Exhibit 10.1


 


[Execution]


 


AMENDMENT NO. 4 TO CREDIT AGREEMENT


 


AMENDMENT NO. 4 TO CREDIT
AGREEMENT, dated December 8, 2022 (this “Amendment No. 4”), by and among WELLS FARGO BANK, NATIONAL ASSOCIATION,
a national banking association, in its capacity as agent pursuant to the Credit Agreement (as hereinafter defined) acting for and on behalf
of the parties thereto as lenders (in such capacity, “Agent”), the parties to the Credit Agreement as lenders (individually,
each a “Lender” and collectively, “Lenders”), TESSCO INCORPORATED, a Delaware corporation (“Tessco”),
GW SERVICE SOLUTIONS, INC., a Delaware corporation (“GW”), TESSCO SERVICE SOLUTIONS, INC., a Delaware corporation
(“Service”), and TCPM, INC., a Delaware corporation (“TCPM”, and together with TESSCO, GW,
SERVICE and any other Person that becomes a Borrower under the Credit Agreement, each individually a “Borrower”, and
collectively, the “Borrowers”), TESSCO TECHNOLOGIES INCORPORATED, a Delaware corporation (“Parent”),
TESSCO BUSINESS SERVICES, LLC, a Delaware limited liability company (“TBS”), TESSCO INTEGRATED SOLUTIONS, LLC, a Delaware
limited liability company (“TIS”), TESSCO COMMUNICATIONS INCORPORATED, a Delaware corporation (“TCI”),
TESSCO FINANCIAL CORPORATION, a Delaware corporation (“TFC”), and WIRELESS SOLUTIONS INCORPORATED, a Maryland corporation
(“WSI”, and together Parent, TBS, TIS, TCI, TFC and any other Person that becomes a Guarantor under the Credit Agreement,
each a “Guarantor” collectively “Guarantors”).


 


W I T N E S S E T H:


 


WHEREAS, Agent, Lenders, Borrowers
and Guarantors have entered into financing arrangements pursuant to which Lenders (or Agent on behalf of Lenders) may make loans and advances
and provide other financial accommodations to Borrowers as set forth in the Credit Agreement, dated October 29, 2020, by and among
Agent, Lenders and Borrowers, as amended by Amendment No. 1 to Credit Agreement, dated July 12, 2021, Amendment No. 2 to
Credit Agreement, dated December 29, 2021 and Amendment No. 3 to Credit Agreement and Amendment No. 1 to Guaranty and Security
Agreement, dated January 5, 2022 (as the same now exists, the “Existing Credit Agreement” and the Existing Credit
Agreement, as amended and supplemented pursuant hereto and as may hereafter be further amended, modified, supplemented, extended, refinanced,
renewed, restated or replaced, the “Credit Agreement”) and the other Loan Documents;


 


WHEREAS, Borrowers, Guarantors,
Agent and Lenders have agreed to amend the Existing Credit Agreement and replace it in its entirety in the form of Exhibit A to this
Amendment No. 4 pursuant to the terms and conditions of this Amendment No. 4; and


 


WHEREAS, by this Amendment
No. 4, Agent, Lenders, Borrowers and Guarantors desire and intend to evidence such amendments.


 






     


     


    

 


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


 


1.            Interpretation.
All capitalized terms used and not otherwise defined herein shall have their respective meanings as set forth in the Credit Agreement,
as amended by this Amendment No. 4.


 


2.            Amendment
of Credit Agreement.


 


(a)            The
Existing Credit Agreement is hereby amended to read in its entirety as set forth in Exhibit A hereto (the “Amended Credit Agreement”).
Schedule C-1 to the Credit Agreement (Commitments) is hereby amended and restated in its entirety as set forth in Exhibit B
hereto, and Exhibit L-1 to the Credit Agreement (Form of LIBOR Notice) is hereby amended and restated in its entirety
with Exhibit S-1 (Form of Term SOFR Notice) as set forth in Exhibit C hereto. All other schedules and exhibits
to the Credit Agreement, as in effect immediately prior to the date of this Amendment No. 4, shall constitute schedules and exhibits
to the Credit Agreement, except that those schedules and exhibits which are attached to the Amended Credit Agreement shall constitute
those respective schedules and exhibits after the date of this Amendment No. 4. Each reference in the Credit Agreement to “this
Agreement,” “hereunder,” “hereof,” “herein” or words of similar import, and each reference in
the other Loan Documents to the “Credit Agreement” (including, without limitation, by means of words such as “thereunder”
or “thereof” and words of similar import), shall mean and be a reference to the Credit Agreement as amended herein as reflected
by the Amended Credit Agreement. Agent, each of the Lenders signatory hereto, each Borrower and each Guarantor consent to the amendment
of the Credit Agreement pursuant to this Amendment No. 4.


 


(b)            Notwithstanding
anything to the contrary contained in the Credit Agreement or the other Loan Documents, (i) effective as of the date of Amendment
No. 4, the commitment of each Lender to make LIBOR Rate Loans (as defined in the Existing Credit Agreement as in effect immediately
prior to the date of Amendment No. 4), continue LIBOR Rate Loans as such, or convert Base Rate Loans to LIBOR Rate Loans shall be
cancelled, and (ii) any outstanding LIBOR Rate Loans shall automatically be converted to SOFR Rate Loans as of the date of Amendment
No. 4 (without the requirement to pay any breakage or similar fees with respect to such conversions).


 


3.            Amendment
Fee. In consideration of the amendments set forth herein, Borrowers shall on the date hereof, pay to Agent, for the account of Lenders,
or Agent, at its option, may charge the loan account of Borrowers maintained by Agent, an amendment fee in the amount of $150,000, which
fee is fully earned and payable as of the date hereof and shall constitute part of the Obligations.


 


4.            Representations
and Warranties. Each Borrower and each Guarantor represents and warrants with and to Agent and Lenders as follows, which representations
and warranties shall survive the execution and delivery hereof:


 


(a)            no
Default or Event of Default exists or has occurred and is continuing as of the date of this Amendment No. 4;


 


(b)            this
Amendment No. 4 and each other agreement to be executed and delivered by Borrowers and Guarantors in connection herewith (collectively,
together with this Amendment No. 4, the “Amendment No. 4 Documents”) has been duly authorized, executed and
delivered by all necessary corporate or limited liability company action on the part of each Borrower and each Guarantor which is a party
hereto and, if necessary, its equity holders and is in full force and effect as of the date hereof and the agreements and obligations
of each Borrower and each Guarantor contained herein and therein constitute legal, valid and binding obligations of each Borrower and
each Guarantor, enforceable against each Borrower and each Guarantor in accordance with their terms, except as enforceability is limited
by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’
rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion
of the court before which any proceeding therefor may be brought;


 






    2 


     


    

 


(c)            the
execution, delivery and performance of each Amendment No. 4 Document (i) are all within each Borrower’s and each Guarantor’s
corporate or limited liability company powers and (ii) are not (A) in violation of any provision of federal, state or local
law or regulation applicable to any Borrower or any Guarantor or the Governing Documents of any Borrower or any Guarantor, where any such
violation could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (B) conflict with,
result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract of any Borrower
or any Guarantor, where any such conflict, breach or default could, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect; and


 


(d)            all
of the representations and warranties set forth in the Credit Agreement and the other Loan Documents, each as amended hereby, are true
and correct in all material respects on and as of the date hereof, as if made on the date hereof, except to the extent any such representation
or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material
respects as of such date.


 


5.            Conditions
Precedent. The amendments contained herein shall only be effective upon the satisfaction of each of the following conditions precedent
in a manner satisfactory to Agent:


 


(a)            Agent
shall have received counterparts of this Amendment No. 4, duly authorized, executed and delivered by Borrowers, Guarantors and the
Lenders;


 


(b)            Agent
shall have received a certificate from the Secretary of each Loan Party (i) attesting to the resolutions of such Loan Party’s
board of directors authorizing its execution, delivery, and performance of the Amendment No. 4 Documents to which it is a party,
(ii) authorizing specific officers of such Loan Party to execute the same, (iii) attesting to the incumbency and signatures
of such specific officers of such Loan Party, and (iv) attaching true, correct and complete copies of the certificate or articles
of incorporation or formation, by-laws, or other organizational documents of such Loan Party (or certifying no changes since the date
last delivered to Agent);


 


(c)            Agent
shall have received, with respect to the Hunt Valley Mortgage, each in form and substance satisfactory to Agent, an executed mortgage
modification, related title policy endorsements and items and such other items required by Agent as a result of the terms of Amendment
No. 4 in order to maintain its first lien perfected security interests in the Real Property covered by the Hunt Valley Mortgage;


 


(d)            Agent
shall have received in immediately available funds (or Agent has charged the loan account of Borrowers) the full amount of the fee referred
to in Section 3 hereof;


 


(e)            Agent
shall have received internal Flood Disaster Prevention Act approval; and


 


(f)            no
Default or Event of Default shall exist or have occurred and be continuing, as of the date of Amendment No. 4.


 






    3 


     


    

 


6.            Effect
of this Amendment. Except as expressly set forth herein, no other amendments, changes or modifications to the Loan Documents are intended
or implied, and in all other respects the Loan Documents are hereby specifically ratified, restated and confirmed by all parties hereto
as of the effective date hereof and Borrowers shall not be entitled to any other or further amendment by virtue of the provisions of this
Amendment No. 4 or with respect to the subject matter of this Amendment No. 4. To the extent of conflict between the terms of
this Amendment No. 4 and the other Loan Documents, the terms of this Amendment No. 4 shall control. The Credit Agreement and
this Amendment No. 4 shall be read and construed as one agreement.


 


7.            Governing
Law. The validity, interpretation and enforcement of this Amendment No. 4 and any dispute arising out of the relationship between
the parties hereto whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but
excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction
other than the laws of the State of New York.


 


8.            Binding
Effect. This Amendment No. 4 shall be binding upon and inure to the benefit of each of the parties hereto and their respective
successors and assigns.


 


9.            Entire
Agreement. This Amendment No. 4 represents the entire agreement and understanding concerning the subject matter hereof among
the parties hereto, and supersedes all other prior agreements, understandings, negotiations and discussions, representations, warranties,
commitments, proposals, offers and contracts concerning the subject matter hereof, whether oral or written.


 


10.            Headings.
The headings listed herein are for convenience only and do not constitute matters to be construed in interpreting this Amendment No. 4.


 


11.            Counterparts.
This Amendment No. 4, any documents executed in connection herewith and any notices delivered under this Amendment No. 4, may
be executed by means of (i) an electronic signature that complies with the federal Electronic Signatures in Global and National Commerce
Act, state enactments of the Uniform Electronic Transactions Act, or any other relevant and applicable electronic signatures law; (ii) an
original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned,
or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original
manual signature. Agent reserves the right, in its sole discretion, to accept, deny, or condition acceptance of any electronic signature
on this Amendment No. 4 or on any notice delivered to Agent under this Amendment No. 4. This Amendment No. 4 and any notices
delivered under this Amendment No. 4 may be executed in any number of counterparts, each of which shall be deemed to be an original,
but such counterparts shall, together, constitute only one instrument. Delivery of an executed counterpart of a signature page of
this Amendment No. 4 and any notices as set forth herein will be as effective as delivery of a manually executed counterpart of this
Amendment No. 4 or notice.


 


[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


 






    4 


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Amendment No. 4 to be duly executed and delivered by their authorized officers as of the day and year first
above written.


 


	WELLS FARGO BANK, NATIONAL	 
	ASSOCIATION, as Agent and a Lender	 
	 	 
	By:	/s/ Lynn Fiore	 
	Name:	Lynn Fiore	 
	Title:	Vice President	 



 






     


     


    

 


	 	BORROWERS:
	 	 
	 	TESSCO INCORPORATED
	 	 
	 	By:	/s/ Aric Spitulnik
	 	Name:	Aric Spitulnik
	 	Title: 	Chief Financial Officer
	 	 
	 	GW SERVICE SOLUTIONS, INC.
	 	 
	 	By: 	/s/ Aric Spitulnik
	 	Name:	Aric Spitulnik
	 	Title: 	Chief Financial Officer
	 	 
	 	TESSCO SERVICE SOLUTIONS, INC.
	 	 
	 	By:	/s/ Aric Spitulnik
	 	Name:	Aric Spitulnik
	 	Title:	Chief Financial Officer
	 	 
	 	TCPM, INC.
	 	 
	 	By:	/s/ Aric Spitulnik
	 	Name:	Aric Spitulnik
	 	Title:	Chief Financial Officer
	 	 
	 	GUARANTORS:
	 	 
	 	TESSCO TECHNOLOGIES INCORPORATED
	 	 
	 	By:	/s/ Aric Spitulnik
	 	Name:	Aric Spitulnik
	 	Title: 	Chief Financial Officer



 






     


     


    

 


	 	TESSCO BUSINESS SERVICES, LLC
	 	 
	 	By: 	/s/ Aric Spitulnik
	 	Name:	Aric Spitulnik
	 	Title: 	Chief Financial Officer
	 	 
	 	TESSCO INTEGRATED SOLUTIONS, LLC
	 	 
	 	By:	/s/ Aric Spitulnik
	 	Name:	Aric Spitulnik
	 	Title: 	Chief Financial Officer
	 	 
	 	TESSCO COMMUNICATIONS INCORPORATED
	 	 
	 	By:	/s/ Aric Spitulnik
	 	Name:	Aric Spitulnik
	 	Title: 	Chief Financial Officer
	 	 
	 	TESSCO FINANCIAL CORPORATION
	 	 
	 	By: 	/s/ Aric Spitulnik
	 	Name:	Aric Spitulnik
	 	Title:	Chief Financial Officer
	 	 
	 	WIRELESS SOLUTIONS INCORPORATED
	 	 
	 	By:	/s/ Aric Spitulnik
	 	Name:	Aric Spitulnik
	 	Title: 	Chief Financial Officer



 






     


     


    

 



 


Exhibit A

to

Amendment No. 4 to Credit Agreement


 


See attached.


 






     


     


    

 


[Execution]


 


Exhibit A


to


Amendment No. 4 to
Credit Agreement  


 





 



 


	 	CREDIT
    AGREEMENT

     

    by
    and among

     

    WELLS
    FARGO BANK, NATIONAL ASSOCIATION,
	 




 


as Administrative Agent,


 


THE LENDERS THAT ARE PARTIES HERETO


 


as the Lenders,


 


TESSCO TECHNOLOGIES INCORPORATED,


 


as Parent,


 


TESSCO INCORPORATED,

GW SERVICE SOLUTIONS, INC.


TESSCO SERVICE SOLUTIONS, INC., and


TCPM, INC.,


 


as Borrowers


 


Dated as of October 29,
2020
 as amended through December 8, 2022 .  



 





 



 






     


     


    

 


Table
of Contents


 


Page


 


Table of Contents


 


Page


 


	1.	DEFINITIONS AND CONSTRUCTION	1






	1.1	Definitions	1
	1.2	Accounting Terms	50
	1.3	Code	50
	1.4	Construction	51
	1.5	Time References	51
	1.6	Schedules and Exhibits	51
	1.7	Divisions	51
	1.8	Rates	52






	2.	LOANS AND TERMS OF PAYMENT	52






	2.1	Revolving Loans	52
	2.2	[Reserved]	53
	2.3	Borrowing Procedures and Settlements	53
	2.4	Payments; Reductions of Commitments; Prepayments	59
	2.5	Promise to Pay; Promissory Notes	64
	2.6	Interest Rates and Letter of Credit Fee:  Rates, Payments, and Calculations	65
	2.7	Crediting Payments	67
	2.8	Designated Account	67
	2.9	Maintenance of Loan Account; Statements of Obligations	67
	2.10	Fees	67
	2.11	Letters of Credit	68
	2.12	Term SOFR Option	76
	2.13	Capital Requirements	80
	2.14	Incremental Facilities	81
	2.15	Joint and Several Liability of Borrowers	83
	2.16	[Reserved]	85
	2.17	[Reserved]	85






	3.	CONDITIONS; TERM OF AGREEMENT	85






	3.1	Conditions Precedent to the Initial Extension of Credit	85



 






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Table
of Contents


 


(continued)



 


Page


 


	3.2	Conditions Precedent to all Extensions of Credit	86
	3.3	Maturity	86
	3.4	Effect of Maturity	86
	3.5	Early Termination by Borrowers	86
	3.6	Conditions Subsequent	87






	4.	REPRESENTATIONS AND WARRANTIES	87






	4.1	Due Organization and Qualification; Subsidiaries	87
	4.2	Due Authorization; No Conflict	88
	4.3	Governmental Consents	88
	4.4	Binding Obligations; Perfected Liens	88
	4.5	Title to Assets; No Encumbrances	88
	4.6	Litigation	89
	4.7	Compliance with Laws	89
	4.8	No Material Adverse Effect	89
	4.9	Solvency	89
	4.10	Employee Benefits	89
	4.11	Environmental Condition	90
	4.12	Complete Disclosure	90
	4.13	Patriot Act	90
	4.14	Indebtedness	90
	4.15	Payment of Taxes	91
	4.16	Margin Stock	91
	4.17	Governmental Regulation	91
	4.18	OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws	91
	4.19	Employee and Labor Matters	91
	4.20	Parent as a Holding Company	92
	4.21	Leases	92
	4.22	Eligible Accounts	92
	4.23	Eligible Inventory	92
	4.24	Material Contracts	92
	4.25	Location of Inventory	93



 






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Table
of Contents


 


(continued)



 


Page



 


	4.26	Inventory Records	93
	4.27	Hedge Agreements	93
	4.28	Reno SPE	93






	5.	AFFIRMATIVE COVENANTS	93






	5.1	Financial Statements, Reports, Certificates	93
	5.2	Reporting	94
	5.3	Existence	94
	5.4	Maintenance of Properties	94
	5.5	Taxes	94
	5.6	Insurance	94
	5.7	Inspection	95
	5.8	Compliance with Laws	95
	5.9	Environmental	96
	5.10	Disclosure Updates	96
	5.11	Formation of Subsidiaries	96
	5.12	Further Assurances	97
	5.13	Lender Meetings	97
	5.14	Location of Inventory; Chief Executive Office	97
	5.15	OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws	98
	5.16	Material Contracts	98
	5.17	Cash Management System	98






	6.	NEGATIVE COVENANTS	98






	6.1	Indebtedness	98
	6.2	Liens	98
	6.3	Restrictions on Fundamental Changes	98
	6.4	Disposal of Assets	99
	6.5	Nature of Business	99
	6.6	Prepayments and Amendments	99
	6.7	Restricted Payments	100
	6.8	Accounting Methods	101
	6.9	Investments	101



 






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Table
of Contents


 


(continued)



 


Page



 


	6.10	Transactions with Affiliates	101
	6.11	Use of Proceeds	101
	6.12	[Reserved]	102
	6.13	Inventory with Bailees	102
	6.14	Parent as Holding Company	102
	6.15	Change of Control	102






	7.	FINANCIAL COVENANT	102






	7.1	Fixed Charge Coverage Ratio	102






	8.	EVENTS OF DEFAULT	102






	8.1	Payments	102
	8.2	Covenants.  If any Loan Party or any of its Subsidiaries:	102
	8.3	Judgments	103
	8.4	Voluntary Bankruptcy, etc.	103
	8.5	Involuntary Bankruptcy, etc.	103
	8.6	Default Under Other Agreements	103
	8.7	Representations, etc.	103
	8.8	Guaranty	104
	8.9	Security Documents	104
	8.10	Loan Documents	104
	8.11	Change of Control	104






	9.	RIGHTS AND REMEDIES	104






	9.1	Rights and Remedies	104
	9.2	Remedies Cumulative	105
	9.3	Curative Equity	105






	10.	WAIVERS; INDEMNIFICATION	106






	10.1	Demand; Protest; etc.	106
	10.2	The Lender Group’s Liability for Collateral	106
	10.3	Indemnification	107






	11.	NOTICES	108
	12.	CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE PROVISION	109
	13.	ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS	110



 






    -iv-


     


    

 


Table
of Contents


 


(continued)



 


Page



 


	13.1	Assignments and Participations	110
	13.2	Successors	113






	14.	AMENDMENTS; WAIVERS	113






	14.1	Amendments and Waivers	113
	14.2	Replacement of Certain Lenders	115
	14.3	No Waivers; Cumulative Remedies	116






	15.	AGENT; THE LENDER GROUP	116






	15.1	Appointment and Authorization of Agent	116
	15.2	Delegation of Duties	117
	15.3	Liability of Agent	117
	15.4	Reliance by Agent	117
	15.5	Notice of Default or Event of Default	118
	15.6	Credit Decision	118
	15.7	Costs and Expenses; Indemnification	119
	15.8	Agent in Individual Capacity	119
	15.9	Successor Agent	119
	15.10	Lender in Individual Capacity	120
	15.11	Collateral Matters	120
	15.12	Restrictions on Actions by Lenders; Sharing of Payments	121
	15.13	Agency for Perfection	121
	15.14	Payments by Agent to the Lenders	122
	15.15	Concerning the Collateral and Related Loan Documents	122
	15.16	Field Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information	122
	15.17	Several Obligations; No Liability	123






	16.	TAXES	123






	16.1	Payments	123
	16.2	Exemptions	124
	16.3	Reductions	125
	16.4	Refunds	126






	17.	GENERAL PROVISIONS	126






	17.1	Effectiveness	126



 






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Table
of Contents


 


(continued)



 


Page



 


	17.2	Section Headings	126
	17.3	Interpretation	126
	17.4	Severability of Provisions	126
	17.5	Bank Product Providers	127
	17.6	Debtor-Creditor Relationship	127
	17.7	Counterparts; Electronic Execution	127
	17.8	Revival and Reinstatement of Obligations; Certain Waivers	128
	17.9	Confidentiality	128
	17.10	Survival	130
	17.11	Patriot Act; Due Diligence	130
	17.12	Integration	130
	17.13	Administrative Borrower as Agent for Borrowers	131
	17.14	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	131
	17.15	Acknowledgement Regarding Any Supported QFCs	132
	17.16	Erroneous Payments	132



 






    -vi-


     


    

 


EXHIBITS AND SCHEDULES


 


	Exhibit A-1	Form of Assignment and Acceptance
	Exhibit B-1	Form of Borrowing Base Certificate
	Exhibit C-1	Form of Compliance Certificate
	Exhibit J-1	Form of Joinder
	Exhibit P-1	Form of Perfection Certificate
	Exhibit S-1	Form of Term SOFR Notice



 


	Schedule A-1	Agent’s Account
	Schedule A-2	Authorized Persons
	Schedule C-1	Commitments
	Schedule D-1	Designated Account
	Schedule P-1	Permitted Investments
	Schedule P-2	Permitted Liens
	Schedule 3.1	Conditions Precedent
	Schedule 3.6	Conditions Subsequent
	Schedule 4.1(b)	Capitalization of Borrowers
	Schedule 4.1(c)	Capitalization of Borrowers’ Subsidiaries
	Schedule 4.1(d)	Subscriptions, Options, Warrants, Calls
	Schedule 4.6(b)	Litigation
	Schedule 4.11	Environmental Matters
	Schedule 4.14	Permitted Indebtedness
	Schedule 4.24	Material Contracts
	Schedule 4.25	Location of Inventory
	Schedule 5.1	Financial Statements, Reports, Certificates
	Schedule 5.2	Collateral Reporting
	Schedule 6.5	Nature of Business



 






    -vii-


     


    

 


CREDIT AGREEMENT


 


THIS CREDIT AGREEMENT,
is entered into as of October 29, 2020 by and among the lenders identified on the signature pages hereof (each of such lenders,
together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter
further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member
of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”),
TESSCO TECHNOLOGIES, INCORPORATED, a Delaware corporation (“Parent”), TESSCO INCORPORATED, a Delaware
corporation (“Tessco”), GW SERVICE SOLUTIONS, INC., a Delaware corporation (“GW”),
TESSCO SERVICE SOLUTIONS, INC., a Delaware corporation (“Service”) and TCPM, INC., a Delaware
corporation (“TCPM”; together with TESSCO, GW, SERVICE and and those additional Persons that are joined as a party hereto
by executing the form of Joinder attached hereto as Exhibit J-1 (each, a “Borrower” and individually and
collectively, jointly and severally, the “Borrowers”).


 


The parties agree as follows:


 


1.            DEFINITIONS
AND CONSTRUCTION.


 


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


 


“Acceptable Appraisal”
means, with respect to an appraisal of Inventory the most recent appraisal of such property received by Agent (a) from an appraisal
company satisfactory to Agent, (b) the scope and methodology (including, to the extent relevant, any sampling procedure employed
by such appraisal company) of which are satisfactory to Agent, and (c) the results of which are satisfactory to Agent, in each case,
in Agent's Permitted Discretion.


 


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


 


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


 


“Account Party”
has the meaning specified therefor in Section 2.11(h) of this Agreement.


 


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


 


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


 


“Acquisition”
means (a) the purchase or other acquisition by a Person or its Subsidiaries of all or substantially all of the assets of (or any
division or business line of) any other Person, or (b) the purchase or other acquisition (whether by means of a merger, consolidation,
or otherwise) by a Person or its Subsidiaries of the Equity Interests of any Person pursuant to which such other Person shall become
a Subsidiary of the Parent.


 






     


     


    

 


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


 


“Adjusted Daily Simple
SOFR” means, for any day (a “Simple SOFR Rate Day”), a rate per annum equal to the greater of (a) the
sum of (i) SOFR for the day (such day, a “Simple SOFR Determination Day”) that is (x) with respect to a
Swing Loan, two (2) U.S. Government Securities Business Days or (y) otherwise, five (5) U.S. Government Securities Business
Days prior to (A) if such Simple SOFR Rate Day is a U.S. Government Securities Business Day, such Simple SOFR Rate Day or (B) if
such Simple SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding
such Simple SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website;
provided that if by 5:00 p.m. on the second (2nd) U.S. Government Securities Business Day immediately following any Simple
SOFR Determination Day, SOFR in respect of such Simple SOFR Determination Day has not been published on the SOFR Administrator’s
Website and a Benchmark Replacement Date with respect to Adjusted Daily Simple SOFR has not occurred, then SOFR for such Simple SOFR
Determination Day will be SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such
SOFR was published on the SOFR Administrator’s Website; provided further that SOFR as determined pursuant to this proviso
shall be utilized for purposes of calculation of Adjusted Daily Simple SOFR for no more than three (3) consecutive Simple SOFR Rate
Days and (ii) the Simple SOFR Adjustment and (b) the Floor. Any change in Adjusted Daily Simple SOFR due to a change in SOFR
shall be effective from and including the effective date of such change in SOFR without notice to any Borrower.


 


“Adjusted Term SOFR”
means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR
Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall
be deemed to be the Floor.


 


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


 


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


 


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


 


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


 


“Affiliate”
means, as applied to any Person, any other Person who controls, is controlled by, or is under common control with, such Person. For purposes
of this definition, “control” means the possession, directly or indirectly through one or more intermediaries, of the power
to direct the management and policies of a Person, whether through the ownership of Equity Interests, by contract, or otherwise; provided,
that for purposes of the definition of Eligible Accounts and Section 6.10 of this Agreement: (a) if any Person owns
directly or indirectly 10% or more of the Equity Interests having ordinary voting power for the election of directors or other members
of the governing body of a Person or 10% or more of the partnership or other ownership interests of a Person (other than as a limited
partner of such Person), then both such Persons shall be Affiliates of each other, (b) each director (or comparable manager) of
a Person shall be deemed to be an Affiliate of such Person, and (c) each partnership in which a Person is a general partner shall
be deemed an Affiliate of such Person.


 






    -2-


     


    

 


“Aged Inventory Cap”
means (a) for the period from the date of Amendment No. 3 through and including February 28, 2022, $3,500,000, (b) for
the period from March 1, 2022 through and including May 31, 2022, $3,000,000, (c) for the period from June 1, 2022
through and including August 31, 2022, $2,750,000, (d) for the period from September 1, 2022 through and including November 30,
2022, $2,500,000, (e) for the period from December 1, 2022 through and including March 31, 2023, $2,250,000 and (f) from
April 1, 2023 and at all times thereafter, $2,000,000.


 


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


 


“Agent Assignee”
has the meaning specified therefor in Section 17.16 of this Agreement.


 


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


 


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


 


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


 


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


 


“Amendment No. 1”
means Amendment No. 1 to Credit Agreement, dated July 12, 2021, by and among Agent, Lenders, Borrowers and Guarantors, as the
same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.


 


“Amendment No. 2”
means Amendment No. 2 to Credit Agreement and Consent, dated December 29, 2021, by and among Agent, Lenders, Borrowers and
Guarantors, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.


 


“Amendment No. 3”
means Amendment No. 3 to Credit Agreement, dated January 5, 2022, by and among Agent, Lenders, Borrowers and Guarantors, as
the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.


 


“Amendment No. 4”
means Amendment No. 4 to Credit Agreement and Consent, dated December 8, 2022, by and among Agent, Lenders, Borrowers and Guarantors,
as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.


 


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


 


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


 






    -3-


     


    

 


“Applicable Margin” means,
as of any date of determination and with respect to Base Rate Loans and SOFR Loans, the applicable percentage (on a per annum basis)
set forth below based on the Quarterly Average Excess Availability for the most recently ended calendar month:


 


	Tier	 	 	Quarterly Average
 Excess Availability	 	Applicable Margin for
 SOFR Loans	 	 	Applicable Margin
 for Base Rate Loans	 
	1	 	 	Greater than 30% of the Maximum Revolver Amount	 	 	1.75	%	 	 	0.75	%
	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	 	Greater than or equal to 20% of the Maximum Revolver Amount but less than or equal to 30% of the Maximum Revolver Amount	 	 	2.00	%	 	 	1.00	%
	 	 	 	 	 	 	 	 	 	 	 	 
	3.	 	 	Less than 20% of the Maximum Revolver Amount	 	 	2.25	%	 	 	1.25	%



 


provided, that,
(i) notwithstanding anything to the contrary contained herein, the Applicable Margin through the Applicable Margin Toggle Date shall
be the amount for Tier 3 set forth above, (ii) on and after the Applicable Margin Toggle Date, the Applicable Margin shall be calculated
and established once every calendar quarter (commencing on the first day of the calendar quarter after the Applicable Margin Toggle Date
for the immediately preceding calendar quarter) and shall remain in effect until adjusted for the next calendar quarter, (iii) each
adjustment of the Applicable Margin shall be effective as of the first day of each such calendar quarter based on the Quarterly Average
Excess Availability for the immediately preceding calendar quarter and (iv) in the event that Borrower fails to provide any Borrowing
Base Certificate or other information with respect thereto for any period on the date required hereunder, effective as of the date on
which such Borrowing Base Certificate or other information was otherwise required, at Agent’s option, the Applicable Margin shall
be based on the highest rate above until the next Business Day after a Borrowing Base Certificate or other information is provided for
the applicable period at which time the Applicable Margin shall be adjusted as otherwise provided herein. In the event that at any time
after the end of any fiscal quarter the Quarterly Average Excess Availability for such calendar quarter used for the determination of
the Applicable Margin was greater than the actual amount of the Quarterly Average Excess Availability for such calendar quarter as a
result of the inaccuracy of information provided by or on behalf of Borrowers to Agent for the calculation of Excess Availability, the
Applicable Margin for such period shall be adjusted to the applicable percentage based on such actual Quarterly Average Excess Availability
and any additional interest for the applicable period as a result of such recalculation shall be promptly paid to Agent. The foregoing
shall not be construed to limit the rights of Agent or Lenders with respect to the amount of interest payable after a Default or Event
of Default whether based on such recalculated percentage or otherwise. The Quarterly Average Excess Availability in connection with this
definition of Applicable Margin shall be calculated without giving effect to the Availability Block.


 


“Applicable Margin
Toggle Date” means the later of (a) December 31, 2023 and (b) the first month after the date of Amendment No. 4
that the Fixed Charge Coverage Ratio for the immediately preceding twelve (12) consecutive month period for which Agent has received
financial statements shall be not less than 1.00 to 1.00


 






    -4-


     


    

 


“Applicable Unused
Line Fee Percentage” means, as of any date of determination, the applicable percentage set forth in the following table that
corresponds to the Average Revolver Usage of Borrowers for the most recently completed quarter as determined by Agent in its Permitted
Discretion; provided, that, any time an Event of Default has occurred and is continuing, the Applicable Unused Line Fee
Percentage shall be set at the margin in the row styled “Level II”:


 


	Level	Average
    Revolver Usage 	Applicable
    Unused Line Fee Percentage
	I	>
    50% of the Maximum Revolver Amount	0.25
    percentage points
	II	≤
    50% of the Maximum Revolver Amount	0.50
    percentage points


 


The Applicable Unused Line
Fee Percentage shall be re-determined on the first date of each calendar quarter by Agent, commencing on January 1, 2023 for the
quarter ending December 31, 2022.


 


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


 


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


 


“Assignment and Acceptance”
means an Assignment and Acceptance Agreement substantially in the form of Exhibit A-1 to this Agreement.


 


“Authorized Person”
means any one of the individuals identified as an officer of a Borrower on Schedule A-2 to this Agreement, or any other individual
identified by Administrative Borrower as an authorized person and authenticated through Agent’s electronic platform or portal in
accordance with its procedures for such authentication.


 


“Availability”
means, as of any date of determination, the amount that Borrowers are entitled to borrow as Revolving Loans under Section 2.1
of this Agreement (after giving effect to the then outstanding Revolver Usage); provided, that, notwithstanding anything
to the contrary set forth in this Credit Agreement, at all times, Availability shall be reduced by the amount of the Availability Block.


 


“Availability Block”
means $10,000,000 at all times.


 


“Available Increase
Amount” means, as of any date of determination, an amount equal to the result of (a) $50,000,000, minus (b) the aggregate
principal amount of Increases to the Revolver Commitments previously made pursuant to Section 2.14 of this Agreement.


 


“Available Tenor”
means, as of any date of determination and with respect to any then-current Benchmark, as applicable, if such Benchmark is a term rate,
any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an Interest Period pursuant
to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from
the definition of “Interest Period” pursuant to Section 2.12(d)(iii)(D).


 






    -5-


     


    

 


“Average Revolver
Usage” means, with respect to any period, the sum of the aggregate amount of Revolver Usage for each day in such period (calculated
as of the end of each respective day) divided by the number of days in such period.


 


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


 


“Bail-In Legislation”
means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament
and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from
time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom. Part 1 of
the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United
Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates
(other than through liquidation, administration or other insolvency proceedings).


 


“Bank Product”
means any one or more of the following financial products or accommodations extended to any Loan Party or any of its Subsidiaries by
a Bank Product Provider: (a) credit cards (including commercial cards (including so-called “purchase cards”, “procurement
cards” or “p-cards”)), (b) payment card processing services, (c) debit cards, (d) stored value cards,
(e) Cash Management Services, or (f) transactions under Hedge Agreements.


 


“Bank Product Agreements”
means those agreements entered into from time to time by any Loan Party or any of its Subsidiaries with a Bank Product Provider in connection
with the obtaining of any of the Bank Products.


 


“Bank Product Collateralization”
means providing cash collateral (pursuant to documentation reasonably satisfactory to Agent) to be held by Agent for the benefit of the
Bank Product Providers (other than the Hedge Providers) in an amount determined by Agent as sufficient to satisfy the reasonably estimated
credit exposure, operational risk or processing risk with respect to the then existing Bank Product Obligations (other than Hedge Obligations).


 


“Bank Product Obligations”
means (a) all obligations, liabilities, reimbursement obligations, fees, or expenses owing by each Loan Party and its Subsidiaries
to any Bank Product Provider pursuant to or evidenced by a Bank Product Agreement and irrespective of whether for the payment of money,
whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, (b) all Hedge Obligations,
and (c) all amounts that Agent or any Lender is obligated to pay to a Bank Product Provider as a result of Agent or such Lender
purchasing participations from, or executing guarantees or indemnities or reimbursement obligations to, a Bank Product Provider with
respect to the Bank Products provided by such Bank Product Provider to a Loan Party or its Subsidiaries.


 


“Bank Product Provider”
means Wells Fargo or any of its Affiliates, including each of the foregoing in its capacity, if applicable, as a Hedge Provider.


 


“Bank Product Reserves”
means, as of any date of determination, those reserves that Agent deems necessary or appropriate to establish (based upon the Bank Product
Providers’ determination of the liabilities and obligations of each Loan Party and its Subsidiaries in respect of Bank Product
Obligations) in respect of Bank Products then provided or outstanding.


 


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


 






    -6-


     


    

 


“Base Rate”
means, for any day, the greater of (a) the Floor and (b) the rate of interest announced, from time to time, within Wells Fargo
at its principal office in San Francisco as its “prime rate” in effect on such day, with the understanding that the “prime
rate” is one of Wells Fargo’s base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective
rates of interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement
in such internal publications as Wells Fargo may designate.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -7-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -8-


     


    

 


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


 


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


 


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


 


“Benefit Plan”
means, as of any date, a “defined benefit plan” (as defined in Section 3(35) of ERISA) which is subject to Title IV
of ERISA or is a “multiemployer plan” within the meaning of Section 3(37) of ERISA, for which any Loan Party or any
of its Subsidiaries or ERISA Affiliates has sponsored or maintained, or had an obligation to contribute to, within the six-year period
preceding such date.


 


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


 


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


 


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


 


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


 


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


 


“Borrowing”
means a borrowing consisting of Revolving Loans made on the same day by the Lenders (or Agent on behalf thereof), or by Swing Lender
in the case of a Swing Loan, or by Agent in the case of an Extraordinary Advance.


 


“Borrowing Base”
means, as of any date of determination, the result of:


 


(a)            85%
of the amount of Eligible Accounts, less the amount, if any, of the Dilution Reserve, plus


 


(b)            the
Inventory Formula Amount for all Eligible Inventory which is aged (as determined from the Borrowers’ records in a manner acceptable
to Agent in its Permitted Discretion) less than 181 days; plus


 


(c)            the
lesser of:


 


(i)            Aged
Inventory Cap and


 


(ii)            the
Inventory Formula Amount for all Eligible Inventory which is aged (as determined from the Borrowers’ records in a manner acceptable
to the Administrative Agent in its Permitted Discretion) at least 181 days, minus


 






    -9-


     


    

 


(d)            the
aggregate amount of Reserves (without duplication of any Dilution Reserve from clause (a) above), if any, established by Agent from
time to time under Section 2.1(c) of this Agreement.


 


Notwithstanding anything to
the contrary set forth in this Agreement or in any of the other Loan Documents, in no event shall the aggregate amount of Revolving Loans
attributable to Eligible Inventory exceed $42,000,000 outstanding at any time.


 


“Borrowing Base Certificate”
means a certificate substantially in the form of Exhibit B-1 to this Agreement, which such form of Borrowing Base Certificate may
be amended, restated, supplemented or otherwise modified from time to time (including without limitation, changes to the format thereof),
as approved by Agent in Agent’s sole discretion.


 


“Business Day”
means any day that is not a Saturday, Sunday or other day on which the Federal Reserve Bank of New York is closed.


 


“Capital Expenditures”
means, with respect to any Person for any period, the amount of all expenditures by such Person and its Subsidiaries during such period
that are capital expenditures as determined in accordance with GAAP, whether such expenditures are paid in cash or financed.


 


“Capital Lease”
means a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP. Notwithstanding the foregoing,
leases that are treated as operating leases as of the date hereof shall continue to be treated as operating leases even after giving
effect to Accounting Standards Codification Topic 842.


 


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


 


“Cash Dominion Event”
means the occurrence of either of the following: (a) Excess Availability is less than the greater of (x) 15% of the Maximum
Revolver Amount and (y) $15,750,000 for 5 consecutive Business Days, or (b) the occurrence and continuance of any Event of
Default; provided, that, (i) to the extent that the Cash Dominion Event has occurred due to clause (a) of this
definition, if Excess Availability shall be equal to or greater than the applicable amount for at least 45 consecutive days thereafter,
the Cash Dominion Event shall no longer be deemed to exist or be continuing until such time as Excess Availability may again be less
than the applicable amount provided for in clause (a) of this definition, (ii) to the extent that the Cash Dominion Event has
occurred due to clause (b) of this definition, if such Event of Default is cured or waived or otherwise no longer exists for a period
of at least 45 consecutive days, the Cash Dominion Event shall no longer be deemed to exist or be continuing, and (iii) a Cash Dominion
Event may not be cured as contemplated by clause (i) or (ii) above more than three (3) times in any twelve (12) month
period or more than six (6) times during the term of this Agreement. For purposes of this definition of “Cash Dominion Event”,
Excess Availability shall be calculated without giving effect to the Availability Block.


 


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


 






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


 


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


 


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


 


“Change of Control”
means that:


 


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


 






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


 


(c)            during
any period of twelve (12) consecutive months, a majority of the members of the Board of Directors of Parent do not constitute Continuing
Directors, or


 


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


 


“Closing Date”
means the date of the making of the initial Revolving Loan (or other extension of credit) under this Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


“Continuing Director”
means, with respect to any period, (a) any member of the Board of Directors of Parent who was a director (or comparable manager)
of Parent at the beginning of such period, and (b) any individual who becomes a member of the Board of Directors of Parent after
the beginning of such period if such individual was approved, appointed or nominated for election to the Board of Directors by a majority
of the then Continuing Directors (including, for the avoidance of doubt, as Continuing Directors, any members of the Board of Directors
previously approved, appointed or nominated by a majority of the Continuing Directors, even though not a director at the beginning of
such period).


 


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


 


“Controlled Account”
has the meaning specified therefor in the Guaranty and Security Agreement.


 


“Covenant Testing
Period” means a period (a) commencing on the last day of the fiscal month of Parent most recently ended prior to a Covenant
Trigger Event for which Borrowers are required to deliver to Agent monthly or annual financial statements pursuant to Schedule 5.1
to this Agreement, and (b) continuing through and including the first day after such Covenant Trigger Event that Excess Availability
(without giving effect to the Availability Block) has not been less than the greater of (a) 15% of the Maximum Revolver Amount and
(b) $15,750,000, in each case, for 45 consecutive days.


 


“Covenant Trigger
Event” means at any time that Excess Availability (without giving effect to the Availability Block) is less than the greater
of (a) 15% of the Maximum Revolver Amount and (b) $15,750,000.


 


“Covered Entity”
means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12
C.F.R. § 252.82(b); (b)a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §
47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


 


“Covered Party”
has the meaning specified therefor in Section 17.15 of this Agreement.


 


“Curative Equity”
means the net amount of common equity contributions made by Parent in immediately available funds which Parent contributes as additional
common equity contributions to Borrowers in immediately available funds and which is designated “Curative Equity” by Borrowers
under Section 9.3 of this Agreement at the time it is contributed. For the avoidance of doubt, the forgiveness of antecedent
debt (whether Indebtedness, trade payables, or otherwise) shall not constitute Curative Equity.


 






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“Daily Simple SOFR”
means, for any day (a “Simple SOFR Rate Day”), a rate per annum equal to the greater of (a) SOFR for the day
(such day, a “Simple SOFR Determination Day”) that is five (5)  U.S. Government Securities Business Days prior
to (i) if such Simple SOFR Rate Day is a U.S. Government Securities Business Day, such Simple SOFR Rate Day or (ii) if such
Simple SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding
such Simple SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website,
and (b) the Floor. If by 5:00 p.m. on the second (2nd) U.S. Government Securities Business Day immediately following any Simple
SOFR Determination Day, SOFR in respect of such Simple SOFR Determination Day has not been published on the SOFR Administrator’s
Website and a Benchmark Replacement Date with respect to the Daily Simple SOFR has not occurred, then SOFR for such Simple SOFR Determination
Day will be SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published
on the SOFR Administrator’s Website; provided that any SOFR determined pursuant to this sentence shall be utilized for purposes
of calculation of Daily Simple SOFR for no more than three (3) consecutive Simple SOFR Rate Days. Any change in Daily Simple SOFR
due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to any Borrower.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Dilution”
means, as of any date of determination, a percentage, based upon the experience of the immediately prior 12 months, that is the result
of dividing the Dollar amount of (a) bad debt write-downs, discounts, advertising allowances, credits, or other dilutive items with
respect to Borrowers’ Accounts during such period, by (b) Borrowers’ billings with respect to Accounts during such period.


 


“Dilution Reserve”
means, as of any date of determination, an amount sufficient to reduce the advance rate against Eligible Accounts by the extent to which
Dilution is in excess of 5%.


 


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


 


“Dollars”
or “$” means United States dollars.


 






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“Domestic Subsidiary”
means any Subsidiary organized under the laws of the United States of America, any state thereof or the District of Columbia.


 


“Drawing Document”
means any Letter of Credit or other document presented for purposes of drawing under any Letter of Credit, including by electronic transmission
such as SWIFT, electronic mail, facsimile or computer generated communication.


 


“EBITDA”
means, for the Parent and its Subsidiaries for any period, an amount equal to the sum of the following (calculated on a consolidated
basis for such period in accordance with GAAP): (a) Net Income for such period plus (b) to the extent deducted in determining
Net Income for such period, and without duplication, (i) Interest Expense, (ii) income tax expense determined on a consolidated
basis in accordance with GAAP, (iii) depreciation and amortization determined on a consolidated basis in accordance with GAAP, (iv) non-cash
charges related to Parent’s stock compensation plans, (v) non-cash charges arising from the write down of goodwill and/or
indefinite lived intangible assets, (vi) all other non-cash charges determined on a consolidated basis in accordance with GAAP (provided,
that the amount added-back pursuant to this clause (vi) shall not exceed 10% of EBITDA (calculated without giving effect to this
clause (vi), unless otherwise approved by the Agent)), and (vii) transaction costs and expenses paid in cash in connection with
the Loan Documents in an aggregate amount not to exceed $500,000; provided that, for purposes of calculating compliance with the
financial covenants set forth in Section 7, to the extent that during such period any Loan Party shall have consummated a Permitted
Acquisition or other Acquisition approved in writing by the Required Lenders, or any sale, transfer or other disposition of any Person,
business, property or assets, EBITDA shall be calculated on a pro forma basis with respect to such Person, business, property or assets
so acquired or disposed of.


 


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


 


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


 


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


 


“Eligible Accounts”
means those Accounts created by a Borrower (other than Accounts owed by any Account Debtor in respect of which any Borrower has entered
into a supply chain or factoring arrangement for the sale of the Accounts of such Account Debtor pursuant to, and to the extent permitted
under, clause (n) of the definition of Permitted Dispositions) in the ordinary course of its business, that arise out of such Borrower’s
sale of goods or rendition of services, that comply in all material respects with each of the representations and warranties respecting
Eligible Accounts made in the Loan Documents, and that are not excluded as ineligible by virtue of one or more of the excluding criteria
set forth below; provided, that such criteria may be revised from time to time by Agent in Agent’s Permitted Discretion
to address the results of any information with respect to the Borrowers’ business or assets of which Agent becomes aware after
the Closing Date, including any field examination performed by (or on behalf of) Agent from time to time after the Closing Date. In determining
the amount to be included, Eligible Accounts shall be calculated net of customer deposits, unapplied cash, taxes, finance charges, service
charges, discounts, credits, allowances, and rebates. Eligible Accounts shall not include the following:


 


(a)            Accounts
with respect to which more than 120 days have elapsed since the original invoice date or more than 60 days have elapsed since the due
date of the original invoice,


 






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(b)            Accounts
owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts owed by that Account Debtor (or its Affiliates) are deemed
ineligible under clause (a) above,


 


(c)            [reserved],


 


(d)            Accounts
with respect to which the Account Debtor is an Affiliate of any Borrower or an employee or agent of any Borrower or any Affiliate of
any Borrower,


 


(e)            Accounts
(i) arising in a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return,
a sale on approval, a bill and hold, or any other terms by reason of which the payment by the Account Debtor may be conditional, or (ii) with
respect to which the payment terms are “C.O.D.”, cash on delivery or other similar terms,


 


(f)            Accounts
that are not payable in Dollars or Canadian Dollars,


 


(g)            Accounts
with respect to which the Account Debtor either (i) does not maintain its chief executive office in the United States or Canada,
or (ii) is not organized under the laws of the United States or Canada or any state or province thereof, or (iii) is the government
of any foreign country or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any
department, agency, public corporation, or other instrumentality thereof, unless (A) the Account is supported by an irrevocable
letter of credit reasonably satisfactory to Agent (as to form, substance, and issuer or domestic confirming bank) that has been delivered
to Agent and, if requested by Agent, is directly drawable by Agent, or (B) the Account is covered by credit insurance in form, substance,
and amount, and by an insurer, reasonably satisfactory to Agent, subject to the policy limits and other conditions to such credit insurance,
provided, that the aggregate amount of Eligible Accounts pursuant to this clause (B) shall not at any time exceed $500,000,


 


(h)            Accounts
with respect to which the Account Debtor is either (i) the United States or any department, agency, or instrumentality of the United
States (exclusive, however, of Accounts with respect to which Borrowers have complied, to the reasonable satisfaction of Agent, with
the Assignment of Claims Act, 31 USC §3727), or (ii) any state of the United States or any other Governmental Authority,


 


(i)            Accounts
with respect to which the Account Debtor is a creditor of a Borrower, has or has asserted a right of recoupment or setoff, or has disputed
its obligation to pay all or any portion of the Account, to the extent of such claim, right of recoupment or setoff, or dispute and without
duplication of any such amount accounted for in the calculation of dilution,


 


(j)            (1) Accounts
with respect to an Account Debtor (other than any Rated Account Debtor) whose Eligible Accounts owing to Borrowers exceed 20% (such percentage,
as applied to a particular Account Debtor, being subject to reduction by Agent in its Permitted Discretion if Agent reasonably determines
that the creditworthiness of such Account Debtor deteriorates) of all Eligible Accounts, to the extent of the obligations owing by such
Account Debtor in excess of such percentage;


 


(2) Accounts
due from any Rated Account Debtor whose Eligible Accounts owing to Borrowers exceed 30% (such percentage, as applied to a particular
Account Debtor, being subject to reduction by Agent in its Permitted Discretion if Agent reasonably determines that the creditworthiness
of such Account Debtor deteriorates) of all Eligible Accounts, to the extent of the obligations owing by such Account Debtor in excess
of such percentage;


 


provided, that in each case for purposes
of this clause (j), the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined
by Agent based on all of the otherwise Eligible Accounts prior to giving effect to any eliminations based upon the foregoing concentration
limit,


 






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(k)            Accounts
with respect to which the Account Debtor is subject to an Insolvency Proceeding, is not Solvent, has gone out of business, or as to which
any Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account
Debtor,


 


(l)            Accounts,
the collection of which, Agent, in its Permitted Discretion, believes to be doubtful, including by reason of the Account Debtor’s
financial condition,


 


(m)            Accounts
that are not subject to a valid and perfected first priority Agent’s Lien,


 


(n)            Accounts
with respect to which (i) the goods giving rise to such Account have not been shipped and billed to the Account Debtor, or (ii) the
services giving rise to such Account have not been performed and billed to the Account Debtor,


 


(o)            Accounts
with respect to which the Account Debtor is a Sanctioned Person or Sanctioned Entity,


 


(p)            Accounts
(i) that represent the right to receive progress payments or other advance billings that are due prior to the completion of performance
by the applicable Borrower of the subject contract for goods or services, or (ii) that represent credit card sales, or


 


(q)            Accounts
owned by a target acquired in connection with a Permitted Acquisition or Permitted Investment, or Accounts owned by a Person that is
joined to this Agreement as a Borrower pursuant to the provisions of this Agreement, until the completion of a field examination with
respect to such Accounts, in each case, satisfactory to Agent in its Permitted Discretion.


 


“Eligible Inventory”
means Inventory of a Borrower, that complies in all material respects with each of the representations and warranties respecting Eligible
Inventory made in the Loan Documents, and that is not excluded as ineligible by virtue of one or more of the excluding criteria set forth
below; provided, that such criteria may be revised from time to time by Agent in Agent’s Permitted Discretion to address
the results of any information with respect to the Borrowers’ business or assets of which Agent becomes aware after the Closing
Date, including any field examination or appraisal performed or received by Agent from time to time after the Closing Date. In determining
the amount to be so included, Inventory shall be valued at the lower of cost or market on a basis consistent with Borrowers’
historical accounting practices. An item of Inventory shall not be included in Eligible Inventory if:


 


(a)            a
Borrower does not have good, valid, and marketable title thereto,


 


(b)            a
Borrower does not have actual and exclusive possession thereof (either directly or through a bailee or agent of a Borrower),


 






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(c)            it
is not located at one of the locations in the continental United States set forth on Schedule 4.25 to this Agreement (as such
Schedule 4.25 may be amended from time to time in accordance with Section 5.14) (or in-transit from one such location
to another such location),


 


(d)            it
is stored at locations holding less than $100,000 of the aggregate value of such Borrower’s Inventory,


 


(e)            it
is in-transit to or from a location of a Borrower (other than in-transit from one location in the continental United States set forth
on Schedule 4.25 to this Agreement to another location in the continental United States set forth on Schedule 4.25 to this
Agreement (as such Schedule 4.25 may be amended from time to time in accordance with Section 5.14)),


 


(f)            it
is located on real property leased by a Borrower or in a contract warehouse or with a bailee, in each case, unless either (i) it
is subject to a Collateral Access Agreement executed by the lessor or warehouseman, as the case may be, and it is segregated or otherwise
separately identifiable from goods of others, if any, stored on the premises, or (ii) Agent has established a Landlord Reserve with
respect to such location,


 


(g)            it
is the subject of a bill of lading or other document of title,


 


(h)            it
is not subject to a valid and perfected first priority Agent’s Lien,


 


(i)            it
is not in good condition or does not meet all standards imposed by any Person having regulatory authority over such goods or their use
and/or sale, or Inventory that is not currently saleable in the ordinary course of a Loan Party’s business,


 


(j)            Inventory
scheduled for return to vendors, Inventory returned by a Borrower’s customer to the extent such Inventory is not in its original
packaging or is not in its original saleable condition, Inventory which is obsolete (for purposes of this subsection, what constitutes
 “obsolete” Inventory, shall be determined by Agent in its Permitted Discretion), display items, packaging materials, labels
or name plates or similar supplies, restrictive or custom items or otherwise is manufactured in accordance with customer-specific requirements,
raw materials, or goods that constitute spare parts, bill and hold goods, defective goods, “seconds,” or Inventory acquired
on consignment,


 


(k)            it
is subject to third party intellectual property, licensing or other proprietary rights, unless Agent is satisfied that such Inventory
can be freely sold by Agent on and after the occurrence of an Event of a Default despite such third party rights, or


 


(l)            it
was acquired in connection with a Permitted Acquisition or Permitted Investment, or such Inventory is owned by a Person that is joined
to this Agreement as a Borrower pursuant to the provisions of this Agreement, until the completion of an Acceptable Appraisal of such
Inventory and the completion of a field examination with respect to such Inventory that is satisfactory to Agent in its Permitted Discretion.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Erroneous Payment”
has the meaning specified therefor in Section 17.16 of this Agreement.


 


“Erroneous Payment
Deficiency Assignment” has the meaning specified therefor in Section 17.16 of this Agreement.


 


“Erroneous Payment
Impacted Loans” has the meaning specified therefor in Section 17.16 of this Agreement.


 


“Erroneous Payment
Return Deficiency” has the meaning specified therefor in Section 17.16 of this Agreement.


 


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


 


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


 


“Excess Availability”
means, as of any date of determination, the amount equal to Availability minus the aggregate amount, if any, of all trade
payables of the Loan Parties and their Subsidiaries aged in excess of historical levels thereto and all book overdrafts of the Loan Parties
and their Subsidiaries in excess of historical practices with respect thereto, in each case as determined by Agent in its Permitted Discretion.
Any calculation of Excess Availability for purposes of any tests or triggers in the Credit Agreement shall be determined without giving
effect to the Availability Block.


 


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


 


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


 


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


 






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“Extraordinary Advances”
has the meaning specified therefor in Section 2.3(d)(iii) of this Agreement.


 


“Extraordinary Receipts”
means (a) so long as no Event of Default has occurred and is continuing, proceeds of judgments, cash proceeds of judgments, cash
proceeds of settlements, or other cash consideration received in connection with any similar cause of action or claim (other than settlements
of Accounts), and (b) if an Event of Default has occurred and is continuing, any cash payments received by any Loan Party or any
of its Subsidiaries not in the ordinary course of business (and not consisting of proceeds described in Section 2.4(e)(iii) of
this Agreement) consisting of (i) proceeds of judgments, proceeds of settlements, or other cash consideration received in connection
with any cause of action or claim (and not consisting of proceeds described in Section 2.4(e)(iii) of this Agreement),
(ii) indemnity payments (other than to the extent such indemnity payments are immediately payable to a Person that is not an Affiliate
of any Loan Party or any of its Subsidiaries), and (iii) any purchase price adjustment received in connection with any purchase
agreement.


 


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


 


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


 


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


 


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


 






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“Fixed Charges”
means, with respect to any fiscal period and with respect to Parent and its Subsidiaries determined on a consolidated basis in accordance
with GAAP, the sum, without duplication, of (a) Interest Expense paid in cash during such period, (b) scheduled principal payments
in respect of Indebtedness that are paid in cash, and (c) all Restricted Payments paid in cash during such period to Persons other
than the Loan Parties or their Subsidiaries.


 


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


 


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


 


“Floor”
means a rate of interest equal to zero percent (0%).


 


“Flow of Funds Agreement”
means a flow of funds agreement, dated as of even date with this Agreement, in form and substance reasonably satisfactory to Agent, executed
and delivered by Borrowers and Agent.


 


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


 


“Funding Date”
means the date on which a Borrowing occurs.


 


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


 


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


 


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


 


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


 


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


 






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“Guaranty and Security
Agreement” means a guaranty and security agreement, dated as of even date with this Agreement, in form and substance reasonably
satisfactory to Agent, executed and delivered by each of the Loan Parties to Agent.


 


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


 


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


 


“Hedge Obligations”
means any and all obligations or liabilities, whether absolute or contingent, due or to become due, now existing or hereafter arising,
of each Loan Party and its Subsidiaries arising under, owing pursuant to, or existing in respect of Hedge Agreements entered into with
one or more of the Hedge Providers.


 


“Hedge Provider”
means Wells Fargo or any of its Affiliates.


 


“Hunt Valley Mortgage”
means the Mortgage with respect to the Real Property of Borrower located at 11126 McCormick Rd, Hunt Valley, Maryland.


 


“Hunt Valley Mortgage
Release Conditions” means, collectively, at any time after December 31, 2023, that each of the following shall have occurred:
(a) the Fixed Charge Coverage Ratio, for each 12 month period for six (6) consecutive months for which Agent has received financial
statements as required under Section 5.1, shall be not less than 1.10 to 1.00, (b) in the event that the condition in clause
(a) above is satisfied, Excess Availability (without giving effect to the Availability Block), on such date of satisfaction and
for each of the immediately preceding thirty (30) consecutive days, shall be not less than $22,500,000 and (c) no Default or Event
of Default shall exist.


 


“Increase”
has the meaning specified therefor in Section 2.14.


 


“Increase Date”
has the meaning specified therefor in Section 2.14.


 


“Increase Joinder”
has the meaning specified therefor in Section 2.14.


 


“Increased Reporting
Event” means if at any time Excess Availability (without giving effect to the Availability Block) is less than the greater
of (a) 15% of the Maximum Revolver Amount and (b) $15,750,000.


 


“Increased Reporting
Period” means the period commencing after the continuance of an Increased Reporting Event for 3 consecutive Business Days and
continuing until the date when no Increased Reporting Event has occurred for 60 consecutive days.


 






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


 


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


 


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


 


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


 


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


 


“Intercompany Subordination
Agreement” means an intercompany subordination agreement executed and delivered by each Loan Party and certain of their Subsidiaries,
and Agent, the form and substance of which is reasonably satisfactory to Agent.


 


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


 


“Interest Payment
Date” means (a) as to any Base Rate Loan or Daily Simple SOFR Loan, the first day of each month and the Maturity Date
and (b) as to any Term SOFR Loan, the last day of each Interest Period therefor.


 


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


 






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


 


“Inventory Formula
Amount” means, with respect to any item of Eligible Inventory and at any time of determination, the lesser of (a) 65%
of the lower of cost and market of such Inventory and (b) 85% of the Net Orderly Liquidation Value of such Inventory.


 


“Inventory Reserves”
means, as of any date of determination, (a) Landlord Reserves in respect of Inventory, and (b) those reserves that Agent deems
necessary or appropriate, in its Permitted Discretion and subject to Section 2.1(c), to establish and maintain (including
reserves for slow moving Inventory and Inventory shrinkage) with respect to Eligible Inventory or the Maximum Revolver Amount, including
based on the results of appraisals.


 


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


 


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


 


“ISP” means,
with respect to any Letter of Credit, the International Standby Practices 1998 (International Chamber of Commerce Publication No. 590)
and any version or revision thereof accepted by the Issuing Bank for use.


 


“Issuer Document”
means, with respect to any Letter of Credit, a letter of credit application, a letter of credit agreement, or any other document, agreement
or instrument entered into (or to be entered into) by a Borrower in favor of Issuing Bank and relating to such Letter of Credit.


 


“Issuing Bank”
means Wells Fargo or any other Lender that, at the request of Borrowers and with the consent of Agent, agrees, in such Lender’s
sole discretion, to become an Issuing Bank for the purpose of issuing Letters of Credit pursuant to Section 2.11 of this
Agreement, and Issuing Bank shall be a Lender.


 


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


 






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“Landlord Reserve”
means, as to each location at which a Borrower has Inventory or books and records located and as to which a Collateral Access Agreement
has not been received by Agent, a reserve in an amount equal to 3 months’ rent, storage charges, fees or other amounts under the
lease or other applicable agreement relative to such location or, if greater and Agent so elects in its Permitted Discretion, the number
of months’ rent, storage charges, fees or other amounts for which the landlord, bailee, warehouseman or other property owner will
have, under applicable law, a Lien in the Inventory of such Borrower to secure the payment of such amounts under the lease or other applicable
agreement relative to such location.


 


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


 


“Lender Group”
means each of the Lenders (including Issuing Bank and the Swing Lender) and Agent, or any one or more of them.


 


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


 






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


 


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


 


“Letter of Credit”
means a letter of credit (as that term is defined in the Code) issued by Issuing Bank.


 


“Letter of Credit
Collateralization” means either (a) providing cash collateral (pursuant to documentation reasonably satisfactory to Agent
(including that Agent has a first priority perfected Lien in such cash collateral), including provisions that specify that the Letter
of Credit Fees and all commissions, fees, charges and expenses provided for in Section 2.11(k) of this Agreement (including
any fronting fees) will continue to accrue while the Letters of Credit are outstanding) to be held by Agent for the benefit of the Revolving
Lenders in an amount equal to 105% of the then existing Letter of Credit Usage, (b) delivering to Agent documentation executed by
all beneficiaries under the Letters of Credit, in form and substance reasonably satisfactory to Agent and Issuing Bank, terminating all
of such beneficiaries’ rights under the Letters of Credit, or (c) providing Agent with a standby letter of credit, in form
and substance reasonably satisfactory to Agent, from a commercial bank acceptable to Agent (in its sole discretion) in an amount equal
to 105% of the then existing Letter of Credit Usage (it being understood that the Letter of Credit Fee and all fronting fees set forth
in this Agreement will continue to accrue while the Letters of Credit are outstanding and that any such fees that accrue must be an amount
that can be drawn under any such standby letter of credit).


 


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


 


“Letter of Credit
Exposure” means, as of any date of determination with respect to any Lender, such Lender’s participation in the Letter
of Credit Usage pursuant to Section 2.11(e) on such date.


 


“Letter of Credit
Fee” has the meaning specified therefor in Section 2.6(b) of this Agreement.


 


“Letter of Credit
Indemnified Costs” has the meaning specified therefor in Section 2.11(f) of this Agreement.


 


“Letter of Credit
Related Person” has the meaning specified therefor in Section 2.11(f) of this Agreement.


 


“Letter of Credit
Sublimit” means $5,000,000.


 


“Letter of Credit
Usage” means, as of any date of determination, the sum of (a) the aggregate undrawn amount of all outstanding Letters
of Credit, plus (b) the aggregate amount of outstanding reimbursement obligations with respect to Letters of Credit which
remain unreimbursed or which have not been paid through a Revolving Loan.


 






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


 


“Loan” means
any Revolving Loan, Swing Loan or Extraordinary Advance made (or to be made) hereunder.


 


“Loan Account”
has the meaning specified therefor in Section 2.9 of this Agreement.


 


“Loan Documents”
means this Agreement, the Control Agreements, any Borrowing Base Certificate, the Fee Letter, the Guaranty and Security Agreement, the
Intercompany Subordination Agreement (if applicable), any Issuer Documents, the Letters of Credit, the Mortgages (if applicable), any
note or notes executed by Borrowers in connection with this Agreement and payable to any member of the Lender Group, and any other instrument
or agreement entered into, now or in the future, by any Loan Party or any of its Subsidiaries and any member of the Lender Group in connection
with this Agreement (but specifically excluding Bank Product Agreements).


 


“Loan Party”
means any Borrower or any Guarantor.


 


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


 


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


 


“Material Contract”
means, with respect to any Person, (a) each contract or agreement to which such Person or any of its Subsidiaries is a party which
by its terms involves an aggregate consideration payable to or by such Person or such Subsidiary of $1,000,000 or more in any twelve
(12) month period (other than purchase orders in the ordinary course of the business of such Person or such Subsidiary and other than
contracts that by their terms may be terminated by such Person or Subsidiary in the ordinary course of its business upon 60 days’
or less notice without penalty or premium), and (b) all other contracts or agreements, the loss of which could reasonably be expected
to result in a Material Adverse Effect.


 


“Maturity Date”
means April 29, 2025.


 


“Maximum Revolver
Amount” means $105,000,000, decreased by the amount of reductions in the Revolver Commitments made in accordance with Section 2.4(c) of
this Agreement and increased by the amount of any Increase made in accordance with Section 2.14 of this Agreement.


 






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“Moody’s”
has the meaning specified therefor in the definition of Cash Equivalents.


 


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


 


“Net Cash Proceeds”
means:


 


(a)            with
respect to any sale or disposition by any Loan Party or any of its Subsidiaries of assets, the amount of cash proceeds received from
time to time (whether as initial consideration or through the payment of deferred consideration but only as and when received) by or
on behalf of such Loan Party or such Subsidiary, in connection therewith after deducting therefrom only (i) the amount of any Indebtedness
secured by any Permitted Lien on any asset (other than (A) Indebtedness owing to Agent or any Lender under this Agreement or the
other Loan Documents and (B) Indebtedness assumed by the purchaser of such asset) which is required to be, and is, repaid in connection
with such sale or disposition, (ii) reasonable fees, commissions, and expenses related thereto and required to be paid by such Loan
Party or such Subsidiary in connection with such sale or disposition, and (iii) taxes paid or payable to any taxing authorities
by such Loan Party or such Subsidiary in connection with such sale or disposition, in each case to the extent, but only to the extent,
that the amounts so deducted are, at the time of receipt of such cash, actually paid or payable (or will be payable as reasonably determined
by Administrative Borrower) to a Person that is not an Affiliate of any Loan Party or any of its Subsidiaries, and are properly attributable
to such transaction;


 


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


 


(c)            with
respect to Extraordinary Receipts, the aggregate amount of such Extraordinary Receipts after deducting therefrom (i) reasonable
fees, commissions, and expenses related thereto and required to be paid by Parent or any of its Subsidiaries in connection with such
Extraordinary Receipts, and (ii) taxes paid or payable to any taxing authorities by Parent or any of its Subsidiaries in connection
with such Extraordinary Receipts, in each case to the extent, but only to the extent, that the amounts so deducted are, at the time of
receipt of such cash, actually paid or payable (or will be payable as reasonably determined by the Administrative Borrower) to a Person
that is not an Affiliate of Parent or any of its Subsidiaries, and are properly attributable to such Extraordinary Receipts.


 


“Net Income”
shall mean, for the Parent and its Subsidiaries for any period, the net income (or loss) of the Parent and its Subsidiaries for such
period determined on a consolidated basis in accordance with GAAP; provided, that there shall be excluded from Net Income (to
the extent otherwise included therein) (a) any extraordinary gains or losses, (b) any gains attributable to write-ups of assets
or the sale of assets (other than the sale of inventory in the ordinary course of business), (c) any losses attributable to write-downs
of assets or the sale of assets (other than the sale of inventory in the ordinary course of business or the write-down of inventory,
as applicable), (d) any equity interest of the Parent or any Subsidiary of the Parent in the unremitted earnings of any Person that
is not a Subsidiary and (e)  any income (or loss) of any Person accrued before the date it becomes a Subsidiary or is merged into
or consolidated with the Parent or any Subsidiary or the date that such Person’s assets are acquired by the Parent or any Subsidiary.


 






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“Net Orderly Liquidation
Value” shall mean the cash proceeds of Inventory which would be obtained in an orderly liquidation (net of all liquidation
expenses, costs of sale, operating expenses and retrieval and related costs), as determined pursuant to the most recent Acceptable Appraisal
of Inventory.


 


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


 


“Non-Defaulting Lender”
means each Lender other than a Defaulting Lender.


 


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


 


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


 


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


 


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


 






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“Overadvance”
means, as of any date of determination, that the Revolver Usage is greater than any of the limitations set forth in Section 2.1
or Section 2.11 of this Agreement.


 


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


 


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


 


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


 


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


 


“Payment Conditions”
means, with respect to any applicable payment or transaction, each of the following conditions:


 


(a)            as
of the date of any such payment or transaction, and after giving effect thereto, no Default or Event of Default shall exist or have occurred
and be continuing,


 


(b)            as
of the date of any such transaction or payment, and after giving effect thereto, either:


 


(i)            the
Excess Availability during the immediately preceding thirty (30) consecutive day period shall have been not less than the greater of
$13,125,000 or 17.5% of the Maximum Revolver Amount, and after giving effect to the payment or transaction, on a pro forma basis as if
such proposed payment was made, the Excess Availability shall be not less than the greater of $13,125,000 or 17.5% of the Maximum Revolver
Amount, or


 


(ii)            both
(A) the Excess Availability during the immediately preceding thirty (30) consecutive day period shall have been not less than 12.5%
of the Maximum Revolver Amount, and after giving effect to the payment or transaction, on a pro forma basis as if such proposed payment
was made, the Excess Availability shall be not less than 12.5% of the Maximum Revolver Amount, and (B) as of the date of any such
payment or transaction, and after giving effect thereto, on a pro forma basis as if such proposed payment was made (including with respect
to periods prior to the Closing Date), the Fixed Charge Coverage Ratio for the immediately preceding twelve (12) consecutive month period
ending on the last day of the fiscal month prior to the date of such payment or transaction for which Agent has received financial statements
shall be at least 1.05 to 1.00,


 


(c)            receipt
by Agent of a certificate of an Authorized Person of Borrowers certifying as to compliance with the preceding clauses and demonstrating
(in reasonable detail) the calculations required thereby, and


 


(d)            receipt
by Agent of not less than ten (10) Business Days’ prior written notice of the proposed payment or transaction and such information
with respect thereto as Agent may reasonably request, including (A) the proposed date and amount of the payment and (B) a description
of the transaction or event giving rise to such payment and the proposed date of the consummation of such.


 


For purposes of this definition of “Payment
Conditions”, Excess Availability shall be calculated without giving effect to the Availability Block.


 






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“Payment Recipient” has the meaning
specified therefor in Section 17.16 of this Agreement.


 


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


 


“Permitted Acquisition”
means any Acquisition so long as:


 


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


 


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


 


(c)            Borrowers
have provided Agent with written confirmation, supported by reasonably detailed calculations, that on a pro forma basis (including
pro forma adjustments arising out of events which are directly attributable to such proposed Acquisition, are factually supportable,
and are expected to have a continuing impact, in each case, determined as if the combination had been accomplished at the beginning of
the relevant period; such adjustments and inclusions to be mutually and reasonably agreed upon by Borrowers and Agent) created by adding
the historical combined financial statements of Parent (including the combined financial statements of any other Person or assets that
were the subject of a prior Permitted Acquisition during the relevant period) to the historical consolidated financial statements of
the Person to be acquired (or the historical financial statements related to the assets to be acquired) pursuant to the proposed Acquisition,
the Loan Parties and their Subsidiaries (i) would have been in compliance with the financial covenant(s) in Section 7
of this Agreement for the fiscal month ended immediately prior to the proposed date of consummation of such proposed Acquisition
if, at the time of such Acquisition, such financial covenant(s) are required to be tested for such fiscal month, and (ii) are
projected to be in compliance with the financial covenant(s) in Section 7 of this Agreement for each of the twelve fiscal
months in the period ended one year after the proposed date of consummation of such proposed Acquisition only if at the time of such
Acquisition, such financial covenant(s) are required to be tested for such fiscal month,


 


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


 


(e)            as
of the date of any such Acquisition, and after giving effect thereto, each of the Payment Conditions shall have been satisfied,


 


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


 






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(g)            Borrowers
have provided Agent with written notice of the proposed Acquisition at least 15 Business Days prior to the anticipated closing date of
the proposed Acquisition and, not later than 5 Business Days prior to the anticipated closing date of the proposed Acquisition, copies
of the then current drafts (along with subsequent updated drafts as they become available) of the acquisition agreement and other material
documents relative to the proposed Acquisition,


 


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


 


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


 


(j)            the
subject assets or Equity Interests, as applicable, are being acquired directly by a Borrower or one of its Subsidiaries that is a Loan
Party, and, in connection therewith, the applicable Loan Party shall have complied with Section 5.11 or 5.12 of this
Agreement, as applicable, of this Agreement and, in the case of an acquisition of Equity Interests, the Person whose Equity Interests
are acquired shall become, to the extent required by this Agreement, a Loan Party, and


 


(k)            the
purchase consideration payable in respect of all Permitted Acquisitions (and including deferred payment obligations) after the Closing
Date shall not exceed $7,000,000 in the aggregate.


 


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


 


“Permitted Dispositions”
means:


 


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


 


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


 


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


 


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


 


(e)            the
granting of Permitted Liens,


 


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


 


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


 


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


 






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


 


(j)            the
sale or issuance of Equity Interests (other than Disqualified Equity Interests) of Parent (so long as a Change of Control does not occur
as a result thereof),


 


(k)            the
lapse of registered patents, trademarks, copyrights and other intellectual property of any Loan Party or any of its Subsidiaries to the
extent not economically desirable in the conduct of its business,


 


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


 


(m)            the
making of Permitted Investments,


 


(n)            sales
to such third party purchasers that are acceptable to the Agent in its reasonable sole discretion of Accounts of any Borrower with respect
to such Account Debtors that are acceptable to the Agent in its reasonable sole discretion in connection with supply chain or factoring
arrangements so long as the following terms and conditions are satisfied: (i) Agent shall have received, (A) not less than
five (5) Business Days prior to the consummation of such supply chain financing or factoring arrangements (or such shorter period
as the Agent may agree), written notice from Borrowers of the proposed date of the consummation of such supply chain financing or factoring
arrangements and (B) written notice from Borrowers promptly upon the consummation of such supply chain financing or factoring arrangements;
(ii) the sale or transfer of such Accounts shall be without any recourse, offset or claim of any kind or nature to or against Borrowers,
Agent or Lenders (except to the extent otherwise set forth in clause (r) of the definition of Permitted Liens or other customary
recourse provisions reasonably acceptable to the Administrative Agent), (iii) Agent shall have received, in form and substance satisfactory
to Agent, true, correct and complete copies of all of the material agreements, documents and instruments entered into by any Borrower
and such purchaser in connection with such supply chain financing or factoring arrangements, duly authorized, executed and delivered
by such purchaser or any of its Affiliates and the applicable Borrowers; (iv) all of the proceeds of the sale or transfer of such
Accounts to such purchaser (but, in any event, proceeds of not less than the amount equal to the aggregate amount of outstanding Revolving
Loans attributable to Eligible Accounts related to such Account Debtors that are subject to any such sale) shall be remitted to the Agent’s
Account for application to payment of the Obligations in such order and manner as Agent shall determine, (v) such Accounts shall,
from and after the date of the consummation of such supply chain financing or factoring arrangements, not be considered Eligible Accounts
and shall not be included in the Borrowing Base; and (vi) further sales of such Accounts will cease upon a written notice by Agent
to Borrowers of a Default or Event of Default, and


 


(o)            sales
or dispositions of assets (other than Accounts, intellectual property, licenses or Equity Interests of Subsidiaries of Parent) not otherwise
permitted in clauses (a) through (n) above so long as made at fair market value and the aggregate fair market value of all
assets disposed of in fiscal year (including the proposed disposition) would not exceed $2,000,000.


 


“Permitted Indebtedness”
means:


 


(a)            Indebtedness
in respect of the Obligations,


 






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


 


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


 


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


 


(e)            Indebtedness
consisting of (i) unsecured guarantees incurred in the ordinary course of business with respect to surety and appeal bonds, performance
bonds, bid bonds, appeal bonds, completion guarantee and similar obligations; (ii) unsecured guarantees arising with respect to
customary indemnification obligations to purchasers in connection with Permitted Dispositions; and (iii) unsecured guarantees with
respect to Indebtedness of any Loan Party or one of its Subsidiaries, to the extent that the Person that is obligated under such guaranty
could have incurred such underlying Indebtedness,


 


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


 


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


 


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


 


(i)            Indebtedness
incurred in the ordinary course of business in respect of credit cards, credit card processing services, debit cards, stored value cards,
commercial cards (including so-called “purchase cards”, “procurement cards” or “p-cards”), or Cash
Management Services,


 


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


 


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


 


(l)            (i) Indebtedness
comprising Permitted Investments and (ii) any obligations of any Loan Party or its Subsidiaries arising under any supply chain or
factoring arrangements permitted under clause (n) of the definition of Permitted Dispositions that may be considered Indebtedness,


 






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


 


(n)            unsecured
Indebtedness of any Loan Party or its Subsidiaries in respect of Earn-Outs owing to sellers of assets or Equity Interests to such Loan
Party or its Subsidiaries that is incurred in connection with the consummation of one or more Permitted Acquisitions so long as (i) such
unsecured Indebtedness is on terms and conditions reasonably acceptable to Agent and is subordinated in right of payment to the Obligations
on terms and conditions reasonably satisfactory to Agent, (ii) is otherwise on terms and conditions (including economic terms and
absence of covenants) reasonably acceptable to Agent and (ii) the aggregate amount of such Indebtedness together with the Indebtedness
permitted under clause (o) below does not exceed $500,000,


 


(o)            unsecured
Indebtedness of any Loan Party that is incurred on the date of the consummation of a Permitted Acquisition solely for the purpose of
consummating such Permitted Acquisition so long as (i) no Event of Default has occurred and is continuing on the date of the incurrence
of such unsecured Indebtedness or would result therefrom, (ii) such unsecured Indebtedness is not incurred for working capital purposes,
(iii) such unsecured Indebtedness does not mature prior to the date that is 12 months after the Maturity Date, (iv) such unsecured
Indebtedness does not amortize until 12 months after the Maturity Date, (v) such unsecured Indebtedness does not provide for the
payment of interest in cash or Cash Equivalents prior to the date that is 12 months after the Maturity Date, (vi) such Indebtedness
is subordinated in right of payment to the Obligations on terms and conditions reasonably satisfactory to Agent and is otherwise on terms
and conditions (including economic terms and absence of covenants) reasonably satisfactory to Agent and (vii) the aggregate amount
of such Indebtedness together with the Indebtedness permitted under clause (n) above does not exceed $500,000,


 


(p)            Acquired
Indebtedness in an amount not to exceed $2,500,000 outstanding at any one time,


 


(q)            any
other unsecured Indebtedness incurred by any Loan Party or any of its Subsidiaries in an aggregate outstanding amount not to exceed $1,500,000
at any one time, and


 


(r)            Indebtedness
of Reno SPE arising in connection with the Reno Mortgage, provided, that, (i) the aggregate principal amount of such
Indebtedness shall not exceed $6,750,000 and shall be on terms and conditions reasonably satisfactory to Agent, (b) by no later
than three (3) Business Days after the date of the incurrence of such Indebtedness, all of the Net Cash Proceeds thereof shall be
remitted to the Agent Payment Account and applied to payment of the Obligations, but shall not reduce the Commitments and (c) such
Indebtedness shall be incurred by no later than 60 days after the date of Amendment No. 2.


 


“Permitted Intercompany
Advances” means loans made by (a) a Loan Party to another Loan Party other than Parent, (b) a Subsidiary of a Loan
Party that is not a Loan Party to another Subsidiary of a Loan Party that is not a Loan Party, (c) a Subsidiary of a Loan Party
that is not a Loan Party to a Loan Party, so long as the parties thereto are party to the Intercompany Subordination Agreement, and (d) a
Loan Party to a Subsidiary of a Loan Party that is not a Loan Party so long as (i) the aggregate amount of all such loans (by type,
not by the borrower) does not exceed $2,000,000 outstanding at any one time, (ii) as of the date of any such loan, and after giving
effect thereto, each of the Payment Conditions shall have been satisfied.


 


“Permitted Investments”
means:


 


(a)            Investments
in cash and Cash Equivalents,


 






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


 


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


 


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


 


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


 


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


 


(g)            Permitted
Intercompany Advances,


 


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


 


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


 


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


 


(k)            Permitted
Acquisitions,


 


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


 


(m)            Investments
resulting from entering into (i) Bank Product Agreements, or (ii) agreements relative to obligations permitted under clause
(h) of the definition of Permitted Indebtedness,


 


(n)            so
long as each of the Payment Conditions shall have been satisfied after giving effect thereto, any other Investments; provided,
that, if at any time the Fixed Charge Coverage Ratio is less than 1.00:1.00, the aggregate amount of any such Investments that
may be made during the term of this Agreement shall not exceed $5,000,000 and, if at such time, the aggregate amount of such Investments
is above $5,000,000, no further Investments shall be permitted.


 


“Permitted Liens”
means:


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


(h)            Liens
on amounts deposited to secure any Borrower’s and its Subsidiaries’ obligations in connection with worker’s compensation,
other unemployment insurance or other social security laws,


 


(i)            Liens
on amounts deposited to secure any Borrower’s and its Subsidiaries’ obligations in connection with the making or entering
into of bids, tenders, contracts, leases, statutory obligations, performance bonds and other obligations of a like nature in the ordinary
course of business and not in connection with the borrowing of money,


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


(r)            Liens
on the Accounts of any Borrower with respect to which such Accounts are subject to the supply chain or factoring arrangements to the
extent permitted under clause (n) of the definition of Permitted Dispositions,


 


(s)            other
Liens as to which the aggregate amount of the obligations secured thereby does not exceed $500,000, provided, that, such
Liens do not attach to any Collateral, and


 


(t)            Liens
of Symetra Life Insurance Company (and its successors and assigns) on the assets of the Reno SPE arising under the Reno Mortgage (including
Liens on the Reno Real Property) to secure the Indebtedness permitted by clause (r) of the definition of Permitted Indebtedness;;
provided, that, (i) Agent shall have received, in form and substance satisfactory to Agent, by no later than within
thirty (30) days after the incurrence of such Liens, a mortgagee waiver and access agreement with respect to the Reno Real Property,
duly authorized, executed and delivered by Symetra Life Insurance Company, Reno SPE and Borrowers and (ii) the Reno Mortgage shall
be executed, dated and in full force and effect by no later than 60 days after the date of Amendment No. 2.


 


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


 


“Permitted Purchase
Money Indebtedness” means, as of any date of determination, Indebtedness (other than the Obligations, but including Capitalized
Lease Obligations), incurred after the Closing Date and at the time of, or within 90 days after, the acquisition of any fixed assets
for the purpose of financing all or any part of the acquisition cost thereof, in an aggregate principal amount outstanding at any one
time not in excess of $5,000,000.


 


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


 






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“Platform”
has the meaning specified therefor in Section 17.9(c) of this Agreement.


 


“Post-Increase Revolver
Lenders” has the meaning specified therefor in Section 2.14 of this Agreement.


 


“Pre-Increase Revolver
Lenders” has the meaning specified therefor in Section 2.14 of this Agreement.


 


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


 


“Pro Rata Share”
means, as of any date of determination:


 


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


 


(b)            with
respect to a Lender’s obligation to participate in the Letters of Credit, with respect to such Lender’s obligation to reimburse
Issuing Bank, and with respect to such Lender’s right to receive payments of Letter of Credit Fees, and with respect to all other
computations and other matters related to the Letters of Credit, the percentage obtained by dividing (i) the Revolving Loan Exposure
of such Lender, by (ii) the aggregate Revolving Loan Exposure of all Lenders; provided, that if all of the Revolving Loans
have been repaid in full and all Revolver Commitments have been terminated, but Letters of Credit remain outstanding, Pro Rata Share
under this clause shall be the percentage obtained by dividing (A) the Letter of Credit Exposure of such Lender, by (B) the
Letter of Credit Exposure of all Lenders, and


 


(c)            with
respect to all other matters and for all other matters as to a particular Lender (including the indemnification obligations arising under
Section 15.7 of this Agreement), the percentage obtained by dividing (i) the Revolving Loan Exposure of such Lender,
by (ii) the aggregate Revolving Loan Exposure of all Lenders, in any such case as the applicable percentage may be adjusted by assignments
permitted pursuant to Section 13.1; provided, that if all of the Loans have been repaid in full and all Commitments
have been terminated, Pro Rata Share under this clause shall be the percentage obtained by dividing (A) the Letter of Credit Exposure
of such Lender, by (B) the Letter of Credit Exposure of all Lenders.


 


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


 


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


 


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


 






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


 


“QFC Credit Support”
has the meaning specified therefor in Section 17.15 of this Agreement.


 


“Qualified Cash”
means, as of any date of determination, the amount of unrestricted cash and Cash Equivalents of the Loan Parties and their Subsidiaries
that is in Deposit Accounts and which such Deposit Account is the subject of a Control Agreement and is maintained by a branch office
of the bank or securities intermediary located within the United States.


 


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


 


“Quarterly Average
Excess Availability” means, at any time, the daily average of the aggregate amount of the Excess Availability for the immediately
preceding calendar quarter, commencing on the first day of such calendar quarter.


 


“Rated Account Debtor”
means, as of any determination date, any Account Debtors then having bonds issued with a rating of “BBB-“ or higher by S&P
or “Baa3” or higher by Moody’s.


 


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


 


“Real Property Collateral”
means any Real Property hereafter acquired by any Loan Party or one of its Subsidiaries.


 


“Receivable Reserves”
means, as of any date of determination, those reserves that Agent deems necessary or appropriate, in its Permitted Discretion and subject
to Section 2.1(c), to establish and maintain (including Landlord Reserves for books and records locations and reserves for
rebates, discounts, warranty claims, and returns) with respect to the Eligible Accounts or the Maximum Revolver Amount.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Reno Mortgage”
means the Deed of Trust, Assignment or Rents, Security Agreement and Fixture Filing by Reno SPE in favor of First American Title Insurance
Company for the benefit of Symetra Life Insurance Company (and its successors and assigns) with respect to the Reno Real Property to
be entered into on or after the date of Amendment No. 2, in form and substance reasonably satisfactory to Agent.


 


“Reno Real Property”
means the Real Property (a) of Tessco prior to the consummation of the transfer permitted in Section 2(a) of this Amendment
No. 2 and (b) of Reno SPE after the consummation of the transfer permitted in Section 2(a) of this Amendment No. 2,
located at 4775 Aircenter Circle, Reno, Nevada 89502.


 






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“Reno SPE”
means Tessco Reno Holding LLC, a Nevada limited liability company.


 


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


 


“Report”
has the meaning specified therefor in Section 15.16 of this Agreement.


 


“Required Lenders”
means, at any time, Lenders having or holding more than 50% of the aggregate Revolving Loan Exposure of all Lenders; provided,
that (i) the Revolving Loan Exposure of any Defaulting Lender shall be disregarded in the determination of the Required Lenders,
and (ii) at any time there are two or more Lenders (who are not Affiliates of one another or Defaulting Lenders), “Required
Lenders” must include at least two Lenders (who are not Affiliates of one another).


 


“Reserves”
means, without duplication, as of any date of determination, Inventory Reserves, Receivables Reserves, Bank Product Reserves and
those other reserves that Agent deems necessary or appropriate, in its Permitted Discretion and subject to Section 2.1(c),
to establish and maintain (including reserves with respect to (a) sums that any Loan Party or its Subsidiaries are required to pay
under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case
of leased assets, rents or other amounts payable under such leases) and has failed to pay, and (b) amounts owing by any Loan Party
or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien),
which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens
or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem,
excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral) with respect to the Borrowing
Base or the Maximum Revolver Amount.


 


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


 


“Restricted Payment”
means (a) any payment of any dividend or the making of any other payment or distribution, directly or indirectly, on account of
Equity Interests issued by Parent or any of its Subsidiaries (including any payment in connection with any merger or consolidation involving
Parent) or to the direct or indirect holders of Equity Interests issued by Parent or any of its Subsidiaries in their capacity as such
(other than dividends or distributions payable in Qualified Equity Interests issued by Parent or any of its Subsidiaries), or (b) any
purchase, redemption, making of any sinking fund or similar payment, or other acquisition or retirement for value (including in connection
with any merger or consolidation involving Parent) any Equity Interests issued by Parent or any of its Subsidiaries, or (c) any
making of any payment to retire, or to obtain the surrender of, any outstanding warrants, options, or other rights to acquire Equity
Interests of Parent now or hereafter outstanding.


 


“Restricted Payment
Conditions” means, with respect to any applicable Restricted Payment, each of the following conditions:


 


(a)            as
of the date of the payment of any such Restricted Payment, and after giving effect thereto, no Default or Event of Default shall exist
or have occurred and be continuing,


 






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(b)            as
of the date of the payment of any such Restricted Payment, and after giving effect thereto, either:


 


(i)            the
average Excess Availability during the immediately preceding thirty (30) consecutive day period shall have been not less than 25.0% of
the Maximum Revolver Amount (provided, that, in no event shall Excess Availability for any day during such thirty (30)
consecutive day period have been less than the greater of (A) 16.6% of the Maximum Revolver Amount or (B) $12,500,000), and
after giving effect to the payment or transaction, on a pro forma basis as if such proposed payment was made, the Excess Availability
shall be not less than 25.0% of the Maximum Revolver Amount, or


 


(ii)           both
(A) the average Excess Availability during the immediately preceding thirty (30) consecutive day period shall have been not less
than 20.0% of the Maximum Revolver Amount (provided, that, in no event shall Excess Availability for any day during such
thirty (30) consecutive day period have been less than the greater of (A) 16.6% of the Maximum Revolver Amount or (B) $12,500,000),
and after giving effect to the payment or transaction, on a pro forma basis as if such proposed payment was made, the Excess Availability
shall be not less than 20.0% of the Maximum Revolver Amount, and (B) as of the date of any such payment or transaction, and after
giving effect thereto, on a pro forma basis as if such proposed payment was made (including with respect to periods prior to the Closing
Date), the Fixed Charge Coverage Ratio for the immediately preceding twelve (12) consecutive month period ending on the last day of the
fiscal month prior to the date of such payment or transaction for which Agent has received financial statements shall be at least 1.10
to 1.00,


 


(c)            receipt
by Agent of a certificate of an Authorized Person of Borrowers certifying as to compliance with the preceding clauses and demonstrating
(in reasonable detail) the calculations required thereby, and


 


(d)            receipt
by Agent of not less than ten (10) Business Days’ prior written notice of the proposed Restricted Payment or transaction and
such information with respect thereto as Agent may reasonably request, including (A) the proposed date and amount of the Restricted
Payment and (B) a description of the transaction or event giving rise to such Restricted Payment and the proposed date of the making
of such.


 


For purposes of this definition of “Restricted
Payment Conditions”, Excess Availability shall be calculated without giving effect to the Availability Block.


 


“Revolver Commitment”
means, with respect to each Revolving Lender, its Revolver Commitment, and, with respect to all Revolving Lenders, their Revolver Commitments,
in each case as such Dollar amounts are set forth beside such Revolving Lender’s name under the applicable heading on Schedule
C-1 to this Agreement or in the Assignment and Acceptance or Increase Joinder pursuant to which such Revolving Lender became a Revolving
Lender under this Agreement, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance
with the provisions of Section 13.1 of this Agreement, and as such amounts may be decreased by the amount of reductions in
the Revolver Commitments made in accordance with Section 2.4(c) hereof.


 


“Revolver Usage”
means, as of any date of determination, the sum of (a) the amount of outstanding Revolving Loans (inclusive of Swing Loans and Protective
Advances), plus (b) the amount of the Letter of Credit Usage.


 


“Revolving Lender”
means a Lender that has a Revolving Loan Exposure or Letter of Credit Exposure.


 






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“Revolving Loan Exposure”
means, with respect to any Revolving Lender, as of any date of determination (a) prior to the termination of the Revolver Commitments,
the amount of such Lender’s Revolver Commitment, and (b) after the termination of the Revolver Commitments, the aggregate
outstanding principal amount of the Revolving Loans of such Lender.


 


“Revolving Loans”
has the meaning specified therefor in Section 2.1(a) of this Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Simple SOFR Adjustment”
a percentage equal to 0.10% per annum.


 


“Simple SOFR Determination
Day” has the meaning specified therefor in the definition of Adjusted Daily Simple SOFR.


 






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


 


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


 


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


 


“SOFR Administrator’s
Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor
source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.


 


“SOFR Loan”
means any Daily Simple SOFR Loan or Term SOFR Loan.


 


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


 


“Standard Letter of
Credit Practice” means, for Issuing Bank, any domestic or foreign law or letter of credit practices applicable in the city
in which Issuing Bank issued the applicable Letter of Credit or, for its branch or correspondent, such laws and practices applicable
in the city in which it has advised, confirmed or negotiated such Letter of Credit, as the case may be, in each case, (a) which
letter of credit practices are of banks that regularly issue letters of credit in the particular city, and (b) which laws or letter
of credit practices are required or permitted under ISP or UCP, as chosen in the applicable Letter of Credit.


 


“Subject Holder”
has the meaning specified therefor in Section 2.4(e)(v) of this Agreement.


 


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


 


“Supermajority Lenders”
means, at any time, Revolving Lenders having or holding more than 66 2/3% of the aggregate Revolving Loan Exposure of all Revolving Lenders;
provided, that (i) the Revolving Loan Exposure of any Defaulting Lender shall be disregarded in the determination of the
Supermajority Lenders, and (ii) at any time there are two or more Revolving Lenders (who are not Affiliates of one another), “Supermajority
Lenders” must include at least two Revolving Lenders (who are not Affiliates of one another or Defaulting Lenders).


 






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“Supported QFC”
has the meaning specified therefor in Section 17.15 of this Agreement.


 


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


 


“Swing Lender”
means Wells Fargo or any other Lender that, at the request of Borrowers and with the consent of Agent agrees, in such Lender’s
sole discretion, to become the Swing Lender under Section 2.3(b) of this Agreement.


 


“Swing Loan”
has the meaning specified therefor in Section 2.3(b) of this Agreement.


 


“Swing Loan Exposure”
means, as of any date of determination with respect to any Lender, such Lender’s Pro Rata Share of the Swing Loans on such date.


 


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


 


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


 


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


 


“Term SOFR Adjustment”
means a percentage equal to 0.10% per annum.


 


“Term SOFR Administrator”
means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by Agent
in its reasonable discretion).


 


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


 


“Term SOFR Determination
Day” has the meaning specified therefor in the definition of Adjusted Term SOFR.


 


“Term SOFR Loan”
means each portion of the Revolving Loans that bears interest at a rate determined by reference to Adjusted Term SOFR.


 






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“Term SOFR Notice”
means a written notice in the form of Exhibit S-1 to this Agreement.


 


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


 


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


 


“UCP” means,
with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits 2007 Revision, International Chamber
of Commerce Publication No. 600 and any version or revision thereof accepted by Issuing Bank for use.


 


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


 


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


 


“Unadjusted Benchmark
Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


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


 


“United States”
means the United States of America.


 


“Unused Line Fee”
has the meaning specified therefor in Section 2.10(b) of this Agreement.


 


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


 


“U.S. Special Resolution
Regimes” has the meaning specified therefor in Section 17.15 of this Agreement.


 


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


 


“Wells Fargo”
means Wells Fargo Bank, National Association, a national banking association.


 






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


 


1.2            Accounting
Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Administrative
Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change
occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative
Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice
is given before or after such Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate
in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of
having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective
positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by
the Required Lenders and the Borrowers, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred.
When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Parent”
or “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean the Loan
Parties and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the
contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained
herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards Board’s
Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities
or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions
or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation,
supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the
scope of the audit (other than any qualification pertaining to the impending maturity of the Obligations occurring within twelve (12)
months after such audit) .


 


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


 






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1.4            Construction.
Unless the context of this Agreement or any other Loan Document clearly requires otherwise, references to the plural include the singular,
references to the singular include the plural, the terms “includes” and “including” are not limiting, and the
term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The
words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement
or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be, as a whole and not to any particular
provision of this Agreement or such other Loan Document, as the case may be. Section, subsection, clause, schedule, and exhibit references
herein are to this Agreement unless otherwise specified. Any reference in this Agreement or in any other Loan Document to any agreement,
instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions,
joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes,
extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). The words “asset”
and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible
assets and properties. Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations
shall mean (a) the payment or repayment in full in immediately available funds of (i) the principal amount of, and interest
accrued and unpaid with respect to, all outstanding Loans, together with the payment of any premium applicable to the repayment of the
Loans, (ii) all Lender Group Expenses that have accrued and are unpaid regardless of whether demand has been made therefor, and
(iii) all fees or charges that have accrued hereunder or under any other Loan Document (including the Letter of Credit Fee and the
Unused Line Fee) and are unpaid, (b) in the case of contingent reimbursement obligations with respect to Letters of Credit, providing
Letter of Credit Collateralization, (c) in the case of obligations with respect to Bank Products (other than Hedge Obligations),
providing Bank Product Collateralization, (d) the receipt by Agent of cash collateral in order to secure any other contingent Obligations
for which a claim or demand for payment has been made on or prior to such time or in respect of matters or circumstances known to Agent
or a Lender at such time that are reasonably expected to result in any loss, cost, damage, or expense (including attorneys’ fees
and legal expenses), such cash collateral to be in such amount as Agent reasonably determines is appropriate to secure such contingent
Obligations, (e) the payment or repayment in full in immediately available funds of all other outstanding 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 Hedge Agreements provided by Hedge Providers) other than (i) unasserted contingent indemnification Obligations,
(ii) any Bank Product Obligations (other than Hedge Obligations) 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 Hedge Obligations that,
at such time, are allowed by the applicable Hedge Provider to remain outstanding without being required to be repaid, and (f) the
termination of all of the Commitments of the Lenders. Any reference herein to any Person shall be construed to include such Person’s
successors and assigns. Any requirement of a writing contained herein or in any other Loan Document shall be satisfied by the transmission
of a Record.


 


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


 


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


 


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


 






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


 


2.            LOANS
AND TERMS OF PAYMENT.


 


2.1            Revolving
Loans.


 


(a)            Subject
to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly
or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding
not to exceed the lesser of:


 


(i)            such
Lender’s Revolver Commitment, or


 


(ii)           such
Lender’s Pro Rata Share of an amount equal to the lesser of:


 


(A)           the
amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such
time, plus (z) the principal amount of Swing Loans outstanding at such time, and


 


(B)            the
amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers
to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the
sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding
at such time.


 


(b)            Amounts
borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed
at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued
and unpaid thereon, shall constitute Obligations and shall be due and payable on the Maturity Date or, if earlier, on the date on which
they otherwise become due and payable pursuant to the terms of this Agreement.


 






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(c)            Anything
to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in
the exercise of its Permitted Discretion, to establish and increase or decrease Reserves against the Borrowing Base or the Maximum Revolver
Amount. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible
Accounts and Eligible Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the
basis for such Reserve or change in eligibility and shall not be duplicative of any other Reserve established and currently maintained
or eligibility criteria.


 


2.2            [Reserved].


 


2.3            Borrowing
Procedures and Settlements.


 


(a)            Procedure
for Borrowing Revolving Loans. Each Borrowing shall be made by a written request by an Authorized Person delivered to Agent (which
may be delivered through Agent’s electronic platform or portal) and received by Agent no later than 11:00 a.m. (i) on
the Business Day that is the requested Funding Date in the case of a request for a Swing Loan, (ii) on the Business Day that is
one Business Day prior to the requested Funding Date in the case of a request for a Base Rate Loan, (iii) on the U.S. Government
Securities Business Day that is three U.S. Government Securities Business Days prior to the requested Funding Date in the case of a request
for a Term SOFR Loan, and (iv) on the U.S. Government Securities Business Day that is five U.S. Government Securities Business Days
prior to the requested Funding Date in the case of a request for a Daily Simple SOFR Loan that is not a Swing Loan, specifying (A) the
amount of such Borrowing, and (B) the requested Funding Date (which shall be a Business Day); provided, that Agent may, in its sole
discretion, elect to accept as timely requests that are received later than 11:00 a.m. on the applicable Business Day or U.S. Government
Securities Business Day, as applicable. All Borrowing requests which are not made on-line via Agent’s electronic platform or portal
shall be subject to (and unless Agent elects otherwise in the exercise of its sole discretion, such Borrowings shall not be made until
the completion of) Agent’s authentication process (with results satisfactory to Agent) prior to the funding of any such requested
Revolving Loan.


 


(b)            Making
of Swing Loans. In the case of a Revolving Loan and so long as any of (i) the aggregate amount of Swing Loans made since the
last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus
the amount of the requested Swing Loan does not exceed $7,500,000, or (ii) Swing Lender, in its sole discretion, agrees
to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving Loan made
by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such
Revolving Loans being referred to as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto
by transferring immediately available funds in the amount of such Borrowing to the Designated Account. Each Swing Loan shall be deemed
to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to
other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its
own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make
any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3
will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed
the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent
set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing
Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from
time to time to Revolving Loans that are Base Rate Loans.


 






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(c)            Making
of Revolving Loans.


 


(i)            In
the event that Swing Lender is not obligated to make a Swing Loan, then after receipt of a request for a Borrowing pursuant to Section 2.3(a)(i),
Agent shall notify the Lenders by telecopy, telephone, email, or other electronic form of transmission, of the requested Borrowing; such
notification to be sent prior to 11:00 a.m. at least one Business Day prior to the requested Funding Date. If Agent has notified
the Lenders of a requested Borrowing on the Business Day that is one Business Day prior to the Funding Date, then each Lender shall make
the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s
Account, not later than 10:00 a.m. on the Business Day that is the requested Funding Date. After Agent’s receipt of the proceeds
of such Revolving Loans from the Lenders, Agent shall make the proceeds thereof available to Borrowers on the applicable Funding Date
by transferring immediately available funds equal to such proceeds received by Agent to the Designated Account; provided, that
subject to the provisions of Section 2.3(d)(ii), no Lender shall have an obligation to make any Revolving Loan, if (1) one
or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date
for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability
on such Funding Date.


 


(ii)           Unless
Agent receives notice from a Lender prior to 9:30 a.m. on the Business Day that is the requested Funding Date relative to a requested
Borrowing as to which Agent has notified the Lenders of a requested Borrowing that such Lender will not make available as and when required
hereunder to Agent for the account of Borrowers the amount of that Lender’s Pro Rata Share of the Borrowing, Agent may assume that
each Lender has made or will make such amount available to Agent in immediately available funds on the Funding Date and Agent may (but
shall not be so required), in reliance upon such assumption, make available to Borrowers a corresponding amount. If, on the requested
Funding Date, any Lender shall not have remitted the full amount that it is required to make available to Agent in immediately available
funds and if Agent has made available to Borrowers such amount on the requested Funding Date, then such Lender shall make the amount
of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s
Account, no later than 10:00 a.m. on the Business Day that is the first Business Day after the requested Funding Date (in which
case, the interest accrued on such Lender’s portion of such Borrowing for the Funding Date shall be for Agent’s separate
account). If any Lender shall not remit the full amount that it is required to make available to Agent in immediately available funds
as and when required hereby and if Agent has made available to Borrowers such amount, then that Lender shall be obligated to immediately
remit such amount to Agent, together with interest at the Defaulting Lender Rate for each day until the date on which such amount is
so remitted. A notice submitted by Agent to any Lender with respect to amounts owing under this Section 2.3(c)(ii) shall
be conclusive, absent manifest error. If the amount that a Lender is required to remit is made available to Agent, then such payment
to Agent shall constitute such Lender’s Revolving Loan for all purposes of this Agreement. If such amount is not made available
to Agent on the Business Day following the Funding Date, Agent will notify Administrative Borrower of such failure to fund and, upon
demand by Agent, Borrowers shall pay such amount to Agent for Agent’s account, together with interest thereon for each day elapsed
since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Revolving Loans composing
such Borrowing.


 


(d)            Protective
Advances and Optional Overadvances.


 


(i)            Any
contrary provision of this Agreement or any other Loan Document notwithstanding (but subject to Section 2.3(d)(iv)), at any
time (A) after the occurrence and during the continuance of a Default or an Event of Default, or (B) that any of the other
applicable conditions precedent set forth in Section 3 are not satisfied, Agent hereby is authorized by Borrowers and the
Lenders, from time to time, in Agent’s sole discretion, to make Revolving Loans to, or for the benefit of, Borrowers, on behalf
of the Revolving Lenders, that Agent, in its Permitted Discretion, deems necessary or desirable (1) to preserve or protect the Collateral,
or any portion thereof, or (2) to enhance the likelihood of repayment of the Obligations (other than the Bank Product Obligations)
(the Revolving Loans described in this Section 2.3(d)(i) shall be referred to as “Protective Advances”).


 








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(ii)           Any
contrary provision of this Agreement or any other Loan Document notwithstanding, the Lenders hereby authorize Agent or Swing Lender,
as applicable, and either Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to
make Revolving Loans (including Swing Loans) to Borrowers notwithstanding that an Overadvance exists or would be created thereby, so
long as (A) after giving effect to such Revolving Loans, the outstanding Revolver Usage does not exceed the Borrowing Base by more
than 10% of the Borrowing Base, and (B) subject to Section 2.3(d)(iv) below, after giving effect to such Revolving
Loans, the outstanding Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group
Expenses) does not exceed the Maximum Revolver Amount. In the event Agent obtains actual knowledge that the Revolver Usage exceeds the
amounts permitted by this Section 2.3(d), regardless of the amount of, or reason for, such excess, Agent shall notify the
Lenders as soon as practicable (and prior to making any (or any additional) intentional Overadvances (except for and excluding amounts
charged to the Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent
harm to the Collateral or its value, in which case Agent may make such Overadvances and provide notice as promptly as practicable thereafter),
and the Lenders with Revolver Commitments thereupon shall, together with Agent, jointly determine the terms of arrangements that shall
be implemented with Borrowers intended to reduce, within a reasonable time, the outstanding principal amount of the Revolving Loans to
Borrowers to an amount permitted by the preceding sentence. In such circumstances, if any Lender with a Revolver Commitment objects to
the proposed terms of reduction or repayment of any Overadvance, the terms of reduction or repayment thereof shall be implemented according
to the determination of the Required Lenders.


 


(iii)          Each
Protective Advance and each Overadvance (each, an “Extraordinary Advance”) shall be deemed to be a Revolving Loan
hereunder. Prior to Settlement of any Extraordinary Advance, all payments with respect thereto, including interest thereon, shall be
payable to Agent solely for its own account. Each Revolving Lender shall be obligated to settle with Agent as provided in Section 2.3(e) (or
Section 2.3(g), as applicable) for the amount of such Lender’s Pro Rata Share of any Extraordinary Advance. The Extraordinary
Advances shall be repayable on demand, secured by Agent’s Liens, constitute Obligations hereunder, and bear interest at the rate
applicable from time to time to Revolving Loans that are Daily Simple SOFR Loans. The provisions of this Section 2.3(d) are
for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Borrowers (or any other Loan Party)
in any way.


 


(iv)         Notwithstanding
anything contained in this Agreement or any other Loan Document to the contrary, no Extraordinary Advance may be made by Agent if such
Extraordinary Advance would cause the aggregate Revolver Usage to exceed the Maximum Revolver Amount or any Lender’s Pro Rata Share
of the Revolver Usage to exceed such Lender’s Revolver Commitments; provided that Agent may make Extraordinary Advances
in excess of the foregoing limitations so long as such Extraordinary Advances that cause the aggregate Revolver Usage to exceed the Maximum
Revolver Amount or a Lender’s Pro Rata Share of the Revolver Usage to exceed such Lender’s Revolver Commitments are for Agent’s
sole and separate account and not for the account of any Lender. No Lender shall have an obligation to settle with Agent for such Extraordinary
Advances that cause the aggregate Revolver Usage to exceed the Maximum Revolver Amount or a Lender’s Pro Rata Share of the Revolver
Usage to exceed such Lender’s Revolver Commitments as provided in Section 2.3(e) (or Section 2.3(g),
as applicable).


 






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


 


(i)            Agent
shall request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if so determined
by Agent in its sole discretion (1) on behalf of Swing Lender, with respect to the outstanding Swing Loans, (2) for itself,
with respect to the outstanding Extraordinary Advances, and (3) with respect to any Loan Party’s or any of their Subsidiaries’
payments or other amounts received, as to each by notifying the Lenders by telecopy, telephone, or other similar form of transmission,
of such requested Settlement, no later than 2:00 p.m. on the Business Day immediately prior to the date of such requested Settlement
(the date of such requested Settlement being the “Settlement Date”). Such notice of a Settlement Date shall include
a summary statement of the amount of outstanding Revolving Loans (including Swing Loans and Extraordinary Advances) for the period since
the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g)): (y) if the
amount of the Revolving Loans (including Swing Loans and Extraordinary Advances) made by a Lender that is not a Defaulting Lender exceeds
such Lender’s Pro Rata Share of the Revolving Loans (including Swing Loans and Extraordinary Advances) as of a Settlement Date,
then Agent shall, by no later than 12:00 p.m. on the Settlement Date, transfer in immediately available funds to a Deposit Account
of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the
Settlement Date, its Pro Rata Share of the Revolving Loans (including Swing Loans and Extraordinary Advances), and (z) if the amount
of the Revolving Loans (including Swing Loans and Extraordinary Advances) made by a Lender is less than such Lender’s Pro Rata
Share of the Revolving Loans (including Swing Loans and Extraordinary Advances) as of a Settlement Date, such Lender shall no later than
12:00 p.m. on the Settlement Date transfer in immediately available funds to Agent’s Account, an amount such that each such
Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Loans (including Swing
Loans and Extraordinary Advances). Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall
be applied against the amounts of the applicable Swing Loans or Extraordinary Advances and, together with the portion of such Swing Loans
or Extraordinary Advances representing Swing Lender’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders.
If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the
terms hereof, Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon
at the Defaulting Lender Rate.


 


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


 






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(iii)          Between
Settlement Dates, Agent, to the extent Extraordinary Advances or Swing Loans are outstanding, may pay over to Agent or Swing Lender,
as applicable, any payments or other amounts received by Agent, that in accordance with the terms of this Agreement would be applied
to the reduction of the Revolving Loans, for application to the Extraordinary Advances or Swing Loans. Between Settlement Dates, Agent,
to the extent no Extraordinary Advances or Swing Loans are outstanding, may pay over to Swing Lender any payments or other amounts received
by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application
to Swing Lender’s Pro Rata Share of the Revolving Loans. If, as of any Settlement Date, payments or other amounts of the Loan Parties
or their Subsidiaries received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata
Share of the Revolving Loans other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to Agent for
the accounts of the Lenders, and Agent shall pay to the Lenders (other than a Defaulting Lender if Agent has implemented the provisions
of Section 2.3(g)), to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each such Lender
shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between
Settlement Dates, Swing Lender with respect to Swing Loans, Agent with respect to Extraordinary Advances, and each Lender with respect
to the Revolving Loans other than Swing Loans and Extraordinary Advances, shall be entitled to interest at the applicable rate or rates
payable under this Agreement on the daily amount of funds employed by Swing Lender, Agent, or the Lenders, as applicable.


 


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


 


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


 






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(g)            Defaulting
Lenders.


 


(i)            Notwithstanding
the provisions of Section 2.4(b)(iii), Agent shall not be obligated to transfer to a Defaulting Lender any payments made
by Borrowers to Agent for the Defaulting Lender’s benefit or any proceeds of Collateral that would otherwise be remitted hereunder
to the Defaulting Lender, and, in the absence of such transfer to the Defaulting Lender, Agent shall transfer any such payments (A) first,
to Agent to the extent of any Extraordinary Advances that were made by Agent and that were required to be, but were not, paid by Defaulting
Lender, (B) second, to Swing Lender to the extent of any Swing Loans that were made by Swing Lender and that were required to be,
but were not, paid by the Defaulting Lender, (C) third, to Issuing Bank, to the extent of the portion of a Letter of Credit Disbursement
that was required to be, but was not, paid by the Defaulting Lender, (D) fourth, to each Non-Defaulting Lender ratably in accordance
with their Commitments (but, in each case, only to the extent that such Defaulting Lender’s portion of a Revolving Loan (or other
funding obligation) was funded by such other Non-Defaulting Lender), (E) fifth, in Agent’s sole discretion, to a suspense
account maintained by Agent, the proceeds of which shall be retained by Agent and may be made available to be re-advanced to or for the
benefit of Borrowers (upon the request of Borrowers and subject to the conditions set forth in Section 3.2) as if such Defaulting
Lender had made its portion of Revolving Loans (or other funding obligations) hereunder, and (F) sixth, from and after the date
on which all other Obligations have been paid in full, to such Defaulting Lender in accordance with tier (L) of Section 2.4(b)(iii).
Subject to the foregoing, Agent may hold and, in its discretion, re-lend to Borrowers for the account of such Defaulting Lender the amount
of all such payments received and retained by Agent for the account of such Defaulting Lender. Solely for the purposes of voting or consenting
to matters with respect to the Loan Documents (including the calculation of Pro Rata Share in connection therewith) and for the purpose
of calculating the fee payable under Section 2.10(b), such Defaulting Lender shall be deemed not to be a “Lender”
and such Lender’s Commitment shall be deemed to be zero; provided, that the foregoing shall not apply to any of the matters
governed by Section 14.1(a)(i) through (iii). The provisions of this Section 2.3(g) shall remain
effective with respect to such Defaulting Lender until the earlier of (y) the date on which all of the Non-Defaulting Lenders, Agent, Issuing
Bank, and Borrowers shall have waived, in writing, the application of this Section 2.3(g) to such Defaulting Lender,
or (z) the date on which such Defaulting Lender makes payment of all amounts that it was obligated to fund hereunder, pays to Agent
all amounts owing by Defaulting Lender in respect of the amounts that it was obligated to fund hereunder, and, if requested by Agent,
provides adequate assurance of its ability to perform its future obligations hereunder (on which earlier date, so long as no Event of
Default has occurred and is continuing, any remaining cash collateral held by Agent pursuant to Section 2.3(g)(ii) shall
be released to Borrowers). The operation of this Section 2.3(g) shall not be construed to increase or otherwise affect
the Commitment of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations
hereunder, or to relieve or excuse the performance by any Borrower of its duties and obligations hereunder to Agent, Issuing Bank,
or to the Lenders other than such Defaulting Lender. Any failure by a Defaulting Lender to fund amounts that it was obligated to fund
hereunder shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle Borrowers, at their option,
upon written notice to Agent, to arrange for a substitute Lender to assume the Commitment of such Defaulting Lender, such substitute
Lender to be reasonably acceptable to Agent. In connection with the arrangement of such a substitute Lender, the Defaulting Lender shall
have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance in
favor of the substitute Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so)
subject only to being paid its share of the outstanding Obligations (other than Bank Product Obligations, but including (1) all
interest, fees, and other amounts that may be due and payable in respect thereof, and (2) an assumption of its Pro Rata Share of
its participation in the Letters of Credit); provided, that any such assumption of the Commitment of such Defaulting Lender shall
not be deemed to constitute a waiver of any of the Lender Groups’ or Borrowers’ rights or remedies against any such Defaulting
Lender arising out of or in relation to such failure to fund. In the event of a direct conflict between the priority provisions of this
Section 2.3(g) and any other provision contained in this Agreement or any other Loan Document, it is the intention of
the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other.
In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.3(g) shall
control and govern.


 


(ii)            If
any Swing Loan or Letter of Credit is outstanding at the time that a Lender becomes a Defaulting Lender then:


 


(A)           such
Defaulting Lender’s Swing Loan Exposure and Letter of Credit Exposure shall be reallocated among the Non-Defaulting Lenders in
accordance with their respective Pro Rata Shares but only to the extent (x) the sum of all Non-Defaulting Lenders’ Pro Rata
Share of Revolver Usage plus such Defaulting Lender’s Swing Loan Exposure and Letter of Credit Exposure does not exceed the total
of all Non-Defaulting Lenders’ Revolver Commitments and (y) the conditions set forth in Section 3.2 are satisfied at
such time;


 


(B)            if
the reallocation described in clause (A) above cannot, or can only partially, be effected, Borrowers shall within one Business Day
following notice by the Agent (x) first, prepay such Defaulting Lender’s Swing Loan Exposure (after giving effect to any partial
reallocation pursuant to clause (A) above), and (y) second, cash collateralize such Defaulting Lender’s Letter of Credit
Exposure (after giving effect to any partial reallocation pursuant to clause (A) above), pursuant to a cash collateral agreement
to be entered into in form and substance reasonably satisfactory to the Agent, for so long as such Letter of Credit Exposure is outstanding;
provided, that Borrowers shall not be obligated to cash collateralize any Defaulting Lender’s Letter of Credit Exposure
if such Defaulting Lender is also Issuing Bank;


 






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(C)           if
Borrowers cash collateralize any portion of such Defaulting Lender’s Letter of Credit Exposure pursuant to this Section 2.3(g)(ii),
Borrowers shall not be required to pay any Letter of Credit Fees to Agent for the account of such Defaulting Lender pursuant to Section 2.6(b) with
respect to such cash collateralized portion of such Defaulting Lender’s Letter of Credit Exposure during the period such Letter
of Credit Exposure is cash collateralized;


 


(D)           to
the extent the Letter of Credit Exposure of the Non-Defaulting Lenders is reallocated pursuant to this Section 2.3(g)(ii),
then the Letter of Credit Fees payable to the Non-Defaulting Lenders pursuant to Section 2.6(b) shall be adjusted in
accordance with such Non-Defaulting Lenders’ Letter of Credit Exposure;


 


(E)            to
the extent any Defaulting Lender’s Letter of Credit Exposure is neither cash collateralized nor reallocated pursuant to this Section 2.3(g)(ii),
then, without prejudice to any rights or remedies of Issuing Bank or any Lender hereunder, all Letter of Credit Fees that would have
otherwise been payable to such Defaulting Lender under Section 2.6(b) with respect to such portion of such Letter of
Credit Exposure shall instead be payable to Issuing Bank until such portion of such Defaulting Lender’s Letter of Credit Exposure
is cash collateralized or reallocated;


 


(F)            so
long as any Lender is a Defaulting Lender, the Swing Lender shall not be required to make any Swing Loan and Issuing Bank shall not be
required to issue, amend, or increase any Letter of Credit, in each case, except to the extent (x) the Defaulting Lender’s
Pro Rata Share of such Swing Loans or Letter of Credit has been reallocated pursuant to this Section 2.3(g)(ii), or (y) the
Swing Lender or Issuing Bank, as applicable, has not otherwise entered into arrangements reasonably satisfactory to the Swing Lender
or Issuing Bank, as applicable, and Borrowers to eliminate the Swing Lender’s or Issuing Bank’s risk with respect to the
Defaulting Lender’s participation in Swing Loans or Letters of Credit; and


 


(G)            Agent
may release any cash collateral provided by Borrowers pursuant to this Section 2.3(g)(ii) to Issuing Bank and Issuing
Bank may apply any such cash collateral to the payment of such Defaulting Lender’s Pro Rata Share of any Letter of Credit Disbursement
that is not reimbursed by Borrowers pursuant to Section 2.11(d). Subject to Section 17.14, no reallocation hereunder
shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having
become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased
exposure following such reallocation.


 


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


 


2.4            Payments;
Reductions of Commitments; Prepayments.


 


(a)            Payments
by Borrowers.


 


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


 








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


 


(b)            Apportionment
and Application.


 


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


 


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


 


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


 


(A)           first,
to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Agent under the Loan Documents
and to pay interest and principal on Extraordinary Advances that are held solely by Agent pursuant to the terms of Section 2.4(c)(iii),
until paid in full,


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


(I)            ninth,
to pay interest accrued in respect of the Revolving Loans (other than Protective Advances and Swing Loans), until paid in full,


 


(J)            tenth,
ratably


 


i.            to
pay the principal of all Revolving Loans (other than Protective Advances and Swing Loans), until paid in full,


 


ii.           to
Agent, to be held by Agent, for the benefit of Issuing Bank (and for the ratable benefit of each of the Lenders that have an obligation
to pay to Agent, for the account of Issuing Bank, a share of each Letter of Credit Disbursement), as cash collateral in an amount up
to 105% of the Letter of Credit Usage (to the extent permitted by applicable law, such cash collateral shall be applied to the reimbursement
of any Letter of Credit Disbursement as and when such disbursement occurs and, if a Letter of Credit expires undrawn, the cash collateral
held by Agent in respect of such Letter of Credit shall, to the extent permitted by applicable law, be reapplied pursuant to this Section 2.4(b)(iii),
beginning with tier (A) hereof),


 


iii.          ratably,
to (y) the Bank Product Providers based upon amounts then certified by each applicable Bank Product Provider to Agent (in form and
substance satisfactory to Agent) to be due and payable to such Bank Product Provider on account of Bank Product Obligations, and (z) with
any balance to be paid to Agent, to be held by Agent, for the ratable benefit of the Bank Product Providers, as cash collateral (which
cash collateral may be released by Agent to the applicable Bank Product Provider and applied by such Bank Product Provider to the payment
or reimbursement of any amounts due and payable with respect to Bank Product Obligations owed to the applicable Bank Product Provider
as and when such amounts first become due and payable and, if and at such time as all such Bank Product Obligations are paid or otherwise
satisfied in full, the cash collateral held by Agent in respect of such Bank Product Obligations shall be reapplied pursuant to this
Section 2.4(b)(iii), beginning with tier (A) hereof),


 


(A)          eleventh,
to pay any other Obligations other than Obligations owed to Defaulting Lenders,


 


(B)           twelfth,
ratably to pay any Obligations owed to Defaulting Lenders; and


 


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


 






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


 


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


 


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


 


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


 


(c)            Reduction
of Commitments. The Revolver Commitments shall terminate on the Maturity Date or earlier termination thereof pursuant to the terms
of this Agreement. Borrowers may reduce the Revolver Commitments, without premium or penalty, to an amount (which may be zero) not less
than the sum of (A) the Revolver Usage as of such date, plus (B) the principal amount of all Revolving Loans
not yet made as to which a request has been given by Borrowers under Section 2.3(a), plus (C) the amount
of all Letters of Credit not yet issued as to which a request has been given by Borrowers pursuant to Section 2.11(a). Each
such reduction shall be in an amount which is not less than $5,000,000 (unless the Revolver Commitments are being reduced to zero and
the amount of the Revolver Commitments in effect immediately prior to such reduction are less than $5,000,000), shall be made by providing
not less than five (5) Business Days prior written notice to Agent, and shall be irrevocable; provided, that, in the
event a notice of termination of the Revolver Commitments in full is delivered to Agent by the Borrowers which states that such notice
is conditioned upon the consummation of other credit facilities or debt or equity issuances by a specified date (which specified date
shall be no later than 20 days from the date of such notice), such notice may be revoked by the Borrowers (by notice to the Agent on
or prior to such specified date) if such condition is not satisfied. Unless the Revolver Commitments are being reduced to zero, in no
event shall the Revolver Commitments be reduced pursuant to this Section 2.4(c) to an amount less than $20,000,000. The Revolver
Commitments, once reduced, may not be increased. Each such reduction of the Revolver Commitments shall reduce the Revolver Commitments
of each Lender proportionately in accordance with its ratable share thereof. In connection with any reduction in the Revolver Commitments
prior to the Maturity Date, if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrowers shall deliver to Agent an updated
Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together
with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements
under Regulations T, U or X of the Federal Reserve Board.


 


(d)            Optional
Prepayments. Borrowers may prepay the principal of any Revolving Loan at any time in whole or in part, without premium or penalty.


 






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(e)            Mandatory
Prepayments.


 


(i)            Borrowing
Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected
in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, or (y) the Maximum Revolver Amount, in all cases
as adjusted for Reserves established by Agent in accordance with Section 2.1(c), then Borrowers shall promptly, but in any
event, within one (1) Business Day prepay the Obligations in accordance with Section 2.4(f)(i) in an aggregate
amount equal to the amount of such excess.


 


(ii)           [Reserved].


 


(iii)          Dispositions.
Within one (1) Business Day of the date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any
voluntary or involuntary sale or disposition of assets of any Loan Party or any of its Subsidiaries (including Net Cash Proceeds of insurance
or arising from casualty losses or condemnations and payments in lieu thereof, in each case, in excess of $250,000 in any fiscal year
of Parent, but excluding Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b),
(c), (d), (e), (f), (i), (j), (k), (l), (m), (n), or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the
outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of
such Net Cash Proceeds received by such Person in connection with such sales or dispositions; provided, that so long as (A) no
Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) Borrowers shall have given Agent
prior written notice of Borrowers’ intention to apply such monies to the costs of replacement of the properties or assets that
are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Loan
Party or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest,
and (D) such Loan Party or its Subsidiary, as applicable, completes such replacement, purchase, or construction within 180 days
after the initial receipt of such monies, then the Loan Party or such Loan Party’s Subsidiary whose assets were the subject of
such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale
or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party or such Subsidiary
unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made
or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent
and applied in accordance with Section 2.4(f)(ii); provided, that no Loan Party nor any of its Subsidiaries shall
have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $1,000,000 in any given
fiscal year. Nothing contained in this Section 2.4(e)(iii) shall permit any Loan Party or any of its Subsidiaries to
sell or otherwise dispose of any assets other than in accordance with Section 6.4.


 


(iv)          Extraordinary
Receipts. Within one (1) Business Day of the date of receipt by any Loan Party or any of its Subsidiaries of any Extraordinary
Receipts in excess of $250,000 in any fiscal year of Parent, Borrowers shall prepay the outstanding principal amount of the Obligations
in accordance with Section 2.4(f)(ii) in an amount equal to 100% of the Net Cash Proceeds of such Extraordinary Receipts.


 


(v)           Indebtedness.
Within one (1) Business Day of the date of incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than
Permitted Indebtedness), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in
an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such incurrence. The provisions of this Section 2.4(e)(v) shall
not be deemed to be implied consent to any such incurrence otherwise prohibited by the terms of this Agreement.


 






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(vi)          Equity.
Within one (1) Business Day of the date of the issuance by any Loan Party or any of its Subsidiaries of any Equity Interests
(other than (A) any Equity Interests issued by a Loan Party to another Loan Party, (B) the issuance of Equity Interests by
Parent to any Person that is an equity holder of Parent prior to such issuance (a “Subject Holder”) so long as such
Subject Holder did not acquire any Equity Interests of Parent so as to become a Subject Holder concurrently with, or in contemplation
of, the issuance of such Equity Interests to such Subject Holder, (C) the issuance of Equity Interests of Parent in connection with
the raising of Curative Equity, (D) the issuance of Equity Interests of Parent to directors, officers and employees of Parent and
its Subsidiaries pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved
by the Board of Directors, and (E) the issuance of Equity Interests by a Subsidiary of a Loan Party to its parent or member in connection
with the contribution by such parent or member to such Subsidiary of the proceeds of an issuance described in clauses (A) –
(E) above), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in
an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such issuance. The provisions of this Section 2.4(e)(vi) shall
not be deemed to be implied consent to any such issuance otherwise prohibited by the terms of this Agreement.


 


(vii)         Curative
Equity. Within 1 Business Day of the date of receipt by Borrower of the proceeds of any Curative Equity pursuant to Section 9.3,
Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an
amount equal to 100% of such proceeds.


 


(f)            Application
of Payments.


 


(i)            Each
prepayment pursuant to Section 2.4(e)(i) shall, (1) so long as no Application Event shall have occurred and be
continuing, be applied, first, to the outstanding principal amount of the Revolving Loans (without a corresponding permanent reduction
in the Maximum Revolver Amount) until paid in full, and second, to cash collateralize the Letters of Credit in an amount equal
to 103% of the then outstanding Letter of Credit Usage (without a corresponding permanent reduction in the Maximum Revolver Amount),
and (2) if an Application Event shall have occurred and be continuing, be applied in the manner set forth in Section 2.4(b)(iii).


 


(ii)           Each
prepayment pursuant to Section 2.4(e)(iii), 2.4(e)(iv), 2.4(e)(v) or 2.4(e)(vi) shall, (A) so
long as no Application Event shall have occurred and be continuing, be applied to the outstanding principal amount of the Revolving Loans
(without a corresponding permanent reduction in the Maximum Revolver Amount), until paid in full, and (B) if an Application Event
shall have occurred and be continuing, be applied in the manner set forth in Section 2.4(b)(iii).


 


2.5            Promise
to Pay; Promissory Notes.


 


(a)            Borrowers
agree to pay the Lender Group Expenses, on the earlier of (i) subject to Section 2.6(d), the first day of the month following
the date on which the applicable Lender Group Expenses were first incurred, or (ii) the date on which demand therefor is made by
Agent (it being acknowledged and agreed that any charging of such costs, expenses or Lender Group Expenses to the Loan Account pursuant
to the provisions of Section 2.6(d) shall be deemed to constitute a demand for payment thereof for the purposes of this
subclause (ii)). Borrowers promise to pay all of the Obligations (including principal, interest, premiums, if any, fees, costs, and expenses
(including Lender Group Expenses)) in full on the Maturity Date or, if earlier, on the date on which the Obligations (other than the
Bank Product Obligations) become due and payable pursuant to the terms of this Agreement. Borrowers agree that their obligations contained
in the first sentence of this Section 2.5(a) shall survive payment or satisfaction in full of all other Obligations.


 






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


 


2.6            Interest
Rates and Letter of Credit Fee: Rates, Payments, and Calculations.


 


(a)            Interest
Rates. Except as provided in Section 2.6(c) and Section 2.12(d), all Obligations (except for undrawn
Letters of Credit) that have been charged to the Loan Account pursuant to the terms hereof shall bear interest as follows:


 


(i)            if
the relevant Obligation is a Daily Simple SOFR Loan, at a per annum rate equal to Adjusted Daily Simple SOFR plus
the Applicable Margin for SOFR Loans,


 


(ii)           if
the relevant Obligation is a Term SOFR Loan, at a per annum rate equal to Adjusted Term SOFR plus the Applicable
Margin for SOFR Loans, and


 


(iii)          otherwise,
at a per annum rate equal to the Base Rate plus the Applicable Margin for Base Rate Loans.


 


All Loans shall be Daily Simple
SOFR Loans, unless (A) converted or continued as Term SOFR Loans as provided in Section 2.12 or (B) converted to
Base Rate Loans as provided in Section 2.12(d).


 


(b)            Letter
of Credit Fee. Borrowers shall pay Agent (for the ratable benefit of the Revolving Lenders), a Letter of Credit fee (the “Letter
of Credit Fee”) (which fee shall be in addition to the fronting fees and commissions, other fees, charges and expenses set
forth in Section 2.11(k)) that shall accrue at a per annum rate equal to the Applicable Margin for SOFR Loans times
the average amount of the Letter of Credit Usage during the immediately preceding quarter (or, if an Event of Default has occurred,
month).


 


(c)            Default
Rate. (i) Automatically upon the occurrence and during the continuation of an Event of Default under Section 8.4
or 8.5 and (ii) upon the occurrence and during the continuation of any other Event of Default (other than an Event
of Default under Section 8.4 or 8.5), at the direction of the Required Lenders, and upon written notice by Agent to
Borrowers of such direction (provided, that such notice shall not be required for any Event of Default under Section 8.1),
(A) all Loans and all Obligations (except for undrawn Letters of Credit) that have been charged to the Loan Account pursuant to
the terms hereof shall bear interest at a per annum rate equal to two percentage points above the per annum rate otherwise applicable
thereunder, and (B) the Letter of Credit Fee shall be increased to two percentage points above the per annum rate otherwise
applicable hereunder.


 






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(d)            Payment.
Except to the extent provided to the contrary in Section 2.10, Section 2.11(k) or Section 2.12(a),
(i) all interest and all other fees payable hereunder or under any of the other Loan Documents (other than Letter of Credit Fees)
shall be due and payable, in arrears, on the first day of each month, (ii) all Letter of Credit Fees payable hereunder, and all
fronting fees and all commissions, other fees, charges and expenses provided for in Section 2.11(k)  shall be due and
payable, in arrears, on the first Business Day of each month, and (iii) all costs and expenses payable hereunder or under any of
the other Loan Documents, and all other Lender Group Expenses shall be due and payable on (x) with respect to Lender Group Expenses
outstanding as of the Closing Date, the Closing Date, and (y) otherwise, the earlier to occur of (A) the first day of the month
following the date on which the applicable costs, expenses, or Lender Group Expenses were first incurred, or (B) five (5) Business
Days after the date on which demand therefor is made by Agent (it being acknowledged and agreed that any charging of such costs, expenses
or Lender Group Expenses to the Loan Account pursuant to the provisions of the following sentence shall be deemed to constitute a demand
for payment thereof for the purposes of this subclause (y)). Borrowers hereby authorize Agent, from time to time without prior notice
to Borrowers, to charge to the Loan Account (A) on the first day of each month, all interest accrued during the prior month on the
Revolving Loans hereunder, (B) on the first Business Day of each month, all Letter of Credit Fees accrued or chargeable hereunder
during the prior month, (C) as and when incurred or accrued, all fees and costs provided for in Section 2.10(a) or
(c), (D) on the first day of each month, the Unused Line Fee accrued during the prior month pursuant to Section 2.10(b),
(E) as and when due and payable, all other fees payable hereunder or under any of the other Loan Documents, (F) if Borrowers
do not pay any such Lender Group Expenses within five (5) Business Days of the date of Borrowers’ receipt of written notice
thereof, all out-of-pocket audit, appraisal, valuation, or other charges or fees payable hereunder pursuant to Section 2.10(c),
(G) as and when due and payable, all other fees payable hereunder or under any of the other Loan Documents, (H) with respect
to other Lender Group Expenses, on the Closing Date and thereafter if Borrowers do not pay such other Lender Group Expenses within five
(5) Business Days of the date of Borrowers’ receipt of written notice thereof, and (I) as and when due and payable all
other payment obligations payable under any Loan Document or any Bank Product Agreement (including any amounts due and payable to the
Bank Product Providers in respect of Bank Products); provided, that if such amounts are not paid and, instead, are charged to
the Loan Account, they shall be charged thereto as of the day on which the item was first due and payable without regard to the applicable
delay and such amounts shall accrue interest from such original date; provided further, that the applicable delays set forth in
the foregoing clauses (F) and (I) shall not be applicable (and Agent shall be entitled to immediately charge to the Loan Account)
at any time that an Event of Default has occurred and is continuing. All amounts (including interest, fees, costs, expenses, Lender Group
Expenses, or other amounts payable hereunder or under any other Loan Document or under any Bank Product Agreement) charged to the Loan
Account shall thereupon constitute Revolving Loans hereunder, shall constitute Obligations hereunder, and shall initially accrue interest
at the rate then applicable to Revolving Loans that are Base Rate Loans (unless and until converted into SOFR Loans in accordance with
the terms of this Agreement).


 


(e)            Computation.
All interest and fees chargeable under the Loan Documents shall be computed on the basis of a 360 day year, or, in the case of Base Rate
Loans only, on the basis of a 365 or 366 day year (as the case may be), in each case, for the actual number of days elapsed in the period
during which the interest or fees accrue. In the event the Base Rate is changed from time to time hereafter, the rates of interest hereunder
based upon the Base Rate automatically and immediately shall be increased or decreased by an amount equal to such change in the Base
Rate.


 


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


 






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


 


2.7            Crediting
Payments. The receipt of any payment item by Agent shall not be required to be considered a payment on account unless such payment
item is a wire transfer of immediately available funds made to Agent’s Account or unless and until such payment item is honored
when presented for payment. Should any payment item not be honored when presented for payment, then Borrowers shall be deemed not to
have made such payment. Anything to the contrary contained herein notwithstanding, any payment item shall be deemed received by Agent
only if it is received into Agent’s Account on a Business Day on or before 1:00 p.m.  If any payment item is received into
Agent’s Account on a non-Business Day or after 1:00 p.m. on a Business Day (unless Agent, in its sole discretion, elects to
credit it on the date received), it shall be deemed to have been received by Agent as of the opening of business on the immediately following
Business Day.


 


2.8            Designated
Account. Agent is authorized to make the Revolving Loans, and Issuing Bank is authorized to issue the Letters of Credit, under
this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Person or, without instructions,
if pursuant to Section 2.6(d). Borrowers agree to establish and maintain the Designated Account with the Designated Account Bank
for the purpose of receiving the proceeds of the Revolving Loans requested by Borrowers and made by Agent or the Lenders hereunder. Unless
otherwise agreed by Agent and Borrowers, any Revolving Loan or Swing Loan requested by Borrowers and made by Agent or the Lenders hereunder
shall be made to the Designated Account.


 


2.9            Maintenance
of Loan Account; Statements of Obligations. Agent shall maintain an account on its books in the name of Borrowers (the “Loan
Account”) on which Borrowers will be charged with all Revolving Loans (including Extraordinary Advances and Swing Loans) made by
Agent, Swing Lender, or the Lenders to Borrowers or for Borrowers’ account, the Letters of Credit issued or arranged by Issuing
Bank for Borrowers’ account, and with all other payment Obligations hereunder or under the other Loan Documents, including, accrued
interest, fees and expenses, and Lender Group Expenses. In accordance with Section 2.7, the Loan Account will be credited with all
payments received by Agent from Borrowers or for Borrowers’ account. Agent shall make available to Borrowers monthly statements
regarding the Loan Account, including the principal amount of the Revolving Loans, interest accrued hereunder, fees accrued or charged
hereunder or under the other Loan Documents, and a summary itemization of all charges and expenses constituting Lender Group Expenses
accrued hereunder or under the other Loan Documents, and each such statement, absent manifest error, shall be conclusively presumed to
be correct and accurate and constitute an account stated between Borrowers and the Lender Group unless, within 30 days after Agent first
makes such a statement available to Borrowers, Borrowers shall deliver to Agent written objection thereto describing the error or errors
contained in such statement.


 


2.10          Fees.


 


(a)            Agent
Fees. Borrowers shall pay to Agent, for the account of Agent, as and when due and payable under the terms of the Fee Letter, the
fees set forth in the Fee Letter.


 






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(b)            Unused
Line Fee. Borrowers shall pay to Agent, for the ratable account of the Revolving Lenders, an unused line fee (the “Unused
Line Fee”) in an amount equal to the Applicable Unused Line Fee Percentage times the excess, if any, of (i) the aggregate
amount of the Revolver Commitments, over (ii) the Average Revolver Usage during the immediately preceding calendar quarter (or portion
thereof), which Unused Line Fee shall be due and payable, in arrears, on the first day of each month from and after the Closing Date
up to the first day of the month prior to the date on which the Obligations are paid in full and on the date on which the Obligations
are paid in full.


 


(c)            Field
Examination and Other Fees. Subject to any limitations set forth in Section 5.7(c), Borrowers shall pay to Agent, field
examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day,
per examiner, plus reasonable out-of-pocket expenses (including travel, meals, and lodging) for each field examination
of any Loan Party or its Subsidiaries performed by or on behalf of Agent, and (ii) the fees, charges or expenses paid or incurred
by Agent if it elects to employ the services of one or more third Persons to appraise the Collateral, or any portion thereof.


 


2.11           Letters
of Credit.


 


(a)            Subject
to the terms and conditions of this Agreement, upon the request of Borrowers made in accordance herewith, and prior to the Maturity Date, Issuing
Bank agrees to issue a requested standby Letter of Credit or a sight commercial Letter of Credit for the account of Borrowers. By submitting
a request to Issuing Bank for the issuance of a Letter of Credit, Borrowers shall be deemed to have requested that Issuing Bank issue
the requested Letter of Credit. Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding
Letter of Credit, shall be (i) irrevocable and made in writing by an Authorized Person, (ii) delivered to Agent and Issuing
Bank via telefacsimile or other electronic method of transmission reasonably acceptable to Agent and Issuing Bank and reasonably in advance
of the requested date of issuance, amendment, renewal, or extension, and (iii) subject to Issuing Bank’s authentication procedures
with results satisfactory to Issuing Bank. Each such request shall be in form and substance reasonably satisfactory to Agent and Issuing
Bank and (i) shall specify (A) the amount of such Letter of Credit, (B) the date of issuance, amendment, renewal, or extension
of such Letter of Credit, (C) the proposed expiration date of such Letter of Credit, (D) the name and address of the beneficiary
of the Letter of Credit, and (E) such other information (including, the conditions to drawing, and, in the case of an amendment,
renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare,
amend, renew, or extend such Letter of Credit, and (ii) shall be accompanied by such Issuer Documents as Agent or Issuing Bank may
request or require, to the extent that such requests or requirements are consistent with the Issuer Documents that Issuing Bank generally
requests for Letters of Credit in similar circumstances. Issuing Bank’s records of the content of any such request will be conclusive.
Anything contained herein to the contrary notwithstanding, Issuing Bank may, but shall not be obligated to, issue a Letter of Credit
that supports the obligations of a Loan Party or one of its Subsidiaries in respect of (x) a lease of real property to the extent
that the face amount of such Letter of Credit exceeds the highest rent (including all rent-like charges) payable under such lease for
a period of one year, or (y) an employment contract.


 


(b)            Issuing
Bank shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested issuance:


 


(i)            the
Letter of Credit Usage would exceed the Letter of Credit Sublimit, or


 


(ii)           the
Letter of Credit Usage would exceed the Maximum Revolver Amount less the outstanding amount of Revolving Loans (including
Swing Loans), or


 






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(iii)          the
Letter of Credit Usage would exceed the Borrowing Base at such time less the outstanding principal balance of the Revolving
Loans (inclusive of Swing Loans) at such time.


 


(c)            In
the event there is a Defaulting Lender as of the date of any request for the issuance of a Letter of Credit, Issuing Bank shall
not be required to issue or arrange for such Letter of Credit to the extent (i) the Defaulting Lender’s Letter of Credit Exposure
with respect to such Letter of Credit may not be reallocated pursuant to Section 2.3(g)(ii), or (ii) Issuing Bank has
not otherwise entered into arrangements reasonably satisfactory to it and Borrowers to eliminate Issuing Bank’s risk with respect
to the participation in such Letter of Credit of the Defaulting Lender, which arrangements may include Borrowers cash collateralizing
such Defaulting Lender’s Letter of Credit Exposure in accordance with Section 2.3(g)(ii). Additionally, Issuing
Bank shall have no obligation to issue or extend a Letter of Credit if (A) any order, judgment, or decree of any Governmental Authority
or arbitrator shall, by its terms, purport to enjoin or restrain Issuing Bank from issuing such Letter of Credit, or any law applicable
to Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction
over Issuing Bank shall prohibit or request that Issuing Bank refrain from the issuance of letters of credit generally or such Letter
of Credit in particular, or (B) the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable
to letters of credit generally, or (C) if amounts demanded to be paid under any Letter of Credit will not or may not be in United
States Dollars.


 


(d)            Any
Issuing Bank (other than Wells Fargo or any of its Affiliates) shall notify Agent in writing no later than the Business Day prior to
the Business Day on which such Issuing Bank issues any Letter of Credit. In addition, each Issuing Bank (other than Wells Fargo or any
of its Affiliates) shall, on the first Business Day of each week, submit to Agent a report detailing the daily undrawn amount of each
Letter of Credit issued by such Issuing Bank during the prior calendar week. Each Letter of Credit shall be in form and substance reasonably
acceptable to Issuing Bank, including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Bank
makes a payment under a Letter of Credit, Borrowers shall pay to Agent an amount equal to the applicable Letter of Credit Disbursement
on the Business Day such Letter of Credit Disbursement is made and, in the absence of such payment, the amount of the Letter of Credit
Disbursement immediately and automatically shall be deemed to be a Revolving Loan hereunder (notwithstanding any failure to satisfy any
condition precedent set forth in Section 3) and, initially, shall bear interest at the rate then applicable to Revolving
Loans that are Base Rate Loans. If a Letter of Credit Disbursement is deemed to be a Revolving Loan hereunder, Borrowers’ obligation
to pay the amount of such Letter of Credit Disbursement to Issuing Bank shall be automatically converted into an obligation to pay the
resulting Revolving Loan. Promptly following receipt by Agent of any payment from Borrowers pursuant to this paragraph, Agent shall distribute
such payment to Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to Section 2.11(e) to
reimburse Issuing Bank, then to such Revolving Lenders and Issuing Bank as their interests may appear.


 






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(e)            Promptly
following receipt of a notice of a Letter of Credit Disbursement pursuant to Section 2.11(d), each Revolving Lender agrees
to fund its Pro Rata Share of any Revolving Loan deemed made pursuant to Section 2.11(d) on the same terms and conditions
as if Borrowers had requested the amount thereof as a Revolving Loan and Agent shall promptly pay to Issuing Bank the amounts so received
by it from the Revolving Lenders. By the issuance of a Letter of Credit (or an amendment, renewal, or extension of a Letter of Credit)
and without any further action on the part of Issuing Bank or the Revolving Lenders, Issuing Bank shall be deemed to have granted
to each Revolving Lender, and each Revolving Lender shall be deemed to have purchased, a participation in each Letter of Credit issued
by Issuing Bank, in an amount equal to its Pro Rata Share of such Letter of Credit, and each such Revolving Lender agrees to pay to Agent,
for the account of Issuing Bank, such Revolving Lender’s Pro Rata Share of any Letter of Credit Disbursement made by Issuing Bank
under the applicable Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely
and unconditionally agrees to pay to Agent, for the account of Issuing Bank, such Revolving Lender’s Pro Rata Share of each Letter
of Credit Disbursement made by Issuing Bank and not reimbursed by Borrowers on the date due as provided in Section 2.11(d),
or of any reimbursement payment that is required to be refunded (or that Agent or Issuing Bank elects, based upon the advice of counsel,
to refund) to Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its obligation to deliver to Agent, for the
account of Issuing Bank, an amount equal to its respective Pro Rata Share of each Letter of Credit Disbursement pursuant to this Section 2.11(e) shall
be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default
or Default or the failure to satisfy any condition set forth in Section 3. If any such Revolving Lender fails to make available
to Agent the amount of such Revolving Lender’s Pro Rata Share of a Letter of Credit Disbursement as provided in this Section, such
Revolving Lender shall be deemed to be a Defaulting Lender and Agent (for the account of Issuing Bank) shall be entitled to recover such
amount on demand from such Revolving Lender together with interest thereon at the Defaulting Lender Rate until paid in full.


 


(f)            Each
Borrower agrees to indemnify, defend and hold harmless each member of the Lender Group (including Issuing Bank and its branches, Affiliates,
and correspondents) and each such Person’s respective directors, officers, employees, attorneys and agents (each, including Issuing
Bank, a “Letter of Credit Related Person”) (to the fullest extent permitted by law) from and against any and all claims,
demands, suits, actions, investigations, proceedings, liabilities, fines, costs, penalties, and damages, and all reasonable fees and
disbursements of attorneys, experts, or consultants and all other costs and expenses actually incurred in connection therewith or in
connection with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is brought),
which may be incurred by or awarded against any such Letter of Credit Related Person (other than Taxes, which shall be governed by Section 16)
(the “Letter of Credit Indemnified Costs”), and which arise out of or in connection with, or as a result of:


 


(i)            any
Letter of Credit or any pre-advice of its issuance;


 


(ii)           any
transfer, sale, delivery, surrender or endorsement (or lack thereof) of any Drawing Document at any time(s) held by any such Letter
of Credit Related Person in connection with any Letter of Credit;


 


(iii)          any
action or proceeding arising out of, or in connection with, any Letter of Credit (whether administrative, judicial or in connection with
arbitration), including any action or proceeding to compel or restrain any presentation or payment under any Letter of Credit, or for
the wrongful dishonor of, or honoring a presentation under, any Letter of Credit;


 


(iv)          any
independent undertakings issued by the beneficiary of any Letter of Credit;


 


(v)           any
unauthorized instruction or request made to Issuing Bank in connection with any Letter of Credit or requested Letter of Credit, or any
error, omission, interruption or delay in such instruction or request, whether transmitted by mail, courier, electronic transmission,
SWIFT, or any other telecommunication including communications through a correspondent;


 


(vi)          an
adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated;


 






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(vii)         any
third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of Letter of Credit proceeds
or holder of an instrument or document;


 


(viii)        the
fraud, forgery or illegal action of parties other than the Letter of Credit Related Person;


 


(ix)           any
prohibition on payment or delay in payment of any amount payable by Issuing Bank to a beneficiary or transferee beneficiary of a Letter
of Credit arising out of Anti-Corruption Laws, Anti-Money Laundering Laws, or Sanctions;


 


(x)            Issuing
Bank’s performance of the obligations of a confirming institution or entity that wrongfully dishonors a confirmation;


 


(xi)           any
foreign language translation provided to Issuing Bank in connection with any Letter of Credit;


 


(xii)          any
foreign law or usage as it relates to Issuing Bank’s issuance of a Letter of Credit in support of a foreign guaranty including
the expiration of such guaranty after the related Letter of Credit expiration date and any resulting drawing paid by Issuing Bank in
connection therewith; or


 


(xiii)         the
acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or
cause or event beyond the control of the Letter of Credit Related Person;


 


provided, that such indemnity shall not
be available to any Letter of Credit Related Person claiming indemnification under clauses (i) through (xiii) above to the
extent that such Letter of Credit Indemnified Costs may be finally determined in a final, non-appealable judgment of a court of competent
jurisdiction to have resulted directly from the gross negligence or willful misconduct of the Letter of Credit Related Person claiming
indemnity. Borrowers hereby agree to pay the Letter of Credit Related Person claiming indemnity on demand from time to time all amounts
owing under this Section 2.11(f). If and to the extent that the obligations of Borrowers under this Section 2.11(f) are
unenforceable for any reason, Borrowers agree to make the maximum contribution to the Letter of Credit Indemnified Costs permissible
under applicable law. This indemnification provision shall survive termination of this Agreement and all Letters of Credit.


 


(g)            The
liability of Issuing Bank (or any other Letter of Credit Related Person) under, in connection with or arising out of any Letter of Credit
(or pre-advice), regardless of the form or legal grounds of the action or proceeding, shall be limited to direct damages suffered by
Borrowers that are caused directly by Issuing Bank’s gross negligence or willful misconduct in (i) honoring a presentation
under a Letter of Credit that on its face does not at least substantially comply with the terms and conditions of such Letter of Credit,
(ii) failing to honor a presentation under a Letter of Credit that strictly complies with the terms and conditions of such Letter
of Credit, or (iii) retaining Drawing Documents presented under a Letter of Credit. Borrowers’ aggregate remedies against
Issuing Bank and any Letter of Credit Related Person for wrongfully honoring a presentation under any Letter of Credit or wrongfully
retaining honored Drawing Documents shall in no event exceed the aggregate amount paid by Borrowers to Issuing Bank in respect of the
honored presentation in connection with such Letter of Credit under Section 2.11(d), plus interest at the rate
then applicable to Daily Simple SOFR Loans hereunder. Borrowers shall take action to avoid and mitigate the amount of any damages claimed
against Issuing Bank or any other Letter of Credit Related Person, including by enforcing its rights against the beneficiaries of the
Letters of Credit. Any claim by Borrowers under or in connection with any Letter of Credit shall be reduced by an amount equal to the
sum of (x) the amount (if any) saved by Borrowers as a result of the breach or alleged wrongful conduct complained of, and (y) the
amount (if any) of the loss that would have been avoided had Borrowers taken all reasonable steps to mitigate any loss, and in case of
a claim of wrongful dishonor, by specifically and timely authorizing Issuing Bank to effect a cure.


 








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(h)            Borrowers
are responsible for the final text of the Letter of Credit as issued by Issuing Bank, irrespective of any assistance Issuing Bank may
provide such as drafting or recommending text or by Issuing Bank’s use or refusal to use text submitted by Borrowers. Borrowers
understand that the final form of any Letter of Credit may be subject to such revisions and changes as are deemed necessary or appropriate
by Issuing Bank, and Borrowers hereby consent to such revisions and changes not materially different from the application executed in
connection therewith. Borrowers are solely responsible for the suitability of the Letter of Credit for Borrowers’ purposes. If
Borrowers request Issuing Bank to issue a Letter of Credit for an affiliated or unaffiliated third party (an “Account Party”),
(i) such Account Party shall have no rights against Issuing Bank; (ii) Borrowers shall be responsible for the application and
obligations under this Agreement; and (iii) communications (including notices) related to the respective Letter of Credit shall
be among Issuing Bank and Borrowers. Borrowers will examine the copy of the Letter of Credit and any other documents sent by Issuing
Bank in connection therewith and shall promptly notify Issuing Bank (not later than three (3) Business Days following Borrowers’
receipt of documents from Issuing Bank) of any non-compliance with Borrowers’ instructions and of any discrepancy in any document
under any presentment or other irregularity. Borrowers understand and agree that Issuing Bank is not required to extend the expiration
date of any Letter of Credit for any reason. With respect to any Letter of Credit containing an “automatic amendment” to
extend the expiration date of such Letter of Credit, Issuing Bank, in its sole and absolute discretion, may give notice of non-extension
of such Letter of Credit and, if Borrowers do not at any time want the then current expiration date of such Letter of Credit to be extended,
Borrowers will so notify Agent and Issuing Bank at least 30 calendar days before Issuing Bank is required to notify the beneficiary of
such Letter of Credit or any advising bank of such non-extension pursuant to the terms of such Letter of Credit (or such shorter period
as the Issuing Bank may agree in writing in its sole discretion).


 


(i)            Borrowers’
reimbursement and payment obligations under this Section 2.11 are absolute, unconditional and irrevocable and shall be performed
strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including:


 


(i)            any
lack of validity, enforceability or legal effect of any Letter of Credit, any Issuer Document, this Agreement, or any Loan Document,
or any term or provision therein or herein;


 


(ii)           payment
against presentation of any draft, demand or claim for payment under any Drawing Document that does not comply in whole or in part with
the terms of the applicable Letter of Credit or which proves to be fraudulent, forged or invalid in any respect or any statement therein
being untrue or inaccurate in any respect, or which is signed, issued or presented by a Person or a transferee of such Person purporting
to be a successor or transferee of the beneficiary of such Letter of Credit;


 


(iii)          Issuing
Bank or any of its branches or Affiliates being the beneficiary of any Letter of Credit;


 


(iv)          Issuing
Bank or any correspondent honoring a drawing against a Drawing Document up to the amount available under any Letter of Credit even if
such Drawing Document claims an amount in excess of the amount available under the Letter of Credit;


 






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(v)           the
existence of any claim, set-off, defense or other right that any Loan Party or any of its Subsidiaries may have at any time against any
beneficiary or transferee beneficiary, any assignee of proceeds, Issuing Bank or any other Person;


 


(vi)          Issuing
Bank or any correspondent honoring a drawing upon receipt of an electronic presentation under a Letter of Credit requiring the same,
regardless of whether the original Drawing Documents arrive at Issuing Bank’s counters or are different from the electronic presentation;


 


(vii)         any
other event, circumstance or conduct whatsoever, whether or not similar to any of the foregoing that might, but for this Section 2.11(i),
constitute a legal or equitable defense to or discharge of, or provide a right of set-off against, any Borrower’s or any of its
Subsidiaries’ reimbursement and other payment obligations and liabilities, arising under, or in connection with, any Letter of
Credit, whether against Issuing Bank, the beneficiary or any other Person; or


 


(viii)        the
fact that any Default or Event of Default shall have occurred and be continuing;


 


provided, that subject to Section 2.11(g) above,
the foregoing shall not release Issuing Bank from such liability to Borrowers as may be finally determined in a final, non-appealable
judgment of a court of competent jurisdiction against Issuing Bank following reimbursement or payment of the obligations and liabilities,
including reimbursement and other payment obligations, of Borrowers to Issuing Bank arising under, or in connection with, this Section 2.11
or any Letter of Credit.


 


(j)            Without
limiting any other provision of this Agreement, Issuing Bank and each other Letter of Credit Related Person (if applicable) shall
not be responsible to Borrowers for, and Issuing Bank’s rights and remedies against Borrowers and the obligation of Borrowers to
reimburse Issuing Bank for each drawing under each Letter of Credit shall not be impaired by:


 


(i)            honor
of a presentation under any Letter of Credit that on its face substantially complies with the terms and conditions of such Letter of
Credit, even if the Letter of Credit requires strict compliance by the beneficiary;


 


(ii)           honor
of a presentation of any Drawing Document that appears on its face to have been signed, presented or issued (A) by any purported
successor or transferee of any beneficiary or other Person required to sign, present or issue such Drawing Document or (B) under
a new name of the beneficiary;


 


(iii)          acceptance
as a draft of any written or electronic demand or request for payment under a Letter of Credit, even if nonnegotiable or not in the form
of a draft or notwithstanding any requirement that such draft, demand or request bear any or adequate reference to the Letter of Credit;


 


(iv)         the
identity or authority of any presenter or signer of any Drawing Document or the form, accuracy, genuineness or legal effect of any Drawing
Document (other than Issuing Bank’s determination that such Drawing Document appears on its face substantially to comply with the
terms and conditions of the Letter of Credit);


 


(v)           acting
upon any instruction or request relative to a Letter of Credit or requested Letter of Credit that Issuing Bank in good faith believes
to have been given by a Person authorized to give such instruction or request;


 






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(vi)          any
errors, omissions, interruptions or delays in transmission or delivery of any message, advice or document (regardless of how sent or
transmitted) or for errors in interpretation of technical terms or in translation or any delay in giving or failing to give notice to
any Borrower;


 


(vii)         any
acts, omissions or fraud by, or the insolvency of, any beneficiary, any nominated person or entity or any other Person or any breach
of contract between any beneficiary and any Borrower or any of the parties to the underlying transaction to which the Letter of Credit
relates;


 


(viii)        assertion
or waiver of any provision of the ISP or UCP that primarily benefits an issuer of a letter of credit, including any requirement that
any Drawing Document be presented to it at a particular hour or place;


 


(ix)           payment
to any presenting bank (designated or permitted by the terms of the applicable Letter of Credit) claiming that it rightfully honored
or is entitled to reimbursement or indemnity under Standard Letter of Credit Practice applicable to it;


 


(x)            acting
or failing to act as required or permitted under Standard Letter of Credit Practice applicable to where Issuing Bank has issued, confirmed,
advised or negotiated such Letter of Credit, as the case may be;


 


(xi)           honor
of a presentation after the expiration date of any Letter of Credit notwithstanding that a presentation was made prior to such expiration
date and dishonored by Issuing Bank if subsequently Issuing Bank or any court or other finder of fact determines such presentation should
have been honored;


 


(xii)          dishonor
of any presentation that does not strictly comply or that is fraudulent, forged or otherwise not entitled to honor; or


 


(xiii)         honor
of a presentation that is subsequently determined by Issuing Bank to have been made in violation of international, federal, state or
local restrictions on the transaction of business with certain prohibited Persons.


 


(k)            Borrowers
shall pay immediately upon demand to Agent for the account of Issuing Bank as non-refundable fees, commissions, and charges (it being
acknowledged and agreed that any charging of such fees, commissions, and charges to the Loan Account pursuant to the provisions of Section 2.6(d) shall
be deemed to constitute a demand for payment thereof for the purposes of this Section 2.11(k)): (i) a fronting fee which
shall be imposed by Issuing Bank equal to .250% per annum times the average amount of the Letter of Credit Usage during the immediately
preceding quarter (or, if an Event of Default has occurred, month) plus (ii) any and all other customary commissions,
fees and charges then in effect imposed by, and any and all expenses incurred by, Issuing Bank, or by any adviser, confirming institution
or entity or other nominated person, relating to Letters of Credit, at the time of issuance of any Letter of Credit and upon the occurrence
of any other activity with respect to any Letter of Credit (including transfers, assignments of proceeds, amendments, drawings, extensions
or cancellations).


 


(l)            If
by reason of (x) any Change in Law, or (y) compliance by Issuing Bank or any other member of the Lender Group with any direction,
request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including,
Regulation D of the Board of Governors as from time to time in effect (and any successor thereto):


 






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(i)            any
reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued or caused to be
issued hereunder or hereby, or any Loans or obligations to make Loans hereunder or hereby, or


 


(ii)           there
shall be imposed on Issuing Bank or any other member of the Lender Group any other condition regarding any Letter of Credit, Loans, or
obligations to make Loans hereunder,


 


and the result of the foregoing is to increase,
directly or indirectly, the cost to Issuing Bank or any other member of the Lender Group of issuing, making, participating in, or maintaining
any Letter of Credit or to reduce the amount receivable in respect thereof, then, and in any such case, Agent may, at any time within
a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrowers, and Borrowers shall pay
within 30 days after demand therefor, such amounts as Agent may specify to be necessary to compensate Issuing Bank or any other member
of the Lender Group for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until
payment in full thereof at the rate then applicable to Daily Simple SOFR Loans hereunder; provided, that (A) Borrowers shall
not be required to provide any compensation pursuant to this Section 2.11(l) for any such amounts incurred more than
180 days prior to the date on which the demand for payment of such amounts is first made to Borrowers, and (B) if an event or circumstance
giving rise to such amounts is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive
effect thereof. The determination by Agent of any amount due pursuant to this Section 2.11(l), as set forth in a certificate
setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive
and binding on all of the parties hereto.


 


(m)           Each
standby Letter of Credit shall expire not later than the date that is 12 months after the date of the issuance of such Letter of Credit;
provided, that any standby Letter of Credit may provide for the automatic extension thereof for any number of additional periods
each of up to one year in duration; provided further, that with respect to any Letter of Credit which extends beyond the Maturity
Date, Letter of Credit Collateralization shall be provided therefor on or before the date that is five Business Days prior to the Maturity
Date. Each commercial Letter of Credit shall expire on the earlier of (i) 120 days after the date of the issuance of such commercial
Letter of Credit and (ii) five Business Days prior to the Maturity Date.


 


(n)            If
(i) any Event of Default shall occur and be continuing, or (ii) Availability shall at any time be less than zero, then on the
Business Day following the date when the Administrative Borrower receives notice from Agent or the Required Lenders (or, if the maturity
of the Obligations has been accelerated, Revolving Lenders with Letter of Credit Exposure representing greater than 50% of the total
Letter Credit Exposure) demanding Letter of Credit Collateralization pursuant to this Section 2.11(n) upon such demand,
Borrowers shall provide Letter of Credit Collateralization with respect to the then existing Letter of Credit Usage. If Borrowers fail
to provide Letter of Credit Collateralization as required by this Section 2.11(n), the Revolving Lenders may (and, upon direction
of Agent, shall) advance, as Revolving Loans the amount of the cash collateral required pursuant to the Letter of Credit Collateralization
provision so that the then existing Letter of Credit Usage is cash collateralized in accordance with the Letter of Credit Collateralization
provision (whether or not the Revolver Commitments have terminated, an Overadvance exists or the conditions in Section 3
are satisfied).


 


(o)            Unless
otherwise expressly agreed by Issuing Bank and Borrowers when a Letter of Credit is issued, (i) the rules of the ISP shall
apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit.


 






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(p)            Issuing
Bank shall be deemed to have acted with due diligence and reasonable care if Issuing Bank’s conduct is in accordance with Standard
Letter of Credit Practice or in accordance with this Agreement.


 


(q)            In
the event of a direct conflict between the provisions of this Section 2.11 and any provision contained in any Issuer Document,
it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be
in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions
of this Section 2.11 shall control and govern.


 


(r)            The
provisions of this Section 2.11 shall survive the termination of this Agreement and the repayment in full of the Obligations
with respect to any Letters of Credit that remain outstanding.


 


(s)            At
Borrowers’ costs and expense, Borrowers shall execute and deliver to Issuing Bank such additional certificates, instruments and/or
documents and take such additional action as may be reasonably requested by Issuing Bank to enable Issuing Bank to issue any Letter of
Credit pursuant to this Agreement and related Issuer Document, to protect, exercise and/or enforce Issuing Banks’ rights and interests
under this Agreement or to give effect to the terms and provisions of this Agreement or any Issuer Document. Each Borrower irrevocably
appoints Issuing Bank as its attorney-in-fact and authorizes Issuing Bank, without notice to Borrowers, to execute and deliver ancillary
documents and letters customary in the letter of credit business that may include but are not limited to advisements, indemnities, checks,
bills of exchange and issuance documents. The power of attorney granted by the Borrowers is limited solely to such actions related to
the issuance, confirmation or amendment of any Letter of Credit and to ancillary documents or letters customary in the letter of credit
business. This appointment is coupled with an interest.


 


2.12          Term
SOFR Option.


 


(a)            Interest
and Interest Payment Dates. In lieu of having interest charged at the rate based upon Adjusted Daily Simple SOFR, Borrowers shall
have the option, subject to Section 2.12(b) below (the “Term SOFR Option”) to have interest on all
or a portion of the Revolving Loans (other than Swing Loans) be charged (whether at the time when made (unless otherwise provided herein),
upon (x) conversion from a Daily Simple SOFR Loan to a Term SOFR Loan or (y) continuation of a Term SOFR Loan as a Term SOFR
Loan) at a rate of interest based upon Adjusted Term SOFR. Interest on SOFR Loans shall be payable on the earliest of (i) the Interest
Payment Date applicable thereto , (ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms
hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof. Unless Borrowers have properly exercised
the Term SOFR Option with respect to a Term SOFR Loan, prior to the end of the applicable Interest Period thereto, such Term SOFR Loan
shall be automatically converted to a Daily Simple SOFR Loan as of the last day of such Interest Period. At any time that an Event of
Default has occurred and is continuing, at the written election of Agent or the Required Lenders, Borrowers no longer shall have the
option to request that Revolving Loans bear interest at any rate based upon Adjusted Term SOFR.


 


(b)            Term
SOFR Election.


 


(i)            Borrowers
may, at any time and from time to time, so long as no Event of Default has occurred and is continuing, elect to exercise the Term SOFR
Option by notifying Agent prior to 11:00 a.m. at least three U.S. Government Securities Business Days prior to the commencement
of the proposed Interest Period (the “Term SOFR Deadline”). Notice of Borrowers’ election of the Term SOFR Option
for a permitted portion of the Revolving Loans (other than Swing Loans) pursuant to this Section shall be made by delivery to Agent
of a Term SOFR Notice received by Agent before the Term SOFR Deadline and such Term SOFR Notice shall specify (A) the Loans to be
converted or continued, and the last day of the Interest Period thereto, (B) the effective date of such conversion or continuation
(which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued and (D) the Interest Period
applicable to such converted or continued Term SOFR Loan. If the Borrowers request a conversion to, or continuation of, a Term SOFR Loan,
but fail to specify an Interest Period, they will be deemed to have specified an Interest Period of one month. Promptly upon its receipt
of each such Term SOFR Notice, Agent shall provide a notice thereof to each of the affected Lenders.


 








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


 


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


 


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


 


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


 






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(d)            Special
Provisions Applicable to Benchmark Availability.


 


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


 


(ii)           Subject
to the provisions set forth in Section 2.12(d)(iii) below, in the event that any change in market conditions or any
Change in Law shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such
Lender to fund or maintain SOFR Loans or to continue such funding or maintaining, or to determine or charge interest rates at Adjusted
Daily Simple SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or SOFR, such Lender shall give notice of such changed
circumstances to Agent and Borrowers and Agent promptly shall transmit the notice to each other Lender and, notwithstanding anything
herein to the contrary, (A) if such unlawfulness or impracticality relates to the Term SOFR Reference Rate, Adjusted Term SOFR or
Term SOFR, then (x) any Term SOFR Loans of such Lender that are outstanding will be deemed to have been converted to Daily Simple
SOFR Loans (if such rate is lawful and practical) on the last day of the applicable Interest Period, if such Lender may lawfully continue
to maintain such Term SOFR Loans, or immediately, if such Lender may not lawfully continue to maintain such Term SOFR Loans, and thereafter
interest upon the Term SOFR Loans of such Lender thereafter shall accrue interest at the rate then applicable to Daily Simple SOFR Loans
and (y) Borrowers shall not be entitled to elect Adjusted Term SOFR until such Lender determines that it would no longer be unlawful
or impractical to do so, (B) if such unlawfulness or impracticality relates to Adjusted Daily Simple SOFR or SOFR, then (x) any
Daily Simple SOFR Loans of such Lender that are outstanding will be deemed to have been converted to Term SOFR Loans (if such rate is
lawful and practical) with a tenor of one month immediately and thereafter interest upon the Daily Simple SOFR Loans of such Lender thereafter
shall accrue interest at the rate then applicable to Term SOFR Loans and (y) Borrowers shall be required to elect Adjusted Term
SOFR until such Lender determines that it would no longer be unlawful or impractical to fund or maintain Daily Simple SOFR Loans or to
continue such funding or maintaining, or to determine or charge interest rates at Adjusted Daily Simple SOFR or SOFR and (C) if
such unlawfulness or impracticality relates to both the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR and Adjusted Daily
Simple SOFR or SOFR, then (x) any SOFR Loans of such Lender that are outstanding, such SOFR Loans of such Lender will be deemed
to have been converted to Base Rate Loans (1) with respect to any Daily Simple SOFR Loans, immediately and (2) with respect
to any Term SOFR Loans on the last day of the applicable Interest Period, if such Lender may lawfully continue to maintain such Term
SOFR Loans, or immediately, if such Lender may not lawfully continue to maintain such Term SOFR Loans, and thereafter interest upon the
SOFR Loans of such Lender thereafter shall accrue interest at the rate then applicable to Base Rate Loans and (y) Borrowers shall
not be entitled to elect Adjusted Daily Simple SOFR or Adjusted Term SOFR until such Lender determines that it would no longer be unlawful
or impractical to do so.


 






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(iii)          Benchmark
Replacement Setting.


 


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


 


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


 


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


 


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


 






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(E)            Benchmark
Unavailability Period. Upon Administrative Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period
with respect to a given Benchmark, (1) Administrative Borrower may revoke any pending request for a borrowing of, conversion to
or continuation of any affected SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing
that, Administrative Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base
Rate Loans and (2) any outstanding affected SOFR Loans will be deemed to have been converted to Base Rate Loans (I) with respect
to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest
Period.


 


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


 


2.13          Capital
Requirements.


 


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


 






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(b)            If
Issuing Bank or any Lender requests additional or increased costs referred to in Section 2.11(l) or Section 2.12(d)(i) or
amounts under Section 2.13(a) or sends a notice under Section 2.12(d)(ii) relative to changed circumstances
(such Issuing Bank or Lender, an “Affected Lender”), then, at the request of Administrative Borrower, such Affected
Lender shall use reasonable efforts to promptly designate a different one of its lending offices or to assign its rights and obligations
hereunder to another of its offices or branches, if (i) in the reasonable judgment of such Affected Lender, such designation or
assignment would eliminate or reduce amounts payable pursuant to Section 2.11(l), Section 2.12(d)(i) or
Section 2.13(a), as applicable, or would eliminate the illegality or impracticality of funding or maintaining SOFR Loans,
and (ii) in the reasonable judgment of such Affected Lender, such designation or assignment would not subject it to any material
unreimbursed cost or expense and would not otherwise be materially disadvantageous to it. Borrowers agree to pay all reasonable out-of-pocket
costs and expenses incurred by such Affected Lender in connection with any such designation or assignment. If, after such reasonable
efforts, such Affected Lender does not so designate a different one of its lending offices or assign its rights to another of its offices
or branches so as to eliminate Borrowers’ obligation to pay any future amounts to such Affected Lender pursuant to Section 2.11(l),
Section 2.12(d)(i) or Section 2.13(a), as applicable, or to enable Borrowers to obtain SOFR Loans, then
Borrowers (without prejudice to any amounts then due to such Affected Lender under Section 2.11(l), Section 2.12(d)(i) or
Section 2.13(a), as applicable) may, unless prior to the effective date of any such assignment the Affected Lender withdraws
its request for such additional amounts under Section 2.11(l), Section 2.12(d)(i) or Section 2.13(a),
as applicable, or indicates that it is no longer unlawful or impractical to fund or maintain SOFR Loans, may designate a different Issuing
Bank or substitute a Lender or prospective Lender, in each case, reasonably acceptable to Agent to purchase the Obligations owed to such
Affected Lender and such Affected Lender’s commitments hereunder (a “Replacement Lender”), and if such Replacement
Lender agrees to such purchase, such Affected Lender shall assign to the Replacement Lender its Obligations and commitments, and upon
such purchase by the Replacement Lender, which such Replacement Lender shall be deemed to be “Issuing Bank” or a “Lender”
(as the case may be) for purposes of this Agreement and such Affected Lender shall cease to be “Issuing Bank” or a “Lender”
(as the case may be) for purposes of this Agreement.


 


(c)            Notwithstanding
anything herein to the contrary, the protection of Sections 2.11(l), 2.12(d), and 2.13 shall be available to Issuing
Bank and each Lender (as applicable) regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation,
judicial ruling, judgment, guideline, treaty or other change or condition which shall have occurred or been imposed, so long as it shall
be customary for issuing banks or lenders affected thereby to comply therewith. Notwithstanding any other provision herein, neither Issuing
Bank nor any Lender shall demand compensation pursuant to this Section 2.13 if it shall not at the time be the general policy
or practice of Issuing Bank or such Lender (as the case may be) to demand such compensation in similar circumstances under comparable
provisions of other credit agreements, if any.


 


2.14            Incremental
Facilities.


 


(a)            At
any time, at the option of Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and
the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the
Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite
each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments)
in connection with a proposed Increase at the interest margin proposed by Borrowers, and if sufficient Lenders do not agree to increase
their Revolver Commitments in connection with such proposed Increase, then Agent or Borrowers may invite any prospective lender who is
reasonably satisfactory to Agent and Borrowers to become a Lender in connection with a proposed Increase. Any Increase shall be in an
amount of at least $5,000,000 and integral multiples of $5,000,000 in excess thereof. In no event may the Revolver Commitments and the
Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than one (1) occasion during any calendar
quarter. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases
to the Revolver Commitments exceed $50,000,000.


 






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(b)            Each
of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection
therewith:


 


(i)            Agent
or Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and
Borrowers to provide the applicable Increase and any such Lenders (or prospective lenders), Borrowers, and Agent have signed a joinder
agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which
such Lenders (or prospective lenders), Borrowers, and Agent are party,


 


(ii)           each
of the conditions precedent set forth in Section 3.2 are satisfied,


 


(iii)          in
connection with any Increase, if any Loan Party or any of its Subsidiaries owns or will acquire any Margin Stock, Borrowers shall deliver
to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the
Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply
with any of the requirements under Regulations T, U or X of the Federal Reserve Board,


 


(iv)          Borrowers
have delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for the Loan Parties and their
Subsidiaries evidencing compliance on a pro forma basis with Section 7 for the twelve months (on a month-by-month basis)
immediately following the proposed date of the applicable Increase (calculated as if a Covenant Testing Period was in effect during the
entire twelve month period), and


 


(v)           Borrowers
shall have reached agreement with the Lenders (or prospective lenders) agreeing to the increased Revolver Commitments with respect to
the interest margins applicable to Revolving Loans to be made pursuant to the increased Revolver Commitments (which interest margins
may be with respect to Revolving Loans made pursuant to the increased Revolver Commitments, higher than or equal to the interest margins
applicable to Revolving Loans set forth in this Agreement immediately prior to the date of the increased Revolver Commitments (the date
of the effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount, the “Increase Date”))
and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Borrowers
and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan
Documents as may be necessary to effectuate the provisions of this Section 2.14.


 


(c)            Unless
otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed,
unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver
Amount pursuant to this Section 2.14.


 


(d)            Each
of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall
assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver
Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal
amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall
be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests
in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their
Pro Rata Share after giving effect to such increased Revolver Commitments.


 


(e)            The
Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.14 shall constitute
Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this
Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and
the security interests created by the Loan Documents. Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate
that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving
effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.


 








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2.15          Joint
and Several Liability of Borrowers.


 


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


 


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


 


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


 


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


 






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


 


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


 






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


 


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


 


2.16          [Reserved]


 


2.17          [Reserved]


 


3.            CONDITIONS;
TERM OF AGREEMENT.


 


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


 








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3.2            Conditions
Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans
hereunder (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent:


 


(a)            the
representations and warranties of each Loan Party or its Subsidiaries contained in this Agreement or in the other Loan Documents shall
be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and
warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit,
as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date,
in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier
shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)
as of such earlier date);


 


(b)            after
giving effect to the requested Revolving Loan or other extension of credit hereunder, the Revolver Usage shall not exceed the lesser
of the Maximum Revolver Amount or the Borrowing Base as then in effect; and


 


(c)            no
Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from
the making thereof.


 


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


 


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


 


3.5            Early
Termination by Borrowers. Borrowers have the option, at any time upon 5 Business Days prior written notice to Agent (or such
shorter period as Agent may agree in writing in its sole discretion), to repay all of the Obligations in full and terminate the Commitments.
The foregoing notwithstanding, (a) Borrowers may rescind termination notices relative to proposed payments in full of the Obligations
with the proceeds of third party Indebtedness if the closing for such issuance or incurrence does not happen on or before the date of
the proposed termination (in which case, a new notice shall be required to be sent in connection with any subsequent termination), and
(b) Borrowers may extend the date of termination at any time with the consent of Agent (which consent shall not be unreasonably
withheld or delayed).


 






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3.6            Conditions
Subsequent. The obligation of the Lender Group (or any member thereof) to continue to make Revolving Loans (or otherwise extend
credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of the conditions subsequent set forth on
Schedule 3.6 to this Agreement (the failure by Borrowers to so perform or cause to be performed such conditions subsequent as and when
required by the terms thereof (unless such date is extended, in writing, by Agent, which Agent may do without obtaining the consent of
the other members of the Lender Group), shall constitute an Event of Default).


 


4.            REPRESENTATIONS
AND WARRANTIES.


 


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


 


4.1            Due
Organization and Qualification; Subsidiaries.


 


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


 


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


 


(c)            Set
forth on Schedule 4.1(c) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting
from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries,
showing: (i) the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries,
and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by each Loan Party.
All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable.


 


(d)            Except
as set forth on Schedule 4.1(d) to this Agreement, as of the Closing Date, there are no subscriptions, options, warrants,
or calls relating to any shares of any Loan Party’s or any of its Subsidiaries’ Equity Interests, including any right of
conversion or exchange under any outstanding security or other instrument.


 








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4.2            Due
Authorization; No Conflict.


 


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


 


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


 


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


 


4.4            Binding
Obligations; Perfected Liens.


 


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


 


(b)            Agent’s
Liens are validly created and, subject only to the filing of financing statements in the appropriate filing offices and entering into
Control Agreements, perfected, to the extent that perfection can be achieved by the filing of financing statements and entering into
Control Agreements (with respect to the deposit accounts and securities accounts which are subject to such Control Agreements), and first
priority Liens, subject only to Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests
of lessors under Capital Leases.


 


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


 








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4.6            Litigation.


 


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


 


(b)            Schedule
4.6(b) to this Agreement sets forth a complete and accurate description of each of the actions, suits, or proceedings with asserted
liabilities in excess of, or that could reasonably be expected to result in liabilities in excess of, $500,000 that, as of the Closing
Date, is pending or, to the knowledge of any Borrower, after due inquiry, threatened in writing against a Loan Party or any of its Subsidiaries
of (i) the parties to such actions, suits or proceedings, (ii) the nature of the dispute that is the subject of such actions,
suits or proceedings, (iii) the status, as of the Closing Date, with respect to such actions, suits or proceedings, and (iv) whether
any liability of the Loan Parties’ and their Subsidiaries in connection with such actions, suits or proceedings is covered by insurance.


 


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


 


4.8            No
Material Adverse Effect. All historical financial statements relating to the Loan Parties and their Subsidiaries that have been
delivered by Borrowers to Agent have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for
the lack of footnotes and being subject to year-end audit adjustments) and present fairly in all material respects, the Loan Parties’
and their Subsidiaries’ consolidated financial condition as of the date thereof and results of operations for the period then ended.
Since March 31, 2020, no event, circumstance, or change has occurred that has or could reasonably be expected to result in a Material
Adverse Effect.


 


4.9            Solvency.


 


(a)            The
Loan Parties taken as a whole are Solvent.


 


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


 


4.10          Employee
Benefits. No Loan Party, none of their Subsidiaries, nor any of their ERISA Affiliates maintains or contributes to any Benefit
Plan.


 






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4.11          Environmental
Condition. Except as set forth on Schedule 4.11 to this Agreement, (a) to each Borrower’s knowledge, no Loan Party’s
nor any of its Subsidiaries’ properties or assets has ever been used by a Loan Party, its Subsidiaries, or by previous owners or
operators in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal,
production, storage, handling, treatment, release or transport was in violation of any applicable Environmental Law and could reasonably
be expected to result in a Material Adverse Effect, (b) to each Borrower’s knowledge, after due inquiry, no Loan Party’s
nor any of its Subsidiaries’ properties or assets has ever been designated or identified in any manner pursuant to any environmental
protection statute as a Hazardous Materials disposal site, (c) no Loan Party nor any of its Subsidiaries has received written notice
that a Lien arising under any Environmental Law has attached to any revenues or to any Real Property owned or operated by a Loan Party
or its Subsidiaries, and (d) no Loan Party nor any of its Subsidiaries nor any of their respective facilities or operations is subject
to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or Environmental
Liability that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.


 


4.12          Complete
Disclosure. All factual information taken as a whole (other than forward-looking information and projections and information
of a general economic nature and general information about Borrowers’ industry) furnished by or on behalf of a Loan Party or its
Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents)
for purposes of or in connection with this Agreement or the other Loan Documents, and all other such factual information taken as a whole
(other than forward-looking information and projections and information of a general economic nature and general information about Borrowers’
industry) hereafter furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender will be, true and
accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to
state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of
the circumstances under which such information was provided. The Projections delivered to Agent on September 9, 2020 represent,
and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, Borrowers’ good
faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Subsidiaries’ future performance
for the periods covered thereby based upon assumptions believed by Borrowers to be reasonable at the time of the delivery thereof to
Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond
the control of the Loan Parties and their Subsidiaries, and no assurances can be given that such Projections will be realized, and although
reflecting Borrowers’ good faith estimate, projections or forecasts based on methods and assumptions which Borrowers believed to
be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or
periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information
included in the Beneficial Ownership Certification is true and correct in all respects.


 


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


 


4.14          Indebtedness.
Set forth on Schedule 4.14 to this Agreement is a true and complete list of all Indebtedness of each Loan Party and each of its Subsidiaries
outstanding immediately prior to the Closing Date ‎that is to remain outstanding immediately after giving effect to the closing hereunder
on the Closing Date and such Schedule accurately sets forth the aggregate principal amount of such Indebtedness as of the Closing Date.


 






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


 


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


 


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


 


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


 


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


 






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4.20          Parent
as a Holding Company. Parent is a holding company and does not have any material liabilities (other than liabilities arising,
or not prohibited, under the Loan Documents), own any material assets or engage in any material operations or business (other than in
connection with or incidental to the ownership of Borrowers and their Subsidiaries or in connection with administrative functions related
to its operations as a publicly traded company).


 


4.21          Leases.
Each Loan Party and its Subsidiaries enjoy peaceful and undisturbed possession under all leases material to their business and to which
they are parties or under which they are operating, and, subject to Permitted Protests, all of such leases are valid and subsisting and
no default by the applicable Loan Party or its Subsidiaries exists under any of them, except in each case to the extent it could not
reasonably be expected to have a Material Adverse Effect.


 


4.22          Eligible
Accounts. As to each Account that is identified by Borrowers as an Eligible Account in a Borrowing Base Certificate submitted
to Agent, such Account is (a) a bona fide existing payment obligation of the applicable Account Debtor created by the sale and delivery
of Inventory or the rendition of services to such Account Debtor in the ordinary course of a Borrower’s business, (b) owed
to a Borrower without, to the knowledge of Borrowers, any known defenses, disputes, offsets, counterclaims, or rights of return or cancellation,
and (c) not excluded as ineligible by virtue of one or more of the excluding criteria (other than any Agent-discretionary criteria)
set forth in the definition of Eligible Accounts.


 


4.23          Eligible
Inventory. As to each item of Inventory that is identified by Borrowers as Eligible Inventory in a Borrowing Base Certificate
submitted to Agent, such Inventory is (a) of good and merchantable quality, free from known defects, and (b) not excluded as
ineligible by virtue of one or more of the excluding criteria (other than any Agent-discretionary criteria) set forth in the definition
of Eligible Inventory.


 


4.24          Material
Contracts. Set forth on Schedule 4.24 (as such Schedule may be updated from time to time in accordance herewith) is a reasonably
detailed description of the Material Contracts of Borrowers and their Subsidiaries as of the most recent date on which Borrowers provided
the Compliance Certificate pursuant to Section 5.1; provided, that, Borrowers may amend Schedule 4.24 to add additional Material
Contracts so long as such amendment occurs by written notice to Agent on the date that Borrowers provide the Compliance Certificate.
Except for matters which, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect,
each Material Contract (other than those that have expired at the end of their normal terms) (a) is in full force and effect and
is binding upon and enforceable against the applicable Borrower or its Subsidiary and, to the best of each Borrower’s knowledge,
after due inquiry, each other Person that is a party thereto in accordance with its terms, (b) has not been otherwise amended or
modified (other than amendments or modifications permitted by Section 6.6(b)), and (c) is not in default beyond any applicable
notice and opportunity to cure periods due to the action or inaction of the Borrowers or their Subsidiaries, as applicable. As of the
Closing Date, except as set forth on Schedule 4.24, Parent is not a party to any Material Contract.


 








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4.25          Location
of Inventory. Except as set forth in Schedule 4.25, the Inventory of Borrowers and their Subsidiaries is not stored with a bailee,
warehouseman, or similar party and is located only at, or in-transit between or to, the locations identified on Schedule 4.25 to this
Agreement (as such Schedule may be updated pursuant to Section 5.14).


 


4.26          Inventory
Records. Each Loan Party keeps correct and accurate records in all material respects itemizing and describing the type, quality,
and quantity of its and its Subsidiaries’ Inventory and the book value thereof.


 


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


 


4.28          Reno
SPE.


 


(a)            Reno
SPE shall not (a) own any assets (other than the Reno Real Property and assets related thereto (including cash from lease rental
payments) and other than assets of a non-material nature (including capitalization in an amount not to exceed $150,000), (b) have
any liabilities (other than (i)  liabilities in connection with the Reno Mortgage and the other loan documents executed in connection
therewith, as permitted under the Credit Agreement, (ii) liabilities in connection with the ownership and operation of the Reno
Real Property and its lease to Tessco, (iii) liabilities arising by operation of law and (iv) other liabilities of a non-material
nature), (c) engage in any business activity other than activity related to its ownership of the Reno Real Property and (d) maintain
or hold cash on hand (whether in any of its bank accounts or otherwise) at any time in an aggregate amount in excess of $175,000.


 


(b)            (i) In
addition to the financial statements required to be delivered to Agent pursuant to Section 5.1 of the Credit Agreement, Borrowers
shall deliver, or cause to be delivered, to Agent, together with each delivery of financial statements required under Section 5.1,
the comparable type of financial statements of the Reno SPE covering the same time periods, and (ii) Tessco shall deliver, or cause
to be delivered, to Agent, by no later than two (2) days after they become available from the applicable banks, monthly bank statements
reflecting the balances and activity of all bank accounts maintained by the Reno SPE.


 


5.            AFFIRMATIVE
COVENANTS.


 


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


 


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


 






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5.2            Reporting.
Borrowers (a) will deliver to Agent (and if so requested by Agent, with copies for each Lender) each of the reports set forth on
Schedule 5.2 to this Agreement at the times specified therein, and (b) agree to use commercially reasonable efforts in cooperation
with Agent to facilitate and implement a system of electronic collateral reporting in order to provide electronic reporting of each of
the items set forth on such Schedule. Borrowers and Agent hereby agree that the delivery of the Borrowing Base Certificate through the
Agent’s electronic platform or portal, subject to Agent’s authentication process, by such other electronic method as may
be approved by Agent from time to time in its sole discretion, or by such other electronic input of information necessary to calculate
the Borrowing Bases as may be approved by Agent from time to time in its sole discretion, shall in each case be deemed to satisfy the
obligation of Borrowers to deliver such Borrowing Base Certificate, with the same legal effect as if such Borrowing Base Certificate
had been manually executed by Borrowers and delivered to Agent. In addition to all other reports required to be delivered hereunder,
Borrowers shall deliver to Agent, together with the delivery of each Borrowing Base Certificate, an updated eight (8) week rolling
cash flow forecast, in form and containing information satisfactory to Agent.


 


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


 


5.4            Maintenance
of Properties. Each Loan Party will, and will cause each of its Subsidiaries to, maintain and preserve all of its assets that
are necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear, tear, casualty, and
condemnation and Permitted Dispositions excepted (and except where the failure to so maintain and preserve assets could not reasonably
be expected to result in a Material Adverse Effect).


 


5.5            Taxes.
Each Loan Party will, and will cause each of its Subsidiaries to, pay in full before delinquency or before the expiration of any extension
period all Taxes imposed, levied, or assessed against it, or any of its assets or in respect of any of its income, businesses, or franchises,
other than Taxes not in excess of $100,000 outstanding at any time and other than to the extent that the validity of such Tax is the
subject of a Permitted Protest.


 


5.6            Insurance.


 


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


 






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


 


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


 


5.7           Inspection.


 


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


 


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


 


(c)            So
long as no Event of Default shall have occurred and be continuing during a calendar year, Borrowers shall not be obligated to reimburse
Agent for more than two (2) field examinations in such calendar year (increasing to 3 field examinations if an Increased Reporting
Event has occurred during such calendar year) and two (2) inventory appraisals in such calendar year, in each case, except for field
examinations and appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated).


 


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


 






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5.9           Environmental.
Each Loan Party will, and will cause each of its Subsidiaries to,


 


(a)            Keep
any property either owned or operated by any Loan Party or its Subsidiaries free of any Environmental Liens or post bonds or other financial
assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, in each case other than Permitted
Liens,


 


(b)            Comply
with Environmental Laws, except in each case where the failure to do so could not reasonably be expected to result in a Material Adverse
Effect, and provide to Agent documentation of such compliance which Agent reasonably requests,


 


(c)            Promptly
notify Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property
owned or operated by any Loan Party or its Subsidiaries and take any Remedial Actions required to abate said release or otherwise to
come into compliance with applicable Environmental Law, except in each case where the failure to do so could not reasonably be expected
to result in a Material Adverse Effect, and


 


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


 


5.10          Disclosure
Updates. Each Loan Party will, promptly and in no event later than five (5) Business Days after obtaining knowledge thereof,
notify Agent if any written information, exhibit, or report furnished to Agent or the Lenders contained, at the time it was furnished,
any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not
misleading in light of the circumstances in which made. The foregoing to the contrary notwithstanding, any notification pursuant to the
foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any material fact
nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto.


 


5.11          Formation
of Subsidiaries. Each Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary, acquires any
direct or indirect Subsidiary after the Closing Date, within ten (10) days of such event (or such later date as permitted by Agent
in its sole discretion) (a) cause such new Subsidiary (i) if such Subsidiary is a Domestic Subsidiary and Administrative Borrower
requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder
to this Agreement, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such
other security agreements (including Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market
value of greater than $2,000,000), as well as appropriate financing statements (and with respect to all property subject to a Mortgage,
fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority
Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that, the Joinder and
the joinder to the Guaranty and Security Agreement and such other security agreements shall not be required to be provided to Agent with
respect to any Subsidiary of any Loan Party that is a CFC if providing such agreements would result in material adverse tax consequences
or the costs to the Loan Parties of providing such guaranty and security agreements are unreasonably excessive (as determined by Agent
in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, and
(b) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and, if requested by Agent, one
or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is reasonably appropriate with respect to the execution
and delivery of the applicable documentation referred to above (including policies of title insurance, flood certification documentation
or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument
executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.


 






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5.12          Further
Assurances. Each Loan Party will, and will cause each of the other Loan Parties to, at any time upon the reasonable request of
Agent, execute or deliver to Agent any and all financing statements, security agreements, pledges, assignments, opinions of counsel (and,
to the extent applicable, all fixture filings, mortgages and deeds of trust), and all other documents (the “Additional Documents”)
that Agent may reasonably request in form and substance reasonably satisfactory to Agent, to create, perfect, and continue perfected
or to better perfect Agent’s Liens in the assets of each of the Loan Parties granted under the Guaranty and Security Agreement
(whether now owned or hereafter arising or acquired), upon request of Agent, to create and perfect Liens in favor of Agent in any Real
Property acquired by any other Loan Party with a fair market value in excess of $2,000,000, and in order to fully consummate all of the
transactions contemplated hereby and under the other Loan Documents; provided, that the foregoing shall not apply to any Subsidiary of
a Loan Party that is a CFC if providing such documents would result in material adverse tax consequences or the costs to the Loan Parties
of providing such documents are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits
to Agent and the Lenders of the security afforded thereby. To the maximum extent permitted by applicable law, if any Borrower or any
other Loan Party refuses or fails to execute or deliver any reasonably requested Additional Documents within a reasonable period of time
not to exceed ten (10) Business Days following the request to do so, each Borrower and each other Loan Party hereby authorizes Agent
to execute any such Additional Documents in the applicable Loan Party’s name and authorizes Agent to file such executed Additional
Documents in any appropriate filing office. In furtherance of, and not in limitation of, the foregoing, each Loan Party shall take such
actions as Agent may reasonably request from time to time to ensure that the Obligations are guaranteed by the Guarantors and are secured
by the assets of the Loan Parties described in Section 3 of the Guaranty and Security Agreement). Notwithstanding anything to the
contrary contained herein (including Section 5.11 hereof and this Section 5.12) or in any other Loan Document, (x) if
applicable, Agent shall not accept delivery of any Mortgage from any Loan Party unless each of the Lenders has received 45 days prior
written notice thereof and Agent has received confirmation from each Lender that such Lender has completed its flood insurance diligence,
has received copies of all flood insurance documentation and has confirmed that flood insurance compliance has been completed as required
by the Flood Laws or as otherwise satisfactory to such Lender and (y) Agent shall not accept delivery of any joinder to any Loan
Document with respect to any Subsidiary of any Loan Party that is not a Loan Party, if such Subsidiary that qualifies as a “legal
entity customer” under the Beneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial Ownership Certification
in relation to such Subsidiary and Agent has completed its Patriot Act searches, OFAC/PEP searches and customary individual background
checks for such Subsidiary, the results of which shall be satisfactory to Agent.


 


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


 


5.14          Location
of Inventory; Chief Executive Office. Each Loan Party will, and will cause each of its Subsidiaries to, keep (a) their Inventory
only at the locations identified on Schedule 4.25 to this Agreement (provided that (i) Borrowers may amend Schedule 4.25 to this
Agreement so long as such amendment occurs by written notice to Agent not less than ten days prior to the date on which such Inventory
is moved to such new location and so long as Agent has consented to such amendment and such new location is within the continental United
States and (ii) no such notice shall be required if the value of such inventory at such location does not exceed $100,000 in the
aggregate ), and (b) their respective chief executive offices only at the locations identified on Schedule 7 to the Guaranty and
Security Agreement (provided that Borrowers may amend Schedule 7 to the Guaranty Agreement so long as such amendment occurs by written
notice to the Administrative Agent not less than ten days prior to the date of such change). Each Loan Party will, and will cause each
of its Subsidiaries to, use their commercially reasonable efforts to obtain Collateral Access Agreements for each of the locations identified
on Schedule 7 to the Guaranty and Security Agreement and Schedule 4.25 to this Agreement.


 






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


 


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


 


5.17          Cash
Management System. Borrowers shall (a) on or prior to March 31, 2021, establish their primary depository and treasury
management relationships with Wells Fargo Bank, National Association and will maintain such depository and treasury management relationships
at all times during the term of the Agreement and (b) on or prior to March 31, 2021, deliver to Agent evidence satisfactory
to Agent that all of Borrowers’ deposit accounts maintained at Truist Bank have been closed.


 


6.            NEGATIVE
COVENANTS.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


6.5            Nature
of Business. Each Loan Party will not, and will not permit any of its Subsidiaries to, make any change in the nature of its or
their business as described in Schedule 6.5 to this Agreement and activities necessary to conduct the foregoing or acquire any material
properties or assets that are not reasonably related to the conduct of such business activities; provided, that the foregoing shall not
prevent any Loan Party and its Subsidiaries from engaging in any business that is reasonably related or ancillary to its or their business.


 


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


 


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


 


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


 






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


 


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


 


(i)            any
agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the
Obligations, (B) Hedge Obligations, (C) Permitted Intercompany Advances, (D) Indebtedness permitted under clauses (b),
(c), (f), (h), (i) and (j) of the definition of Permitted Indebtedness and (E) if such
amendment, modification or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the
interests of the Lenders, or


 


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


 


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


 


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


 


(a)            Borrowers
may make distributions to Parent, and Parent may use such amounts to make distributions to former employees, officers, or directors of
Parent or any of its Subsidiaries (or any spouses, ex-spouses, or estates of any of the foregoing) on account of redemptions of Equity
Interests of Parent held by such Persons, so long as no Default or Event of Default shall have occurred or be continuing or would result
therefrom; provided, that the aggregate amount of such redemptions made by Parent during the term of this Agreement plus
the amount of Indebtedness outstanding under clause (j) of the definition of Permitted Indebtedness, does not exceed $250,000
in the aggregate,


 


(b)            Borrowers
may make distributions to Parent solely in the form of forgiveness of Indebtedness (so long as Parent contemporaneously forgives Indebtedness
in the same amount of employees or officers of Borrower (or an entity consisting solely of employees or officers of Borrowers) owing
to Parent on account of repurchases of the Equity Interests of Parent held by such Persons; provided, that such Indebtedness was
incurred by such Persons solely to acquire (i) Equity Interests of Parent or (ii) Equity Interests of an entity that acquired
Equity Interests of Parent),


 


(c)            Parent
may pay dividends solely in the form of Equity Interests of any class of the Parent’s common equity,


 


(d)            Restricted
Payments may be made by any Subsidiary to any Borrower, the Parent, or to another Subsidiary (provided, that, if the Subsidiary making
such Restricted Payment is a Loan Party, the Subsidiary receiving such Restricted Payment is also a Loan Party), on at least a pro
rata basis with any other shareholders if such Subsidiary is not wholly owned by the Parent and other wholly owned Subsidiaries of
the Parent,


 


(e)            Parent
may declare and pay Restricted Payments in the form of redemptions, repurchases, retirement, defeasance, or other acquisition of or in
respect of the common equity of the Parent in connection with the payment or exercise of, or satisfaction of tax withholding obligations
of participants on account of or relating to, awards held by or granted from time to time to participants in equity compensation plans
of the Parent not to exceed $2,000,000 in the aggregate in any period of 12 consecutive fiscal months of the Parent, provided
that no Default or Event of Default shall have occurred and be continuing at the time such redemption, repurchase, retirement, defeasance,
or other acquisition is declared or made, and


 


(f)            Parent
and its Subsidiaries may pay other Restricted Payments, provided, that, (i) as of the date of payment of any such
Restricted Payment, and after giving effect thereto, each of the Restricted Payment Conditions shall have been satisfied, (ii) Restricted
Payments made pursuant to this clause (f) during the first year after the date of this Agreement shall not exceed (A) $2,500,000
in the aggregate and (B) $625,000 during any quarter of such year.


 






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


 


6.9            Investments.
Each Loan Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, make or acquire any Investment except
for Permitted Investments.


 


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


 


(a)            transactions
(other than the payment of management, consulting, monitoring, or advisory fees) between such Loan Party or its Subsidiaries, on the
one hand, and any Affiliate of such Loan Party or its Subsidiaries, on the other hand, so long as such transactions (i) are fully
disclosed to Agent prior to the consummation thereof, if they involve one or more payments by such Loan Party or its Subsidiaries in
excess of $1,000,000 for any single transaction or series of related transactions, and (ii) are no less favorable, taken as a whole,
to such Loan Party or its Subsidiaries, as applicable, than would be obtained in an arm’s length transaction with a non-Affiliate,


 


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


 


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


 


(d)            transactions
between or among the Loan Parties, and


 


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


 


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


 






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6.12          [Reserved].


 


6.13          Inventory
with Bailees. Each Borrower will not, and will not permit any of its Subsidiaries or Parent to, store its Inventory at any time
with a bailee, warehouseman, or similar party except as set forth on Schedule 4.25 (as such Schedule may be amended in accordance with
Section 5.14 or as otherwise permitted by Section 5.14).


 


6.14          Parent
as Holding Company. Parent will not incur any liabilities (other than liabilities arising, or not prohibited, under the Loan
Documents), own or acquire any assets or engage itself in any operations or business, except in connection with or incidental to the
ownership of Borrowers and their Subsidiaries, in connection with administrative functions related to its operations as a publicly traded
company and its rights and obligations under the Loan Documents.


 


6.15          Change
of Control. Loan Parties shall not cause, permit or suffer, directly or indirectly, any Change of Control.


 


7.            FINANCIAL
COVENANT.  Each Borrower covenants and agrees that, until the termination of all of the Commitments and the payment in full of the
Obligations:


 


7.1            Fixed
Charge Coverage Ratio. Borrowers will maintain a Fixed Charge Coverage Ratio, calculated for each 12 month period ending on the
first day of any Covenant Testing Period and the last day of each fiscal month occurring until the end of any Covenant Testing Period
(including the last day thereof), in each case of at least 1.00 to 1.00.


 


8.            EVENTS
OF DEFAULT.


 


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


 


8.1            Payments.
If Borrowers fail to pay when due and payable, or when declared due and payable, (a) all or any portion of the Obligations consisting
of interest, fees, or charges due the Lender Group, reimbursement of Lender Group Expenses, or other amounts (other than any portion
thereof constituting principal) constituting Obligations (including any portion thereof that accrues after the commencement of an Insolvency
Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), and such failure
continues for a period of three (3) Business Days, (b) all or any portion of the principal of the Loans, or (c) any amount
payable to Issuing Bank in reimbursement of any drawing under a Letter of Credit;


 


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


 


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


 






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(b)            fails
to perform or observe any covenant or other agreement contained in any of Sections 5.2, 5.3 (other than if any Borrower
is not in good standing in its jurisdiction of organization), 5.4, 5.5, 5.8, 5.10, 5.11 or 5.13
of this Agreement, or Section 7 of the Guaranty and Security Agreement (other than those sections thereof set forth in Section 8.2(a)(iv) above),
and such failure continues for a period of ten (10) days after the earlier of (i) the date on which such failure shall first
become known to any officer of any Borrower, or (ii) the date on which written notice thereof is given to Borrowers by Agent; or


 


(c)            fails
to perform or observe any covenant or other agreement contained in this Agreement, or in any of the other Loan Documents, in each case,
other than any such covenant or agreement that is the subject of another provision of this Section 8 (in which event such
other provision of this Section 8 shall govern), and such failure continues for a period of thirty (30) days after the earlier
of (i) the date on which such failure shall first become known to any officer of any Borrower, or (ii) the date on which written
notice thereof is given to Borrowers by Agent;


 


8.3            Judgments.
If one or more judgments, orders, or awards for the payment of money involving an aggregate amount of $1,000,000 or more (except to the
extent fully covered (other than to the extent of customary deductibles) by insurance pursuant to which the insurer has not denied coverage)
is entered or filed against a Loan Party or any of its Subsidiaries, or with respect to any of their respective assets, and either (a) there
is a period of thirty (30) consecutive days at any time after the entry of any such judgment, order, or award during which (i) the
same is not discharged, satisfied, vacated, or bonded pending appeal, or (ii) a stay of enforcement thereof is not in effect, or
(b) enforcement proceedings are commenced upon such judgment, order, or award;


 


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


 


8.5            Involuntary
Bankruptcy, etc. If an Insolvency Proceeding is commenced against a Loan Party or any of its Subsidiaries and any of the
following events occur: (a) such Loan Party or such Subsidiary consents to the institution of such Insolvency Proceeding against
it, (b) the petition commencing the Insolvency Proceeding is not timely controverted, (c) the petition commencing the Insolvency
Proceeding is not dismissed within sixty (60) calendar days of the date of the filing thereof, (d) an interim trustee is appointed
to take possession of all or any substantial portion of the properties or assets of, or to operate all or any substantial portion of
the business of, such Loan Party or its Subsidiary, or (e) an order for relief shall have been issued or entered therein;


 


8.6            Default
Under Other Agreements. If there is (a) a default in one or more agreements to which a Loan Party or any of its Subsidiaries
is a party with one or more third Persons relative to a Loan Party’s or any of its Subsidiaries’ Indebtedness involving an
aggregate amount of $1,000,000 or more, and such default (i) occurs at the final maturity of the obligations thereunder, or (ii) results
in a right by such third Person, irrespective of whether exercised, to accelerate the maturity of such Loan Party’s or its Subsidiary’s
obligations thereunder, or (b) a default in or an involuntary early termination of one or more Hedge Agreements to which a Loan
Party or any of its Subsidiaries is a party involving an aggregate amount of $1,000,000 or more;


 


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


 






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


 


8.9            Security
Documents. If the Guaranty and Security Agreement or any other Loan Document that purports to create a Lien, shall, for any reason,
fail or cease to create a valid and perfected and, (except to the extent of Permitted Liens which are non-consensual Permitted Liens,
permitted purchase money Liens or the interests of lessors under Capital Leases) first priority Lien on the Collateral covered thereby,
except (a) as a result of a disposition of the applicable Collateral in a transaction permitted under this Agreement, (b) with
respect to Collateral the aggregate value of which, for all such Collateral, does not exceed at any time, $250,000, or (c) as the
result of an action or failure to act on the part of Agent;


 


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


 


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


 


9.            RIGHTS
AND REMEDIES.


 


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


 


(a)            by
written notice to Borrowers, (i) declare the principal of, and any and all accrued and unpaid interest and fees in respect of, the
Loans and all other Obligations (other than the Bank Product Obligations), whether evidenced by this Agreement or by any of the other
Loan Documents to be immediately due and payable, whereupon the same shall become and be immediately due and payable and Borrowers shall
be obligated to repay all of such Obligations in full, without presentment, demand, protest, or further notice or other requirements
of any kind, all of which are hereby expressly waived by each Borrower, and (ii) direct Borrowers to provide (and Borrowers agree
that upon receipt of such notice Borrowers will provide) Letter of Credit Collateralization to Agent to be held as security for Borrowers’
reimbursement obligations for drawings that may subsequently occur under issued and outstanding Letters of Credit;


 


(b)            by
written notice to Borrowers, declare the Commitments terminated, whereupon the Commitments shall immediately be terminated together with
(i) any obligation of any Revolving Lender to make Revolving Loans, (ii) the obligation of the Swing Lender to make Swing Loans,
and (iii) the obligation of Issuing Bank to issue Letters of Credit; and


 






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(c)            exercise
all other rights and remedies available to Agent or the Lenders under the Loan Documents, under applicable law, or in equity; provided,
that, with respect to any Event of Default resulting solely from failure of Borrower to comply with the financial covenant set forth
in Section 7, neither Agent nor the Required Lenders may exercise the foregoing remedies in this Section 9.1
until the date that is the earlier of (i) ten (10) Business Days after the day on which financial statements are required to
be delivered for the applicable month and (ii) the date that Agent receives notice that there will not be a Curative Equity contribution
made for such month.


 


The foregoing to the contrary notwithstanding,
upon the occurrence of any Event of Default described in Section 8.4 or Section 8.5, in addition to the remedies
set forth above, without any notice to Borrowers or any other Person or any act by the Lender Group, the Commitments shall automatically
terminate and the Obligations (other than the Bank Product Obligations), inclusive of the principal of, and any and all accrued and unpaid
interest and fees in respect of, the Loans and all other Obligations (other than the Bank Product Obligations), whether evidenced by
this Agreement or by any of the other Loan Documents, shall automatically become and be immediately due and payable and Borrowers shall
automatically be obligated to repay all of such Obligations in full (including Borrowers being obligated to provide (and Borrowers agree
that they will provide) (1) Letter of Credit Collateralization to Agent to be held as security for Borrowers’ reimbursement
obligations in respect of drawings that may subsequently occur under issued and outstanding Letters of Credit and (2) Bank Product
Collateralization to be held as security for Borrowers’ or their Subsidiaries’ obligations in respect of outstanding Bank
Products), without presentment, demand, protest, or notice or other requirements of any kind, all of which are expressly waived by the
Loan Parties.


 


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


 


9.3            Curative
Equity.


 


(a)            Subject
to the limitations set forth in clause (d) below, Borrowers may cure (and shall be deemed to have cured) an Event of Default arising
out of a breach of the financial covenant set forth in Section 7 (the “Financial Covenant”) if they receive
the cash proceeds of an investment of Curative Equity on or before the date that is ten 10 Business Days after the date on which the
Financial Covenant is first required to be tested pursuant to the terms hereof.


 


(b)            Borrowers
shall promptly notify Agent of its receipt of any proceeds of Curative Equity and shall promptly (but, in any event, within one (1) Business
Day) apply the same to the payment of the Obligations in the manner specified in Section 2.4(e)(vi).


 


(c)            Upon
delivery of a certificate by Borrowers to Agent as to the amount of the proceeds of such Curative Equity and that such amount (i) has
been applied in accordance with clause (b) above and (ii) is in an amount equal to the amount required by clause (d)(ii) below,
then any Event of Default that occurred and is continuing from a breach of the Financial Covenant shall be deemed cured with no further
action required by the Required Lenders. Prior to the date of the delivery of a certificate conforming to the requirements of this section,
any Event of Default that has occurred as a result of the breach of the Financial Covenant shall be deemed to be continuing and, as a
result, the Lenders (including Swing Lender and Issuing Bank) shall have no obligation to make additional loans or otherwise extend additional
credit hereunder. In the event Borrower does not cure the Financial Covenant violation as provided in this Section 9.3, the
existing Event of Default shall continue unless waived in writing by the Required Lenders in accordance herewith.


 






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(d)            Notwithstanding
anything to the contrary contained in the foregoing or this Agreement, (i) Borrowers’ rights under this Section 9.3
may (A) be exercised not more than 3 times during the term of this Agreement, (B) be exercised not more than 2 times in
any fiscal year and (C) not be exercised twice within any six fiscal month period, (ii) the Curative Equity contributed with
respect to any fiscal month shall be no greater than the amount required to cause Borrowers to be in compliance with the Financial Covenant
as at the end of such fiscal month, and (iii) the Curative Equity shall be disregarded for purposes of determining EBITDA for any
financial covenant-based conditions or any baskets with respect to the covenants contained in this Agreement and there shall be no pro
forma reduction in Indebtedness with the proceeds of any Curative Equity for determining compliance with the Financial Covenant or for
determining any financial covenant-based conditions or any baskets with respect to the covenants contained in this Agreement, in each
case in the month in which such Curative Equity is used.


 


10.            WAIVERS;
INDEMNIFICATION.


 


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


 


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


 






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


 






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11.            NOTICES.


 


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


 


	If to any Loan Party:	TESSCO Technologies Incorporated

    375 W. Padonia Road

	 	Timonium, MD 21093
	 	Attn:  Aric Spitulnik, Chief Financial Officer
	 	Fax No.:  410-229-1679
	 	 
	with copies to:	Ballard Spahr LLP
	 	1735 Market Street, 51st Floor
	 	Philadelphia, PA 19103
	 	Attn:  Richard S. Perelman, Esq.
	 	Fax No.:  215-864-8999
	 	 
	If to Agent:	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	One South Broad Street, 3rd Floor

    Mail Code: Y1375-031
	 	Philadelphia, PA 19107
	 	Attn: Loan Portfolio Manager
	 	Fax No.:  267-321-6834
	 	 
	with copies to:	OTTERBOURG P.C.
	 	230 Park Avenue
	 	New York, NY 10169
	 	Attn:  Allen Cremer, Esq.
	 	Fax No.:  212-682-6104


 


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


 






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12.            CHOICE
OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE PROVISION.


 


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


 


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


 


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


 


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


 


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


 






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13.            ASSIGNMENTS
AND PARTICIPATIONS; SUCCESSORS.


 


13.1          Assignments
and Participations.


 


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


 


(A)            Borrowers;
provided, that no consent of Borrowers shall be required (1)  if a Default or an Event of Default has occurred and is continuing,
or (2) in connection with an assignment to a Person that is a Lender or an Affiliate (other than natural persons) of a Lender; provided
further, that Borrowers shall be deemed to have consented to a proposed assignment unless they object thereto by written notice to
Agent within five (5) Business Days after having received notice thereof; and


 


(B)            Agent,
Swing Lender, and Issuing Bank.


 


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


 


(A)            no
assignment may be made to a natural person,


 


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


 


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


 


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


 


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


 


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


 


(G)            the
assignee, if it is not a Lender, shall deliver to Agent an Administrative Questionnaire in a form approved by Agent (the “Administrative
Questionnaire”).


 






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


 


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


 


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


 






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


 


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


 


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


 


(h)            [Reserved]


 


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


 






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


 


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


 


14.            AMENDMENTS;
WAIVERS.


 


14.1          Amendments
and Waivers.


 


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


 


(i)            increase
the amount of or extend the expiration date of any Commitment of any Lender or amend, modify, or eliminate the penultimate sentence of
Section 2.4(c)(i),


 


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


 


(iii)           reduce
the principal of, or the rate of interest on, any loan or other extension of credit hereunder, or reduce any fees or other amounts payable
hereunder or under any other Loan Document (except in connection with the waiver of applicability of Section 2.6(c) (which
waiver shall be effective with the written consent of the Required Lenders)),


 


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


 


(v)           amend,
modify, or eliminate Section 3.1 or 3.2,


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(c)            No
amendment, waiver, modification, elimination, or consent shall amend, without written consent of Agent, Borrowers and the Supermajority
Lenders, modify, or eliminate the definition of Borrowing Base or any of the defined terms (including the definitions of Eligible Accounts
and Eligible Inventory) that are used in such definition to the extent that any such change results in more credit being made available
to Borrowers based upon the Borrowing Base, but not otherwise, or the definition of Maximum Revolver Amount, or change Section 2.1(c);


 


(d)            No
amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement or the other Loan
Documents pertaining to Issuing Bank, or any other rights or duties of Issuing Bank under this Agreement or the other Loan Documents,
without the written consent of Issuing Bank, Agent, Borrowers, and the Required Lenders;


 


(e)            No
amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement or the other Loan
Documents pertaining to Swing Lender, or any other rights or duties of Swing Lender under this Agreement or the other Loan Documents,
without the written consent of Swing Lender, Agent, Borrowers, and the Required Lenders; and


 






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


 


14.2          Replacement
of Certain Lenders.


 


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


 


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


 






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(c)            For
the avoidance of doubt, the replacement provisions in this Section 14.2 are in addition to the provisions in Section 2.13(b) regarding
the replacement of Lenders.


 


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


 


15.            AGENT;
THE LENDER GROUP.


 


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


 






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


 


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


 


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


 






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


 


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


 






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


 


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


 


15.9          Successor
Agent. Agent may resign as Agent upon 30 days (ten days if an Event of Default has occurred and is continuing) prior written
notice to the Lenders (unless such notice is waived by the Required Lenders) and Borrowers (unless such notice is waived by Borrowers
or a Default or Event of Default has occurred and is continuing) and without any notice to the Bank Product Providers. If Agent resigns
under this Agreement, the Required Lenders shall be entitled, with (so long as no Event of Default has occurred and is continuing) the
consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned), appoint a successor Agent for the Lenders
(and the Bank Product Providers). If, at the time that Agent’s resignation is effective, it is acting as Issuing Bank or the Swing
Lender, such resignation shall also operate to effectuate its resignation as Issuing Bank or the Swing Lender, as applicable, and it
shall automatically be relieved of any further obligation to issue Letters of Credit, or to make Swing Loans. If no successor Agent is
appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders and Borrowers,
a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law,
the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders with (so long as
no Event of Default has occurred and is continuing) the consent of Borrowers (such consent not to be unreasonably withheld, delayed,
or conditioned). In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed
to all the rights, powers, and duties of the retiring Agent and the term “Agent” shall mean such successor Agent and the
retiring Agent’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent’s resignation hereunder
as Agent, the provisions of this Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while
it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 30 days following a retiring
Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders
shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for
above.


 






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


 


15.11        Collateral
Matters.


 


(a)            The
Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize)
Agent to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by
the Loan Parties and their Subsidiaries of all of the Obligations, (ii) constituting property being sold or disposed of if a release
is required or desirable in connection therewith (including, without limitation, if requested by the applicable third party, typical
lien release agreements in form and substance acceptable to Agent in connection with any supply chain financing or factoring arrangements
permitted under clause (n) of the definition of Permitted Dispositions) and if Borrowers certify to Agent that the sale or disposition
is permitted under Section 6.4 (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting
property in which no Loan Party or any of its Subsidiaries owned any interest at the time Agent’s Lien was granted nor at any time
thereafter, (iv) constituting property leased or licensed to a Loan Party or its Subsidiaries under a lease or license that has
expired or is terminated in a transaction permitted under this Agreement or subject to a Permitted Lien securing Permitted Purchase Money
Indebtedness, or (v) in connection with a credit bid or purchase authorized under this Section 15.11. In the event that
each of the Hunt Valley Mortgage Release Conditions have been satisfied, Agent shall release the Hunt Valley Mortgage. The Loan Parties
and the Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed
to authorize) Agent, based upon the instruction of the Required Lenders, to (a) consent to the sale of, credit bid, or purchase
(either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale thereof conducted under
the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, (b) credit bid or purchase (either directly
or indirectly through one or more entities) all or any portion of the Collateral at any sale or other disposition thereof conducted under
the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, or (c) credit bid or purchase (either directly
or indirectly through one or more entities) all or any portion of the Collateral at any other sale or foreclosure conducted or consented
to by Agent in accordance with applicable law in any judicial action or proceeding or by the exercise of any legal or equitable remedy.
In connection with any such credit bid or purchase, (i) the Obligations owed to the Lenders and the Bank Product Providers shall
be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims being
estimated for such purpose if the fixing or liquidation thereof would not impair or unduly delay the ability of Agent to credit bid or
purchase at such sale or other disposition of the Collateral and, if such contingent or unliquidated claims cannot be estimated without
impairing or unduly delaying the ability of Agent to credit bid at such sale or other disposition, then such claims shall be disregarded,
not credit bid, and not entitled to any interest in the Collateral that is the subject of such credit bid or purchase) and the Lenders
and the Bank Product Providers whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion
of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the Collateral that is the subject
of such credit bid or purchase (or in the Equity Interests of the any entities that are used to consummate such credit bid or purchase),
and (ii) Agent, based upon the instruction of the Required Lenders, may accept non-cash consideration, including debt and equity
securities issued by any entities used to consummate such credit bid or purchase and in connection therewith Agent may reduce the Obligations
owed to the Lenders and the Bank Product Providers (ratably based upon the proportion of their Obligations credit bid in relation to
the aggregate amount of Obligations so credit bid) based upon the value of such non-cash consideration; provided, that Bank Product
Obligations not entitled to the application set forth in Section 2.4(b)(iii)(J) shall not be entitled to be, and shall
not be, credit bid, or used in the calculation of the ratable interest of the Lenders and Bank Product Providers in the Obligations which
are credit bid. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior
written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders (without requiring
the authorization of the Bank Product Providers), or (z) otherwise, the Required Lenders (without requiring the authorization of
the Bank Product Providers). Upon request by Agent or Borrowers at any time, the Lenders will (and if so requested, the Bank Product
Providers will) confirm in writing Agent’s authority to release any such Liens on particular types or items of Collateral pursuant
to this Section 15.11; provided, that (1) anything to the contrary contained in any of the Loan Documents notwithstanding,
Agent shall not be required to execute any document or take any action necessary to evidence such release on terms that, in Agent’s
opinion, could expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without
recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations
or any Liens (other than those expressly released) upon (or obligations of Borrowers in respect of) any and all interests retained by
any Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Each Lender further
hereby irrevocably authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to irrevocably
authorize) Agent, at its option and in its sole discretion, to subordinate (by contract or otherwise) any Lien granted to or held by
Agent on any property under any Loan Document (a) to the holder of any Permitted Lien on such property if such Permitted Lien secures
Permitted Purchase Money Indebtedness (including Capitalized Lease Obligations) and (b) to the extent Agent has the authority under
this Section 15.11 to release its Lien on such property. Notwithstanding the provisions of this Section 15.11,
the Agent shall be authorized, without the consent of any Lender and without the requirement that an asset sale consisting of the sale,
transfer or other disposition having occurred, to release any security interest in any building, structure or improvement located in
an area determined by the Federal Emergency Management Agency to have special flood hazards.


 






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(b)            Agent
shall have no obligation whatsoever to any of the Lenders (or the Bank Product Providers) (i) to verify or assure that the Collateral
exists or is owned by a Loan Party or any of its Subsidiaries or is cared for, protected, or insured or has been encumbered, (ii) to
verify or assure that Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or
are entitled to any particular priority, (iii) to verify or assure that any particular items of Collateral meet the eligibility
criteria applicable in respect thereof, (iv) to impose, maintain, increase, reduce, implement, or eliminate any particular reserve
hereunder or to determine whether the amount of any reserve is appropriate or not, or (v) to exercise at all or in any particular
manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted
or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any
act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem
appropriate, in its sole discretion given Agent’s own interest in the Collateral in its capacity as one of the Lenders and that
Agent shall have no other duty or liability whatsoever to any Lender (or Bank Product Provider) as to any of the foregoing, except as
otherwise expressly provided herein.


 


15.12        Restrictions
on Actions by Lenders; Sharing of Payments.


 


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


 


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


 


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


 






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


 


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


 


15.16        Field
Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information. By becoming a party to this Agreement,
each Lender:


 


(a)            is
deemed to have requested that Agent furnish such Lender, promptly after it becomes available, a copy of each field examination report
respecting any Loan Party or its Subsidiaries (each, a “Report”) prepared by or at the request of Agent, and Agent
shall so furnish each Lender with such Reports,


 


(b)            expressly
agrees and acknowledges that Agent does not (i) make any representation or warranty as to the accuracy of any Report, and (ii) shall
not be liable for any information contained in any Report,


 


(c)            expressly
agrees and acknowledges that the Reports are not comprehensive audits or examinations, that Agent or other party performing any field
examination will inspect only specific information regarding the Loan Parties and their Subsidiaries and will rely significantly upon
Parent’s and its Subsidiaries’ books and records, as well as on representations of Borrowers’ personnel,


 


(d)            agrees
to keep all Reports and other material, non-public information regarding the Loan Parties and their Subsidiaries and their operations,
assets, and existing and contemplated business plans in a confidential manner in accordance with Section 17.9, and


 


(e)            without
limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Agent and any other
Lender preparing a Report harmless from any action the indemnifying Lender may take or fail to take or any conclusion the indemnifying
Lender may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender has
made or may make to Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a
loan or loans of Borrowers, and (ii) to pay and protect, and indemnify, defend and hold Agent, and any such other Lender preparing
a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including, attorneys’
fees and costs) incurred by 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.


 


In addition to the foregoing, (x) any Lender
may from time to time request of Agent in writing that Agent provide to such Lender a copy of any report or document provided by any
Loan Party or its Subsidiaries to Agent that has not been contemporaneously provided by such Loan Party or such Subsidiary to such Lender,
and, upon receipt of such request, Agent promptly shall provide a copy of same to such Lender, (y) to the extent that Agent is entitled,
under any provision of the Loan Documents, to request additional reports or information from any Loan Party or its Subsidiaries, any
Lender may, from time to time, reasonably request Agent to exercise such right as specified in such Lender’s notice to Agent, whereupon
Agent promptly shall request of Borrowers the additional reports or information reasonably specified by such Lender, and, upon receipt
thereof from such Loan Party or such Subsidiary, Agent promptly shall provide a copy of same to such Lender, and (z) any time that
Agent renders to Borrowers a statement regarding the Loan Account, Agent shall send a copy of such statement to each Lender.


 






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


 


16.            TAXES.


 


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


 






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16.2          Exemptions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


16.3          Reductions.


 


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


 


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


 






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


 


17.            GENERAL
PROVISIONS.


 


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


 


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


 


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


 


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


 






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17.5          Bank
Product Providers. Each Bank Product Provider in its capacity as such shall be deemed a third party beneficiary hereof and of
the provisions of the other Loan Documents for purposes of any reference in a Loan Document to the parties for whom Agent is acting.
Agent hereby agrees to act as agent for such Bank Product Providers and, by virtue of entering into a Bank Product Agreement, the applicable
Bank Product Provider shall be automatically deemed to have appointed Agent as its agent and to have accepted the benefits of the Loan
Documents. It is understood and agreed that the rights and benefits of each Bank Product Provider under the Loan Documents consist exclusively
of such Bank Product Provider’s being a beneficiary of the Liens and security interests (and, if applicable, guarantees) granted
to Agent and the right to share in payments and collections out of the Collateral as more fully set forth herein. In addition, each Bank
Product Provider, by virtue of entering into a Bank Product Agreement, shall be automatically deemed to have agreed that Agent shall
have the right, but shall have no obligation, to establish, maintain, relax, or release reserves in respect of the Bank Product Obligations
and that if reserves are established there is no obligation on the part of Agent to determine or insure whether the amount of any such
reserve is appropriate or not. In connection with any such distribution of payments or proceeds of Collateral, Agent shall be entitled
to assume no amounts are due or owing to any Bank Product Provider unless such Bank Product Provider has provided a written certification
(setting forth a reasonably detailed calculation) to Agent as to the amounts that are due and owing to it and such written certification
is received by Agent a reasonable period of time prior to the making of such distribution. Agent shall have no obligation to calculate
the amount due and payable with respect to any Bank Products, but may rely upon the written certification of the amount due and payable
from the applicable Bank Product Provider. In the absence of an updated certification, Agent shall be entitled to assume that the amount
due and payable to the applicable Bank Product Provider is the amount last certified to Agent by such Bank Product Provider as being
due and payable (less any distributions made to such Bank Product Provider on account thereof). Borrowers may obtain Bank Products from
any Bank Product Provider, although Borrowers are not required to do so. Each Borrower acknowledges and agrees that no Bank Product Provider
has committed to provide any Bank Products and that the providing of Bank Products by any Bank Product Provider is in the sole and absolute
discretion of such Bank Product Provider. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no provider
or holder of any Bank Product 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 Guarantors.


 


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


 


17.7          Counterparts;
Electronic Execution. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts,
each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute
but one and the same Agreement. This Agreement and any notices delivered under this Agreement, may be executed by means of (a) an
electronic signature that complies with the federal Electronic Signatures in Global and National Commerce Act, state enactments of the
Uniform Electronic Transactions Act, or any other relevant and applicable electronic signatures law; (b) an original manual signature;
or (c) a faxed, scanned, or photocopied manual signature.  Each electronic signature or faxed, scanned, or photocopied manual
signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. 
Agent reserves the right, in its sole discretion, to accept, deny, or condition acceptance of any electronic signature on this Agreement
or on any notice delivered to Agent under this Agreement.  Delivery of an executed counterpart of a signature page of this
Agreement and any notices as set forth herein will be as effective as delivery of a manually executed counterpart of this Agreement or
notice.. Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also
shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not
affect the validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each other Loan Document mutatis
mutandis.


 






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


 


17.9          Confidentiality.


 


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


 






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


 


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


 






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


 


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


 


17.12        Integration.
This Agreement, together with the other Loan Documents, reflects the entire understanding of the parties with respect to the transactions
contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof. The foregoing
to the contrary notwithstanding, all Bank Product Agreements, if any, are independent agreements governed by the written provisions of
such Bank Product Agreements, which will remain in full force and effect, unaffected by any repayment, prepayments, acceleration, reduction,
increase, or change in the terms of any credit extended hereunder, except as otherwise expressly provided in such Bank Product Agreement.


 






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


 


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


 


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


 


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


 


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


 


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


 


(iii)          the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution
Authority.


 






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


 


17.16        Erroneous
Payments.


 


(a)            Each
Lender, each Issuing Bank, each other Bank Product Provider and any other party hereto hereby severally agrees that if (i) Agent
notifies (which such notice shall be conclusive absent manifest error) such Lender or Issuing Bank or any Bank Product Provider
(or the Lender which is an Affiliate of a Lender, Issuing Bank or Bank Product Provider) or any other Person that has received funds
from Agent or any of its Affiliates, either for its own account or on behalf of a Lender, Issuing Bank or Bank Product Provider
(each such recipient, a “Payment Recipient”) that Agent has determined in its sole discretion that any funds received
by such Payment Recipient were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient
(whether or not known to such Payment Recipient) or (ii) any Payment Recipient receives any payment from Agent (or any of its
Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment
or repayment sent by Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable, (y) that
was not preceded or accompanied by a notice of payment, prepayment or repayment sent by Agent (or any of its Affiliates) with respect
to such payment, prepayment or repayment, as applicable, or (z) that such Payment Recipient otherwise becomes aware was transmitted
or received in error or by mistake (in whole or in part) then, in each case, an error in payment shall be presumed to have been made
(any such amounts specified in clauses (i) or (ii) of this Section 17.16(a), whether received as a payment, prepayment
or repayment of principal, interest, fees, distribution or otherwise; individually and collectively, an “Erroneous Payment”),
then, in each case, such Payment Recipient is deemed to have knowledge of such error at the time of its receipt of such Erroneous Payment;
provided that nothing in this Section shall require Agent to provide any of the notices specified in clauses (i) or (ii) above.
Each Payment Recipient agrees that it shall not assert any right or claim to any Erroneous Payment, and hereby waives any claim, counterclaim,
defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by Agent for the return of any Erroneous
Payments, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine.


 






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


 


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


 


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


 


(e)            Each
party hereto hereby agrees that (x) in the event an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient
that has received such Erroneous Payment (or portion thereof) for any reason, Agent (1) shall be subrogated to all the rights of
such Payment Recipient and (2) is authorized to set off, net and apply any and all amounts at any time owing to such Payment Recipient
under any Loan Document, or otherwise payable or distributable by Agent to such Payment Recipient from any source, against any amount
due to Agent under this Section 17.16 or under the indemnification provisions of this Agreement, (y) the receipt of
an Erroneous Payment by a Payment Recipient shall not for the purpose of this Agreement be treated as a payment, prepayment, repayment,
discharge or other satisfaction of any Obligations owed by the Borrowers or any other Loan Party, except, in each case, to the extent
such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by Agent
from the Borrowers or any other Loan Party for the purpose of making a payment on the Obligations and (z) to the extent that an
Erroneous Payment was in any way or at any time credited as payment or satisfaction of any of the Obligations, the Obligations or any
part thereof that were so credited, and all rights of the Payment Recipient, as the case may be, shall be reinstated and continue in
full force and effect as if such payment or satisfaction had never been received.


 






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(f)            Each
party’s obligations under this Section 17.16 shall survive the resignation or replacement of Agent or any transfer
of right or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge
of all Obligations (or any portion thereof) under any Loan Document.


 


(g)            The
provisions of this Section 17.16 to the contrary notwithstanding, (i) nothing in this Section 17.16 will
constitute a waiver or release of any claim of any party hereunder arising from any Payment Recipient’s receipt of an Erroneous
Payment and (ii) there will only be deemed to be a recovery of the Erroneous Payment to the extent that Agent has received payment
from the Payment Recipient in immediately available funds the Erroneous Payment Return, whether directly from the Payment Recipient,
as a result of the exercise by Agent of its rights of subrogation or set off as set forth above in clause (e) or as a result of
the receipt by Agent Assignee of a payment of the outstanding principal balance of the Loans assigned to Agent Assignee pursuant to an
Erroneous Payment Deficiency Assignment, but excluding any other amounts in respect thereof (it being agreed that any payments of interest,
fees, expenses or other amounts (other than principal) received by Agent Assignee in respect of the Loans assigned to Agent Assignee
pursuant to an Erroneous Payment Deficiency Assignment shall be the sole property of Agent Assignee and shall not constitute a recovery
of the Erroneous Payment).


 


[Signature pages to follow.]


 






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Schedule C-1


 


Commitments


 


	Lender	 	Revolver Commitments	 
	Wells Fargo Bank, National Association	 	$	105,000,000	 
	Total:	 	$	105,000,000	 



 






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Schedule 5.2


 


Collateral Reporting


 


Provide Agent (and if so requested
by Agent, with copies for each Lender) with each of the documents set forth below at the following times in form satisfactory to Agent:


 


	If
    (x) no Increased Reporting Period is in effect, monthly (no later than the 25th day of each month), or (y) an Increased
    Reporting Period is in effect, weekly (no later than Wednesday of each week, commencing with the first such day to occur during any
    Increased Reporting Period),	(a)  a
    completed Borrowing Base Certificate (which such Borrowing Base Certificate shall be delivered in accordance with the provisions
    of Section 5.2 of this Agreement),

                                                                                                                                                                         

    (b)  a
    detailed aging, by total, of each Borrower’s Accounts, together with a reconciliation and supporting documentation for any
    reconciling items noted,

     

    (c)   a
    monthly Account roll-forward, in a format acceptable to Agent in its reasonable discretion, tied to the beginning and ending account
    receivable balances of Borrowers’ general ledger,

     

    (d)  a
    detailed calculation of those Accounts that are not eligible for the Borrowing Base,

     

    (e)   notice
    of all claims, offsets, or disputes asserted by Account Debtors with respect to each Borrower's Accounts,

     

    (f)   Inventory
    system/perpetual reports specifying the cost and the wholesale market value of each Borrower’s Inventory, by category, with
    additional detail showing additions to and deletions therefrom, together with a reconciliation to Borrowers’ general ledger,

     

    (g)  a
    detailed calculation of Inventory categories that are not eligible for the Borrowing Base,

     

    (h)  a
    summary aging, by vendor, of each Loan Party’s accounts payable and any book overdraft and an aging, by vendor, of any held
    checks,

     

    (i)    a
    detailed report regarding each Loan Party’s and its Subsidiaries' cash and Cash Equivalents, including an indication of which
    amounts constitute Qualified Cash, and

     

    (j)    an
    updated eight (8) week rolling cash flow forecast, in form and containing information satisfactory to Agent.

     

	Monthly
    (no later than the 30th day of each month),	(k)    a reconciliation of Accounts, accounts payable, and Inventory of Borrowers’ general ledger to its monthly financial statements, including any book reserves related to each category.

                                                                                 

	Quarterly
    (no later than the 45th day after the end of each fiscal quarter),	(l)   a
    report regarding each Loan Party’s and its Subsidiaries’ accrued, but unpaid, ad valorem taxes, and

                                                                                                                           

    (m)  a
    Perfection Certificate or a supplement to the Perfection Certificate.

     

	Annually
    (no later than 90 days after the end of each fiscal year),	(n)   a
    detailed list of each Loan Party’s and its Subsidiaries’ customers in respect of all Accounts, with address and contact
    information.
	promptly
    but in any event within 2 days after any Loan Party acquires any Margin Stock,	(o)   notice of such acquisition, together with a description of the Margin Stock and a Form U-1 (with sufficient additional originals thereof for each Lender) duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board.

                                                                                 

	Upon
    request by Agent	(p)  copies
    of purchase orders and invoices for Inventory and Equipment acquired by any Loan Party or its Subsidiaries,

                                                                                                                              

    (q)  copies
    of invoices together with corresponding shipping and delivery documents, and credit memos together with corresponding supporting
    documentation, with respect to invoices and credit memos in excess of an amount determined by Agent in its Permitted Discretion,
    from time to time,

     

    (r)   any
    change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial
    owners identified in parts (c) or (d) of such certification, and

     

    (s)   such
    other reports as to the Collateral of any Loan Party and its Subsidiaries, as Agent may reasonably request.



 






    


     


    

 


Exhibit B

to

Amendment No. 4 to Credit Agreement


 


Schedule C-1 to Credit Agreement


 


Commitments


 


	Lender	 	Revolver Commitments	 
	Wells Fargo Bank, National Association	 	$	105,000,000	 
	Total:	 	$	105,000,000	 



 






    


     


    

 


Exhibit C

to

Amendment No. 4 to Credit Agreement


 


Exhibit S-1 to Credit Agreement


 


Form of Term SOFR Notice


 


See attached.