Exhibit 10.1


 





EXECUTION VERSION


 







 


 


LOAN
AND SECURITY AGREEMENT


 


dated as of October 1, 2014


 


among


 


VAULTLOGIX,
LLC, 

as Borrower,


 


THE ENTITIES
PARTY HERETO, 

as Guarantors,


 


THE ENTITIES
PARTY HERETO, 

as Lenders,


 


and


 


WHITE OAK
GLOBAL ADVISORS, LLC, 

as Administrative Agent


 


 










 




 



    	 



    	 



    




 





TABLE
OF CONTENTS


 





	ARTICLE I   CERTAIN DEFINED TERMS; CERTAIN RULES OF CONSTRUCTION  	1
	 	 	 
	 	SECTION 1.01
CERTAIN DEFINED TERMS	1
	 	 	 
	 	SECTION 1.02
CERTAIN RULES OF CONSTRUCTION	27
	 	 	 
	ARTICLE II   CREDIT EXTENSIONS  	29
	 	 	 
	 	SECTION 2.01
TERM LOANS	29
	 	 	 
	 	SECTION 2.02
INTEREST	29
	 	 	 
	 	SECTION 2.03
PAYMENTS AND PREPAYMENTS OF PRINCIPAL	30
	 	 	 
	 	SECTION 2.04
CERTAIN FEES	32
	 	 	 
	 	SECTION 2.05
BROKERS AND FINANCIAL ADVISORS	32
	 	 	 
	 	SECTION 2.06
MANNER OF PAYMENTS	32
	 	 	 
	 	SECTION 2.07
INCREASED COSTS	33
	 	 	 
	 	SECTION 2.08
PAYMENTS FREE OF TAXES	34
	 	 	 
	 	SECTION 2.09
SHARING OF PAYMENTS	38
	 	 	 
	 	SECTION 2.10
PAYMENTS GENERALLY; RIGHT OF ADMINISTRATIVE AGENT TO MAKE DEDUCTIONS AUTOMATICALLY	39
	 	 	 
	 	SECTION 2.11
REPLACEMENT OF LENDERS	40
	 	 	 
	 	SECTION 2.12
AGREEMENT BY ADMINISTRATIVE AGENT AND LENDERS	41
	 	 	 
	ARTICLE III   THE COLLATERAL  	42
	 	 	 
	 	SECTION 3.01
GRANT OF SECURITY INTEREST	42
	 	 	 
	 	SECTION 3.02
ADMINISTRATIVE AGENT’S RIGHTS REGARDING THE COLLATERAL	42
	 	 	 
	 	SECTION 3.03
GRANT OF LICENSE TO USE INTELLECTUAL PROPERTY COLLATERAL; ADDITIONAL INTELLECTUAL PROPERTY	45
	 	 	 
	 	 SECTION 3.04 AUTHORIZATION TO FILE FINANCING STATEMENTS	45
	 	 	 
	ARTICLE IV   CONDITIONS TO EFFECTIVENESS  	46
	 	 	 
	 	SECTION 4.01
CONDITIONS PRECEDENT	46
	 	 	 
	ARTICLE V   REPRESENTATIONS AND WARRANTIES  	49
	 	 	 
	 	SECTION 5.01
CORPORATE EXISTENCE AND POWER	49
	 	 	 
	 	 SECTION 5.02 CORPORATE AUTHORIZATION; NO CONTRAVENTION	49
	 	 	 
	 	 SECTION 5.03 GOVERNMENTAL AUTHORIZATION; COMPLIANCE WITH LAWS	50
	 	 	 
	 	 SECTION 5.04 BINDING EFFECT	51
	 	 	 
	 	 SECTION 5.05 LITIGATION	51
	 	 	 
	 	 SECTION 5.06 NO DEFAULTS	51



 






    	 



     

    

  


	 	 SECTION 5.07 EMPLOYEE BENEFIT PLANS	51
	 	 	 
	 	 SECTION 5.08 USE OF PROCEEDS	52
	 	 	 
	 	 SECTION 5.09 TITLE TO PROPERTIES	52
	 	 	 
	 	 SECTION 5.10 TAXES	52
	 	 	 
	 	SECTION 5.11
FINANCIAL CONDITION	52
	 	 	 
	 	 SECTION 5.12 ENVIRONMENTAL MATTERS	53




 





	 	SECTION 5.13 MARGIN REGULATIONS; REGULATED ENTITIES	53
	 	 	 
	 	SECTION 5.14 SWAP OBLIGATIONS	53
	 	 	 
	 	SECTION 5.15 INTELLECTUAL PROPERTY	54
	 	 	 
	 	SECTION 5.16 EQUITY INTERESTS HELD BY BORROWER; EQUITY INTERESTS IN BORROWER	54
	 	 	 
	 	SECTION 5.17 INSURANCE	54
	 	 	 
	 	SECTION 5.18 COLLATERAL AND COLLATERAL DOCUMENTS	54
	 	 	 
	 	SECTION 5.19 LABOR RELATIONS	55
	 	 	 
	 	SECTION 5.20 SOLVENCY	55
	 	 	 
	 	SECTION 5.21 FULL DISCLOSURE	55
	 	 	 
	ARTICLE VI   AFFIRMATIVE COVENANTS	 56
	 	 	 
	 	SECTION 6.01 FINANCIAL STATEMENTS	56
	 	 	 
	 	SECTION 6.02 CERTIFICATES; OTHER INFORMATION	57
	 	 	 
	 	SECTION 6.03 NOTICES	59
	 	 	 
	 	SECTION 6.04 PAYMENT OF CERTAIN OBLIGATIONS	60
	 	 	 
	 	SECTION 6.05 PRESERVATION OF EXISTENCE, ETC.	60
	 	 	 
	 	SECTION 6.06 MAINTENANCE OF PROPERTIES	61
	 	 	 
	 	SECTION 6.07 MAINTENANCE OF INSURANCE	61
	 	 	 
	 	SECTION 6.08 COMPLIANCE WITH LAWS	61
	 	 	 
	 	SECTION 6.09 BOOKS AND RECORDS	62
	 	 	 
	 	SECTION 6.10 INSPECTION RIGHTS; LENDER MEETINGS	62
	 	 	 
	 	SECTION 6.11 USE OF PROCEEDS	62
	 	 	 
	 	SECTION 6.12 COLLATERAL ACCOUNTS AND EXCLUDED ACCOUNTS	62
	 	 	 
	 	SECTION 6.13 FINANCIAL COVENANTS	63
	 	 	 
	 	SECTION 6.14 PROTECTION OF INTELLECTUAL PROPERTY RIGHTS	64
	 	 	 
	 	SECTION 6.15 LITIGATION COOPERATION	64
	 	 	 
	 	SECTION 6.16 ERISA COMPLIANCE	64
	 	 	 
	 	SECTION 6.17 MATERIAL CONTRACTS	65
	 	 	 
	 	SECTION 6.18 FURTHER ASSURANCES	65
	 	 	 
	 	SECTION 6.19 CONSOLIDATED LEVERAGE RATIO	65



 






    	 



     

    

 


	ARTICLE VII   NEGATIVE COVENANTS	 66
	 	 	 
	 	SECTION 7.01 LIENS	66
	 	 	 
	 	SECTION 7.02 INVESTMENTS	68
	 	 	 
	 	SECTION 7.03 DEBT	68
	 	 	 
	 	SECTION 7.04 FUNDAMENTAL CHANGES	70
	 	 	 
	 	SECTION 7.05 DISPOSITIONS	71
	 	 	 
	 	SECTION 7.06 RESTRICTED PAYMENTS	72
	 	 	 
	 	SECTION 7.07 CAPITAL EXPENDITURES	72
	 	 	 
	 	SECTION 7.08 TRANSACTIONS WITH AFFILIATES	73
	 	 	 
	 	SECTION 7.09 BURDENSOME AGREEMENTS	73
	 	 	 
	 	SECTION 7.10 USE OF PROCEEDS	73
	 	 	 
	 	SECTION 7.11 CERTAIN GOVERNMENTAL REGULATIONS	74
	 	 	 
	 	SECTION 7.12 DISQUALIFIED EQUITY INTERESTS	74




 





	ARTICLE VIII   EVENTS OF DEFAULT AND REMEDIES	74
	 	 	 
	 	SECTION 8.01 EVENTS OF DEFAULT	74
	 	 	 
	 	SECTION 8.02 RIGHTS AND REMEDIES	77
	 	 	 
	ARTICLE IX   ADMINISTRATIVE AGENT	 82
	 	 	 
	 	SECTION 9.01 APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT	82
	 	 	 
	 	SECTION 9.02 RIGHTS AS A LENDER	82
	 	 	 
	 	SECTION 9.03 EXCULPATORY PROVISIONS	82
	 	 	 
	 	SECTION 9.04 RELIANCE BY ADMINISTRATIVE AGENT	83
	 	 	 
	 	SECTION 9.05 DELEGATION OF DUTIES	84
	 	 	 
	 	SECTION 9.06 RESIGNATION OF ADMINISTRATIVE AGENT	84
	 	 	 
	 	SECTION 9.07 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS	84
	 	 	 
	 	SECTION 9.08 NO OTHER DUTIES, ETC.	85
	 	 	 
	 	SECTION 9.09 ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM	85
	 	 	 
	 	SECTION 9.10 GUARANTY MATTERS	85
	 	 	 
	 	SECTION 9.11 COLLATERAL AND OTHER MATTERS	86
	 	 	 
	ARTICLE X   GENERAL PROVISIONS	 87
	 	 	 
	 	SECTION 10.01 AMENDMENTS, ETC.	87
	 	 	 
	 	SECTION 10.02 NOTICES; ELECTRONIC COMMUNICATIONS	89
	 	 	 
	 	SECTION 10.03 NO WAIVER; CUMULATIVE REMEDIES	91
	 	 	 
	 	SECTION 10.04 EXPENSES; INDEMNITY; DAMAGE WAIVER	92
	 	 	 
	 	SECTION 10.05 PAYMENTS SET ASIDE	93



 






    	 



     

    

 


 


 


	 	SECTION 10.06 SUCCESSORS AND ASSIGNS	94
	 	 	 
	 	SECTION 10.07 TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY	98
	 	 	 
	 	SECTION 10.08 RIGHT OF SETOFF	99
	 	 	 
	 	SECTION 10.09 INTEREST RATE LIMITATION	99
	 	 	 
	 	SECTION 10.10 COUNTERPARTS; INTEGRATION; EFFECTIVENESS	99
	 	 	 
	 	SECTION 10.11 SURVIVAL OF REPRESENTATIONS AND WARRANTIES	100
	 	 	 
	 	SECTION 10.12 SEVERABILITY	100
	 	 	 
	 	SECTION 10.13 PATRIOT ACT NOTICE	100
	 	 	 
	 	SECTION 10.14 GUARANTY	100
	 	 	 
	 	SECTION 10.15 TIME OF THE ESSENCE	107
	 	 	 
	 	SECTION 10.16 GOVERNING LAW; JURISDICTION; ETC.	107
	 	 	 
	 	SECTION 10.17 WAIVER OF RIGHT TO JURY TRIAL	108







 





	SCHEDULES
	 	 
	1.01-A	Schedule of Certain Material Contracts
	2.01	Schedule of Lenders; Commitments; Percentage Shares
	5.05	Schedule of Certain Litigation
	5.08	Schedule of Permitted Uses of Proceeds of Term Loans
	5.16	Schedule of Equity Interests Held by Borrower; Equity Interests in Borrower
	5.19	Schedule of Certain Labor Issues
	6.12	Schedule of Collateral Accounts and Excluded Accounts
	7.01	Schedule of Certain Permitted Liens
	7.03	Schedule of Certain Permitted Debt
	10.02	Administrative Agent’s Office; Certain Addresses for Notices
	 	 
	EXHIBITS
	 	 
	A	Form of Compliance Certificate
	B	Form of Consolidated Excess Cash Flow Certificate
	C	Form of Consolidated Leverage Ratio Certificate
	D	Form of Assignment and Assumption




  






    	ii



     

    

 


Loan
And Security Agreement


 


This Loan
And Security Agreement, dated as of October 1, 2014, is among Vaultlogix,
LLC a Delaware limited liability company
(“Borrower”), the entities from time to time party hereto as Guarantors, the several entities from time
to time party to this Agreement as Lenders and White Oak Global Advisors,
LLC, a Delaware limited liability company, as Administrative Agent.


 


Recitals


 


WHEREAS
Borrower and Guarantors have requested that Lenders make available to Borrower the extensions of credit referenced herein
on the terms and conditions contained herein; and


 


WHEREAS
Lenders have agreed severally to make available to Borrower the extensions of credit referenced herein on the terms and
conditions contained herein;


 


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


 


Agreement


 


Article
I


Certain
Defined Terms; Certain Rules Of Construction


 


Section
1.01    Certain Defined Terms. 


 


As used herein:


 


“Account
Debtor” means any Person who is or may become obligated with respect to, or on account of, an Account, Chattel Paper
or General Intangible (including a payment intangible (as that term is defined in the Uniform Commercial Code)).


 


“Accounts”
means, as to any Person, all accounts (as that term is defined in the Uniform Commercial Code) now owned or hereafter acquired
by such Person (or in which such Person has rights or the power to transfer rights to a secured party), including: (a) all “accounts”
(as that term is defined in the Uniform Commercial Code), “payment intangibles” (as that term is defined in the Uniform
Commercial Code), other receivables, book debts, all other rights to payment and/or reimbursement of every kind and description,
including under governmental entitlement programs, and all other forms of obligations (other than forms of obligations evidenced
by Chattel Paper or Instruments) (including any such obligations that may be characterized as an account or contract right under
the Uniform Commercial Code); (b) all of such Person’s rights in, to and under all purchase orders or receipts for goods
or services; (c) all of such Person’s rights to any goods represented by any of the foregoing (including unpaid sellers’
rights or rescission, replevin, reclamation and stoppage in transit and rights to returned, reclaimed or repossessed goods); (d)
all rights to payment due to such Person for Goods or other property sold, leased, licensed, assigned or otherwise disposed of,
for a policy of insurance issued or to be issued, for a secondary obligation incurred or to be incurred, for energy provided or
to be provided, for the use or hire of a vessel under a charter or other contract, arising out of the use of a credit card or
charge card, or for services rendered or to be rendered by such Person or in connection with any other transaction (whether or
not yet earned by performance on the part of such Person); and (e) all collateral security of any kind given by any Account Debtor
or any other Person with respect to any of the foregoing.


 






    	 



     

    

 


“Acquisition”
means the acquisition by Parent Guarantor of all of the outstanding Equity Interests of Borrower, Data Protection and U.S. Data
pursuant to the Acquisition Agreement.


 


“Acquisition
Agreement” means that certain Interest Purchase Agreement, dated as of March 19, 2014, by and among Borrower, Data
Protection, U.S. Data, London Bay - VL Acquisition Company, LLC, Tier 1 Solutions, Inc. and Parent Guarantor.


 


“Administrative
Agent” means, at any time, the administrative agent for the Lending Parties under each of the Loan Documents (which,
initially, shall be White Oak and, thereafter, shall include any successor appointed in accordance with Section
9.06).


 


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


 


“Administrative
Detail Form” means an administrative detail form in a form supplied by, or otherwise acceptable to, Administrative
Agent.


 


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


 


“Aggregate Commitments”
means, at any time, the sum of the Commitments of all Lenders.


 


“Agreement” means this Loan and Security
Agreement.


 


“Anti-Terrorism
Law” means, collectively: (a) the Patriot Act; (b) the Executive Order; (c) the Trading With the Enemy Act (50 U.S.C.
§ 1 et seq.); and (d) any similar Law enacted in the United States following
the date of this Agreement.


 


“Applicable Guarantor”
has the meaning ascribed thereto in Section 10.14(a).


 


“Applicable
Guarantor Subordinated Debt” has the meaning ascribed thereto in Section 10.14(i).


 


“Applicable
Guarantor Subordinated Debt Payments” has the meaning ascribed thereto in Section
10.14(i).


 






    	2



     

    

 


“Approved
Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding
or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities, which Person
is administered or managed by (a) a Lending Party, (b) an Affiliate of a Lending Party or (c) an entity or an Affiliate of an
entity that administers or manages a Lending Party; provided that an “Approved Fund” shall not
include any Loan Party or any of its Affiliates.


 


“Assignment
and Assumption” means an assignment and assumption entered into by a Lending Party and an Eligible Assignee (with
the consent of any party whose consent is required by Section 10.06(b)), and
accepted by Administrative Agent, substantially in the form attached hereto as Exhibit D.


 


“Attributable
Debt” means, on any date of determination: (a) in respect of any capital lease of any Person, the capitalized amount
thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP; and (b) in respect
of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would
appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as
a capital lease.


 


“Audited
Financial Statements” means the audited consolidated balance sheet for Borrower for the Fiscal Year ended December
31, 2013 and the related consolidated statements of income or operations, members’ equity and cash flows for such Fiscal
Year, including the notes thereto, together with the opinion issued thereon by the independent accountants that prepared such
financial statements.


 


“Bankruptcy Code”
means the federal Bankruptcy Reform Act of 1978 (11 U.S.C. Sections 101 et seq.).


 


“Bankruptcy
Laws” means, collectively: (a) the Bankruptcy Code; and (b) all other liquidation, conservatorship, bankruptcy,
assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor-relief
Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors
generally.


 


“Base
Rate” means an interest rate equal to the sum of: (a) the greater of (i) the LIBOR Index Rate, as adjusted as of
each LIBOR Index Adjustment Date and (ii) 1.00% per annum; plus (b) 1100 basis points per annum.


 


“Books
and Records” means, as to any Person, all of such Person’s books and records including ledgers, federal and
state tax returns, records regarding such Person’s assets or liabilities, business operations or financial condition, and
all computer programs or storage or any equipment containing such information.


 


“Borrower” has the meaning
ascribed thereto in the introductory paragraph hereof.


 


“Business
Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close
under the Laws of, or are in fact closed in, San Francisco, California and New York, New York or the city and state where Administrative
Agent’s Office is located.


 






    	3



     

    

 


“Capital
Expenditures” means, with respect to any Person, all expenditures (whether paid in cash or other consideration or
accrued as a liability and including that portion of capital leases that is capitalized on the balance sheet of such Person including
in connection with a sale-leaseback transaction) by such Person for the acquisition or leasing of fixed or capital assets or additions
to equipment (including replacements, capitalized repairs and improvements during such period) that are required to be capitalized
under GAAP on a balance sheet of such Person. For purposes of this definition: (a) the purchase price of equipment that is purchased
simultaneously with the trade-in of existing equipment owned by such Person thereof or with insurance proceeds shall be included
in Capital Expenditures only to the extent of the gross amount of such purchase price minus the credit granted by the seller
of such equipment for such equipment being traded in at such time, or the amount of such proceeds, as the case may be; and (b)
an acquisition to the extent made with the proceeds of a Disposition in accordance with Section
7.05(c) shall not constitute a “Capital Expenditure.”


 


“Cash
Equivalents” means, as to any Person: (a) securities issued or directly and fully guaranteed or insured by the United
States or any agency or instrumentality thereof (but only so long as the full faith and credit of the United States is pledged
in support thereof) having maturities of not more than twelve months from the date of acquisition; (b) securities issued by any
state of the United States or any political subdivision of any such state or any public instrumentality thereof having maturities
of not more than ninety days from the date of acquisition and having one of the two highest ratings from either Standard &
Poor’s Corporation or Moody’s Investors Service, Inc.; (c) domestic and Eurodollar certificates of deposit, time or
demand deposits or bankers’ acceptances maturing within six months after the date of acquisition issued or guaranteed by
or placed with, and money market deposit accounts issued or offered by: (i) any Lender; and (ii) any commercial bank organized
under the laws of the United States or any state thereof or the District of Columbia having combined capital and surplus of not
less than $250,000,000.00; (d) repurchase obligations with a term of not more than thirty days for underlying securities of the
types described in clause (a) and (b) of this definition entered into with any bank meeting the qualifications specified in clause
(c) of this definition; (e) commercial paper issued by the parent corporation of any Lender or any commercial bank (provided that
the parent corporation and the bank are both incorporated in the United States) having capital and surplus in excess of $250,000,000.00
and commercial paper issued by any Person incorporated in the United States, which commercial paper is rated at least A-1 or the
equivalent thereof by Standard & Poor’s Corporation or at least P-1 or the equivalent thereof by Moody’s Investors
Service, Inc., and in each case maturing not more than ninety days after the date of acquisition by such Person; and (f) investments
in money market funds substantially all the assets of which are comprised of securities of the types described in clauses (a)
through (e) of this definition.


 


“CFC” has the meaning
ascribed thereto in the definition of “Excluded Equity” contained herein.


 


“Change
in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking
effect of any law, rule, regulation or treaty; (b) any change in any law, rule, regulation or treaty or in the administration,
interpretation, implementation or application thereof by any Governmental Authority; or (c) the making or issuance of any request,
rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding
anything to the contrary contained herein: (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
promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar
authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed
to be a “Change in Law” regardless of the date enacted, adopted or issued.


 






    	4



     

    

 


“Change
of Control” means: (a) an event or series of events by which any “person” or “group” (as
such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or
its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any
such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that
a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the
right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option
right”)), directly or indirectly, of 20.00% or more of the Equity Interests of Borrower entitled to vote for members
of the board of directors or equivalent governing body of Borrower on a fully-diluted basis (and taking into account all such
securities that such person or group has the right to acquire pursuant to any option right); or (b) the failure of Borrower to
own directly or indirectly, beneficially and of record, 100.00% of the aggregate ordinary voting power and economic interests
represented by the issued and outstanding Equity Interests of each Subsidiary (or such lesser percentage as may be owned, directly
or indirectly, as of the Effective Date or the later acquisition thereof), except where such failure occurs as a result of a transaction
or circumstance otherwise expressly permitted by the Loan Documents.


 


“Chattel
Paper” means, as to any Person, all chattel paper (as that term is defined in the Uniform Commercial Code), including
electronic chattel paper (as that term is defined in the Uniform Commercial Code), now owned or hereafter acquired by such Person
(or in which such Person has rights or the power to transfer rights to a secured party).


 


“Claims”
means, collectively, any claim or cause of action based upon or arising out of this Agreement, the other Loan Documents or any
of the transactions contemplated hereby or thereby, including contract claims, tort claims, breach of duty claims, and all other
common law or statutory claims.


 


“Code” means the Internal
Revenue Code of 1986.


 


“Collateral”
means, collectively, all right, title and interest of each Loan Party that is a party hereto, whether now owned or hereafter acquired
or arising (or in which such Loan Party has rights or the power to transfer rights to a secured party), in, to or upon all Accounts,
Chattel Paper, Collateral Accounts, commercial tort claims, Documents, Equipment, General Intangibles, Goods, Instruments, Inventory,
Investment Property, Letter-of-Credit Rights, Permits, Supporting Obligations, Books and Records, and all other assets of such
Loan Party and all Proceeds (in whatever form or nature) of the foregoing; provided that, notwithstanding the foregoing,
“Collateral” shall not include Excluded Property of any such Loan Party.


 


“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 Collateral, in
each case, in form and substance reasonably satisfactory to Administrative Agent.


 






    	5



     

    

 


“Collateral
Accounts” means all commodity accounts, deposit accounts and securities accounts (in each case, as defined in the
Uniform Commercial Code) of any Loan Party that is a party hereto other than the Excluded Accounts.


 


“Collateral
Documents” means, collectively: (a) this Agreement; (b) each Control Agreement entered into in connection with this
Agreement; (c) each Intellectual Property assignment or security agreement, each in form and substance satisfactory to Administrative
Agent, entered into in connection with this Agreement; (d) each Deed of Trust; (e) any security agreement or other document similar
to the documents referred to in clauses (a) through (d) of this definition executed on or after the Effective Date pursuant to
the terms hereof or otherwise in connection with the transactions contemplated hereby; and (f) all financing statements (or comparable
documents now or hereafter filed in accordance with the Uniform Commercial Code or other comparable Law) against Borrower or any
Loan Party that is a party hereto or any other Loan Document as debtor in favor of Administrative Agent, for the benefit of itself
and each other Lending Party (or any of the foregoing), as secured party.


 


“Commitment”
means, as to any Lender at any time, its obligation to make a Term Loan to Borrower in an aggregate principal amount at any one
time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule
2.01; provided that, following the making by any Lender of its Term Loan on the Effective Date in accordance
with the provisions hereof, the Commitment of such Lender shall be zero.


 


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


 


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


 


“Consolidated
EBITDA” means, for any period, for Borrower and its Subsidiaries on a consolidated basis, the sum for such period
of (without duplication): (a) Consolidated Net Income; plus (b) Consolidated Interest Expense (net of interest income)
to the extent included in the determination of such Consolidated Net Income; plus (c) and all amounts treated as expenses
for depreciation and the amortization of intangibles of any kind, but in each case only to the extent included in the determination
of such Consolidated Net Income; plus (d) all accrued taxes on or measured by income, but in each case only to the extent
included in the determination of such Consolidated Net Income; provided that, for purposes of the calculation of Consolidated
EBITDA for any period, Consolidated Net Income for such period shall be computed without giving effect to any non-cash extraordinary,
non-recurring, transactional or unusual gains that would otherwise be added, or non-cash losses or expenses that would otherwise
be deducted, in calculating Consolidated Net Income for such period. These non-cash items include foreign exchange gains and losses,
goodwill impairment and change in fair value of derivative liabilities.


 






    	6



     

    

 


“Consolidated
Excess Cash Flow” means, for any period, the amount, if any, by which: (a) Consolidated EBITDA for such period;
exceeds (b) the sum for such period of (without duplication): (i) Capital Expenditures actually made in cash by Borrower
and its Subsidiaries (net of any insurance proceeds, condemnation awards or proceeds relating to any financing with respect to
such expenditures); plus (ii) taxes on or measured by income paid in cash by Borrower and its Subsidiaries; plus (iii)           Restricted
Payments paid in cash by Borrower and permitted by Section 7.06(d);
plus iv)           Consolidated Interest Expense (exclusive of any
debt discount) paid in cash by Borrower and its Subsidiaries; plus (v) scheduled principal payments on account of the Term
Loans under Section 2.03(c)(i) and scheduled principal payments on account of capital
leases and other Debt (other than Debt outstanding hereunder) of Borrower and its Subsidiaries, but in each of the foregoing cases
solely to the extent paid in cash; plus (vi) optional principal payments on account of the Term Loans in accordance with
Section 2.03(b); plus (vii) the amount, if any, by which (A) the current assets
(exclusive of cash and Cash Equivalents) of Borrower and its Subsidiaries at the end of such period is greater than the current
assets (exclusive of cash and Cash Equivalents) of Borrower and its Subsidiaries at the beginning of such period; plus (viii)
the amount if any by which (A) the current liabilities (exclusive of the current portion of long term Debt) of Borrower and its
Subsidiaries at the end of such period is less than (B) the current liabilities (exclusive of the current portion of long term
Debt) of Borrower and its Subsidiaries at the beginning of such period; minus (viii) the amount, if any, by which (A) the
current assets (exclusive of cash and Cash Equivalents) of Borrower and its Subsidiaries at the end of such period is less than
(B) the current assets (exclusive of cash and Cash Equivalents) of Borrower and its Subsidiaries at the beginning of such period;
minus (ix) the amount if any by which (A) the current liabilities (exclusive of the current portion of long term Debt)
of Borrower and its Subsidiaries at the end of such period is greater than (B) the current liabilities (exclusive of the current
portion of long term Debt) of Borrower and its Subsidiaries at the beginning of such period.


 


“Consolidated
Excess Cash Flow Certificate” means a certificate substantially in the form of Exhibit
B.


 


“Consolidated
Excess Cash Flow Percentage” means: (a) at any time that an Event of Default exists, 100.00%; (b) if the Outstanding
Amount of all Obligations is greater than or equal to two times Consolidated EBITDA for the most recently ended Fiscal Quarter,
50.00%; (c) if the Outstanding Amount of all Obligations is less than two times Consolidated EBITDA but greater than or equal
to one times Consolidated EBITDA for the most recently ended Fiscal Quarter, 40.00%; and (d) if the Outstanding Amount of all
Obligations is less than one times Consolidated EBITDA for the most recently ended Fiscal Quarter, 30.00%.


 


“Consolidated
Fixed Charge Coverage Ratio” means, as of the last day of any Fiscal Quarter for the Fiscal Quarter ending on such
date, subject to Security Agreement
1.02(f), the ratio of: (a) the sum for such period of (without duplication): (i)
Consolidated EBITDA; plus (ii) operating lease expense for Borrower and its Subsidiaries; minus (iii) all payments
in cash for taxes on or measured by income made by Borrower and its Subsidiaries; minus (iv) Capital Expenditures actually
made in cash by Borrower and its Subsidiaries (net of any insurance proceeds, condemnation award or proceeds relating to any financing
with respect to such expenditures); minus (v) Restricted Payments paid in cash by Borrower; plus (vi) cash on hand
at the end of the last day of such Fiscal Quarter; to (b) the sum for such period of: (i) Consolidated Interest Expense;
plus (ii) the aggregate amount of mandatory principal prepayments actually made or required to be made on the Term Loans
under Section 2.03(c)(i); plus (iii) operating lease expense for Borrower and
its Subsidiaries; plus (iv) without duplication, all required principal payments and all principal payments made for future
periods made with respect to capital leases and other Debt (other than Debt outstanding hereunder).


 






    	7



     

    

 


“Consolidated
Funded Debt” means, as of any date of determination, for Borrower and its Subsidiaries on a consolidated basis,
the sum of (without duplication): (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed
money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar
instruments; plus (b) all purchase money Debt; plus (c) all direct obligations arising under letters of credit (whether
standby or commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; plus (d) all
obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary
course of business); plus (e) all Attributable Debt; plus (f) all Guarantees with respect to outstanding Debt of
the types specified in clauses (a) through (e) of this definition of Persons other than Borrower or any Subsidiary thereof; plus
(g) all obligations in respect of Disqualified Equity Interests; plus (h) all Debt of the types referred to in clauses
(a) through (g) of this definition of any partnership or joint venture (other than a joint venture that is itself a corporation
or limited liability company) in which Borrower or a Subsidiary is a general partner or joint venturer, unless such Debt is expressly
made non-recourse to Borrower or such Subsidiary; provided that Consolidated Funded Debt shall not include (without duplication):
(i) Debt in respect of Swap Contracts; or (ii) obligations to the extent that such obligations are indirect, contingent obligations
(other than contingent obligations with respect to the undrawn face amount of letters of credit).


 


“Consolidated
Interest Expense” means, for any period, for Borrower and its Subsidiaries on a consolidated basis, the sum for
such period of (without duplication): (a) all interest, premium payments, debt discount, fees, charges and related expenses in
connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets; plus
(b) all payments made under interest rate Swap Contracts to the extent not included in clause (a) of this definition; minus
(c) all payments received under interest rate Swap Contracts; plus (d) the portion of rent expense under capital leases
that is treated as interest in accordance with GAAP.


 


“Consolidated
Leverage Ratio” means, as of any date of determination, subject to Section 1.02(f),
the ratio of: (a) Consolidated Funded Debt as of such date; to (b) Consolidated EBITDA for the period consisting: (i) in
the case of the Fiscal Quarter ending December 31, 2014, the four consecutive calendar months then ended multiplied by 3.00; (ii)
in the case of the Fiscal Quarter ending March 31, 2015, the seven consecutive calendar months then ended multiplied by 1.71;
(iii) in the case of the Fiscal Quarter ending June 30, 2015, the ten consecutive calendar months then ended multiplied by 1.20;
and (iv) in the case of the end of each Fiscal Quarter ending thereafter, the four consecutive Fiscal Quarters then ended.


 


“Consolidated
Leverage Ratio Certificate” means a certificate substantially in the form of Exhibit
C.


 


“Consolidated
Net Income” means, for any period, for Borrower and its Subsidiaries on a consolidated basis, net income (or loss)
for such period, but excluding (without duplication): (a) any income of any Person if such Person is not a Subsidiary, except
that Borrower’s direct or indirect equity in the net income of any such Person for such period shall be included in such
computation of net income (or loss) up to the aggregate amount of cash actually distributed by such Person during such period
to Borrower or a Subsidiary thereof as a dividend or other distribution; and (b) net income of any Subsidiary to the extent that
the declaration or payment of dividends or similar distributions by such Subsidiary of that income is prohibited by operation
of the terms of its Organizational Documents or any Contractual Obligation or Laws applicable to such Subsidiary or by which Subsidiary
is bound.


 






    	8



     

    

 


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


 


“Control”
means (other than when used in the terms “Change of Control” and “Control Agreement”)
the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise. The terms “Controlling”
and “Controlled” have meanings correlative thereto. Without limiting the generality of the foregoing,
a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, the power
to vote 5.00% or more of the securities having ordinary voting power for the election of directors, managing general partners
or the equivalent.


 


“Control
Agreement” means any agreement entered into among a depository institution at which a Loan Party that is a party
hereto maintains a Collateral Account, such Loan Party and Administrative Agent, pursuant to which Administrative Agent obtains
control (within the meaning of the Uniform Commercial Code) over such Collateral Account.


 


“Copyright
License” means, as to any Person, all rights under any written document now owned or hereafter acquired by such
Person (or in which such Person has rights or the power to transfer rights to a secured party) granting the right to use any Copyright
or Copyright registration.


 


“Copyrights”
means, as to any Person, all of the following now owned or hereafter adopted or acquired by such Person: (a) all copyrights in
any original work of authorship fixed in any tangible medium of expression, now known or later developed, all registrations and
applications for registration of any such copyrights in the United States or any other country, including registrations, recordings
and applications, and supplemental registrations, recordings, and applications in the United States Copyright Office; and (b)
all proceeds of the foregoing, including license royalties and proceeds of infringement suits, the right to sue for past, present
and future infringements, all rights corresponding thereto throughout the world and all renewals and extensions thereof.


 


“Credit
Extensions” means all of the following: (a) the Term Loans; and (b) all Protective Advances.


 


“Credit
Outstandings” means, as of any date of determination, the then Outstanding Amount of all Credit Extensions (including
all PIK Interest) and the Make-Whole Amount (if any is then due and payable as of such date of determination) owing with respect
thereto.


 


“Data
Protection” means DATA PROTECTION SERVICES,
L.L.C., a Delaware limited liability company.


 






    	9



     

    

 


“Debt”
means, as to any Person as of any date of determination, without duplication, all of the following, whether or not included as
indebtedness or liabilities in accordance with GAAP: (a) all obligations of such Person for borrowed money and all obligations
of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) all direct or contingent
obligations of such Person arising under letters of credit (including standby and commercial letters of credit), bankers’
acceptances, bank guaranties, surety bonds and similar instruments; (c) the swap termination value under all Swap Contracts or
hedge contracts to which such Person is a party; (d) all obligations of such Person to pay the deferred purchase price of property
or services (other than trade accounts payable in the ordinary course of business not past due for more than sixty days after
the date on which such trade account payable was created); (e) indebtedness (excluding prepaid interest thereon) secured by a
Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title
retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; (f)
the amount of Attributable Debt in respect of all capital lease obligations and Synthetic Lease Obligations of such Person; (g)
all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Disqualified
Equity Interest, valued, in the case of a Disqualified Equity Interest that is a redeemable preferred interest, at the greater
of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and (h) all Guarantees of such
Person in respect of any Debt referred to in the immediately preceding clauses (a) through (g). For all purposes hereof, the Debt
of any Person shall include the Debt of any partnership or joint venture (other than a joint venture that is itself a corporation
or limited liability company) in which such Person is a general partner or a joint venturer, unless such Debt is expressly made
non-recourse to such Person.


 


“Deed
of Trust” means each mortgage or deed of trust or other similar document executed and delivered to Administrative
Agent pursuant to the terms hereof or otherwise in connection herewith.


 


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


 


“Default
Rate” means an interest rate equal to the sum of: (a) the Base Rate; plus (b) the Supplemental Rate; plus
(c) 400.00 basis points per annum.


 


“Disposition”
means the sale, assignment transfer, conveyance, license, lease or other disposition (including any sale and leaseback transaction)
of any property by any Person, including any sale, assignment, transfer, conveyance or other disposal, with or without recourse,
of any notes or accounts receivable or any rights and claims associated therewith. The term “Dispose” has a
meaning correlative thereto.


 


“Disqualified
Equity Interest” means any Equity Interest of any Person that, by its terms (or by the terms of any Equity Interest
or other security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the
happening of any event or circumstance, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise,
or is redeemable at the option of the holder thereof, in whole or in part, or requires or mandates payments or distributions in
cash, on or prior to the date that is one year after the Maturity Date.


 


“Documents”
means, as to any Person, all documents (as that term is defined in the Uniform Commercial Code) now owned or hereafter acquired
by such Person (or in which such Person has rights or the power to transfer rights to a secured party), wherever located, including
all bills of lading, dock warrants, dock receipts, warehouse receipts, and other documents of title, whether negotiable or non-negotiable.


 


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


 






    	10



     

    

 


“Due Diligence Certificate”
means a due diligence certificate in form acceptable to Administrative Agent.


 


“Effective
Date” means the first date on which all of the conditions precedent in Section
4.01 were satisfied (or waived in accordance with Section 10.01), which date is
October 9, 2014.


 


“Electronic
Platform” means an electronic system for the delivery of information (including documents), such as IntraLinks On-Demand
WorkspacesTM or DXSyndicateTM, that may or may not be provided or administered by Administrative Agent or an Affiliate thereof.


 


“Eligible
Assignee” means any of the following: (a) a Lender; (b) an Affiliate of a Lender; and (c) an Approved Fund.


 


“Environmental
Claims” means all claims, however asserted, by any Governmental Authority or other Person alleging Environmental
Liabilities.


 


“Environmental
Laws” means all Laws relating to pollution, the protection of the environment or the release of any materials into
the environment, including those related to Hazardous Materials or wastes, air emissions and discharges to waste or public systems.


 


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


 


“Equipment”
means, as to any Person, all equipment (as that term is defined in the Uniform Commercial Code) now owned or hereafter acquired
by such Person (or in which such Person has rights or the power to transfer rights to a secured party), wherever located, including
any and all machinery, apparatus, equipment, fittings, furniture, fixtures, motor vehicles and other tangible personal property
(other than Inventory) of every kind and description, and all parts, accessories and accessions thereto and substitutions and
replacements therefor.


 


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


 






    	11



     

    

 


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


 


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


 


“ERISA
Event” means any of the following: (a) a Reportable Event with respect to a Pension Plan; (b) the incurrence by
Borrower or any ERISA Affiliate of any liability with respect to a withdrawal by Borrower or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2)
of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) the incurrence
by Borrower or any ERISA Affiliate of any liability with respect to a complete or partial withdrawal by Borrower or any ERISA
Affiliate from a Multiemployer Plan or the receipt by Borrower or an ERISA Affiliate of notification that a Multiemployer Plan
is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under
Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan;
(e) an event or condition that constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA,
other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon Borrower or any ERISA Affiliate.


 


“Event of Default” has
the meaning ascribed thereto in Section 8.01.


 


“Event
of Loss” means, with respect to any property of any Loan Party, any of the following: (a) any loss, destruction
or damage of such property; or (b) any actual condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise,
of such property, or confiscation of such property or the requisition of the use of such property.


 


“Exchange Act” means the
Securities Exchange Act of 1934.


 


“Excluded
Accounts” means, with respect to any Loan Party that is a party hereto: (a) such Loan Party’s payroll accounts;
(b) such Loan Party’s pension and pension reserve accounts; and (c) such Loan Party’s employee benefit account(s).


 


“Excluded
Equity” means, any voting Equity Interests of any direct Subsidiary of any Loan Party that is a party hereto that
is a controlled foreign corporation (as defined in Section 957 of the Code (a “CFC”)) in excess of 65.00%
of the total combined voting power of all classes of stock of such CFC that are entitled to vote (within the meaning of Section
1.956-2(c)(2) of the Treasury Regulations issued in connection with the Code), except to the extent that a pledge hereunder of
such excess Equity Interests could not reasonably be expected to result in an adverse tax consequence to such Loan Party.


 


“Excluded
Property” means collectively, all right, title and interest of each Loan Party that is a party hereto, whether now
owned or hereafter acquired or arising (or in which such Loan Party has rights or the power to transfer rights to a secured party),
in, to or upon:


 


(a)          all
Excluded Equity;


 






    	12



     

    

 


(b)         any
rights or interest in any contract, lease, Permit, license, charter or license agreement covering real or personal property of
any Loan Party that is a party hereto if, under the terms of such contract, lease, Permit, license, charter or license agreement,
or applicable Laws with respect thereto, the grant of a Lien therein is prohibited as a matter of law or under the terms of such
contract, lease, Permit, license, charter or license agreement, except, in each of the foregoing cases, (i) any described prohibition
or restriction is unenforceable under Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code or other applicable
Laws, or (ii) any consent or waiver has been obtained that would permit the Lien notwithstanding the prohibition or restriction
on the pledge of such asset;


 


(c)         any
property now owned or hereafter acquired by any Loan Party that is a party hereto that is subject to a purchase money Lien or
a capital lease permitted hereunder if the contractual obligation pursuant to which such Lien is granted (or the documentation
providing for such purchase money Lien or capital lease) validly prohibits the creation by such Loan Party of a Lien thereon or
expressly requires the consent of any Person other than Borrower and its Affiliates which consent has not been obtained as a condition
to the creation of any other Lien on such property;


 


(d)        any
“intent to use” Trademark applications for which a statement of use has not been filed (but only until such statement
is filed);


 


(e)         all
Excluded Accounts and all amounts deposited therein or credited thereto except to the extent any such amounts were deposited therein
or credited thereto other than for the purposes for which such Excluded Accounts were established;


 


(f)          all
interests in real property other than fee interests in real property having a fair market value in excess of $1,000,000.00; and


 


(g)         vehicles
and other goods subject to a certificate of title;


 


provided
that: (i) “Excluded Property” shall not include any Proceeds, products, substitutions or replacements
of any Excluded Property (unless such Proceeds, products, substitutions or replacements would otherwise constitute Excluded Property);
and (ii) if any assets constitute “Excluded Property” as a result of the failure of the applicable Loan
Party that is a party hereto to obtain consent as described in clauses (b) and (c) of this definition, such Loan Party shall use
commercially reasonable efforts to obtain such consent, and, upon obtaining such consent, such property shall cease to constitute
“Excluded Property.”


 


“Excluded
Taxes” means, with respect to Administrative Agent, any other Lending Party or any other recipient of any payment
to be made by or on account of any obligation of Borrower or any Loan Party hereunder or under any Loan Document: (a) Taxes on
or measured by overall net income (however denominated), franchise Taxes and branch profits taxes, in each case (i) imposed as
a result of such Person being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable
Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) which are Other Connection
Taxes; (b) U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Person with respect to an applicable
interest in the Term Loans or its Commitment pursuant to a Law in effect on the date on which (i) such Person acquires such interest
in the Terms Loans or its Commitment or (ii) such Person changes its Lending Office, except in each case to the extent that, pursuant
to Section 2.08, amounts with respect to such Taxes were payable either to such Person’s
assignor immediately before such Person became a party hereto or to such Person immediately before it changed its Lending Office;
(c) Taxes attributable to such Person’s failure to comply with Section 2.08(g);
and (d) any U.S. federal withholding Taxes imposed under FATCA.


 






    	13



     

    

 


“Existing
Guaranteed Obligations” has the meaning ascribed thereto in Section 10.14(j).


 


“FATCA”
means Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof
and any agreements entered into pursuant to Section 1471(b)(1) of the Code.


 


“Federal
Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal
funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the
Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business
Day, then the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day and (b) if no such rate is so published on such next succeeding Business Day, then
the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of one one-hundredth
of 1.00%) charged to major money center banks on such day on such transactions as determined by Administrative Agent.


 


“Fiscal
Month” means, as of any date of determination with respect to Borrower or any Subsidiary thereof, each calendar
month occurring during each Fiscal Year.


 


“Fiscal
Quarter” means, as of any date of determination with respect to Borrower or any Subsidiary thereof, each calendar
quarter occurring during each Fiscal Year.


 


“Fiscal
Year” means, as of any date of determination with respect to Borrower or any Subsidiary thereof, the fiscal year
of Borrower, which ends on December 31 of each calendar year.


 


“Foreign
Lender” means any Lender that is not a “United States Person” (as such term is defined in Section 7701(a)(30)
of the Code).


 


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


 


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


 






    	14



     

    

 


“General
Intangibles” means, as to any Person, all general intangibles (as that term is defined in the Uniform Commercial
Code) now owned or hereafter acquired by such Person (or in which such Person has rights or the power to transfer rights to a
secured party), including all right, title and interest that such Person may now or hereafter have under any contract, all payment
intangibles (as that term is defined in the Uniform Commercial Code), customer lists, licenses, Intellectual Property, interests
in partnerships, joint ventures and other business associations, permits, proprietary or confidential information, inventions
(whether or not patented or patentable), technical information, procedures, designs, knowledge, know-how, Software, databases,
data, skill, expertise, experience, processes, models, drawings, materials, Books and Records, Goodwill (including Goodwill associated
with any Intellectual Property), all rights and claims in or under insurance policies (including insurance for fire, damage, loss,
and casualty, whether covering personal property, real property, tangible rights or intangible rights, all liability, life, key-person,
and business interruption insurance, and all unearned premiums), uncertificated securities, choses-in-action, rights to receive
tax refunds and other payments, rights to receive dividends, distributions, cash, Instruments and other property in respect of
or in exchange for Equity Interests and other Investment Property, and rights of indemnification.


 


“Goods”
means, as to any Person, all goods (as that term is defined in the Uniform Commercial Code) now owned or hereafter acquired by
such Person (or in which such Person has rights or the power to transfer rights to a secured party), wherever located, including
embedded software to the extent included in goods (as that term is defined in the Uniform Commercial Code) and fixtures (as that
term is defined in the Uniform Commercial Code).


 


“Goodwill”
means, as to any Person, all goodwill, trade secrets, proprietary or confidential information, technical information, procedures,
formulae, quality control standards, designs, operating and training manuals, customer lists, and distribution agreements now
owned or hereafter acquired by such Person (or in which such Person has rights or the power to transfer rights to a secured party).


 


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


 


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


 






    	15



     

    

 


“Guaranteed
Obligations” has the meaning ascribed thereto in Section 10.14(a).


 


“Guarantors”
means, collectively: (a) Parent Guarantor and each Applicable Guarantor party to this Agreement on the date hereof; and (b) each
other Person who, on or following the date hereof pursuant to the terms of any Loan Document, has executed or is required to execute:
(i) as a guarantor, a Guaranty of all or any portion of the Obligations; or (ii) as a pledgor, a third party pledge agreement
(or similar document) in favor of Administrative Agent or the Lending Parties with respect to all or any portion of the Obligations.


 


“Guaranty”
means any guaranty or third party pledge agreement (or similar document), in form and substance satisfactory to Administrative
Agent, made by a Person for the benefit of the Lending Parties or Administrative Agent on behalf of the Lending Parties and includes
the guaranty set forth in Section 10.14.


 


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


 


“Hedging
Obligations” means, with respect to any Loan Party, all liabilities of such Person under Swap Contracts entered
into with any Lender or an Affiliate of any Lender in connection with all or any portion of the Term Loans; provided that
such liabilities under any Swap Contract with an Affiliate of a Lender shall not constitute “Hedging Obligations”
hereunder unless and until such liabilities are certified as such in writing to Administrative Agent by Borrower and such Affiliate
of a Lender.


 


“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 immediately preceding
clause (a), Other Taxes.


 


“Indemnitees”
means, collectively, each Lending Party and each Related Party of any of the foregoing Persons.


 


“Information” has the
meaning ascribed thereto in Section 10.07.


 


“Instrument”
means, as to any Person, all instruments (as that term is defined in the Uniform Commercial Code) now owned or hereafter acquired
by such Person (or in which such Person has rights or the power to transfer rights to a secured party), wherever located, including
all promissory notes and other evidences of indebtedness, other than instruments that constitute, or are part of a group of writings
that constitute, Chattel Paper.


 


“Intellectual
Property” means, as to any Person, all Copyrights, Licenses, Patents, Trademarks, inventions, designs, trade secrets
and customers lists now owned or hereafter acquired by such Person (or in which such Person has rights or the power to transfer
rights to a secured party), wherever located.


 






    	16



     

    

 


“Interest
Payment Date” means: (a) the first Business Day of each Fiscal Month during the term hereof commencing with the
first Business Day of the Fiscal Month ending October 31, 2014; and (b) the Maturity Date.


 


“Inventory”
means, as to any Person, all inventory (as that term is defined in the Uniform Commercial Code) now owned or hereafter acquired
by such Person (or in which such Person has rights or the power to transfer rights to a secured party), wherever located, including
all inventory, merchandise, goods and other personal property that are held by or on behalf of such Person for sale or lease or
are furnished or to be furnished under a contract of service or that constitute raw materials, work in process, finished goods,
returned goods or materials or supplies of any kind.


 


“Investment”
means, as to any Person, any direct or indirect acquisition or investment by such Person in another Person, whether by means of:
(a) the purchase or other acquisition of capital stock or other securities of another Person; (b) a loan, advance or capital contribution
to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest
in, another Person, including any partnership or limited liability company interest in such other Person and any arrangement pursuant
to which the investor Guarantees Debt of such other Person; or (c) the purchase or other acquisition (in one transaction or a
series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the
amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the
value of such Investment.


 


“Investment
Property” means, as to any Person, all investment property (as that term is defined in the Uniform Commercial Code)
now owned or hereafter acquired by such Person (or in which such Person has rights or the power to transfer rights to a secured
party), wherever located.


 


“IRS” means the United
States Internal Revenue Service.


 


“Joinder
Agreement” means an agreement (in form and substance satisfactory to Administrative Agent) entered into by a Subsidiary
of Borrower on or following the date hereof to join in the Guaranty set forth in Section 10.14.


 


“Laws”
means, collectively, all international, foreign, federal, state and local laws, statutes, treaties, rules, authorities, guidelines,
regulations, ordinances, codes and administrative or judicial precedents or judgments, orders, decrees, permits and other governmental
restrictions, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement,
interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations,
concessions, grants, franchises and permits of, and agreements with, any Governmental Authority, in each case whether or not having
the force of law.


 


“Lender”
means, initially, each Person designated on Schedule 2.01 as a “Lender” and,
thereafter, each Person holding a Commitment or a Term Loan.


 


“Lending
Office” means, as to any Lender, the office of such Lender described as such in such Lender’s Administrative
Detail Form, or such other office or offices as a Lender may from time to time notify Borrower and Lending Parties.


 






    	17



     

    

 


“Lending
Parties” means, collectively, Administrative Agent and Lenders.


 


“Letter-of-Credit
Rights” means, as to any Person, all letter-of-credit rights (as that term is defined in the Uniform Commercial
Code) now owned or hereafter acquired by such Person (or in which such Person has rights or the power to transfer rights to a
secured party), including rights to payment or performance under a letter of credit, whether or not such Person, as beneficiary,
has demanded or is entitled to demand payment or performance thereunder.


 


“LIBOR
Index Adjustment Date” means the Effective Date and the first Business Day of each calendar month as long as any
Obligations remain outstanding.


 


“LIBOR
Index Rate” means, as of any LIBOR Index Adjustment Date, the rate per annum (rounded upwards, if necessary, to
the next higher one hundred-thousandth of a percentage point) for deposits in Dollars for a period equal to three months, which
appears on the LIBOR01 Page on the LIBOR Index Adjustment Date. For purposes hereof, “LIBOR01 Page” means
the display designated as “LIBOR01 Page” on the Reuters Service (or on any successor or substitute page of such service,
or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page
of such service, as determined by Administrative Agent from time to time for purposes of providing quotations of interest rates
applicable to dollar deposits in the London interbank market).


 


“Licenses”
means, as to any Person, all Copyright Licenses, Patent Licenses, Trademark Licenses or other licenses of rights or interests
now held or hereafter acquired by such Person.


 


“Lien”
means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or
preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or
nature whatsoever (including any conditional sale or other title retention agreement and any easement, right of way or other encumbrance
on title to real property).


 


“Loan
Documents” means, collectively, the Agreement, each Note, each Guaranty, each Collateral Document, the Parent Guarantor
Revolving Lender Intercreditor Agreement, all subordination agreements respecting other Permitted Subordinated Debt (if any) and
all other present or future documents entered into by any Loan Party for the benefit of Lending Parties (or any of them), in connection
with this Agreement.


 


“Loan
Parties” means, collectively, Borrower and all Guarantors.


 



    	18



     

    




 


“Make-Whole
Amount” means in connection with any prepayment or repayment of all or any portion of the Outstanding Amount of
the Term Loans: (a) if an Event of Default does not then exist and such prepayment is made: (i) on or after the Effective Date
but on or prior to the first anniversary of the Effective Date, three percent of the Outstanding Amount of the Term Loans being,
or required to be, prepaid or repaid; (ii) after the first anniversary of the Effective Date but on or prior to the second anniversary
of the Effective Date, two percent of the Outstanding Amount of the Term Loans being, or required to be, prepaid or repaid; or
(iii) after the second anniversary of the Effective Date but prior to the Maturity Date, one percent of the Outstanding Amount
of the Term Loans being, or required to be, prepaid or repaid; or (b) if a Default then exists, three percent of the Outstanding
Amount of the Term Loans being, or required to be, prepaid or repaid; provided that, notwithstanding the foregoing, following
the date (if at all) on which Administrative Agent releases its Liens on all assets of Parent Guarantor (other than those assets
of Parent Guarantor the subject of the Parent Guarantor Pledge Agreement) in accordance with Section
2.12, in connection with any one or more prepayments or repayments of all or any portion of the Outstanding Amount
of the Term Loans made by Borrower (but only if an Event of Default does not then exist) until the earlier to occur of (i) the
Specified Consolidated Leverage Ratio as of the end of any such Fiscal Month being equal to or less than 2.50 to 1.00 and (ii)
at the end of any Fiscal Month ending on or after August 31, 2015, the average monthly recurring revenue of Borrower and its Subsidiaries,
on a consolidated basis, for the period commencing on January 1, 2015 and ending on the last day of such Fiscal Month being equal
to or greater than $950,000.00, the “Make-Whole Amount” shall be seven percent of the Outstanding Amount
of the Term Loans being, or required to be, prepaid or repaid.


 


“Material
Adverse Effect” means any of the following: (a) a material adverse change in or a material adverse effect upon (in
either case, irrespective of whether occurring as a result of a specific event or circumstance or otherwise) the business, financial
condition or results of operations of either: (i) Borrower; or
(ii) Borrower and the other Loan Parties taken as a whole; (b) a material impairment (irrespective of whether occurring as a result
of a specific event or circumstance or otherwise) of the ability of either Borrower or the Loan Parties, taken as a whole, to
perform their respective obligations under the Loan Documents; or (c) except if caused by actions or inactions of any Lending
Party, a material adverse effect (irrespective of whether occurring as a result of a specific event or circumstance or otherwise)
upon: (i) the legality, validity, binding effect or enforceability of any Loan Document to which any Loan Party is a party against
either: (A) Borrower; or (B) the Loan Parties taken as a whole; or (ii)           the
rights and remedies of Administrative Agent or any other Lending Party under or in respect of any Loan Document.


 


“Material
Contract” means, with respect to Borrower and its Subsidiaries: (a) each contract or agreement listed on Schedule
1.01-A; (b) each other contract or agreement, or series of contracts or agreements (irrespective of whether related to
the same subject matter), to which Borrower or any of its Subsidiaries is a party involving aggregate consideration under all
such contract(s) and agreement(s) payable to Borrower or any of its Subsidiaries by a specific Person or such Person’s Affiliates,
or by Borrower or any of its Subsidiaries to a specific Person or such Person’s Affiliates, of $300,000.00 or more in any
calendar year; and (c) any other contract or agreement the loss of which could reasonably be expected to result in a Material
Adverse Effect.


 


“Maturity
Date” means, subject to the provisions hereof, October 9, 2017.


 


“Maximum
Rate” means, at any time, the maximum rate of non-usurious interest permitted by applicable Laws.


 


“Money
Laundering Laws” means, collectively: (a) the Currency and Foreign Transactions Reporting Act (31 U.S.C. §§
5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959); and (b) the applicable money laundering statutes of all
jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered
or enforced by any Governmental Authority.


 






    	19



     

    

 


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


 


“Negotiable
Collateral” means all now owned and hereafter acquired right, title, and interest of each Loan Party that is a party
hereto with respect to letters of credit, letter of credit rights, instruments, promissory notes, drafts, documents, documents
of title, and Chattel Paper (including electronic Chattel Paper and tangible Chattel Paper), and all supporting obligations in
respect of any of the foregoing.


 


“Net
Proceeds” means, in respect of any Disposition or Event of Loss, the proceeds in cash or Cash Equivalents received
by Borrower or any Subsidiary thereof with respect to or on account of such Disposition or Event of Loss, net of: (a) in the case
of a Disposition, the direct costs of such Disposition then payable by the recipient of such proceeds, or, in the case of an Event
of Loss, the direct costs of collecting insurance or other proceeds, in each case excluding amounts payable to Borrower or any
Affiliate of Borrower; (b) sales and use taxes paid or payable by such recipient as a result thereof; and (c) amounts required
to be applied to repay principal, interest and prepayment premiums and penalties on Debt secured by a Permitted Lien on the properties
subject to such Disposition.


 


“Note”
means each promissory note (if any) executed and delivered by Borrower in favor of a Lender evidencing that portion of the Term
Loans owed to such Lender, such note being in form and substance acceptable to Administrative Agent.


 


“Obligations”
means, collectively, all advances, debts, liabilities, obligations, covenants and duties of each Loan Party to any Lending Party,
in each of the foregoing cases, under or in respect of any Loan Document, whether with respect to the Term Loans, any Make-Whole
Amount, Swap Contracts or otherwise (including all Hedging Obligations), whether direct or indirect (including those acquired
by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees
that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Bankruptcy
Law naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such
proceeding.


 


“OFAC”
means the United States Department of Treasury’s Office of Foreign Assets Control and any successor thereto.


 


“Organizational
Documents” means: (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws
(or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction) of such Person; (b) with respect
to any limited liability company, the certificate or articles of formation or organization and operating agreement of such Person;
and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture
or other applicable agreement of formation or organization of such Person and any agreement, instrument, filing or notice with
respect thereto filed in connection with such Person’s formation or organization with the applicable Governmental Authority
in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization
of such Person.


 






    	20



     

    

 


“Other
Connection Taxes” means, with respect to Administrative Agent, any other Lending Party or any other recipient of
any payment to be made by or on account of any obligation of any Loan Party under any Loan Document, Taxes imposed as a result
of a present or former connection between such Person and the jurisdiction imposing such Tax (other than connections arising from
such Person having executed, delivered, become a party to, performed its obligations under, received payments under, received
or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or
assigned an interest in any Loan or Loan Document).


 


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


 


“Outstanding
Amount” means, with respect to any Term Loans or Protective Advances on any date, the aggregate outstanding principal
amount thereof (including all PIK Interest) after giving effect to prepayments or repayments of such Term Loans occurring on such
date or the making, or prepayments or repayments, of Protective Advances, as the case may be, occurring on such date.


 


“paid
in full” or “repaid in full” (or any variation thereof, such as “payment in
full” or “repayment in full”) means, with respect to any Obligations, the indefeasible
payment in full of such Obligations in cash (or otherwise to the written satisfaction, in such holder’s discretion, of the
holder thereof), and, in the event any such Obligations are paid over time or modified pursuant to section 1129 of the Bankruptcy
Code (or any similar provision of any other applicable Bankruptcy Law), shall further mean that the holder thereof shall have
received the final payment due on account of such Obligations. For purposes of the foregoing, the “holder” of any
applicable Obligations shall be deemed to be the Person entitled to receipt of payment thereof. Notwithstanding the foregoing,
the Obligations shall not be deemed to have been “paid in full” until all Commitments have expired or been terminated.


 


“Parent Guarantor” means
INTERCLOUD SYSTEMS,
INC., a Delaware corporation.


 


“Parent
Guarantor Revolving Credit Facility” has the meaning ascribed thereto in the definition of “Parent Guarantor
Revolving Lender” contained herein.


 


“Parent
Guarantor Revolving Lender” means any Person who extends credit to Parent Guarantor under a revolving credit facility
(any such facility, the “Parent Guarantor Revolving Credit Facility”) secured, subject to the effect
of Section 13(c)(ii) of the Guaranty entered into by the Parent Guarantor, solely by the Accounts of Parent Guarantor and the
Proceeds thereof.


 


“Parent
Guarantor Revolving Lender Intercreditor Agreement” means an intercreditor agreement, in form and substance satisfactory
to Administrative Agent (in the exercise of its reasonable credit discretion), entered into between Parent Guarantor Revolving
Lender and Administrative Agent, and acknowledged by Parent Guarantor, and containing, among other provisions, a standstill period
(to be mutually agreed upon by Parent Guarantor Revolving Lender and Administrative Agent, each acting reasonably) during which
Administrative Agent, following the occurrence of an Event of Default, forbears from exercising remedies against Parent Guarantor
to enable Parent Guarantor Revolving Lender to collect on the Accounts of Parent Guarantor outstanding at the time of the occurrence
of such Event of Default and, if applicable, for Parent Guarantor to finish any work in progress for its customers.


 






    	21



     

    

 


“Parent
Guarantor Pledge Agreement” means a pledge agreement, in form and substance satisfactory to Administrative Agent,
dated as of the Effective Date, between Guarantor and Administrative Agent, pursuant to which, subject to Section
2.12(a), Parent Guarantor grants and pledges to Administrative Agent a Lien upon all of the Equity Interests held by
Parent Guarantor in all of its Subsidiaries and all Proceeds thereof.


 


“Parent
Guarantor Security Agreement” means a security agreement, in form and substance satisfactory to Administrative Agent,
dated as of the Effective Date, between Parent Guarantor and Administrative Agent, pursuant to which Parent Guarantor grants and
pledges to Administrative Agent a Lien upon all of Parent Guarantor’s “Collateral” (as if Parent Guarantor were
a party hereto).


 


“Participant”
has the meaning ascribed thereto in Section 10.06(d).


 


“Participant
Register” has the meaning ascribed thereto in Section 10.06(d).


 


“Patent
License” means, as to any Person, all rights under any written agreement now owned or hereafter acquired by such
Person (or in which such Person has rights or the power to transfer rights to a secured party) granting any right with respect
to any invention on which a Patent is in existence.


 


“Patents”
means, as to any Person, all of the following in which such Person now holds or hereafter acquires any interest: (a) all letters
patent of the United States or any other country, all registrations and recordings thereof, and all applications for letters patent
of the United States or any other country, including registrations, recordings and applications in the United States Patent and
Trademark Office or in any similar office or agency of the United States, any State or Territory thereof, or any other country;
and (b) all reissues, continuations, continuations-in-part or extensions thereof.


 


“Patriot
Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001 (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


“Pension
Plan” means any “employee pension benefit plan” (as that term is defined in Section 3(2) of ERISA),
other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by Borrower or any ERISA
Affiliate or to which Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple
employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding
five plan years.


 


“Percentage
Share” means, as to any Lender, subject to the terms hereof, the percentage (expressed as a decimal carried out
to the second decimal place) of: (a) on or prior to the Effective Date, the Aggregate Commitments represented by such Lender’s
Commitment; and (b) following the Effective Date, so long as any Term Loans or Protective Advances are outstanding, the Credit
Outstandings represented by the Credit Outstandings owing to such Lender. The initial Percentage Share of each Lender is set forth
opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant
to which such Lender became a party hereto, as applicable.


 






    	22



     

    

 


“Permit”
means any permit, approval, authorization, certification, license, variance, accreditation or permission required from a Governmental
Authority under an applicable Law or any accrediting organization.


 


“Permitted
Liens” has the meaning ascribed thereto in Section 7.01.


 


“Permitted
Subordinated Debt” means, collectively, any Debt which has been subordinated to the Obligations on terms and conditions,
and pursuant to documents, satisfactory to Administrative Agent.


 


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


 


“PIK
Interest” means any Supplemental Interest that has been added to the outstanding principal balance of the Term Loans
in accordance with Section 2.02(b).


 


“Plan”
means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by Borrower or, with
respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.


 


“Proceeds”
means proceeds (as that term is defined in the Uniform Commercial Code).


 


“Protective
Advances” has the meaning ascribed thereto in Section
8.02(c).


 


“Public
Lender” has the meaning ascribed thereto in Section 10.02(b)(ii).


 


“Register”
means a register complying with the requirements of Section 163(f) of the Code for the recordation of the names and addresses
of Lenders and, as applicable, the Commitments of, and Credit Outstandings owing to, each Lender pursuant to the terms hereof
from time to time, and the principal amount of (and interest on) Lenders’ interests in the Term Loans and other Obligations.


 


“Related
Business” means any business that is the same, similar or otherwise reasonably related, ancillary or complementary
to the businesses of Borrower and its Subsidiaries on the Effective Date.


 


“Related
Parties” means, with respect to any Person, such Person’s Affiliates and the partners, members, directors,
officers, employees, agents and advisors of such Person and of such Person’s Affiliates, and specifically includes, in the
case of the Lending Parties, White Oak in its capacity as Administrative Agent.


 


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


 


“Required
Lenders” means Lenders holding in excess of 50.01% of the Aggregate Commitments or, if the Aggregate Commitments
have terminated, Lenders holding in excess of 50.01% of the Credit Outstandings; provided that, if there are two or more
Lenders, then “Required Lenders” must include more than one Lender.


 






    	23



     

    

 


“Responsible
Officer” means: (a) (i) with respect to Borrower or any of its Subsidiaries in connection with any request for any
Term Loan, any Compliance Certificate or any other certificate or notice pertaining to any financial information required to be
delivered by Borrower or any of its Subsidiaries hereunder or under any other Loan Document, the chief financial officer, treasurer
or controller of such Person or of the managing member or manager of such Person; and (ii) otherwise, with respect to any Loan
Party that is not a natural person, the chief executive officer, president, chief financial officer, treasurer or controller of
such Person or of the managing member or manager of such Person; and (b) with respect to any Loan Party who is a natural person,
such natural person.


 


“Restricted
Party” means any Person listed: (a) in the Annex to the Executive Order; (b) on the “Specially Designated
Nationals and Blocked Persons” list maintained by the OFAC; (c) in any successor list to either of the foregoing; (d) any
Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or
(e) any Person designated as the target of any Sanctions.


 


“Restricted
Payment” means, as to any Person: (a) any dividend or other distribution by such Person (whether in cash, securities
or other property) with respect to any Equity Interests of such Person; (b) any payment (whether in cash, securities or other
property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation
or termination of any such Equity Interest; (c) any payment of principal or interest or any purchase, redemption, retirement,
acquisition or defeasance with respect to any Debt of such Person which is subordinated to the payment of the Obligations; (d)
the acquisition for value by such Person of any Equity Interests issued by such Person or any other Person that Controls such
Person; (e) any management, servicing or other similar fees payable to any Loan Party or any Affiliate thereof; and (f) any other
transaction that has a similar effect as clauses (a) through (e) of this definition.


 


“Sanctions”
means any sanctions administered or enforced by the OFAC, the United Nations Security Council or any other relevant sanctions
authority.


 


“Software”
means, as to any Person, all software (as that term is defined in the Uniform Commercial Code) now owned or hereafter acquired
by such Person (or in which such Person has rights or the power to transfer rights to a secured party), including all computer
programs and all supporting information provided in connection with a transaction related to any program.


 


“Solvent”
means, as to any Person at any time of determination, that: (a) the fair value of the property of such Person on a going concern
basis is greater than the amount of such Person’s liabilities (including contingent liabilities), as such value is established
and such liabilities are evaluated for purposes of Section 101(32) of the Bankruptcy Code and, in the alternative, for purposes
of any similar state Law applicable to such Person or any Subsidiary thereof; (b) the present fair salable value of the property
of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as
they become absolute and matured; (c) such Person is able to realize upon its property and pay its debts and other liabilities
(including contingent liabilities) as they mature in the normal course of business; (d) such Person does not intend to, and does
not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature;
and (e) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for
which such Person’s property would constitute unreasonably small capital.


 






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“Specified
Amount” has the meaning ascribed thereto in Section 6.02(i).


 


“Specified
Cure Amount” has the meaning ascribed thereto in Section 6.02(i).


 


“Specified
Consolidated Leverage Ratio” means, as of any date of determination, subject to Section
1.02(f), the ratio of: (a) Consolidated Funded Debt as of such date; to (b) Consolidated EBITDA for the
period consisting of the four consecutive Fiscal Quarters then ended.


 


“Specified
Date” has the meaning ascribed thereto in Section 6.19(a).


 


“Specified
Letter-of-Credit” has the meaning ascribed thereto in Section 6.19(a)(iv).


 


“Specified
Materials” means, collectively, all materials or information provided by or on behalf of any Loan Party, as well
as all documents and other written materials relating to the Loan Parties (or any of them) or their respective Affiliates or any
other materials or matters relating to the Loan Documents (including any amendments or waivers of the terms thereof or supplements
thereto).


 


“Subsidiary”
of a Person means any other Person of which a majority of the Equity Interests having ordinary voting power for the election of
directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or
more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary”
or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Borrower.


 


“Supplemental
Base Rate” means an interest rate equal to 2.00% per annum.


 


“Supplemental
Interest” means interest on any of the Term Loans pursuant to Section 2.02(a)(ii);
provided that Supplemental Interest shall not include any such interest to the extent it has become PIK Interest.


 


“Supporting
Obligations” means all supporting obligations (as that term is defined in the Uniform Commercial Code), including
letters of credit and guaranties issued in support of Accounts, Chattel Paper, Documents, General Intangibles, Instruments, or
Investment Property.


 


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


 






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“Synthetic
Lease Obligation” means the monetary obligation of a Person under either: (a) a so-called synthetic, off-balance
sheet or tax retention lease; or (b) an agreement for the use or possession of property creating obligations that do not appear
on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the
indebtedness of such Person (without regard to accounting treatment).


 


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


 


“Term
Loans” has the meaning ascribed thereto in Section 2.01.


 


“Threshold
Amount” means $300,000.00.


 


“Trademark
License” means, as to any Person, all rights under any written document now owned or hereafter acquired by such
Person (or in which such Person has rights or the power to transfer rights to a secured party) granting any right to use any Trademark
or Trademark registration.


 


“Trademarks”
means, as to any Person, all of the following now owned or hereafter adopted or acquired by such Person: (a) all trademarks, trade
names, corporate names, business names, trade styles, service marks, logos, other source or business identifiers, prints and labels
on which any of the foregoing have appeared or appear, designs and general intangibles of like nature (whether registered or unregistered),
all registrations and recordings thereof, and all applications in connection therewith, including all registrations, recordings
and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any
State or Territory thereof, or any other country or any political subdivision thereof; (b) all reissues, extensions or renewals
thereof; and (c) all Goodwill associated with or symbolized by any of the foregoing.


 


“Unasserted
Obligations” means, at any time, Obligations consisting of obligations for taxes, costs, indemnifications, reimbursements,
damages and other liabilities (except for the principal of and interest on, and fees relating to, any Debt) in respect of which
no claim or demand for payment has been made (or, in the case of obligations for indemnification, no notice for indemnification
has been issued by the Indemnitee) at such time.


 


“Unfunded
Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA,
over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the
Pension Plan pursuant to Section 412 of the Code for the applicable plan year.


 


“Uniform
Commercial Code” means the Uniform Commercial Code as in effect in any applicable jurisdiction.


 


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


 






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“U.S.
Data” means U.S. DATA SECURITY ACQUISITION,
LLC, a Delaware limited liability company.


 


“U.S.
Tax Compliance Certificate” has the meaning ascribed thereto in Section 2.08(g)(ii)(B)(3).


 


“White
Oak” means WHITE OAK GLOBAL
ADVISORS, LLC, a Delaware limited liability company.


 


“Withholding
Agent” means any Loan Party and Administrative Agent.


 


Section 1.02    Certain Rules Of Construction.


 


(a)          General
Rules.


 


(i)      Unless
the context otherwise clearly requires, the meaning of a defined term is applicable equally to the singular and plural forms thereof.


 


(ii)     The
words “hereof,” “herein,” “hereunder” and similar
words refer to this Agreement as a whole and not to any particular provision of this Agreement.


 


(iii)    The
word “documents” includes instruments, documents, agreements, certificates, indentures, notices and
other writings, however evidenced.


 


(iv)    The
words “include” and “including” are not limiting and, unless the context otherwise
clearly requires, the word “or” is not exclusive.


 


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


 


(vi)    Unless
the context otherwise clearly requires, the words “property,” “properties,”
“asset” and “assets” refer to both personal property (whether tangible or
intangible) and real property.


 


(vii)    Unless
the context otherwise clearly requires: (A) Article, Section, subsection, clause, Schedule and Exhibit references are to this
Agreement; (B) references to documents (including this Agreement) shall be deemed to include all subsequent amendments and other
modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan
Document; (C) references to any statute or regulation are to be construed as including all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or interpreting the statute or regulation; and (D) or unless prohibited by the
terms of any Loan Document, references to any Person shall be deemed to include such Person’s successors and assigns.


 


(b)          Time
References. Unless the context otherwise clearly requires, all references herein to times of day shall be references
to Pacific time (daylight or standard, as applicable).


 






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(c)          Captions.
The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation
of this Agreement.


 


(d)          Cumulative
Nature of Certain Provisions. This Agreement and the other Loan Documents may use several different limitations, tests
or measurements to regulate the same or similar matters. All such limitations, tests and measurements are cumulative and shall
be performed in accordance with their respective terms.


 


(e)          No
Construction Against Any Party. This Agreement and the other Loan Documents are the result of negotiations among, and
have been reviewed by counsel to, the Loan Parties, Administrative Agent and the other Lending Parties and are the products of
all parties. Accordingly, they shall not be construed against Administrative Agent or any other Lending Party merely because of
the involvement of any or all of the preceding Persons in their preparation.


 


(f)           GAAP.
Unless the context otherwise clearly requires, all accounting terms not expressly defined herein shall be construed, and
all financial computations required under this Agreement shall be made, in accordance with GAAP applied in a manner consistent
with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. If at any time
any change in GAAP would affect the computation of any financial ratio, financial covenant or other requirement set forth in any
Loan Document, and either Borrower or Required Lenders shall so request, Administrative Agent, Lending Parties and Borrower shall
negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in
GAAP (subject to the approval of Required Lenders); provided that, until so amended: (i) such financial ratio, financial
covenant or other requirement shall continue to be computed in accordance with GAAP prior to such change therein; and (ii) Borrower
shall provide or cause to be provided to Administrative Agent and the other Lending Parties financial statements and other documents
required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such
financial ratio, financial covenant or other requirement made before and after giving effect to such change in GAAP. Notwithstanding
anything to the contrary contained herein, 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
No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Debt at the fair value
thereof.


 


(g)           Rounding.
Any financial ratios required to be maintained by the Loan Parties or any of them pursuant to the Loan Documents shall
be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number
of places by which such ratio is expressed herein and rounding the result up or down to the nearest number using the common –
or symmetric arithmetic – method of rounding (in other words, rounding-up if there is no nearest number).


 


(h)           Documents
Executed by Responsible Officers. Any document delivered hereunder that is signed by a Responsible Officer of a Loan
Party shall be conclusively presumed to have been authorized by all necessary corporate or other organizational action on the
part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.


 






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Article
II


Credit
Extensions


 


Section
2.01    Term Loans.


 


(a)           Subject
to the terms and conditions set forth herein, each Lender severally agrees to make a loan to Borrower (each such loan, a “Term
Loan”) on the Effective Date in the amount of such Lender’s Commitment.


 


(b)           Notwithstanding
anything to the contrary contained in this Section 2.01, Lenders will not be required
and shall have no obligation to make any advances hereunder if a Default then exists or would result by virtue of the making thereof.
No Credit Extension (or any portion thereof) that has been repaid or prepaid may be reborrowed. Notwithstanding anything to the
contrary contained herein, in no event shall Lenders be obligated to make to Borrower, or Borrower be entitled to borrow or receive
from Lenders, any loans, advances or extensions of credit hereunder other than the Term Loans.


 


Section
2.02     Interest.


 


(a)           Interest.
Subject to the provisions hereof (including Section 2.02(d)):


 


(i)           the
outstanding principal balance of each Term Loan (which, for purposes of this Section 2.02(a)(i),
shall include all PIK Interest) shall bear interest from the date advanced until such Term Loan is repaid in full at an
annual rate of interest equal to the Base Rate, payable in cash;


 


(ii)           the
outstanding principal balance of each Term Loan (which, for purposes of this Section 2.02(a)(ii)
shall include all PIK Interest not paid in cash) shall bear interest from the date advanced until such Term
Loan is repaid in full at an annual rate of interest equal to the Supplemental Base Rate, payable in cash or by the addition of
such interest to the outstanding principal balance of such Term Loan in accordance with Section
2.02(b).


 


(b)          PIK
Interest. Subject to the provisions hereof, so long as no Event of Default then exists and, unless Borrower shall otherwise
have elected, all Supplemental Interest on the Term Loans that is otherwise payable on an Interest Payment Date shall automatically
and without further action be added to the outstanding principal balance of the Term Loans effective on each Interest Payment
Date and on the Maturity Date.


 


(c)           Payment
Dates. Interest on each Term Loan shall be due and payable in arrears on each Interest Payment Date and
at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof
both before and after judgment, and both before and after the commencement of any proceeding under any Bankruptcy Law. Subject
to the provisions hereof, Borrower shall pay accrued and unpaid interest under Section 2.02(a)
to Administrative Agent, on behalf of Lenders, for delivery to Lenders as follows: (i) subject to Section 2.02(b),
on a calendar month basis in arrears on each Interest Payment Date; (ii) upon payment or prepayment of the principal balance of
the Term Loans or any portion thereof, on the amount so paid or prepaid; and (iii) on the Maturity Date.


 






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(d)           Default
Rate. Notwithstanding anything to the contrary contained in Section 2.02(a), at any time that an Event of Default exists,
then, unless Required Lenders otherwise agree and without affecting any of Administrative Agent’s or any Lender’s
rights and remedies hereunder or in respect hereof, all (or, in the sole discretion of Required Lenders any portion) of the Obligations
shall bear interest at the Default Rate, such interest to be payable in cash upon demand therefor by Administrative Agent.


 


(e)           Compounding.
Subject to the other provisions of this Section 2.02, without affecting any of Administrative Agent’s or any
Lender’s rights and remedies hereunder or in respect hereof, all interest (including interest at the Default Rate) on the
Term Loans that is not paid when due shall be added to the Outstanding Amount thereof and thereafter bear interest at the rate
then applicable to the Outstanding Amount of the Term Loans.


 


Section
2.03 Payment and Prepayments of Principal.


 


Subject to
the provisions hereof:


 


(a)           Payment
on Maturity Date. Borrower shall repay in full the Credit Outstandings and all other Obligations on the Maturity Date.


 


(b)           Voluntary
Prepayments. Borrower may voluntarily prepay the Outstanding Amount of the Term Loans, in an amount not less than $1,000,000.00
or an integral multiple of $100,000.00 in excess thereof (or, if less, the entire Outstanding Amount of the Term Loans), upon
not less than ten days prior irrevocable written notice to Administrative Agent. In connection with any such voluntary prepayment,
Borrower shall pay the sum of: (i) the Outstanding Amount of the Term Loans being paid or prepaid; plus (ii) the applicable
Make-Whole Amount; plus (iii) except in connection with any prepayment or repayment made as contemplated by the proviso
to the definition of “Make-Whole Amount” contained herein, interest (at the rate then applicable to
the Term Loans) on the amounts in the immediately preceding clause (i) through and including the later of the date that is eighteen
months after the Effective Date and the date of repayment or prepayment. In connection with any such voluntary prepayment of the
Term Loans, Borrower acknowledges that such prepayment may result in Lenders incurring additional costs, expenses or liabilities,
and that, as of the date hereof, it is difficult to ascertain the full extent of such costs, expenses or liabilities. Accordingly,
Borrower agrees that the applicable Make-Whole Amount payable in connection with any such voluntary prepayment represents a reasonable
estimate of the costs, expenses or liabilities of Lenders in connection with any such prepayment. Without affecting any of any
Lending Party’s rights and remedies hereunder or in respect hereof, if Borrower fails to pay the applicable Make-Whole Amount
when due, then the amount thereof shall thereafter bear interest until paid in full at the Default Rate.


 


(c)           Mandatory
Prepayments.


 


(i)        Borrower
shall prepay the Outstanding Amount of the Term Loans on the last day of each Fiscal Quarter, commencing with the Fiscal Quarter
ending December 31, 2014 and continuing on the last day of each Fiscal Quarter occurring thereafter through and including the
last such date occurring immediately prior to the Maturity Date, in an amount equal to $500,000.00. Any prepayment of the Term
Loans pursuant to this Section 2.03(c)(i) shall be accompanied by the payment of all accrued and unpaid interest on the
amount of such prepayment through to the date of prepayment; provided that, subject to the other provisions hereof, in
connection with any such prepayment, Borrower shall not be required to pay the applicable Make-Whole Amount.


 






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(ii)     In
the event that Net Proceeds resulting from any (A) Event of Loss or (B) Disposition or series of Dispositions by Borrower or any
Subsidiary thereof undertaken pursuant to Section 7.05(a) or Section
7.05(i), within any Fiscal Year exceed, in the aggregate, the Threshold Amount, Borrower shall prepay the Term Loan
in an amount equal to the sum of: (1) 100.00% of such Net Proceeds
that so exceed the Threshold Amount in such Fiscal Year plus (2) if
such Net Proceeds result from a Disposition, the applicable Make-Whole Amount that would apply if such Net Proceeds were used
by Borrower to make a voluntary prepayment of the Term Loan pursuant to Section 2.03(b);
provided that, unless a Default then exists, no prepayment otherwise required pursuant to this Section
2.03(c)(ii) shall be required if any such Net Proceeds are used within ninety days of the receipt thereof by Borrower
or any Subsidiary thereof to purchase the same or similar property or to restore the property affected by such Event of Loss.


 


(iii)      On
the forty-fifth day following the end of each Fiscal Quarter so long as any Obligations (other than Unasserted Obligations) remain
outstanding, commencing with the Fiscal Quarter ending March 31, 2015, Borrower shall prepay the outstanding principal balance
of the Term Loans in an amount equal to the Consolidated Excess Cash Flow Percentage of the Consolidated Excess Cash Flow for
the Fiscal Quarter most recently ended (as calculated based on the financial information contained in Borrower’s financial
statements delivered pursuant to Section 6.01(b) and the Consolidated Excess Cash
Flow Certificate delivered pursuant to Section 6.01(e)) but in no event more than
the Outstanding Amount of all of the Term Loans. Any prepayment of the Term Loans pursuant to this Section
2.03(c)(iii) shall be accompanied by the payment of all accrued and unpaid interest on the amount of such prepayment
through to the date of prepayment; provided that, subject to the other provisions hereof, in connection with any such prepayment,
Borrower shall not be required to pay any otherwise applicable Make-Whole Amount.


 


(d)          Payments
Under Certain Circumstances. Notwithstanding anything to the contrary contained herein, at any time that an Event of
Default exists (whether by virtue of the Obligations (other than Unasserted Obligations) not being paid in full on the Maturity
Date or as a result of the acceleration of the Obligations in accordance with the provisions thereof), in connection with any
payment or prepayment of the Term Loans by Borrower, Borrower agrees that (without notice or demand of any kind from any Lending
Party, such notice and demand being hereby expressly waived) Borrower shall be required to pay and shall pay the sum of: (i) the
Outstanding Amount of the Term Loans being paid or prepaid; plus (ii) the applicable Make-Whole Amount; plus (iii)
interest (at the rate then applicable to the Term Loans) on the amounts in the immediately preceding clause (i) through and including
the later of the date that is eighteen months after the Effective Date and the date of repayment or prepayment. In connection
with any such payment or prepayment of the Term Loans, Borrower acknowledges that such payment or prepayment may result in Lenders
incurring additional costs, expenses or liabilities, and that, as of the date hereof, it is difficult to ascertain the full extent
of such costs, expenses or liabilities. Accordingly, Borrower agrees that the applicable Make-Whole Amount payable in connection
with any such payment or prepayment represents a reasonable estimate of the costs, expenses or liabilities of Lenders in connection
with any such prepayment. Without affecting any of any Lending Party’s rights and remedies hereunder or in respect hereof,
if Borrower fails to pay the applicable Make-Whole Amount when due, then the amount thereof shall thereafter bear interest until
paid in full at the Default Rate.


 






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Section
2.04           Certain Fees.


 


(a)          Certain
Fees. Borrower shall pay to Administrative Agent, for the account of Lenders, in accordance with their Percentage Shares,
on the Effective Date, a fee equal to 2.00% of the aggregate original principal amount of the Term Loans, such fee shall be fully
earned when due and, once paid, shall be non-refundable for any reason whatsoever.


 


(b)          Other
Fees. On the Effective Date and, thereafter on each anniversary of the Effective Date (other than the Maturity Date) so long
as any Obligations remain outstanding, Borrower shall pay to Administrative Agent an annual loan servicing and administration
fee equal to $75,000.00; each installment of such fee shall be fully earned when due and, once paid, shall be non-refundable for
any reason whatsoever.


 


Section
2.05           Brokers and Financial Advisors.


 


In connection
with the transactions contemplated hereby (including the making of the Term Loan), Borrower has not engaged any advisors (financial
or otherwise), brokers or arrangers, other than legal advisors. Borrower hereby agrees to pay, and hereby indemnifies each Indemnitee
from and against, all fees, costs and expenses of any advisors (financial or otherwise), brokers or arrangers engaged by or on
behalf of Borrower in connection with the transactions contemplated hereby (including the making of the Term Loans).


 


Section
2.06           Manner of Payments.


 


(a)          Invoices.
Administrative Agent agrees to endeavor to provide Borrower with an invoice setting forth the Outstanding Amount of the Term Loans
and stating the amount of interest due on any Interest Payment Date in reasonable detail, not later than five days prior to such
Interest Payment Date; provided that: (i) Administrative Agent shall have no liability for failing to do so; and (ii) any
failure by Administrative Agent to provide any such invoice shall not affect Borrower’s (or any other Loan Party’s)
obligation to pay when due any amounts owing hereunder in accordance with the provisions hereof.


 


(b)          Payments
on Business Days. If any payment hereunder becomes due and payable on a day (including an Interest Payment Date) that is not
a Business Day, then such due date shall be extended to the next succeeding Business Day; provided that interest and fees
shall continue to accrue during the period of any such extension.


 


(c)          Computations.
All interest and fees owing hereunder shall be computed on the basis of a year of 360 days and calculated in each case for
the actual number of days elapsed.


 






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(d)          Evidence
of Debt. The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such
Lender and by Administrative Agent in the ordinary course of business. The accounts or records maintained by Administrative Agent
and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by Lenders to Borrower and
the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect
the obligation of Borrower hereunder to pay any amount owing with respect to the Obligations. If any conflict exists between the
accounts and records maintained by any Lender and the accounts and records of Administrative Agent in respect of such matters,
the accounts and records of Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender
made through Administrative Agent, Borrower shall execute and deliver to such Lender (through Administrative Agent) a Note, which
shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its
Note and endorse thereon the date, amount and maturity of its Term Loans and payments with respect thereto.


 


Section 2.07           Increased
Costs.


 


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


 


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


 


(ii)        subject
any Lending Party to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition
of Excluded Taxes contained herein and (C) Connection Income Taxes) on any Credit Extension made by it, its Commitment or other
obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or


 


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


 


and the result of any of the foregoing
shall be to increase the cost to such Lender or such other Person of making, converting to, continuing or maintaining any Term
Loan or to increase the cost to such Lender, or to reduce the amount of any sum received or receivable by such Lender hereunder
(whether of principal, interest or any other amount), then, upon request of such Lending Party, Borrower shall pay to such Lending
Party such additional amount or amounts as will compensate such Lending Party for such additional costs incurred or reduction
suffered.


 


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


  



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(c)           Certificates
for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its
holding company, as the case may be, as specified in subsection (a) or (b) of this Section 2.07, as well as the basis for
determining such amount or amounts, and delivered to Borrower shall be conclusive absent manifest error. Borrower shall pay such
Lender the amount shown as due on any such certificate within ten days after receipt thereof.


 


(d)           Delay
in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this
Section 2.07 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that
Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.07 for any
reductions suffered more than six months prior to the date that such Lender notifies Borrower of the Change in Law giving rise
to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the
Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to in this
subsection (d) shall be extended to include the period of retroactive effect thereof).


 


(e)           Survival.
All obligations of each Loan Party under this Section 2.07 shall survive termination of the Aggregate Commitments and
the payment in full of all other Obligations.


 


Section 2.08           Payments Free of Taxes.


 


(a)           Payments
Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party that is a party hereto under any
Loan Document shall be made free and clear of and without reduction or withholding for any Taxes, except as required by applicable
Laws. If any applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require the deduction
or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled
to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority
in accordance with applicable Laws and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall
be increased as necessary so that, after such deduction or withholding has been made (including such deductions and withholdings
applicable to additional sums payable under this Section 2.08), the applicable Lending Party receives an amount equal to
the sum it would have received had no such deduction or withholding been made.


 


(b)          Payment
of Other Taxes by Borrower. Each Loan Party that is a party hereto shall timely pay to the relevant Governmental Authority
in accord ance with applicable Laws, or, at the option of Administrative Agent, timely reimburse it for the payment of, any
Other Taxes.


 


(c)           Indemnification
by Borrower. Each Loan Party that is a party hereto shall jointly and severally indemnify Administrative Agent and each other
Lending Party, within ten days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified
Taxes imposed or asserted on or attributable to the amounts payable under this Section 2.08) payable or paid by such Lending
Party or required to be withheld or deducted from a payment to such Lending Party and any reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to Borrower by any Lending Party (with a copy
to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of a Lending Party, shall be conclusive absent
manifest error.


 






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(d)           Indemnification
by Lenders. Each Lender hereby agrees to severally indemnify Administrative Agent, within ten days after demand therefor,
for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified
Administrative Agent for such Indemnified Taxes and without limiting the obligation of any Loan Party to do so), (ii) any Taxes
attributable to such Lender’s failure to comply with the provisions of Section 10.06(d)
relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in
each case, that are payable or paid by Administrative Agent in connection with any Loan Document, and any reasonable expenses
arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by Administrative
Agent shall be conclusive absent manifest error. Each Lender hereby authorizes Administrative Agent to set off and apply any and
all amounts at any time owing to such Lender under any Loan Document or otherwise payable by Administrative Agent to such Lender
from any other source against any amount due to Administrative Agent under this Section 2.08(d).


 


(f)          Evidence
of Payments. As soon as practicable after any payment of Taxes by any Loan Party that is a party hereto to a Governmental
Authority pursuant to this Section 2.08, such Loan Party shall deliver to Administrative
Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the
return reporting such payment or other evidence of such payment reasonably satisfactory to Administrative Agent.


 


(g)         Status
of Lenders.


 


(i)          Any
Lender which is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document
shall deliver to Borrower and Administrative Agent, at the time or times reasonably requested by Borrower or Administrative Agent,
such properly completed and executed documentation reasonably requested by Borrower or Administrative Agent as will permit such
payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested
by Borrower or Administrative Agent, shall deliver such other documentation prescribed by applicable Laws or reasonably requested
by Borrower or Administrative Agent as will enable Borrower or Administrative Agent to determine whether or not such Lender is
subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding
two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in this
Section 2.08(g)(ii)(A), (ii)(B)
and (ii)(D)) shall not be required if, in such Lender’s reasonable
judgment, such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would
materially prejudice the legal or commercial position of such Lender.


 


(ii)       Without
limiting the generality of the foregoing:


 


            (A)        any
Lender that is not a Foreign Lender shall deliver to Borrower and Administrative Agent on or prior to the date on which such Lender
becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative
Agent), properly completed and duly executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal
backup withholding tax;


 






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


 


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


 


(2)         properly
completed and duly executed originals of IRS Form W-8ECI;


 


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


 


(4)         to
the extent a Foreign Lender is not the beneficial owner of any payment to it hereunder or under any Loan Document, properly completed
and duly executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN (or Form W-8BEN-E, as applicable),
a U.S. Tax Compliance Certificate in form and substance reasonably satisfactory to Administrative Agent, IRS Form W-9, and/or
other certification documents from each beneficial owner of such payment, as applicable; provided
that, if the Foreign Lender is a partnership for U.S. tax purposes and one or more direct or indirect partners of such
Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate
in form and substance acceptable to Administrative Agent on behalf of each such direct and indirect partner;


 






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


 


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


 


Each Lender
agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it
shall update such form or certification or promptly notify Borrower and Administrative Agent in writing of its legal inability
to do so. Administrative Agent shall be required to comply with the provisions of this Section
2.08 as though it were, and to the same extent as, a Lender.


 






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(h)           Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a
refund of any Taxes as to which it has been indemnified pursuant to this Section 2.08 (including
by the payment of additional amounts pursuant to this Section 2.08), it shall pay
to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section
2.08 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of
such indemnified party related to such refund and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such
indemnified party the amount paid over pursuant to this subsection (h) (plus any penalties, interest or other charges imposed
by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental
Authority. Notwithstanding anything to the contrary in this subsection (h), in no event will the indemnified party be required
to pay any amount to an indemnifying party pursuant to this subsection (h) the payment of which would place the indemnified party
in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification
and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional
amounts with respect to such Tax had never been paid. This subsection (h) shall not be construed to require any indemnified party
to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying
party or any other Person.


 


(i)         Survival.
All obligations of each Loan Party that is a party hereto
under this Section 2.08 shall survive termination of the Aggregate Commitments and
the payment in full of all other Obligations.


 


Section 2.09           Sharing of Payments.


 


If any Lender
shall, by exercising any right of setoff, recoupment or counterclaim or otherwise, obtain payment in respect of any Credit Outstandings
or accrued and unpaid interest thereon resulting in such Lender receiving payment of a proportion of the Credit Outstandings or
accrued and unpaid interest thereon greater than its Percentage Share (or other applicable share) thereof as provided herein,
then such Lender receiving such greater proportion shall: (a) notify Administrative Agent of such fact; and (b) purchase (for
cash at face value) participations in that portion of the Credit Outstandings or accrued and unpaid interest thereon held by the
other applicable Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall
be shared by the Lenders ratably in accordance with their respective Percentage Shares thereof; provided that: (i) if any
such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations
shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of
this Section 2.09 shall not be construed to apply to: (A) any payment made by Borrower
pursuant to and in accordance with the express terms of this Agreement; or (B) any payment obtained by a Lender as consideration
for the assignment of or sale of a participation in any portion of the Credit Outstandings held by it to any assignee or participant,
other than to any Loan Party (as to which the provisions of this Section 2.09 shall
apply).


 


Each Loan Party
that is a party hereto consents to the foregoing and agrees, to the extent it may effectively do so under applicable Laws, that
any Lender acquiring a participation pursuant to the foregoing arrangements may, except to the extent otherwise specified in such
Lender’s participation agreement, exercise against such Loan Party rights of setoff, recoupment and counterclaim with respect
to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.


 






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	Section 2.10	Payments Generally; Right of Administrative Agent to Make Deductions Automatically.




 


(a)           Payments
Generally.


 


(i)           All
payments to be made by any Loan Party hereunder shall be made without condition or deduction for any counterclaim, defense, recoupment
or setoff. Except as otherwise expressly provided herein, all payments by any Loan Party hereunder shall be made to Administrative
Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in
Dollars and in immediately available funds not later than 11:00 a.m. on the date specified herein. Administrative Agent will promptly
distribute to each Lender its applicable Percentage Share (or other applicable share as provided herein) of such payment in like
funds as received by wire transfer to such Lender’s Lending Office. All payments received by Administrative Agent after
11:00 a.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.


 


(ii)          Borrower
hereby authorizes Administrative Agent: (A) to deduct automatically all principal, interest or fees when due hereunder or under
any Note from any account of Borrower maintained with Administrative Agent; and (B) if and to the extent any payment of principal,
interest or fees under this Agreement or any Note is not made when due to deduct any such amount from any or all of the accounts
of Borrower maintained at Administrative Agent (if any). Administrative Agent agrees to provide written notice to Borrower of
any automatic deduction made pursuant to this Section 2.10(a)(ii) showing in reasonable
detail the amounts of such deduction. Each Lender agrees to reimburse Borrower based on its applicable Percentage Share for any
amounts deducted from such accounts in excess of amount due hereunder and under any other Loan Documents.


 


(b)           Clawback
Rights.


 


(i)           Unless
Administrative Agent shall have received notice from a Lender prior to the proposed date of the making of the Term Loans that
such Lender will not make available to Administrative Agent such Lender’s share thereof, Administrative Agent may assume
that such Lender has made such share available on such date in accordance with Section 2.02
and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender
has not in fact made its share of the Term Loans available to Administrative Agent, then the applicable Lender, on the one hand,
and Borrower, on the other hand, each severally agrees to pay to Administrative Agent forthwith on demand such corresponding amount
in immediately available funds with interest thereon, for each day from the date such amount is made available to Borrower to
the date of payment to Administrative Agent, at: (A) in the case of a payment to be made by such Lender, the Federal Funds Rate;
and (B) in the case of a payment to be made by Borrower, the interest rate applicable to the Term Loans. Borrower and such Lender
shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit
to Borrower the amount of such interest paid by Borrower for such period. If, prior to the making of any such demand by Administrative
Agent, such Lender pays its share of the Term Loans to Administrative Agent, then the amount so paid shall constitute such Lender’s
Term Loan included within all Term Loans. Any payment by Borrower shall be without prejudice to any claim Borrower may have against
a Lender that shall have failed to make such payment to Administrative Agent. Any payment made hereunder shall not be treated
as a voluntary prepayment subject to the requirements of Section 2.03(b).


 






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(ii)           Unless
Administrative Agent shall have received notice from Borrower prior to the date on which any payment is due hereunder to Administrative
Agent for the account of Lenders that Borrower will not make such payment, Administrative Agent may assume that Borrower has made
such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to Lenders the amount due.
In such event, if Borrower has not in fact made such payment, then each Lender severally agrees to repay to Administrative Agent
forthwith on demand the amount so distributed to such Lender in immediately available funds with interest thereon, for each day
from the date such amount is distributed to it to the date of payment to Administrative Agent, at the Federal Funds Rate. A notice
of Administrative Agent to any Lender or Borrower with respect to any amount owing under this subsection (b) shall be conclusive,
absent manifest error.


 


(c)           Failure
to Satisfy Conditions Precedent. If any Lender makes available to Administrative Agent funds for any Term Loan to be
made by such Lender as provided in the foregoing provisions of this Article II, and
such funds are not made available to Borrower by Administrative Agent because the conditions to the applicable Term Loan set forth
in Article IV are not satisfied or waived in accordance with the terms hereof, then
Administrative Agent shall promptly return such funds (in like funds as received from such Lender) to such Lender, without interest.


 


(d)           Obligations
of Lenders Several. The obligations of Lenders hereunder to make Term Loans and to make payments under Section
10.04(c) are several and not joint. The failure of any Lender to make any Term Loans or to make any payment under Section
10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so
on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Term Loans or to make its
payments under Section 10.04(c).


 


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


 


Section 2.11           Replacement
Of Lenders.


 


(a)           If
any Lender requests compensation under Section 2.07 or 2.08,
or if Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for
the account of any Lender pursuant to Section 2.08, then such Lender shall use reasonable
efforts to designate a different lending office for funding or booking its Term Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Sections 2.07 or 2.08,
as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection
with any such designation or assignment.


 






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(b)           If
any Lender requests compensation under Section 2.07, or if Borrower is required to
pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant
to Section 2.08, then Borrower may, at its sole expense and effort, upon notice to
such Lender and Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in Section 10.06), all its interests, rights (other
than its existing rights to payments pursuant to Sections 2.07 or 2.08)
and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender,
if a Lender accepts such assignment); provided that (i) Borrower shall have received the prior written consent of Administrative
Agent which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the
outstanding principal of its Term Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder,
from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all
other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section
2.07 or payments required to be made pursuant to Section 2.08, such assignment
will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation
if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower to require such assignment
and delegation cease to apply.


 


Section
2.12           Agreement by Administrative Agent and Lenders.


 


Administrative Agent (on
behalf of itself and Lenders) hereby agrees that:


 


(a)           if,
on December 31, 2014, no Event of Default then exists (and, without limiting the generality of the foregoing, Borrower has demonstrated,
based upon the financial statements delivered by Borrower pursuant to Section 6.01(c) for
the Fiscal Month ending December 31, 2014, to the satisfaction of Administrative Agent (acting reasonably) that it was in compliance
with Section 6.13 on and as of December 31, 2014, then Administrative Agent shall
promptly release all of its Liens on all assets of Parent Guarantor other than those Liens arising under the Parent Guarantor
Pledge Agreement in, to and upon all Equity Interests of Borrower, DPS and U.S. Data held by Parent Guarantor; provided that,
notwithstanding the foregoing, no such release of Liens shall release, terminate, amend, modify or otherwise affect the obligations
of Parent Guarantor under its Guaranty or under the Parent Guarantor Pledge Agreement;


 


(b)           in
connection with Parent Guarantor entering into the Parent Guarantor Revolving Credit Facility, Administrative Agent hereby agrees
to enter into the Parent Guarantor Revolving Lender Intercreditor Agreement, pursuant to which: (i) Administrative Agent will
acknowledge and agree in favor of Parent Guarantor Revolving Lender that, so long as any Debt of Parent Guarantor is owing to
Parent Guarantor Revolving Lender or the commitment(s) of Parent Guarantor Revolving Lender to provide financing still exist(s),
Administrative Agent will not have and will not obtain a Lien on the Accounts (and the Proceeds thereof) of Parent Guarantor;
and (ii) Parent Guarantor Revolving Lender will acknowledge and agree in favor of Administrative Agent that, until all Obligations
(other than Unasserted Obligations) have been paid in full, Parent Guarantor Revolving Lender will not have and will not obtain
a Lien on any assets of Parent Guarantor in contravention of Section 13(c)(ii) of the Guaranty entered into by Parent Guarantor;


 


(c)           the
Debt of Parent Guarantor owing to 31 GROUP, LLC may be secured on a pari passu basis
with the Debt of Parent Guarantor under the Guaranty entered into by Parent Guarantor by all assets of Guarantor other than all
Equity Interests of Borrower, DPS and U.S. Data held by Parent Guarantor, in which assets 31 GROUP,
LLC may not obtain a Lien; and


 


(d)           Parent
Guarantor shall be an express third-party beneficiary of this Section 2.12.


 






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Article III


The Collateral


 


Section
3.01           Grant of Security Interest.


 


Each Loan Party that is
a party hereto hereby grants, pledges and assigns a security interest in the Collateral to Administrative Agent, on behalf of
itself and each other Lending Party, to secure the prompt payment in full and performance when due of all of the Obligations.
Each Loan Party that is a party hereto represents, warrants and covenants to the Lending Parties that: (a) the security interest
granted by it herein is and shall at all times continue to be a perfected, first priority (except to the extent otherwise expressly
provided in any Loan Document or expressly agreed to in writing by Administrative Agent) security interest in the Collateral (subject
only to Permitted Liens); (b) it has rights in and the power to transfer each item of the Collateral upon which it purports to
grant a Lien pursuant to the Loan Documents, free and clear of any and all Liens or claims of others, other than Permitted Liens;
and (c) no effective security agreement, mortgage, deed of trust, financing statement (as that term is defined in the Uniform
Commercial Code), or other security or Lien instrument covering all or any part of the Collateral is or will be on file or of
record in any public office, except those relating to Permitted Liens. If any Loan Party that is a party hereto shall acquire
a commercial tort claim (as that term is defined in the Uniform Commercial Code), such Loan Party shall promptly notify Administrative
Agent in a writing signed by such Loan Party of the details thereof and grant to Administrative Agent, on behalf of itself and
Lenders, a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be
in form and substance reasonably satisfactory to Administrative Agent. If this Agreement is terminated, Administrative Agent’s
Lien in the Collateral shall continue until all Obligations (other than Unasserted Obligations) are repaid in full. At such time
as the Obligations (other than Unasserted Obligations) have been paid in full and the Lending Parties shall have received a release
of all Claims from the Loan Parties, Administrative Agent shall, at Borrower’s sole cost and expense, release its Liens
on the collateral the subject of all Collateral Documents.


 


Section
3.02           Administrative Agent’s Rights Regarding the Collateral.


 


(a)           If
an Event of Default then exists, Administrative Agent may, (i) at any time in Administrative Agent’s own name or in the
name of any Loan Party that is a party hereto, communicate with Account Debtors and obligors in respect of Instruments, Chattel
Paper or other Collateral to verify to Administrative Agent’s satisfaction, the existence, amount and terms of, and any
other matter relating to, Accounts, Instruments, Chattel Paper or other Collateral, and (ii) without prior notice to any Loan
Party that is a party hereto, notify Account Debtors or other Persons obligated on any Collateral that Administrative Agent has
a security interest therein and that payments shall be made directly to Administrative Agent. Upon the request of Administrative
Agent, each Loan Party that is a party hereto shall so notify such Account Debtors and other Persons. Each Loan Party that is
a party hereto hereby appoints Administrative Agent or Administrative Agent’s designee as such Person’s attorney at
any time an Event of Default exists, with power to endorse such Person’s name upon any notes, acceptance drafts, money orders
or other evidences of payment of Collateral.


 






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(b)           Each
Loan Party that is a party hereto shall remain liable under any evidence of Collateral to observe and perform all the conditions
and obligations to be observed and performed by it thereunder, and neither Administrative Agent nor any Lender shall have any
obligation or liability whatsoever to any Person under any such Collateral by reason of or arising out of the execution, delivery
or performance of this Agreement or the other Loan Documents, and neither Administrative Agent nor any Lender shall be required
or obligated in any manner (i) to perform or fulfill any of the obligations of any Loan Party that is a party thereto, (ii) to
make any payment or inquiry thereunder, or (iii) to take any action of any kind to collect, compromise or enforce any performance
or the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times under or pursuant
to any Collateral.


 


(c)           In
the event that any Collateral, including Proceeds, is evidenced by or consists of Negotiable Collateral, and if and to the extent
that perfection or priority of Administrative Agent’s security interest is dependent on or enhanced by possession, Borrower,
immediately upon the request of Administrative Agent, shall endorse and deliver physical possession of such Negotiable Collateral
and all agreements and documents related thereto, to Administrative Agent or to a custodian to hold on behalf of Administrative
Agent. Upon the request of Administrative Agent, all Negotiable Collateral shall be delivered to Administrative Agent or a custodian
for the benefit of Administrative Agent, duly endorsed as follows on the back of the signature page thereof or on a separate allonge
affixed thereto:


 


Pay to the order of White Oak Global Advisors, LLC,
as Administrative Agent


 


[VaultLogix, LLC


 


By:___________________________


Name: 

Title: ]


 


(d)           Each
Lending Party (through any of their respective officers, employees, or agents) shall have the right, from time to time upon reasonable
prior notice during regular business hours (i) to inspect and examine the Books and Records and the Collateral, (ii) during the
existence of an Event of Default, to communicate directly with any and all Account Debtors to verify the existence and terms of
Collateral, and (iii) to check, test, and appraise the Collateral, or any portion thereof, in order to verify Borrower’s
financial condition or the amount, quality, value, condition of, or any other matter relating to, the Collateral, and Borrower
shall permit any designated representative of any Lending Party to visit and inspect any of the properties of Borrower to inspect
and to discuss its finances and properties and Collateral, during normal business hours. Without limiting the provisions of Section
6.10, each Loan Party that is a party hereto shall, with respect to any Collateral owned, leased or otherwise controlled
by it, upon reasonable prior appointment during normal business hours, will:


 


(i)           provide
access to such Collateral to Administrative Agent and its officers, employees and agents, as frequently as is commercially reasonable
or, at any time an Event of Default exists, as frequently as Administrative Agent determines to be appropriate;


 






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(ii)           permit
Administrative Agent or any of its officers, employees and agents to inspect, audit and make extracts and copies from all of such
Loan Party’s Books and Records; and


 


(iii)           permit
Administrative Agent to inspect, review, evaluate and make physical verifications and appraisals of the Inventory and other Collateral
in any manner and through any means that Administrative Agent considers reasonably advisable, and such Loan Party agrees to render
to Administrative Agent, at Borrower’s sole cost and expense, such clerical and other assistance as may be reasonably requested
with regard thereto; 


 


provided that, if an Event of Default shall have occurred and be continuing, no advance notice (whether
during normal business hours or otherwise) shall be required, the rights in this clause (d) shall extend to each Lending Party
and the Lending Parties shall have access at any and all times; provided further that, unless an Event of Default exists,
the cost of only one such visit and inspection to exercise the rights in this clause (d) during any calendar year shall be borne
by Borrower.


 


(e)           At
any time that an Event of Default exists, Borrower, at its sole cost and expense, shall cause the certified public accountant(s)
then engaged by Borrower to prepare and deliver to Administrative Agent at any time and from time to time, promptly upon Administrative
Agent’s request therefor, the following reports: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii)
trial balances with respect to all Accounts; and (iv) test verifications of such Accounts as Administrative Agent may request.
Borrower, at its sole cost and expense, shall also cause such certified independent public accountants to deliver to Administrative
Agent the results of any physical verifications of all or any portion of the Inventory made or observed by such accountants when
and if such verification is conducted. Administrative Agent shall be permitted to observe and consult with such accountants in
the performance of these tasks.


 


(f)           Beyond
the exercise of reasonable care to assure the safe custody of Collateral in Administrative Agent’s possession and the accounting
for moneys actually received by Administrative Agent or any Lender hereunder, neither Administrative Agent nor any Lender shall
have any duty or liability to exercise or preserve any rights, privileges or powers pertaining to the Collateral.


 






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Section
3.03           Grant of LIcense
to Use Intellectual Property
Collateral; 

                                    Additional
Intellectual Property.


 


Each Loan Party that is
a party hereto hereby grants to Administrative Agent an irrevocable, non-exclusive license, exercisable upon the occurrence and
during the continuance of an Event of Default without payment of royalty or other compensation to such Loan Party, to use, transfer,
license or sublicense any Intellectual Property now owned, licensed to, or hereafter acquired by such Loan Party, and wherever
the same may be located, and including in such license access to all media in which any of the licensed items may be recorded
or stored and to all computer software and programs used for the compilation or printout thereof, and represents, promises and
agrees that any such license or sublicense is not and will not be in conflict with the contractual or commercial rights of any
third Person or applicable Laws; provided that such license will terminate on the date on which all Obligations (other
than Unasserted Obligations) are paid in full; provided further that, upon the request of Administrative Agent (acting
reasonably), the applicable Loan Party will use reasonable commercial efforts to obtain from any third party a security interest
in any license of Intellectual Property granted by such third party to such Loan Party. In addition, on such periodic basis as
Administrative Agent shall require, Borrower shall: (i) provide Administrative Agent with a report of all new patentable, copyrightable,
or trademarkable materials acquired or generated by each Loan Party that is a party hereto during the prior period; (ii) cause
all Intellectual Property acquired or generated by each Loan Party that is a party hereto that is not already the subject of a
registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such
appropriate filing office in a manner sufficient to impart constructive notice of such Loan Party’s ownership thereof; and
(iii) cause to be prepared, executed, and delivered to Administrative Agent supplemental schedules to the applicable Collateral
Documents to identify such Intellectual Property as being subject to the security interests created thereunder; provided that
neither Borrower nor any of its Subsidiaries shall register with the U.S. Copyright Office any unregistered Copyrights (whether
in existence on the Effective Date or thereafter acquired, arising, or developed) unless (A) Borrower provides Administrative
Agent with written notice of its intent to register such Copyrights not less than thirty days prior to the date of the proposed
registration, and (B) prior to such registration, the applicable Loan Party executes and delivers to Administrative Agent a copyright
security agreement in form and substance satisfactory to Administrative Agent, supplemental schedules to any existing copyright
security agreement or such other documentation as Administrative Agent reasonably deems necessary in order to perfect and continue
perfected Administrative Agent’s Liens on such Copyrights following such registration.


 


Section
3.04           Authorization to File Financing Statements.


 


Each Loan Party that is
a party hereto hereby authorizes Administrative Agent to file, without notice to any Loan Party that is a party hereto, financing
statements under the Uniform Commercial Code with all appropriate jurisdictions to perfect, maintain, preserve or protect Administrative
Agent’s and Lenders’ interest or rights hereunder or any Collateral Document in the Collateral the subject hereof
or thereof, including a notice that any disposition of all or any such collateral that is not otherwise permitted hereunder, whether
by any Loan Party that is a party hereto or any other Person, shall be deemed to violate the rights of Administrative Agent and
Lenders hereunder and under applicable Laws. Without limiting the generality of the foregoing, each Loan Party that is a party
hereto hereby: (a) authorizes Administrative Agent to file, without notice to any such Loan Party, financing statements under
the Uniform Commercial Code with all appropriate jurisdictions listing all assets or all personal property of such Loan Party
as the collateral covered by such financing statements; and (b) ratifies and approves the filing of any financing statements by
or on behalf of Administrative Agent or any Lender (or any such Person’s predecessor(s)-in-interest) prior to the Effective
Date against such Loan Party and listing the Collateral or all assets or all personal property of such Loan Party as the collateral
covered by such financing statements.


 






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Article IV 


Conditions to Effectiveness


 


Section
4.01           Conditions Precedent.


 


This Agreement shall become
binding on the parties hereto upon, and the obligation of each Lender to make any Term Loans hereunder is subject to, the satisfaction
of the following conditions precedent (all Loan Documents and other documents to be delivered to Administrative Agent or any other
Lending Party pursuant to this Section 4.01 shall be subject to prior approval as to form and substance (including as to
results) by Lenders, with delivery by a Lender of its signature page to this Agreement evidencing such Person’s acknowledgement
that the conditions set forth in this Section 4.01 have been satisfied, unless otherwise waived in writing):


 


(a)           Receipt
of Certain Documents. Administrative Agent shall have had delivered to it all of the following, each of which shall be, unless
otherwise specified herein or otherwise required by Lenders, originals (or telefacsimiles or portable document format versions
thereof (in either such case, promptly followed by originals thereof), each, to the extent to be executed by a Loan Party, properly
executed by a Responsible Officer of such Loan Party, each dated the Effective Date (or, in the case of certificates of governmental
officials, a recent date before the Effective Date), all in sufficient number as Administrative Agent shall separately identify
(including, if specified by Administrative Agent, for purposes of the distribution thereof to Administrative Agent, Lenders and
Borrower):


 


(i)           counterparts
of: (A) this Agreement, duly executed by each of the parties hereto; (B) a Guaranty, duly executed by Parent Guarantor; (C) the
Parent Guarantor Pledge Agreement, duly executed by Parent Guarantor; and (D) the Parent Guarantor Security Agreement, duly executed
by Parent Guarantor;


 


(ii)          if
requested by any Lender, a Note duly executed by Borrower in favor of such Lender evidencing any Term Loans made by such Lender
to Borrower;


 


(iii)         counterparts
of each of the other Loan Documents (including all applicable Collateral Documents), duly executed by each of the parties thereto,
together with, as requested by Administrative Agent:


 


(A)           any
certificated securities representing shares of Equity Interests owned by or on behalf of any Loan Party constituting Collateral
as of the Effective Date, together with undated stock powers (or their equivalent) with respect thereto executed in blank;


 


(B)           any
promissory notes and other instruments evidencing all loans, advances and other debt owed or owing to any Loan Party constituting
Collateral as of the Effective Date, together with undated instruments of transfer with respect thereto executed in blank;


 


(C)           all
other documents, including Uniform Commercial Code financing statements, required by applicable Laws or reasonably requested by
any Lending Party to be filed, registered or recorded to create or perfect the Liens intended to be created under the Collateral
Documents existing on the Effective Date; and


 


(D)           a
Due Diligence Certificate with respect to each Loan Party, dated the Effective Date and duly executed by a Responsible Officer
of the applicable Loan Party, together with results of a search of the Uniform Commercial Code (or equivalent) filings made and
tax and judgment lien searches with respect to each of the Loan Parties in the jurisdictions required by Lenders and copies of
the financing statements (or similar documents) disclosed by such searches and evidence reasonably satisfactory to Administrative
Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section
7.01 or have been otherwise appropriately released or terminated;


 






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(iv)         such
certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan
Party that is not a natural person as any Lending Party may reasonably require evidencing the identity, authority and capacity
of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents to which
such Loan Party is a party;


 


(v)          such
documents and certifications as Administrative Agent may reasonably require to evidence that each Loan Party is duly organized
or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in: (A) the State
of its jurisdiction of organization or formation; and (B) each jurisdiction where its ownership, lease or operation of properties
or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be
expected to have a Material Adverse Effect;


 


(vi)         a
favorable opinion or opinions of counsel to the Loan Parties reasonably acceptable to Administrative Agent, addressed to each
Lending Party, as to such matters as are reasonably required by Administrative Agent with respect to the Loan Parties, the Collateral
and the Loan Documents;


 


(vii)        a
certificate of a Responsible Officer of each Loan Party either: (A) attaching copies of all consents, licenses and approvals required
in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the
Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect; or (B) stating
that no such consents, licenses or approvals are so required;


 


(viii)       a
copy, certified by an appropriate Responsible Officer of Borrower, of the financial statements of Borrower referred to in Section
5.11;


 


(ix)          a
certificate signed by a Responsible Officer of each Loan Party certifying that there has been no event or circumstance since the
date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate,
a Material Adverse Effect;


 


(x)           evidence
that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;


 


(xi)          a
duly completed Compliance Certificate as of August 31, 2014, signed by an appropriate Responsible Officer of Borrower, which demonstrates
that the aggregate initial principal balance of the Term Loans does not exceed three and one-half (3.50) times Consolidated EBITDA
of Borrower and its Subsidiaries as of August 31, 2014 (calculated for the twelve months ended as of such date);


 






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(xii)         evidence
that: (A) all commitments under any secured facilities not otherwise permitted under Section
7.03 have been terminated not later than the Effective Date, and all outstanding amounts thereunder paid in full; and
(B) all Liens securing obligations under any secured facilities not otherwise permitted under Section
7.03 have been released and terminated not later than the Effective Date;


 


(xiii)        at
least five Business Days prior to the date hereof, all documentation and other information required by regulatory authorities
under “know your customer” and all Anti-Terrorism Laws, Money Laundering Laws and all “know your customer”
Laws shall have been supplied to Administrative Agent and Lenders;


 


(xiv)        evidence
that Parent Guarantor has consummated the Acquisition and is the sole holder of Equity Interests of Borrower; and


 


(xv)         ;such
other assurances, certificates, documents, consents, reports or opinions as Administrative Agent or any other Lending Party may
reasonably require.


 


(b)           No
Material Adverse Change. Lending Parties, in their sole and absolute discretion, shall be satisfied that there has
been no material adverse change in the business, condition (financial, business or otherwise), revenues, sales volume, assets,
liabilities or operations of Borrower since the date of the financial statements of Borrower referred to in Section
5.11(a).


 


(c)           Truth
and Correctness of Representations and Warranties; No Default. The representations and warranties of Borrower and each
other Loan Party contained in Article V or any other Loan Document, or that are contained
in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the
Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which
case they shall be true and correct as of such earlier date. No Default shall then exist or shall result, or could reasonably
be expected to result, from the use of proceeds of the Term Loans on the Effective Date.


 


(d)           Payment
of Fees. Borrower shall have paid: (i) all fees required to be paid to Administrative Agent, Lenders and White Oak
on or before the Effective Date; and (ii) unless any Lending Party shall have agreed in writing to any delay in such payment,
all fees, charges and disbursements of counsel to each Lending Party and White Oak to the extent invoiced prior to or on the Effective
Date, plus such additional amounts of such fees, charges and disbursements as shall constitute such Person’s reasonable
estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided
that such estimate shall not thereafter preclude a final billing by such Lending Party or White Oak).


 


(e)           Other
Matters. Administrative Agent shall have received, in form and substance satisfactory to it, such other assurances,
documents or consents related to the foregoing as Administrative Agent or Required Lenders may reasonably require.


 


Notwithstanding
anything to the contrary contained herein, this Agreement shall not become effective or be binding on any party hereto unless
all of the conditions precedent to the effectiveness of this Agreement as specified in this Section
4.01 are satisfied at or before 11:00 a.m. on October 9, 2014.


 






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Administrative Agent shall promptly
notify each Loan Party and each Lender of the occurrence of the Effective Date, and such notice shall be conclusive and binding
on all parties hereto. For purposes of determining compliance with the conditions specified in this Section
4.01 (but without limiting the generality of the provisions of Section 9.04),
each Lending Party that has signed this Agreement shall be deemed to have consented to, approved or accepted or become satisfied
with, each document or other matter required hereunder to be consented to or approved by or to be acceptable or satisfactory to
a Lending Party unless Administrative Agent shall have received notice from such Lending Party prior to the proposed Effective
Date specifying its objection thereto.


 


Article V 


Representations and Warranties


 


Borrower represents and warrants
to each Lending Party that:


 


Section
5.01           Corporate Existence and Power.


 


Each of the
Loan Parties and their respective Subsidiaries (other than, with respect to Section 5.01(a) and
Section 5.01(c), any of the Loan Parties who are natural persons): (a) is a corporation,
partnership or limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction
of its incorporation, organization or formation (subject to such changes after the date hereof as are permitted under the Loan
Documents); (b) has the power and authority and all governmental licenses, authorizations, consents and approvals: (i) to own
its assets and carry on its business, except to the extent that any failure to have any of the foregoing could not reasonably
be expected to have a Material Adverse Effect; and (ii) to execute, deliver, and perform its obligations under the Loan Documents
to which each is a party; and (c) is duly qualified as a foreign corporation, partnership or limited liability company, as applicable,
and is licensed and in good standing under the laws of each jurisdiction where its ownership, leasing or operation of property
or the conduct of its business requires such qualification or license, except to the extent that the failure to do so could not
reasonably be expected to have a Material Adverse Effect.


 


Section 5.02           Corporate
Authorization; No Contravention.


 


The execution
and delivery by each of the Loan Parties and their respective Subsidiaries (to the extent any such Subsidiary is party hereto
or to any other Loan Document), and the performance by each of the Loan Parties and their respective Subsidiaries of its obligations
under, each Loan Document to which such Person is party have been (other than in the case of Loan Parties who are natural persons)
duly authorized by all necessary corporate or other organizational action, and do not and will not: (a) (other than in the case
of Loan Parties who are natural persons) contravene the terms of any of such Person’s Organizational Documents; (b) conflict
with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under:
(i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any
Subsidiary thereof or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which
such Person or its property is subject; or (c) violate any Law. Each of the Loan Parties and their respective Subsidiaries are
in compliance with all Contractual Obligations referred to in clause (b)(i), except to the extent that any failure to be in compliance
could not reasonably be expected to have a Material Adverse Effect. No Loan Party or any Subsidiary thereof is a party to or is
bound by any Contractual Obligation, or is subject to any restriction in any Organizational Document, or any requirement of Law,
which could reasonably be expected to have a Material Adverse Effect.


 






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Section 5.03           Governmental
Authorization; Compliance with Laws.


 


(a)           Governmental
Authorizations. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any
Governmental Authority is necessary or required in connection with the execution and delivery by any Loan Party of, or the performance
by any Loan Party of its obligations under, any Loan Document to which it is a party other than (i) such as have been obtained
or made and are in full force and effect or (ii) filings necessary to perfect Liens created by the Loan Documents.


 


(b)           Compliance
with Laws. Each Loan Party and each Subsidiary thereof are in compliance in all respects with the requirements of all
Laws (including the Patriot Act) and all orders, writs, injunctions and decrees applicable to it or to its properties, except
in such instances in which: (i) such requirement of Law or order, writ, injunction or decree is being contested in good faith
by appropriate proceedings diligently conducted; or (ii) the failure to comply therewith, either individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing:


 


(A)           neither
any Loan Party nor any Subsidiary thereof that is organized in the Unites States: (1) is, or is controlled by or is acting on
behalf of, a Restricted Party; (2) has received funds or other property from a Restricted Party; or (3) is in breach of or is
the subject of any action or investigation under any Anti-Terrorism Law;


 


(B)           each
of the Loan Parties organized in the United States and each Subsidiary thereof has taken reasonable measures to ensure compliance
with the Anti-Terrorism Laws;


 


(C)           the
operations of each Loan Party and its Subsidiaries are and have been conducted at all times in compliance with applicable Anti-Terrorism
Laws and Money Laundering Laws and without violation of the Sanctions, and each Loan Party and its Subsidiaries have instituted
and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance
therewith; and


 


(D)           neither
Borrower nor any of its Subsidiaries (or, to the knowledge of Borrower, any director, officer, employee, agent, affiliate or representative
of Borrower or any of its Subsidiaries) is a Person currently the subject of any Sanctions, and neither Borrower nor any of its
Subsidiaries is located, organized or resident in a country or territory that is the subject of any Sanctions. Borrower represents
that it will not directly or indirectly use the proceeds of any Term Loan to fund any activities of or business with any Restricted
Party or in any other manner that would result in a violation by any Person (including any Person participating in the transaction,
whether as underwriter, advisor, investor or otherwise) of any Sanctions.


 






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(c)           Certain
Actions. No Loan Party is engaged in or has engaged in any course of conduct that could subject any of their respective
properties to any Lien, seizure or other forfeiture under any racketeer influenced and corrupt organizations law, whether civil
or criminal, or other similar Laws.


 


Section
5.04           Binding Effect.


 


This Agreement
has been, and each other Loan Document (when delivered hereunder) will have been, duly executed and delivered by each Loan Party
that is party thereto. This Agreement and each other Loan Document to which any Loan Party is a party constitute the legal, valid
and binding obligations of such Loan Party, enforceable against such Loan Party in accordance with their respective terms, except
as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws of general application
effecting enforcements of creditors’ rights or general principles of equity.


 


Section
5.05           Litigation.


 


Except as specifically
disclosed on Schedule 5.05, there are no actions, suits, proceedings, claims or disputes
pending, or to the knowledge of Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental
Authority, against any Loan Party or any Subsidiary of any Loan Party that: (a) purport to affect or pertain to any Loan Document
or any of the transactions contemplated thereby; or (b) could reasonably be expected to have a Material Adverse Effect. No injunction,
writ, temporary restraining order or any order of any nature has been issued by any court or other Governmental Authority purporting
to enjoin or restrain the execution, delivery or performance of this any Loan Document, or directing that the transactions provided
for therein not be consummated as therein provided.


 


Section
5.06           No Defaults.


 


No Default
exists or could reasonably be expected to result from the incurring of any Obligations by any Loan Party or from the grant and
perfection of the Liens upon the collateral the subject of any Loan Document in favor of Administrative Agent. As of the Effective
Date, no Loan Party is in default under or with respect to any Contractual Obligation in any respect that, individually or together
with all such defaults, could reasonably be expected to have a Material Adverse Effect, or that would, if such default had occurred
after the Effective Date, create an Event of Default under Section 8.01(e).


 


Section
5.07           Employee Benefit Plans.


 


(a)           Compliance
with ERISA Generally. Each Plan is in compliance with the applicable provisions of ERISA, the Code and other applicable
Laws. Each Plan which is intended to qualify under subsection 401(a) of the Code either (i) has obtained from the IRS a favorable
determination letter from the IRS as to its qualified status under the Code, or the expiration of the requisite period under applicable
regulations promulgated by the IRS under the Code or IRS pronouncements in which to apply for such determination letter and to
make any amendments necessary to obtain a favorable determination has not occurred, or (ii) has been established under a prototype
plan for which an IRS opinion letter has been obtained by the plan sponsor and is valid as to the adopting employer, and nothing
has occurred that would cause the loss of such qualification.


 






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(b)           No
Actions. There are no pending or, to the knowledge of Borrower, threatened claims, actions or lawsuits, or action by
any Governmental Authority, with respect to any Plan. There has been no prohibited transaction or violation of the fiduciary responsibility
rules with respect to any Plan.


 


(c)           Certain
Events. (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension
Liability; and (iii) no event or circumstance has occurred or exists that, if such event or circumstance had occurred or arisen
after the Effective Date, would create an Event of Default under Section 8.01(i).


 


Section 5.08           Use
of Proceeds.


 


Borrower shall use the proceeds
of the Term Loans solely in accordance with Schedule 5.08.


 


Section
5.09           Title to Properties.


 


Borrower and
each Subsidiary thereof have good record and marketable title in fee simple to, or valid leasehold interests in, or valid rights
to use (including easements) all real property necessary to the ordinary conduct of their respective businesses, except for such
defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


Section 5.10           Taxes.


 


Borrower, each
Subsidiary thereof and each other Loan Party have filed all federal income and other material income tax returns and reports required
to be filed, and have paid prior to delinquency all federal and other material taxes, assessments, fees and other governmental
charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those that are being
contested in good faith by appropriate proceedings timely instituted and diligently conducted and for which such Person that is
not a natural person has set aside adequate reserves, if any, on its financial statements in accordance with GAAP and with respect
to which no notice of Lien has been filed in any filing office There is no proposed tax assessment against Borrower, any Subsidiary
thereof or any other Loan Party that, if made, could reasonably be expected to have a Material Adverse Effect.


 


Section 5.11           Financial
Condition.


 


(a)           Financial
Statements.


 


(i)           The
Audited Financial Statements: (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; (B) fairly present the consolidated financial condition of Borrower as of the date
thereof and its consolidated results of operations for the period covered thereby in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted therein; and (C) show, on a consolidated basis, all
material indebtedness and other liabilities, direct or contingent, of Borrower as of the date thereof, including liabilities for
taxes, material commitments and Debt.


 






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(ii)           The
unaudited consolidated balance sheet of Borrower dated August 31, 2014, and the related consolidated statements of income or operations,
shareholders’ equity and cash flows for the period ended on such date: (i) were prepared in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present the consolidated
financial condition of Borrower as of the date thereof and their results of operations for the period covered thereby, subject,
in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.


 


(b)           No
Material Adverse Effect. Since the date of the Audited Financial Statements, no Material Adverse Effect has
occurred.


 


Section 5.12           Environmental
Matters.


 


Borrower conducts
in the ordinary course of business a review of the effect of existing Environmental Laws and existing Environmental Claims on
its business, operations and properties (and the business, operations and properties of each of its Subsidiaries), and as a result
thereof Borrower has reasonably concluded that such Environmental Laws and Environmental Claims, individually or in the aggregate,
do not, and could not reasonably be expected to, result in liabilities in excess of the Threshold Amount.


 


Section 5.13           Margin
Regulations; Regulated Entities.


 


Neither Borrower
nor any Subsidiary thereof is engaged or will engage, principally or as one of its important activities, in the business of purchasing
or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing
or carrying margin stock. None of Borrower, any Subsidiary thereof or any Person controlling Borrower is an “investment
company” within the meaning of the Investment Company Act of 1940. Borrower is not subject to regulation under the Federal
Power Act, any state public utilities code or any other federal or state statute or regulation limiting its ability to incur Debt.


 


Section 5.14           Swap
Obligations.


 


Neither Borrower
nor any Subsidiary thereof has incurred any outstanding obligations under any Swap Contracts, other than obligations under Swap
Contracts expressly permitted hereby. Borrower has voluntarily entered into each Swap Contract to which it is a party based upon
its own independent assessment of its consolidated assets, liabilities and commitments, in each case as an appropriate means of
mitigating and managing risks associated with such matters, and has not relied on any swap counterparty or any Affiliate of any
swap counterparty in determining whether to enter into any Swap Contract.


 






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Section
5.15           Intellectual Property.


 


Borrower, each
Subsidiary thereof and each other Loan Party owns or is licensed or otherwise has the right to use all of the Intellectual Property
and other rights that are reasonably necessary for the operation of their respective businesses, except for those the failure
of which to own or license could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
The use of such Intellectual Property by Borrower and its Subsidiaries and the operation of their respective businesses do not
infringe any valid and enforceable intellectual property rights of any other Person, except to the extent any such infringement
could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No slogan or other advertising
device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by Borrower
or any Subsidiary thereof infringes upon any rights held by any other Person, except to the extent any such infringement could
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding
any of the foregoing is pending or, to the knowledge of Borrower, threatened, and no patent, invention, device, application, principle
or any statute, law, rule, regulation, standard or code is pending or, to the knowledge of Borrower, proposed, which could, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


Section 5.16           Equity
Interests Held by Borrower; Equity Interests in Borrower.


 


As of the Effective Date:
(a) Borrower has no Subsidiaries other than those listed on Schedule 5.16; and (b)
Borrower holds no Equity Interests in any other Person other than those specifically disclosed on Schedule
5.16; and (c) the holders of all Equity Interests in Borrower are those listed on Schedule
5.16. All of the outstanding Equity Interests in Borrower and in each Subsidiary thereof have been validly issued and
are fully paid and nonassessable.


 


Section 5.17           Insurance.


 


The properties
of each Loan Party (other than any Loan Party who is a natural person) are insured with financially sound and reputable insurance
companies that are not Affiliates of any of the Loan Parties, in such amounts, with such deductibles and covering such risks as
are customarily carried by companies engaged in similar businesses and owning similar properties in localities where such Loan
Party or its Subsidiary operates.


 


Section 5.18           Collateral
and Collateral Documents.


 


(a)           Enforceable
and Perfected Security Interest. The provisions of this Agreement and each of the other Collateral Documents, when
delivered, are effective to create in favor of Administrative Agent, for the benefit of the Lending Parties, a valid and enforceable
security interest or other Lien in all right, title, and interest of each Loan Party that is a party thereto in the collateral
described therein. Each such security interest or other Lien in favor of Administrative Agent, to the extent the same may be perfected
by the filing of a Uniform Commercial Code financing statement or by control (within the meaning of the Uniform Commercial Code),
has, except as otherwise expressly provided in any Collateral Document, been perfected (or will be perfected upon Administrative
Agent’s filing of the applicable Uniform Commercial Code financing statements). Except as otherwise expressly provided herein
or in any other Collateral Document, each security interest or other Lien in the Collateral described in any Collateral Document
constitutes a perfected, first-priority security interest or other Lien in the subject Collateral, subject to no Liens other than
Permitted Liens.


 






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(b)           Truth
and Correctness of Representations and Warranties. All representations and warranties of each Loan Party in each Collateral
Document are true and correct, provided that, if such representations and warranties expressly relate solely to a specified
date, then such representations and warranties were true and correct as of such specified date.


 


Section 5.19           Labor
Relations.


 


There are no
strikes, lockouts or other material labor disputes against Borrower or any Subsidiary thereof, or to the knowledge of Borrower,
threatened against or affecting Borrower or any Subsidiary thereof, and no significant unfair labor practice complaint is pending
against Borrower or any Subsidiary thereof or, to the knowledge of Borrower, threatened against any of them before any Governmental
Authority. Except as set forth on Schedule 5.19: (a) Borrower is not a party to any
collective bargaining agreements or contracts; and (b) no union representation exists and, to the knowledge of Borrower, no union
organizing activities are taking place on any of the properties owned or operated by Borrower or any of its Subsidiaries.


 


Section 5.20           Solvency.


 


Borrower, as well as each Subsidiary
thereof, is Solvent. 


 


Section
5.21           Full Disclosure.


 


To the knowledge
of Borrower after due inquiry of each Responsible Officer of Borrower, none of the representations or warranties made by any Loan
Party in the Loan Documents to which it is a party as of the date such representations and warranties are made or deemed made,
and none of the statements contained in any exhibit, report, statement or certificate furnished by or on behalf of any Loan Party
in connection with the Loan Documents (including the disclosure materials delivered by or on behalf of any Loan Party to Lending
Parties (or any of the foregoing Persons) prior to the Effective Date), contains any untrue statement of a material fact or omits
any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances
under which they are made, not misleading as of the time when made or delivered; provided that, with respect to any projections
and forecasts provided by Borrower (whether with respect of Borrower or any other Loan Party): (a) Borrower represents that such
projections and forecasts were prepared in good faith based upon assumptions believed to be reasonable at the time of the preparation
thereof; and (b) Lending Parties acknowledge that such projections and forecasts are not to be viewed as facts and that actual
results during the period or periods covered thereby may differ from the projected or forecasted results.


 






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Article VI


Affirmative Covenants


 


So long as
any Obligations (other than Unasserted Obligations) have not been repaid in full:


 


Section 6.01           Financial
Statements.


 


Borrower shall
deliver or shall cause to be delivered to Administrative Agent a sufficient number of copies for delivery by Administrative Agent
to each Lender, in form and detail satisfactory to Administrative Agent and Required Lenders:


 


(a)           Annual
Financial Statements. As soon as available, but in any event within one hundred five days after the end of each Fiscal
Year commencing with the Fiscal Year ending December 31, 2014: (i) a consolidated balance sheet for Parent Guarantor and its Subsidiaries
as at the end of such Fiscal Year, and the related consolidated statements of income or operations, shareholders’ (or members’)
equity and cash flows for such Fiscal Year (setting forth, in each case in comparative form, (A) the figures for the previous
Fiscal Year and (B) the figures from Parent Guarantor’s budget for the current Fiscal Year), all in reasonable detail and
prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent
certified public accountant of nationally recognized standing reasonably acceptable to Administrative Agent, which report and
opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going
concern” or like qualification or exception or any qualification or exception as to the scope of such audit; (ii) an unaudited
consolidating balance sheet for Parent Guarantor and its Subsidiaries as at the end of such Fiscal Year, and the related consolidating
statements of income, shareholders’ (or members’) equity and cash flows for such Fiscal Year, certified by a Responsible
Officer of Parent Guarantor as having been developed and used in connection with the preparation of the financial statements referred
to in the immediately preceding clause (i); (iii) consolidated balance sheets from Borrower and each Applicable Guarantor as at
the end of such Fiscal Year, and the related consolidated statements of income or operations, shareholders’ (or members’)
equity and cash flows for such Fiscal Year (setting forth, in each case in comparative form, (A) the figures for the previous
Fiscal Year and (B) the figures from such Person’s budget for the current Fiscal Year), all in reasonable detail and prepared
in accordance with GAAP; and (iv) an unaudited consolidating balance sheet for Borrower, each Applicable Guarantor and their respective
Subsidiaries as at the end of such Fiscal Year, and the related consolidating statements of income, shareholders’ (or members’)
equity and cash flows for such Fiscal Year, certified by a Responsible Officer of such Person as having been developed and used
in connection with the preparation of the financial statements referred to in the immediately preceding clause (iii);


 


(b)           Fiscal
Quarter Financial Statements. As soon as available, but in any event within forty-five days after the end of each of
the Fiscal Quarters (including the fourth Fiscal Quarter), unaudited consolidated and consolidating balance sheets for Borrower,
each Applicable Guarantor and their respective Subsidiaries as at the end of such Fiscal Quarter, and the related consolidated
and consolidating statements of income or operations, shareholders’ (or members’) equity and cash flows for such Fiscal
Quarter and the portion of the Fiscal Year then ended (setting forth, in each case in comparative form, (A) the figures for the
corresponding portion of the previous Fiscal Year and (B) the figures from the corresponding portion of such Person’s budget
for the current Fiscal Year), all in reasonable detail, such consolidated and consolidating statements to be certified by a Responsible
Officer of such Person as fairly presenting the financial condition, results of operations, shareholders’ (or members’)
equity and cash flows of Borrower, each Applicable Guarantor and their respective Subsidiaries in accordance with GAAP, subject
only to normal year-end audit adjustments and the absence of footnotes;


 






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(c)           Fiscal
Month Financial Statements. As soon as available, but in any event within thirty days after the end of each Fiscal Month (including
the last Fiscal Month of each Fiscal Quarter and of each Fiscal Year), unaudited consolidated and consolidating balance sheets
for Borrower, each Applicable Guarantor and their respective Subsidiaries as at the end of such Fiscal Month, and the related
consolidated and consolidating statements of income or operations, shareholders’ (or members’) equity and cash flows
for such Fiscal Month and the portion of the Fiscal Year then ended (setting forth, in each case in comparative form, (A) the
figures for the corresponding portion of the previous Fiscal Year and (B) the figures from the corresponding portion of such Person’s
budget for the current Fiscal Year), all in reasonable detail, such consolidated and consolidating statements to be certified
by a Responsible Officer of such Person as fairly presenting the financial condition, results of operations, shareholders’
equity and cash flows of Borrower, each Applicable Guarantor and their respective Subsidiaries in accordance with GAAP, subject
only to normal year-end audit adjustments and the absence of footnotes;


 


(d)           Forecasts
and Budgets. As soon as available, but in any event no later than the later of thirty days after the end of each Fiscal Year
or five days following review and approval thereof by the Board of Directors (or similar entity) of Borrower: (i) forecasts prepared
by the management of Borrower, in form satisfactory to Administrative Agent, of consolidated balance sheets and statements of
income or operations and cash flows for Borrower and its Subsidiaries for the immediately following Fiscal Year (including for
the Fiscal Year immediately following the Fiscal Year in which the Maturity Date occurs); and (ii) budgets prepared by the management
of Borrower, in form satisfactory to Administrative Agent, for such new Fiscal Year; and


 


(e)           Calculation
of Consolidated Excess Cash Flow. As soon as available, but in any event not later than forty-five days after the end of each
Fiscal Quarters (including the fourth Fiscal Quarter in each Fiscal Year) commencing with Borrower’s Fiscal Quarter ending
March 31, 2015, a Consolidated Excess Cash Flow Certificate signed by a Responsible Officer of Borrower.


 


Section
6.02           Certificates;
Other Information.


 


Borrower shall
deliver or cause to be delivered to Administrative Agent a sufficient number of copies for Administrative Agent to deliver to
each Lender, in form and detail satisfactory to Administrative Agent and Required Lenders:


 


(a)           [Reserved.];


 


(b)           Compliance
Certificate. Concurrently with the delivery of the financial statements referred to in subsections (a) and (b) of Section
6.01, a duly completed Compliance Certificate signed by an appropriate Responsible Officer of Borrower;


 


(c)           Additional
Accountant Reports. Promptly after any request by Administrative Agent or any other Lending Party, copies of any detailed
audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board
of directors) of Borrower by independent accountants in connection with the accounts or books of Borrower or any Subsidiary thereof,
or any audit of any of them;


 






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(d)           Equity
Interest Holder Reports and Certain Public Filings. Promptly after the same are available, copies of each annual report, proxy
or financial statement or other report or communication sent to the holders of Equity Interests of Borrower and copies of all
annual, regular, periodic and special reports and registration statements that Borrower may file or be required to file with the
Securities and Exchange Commission under Section 13 or Section 15(d) of the Exchange Act, and, in each case, not otherwise required
to be delivered to Administrative Agent pursuant hereto;


 


(e)           Debt
Holder Reports. Promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities
of any Loan Party pursuant to the terms of any indenture, loan or credit or similar agreement that are not otherwise required
to be furnished to Lending Parties pursuant to Section 6.01 or any other clause of this Section 6.02;


 


(f)           Materials
from or to Governmental Authorities. Promptly, and in any event within five Business Days after receipt thereof by any Loan
Party, copies of each material notice or other correspondence received from, or delivered to, any Governmental Authority concerning
any investigation or possible investigation or other inquiry by such agency regarding any material financial or other material
operational results of any Loan Party or any Subsidiary thereof;


 


(g)           Changes
in Officers and Directors. Promptly, and in any event within five Business Days of a Responsible Officer of Borrower becoming
aware thereof, written notice of any change in the Persons constituting any of the officers, directors or managers of Borrower;


 


(h)           Tax
Returns. No later than five Business Days after the date they are required to be filed (subject to any permitted extensions),
copies of the executed and dated state and federal income tax returns of Borrower and each of its Subsidiaries and all related
schedules, and copies of any extension requests;


 


(i)           Consolidated
Leverage Ratio. On each of September 30, 2015, September 30, 2016 and August 31, 2017, a Consolidated Leverage Ratio Certificate
setting forth (i) the calculations that Borrower used to determine Consolidated Leverage Ratio as of such date, and (ii) if Borrower
did not maintain the maximum Consolidated Leverage Ratio required pursuant to Section 6.19(a) for such date, a calculation
of the decrease in Consolidated Funded Debt that would have been required for Borrower to have been in compliance (the “Specified
Amount”) plus the amounts that Borrower would be required to pay pursuant to Section 2.03(b)(ii) and
Section 2.03(b)(iii) if Borrower had made a voluntary prepayment in an amount equal to the Specified Amount on such date
(together with the Specified Amount, the “Specified Cure Amount”); and


 


(j)           Additional
Information. Promptly upon (but no later than three Business Days after) request therefor by any Lending Party, such additional
information (including budgets, sales projections, operating plans and other financial information and any information required
to be delivered pursuant to the terms of the Patriot Act) regarding the business or the financial or corporate affairs of any
Loan Party or any Subsidiary thereof or the compliance by Borrower or any Subsidiary thereof with the terms of the Loan Documents
as Administrative Agent or any Lending Party may from time to time reasonably request.


 






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At the request of Administrative
Agent, Borrower shall deliver or shall cause to be delivered all documents required to be delivered pursuant to Section
6.01 or Section 6.02(b) electronically (and in such format(s) as may be
specified by such Lending Party (acting reasonably)). If such documents are so delivered, they shall be deemed to have been delivered
on the date: (i) on which Borrower posts such documents, or provides a link thereto on Borrower’s website on the Internet
at the website address listed on Schedule 10.02; or (ii) on which such documents are
posted on Borrower’s behalf on an Electronic Platform to which each Lending Party has access; provided
that: (A) Borrower shall also deliver paper copies of such documents to Administrative Agent (or to any Lender upon
its request) until such time, if at all, that a written direction to cease delivering paper copies is given by Administrative
Agent or such Lender; and (B) Borrower shall notify each Lending Party (by telefacsimile or electronic mail) of the posting of
any such documents and provide to Administrative Agent by electronic mail electronic versions (i.e.,
soft copies) of such documents. Administrative Agent shall have no obligation to request the delivery of or to maintain paper
copies of the documents referred to in this paragraph, and in any event Administrative Agent shall have no responsibility to monitor
compliance by Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting
delivery to it or maintaining its copies of such documents.


 


Section 6.03           Notices.


 


Borrower shall,
upon any Responsible Officer of Borrower or any Subsidiary thereof becoming aware thereof, promptly notify each Lending Party
in writing of:


 


(a)           Defaults.
The occurrence of any Default;


 


(b)           Matters
Involving a Material Adverse Effect. Any matter that has resulted or could reasonably be expected to result in a Material
Adverse Effect, including any such matter arising from: (i) any breach or non-performance of, or any default under, a Contractual
Obligation of any Loan Party or any Subsidiary thereof; (ii) any dispute, litigation, investigation, proceeding or suspension
between any Loan Party or any Subsidiary thereof and any Governmental Authority; (iii) the commencement of, or any material development
in, any litigation or proceeding affecting any Loan Party or any Subsidiary thereof, including pursuant to any applicable Environmental
Laws; or (iv) the loss of all or any material portion of the Collateral;


 


(c)           ERISA
Events. The occurrence of any ERISA Event (together with a copy of any notice to or from the PBGC regarding such ERISA
Event);


 


(d)           Swap
Contracts. Upon request from time to time of any Lending Party, the swap termination values thereof, together with
a description of the method by which such values were determined, relating to any then-outstanding Swap Contracts to which any
Loan Party is a party;


 


(e)           Labor
Controversies. Any material labor controversy resulting in or threatening to result in any strike, work stoppage, boycott,
shutdown or other labor disruption against or involving any Loan Party or any Subsidiary thereof;


 


(f)           Financial
Matters. Any material change in accounting policies or financial reporting practices by Borrower or any Subsidiary
thereof;


 






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(g)          Certain
Dispositions. Any Disposition of collateral the subject of any Collateral Document, or the incurrence of any Contractual
Obligations with respect to any Disposition of collateral the Subject of any Collateral Document, contemplated by: (i) Section
7.05(e) or Section 7.05(f); or (ii) Section 7.05(a) or Section
7.05(i) if the aggregate cash and non-cash consideration (including assumption of Debt) in connection with such Disposition
is (or could reasonably be expected to become) $300,000.00 or more, which notice shall identify the related purchaser(s), the
anticipated closing date of such Disposition and the aggregate cash and non-cash consideration (including assumption of Debt)
to be paid in connection with such Disposition;


 


(h)           Material
Contracts. Any termination (other than termination upon expiry of the stated term of the agreement) or loss of a Material
Contract, any default or event of default (however defined) under a Material Contract that gives the non-defaulting party the
right to terminate such Material Contract, or any modification, amendment, or supplement to a Material Contract that reduces the
aggregate expected revenue from such Material Contract in any Fiscal Year by an amount equal to or greater than $300,000.00; and


 


(i)           Notice
of Restricted Payments. Any Restricted Payment made by Borrower, at least 30 days prior to the date such payment is
made.


 


Each notice
pursuant to this Section 6.03 shall be accompanied by a statement of a Responsible
Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, Borrower (or
the other applicable Person) has taken or proposes to take with respect thereto. Each notice given pursuant to Section
6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that
have been (or could reasonably be expected to be) breached or violated.


 


Section 6.04           Payment
of Certain Obligations.


 


Borrower shall
and shall cause each of its Subsidiaries to pay and discharge prior to delinquency all material tax liabilities, assessments and
governmental charges or levies upon their respective properties, unless the same are being contested in good faith by appropriate
proceedings timely instituted and diligently conducted by the applicable Person and such Person has set aside adequate reserves,
if any, on its financial statements in accordance with GAAP.


 


Section 6.05           Preservation
of Existence, Etc.


 


Borrower shall
and shall cause each of its Subsidiaries to: (a) preserve, renew and maintain in full force and effect their respective legal
existence and good standing under the Laws of the jurisdiction of their organization except in a transaction expressly permitted
by Section 7.04 or Section 7.05; (b) take
all reasonable actions to maintain all rights, privileges, Permits, licenses and franchises necessary or desirable in the normal
conduct of their respective businesses, except to the extent that the failure to do so could not reasonably be expected to have
a Material Adverse Effect; (c) use the standard of care typical in the industry in the operation and maintenance of its facilities;
and (d) preserve or renew all of their respective registered Intellectual Property, the non-preservation of which would have or
could reasonably be expected to have a Material Adverse Effect.


 






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Section
6.06           Maintenance of Properties.


 


Borrower shall
and shall cause each of its Subsidiaries to: (a) maintain, preserve and protect all of their respective material properties and
material equipment necessary to the operation of their respective businesses in good working order and condition, ordinary wear
and tear and permitted Dispositions hereunder excepted; (b) make all commercially reasonable repairs thereto and renewals and
replacements thereof; in each of the foregoing clauses (a) and (b), except where the failure to do so does not have and could
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (c) use commercially reasonable
efforts to operate the facilities owned, leased or operated by such Person now or in the future in a manner believed by such Person
to be consistent with prevailing industry standards in the locations where the facilities exist from time to time, except to the
extent failure to do so does not and could not reasonably be expected to have a Material Adverse Effect. Each Loan Party shall
maintain all records required to be maintained by all applicable Environmental Laws.


 


Section 6.07           Maintenance
of Insurance.


 


Borrower shall
and shall cause each of its Subsidiaries and all other Loan Parties to maintain, with financially sound and reputable insurance
companies not Affiliates of any Loan Party, insurance with respect to their respective properties and businesses against loss
or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such
amounts as are customarily carried under similar circumstances by such other Persons. All property policies shall have a lender’s
loss payable endorsement showing Administrative Agent, for the ratable benefit of the Lending Parties, as sole loss payee and
waive subrogation against the Lending Parties, and all liability policies shall show Administrative Agent, on behalf of the Lending
Parties, or have endorsements showing Administrative Agent, on behalf of the Lending Parties, as an additional insured. All policies
(or the loss payable and additional insured endorsements) shall provide that the insurer shall endeavor to give Administrative
Agent, on behalf of the Lending Parties, at least thirty days’ notice before canceling, amending, or declining to renew
its policy and ten days’ notice of any non-payment of premiums. At any Lending Party’s request, Borrower shall deliver
certified copies of all of the insurance policies of Borrower and its Subsidiaries and evidence of all premium payments. Subject
to the provisions hereof, proceeds payable under any policy shall, during the existence of an Event of Default, be payable to
Administrative Agent on behalf of the Lending Parties on account of the Obligations. If any Loan Party that is a party hereto
fails to obtain insurance as required under this Section 6.07 or to pay any amount
or furnish any required proof of payment to third persons and Lenders, Administrative Agent or Lenders may make all or part of
such payments or obtain such insurance policies required in this Section 6.07 and
take any action under the policies that Lenders and Administrative Agent deem necessary or prudent.


 


Section 6.08           Compliance
With Laws.


 


Borrower shall
and shall cause each of its Subsidiaries to comply in all material respects with the requirements of all Laws and all orders,
writs, injunctions and decrees applicable to them or to their respective properties or businesses, except in such instances in
which: (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings
timely instituted and diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a
Material Adverse Effect.


 






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Section
6.09           Books and Records.


 


Borrower shall
and shall cause each of its Subsidiaries to: (a) maintain proper Books and Records, in which full, true and correct (in all material
respects) entries in conformity with GAAP consistently applied are made of all financial transactions and matters involving their
respective properties and businesses; and (b) maintain such Books and Records in material conformity with all applicable requirements
of any Governmental Authority having regulatory jurisdiction over them, as the case may be.


 


Section 6.10           Inspection
Rights; Lender Meetings.


 


Borrower shall
and shall cause each of its Subsidiaries to permit representatives and independent contractors of Administrative Agent to visit
and inspect any of their respective properties, to examine their corporate, financial and operating records, and make copies thereof
or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers,
members, managers and independent public accountants, at such reasonable times during normal business hours and as often as may
be reasonably desired, upon reasonable advance notice to such Person; provided that, unless an Event of Default exists,
the cost of only one such visit and inspection per calendar year shall be borne by Borrower; provided further that, when
an Event of Default exists, Administrative Agent (or any of its representatives or independent contractors) may do any of the
foregoing at the expense of Borrower at any time and without advance notice and as many times as Administrative Agent may require.
Borrower shall cause its senior management to hold meetings with Administrative Agent in person (if requested by Administrative
Agent), on a semi-annual basis, to discuss the Loan Parties’ financial performance and projections. Borrower shall reimburse
Administrative Agent if a Default then exists for all reasonable out-of-pocket expenses incurred in connection with Administrative
Agent’s attendance at such meetings.


 


Section 6.11           Use
of Proceeds.


 


Borrower shall
use the proceeds of the Term Loans solely for the purposes set forth on Schedule 5.08.


 


Section 6.12           Collateral
Accounts and Excluded Accounts.


 


Schedule
6.12 sets forth details with respect to all Collateral Accounts and Excluded Accounts of Borrower and its Subsidiaries
in existence on the Effective Date. Borrower shall and shall cause each of its Subsidiaries to provide Administrative Agent five
days (or such shorter period as Administrative Agent, in its sole discretion, may otherwise agree) prior written notice before:
(a) establishing any Collateral Account or Excluded Account at or with any bank or other financial institution; or (b) terminating
or otherwise materially modifying any Collateral Account or Excluded Account. In addition, for each Collateral Account that Borrower
or any of its Subsidiaries at any time maintains, Borrower shall (except to the extent specifically not required by Administrative
Agent in writing) cause the applicable bank or financial institution at or with which such Collateral Account is maintained to
execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Administrative
Agent’s Lien, for the ratable benefit of each Lender, in such Collateral Account in accordance with the terms hereof and
the Collateral Documents.


 






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Section 6.13           Financial
Covenants.


 


(a)           Consolidated
EBITDA. Borrower and its Subsidiaries, on a consolidated basis, shall maintain, as at the end of each Fiscal Quarter set forth
below, Consolidated EBITDA (calculated as at the end of each such Fiscal Quarter for the fiscal period specified below) in an
amount not less than the amount specified for the end of such Fiscal Quarter as set forth below:


 


	Fiscal Quarter End/Fiscal
    Period	 	Minimum Consolidated
    
 EBITDA	 
	December 31, 2014 for the four consecutive 
 calendar months
    then ended multiplied by 3.00	 	$	3,300,000.00	 
	March 31, 2015 for the seven consecutive 
 calendar month then ended multiplied
    by 1.71	 	$	3,400,000.00	 
	June 30, 2015 for the ten consecutive calendar 
 months then ended multiplied
    by 1.20	 	$	3,400,000.00	 
	September 30, 2015 for the four consecutive 
 Fiscal Quarters then ended	 	$	3,500,000.00	 
	December 31, 2015 and the end of each Fiscal 
 Quarter occurring thereafter,
    in each case for the 
 four consecutive Fiscal Quarters then ended	 	$	3,600,000.00	 



  


(b)           Consolidated
Leverage Ratio. Borrower and its Subsidiaries shall maintain, on a

consolidated basis, as at the end of each Fiscal Quarter set forth below, a Consolidated Leverage Ratio not greater than the ratio
specified for the end of such Fiscal Quarter as set forth below:


 


	Fiscal Quarter
    End	 	Maximum Consolidated
    
 Leverage Ratio
	December 31, 2014	 	3.70 to 1.00
	March 31, 2015	 	3.60 to 1.00
	June 30, 2015	 	3.50 to 1.00
	September 30, 2015	 	3.25 to 1.00




 






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	December 31, 2015	 	 	3.25
                                         to 1.00	 
	March 31, 2016	 	 	3.00
                                         to 1.00	 
	June 30, 2016	 	 	3.00
                                         to 1.00	 
	September 30, 2016	 	 	2.75
                                         to 1.00	 
	December 31, 2016	 	 	2.75
                                         to 1.00	 
	March 31, 2017 and the end of each Fiscal 
 Quarter occurring
    thereafter	 	 	2.50
                                         to 1.00	 



 


 


(c)           Cash
and Cash Equivalents. Borrower and its Subsidiaries shall maintain, on a consolidated basis, as at the end of each
Fiscal Quarter, the sum of (i) cash plus (ii) Cash Equivalents in an amount not less than $1,000,000.00.


 


(d)           Consolidated
Fixed Charge Coverage Ratio. Borrower and its Subsidiaries shall maintain, on a consolidated basis, as at the end of
each Fiscal Quarter, a Consolidated Fixed Charge Coverage Ratio not less than 1.00 to 1.00.


 


Section 6.14           Protection
of intellectual property rights.


 


Borrower shall
and shall cause each of its Subsidiaries to: (a) protect, defend and maintain the validity and enforceability of their respective
Intellectual Property, except to the extent that the failure to do so does not and could not reasonably be expected to result
in a Material Adverse Effect; (b) promptly advise Administrative Agent in writing of material infringements of their respective
Intellectual Property; and (c) not allow any Intellectual Property material to the business of Borrower or any of its Subsidiaries
to be abandoned, forfeited or dedicated to the public without Administrative Agent’s written consent.


 


Section 6.15           Litigation
Cooperation.


 


Borrower shall
make available to Lending Parties, without expense to Lending Parties, each Loan Party and its officers, employees and agents
and such Loan Party’s Books and Records, to the extent that any Lending Party may deem them reasonably necessary to prosecute
or defend any third-party suit or proceeding instituted by or against any Lending Party with respect to any collateral the subject
of any Collateral Document or relating to such Loan Party.


 


Section 6.16           Erisa
Compliance.


 


Borrower shall
comply and shall cause each of its Subsidiaries to comply with the provisions of ERISA with respect to any Plans to which Borrower
or any such Subsidiary is a party as employer.


 






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Section 6.17           Material
Contracts.


 


Contemporaneously
with the delivery of each Compliance Certificate pursuant to Section 6.02(b), provide
Administrative 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.


 


Section 6.18           Further
Assurances.


 


Promptly upon
the written request by Administrative Agent, Borrower shall and shall cause each of its Subsidiaries to take such further acts
(including the acknowledgement, execution, delivery, recordation, filing and registering of documents) as may reasonably be required
from time to time to: (a) carry out more effectively the purposes of this Agreement or any other Loan Document; (b) subject to
the Liens created by any of the Collateral Documents any of the properties, rights or interests covered by any of the Collateral
Documents or any other properties, rights or interests (including real property) acquired by Borrower or any Subsidiary thereof
following the Effective Date; (c) perfect and maintain the validity, effectiveness and priority of the Liens created or intended
to be created by any of the Loan Documents; and (d) better assure, convey, grant, assign, transfer, preserve, protect and confirm
to Lending Parties the rights, remedies and privileges existing or granted or now or hereafter intended to be granted to such
Persons under any Loan Document or other document executed in connection therewith. Without limiting the generality of the foregoing,
Borrower hereby agrees that, concurrently upon any Person becoming a Subsidiary of Borrower (notwithstanding any provision of
this Agreement prohibiting the creation or acquisition of any such Subsidiary) following the Effective Date, Borrower shall cause
such Person to: (i) enter into a Joinder Agreement or otherwise deliver a Guaranty; and (ii) enter into such Collateral Documents
as shall be required by Administrative Agent or Required Lenders so as to create, perfect and protect a Lien in favor of Administrative
Agent in all of the properties of such Person.


 


Section 6.19           Consolidated
Leverage Ratio.


 


(a)           If,
as of September 30, 2015, Borrower and its Subsidiaries maintain a Consolidated Leverage Ratio greater than 3.10 : 1.00, as of
September 30, 2016, Borrower and its Subsidiaries maintain a Consolidated Leverage Ratio greater than 2.70 :1.00, or as of August
31, 2017, Borrower and its Subsidiaries maintain a Consolidated Leverage Ratio greater than 2.25 : 1.00, then by the date that
is thirty (30) days after such date (the “Specified Date”), Borrower
shall provide evidence, in form and substance to Administrative Agent, that (i) Borrower has increased the amount of cash on Borrower’s
balance sheet resulting from Borrower’s operations in an amount at least equal to the Specified Cure Amount, (ii) Parent
Guarantor has increased the amount of cash of Parent Guarantor’s balance sheet resulting from Parent Guarantor’s operations
in an amount at least equal to the Specified Cure Amount, (iii) Parent Guarantor has sold or issued Equity Interests and the net
cash proceeds of such sale or issuance are at least equal to the Specified Cure Amount, or (iv) Parent Guarantor has caused a
letter-of-credit to be issued for the benefit of Administrative Agent by the Parent Guarantor Revolving Lender in an original
face amount at least equal to the Specified Cure Amount (a “Specified Letter-of-Credit”).


 






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(b)           On
the applicable Specified Date, Borrower shall prepay the Outstanding Amount of the Term Loans in an amount equal to the Specified
Cure Amount as if Borrower had elected to make a voluntary prepayment pursuant to the provisions of Section
2.03(b); provided that, if Borrower has elected to require Parent Guarantor
to cause a Specified Letter-of-Credit to be issued for the benefit of Administrative Agent, then, at any date on or after the
applicable Specified Date, Administrative Agent may draw on such Specified Letter-of-Credit and apply the proceeds of such Specified
Letter-of-Credit as if Borrower had elected to make a voluntary prepayment of the Outstanding Amount of the Term Loans pursuant
to the provisions of Section 2.03(b) on the applicable Specified Date in an amount
equal to the Specified Cure Amount.


 


Article VII


Negative Covenants


 


So long as
any Obligations (other than Unasserted Obligations) have not been repaid in full, Borrower shall not and shall not permit any
Subsidiary of Borrower directly or indirectly to do any of the following:


 


Section 7.01           Liens.


 


Create, incur,
assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other
than any of the following (collectively, “Permitted Liens”):


 


(a)           any
Lien created in favor of any Lending Party under any Loan Document;


 


(b)           any
Lien existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions
thereof, provided that: (i) the property encumbered thereby is not changed; (ii) the amount secured or benefited thereby
is not increased; (iii) the direct or any contingent obligor with respect thereto is not changed; and (iv) and any renewal or
extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);


 


(c)           any
Lien for tax liabilities, assessments and governmental charges or levies not yet due or to the extent that non-payment thereof
is permitted by Section 6.04; provided that no notice of lien has been filed
or recorded under the Code;


 


(d)           any
landlord’s, supplier’s, producer’s, carrier’s, warehouseman’s, mechanic’s, materialman’s,
repairman’s or other like Lien arising in the ordinary course of business that is not overdue for a period of more than
thirty days or that is being contested in good faith and by appropriate proceedings timely instituted and diligently conducted,
if adequate reserves with respect thereto, if any, in accordance with GAAP are set aside on the financial statements of the applicable
Person;


 


(e)           any
pledge or deposit in the ordinary course of business in connection with workers’ compensation, unemployment insurance and
other social security legislation, other than any Lien imposed by ERISA;


 


(f)           any
deposit to secure the performance of bids, trade contracts or leases (other than Debt), statutory obligations, surety bonds (other
than bonds related to judgments or litigation), performance bonds and other obligations of a like nature, in each case incurred
in the ordinary course of business;


 






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(g)           any
lease, sublease, easement, right-of-way, encroachment, restriction or other similar encumbrance affecting real property that,
when aggregated with all other such Liens, is not substantial in amount, and that does not in any case materially detract from
the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable
Person;


 


(h)           any
Lien securing a judgment for the payment of money not constituting an Event of Default under Section
8.01(h) or securing an appeal or other surety bond related to any such judgment;


 


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


 


(j)           any
Lien securing obligations in respect of a capital lease on the assets subject to such lease; provided that such capital
lease is otherwise permitted hereunder;


 


(k)           any
Lien arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or
similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided
that: (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access
by Borrower or any Subsidiary thereof in excess of those set forth by regulations promulgated by the FRB; and (ii) such deposit
account is not intended by Borrower or any Subsidiary thereof to provide collateral to the depository institution;


 


(l)           any
Lien securing Debt permitted under Section 7.03(d)(ii) to the extent that the aggregate
amount of all Debt at any time outstanding secured by all such Liens does not exceed $300,000.00; provided that: (i) any
such Lien does not at any time encumber any property other than the property financed by the related Debt; and (ii) the Debt secured
thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of the acquisition
thereof;


 


(m)          the
right of a licensee under a license agreement entered into by Borrower or any Subsidiary thereof, as licensor, in the ordinary
course of business for the use of intellectual property or other intangible assets of Borrower or any such Subsidiary; provided
that, in the case of any such license granted by Borrower or any such Subsidiary on an exclusive basis: (i) such Person shall
have determined in its reasonable business judgment that such intellectual property or other intangible assets are no longer useful
in the ordinary course of business; (ii) such license is for the use of intellectual property or other intangible assets in geographic
regions in which Borrower or any Subsidiary thereof does not have material operations or in connection with the exploitation of
any product not then produced or planned to be produced by Borrower or any Subsidiary thereof; or (iii) such license is granted
in connection with a transaction otherwise permitted by this Agreement in which a third party acquires the right to manufacture
or sell any product covered by such intellectual property or other intangible assets from Borrower or such Subsidiary; provided
further that, in the case of clauses (ii) and (iii) of this subsection (m), Borrower or such Subsidiary has determined that
it is in its best economic interest to grant such license; and


 






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(n)           any
Lien securing Permitted Subordinated Debt.


 


Section 7.02           Investments.


 


Make any Investments, except:


 


(a)           Investments
in cash and Cash Equivalents;


 


(b)           Investments
arising from transactions by Borrower or any Subsidiary thereof with customers or suppliers in the ordinary course of business,
including Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers and
suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary
course of business;


 


(c)           advances
to officers, directors, shareholders, members, managers, partners or employees of Borrower or any Subsidiary thereof in the ordinary
course of business consistent with past practices not to exceed, in the aggregate outstanding at any time, $150,000.00;


 


(d)           (i)
on or after the Effective Date, Investments of Borrower or any Applicable Guarantor in any other Applicable Guarantor in an aggregate
amount not to exceed $300,000.00 outstanding at any time for all such Persons; (ii) Investments of any Subsidiary in or to Borrower;
(iii) Investments of Borrower or any wholly-owned Subsidiary thereof consisting of Equity Interests disclosed on Schedule
5.16; and (iv) following the Effective Date, Investments of Borrower or any wholly-owned Subsidiary thereof in any
Person not a Subsidiary in an aggregate outstanding amount not to exceed $300,000.00 for all such Persons and $300,000.00 for
any specific Person;


 


(e)           Investments
made for the benefit of employees of Borrower or any Subsidiary thereof for the purposes of deferred compensation in the ordinary
course of business in accordance with past practices;


 


(f)           Guarantees
permitted by Section 7.03(c);


 


(g)           Investments
consisting of Swap Contracts permitted by Section 7.03(d);


 


(h)           Investments
consisting of Capital Expenditures permitted by Section 7.07; and


 


(i)           Investments
permitted by Section 7.04(b).


 


Section 7.03           Debt.


 


Create, incur,
assume or suffer to exist any Debt, except:


 


(a)           Debt
under the Loan Documents;


 






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(b)           Debt
outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings,
renewals or extensions thereof; provided that: (i) the amount of such Debt is not increased at the time of such refinancing,
refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and
expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized
thereunder; and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if
any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Debt, and of any agreement
entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties
or Lenders than the terms of any agreement or instrument governing the Debt being refinanced, refunded, renewed or extended and
the interest rate applicable to any such refinancing, refunding, renewing or extending Debt does not exceed the then applicable
market interest rate;


 


(c)           Guarantees
by Borrower or any Subsidiary thereof of Debt otherwise permitted hereunder of Borrower or any wholly-owned Subsidiary thereof;
provided that the aggregate outstanding amount of all such Guarantees shall not at any time exceed $300,000.00;


 


(d)           Debt
in respect of: (i) capital leases in an aggregate amount outstanding at any time not to exceed $300,000.00; and (ii) purchase
money obligations for fixed or capital assets within the limitations set forth in Section 7.01(j)
and Section 7.01(l);


 


(e)           Permitted
Subordinated Debt, if any;


 


(f)           Debt
in respect of: (i) workers’ compensation claims or obligations in respect of health, disability or other employee benefits;
(ii) property, casualty or liability insurance or self-insurance; (iii) completion, bid, performance, appeal or surety bonds issued
for the account of Borrower or any Subsidiary thereof; (iv) taxes, assessments or other government charges not yet delinquent
or which are being contested in compliance with Section 6.04; or (v) bankers’
acceptances and other similar obligations not constituting Debt for borrowed money; in each of the foregoing cases, to the extent
incurred in the ordinary course of business; and


 


(g)           Swap
Contracts solely to the extent such Swap Contracts: (i) are (or were) entered into by such Person in the ordinary course of business
for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or
reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation
or taking a “market view”; and (ii) do not contain any provision exonerating the non-defaulting party from its obligation
to make payments on outstanding transactions to the defaulting party; provided that the aggregate swap termination values
under all Swap Contracts otherwise permitted by this Section 7.03(g) shall not at
any time exceed $300,000.00;


 


(h)           intercompany
Debt of Borrower or any Subsidiary owing to and held by Borrower or any Subsidiary; provided that (i) if Borrower or any
Applicable Guarantor is the obligor on such Debt and any Subsidiary (other than an Applicable Guarantor) is the obligee thereof,
such Debt must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations (including, with
respect to any Applicable Guarantor, its obligations under Section 10.14), and (ii)
Debt owed to Borrower or any Applicable Guarantor must be evidenced by an unsubordinated promissory note pledged to Administrative
Agent under the applicable Collateral Document;


 






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(i)           Debt
arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except
in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, provided that
such Debt is promptly extinguished;


 


(j)           Debt
arising in connection with endorsement of instruments for deposit in the ordinary course of business;


 


(k)           Debt
of Borrower or any of their Subsidiaries that may be deemed to exist in connection with agreements providing for indemnification,
contribution, earnouts, purchase price adjustments and payments and similar obligations (including letters of credit, surety bonds
or performance bonds securing any obligations of Borrower or any Subsidiary pursuant to such agreements) in connection with Dispositions
otherwise permitted hereunder; and


 


(l)           Debt
of Borrower or any of its Subsidiaries arising from customary cash management services or in connection with any automated clearinghouse
transfer of funds in the ordinary course of business.


 


In addition, neither
Borrower nor any of its Subsidiaries shall maintain any Collateral Account other than in accordance with the provisions of Section
6.12.


 


Section 7.04            Fundamental
Changes.


 


(a)           Engage
in any material line of business other than a Related Business;


 


(b)           Merge,
dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions)
all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that:


 


(i)           any
Subsidiary of Borrower may merge with: (A) Borrower, provided that Borrower shall be the continuing or surviving Person;
or (B) any one or more other Subsidiaries of Borrower, provided that, when any wholly-owned Subsidiary of Borrower is merging
with another Subsidiary of Borrower, the wholly-owned Subsidiary of Borrower shall be the continuing or surviving Person; and


 


(ii)           any
Subsidiary of Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Borrower
or to another Subsidiary of Borrower; provided that if the transferor in such a transaction is a wholly-owned Subsidiary
of Borrower, then the transferee must either be Borrower or a wholly-owned Subsidiary of Borrower;


 


(c)           Make
any voluntary, optional payment or prepayment on account of, or optional redemption or acquisition for value of any portion of,
any Debt for borrowed money (other than that arising under: (i) the Loan Documents in accordance with the provisions thereof;
and (ii) corporate credit cards to the extent such Debt is otherwise permitted under Section 7.03);


 






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(d)           Without
at least thirty days’ prior written notice to Administrative Agent: (i) change its jurisdiction of organization; (ii) change
its organizational structure or type; (iii) change its legal name; or


 


(e)           Create
or acquire any Subsidiary.


 


Section 7.05           Dispositions.


 


Make any Disposition or enter into any agreement to make any Disposition,
except:


 


(a)           Dispositions
of used, obsolete, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business and
the abandonment or other Disposition of intellectual property that is, in the reasonable judgment of the management of Borrower,
no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Subsidiaries, taken
as a whole;


 


(b)           Dispositions
of inventory in the ordinary course of business;


 


(c)           Dispositions
of equipment to the extent that: (i) such property is exchanged for credit against the purchase price of similar replacement equipment;
or (ii) the proceeds of such Disposition are reasonably promptly applied to the acquisition of such replacement equipment;


 


(e)           Dispositions
permitted by Section 7.04(b);


 


(f)           (i)
the unwinding of any Swap Contract; (ii) to the extent permitted hereunder, Restricted Payments; and (iii) to the extent permitted
hereunder and otherwise constituting Dispositions, Investments;


 


(g)           Dispositions
of cash and Cash Equivalents in the ordinary course of business;


 


(h)           Dispositions
of accounts receivable in connection with the compromise, settlement or collection thereof in the ordinary course of business;
and


 


(i)           Dispositions
of property for cash consideration that are not otherwise permitted under this Section 7.05:
to Persons who are not Affiliates of any Loan Party if:


 


             (i)           if
such Disposition is to a Person who is not an Affiliate of any Loan Party;


 


             (ii)           (A)
immediately prior to and immediately after giving effect to any such Disposition, there does not exist a Default; and (B) such
Disposition could not reasonably be expected to result in a Default;


 


             (iii)           the
aggregate fair market value of all assets so sold by Borrower and its Subsidiaries does not exceed $300,000.00 in any Fiscal Year
; and


 






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             (iv)           to
the extent the Net Proceeds of such Disposition exceed, together with the other Dispositions permitted under Section
7.05(a), $300,000.00 in the aggregate for all such Dispositions in any Fiscal Year, such Net Proceeds are:


 


(A)           if
and to the extent required by Section 2.03(c), applied within ninety days of receipt
thereof by Borrower or any Subsidiary thereof to the repayment of the Obligations; or


 


(B)           otherwise,
used within ninety days of receipt thereof by Borrower or any Subsidiary thereof to purchase property or make Investments otherwise
permitted hereunder;


 


provided that a Responsible
Officer of Borrower shall have notified Administrative Agent promptly after its determination to so apply or use the Net Proceeds
and shall have certified the receipt of not less than fair market value for such property and the proper application of such Net
Proceeds in accordance with this Section 7.05(i);


 


provided that any Disposition pursuant
to any of the foregoing subsections of this Section 7.05 shall be for not less than
fair market value.


 


Section 7.06           Restricted
Payments.


 


Declare or
make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:
(a) each Subsidiary may make Restricted Payments to Borrower and to wholly-owned Subsidiaries (and, in the case of a Restricted
Payment by a non-wholly-owned Subsidiary, to Borrower and to any Subsidiary and to each other owner of Equity Interests of such
Subsidiary on a pro rata basis based on their relative ownership interests); (b) Borrower and each Subsidiary may declare and
make dividend payments or other distributions payable solely in common Equity Interests of such Person; (c) Borrower and each
Subsidiary may purchase, redeem or otherwise acquire shares of its common Equity Interests or warrants or options to acquire any
such common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common Equity
Interests; and (d) so long as no Default then exists or could reasonably be expected to result by virtue of the making thereof,
with respect to each tax year (or portion thereof) that Borrower is classified as a disregarded entity or partnership whose income
is included in the taxable income of Parent Guarantor, Borrower may declare and make or pay dividend payments or other distributions
with respect to its Equity Interests in an aggregate amount equal to the cash Taxes imposed on Parent Guarantor with respect to
the income of Borrower.


 


Section 7.07           Capital
Expenditures.


 


Make (whether
in one transaction or a series of transactions) any Capital Expenditures in an aggregate amount for Borrower and its Subsidiaries
in excess of $350,000.00 in any Fiscal Year (including the 2014 Fiscal Year, but excluding from such 2014 Fiscal Year Capital
Expenditures made between January 1, 2014 and August 31, 2014).


 






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Section
7.08           Transactions With Affiliates.


 


Enter into any transaction
of any kind with any Affiliate of Borrower, irrespective of whether in the ordinary course of business, other than on fair and
reasonable terms substantially as favorable to Borrower or a Subsidiary of Borrower as would be obtainable by such Person at the
time in a comparable arm’s-length transaction with a Person other than an Affiliate, provided that the foregoing
restriction shall not apply to: (a) transactions between or among Loan Parties; (b) Restricted Payments permitted hereunder; and
(c) Guarantees permitted by Section 7.03(c).


 


Section 7.09           Burdensome
Agreements.


 


(a)           Enter
into any Contractual Obligation (other than this Agreement or any other Loan Document) that: (i) limits the ability: (A) of any
Subsidiary of Borrower to make Restricted Payments to Borrower or to otherwise transfer property to Borrower; (B) of any Subsidiary
of Borrower to Guarantee the Debt of Borrower; or (C) of Borrower or any Subsidiary thereof to create, incur, assume or suffer
to exist Liens on property of such Person; provided that this subclause (C) shall not prohibit any negative pledge incurred
or provided in favor of any holder of Debt under Section 7.03(b), Section 7.03(d)
or Section 7.03(f) solely to the extent that any such negative pledge relates
to the property financed by or the subject of such Debt; or (ii) requires the grant of a Lien to secure an obligation of such
Person if a Lien is granted to secure another obligation of such Person;


 


(b)           (i)
Amend, supplement, modify, waive or alter (or agree to do so): (A) any of its material rights or material obligations, including
any of the foregoing arising under any Material Contract, without the express prior written consent of Administrative Agent unless
no Default exists or could reasonably be expected to result by virtue thereof; or (B) its Organizational Documents unless no Default
exists or could reasonably be expected to result by virtue thereof; or (ii) terminate any Material Contract other than as a result
of a material breach by the counterparty(ies) thereunder; or


 


(c)           (i)
Pay excessive or unreasonable salaries, bonuses, commissions, consultant fees or other compensation to any officer, director,
manager, equity holder or consultant of Borrower or any of its Subsidiaries, or any family member of any of the foregoing; (ii)
without the prior written consent of Administrative Agent, increase the salary, bonus, commission, consultant fee or other compensation
of any officer, director, manager, equity holder or consultant of Borrower or any of its Subsidiaries (or any family member of
any of the foregoing) by more than 10.00% in any Fiscal Year, either individually or for all such Persons in the aggregate, or
pay such an increase from any source other than profits earned in the year of payment without the prior written consent of Administrative
Agent; provided that Administrative Agent’s consent shall not be required to the extent that such salaries, bonuses,
commissions, consultant fees or other compensation, in the aggregate, do not exceed: (A) if a Default does not exist at the end
of the related Fiscal Year, then (1) $4,300,000.00 for the Fiscal Year ending December 31, 2014 and (B) $6,200,000.00 for any
Fiscal Year occurring thereafter; or (B) otherwise, $3,700,000.00 for any Fiscal Year.


 


Section 7.10           Use
of Proceeds.


 


Use the proceeds
of any Term Loan, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin
stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying
margin stock or to refund indebtedness originally incurred for such purpose.


 






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Section 7.11           Certain
Governmental Regulations.


 


(a) Be or become
subject at any time to any law, regulation, or list of any government agency (including the OFAC list) that prohibits or limits
any Lending Party from making any loans or extensions of credit to any Loan Party or from otherwise conducting business with any
Loan Party, or (b) fail to provide documentary and other evidence of any Loan Party’s identity as may be requested by any
Lending Party at any time to enable such Lending Party to verify any Loan Party’s identity or to comply with any applicable
Laws, including Section 326 of the Patriot Act.


 


Section 7.12           Disqualified
Equity Interests.


 


(a) Issue any Disqualified
Equity Interests, or (b) be or become liable in respect of any obligation (contingent or otherwise) to purchase, redeem, retire,
acquire or make any other payment in respect of any Equity Interests of Borrower or any Subsidiary, except as permitted under
Section 7.06.


 


Article VIII


Events of Default and Remedies


 


Section 8.01           Events
of Default.


 


Each of the
following shall constitute an event of default hereunder (each, an “Event of Default”):


 


(a)           Non-Payment.
Borrower or any other Loan Party fails to pay: (i) when and as required to be paid herein, any amount of principal
of any Term Loan; (ii) within three Business Days after the same becomes due, any interest on any Term Loan or any fee due hereunder;
or (iii) within five Business Days after the same becomes due, any other amount payable hereunder or under any other Loan Document;
or


 


(b)           Specific
Covenants. (i) Borrower or any Subsidiary thereof fails to perform or observe: (A) any term, covenant or agreement
contained in any of Section 6.01, Section 6.02,
Section 6.03, Section 6.05, Section
6.07, Section 6.10, Section 6.11, Section
6.13, Section 6.18, Section 6.19 or Article
VII; or (B) any other term, covenant or agreement contained in any Loan Document, which such failure is determined
by Required Lenders (acting reasonably) not to be capable of being cured; or (ii) any Guarantor fails to perform or observe any
term, covenant or agreement contained in its Guaranty; or


 


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


 






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(d)           Other
Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section
8.01(a), Section 8.01(b) or Section
8.01(c)) contained in any Loan Document on its part to be performed or observed and such failure continues for
fifteen days; or


 


(e)           Cross-Default.
Borrower or any Subsidiary thereof: (i) subject to any applicable cure period, fails to make any payment when due (whether
by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Debt (other than Debt hereunder
and Debt under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including
amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount; or (ii)
subject to any applicable cure period fails to observe or perform any other agreement or condition relating to any such other
Debt or contained in any document evidencing, securing or relating to any of the foregoing, or any other default or event occurs,
the effect of which failure, default or other event is to cause, or to permit the holder or holders of such Debt (or a trustee
or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Debt to be demanded or to
become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay,
defease or redeem such Debt to be made, prior to its stated maturity; or


 


(f)           Insolvency
Proceedings, Etc. Any Loan Party or any Subsidiary thereof institutes or consents to the institution of any proceeding
under any Bankruptcy Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of
any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material
part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed
without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty calendar days;
or any proceeding under any Bankruptcy Law relating to any such Person or to all or any material part of its property is instituted
without the consent of such Person and continues undismissed or unstayed for sixty calendar days, or an order for relief is entered
in any such proceeding; or


 


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


 


(h)           Judgments.
There is entered against any Loan Party or any Subsidiary thereof: (i) a final judgment or order for the payment of
money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as
to which the insurer does not dispute coverage); or (ii) any one or more non-monetary final judgments that have, or could reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case: (A) enforcement proceedings
are commenced by any creditor upon such judgment or order; or (B) there is a period of thirty consecutive days during which a
stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or


 






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(i)           ERISA.
(i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be
expected to result in liability of Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an
aggregate amount in excess of the Threshold Amount; or (ii) Borrower or any ERISA Affiliate fails to pay when due, after the expiration
of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under
a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or


 


(j)           Invalidity
of Loan Documents. Any Loan Document or any provision thereof, at any time after its execution and delivery and for
any reason other than as expressly permitted hereunder or thereunder or the satisfaction in full of all of the Obligations (other
than Unasserted Obligations) and other than as a result of an action or inaction by Administrative Agent or any Lender, ceases
to be in full force and effect other than in accordance with its terms; or any Loan Party or any other Person (other than a Lending
Party) contests in any manner in writing the validity or enforceability of any Loan Document or any provision thereof; or any
Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate
or rescind any Loan Document or any provision thereof; or


 


(k)          Impairment
of Collateral. Any security interest purported to be created by any Collateral Document shall cease to be, or shall
be asserted by any Loan Party not to be, a valid, perfected, first-priority security interest (except as otherwise expressly provided
in this Agreement or such Collateral Document and subject to Permitted Liens) in the assets covered thereby, other than in respect
of assets that, individually and in the aggregate, are not material to the Loan Parties, taken as a whole, or in respect of which
the failure of the security interest therein to be a valid, perfected first priority (except as otherwise expressly provided in
this Agreement or such Collateral Document) security interest could not in the reasonable judgment of Administrative Agent or
Required Lenders be expected to have a Material Adverse Effect; or


 


(l)           Default
Under Subordinated Debt Documents. Any Person (other than a Loan Party) to a document subordinating Permitted Subordinated
Debt shall fail to observe or perform any covenant, condition or agreement contained in such document; or


 


(m)         Certain
Actions. Any Loan Party or any of its senior officers is criminally indicted or convicted for (i) a felony, or (ii)
violating any state or federal law (including the Controlled Substances Act, Money Laundering Control Act of 1986 and Illegal
Exportation of War Materials Act) that has resulted in, or could reasonably be expected to lead to, a forfeiture of any material
property (including the Collateral) upon which such Loan Party has granted a Lien to Administrative Agent or the right to conduct
a material part of its business; or


 


(n)          Collateral
Access Agreements; Control Agreements. On or before the date that is: (i) thirty days following the Effective Date,
Borrower fails to deliver or cause to be delivered to Administrative Agent a Collateral Access Agreement, duly executed by each
of Borrower and the applicable landlord, with respect to the real property leased by Borrower and located in each of (A) Hammond,
Louisiana, (B) Danvers, Massachusetts and (C) Toronto, Canada; and (ii) fifteen days following the Effective Date, Borrower fails
to deliver or cause to be delivered to Administrative Agent a Control Agreement, duly executed by each Loan Party that is a party
hereto and each depository institution at which such each such Loan Party maintains a Collateral Account, with respect to each
Collateral Account of such Loan Party; or


 






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(o)          Change
of Control. There occurs a Change of Control (other than the Acquisition); or


 


(p)          Material
Contracts. A Material Contract is terminated prior to its original termination date, or any default or event of default (however
defined) occurs under a Material Contract that permits the non-defaulting party to the Material Contract to terminate such contract;
or


 


(q)          Material
Adverse Effect. There occurs a Material Adverse Effect.


 


Section
8.02           Rights and Remedies.


 


(a)          Rights
and Remedies Generally. While an Event of Default exists, Administrative Agent may (or, upon the request of the Required
Lenders, shall), without notice or demand, do any or all of the following:


 


(i)           declare
all Obligations (including the applicable Make-Whole Amount) immediately due and payable (but if an Event of Default described
in Section 8.01(f) occurs, all Obligations (including any applicable Make-Whole Amount) shall immediately be due and payable
without any action by Administrative Agent or any Lender);


 


(ii)           stop
advancing money or extending credit for Borrower’s benefit under this Agreement or under any other agreement between Borrower
and Administrative Agent or any Lender;


 


(iii)           settle
or adjust disputes and claims directly with Account Debtors on accounts of any Loan Party that is a party hereto for amounts on
terms and in any order that Administrative Agent considers advisable, notify any Person owing any Loan Party that is a party hereto
money of Administrative Agent’s Lien on such funds, and verify the amount of such account. Each Loan Party that is a party
hereto shall collect all payments in trust for Administrative Agent for the benefit of Lenders and, if requested by Administrative
Agent, immediately deliver the payments to Lenders in the form received from the Account Debtor, with proper endorsement for deposit;


 


(iv)           make
any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its Lien upon the Collateral.
Each Loan Party that is a party hereto shall assemble the Collateral if Administrative Agent so requests and make it available
as Administrative Agent so designates. Administrative Agent or any Lender may enter the premises where the Collateral is located,
take and maintain possession of any part of the Collateral, and pay, purchase, contest, or compromise any Lien which appears to
be prior or superior to Administrative Agent’s Lien thereon and pay all expenses incurred. Each Loan Party that is a party
hereto grants Administrative Agent for the benefit of Lenders a license to enter and occupy any of its premises, without charge,
to exercise any of Administrative Agent’s or any other Lending Party’s rights or remedies;


 


(v)           apply
to the Obligations any (A) balances and deposits of any Loan Party that is a party hereto that it holds, or (B) any amount held
by Administrative Agent or Lenders owing to or for the credit or the account of any Loan Party that is a party hereto;


 






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(vi)           ship,
reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral. Administrative
Agent is hereby granted a non-exclusive, royalty-free license or other right to use without charge, Borrower’s or any of
its Subsidiaries’ labels, patents, copyrights, mask works, rights of use of any name, trade secrets, trade names, trademarks,
service marks, and advertising matter, or any similar property as it pertains to the Collateral, in completing production of,
advertising for sale, and selling any Collateral and, in connection with Administrative Agent’s exercise of its rights under
this Section, Borrower’s and each of its Subsidiaries’ rights under all licenses and all franchise agreements inure
to Administrative Agent for benefit of Lenders;


 


(vii)           place
a “hold” on any account maintained with Administrative Agent and/or deliver a notice of exclusive control, any entitlement
order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral;


 


(viii)          demand
and receive possession of the Books and Records of each Loan Party; and


 


(ix)            exercise
all default rights and remedies available to Lending Parties under the Loan Documents or at law or equity, including all default
remedies provided under the Uniform Commercial Code (including disposal of the collateral (including all Collateral) pursuant
to the terms thereof).


 






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(b)           Power
of Attorney. Each Loan Party that is a party hereto hereby irrevocably appoints Administrative Agent as its lawful
attorney-in-fact, to: (i) if such Loan Party refuses to, or fails timely to execute and deliver any of the documents required
to be delivered by it pursuant to the terms hereof, sign the name of such Loan Party on any of such documents; (ii) at any time
that an Event of Default has occurred and is continuing, endorse such Loan Party’s name on any checks or other forms of
payment or security, sign such Loan Party’s name on any invoice or bill of lading for any account or drafts against Account
Debtors or sign such Loan Party’s name on any notices to Account Debtors; (iii) send requests for verification of Accounts;
(iv) endorse such Loan Party’s name on any collection item that may come into Administrative Agent’s possession; (v)
at any time that an Event of Default has occurred and is continuing, make, settle, and adjust all claims under such Loan Party’s
policies of insurance and make all determinations and decisions with respect to such policies of insurance; (vi) at any time that
an Event of Default has occurred and is continuing, take control, in any manner, of any item of payment or proceeds relating to
any Collateral; (vii) at any time that an Event of Default has occurred and is continuing, prepare, file, and sign such Loan Party’s
name to a proof of claim in bankruptcy or similar document against any Account Debtor, or to any notice of lien, assignment, or
satisfaction of lien or similar document in connection with any of the Collateral; (viii) at any time that an Event of Default
has occurred and is continuing, receive, open and dispose of all mail addressed to such Loan Party, and notify postal authorities
to change the address for delivery thereof to such address as Administrative Agent may designate; (ix) at any time that an Event
of Default has occurred and is continuing, use the information recorded on or contained in any data processing equipment, computer
hardware, and software relating to the Collateral; (x) at any time that an Event of Default has occurred and is continuing, settle
and adjust disputes and claims respecting the Accounts, Chattel Paper or General Intangibles directly with Account Debtors, for
amounts and upon terms that Administrative Agent determines to be reasonable, and Administrative Agent may cause to be executed
and delivered any documents and releases that Administrative Agent determines to be necessary; (xi) at any time file UCC-3 assignments
reflecting Administrative Agent as assignee of such Loan Party with respect to any UCC-1 financing statements filed by such Loan
Party in connection with Collateral; (xii) at any time that an Event of Default has occurred and is continuing, cause an Account
Debtor’s insurers to add Administrative Agent as loss payee under the relevant insurance policy; (xiii) at any time that
an Event of Default has occurred and is continuing, pay, contest or settle any Lien, charge or adverse claim in, to or upon any
or all of the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; (xiv)
at any time that an event of Default has occurred and is continuing, transfer any Collateral into the name of Administrative Agent
for the benefit of Lenders or a third party as the Uniform Commercial Code permits; and (xv) do all other acts and things necessary,
in Administrative Agent’s determination, to fulfill such Loan Party’s obligations under this Agreement. Each Loan
Party that is a party hereto hereby appoints Administrative Agent as its lawful attorney-in-fact to sign such Loan Party’s
name on any documents necessary to perfect or continue the perfection of any security interest in the Collateral regardless of
whether an Event of Default has occurred until all Obligations (other than Unasserted Obligations) have been repaid in full. Administrative
Agent’s foregoing appointment as the attorney-in-fact for each Loan Party that is a party hereto, and all of Administrative
Agent’s rights and powers, being coupled with an interest, are irrevocable until all Obligations (other than Unasserted
Obligations) have been fully paid and performed when due (as applicable).


 






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(c)           Protective
Advances. If any Loan Party that is a party hereto fails to obtain the insurance required by the terms hereof or fails
to pay any premium thereon or fails to pay any other amount which such Loan Party is obligated to pay under this Agreement, any
other Loan Document or otherwise, Administrative Agent or Lenders (or any of them), in its or their (as applicable) sole discretion,
may obtain such insurance or make such payment (any such amount so paid by Administrative Agent or Lenders, a “Protective
Advance”). Without limiting the generality of the foregoing, Administrative Agent or Lenders (or any of them) shall
be authorized, in its or their (as applicable) sole discretion, to make Protective Advances on behalf of the Loan Parties (or
any of them), if and to the extent that Administrative Agent or Lenders (or any of them), as applicable, deem such Protective
Advances are necessary or desirable to preserve or protect Collateral or to enhance the collectability or repayment of the Obligations.
Administrative Agent or any Lender which intends to make any Protective Advance shall use commercially reasonable efforts, to
the extent practicable, to consult with Administrative Agent and/or the other Lenders (as applicable) prior to making any Protective
Advance. Notwithstanding the foregoing, in no event shall Administrative Agent or any Lender have any duty or obligation to make
any Protective Advance(s). All Protective Advances paid shall constitute expenses reimbursable under Section
10.04, shall be immediately due and payable, shall bear cash interest until paid at the then highest interest rate
applicable to any of the Obligations and shall be secured by the Collateral. Required Lenders may at any time revoke Administrative
Agent’s authority to make Protective Advances hereunder by written notice to Administrative Agent. Administrative Agent
will use good faith commercially reasonable efforts (with no liability for failing to do so) to provide Borrower with notice of
Administrative Agent or Lenders obtaining any insurance on behalf of Borrower or any other Loan Party at the time it is obtained
or within a reasonable time thereafter. The making of any Protective Advances shall not be or be deemed to be an agreement to
make Protective Advances in similar or different circumstances in the future and shall not operate or be deemed to operate as
a waiver by Administrative Agent or any Lender of any Event of Default.


 






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(d)           Application
of Funds.


 





(i)           No
Loan Party shall have the right to specify the order or the accounts to which Administrative Agent shall allocate or apply any
payments required to be made by Borrower to Administrative Agent on behalf of Lenders or otherwise received by Administrative
Agent on behalf of Lenders under this Agreement when any such allocation or application is not specified elsewhere in this Agreement.


 


(ii)           All
payments, prepayments, and proceeds or collateral (including the Collateral) and any other amounts received on account of the
Obligations shall be applied by Administrative Agent until exhausted in the following order:


 


(A)           first,
to Administrative Agent, to pay all fees, costs, expenses and indemnification payments then due to Administrative Agent under
the Loan Documents (excluding all Protective Advances made by Administrative Agent);


 


(B)           second,
pro rata, to Administrative Agent and any Lender which has made a Protective Advance, to pay all Protective Advances made
by such Persons;


 


(C)           third,
pro rata, to the Lenders according to their respective Percentage Shares, to pay all accrued but unpaid interest (including
interest at the Default Rate) on the Term Loans owing to Lenders;


 


(D)           fourth,
pro rata, to the Lenders according to their respective Percentage Shares, to pay the Outstanding Amount of the Term Loans,
pro rata, until such time as the Outstanding Amount of the Term Loans has been paid in full; and


 


(E)           fifth,
pro rata, to Administrative Agent and the Lenders, to pay all remaining Credit Outstandings and other Obligations owing
to Administrative Agent or any Lenders;


 


After
payment in full of all Obligations (other than Unasserted Obligations), any surplus remaining shall be paid to Borrower or other
Persons legally entitled thereto; if any deficiency exists, Borrower shall remain liable to Administrative Agent and Lenders for
such deficiency. If Administrative Agent or any Lender, in its good faith business judgment, directly or indirectly enters into
a deferred payment or other credit transaction with any purchaser at any sale of any collateral (including the Collateral), Administrative
Agent or such Lender, as applicable, shall have the option, exercisable at any time, of either reducing the Obligations by the
principal amount of the purchase price or deferring the reduction of the Obligations until the actual receipt by Administrative
Agent or such Lender of cash therefor.


 


(e)           Administrative
Agent’s Liability for Collateral. So long as Administrative Agent and Lenders comply with reasonable banking practices
regarding the safekeeping of any collateral the subject of the Collateral Documents, Administrative Agent and Lenders shall not
be liable or responsible for: (i) the safekeeping of all or any such collateral; (ii) any loss or damage to all or any such collateral;
(iii) any diminution in the value of all or any such collateral; or (iv) any act or default of any carrier, warehouseman, bailee,
or other Person. Borrower bears all risk of loss, damage or destruction of any collateral the subject of the Collateral Documents.


 






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(f)           No Waiver. Administrative Agent’s
or any Lender’s failure, at any time or times, to require strict performance by any Loan Party of any provision of this
Agreement or any other Loan Document shall not waive, affect, or diminish any right of Administrative Agent or such Lender thereafter
to demand strict performance and compliance herewith or therewith. Administrative Agent and Lenders have all rights and remedies
provided under the Uniform Commercial Code, by law, or in equity. Any amounts paid by Administrative Agent or any Lender on any
Loan Party’s behalf as provided herein are expenses reimbursable under Section 10.04 and shall bear interest at the
highest interest rate then applicable to any of the Obligations and shall be secured by the collateral the subject of the Collateral
Documents. No payments by Administrative Agent or any Lender shall be deemed an agreement to make similar payments in the future
or a waiver of any Event of Default by Administrative Agent or any Lender.


 


Article IX 


Administrative
Agent


 


Section
9.01           Appointment and Authorization
of Administrative Agent.


 


Each Lender
hereby irrevocably appoints White Oak to act on its behalf as Administrative Agent hereunder and under the other Loan Documents
and authorizes Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to Administrative
Agent by the terms hereof and thereof, together with such actions and powers as are reasonably incidental thereto. Except for
the provisions of Section 9.06, the provisions of this Article IX are solely for the benefit of Lending Parties,
and neither Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.


 


Section
9.02           Rights as a Lender.


 


If the Person
serving as Administrative Agent hereunder is also a Lender, such Person shall have the same rights and powers in such capacity(ies)
as any other Person in such capacity(ies) and may exercise the same as though it were not Administrative Agent. Such Person and
its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and
generally engage in any kind of business with Borrower or any Subsidiary or Affiliate of Borrower as if such Person were not Administrative
Agent hereunder and without any duty to account therefor to any other Lending Party.


 


Section
9.03           Exculpatory Provisions.


 


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


 


(a)          No
Fiduciary Duties. Shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred
and is continuing;


 



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(b)          No Obligations
Regarding Certain Actions. Shall not have any duty to take any discretionary action or exercise any discretionary powers,
except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that Administrative Agent
is required to exercise as directed in writing by Required Lenders (or such other number or percentage of Lenders as shall be
expressly provided for herein or in any other Loan Documents); provided that Administrative Agent shall not be required
to take any action that, in its opinion or the opinion of its counsel, may expose Administrative Agent to liability or that is
contrary to any Loan Document or applicable Laws;


 


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


 


(d)          Limitation
on Liability. Shall not be liable for any action taken or not taken by it: (i) with the consent or at the request of Required
Lenders (or such other number or percentage of Lenders as shall be necessary, or as Administrative Agent shall believe in good
faith shall be necessary, under the circumstances as provided in Section 8.02 and Section 10.01); or (ii) in the
absence of its own gross negligence or willful misconduct. Administrative Agent shall be deemed not to have knowledge of any Default,
unless and until a Loan Party, or a Lending Party provides written notice to Administrative Agent describing such Default. Administrative
Agent shall not be responsible for or have any duty to ascertain or inquire into: (A) any statement, warranty or representation
made in or in connection with this Agreement or any other Loan Document; (B) the contents of any certificate, report or other
document delivered hereunder or thereunder or in connection herewith or therewith; (C) the performance or observance of any of
the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default; (D) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or
document; or (E) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt
of items expressly required to be delivered to Administrative Agent.


 


Section
9.04           Reliance By Administrative
AGent.


 


Administrative
Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other
distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Administrative
Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person
and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of
the Term Loans that by its terms must be fulfilled to the satisfaction of a specified Lending Party, Administrative Agent may
presume that such condition is satisfactory to such Lending Party, unless Administrative Agent shall have received notice to the
contrary from such Lending Party prior to the making of the Term Loans. Administrative Agent may consult with legal counsel (who
may be counsel for any Loan Party), independent accountants and other experts it selects and shall not be liable for any action
it takes or does not take in accordance with the advice of any such counsel, accountants or experts.


 



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Section
9.05           Delegation Of Duties.


 


Administrative
Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or
through any one or more sub-agents it appoints. Administrative Agent and any such sub-agent may perform any and all of its duties
and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article
IX shall apply to any such sub-agent and to the Related Parties of Administrative Agent and any such sub-agent.


 


Section 9.06           Resignation
Of Administrative Agent.


 


Administrative
Agent may at any time give notice of its resignation to Lending Parties and Borrower. Upon receipt of any such notice of resignation,
Required Lenders shall have the right, with, unless an Event of Default exists, the consent of Borrower (which consent shall not
be unreasonably withheld or delayed), to appoint a successor. If no such successor shall have been so appointed by Required Lenders
and shall have accepted such appointment within thirty days after the retiring Administrative Agent gives notice of its resignation,
then the retiring Administrative Agent may on behalf of Lending Parties, appoint a successor Administrative Agent meeting the
qualifications set forth in this Section 9.06; provided that, if Administrative
Agent shall notify Lending Parties and Borrower that no qualifying Person has accepted such appointment, then such resignation
shall nonetheless become effective in accordance with such notice and (a) the retiring Administrative Agent shall be discharged
from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security
held by Administrative Agent on behalf of any Lending Party under any of the Loan Documents, the retiring Administrative Agent
shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (b) all
payments, communications and determinations provided to be made by, to or through Administrative Agent shall instead be made by
or to each Lending Party directly, until such time as Required Lenders appoint a successor Administrative Agent as provided for
in this Section 9.06. Upon the acceptance of a successor’s appointment as Administrative
Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the
retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and
obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided in this Section
9.06). The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder
and under the other Loan Documents, the provisions of this Article IX and Section
10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective
Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent
was acting as Administrative Agent.


 


Section 9.07           Non-reliance
On Administrative Agent And Other Lenders.


 


Each Lending
Party acknowledges that it has, independently and without reliance upon Administrative Agent, any other Lending Party or any of
their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lending Party also acknowledges that it will, independently and without reliance upon
Administrative Agent, any other Lending Party or any of their Related Parties and based on such documents and information as it
shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon
this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.


 



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Section 9.08           No
Other Duties, Etc.


 


Notwithstanding
anything to the contrary contained herein, no Person identified herein or on the facing page or signature pages hereof as a “Documentation
Administrative Agent,” “Co-Administrative Agent,” “Book Manager,” “Book Runner,” “Arranger,”
“Lead Arranger,” “Co-Lead Arranger” or “Co-Arranger,” if any, shall have or be deemed to have
any right, power, obligation, liability, responsibility or duty under this Agreement or the other Loan Documents, other than:
(a) in such Person’s capacity as: (i) Administrative Agent or a Lender hereunder; and (ii) an Indemnitee hereunder; or (b)
under Section 9.05.


 


Section 9.09           Administrative
Agent may File Proofs of Claim.


 


In case of
the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to any Loan Party, Administrative Agent (irrespective of whether the principal of the Term
Loans shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Administrative
Agent shall have made any demand on Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:
(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Term Loans
and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order
to have the claims of Lending Parties (including any claim for the reasonable compensation, expenses, disbursements and advances
of Lending Parties and their respective agents and counsel and all other amounts due Lending Parties under Sections
2.04, Section 2.09 and Section 10.04)
allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar
official in any such judicial proceeding is hereby authorized by each Lending Party to make such payments to Administrative Agent
and, in the event that Administrative Agent shall consent to the making of such payments directly to Lenders, to pay to Administrative
Agent any amount due for the reasonable compensation, expenses, disbursements and advances of Administrative Agent and its agents
and counsel, and any other amounts due Administrative Agent under Section 2.09 and
Section 10.04. Nothing contained herein shall be deemed to authorize Administrative
Agent to authorize or consent to or accept or adopt on behalf of any Lending Party any plan of reorganization, arrangement, adjustment
or composition affecting the Obligations or the rights of any Lending Party or to authorize Administrative Agent to vote in respect
of the claim of any Lending Party in any such proceeding.


 


Section 9.10           Guaranty
Matters


 


Each Lending Party hereby:
(a) irrevocably authorizes Administrative Agent, at its option and in its discretion, to release any Guarantor from its obligations
under a Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; and (b) agrees that,
upon request by Administrative Agent at any time, it will confirm in writing Administrative Agent’s authority to release
any such Guarantor pursuant to this Section 9.10.


 






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Section 9.11           Collateral
and Other Matters


 


(a)          Directions
by Lenders. Each Lender hereby irrevocably authorizes and directs Administrative Agent: (i) to enter into the Collateral
Documents for the benefit of such Person; (ii) without the necessity of any notice to or further consent from any such Person
from time to time prior to an Event of Default, to take any action with respect to any Collateral Documents or the collateral
the subject thereof that may be necessary to perfect and maintain perfected the Liens upon the collateral granted pursuant to
the Collateral Documents; (iii) to release any Lien on any property granted to or held by Administrative Agent under any Loan
Document: (A) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than Unasserted Obligations);
(B) that is sold or to be sold as part of or in connection with any Disposition permitted hereunder or under any other Loan Document;
(C) subject to Section 10.01, if approved, authorized or ratified in writing by Required
Lenders; or (D) in connection with any foreclosure sale or other disposition of any collateral the subject of any Collateral Document
after the occurrence of an Event of Default; and (iv) to subordinate any Lien on any property granted to or held by Administrative
Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan
Document to be senior to the Lien of Administrative Agent. Upon request by Administrative Agent at any time, each Lender will
confirm in writing Administrative Agent’s authority to release or subordinate its interest in particular types or items
of collateral the subject of any Collateral Document pursuant to this Section 9.11.


 


(b)          Certain
Actions by Administrative Agent. Subject to Section 9.11(a)(iii) and Section
9.11(a)(iv), Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute such documents
as may be necessary to evidence the release or subordination of Liens granted to Administrative Agent herein or pursuant hereto
upon the applicable collateral; provided that: (i) Administrative
Agent shall not be required to execute any such document on terms that, in Administrative Agent’s opinion, would expose
Administrative Agent to or create any liability or entail any consequence other than the release or subordination of such Liens
without recourse or warranty; and (ii) such release or subordination
shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other
Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all
of which shall continue to constitute part of the collateral the subject of the Collateral Documents. In the event of any sale
or transfer of any collateral the subject of any of the Collateral Documents, or any foreclosure with respect to any of the collateral
the subject of any of the Collateral Documents, Administrative Agent shall be authorized to deduct all expenses reasonably incurred
by Administrative Agent from the proceeds of any such sale, transfer or foreclosure.


 


(c)          No
Obligations Regarding Certain Actions. Administrative Agent shall have no obligation whatsoever to any Lending Party
or any other Person to assure that all or any of the collateral the subject of the Collateral Documents exists or is owned by
Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Administrative Agent herein
or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected,
protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner
or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative
Agent in this Section 9.11 or in any of the Collateral Documents, it being understood
and agreed that in respect of the collateral the subject of the Collateral Documents, or any act, omission or event related thereto,
Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, if Administrative Agent has an interest
in the collateral the subject of the Collateral Documents by virtue of being one of the Lending Parties.


 



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(d)          Appointment
of Lending Parties as Agents. Each Lending Party hereby appoints each other such Person as agent for the purpose of
perfecting Administrative Agent’s or such Person’s security interest in assets that, in accordance with Article 9
of the Uniform Commercial Code, can be perfected only by possession. Should any such Person (other than Administrative Agent)
obtain possession of any collateral the subject of the Collateral Documents, such Person shall notify Administrative Agent thereof,
and, promptly upon Administrative Agent’s request therefor, shall deliver such collateral to Administrative Agent or in
accordance with Administrative Agent’s instructions.


 


Article X 


General Provisions


 


Section 10.01           Amendments,
Etc.


 


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


 


(i)          Unless
in writing and signed by Borrower, with receipt acknowledged by Administrative Agent, do any of the following:


 


(A)           increase,
or extend the expiry of, the Commitment of any Lender (or reinstate any such Commitment to the extent terminated pursuant to Section
8.02) without the written consent of such Lender;


 


(B)           postpone
or delay any date fixed by this Agreement or any other Loan Document for any payment of principal (including PIK Interest), interest,
any applicable Make-Whole Amount, fees or other amounts due to any Lender hereunder or under any other Loan Document, including
any prepayments specified under Section 2.03, or reduce the amount due to any Lender
on any such date, in each case without the written consent of such Lender;


 


(C)           reduce
the principal of (including PIK Interest), or the rate of interest or the Make-Whole Amount specified herein on, any or all of
the Term Loans or other amounts payable to any Lender hereunder or under any other Loan Document, in each case without the written
consent of such Lender;


 



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(D)           amend
any provision herein providing for consent or other action by Required Lenders without the written consent of Required Lenders;


 


(ii)           Unless
in writing and signed by all Lenders and Borrower, with receipt acknowledged by Administrative Agent, do any of the following:


 


(A)           amend
this Section 10.01, Section 2.09 or Section
8.02(d) or any provision herein providing for consent or other action by all Lenders; or


 


(B)          release,
compromise or subordinate all or any portion of the collateral the subject of the Collateral Documents and securing the Obligations,
except as otherwise expressly provided in any of the Collateral Documents, or amend the definition of the obligations secured
by any of the Collateral Documents; or


 


(C)          increase
the Aggregate Commitments;


 


(D)          release,
compromise, subordinate or terminate any of the Guaranties except as otherwise expressly provided herein or in any of the Loan
Documents; or


 


(E)          amend
the definition of “Maturity Date” contained in Section 1.01;


 


(F)          amend
the definition of “Required Lenders” contained in Section 1.01;
or


 


(G)          amend
Section 10.06(b)(v);


 


provided further that, notwithstanding
anything to the contrary contained herein: (1) no amendment, waiver or consent shall, unless in writing and signed by Administrative
Agent in addition to such Lenders as are otherwise required by this Section 10.1,
affect the rights or duties of Administrative Agent under this Agreement or any other Loan Document; and (2) no consent of Borrower
shall be required with respect to any amendment or waiver described in Section 10.01(a)(i)(D),
Section 10.01(a)(ii)(A) or Section 10.01(a)(ii)(F),
if at the time of such amendment or waiver a Default exists.


 


(b)          This
Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute
an original, but all of which when taken together shall constitute a single contract.


 


(c)          This
Agreement and the other Loan Documents constitute the entire agreement among the parties relating to the subject matter hereof
and supersede any and all previous documents, agreements and understandings, oral or written, relating to the subject matter hereof.


 


(d)           Except
as otherwise expressly provided in Article IV, this Agreement shall become effective
when it shall have been executed and delivered by Administrative Agent and when Administrative Agent shall have received counterparts
hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart
of a signature page of this Agreement by telefacsimile or electronically in portable document format shall be effective as delivery
of a manually executed counterpart of this Agreement.


 



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Section
10.02           Notices; Electronic
Communications.


 


(a)           Notices
Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except
as provided in Section 10.02(b)), all notices and other communications provided for herein shall be in writing and shall
be delivered by hand or overnight courier service, mailed by certified or registered mail, sent by telefacsimile transmission
or sent by approved electronic communication in accordance with Section 10.02(b), and all notices and other communications
expressly permitted to be given by telephone shall be made to the applicable telephone number, as follows:


 


(i)          if
to Borrower, any Guarantor or Administrative Agent, to the address, telefacsimile number, e-mail address or telephone number specified
for such Person on Schedule 10.02; and


 


(ii)           if
to any Lender, to the address, telefacsimile number, e-mail address or telephone number specified in its Administrative Detail
Form.


 


Notices sent
by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received,
and notices sent by telefacsimile transmission or by means of approved electronic communication 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); provided that notices delivered through electronic communications
to the extent provided by Section 10.02(b) shall be effective as provided in such subsection (b).


 


(b)           Electronic
Communications.


 


               (i)          Each
Lender agrees that notices and other communications to it hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures approved by Administrative Agent; provided that
the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified Administrative
Agent that it is incapable of receiving notices under Article II by electronic communication; provided further that,
as of the date hereof, each Lender that is a party hereto confirms that it is capable of receiving notices under Article II
by electronic communication. In furtherance of the foregoing, each Lender hereby agrees to notify Administrative Agent in
writing, on or before the date such Lender becomes a party to this Agreement, of such Lender’s e-mail address to which a
notice may be sent (and from time to time thereafter to ensure that Administrative Agent has on record an effective e-mail address
for such Lender). Each of Administrative Agent and Borrower may, in such Person’s discretion, agree to accept notices and
other communications to it hereunder by means of electronic communication pursuant to procedures approved by it; provided that
approval of such procedures may be limited to particular notices or communications.


 






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Unless Administrative Agent otherwise prescribes:           (A)
notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement
from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other
written acknowledgement); provided that, if such notice or other communication is not sent during the normal business hours
of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business
day for the recipient; and (B) notices or communications posted to an Internet or intranet website shall be deemed received upon
the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (A) of notification that
such notice or communication is available and identifying the website address therefor.


 


(ii)          Each Loan Party that is party
hereto hereby acknowledges that: (A) Administrative Agent may make Specified Materials available to Lending Parties by posting
some or all of the Specified Materials on an Electronic Platform; (B) the distribution of materials and information through an
electronic medium is not necessarily secure and that there are confidentiality and other risks associated with any such distribution;
(C) the Electronic Platform is provided and used on an “AS IS,”
“AS AVAILABLE” basis; and (D) neither Administrative
Agent nor any of its Affiliates warrants the accuracy, completeness, timeliness, sufficiency or sequencing of the Specified Materials
posted on the Electronic Platform. Each Loan Party that is a party hereto further acknowledges that certain of the Lending Parties
(each, a “Public Lender”) may have personnel who do not wish to receive material non-public information
with respect to Borrower or its Subsidiaries or Affiliates or the respective securities of any of the foregoing, and who may be
engaged in investment and other market-related activities with respect to such Persons’ securities. Each Loan Party that
is a party hereto hereby agrees that: (1) all Specified Materials that are to be made available to Public Lenders shall be clearly
and conspicuously marked “PUBLIC,” which, at a minimum, shall mean that the word “PUBLIC” shall appear
prominently on the first page thereof; (2) by marking Specified Materials “PUBLIC,” each Loan Party that is a party
hereto shall be deemed to have authorized Lending Parties to treat such Specified Materials as not containing any material non-public
information with respect to each Loan Party that is a party hereto or its securities for purposes of United States federal and
state securities laws (provided that, to the extent such Specified Materials constitute Information, they shall be treated
as set forth in Section 10.07); (3) all Specified Materials marked “PUBLIC”
may be made available through a portion of the Electronic Platform designated “Public Investor” (or words to similar
effect); and (4) Administrative Agent shall be entitled to treat any Specified Materials that are not marked “PUBLIC”
as being suitable only for posting on a portion of the Electronic Platform not designated “Public Investor” (or words
of similar effect).


 


ADMINISTRATIVE
AGENT, ON BEHALF OF ITSELF AND ITS AFFILIATES,
EXPRESSLY AND SPECIFICALLY DISCLAIMS, WITH RESPECT TO THE ELECTRONIC
PLATFORM, DELAYS IN POSTING OR DELIVERY, OR
PROBLEMS ACCESSING THE SPECIFIED MATERIALS POSTED ON
THE ELECTRONIC PLATFORM, AND
ANY LIABILITY FOR ANY LOSSES, COSTS, EXPENSES OR LIABILITIES
THAT MAY BE SUFFERED OR INCURRED IN CONNECTION WITH THE ELECTRONIC PLATFORM.
NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED
OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSES, NON-INFRINGEMENT OF THIRD
PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ADMINISTRATIVE
AGENT OR ANY OF ITS AFFILIATES IN CONNECTION WITH THE
ELECTRONIC PLATFORM.


 



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(iii)           Each
Lender hereby agrees that notice to it in accordance with Section 10.02(b)(i) specifying
that any Specified Materials have been posted to the Electronic Platform shall, for purposes of this Agreement, constitute effective
delivery to such Lender of such Specified Materials. EACH LENDER:
(A) ACKNOWLEDGES THAT THE SPECIFIED MATERIALS,
INCLUDING INFORMATION FURNISHED TO IT BY ANY LOAN PARTY
OR ADMINISTRATIVE AGENT PURSUANT TO, OR
IN THE COURSE OF ADMINISTERING, THE LOAN DOCUMENTS,
MAY INCLUDE MATERIAL, NON-PUBLIC
INFORMATION CONCERNING THE LOAN PARTIES AND THEIR RESPECTIVE
SUBSIDIARIES OR AFFILIATES OR THEIR RESPECTIVE SECURITIES;
AND (B) CONFIRMS THAT: (1) IT
HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL, NON-PUBLIC
INFORMATION; (2) IT WILL HANDLE SUCH MATERIAL, NON-PUBLIC
INFORMATION IN ACCORDANCE WITH SUCH PROCEDURES AND APPLICABLE LAWS, INCLUDE
FEDERAL AND STATE SECURITIES LAWS; AND (3) TO THE EXTENT
IT HAS SUCH A PERSON, IT HAS IDENTIFIED IN ITS ADMINISTRATIVE
DETAIL FORM A CONTACT PERSON WHO MAY RECEIVE SPECIFIED
MATERIALS THAT MAY CONTAIN MATERIAL, NON-PUBLIC
INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAWS.


 


(c)           Change
of Address, Etc. Borrower and Administrative Agent may change their respective address(es), telefacsimile number(s),
telephone number(s) or e-mail address(es) for notices and other communications hereunder by notice to the other parties hereto.
Each Lender may change its address(es), telefacsimile number(s), telephone number(s) or e-mail address(es) for notices and other
communications hereunder by notice to Borrower and Administrative Agent.


 


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


 


Section 10.03           No Waiver;
Cumulative Remedies.


 


No failure
by Administrative Agent or any other Lending Party to exercise, and no delay by any such Person in exercising, any right, remedy,
power or privilege hereunder shall operate as a waiver thereof; no single or partial exercise of any right, remedy, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and
privileges provided by law.


 



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Section
10.04           Expenses; Indemnity; Damage Waiver.


 


(a)          Costs
and Expenses. Borrower shall pay:           (i) subject to clause
(ii) of this Section 10.04(a): (A) all reasonable out-of-pocket expenses (including
all wire transfer and other bank charges incurred in connection with this Agreement) incurred by Administrative Agent, White Oak,
Lenders and their respective Affiliates (including the reasonable fees, charges and disbursements of counsel for Administrative
Agent), the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or
any amendments, modifications or waivers of, or consents relating to, the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated); and (ii) all out-of-pocket expenses incurred by Administrative Agent or
any other Lending Party (including the fees, charges and disbursements of any counsel for Administrative Agent and any other Lending
Party), and shall pay all fees and time charges for attorneys, who may be employees of Administrative Agent or any other Lending
Party, in connection with the enforcement or protection of its rights: (A) in connection with this Agreement and the other Loan
Documents, including its rights under this Section 10.04; or (B) in connection with
the Term Loans made hereunder, including all such out-of-pocket expenses incurred during any workout or restructuring (or negotiations
in connection with the foregoing) in respect of the Term Loans.


 


(b)          Indemnification
by Borrower. Subject to Section 10.04(a), Borrower shall indemnify each
Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses
(including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each
Indemnitee from all fees and time charges and disbursements for attorneys, who may be employees of any Indemnitee, incurred by
any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other Loan Party arising out of, in
connection with, or as a result of: (i) the execution or delivery of this Agreement, any other Loan Document or any document contemplated
hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation
of the transactions contemplated hereby or thereby; (ii) any Term Loan or the use or proposed use of the proceeds therefrom; (iii)
any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Borrower, any Subsidiary
thereof or any other Loan Party, or any Environmental Claim or Environmental Liability related in any way to Borrower, any Subsidiary
thereof or any other Loan Party; or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to
any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower, any
Subsidiary thereof or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, in all cases, whether
or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities
or related expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted
result from the gross negligence or willful misconduct of such Indemnitee. This Section 10.04(b)
shall not apply to Taxes other than any Taxes that constitute losses, claims, damages, liabilities or expenses arising
from any non-Tax action, claim, litigation, investigation or proceeding.


 


(c)           Reimbursement
by Lenders. If Borrower for any reason fails to pay when due any amount that it is required to pay under Section
10.04(a) or Section 10.04(b) to Administrative Agent (or any sub-agent
thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to Administrative Agent (or any such
sub-agent) or such Related Party, as the case may be, such Lender’s pro rata share (based on its Percentage Shares (determined
as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that
the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against Administrative Agent (or any such sub-agent) or any Related Party of any of the foregoing acting for Administrative
Agent (or any such sub-agent) in connection with such capacity. The obligations of Lenders under this subsection (c) are subject
to the provisions of Section 2.10(d).


 



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(d)           Waiver
of Consequential Damages, Etc. To the fullest extent permitted by applicable Laws, each Loan Party that is a party
hereto shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result
of, this Agreement, any other Loan Document or any document contemplated hereby, the transactions contemplated hereby or thereby,
any of the Term Loans or the use of the proceeds thereof. No Indemnitee referred to in Section
10.04(b) shall be liable for any damages arising from the use by unintended recipients of any information or other
materials distributed by it through telecommunications, electronic or other information transmission systems in connection with
this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.


 


(e)          Payments.
All amounts due under this Section 10.04 shall be payable not later than
three Business Days after demand therefor.


 


(f)          Survival.
The agreements in this Section 10.04 shall survive the resignation of Administrative
Agent, the termination of the Aggregate Commitments and the payment in full, satisfaction or discharge of all other Obligations.


 


Section 10.05           Marshalling;
Payments Set Aside.


 


Neither Administrative
Agent nor any other Lending Party shall be under any obligation to marshal any asset in favor of Borrower or any other Person
or against or in payment of any or all of the Obligations. To the extent that any payment by or on behalf of Borrower is made
to Administrative Agent or any other Lending Party, or Administrative Agent or any other Lending Party exercises its right of
setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent
or preferential, set aside or required (including pursuant to any settlement entered into by Administrative Agent or any other
Lending Party in such Person’s discretion) to be repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Bankruptcy Law or otherwise, then: (a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such
setoff had not occurred; and (b) each Lending Party severally agrees to pay to Administrative Agent upon demand its applicable
share (without duplication) of any amount so recovered from or repaid by Administrative Agent plus interest thereon from
the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate. The obligations
of each Lending Party under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the
termination of this Agreement.


 



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Section 10.06           Successors
And Assigns.


 


(a)          Successors
and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby, except that neither Borrower nor any other Loan Party may
assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of Administrative Agent
and each Lending Party, and no Lender may assign or otherwise transfer any of its rights or obligation hereunder except: (i) to
an Eligible Assignee in accordance with the provisions of subsection (b) of this Section 10.06;
(ii) by way of a participation recorded in a Participant Register in accordance with the provisions of subsection (d) of this
Section 10.06; or (iii) by way of pledge or assignment of a security interest subject
to the restrictions of subsection (f) of this Section 10.06; and any other attempted
assignment or transfer by any party hereto shall be null and void. Subject to Section 2.12(d),
nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section
10.06 and, to the extent expressly contemplated hereby, the Related Parties of each of Administrative Agent and each
other Lending Party) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


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


 


(i)          Minimum
Amounts.


 


(A)          in
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment (if any) and the Term Loans
at the time owing to it, no minimum amount need be assigned;


 


(B)           in
any case not described in the immediately preceding subclause (A), the aggregate amount of any Commitment (which, for this purpose,
includes the Outstanding Amount of all Term Loans) or, if the applicable Commitment is not then in effect, the Outstanding Amount
of all Term Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in such Assignment
and Assumption, as of such “Trade Date”) shall not be less than $1,000,000.00, in the case of any assignment in respect
of the Outstanding Amount of the Term Loans, unless (I) Administrative Agent consents (which consent shall not be unreasonably
withheld or delayed) and (II) so long as a Default has not occurred and is continuing), Borrower consents (which consent shall
not be unreasonably withheld or delayed); provided that Borrower shall be deemed to have consented to any such amount unless
it shall have objected thereto by written notice to Administrative Agent within five Business Days following the date it receives
notice of such amount.


 



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(ii)          Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all of the assigning Lender’s
rights and obligations under this Agreement with respect to the Term Loans or Commitment assigned.


 


(iii)          Required
Consents. No consent shall be required for any assignment other than:


 


(A)          any
consent required by Section 10.06(b)(i)(B);


 


(B)          the
consent of Borrower (which consent shall not be unreasonably withheld or delayed); provided that Borrower shall be deemed
to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within
five Business Days following the date it received notice of such assignment; provided further that no consent of Borrower
shall be required under this Section 10.06(b)(iii)(B) if (I) a Default has occurred
and is continuing or (II) such assignment is to an Eligible Assignee; and


 


(C)          the
consent of Administrative Agent (which consent shall not be unreasonably withheld or delayed) if such assignment is: (I) an assignment
of a Commitment to a Person (irrespective of whether such Person is an Eligible Assignee) who does not then have a Commitment;
or (II) an assignment of Term Loans to a Person that is not an Eligible Assignee.


 


(iv)           Assignment
and Assumption. The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee in the amount of $3,500.00; provided that Administrative Agent: (A) may,
in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; and (B) shall waive
such processing and recordation fee in the case of any assignment by a Lender to an Eligible Assignee. The assignee, if it is
not a Lender, shall deliver to Administrative Agent an Administrative Detail Form.


 


(v)           No
Assignment to any Loan Party. No such assignment shall be made to any Loan Party or any of its Affiliates or Subsidiaries.


 


(vi)           No
Assignment to Natural Persons. No such assignment shall be made to a natural person.


 


Subject to acceptance
and recording thereof by Administrative Agent pursuant to subsection (c) of this Section 10.06,
from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this
Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the
assigning Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption
covering all of the assigning Lending Party’s rights and obligations under this Agreement, such Lending Party shall cease
to be a party hereto) but shall continue to be entitled to the benefits of Section 2.07,
Section 2.08 and Section 10.04 with respect
to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall
execute and deliver Notes to the assignee Lending Party. Any assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender
of a participation in such rights and obligations in accordance with subsection (d) of this Section
10.06.


 



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Notwithstanding anything
to the contrary contained in this Agreement or any of the other Loan Documents: (A) no Lender shall be required to comply with
this Section 10.06(b) in connection with any assignment of all or any portion of its
rights and other obligations under or relating to the Term Loans, this Agreement and the other Loan Documents to any Affiliate
of such Lender (other than any Loan Party, any Affiliate thereof or a natural person) or any Approved Fund related to such Lender,
and such Lender shall have no obligation to disclose any such assignment to any such Person; provided that such Lender
shall continue to be liable as a “Lender” under this Agreement and the other Loan Documents until such
time, if at all, that such Lender and such other Person have complied with the provisions of this Section
10.06(b) in order for such other Person to become a “Lender” hereunder; (B) a Lender may
pledge, or grant a security interest in, all or any portion of its rights and other obligations under or relating to the Term
Loans, this Agreement and the other Loan Documents to a financial institution or other funding source (other than any Loan Party,
any Affiliate thereof or any natural person) or any trustee or agent therefor in support of obligations owing by such Lender to
such Person(s); and (C) any Lender which is a fund may pledge, or grant a security interest in, all or any portion of its rights
and other obligations under or relating to the Term Loans, this Agreement and the other Loan Documents to its trustee (except
if such trustee is any Loan Party, any Affiliate thereof or a natural person) in support of its obligation to its trustee; and
(D) no pledge or grant of a security interest pursuant to the immediately preceding clauses (B) or (C) shall release the transferor
Lender from any of its obligations hereunder or under any of the other Loan Documents and such Lender such Lender shall continue
to be liable as a “Lender” under this Agreement and the other Loan Documents until such time, if at
all, that such Lender and such other Person have complied with the provisions of this Section
10.06(b) in order for such other Person to become a “Lender” hereunder.


 


(c)          Register.
Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain at the Administrative
Agent’s Office a copy of each Assignment and Assumption delivered to it and a Register. The entries in the Register shall
be conclusive, and Borrower and Lending Parties may treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by Borrower and each Lender at any reasonable time and from time to time upon reasonable prior written
notice. In addition, at any time that a request for a consent for a material or substantive change to the Loan Documents is pending,
any Lender wishing to consult with other Lenders in connection therewith may request and receive from Administrative Agent a copy
of the Register.


 


(d)          Participations.
Any Lender may at any time, without the consent of, or notice to, Borrower or Administrative Agent, sell participations
to any Person (other than a natural Person, any Loan Party or any Loan Party’s Affiliates or Subsidiaries) (each, a “Participant”)
in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment
and/or the Term Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations
and (iii) Borrower, Administrative Agent and Lenders shall continue to deal solely and directly with such Lender in connection
with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible
for the indemnity under Section 2.08(d) with respect to any payments made by such
Lender to its Participant(s).


 



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Any document pursuant
to which a Lender sells such a participation shall provide that such Person shall retain the sole right to enforce this Agreement
and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other
Loan Documents; provided that such document may provide that such Person will not,
without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to
Section 10.01 that affects such Participant. The Borrower agrees that each Participant
shall be entitled to the benefits of Section 2.07 and Section
2.08, (subject to the requirements and limitations therein) (it being understood that the documentation required under
Section 2.08(g) shall be delivered to the participating Lender)) to the same extent
as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.06(b);
provided that such Participant shall not be entitled to receive any greater payment
under Section 2.07 or Section 2.08, with
respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement
to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.
To the extent permitted by applicable Laws, each Participant also shall be entitled to the benefits of Section
10.08 as though it were a Lender; provided that such Participant agrees
to be subject to Section 2.09 as though it were a Lender. Each Lender that sells a
participation shall, acting solely for this purpose as an agent of Borrower, maintain a register complying with the requirements
of Section 163(f) of the Code on which it enters the name and address of each Participant and the principal amounts of (and stated
interest on) each Participant’s interest in the Term Loans or other obligations under the Loan Documents (the “Participant
Register”); provided that no Lender shall have any obligation
to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating
to a Participant’s interest in any commitments, loans or its other obligations under any Loan Document) to any Person except
to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form
under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive
absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner
of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt,
Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 


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


 


(f)           Electronic
Execution of Assignments. The words “execution,” “signed,”
“signature,” and words of like import in any Assignment and Assumption
shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same
legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as
the case may be, to the extent and as provided for in any applicable Laws, including the Federal Electronic Signatures in Global
and National Commerce Act, the New York State Electronic Signatures and Records Act or any other similar state laws based on the
Uniform Electronic Transactions Act.


 



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Section 10.07           Treatment
Of Certain Information; Confidentiality.


 


Administrative Agent and
each other Lending Party each agrees to maintain the confidentiality of the Information, except that Information may be disclosed
(including by means of the Electronic Platform): (a) to its Affiliates and to its and its Affiliates’ respective partners,
directors, officers, employees, agents, advisors, representatives and funding and financing sources (it being understood that
the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and agree to keep
such Information confidential on the same terms as provided herein); (b) to the extent requested by any regulatory authority,
purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance
Commissioners); (c) to the extent required by applicable Laws or by any subpoena or similar legal process; (d) to any other party
hereto; (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding
relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder; (f) to “Gold
Sheets” or other similar bank trade publications; provided that such information consist solely of deal terms and
other information customarily found in such publications; (g) unless an Event of Default has occurred and is continuing, subject
to an agreement containing provisions substantially the same as those of this Section 10.07
to: (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations
under this Agreement; or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating
to any Loan Party; (h) with the consent of Borrower; or (i) to the extent such Information: (i) becomes publicly available other
than as a result of a breach of this Section 10.07; or (ii) becomes available to Administrative
Agent, any Lending Party or any of their respective Affiliates on a non-confidential basis from a source other any Loan Party
and not in contravention of this Section 10.07. For purposes of this Section
10.07, “Information” means all information (including financial information) received from
any Loan Party relating to such Loan Party or its business, other than any such information that is available to Administrative
Agent or any other Lending Party on a nonconfidential basis, and not in contravention of this Section
10.07, prior to disclosure by such Loan Party. Any Person required to maintain the confidentiality of Information as
provided in this Section 10.07: (A) shall be considered to have complied with
its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information
as such Person would accord to its own confidential information; and (B) shall not disclose any financial information concerning
any Loan Party or its business (including any information based on any such financial information) or use any such financial information
for commercial purposes without the prior written consent of the applicable Loan Party. Notwithstanding the foregoing, each Loan
Party authorizes each Lending Party to make appropriate announcements of the financial arrangements entered into among the Loan
Parties, Administrative Agent, and Lenders, including announcements which are commonly known as “tombstones,” in such
publications and to such selected parties as each Lending Party may in its sole and absolute discretion deem appropriate.


 






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Section 10.08           Right
Of Setoff.


 


If an Event of Default
shall have occurred and be continuing, each of Lending Parties and their respective Affiliates is hereby authorized at any time
and from time to time, to the fullest extent permitted by applicable Laws, to set off and apply any and all deposits (general
or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency)
at any time owing by such Lending Party to or for the credit or the account of Borrower or any other Loan Party against any and
all of the Obligations to such Lending Party or such Affiliate, irrespective of whether or not such Lending Party shall have made
any demand under this Agreement or any other Loan Document and although such obligations of Borrower or such Loan Party may be
contingent or unmatured or are owed to a branch or office of such Lending Party different from the branch or office holding such
deposit or obligated on such obligations. The rights of each Lending Party and its Affiliates under this Section
10.08 are in addition to other rights and remedies (including other rights of setoff) that such Lending Party or its
Affiliates may have. Each Lending Party agrees to notify Borrower and Administrative Agent promptly after any such setoff and
application; provided that the failure to give such notice shall not affect the validity of such setoff and application.
NOTWITHSTANDING THE FOREGOING, NO LENDING
PARTY SHALL EXERCISE, OR ATTEMPT TO EXERCISE,
ANY RIGHT OF SET-OFF, BANKER’S
LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY
OF BORROWER OR ANY OTHER LOAN PARTY
HELD OR MAINTAINED BY SUCH LENDING PARTY WITHOUT THE
PRIOR WRITTEN CONSENT OF ADMINISTRATIVE AGENT.


 


Section 10.09           Interest
Rate Limitation.


 


Notwithstanding
anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall
not exceed the Maximum Rate. If Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum
Rate, the excess interest shall be applied to the principal of the Term Loans or, if it exceeds such unpaid principal, refunded
to Borrower. In determining whether the interest contracted for, charged, or received by Administrative Agent or a Lender exceeds
the Maximum Rate, such Person may, to the extent permitted by applicable Laws: (a) characterize any payment that is not principal
as an expense, fee, or premium rather than interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize,
prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations
hereunder.


 


Section 10.10           Counterparts;
Integration; Effectiveness.


 


This Agreement may be
executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute
the entire agreement among the parties relating to the subject matter hereof and supersede any and all previous documents, agreements
and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section
4.01, this Agreement shall become effective when it shall have been executed and delivered by Administrative Agent
and when Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of
the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telefacsimile or in portable
document format shall be effective as delivery of a manually executed counterpart of this Agreement.


  



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Section
10.11           Survival Of Representations And Warranties.


 


All representations
and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection
herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been
or will be relied upon by Administrative Agent and each Lender, regardless of any investigation made by Administrative Agent or
any Lender or on their behalf and notwithstanding that Administrative Agent or any Lender may have had notice or knowledge of
any Default at the time of the making of any Term Loan, and shall continue in full force and effect as long as any Term Loans
or any other Obligations (other than Unasserted Obligations) have not been paid in full.


 


Section 10.12           
Severability.


 


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


 


Section 10.13           
Patriot Act Notice.


 


Each Lending
Party that is subject to the Patriot Act and Administrative Agent (for itself and not on behalf of any Lending Party) hereby notify
Borrower and each other Loan Party that, pursuant to the requirements of the Patriot Act, they are each required to obtain, verify
and record information that identifies Borrower and each other Loan Party, which information includes the name and address of
Borrower and each other Loan Party and other information that will allow such Lending Party or Administrative Agent, as applicable,
to identify Borrower and each other Loan Party in accordance with the Patriot Act.


 


Section 10.14           
Guaranty .


 


(a)          Guaranty.
Each Affiliate of Borrower party hereto (each, an “Applicable Guarantor”)
unconditionally and irrevocably guarantees to Administrative Agent and the other Lending Parties the full and prompt payment when
due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of the
Obligations (the “Guaranteed Obligations”). The Guaranteed Obligations
include interest that, but for a proceeding under any Bankruptcy Law, would have accrued on such Guaranteed Obligations, whether
or not a claim is allowed against Borrower for such interest in any such proceeding.


 



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(b)          Separate
Obligation. Each Applicable Guarantor acknowledges and agrees that: (i) the Guaranteed Obligations are separate and
distinct from any Debt arising under or in connection with any other document, including under any provision of this Agreement
other than this Section 10.14, executed at any time by such Applicable Guarantor in
favor of Administrative Agent or any other Lending Party; and (ii) such Applicable Guarantor shall pay and perform all of the
Guaranteed Obligations as required under this Section 10.14, and Administrative Agent
and the other Lending Parties may enforce any and all of their respective rights and remedies hereunder, without regard to any
other document, including any provision of this Agreement other than this Section 10.14,
at any time executed by such Applicable Guarantor in favor of Administrative Agent or any other Lending Party, irrespective of
whether any such other document, or any provision thereof or hereof, shall for any reason become unenforceable or any of the Debt
thereunder shall have been discharged, whether by performance, avoidance or otherwise. Each Applicable Guarantor acknowledges
that, in providing benefits to Borrower, Lending Parties are relying upon the enforceability of this Section
10.14 and the Guaranteed Obligations as separate and distinct Debt of such Applicable Guarantor, and each Applicable
Guarantor agrees that Lending Parties would be denied the full benefit of their bargain if at any time this Section
10.14 or the Guaranteed Obligations were treated any differently. The fact that the guaranty is set forth in this Agreement
rather than in a separate guaranty document is for the convenience of Borrower and Applicable Guarantors and shall in no way impair
or adversely affect the rights or benefits of Lending Parties under this Section 10.14.
Each Applicable Guarantor agrees to execute and deliver a separate document, immediately upon request at any time of Administrative
Agent or any other Lending Party, evidencing such Applicable Guarantor’s obligations under this Section
10.14. Upon the occurrence of any Event of Default, a separate action or actions may be brought against such
Applicable Guarantor, whether or not Borrower, any other Applicable Guarantor or any other Person is joined therein or a separate
action or actions are brought against Borrower, any such other Applicable Guarantor or any such other Person.


 


(c)          Limitation
of Guaranty. To the extent that any court of competent jurisdiction shall impose by final judgment under applicable
Laws (including sections 544 and 548 of the Bankruptcy Code) any limitations on the amount of any Applicable Guarantor’s
liability with respect to the Guaranteed Obligations that Administrative Agent or any other Lending Party can enforce under this
Section 10.14, Administrative Agent and the other Lending Parties by their
acceptance hereof accept such limitation on the amount of such Applicable Guarantor’s liability hereunder to the extent
needed to make this Section 10.14 fully enforceable and nonavoidable.


 


(d)          Liability
of Applicable Guarantors. The liability of any Applicable Guarantor under this Section
10.14 shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance
that might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all
Guaranteed Obligations (other than Unasserted Obligations). In furtherance of the foregoing and without limiting the generality
thereof, each Applicable Guarantor agrees as follows:


 


(i)           such
Applicable Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of such Applicable Guarantor
and shall not be contingent upon Administrative Agent’s or any Lending Party’s exercise or enforcement of any remedy
it may have against Borrower or any other Person, or against any collateral or other security for any Guaranteed Obligations;


 


(ii)           this
Guaranty is a guaranty of payment when due and not merely of collectibility;


 


(iii)           Administrative
Agent and the other Lending Parties may enforce this Section 10.14 upon the occurrence
of an Event of Default notwithstanding the existence of any dispute among Administrative Agent and the other Lending Parties,
on the one hand, and Borrower or any other Person, on the other hand, with respect to the existence of such Event of Default;


 



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(iv)           such
Applicable Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify
or abridge such Applicable Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and


 


(v)           such
Applicable Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without
regard to, and shall not be impaired or affected by, nor shall such Applicable Guarantor be exonerated or discharged by, any of
the following events:


 


(A)           any
proceeding under any Bankruptcy Law;


 


(B)           any
limitation, discharge, or cessation of the liability of Borrower or any other Person for any Guaranteed Obligations due to any
statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations
or the Loan Documents;


 


(C)           any
merger, acquisition, consolidation or change in structure of Borrower, any Subsidiary thereof or any other guarantor or Person,
or any sale, lease, transfer or other disposition of any or all of the assets or shares of Borrower or any other Person;


 


(D)           any
assignment or other transfer, in whole or in part, of Administrative Agent’s or any Lending Party’s interests in and
rights under this Agreement (including this Section 10.14) or the other Loan Documents;


 


(E)           any
claim, defense, counterclaim or setoff, other than that of prior performance, that Borrower, such Applicable Guarantor, any other
Guarantor or any other Person may have or assert, including any defense of incapacity or lack of corporate or other authority
to execute any of the Loan Documents;


 


(F)           Administrative
Agent’s or any other Lending Party’s amendment, modification, renewal, extension, cancellation or surrender of any
Loan Document or any Guaranteed Obligations;


 


(G)           Administrative
Agent’s or any Lending Party’s exercise or non-exercise of any power, right or remedy with respect to any Guaranteed
Obligations or any collateral;


 


(H)           Administrative
Agent’s or any Lending Party’s vote, claim, distribution, election, acceptance, action or inaction in any proceeding
under any Bankruptcy Law; or


 



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(I)           any
other guaranty, whether by such Applicable Guarantor or any other Person, of all or any part of the Guaranteed Obligations or
any other indebtedness, obligations or liabilities of Borrower to Administrative Agent or any other Lending Party.


 


(e)          Consents
of Applicable Guarantors.           Each Applicable Guarantor herebyunconditionally
consents and agrees that, without notice to or further assent from such Applicable Guarantor:


 


(i)           the
principal amount of the Guaranteed Obligations may be increased or decreased and additional indebtedness or obligations of Borrower
under the Loan Documents may be incurred and the time, manner, place or terms of any payment under any Loan Document may be extended
or changed, by one or more amendments, modifications, renewals or extensions of any Loan Document or otherwise;


 


(ii)           the
time for Borrower’s (or any other Person’s) performance of or compliance with any term, covenant or agreement on its
part to be performed or observed under any Loan Document may be extended, or such performance or compliance waived, or failure
in or departure from such performance or compliance consented to, all in such manner and upon such terms as Administrative Agent
and the other Lending Parties (as applicable under the relevant Loan Documents) may deem proper;


 


(iii)           Administrative
Agent and the other Lending Parties may request and accept other guaranties and may take and hold security as collateral for the
Guaranteed Obligations, and may, from time to time, in whole or in part, exchange, sell, surrender, release, subordinate, modify,
waive, rescind, compromise or extend such other guaranties or security and may permit or consent to any such action or the result
of any such action, and may apply such security and direct the order or manner of sale thereof; and


 


(iv)           Administrative
Agent or the other Lending Parties may exercise, or waive or otherwise refrain from exercising, any other right, remedy, power
or privilege even if the exercise thereof affects or eliminates any right of subrogation or any other right of such Applicable
Guarantor against Borrower.


 


(f)          Applicable
Guarantor’s Waivers. Each Applicable Guarantor waives and agrees not to assert:


 


(i)           any
right to require Administrative Agent or any other Lending Party to proceed against Borrower, any other Guarantor or any other
Person, or to pursue any other right, remedy, power or privilege of Administrative Agent or any other Lending Party whatsoever;


 


(ii)           the
defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations;


 


(iii)           any
defense arising by reason of any lack of corporate or other authority or any other defense of Borrower, such Guarantor or any
other Person; omissions in the administration of the Guaranteed Obligations;


 



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(iv)any defense based upon Administrative
Agent’s or any Lending Party’s errors or omissions in the administration of the Guaranteed Obligations;







 


(v)           any
rights to set-offs and counterclaims;


 


(vi)           without
limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived
from or afforded by applicable Laws limiting the liability of or exonerating guarantors or sureties, or that may conflict with
the terms of this Section 10.14; and


 


(vii)           any
and all notice of the acceptance of this guaranty, and any and all notice of the creation, renewal, modification, extension or
accrual of the Guaranteed Obligations, or the reliance by Administrative Agent and the other Lending Parties upon this Guaranty,
or the exercise of any right, power or privilege hereunder. The Guaranteed Obligations shall conclusively be deemed to have been
created, contracted, incurred and permitted to exist in reliance upon this Guaranty. Each Applicable Guarantor waives promptness,
diligence, presentment, protest, demand for payment, notice of default, dishonor or nonpayment and all other notices to or upon
Borrower, each Guarantor or any other Person with respect to the Guaranteed Obligations.


 


(g)          Financial
Condition of Borrower. No Applicable Guarantor shall have any right to require Administrative Agent or any other Lending
Party to obtain or disclose any information with respect to: the financial condition or character of Borrower or the ability of
Borrower to pay and perform the Guaranteed Obligations; the Guaranteed Obligations; any collateral or other security for any or
all of the Guaranteed Obligations; the existence or nonexistence of any other guarantees of all or any part of the Guaranteed
Obligations; any action or inaction on the part of Administrative Agent or any other Lending Party or any other Person; or any
other matter, fact or occurrence whatsoever. Each Applicable Guarantor hereby acknowledges that it has undertaken its own independent
investigation of the financial condition of Borrower and all other matters pertaining to this Guaranty and further acknowledges
that it is not relying in any manner upon any representation or statement of Administrative Agent or any other Lending Party with
respect thereto.


 


(h)          Subrogation.
Until the Guaranteed Obligations (other than Unasserted Obligations) shall be paid in full and the Aggregate Commitments
shall be terminated, each Applicable Guarantor shall not have, and shall not directly or indirectly exercise: (i) any rights that
it may acquire by way of subrogation under this Section 10.14, by any payment hereunder
or otherwise; (ii) any rights of contribution, indemnification, reimbursement or similar suretyship claims arising out of this
Section 10.14; or (iii) any other right that it might otherwise have or acquire (in
any way whatsoever) that could entitle it at any time to share or participate in any right, remedy or security of Administrative
Agent or any other Lending Party as against any Borrower or other Guarantors or any other Person, whether in connection with this
Section 10.14, any of the other Loan Documents or otherwise. If any amount shall be
paid to any Applicable Guarantor on account of the foregoing rights at any time when all the Guaranteed Obligations (other than
Unasserted Obligations) shall not have been paid in full, such amount shall be held in trust for the benefit of Administrative
Agent and the other Lending Parties and shall forthwith be paid to Administrative Agent to be credited and applied to the Guaranteed
Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.


  



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(i)          Subordination.
All payments on account of all indebtedness, liabilities and other obligations of Borrower to any Applicable Guarantor or
to any other Subordinated Guarantor, whether now existing or hereafter arising, and whether due or to become due, absolute or
contingent, liquidated or unliquidated, determined or undetermined (the “Applicable Guarantor Subordinated Debt”)
shall be subject, subordinate and junior in right of payment and exercise of remedies, to the extent and in the manner set forth
herein, to the prior payment in full in cash or cash equivalents of the Guaranteed Obligations. As long as any of the Guaranteed
Obligations (other than Unasserted Obligations) shall remain outstanding and unpaid, each Applicable Guarantor shall not accept
or receive any payment or distribution by or on behalf of Borrower or any other Applicable Guarantor, directly or indirectly,
or assets of Borrower or any other Applicable Guarantor, of any kind or character, whether in cash, property or securities, including
on account of the purchase, redemption or other acquisition of Applicable Guarantor Subordinated Debt, as a result of any collection,
sale or other disposition of collateral, or by setoff, exchange or in any other manner, for or on account of the Applicable Guarantor
Subordinated Debt (“Applicable Guarantor Subordinated Debt Payments”), except that, so long as an Event
of Default does not then exist, any Applicable Guarantor shall be entitled to accept and receive payments on its Applicable Guarantor
Subordinated Debt, in accordance with past business practices of such Applicable Guarantor and Borrower (or any other Applicable
Guarantor) and not in contravention of any Law or the terms of the Loan Documents.


 


If any Applicable
Guarantor Subordinated Debt Payments shall be received in contravention of this Section 10.14, such Applicable Guarantor
Subordinated Debt Payments shall be held in trust for the benefit of Administrative Agent and the other Lending Parties and shall
be paid over or delivered to Administrative Agent for application to the payment in full in cash or cash equivalents of all Guaranteed
Obligations remaining unpaid to the extent necessary to give effect to this Section 10.14 after giving effect to any concurrent
payments or distributions to Administrative Agent and the other Lending Parties in respect of the Guaranteed Obligations.


 


(j)          Continuing
Guaranty. This Guaranty is a continuing guaranty and agreement of subordination and shall continue in effect and be binding
upon each Applicable Guarantor until termination of the Aggregate Commitments and payment and performance in full of the Guaranteed
Obligations, including Guaranteed Obligations which may exist continuously or which may arise from time to time under successive
transactions, and each Applicable Guarantor expressly acknowledges that this guaranty shall remain in full force and effect notwithstanding
that there may be periods in which no Guaranteed Obligations exist. This Guaranty shall continue in effect and be binding upon
each Applicable Guarantor until actual receipt by Administrative Agent of written notice from such Applicable Guarantor of its
intention to discontinue this Guaranty as to future transactions (which notice shall not be effective until 11:00 a.m. on the
day that is five Business Days following such receipt); provided that no revocation or termination of this guaranty
shall affect in any way any rights of Administrative Agent, or any Lending Party hereunder with respect to any Guaranteed Obligations
arising or outstanding on the date of receipt of such notice, including any subsequent continuation, extension, or renewal thereof,
or change in the terms or conditions thereof, or any Guaranteed Obligations made or created after such date to the extent made
or created pursuant to a legally binding commitment of any Lending Party in existence as of the date of such revocation (collectively,
“Existing Guaranteed Obligations”), and the sole effect of such notice shall be to exclude from this
Guaranty Guaranteed Obligations thereafter arising which are unconnected to any Existing Guaranteed Obligations.


 




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(k)          Reinstatement.
This Guaranty shall continue to be effective or shall be reinstated and revived, as the case may be, if, for any reason, any
payment of the Guaranteed Obligations by or on behalf of Borrower (or receipt of any proceeds of collateral) shall be rescinded,
invalidated, declared to be fraudulent or preferential, set aside, voided or otherwise required to be repaid to Borrower, its
estate, trustee, receiver or any other Person (including under any Bankruptcy Law), or must otherwise be restored by Administrative
Agent or any other Lending Party, whether as a result of proceedings under any Bankruptcy Law or otherwise. All losses, damages,
costs and expenses that Administrative Agent, or any Lending Party may suffer or incur as a result of any voided or otherwise
set aside payments shall be specifically covered by the indemnity in favor of Administrative Agent and the other Lending Parties
contained in Section 10.04.


 


(l)          Substantial
Benefits. The Credit Extensions provided to or for the benefit of Borrower hereunder by Lending Parties have been and are
to be contemporaneously used for the benefit of Borrower and each Applicable Guarantor. It is the position, intent and expectation
of the parties that Borrower and each Applicable Guarantor have derived and will derive significant and substantial benefits from
the Credit Extensions to be made available by Lending Parties under the Loan Documents. Each Applicable Guarantor has received
at least “reasonably equivalent value” (as such phrase is used in Section 548 of the Bankruptcy Code and in comparable
provisions of other applicable Laws) and more than sufficient consideration to support its obligations hereunder in respect of
the Guaranteed Obligations. Immediately prior to and after and giving effect to the incurrence of each Applicable Guarantor’s
obligations under this Guaranty, such Applicable Guarantor will be Solvent.


 


(m)           KNOWING
AND EXPLICIT WAIVERS. EACH
APPLICABLE GUARANTOR ACKNOWLEDGES THAT IT EITHER HAS
OBTAINED THE ADVICE OF LEGAL COUNSEL OR HAS HAD THE OPPORTUNITY TO OBTAIN SUCH ADVICE IN CONNECTION WITH THE TERMS AND PROVISIONS
OF THIS SECTION 10.14. EACH APPLICABLE
GUARANTOR ACKNOWLEDGES AND AGREES THAT EACH OF THE WAIVERS AND CONSENTS SET FORTH HEREIN
IS MADE WITH FULL KNOWLEDGE OF ITS SIGNIFICANCE AND CONSEQUENCES, THAT ALL SUCH WAIVERS AND
CONSENTS HEREIN ARE EXPLICIT AND KNOWING AND THAT EACH APPLICABLE GUARANTOR
EXPECTS SUCH WAIVERS AND CONSENTS TO BE FULLY ENFORCEABLE.


 


If, while any
Applicable Guarantor Subordinated Debt is outstanding, any proceeding under any Bankruptcy Law is commenced by or against Borrower
or its property, Administrative Agent, when so instructed by Required Lenders, is hereby irrevocably authorized and empowered
(in the name of Lending Parties or in the name of any Applicable Guarantor or otherwise), but shall have no obligation, to demand,
sue for, collect and receive every payment or distribution in respect of all Applicable Guarantor Subordinated Debt and give acquittances
therefor and to file claims and proofs of claim and take such other action (including voting the Applicable Guarantor Subordinated
Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of Administrative
Agent and the other Lending Parties; and each Applicable Guarantor shall promptly take such action as Administrative Agent (on
instruction from Required Lenders) may reasonably request: (A) to collect the Applicable Guarantor Subordinated Debt for the account
of the Lending Parties and to file appropriate claims or proofs of claim in respect of the Applicable Guarantor Subordinated Debt;
(B) to execute and deliver to Administrative Agent such powers of attorney, assignments and other instruments as it may request
to enable it to enforce any and all claims with respect to the Applicable Guarantor Subordinated Debt; and (C) to collect and
receive any and all Applicable Guarantor Subordinated Debt Payments.


 



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Section
10.15           Time Of The Essence.


 


Time is of the essence of the Loan Documents.


 


Section 10.16           Governing
Law; Jurisdiction; Etc.


 


(a)          Governing
Law. This Agreement Shall Be Governed By, And Construed In Accordance With, The Laws Of The State Of New York, Without Regard
To Principles Of Conflicts Of Law Other Than New York General Obligations Law 5-1401 And 5-1402).


 


(b)          Submission
To Jurisdiction. Each Of The Parties Hereto Irrevocably And Unconditionally Submits, For Itself And Its Property, To The Nonexclusive
Jurisdiction Of The Courts Of The Supreme Court Of The State Of New York Sitting In New York County In The Borough Of Manhattan
And Of The United States District Court For The Southern District Of New York, And Any Appellate Court From Any Thereof, In Any
Action Or Proceeding Arising Out Of Or Relating To This Agreement Or Any Other Loan Document To Which Each Is A Party, Or For
Recognition Or Enforcement Of Any Judgment, And Each Of The Parties Hereto Irrevocably And Unconditionally Agrees That All Claims
In Respect Of Any Such Action Or Proceeding May Be Heard And Determined In Such State Courts Or, To The Fullest Extent Permitted
By Applicable Laws, In Such Federal Courts. 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 In Any Other Loan Document Shall Affect Any Right That Administrative Agent Or Any Other Lending
Party May Otherwise Have To Bring Any Action Or Proceeding Relating To This Agreement Or Any Other Loan Document Against Any Loan
Party Or Any Of Its Properties In The Courts Of Any Other Jurisdiction.


 


(c)          Waiver
Of Venue. Each Of The Parties Hereto Irrevocably And Unconditionally Waives, To The Fullest Extent Permitted By Applicable Laws,
Any Objection That It May Now Or Hereafter Have To The Laying Of Venue Of Any Action Or Proceeding Arising Out Of Or Relating
To This Agreement Or Any Other Loan Document In Any Court Referred To In Subsection (b) Of This Section 10.16. Each Of The Parties
Hereto Hereby Irrevocably Waives, To The Fullest Extent Permitted By Applicable Laws, The Defense Of An Inconvenient Forum To
The Maintenance Of Such Action Or Proceeding In Any Such Court.


 


(d)          Service
Of Process. Each Of The Parties Hereto Irrevocably Consents To Service Of Process In The Manner Provided For Notices In Section
10.02. Nothing In This Agreement Will Affect The Right Of Any Party Hereto To Serve Process In Any Other Manner Permitted By Applicable
Laws.


 



    	107



     

    

  


Section
10.17           Waiver Of Right To Jury Trial.


 


TO THE EXTENT
PERMITTED BY APPLICABLE LAWS, EACH OF THE PARTIES HERETO HEREBY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM.


 


[signature
Pages Follow.]


 






    	108



     

    

 


In
Witness Whereof, the parties hereto have caused this Agreement to be duly executed as  of the date first written above.


 


Borrower:


 


VaultLogix, LLC,


a
Delaware limited Liability company 


 


	By:	/s/
    Lawrence Sands	 
	Name:	Lawrence Sands	 
	Title:	Secretary	 




 


Applicable Guarantors:


 


Data Protection Services,
L.L.C.,


a Delaware limited liability company


 


	By:	/s/
    Lawrence Sands	 
	Name:	
    Lawrence Sands	 
	Title:	Secretary	 












 


U.S. Data Security Acquisition,
LLC,


a Delaware limited liability company


 


	By:	/s/
    Lawrence Sands	 
	Name:	
    Lawrence Sands	 
	Title:	Secretary	 




 


U.s. Data Security Corporation,


a Nevada corporation


 


	By:	/s/
    Lawrence Sands	 
	Name:	
    Lawrence Sands	 
	Title:	Secretary	 




 






    	109



     

    







 


	Administrative
                                         Agent:	 
	 	 
	White
    Oak Global Advisors, Llc,	 
	a
    Delaware limited Liability company 	 
	 	 	 
	By:	/s/
    Barbara McKee	 
	Name:	Barbara Mckee	 
	Title:	Managing
    Member	 
	 	 	 
	Lenders:	 
	 	 
	Macquarie
    Us Trading Llc	 
	 	 	 
	By:	/s/
    Robert M. Perdock	 
	Name:	Robert
    M. Perdock	 
	Title:	Managing
    Director	 
	 	 	 
	By:	/s/
    Vincent Basulto	 
	Name:	Vincent
    Basulto	 
	Title:	Managing
    Director	 










 


 


110