Exhibit 10.1


 


	



        

         

        CREDIT
        AGREEMENT

         

         

        dated
        as of

         

         

        April
        13, 2021

         

         

        among

         

         

        REV
        GROUP, INC.,

        as the Borrower

        

        The Lenders Party Hereto

        

        and

        

        JPMORGAN CHASE BANK, N.A.,

        as Administrative Agent

        __________________________

         

         

        JPMORGAN
        CHASE BANK, N.A.,

        U.S. BANK NATIONAL ASSOCIATION

        and

        BMO HARRIS BANK N.A.,

        as Joint Bookrunners and Joint Arrangers

        

        and

        

        JPMORGAN CHASE BANK, N.A.

        and

        BMO HARRIS BANK N.A.,

        as Co-Collateral Agents

        

        and

        

        CIBC BANK USA,

        as Co-Documentation Agent

         

         



 


ASSET
BASED LENDING


 




    	 



    	 



    


TABLE
OF CONTENTS


 




	ARTICLE
    I Definitions	1
	Section
    1.01   Defined Terms	1
	Section
    1.02   Classification of Loans and Borrowings	49
	Section
    1.03   Terms Generally	49
	Section
    1.04   Accounting Terms; GAAP	49
	Section
    1.05   Interest Rates; LIBOR Notifications	50
	Section
    1.06   [Reserved]	50
	Section
    1.07   Status of Obligations	50
	Section
    1.08   Letters of Credit	51
	Section
    1.09   Divisions	51
	ARTICLE
    II The Credits	51
	Section
    2.01   Commitments	51
	Section
    2.02   Loans and Borrowings.	51
	Section
    2.03   Requests for Revolving Borrowings	52
	Section
    2.04   Protective Advances	53
	Section
    2.05   Swingline Loans and Overadvances.	53
	Section
    2.06   Letters of Credit.	55
	Section
    2.07   Funding of Borrowings.	59
	Section
    2.08   Interest Elections.	60
	Section
    2.09   Termination and Reduction of Commitments; Increase in Revolving Commitments.	61
	Section
    2.10   Repayment and Amortization of Loans; Evidence of Debt.	63
	Section
    2.11   Prepayment of Loans.	64
	Section
    2.12   Fees.	65
	Section
    2.13   Interest.	65
	Section
    2.14   Alternate Rate of Interest; Illegality	66
	Section
    2.15   Increased Costs.	68
	Section
    2.16   Break Funding Payments	69
	Section
    2.17   Withholding of Taxes; Gross-Up	70
	Section
    2.18   Payments Generally; Allocation of Proceeds; Sharing of Setoffs.	73
	Section
    2.19   Mitigation Obligations; Replacement of Lenders.	75
	Section
    2.20   Defaulting Lenders	76
	Section
    2.21   Returned Payments	78
	Section
    2.22   Banking Services and Swap Agreements	79
	ARTICLE
    III Representations and Warranties	79
	Section
    3.01   Organization; Powers	79
	Section
    3.02   Authorization; Enforceability	79
	Section
    3.03   Governmental Approvals; No Conflicts	79
	Section
    3.04   Financial Condition; No Material Adverse Change.	80
	Section
    3.05   Properties	80
	Section
    3.06   Litigation and Environmental Matters.	80
	Section
    3.07   Compliance with Laws and Agreements; No Default	80
	Section
    3.08   Investment Company Status	81
	Section
    3.09   Taxes	81
	Section
    3.10   ERISA	81
	Section
    3.11   Disclosure	81
	Section 3.12   [Reserved]	81



 




    i 


     


    
	Section
    3.13   Solvency.  The Borrower and its Restricted Subsidiaries taken as a whole are Solvent.	81
	Section
    3.14   Insurance	81
	Section
    3.15   Capitalization and Subsidiaries	81
	Section
    3.16   Security Interest in Collateral	82
	Section
    3.17   Employment Matters	82
	Section
    3.18   Margin Regulations	82
	Section
    3.19   Use of Proceeds	82
	Section
    3.20   No Burdensome Restrictions	82
	Section
    3.21   Anti-Corruption Laws and Sanctions	82
	Section
    3.22   [Reserved]	83
	Section
    3.23   Common Enterprise	83
	Section
    3.24   Affected Financial Institutions	83
	Section
    3.25   Plan Assets; Prohibited Transactions	83
	ARTICLE
    IV Conditions	83
	Section
    4.01   Effective Date	83
	Section
    4.02   Each Credit Event	87
	ARTICLE
    V Affirmative Covenants	88
	Section
    5.01   Financial Statements; Borrowing Base and Other Information	88
	Section
    5.02   Notices of Material Events	91
	Section
    5.03   Existence; Conduct of Business	92
	Section
    5.04   Payment of Obligations	92
	Section
    5.05   Maintenance of Properties	92
	Section
    5.06   Books and Records; Inspection Rights	93
	Section
    5.07   Compliance with Laws and Material Contractual Obligations	93
	Section
    5.08   Use of Proceeds	93
	Section
    5.09   Accuracy of Information	94
	Section
    5.10   Insurance	94
	Section
    5.11   [Reserved]	94
	Section
    5.12   Appraisals	94
	Section
    5.13   Depository Banks	94
	Section
    5.14   Designation of Subsidiaries	95
	Section
    5.15   Additional Collateral; Further Assurances.	95
	Section
    5.16   Post-Closing Obligations.	96
	ARTICLE
    VI Negative Covenants	97
	Section
    6.01   Indebtedness	97
	Section
    6.02   Liens	100
	Section
    6.03   Fundamental Changes.	103
	Section
    6.04   Investments, Loans, Advances, Guarantees and Acquisitions	104
	Section
    6.05   Asset Sales	106
	Section
    6.06   Sale and Leaseback Transactions	107
	Section
    6.07   Swap Agreements	107
	Section
    6.08   Restricted Payments; Certain Payments of Indebtedness.	107
	Section
    6.09   Transactions with Affiliates	109
	Section
    6.10   Restrictive Agreements	109
	Section
    6.11   Amendment of Material Documents	110
	Section
    6.12   Environmental Covenant	110
	Section
    6.13   Fixed Charge Coverage Ratio	110



 



    ii 


     


    
	ARTICLE
    VII Events of Default	111
	ARTICLE
    VIII The Administrative Agent	113
	Section
    8.01   Authorization and Action	113
	Section
    8.02   Administrative Agent's Reliance, Limitation of Liability, Etc.	116
	Section
    8.03   Posting of Communications.	117
	Section
    8.04   The Administrative Agent Individually	118
	Section
    8.05   Successor Administrative Agent.	118
	Section
    8.06   Acknowledgements of Lenders and Issuing Bank.	119
	Section
    8.07   Collateral Matters.	121
	Section
    8.08   Credit Bidding	122
	Section
    8.09   Certain ERISA Matters.	123
	Section
    8.10   Flood Laws	124
	ARTICLE
    IX Miscellaneous	124
	Section
    9.01   Notices.	124
	Section
    9.02   Waivers; Amendments.	125
	Section
    9.03   Expenses; Limitation of Liability Indemnity; Etc.	128
	Section
    9.04   Successors and Assigns	130
	Section
    9.05   Survival	134
	Section
    9.06   Counterparts; Integration; Effectiveness; Electronic Execution.	134
	Section
    9.07   Severability	135
	Section
    9.08   Right of Setoff	135
	Section
    9.09   Governing Law; Jurisdiction; Consent to Service of Process.	136
	Section
    9.10   WAIVER OF JURY TRIAL; JUDICIAL REFERENCE PROVISION	137
	Section
    9.11   Headings	139
	Section
    9.12   Confidentiality	139
	Section
    9.13   Several Obligations; Nonreliance; Violation of Law	140
	Section
    9.14   USA PATRIOT Act	140
	Section
    9.15   Disclosure	140
	Section
    9.16   Appointment for Perfection	140
	Section
    9.17   Interest Rate Limitation	140
	Section
    9.18   Marketing Consent	141
	Section
    9.19   Acknowledgement and Consent to Bail-In of Affected Financial Institutions	141
	Section
    9.20   No Fiduciary Duty, etc	141
	Section
    9.21   Acknowledgement Regarding Any Supported QFCs	142
	Section
    9.22   Release of Guarantors	143
	Section
    9.23   .	
	ARTICLE
    X Loan Guaranty	143
	Section
    10.01   Guaranty	143
	Section
    10.02   Guaranty of Payment	144
	Section
    10.03   No Discharge or Diminishment of Loan Guaranty.	144
	Section
    10.04   Defenses Waived	144
	Section
    10.05   Rights of Subrogation	145
	Section
    10.06   Reinstatement; Stay of Acceleration	145
	Section
    10.07   Information	145
	Section
    10.08   Termination	145
	Section
    10.09   Taxes	146
	Section
    10.10   Maximum Liability	146
	Section
    10.11   Contribution.	146
	Section
    10.12   Liability Cumulative	147







    iii 


     


    
	Section
    10.13   Keepwell	147




 






    iv 


     


    

SCHEDULES:


 


	Commitment Schedule	 	 	 
	Schedule
    1.1(a)	--	Floor Planning Programs	 
	Schedule
    1.1(b)	--	Retail Sales Programs	 
	Schedule
    1.1(c)	 --	Inventory Finance
    Programs	 
	Schedule
    1.2	--	Required Mortgaged
    Properties	 
	Schedule
    2.06	--	Existing Letters of
    Credit	 
	Schedule
    3.15	--	Capitalization and
    Subsidiaries	 
	Schedule
    5.16	--	Post-Closing Obligations	 
	Schedule
    6.01	--	Existing Indebtedness	 
	Schedule
    6.02	--	Existing Liens	 
	Schedule
    6.04(b)	--	Existing Investments	 
	Schedule
    6.04(o)	 --	Existing Dealer Loans	 
	Schedule
    6.10	--	Existing Restrictions	 





 


EXHIBITS:


 


	Exhibit A	--	Form
    of Assignment and Assumption	 
	Exhibit
    B	--	[Reserved]	 
	Exhibit
    C	--	Form of Borrowing
    Base Certificate	 
	Exhibit
    D	--	Form of Compliance
    Certificate	 
	Exhibit
    E	--	Joinder Agreement	 
	Exhibit
    F-1	--	U.S. Tax Certificate
    (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes)	 
	Exhibit
    F-2	--	U.S. Tax Certificate
    (For Foreign Participants that are not Partnerships for U.S. Federal Income Tax Purposes)	 
	Exhibit
    F-3	--	U.S. Tax Certificate
    (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes)	 
	Exhibit
    F-4	--	U.S. Tax Certificate
    (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes)	 



 



    v 


    Table of Contents 
 


    

CREDIT
AGREEMENT dated as of April 13, 2021 (as it may be amended or modified from time to time, this "Agreement") among
REV GROUP, INC., as Borrower, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as
Administrative Agent.


 


The
parties hereto agree as follows:


 


ARTICLE
I


 




Definitions


 


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


 


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


 


"Acceptable
Floor Planning Program" means the floor planning programs of the Borrower or any of its Restricted Subsidiaries, including
without limitation any related Loss Pool Agreements, existing on the Effective Date and described on Schedule 1.1(a) and
any floor planning program established by the Borrower or any of its Restricted Subsidiaries after the Effective Date, including
without limitation any related Loss Pool Agreements, in either case, pursuant to which a financial institution acceptable to the
Administrative Agent in its Permitted Discretion (each a "Floor Plan Lender") agrees to (i) finance the purchase
of Inventory by the Borrower's or any other Loan Party's Dealers and (ii) pay to the Borrower or such other Loan Party for Accounts
arising from sales of Inventory to such Dealers, in each case, pursuant to documentation in form and substance satisfactory to
the Administrative Agent in its Permitted Discretion.


 


"Acceptable
Retail Sales Program" means the retail sales programs of the Borrower or any of its Restricted Subsidiaries, including
without limitation any related Loss Pool Agreements, existing on the Effective Date and described on Schedule 1.1(b) and
any retail sales program established by the Borrower or any of its Restricted Subsidiaries after the Effective Date, including
without limitation any related Loss Pool Agreements, in either case, pursuant to which a financial institution acceptable to the
Administrative Agent in its Permitted Discretion (each a "Retail Sales Lender") agrees to (i) finance the purchase
or lease of motor vehicles by the Borrower's or any other Loan Party's customers (or customers of a Dealer) and (ii) pay
to the Borrower or such other Loan Party for Accounts arising from sales or leases of such motor vehicles to such customer, in
each case, pursuant to documentation in form and substance satisfactory to the Administrative Agent in its Permitted Discretion.


 


"Acceptable
Inventory Finance Program" means the Inventory finance programs of the Borrower or any of its Restricted Subsidiaries,
existing on the Effective Date and described on Schedule 1.1(c) and any Inventory finance programs established by the Borrower
or any of its Restricted Subsidiaries after the Effective Date, pursuant to which a financial institution acceptable to the Administrative
Agent in its Permitted Discretion (each a "Inventory Finance Lender") agrees to finance the purchase of Large
Scale Inventory by the Borrower or any such Restricted Subsidiary, in each case, pursuant to documentation in form and substance
satisfactory to the Administrative Agent in its Permitted Discretion.


 


"Account"
has the meaning assigned to such term in the Security Agreement.


 


"Account
Debtor" means any Person obligated on an Account.


 


"Acquisition"
means any transaction, or any series of related transactions, consummated on or after the Effective Date, by which any Loan Party
(a) acquires any going business or all or substantially all of the assets of any Person, whether through purchase of assets,
merger or otherwise or (b) directly or


 




     


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indirectly
acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of
votes) of the Equity Interests of a Person which has ordinary voting power for the election of directors or other similar management
personnel of a Person (other than Equity Interests having such power only by reason of the happening of a contingency) or a majority
of the outstanding Equity Interests of a Person.


 


"Adjusted
LIBO Rate" means, with respect to any Eurodollar Borrowing for any Interest Period or for any ABR Borrowing, an interest
rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period
multiplied by (b) the Statutory Reserve Rate.


 


"Administrative
Agent" means JPMCB, in its capacity as administrative agent for the Lenders hereunder, and its successors, including
any successor administrative agent arising under Section 9.04.


 


"Administrative
Questionnaire" means an Administrative Questionnaire completed by a Lender or an Issuing Bank in a form supplied by the
Administrative Agent.


 


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


 


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


 


"Agent-Related
Person" has the meaning assigned to it in Section 9.03(d).


 


"Aggregate
Credit Exposure" means, at any time, the aggregate Credit Exposure of all the Lenders at such time.


 


"Aggregate
Revolving Commitment" means, at any time, the aggregate of the Revolving Commitments of all of the Lenders, as increased
or reduced from time to time pursuant to the terms and conditions hereof. As of the Effective Date, the Aggregate Revolving Commitment
is $550,000,000.


 


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


 


"ALTA"
means the American Land Title Association.


 


"Alternate
Base Rate" means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b)
the NYFRB Rate in effect on such day plus 1⁄2 of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such
day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the purpose
of this definition, the Adjusted LIBO Rate for any day shall be based on the LIBO Screen Rate (or if the LIBO Screen Rate is not
available for such one month Interest Period, the Interpolated Rate) at approximately 11:00 a.m. London time on such day. Any
change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective
from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively.
If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14 (for the avoidance of doubt,
only until the Benchmark Replacement has been determined pursuant to Section 2.14(c)), then the Alternate Base Rate shall
be the greater of clause (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of
doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 1.25%, such rate shall be deemed
to be 1.25% for purposes of this Agreement.


 




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


 


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


 


"Applicable
Unused Line Fee Rate" means, for any day, with respect to the unused line fees payable hereunder, the applicable rate
per annum set forth below under the caption "Applicable Unused Line Fee Rate" based upon the average daily Aggregate
Revolving Exposure as a percentage of the Aggregate Revolving Commitment during the most recently ended calendar quarter of the
Borrower; provided that the "Applicable Unused Line Fee Rate" shall be the applicable rates per annum set forth
below in Category 2 during the period from the Effective Date to, and including, the last day of the calendar quarter of the Borrower
ending on or about June 30, 2021:


 


	Average
    daily Aggregate Revolving Exposure	Applicable
    Unused Line Fee Rate
	Category
1

< 50%
	0.375%
	Category
2

        ≥
50%
	0.25%


 


For
purposes of the foregoing, each change in the Applicable Unused Line Fee Rate resulting from a change in average daily Revolving
Exposure shall be effective during the period commencing on and including the first day of each calendar quarter of the Borrower
and ending on the last day of such calendar quarter, it being understood and agreed that, for purposes of determining the Applicable
Unused Line Fee Rate on the first day of any calendar quarter of the Borrower, the average Revolving Exposure during the most
recently ended calendar quarter of the Borrower shall be used.


 


"Applicable
Parties" has the meaning assigned to it in Section 8.03(c).


 


"Applicable
Percentage" means, with respect to any Lender, (a) with respect to Revolving Loans, LC Exposure, Overadvances or Swingline
Loans, a percentage equal to a fraction the numerator of which is such Lender's Revolving Commitment and the denominator of which
is the Aggregate Revolving Commitment (provided that, if the Revolving Commitments have terminated or expired, the Applicable
Percentages shall be determined based upon such Lender's share of the Aggregate Revolving Exposure at that time), and (b) with
respect to Protective Advances or with respect to the Aggregate Credit Exposure, a percentage based upon its share of the Aggregate
Credit Exposure and the unused Commitments; provided that, in accordance with Section 2.20, so long as any Lender
shall be a Defaulting Lender, such Defaulting Lender's Commitment shall be disregarded in the calculations under clauses (a) and
(b) above.


 


"Applicable
Rate" means, for any day, with respect to any Loan, the applicable rate per annum set forth below under the caption "Revolver
ABR Spread" or "Revolver Eurodollar Spread", as the case may be, based upon the Borrower's Fixed Charge Coverage
Ratio as of the most recent determination date, provided that the "Applicable Rate" shall be the applicable rates
per annum set forth below in Category 2 during the period from the Effective Date to, and including, the last day of the
fiscal quarter of the Borrower ending on or about July 31, 2021:


 




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	Fixed Charge

    Coverage Ratio	Revolver

    ABR

    Spread	Revolver

    Eurodollar

    Spread
	Category
    1

    3 1.75 to 1.0	0.50%	1.50%
	Category
    2

    < 1.75 to 1.0 but

    3 1.25 to 1.0	0.75%	1.75%
	Category
    3

    < 1.25 to 1.0	1.00%	2.00%



 




For
purposes of the foregoing, (a) the Applicable Rate shall be determined as of the end of each fiscal quarter of the Borrower
based upon the Borrower's annual or quarterly consolidated financial statements delivered pursuant to Section 5.01 and (b) each
change in the Applicable Rate resulting from a change in the Fixed Charge Coverage Ratio shall be effective during the period
commencing on and including the date of delivery to the Administrative Agent of such consolidated financial statements indicating
such change and ending on the date immediately preceding the effective date of the next such change, provided that the
Fixed Charge Coverage Ratio shall be deemed to be in Category 3 at the option of the Administrative Agent or
at the request of the Required Lenders if the Borrower fails to deliver the annual or quarterly consolidated financial statements
required to be delivered by it pursuant to Section 5.01, during the period from the expiration of the time for delivery thereof
until such consolidated financial statements are delivered.


 


If
at any time the Administrative Agent in its Permitted Discretion determines that such financial statements upon which the Applicable
Rate was determined were incorrect (whether based on a restatement, fraud or otherwise), the Borrower shall be required to retroactively
pay any additional amount that the Borrower would have been required to pay if such financial statements had been accurate at
the time they were delivered.


 


"Approved
Electronic Platform" has the meaning assigned to it in Section 8.03(a).


 


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


 


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


 


"Availability"
means, at any time, an amount equal to (a) the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing
Base minus (b) the Aggregate Revolving Exposure (calculated, with respect to any Defaulting Lender, as if such
Defaulting Lender had funded its Applicable Percentage of all outstanding Borrowings).


 


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


 


"Available
Tenor" means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor
for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be
used for determining the length of an Interest


 




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Period
pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is
then-removed from the definition of "Interest Period" pursuant to clause (g) of Section 2.14.


 


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


 


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


 


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


 


"Banking
Services Obligations" means any and all obligations of the Loan Parties and their Subsidiaries, whether absolute or contingent
and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof
and substitutions therefor) in connection with Banking Services with respect to which notice has been delivered to the Administrative
Agent pursuant to Section 2.22 to the extent such notice is required.


 


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


 


"Bankruptcy
Code" means Title 11 of the United States Code entitled "Bankruptcy", as now and hereafter in effect, or any
successor statute.


 


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


 


"Benchmark"
means, initially, LIBO Rate; provided that if a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in
Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to LIBO Rate or the then-current
Benchmark, then "Benchmark" means


 




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the
applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant
to clause (c) or clause (d) of Section 2.14.


 


"Benchmark
Replacement" means, for any Available Tenor, the first alternative set forth in the order below that can be determined
by the Administrative Agent for the applicable Benchmark Replacement Date:


 


(1)       the
sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;


 


(2)       the
sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;


 


(3)       the
sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement
for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation
of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving
or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated
syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment;


 


provided
that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service
that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; provided further
that, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, upon the occurrence of a Term
SOFR Transition Event, and the delivery of a Term SOFR Notice, on the applicable Benchmark Replacement Date the "Benchmark
Replacement" shall revert to and shall be deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement
Adjustment, as set forth in clause (1) of this definition (subject to the first proviso above).


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


(1)       in
the case of clause (1) or (2) of the definition of "Benchmark Transition Event," the later of (a) the date of the public
statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the
published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such
Benchmark (or such component thereof);


 


(2)       in
the case of clause (3) of the definition of "Benchmark Transition Event," the date of the public statement or publication
of information referenced therein;


 


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


 


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


 


For
the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier
than, the Reference Time in respect of any determination, the Benchmark


 




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Replacement
Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the "Benchmark Replacement
Date" will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence
of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the
published component used in the calculation thereof).


 


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


 


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


 


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


 


(3)       a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof)
are no longer representative.


 


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


 


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


 


"Benefit
Plan" means any of (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA) that is subject to
Title I of ERISA and (b) a "plan" as defined in Section 4975 of the Code to which Section 4975 of the Code applies.


 


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


 


"Blocking
Regulation" has the meaning assigned to it in Section 3.21.


 




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"BMO"
means BMO Harris Bank, N.A.


 


"Borrower"
means REV Group, Inc., a Delaware corporation.


 


"Borrowing"
means (a) Revolving Borrowing, (b) a Swingline Loan, (c) a Protective Advance and (d) an Overadvance.


 


"Borrowing
Base" means, at any time, the sum of (a) 85% of the Loan Parties' Eligible Accounts at such time, plus
(b) the lesser of (i) 70% of the Loan Parties' Eligible Inventory at such time, valued at the lower of cost or market
value, determined on a first-in-first-out basis (net of freight and net of any amounts payable with respect to chassis, taxes,
standard cost overstatements, intercompany profit and similar costs) and (ii) the product of 85% multiplied by the
Net Orderly Liquidation Value percentage identified in the most recent inventory appraisal ordered by the Administrative Agent
multiplied by the Loan Parties' Eligible Inventory, plus (c) the Fixed Asset Component, plus
(d) 100% of Eligible Cash minus (e) Reserves. The Administrative Agent may, in its Permitted Discretion,
establish additional standards of eligibility, implement new Reserves or adjust existing Reserves. The Borrowing Base at any time
shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant
to Section 5.01(g) of this Agreement, as adjusted pursuant to this Agreement.


 


Notwithstanding
the foregoing, with respect to any Accounts and Inventory acquired in connection with any Permitted Acquisition, (x) to the extent
the aggregate value of all such Accounts and Inventory that have not been subject to a field examination and appraisal do not
exceed 25% of the Borrowing Base then in effect, such Accounts and Inventory will be included in the calculation of the Borrowing
Base; provided that the advance rates applicable to such Accounts and Inventory will be 10% less than the advance rates otherwise
applicable to such type of asset (as determined by the Administrative Agent in its Permitted Discretion) until the completion
of an appraisal and field examination of such Accounts and Inventory, in each case, with results satisfactory to the Administrative
Agent in its Permitted Discretion and (y) to the extent the aggregate value of all such Accounts and Inventory that have not been
subject to a field examination and appraisal exceeds 25% of the Borrowing Base then in effect, such Accounts and Inventory may
be included in the calculation of the Borrowing Base; provided that the advance rates applicable to such Accounts and Inventory
will be 15% less than the advance rates otherwise applicable to such type of asset (as determined by the Administrative Agent
in its Permitted Discretion) until the completion of an appraisal and field examination of such Accounts and Inventory, in each
case, with results satisfactory to the Administrative Agent in its Permitted Discretion; provided further that if the Borrower
delivers a Borrowing Base Certificate demonstrating the aggregate value of all Accounts and Inventory that have not been subject
to a field examination and appraisal exceeds 25% of the Borrowing Base then in effect, the Administrative Agent may commence a
field examination and appraisal with respect to all or such portion of such assets as the Administrative Agent may determine and
any such field examination or appraisal shall not count towards the caps on field examinations or appraisals in Sections 5.06
and 5.12.


 


"Borrowing
Base Certificate" means a certificate, signed and certified as accurate and complete by a Financial Officer, in substantially
the form of Exhibit C or another form which is acceptable to the Administrative Agent in its sole discretion.


 


"Borrowing
Request" means a request by the Borrower for a Revolving Borrowing in accordance with Section 2.03.


 


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


 


"Business
Day" means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized
or required by law to remain closed; provided that, when used in


 




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connection
with a Eurodollar Loan, the term "Business Day" shall also exclude any day on which banks are not open for general
business in London.


 


"California
Guarantor" means El Dorado National California, Inc., a California corporation, and each other Loan Guarantor that delivers
a deed of trust to the Administrative Agent encumbering California Property.


 


"California
Property" means real property located in the State of California.


 


"Capacity"
means Capacity of Texas, Inc., a Texas corporation.


 


"Capital
Expenditures" means, without duplication, any expenditure or commitment to expend money for any purchase or other acquisition
of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Borrower and its Restricted
Subsidiaries prepared in accordance with GAAP (including, without duplication, the principal amount of all rental obligations
attributable thereto incurred by the Borrower and its Restricted Subsidiaries under capital leases), and excluding (i) the purchase
price of Permitted Acquisitions and (ii) purchases made with the proceeds of Dispositions permitted under Section 6.05 and insurance
coverage or condemnation proceeds).


 


"Capital
Lease Obligations" of any Person means the obligations of such Person to pay rent or other amounts under any lease of
(or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required
to be classified and accounted for as capital leases or financing leases (and not, for the avoidance of doubt, as an operating
lease) on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP; provided that all obligations of any Person that are or would be characterized
as operating lease obligations in accordance with GAAP on December 22, 2017 (whether or not such operating lease obligations
were in effect on such date) shall continue to be accounted for as operating lease obligations (and not as Capital Lease Obligations)
for purposes of this Agreement regardless of any change in GAAP following such date that would otherwise require such obligations
to be recharacterized (on a prospective or retroactive basis or otherwise) as Capital Lease Obligations.


 


"Captive
Insurance Subsidiary" means any Subsidiary of the Borrower that is subject to regulation as an insurance company.


 


"Cash
Dominion Period" means the period commencing on the day on which Specified Availability, as calculated by the Administrative
Agent, is less than the greater of (a) 15.0% of the Line Cap and (b) $40,000,000 for five (5) consecutive Business Days, and ending
on the Business Day on which the daily Specified Availability, as calculated by the Administrative Agent, is greater than the
greater of (a) 15.0% of the Line Cap and (b) $40,000,000 for a period of 30 consecutive days; provided, that (A) a
Cash Dominion Period may not be deemed to have ended under this definition on more than three (3) occasions in any period
of 365 consecutive days and (B) the expiration of any Cash Dominion Period in accordance with this definition shall not impair
the commencement of any subsequent Cash Dominion Period.


 


"Change
in Control" means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person
or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date
hereof) other than the Sponsor, of Equity Interests representing more than 35% of the aggregate ordinary voting power represented
by the issued and outstanding Equity Interests of the Borrower; (b) any other Person other than Sponsor shall have the power (whether
or not exercised ) by contract or otherwise, to elect a majority of the seats (other than vacant seats) on the board of directors
(or other governing body) of the Borrower; or (c) the acquisition of direct or indirect Control of the Borrower by any Person
or group other than Sponsor. Notwithstanding the preceding sentence or any provision of Rule 13d-3 of the Exchange Act (as in
effect on the Effective Date), a person


 




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or
“group” shall not be deemed to beneficially own securities subject to an equity or asset purchase agreement, merger
agreement or similar agreement (or voting or option or similar agreement related thereto), in each case, entered into after the
Effective Date, until the consummation of the transactions contemplated by such agreement.


 


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


 


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


 


"Class",
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving
Loans, Swingline Loans or Protective Advances or Overadvances.


 


"Co-Collateral
Agents" means individually and collectively, JPMCB and BMO, in their capacity as co-collateral agents hereunder.


 


"Co-Documentation
Agents" means individually and collectively, JPMCB and CIBC Bank USA, in their capacity as co-documentation agents hereunder.


 


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


 


"Collateral"
has the meaning assigned to such term in the Security Agreement.


 


"Collateral
Access Agreement" has the meaning assigned to such term in the Security Agreement.


 


"Collateral
Documents" means, collectively, the Security Agreement, the Mortgages and any other agreements, instruments and documents
executed in connection with this Agreement that are intended to create, perfect or evidence Liens to secure the Secured Obligations,
including, without limitation, all other security agreements, pledge agreements, mortgages, deeds of trust, pledges, assignments,
financing leases and financing statements, whether theretofore, now or hereafter executed by any Loan Party and delivered to the
Administrative Agent.


 


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


 


"Commercial
LC Exposure" means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding commercial Letters
of Credit plus (b) the aggregate amount of all LC Disbursements relating to commercial Letters of Credit that
have not yet been reimbursed by or on behalf of the Borrower. The


 




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Commercial
LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the aggregate Commercial LC Exposure at
such time.


 


"Commitment"
means, with respect to each Lender, the sum of such Lender's Revolving Commitment, together with the commitment of such Lender
to acquire participations in Protective Advances hereunder. The initial amount of each Lender's Commitment is set forth on the
Commitment Schedule, or in the Assignment and Assumption or other documentation or record (as such term is defined in Section
9-102(a)(70) of the New York Uniform Commercial Code) as provided in Section 9.04(b)(ii)(C), pursuant to which such Lender shall
have assumed its Commitment, as applicable.


 


"Commitment
Schedule" means the Schedule attached hereto identified as such.


 


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


 


"Communications"
has the meaning assigned to such term in Section 8.03(c).


 


"Compliance
Certificate" means a certificate of a Financial Officer in substantially the form of Exhibit D.


 


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


 


"Contingent
Acquisition Consideration" means any earnout obligation or similar deferred or contingent obligation of any Loan Party
or any Subsidiary incurred or created, and payable in cash (and, for the avoidance of doubt, not by the issuance of Equity Interests
in Borrower) in connection with a Permitted Acquisition (not including purchase price adjustments, working capital adjustments,
customary indemnification obligations, transaction-specific escrows and non-cash performance agreements with employees).


 


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


 


"Controlled
Investment Affiliate" means, with respect to any Person, any other Person that (a) directly or indirectly, is in Control
of, is Controlled by, or is under common Control with, such Person and (b) is organized by such Person primarily for the purpose
of making equity or debt investments in one or more companies but excluding, for the avoidance of doubt, any portfolio companies
of such Person.


 


"Controlled
Disbursement Account" means, collectively, the account designated in writing as such by the Borrower and the Administrative
Agent, and any replacement or additional accounts of the Borrower maintained with the Administrative Agent as a zero balance,
cash management account pursuant to and under any agreement between the Borrower and the Administrative Agent, as modified and
amended from time to time, and through which all disbursements of the Borrower, any other Loan Party and any designated Subsidiary
of the Borrower are made and settled on a daily basis with no uninvested balance remaining overnight.


 


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


 




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"Covenant
Testing Period" means the period commencing on the day on which Specified Availability, as calculated by the Administrative
Agent, is less than the greater of (a) 15.0% of the Line Cap and (b) $40,000,000, and ending on the Business Day when Specified
Availability, as calculated by the Administrative Agent, has exceeded the greater of (a) 15.0% of the Line Cap and (b) $40,000,000
for 30 consecutive days.


 


"Covered
Entity" means any of the following:


 


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


 


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


 


(iii)       a
"covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


 


"Covered
Party" has the meaning assigned to it in Section 9.21.


 


"Credit
Exposure" means, as to any Lender at any time, the sum of such Lender's Revolving Exposure at such time.


 


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


 


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


 


"Dealer"
means any Person that has entered into a dealer sales and service agreement or other similar agreement with a Loan Party.


 


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


 


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


 


"Defaulting
Lender" means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid,
to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline
Loans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of
clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender's good
faith determination that a condition precedent to funding (specifically identified and including the particular Default, if any)
has not been satisfied, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement, to
the effect that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing
or public statement indicates that such position is based on such Lender's good faith determination that a condition precedent
(specifically identified and including the particular Default, if any) to funding a Loan under this Agreement cannot be satisfied)
or generally under other


 




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agreements
in which it commits to extend credit, (c) has failed, within three Business Days after request by a Credit Party, acting
in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations
(and is financially able to meet such obligations as of the date of certification) to fund prospective Loans and participations
in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to
be a Defaulting Lender pursuant to this clause (c) upon such Credit Party's receipt of such certification in form and substance
satisfactory to it and the Administrative Agent, or (d) has become the subject of (i) a Bankruptcy Event or (ii) a Bail-In
Action.


 


"Deficiency
Funding Date" has the meaning assigned to such term in Section 2.05(a).


 


"Designation
Date" has the meaning assigned to such term in Section 5.14.


 


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


 


"Disposition"
or "Dispose" means the sale, transfer, license, lease or other disposition (in one transaction or in a series
of transactions and whether effected pursuant to a Division or otherwise) of any property by any Person (including any sale and
leaseback transaction and any issuance of Equity Interests by a Subsidiary of such Person (other than directors' qualifying shares
or shares required by applicable law to be held by a Person other than the Borrower or a Restricted Subsidiary)), including any
sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and
claims associated therewith.


 


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


 


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


 


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


 


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


 


"dollars"
or "$" refers to lawful money of the U.S.


 


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


 


"Early
Opt-in Election" means, if the then-current Benchmark is LIBO Rate, the occurrence of:


 


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


 




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


 


"EBITDA"
means, for any period, Net Income for such period plus (a) without duplication and to the extent deducted in
determining Net Income for such period, the sum of (i) Interest Expense for such period, (ii) income tax expense for
such period, (iii) all amounts attributable to depreciation and amortization expense for such period, (iv) any extraordinary
non-cash charges for such period, (v) any other non-cash charges for such period (but excluding (A) any non-cash charge
in respect of an item that was included in Net Income in a prior period and (B) any non-cash charge that relates to the write-down
or write-off of inventory), (vi) expenses of Sponsor and its Affiliates permitted by Section 6.09(h), (vii)(1) Transaction Costs
and (2) out-of-pocket fees, costs and expenses incurred in connection with any amendment, waivers or modifications of this Agreement
and the other Loan Documents (whether or not consummated), (viii)(1) transaction costs relating to Permitted Acquisitions and
non-ordinary course Investments and dispositions permitted under this Agreement, provided that the aggregate amount for all add-backs
pursuant to this sub-clause (viii)(1) with respect to non-consummated transactions shall not exceed $7,500,000 in any fiscal year
and (2) non-recurring fees, cash charges and other cash expenses incurred in connection with the issuance of capital stock of
the Borrower or non-ordinary course Indebtedness or the extinguishment of Indebtedness or redemption, retirement or acquisition
of capital stock of the Borrower, in each case to the extent permitted under this Agreement, and (ix)(1) Restructuring Charges
and any unusual, non-recurring or extraordinary losses, charges or expenses and (2) pro forma "run rate" cost savings,
operating expense reductions and synergies that are reasonably identifiable, factually supportable (it is understood and agreed
that "run rate" means the full recurring benefit for a period that is associated with any action taken, committed to
be taken or expected to be taken) and projected by the Borrower in good faith to result from actions that have been taken or with
respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower)
within 18 months after the end of the period, provided that the aggregate amount added back pursuant to this clause (ix) in any
period shall not exceed 20% of EBITDA for such period (with such calculation being made prior to giving effect to this sub-clause
(ix), minus (b) without duplication and to the extent included in Net Income, (i) any cash payments made
during such period in respect of non-cash charges described in clause (a)(v) taken in a prior period, (ii) any tax benefits received
during such period and (iii) any extraordinary gains and any non-cash items of income for such period, all calculated for the
Borrower and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP.


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


"Eligible
Accounts" means, at any time, the Accounts (including Floor Plan Accounts) of a Loan Party which the Administrative Agent
determines in its Permitted Discretion (and so long as no Event of Default exists, following (to the extent practicable) reasonable
prior notice to the Borrower of at least three (3) Business Days and with a reasonable opportunity for the Borrower to consult
with the Administrative Agent during such period, and in any event exercised consistent with past practices with respect to the
Accounts of the Loan Parties) are eligible as the basis for the extension of Revolving Loans and Swingline Loans and the issuance
of Letters of Credit. Without limiting the Administrative Agent's discretion provided herein, Eligible Accounts shall not include
any Account:


 


(a)       which
is not subject to a first priority perfected security interest in favor of the Administrative Agent;


 


(b)       which
is subject to any Lien other than (i) a Lien in favor of the Administrative Agent and (ii) a Permitted Encumbrance which
does not have priority over the Lien in favor of the Administrative Agent;


 


(c)       (i) with
respect to which the scheduled due date is more than 60 days after the date of the original invoice therefor (or 90 days solely
with respect to Accounts of Capacity), (ii) which is unpaid more than 90 days after the date of the original invoice therefor
(or 120 days solely with respect to Accounts of Capacity) or more than 60 days after the original due date therefor, or (iii)
which has been written off the books of the Loan Parties or otherwise designated as uncollectible;


 


(d)       which
is owing by an Account Debtor for which more than 50% of the Accounts owing from such Account Debtor and its Affiliates are ineligible
pursuant to clause (c) above;


 


(e)       which
is owing by an Account Debtor to the extent the aggregate amount of Accounts owing from such Account Debtor and its Affiliates
to the Loan Parties exceeds 20% of the aggregate Eligible Accounts of the Loan Parties;


 


(f)       with
respect to which any covenant, representation or warranty contained in this Agreement or in the Security Agreement has been breached
or is not true;


 


(g)       which
(i) does not arise from the sale of goods or performance of services in the ordinary course of business, (ii) is not
evidenced by an invoice or other documentation satisfactory to the Administrative Agent which has been sent to the Account Debtor,
(iii) represents a progress billing, (iv) is contingent upon a Loan Party's completion of any further performance, (v) represents
a sale on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase
or return basis (excluding any repurchase obligation arising under (x) any repurchase agreement entered into by a Loan Party in
connection with an Acceptable Floor Planning Program or (y) repurchase obligations arising under applicable law in favor of the


 




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respective
Loan Party's Dealers, but in either case, only to the extent such Floor Plan Lender or Dealer, as applicable, has not exercised
the right to cause such Loan Party to repurchase any vehicle) or a credit card sale or (vi) relates to payments of interest;


 


(h)       for
which the goods giving rise to such Account have not been shipped to the Account Debtor or for which the services giving rise
to such Account have not been performed by a Loan Party or if such Account was invoiced more than once;


 


(i)       with
respect to which any check or other instrument of payment has been returned uncollected for any reason;


 


(j)       which
is owed by an Account Debtor which has (i) applied for, suffered, or consented to the appointment of any receiver, custodian,
trustee, or liquidator of its assets, (ii) had possession of all or a material part of its property taken by any receiver,
custodian, trustee or liquidator, (iii) filed, or had filed against it, any request or petition for liquidation, reorganization,
arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary case under any state or federal
bankruptcy laws, (iv) admitted in writing its inability, or is generally unable to, pay its debts as they become due, (v) become
insolvent, or (vi) ceased operation of its business;


 


(k)       which
is owed by any Account Debtor which has sold all or substantially all of its assets;


 


(l)       which
is owed by an Account Debtor which (i) does not maintain its chief executive office in the U.S. or Canada or (ii) is
not organized under applicable law of the U.S., any state of the U.S., or the District of Columbia, Canada, or any province of
Canada unless, in any such case, such Account is backed by a Letter of Credit acceptable to the Administrative Agent which is
in the possession of, and is directly drawable by, the Administrative Agent;


 


(m)       which
is owed in any currency other than U.S. or Canadian dollars;


 


(n)       which
is owed by (i) any government (or any department, agency, public corporation, or instrumentality thereof) of any country
other than the U.S. unless such Account is backed by a Letter of Credit acceptable to the Administrative Agent which is in the
possession of, and is directly drawable by, the Administrative Agent, or (ii) any government of the U.S., or any department,
agency, public corporation, or instrumentality thereof, unless the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C.
§ 3727 et seq. and 41 U.S.C. § 15 et seq.), and any other steps necessary to perfect the Lien of the Administrative
Agent in such Account have been complied with to the Administrative Agent's satisfaction (provided that up to $20,000,000 of such
Accounts at any time shall not be ineligible solely due to this clause (ii));


 


(o)       which
is owed by any Affiliate of any Loan Party or any employee, officer, director, agent or stockholder of any Loan Party or any of
its Affiliates;


 


(p)       which,
for any Account Debtor, exceeds a credit limit determined by the Administrative Agent in its Permitted Discretion, to the extent
of such excess;


 


(q)       which
is owed by an Account Debtor or any Affiliate of such Account Debtor to which any Loan Party is indebted (unless such Account
Debtor or Affiliate has executed an agreement in favor of the Administrative Agent in form and substance satisfactory to the Administrative
Agent in its Permitted Discretion waiving such rights), but only to the extent of


 




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such
indebtedness, or is subject to any security, deposit, progress payment, retainage or other similar advance made by or for the
benefit of an Account Debtor, in each case to the extent thereof;


 


(r)       which
is subject to any counterclaim, deduction, defense, setoff or dispute (unless the applicable Account Debtor has executed an agreement
in favor of the Administrative Agent in form and substance satisfactory to the Administrative Agent in its Permitted Discretion
waiving such rights) but only to the extent of any such counterclaim, deduction, defense, setoff or dispute;


 


(s)       which
is evidenced by any promissory note, chattel paper or instrument unless Borrower has delivered to the Administrative Agent the
original copy of such promissory note, chattel paper or instrument such that the Administrative Agent has "control"
under the UCC (provided that so long as no Cash Dominion Period is then in effect, up to $30,000,000 of Accounts which are evidenced
by chattel paper at any time shall not be ineligible solely due to this clause (s));


 


(t)       which
is owed by an Account Debtor which is a Sanctioned Person;


 


(u)       with
respect to which a Loan Party has made any agreement with the Account Debtor for any reduction thereof, other than discounts and
adjustments given in the ordinary course of business (unless the applicable Account Debtor has executed an agreement in favor
of the Administrative Agent in form and substance satisfactory to the Administrative Agent in its Permitted Discretion waiving
such rights) but only to the extent of any such reduction, or any Account which was partially paid and the applicable Loan Party
created a new receivable for the unpaid portion of such Account;


 


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


 


(w)       which
is for goods that have been sold under a purchase order or pursuant to the terms of a contract or other agreement or understanding
(written or oral) that indicates or purports that any Person other than a Loan Party has or has had an ownership interest in such
goods, or which indicates any party other than a Loan Party as payee or remittance party;


 


(x)       which
was created on cash on delivery terms;


 


(y)       which
constitute Rebate Accounts;


 


(z)       which
consist of pre-paid commissions from Dealers; or


 


(aa)which
are subject to a Specified SCF Agreement.


 


In
the event that an Account which was previously an Eligible Account ceases to be an Eligible Account hereunder, the Borrower shall
notify the Administrative Agent thereof on and at the time of submission to the Administrative Agent of the next Borrowing Base
Certificate. In determining the amount of an Eligible Account, the face amount of an Account may, in the Administrative Agent's
Permitted Discretion, be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount
of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance
charges or other allowances (including any amount that a Loan Party may be obligated to rebate to an Account Debtor pursuant to
the terms of any agreement or understanding


 




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(written
or oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not yet applied by the applicable
Loan Party to reduce the amount of such Account.


 


"Eligible
Cash" means the lesser of (a) unrestricted cash of the Borrower held in a deposit account maintained in the United
States with the Administrative Agent or a Lender (acceptable to the Administrative Agent in its Permitted Discretion) as security
for the Obligations, and in which the Administrative Agent has a first priority perfected security interest and which is subject
to a Deposit Account Control Agreement, which shall also provide daily access to balance information for the Administrative Agent
and (b) $15,000,000.


 


"Eligible
Equipment" means the Equipment and which the Administrative Agent determines in its Permitted Discretion is eligible
(and so long as no Event of Default exists, following (to the extent practicable) reasonable prior notice to the Borrower of at
least three (3) Business Days and with a reasonable opportunity for the Borrower to consult with the Administrative Agent during
such period, and in any event exercised consistent with past practices with respect to the Equipment of the Loan Parties) as the
basis for the extension of Revolving Loans and Swingline Loans and the issuance of Letters of Credit and which meets each of the
following requirements:


 


(a)       a
Loan Party has good title to such Equipment;


 


(b)       a
Loan Party has the right to subject such Equipment to a Lien in favor of the Administrative Agent; such Equipment is subject to
a first priority perfected Lien in favor of the Administrative Agent and is free and clear of all other Liens of any nature whatsoever
(except for Permitted Encumbrances which do not have priority over the Lien in favor of the Administrative Agent);


 


(c)       the
full purchase price for such Equipment has been paid by a Loan Party;


 


(d)       such
Equipment is located on premises (i) owned by a Loan Party, which premises are subject to a first priority perfected Lien
in favor of the Administrative Agent, or (ii) leased by a Loan Party where (x) the lessor has delivered to the Administrative
Agent a Collateral Access Agreement or (y) a Reserve for rent, charges, and other amounts due or to become due during any
three-month period with respect to such facility has been established by the Administrative Agent in its Permitted Discretion;


 


(e)       such
Equipment is in good working order and condition (ordinary wear and tear excepted) and is used or held for use by a Loan Party
in the ordinary course of business of the Borrower;


 


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


 


(g)       such
Equipment does not constitute "Fixtures" under the applicable laws of the jurisdiction in which such Equipment is located.


 


"Eligible
Inventory" means, at any time, the Inventory of a Loan Party which the Administrative Agent determines in its Permitted
Discretion is eligible (and so long as no Event of Default exists, following (to the extent practicable) reasonable prior notice
to the Borrower of at least three (3) Business Days and with a reasonable opportunity for the Borrower to consult with the Administrative
Agent during such period, and in any event exercised consistent with past practices with respect to the Inventory of the Loan


 




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Parties)
as the basis for the extension of Revolving Loans and Swingline Loans and the issuance of Letters of Credit. Without limiting
the Administrative Agent's discretion provided herein, Eligible Inventory shall not include any Inventory:


 


(a)       which
is not subject to a first priority perfected Lien in favor of the Administrative Agent;


 


(b)       which
is subject to any Lien other than (i) a Lien in favor of the Administrative Agent and (ii) a Permitted Encumbrance which
does not have priority over the Lien in favor of the Administrative Agent;


 


(c)       which
is, as determined by the Administrative Agent in its Permitted Discretion, slow moving, obsolete, unmerchantable, defective (and
not able to be remediated), unfit for sale, not salable at prices approximating at least the cost of such Inventory in the ordinary
course of business or unacceptable due to age, type, category and/or quantity, including, without limitation, Inventory constituting
chassis that have been owned by a Loan Party for more than 18 months;


 


(d)       with
respect to which any covenant, representation or warranty contained in this Agreement or in the Security Agreement has been breached
or is not true and which does not conform to all standards imposed by any Governmental Authority;


 


(e)       in
which any Person other than a Loan Party shall (i) have any direct or indirect ownership, interest or title or (ii) be
indicated on any purchase order or invoice with respect to such Inventory as having or purporting to have an interest therein;


 


(f)       (i)
which is not finished goods, work-in-process, spare or replacement parts, subassemblies or raw materials or (ii) which constitutes
packaging and shipping material, manufacturing supplies, samples, prototypes (not intended for sale), displays or display items
(provided that at any time up to $25,000,000 of prototypes, displays or display items constituting Inventory shall not be ineligible
solely due to this clause (f)), bill-and-hold or ship-in-place goods, goods that are returned or marked for return, repossessed
goods, defective or damaged goods, goods held on consignment, or goods which are not of a type held for sale in the ordinary course
of business;


 


(g)       (x)
which is not located in the U.S. or (y) is in transit outside of the U.S. with a common carrier from vendors and suppliers, unless
with respect to clause (y),


 


(i)       the
Administrative Agent shall have received (1) a true and correct copy of the bill of lading and other shipping documents for
such Inventory and (2) evidence of satisfactory casualty insurance naming the Administrative Agent as lender loss payee and
otherwise covering such risks as the Administrative Agent may reasonably request,


 


(ii)       the
bill of lading is negotiable and the Administrative Agent shall have received (1) confirmation that the bill is issued in
the name of the Borrower and consigned to the order of the Administrative Agent, and an acceptable agreement has been executed
with the Borrower's customs broker, in which the customs broker agrees that it holds the negotiable bill as agent for the Administrative
Agent and has granted the Administrative Agent access to the Inventory, (2) confirmation that the Borrower has paid for the
goods, and (3) an estimate from the Borrower of the customs duties and customs fees associated with such Inventory in order
to establish an appropriate Reserve,


 




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(iii)       the
common carrier is not an Affiliate of the applicable vendor or supplier, and


 


(iv)       the
customs broker is not an Affiliate of the Borrower;


 


(h)       which
is located in any location leased by a Loan Party unless (A) (i) the lessor has delivered to the Administrative Agent a Collateral
Access Agreement or (ii) a Reserve for rent, charges and other amounts due or to become due during any three-month period
with respect to such facility has been established by the Administrative Agent in its Permitted Discretion and (B) at least $100,000
of Inventory of the Loan Parties is located at such location;


 


(i)       which
is located in any third party warehouse or is in the possession of a bailee (other than a third party processor) and is not evidenced
by a Document, unless (A) (i) such warehouseman or bailee has delivered to the Administrative Agent a Collateral Access Agreement
and such other documentation as the Administrative Agent may require and/or (ii) an appropriate Reserve for amounts due or
to become due during any three-month period with respect to such facility has been established by the Administrative Agent in
its Permitted Discretion and (B) at least $100,000 of Inventory of the Loan Parties is located at such third party warehouse or
in possession of such bailee;


 


(j)       which
is being processed offsite at a third party location or outside processor, or is in-transit to or from such third party location
or outside processor, unless (A) (i) such processor has delivered to the Administrative Agent a Collateral Access Agreement and
such other documentation as the Administrative Agent may require and (ii) a reasonably appropriate Reserve has been established
by the Administrative Agent in its Permitted Discretion and (B) at least $100,000 of Inventory of the Loan Parties is located
at such outside processor;


 


(k)       which
is a discontinued product or component thereof;


 


(l)       which
is the subject of a consignment by a Loan Party as consignor unless (A)(i) the consignee has delivered to the Administrative Agent
a Collateral Access Agreement or (ii) a Reserve with respect thereto has been established by the Administrative Agent in
its Permitted Discretion and (B) at least $100,000 of Inventory of the Loan Parties is in possession of such consignee;


 


(m)       which
is perishable;


 


(n)       licensed
Inventory unless a consent in form and substance satisfactory to the Administrative Agent in its Permitted Discretion has been
obtained from the holder of such intellectual property rights or the Administrative Agent is otherwise satisfied in its Permitted
Discretion that it may sell or otherwise dispose of such Inventory without (i) infringing the rights of such licensor, (ii) violating
any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties
incurred pursuant to sale of such Inventory under the current licensing agreement;


 


(o)       which
is not reflected in a current perpetual inventory report of the Loan Parties (provided that Inventory of the Midwest Automotive
division of REV Recreation Group, Inc., REV Renegade LLC and the Brandon division of Spartan Fire, LLC and up to $20,000,000 (or
such higher amount as the Required Lenders may approve in their sole discretion) of other Inventory at any time shall not be ineligible
solely due to this clause (o));


 


(p)       for
which reclamation rights have been asserted by the seller;


 




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


 


(r)       with
respect to any chassis or other Inventory subject to a document of title, the respective Loan Party is not in possession of a
manufacturer's statement of origin, certificate of origin, or other document of title issued in its name with respect to such
chassis or other Inventory;


 


(s)       Inventory
produced in violation of the Fair Labor Standards Act and subject to the so-called "hot goods" provisions contained
in Title 29 U.S.C. 215(a)(i) or any replacement statute; or


 


(t)       leased
Inventory.


 


In
the event that Inventory which was previously Eligible Inventory ceases to be Eligible Inventory hereunder, the Borrower shall
notify the Administrative Agent thereof on and at the time of submission to the Administrative Agent of the next Borrowing Base
Certificate.


 


"Eligible
Real Property" means the real property listed on Schedule 1.2 that is owned by a Loan Party and (a) that
is acceptable in the Permitted Discretion of the Administrative Agent for inclusion in the Borrowing Base, (b) in respect
of which an appraisal report has been delivered to the Administrative Agent in form, scope and substance satisfactory to the Administrative
Agent in its Permitted Discretion, (c) in respect of which the Administrative Agent is satisfied in its Permitted Discretion
that all actions necessary in order to create perfected first priority Lien on such real property have been, or upon consummation
of the Transactions on the Effective Date will be taken, including the filing and recording of Mortgages, (d) in respect
of which an environmental assessment report has been completed and delivered to the Administrative Agent in form and substance
satisfactory to the Administrative Agent in its Permitted Discretion and which does not indicate any pending, threatened or existing
Environmental Liability or noncompliance with any Environmental Law, (e) which is adequately protected by fully-paid valid
title insurance with endorsements and in amounts acceptable to the Administrative Agent in its Permitted Discretion, insuring
that the Administrative Agent, for the benefit of the Lenders and the other Secured Parties, shall have a perfected first priority
Lien on such real property, evidence of which shall have been provided in form and substance satisfactory to the Administrative
Agent in its Permitted Discretion, and (f) if required by the Administrative Agent: (i) an ALTA survey has been delivered
for which all necessary fees have been paid and which is dated no more than 180 days prior to the date on which the applicable
Mortgage is recorded, certified to the Administrative Agent and the issuer of the title insurance policy in a manner satisfactory
to the Administrative Agent in its Permitted Discretion by a land surveyor duly registered and licensed in the state in which
such real property is located and acceptable to the Administrative Agent in its Permitted Discretion, and shows all buildings
and other improvements, any offsite improvements, the location of any easements, parking spaces, rights of way, building setback
lines and other dimensional regulations and the absence of material encroachments, either by such improvements or on to such property,
and other material defects, other than (I) Permitted Encumbrances, (II) encroachments and defects that do not materially detract
from the value of the affected property or materially interfere with the ordinary conduct of business of the Borrower or any Restricted
Subsidiary and (III) other encroachments and other defects acceptable to the Administrative Agent; (ii) in respect of which
local counsel for the Borrower or other Loan Party in states in which such real property is located have delivered a customary
letter of opinion with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and
substance satisfactory to the Administrative Agent in its Permitted Discretion; and (iii) in respect of which the Borrower
shall have used its reasonable best efforts to obtain estoppel certificates executed by all tenants of such real property and
such other consents, agreements and confirmations of lessors and third parties have been delivered as the Administrative Agent
may deem necessary in its Permitted Discretion, together with evidence that all other actions that the Administrative Agent may
deem necessary in its Permitted Discretion in order to create perfected first priority Liens on the real property described in
the Mortgages have been taken.


 




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"Employee
Benefit Plan" means any Benefit Plan which provides benefits to employees of a Loan Party or a Subsidiary thereof or
with respect to which a Loan Party or Subsidiary thereof has (or in the last six years had) an obligation to make contributions,
including a potential obligation as the result of being an ERISA Affiliate.


 


"Environmental
Laws" means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to (a) the environment, (b)
preservation or reclamation of natural resources, (c) the management, Release or threatened Release of any Hazardous Material
or (d) health and safety matters (in each case, to the extent related to exposure to or management of Hazardous Materials).


 


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


 


"Equipment"
has the meaning assigned to such term in the Security Agreement.


 


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


 


"ERISA"
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated
thereunder.


 


"ERISA
Affiliate" means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as
a single employer under Section 414(b) or (c) of the Code or Section 4001(14) of ERISA or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.


 


"ERISA
Event" means (a) any "reportable event", as defined in Section 4043 of ERISA or the regulations issued
thereunder, with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the failure to
satisfy the "minimum funding standard" (as defined in Section 412 of the Code or Section 302 of ERISA) with
respect to a Plan, whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c)
of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan or any Plan being treated as
"at risk" under Section 430(i) of the Code; (d) the incurrence by the Borrower or any ERISA Affiliate of any liability
under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate
from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee
to administer any Plan; (f) the incurrence by the Borrower or any ERISA Affiliate of any liability with respect to the withdrawal
or partial withdrawal of the Borrower or any ERISA Affiliate from any Plan or Multiemployer Plan; (g) the receipt by the
Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate
of any notice, concerning the imposition upon the Borrower or any ERISA Affiliate of Withdrawal Liability or a determination that
a Multiemployer Plan is, or is expected to be, insolvent, or in endangered or critical status, within the meaning of Title IV
of ERISA or Section 432 of the Code; or (h) a determination by a Governmental


 




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Authority
that any Employee Benefit Plan intended by a Loan Party to be qualified under Section 401(a) of the Code is not so qualified.


 


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


 


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


 


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


 


"Excluded
Subsidiary" means (i) any Foreign Subsidiary, (ii) any wholly-owned Domestic Subsidiary of the Borrower if all of its
assets (other than an immaterial portion thereof) consist of equity (as determined for United States income tax purposes) of one
or more entities described in clause (i) of this definition, (iii) any wholly-owned Domestic Subsidiary of a Subsidiary of the
Borrower described in clause (i) of this definition, (iv) any Subsidiary of a Person described in the foregoing clauses (i), (ii)
and (iii), (v) any Immaterial Subsidiary, (vi) any Captive Insurance Subsidiary, (vii) any wholly-owned Domestic Subsidiary
of the Borrower to the extent that the entering into by that Subsidiary of the Loan Guaranty is prohibited by applicable law or
by any contractual obligation existing on the Effective Date or at the time such Subsidiary becomes a Subsidiary (provided that
such contractual obligation is not entered into in contemplation of such Subsidiary becoming a Subsidiary) (including any requirement
to obtain the consent of a Governmental Authority or other third party other than a Loan Party, a Subsidiary thereof, the Sponsor
or any Affiliate thereof), (viii) any Unrestricted Subsidiary, or (ix) any other Subsidiary with respect to which, in the
reasonable judgment of the Administrative Agent and at the sole discretion of the Administrative Agent, the cost or other consequences
of providing a Loan Guaranty shall be excessive in view of the benefits to be obtained by the Lenders therefrom. Notwithstanding
the foregoing, no Loan Party with assets in the Borrowing Base shall be an Excluded Subsidiary.


 


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


 


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


 




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applicable
interest in a Loan, Letter of Credit or Commitment or to such Lender immediately before it changed its lending office; (c) Taxes
attributable to such Recipient's failure to comply with Section 2.17(f); and (d) any withholding Taxes imposed under
FATCA.


 


"Existing
Letter of Credit" means each letter of credit issued prior to the Effective Date by BMO and listed on Schedule 2.06.


 


"Extenuating
Circumstance" means any period during which the Administrative Agent has determined in its Permitted Discretion (a) that
due to unforeseen and/or nonrecurring circumstances, it is impractical and/or not feasible to submit or receive a Borrowing Request
or Interest Election Request by email or fax or through Electronic System, and (b) to accept a Borrowing Request or Interest Election
Request telephonically.


 


"FCA"
has the meaning assigned to such term in Section 1.05.


 


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


 


"Federal
Funds Effective Rate" means, for any day, the rate calculated by the NYFRB based on such day's federal funds transactions
by depositary institutions (as determined in such manner as shall be set forth on the NYFRB's Website from time to time) and published
on the next succeeding Business Day by the NYFRB as the effective federal funds rate, provided that, if the Federal Funds
Effective Rate as so determined would be less than 1.25%, such rate shall be deemed to be 1.25% for the purposes of this Agreement.


 


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


 


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


 


"Fixed
Asset Amortization Amount" has the meaning assigned to such term in the definition of Fixed Asset Sublimit.


 


"Fixed
Asset Component" means, at the time of any determination, an amount equal to the lesser of (a)(i) 75% of the fair market
value of the Borrower's Eligible Real Property as set forth in the most recent real property appraisal ordered by the Administrative
Agent plus (ii) the product of 85% multiplied by the Net Orderly Liquidation Value identified in the most
recent equipment appraisal ordered by the Administrative Agent multiplied by the Borrower's Eligible Equipment, and (b)
the Fixed Asset Sublimit.


 


"Fixed
Asset Sublimit" means an amount equal to $87,214,371.25; provided, that the Fixed Asset Sublimit shall be automatically
reduced by an amount equal to $2,232,512.80 multiplied by the applicable advance rates for the respective Fixed Asset Component
(reflecting $1,700,333.33 with respect to Eligible Real Property and $532,179.46 with respect to Eligible Equipment, each multiplied
by the applicable advance rates for such Fixed Asset Component) on the first day of each fiscal quarter (such amount, the "Fixed
Asset Amortization Amount") commencing with May 1, 2021, and which such Fixed Asset Amortization Amounts are calculated
based on the fair market value of the Borrower's Eligible Real


 




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Property
and the Net Orderly Liquidation Value of the Borrower's Eligible Equipment as of the most recent appraisal ordered by the Administrative
Agent prior to giving effect to the applicable advance rates.


 


"Fixed
Charge Coverage Ratio" means, at any date, with respect to the Borrower and its Restricted Subsidiaries, the ratio of
(a) EBITDA minus Unfinanced Capital Expenditures minus expenses for taxes paid in cash to (b) Fixed Charges,
all calculated for the period of four consecutive fiscal quarters ended on such date (or, if such date is not the last day of
a fiscal quarter, ended on the last day of the fiscal quarter most recently ended prior to such date).


 


"Fixed
Charges" means, for any period, without duplication, cash Interest Expense (excluding fees paid on the Effective Date),
plus scheduled principal payments (excluding (x) payments of Revolving Loans and (y) payments at maturity to purchase
applicable Inventory with respect to Indebtedness permitted by Section 6.01(i) or payments made with Refinancing Indebtedness
permitted under Section 6.01(f)) on Indebtedness actually made, plus the Fixed Asset Amortization Amount, plus
Restricted Payments paid in cash pursuant to Section 6.08(a)(iv), plus Capital Lease Obligation payments,
all calculated for the Borrower and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP.


 


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


 


"Flood
Documents" has the meaning assigned to such term in Section 8.10.


 


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


 


"Floor"
means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification,
amendment or renewal of this Agreement or otherwise) with respect to LIBO Rate.


 


"Floor
Plan Accounts" means Accounts owed to the Borrower or any other Loan Party by a Dealer that a Floor Plan Lender has agreed
to pay directly to the Borrower or such other Loan Party on behalf of such Dealer pursuant to an Acceptable Floor Planning Program.


 


"Floor
Plan Lender" has the meaning assigned to such term in the definition of "Acceptable Floor Planning Program".


 


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


 


"Foreign
Subsidiary" means any Subsidiary which is not a Domestic Subsidiary.


 


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


 


"GAAP"
means generally accepted accounting principles in the U.S.


 


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


 


"Guarantee"
of or by any Person (the "guarantor") means any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the "primary obligor")
in any manner, whether directly or indirectly, and


 




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


 


"Guaranteed
Obligations" has the meaning assigned to such term in Section 10.01.


 


"Guarantors"
means all Loan Guarantors, and the term "Guarantor" means each or any one of them individually.


 


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


 


"Immaterial
Subsidiary" means, as of any date, any Restricted Subsidiary of the Borrower whose (x) total assets, as of the applicable
date of determination, are less than 1.5% of Total Assets and (y) total revenues for the most recent twelve-month period do not
exceed 1.5% of the total revenues of the Borrower and the Restricted Subsidiaries (taken as a whole); provided that a Restricted
Subsidiary of the Borrower will not be considered an Immaterial Subsidiary if it, as of any date, together with all other Immaterial
Subsidiaries, has total assets as of such date in excess of 3% of Total Assets or has total revenues for the most recent twelvemonth
period in excess of 3% of the total revenues of the Borrower and the Restricted Subsidiaries (taken as a whole).


 


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


 


"Increased
Reporting Period" means the period commencing on the day on which Specified Availability, as calculated by the Administrative
Agent, is less than the greater of (a) 15.0% of the Line Cap and (b) $40,000,000 for five (5) consecutive Business Days, and ending
after daily Specified Availability, as calculated by the Administrative Agent, has been greater than the greater of (a) 15.0%
of the Line Cap and (b) $40,000,000 for 30 consecutive days.


 


"Indebtedness"
of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations
of such Person evidenced by bonds, debentures, notes or similar instruments, (c) [reserved], (d) all obligations of
such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all
obligations of such Person in respect of the deferred purchase price of property or services (excluding trade payables incurred
in the ordinary course of business including such trade payables sold pursuant to Vendor Financing Arrangements and obligations
incurred under ERISA in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder
of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired
by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness
of others (other than obligations arising


 




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from
any Acceptable Floor Planning Program or Acceptable Retail Sales Program in any such case, if such obligations are not or are
not required to be classified as a liability on a balance sheet of the Borrower in conformity with GAAP), (h) all Capital
Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect
of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect of
bankers' acceptances, (k) all earn-outs and other Contingent Acquisition Consideration, (l) any other Off-Balance Sheet
Liability and (m) obligations, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or
acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under any and all Swap Agreements.
The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person
is a general partner) to the extent such Person is liable therefor as a result of such Person's ownership interest in or other
relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.
Notwithstanding the foregoing, the term "Indebtedness" shall exclude (1) agreements providing for indemnification, purchase
price adjustments, earnouts, holdbacks, deferred payments of a similar nature (including deferred compensation representing consideration
incurred in connection with an Acquisition or Disposition), until such obligation is reflected on the balance sheet (excluding
the footnotes thereto) of such Person in accordance with GAAP, (2) Indebtedness that has been defeased and/or discharged
in accordance with its terms, provided that funds in an amount equal to all such Indebtedness (including interest and any
other amounts required to be paid to the holders thereof in order to give effect to such defeasance and/or discharge) have been
irrevocably deposited with a trustee for the benefit of the relevant holders of such Indebtedness, and (3) consignment arrangements
with suppliers of Large Scale Inventory and their affiliates.


 


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


 


"Indemnitee"
has the meaning assigned to such term in Section 9.03(c).


 


"Ineligible
Institution" has the meaning assigned to such term in Section 9.04(b).


 


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


 


"Interest
Election Request" means a request by the Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.08.


 


"Interest
Expense" means, for any period, without duplication, total interest expense (including that attributable to Capital Lease
Obligations that is treated as interest in accordance with GAAP at an interest rate reasonably determined by such Person to be
the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP) of the Borrower and its Restricted Subsidiaries
for such period with respect to all outstanding Indebtedness or otherwise of the Borrower and its Restricted Subsidiaries (including
all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptances and net
costs under Swap Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance
with GAAP), calculated on a consolidated basis for the Borrower and its Restricted Subsidiaries for such period in accordance
with GAAP.


 


"Interest
Payment Date" means (a) with respect to any ABR Loan (other than a Swingline Loan), the first Business Day of each
calendar quarter and the Maturity Date, (b) with respect to any Eurodollar Loan, the last day of each Interest Period applicable
to the Borrowing of which such Loan is a part (and, in the case of a Eurodollar Borrowing with an Interest Period of more than
three months' duration, each day prior to the last day of such Interest Period that occurs at intervals of three months' duration
after the first


 




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day
of such Interest Period) and the Maturity Date, and (c) with respect to any Swingline Loan, the day that such Swingline Loan
is required to be repaid and the Maturity Date.


 


"Interest
Period" means, with respect to any Eurodollar Borrowing, the period commencing on the date of such Eurodollar Borrowing
and ending on the numerically corresponding day in the calendar week or calendar month, as applicable, that is one week (so long
as such rate continues to be published), or one, three or six months thereafter, as the Borrower may elect; provided,
that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the
next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such
Interest Period shall end on the next preceding Business Day and (b) any Interest Period that commences on the last Business
Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest
Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of
a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most
recent conversion or continuation of such Borrowing.


 


"Interpolated
Rate" means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as
the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest
error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest
period (for which the LIBO Screen Rate is available) that is shorter than the Impacted Interest Period and (b) the LIBO Screen
Rate for the shortest period (for which the LIBO Screen Rate is available) that exceeds the Impacted Interest Period, in each
case, at such time; provided, that, if any Interpolated Rate shall be less than 0.25%, such rate shall be deemed to be
0.25% for purposes of this Agreement.


 


"Inventory"
has the meaning assigned to such term in the Security Agreement.


 


"Inventory
Finance Intercreditor Agreement" an Intercreditor Agreement in form and substance satisfactory to the Administrative
Agent in its Permitted Discretion by and among the Borrower or one or more Restricted Subsidiaries, the Administrative Agent and
an Inventory Finance Lender, as such agreement may be amended from to time in accordance therewith.


 


"Inventory
Finance Lender" has the meaning assigned to such term in the definition of "Acceptable Inventory Finance Program."


 


"IRS"
means the United States Internal Revenue Service.


 


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


 


"Issuing
Bank" means, individually and collectively, each of JPMCB, in its capacity as the issuer of Letters of Credit hereunder,
and any other Revolving Lender from time to time designated by the Borrower as an Issuing Bank, with the consent of such Revolving
Lender and the Administrative Agent (not to be unreasonably withheld, conditioned or delayed), and their respective successors
in such capacity as provided in Section 2.06(i). Any Issuing Bank may, in its discretion, arrange for one or more Letters
of Credit to be issued by its Affiliates, in which case the term "Issuing Bank" shall include any such Affiliate with
respect to Letters of Credit issued by such Affiliate (it being agreed that such Issuing Bank shall, or shall cause such Affiliate
to, comply with the requirements of Section 2.06 with respect to such Letters of Credit). At any time there is more than
one Issuing Bank, all singular references to the Issuing Bank shall


 




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mean
any Issuing Bank, either Issuing Bank, each Issuing Bank, the Issuing Bank that has issued the applicable Letter of Credit, or
both (or all) Issuing Banks, as the context may require.


 


"Issuing
Bank Sublimits" means, as of the Effective Date, (a) $15,000,000, in the case of JPMCB, (b) the greater of (i)
the face value of the Existing Letters of Credit issued by BMO and outstanding as of the applicable date and (ii) $10,000,000,
in the case of BMO and (c), $10,000,000 in the case of each other Issuing Bank; provided that each Issuing Bank shall be
permitted to issue Letters of Credit above their applicable Issuing Bank Sublimit upon providing prior written notice thereof
to the Administrative Agent and the Borrower so long as the aggregate LC Exposure shall not exceed the Letter of Credit Cap set
forth in Section 2.06(b) at any time.


 


"Joinder
Agreement" means a Joinder Agreement in substantially the form of Exhibit E.


 


"Joint
Arrangers" means individually and collectively, JPMCB, BMO and U.S. Bank National Association, in their capacity as joint
bookrunners and joint arrangers hereunder.


 


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


 


"Large
Scale Inventory" means Inventory consisting of chassis, engines and transmissions.


 


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


 


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


 


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


 


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


 


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


 


"Lenders"
means the Persons listed on the Commitment Schedule and any other Person that shall have become a Lender hereunder pursuant to
Section 2.09 or an Assignment and Assumption or otherwise, other than any such Person that ceases to be a Lender hereunder
pursuant to an Assignment and Assumption or otherwise. Unless the context otherwise requires, the term "Lenders" includes
the Swingline Lender and the Issuing Bank.


 


"Letters
of Credit" means the letters of credit issued pursuant to this Agreement and shall include each Existing Letter of Credit,
and the term "Letter of Credit" means any one of them or each of them singularly, as the context may require.


 


"Letter
of Credit Agreement" has the meaning assigned to it in Section 2.06(b).


 


"Letter
of Credit Cap" shall mean $35,000,000, plus, at the sole discretion of any Issuing Bank, an additional amount
available for the issuance of Letters of Credit not to exceed $20,000,000 in the aggregate for all Issuing Banks.


 


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


 




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"LIBO
Rate" means, with respect to any Eurodollar Borrowing for any applicable Interest Period or for any ABR Borrowing, the
LIBO Screen Rate at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest
Period; provided that, if the LIBO Screen Rate shall not be available at such time for such Interest Period (an "Impacted
Interest Period"), then the LIBO Rate shall be the Interpolated Rate, subject to Section 2.14 in the event that the Administrative
Agent shall conclude that it shall not be possible to determine such Interpolated Rate (which conclusion shall be conclusive and
binding absent manifest error). Notwithstanding the above, to the extent that "LIBO Rate" or "Adjusted LIBO Rate"
is used in connection with an ABR Borrowing, such rate shall be determined as modified by the definition of Alternate Base Rate.


 


"LIBO
Screen Rate" means, for any day and time, with respect to any Eurodollar Borrowing for any Interest Period or for any
ABR Borrowing, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes
over the administration of such rate for Dollars) for a period equal in length to such Interest Period as displayed on such day
and time on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear
on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate
page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its
reasonable discretion); provided that if the LIBO Screen Rate as so determined would be less than 0.25%, such rate shall
be deemed to 0.25% for the purposes of this Agreement.


 


"LIBOR"
has the meaning assigned to such term in Section 1.05.


 


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


 


"Line
Cap" means the lesser of (a) the Aggregate Revolving Commitment and (b) Borrowing Base.


 


"Loan
Documents" means, collectively, this Agreement, any promissory notes issued pursuant to this Agreement, any Letter of
Credit Agreement, the Collateral Documents, each Compliance Certificate, the Loan Guaranty, Intercompany Subordination Agreement,
each Inventory Finance Intercreditor Agreement, and all other agreements, instruments, documents and certificates executed and
delivered to, or in favor of, the Administrative Agent or any Lender, and including all other loan agreements, notes, guarantees,
subordination agreements, pledges, powers of attorney, consents, assignments, contracts, notices, fee letters, letter of credit
agreements, letter of credit applications and any agreements between the Borrower and the Issuing Bank regarding the Issuing Bank's
Issuing Bank Sublimit or the respective rights and obligations between the Borrower and the Issuing Bank in connection with the
issuance by the Issuing Bank of Letters of Credit, and all other written matter whether heretofore, now or hereafter executed
by or on behalf of any Loan Party, or any employee of any Loan Party, and delivered to the Administrative Agent or any Lender
in connection with this Agreement or the transactions contemplated hereby. Any reference in this Agreement or any other Loan Document
to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements
or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any and
all times such reference becomes operative.


 


"Loan
Guarantor" means, collectively, each wholly-owned Subsidiary that is a Domestic Subsidiary (other than any Excluded Subsidiary)
of Borrower.


 


"Loan
Guaranty" means Article X of this Agreement.


 




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"Loan
Parties" means, collectively, the Borrower, the Borrower's Domestic Subsidiaries (other than Excluded Subsidiaries) and
any other Person who becomes a party to this Agreement pursuant to a Joinder Agreement and their respective successors and assigns,
and the term "Loan Party" shall mean any one of them or all of them individually, as the context may require.


 


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


 


"Loss
Pool Agreements" means the guarantee agreements of the Borrower or any of its Restricted Subsidiaries pursuant to which
the Borrower or its Restricted Subsidiaries guarantee indebtedness of customers and/or Dealers.


 


"LSI
Proceeds" means "proceeds" (as defined in the UCC) of Large Scale Inventory.


 


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


 


"Material
Adverse Effect" means a material adverse effect on (a) the business, assets, operations or financial condition of
the Borrower and its Subsidiaries taken as a whole, (b) the ability of the Loan Parties, taken as a whole, to perform their
Obligations, (c) a substantial portion of the Collateral, or the Administrative Agent's Liens (on behalf of itself and other
Secured Parties) on a substantial portion of the Collateral or the priority of such Liens, or (d) the rights of or benefits
available to the Administrative Agent, the Issuing Bank or the Lenders under any of the Loan Documents.


 


"Material
Indebtedness" means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more
Swap Agreements, of any one or more of the Borrower and its Restricted Subsidiaries in an aggregate principal amount exceeding
$40,000,000. For purposes of determining Material Indebtedness, the "principal amount" of the obligations of the Borrower
or any Restricted Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect
to any netting agreements) that the Borrower or such Restricted Subsidiary would be required to pay if such Swap Agreement were
terminated at such time.


 


"Maturity
Date" means April 13, 2026 or any earlier date on which the Commitments are reduced to zero or otherwise terminated pursuant
to the terms hereof.


 


"Maximum
Rate" has the meaning assigned to such term in Section 9.17.


 


"Moody's"
means Moody's Investors Service, Inc.


 


"Mortgage"
means any mortgage, deed of trust or other agreement which conveys or evidences a Lien in favor of the Administrative Agent, for
the benefit of the Administrative Agent and the other Secured Parties, on each piece of Required Mortgaged Property of a Loan
Party, including any amendment, restatement, modification or supplement thereto.


 


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


 


"Net
Income" means, for any period, the consolidated net income (or loss) of the Borrower and its Restricted Subsidiaries,
determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded any non-cash gain (or
loss) attributable to the mark-to-market movement in the valuation of hedging obligations or other derivative instruments pursuant
to FASB Accounting Standards Codification 815 - Derivatives and Hedging or mark-to-market movement of other financial instruments
pursuant to FASB Accounting Standards Codification 825-Financial Instruments in such period, except that any cash payments or
receipts relating to transactions realized in a given period shall be taken into account


 




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in
such period; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the
date it becomes a Subsidiary or is merged into or consolidated with the Borrower or any of its Restricted Subsidiaries, (b) the
income (or deficit) of any Person (other than a Restricted Subsidiary) in which the Borrower or any of its Restricted Subsidiaries
has an ownership interest, but any such income so excluded may be included in such period or any later period to the extent of
any cash dividends or distributions actually received by the Borrower or any Restricted Subsidiary in the relevant period and
(c) the undistributed earnings of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions
by such Subsidiary is not at the time permitted by the terms of any contractual obligation (other than under any Loan Document)
or Requirement of Law applicable to such Subsidiary but any such income so excluded may be included in such period or any later
period to the extent of any cash dividends or distributions actually received by the Borrower or any Restricted Subsidiary in
the relevant period.


 


"Net
Equity Proceeds" means, with respect to each sale or issuance by the Borrower of its Equity Interests or each capital
contribution made to the Borrower (other than, in any case, any sales or issuances to, or any capital contribution made by, any
Subsidiary or joint venture of the Borrower or any of its Subsidiaries), the cash proceeds received by the Borrower therefrom
(net of underwriting discounts and commissions and other reasonable costs associated therewith).


 


"Net
Equity Proceeds Amount" means, at any time, an amount equal to the aggregate Net Equity Proceeds received by the Borrower
after the Effective Date, with the Net Equity Proceeds Amount to be immediately reduced by the sum of (without duplication) (i)
the amount of any Restricted Payments made pursuant to Section 6.08(a)(vii), (ii) the amount of Investments made pursuant to Section
6.04(q) (or increased by the aggregate amount of any returns on such Investments) and (iii) the amount of Permitted Acquisitions,
in each case, made with Net Equity Proceeds.


 


"Net
Orderly Liquidation Value" means, with respect to Inventory, Equipment or intangibles of any Person, the orderly liquidation
value thereof as determined in a manner acceptable to the Administrative Agent by an unaffiliated third party appraiser acceptable
to the Administrative Agent, net of all costs of liquidation thereof as determined in the applicable appraisal.


 


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


 


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


 


"NYFRB"
means the Federal Reserve Bank of New York.


 


"NYFRB
Rate" means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight
Bank Funding Rate in effect on such day(or for any day that is not a Business


 




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Day,
for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business
Day, the term "NYFRB Rate" means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received
by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further,
that if any of the aforesaid rates as so determined would be less than 0.75%, such rate shall be deemed to be 0.75% for purposes
of this Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


"Other
Taxes" means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise
from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection
of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection
Taxes imposed with respect to an assignment by a Lender after the date hereof (other than an assignment (i) made pursuant to Section 2.19,
(ii) at the request of any Loan Party, or (iii) during an Event of Default described in paragraph (a), (h), (i) or (n) of Article
VII).


 


"Overadvance"
has the meaning assigned to such term in Section 2.05(b).


 


"Overnight
Bank Funding Rate" means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings
by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth
on the NYFRB's Website from time to


 




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time)
and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.


 


"Paid
in Full" or "Payment in Full" means, (a) the payment in full in cash of all outstanding Loans and LC
Disbursements, together with accrued and unpaid interest thereon, (b) the termination, expiration, or cancellation and return
of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative
Agent of a cash deposit, or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the
Administrative Agent and the Issuing Bank, in an amount equal to 103% of the LC Exposure as of the date of such payment), (c)
the payment in full in cash of the accrued and unpaid fees under the Loan Documents, (d) the payment in full in cash of all reimbursable
expenses and other Secured Obligations (other than Unliquidated Obligations for which no claim has been made and other obligations
expressly stated to survive such payment and termination of this Agreement), together with accrued and unpaid interest thereon,
(e) the termination of all Commitments, (f) the cash collateralization of all Unliquidated Obligations to the extent not otherwise
paid (other than with respect to those Unliquidated Obligations constituting indemnification obligations for which no claim has
been made and which expressly survive payment and termination of this Agreement) and (g) the termination of the Swap Agreement
Obligations and the Banking Services Obligations or entering into other arrangements satisfactory to the Secured Parties counterparties
thereto other than with respect to (i) any Swap Agreement Obligations that, at such time, are allowed to remain outstanding without
being required to be repaid (unless rolled or otherwise transferred to a new credit facility or collateral arrangement of the
Loan Parties) and (ii) the Banking Services Obligations that, at such time, are allowed by the Secured Parties counterparties
thereto to remain outstanding without being required to be repaid or cash collateralized.


 


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


 


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


 


"Payment"
has the meaning assigned to it in Section 8.06(d).


 


"Payment
Conditions" shall be deemed to be satisfied in connection with a Restricted Payment, investment, Permitted Acquisition
if:


 


(a)       no
Event of Default has occurred and is continuing or would result immediately after giving effect to such Restricted Payment, investment,
Permitted Acquisition;


 


(b)       immediately
after giving effect to and at all times during the 60-day period immediately prior to such Restricted Payment, investment, Permitted
Acquisition, the Borrower shall have either (i) (A) Specified Availability calculated on a pro forma basis after giving effect
to such Restricted Payment, investment, Permitted Acquisition of not less than the greater of (1) 15.0% of the Line Cap or (2)
$40,000,000, and (B) a Fixed Charge Coverage Ratio for the trailing four fiscal quarters calculated on a pro forma basis after
giving effect to such Restricted Payment, investment, Permitted Acquisition of not less than 1.1 to 1.00 or (ii) Availability
calculated on a pro forma basis after giving effect to such Restricted Payment, investment, Permitted Acquisition of not less
than the greater of (A) 17.5% of the Line Cap or (B) $50,000,000; and


 


(c)       Borrower
shall have delivered to the Administrative Agent a certificate in form and substance reasonably satisfactory to the Administrative
Agent certifying as to the items described in (a) and (b) above and attaching calculations for item (b).


 




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"Payment
Notice" has the meaning assigned to it in Section 8.06(d).


 


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


 


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


 


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


 


(b)       the
Person or division or line of business acquired in connection with such Acquisition is engaged in the same or a similar line of
business as the Borrower and the Restricted Subsidiaries or a business reasonably related, complementary or ancillary thereto;


 


(c)       both
immediately prior to and immediately after giving effect to such Acquisition and the Loans (if any) requested to be made in connection
therewith, no Default exists or would result therefrom;


 


(d)       not
less than ten (10) Business Days prior to such Acquisition (or such shorter period as the Administrative Agent may agree in its
sole discretion), the Borrower has provided the Administrative Agent (i) notice of such Acquisition and (ii) if the
aggregate consideration paid in respect of such acquisition exceeds $20,000,000, the Borrower shall have delivered to the Administrative
Agent a copy of all business and financial information reasonably requested by the Administrative Agent including pro forma financial
statements, statements of cash flow, and Availability projections;


 


(e)       [reserved];


 


(f)       [reserved];


 


(g)       if
such Acquisition is an acquisition of the Equity Interests of a Person, (A) such Acquisition is structured so that the acquired
Person shall become a wholly-owned Subsidiary of the Borrower and, except to the extent such Subsidiary constitutes an Excluded
Subsidiary hereunder, a Loan Party pursuant to the terms of this Agreement, and (B) such Person shall own no Equity Interests
of any other Person unless either such Person owns 100% of the Equity Interests of such other Person and such Period shall become,
except to the extent such Subsidiary constitutes an Excluded Subsidiary, a Loan Party pursuant to the terms of this Agreement;


 


(h)       any
Person or assets or division as acquired in accordance herewith (x) shall (I) in the case of the acquisition of the Equity Interests
of any Person (including by way of merger), be organized under the laws of the United States, any state thereof or the District
of Columbia and shall conduct substantially all of its business within the United States and (II) in the case of the acquisition
of assets or a division, shall be substantially located within the United States and such division shall conduct substantially
all of its business within the United States, provided, however, the aggregate consideration of up to the greater of $50,000,000
or 5.0% of the Total Assets may be paid in respect of Permitted Acquisitions that did not satisfy the requirements of sub-clause
(I) or (II) of this clause (x), and (y) shall have generated positive EBITDA (assuming that (A) for purposes of the definition
of "EBITDA" and the defined terms used therein, the business, assets or Person acquired in such acquisition is substituted
for the Borrower and its Restricted Subsidiaries and (B) in making such determination under this sub-clause (y), reasonably anticipated
cost savings and non-recurring costs and charges with respect to such business, assets or Person for such period may be added
(without duplication) to the extent requested by the Borrower and consented to by


 




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the
Administrative Agent in its Permitted Discretion) for the twelve-month period most recently ended prior to the date of such Acquisition;


 


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


 


(j)       if
such Acquisition involves a merger or a consolidation involving the Borrower or any other Loan Party, the Borrower or such Loan
Party, as applicable, shall be the surviving entity;


 


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


 


(l)       the
Payment Conditions shall have been satisfied; provided, however, to the extent that the Payment Conditions are not so satisfied
at such time, Permitted Acquisitions which otherwise meet the requirements in this definition shall be permitted so long as (i)
either (A) the aggregate consideration used to fund any such Permitted Acquisition (together with all fees, costs and expenses
related thereto) does not exceed the Net Equity Proceeds Amount at such time and such Permitted Acquisition is consummated substantially
contemporaneously with the receipt of the respective Net Equity Proceeds or (B) the aggregate consideration paid or to be paid
in respect of all Permitted Acquisitions since the Effective Date (together with all fees, costs and expenses related thereto)
shall not exceed the remainder of (x) $15,000,000 in any fiscal year, provided, however, to the extent that the aggregate of such
amounts paid or to be paid in any fiscal year is less than $15,000,000, such excess may be carried forward and utilized pursuant
to this clause (B) in succeeding fiscal years so long as no more than $45,000,000 in the aggregate is utilized pursuant to this
clause (B) in any fiscal year (with amounts in excess of such $45,000,000 being forfeited) minus (y) the aggregate amount of Permitted
Acquisitions made in such Fiscal Year pursuant to this clause (l) when the Payment Conditions were satisfied, (ii) the Borrower
and its Restricted Subsidiaries shall be in compliance with the financial covenant set forth in Section 6.12 (determined as if
a Covenant Testing Period is then in existence) on a pro forma basis after giving effect to such Acquisition as of the last day
of the fiscal quarter most recently ended for which financial statements have been, or were required to be, delivered pursuant
to Section 5.01, and (iii) the Borrower shall have delivered to the Administrative Agent at least ten (10) Business Days prior
to such proposed Acquisition (or such shorter period as the Administrative Agent may agree in its sole discretion) a Compliance
Certificate evidencing compliance with Section 6.12 (determined as if a Covenant Testing Period is then in existence), together
with all relevant financial information with respect to such acquired Person or acquired assets, including the aggregate consideration
for such Acquisition and, if applicable, any other information required to demonstrate compliance with Section 6.12;


 


(m)       except
with respect to Subsidiaries constituting Excluded Subsidiaries hereunder, all actions required to be taken with respect to any
newly acquired or formed wholly-owned Subsidiary of the Borrower or a Loan Party, as applicable, required under Section 5.15
shall have been taken within the time frames set forth therein; and


 


(n)       the
Borrower shall have delivered to the Administrative Agent the final executed material documentation relating to such Acquisition
within five (5) days following the consummation thereof.


 




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"Permitted
Discretion" means a determination made in good faith and in the exercise of reasonable (from the perspective of an asset-based
lender) business judgment in accordance with the Administrative Agent's customary business practices for similar asset-based lending
facilities agented by the Administrative Agent in effect.


 


"Permitted
Encumbrances" means:


 


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


 


(b)       landlords',
warehousemen's and processor's and other like liens imposed by law, arising in the ordinary course of business and securing obligations
that are not overdue by more than sixty (60) days or are being contested in compliance with Section 5.04;


 


(c)       carriers',
mechanics', materialmen's, repairmen's and other like Liens imposed by law, arising in the ordinary course of business, provided,
that any such Lien on any Eligible Equipment or Eligible Real Property is discharged, bonded or insured over within thirty (30)
days after such Lien is filed or a Reserve is established with respect to all overdue amounts;


 


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


 


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


 


(f)       judgment
Liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII and notices of lis
pendens and associated rights related to litigation being contested in good faith by appropriate proceedings for which adequate
reserves have been made; and


 


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


 


provided
that the term "Permitted Encumbrances" shall not include any Lien securing Indebtedness.


 


"Permitted
Investments" means:


 


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


 


(b)       direct
obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality
thereof, in each case maturing within one year from the date of acquisition thereof and having, at such date of acquisition, the
highest credit rating obtainable from S&P or from Moody's;


 




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(c)       investments
in commercial paper maturing within one year from the date of acquisition thereof and having, at such date of acquisition, the
highest credit rating obtainable from S&P or from Moody's;


 


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


 


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


 


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


 


(g)       cash
and demand deposits maintained with (i) any Lender or (ii) with the domestic office of any commercial bank organized under the
laws of the United States of America or any State which has a combined capital and surplus and undivided profits of not less than
$500,000,000; and


 


(h)       instruments
equivalent to those referred to in clauses (a) through (g) above denominated in other currencies and comparable in credit quality
and tenor to those referred to above and customarily used for short and medium term investment purposes by a Foreign Subsidiary
in jurisdictions outside the United States to the extent reasonably required in connection with any business conducted by such
Foreign Subsidiary in such jurisdictions.


 


"Permitted
SCF Sales" means sales or assignments of Specified SCF Collateral pursuant to the Specified SCF Agreements so long as
(a) the proceeds of such sales and assignments are paid into a deposit account subject to a Deposit Account Control Agreement
in favor of the Administrative Agent, (b) no Event of Default exists at the time the applicable Specified SCF Agreement is entered
into or (c) if an Event of Default has occurred and is continuing, the Administrative Agent has not delivered at least ten (10)
Business Days' prior written notice to the Borrower to terminate such sales or assignments.


 


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


 


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


 


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


 


"Prepayment
Event" means:


 


(a)       any
Disposition (including pursuant to a sale and leaseback transaction) of any Equipment or real property of any Loan Party or any
Subsidiary included in the Borrowing Base


 




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with
a fair value immediately prior to such event equal to or greater than $5,000,000 (or $15,000,000 in the aggregate for all such
events in a calendar year); or


 


(b)       any
casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of,
any Equipment or real property of any Loan Party or any Subsidiary included in the Borrowing Base with a fair value immediately
prior to such event equal to or greater than $5,000,000 (or $15,000,000 in the aggregate for all such events in a calendar year).


 


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


 


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


 


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


 


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


 


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


 


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


 


"QFC
Credit Support" has the meaning assigned to it in Section 9.21.


 


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


 


"Qualified
Seller Subordinated Debt " means unsecured subordinated Indebtedness of the Borrower that (a) is not subject to any guarantee
by any Restricted Subsidiary, (b) does not require the cash payment of interest or fees to the extent prohibited by the terms
of this Agreement, (c) does not contain any covenants (other than (i) periodic reporting covenants and (ii) non-financial covenants
no more restrictive on the Borrower and its Restricted Subsidiaries than those contained in this Agreement), provided that, in
any event, the terms of such Qualified Seller Subordinated Debt shall allow for all Indebtedness under this Agreement and all
Liens securing such Indebtedness, (d) does not contain any events of default that are more restrictive on the Borrower and its
Restricted Subsidiaries than those contained in this Agreement, (e) has subordination provisions that are reasonably satisfactory
to the Administrative Agent and (f) is otherwise reasonably satisfactory to the Administrative Agent.


 




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"Rebate
Accounts" means Accounts owing to a Loan Party from any Account Debtor representing the respective Loan Party's proportionate
share of any rebates payable to such Account Debtor by any person as a result of the sale of Inventory by such Loan Party to such
Account Debtor.


 


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


 


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


 


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


 


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


 


"Registration
Rights Agreement" means that certain Registration Rights Agreement, dated as of January 10, 2017, by and among the Borrower,
certain shareholders of the Borrower and the other parties that are signatories thereto from time to time, as such agreement may
be amended from to time in accordance therewith.


 


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


 


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


 


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


 


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


 


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


 


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


 


"Relevant
Governmental Body" means the Federal Reserve Board or the NYFRB, or a committee officially endorsed or convened by the
Federal Reserve Board or the NYFRB or any successor thereto.


 


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


 


"Required
Lenders" means, subject to Section 2.20, (a) at any time prior to the earlier of the Loans becoming due and payable pursuant
to Article VII or the Commitments terminating or expiring, Lenders


 




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having
Credit Exposures and Unfunded Commitments representing more than 50% of the sum of the Aggregate Credit Exposure and Unfunded
Commitments at such time; provided that, as long as there are two or more Lenders, Required Lenders shall mean at least
two unaffiliated Lenders.


 


"Required
Mortgaged Properties" means the properties listed on Schedule 1.2.


 


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


 


"Reserves"
means any and all reserves which the Administrative Agent deems necessary, in its Permitted Discretion, to maintain (including,
without limitation, reserves for accrued and unpaid interest on the Secured Obligations, Banking Services Reserves, reserves for
warranty liability, volatility reserves, reserves for rent at locations leased by any Loan Party and for consignee's, warehousemen's
and bailee's charges (in each case when no Collateral Access Agreement acceptable to the Administrative Agent has been obtained
from the applicable landlord, consignee, warehouseman or bailee, or where the Administrative Agent may still be required to make
payment pursuant to such Collateral Access Agreement to the applicable third party to access the Collateral), reserves for dilution
of Accounts, reserves for Inventory shrinkage, reserves for customs charges and shipping charges related to any Inventory in transit,
reserves for Swap Agreement Obligations, reserves for contingent liabilities of any Loan Party, reserves for uninsured losses
of any Loan Party, reserves for uninsured, underinsured, un-indemnified or under-indemnified liabilities or potential liabilities
with respect to any litigation, reserves for liabilities arising under any Acceptable Inventory Finance Program (to the extent
no Inventory Finance Intercreditor Agreement has been entered into with respect to such Applicable Inventory Finance Program),
and reserves for taxes, fees, assessments, other governmental charges and other Permitted Encumbrances) with respect to the Collateral
or any Loan Party; provided that (a) so long as no Event of Default exists and is continuing, Reserves shall be implemented with
reasonable prior notice to Borrower of at least three (3) Business Days and with a reasonable opportunity for the Borrower to
consult with the Administrative Agent with respect thereto during such period and (b) the Administrative Agent shall not establish
any Reserve that duplicates any other Reserve or adjustments that have already been taken into account in determining the Borrowing
Base.


 


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


 


"Responsible
Officer" means the president, Financial Officer or other executive officer of the Borrower.


 


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


 


"Restricted
Subsidiary" means any Subsidiary of the Borrower other than an Unrestricted Subsidiary.


 




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"Restructuring
Charges" means any non-recurring fees, charges, or other expenses made or incurred by the Borrower or any of its Restricted
Subsidiaries in connection with any restructuring charges or reserves or business optimization expenses (which, for the avoidance
of doubt, shall include inventory optimization programs, retention, severance, systems establishment cost, consulting costs, contract
termination costs, including future lease commitments, and costs to consolidate facilities and relocate employees) that were deducted
in computing Net Income.


 


"Retail
Sales Lender" has the meaning assigned to such term in the definition of "Acceptable Retail Sales Program."


 


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


 


"Revolving
Borrowing" means Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of
Eurodollar Loans, as to which a single Interest Period is in effect.


 


"Revolving
Commitment" means, with respect to each Lender, the amount set forth on the Commitment Schedule opposite such Lender's
name, or in the Assignment and Assumption or other documentation or record (as such term is defined in Section 9-102(a)(70) of
the New York Uniform Commercial Code) as provided in Section 9.04(b)(ii)(C), pursuant to which such Lender shall have assumed
its Revolving Commitment, as applicable, as such Revolving Commitment may be reduced or increased from time to time pursuant to
(a) Section 2.09 and (b) assignments by or to such Lender pursuant to Section 9.04; provided, that at no time shall the
Revolving Exposure of any Lender exceed its Revolving Commitment. The initial aggregate amount of the Lenders' Revolving Commitment
is $550,000,000.


 


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


 


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


 


"Revolving
Loan" means a Loan made pursuant to Section 2.01(a).


 


"S&P"
means Standard & Poor's Ratings Services, a Standard & Poor's Financial Services LLC business.


 


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


 


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


 


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


 




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"Sanctions"
means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S.
government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the
U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state, Her
Majesty's Treasury of the United Kingdom or other relevant sanctions authority.


 


"SEC"
means the Securities and Exchange Commission of the U.S.


 


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


 


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


 


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


 


"Settlement"
has the meaning assigned to such term in Section 2.05(d).


 


"Settlement
Date" has the meaning assigned to such term in Section 2.05(d).


 


"Shareholders
Agreement" means that certain Amended and Restated Shareholders Agreement dated as of January 10, 2017, by and among
Borrower and the shareholders that are or become signatories thereto from time to time, as may be amended from time to time in
accordance with this Agreement.


 


"SOFR"
means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day
published by the SOFR Administrator on the SOFR Administrator's Website on the immediately succeeding Business Day.


 


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


 


"SOFR
Administrator's Website" means the NYFRB's Website, currently at http://www.newyorkfed.org, or any successor source for
the secured overnight financing rate identified as such by the SOFR Administrator from time to time.


 


"Solvent"
means, as to any Person as of any date of determination, that on such date (a) the fair value of the property of such Person is
greater than the total amount of debts and liabilities, including contingent liabilities, of such Person, (b) the present fair
saleable value of such Person is not less than the amount that will be required to pay the probable liability of such Person on
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including
subordinated or contingent debts, as they become absolute and matured, (c) such Person does not intend to, and does not believe
that it will, incur debts or liabilities, including subordinated or contingent debts and liabilities, beyond such Person's ability
to pay such debts and liabilities as they mature and (d) such Person is not engaged in a business or a transaction, and is not
about to engage in a business or a transaction, for which such Person's property would constitute an unreasonably small capital.
The amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.


 


"Specified
Availability" means, as of any date of determination, without duplication of amounts calculated thereunder, the sum of
(a) Availability plus (b) Specified Suppressed Availability.


 


"Specified
Event of Default" means any Event of Default arising under clauses (a), (b), (d) (solely as it relates to a failure to
comply with Section 6.13), (e) (solely as it relates to a failure to comply with Section 5.01(g)), (h) or (i) under Article VII.


 


"Specified
SCF" means a supply chain financer party to a Specified SCF Agreement with a Loan Party.


 


"Specified
SCF Agreement" means a non-recourse factoring agreement between a Loan Party and a third party commercial bank pursuant
to which such Loan Party sells Accounts and other Specified SCF Collateral with respect to a specific Account Debtor and its Affiliates
to such commercial bank, and any and all agreements, documents and instruments executed and delivered thereunder or in connection
therewith, each in form and substance satisfactory to the Administrative Agent in its Permitted Discretion.


 


"Specified
SCF Collateral" means  those certain Accounts which arise out of the sale of goods or services of a Loan Party to
a Specified SCF, which are purchased or assigned to such Specified SCF by a Loan Party pursuant to a Specified SCF Agreement,
and all proceeds, supporting obligations and other ancillary rights with respect to such Accounts expressly sold to such Specified
SCF in the Specified SCF Agreement between a Loan Party and such Specified SCF.


 


"Specified
Suppressed Availability" means an amount, if positive, by which the Borrowing Base as then in effect exceeds the Aggregate
Revolving Commitment as then in effect; provided, that if Specified Suppressed Availability exceeds an amount equal to 2.5% of
the Line Cap as then in effect (such amount, the "Specified Suppressed Availability Cap"), then Specified Suppressed
Availability shall be deemed to be the Specified Suppressed Availability Cap.


 


"Sponsor"
means AIP, LLC and its Controlled Investment Affiliates.


 


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


 


"Statements"
has the meaning assigned to such term in Section 2.18(f).


 


"Statutory
Reserve Rate" means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator
of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or
supplemental reserves) established by the Federal Reserve Board to which the Administrative Agent is subject with respect
to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as "Eurocurrency liabilities" in Regulation D).
Such


 




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reserve
percentages shall include those imposed pursuant to Regulation D of the Board. Eurodollar Loans shall be deemed to constitute
eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or
offsets that may be available from time to time to any Lender under Regulation D of the Board or any comparable regulation.
The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.


 


"Subordinated
Indebtedness" of a Person means any Indebtedness of such Person the payment of which is subordinated to payment of the
Secured Obligations in a manner satisfactory to the Administrative Agent in its Permitted Discretion, and which shall include,
for the avoidance of doubt, the Qualified Seller Subordinated Debt.


 


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


 


"Subsidiary"
means any direct or indirect subsidiary of the Borrower or any other Loan Party, as applicable.


 


"Supermajority
Lenders" means, at any time, Lenders (other than Defaulting Lenders) having Revolving Exposures and unused Revolving
Commitments representing more than 662/3% of the sum of the Aggregate Revolving Exposure and unused Revolving Commitments
at such time.


 


"Supported
QFC" has the meaning assigned to it in Section 9.21.


 


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


 


"Swap
Agreement Obligations" means any and all obligations of the Loan Parties and their Subsidiaries, whether absolute or
contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications
thereof and substitutions therefor), under (a) any and all Swap Agreements permitted hereunder with a Lender or an Affiliate
of a Lender, and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction
permitted hereunder with a Lender or an Affiliate of a Lender with respect to which notice has been delivered to the Administrative
Agent pursuant to Section 2.22 to the extent such notice is required.


 


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


 


"Swingline
Commitment" means the amount set forth opposite JPMCB's name on the Commitment Schedule as Swingline Commitment.


 




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"Swingline
Exposure" means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline
Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the total Swingline Exposure at such time.


 


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


 


"Swingline
Loan" has the meaning assigned to such term in Section 2.05(a).


 


"Syndication
Agent" means JPMCB.


 


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


 


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


 


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


 


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


 


"Total
Assets" means the total consolidated assets of the Borrower and its Subsidiaries as set forth on the most recent consolidated
balance sheet of the Borrower.


 


"Transaction
Costs" means the fees, costs and expenses (including reasonable legal fees and expenses) payable by the Borrower or its
Restricted Subsidiaries in connection with the Transactions.


 


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


 


"Type",
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Adjusted LIBO Rate or the ABR.


 


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


 


"UK
Financial Institutions" means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time
to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA
Handbook (as amended from time to time)


 




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promulgated
by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain
affiliates of such credit institutions or investment firms.


 


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


 


"Unadjusted
Benchmark Replacement" means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


"Unfinanced
Capital Expenditures" means, for any period, Capital Expenditures made during such period which are not financed from
the proceeds of any Indebtedness (other than the Revolving Loans; it being understood and agreed that, to the extent any Capital
Expenditures are financed with Revolving Loans, such Capital Expenditures shall be deemed Unfinanced Capital Expenditures) , all
calculated for the Borrower and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP.


 


"Unfunded
Commitment" means, with respect to each Lender, the Revolving Commitment of such Lender less its Revolving
Exposure.


 


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


 


"Unrestricted
Subsidiary" means (a) any Subsidiaries of the Borrower designated by the board of directors of the Borrower as an "Unrestricted
Subsidiary" pursuant to Section 5.14, and (b) any Subsidiary of any of the foregoing. As of the Effective Date,
the Borrower has no Unrestricted Subsidiaries.


 


"U.S."
means the United States of America.


 


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


 


"U.S. Special
Resolution Regime" has the meaning assigned to it in Section 9.21.


 


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


 


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


 


"Vendor
Financing Arrangement" means any supply chain financing arrangement, structured vendor payable program, payables financing
arrangement, reverse factoring arrangement or any other similar arrangement or program pursuant to which the Borrower or any of
its Restricted Subsidiaries provides a vendor an option to factor such vendor's receivables owing from the Borrower or such Restricted
Subsidiary to a bank or financial institution (not involving Large Scale Inventory).


 


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


 




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


 


Section
1.02Classification of Loans and Borrowings.
For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a "Revolving Loan") or by Type
(e.g., a "Eurodollar Loan") or by Class and Type (e.g., a "Eurodollar Revolving Loan"). Borrowings also may
be classified and referred to by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a "Eurodollar Borrowing")
or by Class and Type (e.g., a "Eurodollar Revolving Borrowing").


 


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


 


Section
1.04Accounting Terms; GAAP.
Except as otherwise expressly provided herein (including for the avoidance of doubt, the proviso in the definition of "Capital
Lease Obligations"), all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect
from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application thereof
on the operation of any provision hereof and the Borrower notifies the Administrative Agent that the Borrower requests an amendment
to any provision hereof to eliminate the effect of such change in GAAP or in the application thereof (or if the Administrative
Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless
of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall
be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have


 




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become effective
until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision
contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts
and ratios referred to herein shall be made (i) without giving effect to any election under Financial Accounting Standards
Board Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard
having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at "fair
value", as defined therein and (ii) without giving effect to any treatment of Indebtedness under Financial Accounting
Standards Board Accounting Standards Codification 470-20 or 2105-03 (or any other Accounting Standards Codification or Financial
Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described
therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.


 


Section
1.05Interest Rates; LIBOR Notifications. The interest rate on Eurodollar Loans
is determined by reference to the LIBO Rate, which is derived from the London interbank offered rate ("LIBOR").
LIBOR is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London
interbank market. On March 5, 2021, the U.K. Financial Conduct Authority ("FCA") publicly announced that
: immediately after December 31, 2021, publication of the 1-week and 2-month U.S. Dollar LIBOR settings will permanently cease;
immediately after June 30, 2023, publication of the overnight and 12-month U.S. Dollar LIBOR settings will permanently cease;
and immediately after June 30, 2023, the 1-month, 3-month and 6-month U.S. Dollar LIBOR settings will cease to be provided or,
subject to the FCA's consideration of the case, be provided on a synthetic basis and no longer be representative of the underlying
market and economic reality they are intended to measure and that representativeness will not be restored. There is no assurance
that dates announced by the FCA will not change or that the administrator of LIBOR and/or regulators will not take further action
that could impact the availability, composition, or characteristics of LIBOR or the currencies and/or tenors for which LIBOR is
published. Each party to this agreement should consult its own advisors to stay informed of any such developments. Public and
private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place
of LIBOR. Upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, such
Section 2.14(c) and (d) provide the mechanism for determining an alternative rate of interest. The Administrative Agent will promptly
notify the Borrower, pursuant to Section 2.14(f), of any change to the reference rate upon which the interest rate on Eurodollar
Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability
with respect to, the administration, submission or any other matter related to LIBOR or other rates in the definition of "LIBO
Rate" or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation,
(a) any such alternative, successor or replacement rate implemented pursuant to Section 2.14(c) or (d), whether upon the occurrence
of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, and (b) the implementation of any Benchmark
Replacement Conforming Changes pursuant to Section 2.14(e)), including without limitation, whether the composition or characteristics
of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence
of, the LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or
unavailability.


 


Section
1.06[Reserved].


 


Section
1.07Status of Obligations.
In the event that the Borrower or any other Loan Party shall at any time issue or have outstanding any Subordinated Indebtedness,
the Borrower shall take or cause such other Loan Party to take all such actions as shall be necessary to cause the Secured Obligations
to constitute senior indebtedness (however denominated) in respect of such Subordinated Indebtedness and to enable the Administrative
Agent and the Lenders to have and exercise any payment blockage or other remedies available or potentially available to holders
of senior indebtedness under the terms of such Subordinated Indebtedness. Without limiting the foregoing, the Secured Obligations
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as "senior
indebtedness" and as "designated senior indebtedness" and words of similar import under and in respect of any indenture
or other agreement or instrument under which such Subordinated Indebtedness is outstanding and are further given all such other
designations as shall be required under the terms of any such Subordinated Indebtedness in order that the Lenders may have and
exercise any payment blockage or other remedies available or potentially available to holders of senior indebtedness under the
terms of such Subordinated Indebtedness.


 


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


 


Section
1.09Divisions. For all purposes under the Loan Documents, in connection with any
Division or plan of division under Delaware law (or any comparable event under a different jurisdiction's laws): (a) if any asset,
right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it
shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into
existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence by the holders
of its Equity Interests at such time.


 


ARTICLE
II


 




The Credits


 


Section
2.01Commitments. Subject
to the terms and conditions set forth herein, each Lender severally (and not jointly) agrees to make Revolving Loans in dollars
to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i)
such Lender's Revolving Exposure exceeding such Lender's Revolving Commitment or (ii) the Aggregate Revolving Exposure exceeding
the lesser of (x) the Aggregate Revolving Commitment and (y) the Borrowing Base, subject to the Administrative Agent's authority,
in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Sections 2.04 and 2.05. Within
the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving
Loans.


 


Section
2.02Loans and Borrowings.


 


(a)       Each
Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by
the Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make
any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments
of the


 




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Lenders
are several and no Lender shall be responsible for any other Lender's failure to make Loans as required. Any Protective Advance,
any Overadvance and any Swingline Loan shall be made in accordance with the procedures set forth in Sections 2.04 and 2.05.


 


(b)       Subject
to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may
request in accordance herewith. Each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any Eurodollar Loan
by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan (and in the case of an Affiliate, the
provisions of Sections 2.14, 2.15, 2.16 and 2.17 shall apply to such Affiliate to the same extent as to such Lender); provided
that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the
terms of this Agreement.


 


(c)       At
the commencement of each Interest Period for any Eurodollar Revolving Borrowing, such Borrowing shall be in an aggregate minimum
amount of $150,000 and integral multiples of $50,000 in excess of that amount. ABR Revolving Borrowings may be in any amount.
Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time
be more than a total of ten (10) Eurodollar Borrowings outstanding.


 


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


 


Section
2.03Requests for Revolving Borrowings.
To request a Revolving Borrowing, the Borrower shall notify the Administrative Agent of such request either in writing (delivered
by hand or fax) by delivering a Borrowing Request signed by a Responsible Officer of the Borrower or through Electronic System
if arrangements for doing so have been approved by the Administrative Agent (or if an Extenuating Circumstance shall exist, by
telephone) not later than (a) in the case of a Eurodollar Borrowing, 12:00 (noon), Chicago time, three (3) Business Days before
the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, noon, Chicago time, on the date of the proposed Borrowing;
provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated
by Section 2.06(e) may be given not later than 12:00 (noon), Chicago time, on the date of such proposed Borrowing. Each such Borrowing
Request shall be irrevocable and each such telephonic Borrowing Request, if permitted, shall be confirmed immediately upon the
cessation of the Extenuating Circumstance by hand delivery, facsimile or a communication through Electronic System to the Administrative
Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by a Responsible Officer of the
Borrower. Each such written (or if permitted, telephonic) Borrowing Request shall specify the following information in compliance
with Section 2.02:


 


(i)       the
aggregate amount of the requested Revolving Borrowing and a breakdown of the separate wires comprising such Borrowing;


 


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


 


(iii)       whether
such Revolving Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and


 


(iv)       in
the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated
by the definition of the term "Interest Period."


 


If no election
as to the Type of Revolving Borrowing is specified, then the requested Revolving Borrowing shall be an ABR Borrowing. If no Interest
Period is specified with respect to any requested Eurodollar Revolving Borrowing, then the Borrower shall be deemed to have selected
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duration.
Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each
Lender of the details thereof and of the amount of such Lender's Loan to be made as part of the requested Borrowing.


 


Section
2.04Protective Advances.


 


(a)       Subject
to the limitations set forth below, the Administrative Agent is authorized by the Borrower and the Lenders, from time to time
in the Administrative Agent's sole discretion (but shall have absolutely no obligation to), to make Loans to the Borrower, on
behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve
or protect the Collateral, or any portion thereof, or (ii) to enhance the likelihood of, or maximize the amount of, repayment
of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower
pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described
in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as "Protective
Advances"); provided that, the aggregate amount of Protective Advances outstanding at any time shall not at any
time exceed $30,000,000; provided further that, the Aggregate Revolving Exposure after giving effect to the Protective
Advances being made shall not exceed the Aggregate Revolving Commitment. Protective Advances may be made even if the conditions
precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor
of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder. All Protective Advances shall
be ABR Borrowings. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make
any Protective Advance on any other occasion. The Administrative Agent's authorization to make Protective Advances may be revoked
at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the
Administrative Agent's receipt thereof. At any time that there is sufficient Availability and the conditions precedent set forth
in Section 4.02 have been satisfied, the Administrative Agent may request the Revolving Lenders to make a Revolving Loan
to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations
described in Section 2.04(b).


 


(b)       Upon
the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender
shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative
Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable
Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance
purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender's Applicable Percentage of
all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such
Protective Advance.


 


Section
2.05Swingline Loans and Overadvances.


 


(a)       The
Administrative Agent, the Swingline Lender and the Revolving Lenders agree that in order to facilitate the administration of this
Agreement and the other Loan Documents, promptly after the Borrower requests an ABR Borrowing, the Swingline Lender may elect
to have the terms of this Section 2.05(a) apply to such Borrowing Request by advancing, on behalf of the Revolving Lenders
and in the amount requested, same day funds to the Borrower on the date of the applicable Borrowing to the Funding Account (each
such Loan made solely by the Swingline Lender pursuant to this Section 2.05(a) is referred to in this Agreement as a "Swingline
Loan"), with settlement among them as to the Swingline Loans to take place on a periodic basis as set forth in Section 2.05(d).
Each Swingline Loan shall be subject to all the terms and conditions applicable to other Loans funded by the Revolving Lenders,
except that such Loans shall be payable to the Swingline Lender solely for its own account. In addition, the Borrower hereby authorizes
the Swingline Lender to, and the Swingline Lender may, subject to the terms and conditions set


 




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forth
herein (but without any further written notice required), not later than 1:00 p.m., Chicago time, on each Business Day, make available
to the Borrower by means of a credit to the Funding Account, the proceeds of a Swingline Loan to the extent necessary to pay items
to be drawn on any Controlled Disbursement Account that Business Day; provided that, if on any Business Day there is insufficient
borrowing capacity to permit the Swingline Lender to make available to the Borrower a Swingline Loan in the amount necessary to
pay all items to be so drawn on any such Controlled Disbursement Account on such Business Day, then the Borrower shall be deemed
to have requested an ABR Borrowing pursuant to Section 2.03 in the amount of such deficiency to be made on such Business
Day. The aggregate amount of Swingline Loans outstanding at any time shall not exceed $30,000,000. The Swingline Lender shall
not make any Swingline Loan if the requested Swingline Loan exceeds Availability (before or after giving effect to such Swingline
Loan). All Swingline Loans shall bear interest at the ABR plus the Applicable Rate or such other rate as determined between the
Swingline Lender and Borrower.


 


(b)       Any
provision of this Agreement to the contrary notwithstanding, at the request of the Borrower, the Administrative Agent may in its
sole discretion (but with absolutely no obligation), on behalf of the Revolving Lenders, (x) make Revolving Loans to the Borrower
in amounts that exceed Availability (any such excess Revolving Loans are herein referred to collectively as "Overadvances")
or (y) deem the amount of Revolving Loans outstanding to the Borrower that are in excess of Availability to be Overadvances; provided
that, no Overadvance shall result in a Default due to Borrower's failure to comply with Section 2.01 for so long as such Overadvance
remains outstanding in accordance with the terms of this paragraph, but solely with respect to the amount of such Overadvance.
In addition, Overadvances may be made even if the condition precedent set forth in Section 4.02(c) has not been satisfied. All
Overadvances shall constitute ABR Borrowings. The making of an Overadvance on any one occasion shall not obligate the Administrative
Agent to make any Overadvance on any other occasion. The authority of the Administrative Agent to make Overadvances is limited
to an aggregate amount not to exceed $30,000,000 at any time, no Overadvance may remain outstanding for more than thirty days
and no Overadvance shall cause any Revolving Lender's Revolving Exposure to exceed its Revolving Commitment; provided that,
the Required Lenders may at any time revoke the Administrative Agent's authorization to make Overadvances. Any such revocation
must be in writing and shall become effective prospectively upon the Administrative Agent's receipt thereof.


 


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


 


(d)       The
Administrative Agent, on behalf of the Swingline Lender, shall request settlement (a "Settlement") with the Revolving
Lenders on at least a weekly basis or on any date that the Administrative Agent elects, by notifying the Revolving Lenders of
such requested Settlement by facsimile, telephone, or e-mail no later than 12:00 noon Chicago time on the date of such requested
Settlement (the "Settlement Date"). Each Revolving Lender (other than the Swingline Lender, in the case of the
Swingline Loans) shall transfer the amount of such Revolving Lender's Applicable Percentage of the outstanding principal amount
of the applicable Loan with respect to which Settlement is requested to the Administrative Agent, to such account of the Administrative
Agent as the Administrative Agent may designate, not later than 2:00 p.m.,


 




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Chicago
time, on such Settlement Date. Settlements may occur during the existence of a Default and whether or not the applicable conditions
precedent set forth in Section 4.02 have then been satisfied. Such amounts transferred to the Administrative Agent shall
be applied against the amounts of the Swingline Lender's Swingline Loans and, together with Swingline Lender's Applicable Percentage
of such Swingline Loan, shall constitute Revolving Loans of such Revolving Lenders, respectively. If any such amount is not transferred
to the Administrative Agent by any Revolving Lender on such Settlement Date, the Swingline Lender shall be entitled to recover
from such Lender on demand such amount, together with interest thereon, as specified in Section 2.07.


 


Section
2.06Letters of Credit.


 


(a)       General.
Subject to the terms and conditions set forth herein, the Borrower may request any Issuing Bank to issue, and pursuant to
and subject to the conditions of the terms of this Section 2.06 such Issuing Bank will issue, Letters of Credit, denominated in
dollars as the applicant thereof for the support of its or its Subsidiaries' obligations, in a form reasonably acceptable to such
Issuing Bank, at any time and from time to time during the Availability Period. Notwithstanding the foregoing, it is agreed that
after the Effective Date, BMO shall not be required to issue any new Letters of Credit unless requested by the Borrower and specifically
agreed to by BMO and JPMCB.


 


(b)       Notice
of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment or
extension of an outstanding Letter of Credit), the Borrower shall deliver by hand or facsimile (or transmit through Electronic
System, if arrangements for doing so have been approved by the respective Issuing Bank) to an Issuing Bank selected by it and
to the Administrative Agent (prior to 12:00 (noon), Chicago time, at least three (3) Business Days prior to the requested date
of issuance, amendment, or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit
to be amended or extended, and specifying the date of issuance, amendment or extension (which shall be a Business Day), the date
on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter
of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend
or extend such Letter of Credit. In addition, as a condition to any such Letter of Credit issuance, the Borrower shall have entered
into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a
letter of credit application, in each case, as required by the respective Issuing Bank and using such Issuing Bank's standard
form (each, a "Letter of Credit Agreement"). In the event of any inconsistency between the terms and conditions
of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall
control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter
of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension
(i) the aggregate LC Exposure shall not exceed the Letter of Credit Cap, (ii) no Revolving Lender's Revolving Exposure shall
exceed its Revolving Commitment and (iii) the Aggregate Revolving Exposure shall not exceed the lesser of (x) the Aggregate
Revolving Commitment and (y) the Borrowing Base. Notwithstanding the foregoing or anything to the contrary contained herein, no
Issuing Bank shall be obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding
LC Exposure in respect of all Letters of Credit issued by such Person and its Affiliates would exceed such Issuing Bank's Issuing
Bank Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed
that the Borrower may from time to time request that an Issuing Bank issue Letters of Credit in excess of its individual Issuing
Bank Sublimit in effect at the time of such request, and each Issuing Bank agrees to consider any such request in good faith.
Any Letter of Credit so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit then in effect shall nonetheless
constitute a Letter of Credit for all purposes of this Agreement, and shall not affect the Issuing Bank Sublimit of any other
Issuing Bank, subject to the limitations on the aggregate LC Exposure set forth in clause (i) of this Section 2.06(b).


 




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An
Issuing Bank shall not be under any obligation to issue any Letter of Credit if:


 


(i)       any
order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing
Bank from issuing such Letter of Credit, or any Requirement of Law relating to such Issuing Bank or any request or directive (whether
or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request
that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall
impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which
such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing
Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good
faith deems material to it, or


 


(ii)       the
issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally.


 


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


 


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


 


(e)       Reimbursement.
If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement
by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 11:00 a.m., Chicago time, on (i) the
Business Day that the Borrower receives notice of such LC Disbursement, if such notice is received prior to 9:00 a.m., Chicago
time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice,
if such notice is received after 9:00 a.m. Chicago time, on the day of receipt; provided that the Borrower may, subject
to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed
with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower's obligation
to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower
fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement,
the payment then due from the Borrower in respect thereof and such Lender's Applicable Percentage thereof. Promptly following
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Revolving
Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same
manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis
mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the respective
Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent
of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective
Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing
Bank, then to such Lenders and such Issuing Bank, as their interests may appear. Any payment made by a Revolving Lender pursuant
to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline
Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such
LC Disbursement.


 


(f)       Obligations
Absolute. The Borrower's obligation to reimburse LC Disbursements as provided in Section 2.06(e) shall be absolute, unconditional
and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement
or this Agreement, or any term or provision therein or herein, (ii) any draft or other document presented under a Letter of Credit
proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect,
(iii) any payment by the respective Issuing Bank under a Letter of Credit against presentation of a draft or other document that
does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar
to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Borrower's obligations hereunder. Neither the Administrative Agent, the Revolving Lenders,
nor any Issuing Bank or any of their respective Related Parties shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective
of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required
to make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising
from causes beyond the control of the respective Issuing Bank; provided that the foregoing shall not be construed to excuse
an Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential
or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered
by the Borrower that are caused by such Issuing Bank's failure to exercise care when determining whether drafts and other documents
presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross
negligence or willful misconduct on the part of an Issuing Bank (as finally determined by a court of competent jurisdiction),
such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without
limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be
in substantial compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and
make payment upon such documents without responsibility for further investigation, regardless of any notice or information to
the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the
terms of such Letter of Credit.


 


(g)       Disbursement
Procedures. The Issuing Bank for any Letter of Credit shall, within the time allowed by applicable law or the specific terms
of the Letter of Credit following its receipt thereof, examine all documents purporting to represent a demand for payment under
such Letter of Credit. Such Issuing Bank shall promptly after such examination notify the Administrative Agent and the Borrower
by telephone (confirmed by fax or through Electronic Systems) of such demand for payment if such Issuing Bank has made or will
make an LC Disbursement thereunder; provided that any failure to give or delay in giving


 




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such
notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the Revolving Lenders with respect
to any such LC Disbursement.


 


(h)       Interim
Interest. If the Issuing Bank for any Letter of Credit shall make any LC Disbursement, then, unless the Borrower shall reimburse
such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each
day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement,
at the rate per annum then applicable to ABR Revolving Loans and such interest shall be due and payable on the date when such
reimbursement is payable; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to Section
2.060(e), then Section 2.13(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account of such Issuing
Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to Section 2.06(e) to reimburse
such Issuing Bank for such LC Disbursement shall be for the account of such Lender to the extent of such payment.


 


(i)       Replacement
and Resignation of an Issuing Bank.


 


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


 


(ii)       Subject
to the appointment and acceptance of a successor Issuing Bank, any Issuing Bank may resign as an Issuing Bank at any time upon
30 days' prior written notice to the Administrative Agent, the Borrower and the Lenders, in which case, such resigning Issuing
Bank shall be replaced in accordance with Section 2.06(i)(i) above.


 


(j)       Cash
Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice
from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders
with LC Exposure representing greater than 50% of the aggregate LC Exposure) demanding the deposit of cash collateral pursuant
to this paragraph, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent
and for the benefit of the Revolving Lenders (the "LC Collateral Account"), an amount in cash equal to 103% of
the amount of the LC Exposure as of such date plus accrued and unpaid interest thereon; provided that the obligation to
deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without
demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h)
or (i) of Article VII. The Borrower also shall deposit cash collateral in accordance with this paragraph as and to the extent
required by Sections 2.10(b), 2.11(b) or 2.20. Each such deposit shall be held by the Administrative Agent as collateral for the
payment and performance of the Secured Obligations. In addition, and without limiting the foregoing or Section 2.06(c), if any
LC Exposure remains outstanding after the expiration date specified in said paragraph (c), the Borrower shall immediately deposit
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Collateral
Account an amount in cash equal to 103% of such LC Exposure as of such date plus any accrued and unpaid interest thereon. The
Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral
Account and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account and all money
or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such deposits, which
investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower's risk and expense,
such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the LC Collateral
Account. Moneys in the LC Collateral Account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC
Disbursements for which it has not been reimbursed, together with related fees, costs, and customary processing charges, and,
to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure
at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure
representing greater than 50% of the aggregate LC Exposure), be applied to satisfy other Secured Obligations. If the Borrower
is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount
(to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all such Events
of Default have been cured or waived as confirmed in writing by the Administrative Agent.


 


(k)       Issuing
Bank Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, each Issuing Bank that is not
an Affiliate of JPMCB shall, in addition to its notification obligations set forth elsewhere in this Section, report in writing
to the Administrative Agent (i) periodic activity (for such period or recurrent periods as shall be requested by the Administrative
Agent) in respect of Letters of Credit issued by such Issuing Bank, including all issuances, extensions, and amendments, all expirations
and cancelations and all disbursements and reimbursements, (ii) reasonably prior to the time that such Issuing Bank issues, amends
or extends any Letter of Credit, the date of such issuance, amendment or extension, and the stated amount of the Letters of Credit
issued, amended or extended by it and outstanding after giving effect to such issuance, amendment or extension (and whether the
amounts thereof shall have changed), (iii) on each Business Day on which such Issuing Bank makes any LC Disbursement, the date
and amount of such LC Disbursement, (iv) on any Business Day on which the Borrower fails to reimburse an LC Disbursement required
to be reimbursed to such Issuing Bank on such day, the date of such failure and the amount of such LC Disbursement, and (v) on
any other Business Day, such other information as the Administrative Agent shall reasonably request as to the Letters of Credit
issued by such Issuing Bank.


 


(l)       Letters
of Credit Issued for Account of Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder supports
any obligations of, or is for the account of, a Subsidiary, or states that a Subsidiary is the "account party," "applicant,"
"customer," "instructing party," or the like of or for such Letter of Credit, and without derogating from
any rights of the Issuing Bank (whether arising by contract, at law, in equity or otherwise) against such Subsidiary in respect
of such Letter of Credit, the Borrower (i) shall reimburse, indemnify and compensate the Issuing Bank hereunder for such Letter
of Credit (including to reimburse any and all drawings thereunder) as if such Letter of Credit had been issued solely for the
account of the Borrower and (ii) irrevocably waives any and all defenses that might otherwise be available to it as a guarantor
or surety of any or all of the obligations of such Subsidiary in respect of such Letter of Credit. The Borrower hereby acknowledges
that the issuance of such Letters of Credit for its Subsidiaries inures to the benefit of the Borrower, and that the Borrower's
business derives substantial benefits from the businesses of such Subsidiaries.


 


Section
2.07Funding of Borrowings.


 


(a)       Each
Lender shall make each Loan to be made by such Lender hereunder on the proposed date thereof solely by wire transfer of immediately
available funds by 2:00 p.m., Chicago time, to the account of the Administrative Agent most recently designated by it for such
purpose by notice to the


 




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Lenders
in an amount equal to such Lender's Applicable Percentage; provided that, Swingline Loans shall be made as provided in
Section 2.05. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the funds so received
in the aforesaid account of the Administrative Agent to the Funding Account; provided that ABR Revolving Loans made to
finance the reimbursement of (i) an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative
Agent to the Issuing Bank and (ii) a Protective Advance or an Overadvance shall be retained by the Administrative Agent.


 


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


 


Section
2.08Interest Elections.


 


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


 


(b)       To
make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election either in writing
(delivered by hand or fax) by delivering an Interest Election Request signed by a Responsible Officer of the Borrower, or through
Electronic System if arrangements for doing so have been approved by the Administrative Agent (or if an Extenuating Circumstance
shall exist, by telephone) by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting
a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election
Request shall be irrevocable and each such telephonic Interest Election Request, if permitted, shall be confirmed immediately
upon the cessation of the Extenuating Circumstance by hand delivery, Electronic System or facsimile to the Administrative Agent
of a written Interest Election Request in a form approved by the Administrative Agent and signed by a Responsible Officer of the
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(c)       Each
written (or if permitted, telephonic) Interest Election Request (including requests submitted through Electronic System) shall
specify the following information in compliance with Section 2.02:


 


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


 


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


 


(iii)       whether
the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and


 


(iv)       if
the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election,
which shall be a period contemplated by the definition of the term "Interest Period".


 


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


 


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


 


(e)       If
the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period
such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has
occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then,
so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar
Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest
Period applicable thereto.


 


Section
2.09Termination and Reduction of Commitments; Increase in Revolving
Commitments.


 


(a)       Unless
previously terminated, the Revolving Commitments shall terminate on the Maturity Date.


 


(b)       The
Borrower may at any time terminate the Revolving Commitments upon Payment in Full of the Secured Obligations.


 


(c)       The
Borrower may from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments
shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and (ii) the Borrower shall not
terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance
with Section 2.11, (A) any Lender's Revolving Exposure would exceed such Lender's Revolving Commitment or (B) the Aggregate Revolving
Exposure would exceed the lesser of the Aggregate Revolving Commitment and the Borrowing Base.


 




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


 


(e)       The
Borrower shall have the right to increase the Revolving Commitments by obtaining additional Revolving Commitments, either from
one or more of the Lenders or another lending institution provided that (i) any such request for an increase shall
be in a minimum amount of $10,000,000, (ii) the Borrower may make a maximum of three (3) such requests, (iii) after
giving effect thereto, the sum of the total of the additional Commitments does not exceed the sum of $100,000,000 plus
the then outstanding Specified Suppressed Availability, if any, at the time of such request, (iv) the Administrative Agent
has approved the identity of any such new Lender, such approval not to be unreasonably withheld, conditioned or delayed, (v) any
such new Lender assumes all of the rights and obligations of a "Lender" hereunder, and (vi) the procedure described
in Section 2.09(f) have been satisfied. Nothing contained in this Section 2.09 shall constitute, or otherwise be deemed
to be, a commitment on the part of any Lender to increase its Commitment hereunder at any time.


 


(f)       Any
amendment hereto for such an increase or addition shall be in form and substance satisfactory to the Administrative Agent in its
Permitted Discretion and shall only require the written signatures of the Administrative Agent, the Borrower and each Lender being
added or increasing its Commitment, subject only to the approval of all Lenders if any such increase or addition would cause the
additional Revolving Commitments to exceed $100,000,000 plus the then outstanding Specified Suppressed Availability, if
any, at the time of such request. As a condition precedent to such an increase or addition, the Borrower shall deliver to the
Administrative Agent (i) a certificate of each Loan Party signed by an authorized officer of such Loan Party (A) certifying
and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of
the Borrower, certifying that, before and after giving effect to such increase or addition, (1) the representations and warranties
contained in Article III and the other Loan Documents are true and correct, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (2) no
Default exists and (3) the Borrower is in compliance (on a pro forma basis) with the covenants contained in Section 6.13
and (ii) legal opinions and documents consistent with those delivered on the Effective Date, to the extent requested by the
Administrative Agent.


 


(g)       On
the effective date of any such increase or addition, (i) any Lender increasing (or, in the case of any newly added Lender,
extending) its Revolving Commitment shall make available to the Administrative Agent such amounts in immediately available funds
as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after
giving effect to such increase or addition and the use of such amounts to make payments to such other Lenders, each Lender's portion
of the outstanding Revolving Loans of all the Lenders to equal its revised Applicable Percentage of such outstanding Revolving
Loans, and the Administrative Agent shall make such other adjustments among the Lenders with respect to the Revolving Loans then
outstanding and amounts of principal, interest, commitment fees, unused line fees, and other amounts paid or payable with respect
thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation and (ii) the
Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase (or addition)
in the Revolving Commitments (with such reborrowing to consist of the


 




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Types
of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance
with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding
sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Loan,
shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the deemed payment occurs
other than on the last day of the related Interest Periods. Within a reasonable time after the effective date of any increase
or addition, the Administrative Agent shall, and is hereby authorized and directed to, revise the Commitment Schedule to reflect
such increase or addition and shall distribute such revised Commitment Schedule to each of the Lenders and the Borrower, whereupon
such revised Commitment Schedule shall replace the old Commitment Schedule and become part of this Agreement.


 


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


 


(a)       The
Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Lender
the then unpaid principal amount of each Revolving Loan on the Maturity Date, (ii) to the Administrative Agent the then unpaid
amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, and (iii) to the
Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and the 30th
day after such Overadvance is made.


 


(b)       On
each Business day during a Cash Dominion Period, the Administrative Agent shall apply all funds credited to the Collection Account
on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not
immediately available) first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, second
to prepay the Swingline Loans, and third to prepay the Revolving Loans (excluding Swingline Loans) and to cash collateralize
outstanding LC Exposure. Notwithstanding the foregoing, to the extent any funds credited to the Collection Account constitute
Net Proceeds, the application of such Net Proceeds shall be subject to Section 2.11(c).


 


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


 


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


 


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


 


(f)       Any
Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute
and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest
thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory
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Section
2.11Prepayment of Loans.


 


(a)       The
Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior
notice in accordance with Section 2.11(f) and, if applicable, payment of any break funding expenses under Section 2.16.


 


(b)       Except
for Overadvances permitted under Section 2.05, in the event and on such occasion that the Aggregate Revolving Exposure exceeds
the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base, the Borrower shall prepay the Revolving
Loans, LC Exposure and/or Swingline Loans or, in the case of LC Exposure, cash collateralize the LC Exposure in an account with
the Administrative Agent pursuant to Section 2.06(j), as applicable in an aggregate amount equal to such excess.


 


(c)       In
the event and on each occasion that any Net Proceeds are received by or on behalf of any Loan Party or any Subsidiary in respect
of any Prepayment Event, the Borrower shall, immediately after such Net Proceeds are received by any Loan Party or any Subsidiary,
prepay the Obligations and cash collateralize the LC Exposure as set forth in Section 2.11(e) below in an aggregate amount
equal to 100% of such Net Proceeds.


 


(d)       In
the event and on such occasion that any Revolving Loans, L/C Exposure and/or Swingline Loans are outstanding and (i) Specified
Availability, as calculated by the Administrative Agent, is less than $75,000,000 and (ii) the aggregate amount of cash and cash
equivalents held by the Borrower and its Restricted Subsidiaries exceeds $10,000,000 in the aggregate for any period of fifteen
consecutive Business Days, unless the applicable cash or cash equivalents are being held for any investment or any other use permitted
by this Agreement (excluding working capital purposes and other transactions in the ordinary course of business), the Borrower
shall prepay the Revolving Loans, L/C Exposure and/or Swingline Loans, or in the case of LC Exposure, cash collateralize the LC
Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), as applicable, in an aggregate amount equal
to such excess.


 


(e)       All
prepayments made pursuant to Section 2.11(a), (c), or (d) shall be applied, first to prepay any Protective Advances and
Overadvances that may be outstanding, pro rata, second, to prepay Swingline Loans, third to prepay the Revolving
Loans (excluding Swingline Loans) without a corresponding reduction in the Revolving Commitments or the Swingline Commitment,
as applicable, and to cash collateralize outstanding LC Exposure.


 


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


 




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(i) accrued
interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16.


 


Section
2.12Fees.


 


(a)       The
Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender according to its pro rata share of
the Aggregate Revolving Commitments, an unused line fee, which shall accrue during the period from and including the Effective
Date to but excluding the date on which the Revolving Commitments terminate, at the Applicable Unused Line Fee Rate on the then
daily amount of the difference of the Aggregate Revolving Commitments minus the Aggregate Revolving Exposure. Accrued unused
line fees shall be payable in arrears on the first Business Day of each calendar quarter and on the date on which the Revolving
Commitments terminate, commencing on the first such date to occur after the date hereof. All unused line fees shall be computed
on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding
the last day).


 


(b)       The
Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, a participation fee with respect to its
participations in each outstanding Letter of Credit, which fee shall accrue on the daily maximum amount then available to be drawn
under such Letter of Credit at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving
Loans during the period from and including the Effective Date to but excluding the later of the date on which such Lender's Revolving
Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank for its
own account a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which fee shall accrue at the rate
of 0.125% per annum on the daily maximum amount then available to be drawn under such Letter of Credit, during the period from
and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date
on which there ceases to be any LC Exposure with respect to Letters of Credit issued by such Issuing Bank, as well as such Issuing
Bank's standard fees and commissions with respect to the issuance, amendment or extension of any Letter of Credit and other processing
fees, and other standard costs and charges, of such Issuing Bank relating to Letters of Credit as from time to time in effect.
Participation fees and fronting fees accrued through and including the last day of each calendar quarter shall be payable on the
first Business Day of each calendar quarter following such last day, commencing on the first such date to occur after the Effective
Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such
fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to
an Issuing Bank pursuant to this paragraph shall be payable within ten (10) Business Days after demand. All participation fees
and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).


 


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


 


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


 


Section
2.13Interest.


 


(a)       The
Loans comprising ABR Borrowings shall bear interest at the ABR plus the Applicable Rate.


 




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(b)       The
Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for
such Borrowing plus the Applicable Rate.


 


(c)       Each
Protective Advance and each Overadvance shall bear interest at the ABR plus the Applicable Rate for Revolving Loans plus 2%.


 


(d)       Notwithstanding
the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well
as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise
applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount,
2% plus the rate applicable to ABR Loans as provided in Section 2.13(a).


 


(e)       Accrued
interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments;
provided that (i) interest accrued pursuant to Section 2.13(d) shall be payable on demand, (ii) in the event
of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Availability
Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment
and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor,
accrued interest on such Loan shall be payable on the effective date of such conversion.


 


(f)       All
interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate
Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable
for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate,
Adjusted LIBO Rate, or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent
manifest error.


 


Section
2.14Alternate Rate of Interest; Illegality.


 


(a)       Subject
to clauses (c), (d), (e), (f), (g) and (h) of this Section 2.14, if prior to the commencement of any Interest Period for a Eurodollar
Borrowing:


 


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


 


(ii)       the
Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such
Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans
(or its Loan) included in such Borrowing for such Interest Period;


 


then the
Administrative Agent shall give notice thereof to the Borrower and the Lenders through Electronic System as provided in Section 9.01
as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances
giving rise to such notice no longer exist, (A) any Interest Election Request that requests the conversion of any Borrowing
to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and any such Eurodollar Borrowing shall be
repaid or converted into an ABR Borrowing on the last day of the then current Interest Period applicable


 




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thereto,
and (B) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.


 


(b)       If
any Lender reasonably determines that any Requirement of Law has made it unlawful, or if any Governmental Authority has asserted
that it is unlawful, for any Lender or its applicable lending office to make, maintain, fund or continue any Eurodollar Borrowing,
or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take
deposits of, dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative
Agent, any obligations of such Lender to make, maintain, fund or continue Eurodollar Loans or to convert ABR Borrowings to Eurodollar
Borrowings will be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving
rise to such determination no longer exist. Upon receipt of such notice, the Borrower will upon demand from such Lender (with
a copy to the Administrative Agent), either convert or prepay all Eurodollar Borrowings of such Lender to ABR Borrowings, either
on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Borrowings to
such day, or immediately, if such Lender may not lawfully continue to maintain such Loans. Upon any such conversion or prepayment,
the Borrower will also pay accrued interest on the amount so converted or prepaid.


 


(c)       Notwithstanding
anything to the contrary herein or in any other Loan Document (and any Swap Agreement or an agreement with respect to Banking
Services shall be deemed not to be a "Loan Document" for purposes of this Section 2.14), if a Benchmark Transition Event
or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time
in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with
clause (1) or (2) of the definition of "Benchmark Replacement" for such Benchmark Replacement Date, such Benchmark Replacement
will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent
Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan
Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of "Benchmark Replacement"
for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under
any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day
after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or
consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received,
by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.


 


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


 


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


 




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(f)       The
Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event,
a Term SOFR Transition Event or an Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement,
(iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark
pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination,
decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant
to this Section 2.14, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence
of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive
and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to
this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.14.


 


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


 


(h)       Upon
the Borrower's receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request
for a Eurodollar Borrowing of, conversion to or continuation of Eurodollar Loans to be made, converted or continued during any
Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request
for a Borrowing of or conversion to ABR Loans. During any Benchmark Unavailability Period or at any time that a tenor for the
then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for
such Benchmark, as applicable, will not be used in any determination of ABR.


 


Section
2.15Increased Costs.


 


(a)       If
any Change in Law shall:


 


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


 


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


 


(iii)       subject
any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the
definition of Excluded Taxes and (C) Connection Income


 




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Taxes)
on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities
or capital attributable thereto;


 


and the
result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting
into or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender,
the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount
of any sum received or receivable by such Lender, the Issuing Bank or such other Recipient hereunder (whether of principal, interest
or otherwise), then the Borrower will pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, such additional
amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, for such additional
costs incurred or reduction suffered.


 


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


 


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


 


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


 


Section
2.16Break Funding Payments.
In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period
applicable thereto (including as a result of an Event of Default or as a result of any prepayment pursuant to Section 2.11),
(b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the
failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto
(regardless of whether such notice may be revoked under Section 2.09(d) and is revoked in accordance therewith), or (d) the
assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request
by the Borrower pursuant to Section 2.19 or 9.02(d), then, in any such event, the Borrower shall compensate each Lender for
the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender
shall be deemed to include an amount reasonably determined by such Lender to be the excess, if any, of (i) the amount of
interest which would have accrued on the principal amount of such Eurodollar Loan had such event not


 




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occurred,
at the Adjusted LIBO Rate that would have been applicable to such Eurodollar Loan, for the period from the date of such event
to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for
the period that would have been the Interest Period for such Eurodollar Loan), over (ii) the amount of interest which would
accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement
of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate
of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered
to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any
such certificate within ten (10) Business Days after receipt thereof.


 


Section
2.17Withholding of Taxes; Gross-Up.


 


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


 


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


 


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


 


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


 


(e)       Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor,
for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified
the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any
Taxes attributable to such Lender's failure to comply with the provisions of Section 9.04(c) relating to the maintenance
of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each


 




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case,
that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising
therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall
be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to setoff and apply any and all amounts
at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to such Lender from
any other source against any amount due to the Administrative Agent under this Section 2.17(e).


 


(f)       Status
of Lenders.


 


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


 


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


 


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


 


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


 


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


 




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


 


(3)       in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,
(x) a certificate substantially in the form of Exhibit C-1 to the effect that such Foreign Lender is not a "bank"
within the meaning of Section 881(c)(3)(A) of the Code, a "10 percent shareholder" of the Borrower within the meaning
of Section 881(c)(3)(B) of the Code, or a "controlled foreign corporation" related to the Borrower as described
in Section 881(c)(3)(C) of the Code (a "U.S. Tax Compliance Certificate") and (y) an executed copy
of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable; or


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


Section
2.18Payments Generally; Allocation of Proceeds; Sharing of Setoffs.


 


(a)       The
Borrower shall make each payment or prepayment required to be made by it hereunder (whether of principal, interest, fees or reimbursement
of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 2:00 p.m., Chicago time,
on the date when due or the date fixed for any prepayment hereunder, in immediately available funds, without setoff, recoupment
or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed
to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall
be made to the Administrative Agent at its offices at 10 South Dearborn Street, Floor L2, Chicago, Illinois, except payments to
be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections
2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any
such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof.
Unless otherwise provided for herein, if any payment hereunder shall be due on a day that is not a Business Day, the date for
payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon
shall be payable for the period of such extension. All payments hereunder shall be made in dollars.


 


(b)       All
payments and any proceeds of Collateral received by the Administrative Agent (i) not constituting either (A) a specific
payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the
Borrower), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (C) amounts to
be applied from the Collection Account during a Cash Dominion Period (which shall be applied in accordance with Section 2.10(b))
or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders
so direct, shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements


 




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then
due to the Administrative Agent and the Issuing Bank from the Borrower (other than in connection with Banking Services Obligations
or Swap Agreement Obligations), second, to pay any fees, indemnities, or expense reimbursements then due to the Lenders
from the Borrower (other than in connection with Banking Services Obligations or Swap Agreement Obligations), third, to
pay interest due in respect of the Overadvances and Protective Advances, fourth, to pay the principal of the Overadvances
and Protective Advances, fifth, to pay interest then due and payable on the Loans (other than the Overadvances and Protective
Advances) ratably, sixth, to prepay principal on the Loans (other than the Overadvances and Protective Advances) and unreimbursed
LC Disbursements, to pay an amount to the Administrative Agent equal to one hundred three percent (103%) of the aggregate undrawn
face amount of all outstanding Letters of Credit and the aggregate amount of any unpaid LC Disbursements, to be held as cash collateral
for such Obligations, and to pay any amounts owing in respect of Banking Services Obligations and Swap Agreement Obligations up
to and including the amount most recently provided to the Administrative Agent pursuant to Section 2.22, for which Reserves have
been established, ratably, seventh, to payment of any amounts owing in respect of Banking Services Obligations and Swap
Agreement Obligations up to and including the amount most recently provided to the Administrative Agent pursuant to Section 2.22
and to the extent not paid pursuant to clause sixth above, and eighth, to the payment of any other Secured Obligation due
to the Administrative Agent or any Lender by the Borrower. Notwithstanding the foregoing, amounts received from any Loan Party
shall not be applied to any Excluded Swap Obligation of such Loan Party. Notwithstanding anything to the contrary contained in
this Agreement, unless so directed by the Borrower, or unless a Default is in existence, neither the Administrative Agent nor
any Lender shall apply any payment which it receives to any Eurodollar Loan of a Class, except (a) on the expiration date of the
Interest Period applicable thereto or (b) in the event, and only to the extent, that there are no outstanding ABR Loans of the
same Class and, in any such event, the Borrower shall pay the break funding payment required in accordance with Section 2.16.
The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and
all such proceeds and payments made at any time an Event of Default was outstanding to any portion of the Secured Obligations.


 


(c)       At
the election of the Administrative Agent, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable
expenses (including, without limitation, all reimbursement for fees, costs and expenses pursuant to Section 9.03), and other
sums payable under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request
by the Borrower pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit
account of the Borrower maintained with the Administrative Agent; provided, that as long as no Event of Default has occurred and
is continuing and a Cash Dominion Period is not then in effect, the Administrative Agent shall provide prior written notice to
the Borrower and a reasonable period (not to exceed three (3) Business Days with respect to payments of interest and fees owing
to the Administrative Agent and the Lenders or ten (10) Business Days with respect to all other payments hereunder, provided that
no prior notice shall be required with respect to payments of principal) for Borrower to pay such amounts. The Borrower hereby
irrevocably authorizes the Administrative Agent in accordance with the foregoing sentence and, for the avoidance of doubt, at
all times when either an Event of Default exists or during a Cash Dominion Period, (i) to make a Borrowing for the purpose of
paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents
and agrees that all such amounts charged shall constitute Loans (including Swingline Loans and Overadvances, but such a Borrowing
may only constitute a Protective Advance if it is to reimburse costs, fees and expenses as described in Section 9.03) and
that all such Borrowings shall be deemed to have been requested pursuant to Section 2.03, 2.04 or 2.05, as applicable, and
(ii)  to charge any deposit account of the Borrower maintained with the Administrative Agent for each payment of principal,
interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.


 


(d)       If,
except as otherwise expressly provided herein, any Lender shall, by exercising any right of setoff or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting
in such Lender receiving payment of a greater


 




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


 


(e)       Unless
the Administrative Agent shall have received, prior to any date on which any payment is due to the Administrative Agent for the
account of the Lenders or the Issuing Bank pursuant to the terms hereof or any other Loan Document (including any date that is
fixed for prepayment by notice from the Borrower to the Administrative Agent pursuant to Section 2.11(e)), notice from the Borrower
that the Borrower will not make such payment or prepayment, the Administrative Agent may assume that the Borrower has made such
payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing
Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders
or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount
so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed
to it to but excluding the date of payment to the Administrative Agent, at the greater of the NYFRB Rate and a rate determined
by the Administrative Agent in accordance with banking industry rules on interbank compensation.


 


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


 


Section
2.19Mitigation Obligations; Replacement of Lenders.


 


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


 


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


 


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


 


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


 


(b)       any
payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting
Lender (whether voluntary or mandatory, at maturity, pursuant to Section 2.18(b) or otherwise) or received by the Administrative
Agent from a Defaulting Lender pursuant to Section 9.08 shall be applied at such time or times as may be determined by the Administrative
Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder;
second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or Swingline Lender
hereunder; third, to cash collateralize the LC Exposure with respect to such Defaulting Lender in accordance with this Section;
fourth, as the Borrower may request (so long as


 




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no
Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund
its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative
Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender's
potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize future LC Exposure
with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with
this Section; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or Swingline Lender as a result of
any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Banks or Swingline Lender against such Defaulting
Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement or under any other Loan Document;
seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of
any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such
Defaulting Lender's breach of its obligations under this Agreement or under any other Loan Document; and eighth, to such Defaulting
Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal
amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share,
and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02
were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all non-Defaulting
Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed to, such Defaulting
Lender until such time as all Loans and funded and unfunded participations in the Borrower's obligations corresponding to such
Defaulting Lender's LC Exposure and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments without
giving effect to Section 2.20(d) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that
are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section shall be
deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto;


 


(c)       such
Defaulting Lender shall not have the right to vote on any issue on which voting is required (other than to the extent expressly
provided in Section 9.02(b)) and the Commitment and Revolving Exposure of such Defaulting Lender shall not be included in
determining whether the Required Lenders or the Supermajority Lenders have taken or may take any action hereunder (including any
consent to any amendment, waiver or other modification pursuant to Section 9.02) or under any other Loan Document; provided,
that, except as otherwise provided in Section 9.02, this Section 2.20(c) shall not apply to the vote of a Defaulting Lender
in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected
thereby;


 


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


 


(i)       all
or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting
Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as
to any non-Defaulting Lender, cause such non-Defaulting Lender's Revolving Exposure to exceed its Revolving Commitment;


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 




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Administrative
Agent or any Lender in reliance upon such payment or application of proceeds. The provisions of this Section 2.21 shall survive
the termination of this Agreement.


 


Section
2.22Banking Services and Swap Agreements.
Each Lender other than JPMCB or Affiliate thereof providing Banking Services for, or having Swap Agreements with, any Loan Party
or any Subsidiary of a Loan Party shall deliver to the Administrative Agent, promptly after entering into such Banking Services
or Swap Agreements, written notice setting forth the aggregate amount of all Banking Services Obligations and Swap Agreement Obligations
of such Loan Party or Subsidiary thereof to such Lender or Affiliate (whether matured or unmatured, absolute or contingent). In
addition, each such Lender (other than JPMCB) or Affiliate thereof shall deliver to the Administrative Agent, from time to time
after a significant change therein or upon a request therefor, a summary of the amounts due or to become due in respect of such
Banking Services Obligations and Swap Agreement Obligations. The most recent information provided to the Administrative Agent
shall be used in determining the amounts to be applied in respect of such Banking Services Obligations and/or Swap Agreement Obligations
pursuant to Section 2.18(b) and which tier of the waterfall, contained in Section 2.18(b), such Banking Services Obligations
and/or Swap Agreement Obligations will be placed; provided, that Borrower and Secured Parties agree that no Banking Services Obligations
of the type set forth in clause (e) of the definition of Banking Services shall be subject to a Reserve or payable pursuant to
tier "sixth" of Section 2.18(b). For the avoidance of doubt, so long as JPMCB or its Affiliate is the Administrative
Agent, neither JPMCB nor any of its Affiliates providing Banking Services for, or having Swap Agreements with, any Loan Party
or any Subsidiary of a Loan Party shall be required to provide any notice described in this Section 2.22 in respect of such Banking
Services or Swap Agreements.


 


ARTICLE
III


 




Representations and Warranties


 


Each
Loan Party represents and warrants to the Lenders that:


 


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


 


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


 


Section
3.03Governmental Approvals; No Conflicts.
The Transactions (a) do not require the Borrower or any of its Restricted Subsidiaries to obtain or make any consent or approval
of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or
made and are in full force and effect, (ii) filings necessary to perfect Liens created pursuant to the Loan Documents and (iii)
other consents, approvals, registrations, filings or actions (the failure of which to obtain or perform could not reasonably be
expected to result in a Material Adverse Effect), (b) will not violate any Requirement of Law applicable to any Loan Party
or any Restricted Subsidiary, (c) will not violate or result


 




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in a default
under any indenture, agreement or other instrument binding upon any Loan Party or any Restricted Subsidiary or the assets of any
Loan Party or any Restricted Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party
or any Restricted Subsidiary (except for violations, defaults or the creation of such rights that could not reasonably be expected
to result in a Material Adverse Effect), and (d) will not result in the creation or imposition of, or the requirement to
create, any Lien on any asset of any Loan Party or any Restricted Subsidiary, except Liens created pursuant to the Loan Documents.


 


Section
3.04Financial Condition; No Material Adverse Change.


 


(a)       The
Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity
and cash flows (i) as of and for the fiscal years ended October 31, 2019 and October 31, 2020, reported on by RSM US LLP,
independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended January
31, 2021, certified by a Financial Officer. Such financial statements present fairly, in all material respects, the financial
position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such
periods in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes in the case of the
statements referred to in clause (ii) above.


 


(b)       No
event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since
October 31, 2020.


 


Section
3.05Properties. Borrower
and its Restricted Subsidiaries have good title to, or valid leasehold interests in, all of its real and personal property material
to the business of the Borrower and each Restricted Subsidiary, except for (i) minor defects in title that do not interfere with
its ability to conduct its business as currently conducted, (ii) Liens permitted by Section 6.02 or (iii) except where failure
to have such title or other interest could not reasonably be expected to have, individually or in the aggregate, in a Material
Adverse Effect.


 


Section
3.06Litigation and Environmental Matters.


 


(a)       No
actions, suits or proceedings by or before any arbitrator or Governmental Authority are pending or, to the knowledge of any Loan
Party, threatened against or affecting any Loan Party or any Restricted Subsidiary (i) that could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any Loan Document or the Transactions.


 


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


 


Section
3.07Compliance with Laws and Agreements; No Default.
Except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect, each Loan Party and each Restricted Subsidiary is in compliance with (a) all Requirement of Law applicable
to it or its property and (b) all indentures, agreements and other instruments binding upon it or its property. No Default
has occurred and is continuing.


 




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


 


Section
3.09Taxes. Each Loan
Party and each Restricted Subsidiary has timely filed or caused to be filed all Tax returns and reports required to have been
filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested
in good faith by appropriate proceedings and for which such Loan Party or such Restricted Subsidiary, as applicable, has set aside
on its books adequate reserves or (b) to the extent failure to do so could not reasonably be expected to cause a Material Adverse
Effect. No tax Liens greater than $15,000,000 have been filed against the Borrower or any Restricted Subsidiary and no claims
are being asserted with respect to any such taxes.


 


Section
3.10ERISA. No ERISA
Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability
is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.  Except as could not
reasonably be expected to result in a Material Adverse Effect, the present value of all accumulated benefit obligations under
each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as
of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such
Plan.  Except as could not reasonably be expected to result in a Material Adverse Effect, (i) each Employee Benefit Plan
complies with, and has been operated in accordance with, all applicable laws, including ERISA and the Code, and the terms of such
plan; (ii) each Employee Benefit Plan intended by a Loan Party to be qualified under Section 401(a) of the Code is so qualified,
and (iii) no Loan Party has any liability for an excise tax, fine, penalty, or damage (including as the result of a violation
of Title I of ERISA) with respect to any Employee Benefit Plan.


 


Section
3.11Disclosure. None
of the reports, financial statements, certificates or other written information furnished by or on behalf of any Loan Party or
any Restricted Subsidiary to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any
other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact
or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they
were made, not materially misleading; provided that, with respect to projected financial information, the Loan Parties
represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered
(it being understood that such projections are as to future events and are not to be viewed as facts, and that actual results
during the period or periods covered by any such projections may differ significantly from the projected results and such differences
may be material).


 


Section
3.12[Reserved].


 


Section
3.13Solvency. The Borrower
and its Restricted Subsidiaries taken as a whole are Solvent.


 


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


 


Section
3.15Capitalization and Subsidiaries.
As of the Effective Date, Schedule 3.15 identifies each Subsidiary of the Borrower, the jurisdiction of its incorporation
or organization, as the case may be, they type of entity and the percentage of issued and outstanding shares of each class of
Equity


 




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Interests
owned by the Borrower and other Loan Parties. All of the issued and outstanding Equity Interests in the Borrower and each Restricted
Subsidiary have been (to the extent such concepts are relevant with respect to such ownership interests) validly issued and outstanding
and fully paid and non-assessable. Except as set forth on Schedule 3.15 as of the Effective Date, or otherwise disclosed
to the Administrative Agent in writing after the Effective Date, there are no outstanding commitments or other obligations of
any Subsidiary of the Borrower that is a Loan Party to issue, and no options, warrants or other rights of any Person to acquire,
any shares of any class of capital stock or other equity interests of any Subsidiary of the Borrower that is a Loan Party.


 


Section
3.16Security Interest in Collateral.
The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all of the Collateral in favor of
the Administrative Agent, for the benefit of the Secured Parties, and such Liens constitute perfected and continuing Liens on
the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Party and all third parties, and having
priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances, to the extent any such
Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law,
and (b) Liens perfected only by possession (including possession of any certificate of title), to the extent the Administrative
Agent has not obtained or does not maintain possession of such Collateral.


 


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


 


Section
3.18Margin Regulations.
No Loan Party is engaged and will not engage, principally or as one of its important activities, in the business of purchasing
or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, and no part of the proceeds
of any Borrowing or Letter of Credit hereunder will be used to buy or carry any Margin Stock. Following the application of the
proceeds of each Borrowing or drawing under each Letter of Credit, not more than 25% of the value of the assets (either of any
Loan Party only or of the Loan Parties and their Subsidiaries on a consolidated basis) will be Margin Stock.


 


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


 


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


 


Section
3.21Anti-Corruption Laws and Sanctions.
Each Loan Party has implemented and maintains in effect policies and procedures designed to ensure compliance by such Loan Party,
its Restricted Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable
Sanctions, and such Loan Party, its Restricted Subsidiaries and their respective officers and directors and, to the knowledge
of such Loan Party, its employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material
respects. None of (a) any Loan Party, any Restricted Subsidiary or any of their respective directors, officers or employees, or
(b) to the knowledge of


 




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any such
Loan Party or Restricted Subsidiary, any agent of such Loan Party or any Restricted Subsidiary that will act in any capacity in
connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit,
use of proceeds, Transaction or other transaction contemplated by this Agreement or the other Loan Documents will violate Anti-Corruption
Laws or applicable Sanctions.


 


Section
3.22[Reserved].


 


Section
3.23Common Enterprise.
The successful operation and condition of each of the Loan Parties is dependent on the continued successful performance of the
functions of the group of the Loan Parties as a whole and the successful operation of each of the Loan Parties is dependent on
the successful performance and operation of each other Loan Party. Each Loan Party expects to derive benefit (and its board of
directors or other governing body has determined that it may reasonably be expected to derive benefit), directly and indirectly,
from (a) successful operations of each of the other Loan Parties and (b) the credit extended by the Lenders to the Borrower
hereunder, both in their separate capacities and as members of the group of companies. Each Loan Party has determined that execution,
delivery, and performance of this Agreement and any other Loan Documents to be executed by such Loan Party is within its purpose,
in furtherance of its direct and/or indirect business interests, will be of direct and/or indirect benefit to such Loan Party,
and is in its best interest.


 


Section
3.24Affected Financial Institutions.
No Loan Party is an Affected Financial Institution.


 


Section
3.25Plan Assets; Prohibited Transactions. No Loan Party or any of its Subsidiaries
is an entity deemed to hold "plan assets" (within the meaning of the Plan Asset Regulations), and neither the execution,
delivery nor performance of the transactions contemplated under this Agreement, including the making of any Loan and the issuance
of any Letter of Credit hereunder, will give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code.


 


ARTICLE
IV


 




Conditions


 


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


 


(a)       Credit
Agreement and Other Loan Documents. The Administrative Agent (or its counsel) shall have received (i) from each party hereto
a counterpart of this Agreement signed on behalf of such party (which, subject to Section 9.06(b), may include any Electronic
Signatures transmitted by facsimile, emailed pdf. or any other electronic means that reproduces an image of an actual executed
signature page), (ii) either (A) a counterpart of each other Loan Document signed on behalf of each party thereto or (B)
written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed
signature page thereof) that each such party has signed a counterpart of such Loan Document and (iii) such other certificates,
documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions
contemplated by this Agreement and the other Loan Documents, including any promissory notes requested by a Lender pursuant to
Section 2.10 payable to the order of each such requesting Lender and a written opinion of the Loan Parties' counsel, addressed
to the Administrative Agent, the Issuing Bank and the Lenders (together with any other real estate related opinions separately
described herein), all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.


 




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(b)       Financial
Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of Borrower
and its Subsidiaries for the 2019 and 2020 fiscal years, (ii) satisfactory unaudited interim consolidated financial statements
of Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered
pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall
not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial
condition of Borrower and its Subsidiaries, as reflected in the audited, consolidated financial statements described in clause
(i) of this paragraph and (iii) reasonably satisfactory projections from November 1, 2021 through October 31, 2025.


 


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


 


(d)       No
Default Certificate. The Administrative Agent shall have received a certificate, signed by a Financial Officer of the Borrower,
dated as of the Effective Date (i) stating that no Default has occurred and is continuing as of the Effective Date both before
and after giving effect to the Transactions contemplated by this Agreement and the other Loan Documents, (ii) stating that
the representations and warranties contained in the Loan Documents are true and correct in all material respects (or in all respects
in the case of any representation and warranty qualified by materiality or Material Adverse Effect) as of such date, except to
the extent that any such representation or warranty specifically refers to an earlier date, in which case it is true and correct
in all material respects (or in all respects in the case of any representation or warranty qualified by materiality or Material
Adverse Effect) only as of such earlier date, and (iii) certifying compliance with clause (m) of this Section 4.01.


 


(e)       Fees.
The Lenders and the Administrative Agent shall have received all fees required to be paid on the Effective Date, and all reasonable
and documented expenses for which invoices have been presented (including the reasonable and documented fees and expenses of legal
counsel), at least two (2) Business Days prior to the Effective Date. All such amounts will be paid with proceeds of Loans made
on the Effective Date and will be reflected in the funding instructions given by the Borrower to the Administrative Agent on or
before the Effective Date.


 


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


 


(g)       Pay-Off
Letter. The Administrative Agent shall have received satisfactory pay-off letters for all existing Indebtedness to be repaid
from the proceeds of the initial Borrowing, confirming that all Liens upon any of the property of the Loan Parties constituting
Collateral (other than Liens permitted by Section 6.02) will be terminated concurrently with such payment and all letters of credit
issued or


 




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guaranteed
as part of such Indebtedness shall have been cash collateralized or supported by a Letter of Credit or deemed issued hereunder.


 


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


 


(i)       [Reserved].


 


(j)       Control
Agreements. The Administrative Agent shall have received each Deposit Account Control Agreement required to be provided
pursuant to Section 4.14 of the Security Agreement.


 


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


 


(l)       Borrowing
Base Certificate. The Administrative Agent shall have received a Borrowing Base Certificate which calculates the Borrowing
Base as of February 28, 2021.


 


(m)       Closing
Availability. After giving effect to all Borrowings to be made on the Effective Date, the issuance of any Letters of Credit
on the Effective Date and the payment of all fees and expenses due hereunder, and with all of the Loan Parties' indebtedness,
liabilities, and obligations current, Availability shall not be less than $100,000,000.


 


(n)       [Reserved].


 


(o)       Pledged
Equity Interests; Stock Powers; Pledged Notes. The Administrative Agent shall have received (i) the certificates representing
the Equity Interests pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate
executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the
Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer
form in blank) by the pledgor thereof.


 


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


 


(q)       Environmental
Reports. The Administrative Agent shall have received environmental review reports with respect to the real properties of
the Borrower and its Subsidiaries specified by the Administrative Agent from firm(s) reasonably satisfactory to the Administrative
Agent, which reports shall be reasonably acceptable to the Administrative Agent.


 


(r)       Mortgages,
etc. The Administrative Agent shall have received, with respect to each parcel of Required Mortgaged Property, each of the
following, in form and substance reasonably satisfactory to the Administrative Agent:


 


(i)       a
Mortgage on such property;


 




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


 


(iii)       an
ALTA or other mortgagee's title policy;


 


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


 


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


 


(vi)       if
any such parcel of real property is determined by the Administrative Agent to be in a "Special Flood Hazard Area" as
designated on maps prepared by the Federal Emergency Management Agency, a flood notification form signed by the Borrower and evidence
that flood insurance is in place for the building and contents, all in form, substance and amount reasonably satisfactory to the
Administrative Agent; and


 


(vii)       such
other information, documentation, and certifications as may be reasonably required by the Administrative Agent.


 


(s)       [Reserved].


 


(t)       [Reserved].


 


(u)       Insurance.
The Administrative Agent shall have received evidence of insurance coverage in form, scope, and substance reasonably satisfactory
to the Administrative Agent and otherwise in compliance with the terms of Section 5.10 hereof and Section 4.12 of the
Security Agreement.


 


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


 


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


 


(x)       Corporate
Structure. The corporate structure, capital structure and other material debt instruments, material accounts and governing
documents of the Borrower and its Restricted Subsidiaries shall be reasonably acceptable to the Administrative Agent.


 


(y)       Field
Examination. The Administrative Agent or its designee shall have conducted a field examination of the Borrower's Accounts,
Inventory and related working capital matters and of the Borrower's related data processing and other systems, the results of
which shall be reasonably satisfactory to the Administrative Agent in its sole discretion.


 


(z)       Legal
Due Diligence. The Administrative Agent and its counsel shall have completed all legal due diligence, the results of which
shall be satisfactory to Administrative Agent in its sole discretion.


 


(aa)Appraisal(s).
The Administrative Agent shall have received appraisals of the Loan Parties' Inventory, Equipment and Eligible Real Property
from one or more firms reasonably satisfactory to the Administrative Agent, which appraisals shall be satisfactory to the Administrative
Agent in its Permitted Discretion.


 




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(bb)USA
PATRIOT Act, Etc. The Administrative Agent shall have received, at least ten (10) Business Days prior to the Effective Date,
all documentation and other information regarding the Borrower requested in connection with applicable "know your customer"
and anti-money laundering rules and regulations, including the USA PATRIOT Act.


 


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


 


The Administrative
Agent shall notify the Borrower, the Lenders and the Issuing Bank of the Effective Date, and such notice shall be conclusive and
binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters
of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02)
at or prior to 2:00 p.m., Chicago time, on April 30, 2021 (and, in the event such conditions are not so satisfied or waived, the
Commitments shall terminate at such time).


 


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


 


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


 


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


 


(c)       After
giving effect to any Borrowing or the issuance, amendment or extension of any Letter of Credit, Availability shall not be less
than zero.


 


Each Borrowing
and each issuance, amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by
the Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section.


 


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


 




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ARTICLE
V


 




Affirmative Covenants


 


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


 


Section
5.01Financial Statements; Borrowing Base and Other Information.
The Borrower will furnish to the Administrative Agent and each Lender:


 


(a)       within
ninety (90) days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of the Borrower
and its consolidated Subsidiaries and related audited consolidated statements of operations and income and consolidated statements
of cash flows as of the end of and for such fiscal year, setting forth in each case in comparative form the figures for the previous
fiscal year, reported on by RSM US LLP or other independent public accountants of recognized national standing, without a "going
concern" or like qualification or exception (other than any qualification or exception that is expressed solely with respect
to, or resulting solely from, (i) an upcoming maturity date under any Indebtedness or (ii) any actual or potential inability to
satisfy a financial maintenance covenant at such time or on a future date or in a future period) and without qualification as
to the scope of such audit, to the effect that such consolidated financial statements present fairly in all material respects
the financial position and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in
accordance with GAAP;


 


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


 


(c)       solely
during an Increased Reporting Period, within thirty (30) days after the end of each of the first two fiscal months of each fiscal
quarter of the Borrower, the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries and the related
unaudited statements of operations and income and consolidated statements of cash flows as of the end of and for such fiscal month
and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding
period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial
Officer as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its
consolidated Subsidiaries on a consolidated basis in accordance with GAAP, subject to changes resulting from audit and normal
year-end audit adjustments and the absence of footnotes;


 


(d)       concurrently
with any delivery of financial statements under clause (a) or (b) above, or during an Increased Reporting Period under clause
(c) above, a Compliance Certificate (i) certifying, in the case of the financial statements delivered under clause (b) or
(c), as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated
Subsidiaries on a consolidated basis in accordance with GAAP, subject to changes resulting from audit and normal year-end audit
adjustments and the absence of footnotes, (ii) certifying as to whether a Default has occurred and, if


 




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a
Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iii) setting
forth reasonably detailed calculations demonstrating compliance with Section 6.13 and (iv) stating whether any change
in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04
and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;


 


(e)       at
any time any Unrestricted Subsidiary exists, concurrently with the delivery of financial statements under clause (a), (b) or (c)
above, (i) the related consolidated financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted
Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements (it being agreed that no
such consolidated financial statements shall be required to be audited) and (ii) a list identifying each Subsidiary of the Borrower
as either a Restricted Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such financial statements or confirming
that there is no change in such information since the later of the Effective Date and the date of the last such list delivered
pursuant to this clause (e)(ii);


 


(f)       no
later than 60 days after the end of each fiscal year of the Borrower, a copy of the plan and financial forecast (including a projected
consolidated a balance sheet, income statement and cash flow statement) of the Borrower and its Restricted Subsidiaries as of
the end of the following fiscal year for each of the four fiscal quarters of the upcoming fiscal year (the "Projections"),
together with the underlying assumptions used in preparing such Projections, and which such Projections shall be in form reasonably
satisfactory to the Administrative Agent (it being understood that such Projections are as to future events and are not to be
viewed as facts, and that actual results during the period or periods covered by any such projections may differ significantly
from the projected results and such differences may be material);


 


(g)       within
20 days of the end of each calendar month (and during an Increased Reporting Period, on the third Business Day of each calendar
week, as of the last day of the prior week), a Borrowing Base Certificate and supporting information in connection therewith,
together with any additional reports with respect to the Borrowing Base as the Administrative Agent may reasonably request; and
the Fixed Asset Component of the Borrowing Base shall be updated (i) from time to time upon receipt of periodic valuation
updates received from the Administrative Agent's asset valuation experts, (ii) promptly following the sale of any assets
constituting part of the Fixed Asset Component, and (iii) in the event that the value of such assets is otherwise impaired,
as determined by the Administrative Agent's in its Permitted Discretion;


 


(h)       within
20 days of the end of each calendar month (and during an Increased Reporting Period, on the third Business Day of each calendar
week, with respect to the prior week), as of the period then ended, all delivered electronically in a text formatted file acceptable
to the Administrative Agent in its Permitted Discretion;


 


(i)       a
detailed aging of the Borrower's Accounts, including all invoices aged by invoice date and due date, prepared in a manner reasonably
acceptable to the Administrative Agent;


 


(ii)       a
schedule detailing the Borrower's Inventory, in form satisfactory to the Administrative Agent in its Permitted Discretion; and


 


(iii)       a
worksheet of calculations prepared by the Borrower to determine Eligible Accounts and Eligible Inventory, such worksheets detailing
the Accounts and Inventory excluded from Eligible Accounts and Eligible Inventory.


 


(i)       within
20 days of the end of each calendar month, as of the month then ended, a schedule and aging of the Borrower's accounts payable,
delivered electronically in a text formatted file acceptable to the Administrative Agent;


 




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(j)       within
20 days of the end of each calendar month, as of the month then ended, a schedule of the Loan Parties' outstanding interest and
principal obligations owing to each Inventory Finance Lender, delivered electronically in a text formatted file acceptable to
the Administrative Agent;


 


(k)       promptly
upon the Administrative Agent's reasonable request:


 


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


 


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


 


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


 


(iv)       a
reconciliation of the Borrower's Accounts and Inventory between (A) the amounts shown in the Borrower's general ledger and
financial statements and the reports delivered pursuant to clauses (h)(i) and (ii) above and (B) the amounts and dates shown
in the reports delivered pursuant to clauses (h)(i) and (ii) above and the Borrowing Base Certificate delivered pursuant to clause
(g) above for the applicable period;


 


(v)       a
reconciliation of the loan balance per the Borrower's general ledger to the loan balance under this Agreement; and


 


(vi)       as
of the period then ended, the Borrower's sales journal, cash receipts journal (identifying trade and non-trade cash receipts)
and debit memo/credit memo journal.


 


(l)       promptly
upon the Administrative Agent's reasonable request in connection with an annual audit or at any time during an Increased Reporting
Period, an updated customer list for the Borrower and its Subsidiaries, which list shall state the customer's name, mailing address
and phone number, delivered electronically in a text formatted file reasonably acceptable to the Administrative Agent and certified
as true and correct by a Financial Officer;


 


(m)       promptly
upon the Administrative Agent's reasonable request, copies of all tax returns filed by the Borrower with the U.S. Internal Revenue
Service;


 


(n)       promptly,
but in any event within five (5) Business Days of knowledge thereof, identification of any Inventory sold by a Loan Party containing
Large Scale Inventory financed by an Inventory Finance Lender for which the Lien in favor of such Inventory Finance Lender has
not been released pursuant to the terms of the applicable Inventory Finance Intercreditor Agreement;


 


(o)       promptly
after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed
by the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of the
SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be;


 


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


 




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Affiliate
shall promptly make a request for such documents and notices from such administrator or sponsor and shall provide copies of such
documents and notices promptly after receipt thereof;


 


(q)       promptly
following any request therefor, (i) such other information regarding the operations, business affairs and financial condition
of any Loan Party or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender
may reasonably request, and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender
for purposes of compliance with applicable "know your customer" and anti-money laundering rules and regulations, including
the USA PATRIOT Act;


 


(r)       promptly
after receipt thereof by the Borrower or any Restricted Subsidiary, copies of each notice or other correspondence received from
the SEC concerning any investigation or similar inquiry by the SEC or such other agency regarding financial or other operational
results of the Borrower or any Restricted Subsidiary thereof;


 


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


 


Documents
required to be delivered pursuant to Section 5.01(a), (b) or (o) (to the extent any such documents are included in materials otherwise
filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i)
on which such materials are publicly available as posted on the Electronic Data Gathering, Analysis and Retrieval system (EDGAR);
or (ii) on which such documents are posted on the Borrower's behalf on an Internet or intranet website, if any, to which each
Lender and the Administrative Agent have access (whether a commercial, third-party website or whether made available by the Administrative
Agent). The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents
referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by
a Lender for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery
of paper copies of such documents to it and maintaining its copies of such documents.


 


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


 


(a)       the
occurrence of any Default;


 


(b)       the
filing or commencement of any action, suit, proceeding or investigation by or before any a Governmental Authority, or any litigation
or Proceeding commenced or threatened in writing, against any Loan Party or any Restricted Subsidiary, including, without limitation,
pursuant to any Environmental Law, product recall or that alleges criminal misconduct by any Loan Party or any Restricted Subsidiary,
in each case, that could reasonably be expected to result in a Material Adverse Effect;


 


(c)       [reserved];


 


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


 




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(e)       within
five (5) Business Days of the Borrower's receipt thereof, any and all material default notices received under or with respect
to any leased location or public warehouse where a material portion of the Collateral is located;


 


(f)       [reserved];


 


(g)       [reserved];


 


(h)       any
material change in accounting or financial reporting practices by the Borrower or any Restricted Subsidiary;


 


(i)       the
occurrence of any ERISA Event or any event with respect to an Employee Benefit Plan that could reasonably be expected to result
in a Material Adverse Effect; and


 


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


 


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


 


Section
5.03Existence; Conduct of Business.
Each Loan Party will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to preserve,
renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, franchises, governmental
authorizations, intellectual property rights, licenses and permits necessary for the conduct of its business, and maintain all
requisite authority to conduct its business in each jurisdiction in which its business is conducted, in each case, except to the
extent that the failure to do so (other than with respect to the preservation of the existence of the Borrower or any other Loan
Party) could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit
any merger, consolidation, Division, liquidation or dissolution permitted under Section 6.03.


 


Section
5.04Payment of Obligations.
Each Loan Party will, and will cause each Subsidiary to, pay or discharge all Material Indebtedness and all other material liabilities
and obligations, excluding Taxes, before the same shall become delinquent or in default, except where (a) the validity or
amount thereof is being contested in good faith by appropriate proceedings, (b) such Loan Party or Subsidiary has set aside
on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such
contest could not reasonably be expected to result in a Material Adverse Effect. Each Loan Party will, and will cause each Restricted
Subsidiary to, pay or discharge all Taxes, before the same shall become delinquent or in default, except where (a) the validity
or amount thereof is being contested in good faith by appropriate proceedings, (b) such Loan Party or Restricted Subsidiary
has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) such liabilities would
not result in aggregate liabilities in excess of $15,000,000 and none of the Collateral would become subject to forfeiture or
loss as a result of the contest; provided, however, that each Loan Party will, and will cause each Restricted Subsidiary
to, remit withholding taxes and other payroll taxes to appropriate Governmental Authorities as and when claimed to be due, notwithstanding
the foregoing exceptions.


 


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


 




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Section
5.06Books and Records; Inspection Rights.
Each Loan Party will, and will cause each Restricted Subsidiary to, (a) keep proper books of record and account in which full,
true and correct (in all material respects) entries are made of all dealings and transactions in relation to its business and
activities and (b) permit any representatives designated by the Administrative Agent (including employees of the Administrative
Agent or any consultants, accountants, lawyers, agents and appraisers retained by the Administrative Agent), upon reasonable prior
notice, to visit and inspect its properties, to conduct at such Loan Party's premises field examinations of such Loan Party's
assets, liabilities, books and records, including examining and making extracts from its books and records, environmental assessment
reports and Phase I or Phase II studies, and to discuss its affairs, finances and condition with its officers and independent
accountants (and hereby authorizes the Administrative Agent to contact its independent accountants directly) and to provide contact
information for each bank where each Loan Party has a depository and/or securities account and each such Loan Party hereby authorizes
the Administrative Agent to contact the bank(s) in order to request bank statements and/or balances, all at such reasonable times
and as often as reasonably requested. Notwithstanding anything to the contrary, nothing in this Agreement will require the Borrower
or any Restricted Subsidiary to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of,
any document, information or other matter, or provide information (i) that constitutes non-financial trade secrets or non-financial
proprietary information, (ii) in respect of which disclosure is prohibited by law, (iii) in respect of which disclosure is prohibited
by binding agreements, or (iv) that upon reasonable advice of counsel is subject to attorney-client or similar privilege or constitutes
work product, as determined by the Borrower with the advice of counsel; provided that in the event that the Borrower does not
provide information that otherwise would be required to be provided hereunder in reliance on the exclusions in this paragraph
relating to violation of any obligation of confidentiality, the Borrower shall use commercially reasonable efforts to provide
notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing
such notice would not violate such obligation of confidentiality). Each Loan Party acknowledges that the Administrative Agent,
after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to such Loan Party's
assets for internal use by the Administrative Agent and the Lenders. The Loan Parties shall be responsible for the costs of expenses
of one field examination during any 12-month period and one (1) additional field examination (for the total of two (2) such field
examinations during any 12-month period) conducted at any time after Specified Availability falls below the greater of (i) $60,000,000
and (ii) 20% of the Line Cap; provided, that the Loan Parties shall be responsible for the costs and expenses of all field
examinations conducted while an Event of Default has occurred and is continuing.


 


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


 


Section
5.08Use of Proceeds.


 


(a)       The
proceeds of the Loans and the Letters of Credit will be used only to repay existing Indebtedness, to finance working capital needs
of the Borrower and its Restricted Subsidiaries and for other general corporate purposes of the Borrower and its Restricted Subsidiaries
(including, without limitation, acquisitions, investments, capital expenditures, dividends and share repurchases, in each case,
solely to the extent permitted under the terms of this Agreement). No part of the proceeds of any Loan and no Letter of Credit
will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Federal
Reserve Board, including Regulations T, U and X.


 




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(b)       The
Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Restricted
Subsidiaries and its and their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing
or Letter of Credit (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money,
or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing
or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except
to the extent permitted for a Person required to comply with Sanctions, or (iii) in any manner that would result in the violation
of any Sanctions applicable to any party hereto.


 


Section
5.09Accuracy of Information.
The Borrower will ensure that any written information, including financial statements or other documents, furnished by the Borrower
or any Restricted Subsidiary to the Administrative Agent or the Lenders in connection with this Agreement or any other Loan Document
or any amendment or modification hereof or thereof or waiver hereunder or thereunder (as modified or supplemented by other information
so furnished) contains no material misstatement of fact or omits to state any material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not materially misleading, and the furnishing of such information
shall be deemed to be a representation and warranty by the Borrower on the date thereof as to the matters specified in this Section;
provided that, with respect to projected financial information, the Loan Parties will only ensure that such information
was prepared in good faith based upon assumptions believed to be reasonable at the time, it being understood that actual results
may vary from such projections and that such variations may be material.


 


Section
5.10Insurance.
Each Loan Party will, and will cause each Restricted Subsidiary to, maintain with financially sound and reputable carriers (a) insurance
in such amounts (with no greater risk retention) and against such risks and such other hazards, as is customarily maintained by
companies of established repute engaged in the same or similar businesses and (b) all insurance required pursuant to the
Collateral Documents. The Borrower will furnish to the Lenders, upon request of the Administrative Agent, information in reasonable
detail as to the insurance so maintained.


 


Section
5.11[Reserved].


 


Section
5.12Appraisals.


 


(a)       At
any time that the Administrative Agent requests in its Permitted Discretion, each Loan Party will provide the Administrative Agent
with appraisals or updates thereof of its Inventory from an appraiser selected and engaged by the Administrative Agent, and prepared
on a basis satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required
by any applicable Requirement of Law. The Loan Parties shall be responsible for the costs of expenses of one Inventory appraisal
during any 12-month period and one (1) additional Inventory appraisal (for the total of two (2) such Inventory appraisals during
any 12-month period) conducted at any time after Specified Availability falls below the greater of (i) $60,000,000 and (ii) 20%
of the Line Cap. Additionally, there shall be no limitation on the number or frequency of Inventory appraisals, and the Administrative
Agent may require additional appraisals with respect to the Loan Parties' Eligible Equipment and Eligible Real Property, if an
Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such
appraisals conducted while an Event of Default has occurred and is continuing.


 


Section
5.13Depository Banks.
The Borrower and each Loan Party will maintain the Administrative Agent, JPMCB or any other Lender as its principal depository
bank, including for the maintenance of operating, administrative, cash management, collection activity and other deposit accounts
for the conduct of its business, other than with respect to Excluded Accounts; provided that, this Section


 




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5.13 will
not be effective as to any Restricted Subsidiary that becomes a Loan Party after the date hereof until one hundred twenty (120)
days after executing a Joinder Agreement in accordance with Section 5.15.


 


Section
5.14Designation of Subsidiaries. The Borrower may, at any time from and after
the Effective Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted
Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall
have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance
with the covenant set forth in Section 6.13 on a pro forma basis (and as a condition precedent to the effectiveness
of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail
the calculations demonstrating such compliance) calculated as if a Covenant Testing Period then exists, (iii) no Restricted
Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary pursuant
to this Section 5.14 and (iv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder,
such Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designation (the "Designation
Date"), must not own greater than ten percent (10%) of the Borrower's and its Subsidiaries' Total Assets (calculated
inclusive of all Unrestricted Subsidiaries), as of the most recently ended fiscal quarter of the Borrower, for the period of four
consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 5.01. The
designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an investment
by the applicable Loan Party therein at the date of designation in an amount equal to the fair market value of the applicable
Loan Party's investment therein as reasonably determined by the Borrower in consultation with the Administrative Agent. The designation
of any Unrestricted Subsidiary as a Restricted Subsidiary after the Effective Date shall constitute (i) the incurrence at
the time of designation of any investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return
on any investment by the applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal
to the fair market value at the date of such designation of such Loan Party's investment in such Subsidiary as reasonably determined
by the Borrower in consultation with the Administrative Agent. Notwithstanding the foregoing, no Loan Party with assets included
in the Borrowing Base shall be permitted to be an Unrestricted Subsidiary.


 


Section
5.15Additional Collateral; Further Assurances.


 


(a)       Subject
to applicable Requirement of Law, within forty-five (45) days (or such later day as may be agreed upon by the Administrative
Agent in is sole discretion) after any Person becomes a Restricted Subsidiary or from the date a Restricted Subsidiary ceases
to qualify as an Excluded Subsidiary, each Loan Party will cause such Subsidiary (other than an Excluded Subsidiary) formed or
acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement; provided, that, notwithstanding
the foregoing, any Division Successor that becomes a Restricted Subsidiary as a result of a Division, shall become a Loan Party
and deliver a Joinder Agreement on the effective date of the applicable Division. In connection therewith, the Administrative
Agent shall have received all documentation and other information regarding such newly formed or acquired Restricted Subsidiaries
as may be required to comply with the applicable "know your customer" rules and regulations, including the USA Patriot
Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon
shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant
Liens to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property
of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party
designated for inclusion as Eligible Real Property.


 


(b)       Within
forty-five (45) days after the date of acquisition (or such later day as may be agreed upon by the Administrative Agent in is
sole discretion), each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its direct Subsidiaries
(other than an Excluded Subsidiary) and


 




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(ii) 65%
(or such greater percentage that could not reasonably be expected to cause any material adverse tax consequences, including after
taking into account Section 245A of the Code and Treasury Regulation Section 1.956-1) of the issued and outstanding Equity Interests
entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity
Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly
owned by a Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent, for
the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents
or other security documents as the Administrative Agent shall reasonably request.


 


(c)       Without
limiting the foregoing, each Loan Party will execute and deliver, or cause to be executed and delivered, to the Administrative
Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing
and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or
deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which
the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and
the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral
Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties.
For the avoidance of doubt, the Administrative Agent hereby acknowledges and agrees that it shall not require Mortgages to be
delivered with respect to any real property unless such real property designated for inclusion as Eligible Real Property.


 


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


 


(e)       Notwithstanding
the foregoing provisions of this Section 5.15, no foreign law governed pledge or security documents shall be required to be delivered
hereunder.


 


Section
5.16Post-Closing Obligations.


 


Notwithstanding
the conditions precedent set forth in Section 4.01 above, the Borrower has informed the Administrative Agent and the Lenders
that certain items required to be delivered to the Administrative Agent or otherwise satisfied as conditions precedent to the
effectiveness of this Agreement will not be delivered to the Administrative Agent as of the date hereof. As an accommodation to
the Borrower, the Administrative Agent and the Lenders have agreed to make the Loans and Letters of Credit available under this
Agreement notwithstanding that such conditions to closing have not been satisfied (but subject to the other conditions set forth
herein). In consideration of such accommodation, the Borrower hereby agrees to take, and cause each other Loan Party to take,
each of the actions described on Schedule 5.16 attached hereto, in each case in the manner and by the dates set forth thereon,
or such later dates as may be agreed to by the Administrative Agent, in its sole discretion.


 




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ARTICLE
VI


 




Negative Covenants


 


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


 


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


 


(a)       the
Secured Obligations;


 


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


 


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


 


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


 


(e)       Indebtedness
of the Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or
capital assets (whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness
assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition
thereof, and extensions, renewals and replacements of any such Indebtedness in accordance with clause (f) below; provided
that (i) such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction
or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance
Indebtedness in respect thereof permitted by clause (f) below, shall not exceed the greater of $50,000,000 and 5.0% of Total Assets
at any time outstanding;


 


(f)       Indebtedness
which represents extensions, renewals, refinancing or replacements (such Indebtedness being so extended, renewed, refinanced or
replaced being referred to herein as the "Refinance Indebtedness") of any of the Indebtedness described in clauses
(b) and (e) hereof (such Indebtedness being referred to herein as the "Original Indebtedness"); provided
that (i) such Refinance Indebtedness does not increase the principal amount, plus any additional Indebtedness incurred at
the time of such extension, renewal or replacement to pay premiums (including tender premiums), accrued and unpaid interest, expenses,
defeasance costs and fees in connection therewith, or interest rate of the Original Indebtedness except for an increase of interest
consistent with market terms on the effective date of such Refinance Indebtedness, (ii) any Liens securing such Refinance
Indebtedness are not extended to any additional property of any Loan Party or any Subsidiary, (iii) no Loan Party or any
Subsidiary that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated
with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of


 




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the
average weighted maturity of such Original Indebtedness and (v) if such Original Indebtedness was subordinated in right
of payment to the Secured Obligations, then the terms and conditions of such Refinance Indebtedness must include subordination
terms and conditions that are at least as favorable to the Administrative Agent and the Lenders, taken as a whole, as those that
were applicable to such Original Indebtedness;


 


(g)       Indebtedness
owed to (including obligations in respect of letters of credit, bank guarantees or similar instruments for the benefit of) any
Person providing workers' compensation, health, disability or other employee benefits or property, casualty or liability insurance,
pursuant to reimbursement or indemnification obligations to such Person, or other Indebtedness with respect to reimbursement type
obligations regarding workers' compensation claims, or letters of credit in the nature of a security deposit (or similar deposit
or security) given to a lessor under an operating lease of real property under which the Borrower or any Restricted Subsidiary
is a lessee, in each case incurred in the ordinary course of business or consistent with past practice or industry practice;


 


(h)       Indebtedness
of any Loan Party in respect of completion guarantees, performance bonds, bid bonds, appeal bonds, bonds securing the performance
of statutory obligations, surety bonds and similar obligations, in each case provided in the ordinary course of business or consistent
with past practice or industry practice;


 


(i)       Indebtedness
of the Borrower or any Restricted Subsidiary arising under Acceptable Inventory Finance Programs or constituting purchase money
Indebtedness incurred to finance the acquisition of Inventory comprised of Large Scale Inventory, and extensions, renewals and
replacements of any such Indebtedness in accordance with clause (f) above; provided that (i) such Indebtedness is
incurred prior to such acquisition, and (ii) the aggregate principal amount of Indebtedness permitted by this clause (i)
together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed the greater of $50,000,000
and 5% of Total Assets at any time outstanding;


 


(j)       Indebtedness
of any Person that becomes a Restricted Subsidiary after the date hereof; provided that (i) such Indebtedness exists
at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming
a Subsidiary, and (ii) the aggregate principal amount of Indebtedness permitted by this clause (j) shall not exceed the greater
of $50,000,000 and 5.0% of Total Assets at any time outstanding;


 


(k)       unsecured
Indebtedness of any Loan Party or any of its Subsidiaries consisting of Qualified Seller Subordinated Debt with respect to deferred
purchase price or Contingent Acquisition Consideration; provided, that (x) all obligations in respect of such Qualified
Seller Subordinated Debt or Contingent Acquisition Consideration shall be unsecured, (y) all obligations in respect of such Qualified
Seller Subordinated Debt shall be subordinated to the Obligations pursuant to subordination provisions reasonably satisfactory
to the Administrative Agent and (z) the terms and conditions applicable to any such Qualified Seller Subordinated Debt or
Contingent Acquisition Consideration (and any amendments thereto), shall be reasonably satisfactory to the Administrative Agent;
provided that up to $25,000,000 in Contingent Acquisition Consideration outstanding at any time shall not be subject to the foregoing
clause (z);


 


(l)       Indebtedness
of the Borrower to finance the repurchase price of the Borrower's capital stock from current or former employees, officers or
directors, members of management and consultants or any of their respective estates, heirs, family members, spouse or former spouse,
domestic partner or former domestic partner of the Borrower or any of its Subsidiaries in an aggregate principal amount not to
exceed $5,000,000 at any time outstanding; provided such Indebtedness is unsecured, not guaranteed by any Subsidiary of the Borrower
and subordinated to the Obligations on terms and conditions reasonably acceptable to the Administrative Agent;


 




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(m)       Indebtedness
of Foreign Subsidiaries of the Borrower consisting of local lines of credit incurred in the ordinary course of business of such
Foreign Subsidiaries in an aggregate principal amount not to exceed at any time the U.S. dollar equivalent of the greater of $20,000,000
and 2.0% of Total Assets;


 


(n)       Guarantees
in respect of Acceptable Floor Planning Programs, Acceptable Retail Sales Programs and other obligations of Dealers (or customers
of a Loan Party or Dealers) constituting Indebtedness arising in the ordinary course of business and consistent with past practice
or industry practice not to exceed the greater of $50,000,000 and 5.0% of Total Assets;


 


(o)       Indebtedness
incurred by the Borrower or any of its Restricted Subsidiaries arising from agreements providing for customary indemnification
obligations, purchase price adjustments, working capital adjustments or holdbacks or escrows arrangements in connection with an
Acquisition or Disposition permitted under this Agreement;


 


(p)       Indebtedness
of the Borrower or any Restricted Subsidiary consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations
contained in supply agreements, in each case, incurred in the ordinary course of business or consistent with industry practice;


 


(q)       Indebtedness
in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services
or progress payments in connection with such goods and services; provided that such obligations are incurred in connection
with open accounts extended by suppliers on customary trade terms in the ordinary course of business and not in connection with
an Acquisition;


 


(r)       Guarantees
incurred in the ordinary course of business in respect of obligations not constituting Indebtedness of the type described in clauses
(a) and (b) of the definition thereof owing to suppliers, customers, franchisees, lessors, likenesses, sub-licensees and distribution
partners (other than guarantees in respect of Indebtedness and other obligations of Dealers (or customers of the Borrower or Dealers))
in an aggregate amount not to exceed $10,000,000 outstanding at any time;


 


(s)       Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient
funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within ten (10)
Business Days;


 


(t)       Indebtedness
incurred by the Borrower or any of its Restricted Subsidiaries to a bank or other financial institution in respect of customary
netting services and overdraft protections, cash management services and otherwise in connection with deposit accounts maintained
for Borrower or any of its Restricted Subsidiaries in the ordinary course of business and in respect of other banking products
or services requested by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business, in each case,
other than in connection with or with respect to any Swap Agreement or similar arrangement;


 


(u)       Indebtedness
of the Borrower or any Restricted Subsidiary as an account party in respect of trade letters of credit;


 


(v)       Indebtedness
(if any) resulting from any re-characterization of any Permitted SCF Sale as a financing transaction or any repurchase right in
connection therewith;


 


(w)       obligations
under incentive, non-compete, consulting, deferred compensation or other similar arrangements incurred by the Borrower or its
Restricted Subsidiaries in the ordinary course of business pursuant to agreements with employees, directors or consultants of
the Borrower or a Restricted Subsidiary;


 




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(x)       Indebtedness
of the Borrower or any of its Restricted Subsidiaries under Swap Agreements permitted under Section 6.06;


 


(y)       obligations
in respect of customer advances received and held in the ordinary course of business;


 


(z)       repurchase
obligations of Inventory from Dealers arising from applicable state law; and


 


(aa)other
Indebtedness of the Borrower and its Restricted Subsidiaries in an aggregate principal amount not exceeding the greater of $40,000,000
or 3.0% of Total Assets.


 


For
purposes of determining compliance with this Section 6.01, (A) Indebtedness need not be permitted solely by reference to one category
of permitted Indebtedness (or any portion thereof), but may be permitted in part under any relevant combination thereof, and (B)
in the event that an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted
Indebtedness (or any portion thereof), the Borrower may, in its sole discretion, classify or divide such item of Indebtedness
(or any portion thereof) in any manner that complies with this Section 6.01 and will be entitled to only include the amount and
type of such item of Indebtedness (or any portion thereof) in one of the above clauses (or any portion thereof) and such item
of Indebtedness (or any portion thereof) shall be treated as having been incurred or existing pursuant to only such clause or
clauses (or any portion thereof). In addition, with respect to any Indebtedness that was permitted to be incurred hereunder on
the date of such incurrence, any increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the
exchange rate of currencies shall also be permitted hereunder after the date of such incurrence.


 


Section
6.02Liens. No Loan Party
will, nor will it permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset
now owned or hereafter acquired by it, or assign or sell any income or revenues (including Accounts) or rights in respect of any
thereof, except:


 


(a)       Liens
created pursuant to any Loan Document;


 


(b)       Permitted
Encumbrances;


 


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


 


(d)       Liens
on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that
(i) such Liens secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such Liens and the Indebtedness
secured thereby are incurred prior to or within 120 days after such acquisition or the completion of such construction or
improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving
such fixed or capital assets and (iv) such Liens shall not apply to any other property or assets of the Borrower or any Restricted
Subsidiary;


 


(e)       any
Lien existing on any property or asset (other than Accounts, Inventory not constituting Large Scale Inventory and cash (other
than cash collateral for contingent obligations required to be held in escrow)) prior to the acquisition thereof by the Borrower
or any Restricted Subsidiary or existing on any property or asset (other than Accounts, Inventory not constituting Large Scale
Inventory and cash (other than cash collateral for contingent obligations required to be held in escrow)) of any Person that becomes


 




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a
Loan Party after the date hereof prior to the time such Person becomes a Loan Party; provided that (i) such Liens
secure Indebtedness permitted by clause (j) of Section 6.01 (i) such Lien is not created in contemplation of or in connection
with such acquisition or such Person becoming a Loan Party, as the case may be, (ii) such Lien shall not apply to any other
property or assets of the Loan Party and (iii) such Lien shall secure only those obligations which it secures on the date
of such acquisition or the date such Person becomes a Loan Party, as the case may be, and extensions, renewals and replacements
thereof that do not increase the outstanding principal amount thereof;


 


(f)       Liens
of a collecting bank arising in the ordinary course of business under Section 4-210 of the UCC in effect in the relevant
jurisdiction covering only the items being collected upon;


 


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


 


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


 


(i)       Liens
on Specified SCF Collateral pursuant to the Specified SCF Agreements;


 


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


 


(k)       Liens
solely on any cash earnest money deposits made by the Borrower or any of its Restricted Subsidiaries in connection with any letter
of intent or purchase agreement permitted hereunder, provided that the aggregate amount of all cash subject to all Liens permitted
by this clause shall not at any time exceed $10,000,000;


 


(l)       Liens
securing Indebtedness of Foreign Subsidiaries permitted pursuant to Section 6.01(m), provided that such Liens only attach to the
assets of Foreign Subsidiaries;


 


(m)       (i)
Liens on Equity Interests in joint ventures securing obligations of such joint ventures (or of the Borrower or any Restricted
Subsidiary for any joint venture partner) and (ii) customary rights of first refusal and tag, drag, put, call and similar rights
in joint venture agreements or similar agreements;


 


(n)       Liens
on Inventory comprised of Large Scale Inventory and any LSI Proceeds thereof acquired by the Borrower or a Restricted Subsidiary;
provided that (x)(i) such Liens secure Indebtedness permitted by clause (i) of Section 6.01, (ii) such
Liens and the Indebtedness secured thereby are incurred prior to or concurrent with such Borrower's or a Restricted Subsidiary's
acquisition of title thereto, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring such Inventory,
and (iv) such Liens shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary and (y)
no more than $10,000,000 of Indebtedness permitted under Section 6.01(i) shall be secured by Liens on LSI Proceeds unless such
Liens are subject to an Inventory Finance Intercreditor Agreement.


 


(o)       Liens
on documents of title and the property covered thereby securing Indebtedness in respect of trade, commercial and documentary letters
of credit;


 


(p)       Liens
arising out of conditional sale, consignment or similar arrangements for the sale of goods entered into by the Borrower and its
Restricted Subsidiaries in the ordinary course of business;


 


(q)       leases,
licenses, subleases or sublicenses granted to third parties and leasehold interests of customers in vehicles leased to such customers,
in each case, in the ordinary course of business and not


 




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interfering
in any material respect with the ordinary conduct of business of the Borrower or any Restricted Subsidiary, and with respect to
any lease or sublease on real property designated for inclusion as Eligible Real Property existing prior to recording of a mortgage
in favor of the Administrative Agent, solely to the extent subject to an "SNDA" on market terms and otherwise approved
in writing by the Administrative Agent in its Permitted Discretion;


 


(r)       Liens
in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with
the importation of goods in the ordinary course of business;


 


(s)       Liens
encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts
or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;


 


(t)       Liens
on assets to be sold or transferred and arising under a purchase agreement signed by the Borrower or any Restricted Subsidiary
in connection with a transaction permitted under Section 6.04 and customary rights and restrictions contained in such purchase
agreements relating to such sale or transfer, in each case, pending the completion thereof;


 


(u)       Liens
on securities that are subject to repurchase agreements permitted by clause (d) of the definition of Permitted Investments;


 


(v)       (i)
Liens arising from precautionary Uniform Commercial Code financing statement or similar filings made in respect of operating leases
entered into by the Borrower or any of its Subsidiaries and (ii) any interest or title of a lessor under any operating lease or
operating sublease entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business;


 


(w)       Liens
on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;


 


(x)       Liens,
if any, in favor of the Issuing Bank and/or Swingline Lender to cash collateralize or otherwise secure the obligations of a Defaulting
Lender to fund risk participations hereunder;


 


(y)       Liens
on specific items of inventory or other goods (other than fixed or capital assets) that are in transit to the United States and
proceeds thereof of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of
credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other
goods in the ordinary course of business;


 


(z)       Liens
that are contractual rights of set-off or rights of pledge relating to pooled deposit or sweep accounts of a Foreign Subsidiary
of the Borrower that is not a Loan Party to permit satisfaction of overdraft or similar obligations otherwise permitted hereunder
and incurred in the ordinary course of business or consistent with industry practice;


 


(aa)with
respect to a Retail Sales Lender in connection with an Acceptable Retail Sales Program, precautionary Liens on certain customer
contracts purchased or assigned to such Retail Sales Lender and related Inventory sold to a customer and financed by such Retail
Sales Lenders and related proceeds thereof;


 


(bb)other
Liens on assets of the Borrower or any of its Restricted Subsidiaries securing Indebtedness to the extent the aggregate amount
of such Indebtedness and other obligations secured thereby, does not, in either case, exceed the greater of $40,000,000 and 4.0%
of Total Assets at any time.


 




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With
respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence of such
Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The "Increased Amount"
of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, the
accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness
with the same terms, accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness
outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing
Indebtedness.


 


For
purposes of determining compliance with this Section 6.02, (x) a Lien need not be incurred solely by reference to one clause under
this Section 6.02 but may be incurred under any combination of such clauses (including in part under one such clause and in part
under any other such clause) and (y) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such
clause, the Borrower shall, in its sole discretion, classify or reclassify such Lien (or any portion thereof) in any manner that
complies with this Section 6.02.


 


Section
6.03Fundamental Changes.


 


(a)       No
Loan Party will, nor will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any
other Person to merge into or consolidate with it, consummate a Division as the Dividing Person, or otherwise Dispose of all or
substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now
owned or hereafter acquired), or liquidate or dissolve, except (i) as permitted under Section 6.05 (other than Section 6.05(e)),
or (ii) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing:


 


(i)       any
Person (including any Subsidiary of the Borrower) may merge into the Borrower in a transaction in which the Borrower is the surviving
entity;


 


(ii)       any
Restricted Subsidiary may merge into any other Restricted Subsidiary; provided, that any such merger involving a Loan Party must
result in a Loan Party as the surviving entity;


 


(iii)       any
Restricted Subsidiary may liquidate or dissolve, provided that (A) if, such Restricted Subsidiary is a Loan Party, the assets
of such dissolved Restricted Subsidiary are transferred to a Loan Party and (B) if a Restricted Subsidiary ceases to be an Excluded
Subsidiary as a result of such transfer of assets, it will comply with the requirements of Section 5.15, as applicable;


 


(iv)       any
Loan Party and any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets
to another Loan Party and any Restricted Subsidiary that is not a Loan Party may sell, transfer, lease or otherwise dispose of
all or substantially all of its assets to any other Restricted Subsidiary; and


 


(v)       any
Restricted Subsidiary that is a Loan Party may consummate a Division as the Dividing Person if, immediately upon the consummation
of the Division, the assets of the applicable Dividing Person are held by one or more Loan Parties at such time and the applicable
parties shall have complied with the obligations set forth in Section 5.15 and each of the other further assurances obligations
set forth in the Loan Documents.


 


provided
that any such merger involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger
shall not be permitted unless also permitted by Section 6.04.


 




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(b)       No
Loan Party will, nor will it permit any Restricted Subsidiary to, engage to any material extent in any business other than businesses
of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses similar or reasonably related, complementary
or ancillary thereto, including, without limitation, design, manufacture, and distribution of specialty vehicles and related components
and aftermarket parts and services, and the provision of services related thereto.


 


(c)       No
Loan Party will, nor will it permit any Subsidiary to, change its fiscal year from the basis in effect on the Effective Date.


 


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


 


(a)       Permitted
Investments;


 


(b)       investments
in existence on the date hereof and described in Schedule 6.04(b);


 


(c)       investments
by the Borrower and the Restricted Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (i) any
such Equity Interests held by a Loan Party shall be pledged pursuant to the Security Agreement (subject to the limitations applicable
to Equity Interests of a Foreign Subsidiary referred to in Section 5.15) and (ii) the aggregate amount of investments
by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (ii)
to the proviso to Section 6.04(d) and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not
exceed $40,000,000 and 4.00% of Total Assets at any time outstanding (in each case determined without regard to any write-downs
or write-offs);


 


(d)       loans
or advances made by any Loan Party to any Subsidiary and made by any Restricted Subsidiary to a Loan Party or any other Subsidiary,
provided that (i) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged
pursuant to the Security Agreement, (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that
are not Loan Parties (together with outstanding investments permitted under clause (ii) to the proviso to Section 6.04(c)
and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not exceed the greater of $40,000,000 and
4.00% of Total Assets at any time outstanding (in each case determined without regard to any write-downs or write-offs) and (iii) any
such loans and advances shall be subject to the Intercompany Subordination Agreement.


 


(e)       Guarantees
constituting Indebtedness permitted by Section 6.01, provided that the aggregate principal amount of Indebtedness
of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted
under clause (ii) to the proviso to Section 6.04(c) and outstanding intercompany loans permitted under clause (ii)
to the proviso to Section 6.04(d)) shall not exceed the greater of $40,000,000 and 4.00% of Total Assets at any time outstanding
(in each case determined without regard to any write-downs or write-offs);


 


(f)       (i)
loans or advances made by a Loan Party to its employees, directors and officers in the ordinary course of business up to a maximum
of $2,500,000 in the aggregate at any one time outstanding and (ii) short term advances (not to exceed 15 Business Days) to employees
of the Borrower and its


 




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Restricted
Subsidiaries in connection with withholding taxes payable by such employees upon the vesting or exercise of stock awards of the
Borrower's Equity Interests, and which advances are to be repaid in the ordinary course consistent with past practice;


 


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


 


(h)       Accounts
and extensions of trade credit to and extended payment terms to customers in the ordinary course of business consistent with past
practice;


 


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


 


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


 


(k)       investments
received in connection with Dispositions permitted by Section 6.05;


 


(l)       investments
constituting deposits described in clauses (c) and (d) of the definition of the term "Permitted Encumbrances";


 


(m)       Permitted
Acquisitions;


 


(n)       so
long as no Default or Event of Default then exists or would result therefrom, other Investments by the Borrower and its Restricted
Subsidiaries in an aggregate amount not to exceed at any time outstanding the greater of $45,000,000 and 4.0% of Total Assets;


 


(o)       loans
to Dealers outstanding on the Effective Date and set forth in Schedule 6.04(o);


 


(p)       investments
consisting of prepayments of expenses or security deposits made by the Borrower and its Subsidiaries in the ordinary course of
business;


 


(q)       other
Investments so long as (i) no Event of Default then exists or would result therefrom, (ii) the aggregate amount of all
Investments made pursuant to this clause (q) shall not exceed the Net Equity Proceeds Amount at such time and (iii) such
Investments are made substantially contemporaneously with the receipt of the respective Net Equity Proceeds;


 


(r)       capital
expenditures not otherwise prohibited under this Agreement;


 


(s)       Equity
Interests of the Borrower acquired by the Borrower pursuant to a Restricted Payment permitted under Section 6.08 and held by the
Borrower as treasury stock (provided that any such acquisition financed by the proceeds of Loans shall be made in compliance
with applicable laws, rules and regulations, including Regulations T, U and X);


 


(t)       investments
consisting of the contribution of Equity Interests of a Restricted Subsidiary of the Borrower that is not a Loan Party to any
other Restricted Subsidiary of the Borrower that is not a Loan Party in exchange for Indebtedness (to the extent otherwise permitted
under Section 6.01) or Equity Interests of such other Restricted Subsidiary, or any combination thereof;


 




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(u)       Guarantees
by the Borrower and its Subsidiaries of obligations of Subsidiaries (or of former Subsidiaries) in connection with any disposition
of assets permitted hereunder and not constituting Indebtedness, including without limitation in respect of obligations to suppliers,
customers, franchisees, lessors, licensees, sub-licensees and distribution partners; provided in such case (x) such guarantee
is subject to indemnification by a third party and (y) such guarantee is released within twelve (12) months after such disposition;
and


 


(v)       other
investments (other than Acquisitions) so long as immediately before and after giving effect to any such investments, the Payment
Conditions are satisfied.


 


For
purposes of determining the amount of any investment outstanding, such amount shall be deemed to be the amount of such investment
when made, purchased or acquired (without adjustment for subsequent increases or decreases in the value of such investment) less
any amount realized in respect of such investment upon the sale, collection or return of capital (not to exceed the original amount
invested).


 


Section
6.05Asset Sales. No
Loan Party will, nor will it permit any Restricted Subsidiary to, Dispose of any asset, including any Equity Interest owned by
it, nor will the Borrower permit any Restricted Subsidiary to issue any additional Equity Interest in such Restricted Subsidiary
(other than to the Borrower or another Restricted Subsidiary in compliance with Section 6.04), except:


 


(a)       Dispositions
of (i) Inventory in the ordinary course of business and (ii) Equipment or property that is used, obsolete, worn out
or surplus or otherwise no longer used or useful in the ordinary course of business; provided, that if any Equipment constituting
Eligible Equipment that was reflected in the most recent Borrowing Base Certificate delivered to the Administrative Agent with
a value, individually or in the aggregate, in excess of $5,000,000 is Disposed of pursuant to this clause (a)(ii), Borrower shall
promptly (and in any event within five (5) Business Days (or such later date as the Administrative Agent may agree in its sole
discretion)) deliver an updated Borrowing Base Certificate reflecting such Disposition;


 


(b)       Dispositions
of assets to the Borrower or any Subsidiary, provided that any such Dispositions involving a Subsidiary that is not a Loan
Party shall be made in compliance with Section 6.09;


 


(c)       Dispositions
of Accounts in connection with the compromise, settlement or collection thereof;


 


(d)       Dispositions
of Permitted Investments and other investments permitted by clauses (i) and (k) of Section 6.04;


 


(e)       Dispositions
permitted by Section 6.03;


 


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


 


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


 


(h)       Permitted
SCF Sales;


 


(i)       Dispositions
of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted
by any other clause of this Section, provided that (i) the aggregate fair market value of all assets Disposed of in reliance
upon this paragraph (i) shall not exceed $15,000,000 during any fiscal year of the Borrower and (ii) at the time of such Disposition
no Default or Event of Default shall have occurred or be continuing;


 




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(j)       a
Disposition of 100% of the Equity Interests in REV Brazil Adaptacao Veicular Ltda., REV Asia Holding Pte. Ltd. or any Equity Interests
in joint ventures, including, without limitation, Chery REV Specialty Vehicle Co., Ltd.;


 


(k)       any
issuance by any Loan Party or any Restricted Subsidiary of its own Equity Interests to or any re-issue of treasury stock by any
Loan Party or any Restricted Subsidiary, in each case, to the extent permitted under this Agreement; and


 


(l)       other
Dispositions so long as (i) immediately before and after giving effect to any such investments, the Payment Conditions are satisfied,
(ii) the consideration received for such Disposition shall be for fair market value, and (iii) no less than 75% of such consideration
shall be paid in cash at the time of the closing of the respective Disposition (exclusive of escrow amounts and deferred purchase
price amounts due within 12 months of the closing of such Disposition).


 


Section
6.06Sale and Leaseback Transactions.
No Loan Party will, nor will it permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, whereby
it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired,
and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes
as the property sold or transferred (a "Sale and Leaseback Transaction"), except for any such sale of any fixed
or capital assets (excluding Eligible Equipment and Eligible Real Property) by the Borrower or any Restricted Subsidiary that
is made for cash consideration in an amount not less than the fair value of such fixed or capital asset and either (i) is consummated
within 180 days after the Borrower or such Restricted Subsidiary acquires or completes the construction of such fixed or
capital asset or (ii) the Payment Conditions are satisfied both before and after giving effect to such Sale and Leaseback Transaction.


 


Section
6.07Swap Agreements.
No Loan Party will, nor will it permit any Restricted Subsidiary to, enter into any Swap Agreement, except (a) Swap Agreements
entered into to hedge or mitigate risks to which the Borrower or any Subsidiary has actual or anticipated exposure (other than
those in respect of Equity Interests of the Borrower or any Subsidiary), and (b) Swap Agreements entered into in order to
effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate
or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Subsidiary, and in each case
for clauses (a) and (b) to the extent entered into in the ordinary course of business and not for speculative purposes.


 


Section
6.08Restricted Payments; Certain Payments of Indebtedness.


 


(a)       No
Loan Party will, nor will it permit any Restricted Subsidiary to, declare or make, or agree to declare or make, directly or indirectly,
any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except


 


(i)       the
Borrower may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock,
and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common
stock;


 


(ii)       Subsidiaries
may declare and pay dividends ratably with respect to their Equity Interests;


 


(iii)       [reserved];


 


(iv)       the
Borrower may make other Restricted Payments subject to the satisfaction of the Payment Conditions;


 




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(v)       so
long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, the Borrower may purchase
or redeem capital stock of the Borrower (including, in each case, related stock appreciation rights or similar securities) held
by then present or former directors, officers or employees of the Borrower or any of its Subsidiaries upon such person's death,
disability, retirement or termination of employment or any other agreement under which such shares of stock or related rights
were issued; provided that the aggregate amount of such purchases or redemptions under this clause (v) shall not exceed (x) $10,000,000
in any fiscal year and (y) $40,000,000 in the aggregate; provided further, that the Borrower may carry over and make in the two
immediately subsequent fiscal years, in addition to the amounts permitted for such fiscal year, the amount of such repurchases,
redemptions or other acquisitions or retirements for value permitted to have been made but not made in the two immediately preceding
fiscal years;


 


(vi)       the
Borrower and its Restricted Subsidiaries may make Restricted Payments in respect of withholding or similar Taxes payable by any
future, present or former officers, directors, employees, members of management or consultants of the Borrower or any of its Restricted
Subsidiaries (or the estate, heirs, family members, spouse or former spouse, domestic partner or former domestic partner), and
any repurchases of Equity Interests in consideration of such payments including demand repurchases in connection with the exercise
of stock options;


 


(vii)       the
Borrower and its Restricted Subsidiaries may make Restricted Payments so long as (A) no Event of Default then exists or would
result therefrom, (B) the aggregate amount of all Restricted Payments made pursuant to this clause (vii) shall not exceed the
Net Equity Proceeds Amount at such time and (C) such Restricted Payments are made substantially contemporaneously with the receipt
of the respective Net Equity Proceeds;


 


(viii)       the
Borrower and its Restricted Subsidiaries may make Restricted Payments of Equity Interests and not cash deemed to occur upon the
exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such option or warrant;


 


(ix)       the
Borrower and its Restricted Subsidiaries may make Restricted Payments to purchase or redeem fractional shares (or cash payments
in lieu thereof) of Equity Interests of the Borrower in connection with the exercise of warrants, options, other rights to acquire
Equity Interests of the Borrower or other securities convertible or exchangeable for Equity Interests of the Borrower;


 


(x)       the
Borrower and its Restricted Subsidiaries may make Restricted Payments within 60 days after the date of declaration thereof, if
at the date of declaration, such Restricted Payment were permitted by this Section 6.08; and


 


(xi)       so
long as no Event of Default has occurred and is continuing, the Borrower and its Restricted Subsidiaries may make up to $20,000,000
in Restricted Payments in any fiscal year.


 


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


 


(i)       payment
of regularly scheduled interest and principal payments as and when due, other than payments prohibited by the applicable subordination
provisions thereof;


 




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(ii)       refinancings
of Subordinated Indebtedness to the extent permitted by Section 6.01; and


 


(iii)       prepayments
of Subordinated Indebtedness subject to the satisfaction of Payment Conditions.


 


Section
6.09Transactions with Affiliates.
No Loan Party will, nor will it permit any Restricted Subsidiary to, sell, lease or otherwise transfer any property or assets
to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any
of its Affiliates, except (a) transactions in the ordinary course of business and at prices and on terms and conditions not
less favorable to such Loan Party or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties,
(b) transactions between or among the Loan Parties not involving any other Affiliate, (c) any investment permitted by
Sections 6.04(c) or 6.04(d), (d) any Indebtedness permitted under Section 6.01(c), (e) any Restricted Payment
permitted by Section 6.08, (f) loans or advances to employees permitted under Section 6.04, (g) the payment
of reasonable fees to directors of the Borrower or any Subsidiary who are not employees of the Borrower or any Subsidiary, and
compensation and employee benefit arrangements, including severance, paid to, and indemnities provided for the benefit of, directors,
officers or employees of the Borrower or its Subsidiaries in the ordinary course of business, (h) reimbursement of expenses and
indemnification payments made to the Sponsor and its Affiliates in accordance with the terms of the Shareholders Agreement and
the Registration Rights Agreement, (i) any issuances of securities or other payments, awards or grants in cash, securities
or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower's
board of directors, (j) so long as no Event of Default exists hereunder, transactions among Affiliates which involve aggregate
consideration of less than $15,000,000 in any fiscal year.


 


Section
6.10Restrictive Agreements.
No Loan Party will, nor will it permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist
any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party
or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the
ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to
make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower
or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to customary restrictions and conditions,
including net worth, leverage and other financial covenants and customary covenants regarding business operations or encumbrances,
on then-market terms (for the applicable Indebtedness) imposed under the terms of any Indebtedness permitted under clauses (j)
or (m) of Section 6.01, in each case, so long as such terms permit the granting of Liens on a first priority basis on property
and assets of the Loan Parties in favor of the Administrative Agent to secure the Secured Obligations, the Guarantee by each Loan
Party (other than the Borrower) of the Obligations in favor of the Administrative Agent, and the performance in full of all of
the Borrower's and the other Loan Party's obligations under this Agreement and the other Loan Documents, (ii) the foregoing shall
not apply to restrictions and conditions imposed by any Requirement of Law or by any Loan Document, (iii) the foregoing shall
not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any
extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iv) the
foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted
Subsidiary or other property pending such sale, provided that such restrictions and conditions apply only to the Restricted
Subsidiary or other property that is to be sold and such sale is permitted hereunder, (v) clause (a) of the foregoing shall
not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement
if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (vi) clause (a) of the
foregoing shall not apply to customary provisions in licenses, governmental permits, leases and other contracts restricting the
assignment thereof, (vii) the foregoing shall not apply to customary restrictions and conditions contained in agreements with
surety companies that


 




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waive or
prohibit subrogation of claims and/or prohibit parties to such agreements from collecting intercompany obligations until obligations
to the applicable surety company have been paid or satisfied, in each case after a claim is made upon such surety company so long
as such terms do not restrict the granting of Liens on a first priority basis on property and assets of the Loan Parties in favor
of the Administrative Agent to secure the Secured Obligations, the Guarantee by each Loan Party (other than the Borrower) of the
Obligations in favor of the Administrative Agent, and the performance in full of all of the Borrower's and the other Loan Party's
obligations under this Agreement and the other Loan Documents, (viii) the foregoing shall not apply to customary restrictions
and conditions contained in documents evidencing a Permitted SCF Sale so long as such terms do not restrict the granting of Liens
on a first priority basis on property and assets (other than on Specified SCF Collateral) of the Loan Parties in favor of the
Administrative Agent to secure the Secured Obligations, the Guarantee by each Loan Party (other than the Borrower) of the Obligations
in favor of the Administrative Agent, and the performance in full of all of the Borrower's and the other Loan Party's obligations
under this Agreement and the other Loan Documents, and (ix) the foregoing shall not apply to customary prohibitions or restrictions
in joint venture agreements and similar agreements that relate solely to the activities of joint ventures permitted under this
Agreement.


 


Section
6.11Amendment of Material Documents.


 


(a)       No
Loan Party will, nor will it permit any Restricted Subsidiary to, amend, modify or waive any of its rights under (a) any
agreement relating to any Subordinated Indebtedness and (b) its charter, articles or certificate of incorporation or organization,
by-laws, operating, management or partnership agreement or other organizational or governing documents, in each case, to the extent
any such amendment, modification or waiver would be materially adverse to the Lenders.


 


(b)       Borrower
shall not amend, modify or change any provision of the Shareholders Agreement or enter into any new shareholders agreement or
similar agreement, or amend the Registration Rights Agreement or entire into any new registration rights agreement or similar
agreement, in each case, without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld,
conditioned or delayed), unless any such amendment modification, change or new agreement could not, as determined in good faith
by the Borrower, reasonably be expected to be adverse to the interests of the Lenders in any material respect.


 


Section
6.12Environmental Covenant. Except as could not reasonably be expected to have
a Material Adverse Effect, no Loan Party shall, nor will it permit any Restricted Subsidiary to, use nor permit any third party
to use, generate, manufacture, produce, store or Release on, under or about any Real Property, or transfer to or from any Real
Property, any Hazardous Materials, provided that if any third party, by act or omission, by intent or by accident, allows
any foregoing action to occur, the Loan Party or Restricted Subsidiary shall promptly remedy such condition, at its sole expense
and responsibility in accordance with Section 9.03(b)(iii), except to the extent failure to so remedy could not reasonably
be expected to have a Material Adverse Effect. Furthermore, no Loan Party or Restricted Subsidiary shall permit any Liens under
any Environmental Laws to be placed on any Eligible Real Property securing liabilities in excess of $15,000,000.


 


Section
6.13Fixed Charge Coverage Ratio. During each Covenant Testing Period the Loan
Parties will not permit the Fixed Charge Coverage Ratio of the Borrower and its Restricted Subsidiaries, determined for any period
of twelve (12) consecutive months ending on the last day of each fiscal quarter, to be less than 1.10 to 1.00, to be measured
(a) on the initial date of such Covenant Testing Period for the most recent fiscal quarter then ended for which financial statements
have been, or were required to be, delivered pursuant to Section 5.01, and (b) thereafter, as of the last day of each fiscal quarter
ending during such Covenant Testing Period for which financial statements have been, or were required to be, delivered pursuant
to Section 5.01. For the avoidance of doubt the foregoing Fixed Charge Coverage Ratio financial covenant will not be tested when
a Covenant Testing Period is not in effect.


 




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ARTICLE
VII


 




Events of Default


 


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


 


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


 


(b)       any
Loan Party shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause
(a) of this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable,
and such failure shall continue unremedied for a period of three (3) Business Days;


 


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


 


(d)       any
Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Sections 5.02(a), 5.03 (with
respect to a Loan Party's existence), 5.08, 5.15, 5.16 or in Article VI or the occurrence of an "Event of Default"
in Article V of the Security Agreement;


 


(e)       any
Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement or any other Loan
Document (other than those which constitute a default under another Section of this Article), and such failure shall continue
unremedied for a period of (i) 5 Business Days after the earlier of any Loan Party's knowledge of such breach or notice
thereof from the Administrative Agent (which notice will be given at the request of any Lender) if such breach relates to terms
or provisions of Section 5.01, 5.02 (other than Section 5.02(a)), 5.03 through 5.06 or 5.10 of this Agreement or (ii) 30
days after the earlier of any Loan Party's knowledge of such breach or notice thereof from the Administrative Agent if such breach
relates to terms or provisions of any other Section of this Agreement;


 


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


 


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


 


(h)       an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization
or other relief in respect of a Loan Party or any Restricted Subsidiary (other than an Immaterial Subsidiary) or its debts, or
of a substantial part of its assets, under any federal,


 




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state
or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for any Loan Party or Restricted Subsidiary (other than an Immaterial
Subsidiary) or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed
for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered;


 


(i)       any
Loan Party or Restricted Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation,
reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or
hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding
or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for such Loan Party or Restricted Subsidiary or for a substantial part
of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding,
(v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any
of the foregoing;


 


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


 


(k)       one
or more judgments for the payment of money in an aggregate amount in excess of $40,000,000 (in either case to the extent not adequately
covered by insurance as determined by the Administrative Agent in its Permitted Discretion) shall be rendered against any Loan
Party, any Restricted Subsidiary or any combination thereof and the same shall remain undischarged for a period of sixty (60) consecutive
days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach
or levy upon any assets of any Loan Party or Restricted Subsidiary to enforce any such judgment;


 


(l)       an
ERISA Event shall have occurred that when taken together with all other ERISA Events that have occurred, could reasonably be expected
to result in a Material Adverse Effect or the imposition of a fine, penalty, excise tax, or damage on any Loan Party with respect
to, or arising from an Employee Benefit Plan, that could reasonably be expected to result in a Material Adverse Effect;


 


(m)       a
Change in Control shall occur;


 


(n)       the
Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity
or unenforceability of the Loan Guaranty, or any Loan Guarantor shall deny in writing that it has any further liability under
the Loan Guaranty to which it is a party, or shall give notice to such effect, including, but not limited to notice of termination
delivered pursuant to Section 10.08;


 


(o)       except
as permitted by the terms of any Collateral Document (or due to any action or inaction taken by the Administrative Agent), (i) any
Collateral Document shall for any reason fail to create a valid security interest in any material portion of the Collateral purported
to be covered thereby, or (ii) any Lien on any material portion of the Collateral securing any Secured Obligation shall cease
to be a perfected Lien with the priorities required by the relevant Loan Documents;


 


(p)       any
Collateral Document shall fail to remain in full force or effect (other than by reason of a release of Collateral permitted by
the terms hereof or any action or inaction taken by the Administrative Agent) or any Loan Party shall contest in writing the validity
or enforceability of any Collateral Document; or


 




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(q)       any
material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms
(or any Loan Party shall contest in writing the enforceability of any Loan Document or shall assert in writing that any of the
Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms);


 


then, and
in every such event (other than an event with respect to the Loan Parties described in clause (h) or (i) of this Article), and
at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required
Lenders shall, by notice to the Borrower, take any or all of the following actions, at the same or different times:  (i) terminate
the Commitments (including the Swingline Commitment), whereupon the Commitments shall terminate immediately, (ii) declare
the Loans then outstanding to be due and payable in whole (or in part, but ratably as among the Classes of Loans and the Loans
of each Class at the time outstanding, in which case any principal not so declared to be due and payable may thereafter be declared
to be due and payable), whereupon the principal of the Loans so declared to be due and payable, together with accrued interest
thereon and all fees (including, for the avoidance of doubt, any break funding payments) and other obligations of the Loan Parties
accrued hereunder and under any other Loan Document, shall become due and payable immediately, in each case without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by the Loan Parties, and (iii) require cash collateral
for the LC Exposure in accordance with Section 2.06(j) hereof; and in the case of any event with respect to the Loan Parties described
in clause (h) or (i) of this Article, the Commitments (including the Swingline Commitment) shall automatically terminate and the
principal of the Loans then outstanding and the cash collateral for the LC Exposure, together with accrued interest thereon and
all fees (including, for the avoidance of doubt, any break funding payments) and other obligations of the Loan Parties accrued
hereunder and under any other Loan Documents, shall automatically become due and payable, in each case without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the Loan Parties. Upon the occurrence and during the continuance
of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, increase the rate of interest
applicable to the Loans and other Obligations as set forth in this Agreement and exercise any rights and remedies provided to
the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC.


 


ARTICLE
VIII


 




The Administrative Agent


 


Section
8.01Authorization and Action.


 


(a)       Each
Lender, on behalf of itself and any of its Affiliates that are Secured Parties and each Issuing Bank hereby irrevocably appoints
the entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the administrative
agent and collateral agent under the Loan Documents and each Lender and each Issuing Bank authorizes the Administrative Agent
to take such actions as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are
delegated to the Administrative Agent under such agreements and to exercise such powers as are reasonably incidental thereto.
In addition, to the extent required under the laws of any jurisdiction other than within the United States, each Lender and each
Issuing Bank hereby grants to the Administrative Agent any required powers of attorney to execute and enforce any Collateral Document
governed by the laws of such jurisdiction on such Lender's or such Issuing Bank's behalf. Without limiting the foregoing, each
Lender and each Issuing Bank hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations
under, each of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies
that the Administrative Agent may have under such Loan Documents.


 




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(b)       As
to any matters not expressly provided for herein and in the other Loan Documents (including enforcement or collection), the Administrative
Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting
(and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless
and until revoked in writing, such instructions shall be binding upon each Lender and each Issuing Bank; provided, however,
that the Administrative Agent shall not be required to take any action that (i) the Administrative Agent in good faith believes
exposes it to liability unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory
to it from the Lenders and the Issuing Banks with respect to such action or (ii) is contrary to this Agreement or any other Loan
Document or applicable law, including any action that may be in violation of the automatic stay under any requirement of law relating
to bankruptcy, insolvency or reorganization or relief of debtors or that may affect a forfeiture, modification or termination
of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization
or relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction from
the Required Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification
or direction has been provided. Except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any
duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any other Loan
Party, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative
Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or
risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it.


 


(c)       In
performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on
behalf of the Lenders and the Issuing Banks (except in limited circumstances expressly provided for herein relating to the maintenance
of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the
foregoing:


 


(i)       the
Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship
as the agent, fiduciary or trustee of or for any Lender, Issuing Bank any other Secured Party or holder of any other obligation
other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default
has occurred and is continuing (and it is understood and agreed that the use of the term "agent" (or any similar term)
herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty
or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a
matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties);
additionally, each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach
of fiduciary duty by the Administrative Agent in connection with this Agreement and/or the transactions contemplated hereby;


 


(ii)       [reserved];


 


(iii)       [reserved];
and


 


(iv)       nothing
in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit
element of any sum received by the Administrative Agent for its own account.


 




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


 


(e)       None
of any Syndication Agent, any Co-Documentation Agent, any Joint Arranger or any Co-Collateral Agent shall have obligations or
duties whatsoever in such capacity under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder
in such capacity, but all such persons shall have the benefit of the indemnities provided for hereunder.


 


(f)       In
case of the pendency of any proceeding with respect to any Loan Party under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any
Loan or any reimbursement obligation in respect of any LC Disbursement shall then be due and payable as herein expressed or by
declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall
be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:


 


(i)       to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Disbursements
and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order
to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim under Sections 2.12, 2.13,
2.15, 2.17 and 9.03) allowed in such judicial proceeding; and


 


(ii)       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 proceeding is hereby authorized
by each Lender, each Issuing Bank and each other Secured Party to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments directly to the Lenders, the Issuing Banks or the other
Secured Parties, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the
Loan Documents (including under Section 9.03). Nothing contained herein shall be deemed to authorize the Administrative Agent
to authorize or consent to or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations or the rights of any Lender or Issuing Bank or to authorize the Administrative
Agent to vote in respect of the claim of any Lender or Issuing Bank in any such proceeding.


 


(g)       The
provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, and, except
solely to the extent of the Borrower's rights to consent pursuant to and subject to the conditions set forth in this Article,
none of the Borrower or any Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary
under any such provisions. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits
of the Collateral and of the Guarantees of the Secured Obligations provided under the Loan Documents, to have agreed to the provisions
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Section
8.02Administrative Agent's Reliance, Limitation of Liability, Etc.


 


(a)       Neither
the Administrative Agent nor any of its Related Parties shall be (i) liable for any action taken or omitted to be taken by such
party, the Administrative Agent or any of its Related Parties under or in connection with this Agreement or the other Loan Documents
(x) with the consent of or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall
be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided
in the Loan Documents) or (y) in the absence of its own gross negligence or willful misconduct (such absence to be presumed unless
otherwise determined by a court of competent jurisdiction by a final and non-appealable judgment) or (ii) responsible in any manner
to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof
contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to
or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document
or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document
(including, for the avoidance of doubt, in connection with the Administrative Agent's reliance on any Electronic Signature transmitted
by facsimile, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page) or for
any failure of any Loan Party to perform its obligations hereunder or thereunder.


 


(b)       The
Administrative Agent shall be deemed not to have knowledge of any (i) notice of any of the events or circumstances set forth or
described in Section 5.02 unless and until written notice thereof stating that it is a "notice under Section 5.02" in
respect of this Agreement and identifying the specific clause under said Section is given to the Administrative Agent by the Borrower,
or (ii) notice of any Default or Event of Default unless and until written notice thereof (stating that it is a "notice of
Default" or a "notice of an Event of Default") is given to the Administrative Agent by the Borrower, a Lender or
the Issuing Bank. Further, the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
(i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate,
report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default or Event of Default, (iv)
the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument
or document, (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm
receipt of items (which on their face purport to be such items) expressly required to be delivered to the Administrative Agent
or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the
Administrative Agent, or (vi) the creation, perfection or priority of Liens on the Collateral.


 


(c)       Without
limiting the foregoing, the Administrative Agent (i) may treat the payee of any promissory note as its holder until such promissory
note has been assigned in accordance with Section 9.04, (ii) may rely on the Register to the extent set forth in Section
9.04(b), (iii) may consult with legal counsel (including counsel to the Borrower), independent public accountants and other experts
selected by it, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the
advice of such counsel, accountants or experts, (iv) makes no warranty or representation to any Lender or Issuing Bank and shall
not be responsible to any Lender or Issuing Bank for any statements, warranties or representations made by or on behalf of any
Loan Party in connection with this Agreement or any other Loan Document, (v) in determining compliance with any condition hereunder
to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender
or an Issuing Bank, may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent
shall have received notice to the contrary from such Lender or Issuing Bank sufficiently in advance of the making of such Loan
or the issuance of such Letter of Credit and (vi) shall be entitled to rely on, and shall incur no liability under or in respect
of this Agreement or any other Loan Document by acting upon, any notice, consent, certificate or other instrument or writing (which
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may
be a fax, any electronic message, Internet or intranet website posting or other distribution) or any statement made to it orally
or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated by the proper party or parties
(whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).


 


Section
8.03Posting of Communications.


 


(a)       The
Borrower agrees that the Administrative Agent may, but shall not be obligated to, make any Communications available to the Lenders
and the Issuing Bank by posting the Communications on IntraLinksTM, DebtDomain, SyndTrak, ClearPar or any other electronic
system chosen by the Administrative Agent to be its electronic transmission system (the "Approved Electronic Platform").


 


(b)       Although
the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies
implemented or modified by the Administrative Agent from time to time (including, as of the Effective Date, a user ID/password
authorization system) and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user
may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders, the Issuing Bank and the Borrower
acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure, that the Administrative
Agent is not responsible for approving or vetting the representatives or contacts of any Lender that are added to the Approved
Electronic Platform, and that there may be confidentiality and other risks associated with such distribution. Each of the Lenders,
the Issuing Bank and the Borrower hereby approves distribution of the Communications through the Approved Electronic Platform
and understands and assumes the risks of such distribution.


 


(c)       THE
APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED "AS IS" AND "AS AVAILABLE". THE APPLICABLE
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED
ELECTRONIC PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS.
NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES IN CONNECTION
WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY JOINT ARRANGER, ANY
CO-DOCUMENTATION AGENT, ANY SYNDICATION AGENT, ANY CO-COLLATERAL AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY,
"APPLICABLE PARTIES") HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, ANY ISSUING BANK OR ANY OTHER PERSON OR ENTITY
FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER
IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY'S OR THE ADMINISTRATIVE AGENT'S TRANSMISSION OF COMMUNICATIONS THROUGH
THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM.


 


"Communications"
means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any
Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent,
any Lender or Issuing Bank by means of electronic communications pursuant to this Section, including through an Approved Electronic
Platform.


 


(d)       Each
Lender and Issuing Bank agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted
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effective
delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender and Issuing Bank agrees (i) to notify
the Administrative Agent in writing (which could be in the form of electronic communication) from time to time of such Lender's
or Issuing Bank's (as applicable) email address to which the foregoing notice may be sent by electronic transmission and (ii)
that the foregoing notice may be sent to such email address.


 


(e)       Each
of the Lenders, Issuing Bank and the Borrower agrees that the Administrative Agent may, but (except as may be required by applicable
law) shall not be obligated to, store the Communications on the Approved Electronic Platform in accordance with the Administrative
Agent's generally applicable document retention procedures and policies.


 


(f)       Nothing
herein shall prejudice the right of the Administrative Agent, any Lender or Issuing Bank to give any notice or other communication
pursuant to any Loan Document in any other manner specified in such Loan Document.


 


Section
8.04The Administrative Agent Individually. With respect to its Commitment, Loans
(including Swingline Loans) and Letters of Credit, the Person serving as the Administrative Agent shall have and may exercise
the same rights and powers hereunder and is subject to the same obligations and liabilities as and to the extent set forth herein
for any other Lender or Issuing Bank, as the case may be. The terms "Issuing Bank", "Lenders", "Required
Lenders" and any similar terms shall, unless the context clearly otherwise indicates, include the Administrative Agent in
its individual capacity as a Lender, Issuing Bank or as one of the Required Lenders, as applicable. The Person serving as the
Administrative Agent and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor
or in any other advisory capacity for and generally engage in any kind of banking, trust or other business with, any Loan Party,
any Subsidiary or any Affiliate of any of the foregoing as if such Person was not acting as the Administrative Agent and without
any duty to account therefor to the Lenders or the Issuing Bank.


 


Section
8.05Successor Administrative Agent.


 


(a)       The
Administrative Agent may resign at any time by giving 30 days' prior written notice thereof to the Lenders, the Issuing Bank and
the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation, the Required Lenders
shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed
by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving
of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a
successor Administrative Agent, which shall be a bank with an office in New York, New York or an Affiliate of any such bank. In
either case, such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably
withheld and shall not be required while an Event of Default has occurred and is continuing). Upon the acceptance of any appointment
as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall succeed to, and become
vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of appointment
as Administrative Agent by a successor Administrative Agent, the retiring Administrative Agent shall be discharged from its duties
and obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative Agent's resignation hereunder
as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to
the successor Administrative Agent its rights as Administrative Agent under the Loan Documents.


 


(b)       Notwithstanding
paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted
such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative
Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Bank and the Borrower,


 




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whereupon,
on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged
from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining
any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties,
the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit
of the Secured Parties, and continue to be entitled to the rights set forth in such Collateral Document and Loan Document, and,
in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case
until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section
(it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action
under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (ii)
the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative
Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative
Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices
and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made
to each Lender and Issuing Bank. Following the effectiveness of the Administrative Agent's resignation from its capacity as such,
the provisions of this Article, Section 2.17(d) and Section 9.03, as well as any exculpatory, reimbursement and indemnification
provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent,
its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while
the retiring Administrative Agent was acting as Administrative Agent and in respect of the matters referred to in the proviso
under clause (a) above.


 


Section
8.06Acknowledgements of Lenders and Issuing Bank.


 


(a)       Each
Lender and each Issuing Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility,
(ii) it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may
be applicable to such Lender or Issuing Bank, in each case in the ordinary course of business, and not for the purpose of purchasing,
acquiring or holding any other type of financial instrument (and each Lender and each Issuing Bank agrees not to assert a claim
in contravention of the foregoing), (iii) it has, independently and without reliance upon the Administrative Agent, any Joint
Arranger, any Syndication Agent, any Co-Documentation Agent, any Co-Collateral Agent or any other Lender or Issuing Bank, or any
of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder and
(iv) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities
set forth herein, as may be applicable to such Lender or such Issuing Bank, and either it, or the Person exercising discretion
in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced
in making, acquiring or holding such commercial loans or providing such other facilities. Each Lender and each Issuing Bank also
acknowledges that it will, independently and without reliance upon the Administrative Agent, any Joint Arranger, any Syndication
Agent, any Co-Documentation Agent, any Co-Collateral Agent or any other Lender or Issuing Bank, or any of the Related Parties
of any of the foregoing, and based on such documents and information (which may contain material, non-public information within
the meaning of the United States securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan
Document or any related agreement or any document furnished hereunder or thereunder.


 


(b)       Each
Lender, by delivering its signature page to this Agreement on the Effective Date, or delivering its signature page to an Assignment
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which
it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan
Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or
the Lenders on the Effective Date or the effective date of any such Assignment and Assumption or any other Loan Document pursuant
to which it shall have become a Lender hereunder.


 


(c)       Each
Lender hereby agrees that (i) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (ii)
the Administrative Agent (A) makes no representation or warranty, express or implied, as to the completeness or accuracy of any
Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (B)
shall not be liable for any information contained in any Report; (iii) the Reports are not comprehensive audits or examinations,
and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will
rely significantly upon the Loan Parties' books and records, as well as on representations of the Loan Parties' personnel and
that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (iv) it will keep all Reports
confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise
permitted pursuant to this Agreement; and (v) without limiting the generality of any other indemnification provision contained
in this Agreement, (A) it will hold the Administrative Agent and any such other Person preparing a Report harmless from any action
the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any
extension of credit that the indemnifying Lender has made or may make to the Borrower, or the indemnifying Lender's participation
in, or the indemnifying Lender's purchase of, a Loan or Loans; and (B) it will pay and protect, and indemnify, defend, and hold
the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings,
damages, costs, expenses, and other amounts (including reasonable attorneys' fees) incurred by the Administrative Agent or any
such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the
indemnifying Lender.


 


(d)(i)Each
Lender hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in
its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as
a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a "Payment")
were erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or
a portion thereof), such Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrative
Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with
interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender
to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted
by applicable law, such Lender shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense
or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return
of any Payments received, including without limitation any defense based on "discharge for value" or any similar doctrine.
 A notice of the Administrative Agent to any Lender under this Section 8.06(d) shall be conclusive, absent manifest error.


 


(i)       Each
Lender hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that
is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent
(or any of its Affiliates) with respect to such Payment (a "Payment Notice") or (y) that was not preceded or
accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. 
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becomes
aware a Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify the Administrative Agent of
such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day
thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was
made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion
thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB
Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from
time to time in effect.


 


(ii)       The
Borrower and each other Loan Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered
from any Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated
to all the rights of such Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge
or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party.


 


(iii)       Each
party's obligations under this Section 8.06(d) shall survive the resignation or replacement of the Administrative Agent or any
transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction
or discharge of all Obligations under any Loan Document.


 


Section
8.07Collateral Matters.


 


(a)       Except
with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party's right to file
a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral
or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under
the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the
terms thereof. In its capacity, the Administrative Agent is a "representative" of the Secured Parties within the meaning
of the term "secured party" as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person
as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power
of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and
perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties.


 


(b)       In
furtherance of the foregoing and not in limitation thereof, no arrangements in respect of Banking Services the obligations under
which constitute Secured Obligations and no Swap Agreement the obligations under which constitute Secured Obligations, will create
(or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or
release of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral,
each Secured Party that is a party to any such arrangement in respect of Banking Services or Swap Agreement, as applicable, shall
be deemed to have appointed the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents
and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph.


 


(c)       The
Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to subordinate any Lien on
any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property
that is permitted by Section 6.02(b) and enter into any Inventory Finance Intercreditor Agreement. The Administrative Agent shall
not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value
or collectability of the Collateral, the existence, priority or perfection of the Administrative


 




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Agent's
Lien thereon or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible
or liable to the Lenders or any other Secured Party for any failure to monitor or maintain any portion of the Collateral.


 


Section
8.08Credit Bidding. The Secured Parties hereby irrevocably authorize the Administrative
Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including by accepting some
or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise)
and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral
(a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the
Bankruptcy Code, or any similar laws in any other jurisdictions to which a Loan Party is subject, or (b) at any other sale, foreclosure
or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent
(whether by judicial action or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase,
the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid by the Administrative Agent at the
direction of the Required Lenders on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving
contingent interests in the acquired assets on a ratable basis that shall vest upon the liquidation of such claims in an amount
proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) for the asset
or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle or vehicles that are issued
in connection with such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one
or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles (ii) each of the
Secured Parties' ratable interests in the Obligations which were credit bid shall be deemed without any further action under this
Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative Agent shall
be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any
actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets
or equity interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control
by the vote of the Required Lenders or their permitted assignees under the terms of this Agreement or the governing documents
of the applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without
giving effect to the limitations on actions by the Required Lenders contained in Section 9.02 of this Agreement), (iv) the Administrative
Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on
account of the relevant Obligations which were credit bid, interests, whether as equity, partnership interests, limited partnership
interests or membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle,
all without the need for any Secured Party or acquisition vehicle to take any further action, and (v) to the extent that Obligations
that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being
higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of Obligations credit
bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Secured Parties pro rata
with their original interest in such Obligations and the equity interests and/or debt instruments issued by any acquisition vehicle
on account of such Obligations shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle
to take any further action. Notwithstanding that the ratable portion of the Obligations of each Secured Party are deemed assigned
to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party shall execute such documents and
provide such information regarding the Secured Party (and/or any designee of the Secured Party which will receive interests in
or debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably request in connection with
the formation of any acquisition vehicle, the formulation or submission of any credit bid or the consummation of the transactions
contemplated by such credit bid.


 




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Section
8.09Certain ERISA Matters.


 


(a)       Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date
such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent, and each Joint Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of
the Borrower or any other Loan Party, that at least one of the following is and will be true:


 


(i)       such
Lender is not using "plan assets" (within the meaning of the Plan Asset Regulations) of one or more (A) Benefit Plans
or (B) Persons whose assets include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA
or Section 4975 of the Code) the assets of any Benefit Plan in connection with the Loans, the Letters of Credit or the Commitments,


 


(ii)       the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined
by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance
company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts),
PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption
for certain transactions determined by in-house asset managers), is applicable with respect to such Lender's entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,


 


(iii)       (A)
such Lender is an investment fund managed by a "Qualified Professional Asset Manager" (within the meaning of Part VI
of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into,
participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance
into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement
satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender,
the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender's entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or


 


(iv)       such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion,
and such Lender.


 


(b)       In
addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has provided
another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender
further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of,
the Administrative Agent, and each Joint Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or
for the benefit of the Borrower or any other Loan Party, that none of the Administrative Agent, any Joint Arranger, any Syndication
Agent, any Co-Documentation Agent, any Co-Collateral Agent or any of their respective Affiliates is a fiduciary with respect to
the Collateral or the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative
Agent under this Agreement, any Loan Document or any documents related to hereto or thereto).


 


(c)       The
Administrative Agent, and each Joint Arranger, Syndication Agent, Co-Documentation Agent and Co-Collateral Agent hereby informs
the Lenders that each such Person is not


 




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undertaking
to provide investment advice or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby,
and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof
(i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments, this Agreement and
any other Loan Documents, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an
amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or
(iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise,
including structuring fees, commitment fees, unused line fees, arrangement fees, facility fees, upfront fees, underwriting fees,
ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit
fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker's acceptance
fees, breakage or other early termination fees or fees similar to the foregoing.


 


Section
8.10Flood Laws. JPMCB has adopted internal policies and procedures that address
requirements placed on federally regulated lenders under the National Flood Insurance Reform Act of 1994 and related legislation
(the "Flood Laws"). JPMCB, as administrative agent or collateral agent on a syndicated facility, will post on
the applicable electronic platform (or otherwise distribute to each Lender in the syndicate) documents that it receives in connection
with the Flood Laws (the "Flood Documents"). However, JPMCB reminds each Lender and Participant in the facility
that, pursuant to the Flood Laws, each federally regulated Lender (whether acting as a Lender or Participant in the facility)
is responsible for assuring its own compliance with the flood insurance requirements. Notwithstanding anything to the contrary
herein, the Administrative Agent agrees that it will not enter into any Mortgage after the Effective Date until the earliest to
occur of (i) thirty (30) days after the date that the Administrative Agent has delivered to each Lender the Flood Documents and
(ii) the date the Administrative Agent shall have received confirmation from each applicable Lender that such Lender has completed
any necessary flood insurance due diligence to its reasonable satisfaction.


 


ARTICLE
IX


 




Miscellaneous


 


Section
9.01Notices.


 


(a)       Except
in the case of notices and other communications expressly permitted to be given by telephone or Electronic Systems (and subject
in each case to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows:


 


(i)       if
to any Loan Party, to the Borrower at:


 


	245
S. Executive Drive

        Brookfield, Wisconsin
53005

Attention: Stephen W. Boettinger, General Counsel

Mark A. Skonieczny, Chief Financial Officer

        Email:
        stephen.boettinger@revgroup.com

        mark.skonieczny@revgroup.com



 


(ii)       if
to the Administrative Agent or JPMCB in its capacity as an Issuing Bank or the Swingline Lender, to JPMorgan Chase Bank, N.A.
at:


 




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	10
S. Dearborn, Floor L2

Chicago, Illinois 60603

Attention: John Morrone

        Facsimile No: (312) 548-1943

Email: john.morrone@jpmorgan.com



 


(iii)       if
to any other Lender or Issuing Bank, to it at its address or facsimile number set forth in its Administrative Questionnaire.


 


All such
notices and other communications (A) sent by hand or overnight courier service, or mailed by certified or registered mail,
shall be deemed to have been given when received, (B) sent by facsimile shall be deemed to have been given when sent, provided
that if not given during normal business hours of the recipient, such notice or communication shall be deemed to have been
given at the opening of business on the next Business Day of the recipient, or (C) delivered through Electronic Systems or
Approved Electronic Platforms, as applicable, to the extent provided in paragraph (b) below shall be effective as provided in
such paragraph.


 


(b)       Notices
and other communications to the Borrower, any Loan Party, the Lenders and the Issuing Banks hereunder may be delivered or furnished
by using Electronic Systems or Approved Electronic Platforms, as applicable, or pursuant to procedures approved by the Administrative
Agent; provided that the foregoing shall not apply to notices pursuant to Article II or to Compliance Certificates delivered
pursuant to Section 5.01(d) unless otherwise agreed by the Administrative Agent and the applicable Lender or Issuing Bank.
Each of the Administrative Agent and the Borrower (on behalf of the Loan Parties) may, in its discretion, agree to accept notices
and other communications to it hereunder by Electronic Systems or Approved Electronic Platforms, as applicable, pursuant to procedures
approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless
the Administrative Agent otherwise proscribes, all such notices and other communications (i) sent to an e-mail address shall
be deemed received upon the sender's receipt of an acknowledgement from the intended recipient (such as by the "return receipt
requested" function, as available, return e-mail or other written acknowledgement), and (ii) posted to an Internet or
intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described
in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address
therefor; provided that, for both clauses (i) and (ii) above, if such notice, e-mail or other communication is not sent
during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening
of business on the next Business Day of the recipient.


 


(c)       Any
party hereto may change its address, facsimile number or e-mail address for notices and other communications hereunder by notice
to the other parties hereto.


 


Section
9.02Waivers; Amendments.


 


(a)       No
failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or under
any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power,
or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof
or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders
hereunder and under any other Loan Document are cumulative and are not exclusive of any rights or remedies that they would otherwise
have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event
be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing,
the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver


 




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of
any Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of
such Default at the time.


 


(b)       Except
as provided in the first sentence of Section 2.09(f) (with respect to any commitment increase) and subject to Section 2.14(c),
(d) and (e) and Section 9.02(e) below, neither this Agreement nor any other Loan Document nor any provision hereof or thereof
may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing
entered into by the Borrower and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement
or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto,
with the consent of the Required Lenders; provided that no such agreement shall (A) increase the Commitment of any Lender
without the written consent of such Lender (including any such Lender that is a Defaulting Lender), (B) reduce or forgive the
principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon (other than waivers with respect to the
application of a default rate of interest which shall only require the approval of the Required Lenders), or reduce or forgive
any interest or fees payable hereunder, without the written consent of each Lender (including any such Lender that is a Defaulting
Lender) affected thereby (provided that any amendment or modification of the financial covenants in this Agreement (or
any defined term used therein) shall not constitute a reduction in the rate of interest or fees for purposes of this clause (B)),
(C) postpone any scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any date for the payment
of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone
the scheduled date of expiration of any Commitment, without the written consent of each Lender (including any such Lender that
is a Defaulting Lender) affected thereby (other than any reduction of the amount of, or any extension of the payment date for,
the mandatory prepayments required under Section 2.11, in each case, which shall only require the approval of the Required Lenders),
(D) change Section 2.09(d) or Section 2.18(b) or (d) in a manner that would alter the ratable reduction of Commitments or the
manner in which payments are shared, without the written consent of each Lender (other than any Defaulting Lender), (E) increase
the advance rates set forth in the definition of Borrowing Base, amend the definition of "Eligible Accounts", "Eligible
Inventory", "Eligible Equipment" or "Eligible Real Property" with the effect of increasing the Borrowing
Base or add new categories of eligible assets, without the written consent of the Supermajority Lenders, (F) change any of the
provisions of this Section or the definition of "Required Lenders", "Supermajority Lenders" or any other provision
of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify
any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (other
than any Defaulting Lender) directly affected thereby, (G) change Section 2.20 without the consent of each Lender (other than
any Defaulting Lender), (H) release any Guarantor from its obligation under its Loan Guaranty (except as otherwise permitted herein
or in the other Loan Documents), without the written consent of each Lender (other than any Defaulting Lender), or (I) except
as provided in clause (c) of this Section or in any Collateral Document, release all or substantially all of the Collateral or
subordinate the Administrative Agent's lien in and to any of the Collateral, without the written consent of each Lender (other
than any Defaulting Lender); provided, further, that no such agreement shall amend, modify or otherwise affect the
rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder without the prior written consent
of the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be (it being understood that any amendment
to Section 2.20 shall require the consent of the Administrative Agent, the Issuing Bank and the Swingline Lender); provided
further that no such agreement shall amend or modify the provisions of Section 2.06 without the prior written consent of the
Administrative Agent and the Issuing Banks. The Administrative Agent may also amend the Commitment Schedule to reflect
assignments entered into pursuant to Section 9.04. Any amendment, waiver or other modification of this Agreement or any other
Loan Document that by its terms affects the rights or duties under this Agreement of the Lenders of one or more Classes (but not
the Lenders of any other Class), may be effected by an agreement or agreements in writing entered into by the Borrower and the
requisite number or percentage in interest of each affected Class of Lenders that would be required


 




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to
consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time.


 


(c)       The
Lenders and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion,
to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the Payment in Full
of all Secured Obligations, (ii) so long as no Event of Default has occurred and is continuing or would be caused thereby
constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent
that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively
on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100%
of the Equity Interests of a Subsidiary, the Administrative Agent is authorized to release any Loan Guaranty provided by such
Subsidiary, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction
permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection
with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VII. Except as provided in the preceding
sentence, the Administrative Agent will not release any Liens on Collateral without the prior written authorization of the Required
Lenders; provided that, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate
not in excess of $25,000,000 during any calendar year without the prior written authorization of the Required Lenders(it being
agreed that the Administrative Agent may rely conclusively on one or more certificates of the Borrower as to the value of any
Collateral to be so released, without further inquiry). Any such release shall not in any manner discharge, affect, or impair
the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of)
all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part
of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall
be without recourse to or warranty by the Administrative Agent.


 


(d)       If,
in connection with any proposed amendment, waiver or consent requiring the consent of "each Lender" or "each Lender
affected thereby," the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained
(any such Lender whose consent is necessary but has not been obtained being referred to herein as a "Non-Consenting Lender"),
then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently
with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, the Administrative
Agent and the Issuing Bank shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting
Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all
obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of
Section 9.04, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement
(1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder
to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Sections
2.15 and 2.17, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such
replacement under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to
the replacement Lender. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant
to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable,
an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the
Administrative Agent and such parties are participants), and the Lender required to make such assignment need not be a party thereto
in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided
that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver
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reasonably
requested by the applicable Lender, provided that any such documents shall be without recourse to or warranty by the parties
thereto.


 


(e)       Notwithstanding
anything to the contrary herein the Administrative Agent may, with the consent of the Borrower only, amend, modify or supplement
this Agreement or any of the other Loan Documents to cure any ambiguity, omission, obvious error, mistake, defect or inconsistency.


 


Section
9.03Expenses; Limitation of Liability Indemnity; Etc.


 


(a)       Expenses.
The Loan Parties shall, jointly and severally, pay all (i) reasonable out-of-pocket expenses incurred by the Administrative
Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in
connection with the syndication and distribution (including, without limitation, via the internet or through any Electronic System
or Approved Electronic Platform) of the credit facilities provided for herein, the preparation and administration of the Loan
Documents and any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions
contemplated hereby or thereby shall be consummated); provided, however, that in each case, the charges of counsel
for the Administrative Agent and its Affiliates shall be limited to one primary counsel and, in each applicable jurisdiction,
one local counsel, plus any specialist counsel, if applicable, for the Administrative Agent and its Affiliates, taken as a whole,
(ii) reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or
extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the
Administrative Agent, the Issuing Bank or any Lender (including the fees, charges and disbursements of (A) one primary counsel
and, in each applicable jurisdiction, one local counsel, plus any specialist counsel, if applicable, for the Administrative Agent,
the Issuing Bank and the Lenders, taken as a whole, and (B) in the case of an actual or reasonably perceived potential conflicts
of interest (as reasonably determined by the Administrative Agent, the Issuing Bank or any Lender), one additional primary counsel
and, in each applicable jurisdiction, one local counsel, plus any specialist counsel, if applicable, for each similarly affected
group of Persons), in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents,
including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including
all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters
of Credit. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing,
fees, costs and expenses incurred in connection with:


 


(A)       appraisals
and insurance reviews;


 


(B)       field
examinations and the preparation of Reports based on the fees charged by a third party retained by the Administrative Agent or
the internally allocated fees for each Person employed by the Administrative Agent with respect to each field examination;


 


(C)       background
checks regarding senior management and/or key investors, as deemed necessary or appropriate in the sole discretion of the Administrative
Agent;


 


(D)       Taxes,
fees and other charges for (1) lien and title searches and title insurance and (2) recording the Mortgages, filing financing
statements and continuations, and other actions to perfect, protect, and continue the Administrative Agent's Liens;


 


(E)       sums
paid or incurred to take any action required of any Loan Party under the Loan Documents that such Loan Party fails to pay or take;
and


 




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(F)       forwarding
loan proceeds, collecting checks and other items of payment, and establishing and maintaining the accounts and lock boxes, and
costs and expenses of preserving and protecting the Collateral.


 


All of the
foregoing fees, costs and expenses may be charged to the Borrower as Revolving Loans or to another deposit account to the extent
permitted in Section 2.18(c).


 


(b)       Limitation
of Liability. To the extent permitted by applicable law (i) neither the Borrower nor any Loan Party shall assert, and the
Borrower and each Loan Party hereby waives, any claim against the Administrative Agent, any Joint Arranger, any Syndication Agent,
any Co-Documentation Agent, any Co-Collateral Agent, any Issuing Bank and any Lender, and any Related Party of any of the foregoing
Persons (each such Person being called a "Lender-Related Person") for any Liabilities arising from the use by
others of information or other materials (including, without limitation, any personal data) obtained through telecommunications,
electronic or other information transmission systems (including the Internet) other than for direct, actual damages resulting
from the gross-negligence or willful misconduct of such Lender-Related Persons in connection with the use of an Approved Electronic
Platform as determined by a final, non-appealable judgment of a court of competent jurisdiction, and (ii) no party hereto shall
assert, and each such party hereby waives, any Liabilities against any other party hereto, on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as
a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the Transactions,
any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this Section 9.03(b) shall relieve
the Borrower or any Loan Party of any obligation it may have to indemnify an Indemnitee, as provided in Section 9.03(c), against
any special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party.


 


(c)       Indemnity.
The Loan Parties shall, jointly and severally, indemnify the Administrative Agent, each Joint Arranger, each Syndication Agent,
each Co-Documentation Agent, each Co-Collateral Agent, the Issuing Bank and each Lender, and each Related Party of any of the
foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless
from, any and all Liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee,
incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or
delivery of the Loan Documents or any agreement or instrument contemplated thereby, (ii) the performance by the parties hereto
of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby,
(iii) any action taken in connection with this Agreement, including, but not limited to, the payment of principal, interest
and fees, (iv) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank
to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly
comply with the terms of such Letter of Credit), (v) any actual or alleged presence or Release of Hazardous Materials on
or from any property owned or operated by a Loan Party or a Restricted Subsidiary, or any Environmental Liability related in any
way to a Loan Party or a Restricted Subsidiary, (vi) the failure of a Loan Party to deliver to the Administrative Agent the
required receipts or other required documentary evidence with respect to a payment made by a Loan Party for Taxes pursuant to
Section 2.17, or (vii) any actual or prospective Proceeding relating to any of the foregoing, whether or not such Proceeding
is brought by any Loan Party or their respective equity holders, Affiliates, creditors or any other third Person and whether based
on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided, that such
indemnity shall not, as to any Indemnitee, be available to the extent that (x) such Liabilities or related expenses are determined
by a court of competent jurisdiction by final and non-appealable judgment to have resulted from (i) the gross negligence, bad
faith or willful misconduct of such Indemnitee or (ii) a claim brought by the Borrower against any Indemnitee alleging material
breach in bad faith of such Indemnitee's obligation under the Loan Documents, or (y) any dispute solely between or among Indemnitees
or Related Parties other than claims against any Indemnitee acting in its capacity or in fulfilling its role as Administrative
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Agent,
Co-Documentation Agent, Co-Collateral Agent or any similar role under the Loan Documents, and other than claims to the extent
arising out of any act or omission on the part of the Borrower or any other Loan Party. This Section 9.03(c) shall not apply with
respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim.


 


(d)       Lender
Reimbursement. Each Lender severally agrees to pay any amount required to be paid by any Loan Party under paragraphs (a),
(b) or (c) of this Section 9.03 to the Administrative Agent, each Issuing Bank and the Swingline Lender, and each Related Party
of any of the foregoing Persons (each, an "Agent-Related Person") (to the extent not reimbursed by a Loan Party
and without limiting the obligation of any Loan Party to do so), ratably according to their respective Applicable Percentage in
effect on the date on which such payment is sought under this Section (or, if such payment is sought after the date upon which
the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage
immediately prior to such date), from and against any and all Liabilities and related expenses, including the fees, charges and
disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred
by or asserted against such Agent-Related Person in any way relating to or arising out of the Commitments, this Agreement, any
of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated
hereby or thereby or any action taken or omitted by such Agent-Related Person under or in connection with any of the foregoing;
provided that the unreimbursed expense or Liability or related expense, as the case may be, was incurred by or asserted
against such Agent-Related Person in its capacity as such; provided, further, that no Lender shall be liable for
the payment of any portion of such Liabilities, costs, expenses or disbursements that are found by a final and non-appealable
decision of a court of competent jurisdiction to have resulted primarily from such Agent-Related Person's gross negligence or
willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the Payment in Full of
the Secured Obligations.


 


(e)       Payments.
All amounts due under this Section 9.03 shall be payable promptly, but in any event not later than ten (10) Business Days, after
written demand therefor.


 


Section
9.04Successors and Assigns.


 


(a)       The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the
Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of
each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no
Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in
this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants
(to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties
of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or
by reason of this Agreement.


 


(b)(i)Subject
to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Persons (other than an Ineligible
Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment,
participations in Letters of Credit and the Loans at the time owing to it) with the prior written consent (such consent not to
be unreasonably withheld) of:


 


(A)       the
Borrower, provided that, the Borrower shall be deemed to have consented to any such assignment of all or a portion of the
Revolving Loans and


 




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Commitments
unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received
notice thereof and provided further that no consent of the Borrower shall be required for an assignment to a Lender, an
Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing, any other assignee;


 


(B)       the
Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Commitment
to an assignee that is a Lender (other than a Defaulting Lender) with a Commitment immediately prior to giving effect to such
assignment;


 


(C)       the
Issuing Bank; and


 


(D)       the
Swingline Lender.


 


(ii)       Assignments
shall be subject to the following additional conditions:


 


(A)       except
in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining
amount of the assigning Lender's Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender
subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered
to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise
consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;


 


(B)       each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations
under this Agreement;


 


(C)       the
parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to the
extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform
as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing
and recordation fee of $3,500; and


 


(D)       the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the
assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public
information about the Borrower, the other Loan Parties and their Related Parties or their respective securities) will be made
available and who may receive such information in accordance with the assignee's compliance procedures and applicable laws, including
Federal and state securities laws.


 


For
the purposes of this Section 9.04(b), the terms "Approved Fund" and "Ineligible Institution"
have the following meanings:


 


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


 




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"Ineligible
Institution" means (a) a natural person, (b) a Defaulting Lender or its Lender Parent, (c) a holding company,
investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof; provided
that, with respect to clause (c), such holding company, investment vehicle or trust shall not constitute an Ineligible Institution
if it (x) has not been established for the primary purpose of acquiring any Loans or Commitments, (y) is managed by
a professional advisor, who is not such natural person or a relative thereof, having significant experience in the business of
making or purchasing commercial loans, and (z) has assets greater than $25,000,000 and a significant part of its activities
consist of making or purchasing commercial loans and similar extensions of credit in the ordinary course of its business or (d) a
Loan Party or a Subsidiary or other Affiliate of a Loan Party.


 


(iii)       Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified
in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under
this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations
under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15,
2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply
with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (c) of this Section.


 


(iv)       The
Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a
copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders,
and the Commitment of, and principal amount and stated interest of the Loans and LC Disbursements owing to, each Lender pursuant
to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, and
the Borrower, the Administrative Agent, the Issuing Bank and the Lenders shall treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by the Borrower, the Issuing Bank and any Lender, at any reasonable time
and from time to time upon reasonable prior notice. It is intended that the Register and any Participant Register be maintained
such that the Loans are in "registered form" for purposes of the Code.


 


(v)       Upon
its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee or (y) to the
extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform
as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred
to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section,
the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register;
provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made
by it pursuant to Section 2.05, 2.06(d) or (e), 2.07(b), 2.18(d) or 9.03(d), the Administrative Agent shall have no obligation
to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall
have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement
unless it has been recorded in the Register as provided in this paragraph.


 




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(c)       Any
Lender may, without the consent of, or notice to, the Borrower, the Administrative Agent, the Issuing Bank or the Swingline Lender,
sell participations to one or more banks or other entities (a "Participant") other than an Ineligible Institution
in all or a portion of such Lender's rights and obligations under this Agreement (including all or a portion of its Commitment
and/or the 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) the Borrower, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly
with such Lender in connection with such Lender's rights and/or obligations under this Agreement. Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement
or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification
or waiver described in the first proviso to Section 9.02(b) that affects such Participant. The Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations
therein, including the requirements under Section 2.17(f) and (g) (it being understood that the documentation required under
Section 2.17(f) shall be delivered to the participating Lender and the information and documentation required under Section 2.17(g)
will be delivered to the Borrower and the Administrative Agent)) to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to
be subject to the provisions of Sections 2.18 and 2.19 as if it were an assignee under paragraph (b) of this Section;
and (B) shall not be entitled to receive any greater payment under Section 2.15 or 2.17, with respect to any participation,
than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater
payment results from a Change in Law that occurs after the Participant acquired the applicable participation.


 


Each
Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the
Borrower to effectuate the provisions of Section 2.19(b) with respect to any Participant. To the extent permitted by law,
each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant
agrees to be subject to Section 2.18(b) as though it were a Lender. Each Lender that sells a participation shall, acting
solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address
of each Participant and the principal amounts (and stated interest) of each Participant's interest in the Loans or other obligations
under this Agreement or any other Loan Document (the "Participant Register"); provided that no Lender shall have
any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information
relating to a Participant's interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document)
to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit
or other obligation is in registered form under the Code including Section 5f.103-1(c) of the United States Treasury Regulations
or its successor. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat
each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement
notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative
Agent) shall have no responsibility for maintaining a Participant Register.


 


(d)       Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank,
and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee
or assignee for such Lender as a party hereto.


 




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Section
9.05Survival. All covenants,
agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments
delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied
upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans
and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding
that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation
or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal
of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or
any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15,
2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or
the termination of this Agreement or any other Loan Document or any provision hereof or thereof.


 


Section
9.06Counterparts; Integration; Effectiveness; Electronic Execution.


 


(a)       This
Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute
an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents
and any separate letter agreements with respect to (i) fees payable to the Administrative Agent and (ii) increases or reductions
of the Issuing Bank Sublimit of the Issuing Bank constitute the entire contract among the parties relating to the subject matter
hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.
Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative
Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures
of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.


 


(b)       Delivery
of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) any document, amendment,
approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 9.01),
certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions
contemplated hereby and/or thereby (each an "Ancillary Document") that is an Electronic Signature transmitted
by facsimile, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be
effective as delivery of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document,
as applicable. The words "execution," "signed," "signature," "delivery," and words of
like import in or relating to this Agreement, any other Loan Document and/or any Ancillary Document shall be deemed to include
Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by facsimile, emailed
pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the
same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based
recordkeeping system, as the case may be; provided that nothing herein shall require the Administrative Agent to accept
Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided,
further, that without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic
Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly
given by or on behalf of the Borrower or any other Loan Party without further verification thereof and without any obligation
to review the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative Agent or any
Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality
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hereby
(A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of
remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, the Borrower and the Loan Parties,
Electronic Signatures transmitted by facsimile, emailed pdf. or any other electronic means that reproduces an image of an actual
executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document
shall have the same legal effect, validity and enforceability as any paper original, (B) the Administrative Agent and each of
the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document
in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person's
business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes
and shall have the same legal effect, validity and enforceability as a paper record), (C) waives any argument, defense or right
to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document
based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document,
respectively, including with respect to any signature pages thereto and (D) waives any claim against any Lender-Related Person
for any Liabilities arising solely from the Administrative Agent's and/or any Lender's reliance on or use of Electronic Signatures
and/or transmissions by facsimile, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature
page, including any Liabilities arising as a result of the failure of the Borrower and/or any Loan Party to use any available
security measures in connection with the execution, delivery or transmission of any Electronic Signature.


 


Section
9.07Severability. Any
provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate
such provision in any other jurisdiction.


 


Section
9.08Right of Setoff.


 


(a)       If
an Event of Default shall have occurred and be continuing, each Lender, the Issuing Bank and each of their respective Affiliates
is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time held, and other obligations at any time owing,
by such Lender, the Issuing Bank or any such Affiliate, to or for the credit or the account of any Loan Party against any and
all of the Secured Obligations held by such Lender, the Issuing Bank or their respective Affiliates, irrespective of whether or
not such Lender, the Issuing Bank or their respective Affiliates shall have made any demand under the Loan Documents and although
such obligations may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender or the Issuing Bank
different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided that in
the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately
to the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment,
shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative
Agent, the Issuing Bank, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement
describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of
setoff. The applicable Lender, the Issuing Bank or such Affiliate shall notify the Borrower and the Administrative Agent of such
setoff or application, provided that any failure to give or any delay in giving such notice shall not affect the validity
of any such setoff or application under this Section. The rights of each Lender, the Issuing Bank and their respective Affiliates
under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing
Bank or their respective Affiliates may have. NOTWITHSTANDING THE FOREGOING, AT ANY TIME THAT ANY OF THE SECURED OBLIGATIONS SHALL
BE SECURED BY REAL PROPERTY LOCATED IN CALIFORNIA, NO


 




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LENDER
SHALL EXERCISE A RIGHT OF SETOFF, LENDER'S LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY PROCEEDING
TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY LOAN DOCUMENT UNLESS IT IS TAKEN WITH THE CONSENT OF THE LENDERS REQUIRED BY
SECTION 9.02 OF THIS AGREEMENT, IF SUCH SETOFF OR ACTION OR PROCEEDING WOULD OR MIGHT (PURSUANT TO SECTIONS 580a, 580b, 580d AND
726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF THE CALIFORNIA CIVIL CODE, IF APPLICABLE, OR OTHERWISE) AFFECT
OR IMPAIR THE VALIDITY, PRIORITY, OR ENFORCEABILITY OF THE LIENS GRANTED TO ADMINISTRATIVE AGENT PURSUANT TO THE COLLATERAL DOCUMENTS
OR THE ENFORCEABILITY OF THE SECURED OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY LENDER OF ANY SUCH RIGHT WITHOUT
OBTAINING SUCH CONSENT OF THE PARTIES AS REQUIRED ABOVE, SHALL BE NULL AND VOID. THIS PARAGRAPH SHALL BE SOLELY FOR THE BENEFIT
OF EACH OF THE LENDERS.


 


(b)       NOTWITHSTANDING
THE FOREGOING, AT ANY TIME THAT ANY OF THE SECURED OBLIGATIONS SHALL BE SECURED BY REAL PROPERTY LOCATED IN CALIFORNIA, NO LENDER
SHALL EXERCISE A RIGHT OF SETOFF, LENDER'S LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY PROCEEDING
TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY LOAN DOCUMENT UNLESS IT IS TAKEN WITH THE CONSENT OF THE LENDERS REQUIRED BY
SECTION 9.02 OF THIS AGREEMENT, IF SUCH SETOFF OR ACTION OR PROCEEDING WOULD OR MIGHT (PURSUANT TO SECTIONS 580a, 580b, 580d AND
726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF THE CALIFORNIA CIVIL CODE, IF APPLICABLE, OR OTHERWISE) AFFECT
OR IMPAIR THE VALIDITY, PRIORITY, OR ENFORCEABILITY OF THE LIENS GRANTED TO ADMINISTRATIVE AGENT PURSUANT TO THE COLLATERAL DOCUMENTS
OR THE ENFORCEABILITY OF THE SECURED OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY LENDER OF ANY SUCH RIGHT WITHOUT
OBTAINING SUCH CONSENT OF THE PARTIES AS REQUIRED ABOVE, SHALL BE NULL AND VOID. THIS PARAGRAPH SHALL BE SOLELY FOR THE BENEFIT
OF EACH OF THE LENDERS.


 


Section
9.09Governing Law; Jurisdiction; Consent to Service of Process.


 


(a)       The
Loan Documents (other than those containing a contrary express choice of law provision) shall be governed by and construed in
accordance with the internal laws of the State of New York, but giving effect to federal laws applicable to national banks.


 


(b)       Each
of the Lenders and the Administrative Agent hereby irrevocably and unconditionally agrees that, notwithstanding the governing
law provisions of any applicable Loan Document, any claims brought against the Administrative Agent by any Secured Party relating
to this Agreement, any other Loan Document, the Collateral or the consummation or administration of the transactions contemplated
hereby or thereby shall be construed in accordance with and governed by the law of the State of New York.


 


(c)       Each
of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction
of any U.S. federal or New York state court sitting in New York, New York, and any appellate court from any thereof, in any action
or proceeding arising out of or relating to any Loan Documents, the transactions relating hereto or thereto, or for recognition
or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may (and any such claims, cross-claims or third party claims brought against the Administrative
Agent or any of its Related Parties may only) be heard and determined in such New York State or, to the extent permitted by law,
in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this


 




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Agreement
or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise
have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties
in the courts of any jurisdiction.


 


(d)       Each
Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement or any other Loan Document in any court referred to in paragraph (c) of this Section. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action
or proceeding in any such court.


 


(e)       Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other
manner permitted by law.


 


Section
9.10WAIVER OF JURY TRIAL; JUDICIAL REFERENCE PROVISION.


 


(a)       EACH
PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT
NO REPRESENTATIVE OR OTHER AGENT (INCLUDING ANY ATTORNEY) OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND
THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION.


 


(b)       IN
THE EVENT ANY LEGAL PROCEEDING IS FILED IN A COURT OF THE STATE OF CALIFORNIA (THE "COURT") BY OR AGAINST ANY
PARTY HERETO IN CONNECTION WITH ANY CLAIM AND THE WAIVER SET FORTH IN CLAUSE (A) ABOVE IS NOT ENFORCEABLE IN SUCH PROCEEDING,
THE PARTIES HERETO AGREE AS FOLLOWS:


 


(i)       WITH
THE EXCEPTION OF THE MATTERS SPECIFIED IN SUBCLAUSE (ii) BELOW, ANY CLAIM SHALL BE DETERMINED BY A GENERAL REFERENCE PROCEEDING
IN ACCORDANCE WITH THE PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 THROUGH 645.1. THE PARTIES INTEND THIS GENERAL
REFERENCE AGREEMENT TO BE SPECIFICALLY ENFORCEABLE. VENUE FOR THE REFERENCE PROCEEDING SHALL BE IN THE COUNTY OF LOS ANGELES,
CALIFORNIA.


 


(ii)       THE
FOLLOWING MATTERS SHALL NOT BE SUBJECT TO A GENERAL REFERENCE PROCEEDING: (A) NON-JUDICIAL FORECLOSURE OF ANY SECURITY INTERESTS
IN REAL OR PERSONAL PROPERTY, (B) EXERCISE OF SELF-HELP REMEDIES (INCLUDING SET-OFF OR RECOUPMENT), (C) APPOINTMENT OF A RECEIVER,
AND (D) TEMPORARY, PROVISIONAL, OR ANCILLARY REMEDIES (INCLUDING WRITS OF ATTACHMENT, WRITS OF POSSESSION, TEMPORARY RESTRAINING
ORDERS, OR PRELIMINARY INJUNCTIONS). THIS AGREEMENT DOES NOT LIMIT THE RIGHT OF ANY PARTY TO EXERCISE OR OPPOSE ANY OF THE RIGHTS
AND REMEDIES DESCRIBED IN SECTION 9.09 AND THIS SECTION 9.10 AND ANY SUCH EXERCISE OR OPPOSITION DOES NOT WAIVE THE RIGHT OF ANY
PARTY


 




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TO
PARTICIPATE IN A REFERENCE PROCEEDING PURSUANT TO THIS AGREEMENT WITH RESPECT TO ANY OTHER MATTER.


 


(iii)       UPON
THE WRITTEN REQUEST OF ANY PARTY, THE PARTIES SHALL SELECT A SINGLE REFEREE, WHO SHALL BE A RETIRED JUDGE OR JUSTICE. IF THE PARTIES
DO NOT AGREE UPON A REFEREE WITHIN TEN DAYS OF SUCH WRITTEN REQUEST, THEN, ANY PARTY SHALL HAVE THE RIGHT TO REQUEST THE COURT
TO APPOINT A REFEREE PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 640(B). THE REFEREE SHALL BE APPOINTED TO SIT WITH
ALL OF THE POWERS PROVIDED BY LAW. PENDING APPOINTMENT OF THE REFEREE, THE COURT SHALL HAVE THE POWER TO ISSUE TEMPORARY OR PROVISIONAL
REMEDIES.


 


(iv)       EXCEPT
AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE REFEREE SHALL DETERMINE THE MANNER IN WHICH THE REFERENCE PROCEEDING IS CONDUCTED
INCLUDING THE TIME AND PLACE OF HEARINGS, THE ORDER OF PRESENTATION OF EVIDENCE, AND ALL OTHER QUESTIONS THAT ARISE WITH RESPECT
TO THE COURSE OF THE REFERENCE PROCEEDING. ALL PROCEEDINGS AND HEARINGS CONDUCTED BEFORE THE REFEREE, EXCEPT FOR TRIAL, SHALL
BE CONDUCTED WITHOUT A COURT REPORTER, EXCEPT WHEN ANY PARTY SO REQUESTS A COURT REPORTER AND A TRANSCRIPT IS ORDERED, A COURT
REPORTER SHALL BE USED AND THE REFEREE SHALL BE PROVIDED A COURTESY COPY OF THE TRANSCRIPT. THE PARTY MAKING SUCH REQUEST SHALL
HAVE THE OBLIGATION TO ARRANGE FOR AND PAY THE COSTS OF THE COURT REPORTER; PROVIDED, THAT SUCH COSTS, ALONG WITH THE REFEREE'S
FEES, SHALL ULTIMATELY BE BORNE BY THE PARTY WHO DOES NOT PREVAIL, AS DETERMINED BY THE REFEREE.


 


(v)       THE
REFEREE MAY REQUIRE ONE OR MORE PREHEARING CONFERENCES. THE PARTIES HERETO SHALL BE ENTITLED TO DISCOVERY, AND THE REFEREE SHALL
OVERSEE DISCOVERY IN ACCORDANCE WITH THE RULES OF DISCOVERY, AND SHALL ENFORCE ALL DISCOVERY ORDERS IN THE SAME MANNER AS ANY
TRIAL COURT JUDGE IN PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA.


 


(vi)       THE
REFEREE SHALL APPLY THE RULES OF EVIDENCE APPLICABLE TO PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA AND SHALL DETERMINE ALL
ISSUES IN ACCORDANCE WITH CALIFORNIA SUBSTANTIVE AND PROCEDURAL LAW. THE REFEREE SHALL BE EMPOWERED TO ENTER EQUITABLE AS WELL
AS LEGAL RELIEF AND RULE ON ANY MOTION WHICH WOULD BE AUTHORIZED IN A TRIAL, INCLUDING MOTIONS FOR DEFAULT JUDGMENT OR SUMMARY
JUDGMENT. THE REFEREE SHALL REPORT HIS OR HER DECISION, WHICH REPORT SHALL ALSO INCLUDE FINDINGS OF FACT AND CONCLUSIONS OF LAW.
THE REFEREE SHALL ISSUE A DECISION AND PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE, SECTION 644, THE REFEREE'S DECISION SHALL
BE ENTERED BY THE COURT AS A JUDGMENT IN THE SAME MANNER AS IF THE ACTION HAD BEEN TRIED BY THE COURT. THE FINAL JUDGMENT OR ORDER
FROM ANY APPEALABLE DECISION OR ORDER ENTERED BY THE REFEREE SHALL BE FULLY APPEALABLE AS IF IT HAS BEEN ENTERED BY THE COURT.


 


(vii)       THE
PARTIES RECOGNIZE AND AGREE THAT ALL CLAIMS RESOLVED IN A GENERAL REFERENCE PROCEEDING PURSUANT HERETO WILL BE DECIDED BY


 




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A
REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH
PARTY HERETO KNOWINGLY AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT AGREES THAT THIS REFERENCE PROVISION SHALL APPLY TO ANY DISPUTE
BETWEEN THEM THAT ARISES OUT OF OR IS RELATED TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.


 


Section
9.11Headings. Article
and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement
and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 


Section
9.12Confidentiality.
Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain, in accordance with its customary practices,
the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any Governmental Authority (including any self-regulatory
authority, such as the National Association of Insurance Commissioners), (c) to the extent required by any Requirement of
Law or by any subpoena or similar legal process (in which case each of Administrative Agent, the Issuing Bank and each Lender
agrees (except with respect to any audit or examination conducted by bank accountants or any self-regulatory authority or governmental
or regulatory authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable
law or regulation, to make reasonable efforts to inform you promptly thereof), (d) to any other party to this Agreement,
(e) in connection with the exercise of any remedies under this Agreement or any other Loan Document or any suit, action or
proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) to
(i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations
under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction
relating to the Loan Parties and their obligations, provided that the disclosure of any Information to any such assignee, prospective
assignee, Participant, prospective Participant, or actual or prospective counterparty shall be made subject to such Person's written
agreement to treat such information confidentially on substantially the terms set forth in this Section, (g) with the consent
of the Borrower, (h) to the extent such Information (i) becomes publicly available other than as a result of a breach
of this Section or (ii) becomes available to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential
basis from a source other than the Borrower and that is not, to the knowledge of the Administrative Agent, the Issuing Bank or
any Lender, subject to contractual or fiduciary confidentiality obligations owing to the Borrower with respect to such information,
or (i) on a confidential basis to (1) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit
facilities provided for herein or (2) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring
of identification numbers with respect to the credit facilities provided for herein. For the purposes of this Section, "Information"
means all information received from the Borrower relating to the Borrower or its business, other than any such information that
is available to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis prior to disclosure by the
Borrower and other than information pertaining to this Agreement provided by arrangers to data service providers, including league
table providers, that serve the lending industry. Any Person required to maintain the confidentiality of Information as provided
in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree
of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.


 


EACH
LENDER ACKNOWLEDGES THAT INFORMATION (AS DEFINED IN THIS SECTION 9.12) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE
MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER, THE OTHER LOAN


 




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PARTIES
AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE
USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES
AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.


 


ALL
INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO,
OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION
ABOUT THE BORROWER, THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS
TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY
RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE
LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.


 


Section
9.13Several Obligations; Nonreliance; Violation of Law.
The respective obligations of the Lenders hereunder are several and not joint and the failure of any Lender to make any Loan or
perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. Each Lender
hereby represents that it is not relying on or looking to any margin stock (as defined in Regulation U of the Board) for the repayment
of the Borrowings provided for herein. Anything contained in this Agreement to the contrary notwithstanding, neither the Issuing
Bank nor any Lender shall be obligated to extend credit to the Borrower in violation of any Requirement of Law.


 


Section
9.14USA PATRIOT Act.
Each Lender that is subject to the requirements of the USA PATRIOT Act hereby notifies each Loan Party that pursuant to the requirements
of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies such Loan Party, which information
includes the name and address of such Loan Party and other information that will allow such Lender to identify such Loan Party
in accordance with the USA PATRIOT Act.


 


Section
9.15Disclosure. Each
Loan Party, each Lender and the Issuing Bank hereby acknowledges and agrees that the Administrative Agent and/or its Affiliates
from time to time may hold investments in, make other loans to or have other relationships with any of the Loan Parties and their
respective Affiliates.


 


Section
9.16Appointment for Perfection.
Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit of the Administrative
Agent and the other Secured Parties, in assets which, in accordance with Article 9 of the UCC or any other applicable law can
be perfected only by possession or control. Should any Lender (other than the Administrative Agent) obtain possession or control
of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent's
request therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance
with the Administrative Agent's instructions.


 


Section
9.17Interest Rate Limitation.
Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees,
charges and other amounts which are treated as interest on such Loan under applicable law (collectively the "Charges"),
shall exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for, charged, taken, received
or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the


 




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Maximum
Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable
as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect
of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with
interest thereon at the NYFRB Rate to the date of repayment, shall have been received by such Lender.


 


Section
9.18Marketing Consent.
The Borrower hereby authorizes JPMCB and its affiliates (collectively, the "JPMCB Parties"), at their respective
sole expense, and without any prior approval by the Borrower, to include the Borrower's name and logo in advertising, marketing,
tombstones, case studies and training materials, and to give such other publicity to this Agreement as the JPMCB Parties may from
time to time determine in their sole discretion. The foregoing authorization shall remain in effect unless and until the Borrower
notifies JPMCB in writing that such authorization is revoked.


 


Section
9.19Acknowledgement and Consent to Bail-In of Affected Financial
Institutions. Notwithstanding anything to the contrary in any Loan Document or in any
other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any
Affected Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of the applicable
Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)       the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any party hereto that is an Affected Financial Institution; and


 


(b)       the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)       a
reduction in full or in part or cancellation of any such liability;


 


(ii)       a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other
instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other Loan Document; or


 


(iii)       the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable
Resolution Authority.


 


Section
9.20No Fiduciary Duty, etc.


 


(a)       The
Borrower acknowledges and agrees, and acknowledges its Subsidiaries' understanding, that no Credit Party will have any obligations
except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in
the capacity of an arm's length contractual counterparty to the Borrower with respect to the Loan Documents and the transactions
contemplated herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person.
The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by
such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges
and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other
matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible
for making its own independent investigation and appraisal of the transactions contemplated herein or in the other Loan Documents,
and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto.


 




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(b)       The
Borrower further acknowledges and agrees, and acknowledges its Subsidiaries' understanding, that each Credit Party, together with
its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as
providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment
banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity,
debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies
with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments
so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including
any voting rights, will be exercised by the holder of the rights, in its sole discretion.


 


(c)       In
addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries' understanding, that each Credit Party and its
affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other
companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise.
No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the
Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services
for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges
that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish
to the Borrower, confidential information obtained from other companies.


 


Section
9.21Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan
Documents provide support, through a guarantee or otherwise, for Swap Agreements or any other agreement or instrument that is
a QFC (such support "QFC Credit Support" and each such QFC a "Supported QFC"), the parties acknowledge
and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit
Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated
thereunder, the "U.S. Special Resolution Regimes") in respect of such Supported QFC and QFC Credit Support (with
the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed
by the laws of the State of New York and/or of the United States or any other state of the United States):


 


In
the event a Covered Entity that is party to a Supported QFC (each, a "Covered Party") becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any
interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported
QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective
under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and
rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party
or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights
under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against
such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S.
Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state
of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties
with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or
any QFC Credit Support.


 




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Section
9.22Release of Guarantors.


 


(a)       A
Subsidiary that is a Guarantor shall automatically be released from its obligations under the Loan Documents if such Subsidiary
ceases to be a Subsidiary as a result of a transaction permitted by this Agreement, including the designation of a Subsidiary
from a Restricted Subsidiary to an Unrestricted Subsidiary in accordance with the provisions of Section 5.14, and so long as no
Overadvance or payment Default would be caused by such transaction or release; provided, that if so required by this Agreement,
the Required Lenders or all Lenders (as applicable) shall have consented to such transaction and the terms of such consent shall
not have provided otherwise. In connection with any termination or release pursuant to this Section, the Administrative Agent
shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party's expense,
all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery
of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.


 


(b)       At
such time as the Secured Obligations have been Paid in Full, the Loan Guaranty and all obligations (other than those expressly
stated to survive such termination) of each Loan Guarantor thereunder shall automatically terminate, all without delivery of any
instrument or performance of any act by any Person.


 


ARTICLE
X


 




Loan Guaranty


 


Section
10.01Guaranty. Each
Loan Guarantor (other than those that have delivered a separate Guaranty) hereby agrees that (a) if such Loan Guarantor is
not a California Guarantor, it is jointly and severally liable for, and, as a primary obligor and not merely as surety, and it
absolutely, unconditionally and irrevocably guarantees to the Secured Parties, the prompt payment when due, whether at stated
maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations and all costs and expenses,
including, without limitation, all court costs and attorneys' and paralegals' fees (including allocated costs of in-house counsel
and paralegals) and expenses paid or incurred by the Administrative Agent, the Issuing Bank and the Lenders in endeavoring to
collect all or any part of the Secured Obligations from, or in prosecuting any action against, the Borrower, any Loan Guarantor
or any other guarantor of all or any part of the Secured Obligations (such costs and expenses, together with the Secured Obligations,
collectively, as it relates to any Loan Guarantor other than a California Guarantor, the "Guaranteed Obligations",
and (b) if such Loan Guarantor is a California Guarantor, it absolutely, unconditionally and irrevocably guarantees to the
Secured Parties, the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter,
of the Secured Obligations and all costs and expenses, including, without limitation, all court costs and attorneys' and paralegals'
fees (including allocated costs of in-house counsel and paralegals) and expenses paid or incurred by the Administrative Agent,
the Issuing Bank and the Lenders in endeavoring to collect all or any part of the Secured Obligations from, or in prosecuting
any action against, the Borrower, any Loan Guarantor or any other guarantor of all or any part of the Secured Obligations (such
costs and expenses, together with the Secured Obligations, collectively, as it relates to any California Guarantor, the "Guaranteed
Obligations"); provided, however, that the definition of "Guaranteed Obligations" in both the
foregoing clauses (a) and (b) shall not create any guarantee by any Loan Guarantor of (or grant of security interest by any Loan
Guarantor to support, as applicable) any Excluded Swap Obligations of such Loan Guarantor for purposes of determining any obligations
of any Loan Guarantor). Each Loan Guarantor further agrees that the applicable Guaranteed Obligations may be extended or renewed
in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding
any such extension or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any domestic or
foreign branch or Affiliate of any Lender that extended any portion of the Secured Obligations or Guaranteed Obligations. Notwithstanding
anything to the contrary contained in this Agreement or any of


 




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the other
Loan Documents, (i) the Guaranteed Obligations of each California Guarantor are separate from, and in addition to, the Guaranteed
Obligations of any other Loan Guarantor, and (ii) any California Property encumbered by a mortgage, deed of trust or other security
instrument in favor of the Administrative Agent (A) shall secure only the Guaranteed Obligations of the California Guarantor executing
such mortgage, deed of trust or other security instrument, (B) shall not secure (1) the Guaranteed Obligations of any other Loan
Guarantor even if some or all of the Guaranteed Obligations of such California Guarantor are duplicative of the Guaranteed Obligations
of another Loan Guarantor, or (2) any Obligations, Secured Obligations or Liabilities other than obligations of such California
Guarantor solely to the extent expressly set forth in such mortgage, deed of trust or security instrument.


 


Section
10.02Guaranty of Payment.
This Loan Guaranty is a guaranty of payment and not of collection. Each Loan Guarantor waives any right to require the Administrative
Agent, the Issuing Bank or any Lender to sue the Borrower, any Loan Guarantor, any other guarantor of, or any other Person obligated
for, all or any part of the Guaranteed Obligations (each, an "Obligated Party"), or otherwise to enforce its
payment against any collateral securing all or any part of the Guaranteed Obligations.


 


Section
10.03No Discharge or Diminishment of Loan Guaranty.


 


(a)       Except
as otherwise provided for herein, the obligations of each Loan Guarantor hereunder are unconditional and absolute and not subject
to any reduction, limitation, impairment or termination for any reason (other than the Payment in Full of the applicable Guaranteed
Obligations), including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration or compromise
of any of the Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the corporate existence, structure
or ownership of the Borrower or any other Obligated Party liable for any of the Guaranteed Obligations; (iii) any insolvency,
bankruptcy, reorganization or other similar proceeding affecting any Obligated Party or their assets or any resulting release
or discharge of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or other rights which any
Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, the Issuing Bank, any Lender or any
other Person, whether in connection herewith or in any unrelated transactions.


 


(b)       The
obligations of each Loan Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment or termination
whatsoever by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations or otherwise, or any
provision of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the Guaranteed Obligations
or any part thereof.


 


(c)       Further,
the obligations of any Loan Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure
of the Administrative Agent, the Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect
to all or any part of the Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any
agreement relating to the Guaranteed Obligations; (iii) any release, non-perfection or invalidity of any indirect or direct
security for the obligations of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other
Obligated Party liable for any of the Guaranteed Obligations; (iv) any action or failure to act by the Administrative Agent,
the Issuing Bank or any Lender with respect to any collateral securing any part of the Guaranteed Obligations; or (v) any
default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other
circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Loan Guarantor or that would
otherwise operate as a discharge of any Loan Guarantor as a matter of law or equity (other than the Payment in Full of the applicable
Guaranteed Obligations).


 


Section
10.04Defenses Waived.
To the fullest extent permitted by applicable law, each Loan Guarantor hereby waives any defense based on or arising out of any
defense of the Borrower or any


 




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Loan Guarantor
or the unenforceability of all or any part of the Guaranteed Obligations from any cause, or the cessation from any cause of the
liability of the Borrower, any Loan Guarantor or any other Obligated Party, other than the Payment in Full of the applicable Guaranteed
Obligations. Without limiting the generality of the foregoing, each Loan Guarantor irrevocably waives acceptance hereof, presentment,
demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that
at any time any action be taken by any Person against any Obligated Party or any other Person. Each Loan Guarantor (other than
a California Guarantor) confirms that it is not a surety under any state law and shall not raise any such law as a defense to
its obligations hereunder. The Administrative Agent may, at its election, foreclose on any Collateral held by it by one or more
judicial or nonjudicial sales, accept an assignment of any such Collateral in lieu of foreclosure or otherwise act or fail to
act with respect to any collateral securing all or a part of the Guaranteed Obligations, compromise or adjust any part of the
Guaranteed Obligations, make any other accommodation with any Obligated Party or exercise any other right or remedy available
to it against any Obligated Party, without affecting or impairing in any way the liability of such Loan Guarantor under this Loan
Guaranty except to the extent the applicable Guaranteed Obligations have been Paid in Full. To the fullest extent permitted by
applicable law, each Loan Guarantor waives any defense arising out of any such election even though that election may operate,
pursuant to applicable law, to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any
Loan Guarantor against any Obligated Party or any security.


 


Section
10.05Rights of Subrogation.
No Loan Guarantor will assert any right, claim or cause of action, including, without limitation, a claim of subrogation, contribution
or indemnification, that it has against any Obligated Party or any collateral, until Payment in Full of the Secured Obligations.


 


Section
10.06Reinstatement; Stay of Acceleration.
If at any time any payment of any portion of the Guaranteed Obligations (including a payment effected through exercise of a right
of setoff) is rescinded, or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower
or otherwise (including pursuant to any settlement entered into by a Secured Party in its discretion), each Loan Guarantor's obligations
under this Loan Guaranty with respect to that payment shall be reinstated at such time as though the payment had not been made
and whether or not the Administrative Agent, the Issuing Bank and the Lenders are in possession of this Loan Guaranty. If acceleration
of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of the
Borrower, all such amounts otherwise subject to acceleration under the terms of any agreement relating to the Guaranteed Obligations
shall nonetheless be payable by the Loan Guarantors forthwith on demand by the Administrative Agent.


 


Section
10.07Information. Each
Loan Guarantor assumes all responsibility for being and keeping itself informed of the Borrower's financial condition and assets,
and of all other circumstances bearing upon the risk of nonpayment of the applicable Guaranteed Obligations and the nature, scope
and extent of the risks that each Loan Guarantor assumes and incurs under this Loan Guaranty, and agrees that none of the Administrative
Agent, the Issuing Bank or any Lender shall have any duty to advise any Loan Guarantor of information known to it regarding those
circumstances or risks.


 


Section
10.08Termination. Each
of the Lenders and the Issuing Bank may continue to make loans or extend credit to the Borrower based on this Loan Guaranty until
five (5) days after it receives written notice of termination from any Loan Guarantor. Notwithstanding receipt of any such notice,
each Loan Guarantor will continue to be liable to the Lenders for any Guaranteed Obligations created, assumed or committed to
prior to the fifth day after receipt of the notice, and all subsequent renewals, extensions, modifications and amendments with
respect to, or substitutions for, all or any part of such Guaranteed Obligations. Nothing in this Section 10.08 shall be
deemed to constitute a waiver of, or eliminate, limit, reduce or otherwise impair any rights or remedies the Administrative Agent
or any Lender may have in respect of, any Default or Event of Default that shall exist under clause (o) of Article VII hereof
as a result of any such notice of termination.


 




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Section
10.09Taxes. Each payment
of the Guaranteed Obligations will be made by each Loan Guarantor without withholding for any Taxes, unless such withholding is
required by law. If any Loan Guarantor determines, in its sole discretion exercised in good faith, that it is so required to withhold
Taxes, then such Loan Guarantor may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental
Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan Guarantor
shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts
payable under this Section), the Administrative Agent, Lender or Issuing Bank (as the case may be) receives the amount it would
have received had no such withholding been made.


 


Section
10.10Maximum Liability.
Notwithstanding any other provision of this Loan Guaranty, the amount guaranteed by each Loan Guarantor hereunder shall be limited
to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of
the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act, Uniform
Voidable Transactions Act or similar statute or common law. In determining the limitations, if any, on the amount of any Loan
Guarantor's obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights
of subrogation, indemnification or contribution which such Loan Guarantor may have under this Loan Guaranty, any other agreement
or applicable law shall be taken into account.


 


Section
10.11Contribution.


 


(a)       To
the extent that any Loan Guarantor shall make a payment under this Loan Guaranty (a "Guarantor Payment") which,
taking into account all other Guarantor Payments then previously or concurrently made by any other Loan Guarantor, exceeds the
amount which otherwise would have been paid by or attributable to such Loan Guarantor if each Loan Guarantor had paid the aggregate
Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Loan Guarantor's "Allocable Amount"
(as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each
of the Loan Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following the Payment in
Full of all of the Guaranteed Obligations and the termination of this Agreement, such Loan Guarantor shall be entitled to receive
contribution and indemnification payments from, and be reimbursed by, each other Loan Guarantor for the amount of such excess,
pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.


 


(b)       As
of any date of determination, the "Allocable Amount" of any Loan Guarantor shall be equal to the excess of the fair
saleable value of the property of such Loan Guarantor over the total liabilities of such Loan Guarantor (including the maximum
amount reasonably expected to become due in respect of contingent liabilities, calculated, without duplication, assuming each
other Loan Guarantor that is also liable for such contingent liability pays its ratable share thereof), giving effect to all payments
made by other Loan Guarantors as of such date in a manner to maximize the amount of such contributions.


 


(c)       This
Section 10.11 is intended only to define the relative rights of the Loan Guarantors, and nothing set forth in this Section 10.11
is intended to or shall impair the obligations of the Loan Guarantors to pay any amounts as and when the same shall become due
and payable in accordance with the terms of this Loan Guaranty, which obligations shall be joint and several as to all Loan Guarantors
other than the California Guarantors.


 


(d)       The
parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Loan Guarantor
or Loan Guarantors to which such contribution and indemnification is owing.


 




    -146- 


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(e)       The
rights of the indemnifying Loan Guarantors against other Loan Guarantors under this Section 10.11 shall be exercisable upon
the Payment in Full of all of the Guaranteed Obligations and the termination of this Agreement.


 


Section
10.12Liability Cumulative.
The liability of each Loan Party as a Loan Guarantor under this Article X is in addition to and shall be cumulative with all liabilities
of each Loan Party to the Administrative Agent, the Issuing Bank and the Lenders under this Agreement and the other Loan Documents
to which such Loan Party is a party or in respect of any obligations or liabilities of the other Loan Parties, without any limitation
as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.


 


Section
10.13Keepwell. Each
Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds
or other support as may be needed from time to time by each other Loan Guarantor to honor all of its obligations under this Guarantee
in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under
this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations
under this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance
or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified
ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations.
Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 shall be deemed to constitute,
a "keepwell, support, or other agreement" for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II)
of the Commodity Exchange Act.


 


(Signature
Pages Follow)


 




    -147- 


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


 


	 	REV GROUP, INC.
	 	 
	 	 
	 	

    By: /s/ Mark A Skonieczny_____________________
	 	Name: Mark A. Skonieczny_____________________
	 	Title: Treasurer & Chief Financial Officer___________



 

	 	OTHER LOAN PARTIES:
	 	 
	 	

AVERY TRANSPORT, INC.

        CAPACITY OF TEXAS,
INC. 

        COLLINS BUS CORPORATION
        

        

        COLLINS I HOLDING
CORP.

        COLLINS INDUSTRIES,
INC.

        COMPRESSED AIR SYSTEMS,
INC.

        DETROIT TRUCK MANUFACTURING,
LLC

        ELDORADO NATIONAL
(CALIFORNIA), INC.

        E-ONE, INC.

        FERRARA FIRE APPARATUS,
INC.

        FERRARA FIRE APPARATUS
HOLDING COMPANY, INC.

        FFA ACQUISITION COMPANY,
INC.

        FFA HOLDCO, INC.

        GOLDSHIELD FIBERGLASS,
INC.

        HALCORE GROUP, INC.

        HORTON ENTERPRISES,
INC.

        KME HOLDINGS, LLC

        KME RE HOLDINGS, LLC

        KOVATCH MOBILE EQUIPMENT
CORP.

        LANCE CAMPER MFG.
CORP.

        MOBILE PRODUCTS, INC.

        REV AMBULANCE GROUP
ORLANDO, INC.

        REV FINANCIAL SERVICES
LLC

        REV PARTS, LLC

        REV RECREATION GROUP
FUNDING, INC.

        REV RECREATION GROUP,
INC.

        REV RENEGADE LLC.

        

	 	 
	 	By: /s/ Mark A Skonieczny_____________________
	 	Name: Mark A. Skonieczny_____________________
	 	Title: Treasurer & Chief Financial Officer___________



 




    -148- 


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	 	JPMORGAN CHASE BANK, N.A., 

    individually and as Administrative Agent, Joint Arranger, Joint Bookrunner, Issuing Bank, Swingline Lender and a Lender
	 	 
	 	 
	 	By: /s/ John Morrone_________________________
	 	Name: John Morrone_________________________
	 	Title: Authorized Officer_______________________




 



    -149- 


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	 	BMO HARRIS BANK N.A.,

    as Joint Arranger, Joint Bookrunner, Co-Collateral Agent, Issuing Bank and a Lender
	 	 
	 	 
	 	By: /s/ Jared Price____________________________
	 	Name: Jared Price____________________________
	 	Title: AVP__________________________________



 



    -150- 


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	 	U.S. BANK NATIONAL ASSOCIATION,

    as Joint Arranger, Joint Bookrunner, Syndication Agent and a Lender
	 	 
	 	 
	 	By : /s/ Thomas P. Chidester_____________________
	 	Name : Thomas P. Chidester______________________
	 	Title : Vice President____________________________



 



    -151- 


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	 	CIBC BANK USA,

    as Co-Documentation Agent and a Lender
	 	 
	 	 
	 	By: /s/ Peter B. Campbell_______________________
	 	Name: Peter B. Campbell_______________________
	 	Title: Managing Director_______________________



 



    -152- 


    Table of Contents
 


    

	 	SUMITOMO MITSUI BANKING CORPORATION,

    as a Lender
	 	 
	 	 
	 	By: /s/ Glenn Autorino_________________________
	 	Name: Glenn Autorino_________________________
	 	Title: Managing Director________________________



 



    -153- 


    Table of Contents
 


    

	 	CITIZENS BANK, N.A.,

    as a Lender
	 	 
	 	 
	 	By: /s/ Alex D'Alessandro______________________
	 	Name: Alex D'Alessandro______________________
	 	Title: SVP__________________________________



 



    -154- 


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	 	WEBSTER BUSINESS CREDIT CORPORATION,

    as a Lender
	 	 
	 	 
	 	By: /s/ Arthur Kim_____________________________
	 	Name: Arthur Kim_____________________________
	 	Title: Duly Authorized Signatory__________________



 



    -155- 


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	 	SIGNATURE BANK,

    as a Lender
	 	 
	 	 
	 	By: /s/ Thomas Morante_______________________
	 	Name : Thomas Morante_______________________
	 	Title: Vice President___________________________



 



    -156- 


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COMMITMENT
SCHEDULE


 


	Lender	Revolving
    Commitment	Total
    Revolving Commitment	Swingline
    Commitment
	JPMorgan
    Chase Bank, N.A.	$110,000,000	$110,000,000	$30,000,000
	BMO
    Harris Bank N.A.	$105,000,000	$105,000,000	-
	U.S.
    Bank National Association	$105,000,000	$105,000,000	-
	CIBC
    Bank USA	$75,000,000	$75,000,000	-
	Sumitomo
    Mitsui Banking Corporation	$50,000,000	$50,000,000	-
	Citizens
    Bank, N.A.	$40,000,000	$40,000,000	-
	Webster
    Business Credit Corporation	$40,000,000	$40,000,000	-
	Signature
    Bank	$25,000,000	$25,000,000	-
	Total	$550,000,000	$550,000,000	$30,000,000



 



    -157- 


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EXHIBIT
A

ASSIGNMENT AND ASSUMPTION


 


This
Assignment and Assumption (the "Assignment and Assumption") is dated as of the Effective Date set forth below
and is entered into by and between [Insert name of Assignor] (the "Assignor") and [Insert
name of Assignee] (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings
given to them in the Credit Agreement identified below (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and
Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full.


 


For
an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably
purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement,
as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor's rights and obligations
in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the
extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the
Assignor under the respective facilities identified below (including any letters of credit, guarantees and swingline loans included
in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action
and other rights of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or
in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice
claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant
to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein
collectively as the "Assigned Interest"). Such sale and assignment is without recourse to the Assignor and, except
as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.


 


	1.	Assignor:	______________________________
	 	 	 
	2.	Assignee:	______________________________
	 	 	[and is an Affiliate/Approved Fund of [identify
    Lender]]
	 	 	 
	3.	Borrower:	REV Group, Inc.
	 	 	 
	4.	Administrative Agent:	JPMorgan Chase Bank, N.A., as the administrative agent under
    the Credit Agreement
	 	 	 
	5.	Credit Agreement:	The Credit Agreement dated as of April 13, 2021  among
    REV Group, Inc., the other Loan Parties party thereto, the Lenders parties thereto, JPMorgan Chase Bank, N.A., as Administrative
    Agent, and the other agents parties thereto
	 	 	 
	6.	Assigned Interest:	 


 


	Facility Assigned	Aggregate
    Amount of Commitment/Loans for all Lenders	Amount
    of Commitment/Loans Assigned	Percentage
    Assigned of Commitment/Loans
	 	$	$	%
	 	$	$	%
	 	$	$	%



 



    Exhibit A – 1


    	 



    

Effective
Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION
OF TRANSFER IN THE REGISTER THEREFOR.]


 


The Assignee
agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or
more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower,
the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such
information in accordance with the Assignee's compliance procedures and applicable laws, including Federal and state securities
laws.


 


The terms
set forth in this Assignment and Assumption are hereby agreed to:


 


	 	ASSIGNOR
	 	 
	 	[NAME OF ASSIGNOR]
	 	 
	 	 
	 	By:_________________________________
	 	Name:_______________________________
	 	Title:________________________________
	 	 
	 	ASSIGNEE
	 	 
	 	

    [NAME OF ASSIGNEE]
	 	 
	 	 
	 	By:_________________________________
	 	Name:_______________________________
	 	Title:________________________________



 



    Exhibit A – 2


    	 



    

	[Consented to and] Accepted:	 
	 	 
	

JPMORGAN CHASE BANK, N.A., as [Administrative Agent, Issuing Bank and Swingline Lender]	 
	 	 
	 	 
	By:_________________________________	 
	Name:_______________________________	 
	Title:________________________________	 
	 	 
	[Consented to:]	 
	 	 
	

         [NAME
OF RELEVANT PARTY]

	 
	 	 
	 	 
	By:_________________________________	 
	Name:_______________________________	 
	Title:________________________________	 



 



    Exhibit A – 3


    	 



    


ANNEX 1

ASSIGNMENT AND ASSUMPTION


 


 


[__________________]


 


STANDARD
TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION


 


1.       Representations
and Warranties.


 


1.1.       Assignor.
The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the
Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated
hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in
or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower,
any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, (iv) any requirements under
applicable law for the Assignee to become a lender under the Credit Agreement or to charge interest at the rate set forth therein
from time to time, or (v) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person
of any of their respective obligations under any Loan Document.


 


1.2.       Assignee.
The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute
and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under
the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement and under applicable law that
are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective
Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest,
shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the
type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire
the Assigned Interest, is experienced in acquiring assets of this type, (v) it has received a copy of the Credit Agreement, together
with copies of the most recent financial statements delivered pursuant to Section ___ thereof, as applicable, and such other documents
and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption
and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance
on the Administrative Agent, any Joint Arranger, the Assignor or any other Lender or any of their respective Related Parties,
and (vi) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of
the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without
reliance on the Administrative Agent, any Joint Arranger, any Syndication Agent, any Co-Documentation Agent, or any Co-Collateral
Agent, the Assignor or any other Lender or any of their respective Related Parties, and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan
Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents
are required to be performed by it as a Lender.


 


2.       Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective
Date and to the Assignee for amounts which have accrued from and after the Effective Date.


 




    Exhibit A – 4


    	 



    


3.       General
Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together
shall constitute one instrument.


 


Acceptance
and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery
of an executed counterpart of a signature page of this Assignment and Assumption by any Approved Electronic Platform shall be
effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall
be governed by, and construed in accordance with, the law of the State of New York.


 




    Exhibit A – 5


    	 



    


EXHIBIT
C


 


BORROWING
BASE CERTIFICATE


 


[See
attached]


 




    Exhibit C – 1


    	 



    

EXHIBIT
D


 


COMPLIANCE
CERTIFICATE


 


		To:	The Lenders
                                         parties to the

                                         Credit Agreement Described Below



 


This
Compliance Certificate is furnished pursuant to that certain Credit Agreement dated as of April 13, 2021 (as amended, modified,
renewed or extended from time to time, the "Agreement") among REV Group, Inc., a Delaware corporation (the "Borrower"),
the other Loan Parties, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders. Unless
otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.


 


THE
UNDERSIGNED HEREBY CERTIFIES THAT:


 


1.       I
am the duly elected __________________ of the Borrower;


 


2.       I
have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of
the transactions and conditions of the Borrower and its Subsidiaries during the accounting period covered by the attached financial
statements [for quarterly financial statements add: and such financial statements present fairly in all material respects
the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in
accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes];


 


3.       The
examinations described in paragraph 2 did not disclose, except as set forth below, and I have no knowledge of (i) the existence
of any condition or event which constitutes a Default during or at the end of the accounting period covered by the attached financial
statements or as of the date of this Certificate or (ii) any change in GAAP or in the application thereof that has occurred
since the date of the audited financial statements referred to in Section 3.04 of the Agreement;


 


4.       I
hereby certify that no Loan Party has changed (i) its name, (ii) its chief executive office, (iii) principal place
of business, (iv) the type of entity it is or (v) its state of incorporation or organization without having given the
Administrative Agent the notice required by Section 4.15 of the Security Agreement;


 


5.       Schedule
I attached hereto sets forth financial data and computations evidencing the Borrower's compliance with certain covenants of
the Agreement, all of which data and computations are true, complete and correct; and


 


6.       Schedule
II hereto sets forth (i) the computations necessary to determine the Applicable Rate commencing on the Business Day this certificate
is delivered and (ii) the Category from the definition of Applicable Rate determined by the computations.


 




    Exhibit D – 1


    	 



    

Described
below are the exceptions, if any, to paragraph 3 by listing, in detail, the (i) nature of the condition or event, the period
during which it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such
condition or event or (i) the change in GAAP or the application thereof and the effect of such change on the attached financial
statements:


 





	 
	 
	 
	 




  


The
foregoing certifications, together with the computations set forth in Schedule I and Schedule II hereto and
the financial statements delivered with this Certificate in support hereof, are made and delivered this _____ day of _______________,
_____.


 


	 	__________________________________________
	 	 
	 	 
	 	By:_______________________________________
	 	Name:_____________________________________
	 	Title:______________________________________



 



    Exhibit D – 2


    	 



    

SCHEDULE
I


 


Compliance
as of _________, ____ with

Provisions of ________ and ____________ of the Agreement


 


[Schedule
I must include detailed calculation tables for all components of the financial covenant calculations.]


 




    Exhibit D – 3


    	 



    

SCHEDULE
II


 


Borrower's
Applicable Rate Calculation


 


(i)       Computation:
_____________


 


(ii)       Category
from Grid in Definition of Applicable Rate: ________________


 




    Exhibit D – 4


    	 



    

EXHIBIT
E


 


JOINDER AGREEMENT


 


THIS
JOINDER AGREEMENT (this "Agreement"), dated as of __________, ____, 20__, is entered into between ________________________________,
a _________________ (the "New Subsidiary") and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent
(the "Administrative Agent") under that certain Credit Agreement dated as of April 13, 2021 (as the same may
be amended, modified, extended or restated from time to time, the "Credit Agreement") among REV Group, Inc.,
a Delaware corporation (the "Borrower"), the other Loan Parties party thereto, the Lenders party thereto and
the Administrative Agent for the Lenders. All capitalized terms used herein and not otherwise defined herein shall have the meanings
set forth in the Credit Agreement.


 


The
New Subsidiary and the Administrative Agent, for the benefit of the Lenders, hereby agree as follows:


 


1.       The
New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed
to be a Loan Party under the Credit Agreement and a "Loan Guarantor" for all purposes of the Credit Agreement and shall
have all of the obligations of a Loan Party and a Loan Guarantor thereunder as if it had executed the Credit Agreement. The New
Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained
in the Credit Agreement, including without limitation (a) all of the representations and warranties of the Loan Parties set
forth in Article III of the Credit Agreement, *[and]* (b) all of the covenants set forth in Articles V and VI of the
Credit Agreement *[and (c) all of the guaranty obligations set forth in Article X of the Credit Agreement. Without limiting
the generality of the foregoing terms of this paragraph 1, the New Subsidiary, subject to the limitations set forth in Sections
10.10 and 10.13 of the Credit Agreement, hereby guarantees, jointly and severally with the other Loan Guarantors, to the Administrative
Agent and the Lenders, as provided in Article X of the Credit Agreement, the prompt payment and performance of the Guaranteed
Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in
accordance with the terms thereof and agrees that if any of the Guaranteed Obligations are not paid or performed in full when
due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the New Subsidiary will, jointly and
severally together with the other Loan Guarantors, promptly pay and perform the same, without any demand or notice whatsoever,
and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly
paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with
the terms of such extension or renewal.]* *[The New Subsidiary has delivered to the Administrative Agent an executed Loan
Guaranty.]*


 


2.       If
required, the New Subsidiary is, simultaneously with the execution of this Agreement, executing and delivering such Collateral
Documents (and such other documents and instruments) as requested by the Administrative Agent in accordance with the Credit Agreement.


 


3.       The
address of the New Subsidiary for purposes of Section 9.01 of the Credit Agreement is as follows:


 





	 
	 
	 
	 




 




    Exhibit E – 1


    	 



    

4.       The
New Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the New Subsidiary upon
the execution of this Agreement by the New Subsidiary.


 


5.       This
Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but
all of which shall constitute one and the same instrument.


 


6.       THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.


 


IN
WITNESS WHEREOF, the New Subsidiary has caused this Agreement to be duly executed by its authorized officer, and the Administrative
Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first
above written.


 


	 	[NEW SUBSIDIARY]
	 	 
	 	 
	 	

    By:_______________________________________
	 	Name:_____________________________________
	 	

    Title:______________________________________



 

	 	Acknowledged and accepted:
	 	 
	 	JPMORGAN CHASE BANK, N.A., 

    as Administrative Agent
	 	 
	 	

    By:_______________________________________
	 	Name:_____________________________________
	 	

    Title:______________________________________



 



    Exhibit E – 2


    	 



    

EXHIBIT
F-1


 


[FORM
OF]



U.S. TAX COMPLIANCE CERTIFICATE


 


(For Foreign
Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference
is hereby made to the Credit Agreement dated as of April 13, 2021 (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among REV Group, Inc., a Delaware corporation (the "Borrower"),
the other Loan Parties party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., in its capacity as Administrative
Agent for the Lenders.


 


Pursuant
to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole
record and beneficial owner of the Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which it
is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it
is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it
is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The
undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form
W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information
provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and
(2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed
and currently effective certificate prior to the first payment to be made to the undersigned, or in either of the two calendar
years preceding such payments.


 


Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement.


 


	 	[NAME OF LENDER]
	 	 
	 	By: ______________________________________
	 	Name:_____________________________________
	 	Title:______________________________________
	 	 
		

Date: _________________, 20[__]



 



    Exhibit F-1– 1
 


    	 



    

EXHIBIT
F-2


 


[FORM
OF]



U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference
is hereby made to the Credit Agreement dated as of April 13, 2021 (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among REV Group, Inc., a Delaware corporation (the "Borrower"),
the other Loan Parties party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., in its capacity as Administrative
Agent for the Lenders.


 


Pursuant
to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole
record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank
within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within
the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the
Borrower as described in Section 881(c)(3)(C) of the Code.


 


The
undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS
Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided
on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall
have at all times furnished such Lender with a properly completed and currently effective certificate prior to the first payment
to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement.


 


	 	[NAME OF PARTICIPANT]




	 	 
	 	 
	 	

    By:_______________________________________
	 	Name:_____________________________________
	 	Title:______________________________________
	 	 
	 	

    Date: _________________, 20[__]



 



    Exhibit F-3– 1
 


    	 



    

EXHIBIT
F-3


 


[FORM
OF]



U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference
is hereby made to the Credit Agreement dated as of April 13, 2021 (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among REV Group, Inc., a Delaware corporation (the "Borrower"),
the other Loan Parties party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., in its capacity as Administrative
Agent for the Lenders.


 


Pursuant
to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole
record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members
are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor
any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary
course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect
partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and
(v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described
in Section 881(c)(3)(C) of the Code.


 


The
undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of
its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
or (ii) an IRS Form W-8IMY accompanied by a withholding statement together with an IRS Form W-8BEN or IRS Form W-8BEN-E,
as applicable, from each of such partner's/member's beneficial owners that is claiming the portfolio interest exemption. By executing
this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned
shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly
completed and currently effective certificate prior to the first payment is to be made to the undersigned, or in either of the
two calendar years preceding such payments.


 


Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement.


 





	 	[NAME OF PARTICIPANT]
	 	 
	 	 
	 	By: _______________________________________
	 	Name: _____________________________________
	 	Title:______________________________________
	 	 
	 	Date: _______________, 20 [__]



  



    Exhibit F-3– 2
 


    	 



    

EXHIBIT
F-4


 


[FORM
OF]



U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference
is hereby made to the Credit Agreement dated as of April 13, 2021 (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among REV Group, Inc., a Delaware corporation (the "Borrower"),
the other Loan Parties party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., in its capacity as Administrative
Agent for the Lenders.


 


Pursuant
to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole
record owner of the Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this
certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any
promissory note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to the Credit Agreement
or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit
pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A)
of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the
meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled
foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The
undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms
from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E,
as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each
of such partner's/member's beneficial owners that is claiming the portfolio interest exemption. By executing this certificate,
the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so
inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower
and the Administrative Agent with a properly completed and currently effective certificate prior to the first payment to be made
to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement.


 





	 	[NAME OF LENDER]
	 	 
	 	 
	 	By: _______________________________________
	 	Name: _____________________________________
	 	Title: ______________________________________
	 	 
	 	Date: ________________  , 20 [__]



 






    Exhibit F-4– 1