the Borrower at the Loan Parties’ expense and (y) up to one (1) additional appraisal of the trade
names and brands and other Intellectual Property of the Loan Parties in each calendar year at the Lenders’ expense; provided,
however, that the Borrower shall not be required to pay for any such appraisal to the extent the BoA Agent had such an appraisal
done pursuant to the terms of the BoA Documents and the results of such appraisal were provided to the Agent.


 






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6.11         Additional
Loan Parties. Notify the Agent at the time that any Person becomes a domestic Subsidiary, and promptly thereafter (and in
any event within fifteen (15) Business Days or such longer period as may be agreed to by the GSO Entities in its reasonable discretion),
cause any such Person (a) which does not qualify as a Non-Guarantor Subsidiary to (i) become a Loan Party by executing and delivering
to the Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other documents as the GSO Entities shall
deem appropriate for such purpose, (ii) grant a Lien to the Agent on such Person’s Intellectual Property and other assets
of the same type that constitute Collateral (other than for the avoidance of doubt, Real Estate and other Excluded Property) to
secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (iii) and (iv) of Section
4.01(a) and opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect
and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person
(other than an Excluded Subsidiary) are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory
notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged
shall be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests
of such Subsidiary, in each case in form, content and scope reasonably satisfactory to the GSO Entities (it being understood that
in no event shall the Borrower be required to take any action outside of the United States in order to create or perfect any security
interest in any Equity Interests of a foreign Subsidiary and no foreign Law security or pledge agreements, deeds, filings or searches
will be required). In no event shall compliance with this Section 6.11 waive or be deemed a waiver or Consent to any transaction
giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this
Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower.


 


6.12         Cash
Management.


 


(a)          Cause
all Deposit Accounts that are concentration and controlled disbursement accounts of the Loan Parties to be maintained with Bank
of America pursuant to such documentation as the Agent or any Lender may reasonably request, including, without limitation, a Blocked
Account Agreement satisfactory in form and substance to the GSO Entities with respect to each such Deposit Account (collectively,
the “Blocked Accounts”); provided that so long as no Cash Control Event has occurred and is continuing, the
Borrower shall be permitted to maintain up to $1,000,000 in the aggregate in any disbursement accounts which are not held
by Bank of America (such account(s), the “Excluded Accounts”); it being understood that no Blocked Account Control
Agreements or other control agreements shall be required in respect of the Excluded Accounts, provided that the aggregate
amount on deposit in the Excluded Accounts does not exceed the amounts set forth above.


 


(b)          After
the occurrence and during the continuance of a Cash Control Event, cause the ACH or wire transfer to the collection account maintained
by the BoA Agent (or after Discharge of the BoA Facility Obligations (as defined in the Intercreditor Agreement) the Agent) at
Bank of America (the “Collection Account”), no less frequently than daily, all cash receipts and collections
received by each Loan Party from all sources, whether or not constituting Collateral, including, without limitation, the then entire
ledger balance of each Blocked Account, Excluded Account or any other Deposit Account of the Loan Parties (in each case, net of
any minimum balance, not to exceed $2,500.00 per account, as may be required to be kept in the subject Blocked Account or other
Deposit Account by the applicable Blocked Account Bank or depository).


 


(c)          The
Collection Account shall at all times be under the sole dominion and control of the BoA Agent (or after Discharge of the BoA Facility
Obligations (as defined in the Intercreditor Agreement) the Agent). The Loan Parties hereby acknowledge and agree that (i) the
Loan Parties have no right of withdrawal from the Collection Account, (ii) the funds on deposit in the Collection Account shall
at all times be collateral security for all of the Obligations and (iii) during the continuance of a Cash Control Event, the funds
on deposit in the Collection Account shall be applied to the repayment of the Obligations as provided in this Agreement. In the
event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control
of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the BoA Agent
(or after Discharge of the BoA Facility Obligations (as defined in the Intercreditor Agreement), shall not be commingled with any
of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day
after receipt thereof, be deposited into the Collection Account or dealt with in such other fashion as such Loan Party may be instructed
by the BoA Agent (or after Discharge of the BoA Facility Obligations (as defined in the Intercreditor Agreement) the Agent).


 






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(d)          Without
limiting the provisions of this Section 6.12, during the continuance of a Cash Control Event, the Borrower shall maintain
a minimum cash balance at all times of not less than $5,000,000 in a Blocked Account. Such amounts shall be used solely for such
purposes as the (or after Discharge of the BoA Facility Obligations (as defined in the Intercreditor Agreement) the Agent) may
agree in connection with the realization on the Collateral.


 


(e)          Upon
the request of the Agent (at the direction of the Required Lenders), cause bank statements and/or other reports to be delivered
to the Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the
proper transfer of funds as set forth above.


 


6.13         Information
Regarding the Collateral. Furnish to the Agent at least thirty (30) days prior written notice
of any change in: (i) any Loan Party’s; (ii) the location of any Loan Party’s chief executive office, its principal
place of business or any office in which it maintains books or records relating to Collateral owned by it; (iii) any Loan Party’s
organizational structure or jurisdiction of incorporation or formation; or (iv) any Loan Party’s Federal Taxpayer Identification
Number or organizational identification number assigned to it by its state of organization. The Loan Parties shall not effect
or permit any change referred to in the preceding sentence unless all filings have been made or are made substantially concurrently
therewith under the UCC or otherwise that are required in order for the Agent to continue at all times following such change to
have a valid, legal and perfected first priority security interest in all the Collateral for its own benefit and the benefit of
the other Credit Parties.


 


6.14         Environmental
Laws. Except in each case, where the failure to do so would not, individually or in the aggregate reasonably be expected to
result in a Material Adverse Effect, (a) conduct its operations and keep and maintain its Real Estate in material compliance with
all Environmental Laws; (b) obtain and renew all material environmental permits necessary for its operations and properties; and
(c) implement any and all investigation, remediation, removal and response actions that are appropriate or necessary to maintain
the value and marketability of the Real Estate or to otherwise comply with Environmental Laws pertaining to the presence, generation,
treatment, storage, use, disposal, transportation or release of any Hazardous Materials on, at, in, under, above, to, from or
about any of its Real Estate, provided, however, that neither a Loan Party nor any of its Subsidiaries shall be required to undertake
any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith
and by proper proceedings and adequate reserves have been set aside and are being maintained by the Loan Parties with respect
to such circumstances in accordance with GAAP.


 


6.15         Further
Assurances.


 


(a)          Execute
any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the
filing and recording of financing statements and other documents), that may be required under any Law, or which the Agent or the
Arranger may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect
or perfect the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien,
all at the expense of the Loan Parties (subject to the rights of the Loan Parties to dispose of the Collateral to the extent permitted
herein). The Loan Parties also agree to provide to the Agent or the Arranger, from time to time upon request, evidence satisfactory
to the Agent or the Arranger, as applicable, as to the perfection and priority of the Liens created or intended to be created by
the Security Documents.


 






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(b)          If
any material assets of the type included in the Collateral as of the Effective Date (excluding for the avoidance of doubt, any
Real Estate or any other Excluded Property) are acquired by any Loan Party after the Effective Date (other than assets constituting
Collateral under the Security Documents that become subject to the perfected first-priority Lien under the Security Documents upon
acquisition thereof and other than, for the avoidance of doubt, any Equity Interests of any Excluded Subsidiary or Equity Interests
of any CFC in excess of the amount required to be pledged pursuant to Section 6.11), notify the Agent thereof, and the Loan
Parties will cause such assets to be subjected to a Lien securing the Obligations and will take such actions as shall be necessary
or shall be requested by the Agent or the Arranger to grant and perfect such Liens, including actions described in paragraph (a)
of this Section 6.15, all at the expense of the Loan Parties (it being understood that in no event shall any Loan Party
be required to take any action to create or perfect any security interest in any collateral outside of the United States and no
foreign Law security or pledge agreements, foreign Law mortgages or deeds or foreign intellectual property filings or searches
shall be required). In no event shall compliance with this Section 6.15(b) waive or be deemed a waiver or Consent to any
transaction giving rise to the need to comply with this Section 6.15(b) if such transaction was not otherwise expressly
permitted by this Agreement.


 


6.16         Material
Contracts. (a) Perform and observe all the terms and provisions of each Material License and each other Material Contract
to be performed or observed by it, (b) maintain each such Material License and each other Material Contract in full force and
effect except to the extent such Material License or other Material Contract is no longer used or useful in the conduct of the
business of the Loan Parties in the ordinary course of business, consistent with past practices or unless such Material License
is terminated and replaced with another Material License in the ordinary course of business, (c) enforce each such Material License
and each other Material Contract in accordance with its terms, and (d) cause each of its Subsidiaries to do the foregoing, except,
in each case, where the failure to do so, either individually or in the aggregate, could not be reasonably likely to have a Material
Adverse Effect.


 


6.17         Board
Packages.


 


Promptly upon request
of the Arranger, the Borrower shall provide to the Arranger copies of any audit reports, management letters or recommendations
or other written materials provided to the members of the Board of Directors of the Borrower for discussion at regularly scheduled
meetings of the Board of Directors of the Borrower, which shall be held no less frequently than quarterly (in each case other than
any portions of such reports or materials that contain confidential information or are attorney-client privileged information or
work product).


 


6.18         Post-Closing
Items.


 


The Borrower shall,
and shall cause the other Loan Parties and their respective Subsidiaries, to satisfy the requirements as set forth on Schedule
6.18.


 


ARTICLE VII


NEGATIVE COVENANTS


 


So long as any Loan or other Obligation
hereunder shall remain unpaid or unsatisfied (other than contingent indemnification claims for which a claim has not been asserted),
no Loan Party shall nor shall it permit any of its Subsidiaries to:


 






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7.01         Liens.
 Create, incur, assume or suffer to exist any Lien upon any of its property, assets
or revenues, whether now owned or hereafter acquired or sign or file or suffer to exist under the UCC or any similar Law or statute
of any jurisdiction a financing statement that names any Loan Party as debtor; sign or suffer to exist any security agreement
authorizing any Person thereunder to file such financing statement; sell any of its property or assets subject to an understanding
or agreement (contingent or otherwise) to repurchase such property or assets with recourse to it; or assign or otherwise transfer
any accounts or other rights to receive income, other than, as to all of the above, Permitted Encumbrances.


 


7.02         Investments.
Make any Investments, except Permitted Investments.


 


7.03         Indebtedness;
Disqualified Stock; Equity Issuances.


 


(a)          Create,
incur, assume, guarantee, suffer to exist or otherwise become or remain liable with respect to, any Indebtedness, except Permitted
Indebtedness;


 


(b)          Issue
Disqualified Stock;


 


(c)          Issue
and sell any Equity Interests (other than Disqualified Stock) except for (i) with respect to the Borrower, Qualified Stock so long
as no Change of Control would result therefrom; and (ii) with respect to any Subsidiary of the Borrower (A) stock splits, stock
dividends and additional issuances of Equity Interests which do not decrease the percentage ownership of the Borrower or any Subsidiary
of the Equity Interests of such Subsidiary, (B) Subsidiaries of the Borrower formed or acquired after the Effective Date may issue
Equity Interests to (1) the Borrower or the direct or indirect Subsidiary of the Borrower which is to own such Equity Interests
or (2) to any other Person with an ownership interest in such Subsidiary in each case in proportion to its ownership interest in
such Subsidiary, (C) Subsidiaries of the Borrower may issue (1) directors qualifying shares to the extent required by applicable
Laws and (2) shares to local nationals to the extent required by applicable Laws, (D) issuances in connection with the Galaxy Transactions,
the Simpson Acquisition, the MSLO Acquisition and any Permitted Acquisition and (E) any Subsidiary of the Borrower may issue and
sell Equity Interests in connection with any Permitted Disposition. All Equity Interests issued to any Loan Party shall, to the
extent required by any Security Document, be pledged as Collateral pursuant to the applicable Security Document; or


 


(d)          Permit
any Excluded Subsidiary to create, incur, assume, guarantee, suffer to exist or otherwise become or remain liable with respect
to any Indebtedness, except Indebtedness of an Excluded Subsidiary with respect to the purchase price for any Permitted Acquisition.


 


7.04         Fundamental
Changes. Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing), except
that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect
to any action described below or would result therefrom:


 


(a)          any
Subsidiary which is not a Loan Party (other than an Excluded Subsidiary) may merge with (i) a Loan Party, provided that
the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties,
provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be
the continuing or surviving Person;


 


(b)          any
Excluded Subsidiary may merge with any other Excluded Subsidiary;


 






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(c)          any
Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into the Borrower, provided that
in any merger involving the Borrower, the Borrower shall be the continuing or surviving Person;


 


(d)          the
Loan Parties may consummate the transactions contemplated by the MSLO Acquisition Agreement; and


 


(e)          in
connection with a Permitted Acquisition, any Subsidiary (other than an Excluded Subsidiary) of a Loan Party may merge with or into
or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided that
(i) the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party
in accordance with the provisions of Section 6.11 hereof, and (ii) in the case of any such merger to which any Loan Party
is a party, such Loan Party is the surviving Person.


 


7.05         Dispositions.
Make any Disposition, except Permitted Dispositions.


 


7.06         Restricted
Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation
(contingent or otherwise) to do so, except:


 


(a)          each
Subsidiary of a Loan Party may make Restricted Payments to any Loan Party or to another Subsidiary of the Borrower which is the
immediate parent of the Subsidiary making such Restricted Payment;


 


(b)          the
Loan Parties and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock
or other common Equity Interests of such Person;


 


(c)          if
the Restricted Payments Conditions are satisfied, the Borrower may declare or pay cash dividends to its stockholders;


 


(d)          any
non-wholly-owned Subsidiary of the Borrower may make Restricted Payments (which may be in cash) to its shareholders, members or
partners generally, so long as the Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary making
such Restricted Payment receives at least its proportionate share thereof (based upon its relative holding of the Equity Interest
in the Subsidiary making such Restricted Payment and taking into account the relative preferences, if any, of the various classes
of Equity Interests of such Subsidiary);


 


(e)          the
Borrower may declare or pay any cash Dividend, or redeem, repurchase or otherwise acquire for value any outstanding Equity Interests
in an amount not to exceed $11,500,000 in the aggregate if, after giving effect thereto, the Loan to Value Ratio is less than 35%;


 


(f)          the
Borrower may acquire Equity Interests in connection with the exercise of stock options, warrants or other convertible or exchangeable
securities to the extent such Equity Interests represent a portion of the exercise price of those stock options, warrants or other
convertible or exchangeable securities by way of cashless exercise;


 


(g)          the
Borrower may redeem, repurchase or otherwise acquire for value, outstanding Equity Interests of the Borrower (or options or warrants
to purchase Equity Interests of the Borrower) following the death, disability or termination of employment of officers, directors
or employees of the Borrower or any of its Subsidiaries, provided that (x) the aggregate amount paid by the Borrower in cash in
respect of all such redemptions or purchases shall not exceed $11,500,000 in respect of all such redemptions, purchases and payments
in any twenty-four month period and (y) at the time of any cash Dividend, purchase or payment permitted to be made pursuant to
this Section 7.06(g), no Default or Event of Default shall then exist or result therefrom; and


 






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(h)          the
Borrower may pay (x) all costs, fees and expenses in connection with (i) the Galaxy Transactions in an amount not to exceed $8,625,000
in the aggregate, (ii) the Simpson Acquisition in an amount not to exceed $4,600,000 in the aggregate, and (iii) any Permitted
Acquisition after the Effective Date, in an amount not to exceed $5,750,000 in the aggregate for each Fiscal Year and (y) management
fees to the extent permitted pursuant to Section 7.09(g) hereof.


 


7.07         Prepayments
of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner
any Indebtedness for borrowed money, except (a) as long as no Default or Event of Default then exists, regularly scheduled or
mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness (other than the First Lien Facility),
(ii) regularly scheduled payments and mandatory prepayments under the BoA Credit Agreement, and so long as no Default or Event
of Default then exists, prepayment and other repurchases, redemptions or defeasances under the BoA Facility and any Permitted
Refinancing thereof, in each case not in violation of the Intercreditor Agreement, (b) the purchase, redemption, defeasance or
other acquisition or retirement of any Indebtedness of the Borrower or any Subsidiary or of any Equity Interests of the Borrower
or any Subsidiary in exchange for, or out of the net cash proceeds of a contribution to the common equity of the Borrower or any
Subsidiary, or a substantially concurrent sale of, Equity Interests (other than Disqualified Stock) of the Borrower or any Subsidiary
and (c) the purchase, redemption, defeasance or other acquisition or retirement of Indebtedness with the net cash proceeds from
an incurrence of any Permitted Refinancing thereof.


 


7.08         Change
in Nature of Business. Engage in any line of business substantially different from the business conducted by the Loan Parties
on the Effective Date or any business substantially related or incidental thereto.


 


7.09         Transactions
with Affiliates. Enter into, renew, extend or be a party to any transaction of any kind with any Affiliate of any Loan Party,
whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Loan
Parties or such Subsidiary as would be obtainable by the Loan Parties or such Subsidiary at the time in a comparable arm’s
length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to:


 


(a)          a
transaction between or among the Loan Parties;


 


(b)          dividends
may be paid to the extent provided in Section 7.06;


 


(c)          loans
may be made and other transactions may be entered into by the Borrower and its Subsidiaries to the extent permitted by Sections
7.02, 7.03 and 7.04;


 


(d)          customary
fees, indemnities and reimbursements may be paid to non-officer directors of the Borrower and its Subsidiaries;


 


(e)          the
Borrower and its Subsidiaries may enter into, and may make payments under, employment agreements, employee benefits plans, stock
option plans, indemnification provisions and other similar compensatory arrangements with officers, employees and directors of
the Borrower and its Subsidiaries in the ordinary course of business;


 






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(f)          Subsidiaries
of the Borrower may pay management fees, licensing fees and similar fees to the Borrower or to any wholly-owned domestic Subsidiary
of the Borrower that is a Guarantor; and


 


(g)          the
Borrower may pay (x) all costs, fees and expenses in connection with (i) the Galaxy Transaction in an amount not to exceed $8,625,000
in the aggregate, (ii) the Simpson Acquisition in an amount not to exceed $4,600,000 in the aggregate and (iii) any Permitted Acquisition
after the Effective Date, in an amount not to exceed $5,750,000 in the aggregate for any Fiscal Year and (y) management
fees to Tengram Capital Management L.P. in the ordinary course of business and consistent with prior practices.


 


7.10         Burdensome
Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document)
that (a) limits the ability (i) of any Subsidiary (other than an Excluded Subsidiary) to make Restricted Payments or other distributions
to any Loan Party or to otherwise transfer property to or invest in a Loan Party, (ii) of any Subsidiary (other than an Excluded
Subsidiary) to Guarantee the Obligations, (iii) of any Subsidiary (other than an Excluded Subsidiary) to make or repay loans to
a Loan Party, or (iv) of the Loan Parties to create, incur, assume or suffer to exist Liens on property of such Person in favor
of the Agent; provided, however, that this clause (iv) shall not prohibit any negative pledge incurred or provided
in favor of any holder of Indebtedness permitted under clauses (c), or (d) of the definition of Permitted Indebtedness solely
to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness; or (b) requires
the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person.


 


7.11         Use
of Proceeds. Use the proceeds of any Loan, whether directly or indirectly, and whether immediately, incidentally or ultimately,
(a) to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose
of purchasing or carrying margin stock or to refund Indebtedness originally incurred for such purpose, (b) use the proceeds of
the Loans funded on the Effective Date for any purposes other than (i) the payment of the purchase price and transaction costs
in connection with the MSLO Acquisition and to pay costs and expenses related to the MSLO Acquisition, (ii) to refinance all of
the Indebtedness outstanding under the Existing Credit Agreement and to pay costs and expenses related to such refinancing, (iii)
to finance Capital Expenditures of the Loan Parties, and (iv) for general corporate purposes or (c) use the proceeds of any Incremental
Facility for any purposes other than to finance Permitted Acquisitions and for other general corporate purposes, in each case
of clauses (b)-(c), to the extent permitted under Law and the Loan Documents.


 


7.12         Amendment
of Material Documents; Material Licenses.


 


(a)          Amend,
modify or waive any of a Loan Party’s rights under (i) its Organization Documents in a manner materially adverse to the Credit
Parties, (ii) the BoA Credit Agreement or any other documentation relating to the BoA Facility that would shorten the maturity
thereof or otherwise, when taken as a whole, be materially adverse to the Credit Parties or in a manner that would violate the
Intercreditor Agreement, or (iii) any Material License which would have a material adverse impact on the Lenders (as reasonably
determined by the Agent and the Arranger), without the prior express written consent of the GSO Entities.


 


(b)          Enter
into any new Material Licenses unless such require each such licensee thereunder to pay any fees and other consideration thereunder
into a Blocked Account.


 






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7.13         Fiscal
Year. Change the Fiscal Year of any Loan Party, or the accounting policies or reporting practices
of the Loan Parties, except as required by GAAP.


 


7.14         Deposit
Accounts. Open new Deposit Accounts (other than the Excluded Account) unless the Loan Parties
shall have delivered to the Agent appropriate Blocked Account Agreements as required pursuant to Section 6.12 and otherwise
satisfactory to the GSO Entities.


 


7.15         Financial
Covenants. 


 


(a)          Consolidated
Total Leverage Ratio. Permit the Consolidated Total Leverage Ratio as at the end of each Fiscal Quarter of the Borrower set
forth below to be greater than the maximum ratio set forth in the table below opposite thereto.


 


	
        Fiscal Quarter
	Maximum Consolidated Total Leverage Ratio
	Fiscal Quarter ending March 31, 2016	7.25:1.00
	Fiscal Quarter ending June 30, 2016	7.25:1.00
	Fiscal Quarter ending September 30, 2016	7.25:1.00
	Fiscal Quarter ending December 31, 2016	7.25:1.00
	Fiscal Quarter ending March 31, 2017	7.25:1.00
	Fiscal Quarter ending June 30, 2017	7.25:1.00
	Fiscal Quarter ending September 30, 2017	7.25:1.00
	Fiscal Quarter ending December 31, 2017	7.25:1.00
	Fiscal Quarter ending March 31, 2018	7.00:1.00
	Fiscal Quarter ending June 30, 2018	7.00:1.00
	Fiscal Quarter ending September 30, 2018	7.00:1.00
	Fiscal Quarter ending December 31, 2018	7.00:1.00
	Fiscal Quarter ending March 31, 2019	7.00:1.00
	Fiscal Quarter ending June 30, 2019	7.00:1.00
	Fiscal Quarter ending September 30, 2019	6.75:1:00
	Each Fiscal Quarter thereafter	6.75:1.00


 






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(b)          Consolidated
First Lien/First Out Leverage Ratio. Permit the Consolidated First Lien/First Out Leverage Ratio as at the end of each Fiscal
Quarter of the Borrower set forth below to be greater than the maximum ratio set forth in the table below opposite thereto.


 


	
        Fiscal
Quarter
	Maximum First Lien/First Out Leverage Ratio
	Fiscal Quarter ending March 31, 2016	2.47:1.00
	Fiscal Quarter ending June 30, 2016	2.47:1.00
	Fiscal Quarter ending September 30, 2016	2.47:1.00
	Fiscal Quarter ending December 31, 2016	2.47:1.00
	Fiscal Quarter ending March 31, 2017	2.47:1.00
	Fiscal Quarter ending June 30, 2017	2.47:1.00
	Fiscal Quarter ending September 30, 2017	2.47:1.00
	Fiscal Quarter ending December 31, 2017	2.47:1.00
	Fiscal Quarter ending March 31, 2018	2.38:1.00
	Fiscal Quarter ending June 30, 2018	2.38:1.00
	Fiscal Quarter ending September 30, 2018	2.38:1.00
	Fiscal Quarter ending December 31, 2018	2.38:1.00
	Fiscal Quarter ending March 31, 2019	2.38:1.00
	Fiscal Quarter ending June 30, 2019	2.38:1.00
	Fiscal Quarter ending September 30, 2019	2.30:1.00
	Each Fiscal Quarter thereafter	2.30:1.00


 






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ARTICLE VIII


EVENTS OF DEFAULT
AND REMEDIES


 


8.01         Events
of Default. Any of the following shall constitute an Event of Default:


 


(a)          Non-Payment.
The Borrower or any other Loan Party fails to pay (i) when and as required to be paid, any amount of principal of any Loan, or
(ii) within three (3) Business Days of any due date therefor, interest on any Loan, any fee due hereunder, or any other amount
payable hereunder or under any other Loan Document; or


 


(b)          Specific
Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of (i) Sections 6.03(a),
6.05(a) (solely with respect to the Borrower), 6.06(b)(i)(A), 6.07, 6.17, 6.18 or Article
VII, or (ii) Sections 6.01, 6.02, or 6.03 (other than 6.03(a)) and such failure continues for 10
days, (iii) Section 6.06(b)(i)(B) and (ii) – (iv) and such failure continues for 10 days or (iv) Sections 6.11
or 6.13 and such failure continues for 15 days; or


 


(c)          Other
Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b)
above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days; or


 


(d)          Representations
and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any
Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect
or misleading in any material respect when made or deemed made; or


 


(e)          Cross-Default.
Any Loan Party (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand,
or otherwise) in respect of any Material Indebtedness, or (B) fails to observe or perform any other agreement or condition relating
to any such Material Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any
other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Material
Indebtedness or the beneficiary or beneficiaries of any Guarantee thereof (or a trustee or agent on behalf of such holder or holders
or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Material Indebtedness to be demanded or
to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay,
defease or redeem such Material Indebtedness to be made, prior to its stated maturity or such Guarantee to become payable or cash
collateral in respect thereof to be demanded; or


 


(f)          Insolvency
Proceedings, Etc. Any Loan Party institutes or consents to the institution of any proceeding under any Debtor Relief Law, or
makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or a proceeding
shall be commenced or a petition filed, without the application or consent of such Person, seeking or requesting the appointment
of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed and the appointment
continues undischarged, undismissed or unstayed for 45 calendar days or an order or decree approving or ordering any of the foregoing
shall be entered; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its
property is instituted without the consent of such Person and continues undismissed or unstayed for 45 calendar days, or an order
for relief is entered in any such proceeding; or


 






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(g)          Inability
to Pay Debts; Attachment. (i) Any Loan Party becomes unable or admits in writing its inability or fails generally to pay its
debts as they become due in the ordinary course of business, or (ii) any writ or warrant of attachment or execution or similar
process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or
fully bonded within 30 days after its issuance or levy; or


 


(h)          Judgments.
There is entered against any Loan Party (i) one or more judgments or orders for the payment of money in an aggregate amount (as
to all such judgments and orders) exceeding $15,000,000 (to the extent not covered by independent third-party insurance as to which
the insurer is rated at least “A” by A.M. Best Company, has been notified of the potential claim and does not dispute
coverage), or (ii) any one or more non-monetary judgments that have, or could reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such
judgment or order, or (B) there is a period of 10 consecutive days during which a stay of enforcement of such judgment or order,
by reason of a pending appeal or otherwise, is not in effect; or


 


(i)          ERISA.
(i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected
to result in liability of any Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an
aggregate amount in excess of $15,000,000 or which would reasonably likely result in a Material Adverse Effect, or (ii) a Loan
Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment
with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess
of $5,750,000 or which would reasonably likely result in a Material Adverse Effect; or


 


(j)          Invalidity
of Loan Documents. (i) Any material provision of any Loan Document, at any time after its execution and delivery and for any
reason, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability
of any material provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under
any material provision of any Loan Document, or purports to revoke, terminate or rescind any material provision of any Loan Document
or seeks to avoid, limit or otherwise adversely affect any Lien purported to be created under any Security Document; or (ii) any
Lien purported to be created under any Security Document shall cease to be, or shall be asserted by any Loan Party or any other
Person not to be, a valid and perfected Lien on any Material Intellectual Property, Material License or any other material portion
of the Collateral, with the priority required by the applicable Security Document, except to the extent that any lack of perfection
or enforceability results from any act or omission of the Agent (so long as such act or omission does not result from the breach
or non-compliance by a Loan Party with the terms of any Loan Document); or


 


(k)          Change
of Control. There occurs any Change of Control; or


 


(l)          Cessation
of Business. Except as otherwise expressly permitted hereunder and subject to any applicable cure period in connection with
a breach of any applicable covenant with respect to the same, the Loan Parties, taken as a whole, shall take any action to suspend
the operation of their business in the ordinary course or liquidate all or a material portion of their assets or business; or


 






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(m)          Breach
of Contractual Obligation. Any default or event of default occurs under a Material License which gives rise to a right of a
party to such Material License to cease payment to, or excuses payment to, the Borrower thereunder, or the termination of any Material
License unless either (i) the Borrower reasonably demonstrates to the Agent and the Arranger, based on good faith and reasonable
forecasts, that the Borrower will remain in pro forma compliance with the provisions of Section 7.15 for a period of twelve
months after the occurrence of such default or termination, or (ii) the Borrower is disputing such default in good faith based
on reasonable grounds (as determined by the Agent and the Arranger in their reasonable discretion), or (iii) the Borrower enters
into a substitute Material License and the Borrower reasonably demonstrates to the Agent and the Arranger, based on good faith
and reasonable forecasts, that, after giving effect to such substitute Material License, the Borrower will remain in pro forma
compliance with the provisions of Section 7.15 for a period of twelve months after the occurrence of such default or termination;
or


 


(n)          Indictment.
Any director or senior officer of any Loan Party is (i) criminally indicted or convicted of a felony for fraud or dishonesty in
connection with the Loan Parties’ business, unless such director or senior officer promptly resigns or is removed or replaced
or (ii) charged by a Governmental Authority under any Law that would reasonably be expected to lead to forfeiture of any material
portion of Collateral; or


 


(o)          Insolvency
of Licensee. Any proceeding described in clause (f) above, whether voluntary or involuntary, shall commence with respect to
any licensee under a Material License and shall continue for a period of 45 days, unless (i) the applicable licensee shall “assume”
the applicable Material License under applicable bankruptcy Law, or (ii) either (A) the Borrower otherwise reasonably demonstrates
to the Agent and the Arranger, based on good faith and reasonable forecasts, that the Borrower will remain in pro forma compliance
with the provisions of Section 7.15 for a period of twelve months after the commencement of such proceeding or (B) the Borrower
enters into a substitute Material License and the Borrower reasonably demonstrates to the Agent and the Arranger, based on good
faith and reasonable forecasts, that, after giving effect to such substitute Material License, the Borrower will remain in pro
forma compliance with the provisions of Section 7.15 for a period of twelve months after the occurrence of such default
or termination; or


 


(p)          Subordination.
(i) The lien subordination provisions of the Intercreditor Agreement and the documents evidencing or governing the BoA Facility
(the “Subordination Provisions”) shall, in whole or in part, terminate, cease to be effective or cease to be
legally valid, binding and enforceable against any holder of the BoA Facility; or (ii) any Borrower or any other Loan Party shall,
directly or indirectly, disavow or contest in any manner (A) the effectiveness, validity or enforceability of any of the Subordination
Provisions, (B) that the Subordination Provisions exist for the benefit of the Credit Parties, or (C) that all payments of principal
of or premium and interest on the BoA Facility, or realized from the liquidation of any property of any Loan Party, shall be subject
to any of the Subordination Provisions.


 


8.02         Remedies
Upon Event of Default. If any Event of Default occurs and is continuing, the Agent, at the request of the Required Lenders,
shall take any or all of the following actions:


 


(a)          [Reserved];


 


(b)          declare
the unpaid principal amount of the Loans, all interest accrued and unpaid thereon, and all other Obligations to be immediately
due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by
the Loan Parties; and


 


(c)          whether
or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all
rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or Law, including, but not limited
to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement
contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and,
if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or
equitable right of the Credit Parties;


 






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provided, however, that upon
the occurrence of any Default or Event of Default with respect to any Loan Party under Section 8.01(f), the unpaid principal
amount of the Loans, all interest accrued thereon and all other Obligations shall automatically become due and payable without
further act of the Agent or any Lender.


 


No remedy herein is intended to be exclusive
of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder
or now or hereafter existing at law or in equity or by statute or any other provision of Law.


 


8.03         Application
of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Obligations have automatically
become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the
Obligations shall be applied by the Agent in the following order:


 


First, to payment of that
portion of the Obligations (excluding the Other Liabilities) constituting fees, indemnities, Credit Party Expenses and other amounts
(including fees, charges and disbursements of counsel to the Agent and the Arranger and amounts payable under Article III)
payable to the Agent;


 


Second, to payment of
that portion of the Obligations (excluding the Other Liabilities) constituting indemnities (including indemnities due under Section
10.04 hereof), Credit Party Expenses, and other amounts (other than principal, interest and fees) payable to the Lenders (including
Credit Party Expenses to the respective Lenders and amounts payable under Article III), ratably among them in proportion
to the amounts described in this clause Second payable to them;


 


Third, to payment of that
portion of the Obligations constituting accrued and unpaid interest on the Loans, and fees (excluding any Early Termination Fee
then owing), ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to
them;


 


Fourth, to payment of
that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion to the respective
amounts described in this clause Fourth held by them;


 


Fifth, to payment of all
other Obligations (including without limitation the cash collateralization of unliquidated indemnification obligations and the
payment of any Early Termination Fee then owing, but excluding any Other Liabilities), ratably among the Credit Parties in proportion
to the respective amounts described in this clause Fifth held by them;


 


Sixth, to payment of that
portion of the Obligations arising from Cash Management Services, ratably among the Credit Parties in proportion to the respective
amounts described in this clause Sixth held by them;


 


Seventh, to payment of
all other Obligations arising from Bank Products, ratably among the Credit Parties in proportion to the respective amounts described
in this clause Seventh held by them; and


 






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Last, the balance, if
any, after all of the Obligations have been indefeasibly paid in full, to the Loan Parties or as otherwise required by Law.


 


Excluded Swap Obligations with
respect to any Loan Party shall not be paid with amounts received from such Loan Party, but appropriate adjustments shall be made
with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.


 


8.04         Right
to Cure.


 


(a)          Notwithstanding
anything to the contrary contained in Section 8.01, in the event of any Event of Default under the financial covenant set
forth in Section 7.15(a) and until the expiration of the fifteenth (15th) calendar day thereafter (such date,
the “Cure Expiration Date”), the Borrower may designate and apply any portion of the Net Proceeds of any issuance of
common Equity Interests of the Borrower or any cash capital contribution to the common equity of the Borrower, or any cash on hand
of the Borrower, as and to a prepayment of the Loans in an amount equal to the amount by which the outstanding principal amount
of the Loans exceed the LTV Percentage (as defined in the BoA Credit Agreement as in effect on the Effective Date) of the Realizable
Orderly Liquidation Value of registered Trademarks of the Loan Parties, DVS and With You, as applicable, as determined pursuant
to the most recent appraisal conducted by or on behalf of the Agent (or the BoA Agent and received by the Agent) with respect to
such registered Trademarks pursuant to Section 6.10(b).


 


(b)          If,
after giving effect to the foregoing prepayment of the Loans, the Borrower shall then be in compliance with the requirements of
Section 7.15(a), the Borrower shall be deemed to have satisfied the requirements of Section 7.15(a) as of the relevant
date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable
existing breach or default of Section 7.15(a) shall be deemed cured for this purpose of the Agreement.


 


ARTICLE IX


THE AGENT


 


9.01         Appointment
and Authority. Each of the Lenders (in its capacity as a Lender) hereby irrevocably appoints
Wilmington to act on its behalf as the administrative agent and collateral agent hereunder and under the other Loan Documents
and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms
hereof or thereof (including, without limitation, acquiring, holding and enforcing any and all Liens on Collateral granted by
any of the Loan Parties to secure any of the Obligations), together with such actions and powers as are reasonably incidental
thereto. The provisions of this Article are solely for the benefit of the Agent and the other Credit Parties, and no Loan Party
or any Subsidiary thereof shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed
that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference
to the 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 contracting parties.


 


9.02         Rights
as a Lender. The Person serving as the 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 Agent and the term “Lender” or “Lenders”
shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent
hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial
advisor or in any other advisory capacity for and generally engage in any kind of business with the Loan Parties or any Subsidiary
or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the Lenders.


 






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9.03         Exculpatory
Provisions. The Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan
Documents. Without limiting the generality of the foregoing, the Agent:


 


(a)          shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is
continuing;


 


(b)          shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Loan Documents that the Agent is required to exercise as directed in writing by the
Applicable Lenders, provided that the Agent shall not be required to take any action that, in its opinion or the opinion
of its counsel, may expose the Agent to liability or that is contrary to any Loan Document or Law; and


 


(c)          shall
not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for
the failure to disclose, any information relating to the Loan Parties or any of its Affiliates that is communicated to or obtained
by the Person serving as the Agent or any of its Affiliates in any capacity.


 


The Agent shall not be liable for any action
taken or not taken by it (i) with the Consent or at the request of the Applicable Lenders (as the Agent shall believe in good faith
shall be necessary under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its
own gross negligence or willful misconduct as determined by a final and non-appealable judgment of a court of competent jurisdiction.


 


The Agent shall not be deemed to have knowledge
of any Default or Event of Default unless and until a written notice describing such Default or Event of Default is given to the
Agent by the Loan Parties or a Lender. In the event that the Agent obtains such actual knowledge or receives such a notice, the
Agent shall give prompt notice thereof to each of the other Credit Parties. Upon the occurrence of a Default or an Event of Default,
the Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Applicable
Lenders. Unless and until the Agent shall have received such direction, the Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to any such Default or Event of Default as it shall deem advisable in
the best interest of the Credit Parties. In no event shall the Agent be required to comply with any such directions to the extent
that the Agent believes that its compliance with such directions would be unlawful.


 


The 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 this
Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder
or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms
or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the creation,
perfection or priority of any Lien purported to be created by the Security Documents, (v) the value or the sufficiency of any Collateral,
or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly
required to be delivered to the Agent.


 






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9.04         Reliance
by Agent. The 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 (including, but not limited to, any electronic message,
Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise
authenticated by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and believed
by it to have been made by the proper Person, and shall not incur any liability for relying thereon. The Agent may consult with
legal counsel (who may be counsel for any Loan Party), 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.


 


9.05         Delegation
of Duties. The Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other
Loan Document by or through any one or more sub-agents appointed by the Agent. The Agent and any such sub-agent may perform any
and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions
of this Article shall apply to any such sub-agent and to the Related Parties of the Agent and any such sub-agent. The Agent shall
not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction
determines in a final and non-appealable judgment that the Agent acted with gross negligence or willful misconduct in the selection
of such sub-agents.


 


9.06         Resignation
or Replacement of Agent. The Agent may at any time give written notice of its resignation to the Lenders and the Borrower.
Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower,
to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office
in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders
appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower
and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective
in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and
under the other Loan Documents (except that in the case of any Collateral held by the Agent on behalf of the Lenders under any
of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent
is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall
instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for
above in this Section.


 


(b)          The
Required Lenders may at any time given written notice to the Agent and the Borrower or their election to replace the Agent with
a successor agent. The Required Lenders shall with the consultation of the Borrower appoint a successor, which shall be a bank
with an office in the United States, or an Affiliate of any such bank with an office in the United States.


 


(c)          Upon
the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all
of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from
all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided
above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under
the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit
of such retiring 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 the retiring Agent was acting as Agent hereunder.


 






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9.07         Non-Reliance
on Agent and Other Lenders. Each Lender acknowledges that it has, independently and without reliance upon the Agent or any
other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without
reliance upon the Agent or any other Lender or any of their Related Parties and based on such documents and information 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 or any related agreement or any document furnished hereunder or thereunder. Except as
provided in Section 9.11, the Agent shall not have any duty or responsibility to provide any Credit Party with any other
credit or other information concerning the affairs, financial condition or business of any Loan Party that may come into the possession
of the Agent.


 


9.08         Agent
May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding
relative to any Loan Party, the Agent (irrespective of whether the principal of the Loan shall then be due and payable as herein
expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Loan Parties)
shall be entitled and empowered, by intervention in such proceeding or otherwise:


 


(a)          to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other
Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims
of the Lenders, the Agent and the other Credit Parties (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Lenders, the Agent, such Credit Parties and their respective agents and counsel and all other amounts due the
Lenders, the Agent and such Credit Parties under Sections 2.06 and 10.04) allowed in such judicial proceeding; and


 


(b)          to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender
to make such payments to the Agent and to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements
and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.06 and 10.04.


 


Nothing contained herein shall be deemed
to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Credit Party any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights of any Credit Party or to authorize the Agent to
vote in respect of the claim of any Credit Party in any such proceeding.


 


9.09         Collateral
and Guaranty Matters. The Credit Parties irrevocably authorize the Agent, at its option and in its discretion,


 


(a)          to
release any Lien on any property granted to or held by the Agent under any Loan Document (i) upon termination of the Aggregate
Commitments and payment in full of all Obligations (other than contingent indemnification obligations for which no claim has been
asserted), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan
Document, or (iii) if approved, authorized or ratified in writing by the Applicable Lenders in accordance with Section 10.01;


 






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(b)          to
subordinate any Lien on any property granted to or held by the Agent under any Loan Document to the holder of any Lien on such
property that is permitted by clause (h) of the definition of Permitted Encumbrances; and


 


(c)          to
release any Guarantor from its obligations under the Facility Guaranty if such Person ceases to be a Subsidiary as a result of
a transaction permitted hereunder.


 


Upon request by the Agent at any time,
the Applicable Lenders will confirm in writing the Agent’s authority to release or subordinate its interest in particular
types or items of property, or to release any Guarantor from its obligations under the Facility Guaranty pursuant to this Section
9.09. In each case as specified in this Section 9.09, the Agent will, at the Loan Parties’ expense, execute and
deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item
of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in
such item, or to release such Guarantor from its obligations under the Facility Guaranty, in each case in accordance with the terms
of the Loan Documents and this Section 9.09.


 


9.10         Notice
of Transfer. The Agent may deem and treat a Lender party to this Agreement as the owner of such Lender’s portion of
the Obligations for all purposes, unless and until, and except to the extent, an Assignment and Acceptance shall have become effective
as set forth in Section 10.06.


 


9.11         Reports
and Financial Statements.


 


By signing this Agreement, each Lender:


 


(a)          agrees
to furnish the Agent at such frequency as the Agent may reasonably request) with a summary of all Other Liabilities due or to become
due to such Lender. In connection with any distributions to be made hereunder, the Agent shall be entitled to assume that no amounts
are due to any Lender on account of Other Liabilities unless the Agent has received written notice thereof from such Lender and
if such notice is received, the Agent shall be entitled to assume that the only amounts due to such Lender on account of Other
Liabilities is the amount set forth in such notice;


 


(b)          is
deemed to have requested that the Agent furnish, and the Agent agrees to furnish, such Lender, promptly after they become available,
copies of all financial statements required to be delivered by the Borrower hereunder;


 


(c)          is
deemed to have requested that the Agent furnish, and the Agent agrees to furnish, such Lender, promptly after they become available,
copies of all appraisals of the Collateral received by the Agent (collectively, the “Reports”);


 


(d)          expressly
agrees and acknowledges that the Agent makes no representation or warranty as to the accuracy of the financial statements or Reports,
and shall not be liable for any information contained in any financial statement or Report;


 


(e)          expressly
agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agent or any other party performing
any audit or 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;


 


(f)          agrees
to keep all financial statements and Reports confidential in accordance with the provisions of Section 10.07 hereof; and


 






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(g)          without
limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agent and any
such other Lender 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 Credit Extensions 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, the Loans; and
(ii) to pay and protect, and indemnify, defend, and hold the Agent and any such other Lender preparing a Report harmless from and
against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the
Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or
part of any Report through the indemnifying Lender.


 


9.12         Agency
for Perfection. Each Credit Party hereby appoints each other Credit Party as agent for the purpose
of perfecting Liens for the benefit of the Credit Parties, in assets which, in accordance with Article 9 of the UCC or any other
Law of the United States can be perfected only by possession or control. Should any Credit Party (other than the Agent) obtain
possession or control of any such Collateral, such Credit Party shall notify the Agent thereof, and, promptly upon the Agent’s
request therefor shall deliver such Collateral to the Agent or otherwise deal with such Collateral in accordance with the Agent’s
instructions.


 


9.13         Indemnification
of Agent. Without limiting the obligations of Loan Parties hereunder, to the extent that the Loan Parties for any reason fails
to indefeasibly pay any amount required under Section 10.04 to be paid by them to the Agent (or any sub-agent thereof),
the Lenders shall indemnify the Agent, any sub-agent thereof and any Related Party, as the case may be ratably according to their
Applicable Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against
the Agent, any sub-agent thereof and their Related Parties in any way relating to or arising out of this Agreement or any other
Loan Document or any action taken or omitted to be taken by the Agent, any sub-agent thereof and their Related Parties in connection
therewith; provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s, any sub-agent’s
and their Related Parties’ gross negligence or willful misconduct as determined by a final and nonappealable judgment of
a court of competent jurisdiction.


 


9.14         Relation
among Lenders. 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 Agent) authorized to act for, any other Lender.


 


ARTICLE X


MISCELLANEOUS


 


10.01         Amendments,
Etc.


 


(a)          No
amendment or waiver of any provision of this Agreement or any other Loan Document, and no Consent to any departure by any Loan
Party therefrom, shall be effective unless in writing signed by the Agent, with the Consent of the Required Lenders, and the Borrower
or the applicable Loan Party, as the case may be, and each such waiver or Consent shall be effective only in the specific instance
and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:


 


(i)          [Reserved];


 






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(ii)         as
to any Lender, postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment (including the Maturity
Date) or mandatory prepayment of principal, interest, fees or other amounts due hereunder or under any of the other Loan Documents
without the written Consent of such Lender,


 


(iii)        as
to any Lender, reduce the principal of, or the rate of interest specified herein on, any Loan held by such Lender, or (subject
to clause (ii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other
Loan Document to or for the account of such Lender, without the written Consent of such Lender; provided, however,
that only the Consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive
any obligation of the Borrower to pay interest at the Default Rate;


 


(iv)        as
to any Lender, change Section 2.12 or Section 8.03 in a manner that would alter the pro rata sharing of payments
required thereby without the written Consent of such Lender;


 


(v)         change
any provision of this Section or the definition of “Required Lenders”, or any other provision hereof specifying the
number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or
grant any consent hereunder, without the written Consent of each Lender;


 


(vi)        except
as expressly permitted hereunder or under any other Loan Document, release, or limit the liability of, any Loan Party without the
written Consent of each Lender;


 


(vii)       except
for Permitted Dispositions or as provided in Section 9.09, release all or substantially all of the Collateral from the Liens
of the Security Documents without the written Consent of each Lender; and


 


(viii)      except
as expressly permitted herein or in any other Loan Document, subordinate the Obligations hereunder or the Liens granted hereunder
or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be without the written Consent of each Lender;


 


and, provided further, that
(i) no amendment, waiver or Consent shall, unless in writing and signed by the Agent in addition to the Lenders required above,
affect the rights or duties of any Agent under this Agreement or any other Loan Document; and (ii) the Fee Letter may be amended,
or rights or privileges thereunder waived, in a writing executed only by the parties thereto.


 


(b)          Notwithstanding
anything to the contrary in this Agreement or any other Loan Document, (x) no provider or holder of any Bank Products or Cash Management
Services shall have any voting or approval rights hereunder (or be deemed a Lender) solely by virtue of its status as the provider
or holder of such agreements or products or the Obligations owing thereunder, nor shall the consent of any such provider or holder
be required (other than in their capacities as Lenders, to the extent applicable) for any matter hereunder or under any of the
other Loan Documents, including as to any matter relating to the Collateral or the release of Collateral or any Loan Party, and
(y) any Loan Document may be amended with the consent of the Agent, the Arranger and the Borrower without the need to obtain the
consent of any other Lender if such amendment or waiver is delivered in order (i) to comply with local Law or advice of local
counsel, (ii) to cure ambiguities or defects, (iii) to cause any Loan Document to be consistent with this Agreement and
the other Loan Documents, or (iv) to implement any Incremental Facility pursuant to the terms in Section 2.14 (in which case such
amendment shall also require the consent of the Lenders and/or Additional Commitment Lenders providing such Incremental Facility).


 






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(c)          If
any Lender does not Consent (a “Non-Consenting Lender”) to a proposed amendment, waiver, consent or release
with respect to any Loan Document that requires the Consent of each Lender and that has been approved by the Required Lenders,
the Borrower may replace such Non-Consenting Lender in accordance with Section 10.13; provided that such amendment,
waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other
such assignments required by the Borrower to be made pursuant to this paragraph).


 


(d)          Notwithstanding
any provision herein to the contrary, this Agreement may be amended with the written consent of the Required Lenders, the Agent
and the Borrower (i) to add one or more additional term loan facilities to this Agreement, and to permit the extensions of credit
and all related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably (or,
at the election of the Borrower and the relevant lenders providing such additional credit facilities, on a basis subordinated to
the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities
from time to time outstanding in respect of the existing facilities hereunder, (ii) in connection with the foregoing, to permit,
as deemed appropriate by the Agent and approved by the Required Lenders, (x) to permit the relevant lenders providing such additional
credit facilities to participate in any required vote or action required to be approved by the Required Lenders or by any other
number, percentage or class of Lenders hereunder and (y) to change Section 2.12 or Section 8.03 or any other provision hereof relating
to the pro rata sharing of payments among the Lenders as if the relevant lenders providing such additional credit facilities were
a party to this Agreement on the Effective Date and included in the definition of “Lenders”, as Lenders hereunder,
as of the Effective Date, and (iii) to make technical amendments as may be necessary or appropriate to the extent necessary to
effectuate any of the amendments enumerated in this clause (d).


 


10.02         Notices;
Effectiveness; Electronic Communications. 


 


(a)          Notices
Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except
as provided in subsection (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 telecopier as follows, and all
notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone
number, as follows:


 


(i)          if
to the Loan Parties, the Agent or the GSO Entities, to the address, telecopier number, electronic mail address or telephone number
specified for such Person on Schedule 10.02; and


 


(ii)         if
to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in writing to the
Borrower and the Agent.


 


Notices and other communications sent by
hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received;
notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during
normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day
for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection
(b) below, shall be effective as provided in such subsection (b).


 






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(b)          Electronic
Communications. Notices and other communications to the Lender hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures approved by the Agent. The Agent or the Borrower may,
in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures
approved by it, provided that approval of such procedures may be limited to particular notices or communications.


 


Unless the Agent otherwise prescribes,
(i) notices and other communications 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), and (ii) notices or communications 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), if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice,
email or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.


 


(c)          Change
of Address, Etc. Each of the Loan Parties and the Agent may change its address, telecopier or telephone number for notices
and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier
or telephone number for notices and other communications hereunder by notice to the Borrower and the Agent. In addition, each Lender
agrees to notify the Agent from time to time to ensure that the Agent has on record (i) an effective address, contact name, telephone
number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire
instructions for such Lender.


 


(d)          Reliance
by Agent and Lenders. The Agent and the Lenders shall be entitled to rely and act upon any notices purportedly given by or
on behalf of the Loan Parties even if (i) such notices were not made in a manner specified herein, were incomplete or were not
preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied
from any confirmation thereof. The Loan Parties shall indemnify the Agent, each Lender and the Related Parties of each of them
from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by
or on behalf of the Loan Parties. All telephonic notices to and other telephonic communications with the Agent may be recorded
by the Agent, and each of the parties hereto hereby consents to such recording.


 


10.03         No
Waiver; Cumulative Remedies. No failure by any Credit Party to exercise, and no delay by any such Person in exercising, any
right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder or under any other Loan Document preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges provided herein and in
the other Loan Documents are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law. Without
limiting the generality of the foregoing, the making of the Loan shall not be construed as a waiver of any Default or Event of
Default, regardless of whether any Credit Party may have had notice or knowledge of such Default or Event of Default at the time.


 






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Notwithstanding anything to the contrary
contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan
Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at Law in connection
with such enforcement shall be instituted and maintained exclusively by, the Agent in accordance with Section 8.02 for the
benefit of all the Lenders; provided, however, that the foregoing shall not prohibit (a) the Agent from exercising
on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other
Loan Documents or (b) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of
Section 2.12); and provided, further, that if at any time there is no Person acting as Agent hereunder and
under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Agent pursuant to
Section 8.02 and (ii) in addition to the matters set forth in clause (b) of the preceding proviso and subject to
Section 2.12, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it
and as authorized by the Required Lenders.


 


10.04         Expenses;
Indemnity; Damage Waiver. 


 


(a)          Costs
and Expenses. The Borrower shall pay all Credit Party Expenses.


 


(b)          Indemnification
by the Loan Parties. The Loan Parties shall indemnify the Agent (and any sub-agent thereof), each other Credit Party, and each
Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold
each Indemnitee harmless (on an after tax basis) from, any and all losses, claims, causes of action, damages, liabilities, settlement
payments, costs, and related expenses (including the reasonable fees, charges and disbursements of any one counsel for the Indemnitees
(and in the event of an actual conflict of interest, one additional counsel for such affected parties) and one additional counsel
in each other applicable jurisdiction), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by
any Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this
Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties
hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby,
or the administration of this Agreement and the other Loan Documents, (ii) any Loan or the use or proposed use of the proceeds
therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated
by any Loan Party, or any Environmental Liability related in any way to any Loan Party, (iv) any claims of, or amounts paid by
any Credit Party to, a Blocked Account Bank or other Person which has entered into a control agreement with any Credit Party hereunder,
or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based
on contract, tort or any other theory, whether brought by a third party or by any Borrower or any other Loan Party or any of the
Loan Parties’ directors, shareholders or creditors, 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, liabilities
or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted
from the bad faith, gross negligence or willful misconduct of, or material breach of the obligations under this Agreement of, such
Indemnitee, or (y) are due to disputes between and among Indemnitees (other than disputes involving any act or omission of the
Borrower or any of its Affiliates (other than the claims of the Agent)). Without limiting the provisions of Section 3.01(c),
this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages,
etc. arising from any non-Tax claim.


 


(c)          Waiver
of Consequential Damages, Etc. To the fullest extent permitted by Law, the Loan Parties shall not assert, and hereby waive,
any claim against any Indemnitee, 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, the transactions contemplated hereby or thereby, the Loans or the use of the proceeds
thereof.


 






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(d)          Payments.
All amounts due under this Section shall be payable on demand therefor.


 


(e)          Limitation
of Liability. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information
or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other
information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated
hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee
as determined by a final and nonappealable judgment of a court of competent jurisdiction.


 


(f)          Survival.
The agreements in this Section shall survive the resignation or removal of the Agent, the assignment of any portion of the Loans
by any Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge
of all the other Obligations.


 


10.05         Payments
Set Aside. To the extent that any payment by or on behalf of the Loan Parties is made to any Credit Party, or any Credit Party
exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated,
declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Credit
Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor
Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied
shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred,
and (b) each Lender severally agrees to pay to the Agent upon demand its Applicable Percentage (without duplication) of any amount
so recovered from or repaid by the Agent, plus interest thereon from the date of such demand to the date such payment is made
at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under clause (b)
of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.


 


10.06         Successors
and Assigns.


 


(a)          Successors
and Assigns Generally. 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, except that no Loan Party may assign or otherwise transfer any of
its rights or obligations hereunder or under any other Loan Document without the prior written Consent of the Agent and each Lender
and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in
accordance with the provisions of Section 10.06(b), (ii) by way of participation in accordance with the provisions of subsection
Section 10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section
10.06(f) (and any other attempted assignment or transfer by any party hereto shall be null and void). 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, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly
contemplated hereby, the Related Parties of each of the Credit Parties) any legal or equitable right, remedy or claim under or
by reason of this Agreement.


 


(b)          Assignments
by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations
under this Agreement, or its portion of the Loans, as applicable, at the time owing to it); provided that any such assignment
shall be subject to the following conditions:


 






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(i)          Minimum
Amounts.


 


(A)         in
the case of an assignment of the entire remaining amount of the assigning Lender’s Loan at the time owing to it or in the
case of an assignment to a GSO Entity, a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, no minimum
amount need be assigned; and


 


(B)         in
any case not described in subsection (b)(i)(A) of this Section, the principal outstanding balance of the 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 Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date,
shall not be less than $5,000,000 unless each of the Agent and, so long as no Default or Event of Default has occurred and is continuing,
the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent
assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee
(or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining
whether such minimum amount has been met;


 


(ii)         [Reserved];


 


(iii)        Required
Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section
and, in addition:


 


(A)         other
than with respect to any assignment to a GSO Entity, the consent of the Borrower (such consent not to be unreasonably withheld
or delayed) shall be required unless (1) a Default or Event of Default has occurred and is continuing at the time of such assignment
or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund with respect to such Lender, and shall be deemed
to have been given unless the Borrower has responded within five (5) Business Days of request therefor; and


 


(B)         other
than with respect to any assignment to a GSO Entity, the consent of the Agent (such consent not to be unreasonably withheld or
delayed) shall be required for assignments if such assignment is to a Person that is not a Lender, an Affiliate of such Lender
or an Approved Fund with respect to such Lender; and


 


(iv)        Assignment
and Assumption. The parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption, together
with a processing and recordation fee of $3,500, provided, however, that the Agent may, in its sole discretion, elect
to waive such processing and recordation fee in the case of any assignment.


 


(v)         No
Assignment to Certain Persons. No such assignment shall be made (A) to the Loan Parties or any of the Loan Parties’ Subsidiaries
or (B) to a natural Person.


 






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Subject to acceptance and recording thereof
by the Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption,
the Eligible Assignee thereunder shall be a party to this Agreement 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 3.01, 3.04,
3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment.
Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer
by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 10.06(d).


 


(c)          Register.
The Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Agent’s Office a copy of each
Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of
the names and addresses of the Lenders and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant
to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent
manifest error, and the Loan Parties, the Agent and the Lenders may 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 Borrower and any Lender at any reasonable time and from time to time upon reasonable prior
notice.


 


(d)          Participations.
(i) Any Lender may at any time, without the consent of, or notice to, the Loan Parties or the Agent, sell participations to any
Person (other than a natural person or the Loan Parties or any of the Loan Parties’ Affiliates or Subsidiaries) (each, a
“Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement; provided
that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations and (iii) the Loan Parties, the Agent, the
Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations
under this Agreement. Any Participant shall agree in writing to comply with all confidentiality obligations set forth in Section
10.07 as if such Participant was a Lender hereunder.


 


(ii) 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,
waiver or other modification described in clauses (i) through (iii) of the first proviso to Section 10.01 that affects such
Participant. Subject to subsection (e) of this Section, the Loan Parties agree that each Participant shall be entitled to the benefits
of Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations therein, including the
requirements under Section 3.01(e) (it being understood that the documentation required under Section 3.01(e) shall
be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment
pursuant to Section 10.06(b). To the extent permitted by Law, each Participant also shall be entitled to the benefits of
Section 10.08 as though it were a Lender, provided that such Participant agrees to be subject to Section 2.12
as though it were a Lender.


 






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(iii) Each Lender that
sells a participation shall, acting solely for this purpose as an agent of the Borrower, 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 the Loan Documents (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 the Loans or its other obligations under any Loan Document) to
any Person except to the extent that such disclosure is necessary to establish that such Loan or other obligation is in registered
form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive
absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner
of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt,
the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.


 


(e)          Limitations
upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04
than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant
that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the
Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Loan Parties,
to comply with Section 3.01(e) as though it were a Lender.


 


(f)          Certain
Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations
to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 


10.07         Treatment
of Certain Information; Confidentiality. Each of the Credit Parties agrees to maintain the confidentiality of the Information
(as defined below), except that Information may be disclosed (a) to each Credit Party’s Affiliates, Approved Funds, each
Credit Party’s and their respective Affiliates’ and Approved Funds’ respective partners, directors, officers,
employees, agents, funding sources, attorneys, advisors and representatives (including, if such Credit Party is a GSO Entity,
to any other GSO Entity and its respective partners, directors, officers, employees, existing and prospective investors, agents,
funding sources, attorneys, advisors and representatives) (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 regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority),
(c) to the extent required by Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto,
(e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any 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
(including any electronic agreement contained in any Platform) containing provisions substantially the same as those of this Section,
to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under
this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any Swap Contract relating to any Loan Party
and its obligations, (g) with the consent of the Borrower, (h) to a trustee, collateral manager, servicer, backup servicer, noteholder
or secured party in connection with the administration, servicing and reporting on the assets serving as collateral for securities
issued by a GSO Entity, or (i) to the extent such Information (i) becomes publicly available other than as a result of a breach
of this Section or (ii) becomes available to any Credit Party or any of their respective Affiliates on a non-confidential basis
from a source other than the Loan Parties.


 






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For purposes of this
Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating
to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available
to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof. Any Person required
to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation
to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person
would accord to its own confidential information.


 


Each of the Credit Parties acknowledges
that (a) the Information may include material non-public information concerning the Loan Parties or a Subsidiary, as the case may
be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such
material non-public information in accordance with Law, including Federal and state securities Laws.


 


10.08         Right
of Setoff. If an Event of Default shall have occurred and be continuing or if any Lender shall have been served with a trustee
process or similar attachment relating to property of a Loan Party, each Lender and each of their respective Affiliates is hereby
authorized at any time and from time to time, after obtaining the prior written consent of the Agent or the Required Lenders,
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, in whatever currency) or other property at any time held and other obligations (in whatever currency) at any time owing
by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and
all of the Obligations now or hereafter existing under this Agreement or any other Loan Document to such Lender, regardless of
the adequacy of the Collateral, and irrespective of whether or not such Lender shall have made any demand under this Agreement
or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or
are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness.
The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including other
rights of setoff) that such Lender or its Affiliates may have. Each Lender agrees to notify the Borrower and the Agent promptly
after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such
setoff and application.


 


10.09         Interest
Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be
paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by Law (the “Maximum
Rate”). If the Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest
shall be applied to the principal of the Loans and other Obligations (other than Other Liabilities not then due and owing) or,
if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or
received by the Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by Law, (a) characterize
any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the
effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout
the contemplated term of the Obligations hereunder.


 


10.10         Counterparts;
Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement
and the other Loan Documents 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 Agent and when the Agent
shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery
of an executed counterpart of a signature page of this Agreement by telecopy, pdf or other electronic transmission shall be as
effective as delivery of a manually executed counterpart of this Agreement.


 






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10.11         Survival.
All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or
thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations
and warranties have been or will be relied upon by the Credit Parties, regardless of any investigation made by any Credit Party
or on their behalf and notwithstanding that any Credit Party may have had notice or knowledge of any Default or Event of Default,
and shall continue in full force and effect as long as the Loans or any other Obligation hereunder shall remain unpaid or unsatisfied.
Further, the provisions of Sections 3.01, 3.04, 3.05 and 10.04 and Article IX shall survive and remain
in full force and effect regardless of the repayment of the Obligations or the termination of this Agreement or any provision
hereof.


 


10.12         Severability.
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality,
validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or
impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable
provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.


 


10.13         Replacement
of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender
is a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Agent, require
such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents
required by, Section 10.06), all of its interests, rights (other than its existing rights to payments pursuant to Section
3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume
such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:


 


(a)          the
Borrower shall have paid to the Agent the assignment fee specified in Section 10.06(b);


 


(b)          such
Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued
fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05)
from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all
other amounts);


 


(c)          in
the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made
pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;


 


(d)          such
assignment does not conflict with Laws; and


 


(e)          in
the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented
to the applicable amendment, waiver or consent.


 


A Lender shall not be required to make
any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling
the Borrower to require such assignment and delegation cease to apply.


 






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10.14         Governing
Law; Jurisdiction; Etc. 


 


(a)          GOVERNING
LAW. This Agreement and the other Loan Documents and any claims, controversy, dispute
or cause of action, WHETHER IN LAW OR EQUITY, whether in contract or IN tort or otherwise, based upon, arising out of or relating
to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions
contemplated hereby and thereby shall be governed by, and construed in accordance with, the law of the State of NEW yORK.


 


(b)          SUBMISSION
TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION
OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, IN ANY WAY RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN ANY U.S. FEDERAL
OR NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF,
AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS AND AGREES
THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT
OR, TO THE FULLEST EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY
SUCH ACTION, LITIGATION 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.


 


(c)          WAIVER
OF VENUE. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT
IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN SUBSECTION (B) OF THIS SECTION. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN
ANY SUCH COURT.


 


(d)          SERVICE
OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.


 


10.15         Waiver
of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY 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 OR ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY , WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE.
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PERSON 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 AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 






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10.16         No
Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby, the Loan Parties
each acknowledge and agree that: (i) the credit facility provided for hereunder and any related arranging or other services in
connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document)
are an arm’s-length commercial transaction between the Loan Parties, on the one hand, and the Credit Parties, on the other
hand, and each of the Loan Parties is capable of evaluating and understanding and understands and accepts the terms, risks and
conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification
hereof or thereof); (ii) in connection with the process leading to such transaction, each Credit Party is and has been acting
solely as a principal and is not the financial advisor, agent or fiduciary, for the Loan Parties or any of their respective Affiliates,
stockholders, creditors or employees or any other Person; (iii) none of the Credit Parties has assumed or will assume an advisory,
agency or fiduciary responsibility in favor of the Loan Parties with respect to any of the transactions contemplated hereby or
the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan
Document (irrespective of whether any of the Credit Parties has advised or is currently advising any Loan Party or any of its
Affiliates on other matters) and none of the Credit Parties has any obligation to any Loan Party or any of its Affiliates with
respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents;
(iv) the Credit Parties and their respective Affiliates may be engaged in a broad range of transactions that involve interests
that differ from those of the Loan Parties and their respective Affiliates, and none of the Credit Parties has any obligation
to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Credit Parties have
not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated
hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and each of the Loan Parties
has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. Each of the Loan
Parties hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against each of the Credit
Parties with respect to any breach or alleged breach of agency or fiduciary duty.


 


10.17         USA
PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter defined) and the Agent (for itself and not on behalf
of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information
that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that
will allow such Lender or the Agent, as applicable, to identify each Loan Party in accordance with the Act. Each Loan Party is
in compliance, in all material respects, with the Patriot Act. No part of the proceeds of the Loan will be used by the Loan Parties,
directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party,
candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or
obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. The Loan Parties
shall, promptly following a request by the Agent or any Lender, provide all documentation and other information that the Agent
or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and
anti-money laundering rules and regulations, including the Act.


 






    	-104-



     


    

 


10.18         Foreign
Assets Control Regulations. Neither of the advance of the Loans nor the use of the proceeds of any thereof will violate the
Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) (the “Trading With the Enemy Act”) or any
of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended)
(the “Foreign Assets Control Regulations”) or any enabling legislation or executive order relating thereto
(which for the avoidance of doubt shall include, but shall not be limited to (a) Executive Order 13224 of September 21, 2001 Blocking
Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001))
(the “Executive Order”) and (b) the Uniting and Strengthening America by Providing Appropriate Tools Required
to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56)). Furthermore, none of the Loan Parties or their Affiliates
(a) is or will become a “blocked person” as described in the Executive Order, the Trading With the Enemy Act or the
Foreign Assets Control Regulations or (b) engages or will engage in any dealings or transactions, or be otherwise associated,
with any such “blocked person” or in any manner violative of any such order.


 


10.19         Time
of the Essence. Time is of the essence of the Loan Documents.


 


10.20         Press
Releases.


 


(a)          Each
Credit Party executing this Agreement agrees that neither it nor its Affiliates will in the future issue any press releases or
other public disclosure using the name of the Agent, the Arranger or their respective Affiliates or referring to this Agreement
or the other Loan Documents without at least two (2) Business Days’ prior notice to the Agent and the Arranger and without
the prior written consent of the Agent and the Arranger unless (and only to the extent that) such Credit Party or Affiliate is
required to do so under Law and then, in any event, such Credit Party or Affiliate will consult with the Agent and the Arranger
before issuing such press release or other public disclosure.


 


(b)          Each
Loan Party consents to the publication by the Agent or any Lender relating to the financing transactions on the Agent or such Lender’s
internet site or in its marketing materials, press releases or published “tombstone” announcements or any announcements
on any other print or electronic medium, and each such publication may include the aggregate amount of the investment, such Lender’s
allocated investment amount, the pricing terms of the financing transaction, the identity of the Loan Parties, product photographs,
logos or trademarks owned by the Loan Parties. The Agent or such Lender shall provide a draft reasonably in advance of any advertising
material to the Borrower prior to the publication thereof; provided, however, that the Agent and any Lender shall not be required
to provide the Borrower with an advance draft of any publication or materials where the information being published in such publication
or materials may be disclosed publicly or is required to be disclosed by such party in accordance with applicable Laws or regulations.
The Agent and the Arranger reserve the right to provide to industry trade organizations information necessary and customary for
inclusion in league table measurements, including, without limitation, the facility size and pricing terms.


 


10.21         Additional
Waivers.


 


(a)          The
Obligations are the joint and several obligation of each Loan Party. To the fullest extent permitted by Law, the obligations of
each Loan Party shall not be affected by (i) the failure of any Credit Party to assert any claim or demand or to enforce or
exercise any right or remedy against any other Loan Party under the provisions of this Agreement, any other Loan Document or otherwise,
(ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement
or any other Loan Document, (iii) the failure to perfect any security interest in, or the release of, any of the Collateral
or other security held by or on behalf of the Agent or any other Credit Party, or (iv) any default, failure or delay, willful or
otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to
any extent vary the risk of any 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 all the Obligations). The obligations of each Loan Party shall
not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full
in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations,
and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity,
illegality or unenforceability of any of the Obligations or otherwise.


 






    	-105-



     


    

 


(b)          To
the fullest extent permitted by Law, each Loan Party waives any defense based on or arising out of any defense of any other Loan
Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability
of any other Loan Party, other than the indefeasible payment in full in cash of all the Obligations. The Agent and the other Credit
Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales,
accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other
accommodation with any other Loan Party, or exercise any other right or remedy available to them against any other Loan Party,
without affecting or impairing in any way the liability of any Loan Party hereunder except to the extent that all of the Obligations
have been indefeasibly paid in full in cash. Each Loan Party waives any defense arising out of any such election even though such
election operates, pursuant to Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy
of such Loan Party against any other Loan Party.


 


(c)          Upon
payment by any Loan Party of any Obligations, all rights of such Loan Party against any other Loan Party arising as a result thereof
by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior
in right of payment to the prior indefeasible payment in full in cash of all of the Obligations. In addition, any indebtedness
of any Loan Party now or hereafter held by any other Loan Party is hereby subordinated in right of payment to the prior indefeasible
payment in full of the Obligations and no Loan Party will demand, sue for or otherwise attempt to collect any such indebtedness.
If any amount shall erroneously be paid to any Loan Party on account of (i) such subrogation, contribution, reimbursement, indemnity
or similar right or (ii) any such indebtedness of any Loan Party, such amount shall be held in trust for the benefit of the Credit
Parties and shall forthwith be paid to the Agent to be credited against the payment of the Obligations, whether matured or unmatured,
in accordance with the terms of this Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Loan
Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting the Loans made to the
Borrower hereunder or other Obligations incurred directly and primarily by the Borrower (an “Accommodation Payment”),
then the Loan Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed
by, each of the other Loan Parties in an amount, for each of such other Loan Parties, equal to a fraction of such Accommodation
Payment, the numerator of which fraction is such other Loan Party’s Allocable Amount and the denominator of which is the
sum of the Allocable Amounts of all of the Loan Parties. As of any date of determination, the “Allocable Amount”
of each Loan Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against
such Loan Party hereunder without (a) rendering such Loan Party “insolvent” within the meaning of Section 101
(32) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform
Fraudulent Conveyance Act (“UFCA”), (b) leaving such Loan Party with unreasonably small capital or assets,
within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving
such Loan Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section
4 of the UFTA, or Section 5 of the UFCA.


 






    	-106-



     


    

 


(d)          Without
limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party
hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly
under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar Law of the State of California.


 


10.22         No
Strict Construction. The parties hereto have participated jointly in the negotiation and drafting
of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party
by virtue of the authorship of any provisions of this Agreement.


 


10.23         Attachments.
The exhibits, schedules and annexes attached to this Agreement are incorporated herein and shall be considered a part of this
Agreement for the purposes stated herein, except that in the event of any conflict between any of the provisions of such exhibits
and the provisions of this Agreement, the provisions of this Agreement shall prevail.


 


10.24         Electronic
Execution of Assignments and Certain Other Documents. The words “execute,” “execution,”
“signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or
other modification hereof (including waivers and consents) shall be deemed to include electronic signatures, the electronic matching
of assignment terms and contract formations on electronic platforms approved by the Agent, or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use
of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including
the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act,
or any other similar state Laws based on the Uniform Electronic Transactions Act.


 


10.25         Keepwell.
Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a security interest under the Loan
Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and
severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan
Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its
obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such
liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under
the Guaranty voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount).
The obligations and undertakings of each Qualified ECP Guarantor under this Section 10.25 shall remain in full force and
effect until the Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section 10.25
to constitute, and this Section 10.25 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell,
support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.


 


10.26         California
Judicial Reference. If any action or proceeding is filed in a court of the State of California by or against any party hereto
in connection with any of the transactions contemplated by this Agreement or any other Loan Document, (a) the court shall, and
is hereby directed to, make a general reference pursuant to California Code of Civil Procedure Section 638 to a referee (who shall
be a single active or retired judge) to hear and determine all of the issues in such action or proceeding (whether of fact or
of Law) and to report a statement of decision, provided that at the option of any party to such proceeding, any such issues
pertaining to a “provisional remedy” as defined in California Code of Civil Procedure Section 1281.8 shall be heard
and determined by the court, and (b) without limiting the generality of Section 10.04, the Borrower shall be solely responsible
to pay all fees and expenses of any referee appointed in such action or proceeding.


 






    	-107-



     


    

 


10.27         Effective
Date Assignment and Assumption.


 


(a)          SQBG
as the initial Borrower, immediately upon consummation of the MSLO Acquisition and without the action of any other Person, hereby
assigns, transfers and delegates to Sequential, all its right, title, interest, liabilities, duties and obligations in, to and
under this Agreement and the other Loan Documents solely in its capacity as the “Borrower”. Sequential hereby accepts
assignment, transfer and delegation of, and assumes, all of such SQBG’s rights, titles, interests, liabilities, duties and
obligations as in, to and under this Agreement and the other Loan Documents and covenants to perform all agreements, obligations
and covenants of the “Borrower” hereunder and thereunder, acknowledging that the Lenders and the Agent may have and
exercise, as against SQBG as the initial Borrower, all right, title, interest, powers and privileges of the Lenders and the Agent
under this Agreement and the other Loan Documents.


 


(b)          Each
party hereto acknowledges and agreed to the foregoing assignment and assumption set forth in clause (a) above.


 


10.28         Intercreditor
Agreement. Notwithstanding anything herein to the contrary, the security interest granted to
the Agent, for the benefit of the Credit Parties, pursuant to the Security Documents and the exercise of any right or remedy by
the Agent hereunder and thereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict
between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and
control. Except as specified herein, nothing contained in the Intercreditor Agreement shall be deemed to modify any of the provisions
of this Agreement, which, as among the Loan Parties and the Agent, shall remain in full force and effect.


 


10.29         Amendment
and Restatement; Agent Authorization.


 


(a)          Effective
upon satisfaction of the conditions set forth in Section 4.01, this Agreement amends, restates, supersedes and replaces the Existing
Credit Agreement in its entirety. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement and
is not, and is not intended by the parties to be, a novation of the Existing Credit Agreement. The Loan and other Obligations (as
defined in the Existing Credit Agreement) shall continue to be Loans and Obligations under this Agreement pursuant to the terms
and conditions set forth herein. Without limiting the foregoing, no Default or Event of Default existing under the Existing Credit
Agreement as of the Effective Date shall be deemed waived or cured by this amendment and restatement thereof, except to the extent
such Default or Event of Default would not otherwise be a Default or Event of Default hereunder after giving effect to the provisions
hereof. All references in the other Loan Documents and the Intercreditor Agreement to the “Credit Agreement” (or similar
term referring to the Existing Credit Agreement) shall be deemed to refer to and mean this Agreement, as the same may be further
amended, supplemented, and restated from time to time.


 


(b)          The
Agent is hereby authorized and directed by the Lenders to execute and deliver this Agreement, the Intercreditor Agreement and any
additional Loan Documents entered into in connection with the subject matter of this Agreement (including joinder agreements and
collateral documents required in connection with the assets acquired in the MSLO Acquisition and any entities joined as a Loan
Party in connection therewith), in its capacity as Agent, and, by its execution below, each of the undersigned Lenders agrees to
be bound by the terms and conditions of this Agreement, the Intercreditor Agreement and such other Loan Documents. The Agent shall
have all of the benefits, indemnities, powers, privileges, protections and rights contained in this Agreement (including, for the
avoidance of any doubt, Article IX) in connection with acting in its capacity as Agent hereunder.


 


[signature pages follow]


 




    	-108-



     


    

 


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


 


	 	BORROWER:
	 	 
	 	
        SQGB,
        Inc. (formerly known as Sequential

        Brands Group, Inc.)

	 	 
	 	By:	/s/ Gary Klein
	 	 
	 	Name: Gary Klein
	 	 
	 	Title:  Chief Financial Officer
	 	 
	 	
        SEQUENTIAL BRANDS GROUP, INC.

        (formerly known as Singer Madeline Holdings,

        Inc.)

	 	 
	 	By:	/s/ Gary Klein
	 	 
	 	Name: Gary Klein
	 	 
	 	Title:  Chief Financial Officer


 


[Signature Page to Second Amended and Restated
Credit Agreement (Sequential Brands Group, Inc.)]


 





     


     


    

 


	 	GUARANTORS:
	 	 
	 	Sequential Licensing, Inc.
	 	 
	 	By:	/s/ Gary Klein
	 	 
	 	Name: Gary Klein
	 	Title:  Chief Financial Officer
	 	 
	 	WILLIAM RAST LICENSING, LLC
	 	 
	 	By:	/s/ Gary Klein
	 	 
	 	Name: Gary Klein
	 	Title:  Chief Financial Officer
	 	 
	 	HEELING SPORTS LIMITED
	 	 
	 	By:  Heeling Management Corp., as the General Partner
	 	 
	 	By:	/s/ Gary Klein
	 	 
	 	Name: Gary Klein
	 	Title:  Chief Financial Officer
	 	 
	 	By:  Heeling Holding Corporation, as the Limited Partner
	 	 
	 	By:	/s/ Gary Klein
	 	 
	 	Name: Gary Klein
	 	Title:  Chief Financial Officer


 


[Signature Page to Second Amended and Restated
Credit Agreement (Sequential Brands Group, Inc.)]


 





    	 	S-1	 



     


    

 


	 	B®AND MATTER, LLC
	 	 
	 	By:	/s/ Gary Klein
	 	 
	 	Name: Gary Klein
	 	Title:  Chief Financial Officer
	 	 
	 	SBG Revo Holdings, LLC
	 	 
	 	By:	/s/ Gary Klein
	 	 
	 	Name: Gary Klein
	 	Title:  Chief Financial Officer
	 	 
	 	SBG FM, LLC
	 	 
	 	By:	/s/ Gary Klein
	 	 
	 	Name: Gary Klein
	 	Title:  Chief Financial Officer
	 	 
	 	SBG UNIVERSE BRANDS, LLC
	 	 
	 	By:	/s/ Gary Klein
	 	 
	 	Name: Gary Klein
	 	Title:  Chief Financial Officer


 


[Signature Page to Second Amended and Restated
Credit Agreement (Sequential Brands Group, Inc.)]


 





    	 	S-2	 



     


    

 


	 	Galaxy Brands LLC
	 	 
	 	By:	/s/ Gary Klein
	 	 
	 	Name: Gary Klein
	 	Title:  Chief Financial Officer
	 	 
	 	The Basketball Marketing Company, Inc.
	 	 
	 	By:	/s/ Gary Klein
	 	 
	 	Name: Gary Klein
	 	Title:  Chief Financial Officer
	 	 
	 	American Sporting Goods Corporation
	 	 
	 	By:	/s/ Gary Klein
	 	 
	 	Name: Gary Klein
	 	Title:  Chief Financial Officer
	 	 
	 	LNT Brands LLC
	 	 
	 	By:	/s/ Gary Klein
	 	 
	 	Name: Gary Klein
	 	Title:  Chief Financial Officer


 


[Signature Page to Second Amended and Restated
Credit Agreement (Sequential Brands Group, Inc.)]


 





    	 	S-3	 



     


    

 


	 	JOE’S HOLDINGS LLC
	 	 
	 	By:	/s/ Gary Klein
	 	 
	 	Name: Gary Klein
	 	Title:  Chief Financial Officer
	 	 
	 	
        MARTHA STEWART LIVING OMNIMEDIA,
INC.

	 	 
	 	By:	/s/ Gary Klein
	 	 
	 	Name: Gary Klein
	 	Title:  Chief Financial Officer
	 	 
	 	MARTHA STEWART, INC.
	 	 
	 	By:	/s/ Gary Klein
	 	 
	 	Name: Gary Klein
	 	Title:  Chief Financial Officer
	 	 
	 	BODY & SOUL OMNIMEDIA, INC.
	 	 
	 	By:	/s/ Gary Klein
	 	 
	 	Name: Gary Klein
	 	Title:  Chief Financial Officer


 


[Signature Page to Second Amended and Restated
Credit Agreement (Sequential Brands Group, Inc.)]


 





    	 	S-4	 



     


    

 


	 	MSLO PRODUCTIONS, INC.
	 	 
	 	By:	/s/ Gary Klein
	 	 
	 	Name: Gary Klein
	 	Title:  Chief Financial Officer
	 	 
	 	MSO IP HOLDINGS, INC.
	 	 
	 	By:	/s/ Gary Klein
	 	 
	 	Name: Gary Klein
	 	Title:  Chief Financial Officer
	 	 
	 	MSLO PRODUCTIONS – HOME, INC.
	 	 
	 	By:	/s/ Gary Klein
	 	 
	 	Name: Gary Klein
	 	Title:  Chief Financial Officer
	 	 
	 	MSLO PRODUCTIONS – EDF, INC.
	 	 
	 	By:	/s/ Gary Klein
	 	 
	 	Name: Gary Klein
	 	Title:  Chief Financial Officer


 


[Signature Page to Second Amended and Restated
Credit Agreement (Sequential Brands Group, Inc.)]


 





    	 	S-5	 



     


    

 


	 	FLOUR PRODUCTIONS, INC.
	 	 
	 	By:	/s/ Gary Klein
	 	 
	 	Name: Gary Klein
	 	Title:  Chief Financial Officer
	 	 
	 	MSLO SHARED IP SUB LLC
	 	 
	 	By:	/s/ Gary Klein
	 	 
	 	Name: Gary Klein
	 	Title:  Chief Financial Officer
	 	 
	 	MSLO EMERIL ACQUISITION SUB LLC
	 	 
	 	By:	/s/ Gary Klein
	 	 
	 	Name: Gary Klein
	 	Title:  Chief Financial Officer
	 	 
	 	EMERIL PRIMETIME MUSIC, INC.
	 	 
	 	By:	/s/ Gary Klein
	 	 
	 	Name: Gary Klein
	 	Title:  Chief Financial Officer


 


[Signature Page to Second Amended and Restated
Credit Agreement (Sequential Brands Group, Inc.)]


 





    	 	S-6	 



     


    

 


	 	EMERIL PRIMETIME PRODUCTIONS, INC.
	 	 
	 	By:	/s/ Gary Klein
	 	 
	 	Name: Gary Klein
	 	Title:  Chief Financial Officer
	 	 
	 	GOOD THING PRODUCTIONS, INC.
	 	 
	 	By:	/s/ Gary Klein
	 	 
	 	Name: Gary Klein
	 	Title:  Chief Financial Officer


 


[Signature Page to Second Amended and Restated
Credit Agreement (Sequential Brands Group, Inc.)]


 





    	 	S-7	 



     


    

 


	 	AGENT:
	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Agent 
	 	 
	 	By:	/s/ Cora Holland-Koller
	 	 
	 	Name:  Cora Holland-Koller
	 	 
	 	Title:  Banking Officer


 


[Signature Page to Second Amended and Restated
Credit Agreement (Sequential Brands Group, Inc.)]


 




    	 	S-8	 



     


    

 


	 	lenders:
	 	 
	 	LOCUST STREET FUNDING LLC
	 	By: FS Investment Corporation, as Sole Member
	 	By: GSO / Blackstone Debt Funds Management LLC, 
	 	as Sub-Adviser
	 	 
	 	DARBY CREEK LLC
	 	By: FS Investment Corporation II, as Sole Member
	 	By: GSO / Blackstone Debt Funds Management LLC,
	 	as Sub-Adviser
	 	 
	 	GREEN CREEK LLC
	 	By: FS Investment Corporation II, as Sole Member
	 	By: GSO / Blackstone Debt Funds Management LLC,
	 	as Sub-Adviser
	 	 
	 	LEHIGH RIVER LLC
	 	By: FS Investment Corporation II, as Sole Member
	 	By: GSO / Blackstone Debt Funds Management LLC,
	 	as Sub-Adviser
	 	 
	 	JUNIATA RIVER LLC
	 	By: FS Investment Corporation II, as Sole Member
	 	By: GSO / Blackstone Debt Funds Management LLC,
	 	as Sub-Adviser
	 	 
	 	DUNLAP FUNDING LLC
	 	By: FS Investment Corporation III, as Sole Member
	 	By: GSO / Blackstone Debt Funds Management LLC,
	 	as Sub-Adviser
	 	 
	 	CHESTNUT HILL FUNDING LLC
	 	By: FS Investment Corporation III, as Sole Member
	 	By: GSO / Blackstone Debt Funds Management LLC,
	 	as Sub-Adviser
	 	 
	 	GERMANTOWN FUNDING LLC
	 	By: FS Investment Corporation III, as Sole Member
	 	By: GSO / Blackstone Debt Funds Management LLC,
	 	as Sub-Adviser
	 	 
	 	FS INVESTMENT CORPORATION
	 	By: GSO / Blackstone Debt Funds Management LLC,
	 	as Sub-Adviser


 


	 	FS INVESTMENT CORPORATION III
	 	By: GSO / Blackstone Debt Funds Management LLC,
	 	as Sub-Adviser
	 	 
	 	By:	/s/ Marisa Beeney
	 	Name: Marisa Beeney
	 	Title: Authorized Signatory


 


[Signature Page to Second Amended and Restated
Credit Agreement (Sequential Brands Group, Inc.)]


 



    	 	S-9