Exhibit 10.1


 


EXECUTION VERSION


 


AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT
AGREEMENT AND


 


AMENDMENT NO. 2 TO AMENDED AND RESTATED SECURITY
AGREEMENT


 


AMENDMENT NO. 2 TO AMENDED AND
RESTATED CREDIT AGREEMENT AND AMENDMENT NO. 2 TO AMENDED AND RESTATED SECURITY AGREEMENT, dated as of August 4, 2022 (this “Amendment”),
is entered into by and among FDO ACQUISITION CORP., a Delaware corporation (“Borrower Holdco”), FLOOR AND DECOR OUTLETS
OF AMERICA, INC., a Delaware corporation (the “Lead Borrower”), FD SALES COMPANY LLC, a Delaware limited liability
company (“FD Sales” and, collectively with Borrower Holdco and the Lead Borrower, the “Companies”
and each, a “Company”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent and collateral agent (in such
capacities, the “Agent”) and each of the Lenders party hereto.


 


PRELIMINARY
STATEMENTS:


 


WHEREAS, the Companies, the
Agent, the Lenders (other than the New Lender (as defined below)) (the “Existing Lenders”) and the other parties thereto
entered into (i) that certain Amended and Restated Credit Agreement, dated as of September 30, 2016 (as amended by that certain
Amendment No. 1 to Amended and Restated Credit Agreement and Amendment No. 1 to Amended and Restated Security Agreement, dated
as of February 14, 2020 and, as further amended, restated, amended and restated, supplemented or otherwise modified prior to the
date hereof, the “Existing Credit Agreement” and, as further amended pursuant to this Amendment, the “Amended
Credit Agreement”) and (ii) that certain Amended and Restated Security Agreement, dated as of September 30, 2016 (as
amended by that certain Amendment No. 1 to Amended and Restated Credit Agreement and Amendment No. 1 to Amended and Restated
Security Agreement, dated as of February 14, 2020 and, as further restated, amended and restated, supplemented or otherwise modified
prior to the date hereof, the “Existing Security Agreement” and, as further amended pursuant to this Amendment, the
 “Amended Security Agreement”); capitalized terms not otherwise defined in this Amendment have the same meanings as
specified in the Existing Credit Agreement, Amended Credit Agreement, Existing Security Agreement or the Amended Security Agreement, as
the context may require and unless the context otherwise requires, each reference to “Lender” or “Lenders” herein
shall be deemed to include the New Lender;


 


WHEREAS,
the Borrowers have requested that the Agent and the Existing Lenders agree (i) to amend the Existing Credit Agreement to, among other
things, increase the Aggregate Revolving Commitments, (ii) that the new lender identified as such on the signature page hereto
(the “New Lender”) join the Amended Credit Agreement as a Lender and (iii) amend certain other provisions of the
Existing Credit Agreement and the Existing Security Agreement upon the terms and subject to the conditions set forth therein;


 


WHEREAS, each Lender has agreed,
upon the terms and subject to the conditions set forth herein, to the increase in the Aggregate Revolving Commitments and the Companies,
the Lenders party hereto and the Agent have agreed to amend the Existing Credit Agreement and the Existing Security Agreement as hereinafter
set forth.


 


NOW, THEREFORE, in consideration
of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties
hereto hereby agree as follows:





 


SECTION 1.           Amendments
to Existing Credit Agreement.


 


(a)            The
Existing Credit Agreement is, effective as of the Second Amendment Effective Date and subject to the satisfaction of the conditions precedent
set forth in Section 5, hereby amended and restated to (i) delete the stricken text (indicated textually in the same manner
as the following example: stricken text), (ii) add the double-underlined
text (indicated textually in the same manner as the following example: double-underlined
text) and (iii) move from its location the stricken text in green (indicated textually in the same manner as the following
example: moved from text) into its new location the double-underlined text in green
(indicated textually in the same manner as the following example: moved to text), as set forth in
the pages of the Amended Credit Agreement attached as Annex A hereto.






 






     


     


    




 


(b)            Schedule
2.01 (Commitments and Applicable Percentages) to the Existing Credit Agreement is, effective as of the Second Amendment Effective
Date and subject to the satisfaction of the conditions precedent set forth in Section 5, hereby amended by deleting such schedule
in its entirety and inserting in lieu thereof the schedule set forth in Annex B attached hereto.


 


(c)            Exhibit A
(Committed Loan Notice) to the Existing Credit Agreement is, effective as of the Second Amendment Effective Date and subject to the satisfaction
of the conditions precedent set forth in Section 5, hereby amended by deleting such exhibit in its entirety and inserting in lieu
thereof the exhibit attached as Annex C hereto.


 


SECTION 2.           Amendment
to Existing Security Agreement. Section 1.01 of the Existing Security Agreement is, effective as of the First Amendment Effective
Date and subject to the satisfaction of the conditions precedent set forth in Section 5, amended by amending clause (c) of the
definition of “Excluded Property” in its entirety to read:


 


“(c) any fee interest in owned
real property (including Fixtures related thereto) (x) if the purchase price or the fair market value of such fee interest at the
time of acquisition is less than $20,250,000 individually or (y) that is subject to Indebtedness permitted pursuant to Section 7.01(z) of
the Credit Agreement.”


 


SECTION 3.           New
Lender.


 


(a)            Joinder.
New Lender hereby:


 


(i)            acknowledges
and agrees that it has received and reviewed a copy of the Existing Credit Agreement, this Amendment, the Revolving Note (if any) to be
issued to it, the Security Documents, and each of the other Loan Documents and has received or has been accorded the opportunity to receive
copies of the most recent financial statements delivered pursuant to Section 6.04 of the Credit Agreement, and such other documents
and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender;


 


(ii)            joins
in the execution of, and becomes a party to the Amended Credit Agreement, the Security Documents and each of the other Loan Documents
to which the Lenders are a party as a Lender thereunder;


 


(iii)           assumes
and agrees to perform all applicable duties and obligations of a Lender or other Credit Party, as applicable, under the Amended Credit
Agreement, the Security Documents and each of the other Loan Documents to which the Lenders are a party; and


 


(iv)          agrees
that it, has in connection with entering this Amendment, and in the future, will, independently and without reliance upon the Agent or
any other Lender, and based on such documents and information as it shall deem appropriate at the time, make and continue to make its
own credit decisions in taking or not taking action under the Loan Documents.


 






    2


    


    

 


(b)            Representations
and Warranties.


 


(i)            New
Lender hereby represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and
deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement,
(ii) it has, independently and without reliance upon the Agent or any other Lender and based on such documents and information as
it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to become a Lender under the Amended
Credit Agreement, (iii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to
the terms of the Amended Credit Agreement, duly completed and executed by such New Lender; (iv) from and after the date hereof, is
shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder; and (v) it is sophisticated with respect
to decisions to becoming a Lender hereunder.


 


(ii)            New
Lender represents and warrants that it has provided its notice address on the signature pages attached hereto and agrees that, subject
to any updates to such information as may be provided to Agent and Lead Borrower from time to time, (i) the Loan Parties may rely
on this representation and warranty as to the correctness of such address, and (ii) notwithstanding anything to the contrary contained
in the Loan Documents, to the extent the Amended Credit Agreement or other Loan Documents require the Loan Parties to deliver any notices
to, or correspond or communicate with, the such Lender, such address may be used for any such notices, correspondence or communications.


 


SECTION 4.           Reference
to and Effect on the Loan Documents.


 


(a)            This
Amendment shall constitute a Loan Document for purposes of the Amended Credit Agreement and the other Loan Documents, and on and after
the Second Amendment Effective Date, (i) each reference in the Amended Credit Agreement to “this Agreement”, “hereunder”,
 “hereof”, “herein” or words of like import referring to the Existing Credit Agreement, and each reference in the
other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring
to the Existing Credit Agreement, shall mean and be a reference to the Amended Credit Agreement and (ii) each reference in the Amended
Security Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like
import referring to the Existing Security Agreement, and each reference in the other Loan Documents to “the Security Agreement”,
 “thereunder”, “thereof” or words of like import referring to the Existing Security Agreement, shall mean and be
a reference to the Amended Security Agreement.


 


(b)            The
Existing Credit Agreement and the Existing Security Agreement, as specifically amended by this Amendment, and the other Loan Documents
are, and shall continue to be, in full force and effect, and are hereby in all respects ratified and confirmed (including, without limitation,
the power of attorney granted in Section 9.2 of the Amended Security Agreement). The parties hereto hereby acknowledge and confirm
that the Revolving Commitments and any Committed Revolving Loans and all obligations related thereto are, and continue to be, subject
to the Intercreditor Agreement.


 


(c)            Except
as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right,
power or remedy of any Lender or the Agent under the Existing Credit Agreement, Amended Credit Agreement, Existing Security Agreement,
Amended Security Agreement or any other Loan Document, nor shall it constitute a waiver of any provision of the Existing Credit Agreement,
Amended Credit Agreement, Existing Security Agreement, Amended Security Agreement or any Loan Document.


 






    3


    


    

 


(d)            Each
of the Guarantors hereby consents to the amendments to the Existing Credit Agreement and the Existing Security Agreement effected hereby,
and hereby confirms, acknowledges and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of such Guarantor
contained in any of the Loan Documents to which it is a party are, and shall remain, in full force and effect and are hereby ratified
and confirmed in all respects. Nothing in this Amendment is intended, or shall be construed, to constitute a novation or an accord and
satisfaction of any of the Obligations or to modify, affect or impair the perfection, priority or continuation of the security interests
in, security titles to or other Liens on any Collateral for the Obligations. Each of the Companies hereby confirms, acknowledges and agrees
that (i) the pledge and security interest in the Collateral granted by it pursuant to the Security Documents (including the Existing
Security Agreement as amended by this Amendment) to which it is a party shall continue in full force and effect and (ii) such pledge
and security interest in the Collateral granted by it pursuant to such Security Documents shall continue to secure the Obligations purported
to be secured thereby, as amended or otherwise affected hereby.


 


SECTION 5.           Conditions
to Effectiveness. This Amendment shall become effective as of the date (the “Second Amendment Effective Date”)
on which the following conditions shall have been satisfied (or waived):


 


(a)            Execution.
The Agent shall have received counterparts of this Amendment and the Second Amendment Fee Letter, each in form and substance reasonably
acceptable to the Agent, executed by the Companies and, with respect to this Amendment, the Lenders.


 


(b)            Notes.
The Agent shall have received a Revolving Note executed by the Borrowers in favor of each Lender requesting a Revolving Note (if any);
provided that any such Revolving Notes may be delivered to the Agent as a facsimile or other electronic image scan transmission
(e.g., “pdf” or “tif” via email) for purposes of satisfying this condition, to be followed promptly following
the Second Amendment Effective Date with delivery of the originals to Agent.


 


(c)            Fees
and Expenses. The Lead Borrower shall have paid all reasonable, documented and invoiced out-of-pocket expenses of the Agent (including
the reasonable fees, disbursements and other charges of Choate Hall & Stewart LLP, counsel to the Agent) incurred in connection
with the preparation and negotiation of this Amendment and the related documents.


 


(d)            Interest
and Fees on Existing Credit Extensions. The Lead Borrower shall have paid any accrued and unpaid interest and fees on the existing
Credit Extensions through the Second Amendment Effective Date, together with all fees required to be paid on the Second Amendment Effective
Date (including pursuant to the Second Amendment Fee Letter).


 


(e)            Committed
Loan Notice and Disbursement Letter. The Agent shall have received any required Committed Loan Notice of any Revolving Loans to be
borrowed on the Second Amendment Effective Date pursuant to Section 2.02 of the Existing Credit Agreement and a disbursement
authorization letter with respect to such proceeds of the Revolving Loans to be borrowed on the Second Amendment Effective Date.


 


(f)            Officer’s
Certificate. The Agent shall have received a certificate, dated the Second Amendment Effective Date and signed by a Responsible Officer
of the Lead Borrower, certifying on behalf of each Loan Party that (i) the representations and warranties made by the Loan Parties
in Section 6 hereof are true and correct on the Second Amendment Effective Date and (ii) as of the Second Amendment Effective
Date and immediately after giving effect to the transactions contemplated by this Amendment, no Default or Event of Default shall have
occurred and be continuing.


 






    4


    


    

 


(g)            Legal
Opinion. The Agent shall have received a customary written opinion, dated as of the Second Amendment Effective Date, of Kirkland &
Ellis LLP, in its capacity as special counsel for the Loan Parties, in form and substance reasonably acceptable to the Agent.


 


(h)            Secretary’s
Certificate and Good Standing Certificates. The Agent shall have received (i) a certificate from the Lead Borrower and each other
Loan Party, dated as of the Second Amendment Effective Date, in form and substance reasonably acceptable to the Agent, executed by a Responsible
Officer and the secretary or any assistant secretary or other authorized representative of such Loan Party, with appropriate insertions
and attachments of resolutions or other actions, evidence of incumbency and the signature of authorized signatories and Organization Documents,
which shall include a true and complete copy of resolutions or written consents of the shareholders or board of directors or other governing
body of each Loan Party, as the case may be, authorizing the execution, delivery and performance of this Amendment and (ii) good
standing certificates for each Loan Party certified by the secretary of state or other proper Governmental Authority of the jurisdiction
of organization of such Loan Party.


 


(i)            Searches.
The Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as a date
reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances.


 


(j)            Borrowing
Base Certificate. The Agent shall have received a Borrowing Base Certificate dated the Second Amendment Effective Date and giving
effect to the transactions contemplated to occur on the Second Amendment Effective Date, in form and substance reasonably acceptable to
the Agent, and executed by a Responsible Officer of the Lead Borrower.


 


(k)            KYC.
The Agent and the Lenders shall have received all documentation and other information required by regulatory authorities under applicable
 “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act
and the Beneficial Ownership Regulation.


 


SECTION 6.           Representations
and Warranties. Each of the Companies hereby represents and warrants to the Agent that:


 


(a)            on
and as of the Second Amendment Effective Date (i) it has all requisite corporate or limited liability company power and authority
and all requisite governmental licenses, authorizations, consents and approvals to enter into and perform its obligations under this Amendment,
the Amended Credit Agreement and the Amended Security Agreement, and (ii) this Amendment has been duly authorized, executed and delivered
by it;


 


(b)            this
Amendment, the Amended Credit Agreement and the Amended Security Agreement constitute legal, valid and binding obligations of such entity,
enforceable against it in accordance with their respective terms, in each case except as enforceability may be limited by applicable domestic
or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally
and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); and


 






    5


    


    

 


(c)            each
of the representations and warranties made by any Loan Party set forth in Article V of the Amended Credit Agreement or in any other
Loan Document are true and correct in all material respects on and as of the Second Amendment Effective Date, except (i) to the extent
such representations and warranties specifically refer to an earlier date, in which case they were true and correct as of such earlier
date, and (ii) in the case of any representation and warranty qualified by materiality, it is true and correct in all respects.


 


SECTION 7.           Execution
in Counterparts. This Amendment may be executed by one or more of the parties to this Amendment in any number of separate counterparts
(including by telecopy and other electronic transmission), and all of such counterparts taken together shall be deemed to constitute one
and the same instrument. A copy of this Amendment signed by all the parties shall be delivered to the Lead Borrower and the Agent. The
words “execution,” “signed,” “signature,” and words of like import in this Amendment, any Assignment
and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic
signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as
a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for
in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.


 


SECTION 8.           GOVERNING
LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT
TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, BUT INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.


 


SECTION 9.           WAIVER
OF RIGHT OF TRIAL BY JURY. EACH PARTY HERETO HEREBY IRREVOCABLY 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 AMENDMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK]


 






    6


    


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed as of the date first written above.


 


	 	FLOOR AND DECOR OUTLETS OF AMERICA, INC.
	 	 	 	 
	 	By: 	/s/ Trevor Lang
	 	 	Name:	 Trevor Lang
	 	 	Title: 	Chief Financial Officer
	 	 	 	 
	 	FDO ACQUISITION CORP.
	 	 	 	 
	 	By:	 /s/ Trevor Lang
	 	 	Name: 	Trevor Lang
	 	 	Title: 	Chief Financial Officer
	 	 	 	 
	 	FD SALES COMPANY LLC
	 	 	 	 
	 	By:	 /s/ Trevor Lang
	 	 	Name:	 Trevor Lang
	 	 	Title: 	Chief Financial Officer



 


[Signature Page to Amendment No. 2 to
Amended and Restated Credit Agreement and 


Amendment No. 2 to Amended and Restated Security
Agreement]







     


     


    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent and Lender
	 	 	 	 
	 	By: 	/s/ Brendan Hogan
	 	 	Name: 	Brendan Hogan
	 	 	Title:	 Authorized Signatory
	 	 	 	 



[Signature Page to Amendment No. 2 to
Amended and Restated Credit Agreement and 


Amendment No. 2 to Amended and Restated Security
Agreement]







     


     


    

 


	 	BANK OF AMERICA, N.A., as Lender
	 	 	 	 
	 	By: 	/s/ Jennifer Cann
	 	 	Name: 	Jennifer Cann
	 	 	Title:	 Senior Vice President
	 	 	 	 



[Signature Page to Amendment No. 2 to
Amended and Restated Credit Agreement and 


Amendment No. 2 to Amended and Restated Security
Agreement]







     


     


    

 


	 	Regions Bank, as Lender
	 	 	 	 
	 	By:	 /s/ John Tapp
	 	 	Name:	 John Tapp
	 	 	Title: 	Assistant Vice President



 


[Signature Page to Amendment No. 2 to
Amended and Restated Credit Agreement and 


Amendment No. 2 to Amended and Restated Security
Agreement]







     


     


    




	 	 	 	 
	 	BMO Harris Bank, N.A., as Lender
	 	 	 	 
	 	By: 	/s/ Joseph Basa
	 	 	Name:	 Joseph Basa
	 	 	Title:	 Assistant Vice President
	 	 	 	 



[Signature Page to Amendment No. 2 to
Amended and Restated Credit Agreement and 


Amendment No. 2 to Amended and Restated Security
Agreement]







     


     


    

 


	 	U.S. Bank National Association, as New Lender and Lender
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Matthew Kasper
	 	 	Name: 	Matthew Kasper
	 	 	Title: 	Senior Vice President



 


	 	Address:	209 S LaSalle Street,
	 	 	MK-IL-RY3B
	 	 	Chicago, IL 60604
	 	 	 
	 	Attention:	Matthew Kasper
	 	Phone:	312-325-8917
	 	E-mail:	 matthew.kasper@usbank.com




 


[Signature Page to Amendment No. 2 to
Amended and Restated Credit Agreement and 


Amendment No. 2 to Amended and Restated Security
Agreement]



 






     


     


    

 


ANNEX A


 


AMENDED CREDIT AGREEMENT


 






     


     


    

 



 


EXECUTION VERSION


 


As Amended


 


as
amended pursuant to


Amendment No. 1
to Amended
and Restated Credit Agreement and Amendment No. 1 to Amended
and Restated

Security Agreement dated February 14, 2020 and


Amendment
No. 2 to Amended and Restated Credit Agreement and Amendment No. 2 to Amended and Restated

Security Agreement dated August 4,
2022


 





 



 


AMENDED
AND RESTATED CREDIT AGREEMENT


 


Dated
as of September 30, 2016


 


among


 


FLOOR
AND DECOR OUTLETS OF AMERICA, INC.,


 


as
the Lead Borrower,


 


the
other Borrowers Named Herein,


 


the
Guarantors Named Herein,


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,


 


as
Administrative Agent, Collateral Agent and Swing Line Lender,


 


the
Lenders Party Hereto,


 


BANK
OF AMERICA, N.A. and


U.S.
BANK OF AMERICA, N.A.NATIONAL
ASSOCIATION,


 


as
Syndication AgentAgents


 


and


 


WELLS FARGO BANK, NATIONAL
ASSOCIATION, and


BANK
OF AMERICA, N.A.


 


BANK
OF AMERICA, N.A. and

U.S. BANK NATIONAL ASSOCIATION,


 


As
Joint Lead Arrangers and Joint Bookrunners


 





 



 






    


     


    

 


Table of Contents


 


 


	 	 	Page
	 	 	 
	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS	1
	1.01	Defined Terms	1
	1.02	Other Interpretive Provisions	6266
	1.03	Accounting Terms Generally	6367
	1.04	Rounding	6367
	1.05	Times of Day	6367
	1.06	Letter of Credit Amounts	6367
	1.07	Currency Equivalents Generally	6468
	1.08	Divisions	6468
	1.09	LIBOR Replacement Rates	6469
	 	 	 
	ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS	6569
	2.01	Loans; Reserves	6569
	2.02	Borrowings, Conversions and Continuations of Committed Revolving Loans	6670
	2.03	Letters of Credit	6772
	2.04	Swing Line Loans	7479
	2.05	Prepayments	7782
	2.06	Termination or Reduction of Commitments	7883
	2.07	Repayment of Loans	7983
	2.08	Interest	7983
	2.09	Fees	8084
	2.10	Computation of Interest and Fees	8084
	2.11	Evidence of Debt	8185
	2.12	Payments Generally; Agent’s Clawback	8186
	2.13	Sharing of Payments by Lenders	8387
	2.14	Settlement Amongst Lenders	8388
	2.15	Uncommitted Increase	8488
	2.16	Extensions of Revolving Commitments	8690
	 	 	 
	ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY; APPOINTMENT OF LEAD BORROWER	8791
	3.01	Taxes	8791
	3.02	Illegality	9094
	3.03	Inability to Determine Rates	9094
	3.04	Increased Costs; Reserves on LIBO Rate Loans	9196
	3.05	Compensation for Losses	9297
	3.06	Mitigation Obligations; Replacement of Lenders	9398
	3.07	Survival	9398
	3.08	Designation of Lead Borrower as Borrowers’ Agent	9399
	 	 	 
	ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	9499
	4.01	Conditions of Initial Credit Extension	9499
	4.02	Conditions to all Credit Extensions	97102



 






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	ARTICLE V REPRESENTATIONS AND WARRANTIES	97103
	5.01	Organization; Powers	97103
	5.02	Authorization	98103
	5.03	Enforceability	98104
	5.04	Governmental Approvals	98104
	5.05	Reserved	99104
	5.06	Financial Statements	99104
	5.07	Title to Properties; Possession Under Leases	99105
	5.08	Subsidiaries; Equity Interests	100105
	5.09	Litigation; Compliance with Laws	100105
	5.10	Federal Reserve Regulations	101106
	5.11	Investment Company Act	101106
	5.12	Use of Proceeds	101106
	5.13	Tax Returns	101106
	5.14	No Material Misstatements	102107
	5.15	Employee Benefit Plans	102107
	5.16	Environmental Matters	103108
	5.17	Security Documents	103108
	5.18	Location of Real Estate and Leased Premises	104109
	5.19	Solvency	104109
	5.20	No Material Adverse Effect	104109
	5.21	Insurance	104109
	5.22	USA PATRIOT Act; OFAC Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws	105110
	5.23	Intellectual Property; Licenses, Etc.	105111
	5.24	No Default	106111
	5.25	Labor Matters	106111
	5.26	Deposit Accounts; Credit Card Arrangements	106112
	 	 	 
	ARTICLE VI AFFIRMATIVE COVENANTS	107112
	6.01	Existence; Businesses and Properties	107112
	6.02	Insurance	107112
	6.03	Taxes	108114
	6.04	Financial Statements, Reports, etc. Furnish to the Agent:	109 114
	6.05	Litigation and Other Notices	112118
	6.06	Compliance with Laws	113119
	6.07	Maintaining Records; Access to Properties and Inspections; Appraisals	114119
	6.08	Use of Proceeds	115121
	6.09	Compliance with Environmental Laws	115121
	6.10	Further Assurances; Additional Security	116121
	6.11	Cash Management	117123
	6.12	Fiscal Year; Accounting	119125
	6.13	Lender Calls	119126
	6.14	Deposit Accounts; Credit Card Processors	120126
	6.15	Post-Closing Matters	120126
	 	 	 
	ARTICLE VII NEGATIVE COVENANTS	120126
	7.01	Indebtedness	120126
	7.02	Liens	125131
	7.03	[Reserved]	129135
	7.04	Investments, Loans and Advances	129135



 






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	7.05	Mergers, Consolidations, Sales of Assets and Acquisitions	132138
	7.06	Restricted Payments	134140
	7.07	Transactions with Affiliates	136142
	7.08	Business of Borrower Holdco and its Subsidiaries	137144
	7.09	Limitation on Payments and Modifications of Indebtedness; Modifications of Certificate of Incorporation, By Laws and Certain Other Agreements; etc	137144
	7.10	Financial Performance Covenant	140146
	 	 	 
	ARTICLE VIIA BORROWER HOLDCO COVENANT	140
	 	 
	ARTICLE VIII EVENTS OF DEFAULT	140147
	8.01	Events of Default	140147
	8.02	Right to Cure	144150
	8.03	Remedies Upon Events of Default	144151
	8.04	Application of Funds	145151
	ARTICLE IX THE AGENT	147153
	9.01	Appointment and Authority	147153
	9.02	Rights as a Lender	147153
	9.03	Exculpatory Provisions	147153
	9.04	Reliance by Agent	148154
	9.05	Delegation of Duties	148154
	9.06	Resignation of Agent	148155
	9.07	Non-Reliance on Agent, and Other Lenders	149156
	9.08	No Other Duties, Etc	150156
	9.09	Agent May File Proofs of Claim	150156
	9.10	Collateral and Guaranty Matters	150156
	9.11	Notice of Transfer	151157
	9.12	Reports and Financial Statements	151157
	9.13	Agency for Perfection	152158
	9.14	Indemnification of Agent	152158
	9.15	Relation among Lenders	152158
	9.16	Defaulting Lenders	152158
	9.17	Syndication AgentAgents; and Co-Lead Arrangers	153160
	 	 	 
	ARTICLE X MISCELLANEOUS	154160
	10.01	Amendments, Etc	154160
	10.02	Notices; Effectiveness; Electronic Communications	155162
	10.03	No Waiver; Cumulative Remedies	158164
	10.04	Expenses; Indemnity; Damage Waiver	158164
	10.05	Payments Set Aside	160166
	10.06	Successors and Assigns	160166
	10.07	Treatment of Certain Information; Confidentiality	164170
	10.08	Right of Setoff	164171
	10.09	Interest Rate Limitation	165171
	10.10	Counterparts; Integration; Effectiveness	165171
	10.11	Survival	165172
	10.12	Severability	166172
	10.13	Replacement of Lenders	166172
	10.14	Governing Law; Jurisdiction; Etc.	166173



 






    iii


     


    

 


	10.15	Waiver of Jury Trial	167174
	10.16	No Advisory or Fiduciary Responsibility	168174
	10.17	USA PATRIOT Act Notice	168175
	10.18	Foreign Asset Control Regulations	169175
	10.19	Time of the Essence	169175
	10.20	Press Releases	169175
	10.21	Additional Waivers	169176
	10.22	No Strict Construction	171177
	10.23	Attachments	171177
	10.24	Keepwell	171178
	10.25	Acknowledgement and Consent to Bail-In of EEA FinancingAffected Financial Institutions	171178
	10.26	Acknowledgement Regarding Any Supported QFCs	172179
	10.27	Amendment and Restatement	173179
	10.28	Erroneous Payments	180


 






    iv


     


    

 


SCHEDULES


 


	1.01	Borrowers
	1.02	Guarantors
	1.03	Prohibited Countries
	1.04	Existing Letters of Credit
	2.01	Commitments and Applicable Percentages
	5.01	Loan Parties Organizational Information
	5.04	Governmental Approvals
	5.06	Material Indebtedness
	5.08	Subsidiaries; Other Equity Investments; Equity Interests in the Borrower
	5.09	Litigation
	5.13	Taxes
	5.16	Environmental Matters
	5.18	Owned Real Estate
	5.21	Insurance
	5.24	Material Contracts
	5.26(a)	DDAs
	5.26(b)	Credit Card Arrangements
	6.04	Financial and Collateral Reporting
	7.01	Existing Indebtedness
	7.02	Existing Liens
	7.04	Existing Investments
	7.07	Transactions with Affiliates
	10.02	Agent’s Office; Certain Addresses for Notices


 


EXHIBITS


 


	 	Form of
	 	 
	A	Committed Loan Notice
	B	Swing Line Loan Notice
	C-1	Revolving Note
	C-2	Swing Line Note
	D	Compliance Certificate
	E	Assignment and Assumption
	F	Borrowing Base Certificate
	G	Credit Card Notification
	H	DDA Notification
	I	Form of Joinder



 






    v


     


    

 


AMENDED AND RESTATED CREDIT AGREEMENT


 


This AMENDED AND RESTATED
CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time, the “Agreement”)
is entered into as of September 30, 2016, among FLOOR AND DECOR OUTLETS OF AMERICA, INC., a Delaware corporation (the “Lead
Borrower”), the Persons named on Schedule 1.01 hereto (as such schedule may be updated from time to time), jointly and severally
(collectively with the Lead Borrower, the “Borrowers”), FDO ACQUISITION CORP., a Delaware corporation (“Borrower
Holdco”), and each of the other Persons named on Schedule 1.02 hereto jointly and severally (collectively with Borrower Holdco,
the “Guarantors”), each lender from time to time party hereto (collectively, the “Lenders” and each
individually, a “Lender”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, and
Swing Line Lender. This Agreement amends, restates, consolidates and supersedes in its entirety the Credit Agreement, dated as of May 1,
2013 (as amended by the First Amendment to Credit Agreement, dated as of July 2, 2014, and as further amended by the Second Amendment
to Credit Agreement, dated as of April 15, 2016), among the Lead Borrower, Borrower Holdco, Wells Fargo Bank, National Association,
as administrative agent, collateral agent and L/C issuer, Wells Fargo Bank, National Association, as term loan agent and the lenders from
time to time party thereto (the “Existing Credit Agreement”).


 


On the Closing Date, the Borrowers
repaid the Term Loan (as defined in the Existing Credit Agreement) in full, together with all interest, fees and expenses payable in connection
therewith under the Existing Credit Agreement.


 


In connection with such repayment
and certain other Transactions (as defined herein) that occurred on the Closing Date, the Borrowers requested that the Lenders agree to
(a) amend and restate the Existing Credit Agreement as set forth herein, and (b) in connection therewith, provide a revolving
credit facility to the Borrowers, and the Lenders indicated their willingness to do so on the terms and conditions set forth herein.


 


WHEREAS, the Borrowers have
requested that the Lenders increase the Aggregate Revolving Commitments as of the FirstSecond
Amendment Effective Date to $400,000,000800,000,000,
for purposes of and upon the terms and subject to the conditions set forth in the FirstSecond
Amendment (as hereinafter defined) and herein.


 


The applicable Lenders have
indicated their willingness to lend and the L/C Issuer has indicated its willingness to issue Letters of Credit, in each case on the terms
and subject to the conditions set forth herein.


 


In consideration of the mutual
covenants and agreements herein contained, the parties hereto covenant and agree as follows:


 


Article I


DEFINITIONS AND ACCOUNTING TERMS


 


1.01            Defined
Terms.


 


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


 


“Accelerated
Interim Financial Statement Delivery Event” means at the election of the Agent, the failure of the Borrowers to maintain Availability
at least equal to twenty percent (20%) of the Loan Cap for any five (5) consecutive Business Days. For purposes of this Agreement,
the occurrence of an Accelerated Interim Financial Statement Delivery Event shall be deemed continuing at the Agent’s option until
Availability has exceeded twenty percent (20%) of the Loan Cap for twenty (20) consecutive calendar days, in which case an Accelerated
Interim Financial Statement Delivery Event shall no longer be deemed to be continuing for purposes of this Agreement. The termination
of an Accelerated Interim Financial Statement Delivery Event as provided herein shall in no way limit, waive or delay the occurrence of
a subsequent Accelerated Interim Financial Statement Delivery Event in the event that the conditions set forth in this definition again
arise.


 






    


     


    

 


“Accelerated Monthly
Borrowing Base Delivery Event” means at the election of the Agent, the failure of the Borrowers to maintain Availability at
least equal to seventy five percent (75%) of the Loan Cap for any five (5) consecutive Business Days. For purposes of this Agreement,
the occurrence of an Accelerated Monthly Borrowing Base Delivery Event shall be deemed continuing at the Agent’s option until Availability
has exceeded seventy five percent (75%) of the Loan Cap for twenty (20) consecutive calendar days, in which case an Accelerated Monthly
Borrowing Base Delivery Event shall no longer be deemed to be continuing for purposes of this Agreement. The termination of an Accelerated
Monthly Borrowing Base Delivery Event as provided herein shall in no way limit, waive or delay the occurrence of a subsequent Accelerated
Monthly Borrowing Base Delivery Event in the event that the conditions set forth in this definition again arise.


 


“Accelerated Weekly
Borrowing Base Delivery Event” means either (a) the occurrence and continuance of any Designated Event of Default, or (b) at
the election of the Agent, the failure of the Borrowers to maintain Availability at least equal to twelve and one-half percent (12.5%)
of the Loan Cap for any five (5) consecutive Business Days. For purposes of this Agreement, the occurrence of an Accelerated Weekly
Borrowing Base Delivery Event shall be deemed continuing at the Agent’s option (i) until such Designated Event of Default is
waived or is no longer continuing, and/or (ii) if the Accelerated Weekly Borrowing Base Delivery Event arises as a result of the
Borrowers’ failure to achieve Availability as required hereunder, until Availability has exceeded twelve and one-half percent (12.5%)
of the Loan Cap for twenty (20) consecutive calendar days, in which case an Accelerated Weekly Borrowing Base Delivery Event shall no
longer be deemed to be continuing for purposes of this Agreement. The termination of an Accelerated Weekly Borrowing Base Delivery Event
as provided herein shall in no way limit, waive or delay the occurrence of a subsequent Accelerated Weekly Borrowing Base Delivery Event
in the event that the conditions set forth in this definition again arise.


 


“Acceptable Document
of Title” means, with respect to any Inventory, a tangible, negotiable bill of lading or other Document (as defined in the UCC)
that (a) is issued by a common carrier which is not an Affiliate of the Approved Foreign Vendor or any Loan Party which is in actual
possession of such Inventory, (b) is issued to the order of a Loan Party or, if so requested by the Agent, to the order of the Agent,
(c) names the Agent as a notify party and bears a conspicuous notation on its face of the Agent’s security interest therein,
(d) is not subject to any Lien (other than in favor of: (i) the Agent, (ii) the Term Loan Agent to the extent subject to
the Intercreditor Agreement, and (iii) Permitted Encumbrances which are junior in priority to the Liens in favor of the Agent and
for which the Agent shall have established Reserves in its Permitted Discretion), and (e) is on terms otherwise reasonably acceptable
to the Agent.


 


“Acceptable Transport
Document” means, with respect to any Inventory, a tangible, non-negotiable bill of lading or sea waybill that (a) is issued
by a common carrier which is not an Affiliate of the Approved Foreign Vendor or any Loan Party which is in actual possession of such Inventory,
(b) names a Borrower (or, at its request, the Agent) as consignee, (c) names the Agent as a notify party and bears a conspicuous
notation on its face of the Agent’s security interest therein, (d) is not subject to any Lien (other than in favor of: (i) the
Agent, (ii) the Term Loan Agent to the extent subject to the Intercreditor Agreement, and (iii) Permitted Encumbrances which
are junior in priority to the Liens in favor of the Agent and for which the Agent shall have established Reserves in its Permitted Discretion),
(e) either (i) contains an express waiver from the consignor / shipper of its right to alter the named consignee and its right
of stoppage in transit, or (ii) for which the consignor / shipper thereunder shall have entered a Customs Broker/Carrier Agreement
with the Agent which contains an express waiver from such consignor / shipper of its right to alter the named consignee and its right
of stoppage in transit, and (f) is on terms otherwise reasonably acceptable to the Agent.


 






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“Accommodation Payment”
has the meaning specified in Section 10.21(d).


 


“Account”
means “accounts” as defined in the UCC, and also means a right to payment of a monetary obligation, whether or not
earned by performance, (a) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, (b) for
services rendered or to be rendered, (c) for a policy of insurance issued or to be issued, (d) for a secondary obligation incurred
or to be incurred, or (e) arising out of the use of a credit or charge card or information contained on or for use with the card.


 


“ACH” means
automated clearing house transfers.


 


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


 


“Acquisition Indebtedness”
means Indebtedness of (A) the Borrowers or any of their Subsidiaries incurred to finance or refinance, or otherwise incurred
in connection with, any acquisition of any assets (including Equity Interests), business or person, or any merger, consolidation or amalgamation
of any person with or into the Borrowers or any of their Subsidiaries, or (B) any person that is acquired by or merged or
consolidated with or into the Borrowers or any of their Subsidiaries (including Indebtedness thereof incurred in connection with any such
acquisition, merger, consolidation or amalgamation).


 


“Act” has
the meaning specified in Section 10.17.


 


“Additional Assets”
(i) any property or assets that replace the property or assets that are the subject of a Disposition; (ii) any property or assets
(other than Indebtedness and Equity Interests) used or to be used by the Lead Borrower or a Subsidiary Loan Party or otherwise useful
in a Related Business, and any capital expenditures in respect of any property or assets already so used; or (iii) the Equity Interests
of a Person that is engaged in a Related Business and becomes a Subsidiary as a result of the acquisition of such Equity Interests by
the Lead Borrower or another Subsidiary Loan Party.


 


“Additional Commitment
Lender” has the meaning specified in Section 2.15(a)(iii).


 


“Additional Obligations”
means senior or subordinated Indebtedness (which Indebtedness may be (x) secured by a Lien ranking pari passu to the Lien
securing the Term Loan Obligations, (y) secured by a Lien ranking junior to the Lien securing the Term Loan Obligations or
(z) unsecured), including customary bridge financings, in each case issued or incurred by any Loan Party in compliance with
Section 7.01.


 


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


 






    -3-


     


    

 


(a)            for
any Interest Period with respect to any LIBO Borrowing, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of
one percent) equal to (i) the LIBO Rate for such Interest Period multiplied by (ii) the Statutory Reserve Rate; and


 


(b)            for
any interest rate calculation with respect to any Base Rate Loan, an interest rate per annum (rounded upwards, if necessary, to the next
1/100 of one percent) equal to (i) the LIBO Rate for an Interest Period commencing on the date of such calculation and ending on
the date that is thirty (30) days thereafter multiplied by (ii) the Statutory Reserve Rate.


 


The Adjusted
LIBO Rate will be adjusted automatically as of the effective date of any change in the Statutory Reserve Rate.


 


“Adjustment
Date” means the first day of each Fiscal Month, commencing October 28, 2016.


 


“Administrative Questionnaire”
means an administrative questionnaire in a form supplied by the Agent.


 


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


 


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


 


“Agent”
means Wells Fargo in its capacity as Administrative Agent and Collateral Agent under any of the Loan Documents, or any successor thereto.


 


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


 


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


 


“Aggregate Revolving
Commitments” means the Revolving Commitments of all the Lenders. As of the Closing Date, the Aggregate Revolving Commitments
are $200,000,000. As of the First Amendment Effective Date, the Aggregate Revolving Commitments are $400,000,000.
As of the Second Amendment Effective Date, the Aggregate Revolving Commitments are $800,000,000.


 


“Agreement”
has the meaning specified in the preamble.


 


“AHYDO Catch-Up Payment”
means any payment to avoid the application of Section 163(e)(5) of the Code.


 


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


 


“Annual Financial
Statements” has the meaning specified in Section 6.04(a).


 


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


 






    -4-


     


    

 


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


  


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


 


“Applicable Margin”
means (i) with respect to LIBO RateSOFR
Loans and Letter of Credit Fees for Standby Letters of Credit, 1.251.15%
per annum, (ii) with respect to Base Rate Loans, 0.250.15%
per annum and (iii) with respect to Letter of Credit Fees for Commercial Letters of Credit, 0.75%.


 


“Applicable Percentage”
means, the percentage of the Aggregate Revolving Commitments represented by such Lender’s Revolving Commitment. If the commitments
of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.03
or if the Aggregate Revolving Commitments have expired, then the Applicable Percentage of each Revolving Lender shall be determined based
on the Applicable Percentage of such Revolving Lender most recently in effect, giving effect to any subsequent assignments. The Applicable
Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant
to which such Lender becomes a party hereto, as applicable.


 


“Appraisal Percentage”
means (i) ninety-two and one-half percent (92.5%) during the
months of December, January, February and March, and (ii) ninety percent (90%) at all other times.


 


“Appraised Value”
means, with respect to Eligible Inventory, the appraised orderly liquidation value, net of costs and expenses to be incurred in connection
with any such liquidation, which value is expressed as a percentage of Cost of Eligible Inventory as set forth in the inventory stock
ledger of the Lead Borrower, which value shall be determined from time to time by the most recent appraisal undertaken by an independent
appraiser engaged by the Agent.


 


“Approved Foreign
Vendor” means a Foreign Vendor which (a) is not located in any country listed on Schedule 1.03 or any such other
countries that are referred to in the Trading with the Enemy Act (or similar Laws) as in effect from time to time, (b) has received
timely payment or performance of all obligations owed to by the Loan Parties, (c) has not asserted and no event has occurred for
which it has a right to assert any reclamation, repossession, diversion, stoppage in transit, Lien or title retention rights in respect
of such Inventory, and (d) if so reasonably requested by the Agent, has entered into and is in full compliance with the terms of
a Foreign Vendor Agreement.


 


“Approved Fund”
means any Fund 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.


 


“Arrangers”
means, collectively, Wells Fargo and,
Bank of America, N.A., and U.S. Bank National Association, in their
capacity as joint lead arrangers and joint book managers.


 


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


 


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


 






    -5-


     


    

 


“Audited Financial
Statements” means the audited consolidated balance sheet of the Parent and its Subsidiaries for the Fiscal Year ended December 31,
2015, and the related consolidated statements of income or operations, Shareholders’ Equity and cash flows for such Fiscal Year
of the Parent and its Subsidiaries, including the notes thereto.


  


“Available
Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if such Benchmark
is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period
pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component
thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark,
in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the
definition of “Interest Period” pursuant to Section 3.03(b)(iv).


 


“Availability”
means, as of any date of determination thereof by the Agent, the result, if a positive number, of:


 


(a)            the
Loan Cap


 


minus


 


(b)            the
Total Outstandings.


 


In calculating Availability
at any time and for any purpose under this Agreement, the Lead Borrower shall certify to the Agent that all accounts payable and Taxes
are being paid on a timely basis as provided in Section 5.13 and Section 6.03.


 


“Availability Period”
means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of
the Aggregate Revolving Commitments pursuant to Section 2.06(a), and (c) the date of termination of the commitment of
each Revolving Lender to make Committed Revolving Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant
to Section 8.03.


 


“Availability Reserves”
means, without duplication of any other Reserves or items to the extent such items are otherwise addressed or excluded through eligibility
criteria, such reserves as the Agent from time to time determines in its Permitted Discretion as being appropriate (i) to reflect
the impediments to the Agent’s ability to realize upon the Collateral, (ii) to reflect claims and liabilities that the Agent
determines will need to be satisfied in connection with the realization upon the Collateral, (iii) to reflect criteria, events, conditions,
contingencies or risks which adversely affect any component of the Borrowing Base, or (iv) to reflect that a Default or an Event
of Default then exists. Without limiting the generality of the foregoing, Availability Reserves may include, in the Agent’s Permitted
Discretion, (but are not limited to) reserves based on: (a) rent; (b) customs duties, and other costs to release Inventory which
is being imported into the United States; (c) outstanding Taxes and other governmental charges, including, without limitation, ad
valorem, real estate, personal property, sales, claims of the PBGC and other Taxes which may have priority over the interests of the Agent
in the Collateral; (d) salaries, wages and benefits due to employees of any Borrower, (e) Customer Credit Liabilities, (f) Customer
Deposits, (g) reserves for reasonably anticipated changes in the Appraised Value of Eligible Inventory between appraisals, (h) warehousemen’s
or bailee’s charges and other Permitted Encumbrances which may have priority over the interests of the Agent in the Collateral,
(i) amounts due to vendors on account of consigned goods, (j) Cash Management Reserves, (k) Bank Products Reserves, and
(l) collection handling, agent and other fees, together with any claims or other charge backs, incurred in connection with receivables
that are assigned in connection with the CIT Deferred Purchase Factoring Agreement.


 






    -6-


     


    

 


“Average Daily Availability”
means the average daily Availability for the immediately preceding Fiscal Month.


 


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


 


“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,
rule, regulation 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).


 


“Bank Products”
means any services ofor
facilities provided to any Loan Party by any Credit Party or any of their respective Affiliates including, without limitation, on account
of (a) Swap Contracts, (b) merchant services constituting a line of credit, (c) Factored Receivables, and (d) supply
chain finance services including, without limitation, trade payable services and supplier accounts receivable purchases (but, in each
case, only to the extent that the applicable Lender, other than Wells Fargo, furnishing such services or facilities notifies the Agent
and the Lead Borrower in writing that such services or facilities are to be deemed Bank Products hereunder).


 


“Bank Products Reserves”
means such reserves (i) as the Agent from time to time determines in its discretion as being appropriate to reflect the liabilities
and obligations of the Loan Parties with respect to Bank Products then provided or outstanding and (ii) Supply Chain Finance Reserves.


 


“Base Rate”
means, for any day, a fluctuating rate per annum equal to the highestgreatest
of (a) the Floor, (b) the Federal Funds Rate,
as in effect from time to time, plus one-half
of one percent (0.50on such day plus 1⁄2%),
(b) the Adjusted LIBO Ratec)
Term SOFR for a one month tenor in effect on such day, plus one percent (1.001%),
orprovided that this clause
(c) shall not be applicable during any period in which Term SOFR is unavailable
or unascertainable, and (d) the rate of interest in effect for such day as publicly announced,
from time to time by, within
Wells Fargo at its principal office in San Francisco as its “prime
rate.” Thein
effect on such day, with the understanding that the “prime rate” is a rate set
by Wells Fargo based upon various factors includingone of
Wells Fargo’s costs and desired return, general economic conditions and other factors, and is used
as a reference pointbase rates (not necessarily the lowest
of such rates) and serves as the basis upon which effective rates of interest are calculated for pricing
somethose loans,
which may be priced at, above, or below such announced rate. Any change in such rate announced by Wells Fargo shall take effect at the
opening of business on the day specified in the public making
reference thereto and is evidenced by the recording thereof after its announcement ofin
such changeinternal publications
as Wells Fargo may designate.


 


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


 


“Benchmark”
means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR
Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that
such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.03(b)(i).


 






    -7-


     


    

 


“Benchmark Replacement”
means, with respect to any Benchmark Transition Event, the sum of:
(a) the alternate benchmark rate (which may include Term SOFR) that has been selected
by the Agent and the Lead Borrower 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 of
interest as a replacement to LIBORfor
the then-current Benchmark for U.S. dollarDollar-denominated
syndicated credit facilities and (b) the related Benchmark
Replacement Adjustment; provided that, if thesuch
Benchmark Replacement as so determined would be less than zero, the Floor,
such Benchmark Replacement willshall
be deemed to be zerothe Floor
for the purposes of this Agreement and the other Loan Documents.


 


“Benchmark Replacement
Adjustment” means, with respect to any replacement of the LIBO Ratethen-current
Benchmark with an Unadjusted Benchmark Replacement for eachany
applicable Interest PeriodAvailable
Tenor, 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 Agent and the Lead Borrower giving due consideration to (ia)
any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of the LIBO Ratesuch Benchmark
with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (iib)
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 the LIBO Ratesuch
Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar Dollar-denominated
syndicated credit facilities at such time.


 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative
or operational changes (including changes to the definition of “Base Rate,” the definition of “Interest Period,”
timing and frequency of determining rates and making payments of interest and other administrative matters)
that the Agent decides, in consultation with the Lead Borrower, may be appropriate to reflect the adoption and implementation of such
Benchmark Replacement and to permit the administration thereof by the Agent in a manner substantially
consistent with market practice (or, if the Agent decides that adoption of any portion of such market practice is not administratively
feasible or if the Agent determines that no market practice for the administration of the Benchmark Replacement
exists, in such other manner of administration as the Agent decides, in consultation with the Lead Borrower,
is reasonably necessary in connection with the administration of this Agreement).


 


“Benchmark Replacement
Date” means the earlierearliest
to occur of the following events with respect to the LIBO Rate: (1) then-current
Benchmark:


 


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


 


(b)            in
the case of clause (3c)
of the definition of “Benchmark Transition Event,” the first date
ofon which such Benchmark
(or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator
of such Benchmark (or such component thereof) to be non-representative; provided, that such non-representativeness will be determined
by reference to the publicmost
recent statement or publication of information referenced thereinin
such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date;


 






    -8-


     


    

 


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


 


“Benchmark Transition
Event” means the occurrence of one or more of the following events with respect to the LIBO
Rate: (1) then-current Benchmark:


 


(a)            a
public statement or publication of information by or on behalf of the administrator of such
Benchmark (or the LIBO Ratepublished
component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide the
LIBO Rateall 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 the LIBO Rate; (2any
Available Tenor of such Benchmark (or such component thereof) ;


 


(b)            a
public statement or publication of information by the regulatory supervisor for the administrator of such
Benchmark (or the LIBO Ratepublished
component used in the calculation thereof), the U.S.FRB,
the Federal Reserve SystemBank
of New York, an insolvency official with jurisdiction over the administrator for the LIBO
Ratesuch Benchmark (or such component), a resolution
authority with jurisdiction over the administrator for the LIBO Ratesuch
Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator
for the LIBO Ratesuch Benchmark
(or such component), which states that the administrator of the LIBO Ratesuch
Benchmark (or such component) has ceased or will cease to provide theall
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 the LIBO Rateany
Available Tenor of such Benchmark (or such component thereof); or (3)


 


(c)            a
public statement or publication of information by the regulatory supervisor for the administrator of the
LIBO Rate announcing that the LIBO Rate is no longersuch Benchmark
(or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component
thereof) are not, or as of a specified future date will not be, representative.


 


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


 


“Benchmark Transition
Start Date” means (a),
in the case of a Benchmark Transition Event, the earlier of (ia)
the applicable Benchmark Replacement Date and (iib)
if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the
expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event
is fewer than 90 days after such statement or publication, the date of such statement or publication) and
(b) in the case of an Early Opt-in Election, the date specified by the Agent or the Required Lenders, as applicable, by notice to
the Borrower, the Agent (in the case of such notice by the Required Lenders) and the Lenders.


 






    -9-


     


    

 


“Benchmark Unavailability
Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have
occurred with respect to the LIBO Rate and solely to the extent that the LIBO Rate has not been replaced with a Benchmark Replacement,
the period (if any) (x) beginning at the time that sucha
Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the LIBO
Ratethen-current Benchmark for all purposes hereunder
and under any Loan Document in accordance with Section 1.093.03(b) and
(y) ending at the time that a Benchmark Replacement has replaced the LIBO Ratethen-current
Benchmark for all purposes hereunder pursuant to Section 1.09and
under any Loan Document in accordance with Section 3.03(b).


 


“Beneficial
Owner” means, with respect to any U.S. Federal withholding Tax, the beneficial owner, for U.S. Federal income tax purposes, to whom
such Tax relates.


 


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


 


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


 


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


 


“Blocked Account
Bank” means each bank with whom deposit accounts are maintained in which any funds of any of the Loan Parties from one or more
DDAs are concentrated and with whom a Blocked Account Agreement has been, or is required to be, executed in accordance with the terms
hereof.


 


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


 


“Borrower Holdco”
has the meaning specified in the introductory paragraph hereto.


 


“Borrower Materials”
has the meaning specified in Section 6.04.


 


“Borrowers”
has the meaning specified in the introductory paragraph hereto.


 


“Borrowing”
means a Revolving Credit Borrowing or a Swing Line Borrowing, as the context may require.


 


“Borrowing Base”,
at any time of calculation, an amount equal to:


 


(a)            the
face amount of Eligible Credit Card Receivables multiplied by the Credit Card Advance Rate;


 


plus


 


(b)            the
Cost of Eligible Inventory, net of Inventory Reserves, multiplied by the product of Appraisal Percentage multiplied by the Appraised Value
of Eligible Inventory; provided, however, that, Inventory constituting Eligible In-Transit Inventory shall be in an
amount no greater than twenty-five percent (25%) of Eligible On-Hand Inventory;


 


plus


 






    -10-


     


    

 


(c)            eighty-five
percent (85%) multiplied by the face amount of Eligible Trade Receivables (net of Receivables Reserves applicable thereto);


 


plus


 


(d)            100%
of all Eligible Cash on Hand, provided that Eligible Cash on Hand included in the Borrowing Base may not be withdrawn from the
deposit account at Agent, thereby reducing the Borrowing Base, unless and until (i) no Cash Dominion Event exists and is continuing,
and (ii) the Lead Borrower furnishes the Agent with (A) notice of such intended withdrawal and (B) a Borrowing Base Certificate
as of the date of such proposed withdrawal reflecting that, after giving effect to such withdrawal, no Overadvance exists or would result
from such withdrawal;


 


plus


 


(e)            100%
of the amount for which the Eligible Letter Of Credit must be honored after giving effect to any draws against same;


 


minus


 


the then amount of all Availability
Reserves.


 


“Borrowing Base Certificate”
means a certificate substantially in the form of Exhibit F hereto (with such changes therein as may be reasonably required by the
Agent to reflect the components of and reserves against the Borrowing Base as provided for hereunder from time to time), executed and
certified as accurate and complete by a Responsible Officer of the Lead Borrower which shall include appropriate exhibits, schedules,
supporting documentation, and additional reports as reasonably requested by the Agent.


 


“Business Day”
means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in
fact closed in, the state where the Agent’s Office is located and, if such day relates to any LIBO
Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank market.


 


“Capital Expenditures”
shall mean, for any person in respect of any period, the aggregate of all expenditures incurred by such person during such period that,
in accordance with GAAP, are or should be included in “additions to property, plant or equipment” or similar items reflected
in the statement of cash flows of such person; provided, however, that Capital Expenditures for Borrower Holdco and its
Subsidiaries shall not include:


 


(a)            expenditures
to the extent they are made with (i) Equity Interests of the Parent or (ii) proceeds of the issuance of Equity Interests of,
or a cash capital contribution to, the Lead Borrower after the Closing Date;


 


(b)            expenditures
with proceeds of insurance settlements, condemnation awards and other settlements in respect of lost, destroyed, damaged or condemned
assets, equipment or other property to the extent such expenditures are made to replace or repair such lost, destroyed, damaged or condemned
assets, equipment or other property or otherwise to acquire, maintain, develop, construct, improve, upgrade or repair assets or properties
used or useful in the business of Borrower Holdco and its Subsidiaries within one hundred eighty (180) days of receipt of such proceeds
(or, to the extent such proceeds are committed to be used for such purpose pursuant to a binding written agreement during such one hundred
eighty (180) day period, expenditures made with such proceeds within
two hundred seventy (270) days of receipt thereof);


 






    -11-


     


    

 


(c)            expenditures
that are accounted for as capital expenditures of such person and that actually are paid for in cash by a third party (excluding Borrower
Holdco, the Borrowers and any other Subsidiary) which cash payment by such third party may be made directly or may be made as a cash reimbursement
to a Loan Party, and for which none of Borrower Holdco, the Borrowers or any other Subsidiary has provided or is required to provide or
incur, directly or indirectly, any consideration or obligation to such third party or any other person (whether before, during or after
such period);


 


(d)            the
purchase price of equipment purchased during such period to the extent the consideration therefor consists of any combination of (i) used
or surplus equipment traded in at the time of such purchase and (ii) the proceeds of a concurrent sale of used or surplus equipment,
in each case, in the ordinary course of business;


 


(e)            Investments
in respect of a Permitted Business Acquisition; or


 


(f)             the
purchase of an asset made within one hundred eighty (180) days of the sale of any asset (to the extent such asset sale is permitted hereunder)
to the extent such new asset is purchased with the proceeds of such sale (or, to the extent such proceeds are committed to be used for
such purpose pursuant to a binding written agreement during such one hundred eighty (180) day period, purchases made with such proceeds
within two hundred seventy (270) days of receipt thereof).


 


“Capital Lease Obligations”
means, with respect to any Person for any period, the obligations of such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified
and accounted for as liabilities on a balance sheet of such Person under GAAP and the amount of which obligations shall be the capitalized
amount thereof determined in accordance with GAAP.


 


“Captive Insurance
Subsidiary” means any Subsidiary of a Borrower that is subject to regulation as an insurance company (or any Subsidiary thereof).


 


“Cash Collateralize”
has the meaning specified in Section 2.03(g). Derivatives of such term have corresponding meanings.


 


“Cash Dominion Event”
means either (i) the occurrence and continuance of any Designated Event of Default, or (ii) if, at any time, Excess Testing
Availability is less than ten percent (10%) of the Loan Cap for five (5) consecutive Business Days. For purposes of this Agreement,
the occurrence of a Cash Dominion Event shall be deemed continuing at the Agent’s option (i) until such Designated Event of
Default is waived or is no longer continuing, and/or (ii) if the Cash Dominion Event arises as a result of the Borrowers’ failure
to achieve Excess Testing Availability as required hereunder, until Excess Testing Availability has exceeded ten percent (10%) of the
Loan Cap for twenty (20) consecutive days, in which case a Cash Dominion Event shall no longer be deemed to be continuing for purposes
of this Agreement. The termination of a Cash Dominion Event as provided herein shall in no way limit, waive or delay the occurrence of
a subsequent Cash Dominion Event in the event that the conditions set forth in this definition again arise.


 


“Cash Management
Reserves” means such reserves as the Agent, from time to time, determines in its Permitted Discretion as being appropriate to
reflect the reasonably anticipated liabilities and obligations of the Loan Parties with respect to Cash Management Services then provided
or outstanding.


 


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


 






    -12-


     


    

 


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


 


“Change of Control”
means (i) at any time prior to the consummation of a Public Offering, (x) the Permitted Holders shall in the aggregate
be the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date)
of (A) so long as Borrower Holdco is a Subsidiary of any Parent Entity, shares or units of Voting Stock having less than 35.00%
of the total voting power of all outstanding shares of such Parent Entity (other than a Parent Entity that is a Subsidiary of another
Parent Entity) and (B) if Borrower Holdco is not a Subsidiary of any Parent Entity, shares or units of Voting Stock having
less than 35.00% of the total voting power of all outstanding shares of Borrower Holdco, or (y) any other “person” or
 “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Closing Date),
other than one or more Permitted Holders, (A) so long as Borrower Holdco is a Subsidiary of any Parent Entity, shall be the
 “beneficial owner” of shares or units of Voting Stock constituting a greater percentage of the total voting power of all outstanding
shares of such Parent Entity than the total voting power of all outstanding shares or units of Voting Stock of such Parent Entity (other
than a Parent Entity that is a Subsidiary of another Parent Entity) held by the Permitted Holders and (B) if Borrower Holdco
is not a Subsidiary of any Parent Entity, shall be the “beneficial owner” of shares or units of Voting Stock having constituting
a greater percentage of the total voting power of all outstanding shares of Borrower Holdco than the total voting power of all outstanding
shares or units of Voting Stock of Borrower Holdco held by the Permitted Holders, (ii) at any time on or after the consummation
of a Public Offering, any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of
the Exchange Act as in effect on the Closing Date), other than one or more Permitted Holders, shall be the “beneficial owner”
of (x) so long as Borrower Holdco is a Subsidiary of any Parent Entity, shares or units of Voting Stock having more than the
greater of (A) 35.00% of the total voting power of all outstanding shares of such Parent Entity (other than a Parent Entity
that is a Subsidiary of another Parent Entity) and (B) the total voting power of all outstanding shares or units of Voting
Stock of such Parent Entity (other than a Parent Entity that is a Subsidiary of another Parent Entity) held by the Permitted Holders and
(y) if Borrower Holdco is not a Subsidiary of any Parent Entity, shares or units of Voting Stock having more than the greater
of (A) 35.00% of the total voting power of all outstanding shares of Borrower Holdco and (B) the total voting power of
all outstanding shares or units of Voting Stock of Borrower Holdco held by the Permitted Holders; (iii) Borrower Holdco shall
cease to own, directly or indirectly, 100.00% of the capital stock of the Borrowers, or (iv) a “Change of Control”
(or comparable term) as defined in the Term Loan Agreement relating to Indebtedness and any unused commitments thereunder in an aggregate
principal amount equal to or greater than $50,000,000. Notwithstanding anything to the contrary in the foregoing, the Transactions shall
not constitute or give rise to a Change of Control.


 






    -13-


     


    

 


“CIT Deferred Purchase
Factoring Agreement” means that certain Deferred Purchase Factoring Agreement dated as of March 28, 2014, among the Lead
Borrower and The CIT Group/Commercial Services, Inc. (“CIT”).


 


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


 


“Closing Date Dividend”
has the meaning specified in Section 7.06(f).


 


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


 


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


 


“Collateral Access
Agreement” means an agreement reasonably satisfactory in form and substance to the Agent executed by (a) a bailee or other
Person in possession of Collateral, or (b) any landlord of Real Estate leased by any Loan Party.


 


“Collateral and Guaranty
Requirements” means to cause any such Person (a) to (i) become a Loan Party by executing and delivering to the Agent
a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other documents as the Agent shall deem appropriate for such
purpose, (ii) grant a Lien to the Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations,
and (iii) deliver to the Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and,
if reasonably requested by Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity,
binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness
of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness,
in each case in form, content and scope reasonably satisfactory to the Agent in accordance with the provisions of the Security Agreement.
In no event shall compliance with these requirements waive or be deemed a waiver or Consent to any transaction giving rise to the need
to comply with these requirements if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed
to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets
in the computation of the Borrowing Base.


 


“Commercial Letter
of Credit” means any Letter of Credit issued for the purpose of providing the primary payment mechanism in connection with the
purchase of any materials, goods or services by a Loan Party in the ordinary course of business of such Loan Party.


 


“Commercial Letter
of Credit Agreement” means the Commercial Letter of Credit Agreement relating to the issuance of a Commercial Letter of Credit
in the form from time to time in use by the L/C Issuer.


 


“Commitment”
means, as to each Lender, such Lender’s Revolving Commitment.


 


“Commitment Increase”
has the meaning specified in Section 2.15(a)(i).


 






    -14-


     


    

 



 


“Committed Loan Notice”
means a notice of (a) a Revolving Credit Borrowing, (b) a conversion of Committed Revolving Loans from one Type to the other,
or (c) a continuation of LIBO RateSOFR
Loans, pursuant to Section 2.02, which, if in writing, shall be substantially in the form of Exhibit A.


 


“Committed Revolving
Loan” has the meaning specified in Section 2.01.


 


“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.


 


“Commonly Controlled
Entity” means an entity, whether or not incorporated, which is under “common control” with a Loan Party within the
meaning of Section 4001 of ERISA or is part of a group which includes a Loan Party and which is treated as a single employer under
Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code,
is treated as a single employer under Sections 414(m) and (o) of the Code.


 


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


 


“Concentration Account”
has the meaning provided in Section 6.11(c).


 


“Confidential Information”
has the meaning specified in Section 10.07.


 


“Confirmation Agreement”
means that certain Confirmation and Ratification of Ancillary Loan Documents dated as of the Closing Date among the Loan Parties and the
Agent, as the same now exists or may hereafter be amended, modified, supplemented, renewed, restated or replaced.


 


“Conforming
Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation
of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base
Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the
definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”),
timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation
notices, the applicability and length of lookback periods, the applicability of Section 3.05 and other technical, administrative
or operational matters) that the Agent decides, in consultation
with the Lead Borrower, may be appropriate to reflect the adoption and implementation of any
such rate or to permit the use and administration thereof by
the Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption of any portion of such market
practice is not administratively feasible or if the Agent determines that no market practice for the administration of any
such rate exists, in such other manner of administration as the
Agent decides, in consultation with the Lead Borrower, is reasonably necessary in connection with the administration of this Agreement
and the other Loan Documents).


 


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


 


“Consent”
means actual consent given by a Lender from whom such consent is sought; or the passage of ten (10) Business Days from receipt of
written notice to a Lender from the Agent of a proposed course of action to be followed by the Agent without such Lender’s giving
the Agent written notice of that Lender’s objection to such course of action; provided, however, with respect to any
modifications or consents addressed in Sections 10.01(a) through (k), in each case, with respect to the Loans owed
to any particular Lender, such Lender shall be deemed to have rejected the request for its consent after the passage of such ten (10) Business
Day period if it has not provided its actual consent for same.


 






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


 


“Consolidated EBITDA”
means, for any period, the Consolidated Net Income for such period, plus, in each case without duplication, (x) the
following to the extent deducted in calculating such Consolidated Net Income: (i) provision for all taxes (whether or not paid, estimated
or accrued) based on income, profits or capital (including penalties and interest, if any) including state, franchise, excise and similar
taxes and foreign withholding taxes and state taxes in lieu of business fees (including business license fees) and payroll tax credits,
income tax credits and similar tax credits, and including an amount equal to the amount of tax distributions actually made to the holders
of capital stock of the Borrowers or any Parent Entity in respect of such period (in each case, to the extent attributable to the operations
of the Borrowers and their respective Subsidiaries), which will be included as though such amounts had been paid as income taxes directly
by the Lead Borrower, (ii) Consolidated Interest Charges, all items excluded from the definition of Consolidated Interest Charges
pursuant to clause (ii) thereof and to the extent not reflected in Consolidated Interest Charges, costs of surety bonds in connection
with financing activities, (iii) depreciation, (iv) amortization (including but not limited to amortization of goodwill and
intangibles and amortization and write-off of financing costs), (v) any non-cash charges, losses and expenses, including any write-offs
or write-downs; provided that if any such non-cash charge represents an accrual or reserve for potential cash items in any future four-fiscal
quarter period (a) the Lead Borrower may determine not to add back such non-cash charge in the period for which Consolidated EBITDA
is being calculated and (b) to the extent the Lead Borrower does decide to add back such non-cash charge, the cash payment in respect
thereof in such future four-fiscal quarter period will be subtracted from Consolidated EBITDA for such future four-fiscal quarter period,
(vi) reasonable out-of-pocket transaction fees, expenses or charges (including legal, advisory and brokerage or other financing fees),
or, without duplication, any amortization or write-off thereof, related to any transaction that is out of the ordinary course of business
including equity offerings (to the extent the proceeds thereof were intended to be contributed to the equity capital of the Lead Borrower
or its Subsidiaries), Investments, acquisitions, dispositions, recapitalizations, mergers, option buyouts or Indebtedness permitted
to be consummated or incurred by this Agreement (including any Permitted Refinancing in respect thereof) or any amendments, waivers or
other modifications under the agreements relating to such Indebtedness (including any amendments, waivers or other modifications of this
Agreement) or similar transactions (in each case whether or not consummated or incurred), (vii) the amount of any loss or expense
attributable to non-controlling interests, (viii) all deferred financing costs written off and premiums paid in connection with any
early extinguishment of Swap Obligations or other derivative instruments, (ix) any management, monitoring, consulting, transaction
and advisory fees (including termination fees) and related indemnities, charges and expenses paid to or accrued to or on behalf of any
Parent Entity or any of the Permitted Holders in each case to the extent permitted hereunder, (x) interest and investment income,
(xi) [reserved], (xii) any costs or expenses pursuant to any management or employee stock option or other equity-related plan,
program or arrangement, or other benefit plan, program or arrangement, or any equity subscription or equityholder agreement, to the extent
funded with cash proceeds contributed to the capital of the Borrowers or an issuance of capital stock of the Borrowers (other than Disqualified
Stock), (xiii) all fees, costs and expenses related to the Transactions, (xiv) non-operating professional fees, costs and expenses,
(xv) [reserved], (xvi) expense or charges to the extent paid or reimbursed by a third party, (xvii) earn-out obligations
incurred in connection with any acquisition or other Investment permitted under this Agreement, (xviii) all charges, costs, expenses,
accruals or reserves in connection with the rollover, acceleration or payout of capital stock held by Management Investors and all losses,
charges and expenses related to payments made to holders of options or other derivative capital stock in the common equity of the Lead
Borrower or any Parent Entity in connection with, or as a result of, any distribution being made to equityholders of such Person or any
of its direct or indirect parents, which payments are being made to compensate such option holders as though they were equityholders at
the time of, and entitled to share in, such distribution, (xix) all losses, charges and expenses in connection with the pre-opening
and opening of stores, distribution centers and other facilities and operating losses attributable to any store, distribution center or
other facility to the extent such losses, charges or expenses were incurred before or within twelve (12) months after the opening of such
store, distribution center or other facility, (xx) [reserved], (xxi) payments in the nature of compensation or expense reimbursement
to independent board members, (xxii) the excess of GAAP rent expense over actual cash rent paid due to the use of straight line rent
for GAAP purposes (xxiii) business optimization expenses (including expenses related to consolidation initiatives), relocation and
integration expenses, costs, charges, expenses, accruals and reserves related to cost savings initiatives, strategic initiatives and initiatives
aimed at profitability improvement, and other restructuring costs, charges, expenses, accruals and reserves (which, for the avoidance
of doubt, shall include the effect of inventory optimization programs, consolidation, relocation and closing of stores, distribution centers,
warehouses and other facilities and exiting lines of business, operating expense reductions, personnel relocation, restructuring, redundancy,
recruiting, severance, termination, settlement and judgment, one-time compensation charges, the amount of any signing, retention and completion
bonuses, new systems design and implementation costs, software development costs and curtailments and project startup costs); provided
that the aggregate amount added pursuant to this clause (xxiii) for any period of twelve (12) consecutive Fiscal Months shall not
exceed the greater of (i) $40,000,000 and (ii) 20% of Consolidated EBITDA for the most recently ended four Fiscal Quarter period
for which Required Financial Statements have been provided as required hereunder (calculated prior to giving effect to any increase pursuant
to this clause (xxiii)) and (xxiv) charges, costs, expenses or fees associated with the implementation of ASC 606 or any comparable
regulation, plus (y) the amount of net cost savings, operating expense reductions, revenue enhancements and synergies
projected by the Lead Borrower in good faith to be realized as the result of actions taken or to be taken on or prior to the date that
is eighteen (18) months after the First Amendment Effective Date, or eighteen (18) months after the consummation of any operational change,
respectively (which costs savings, operating expense reductions and synergies shall be reasonably identifiable and factually supportable,
certified by a Responsible Officer of the Lead Borrower and calculated on a pro forma basis as though such cost savings, operating expense
reductions and synergies had been realized on the first day of such period), net of the amount of actual benefits realized during such
period from such actions (which adjustments may be incremental to pro forma adjustments made pursuant to the proviso to the definition
of “Consolidated First Lien leverageLeverage
Ratio”, “Secured Leverage Ratio” or “Total Leverage Ratio”); provided that the aggregate
amount added pursuant to this clause (y) for any period of twelve (12) consecutive Fiscal Months shall not exceed the greater of
(i) $25,000,000 and (ii) 20% of Consolidated EBITDA for the most recently ended four Fiscal Quarter period for which Required
Financial Statements have been provided as required hereunder (calculated prior to giving effect to any increase pursuant to this clause
(y)).


 






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“Consolidated First
Lien Indebtedness”: as of any date of determination, an amount equal to (i) Consolidated Secured Indebtedness (without
regard to clause (ii) of the definition thereof) as of such date that is secured by Liens on property or assets of the Loan Parties
and their Subsidiaries (other than property or assets held in a defeasance or similar trust or arrangement for the benefit of the Indebtedness
secured thereby) on a pari passu basis with the Obligations and the Term Loan Obligations under the Term Loan Agreement, minus
(ii) Unrestricted Cash of the Borrowers and their Subsidiaries.


 


“Consolidated First
Lien Leverage Ratio” means as of any date of determination, the ratio of (i) Consolidated First Lien Indebtedness as at
such date (after giving effect to any incurrence or discharge of Indebtedness on such date) to (ii) Consolidated EBITDA for the period
of the most recent four consecutive Fiscal Quarters ending prior to the date of such determination for which Required Financial Statements
have been provided as required hereunder, provided that:


 


(1)            if,
since the beginning of such period, any Loan Party or any Subsidiary shall have made a Sale, the Consolidated EBITDA for such period shall
be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets that are the subject of such Sale for
such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period;


 


(2)            if,
since the beginning of such period, any Loan Party or any Subsidiary (by merger, consolidation or otherwise) shall have made a Purchase,
Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such Purchase occurred on the first
day of such period; and


 


(3)            if,
since the beginning of such period, any Person became a Subsidiary or was merged or consolidated with or into any Borrower or any Subsidiary,
and since the beginning of such period such Person shall have made any Sale or Purchase that would have required an adjustment pursuant
to clause (1) or (2) above if made by any Borrower or a Subsidiary since the beginning of such period, Consolidated EBITDA for
such period shall be calculated after giving pro forma effect thereto as if such Sale or Purchase occurred on the first day of such period;


 


For purposes of this definition,
whenever pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income or earnings relating thereto,
the pro forma calculations in respect thereof (including in respect of anticipated cost savings or synergies relating to any such Sale,
Purchase or other transaction) shall be as determined in good faith by the Chief Financial Officer or another Responsible Officer of the
Lead Borrower; provided that with respect to cost savings or synergies relating to any Sale, Purchase or other transaction, the
related actions are expected by the Lead Borrower to be taken no later than 18 months after the date of determination.


 


“Consolidated Fixed
Charge Coverage Ratio” means, on any date, the ratio of (a) (i) Consolidated EBITDA for the most recent period of
twelve (12) consecutive Fiscal Months for which Required Financial Statements have been provided as required hereunder minus (ii) non-financed
Capital Expenditures of Borrower Holdco and its Subsidiaries during such period (it being understood that Capital Expenditures funded
with proceeds of Committed Revolving Loans shall not be deemed to be “financed” for the purpose of this clause (ii)) minus
(iii) taxes of Borrower Holdco and its Subsidiaries based on income that are paid in cash during such period (including tax distributions
paid in cash during such period) to (b) Consolidated Fixed Charges for such period.


 


“Consolidated Fixed
Charges” means, for any period, the sum, without duplication, of the following for such period:


 


(a)            Consolidated
Interest Charges paid or payable currently in cash;


 


(b)            scheduled
principal amortization payments of Indebtedness for borrowed money of Borrower Holdco and its Subsidiaries, including payments in respect
of Capitalized Lease Obligations, but excluding payments of intercompany Indebtedness; and


 


(c)            Restricted
Payments made pursuant to Section 7.06 (other than pursuant to clauses (a) (other than Restricted Payments to Borrower
Holdco), (c), (f) and (p) thereof), in each case paid or payable currently in cash.


 






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“Consolidated Interest
Charges” means, with respect to Borrower Holdco and its Subsidiaries for any period, the sum, without duplication, of (i) the
total interest expense of the Borrower Holdco and its Subsidiaries to the extent deducted in calculating Consolidated Net Income, net
of any interest income of the Borrower Holdco and its Subsidiaries, including any such interest expense consisting of (A) interest
expense attributable to Capital Lease Obligations, (B) amortization of debt discount, (C) interest in respect of Indebtedness
of any other Person that has been Guaranteed by Borrower Holdco or any Subsidiary, but only to the extent that such interest is actually
paid by the Borrower Holdco or any Subsidiary, (D) non-cash interest expense, (E) the interest portion of any deferred payment
obligation, (F) commissions, discounts and other fees and charges owed with respect to letters of credit, bankers’ acceptance
financing bridge commitments or other financing fees, (G) movement in the mark-to-market valuation of hedging obligations or (H) interest
expense associated with Equity Interests, minus (ii) to the extent otherwise included in such interest expense referred to
in clause (i) above, accretion or accrual of discounted liabilities not constituting Indebtedness, expense resulting from discounting
of Indebtedness in conjunction with recapitalization or purchase accounting, and any “additional interest” in respect of registration
rights arrangements for any securities, amortization or write-off of financing costs, in each case under clauses (i) through (ii) above
as determined on a Consolidated basis in accordance with GAAP; provided that gross interest expense shall be determined after giving effect
to any net payments made or received by the Borrower Holdco and its Subsidiaries with respect to interest rate Swap Contracts.


 


“Consolidated Net
Income” means, for any period, the net income (loss) of the Borrowers and their Subsidiaries for such period, determined on
a Consolidated basis in accordance with GAAP (adjusted to reflect any charge, tax or expense incurred or accrued by Borrower Holdco or
any Parent Entity during such period attributable to the operations of the Borrowers and their respective Subsidiaries as though such
charge, tax or expense had been incurred by the Borrowers, to the extent that the Borrowers have made or would be entitled under the Loan
Documents to make any Restricted Payment or other payment to or for the account of Borrower Holdco in respect thereof) and before any
reduction in respect of Preferred Stock dividends; provided that, without duplication, there shall not be included in such Consolidated
Net Income:


 


(i)            any
net income (loss) of any Person if such Person is not a Borrower or a Subsidiary, except that (A) such Borrower’s or
any Subsidiary’s net income for such period shall be increased by the aggregate amount actually distributed by such Person during
such period to such Borrower or a Subsidiary as a dividend or other distribution, to the extent not already included therein, and (B) any
Borrower’s or any Subsidiary’s equity in the net loss of such Person shall be included to the extent of the aggregate Investment
of such Borrower or any of its Subsidiaries in such Person,


 


(ii)            [reserved],


 


(iii)           (x) any
net after-tax gain or loss realized upon the sale, abandonment or other disposition of any asset of the Borrowers or any Subsidiary (including
pursuant to any sale/leaseback transaction) that is not sold, abandoned or otherwise disposed of in the ordinary course of business (as
determined by the Lead Borrower in good faith) and (y) any net after-tax gain or loss realized upon the disposal, abandonment,
closure or discontinuation of operations of the Borrowers or any Subsidiary, and any net after-tax income (loss) from disposed, abandoned
or discontinued operations (but if such operations are classified as discontinued because they are subject to an agreement to dispose
of such operations, only when and to the extent such operations are actually disposed of),


 


(iv)           any
net after-tax extraordinary, unusual or nonrecurring gain, loss or charge,


 


(v)            the
cumulative effect of a change in accounting principles,


 


(vi)           any
net after-tax income or loss (less all fees, expenses and charges related thereto) attributable to the extinguishment of Indebtedness
or Swap Obligations or other derivative instruments,


 






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(vii)            any
non-cash gain, loss, expense or charge attributable to the movement in the mark-to-market valuation in respect of Swap Contracts,


 


(viii)            any
unrealized foreign currency translation gains or losses, including in respect of Indebtedness of any Person denominated in a currency
other than the functional currency of such Person,


 


(ix)            any
non-cash expenses realized or resulting from stock option plans, employee benefit plans or agreements or post-employment benefit plans
or agreements, or grants or sale of limited liability company interests, stock, stock appreciation, stock options, restricted stock, preferred
stock or other equity based awards,


 


(x)            any
costs or expenses incurred in connection with the payment of dividend equivalent rights to option holders pursuant to any management equity
plan, stock option plan or any other management or employee benefit plan or agreement or post-employment benefit plan or agreement will
be excluded;


 


(xi)            any
non-cash charge, expense or other impact attributable to application of the purchase, fair value or recapitalization method of accounting
(including the total amount of depreciation and amortization, cost of sales or other non-cash expense resulting from the write-downs and
write-offs of assets to the extent resulting from such purchase or recapitalization accounting adjustments), non-cash charges for deferred
tax valuation allowances and non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable
standard under GAAP,


 


(xii)            expenses
related to the conversion of various employee benefit programs in connection with the Transactions, and non-cash compensation related
expenses, and


 


(xiii)            to
the extent covered by insurance and actually reimbursed (or the Lead Borrower has determined that there exists reasonable evidence that
such amount will be reimbursed by the insurer and such amount is not denied by the applicable insurer in writing within 180 days and is
reimbursed within 365 days of the date of such evidence (with a deduction in any future calculation of Consolidated Net Income for any
amount so added back to the extent not so reimbursed within such 365 day period)), any expenses with respect to liability or casualty
events or business interruption.


 


“Consolidated Total
Assets” means, as of any date of determination, the total assets, in each case reflected on the consolidated balance sheet of
Borrower Holdco as at the end of the most recently ended fiscal quarter for which a balance sheet is available, determined on a Consolidated
basis in accordance with GAAP (and, in the case of any determination relating to any incurrence of Indebtedness or Liens or any Investment,
on a pro forma basis including any property or assets being acquired in connection therewith).


 


“Consolidated Secured
Indebtedness” means, as of any date of determination, an amount equal to (i) the Consolidated Total Indebtedness
(without regard to clause (ii) of the definition thereof) as of such date that is secured by Liens on property or assets of the Loan
Parties and their Subsidiaries (other than property or assets held in a defeasance or similar trust or arrangement for the benefit of
the Indebtedness secured thereby) minus (ii) Unrestricted Cash of the Borrowers and their Subsidiaries.


 






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“Consolidated Total
Indebtedness” means, as of any date of determination, an amount equal to (i) the aggregate principal amount of outstanding
Indebtedness of the Borrowers and their Subsidiaries as of such date consisting of (without duplication) Indebtedness for borrowed money
(including purchase money Indebtedness and unreimbursed outstanding drawn amounts under funded letters of credit; Capital Lease Obligations;
and debt obligations evidenced by bonds, debentures, notes or similar instruments, determined on a Consolidated basis in accordance with
GAAP (excluding items eliminated in Consolidation, and for the avoidance of doubt, excluding Swap Obligations) minus (ii) Unrestricted
Cash of the Borrowers and their Subsidiaries.


 


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


 


“Contribution Indebtedness”
means Indebtedness of any Borrower or any Subsidiary in an aggregate principal amount not greater than twice the aggregate amount of cash
contributions (other than Excluded Contributions, the proceeds from the issuance of Disqualified Stock or contributions by any Borrower
or any Subsidiary) made to the capital of such Borrower or such Subsidiary after the Closing Date (whether through the issuance or sale
of Equity Interests or otherwise); provided that such Contribution Indebtedness (a) is incurred within 180 days after the
receipt of the related cash contribution and (b) is so designated as Contribution Indebtedness pursuant to a certificate of a Responsible
Officer of the Lead Borrower on the date of incurrence thereof.


 


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


 


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


 


“Cost”
means the lower of cost or market value of Inventory, based upon the Borrowers’ accounting practices, known to the Agent, which
practices are in effect on the Closing Date or with any changes permitted hereunder as such calculated cost is determined from invoices
received by the Borrowers, the Borrowers’ purchase journals or the Borrowers’ stock ledger.


 


“Covenant Compliance
Event” means Excess Testing Availability at any time is less than or equal to ten percent (10%) of the Loan Cap. For purposes
hereof, the occurrence of a Covenant Compliance Event shall be deemed continuing at the Agent’s option until Excess Testing Availability
has exceeded ten percent (10%) of the Loan Cap for twenty (20) consecutive calendar days, in which case a Covenant Compliance Event shall
no longer be deemed to be continuing for purposes of this Agreement. The termination of a Covenant Compliance Event as provided herein
shall in no way limit, waive or delay the occurrence of a subsequent Covenant Compliance Event in the event that the conditions set forth
in this definition again arise.


 


“Credit Card Advance
Rate” means 90%.


 


“Credit Card Issuer”
means any person (other than a Borrower or other Loan Party) who issues or whose members issue credit cards, including, without limitation,
MasterCard or VISA bank credit or debit cards or other bank credit or debit cards issued through MasterCard International, Inc.,
Visa, U.S.A., Inc. or Visa International and American Express, Discover, Diners Club, Carte Blanche and other non-bank credit or
debit cards, including, without limitation, credit or debit cards issued by or through American Express Travel Related Services Company, Inc.,
and Novus Services, Inc. and other issuers approved by the Agent in its reasonable discretion.


 






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“Credit
Card Notifications” has the meaning specified in Section 6.11(a)(i).


 


“Credit Card Processor”
means any servicing or processing agent or any factor or financial intermediary who facilitates, services, processes or manages the credit
authorization, billing transfer and/or payment procedures with respect to any Borrower’s sales transactions involving credit card
or debit card purchases by customers using credit cards or debit cards issued by any Credit Card Issuer.


 


“Credit Card Receivables”
means each “Account” (as defined in the UCC) together with all income, payments and proceeds thereof, owed by a Credit Card
Issuer or Credit Card Processor to a Loan Party resulting from charges by a customer of a Loan Party on credit or debit cards issued by
such issuer in connection with the sale of goods by a Loan Party, or services performed by a Loan Party, in each case in the ordinary
course of its business.


 


“Credit
Card Notifications” has the meaning specified in Section 6.11(a)(i).


 


“Credit Extensions”
mean each of the following: (a) a Borrowing and (b) an L/C Credit Extension.


 


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


 


“Credit Party Expenses”
means, without limitation, (a) all reasonable and documented out-of-pocket expenses incurred by the Agent and its respective Affiliates,
in connection with this Agreement and the other Loan Documents, including without limitation (i) the reasonable fees, charges and
disbursements of (A) counsel for the Agent, (B) outside consultants for the Agent, (C) appraisers, (D) commercial
finance examinations, (E) imposed or incurred in connection with any background
checks or OFAC/PEP searches related to any Loan Party or its Subsidiaries, (F) with respect to photocopying, notarization, couriers
and messengers, telecommunication, public record searches, filing fees, recording fees, publication, real estate surveys, real estate
title policies and endorsements, and environmental audits and (EG)
all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the
Obligations, (ii) in connection with (A) the syndication of the credit facilities provided for herein (including
reasonable costs and expenses relative to the rating of any Loan, CUSIP, DXSyndicateTM, SyndTrak or other communication costs incurred
in connection with a syndication of the credit facilities), (B) the preparation, negotiation, administration, management,
execution and delivery of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof
(whether or not the transactions contemplated hereby or thereby shall be consummated), (C) the enforcement or protection of their
rights in connection with this Agreement or the Loan Documents or efforts to preserve, protect, collect, or enforce the Collateral, or
(D) any workout, restructuring or negotiations in respect of any Obligations, and (b) with respect to the L/C Issuer, and its
Affiliates, all reasonable out-of-pocket expenses incurred in connection with the issuance, amendment, renewal or extension of any Letter
of Credit or any demand for payment thereunder; and (c) all customary and reasonable and invoiced fees and charges (as adjusted from
time to time) of Agent with respect to the disbursement of funds (or the receipt of funds) to or for the account of Loan Parties (whether
by wire transfer or otherwise), together with any reasonable out-of-pocket costs and expenses incurred in connection therewith; and (d) all
reasonable and documented out-of-pocket expenses incurred by the Credit Parties who are not the Agent or the L/C Issuer, after the occurrence
and during the continuance of an Event of Default, provided that such Credit Parties shall be entitled to reimbursement for no
more than one counsel (plus any local counsel) representing the Agent and one counsel representing all other Credit Parties (absent
a conflict of interest in which case the Credit Parties may engage and be reimbursed for additional counsel).


 






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“Cure Amount”
has the meaning specified in Section 8.02.


 


“Cure Right”
has the meaning specified in Section 8.02.


 


“Customer Credit
Liabilities” means at any time, the aggregate remaining value at such time of (a) outstanding gift certificates and gift
cards of the Borrowers entitling the holder thereof to use all or a portion of the certificate or gift card to pay all or a portion of
the purchase price for any Inventory, (b) outstanding merchandise credits of the Borrowers, and (c) liabilities in connection
with frequent shopping programs of the Borrowers.


 


“Customer Deposits”
means at any time, the aggregate amount at such time of (a) deposits made by customers with respect to the purchase of goods or the
performance of services and (b) layaway obligations of the Borrowers.


 


“Customs Broker/Carrier
Agreement” means an agreement in form and substance satisfactory to the Agent among a Borrower, a customs broker, freight forwarder,
consolidator or carrier, and the Agent.


 


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


 


“DDA Notification”
has the meaning specified in Section 6.11(a)(ii).


 


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


 


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


 


“Default Rate”
means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate
plus (ii) the Applicable Margin, if any, applicable to Base Rate Loans, plus (iii) 2% per annum; provided, however, that with
respect to a LIBO RateSOFR
Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Margin) otherwise applicable to
such Loan plus 2% per annum and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Margin for Standby
Letters of Credit or Commercial Letters of Credit, as applicable, plus 2% per annum.


 


“Defaulting Lender”
means any Revolving Lender that (a) has failed to fund any portion of the Committed Revolving Loans, participations in L/C Obligations
or participations in Swing Line Loans required to be funded by it hereunder within three (3) Business Days of the date required to
be funded by it hereunder, (b) has otherwise failed to pay over to the Agent or any other Revolving Lender any other amount required
to be paid by it hereunder within three (3) Business Days of the date when due, (c) has failed or refused to abide by any of
its obligations under this Agreement, or (d) (i) has been
deemed insolvent or become the subject of a bankruptcy or insolvency proceeding or
(ii) becomes the subject of a Bail-In Action.


 






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“Designated Event
of Default” means any Event of Default under (a) Section 8.01(a) (solely with respect to the accuracy
of any Borrowing Base Certificate), 8.01(b), 8.01(c), 8.01(d) (solely with respect to failure to comply with
Section 6.04(h), 6.11 or 7.10) or 8.01(i), or (b) Section 8.01(d) (solely with
respect to failure to comply with Section 6.04(a), (b) or (c) at any time a Covenant Compliance Event
has occurred and is continuing or failure to comply with Section 6.04(a), (b) or (c) for the most recent reporting
period immediately prior to the occurrence of a Covenant Compliance Event).


 


“Designated Non-Cash
Consideration” means the fair market value of non-cash consideration received in connection with a Disposition pursuant to Section 7.05(i) that
is so designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Lead Borrower in form
and substance reasonably acceptable to the Agent, setting forth the basis of such valuation, which amount will be reduced by the fair
market value of the portion of the non-cash consideration converted to cash or cash equivalents within one hundred and eighty (180) days
following the consummation of the applicable Disposition.


 


“Disinterested Director”
means, with respect to any Person and transaction, a member of the board of directors of such Person who does not have any material direct
or indirect financial interest in or with respect to such transaction. A member of any such board of directors shall not be deemed to
have such a financial interest by reason of such member’s holding Equity Interests of such Person or any options, warrants or other
rights in respect of such Equity Interests.


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (whether in one transaction or in a series
of transactions, and including any sale and leaseback transaction and any sale, transfer, license or other disposition) of any property
(including, without limitation, any Equity Interests) by any Person (or the granting of any option or other right to do any of the foregoing),
including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights
and claims associated therewith.


 


“Disqualified Institution”
means (i) any person identified by the Lead Borrower to the Agent in writing by name that is or becomes an operating company competitor
of the Lead Borrower and/or any its Subsidiaries, (ii) any person that is identified by the Lead Borrower to the Agent in writing
by name on or prior to the First Amendment Effective Date; and (iii) any Affiliate of any person described in clauses (i) or
(ii) above that are either (x) reasonably identifiable solely on the basis of such Affiliate’s name or (y) identified
in writing by name by the Lead Borrower to the Agent from time to time, other than, with respect to this clause (iii), any bank, financial
institution or fund that regularly invests in commercial loans or similar extensions of credit in the ordinary course of business and
for which no personnel directly involved with the relevant Person (A) makes investment decisions or (B) has access to non-public
information relating to the Lead Borrower and/or its Subsidiaries; provided, that the Agent shall not have any duty to verify whether
such potential assignee or participant is a Disqualified Institution, nor shall the Agent incur any liability as a result of an assignment
or the granting of a participation to any Disqualified Institution. Any such written notice shall become effective two Business Days after
delivery to the Agent, and shall not apply retroactively to disqualify the transfer of an interest in the Loans and Commitments in accordance
that was effective prior to the effective date of such notice.


 






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“Disqualified Stock”
means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable,
in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable (other than
solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof (other than solely for Qualified Equity Interests), in whole or in part, on or prior to the date that is ninety-one (91) days
after the date on which the Loans and all other Obligations (other than Obligations in respect of Bank Products, Cash Management Services
and contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted)
are paid in full; provided, however, that (i) only the portion of such Equity Interests which so matures or is mandatorily
redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed
to be Disqualified Stock and (ii) with respect to any Equity Interests issued to any employee or to any plan for the benefit of employees
of the Lead Borrower or its Subsidiaries or by any such plan to such employees or other eligible service providers, such Equity Interest
shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Lead Borrower or one of its Subsidiaries
in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, resignation, death
or disability and if any class of Equity Interest of such Person that by its terms authorizes such Person to satisfy its obligations thereunder
by delivery of an Equity Interest that is not Disqualified Stock, such Equity Interests shall not be deemed to be Disqualified Stock.
Notwithstanding the preceding sentence, any Equity Interest that would constitute Disqualified Stock solely because the holders thereof
have the right to require a Loan Party to repurchase such Equity Interest upon the occurrence of a change of control or an asset sale
shall not constitute Disqualified Stock. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Agreement
will be the maximum amount that the Lead Borrower and its Subsidiaries may become obligated to pay upon maturity of, or pursuant to any
mandatory redemption provisions of, such Disqualified Stock or portion thereof, plus accrued dividends.


 


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


 


“Domestic Subsidiary”
means any Subsidiary of a Borrower other than a Foreign Subsidiary.


 


“Early
Opt-in Election” means the occurrence of: (i) a determination by the Agent or (ii) a notification
by the Required Lenders to the Agent (with a copy to the Borrower) that the Required Lenders have determined that U.S. dollar-denominated
syndicated credit facilities being executed at such time, or that include language similar to that contained in Section 1.09, are
being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace LIBOR, and (i) the election
by the Agent, in consultation with the Borrower, or (ii) the election by the Required Lenders to declare that an Early Opt-in Election
has occurred and the provision, as applicable, by the Agent of written notice of such election to the Lead Borrower and the Lenders or
by the Required Lenders of written notice of such election to the Agent.


 


“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, United Kingdom, Iceland, Liechtenstein,
and Norway.


 


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


 


“Eligible Assignee”
means (a) a Lender or any of its Affiliates; (b) in the case of an assignment of a Revolving Commitment, a bank, insurance company,
or company engaged in the business of making commercial loans, which Person, together with its Affiliates, has a combined capital and
surplus in excess of $250,000,000; (c) an Approved Fund; (d) any Person to whom a Credit Party assigns its rights and obligations
under this Agreement as part of an assignment and transfer of such Credit Party’s rights in and to a material portion of such Credit
Party’s portfolio of asset based credit facilities, and (e) any other Person (other than a
natural person or any holding company, investment vehicle or trust for, or owned or operated for the primary benefit of, a
natural person) approved by (i) the Agent, the L/C Issuer and the Swing Line Lender, and (ii) unless an Event of Default has
occurred and is continuing, the Lead Borrower (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding
the foregoing, “Eligible Assignee” shall not include (A) a Loan Party or any of the Loan Parties’ Affiliates
or Subsidiaries or,
(B) any Disqualified Institution, or (C) a Defaulting Lender.


 






    -24-


     


    

 


“Eligible Cash on
Hand” means cash or Permitted Cash Equivalent Investments owned by a Borrower, which are (a) available for use by a Borrower,
without condition or restriction (other than in favor of Agent), (b) free and clear of any pledge or other Lien (other than (i) in
favor of Agent, (ii) Liens permitted pursuant to Section 7.02(c) hereof, and (iii) in favor of the securities
intermediary or depository bank where the investment account or deposit account referred to below is maintained for its customary fees
and charges), (c) subject to the first priority perfected security interest of Agent (subject to the Liens of the securities intermediary
or depository bank where the investment account or deposit account referred to below is maintained for its customary fees and charges),
(d) in an investment account or deposit account specifically and solely used for purposes of holding such cash or Permitted Cash
Equivalent Investments and which account is subject to a Blocked Account Agreement, and (e) for which Agent shall have received a
certificate from the Lead Borrower evidencing the amount of such cash or cash equivalents held in such investment account as of the applicable
date of the calculation.


 


“Eligible Credit
Card Receivables” means at the time of any determination thereof, each Credit Card Receivable that satisfies the following criteria
at the time of creation and continues to meet the same at the time of such determination: such Credit Card Receivable (i) has been
earned by performance and represents the bona fide amounts due to a Borrower from a Credit Card Issuer or Credit Card Processor, and in
each case originated in the ordinary course of business of such Borrower, and (ii) in each case is acceptable to the Agent in its
Permitted Discretion, and is not ineligible for inclusion in the calculation of the Borrowing Base pursuant to any of clauses (a) through
(j) below. Without limiting the foregoing, to qualify as an Eligible Credit Card Receivable, such Credit Card Receivable shall indicate
no Person other than a Borrower as payee or remittance party. In determining the amount to be so included, the face amount of such Credit
Card Receivable shall 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 Borrower may be obligated to rebate to a customer, a Credit Card Issuer or Credit Card Processor
pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in
respect of such Credit Card Receivable but not yet applied by the Loan Parties to reduce the amount of such Credit Card Receivable. Except
as otherwise agreed by the Agent, any Credit Card Receivable included within any of the following categories shall not constitute an Eligible
Credit Card Receivable:


 


(a)            Credit
Card Receivables which do not constitute a “payment intangible” (as defined in the UCC);


 


(b)            Credit
Card Receivables that have been outstanding for more than six (6) Business Days from the date of sale;


 


(c)            Credit
Card Receivables (i) that are not subject to a perfected first priority and exclusive Lien in favor of the Agent, or (ii) with
respect to which a Borrower does not have good, valid and marketable title thereto, free and clear of any Lien (in each case, other than
(1) Liens granted to the Agent pursuant to the Security Documents, (2) Liens granted to the Term Loan Agent pursuant to the
Term Loan Documents, Liens securing any Pari Passu Indebtedness (as defined in the Term Loan Agreement as in effect on the First Amendment
Effective Date) and, in each case, are subject to the Intercreditor Agreement, (3) Liens permitted under Section 7.02(c) for
which the Agent has established Reserves and (4) Permitted Encumbrances which are junior in priority to the Liens in favor of the
Agent for which the Agent has established Reserves in its Permitted Discretion);


 






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(d)            Credit
Card Receivables which are disputed, are with recourse, or with respect to which a claim, counterclaim, offset or chargeback has been
asserted (to the extent of such claim, counterclaim, offset or chargeback);


 


(e)            Credit
Card Receivables as to which the Credit Card Issuer or Credit Card Processor has the right under certain circumstances to require a Loan
Party to repurchase the Credit Card Receivables from such Credit Card Issuer or Credit Card Processor;


 


(f)            Credit
Card Receivables due from Credit Card Issuer or Credit Card Processor of the applicable credit card which is the subject of any bankruptcy
or insolvency proceedings;


 


(g)            Credit
Card Receivables which are not a valid, legally enforceable obligation of the applicable Credit Card Issuer or Credit Card Processor with
respect thereto;


 


(h)            Credit
Card Receivables which do not conform to all representations, warranties or other provisions in the Loan Documents relating to Credit
Card Receivables;


 


(i)            Credit
Card Receivables which are evidenced by “chattel paper” or an “instrument” of any kind unless, to the extent required
under the Security Agreement, such “chattel paper” or “instrument” is in the possession of the Agent, and to the
extent necessary or appropriate, endorsed to the Agent; or


 


(j)            Credit
Card Receivables which the Agent determines in its Permitted Discretion to be uncertain of collection or which do not meet such other
reasonable eligibility criteria for Credit Card Receivables as the Agent may determine in its Permitted Discretion.


 


“Eligible In-Transit
Inventory” means, as of any date of determination thereof, without duplication of other Eligible Inventory, items of In-Transit
Inventory deemed by the Agent in its Permitted Discretion to be eligible for inclusion in the calculation of the Borrowing Base which
will, subject to the proviso, include the In-Transit Inventory which meets each of the following criteria:


 


(a)            which
has been shipped from a foreign port (FOB shipping point) for receipt by a Borrower, but which has not yet been delivered to such Borrower,
which In-Transit Inventory has been in transit for sixty (60) days or less from the date of shipment of such Inventory;


 


(b)            for
which the purchase order is in the name of a Borrower and title and risk of loss has passed to such Borrower;


 


(c)            for
which an Acceptable Document of Title or Acceptable Transport Document has been issued, and in each case as to which the Agent has control
(as defined in the UCC) over the documents of title which evidence ownership of the subject Inventory (such as, if requested by the Agent,
by the delivery of a Customs Broker/Carrier Agreement);


 


(d)            which
is insured to the reasonable satisfaction of the Agent (including, without limitation, marine cargo insurance);


 






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(e)            the
Foreign Vendor with respect to such In-Transit Inventory is an Approved Foreign Vendor; and


 


(f)            which
otherwise would constitute Eligible Inventory;


 


provided that the Agent may,
in its Permitted Discretion, exclude any particular Inventory from the definition of “Eligible In-Transit Inventory”
in the event the Agent reasonably determines that such Inventory is subject to any Person’s right of reclamation, repudiation, stoppage in
transit or any event has occurred or is reasonably anticipated by the Agent to arise which may otherwise adversely impact the ability
of the Agent to realize upon such Inventory.


 


“Eligible Inventory”
means, as of the date of determination thereof, without duplication, (i) Eligible In-Transit Inventory, and (ii) items of Inventory
of a Borrower that are finished goods, merchantable and readily saleable to the public in the ordinary course of the Borrowers’
business and deemed by the Agent in its Permitted Discretion to be eligible for inclusion in the calculation of the Borrowing Base, except
as otherwise agreed by the Agent, (A) complies with each of the representations and warranties respecting Inventory made by the Borrowers
in the Loan Documents, and (B) is not excluded as ineligible by virtue of one or more of the criteria set forth below. Except as
otherwise agreed by the Agent, in its discretion, the following items of Inventory shall not be included in Eligible Inventory:


 


(a)            Inventory
that is not solely owned by a Borrower or a Borrower does not have good and valid title thereto;


 


(b)            Inventory
that is leased by or is on consignment to a Borrower or which is consigned by a Borrower to a Person which is not a Loan Party;


 


(c)            Inventory
(other than Eligible In-Transit Inventory) that is not located in the United States of America (excluding territories or possessions of
the United States);


 


(d)            Inventory
that is not located at a location that is owned or leased by a Borrower, except (i) Inventory in transit between such owned or leased
locations or locations which meet the criteria set forth in clause (ii) below, or (ii) to the extent that the Borrowers have
furnished the Agent with (A) any UCC financing statements or other documents that the Agent may determine to be necessary to perfect
its security interest in such Inventory at such location, and (B) a Collateral Access Agreement executed by the Person owning any
such location on terms reasonably acceptable to the Agent, or, with respect to Inventory located at third party-operated warehouses located
in the United States of America (excluding territories or possessions of the United States) where the Loan Parties’ obligations
to such third party operator are subject to a use and occupancy arrangement under which there is a monthly fee charged for such usage,
to the extent, the Borrowers have used commercially reasonable efforts to deliver any such Collateral Access Agreements and are unable
to do so, and the Agent has implemented Reserves for such location in its Permitted Discretion (which, for the avoidance of doubt, shall
consist of two (2) months of rent and shall consist of three (3) months for all other usage amounts due to such third party
operator, plus all unpaid rent or usage fees due and payable at the time such Reserve is established;


 


(e)            Inventory
that is located: (i) in a distribution center or warehouse leased by a Borrower unless the applicable lessor has delivered to the
Agent a Collateral Access Agreement or, to the extent the Borrowers have used commercially reasonable efforts to deliver any such Collateral
Access Agreements and are unable to do so, the Agent has implemented Reserves for such location in the amount of two (2) months’
rent, plus all unpaid rent fees due and payable at the time such Reserve is established, or (ii) at any leased location in
a Landlord Lien State unless the applicable lessor has delivered to the Agent a Collateral Access Agreement or the Agent has implemented
Reserves for such location;


 






    -27-


     


    

 


(f)            Inventory
that is comprised of goods which (i) are damaged, defective, “seconds,” or otherwise unmerchantable, (ii) are to
be returned to the vendor, (iii) are obsolete or slow moving (i.e. beyond what was recognized on the most recent appraisal delivered
to the Agent hereunder), or custom items, work in process, raw materials, or that constitute samples, spare parts, promotional, marketing,
labels, bags and other packaging and shipping materials or supplies used or consumed in a Borrower’s business, (iv) are seasonal
in nature and which have been packed away for sale in the subsequent season, (v) are not in compliance with all standards imposed
by any Governmental Authority having regulatory authority over such Inventory, its use or sale, or (vi) are bill and hold goods;


 


(g)            Inventory
that is not subject to a perfected first priority and exclusive Lien in favor of the Agent (other than (1) Liens granted to the Agent
pursuant to the Security Documents, (2) Liens granted to the Term Loan Agent pursuant to the Term Loan Documents, Liens securing
any Pari Passu Indebtedness (as defined in the Term Loan Agreement as in effect on the First Amendment Effective Date) and, in each case,
are subject to the Intercreditor Agreement, (3) Liens permitted under Section 7.02(c) for which the Agent has established
Reserves and (4) Permitted Encumbrances which are junior in priority to the Liens in favor of the Agent for which the Agent has established
Reserves in its Permitted Discretion);


 


(h)            Inventory
that is not insured in compliance with the provisions of Section 6.02 hereof;


 


(i)            to
the extent not reserved for as a customer deposit, Inventory that has been sold but not yet delivered or as to which a Borrower has
accepted a deposit;


 


(j)            Inventory
that is subject to any licensing, patent, royalty, trademark, trade name or copyright agreement with any third party from which any Borrower
or any of its Subsidiaries has received notice of a dispute in respect of any such agreement; or


 


(k)            Inventory
acquired in a Permitted Business Acquisition or which is not of the type usually sold in the ordinary course of the Borrowers’ business,
unless and until the Agent has completed or received (A) an appraisal of such Inventory from appraisers satisfactory to the Agent
and establishes an advance rate therefor and Inventory Reserves (if applicable) therefor, and otherwise agrees that such Inventory shall
be deemed Eligible Inventory, and (B) such other due diligence as the Agent may require, all of the results of the foregoing to be
reasonably satisfactory to the Agent; provided that (1) as long as the Lead Borrower reasonably cooperates with the Agent
in connection with the completion of such due diligence and all other eligibility criteria are satisfied with respect to such Inventory,
seventy-five percent (75%) of the Cost of such Inventory shall be deemed Eligible Inventory pending the completion of such due diligence,
and (2) as long as the Lead Borrower reasonably cooperates with the Agent in connection with the completion of such due diligence,
if such due diligence is not completed within ninety (90) days after the date of the Permitted Business Acquisition, as long as all other
eligibility criteria are satisfied with respect to such Inventory, 100% of the Cost of such Inventory shall be deemed Eligible Inventory
until such time as the due diligence shall be completed.


 






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“Eligible Letter
of Credit” means an irrevocable standby letter of credit issued by a bank organized within the United States and reasonably
acceptable to Agent which shall:


 


(a)            be
in the physical possession of the Agent;


 


(b)            be
for the account of a Borrower and name the Agent as beneficiary;


 


(c)            have
an initial term of not less than one hundred and twenty (120) days, automatically renewable for consecutive periods of not less than one
hundred eighty (180) days each, and have a final expiry of no sooner than thirty (30) days after the Maturity Date, or otherwise acceptable
to the Agent;


 


(d)            provide
for multiple draws, or otherwise acceptable to the Agent; and


 


(e)            otherwise
be in form and substance and have terms and conditions reasonably acceptable to the Agent as determined in the Agent’s reasonable
discretion.


 


“Eligible On-Hand
Inventory” means all Eligible Inventory other than Eligible In-Transit Inventory.


 


“Eligible Trade Receivables”
means Accounts deemed by the Agent in its Permitted Discretion to be eligible for inclusion in the calculation of the Borrowing Base arising
from the sale of the Borrowers’ Inventory (other than those consisting of Credit Card Receivables) that satisfies the following
criteria at the time of creation and continues to meet the same at the time of such determination: such Account (i) has been earned
by performance and represents the bona fide amounts due to a Borrower from an account debtor, and in each case originated in the ordinary
course of business of such Borrower, and (ii) in each case is acceptable to the Agent in its Permitted Discretion, and is not ineligible
for inclusion in the calculation of the Borrowing Base pursuant to any of clauses (a) through (v) below. Without limiting the
foregoing, to qualify as an Eligible Trade Receivable, an Account shall indicate no Person other than a Borrower as payee or remittance
party. In determining the amount to be so included, the face amount of an Account shall 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 Borrower may be obligated to rebate
to a customer pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash
received in respect of such Account but not yet applied by the Borrowers to reduce the amount of such Eligible Trade Receivable. Except
as otherwise agreed by the Agent, any Account included within any of the following categories shall not constitute an Eligible Trade Receivable:


 


(a)            Accounts
that are not evidenced by an invoice;


 


(b)            Accounts
that have been outstanding for more than ninety (90) days from the date of sale or more than sixty (60) days past the due date;


 


(c)            Accounts
due from any account debtor which is obligated on any accounts described in clause (b), above.


 


(d)            from
and after the time when Eligible Trade Receivables first equal the greater of $5,000,000 and five percent (5%) of the Borrowing Base,
the aggregate amount of Accounts owed by an account debtor and/or its Affiliates exceed such percentage as may be established by the Agent
in its Permitted Discretion from time to time for any account debtor (but the portion of the Accounts not in excess of the applicable
percentages may be deemed Eligible Trade Receivables, in the Agent’s Permitted Discretion);


 






    -29-


     


    

 


(e)            Accounts
(i) that are not subject to a perfected first priority and exclusive Lien in favor of the Agent, (ii) with respect to which
a Borrower does not have good, valid and marketable title thereto, free and clear of any Lien (other than (1) Liens granted to the
Agent pursuant to the Security Documents, (2) Liens granted to the Term Loan Agent pursuant to the Term Loan Documents, Liens securing
any Pari Passu Indebtedness (as defined in the Term Loan Agreement as in effect on the First Amendment Effective Date) and, in each case,
are subject to the Intercreditor Agreement, (3) Liens permitted under Section 7.02(c) for which the Agent has established
Reserves and (4) Permitted Encumbrances which are junior in priority to the Liens in favor of the Agent for which the Agent has established
Reserves in its Permitted Discretion), or (iii) that have been sold to CIT, or on which CIT has a Lien, pursuant to the terms of
the CIT Deferred Purchase Factoring Agreement;


 


(f)            Accounts
which are disputed or with respect to which a claim, counterclaim, offset or chargeback has been asserted, but only to the extent of such
dispute, counterclaim, offset or chargeback;


 


(g)            Accounts
which arise out of any sale made not in the ordinary course of business, made on a basis other than upon credit terms usual to the business
of the Borrowers or are not payable in Dollars;


 


(h)            Accounts
which are owed by any account debtor whose principal place of business is not within the continental United States;


 


(i)            Accounts
which are owed by any Affiliate or any employee of a Loan Party;


 


(j)            Accounts
for which all consents, approvals or authorizations of, or registrations or declarations with any Governmental Authority required to be
obtained, effected or given in connection with the performance of such Account by the account debtor or in connection with the enforcement
of such Account by the Agent have not been duly obtained, effected
or given and are not in full force and effect;


 


(k)            Accounts
due from an account debtor which is the subject of any bankruptcy or insolvency proceeding, has had a trustee or receiver appointed for
all or a substantial part of its property, has made an assignment for the benefit of creditors or has suspended its business;


 


(l)            Accounts
due from any Governmental Authority except to the extent that the subject account debtor is the federal government of the United States
of America and has complied with the Federal Assignment of Claims Act of 1940 and any similar state legislation;


 


(m)            Accounts
(i) owing from any Person that is also a supplier to or creditor of a Loan Party or any of its Subsidiaries unless such Person has
waived any right of setoff in a manner acceptable to the Agent or (ii) representing any manufacturer’s or supplier’s
credits, discounts, incentive plans or similar arrangements entitling a Loan Party or any of its Subsidiaries to discounts on future purchase
therefrom;


 


(n)            Accounts
arising out of sales on a bill-and-hold, guaranteed sale, sale-or-return, sale on approval or consignment basis or subject to any right
of return, set off or charge back;


 


(o)            Accounts
arising out of sales to account debtors outside the United States unless such Accounts are fully backed by an irrevocable letter of credit
on terms, and issued by a financial institution, acceptable to the Agent and such irrevocable letter of credit is in the possession of
the Agent;


 






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(p)            ReservedAccounts
with respect to which the Account Debtor is a Sanctioned Person or Sanctioned Entity;


 


(q)            Accounts
evidenced by a promissory note or other instrument;


 


(r)            Accounts
consisting of amounts due from vendors as rebates or allowances;


 


(s)            Accounts
which are in excess of the credit limit for such account debtor established by the Borrowers in the ordinary course of business and consistent
with past practices;


 


(t)            Accounts
which include extended payment terms (datings) beyond those generally furnished to other account debtors in the ordinary course of business;


 


(u)            Accounts
which constitute Credit Card Receivables;


 


(v)            Accounts
which the Agent determines in its Permitted Discretion to be unacceptable for borrowing; and


 


(w)            all
Accounts owed by an account debtor and/or its Affiliates that have outstanding Accounts sold to CIT, or on which CIT has a Lien, pursuant
to the terms of the CIT Deferred Purchase Factoring Agreement.


 


“Enforcement Action”
means the exercise by the Agent in good faith of any of its enforcement rights and remedies as a secured creditor hereunder or under the
other Loan Documents, applicable law or otherwise at any time upon the occurrence and during the continuance of an Event of Default (including,
without limitation, the solicitation of bids from third parties to conduct the liquidation of the Collateral, the engagement or retention
of sales brokers, marketing agents, investment bankers, accountants, appraisers, auctioneers or other third parties for the purposes of
valuing, marketing, promoting and selling the Collateral, the commencement of any action to foreclose on the security interests or Liens
of Agent in or on all or any material portion of the Collateral, notification of account debtors to make payments to the Agent, any action
to take possession of all or any portion of the Collateral or commencement of any legal proceedings or actions against or with respect
to all or any portion of the Collateral, but excluding, for the avoidance of doubt, notification from the Agent pursuant to a Blocked
Account Agreement upon the occurrence of a Cash Dominion Event).


 


“Environmental Costs”
means any and all costs or expenses (including attorney’s and consultant’s fees, investigation and laboratory fees, response
costs, court costs and litigation expenses, fines, penalties, damages, settlement payments, judgments and awards), of whatever kind or
nature, known or unknown, contingent or otherwise, arising out of, or in any way relating to, any actual or alleged violation of, noncompliance
with or liability under any Environmental Laws. Environmental Costs include any and all of the foregoing, without regard to whether they
arise out of or are related to any past, pending or threatened proceeding of any kind.


 


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


 






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


 


“Environmental Permits”
means any and all permits, licenses, registrations, notifications, exemptions and any other authorization required under any Environmental
Law.


 


“Equipment”
has the meaning specified in the UCC.


 


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


 


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


 


“Erroneous
Payment” has the meaning specified therefor in Section 10.28.


 


“Erroneous
Payment Deficiency Assignment” has the meaning specified therefor in Section 10.28.


 


“Erroneous
Payment Impacted Loans” has the meaning specified therefor in Section 10.28.


 


“Erroneous
Payment Return Deficiency” has the meaning specified therefor in Section 10.28.


 


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


 


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


 


“Excess Testing Availability”
means, as of any date of determination thereof by the Agent, the result, if a positive number, of:


 


(a)            the
Borrowing Base (provided that this clause (a) shall not exceed 102.5% of the Aggregate Revolving Commitments),


 


minus


 


(b)            the
Total Outstandings.


 






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“Excluded Contribution”
means Net Proceeds, or the fair market value of property or assets, received by the Lead Borrower as capital contributions to the Lead
Borrower after the Closing Date or from the issuance or sale (other than to a Subsidiary) of Equity Interests (other than Disqualified
Stock) of the Lead Borrower, in each case to the extent designated as an Excluded Contribution pursuant to a certificate of a Responsible
Officer of the Lead Borrower.


 


“Excluded Subsidiary”
means, at any date of determination, any Subsidiary of a Borrower:


 


(a)            that
is an Immaterial Subsidiary;


 


(b)            that
is prohibited by Requirement of Law or Contractual Obligations existing on the Closing Date (or, in the case of any newly acquired Subsidiary,
in existence at the time of acquisition but not entered into in contemplation thereof) from Guaranteeing the Obligations or if Guaranteeing
the Obligations would require governmental (including regulatory) consent, approval, license or authorization unless such consent, approval,
license or authorization has been received;


 


(c)            with
respect to which the Lead Borrower and the Agent reasonably agree that the burden or cost or other consequences of providing a guarantee
of the Obligations shall be excessive in view of the benefits to be obtained by the Lenders therefrom;


 


(d)            with
respect to which the provision of such guarantee of the Obligations would result in material adverse tax consequences to any Borrower
or any of its Subsidiaries (as reasonably determined by the Lead Borrower and notified in writing to the Agent by the Lead Borrower);


 


(e)            that
is a Subsidiary of a Foreign Subsidiary;


 


(f)            that
is a joint venture or non-wholly owned Subsidiary;


 


(g)            that
is an Unrestricted Subsidiary;


 


(h)            that
is a Captive Insurance Subsidiary;


 


(i)            that
is a Subsidiary formed solely for the purpose of (x) becoming a Parent Entity, or (y) merging with a Borrower or any Parent
Entity in connection with another Subsidiary becoming a Parent Entity, in each case to the extent such entity becomes a Parent Entity
or is merged with a Borrower or any Parent Entity within 60 days of the formation thereof, or otherwise creating or forming a Parent Entity;
or


 


(j)            that
is a not for profit Subsidiary;


 


provided that, notwithstanding the foregoing,
any Subsidiary that Guarantees the payment of the Term Loan Agreement shall not be an Excluded Subsidiary.


 


Subject to the proviso in
the preceding sentence, any Subsidiary that fails to meet the foregoing requirements as of the last day of the period of the most recent
four consecutive Fiscal Quarters for which Required Financial Statements have been provided as required hereunder shall continue to be
deemed an Excluded Subsidiary hereunder until the date that is 60 days following the date on which such annual or quarterly financial
statements were required to be delivered pursuant to Section 6.04 with respect to such period. If reasonably requested by
the Agent, the Lead Borrower shall provide to the Agent a list of all Excluded Subsidiaries promptly following such request.


 






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“Excluded Swap Obligation”
means any Swap Obligation that arises from any guaranty or collateral pledge with respect to the Obligations that becomes impermissible
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 Guarantor’s failure for any reason to constitute an “eligible contract participant”
as defined in the Commodity Exchange Act at the time this Guaranty becomes effective with respect to such related Swap Obligation. If
a Swap Obligation arises under a master agreement governing more than one (1) swap, such exclusion shall apply only to the portion
of such Swap Obligation that is attributable to swaps for which such guaranty or collateral pledge becomes illegal.


 


“Excluded Taxes”
means, with respect to the Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any
obligation of the Loan Parties hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise
taxes imposed on it (in lieu of net income 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) any branch profits taxes imposed
by the United States or any similar tax imposed by any other jurisdiction in which any Loan Party is located, (c) in the case of
a Foreign Lender, (i) any withholding tax that is imposed on amounts payable to such Foreign Lender (A) at the time such Foreign
Lender becomes a party hereto (other than as an assignee pursuant to a request by the Lead Borrower under Section 10.13) or
(B) designates a new Lending Office, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the
time of designation of a new Lending Office (or assignment), to receive additional amounts from the Loan Parties with respect to such
withholding tax pursuant to Section 3.01(a) or (ii) is attributable to such Foreign Lender’s failure or inability
(other than as a result of a Change in Law) to comply with Section 3.01(e), and (d) any U.S. federal, state or local
backup withholding tax, and (e) any U.S. federal withholding tax imposed under FATCA.


 


“Executive Order”
has the meaning set forth in Section 10.18.


 


“Existing Credit
Agreement” has the meaning specified in the introductory paragraph hereto.


 


“Existing Indebtedness”
means all obligations under the Existing Credit Agreement and all obligations under the Existing Term Loan Agreement and the documents
executed in connection therewith.


 


“Existing Letters
of Credit” means those letters of credit referenced on Schedule 1.04 attached hereto.


 


“Existing Term Loan
Agreement” means that certain Credit Agreement, dated as of May 1, 2013, among the Lead Borrower, Borrower Holdco, the
GCI Capital Markets LLC and the lenders party thereto.


 


“Exiting Lender”
means each “Lender” (as defined in the Existing Credit Agreement) without any Commitment hereunder.


 


“Extended Revolving
Commitment” has the meaning specified in Section 2.16(a).


 


“Extension”
has the meaning specified in Section 2.16(a).


 


“Extension Amendment”
has the meaning specified in Section 2.16(c).


 






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“Extension Offer”
has the meaning specified in Section 2.16(a).


 


“Extraordinary Receipt”
means any cash received by or paid to or for the account of any Person not in the ordinary course of business, including tax refunds,
pension plan reversions, proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute
compensation for lost earnings), condemnation awards (and payments in lieu thereof), indemnity payments and any purchase price adjustments.


 


“Facility Guaranty”
means the Amended and Restated Guarantee dated as of the Closing Date made by the Guarantors in favor of the Agent and the other Credit
Parties, in form reasonably satisfactory to the Agent, as the same now exists or may hereafter be amended, modified, supplemented, renewed,
restated or replaced (including, without limitation, through any joinder agreements).


 


“Factored Receivables”
means any Accounts originally owed or owing by a Loan Party to another Person which have been purchased by or factored with Wells Fargo
or any of its Affiliates pursuant to a factoring arrangement or otherwise with the Person that sold the goods or rendered the services
to the Loan Party which gave rise to such Account.


 


“FATCA”
means current Section 1471 through 1474 of the Code or any amended version or successor provision that is substantively similar to
and, in each case, any regulations promulgated thereunder and any interpretation and other guidance issued in connection therewith, any
agreements entered into pursuant to Section 1471(b) of the Code, any intergovernmental agreements entered into in connection
with any of the foregoing and any fiscal or regulatory legislation, rules or practices adopted pursuant to any such intergovernmental
agreement, treaty or convention.


 


“FCA”
has the meaning specified in Section 3.03.


 


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


 


“Federal Funds Rate”
means, for any dayperiod,
thea fluctuating interest
rate per annum equal to, for each day during such period, the weighted
average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged
by federal funds brokers on such day, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York on the Business Day next succeeding
such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for
such day shall be such rate on such transactions on the next preceding Business Day as,
or, if such rate is not so published on the next succeedingfor
any day which is a Business Day, and (b) if no such rate is so published on such next
succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple
of 1/100 of 1%) charged to Wells Fargo onthe average of the
quotations for such day on such transactions as determinedreceived
by the Agent.


 


“
from three Federal Reserve Bank
of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org,
or any successor sourcefunds brokers of recognized standing
selected by it (and, if any such rate is below zero, then the rate determined pursuant to this definition shall be deemed to be zero).


 


“Fee Letter”
means collectively, (i) the amended and restated fee letter agreement, dated September 19, 2016, among the Lead Borrower, the
Agent and Wells Fargo Securities, LLC and,
(ii) the First Amendment Fee Letter, and (iii) the Second
Amendment Fee Letter.


 


“Financial Performance
Covenant” shall mean the covenant set forth in Section 7.10.


 






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“First Amendment”
means that certain Amendment No. 1 to Amended and Restated Credit Agreement and Amendment No. 1 to Amended and Restated Security
Agreement, dated as of February 14, 2020, among Borrower Holdco, the Borrowers, the other Loan Parties party thereto, the Agent and
the Lenders party thereto.


 


“First Amendment
Effective Date” means the date on which all of the conditions contained in Section 5 of the First Amendment have been satisfied
or waived.


 


“First Amendment
Fee Letter” means the fee letter agreement, dated as of the First Amendment Effective Date, among the Borrowers and the Agent
..


 


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


 


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


 


“Fiscal Year”
means any period of twelve (12) consecutive months ending on the last Thursday of any calendar year.


 


“Fixed GAAP Date”
means the Closing Date, provided that at any time after the Closing Date, the Lead Borrower may by written notice to the Agent
elect to change the Fixed GAAP Date to be the date specified in such notice, and upon such notice, the Fixed GAAP Date shall be such date
for all periods beginning on and after the date specified in such notice.


 


“Fixed GAAP Terms”
means (a) the definitions of the terms “Borrowing Base”, “Capital Expenditures”, “Capital
Lease Obligation”, “Consolidated EBITDA”, “Consolidated First Lien Indebtedness”, “Consolidated
First Lien Leverage Ratio”, “Consolidated Interest Charges”, “Consolidated Net Income”,
 “Consolidated Secured Indebtedness”, “Foreign Borrowing Base”, “Secured Leverage Ratio”,
 “Consolidated Total Assets”, “Consolidated Total Indebtedness”, “Total Leverage Ratio”,
 “Consolidated” or “Inventory”, (b) all defined terms in this Agreement to the extent
used in or relating to any of the foregoing definitions, and all ratios and computations based on any of the foregoing definitions, and
(c) any other term or provision of this Agreement or the Loan Documents that, at the Lead Borrower’s election, may be
specified by the Lead Borrower by written notice to the Agent from time to time.


 


“Flood Insurance
Laws” means collectively, (i) the National Flood Insurance Reform Act of 1994 (which comprehensively revised the National
Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto,
(ii) the Flood Disaster Reform Act of 2004 as now or hereafter in effect or any successor statute thereto, and (iii) the Biggert-Waters
Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.


 


“Floor”
means a rate of interest equal to zero percent (0.00%).


 


“Foreign Asset Control
Regulations” has the meaning specified in Section 10.18.


 


“Foreign Borrowing
Base” means the sum of (1) 92.50% of the net ordinary liquidation value of inventory held by the Borrowers’ Foreign
Subsidiaries, (2) 90.00% of all Receivables of the Borrowers’ Foreign Subsidiaries, and (3) Unrestricted Cash of the Borrowers’
Foreign Subsidiaries (in each case, determined as of the end of the most recently ended fiscal month for which internal consolidated financial
statements of the Borrowers are available, and, in the case of any determination relating to any incurrence of Indebtedness, on a pro
forma basis including (x) any property or assets of a type described above acquired since the end of such fiscal month and (y) any
property or assets of a type described above being acquired in connection therewith).


 






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“Foreign Lender”
means any Lender that is organized under the laws of a jurisdiction other than that in which the Lead Borrower is organized. For purposes
of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.


 


“Foreign Pension
Plan” means a registered pension plan which is subject to applicable pension legislation other than ERISA or the Code, which
any Loan Party or any Subsidiary sponsors or maintains, or to which it makes or is obligated to make contributions.


 


“Foreign Plan”
means each Foreign Pension Plan, deferred compensation or other retirement or superannuation plan, fund, program, agreement, commitment
or arrangement whether oral or written, funded or unfunded, sponsored, established, maintained or contributed to, or required to be contributed
to, or with respect to which any liability is borne, outside the United States of America, by any Loan Party or any of its Subsidiaries,
other than any such plan, fund, program, agreement or arrangement sponsored by a Governmental Authority.


 


“Foreign Subsidiary”
means any Subsidiary of a Borrower (a) that is organized under the laws of any jurisdiction outside of the United States of
America and any Subsidiary of such Foreign Subsidiary or (b) that is a Foreign Subsidiary Holdco. Any subsidiary of a Borrower
which is organized and existing under the laws of Puerto Rico or any other territory of the United States of America shall be a Foreign
Subsidiary.


 


“Foreign Subsidiary
Holdco” means any Subsidiary of a Borrower, so long as such Subsidiary has no material assets other than securities or indebtedness
of one or more Foreign Subsidiaries (or Subsidiaries thereof). Any Subsidiary which is a Foreign Subsidiary Holdco that fails to meet
the foregoing requirements as of any date of determination shall continue to be deemed a “Foreign Subsidiary Holdco”
hereunder until the date that is 60 days following such date (or such later date as the Agent may reasonably agree).


 


“Foreign Vendor”
means a Person that sells In-Transit Inventory to a Borrower.


 


“Foreign Vendor Agreement”
means an agreement between a Foreign Vendor and the Agent in form and substance reasonably satisfactory to the Agent and pursuant to which,
among other things, the parties shall agree upon their relative rights with respect to In-Transit Inventory of a Borrower purchased from
such Foreign Vendor.


 


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


 


“Fronting Fee”
has the meaning specified in Section 2.03(j).


 


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


 


“GAAP”
means generally accepted accounting principles in the United States of America as in effect on the Fixed GAAP Date (for purposes of the
Fixed GAAP Terms) and as in effect from time to time (for all other purposes of this Agreement), including those set forth in the opinions
and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements
of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the
accounting profession, and subject to the following sentence. If at any time the SEC permits or requires U.S. domiciled companies subject
to the reporting requirements of the Exchange Act to use IFRS in lieu of GAAP for financial reporting purposes, the Lead Borrower may
elect by written notice to the Agent to so use IFRS in lieu of GAAP and, upon any such notice, references herein to GAAP shall thereafter
be construed to mean (a) for periods beginning on and after the date specified in such notice, IFRS as in effect on the date
specified in such notice (for purposes of the Fixed GAAP Terms) and as in effect from time to time (for all other purposes of this Agreement)
and (b) for prior periods, GAAP as defined in the first sentence of this definition. All ratios and computations based on GAAP contained
in this Agreement shall be computed in conformity with GAAP.


 






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


 


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


 


“Guarantor”
has the meaning specified in the introductory paragraph hereto, and each other Subsidiary of Borrower Holdco that shall be required to
execute and deliver a Facility Guaranty pursuant to Section 6.10(ce).


 


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


 


“Honor Date”
has the meaning specified in Section 2.03(c)(i).


 






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“Immaterial Subsidiaries”
means any Subsidiary that (a) did not, as of the last day of the fiscal quarter of Parent most recently ended, have assets with a
value in excess of 5.0% of the Consolidated Total Assets or revenues representing in excess of 5.0% of total revenues of Borrower Holdco
and its Subsidiaries on a Consolidated basis as of such date, and (b) taken together with all Immaterial Subsidiaries as of the last
day of the fiscal quarter of Parent most recently ended, did not have assets with a value in excess of 10.0% of Consolidated Total Assets
or revenues representing in excess of 10.0% of total revenues of Borrower Holdco and its Subsidiaries on a Consolidated basis as of such
date. All Accounts and Inventory of the Immaterial Subsidiaries shall be segregated or otherwise identifiable in a manner sufficient to
distinguish ownership of such Accounts and Inventory from the Accounts and Inventory of the Borrowers.


 


“Increase Effective
Date” has the meaning specified in Section 2.15(a)(iv).


 


“Indebtedness”
means, with respect to any person, without duplication, (a) the principal of indebtedness of such person for borrowed money, (b) the
principal of obligations of such person evidenced by bonds, debentures, notes or similar instruments, (c) all reimbursement obligations
of such person in respect of letters of credit, bankers’ acceptances or other similar instruments (the amount of such obligations
being equal at any time to the aggregate then undrawn and unexpired amount of such letters of credit, bankers’ acceptances or other
instruments plus the aggregate amount of drawings thereunder that have not then been reimbursed), (d) all obligations of such person
issued or assumed as the deferred and unpaid purchase price of property (except trade payables), which purchase price is due more than
one year after the date of placing such property in final service or taking final delivery and title thereto, (e) all Capital Lease
Obligations of such person, (f) the redemption, repayment or other repurchase amount of such person with respect to any Disqualified
Stock of such person or (if such person is a Subsidiary of a Borrower other than a Subsidiary Guarantor) any Preferred Stock of such Subsidiary,
but excluding, in each case, any accrued dividends (the amount of such obligation to be equal at any time to the maximum fixed involuntary
redemption, repayment or repurchase price for such Equity Interest, or if less (or if such Equity Interest has no such fixed price), to
the involuntary redemption, repayment or repurchase price therefor calculated in accordance with the terms thereof as if then redeemed,
repaid or repurchased, and if such price is based upon or measured by the fair market value of such Equity Interest, such fair market
value shall be as determined in good faith by senior management of the Lead Borrower, the board of directors of the Lead Borrower or the
board of directors of the issuer of such Equity Interests), (g) all Indebtedness of other persons secured by a Lien on any asset
of such person, whether or not such Indebtedness is assumed by such person; provided that the amount of Indebtedness of such person
shall be the lesser of (A) the fair market value of such asset at such date of determination (as determined in good faith
by the Lead Borrower) and (B) the amount of such Indebtedness of such other persons, (h) all Guarantees by such person
of Indebtedness of other persons, to the extent so Guaranteed by such person and (i) to the extent not otherwise included in this
definition, net Swap Obligations of such person (the amount of any such obligation to be equal at any time to the termination value of
such agreement or arrangement giving rise to such Swap Obligation that would be payable by such Person at such time); provided
that amount of Indebtedness of any person at any date shall be determined as set forth above or as otherwise provided for in this Agreement,
or otherwise shall equal the amount thereof that would appear as a liability on a balance sheet of such person (excluding any notes thereto)
prepared in accordance with GAAP. The Indebtedness of any person shall include the Indebtedness of any partnership in which such person
is a general partner, other than to the extent that the instrument or agreement evidencing such Indebtedness expressly limits the liability
of such person in respect thereof.


 


“Indemnified Taxes”
means 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.


 


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


 






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“Information”
has the meaning specified in Section 5.14(a).


 


“Insolvency”
means, with respect to any Multiemployer Plan, the condition that such Plan is “insolvent” within the meaning of Section 4245
of ERISA.


 


“Intellectual Property”
means all present and future: trade secrets, know-how and other proprietary information; trademarks, trademark applications, internet
domain names, service marks, trade dress, trade names, business names, designs, logos, slogans (and all translations, adaptations, derivations
and combinations of the foregoing) indicia and other source and/or business identifiers, and all registrations or applications for registrations
which have heretofore been or may hereafter be issued thereon throughout the world; copyrights and copyright applications; (including
copyrights for computer programs) and all tangible and intangible property embodying the copyrights, unpatented inventions (whether or
not patentable); patents and patent applications; industrial design applications and registered industrial designs; license agreements
related to any of the foregoing and income therefrom; books, records, writings, computer tapes or disks, flow diagrams, specification
sheets, computer software, source codes, object codes, executable code, data, databases and other physical manifestations, embodiments
or incorporations of any of the foregoing; all other intellectual property; and all common law and other rights throughout the world in
and to all of the foregoing.


 


“Intercreditor Agreement”
means that certain Intercreditor Agreement entered into as of the Closing Date by and between the Agent and the Term Loan Agent, as amended,
restated, or otherwise modified from time to time.


 


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


 


“Interest Period”
means, as to each LIBO Rateany
SOFR Loan, the period commencing on the date such LIBO Rateany
SOFR Loan is disbursed or converted to or continued as a LIBO RateSOFR
Loan and ending on the date one, two, or three or six months thereafter, as selected
by the Lead Borrower in itsany
Committed Loan Notice; provided that:


 


(i)            interest
shall accrue at the applicable rate based upon Adjusted Term SOFR, from and including the first day of each Interest Period to, but excluding,
the day on which any Interest Period expires;


 


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


 


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


 


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


 






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(iv)          notwithstanding
the provisions of clause (iii) no Interest Period shall have a duration of less than one (1) month, and if any Interest Period
applicable to a LIBO Borrowing would be for a shorter period, such Interest Period shall not be available hereunder.


 


(v)           no
tenor that has been removed from this definition pursuant to Section 3.03(b)(iv) shall be available for specification in any
Committed Loan Notice or conversion or continuation notice.


 


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.


 


“Interim
Financial Statements” has the meaning specified in Section 6.04(b).


 


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


 


“In-Transit Inventory”
means Inventory of a Borrower which is in the possession of a common carrier and is in transit from a Foreign Vendor of a Borrower from
a location outside of the continental United States to a location of a Borrower that is within the continental United States.


 


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


 


“Inventory”
has the meaning specified in the UCC, and shall also include, without limitation, all: (a) goods which (i) are leased by a Person
as lessor, (ii) are held by a Person for sale or lease or to be furnished under a contract of service, (iii) are furnished by
a Person under a contract of service, or (iv) consist of raw materials, work in process, finished goods or materials used or consumed
in a business; (b) goods of said description in transit; (c) goods of said description which are returned, repossessed or rejected;
and (d) packaging, advertising, and shipping materials related to any of the foregoing.


 


“Inventory Reserves”
means such reserves as may be established from time to time by the Agent in its Permitted Discretion with respect to the determination
of the saleability, at retail, of the Eligible Inventory, which reflect such other factors as affect the market value of the Eligible
Inventory or which reflect claims and liabilities that the Agent determines will need to be satisfied in connection with the realization
upon the Inventory. Without limiting the generality of the foregoing, Inventory Reserves may, in the Agent’s Permitted Discretion,
include (but are not limited to) reserves based on:


 


(a)           obsolescence;


 


(b)           seasonality;


 


(c)           Shrink;


 


(d)           imbalance;


 


(e)           change
in Inventory character;


 


(f)            change
in Inventory composition;


 






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(g)           change
in Inventory mix;


 


(h)           markdowns
(both permanent and point of sale);


 


(i)            purchase
price and freight variances;


 


(j)            consigned
inventory;


 


(k)           retail
markons and markups inconsistent with prior period practice and performance, industry standards, current business plans or advertising
calendar and planned advertising events; and


 


(l)            out-of-date
and/or expired Inventory.


 


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


 


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


 


“Issuer Documents”
means with respect to any Letter of Credit, the Letter of Credit Application, the Standby Letter of Credit Agreement or Commercial Letter
of Credit Agreement, as applicable, and any other document, agreement and instrument entered into by the L/C Issuer and a Borrower (or
any Subsidiary) or in favor of the L/C Issuer and relating to any such Letter of Credit.


 


“Joinder”
means an agreement, substantially in the form attached hereto as Exhibit I, pursuant to which, among other things, a Person becomes
a party to, and bound by the terms of, this Agreement and/or the other Loan Documents in the same capacity and to the same extent as either
a Borrower or a Guarantor, as applicable.


 


“Junior Capital”
means, collectively, any Indebtedness of any Parent Entity or any Borrower that (a) is not secured by any asset of any Loan Party
or any Subsidiary, (b) has a final maturity date that is not earlier than, and provides for no scheduled payments of principal prior
to, the date that is 91 days after the Outside Maturity Date (other than through conversion or exchange of any such Indebtedness for Equity
Interests (other than Disqualified Stock) of the Borrowers, Equity of Parent or Borrower Holdco, or any other Junior Capital), (c) has
no mandatory redemption or prepayment obligations other than obligations that are subject to the prior payment in full in cash of the
Obligations and (d) does not require the payment of cash interest until the date that is 91 days after the Outside Maturity Date.


 


“Landlord Lien State”
means such state(s) in which a landlord’s claim for rent may have priority over the Lien of the Agent in any of the Collateral.


 


“Laws”
means each international, foreign, Federal, state and local statute, treaty, rule, guideline, regulation, ordinance, code and administrative
or judicial precedent or authority, including the interpretation or administration thereof by any Governmental Authority charged with
the enforcement, interpretation or administration thereof, and each applicable administrative order, directed duty, request, license,
authorization and permit of, and agreement with, any Governmental Authority, in each case whether or not having the force of law.


 






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“L/C Credit Extension”
means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount
thereof.


 


“L/C Issuer”
means (a) Wells Fargo in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder
(which successor may only be a Revolving Lender reasonably acceptable to the Agent) and (b) with respect to the Existing Letters
of Credit and until such Existing Letters of Credit expires or is returned undrawn, Wells Fargo. The L/C Issuer may, in its discretion,
arrange for one or more Letters of Credit to be issued by Affiliates of the L/C Issuer and/or for such Affiliate to act as an advising,
transferring, confirming and/or nominated bank in connection with the issuance or administration of any such Letter of Credit, in which
case the term “L/C Issuer” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.


 


“L/C Obligations”
means, as at any date of determination, the aggregate undrawn amount available to be drawn under all outstanding Letters of Credit. For
purposes of computing the amounts available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined
in accordance with Section 1.06. 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 any “rule” under the ISP or
any article of UCP 600, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to
be drawn.


 


“Lead Borrower”
has the meaning specified in the preamble of this Agreement.


 


“Lease”
means any agreement, whether written or oral, no matter how styled or structured, pursuant to which a Loan Party is entitled to the use
or occupancy of any space in a structure, land, improvements or premises for any period of time.


 


“Lender”
means, individually, a Revolving Lender (and, as the context requires, includes the Swing Line Lender).


 


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


 


“Letter of Credit”
means each Standby Letter of Credit and each Commercial Letter of Credit issued hereunder and shall include the Existing Letters of Credit.


 


“Letter of Credit
Application” means an application for the issuance or amendment of a Letter of Credit in the form from time to time in use by
the L/C Issuer.


 


“Letter of Credit
Expiration Date” means the day that is seven (7) days prior to the Maturity Date then in effect (or, if such day is not
a Business Day, the next preceding Business Day).


 


“Letter of Credit
Fee” has the meaning specified in Section 2.03(i).


 


“Letter of Credit
Sublimit” means an amount equal to $50,000,00075,000,000.
The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments. A permanent reduction of the Aggregate
Revolving Commitments shall not require a corresponding pro rata reduction in the Letter of Credit Sublimit; provided, however,
that if the Aggregate Revolving Commitments are reduced to an amount less than the Letter of Credit Sublimit, then the Letter of Credit
Sublimit shall be reduced to an amount equal to (or, at Lead Borrower’s option, less than) the Aggregate Revolving Commitments.


 






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“LIBO
Borrowing” means a Revolving Credit Borrowing or Term Borrowing comprised of LIBO Rate Loans.


 


“LIBO
Rate” means for any Interest Period with respect to a LIBO Rate Loan, the rate per annum which appears on the
Reuters Screen LIBOR01 page (or any successor page) as of 11:00 a.m., London time, on the second London Business Day preceding the
first day of such Interest Period (or if such rate does not appear on the Reuters Screen LIBOR01 page (or any successor page), then
the rate as determined by the Agent from another recognized source or interbank quotation and consented to by the Lead Borrower), for
a term, and in an amount comparable to the Interest Period and the amount of the LIBO Rate Loan requested (whether as an initial LIBO
Rate Loan or as a continuation of a LIBO Rate Loan or as a conversion of a Base Rate Loan to a LIBO Rate Loan) by the Borrowers in accordance
with this Agreement (and, if such rate is below zero, the LIBO Rate shall be deemed to be zero), which determination shall be made by
Agent and shall be conclusive in the absence of manifest error. If such rate is not available at such time for any reason, then the “LIBO
Rate” for such Interest Period shall be the rate per annum determined by the Agent to be the rate at which
deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the LIBO Rate
Loan being made, continued or converted by Wells Fargo and with a term equivalent to such Interest Period would be offered to Wells Fargo
by major banks in the London interbank eurodollar market in which Wells Fargo participates at their request at approximately 11:00 a.m. (London
time) two Business Days prior to the commencement of such Interest Period (and, if such rate is below zero, the LIBO Rate shall be deemed
to be zero).


 


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


 


“Lien”
means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title
retention agreement or lease in the nature thereof).


 


“Liquidation”
means the exercise by the Agent of those rights and remedies accorded to the Agent under the Loan Documents and applicable Law as a creditor
of the Loan Parties with respect to the realization on the Collateral, including (after the occurrence and during the continuation of
an Event of Default) the conduct by the Loan Parties acting with the consent of the Agent, of any public, private or “going out
of business”, “store closing”, or other similarly themed sale or other disposition of the Collateral for the purpose
of liquidating the Collateral. Derivations of the word “Liquidation” (such as “Liquidate”) are used
with like meaning in this Agreement.


 


“Loan”
means an extension of credit by a Lender to the Borrowers under Article II in the form of a Committed Revolving Loan or a
Swing Line Loan.


 


“Loan Account”
has the meaning specified in Section 2.11(a).


 


“Loan Cap”
means, at any time of determination, the lesser of (a) the Aggregate Revolving Commitments and (b) the Borrowing Base.


 


“Loan Documents”
means this Agreement, each Note, each Issuer Document, the Fee Letter, all Borrowing Base Certificates, the Blocked Account Agreements,
the DDA Notifications, the Credit Card Notifications, the Security Documents, the Confirmation Agreement, the Facility Guaranty, and any
other instrument or agreement now or hereafter executed and delivered in connection herewith, or in connection with any transaction arising
out of any Cash Management Services and Bank Products provided by a Lender or any of their Affiliates, each as amended and in effect from
time to time.


 






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


 


“Management Advances”
means (1) loans or advances made to directors, management members, officers, employees or consultants of any Parent Entity, any Borrower
or any Subsidiary (x) in respect of travel, entertainment or moving related expenses incurred in the ordinary course of business,
(y) in respect of moving related expenses incurred in connection with any closing or consolidation of any facility, or (z) in
the ordinary course of business and (in the case of this clause (z)) not exceeding $7,500,000 in the aggregate outstanding at any time,
(2) promissory notes of Management Investors acquired in connection with the issuance of Management Stock to such Management Investors,
(3) Management Guarantees, or (4) Management Guarantees.


 


“Management Guarantees”
means Guarantees (a) of up to an aggregate principal amount outstanding at any time of $15,000,000 of borrowings by Management Investors
in connection with their purchase of Management Stock or (b) made on behalf of, or in respect of loans or advances made to, directors,
officers, employees or consultants of Parent, Borrower Holdco, the Borrowers or any Subsidiary (i) in respect of travel, entertainment
and moving related expenses incurred in the ordinary course of business, or (ii) in the ordinary course of business and (in the case
of this clause (ii)) not exceeding $7,500,000 in the aggregate outstanding at any time.


 


“Management Indebtedness”
means Indebtedness incurred to (a) any Person other than a Management Investor of up to an aggregate principal amount outstanding
at any time of $15,000,000, and (b) any Management Investor, in each case, to finance the repurchase or other acquisition of Equity
Interests of Parent, any Parent Entity, Borrower Holdco, the Borrowers or any Subsidiary (including any options, warrants or other rights
in respect thereof) from any Management Investor, which repurchase or other acquisition of Equity Interests is permitted by Section 7.06.


 


“Management Investors”
means the management members, officers, directors, employees and other members of the management of Parent, any Parent Entity, Borrower
Holdco, the Borrowers or any Subsidiary, or family members or relatives of any of the foregoing, or trusts, partnerships or limited liability
companies for the benefit of any of the foregoing, or any of their heirs, executors, successors and legal representatives, who at any
date beneficially own or have the right to acquire, directly or indirectly, Equity Interests of Parent, any Parent Entity, Borrower Holdco,
the Borrowers or any Subsidiary.


 


“Management Stock”
means Equity Interests of Parent, Borrower Holdco, the Borrowers or any Subsidiary (including any options, warrants or other rights in
respect thereof) held by any of the Management Investors.


 


“Margin Stock”
has the meaning specified in Regulation U.


 


“Material Adverse
Effect” means a material adverse change in, or a material adverse effect upon, (a) the operations, business, assets, liabilities
(actual or contingent) or financial condition of the Loan Parties and their Subsidiaries (taken as a whole), (b) the ability of the
Loan Parties (taken as a whole) to perform their obligations under the Loan Documents (taken as a whole), or (c) the legality, validity
or enforceability of the Loan Documents (taken as a whole) or the rights and remedies of the Agent and the Lenders (taken as a whole)
under the Loan Documents (taken as a whole). In determining whether any individual event would result in a Material Adverse Effect, notwithstanding
that such event in and of itself does not have such effect, a Material Adverse Effect shall be deemed to have occurred if the cumulative
effect of such event and all other than existing events would result in a Material Adverse Effect.


 






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“Material Contract”
means, with respect to any Person, each contract to which such Person is a party, the loss of which is reasonably likely to result in
a Material Adverse Effect. Schedule 5.24 annexed hereto sets forth, as of the Closing Date, each of the Loan Parties’ Material Contracts.


 


“Material Indebtedness”
means Indebtedness (other than the Obligations) of the Loan Parties in an aggregate principal amount exceeding $50,000,000. For purposes
of determining the amount of Material Indebtedness at any time, (a) the amount of the obligations in respect of any Swap Contract
at such time shall be calculated at the Swap Termination Value thereof and (b) available yet undrawn committed amounts shall be included.


 


“Materials of Environmental
Concern” means any pollutants, contaminants, hazardous or toxic substances or materials or wastes defined, listed, or regulated
as such in or under, or which may give rise to liability under, any applicable Environmental Law, including gasoline, petroleum (including
crude oil or any fraction thereof), petroleum products or by-products, asbestos, pesticides, herbicides, fungicides and polychlorinated
biphenyls.


 


“Maturity Date”
means the earliest of (a) the Outside Maturity Date and (b) in the event that there are outstanding obligations under the Term
Loan Facility or any Permitted Refinancing thereof, the date that is 90 days prior to the then scheduled maturity date of the Term Loan
Facility or any Permitted Refinancing thereof.


 


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


 


“Minimum Extension
Condition” has the meaning specified in Section 2.16(b).


 


“Monthly
Financial Statements” has the meaning specified in Section 6.04(b).


 


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


 


“Mortgage Policies”
has the meaning specified in Section 6.10(b).


 


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


 


“Net Proceeds”
means:


 


(a)           with
respect to any Disposition by any Loan Party or any of its Subsidiaries, or any Extraordinary Receipt received or paid to the account
of any Loan Party or any of its Subsidiaries, the excess, if any, of (i) the sum of cash and cash equivalents received in connection
with such transaction (including any cash or cash equivalents received by way of deferred payment pursuant to, or by monetization of,
a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) all legal, title and recording tax
expenses, commissions and other fees and expenses incurred, and all Federal, state, provincial, foreign and local taxes required to be
paid or to be accrued as a liability under GAAP, in each case, as a consequence of, or in respect of, such Disposition, (B) all payments
made, and all installment payments required to be made, on any Indebtedness (x) that is secured by any assets subject to such, in
accordance with the terms of any Lien upon such assets, or (y) that must by its terms, or in order to obtain a necessary consent
to such Disposition, or by applicable law, be repaid out of the proceeds from such Disposition, including but not limited to any payments
required to be made to increase borrowing availability under any revolving credit facility, (C) all distributions and other payments
required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Disposition, or to any other Person
(other than Parent or a Subsidiary) owning a beneficial interest in the assets disposed of in such Disposition, (D) any liabilities
or obligations associated with the assets disposed of in such Disposition and retained, indemnified or insured by a Borrower or any Subsidiary
after such Disposition, including pension and other post-employment benefit liabilities, liabilities related to environmental matters,
and liabilities relating to any indemnification obligations associated with such Disposition and (E) the amount of any purchase price
or similar adjustment (x) claimed by any Person to be owed by a Borrower or any Subsidiary, until such time as such claim shall have
been settled or otherwise finally resolved, or (y) paid or payable by a Borrower or any Subsidiary, in either case in respect of
such Disposition; and


 






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(b)            with
respect to the sale or issuance of any Equity Interest by Parent or any Loan Party or any of its Subsidiaries, or any capital contributions,
or the incurrence or issuance of any Indebtedness by Parent or any Loan Party or any of its Subsidiaries, the excess of (i) the sum
of the cash and cash equivalents received in connection with such transaction over (ii) attorneys’ fees, accountants’
fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually
incurred in connection with such transactions, and all taxes paid or payable as a result, or in respect, thereof.


 


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


 


“Note”
means (a) a Revolving Note and (b) the Swing Line Note, as each may be amended, restated, supplemented or modified from time
to time.


 


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


 


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


 


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


 


“Other Connection
Taxes” means, with respect to any recipient, Taxes imposed on overall net income however denominated and franchise leases imposed
(in lieu of net income taken) as a result of a present or former connection between such recipient and the jurisdiction imposing such
Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under,
received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any
Loan Document, or sold or assigned an interest in any Loan or Loan Document).


 






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“Other Liabilities”
means (a) any obligation on account of (i) any Cash Management Services furnished to any of the Loan Parties or any of their
Subsidiaries and/or (ii) any transaction with any Credit Party that arises out of any Bank Product entered into with any Loan Party
and any such Person, as each may be amended from time to time.


 


“Other Taxes”
means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any
payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to,
this Agreement or any other Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment
(other than an assignment pursuant to Section 10.13).


 


“Outside Maturity
Date” means February 14August 4,
20252027.


 


“Outstanding Amount”
means (i) with respect to Committed Revolving Loans and Swing Line Loans on any date, the aggregate outstanding principal amount
thereof after giving effect to any borrowings and prepayments or repayments of Committed Revolving Loans and Swing Line Loans, as the
case may be, occurring on such date and (ii) with respect to any L/C Obligations on any date, the amount of such L/C Obligations
on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the
L/C Obligations as of such date.


 


“Overadvance”
means a Credit Extension to the extent that, immediately after its having been made, Availability is less than zero.


 


“Parent”
means Floor & Decor Holdings, Inc., a Delaware corporation.


 


“Parent Entity”
means any of Parent, Borrower Holdco, any Other Parent, and any other Person that is a Subsidiary of Parent, Borrower Holdco, or any Other
Parent and of which Borrower is a Subsidiary. As used herein, “Other Parent” means a Person of which the Lead Borrower
becomes a Subsidiary after the Closing Date that is designated by the Lead Borrower as an “Other Parent”; provided
that either (x) immediately after the Lead Borrower first becomes a Subsidiary of such Person, more than 50.00% of the Voting
Stock of such Person shall be held by one or more Persons that held more than 50.00% of the Voting Stock of a Parent Entity of the Lead
Borrower immediately prior to the Lead Borrower first becoming such Subsidiary or (y) such Person shall be deemed not to be
an Other Parent for the purpose of determining whether a Change of Control shall have occurred by reason of the Lead Borrower first becoming
a Subsidiary of such Person. In no event shall the Lead Borrower be deemed to be a “Parent Entity”.


 


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


 


“Participation Register”
has the meaning specified in Section 10.06(d).


 


“Patriot
Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA
Patriot Act of 2001, as amended).


 


“Payment Conditions”
means no Designated Event of Default shall have occurred and be continuing or would result from the taking of the relevant action as to
which the satisfaction of the Payment Conditions is being determined, (A) in the case of any Investment or Permitted Business Acquisition,
either (1) Availability is greater than 17.5% of the Loan Cap after giving effect to such payment or transaction and for the preceding
30 days or (2) (x) Availability is greater than 12.5% of the Loan Cap after giving effect to such payment or transaction and
for the preceding 30 days and (y) the Consolidated Fixed Charge Coverage Ratio, on a Pro Forma Basis, is at least 1.0 to 1.0 after
giving effect to such payment or transaction; and (B) in the case of any Restricted Payment or any prepayment of any Subordinated
Indebtedness or Term Loan Obligations, either (1) Availability is greater than 20.0% of the Loan Cap after giving effect to such
payment and for the preceding 30 days or (2) (x) Availability is greater than 15.0% of the Loan Cap after giving effect to such
payment or transaction and for the preceding 30 days and (y) the Consolidated Fixed Charge Coverage Ratio, on a Pro Forma Basis,
is at least 1.0 to 1.0 after giving effect to such payment or transaction.


 






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“Payment
Recipient” has the meaning provided in Section 10.28.


 


“PBGC”
means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor thereto).


 


“PCAOB”
means the Public Company Accounting Oversight Board.


 


“Perfection Certificate”
shall mean a perfection certificate with respect to the Loan Parties in a form reasonably satisfactory to the Agent.


 


“Permitted Asset
Disposition” means:


 


(i)            any
Financing Disposition (as defined in the Term Loan Agreement as in effect on the First Amendment Effective Date),


 


(ii)           any
 “fee in lieu” or other disposition of assets to any Governmental Authority that continue in use by a Borrower or any Subsidiary,
so long as a Borrower or any Subsidiary may obtain title to such assets upon reasonable notice by paying a nominal fee,


 


(iii)          any
exchange of property pursuant to or intended to qualify under Section 1031 (or any successor section) of the Code, or any exchange
of equipment to be leased, rented or otherwise used in a Related Business,


 


(iv)          any
disposition arising from foreclosure, condemnation, eminent domain, or similar action with respect to any property or other assets, or
exercise of termination rights under any lease, license, concession or other agreement or necessary or advisable (as determined by the
Lead Borrower in good faith) in order to consummate any acquisition of any Person, business or assets or pursuant to buy/sell arrangements
under any joint venture or similar agreement or arrangement,


 


(v)           any
Disposition of Equity Interests, Indebtedness or other securities of an Unrestricted Subsidiary,


 


(vi)          a
Disposition of Equity Interests of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than
a Borrower or a Subsidiary) from whom such Subsidiary was acquired, or from whom such Subsidiary acquired its business and assets (having
been newly formed in connection with such acquisition), entered into in connection with such acquisition,


 


(vii)         a
Disposition of not more than 5.00% of the outstanding Equity Interests of a Foreign Subsidiary that has been approved by the board of
directors of the Lead Borrower,


 






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(viii)        any
Disposition or series of related Dispositions for aggregate consideration not to exceed the greater of (A) $27,000,000 and (B) 10.00%
of Consolidated EBITDA for the most recently ended four Fiscal Quarter period for which Required Financial Statements have been provided
as required hereunder; provided that if (x) more than five percent (5%) of assets of the type which may be included in the
Borrowing Base (regardless of eligibility) are Disposed of pursuant to a single transaction or a series of related transactions under
this clause (viii), the Borrowers shall deliver an updated Borrowing Base Certificate to the Agent, prepared on a pro forma basis
after giving effect to such Disposition and/or (y) more than ten percent (10%) of assets of the type which may be included in the
Borrowing Base (regardless of eligibility) are Disposed of pursuant to a single transaction or a series of related transactions under
this clause (viii), the Agent shall have the ability to conduct an updated appraisal of the assets included on the Borrowing Base
at the expense of the Loan Parties (but which appraisal shall not, for the avoidance of doubt, be counted as one of the appraisals performed
pursuant to Section 6.07 hereof for purposes of determining reimbursement of the costs and expenses thereof by the Loan Parties),


 


(ix)           the
abandonment or other disposition of patents, trademarks or other intellectual property that are, in the reasonable judgment of the Lead
Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Borrowers and their Subsidiaries
taken as a whole,


 


(x)           any
Exempt Sale and Leaseback Transaction (as defined in the Term Loan Agreement as in effect on the First Amendment Effective Date), or


 


(xi)           to
the extent constituting a Disposition, a Public Offering.


 


“Permitted Business
Acquisition” means an Acquisition in which all of the following conditions are satisfied:


 


(a)           no
Designated Event of Default then exists, nor would any Default or Designated Event of Default arise from the consummation of such Acquisition;


 


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


 


(c)           any
assets acquired shall be utilized in, and if the Acquisition involves a merger, consolidation or Acquisition of Equity Interests, the
Person which is the subject of such Acquisition shall be engaged in, a business otherwise permitted to be engaged in by a Borrower under
this Agreement;


 


(d)           if
the Person which is the subject of such Acquisition will be maintained as a Subsidiary of a Loan Party (other than an Excluded Subsidiary),
or if the assets acquired in an acquisition will be transferred to a Subsidiary (other than an Excluded Subsidiary) which is not then
a Loan Party, such Subsidiary shall have been joined as a “Borrower” or as a “Guarantor” hereunder,
as applicable, pursuant to the requirements of Section 6.10;


 


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


 






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(f)            the
total consideration paid for all such Acquisitions (whether in cash, tangible property, notes or other property) after the Closing Date
shall not exceed in the aggregate the greater of $40,500,000 and 15.00% of Consolidated EBITDA for the most recently ended four Fiscal
Quarter period for which Required Financial Statements have been provided as required hereunder, provided additional Acquisitions
may be consummated in excess of the foregoing cap so long as both immediately before such Acquisition is consummated and immediately after
giving effect thereto, the Payment Conditions are satisfied.


 


“Permitted Cash Equivalent
Investments” means:


 


(a)           direct
obligations of the United States of America or any agency thereof or obligations guaranteed by the United States of America or any agency
thereof, in each case, with maturities not exceeding two years;


 


(b)           time
deposits, eurodollar time deposits, certificates of deposit and money market deposits, in each case, with maturities not exceeding one
year from the date of acquisition thereof, and overnight bank deposits, in each case, with any commercial bank having capital, surplus
and undivided profits of not less than $250.0 million and whose long term debt, or whose parent holding company’s long term debt,
is rated at least “A-2” by Moody’s or at least “A” by S&P (or reasonably equivalent ratings of another
internationally recognized rating agency);


 


(c)           repurchase
obligations for underlying securities of the types described in clauses (a) and (b) above entered into with a bank meeting the
qualifications described in clause (b) above;


 


(d)           commercial
paper maturing not more than one year after the date of acquisition, issued by a corporation (other than an Affiliate of the Borrower)
organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America
with a rating at the time any investment therein is made of at least “P-1” by Moody’s or at least “A-1”
by S&P (or reasonably equivalent ratings of another internationally recognized rating agency);


 


(e)           securities
with maturities of two years or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of
the United States of America, or by any political subdivision or taxing authority thereof, having one of the two highest rating categories
obtainable from either Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized rating agency);


 


(f)            Indebtedness
issued by persons (other than any Permitted Holder) with a rating of at least “A-2” by Moody’s or “A” by
S&P (or reasonably equivalent ratings of another internationally recognized rating agency), in each case with maturities not exceeding
one year from the date of acquisition;


 


(g)           shares
of mutual funds whose investment guidelines restrict 95% of such funds’ investments to those satisfying the provisions of clauses
(a) through (g) above;


 


(h)           money
market funds that (i) comply with the criteria set forth in Rule 2a-7 under the Investment Company Act of 1940, (ii) are
rated “Aaa” by Moody’s and “AAA” by S&P (or reasonably equivalent ratings of another internationally
recognized rating agency) and (iii) have portfolio assets of at least $5,000.0 million; and


 






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(i)            instruments
equivalent to those referred to in clauses (a) through (i) above denominated in any foreign currency comparable in credit quality
and tenor to those referred to above and commonly used by corporations for cash management purposes in any jurisdiction outside the United
States to the extent reasonably required in connection with any business conducted by any Subsidiary organized in such jurisdiction.


 


“Permitted Debt Exchange
Notes” has the meaning assigned to such term in the Term Loan Agreement as in effect on the First Amendment Effective Date.


 


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


 


“Permitted Disposition”
has the meaning specified in Section 7.05.


 


“Permitted Encumbrances”
has the meaning specified in Section 7.02.


 


“Permitted Holders”
means any of the following: (i) any member of the Sponsor Group; (ii) any of the Management Investors and their respective Affiliates,
(iii) any investment fund or vehicle managed, sponsored or advised by any member of the Sponsor Group or any Affiliate thereof, and
any Affiliate of or successor to any such investment fund or vehicle; (iv) any limited or general partners of, or other investors
in, any member of the Sponsor Group or any Affiliate thereof, or any such investment fund or vehicle; (v) any “group”
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Closing Date) of which any of the
Persons specified in clause (i), (ii), (iii) or (iv) above is a member (provided that (without giving effect to the existence
of such “group” or any other “group”) one or more of such Persons collectively have beneficial ownership, directly
or indirectly, of more than 50.00% of the total voting power of the voting stock of the Lead Borrower or the Parent Entity held by such
 “group”), and any other Person that is a member of such “group”; and (vi) any Person acting in the capacity
of an underwriter (solely to the extent that and for so long as such Person is acting in such capacity) in connection with a public or
private offering of capital stock of any Parent Entity or the Borrower Holdco. In addition, any “person” (as such term is
used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Closing Date) whose status as a “beneficial owner”
(as defined in Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date) constitutes or results in a Change
of Control (whether or not in connection with any repayment or repurchase of Indebtedness outstanding pursuant to Junior Indebtedness),
together with its Affiliates, shall thereafter constitute Permitted Holders.


 


“Permitted Indebtedness”
has the meaning specified in Section 7.01.


 


“Permitted Investments”
has the meaning provided in Section 7.04.


 


“Permitted Overadvance”
means an Overadvance made by the Agent, in its Permitted Discretion, which:


 


(a)           is
made to maintain, protect or preserve the Collateral and/or the Credit Parties’ rights under the Loan Documents or which is otherwise
for the benefit of the Credit Parties;


 


(b)           is
made to enhance the likelihood of, or to maximize the amount of, repayment of any Obligation;


 


(c)           is
made to pay any other amount chargeable to any Loan Party hereunder; and


 






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(d)           together
with all other Permitted Overadvances then outstanding, shall not (i) exceed ten percent (10%) of the Borrowing Base at any time
or (ii) unless a Liquidation is occurring, remain outstanding for more than forty-five (45) consecutive Business Days, unless in
each case, the Required Lenders otherwise agree.


 


provided, however, that the foregoing
shall not (i) modify or abrogate any of the provisions of Section 2.03 regarding the Revolving Lenders’ obligations
with respect to Letters of Credit or Section 2.04 regarding the Revolving Lenders’ obligations with respect to Swing
Line Loans, or (ii) result in any claim or liability against the Agent (regardless of the amount of any Overadvance) for Unintentional
Overadvances and such Unintentional Overadvances shall not reduce the amount of Permitted Overadvances allowed hereunder; provided further
that in no event shall the Agent make an Overadvance, if after giving effect thereto, the principal amount of the Credit Extensions
would exceed the Aggregate Revolving Commitments (as in effect prior to any termination of the Revolving Commitments pursuant to Section 2.06(a) hereof).


 


“Permitted Refinancing”
means, with respect to any Person, any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance,
renew, replace, defease or refund (collectively, to “Refinance”), the Indebtedness being Refinanced (or previous refinancings
thereof constituting a Permitted Refinancing); provided, that (a) the principal amount (or accreted value, if applicable)
of such Permitted Refinancing does not exceed the sum of (x) the principal amount (or accreted value, if applicable) of the Indebtedness
so Refinanced and (y) an amount equal to any unutilized commitment relating to the Indebtedness being so Refinanced or otherwise
then outstanding under the financing arrangement being refinanced to the extent the unutilized commitment being refinanced could be drawn
in compliance with Section 7.01 immediately prior to such Refinancing (plus unpaid accrued interest and premiums thereon
and underwriting discounts, defeasance costs, fees, commissions and expenses), (b) the weighted average life to maturity of such
Permitted Refinancing is greater than or equal to the weighted average life to maturity of the Indebtedness being Refinanced (c) such
Permitted Refinancing shall not require any scheduled principal payments due prior to the Maturity Date in excess of, or prior to, the
scheduled principal payments due prior to such Maturity Date for the Indebtedness being Refinanced, (d) if the Indebtedness being
Refinanced is subordinated in right of payment or liens to the Obligations under this Agreement (whether through an intercreditor agreement
or otherwise), such Permitted Refinancing shall be subordinated in right of payment or liens, as applicable, to such Obligations on terms
at least as favorable to the Credit Parties as those contained in the documentation governing the Indebtedness being Refinanced, and,
to the extent such Indebtedness is subject to an intercreditor agreement, such Permitted Refinancing will be subject to the provisions
of such intercreditor agreement and (e) no Permitted Refinancing shall have direct or indirect obligors who were not also obligors
of the Indebtedness being Refinanced, or greater guarantees or security, than the Indebtedness being Refinanced.


 


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


 


“Plan”
means at a particular time, any employee benefit plan which is covered by ERISA and in respect of which any Loan Party, any Subsidiary
or any Commonly Controlled Entity is an “employer” as defined in Section 3(5) of ERISA.


 


“Platform”
has the meaning specified in Section 6.04.


 


“Portal”
has the meaning specified in Section 2.02.


 


“Post-Closing Letter”
means the letter agreement, dated the Closing Date, among the Loan Parties and the Agent, as the same now exists or may hereafter be amended,
modified, supplemented, renewed, restated or replaced.


 






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“Preferred Stock”
means, as applied to the capital stock of any corporation or company, capital stock of any class or classes (however designated) that
by its terms is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation
or dissolution of such corporation or company, over capital stock of any other class of such corporation or company.


 


“Pro Forma Basis”
means, for purposes of calculating compliance with any test or financial covenant under this Agreement for any period, that the applicable
Permitted Business Acquisition, Restricted Payment, Disposition or Investment (and all other Permitted Business Acquisitions, Restricted
Payments, Dispositions or Investments that have been consummated during the applicable period) and the following transactions in connection
therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant: (a) income
statement items (whether positive or negative) attributable to or projected from the property or Person subject to such Permitted Business
Acquisition, Restricted Payment, Disposition or Investment, (i) in the case of a Disposition shall be excluded, and (ii) in
the case of a Permitted Business Acquisition, shall be included; (b) any retired Indebtedness; and (c) any Indebtedness incurred
or assumed by the Lead Borrower or any of the Subsidiaries in connection therewith and if such Indebtedness has a floating or formula
rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate
which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided, however,
that the foregoing pro forma adjustments may be applied to any such test or financial covenant solely to the extent that such adjustments
are approved by Agent (other than adjustments described in clause (ix) of the definition of “Consolidated EBITDA”
and give effect to events (including operating expense reductions) that are (1) attributable to such transaction, (2) expected
to have a continuing impact on the Lead Borrower and its Subsidiaries, and (3) are reasonably deemed in good faith to be achievable
based on reasonable assumptions and information then available to the Lead Borrower and Agent.


 


“Public Lender”
has the meaning specified in Section 6.04.


 


“Public Offering”
means the issuance by the Lead Borrower or any Parent Entity of its common equity interests or the sale by selling stockholders of common
equity interests of the Lead Borrower or any Parent Entity, in either case, in an underwritten public offering (other than a public offering
pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance
with the Securities Act (whether the offering is primary or secondary) and such equity interests are listed on a nationally-recognized
stock exchange in the U.S.


 


“Purchase”
has the meaning specified in the definition of “Secured Leverage Ratio”.


 


“Qualified ECP Guarantor”
means, in respect of any Swap Obligation, the Borrower, the Guarantor (if applicable) or any other guarantor of the Obligations that has
total assets exceeding $10,000,000 at the time such Swap Obligation is incurred or such other person as constitutes an “Eligible
Contract Participant” (an “ECP”) as that term is defined 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 Equity
Interests” shall mean any Equity Interests other than Disqualified Stock.


 


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


 


“Receipts and Collections”
has the meaning specified in Section 6.11(c).


 






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“Receivables Reserves”
means such Reserves as may be established from time to time by the Agent in the Agent’s Permitted Discretion with respect to the
determination of the collectability in the ordinary course of Eligible Trade Receivables, including, without limitation, dilution reserves.


 


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


 


“Registered Public
Accounting Firm” means a firm of independent public accountants of recognized national or regional standing reasonably acceptable
to the Agent.


 


“Related
Intellectual Property” means such rights with respect to the Intellectual Property of the Loan Parties as are reasonably necessary
or useful to permit the Agent to enforce its rights and remedies under the Loan Documents with respect to the Collateral, or the disposition
of which would otherwise adversely affect the Appraised Value of the Collateral of the Loan Parties.


 


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


 


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


 


“Related Businesses”
means any businesses or business activity in which any Borrower or any of its Subsidiaries is engaged on the Closing Date, or that are
reasonably similar, corollary, related, complementary, incidental or ancillary thereto or reasonable extensions, developments or expansions
thereof.


 


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


 


“Release”
shall mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping,
disposing, depositing, dispersing, emanating or migrating in, into, upon, onto or through the environment.


 


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


 


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


 


“Reports”
has the meaning provided in Section 9.12(b).


 


“Request for Credit
Extension” means (a) with respect to a Borrowing, conversion or continuation of Committed Revolving Loans, an electronic
notice via the Portal or Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application and,
if required by the L/C Issuer, a Standby Letter of Credit Agreement or Commercial Letter of Credit Agreement, as applicable, and (c) with
respect to a Swing Line Loan, a Swing Line Loan Notice.


 


“Required Financial
Statements” means the most recent Annual Financial Statements and Monthlyany
Interim Financial Statements delivered or required to be delivered pursuant to Section 6.04.


 






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“Required Lenders”
means, as of any date of determination, Lenders holding more than fifty percent (50%) of the Aggregate Revolving Commitments or, if the
Aggregate Revolving Commitments and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.03,
Lenders holding in the aggregate more than fifty percent (50%) of the sum of the Total Outstandings (with the aggregate amount of each
Revolving Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held”
by such Revolving Lender for purposes of this definition); provided, that the Revolving Commitment of, and the portion in the aggregate
of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required
Lenders; provided, further, that if there are two or more Lenders that are not Defaulting Lenders, “Required Lenders”
must consist of at least two Lenders that are not Defaulting Lenders.


 


“Requirement of Law”
means, as to any Person, the Organization Documents of such Person, and any law, statute, ordinance, code, decree, treaty, rule or
regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such
Person or any of its material property or to which such Person or any of its material property is subject, including laws, ordinances
and regulations pertaining to zoning, occupancy and subdivision of real properties; provided that the foregoing shall not apply
to any non-binding recommendation of any Governmental Authority.


 


“Reserves”
means all Inventory Reserves, Availability Reserves, and Receivables Reserves.


 


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


 


“Responsible Officer”
means the chief executive officer, president, chief financial officer, vice president of finance, controller, treasurer or assistant treasurer
of a Loan Party or any of the other individuals designated in writing to the Agent by an existing Responsible Officer of a Loan Party
as an authorized signatory of any certificate or other document to be delivered hereunder,
including, with respect to the Portal, any person authorized and authenticated through the Portal in accordance with the Agent’s
procedures for such authentication. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party
shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such
Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.


 


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


 


“Revolving Commitment”
means, as to each Revolving Lender, its obligation to (a) make Committed Revolving Loans to the Borrowers pursuant to Section 2.01,
(b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal
amount at any one time outstanding not to exceed the amount set forth opposite such Revolving Lender’s name on Schedule 2.01 or
in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from
time to time in accordance with this Agreement. For the avoidance of doubt, “Revolving Commitment” shall include any
Extended Revolving Commitment.


 






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“Revolving Credit
Borrowing” means a borrowing consisting of simultaneous Committed Revolving Loans of the same Type and, in the case of LIBO
RateSOFR Loans which are Committed Revolving Loans,
having the same Interest Period made by each of the Revolving Lenders pursuant to Section 2.01.


 


“Revolving Lender”
means each Lender having a Revolving Commitment as set forth on Schedule 2.01 hereto or in the Assignment and Assumption by which such
Person becomes a Revolving Lender.


 


“Revolving Note”
a promissory note made by the Borrowers in favor of a Revolving Lender evidencing Committed Revolving Loans made by such Revolving Lender,
substantially in the form of Exhibit C-1.


 


“Rollover Indebtedness”
means Indebtedness of the Borrowers and their Subsidiaries issued to any lender under the Term Loan Facility in lieu of such lender’s
pro rata portion of any repayment of Term Loans made pursuant to the Term Loan Agreement.


 


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


 


“Sale”
has the meaning specified in the definition of “Secured Leverage Ratio”.


 


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


 


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


 


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


 


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


 


“Second
Amendment” means that certain Amendment No. 2 to Amended and Restated Credit Agreement and Amendment No. 2 to Amended
and Restated Security Agreement, dated as of August 4, 2022, among Borrower Holdco, the Borrowers, the other Loan Parties party thereto,
the Agent and the Lenders party thereto.


 






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“Second
Amendment Effective Date” means the date on which all of the conditions contained in Section 4 of the Second Amendment have
been satisfied or waived.


 


“Second
Amendment Fee Letter” means the fee letter agreement, dated as of the Second Amendment Effective Date, among the Borrowers and the
Agent.


 


“Secured Leverage
Ratio” means as of any date of determination, the ratio of (i) Consolidated Secured Indebtedness as at such date (after
giving effect to any incurrence or discharge of Indebtedness on such date) to (ii) the aggregate amount of Consolidated EBITDA for
the period of the most recent four consecutive Fiscal Quarters ending prior to the date of such determination for which Required Financial
Statements have been provided as required hereunder, provided that:


 


(1)            if,
since the beginning of such period, any Loan Party or any Subsidiary shall have disposed of any company, any business or any group of
assets constituting an operating unit of a business, including any such disposition occurring in connection with a transaction causing
a calculation to be made hereunder, or designated any Subsidiary as an Unrestricted Subsidiary (any such disposition or designation, a
 “Sale”), the Consolidated EBITDA for such period shall be reduced by an amount equal to the Consolidated EBITDA (if
positive) attributable to the assets that are the subject of such Sale for such period or increased by an amount equal to the Consolidated
EBITDA (if negative) attributable thereto for such period;


 


(2)            if,
since the beginning of such period, any Loan Party or any Subsidiary (by merger, consolidation or otherwise) shall have made an Investment
in any Person that thereby becomes a Subsidiary, or otherwise acquired any company, any business or any group of assets constituting an
operating unit of a business, including any such Investment or acquisition occurring in connection with a transaction causing a calculation
to be made hereunder, or designated any Unrestricted Subsidiary as a Subsidiary (any such Investment, acquisition or designation, “Purchase”),
Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such Purchase occurred on the first
day of such period; and


 


(3)            if,
since the beginning of such period, any Person became a Subsidiary or was merged or consolidated with or into any Borrower or any Subsidiary,
and since the beginning of such period such Person shall have made any Sale or Purchase that would have required an adjustment pursuant
to clause (1) or (2) above if made by any Borrower or a Subsidiary since the beginning of such period, Consolidated EBITDA for
such period shall be calculated after giving pro forma effect thereto as if such Sale or Purchase occurred on the first day of such period;


 


For purposes of this definition,
whenever pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income or earnings relating thereto,
the pro forma calculations in respect thereof (including in respect of anticipated cost savings or synergies relating to any such Sale,
Purchase or other transaction) shall be as determined in good faith by the Chief Financial Officer or another Responsible Officer of the
Lead Borrower; provided that with respect to cost savings or synergies relating to any Sale, Purchase or other transaction, the
related actions are expected by the Lead Borrower to be taken no later than 18 months after the date of determination.


 


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


 


“Security Agreement”
means the Amended and Restated Security Agreement dated as of the Closing Date among the Loan Parties and the Agent, as the same now exists
or may hereafter be amended, modified, supplemented, renewed, restated or replaced (including, without limitation, by the First Amendment
and through any joinder agreements).


 






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“Security Documents”
means the Security Agreement, the Blocked Account Agreements, the DDA Notifications, the Credit Card Notifications, and each other security
agreement or other instrument or document executed and delivered to the Agent pursuant to this Agreement or any other Loan Document granting
a Lien to secure any of the Obligations.


 


“Settlement Date”
has the meaning specified in Section 2.14(a).


 


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


 


“Shrink”
means Inventory which has been lost, misplaced, stolen, or is otherwise unaccounted for.


 


“Single Employer
Plan” means any Plan which is covered by Title IV or Section 302 of ERISA or Section 412 of the Code, but which is
not a Multiemployer Plan.


 


“SOFR”
with respect to any day means a
rate equal to the secured overnight financing rate published for such dayas
administered by the Federal Reserve Bank of New York, as the administrator of the benchmark
(or a successor administrator) onSOFR Administrator.


 


“SOFR
Administrator” means the Federal Reserve Bank of New York’s website
(or anya successor
sourceadministrator of the
secured overnight financing rate).


 


“SOFR
Borrowing” means a Borrowing comprised of SOFR Loans.


 


“SOFR
Loan” means a Committed Revolving Loan that bears interest at a rate
determined by reference to Adjusted Term SOFR (other than pursuant
to clause (c) of the definition of “Base Rate”).


 


“Solvent”
and “Solvency” means, with respect to the Loan Parties and their Subsidiaries on a consolidated basis after giving
effect to the Transactions on the Closing Date, (a) the Fair Value and Present Fair Salable Value of the assets of the Loan Parties
and their Subsidiaries taken as a whole exceed their Stated Liabilities and Identified Contingent Liabilities; (b) the Loan Parties
and their Subsidiaries taken as a whole do not have Unreasonably Small Capital; and (c) the Loan Parties and their Subsidiaries taken
as a whole will be able to pay their Stated Liabilities and Identified Contingent Liabilities as they mature (all capitalized terms used
in this definition (other than “Closing Date”, “Transactions”, “Loan Parties”
and “Subsidiaries” which have the meanings set forth in this Agreement) shall have the meanings assigned to such terms
in the certificate delivered on the Closing Date pursuant to Section 4.01(a)(vi)).


 


“Sponsor Group”
means Ares Corporate Opportunities Fund III, L.P., FS Equity Partners
VI, L.P. and FS Affiliates VI, L.P. and each of their respective Affiliates, other than the Loan Parties and their respective Subsidiaries.


 


“Spot Rate”
has the meaning specified in Section 1.07 hereof.


 


“Standby Letter of
Credit” means any Letter of Credit that is not a Commercial Letter of Credit and that (a) is used in lieu or in support
of performance guaranties or performance, surety or similar bonds (excluding appeal bonds) arising in the ordinary course of business,
(b) is used in lieu or in support of stay or appeal bonds, (c) supports the payment of insurance premiums for reasonably necessary
casualty insurance carried by any of the Loan Parties, or (d) supports payment or performance for identified purchases or exchanges
of products or services in the ordinary course of business.


 






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“Standby Letter of
Credit Agreement” means the Standby Letter of Credit Agreement relating to the issuance of a Standby Letter of Credit in the
form from time to time in use by the L/C Issuer.


 


“Stated Amount”
means at any time the maximum amount for which a Letter of Credit may be honored.


 


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


 


“Store”
means any retail store (which may include any real property, fixtures, equipment, inventory and other property related thereto) operated,
or to be operated, by any Loan Party.


 


“Subordinated Indebtedness”
means Indebtedness which is expressly subordinated in right of payment to the prior payment in full of the Obligations pursuant to a written
agreement.


 


“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of
the Equity Interests having ordinary voting power for the election of directors or other governing body are at the time beneficially owned,
or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.
Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer
to a Subsidiary or Subsidiaries of a Loan Party. Notwithstanding the foregoing, except for purposes of the definition of “Unrestricted
Subsidiary”, an Unrestricted Subsidiary shall be deemed not to be a Subsidiary of a Loan Party for purposes of this Agreement,
other than with respect to the provisions related to ERISA, for which it shall constitute a Subsidiary.


 


“Subsidiary Redesignation”
shall have the meaning specified in the definition of “Unrestricted Subsidiary”.


 


“Supermajority Lenders”
means, as of any date of determination, Lenders holding more than 66 2/3% of the Aggregate Revolving Commitments or, if the
Aggregate Revolving Commitments and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.03,
Lenders holding in the aggregate more than 66 2/3% of the sum of the Total Outstandings (with the aggregate amount of each
Revolving Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held”
by such Revolving Lender for purposes of this definition); provided, that the Revolving Commitment of, and the portion in the aggregate
of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Supermajority
Lenders; provided, further, that if there are two or more Lenders that are not Defaulting Lenders, “Supermajority
Lenders” must consist of at least two Lenders that are not Defaulting Lenders.


 






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“Supply Chain Finance
Reserves” means such reserves as the Agent from time to time determines in its Permitted Discretion as being appropriate to
reflect the liabilities and obligations of the Loan Parties with respect to supply chain finance services provided by any Credit Party
or any of their respective Affiliates.


 


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


 


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


 


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


 


“Swing Line Borrowing”
means a borrowing of a Swing Line Loan pursuant to Section 2.04.


 


“Swing Line Lender”
means Wells Fargo, in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.


 


“Swing Line Loan”
has the meaning specified in Section 2.04(a).


 


“Swing Line Loan
Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially
in the form of Exhibit B.


 


“Swing Line Note”
means the promissory note of the Borrowers substantially in the form of Exhibit C-2, payable to the order of the Swing Line Lender,
evidencing the Swing Line Loans made by the Swing Line Lender.


 


“Swing Line Sublimit”
means an amount equal to the lesser of (a) $20,000,00040,000,000
and (b) the Aggregate Revolving Commitments. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Revolving
Commitments.


 






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“Syndication AgentAgents”
means, collectively, Bank of America, N.A. and itsU.S.
Bank National Association, and their respective successors and assigns.


 


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


 


“Term Loan Agent”
means UBS AG, Stamford Branch.


 


“Term Loan Agreement”
means that certain Credit Agreement, dated as of September 30, 2016 (as amended, restated, amended and restated or otherwise modified
in accordance with the Intercreditor Agreement), among the Lead Borrower, Borrower Holdco, the Term Loan Agent and the lenders party thereto.


 


“Term Loan Facility”
means the $144,625,000 term loan facility under the Term Loan Agreement.


 


“Term Loan Lender”
means “Lender” as defined in the Term Loan Agreement.


 


“Term Loan Obligations”
means “Term Loan Facility Obligations” as defined in the Term Loan Agreement as in effect on the First Amendment Effective
Date.


 


“Term Loan Security
Documents” means the “Security Documents” as defined in the Term Loan Agreement.


 


“Term Priority Accounts”
has the meaning specified in the Intercreditor Agreement.


 


“Term Priority Collateral”
has the meaning specified in the Intercreditor Agreement.


 


“Term SOFR”
means,


 


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


 


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


 






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“Term
SOFR Adjustment” means, for any calculation, 0.10% per annum.


 


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


 


“Term
SOFR Reference Rate” means the forward-looking term rate based on SOFR and that has
been selected or recommended by the Relevant Governmental Body.


 


“Termination Date”
means the earliest to occur of (i) the Maturity Date, (ii) the date on which the maturity of the Obligations is accelerated
(or deemed accelerated) and the Commitments are irrevocably terminated (or deemed terminated) in accordance with Article VIII,
or (iii) the termination of the Revolving Commitments in accordance with the provisions of Section 2.06(a) hereof.


 


“Total Leverage Ratio”
means the ratio of (i) Consolidated Total Indebtedness as at such date (after giving effect to any incurrence or discharge of Indebtedness
on such date) to (ii) the aggregate amount of Consolidated EBITDA for the period of the most recent four consecutive Fiscal Quarters
ending prior to the date of such determination for which Required Financial Statements have been provided as required hereunder, provided
that:


 


(1)            if,
since the beginning of such period, any Loan Party or any Subsidiary shall have made a Sale (including any Sale occurring in connection
with a transaction causing a calculation to be made hereunder), the Consolidated EBITDA for such period shall be reduced by an amount
equal to the Consolidated EBITDA (if positive) attributable to the assets that are the subject of such Sale for such period or increased
by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period;


 


(2)            if,
since the beginning of such period, any Loan Party or any Subsidiary (by merger, consolidation or otherwise) shall have made a Purchase
(including any Purchase occurring in connection with a transaction causing a calculation to be made hereunder), Consolidated EBITDA for
such period shall be calculated after giving pro forma effect thereto as if such Purchase occurred on the first day of such period; and


 


(3)            if,
since the beginning of such period, any Person became a Subsidiary or was merged or consolidated with or into any Borrower or any Subsidiary,
and since the beginning of such period such Person shall have made any Sale or Purchase that would have required an adjustment pursuant
to clause (1) or (2) above if made by any Borrower or a Subsidiary since the beginning of such period, Consolidated EBITDA for
such period shall be calculated after giving pro forma effect thereto as if such Sale or Purchase occurred on the first day of such period;


 


For purposes of this definition,
whenever pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income or earnings relating thereto,
the pro forma calculations in respect thereof (including in respect of anticipated cost savings or synergies relating to any such Sale,
Purchase or other transaction) shall be as determined in good faith by the Chief Financial Officer or another Responsible Officer of the
Lead Borrower; provided that with respect to cost savings or synergies relating to any Sale, Purchase or other transaction, the
related actions are expected by the Lead Borrower to be taken no later than 18 months after the date of determination.


 






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“Total Outstandings”
means the aggregate Outstanding Amount of all Committed Revolving Loans, all Swing Line Loans, and all L/C Obligations.


 


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


 


“Transactions”
means, collectively, (a) the execution and delivery of the Term Loan Agreement and the extension of credit under the Term Loan Facility,
(b) the execution and delivery of this Agreement and the funding of the Loans on the Closing Date, (c) repaying and release
of the obligations of the Lead Borrower and the Guarantor under the Existing Term Loan Agreement, (d) repaying the Term Loan (as
defined in the Existing Credit Agreement), together with all interest, fees and expenses payable in connection therewith under the Existing
Credit Agreement, (e) the Closing Date Dividend, (f) the consummation of any other transactions in connection with the foregoing,
and (g) the payment of the fees and expenses incurred in connection with the foregoing.


 


“Type”
means, with respect to a Committed Revolving Loan, its character as a Base Rate Loan or a LIBO RateSOFR
Loan.


 


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


 


“UCP 600”
means the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber
of Commerce and in effect as of July 1, 2007 (or such later version thereof as may be in effect at the time of issuance).


 


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


 


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


 


“UK
Financial Institution” 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 subject to IFPRU 11.6 of the FCA Handbook (as amended
from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment
firms, and certain affiliates of such credit institutions or investment firms.


 


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


 


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


 






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“Unintentional Overadvance”
means an Overadvance which, to the Agent’s knowledge, did not constitute an Overadvance when made but which has become an Overadvance
resulting from changed circumstances beyond the control of the Credit Parties, including, without limitation, a reduction in the Appraised
Value of property or assets included in the Borrowing Base or misrepresentation by the Loan Parties.


 


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


 


“Unrestricted Cash”
means, at any date of determination, the aggregate amount of cash, cash equivalents and Permitted Cash Equivalent Investments included
in the cash accounts that would be listed on the consolidated balance sheet of the Borrowers prepared in accordance with GAAP as of the
end of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated financial
statements of the Borrowers are available to the extent such cash is not classified as “restricted” for financial statement
purposes (unless so classified solely because of any provision under the Loan Documents or any other agreement or instrument governing
other Indebtedness that is subject to the Intercreditor Agreement or any other intercreditor agreement governing the application thereof
or because they are subject to a Lien securing Indebtedness that is subject to the Intercreditor Agreement or any other intercreditor
agreement) excluding, however, the proceeds from any incurrence of Indebtedness borrowed on the date of such determination that are not
(in the good faith judgment of the Lead Borrower) intended to be used for working capital purposes.


 


“Unrestricted Subsidiary”
means (i) any Subsidiary of Borrower Holdco (other than a Borrower) that at the time of determination is an Unrestricted Subsidiary,
as designated by the board of directors of Borrower Holdco in the manner provided below, and (ii) any Subsidiary of an Unrestricted
Subsidiary (other than a Borrower). The board of directors of Borrower Holdco may designate any Subsidiary of Borrower Holdco (other than
a Borrower) (including any newly acquired or newly formed Subsidiary of Borrower Holdco) to be an Unrestricted Subsidiary unless such
Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, Borrower
Holdco or any other Restricted Subsidiary of Borrower Holdco that is not a Subsidiary of the Subsidiary to be so designated; provided,
that (A) such designation was made at or prior to the Closing Date, (B) immediately after such designation, no Event of Default
under Section 8.01(b), (c), or (i) shall have occurred and be continuing and (C) in no event shall any Loan
Party assign, contribute or transfer any Intellectual Property material to the business of the Loan Parties to an Unrestricted Subsidiary.
The board of directors of Borrower Holdco may designate any Unrestricted Subsidiary to be a “restricted” Subsidiary; provided,
that (A) such Unrestricted Subsidiary, both before and immediately after giving effect to such designation, shall be a wholly owned
Subsidiary of Borrower Holdco and (B) immediately after such designation, no Event of Default under Section 8.01(b),
(c), or (i) shall have occurred and be continuing. Any such designation by the board of directors of Borrower Holdco shall
be evidenced to the Agent by promptly filing with the Agent a copy of the resolution of Borrower Holdco’s board of directors giving
effect to such designation and a certificate of a Responsible Officer of the Lead Borrower certifying that such designation complied with
the foregoing provisions.


 


“U.S.
Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which
the Securities Industry and Financial Markets Association, or any successor thereto, recommends that the fixed income departments of its
members be closed for the entire day for purposes of trading in United States government securities; provided, that for purposes of notice
requirements in Section 2.02(b), such day is also a Business Day.


 


“Wells Fargo”
means Wells Fargo Bank, National Association and its successors.


 






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


 


1.02            Other
Interpretive Provisions


 


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


 


(a)            The
definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require,
any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes”
and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will”
shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any
definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as
referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to
any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference
herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,”
 “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer
to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document
in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating,
amending replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such
law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights.


 


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


 


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


 


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


 






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(e)            For
purposes of determining compliance with any Section of Article VII, in the event that any Lien, Investment, Indebtedness,
Disposition, Restricted Payment, transaction with Affiliates, contractual obligation, or prepayment of Indebtedness meets the criteria
of one or more of the categories of transactions permitted pursuant to any clause of such Sections within the same Section, such transaction
(or portion thereof) at any time, shall be permitted under one or more of such clauses within the same Section as determined by the
Lead Borrower in its reasonable discretion at such time and the Borrower may reclassify such transaction across such clauses within each
Section of Article VII in its sole discretion at any time. Unless the Lead Borrower elects otherwise, compliance with any Section of
Article VII shall be deemed to be first incurred pursuant to a basket or exception based on a financial ratio prior to being
applied to a basket or exception based on a fixed Dollar amount.


 


1.03            Accounting
Terms Generally.


 


All accounting terms not specifically
or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial
calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis.


 


1.04            Rounding.


 


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


 


1.05            Times
of Day.


 


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


 


1.06            Letter
of Credit Amounts.


 


Unless otherwise specified,
all references herein to the amount of a Letter of Credit at any time shall be deemed to be the Stated Amount of such Letter of Credit
in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms of any Issuer Documents related
thereto, provides for one or more automatic increases in the Stated Amount thereof, the amount of such Letter of Credit shall be deemed
to be the maximum Stated Amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum Stated
Amount is in effect at such time.


 






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1.07            Currency
Equivalents Generally.


 


Any amount specified in this
Agreement (other than in Article II, Article IX and Article X) or any of the other Loan Documents
to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount thereof in
the applicable currency to be determined by the Agent at such time on the basis of the Spot Rate (as defined below) for the purchase of
such currency with Dollars. For purposes of this Section 1.07, the “Spot Rate” for a currency means the rate determined
by the Agent to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency
with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business
Days prior to the date of such determination; provided that the Agent may obtain such spot rate from another financial institution designated
by the Agent if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency.


 


1.08            Divisions.


 


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


 


1.09          LIBOR
Replacement.


 


(a)            Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of
a Benchmark Transition Event or an Early Opt-in Election, as applicable,
the Agent and the Lead Borrower may amend this Agreement to replace LIBOR with a Benchmark Replacement.
Any such amendment will become effective at 5:00 p.m. on the fifth (5th) Business Day after the
Agent has posted such proposed amendment to all Lenders and the Lead Borrower so long as the Agent has not received, by such time, written
notice of objection to such Benchmark Replacement from Lenders comprising
the Required Lenders of each Class.


 


(b)            Benchmark
Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Agent will
have the right to make Benchmark Replacement Conforming Changes from time to time, in consultation with the Lead Borrower 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.


 


(c)            Notices;
Standards for Decisions and Determinations.  The Agent will promptly
notify the Lead Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable,
and its related Benchmark Replacement Date and Benchmark Transition Start Date,
(ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes,
and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination,
decision or election that may be made by the Agent or Lenders pursuant to Section 1.09,
including any determination with respect to a tenor, rate or adjustment or of the occurrence or nonoccurrence
of an event, circumstance or date and any decision to take or refrain from taking any action,
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 hereto, except, in each case, as expressly required pursuant to Section 1.09.


 


(d)            Benchmark
Unavailability Period. Upon the Lead Borrower’s receipt of notice of the commencement of a Benchmark Unavailability
Period, the Lead Borrower may revoke any request
for a LIBO Rate Loan or continuation of same during any Benchmark Unavailability Period and, failing that, the Lead Borrower will be deemed
to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans.
During any Benchmark Unavailability Period, the component of Base Rate based upon the LIBO Rate will not
be used in any determination of Base Rate


 






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1.09            Rates.


 


The
Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of,
administration of, submission of, calculation of or any other matter related to Base Rate, the Term SOFR Reference Rate, Adjusted Term
SOFR, Term SOFR or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, or with respect
to any alternative, successor or replacement rate thereto (including any then-current Benchmark or any Benchmark Replacement), including
whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement),
as it may or may not be adjusted pursuant to Section 3.03(b), will be similar to, or produce the same value or economic equivalence
of, or have the same volume or liquidity as, Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark,
prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Agent
and its affiliates or other related entities may engage in transactions that affect the calculation of Base Rate, the Term SOFR Reference
Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant
adjustments thereto and such transactions may be adverse to a Borrower. The Agent may select information sources or services in its reasonable
discretion to ascertain Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any other Benchmark, any component
definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have
no liability to any Borrower, any Lender or any other Person for damages of any kind, including direct or indirect, special, punitive,
incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity),
for any error or calculation of any such rate (or component thereof) provided by any such information source or service.


 


Article II


THE COMMITMENTS AND CREDIT EXTENSIONS


 


2.01            Loans;
Reserves.


 


(a)            Subject
to the terms and conditions set forth herein, each Revolving Lender severally agrees to make loans (each such loan, a “Committed
Revolving Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount
not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Revolving Commitment, or (y) such
Revolving Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations:


 


(i)            after
giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Loan Cap,


 


(ii)           after
giving effect to any Revolving Credit Borrowing, the aggregate Outstanding Amount of the Committed Revolving Loans of any Lender, plus
such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable
Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed the lesser of (x) such Lender’s Revolving Commitment,
and (y) such Lender’s Applicable Percentage of the Borrowing Base, and


 


(iii)          The
Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit.


 






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Within the limits of each Lender’s Revolving
Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay
under Section 2.05, and reborrow Committed Revolving Loans under this Section 2.01. Committed Revolving Loans
may be Base Rate Loans or LIBO RateSOFR
Loans, as further provided herein.


 


(b)            The
Inventory Reserves, Receivables Reserves, and Availability Reserves as of the Closing Date are set forth in the Borrowing Base Certificate
delivered pursuant to Section 4.01(c) hereof.


 


(c)            The
Agent shall have the right, at any time and from time to time after the Closing Date in its Permitted Discretion to establish, modify
or eliminate Reserves upon five (5) Business Days’ prior notice to the Lead Borrower (during which period the Agent shall be
available to discuss any such proposed Reserve with the Borrowers); provided that no such prior notice shall be required (1) at
any time that an Event of Default is continuing, (2) for changes to any Reserves resulting solely by virtue of mathematical calculations
of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent
and Customer Credit Liabilities), or (3) for changes to Reserves or establishment of additional Reserves if a Material Adverse Effect
has occurred or it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed
or established prior to the expiration of such five (5) Business Day period.


 


2.02            Borrowings,
Conversions and Continuations of Committed Revolving Loans.


 


(a)            Committed
Revolving Loans (other than Swing Line Loans) shall be either Base Rate Loans or LIBO RateSOFR
Loans as the Lead Borrower may request subject to and in accordance with this Section 2.02. All Swing Line Loans shall be
only Base Rate Loans. Subject to the other provisions of this Section 2.02, Revolving Credit Borrowings of more than one Type
may be incurred at the same time.


 


(b)            Each
request for a Committed Revolving Loan consisting of a Base Rate Loan shall be made by electronic request of the Lead Borrower through
Agent’s Commercial Electronic Office Portal or through such other electronic portal provided by Agent (the “Portal”).
The Borrowers hereby acknowledge and agree that any request made through the Portal shall be deemed made by a Responsible Officer of the
Borrowers. Each request for a Committed Revolving Loan consisting of a LIBO RateSOFR
Loan shall be made pursuant to the Lead Borrower’s submission of a Committed Loan Notice, which must be received by the Agent not
later than 1:00 p.m. three (3) U.S. Government Securities Business
Days prior to the requested date of any Borrowing or continuation of LIBO RateSOFR
Loans. Each Committed Loan Notice shall specify (i) the requested date of the Borrowing or continuation, as the case may be (which
shall be a Business Day), (ii) the principal amount of LIBO RateSOFR
Loans to be borrowed or continued (which shall be in a principal amount of $500,000 or a whole multiple of $250,000 in excess thereof),
and (iii) the duration of the Interest Period with respect thereto. If the Lead Borrower fails to specify an Interest Period, it
will be deemed to have specified an Interest Period of one month. On the requested date of any LIBO RateSOFR
Loan, (i) in the event that Base Rate Loans are outstanding in an amount equal to or greater than the requested LIBO
RateSOFR Loan, all or a portion of such Base Rate
Loans shall be automatically converted to a LIBO RateSOFR
Loan in the amount requested by the Lead Borrower, and (ii) if Base Rate Loans are not outstanding in an amount at least equal to
the requested LIBO RateSOFR
Loan, the Lead Borrower shall make an electronic request via the Portal for additional Base Rate Loans in an such amount, when taken with
the outstanding Base Rate Loans (which shall be converted automatically at such time), as is necessary to satisfy the requested LIBO
RateSOFR Loan. If the Lead Borrower fails to make
such additional request via the Portal as required pursuant to clause (ii) of the foregoing sentence, then the Borrowers shall be
responsible for all amounts due pursuant to Section 3.05 hereof arising on account of such failure. If the Lead Borrower fails
to give a timely notice with respect to any continuation of a LIBO RateSOFR
Loan, then the applicable Committed Revolving Loans shall be converted to Base Rate Loans, effective as of the last day of the Interest
Period then in effect with respect to the applicable LIBO RateSOFR
Loans. All Committed Revolving Loan requests which are not made on-line via
the Portal shall be subject to (and unless Agent elects otherwise in the exercise of its sole discretion, Committed Revolving Loan shall
not be made until the completion of) Agent’s authentication process (with results satisfactory to Agent) prior to the funding of
any such requested Committed Revolving Loan.


 






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(c)            Following
receipt of a Committed Loan Notice, the Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable
Committed Revolving Loans, and if no timely notice of a conversion or continuation is provided by the Lead Borrower, the Agent shall notify
each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(b). In the case of a Committed
Revolving Loan, each Lender shall make the amount of its Committed Revolving Loan available to the Agent in immediately available funds
at the Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon
satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension,
Section 4.01), the Agent shall use reasonable efforts to make all funds so received available to the Borrowers in like funds
by no later than 3:00 p.m. on the day of receipt by the Agent either by (i) crediting the account of the Lead Borrower on the
books of Wells Fargo with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions
provided to (and reasonably acceptable to) the Agent by the Lead Borrower.


 


(d)            The
Agent, without the request of the Lead Borrower, may advance as a Revolving Loan any interest, fee, service charge (including direct wire
fees), Credit Party Expenses, or other payment to which any Credit Party is entitled from the Loan Parties pursuant hereto or any other
Loan Document and may charge the same to the Loan Account notwithstanding that an Overadvance may result thereby. The Agent shall advise
the Lead Borrower of any such advance or charge promptly after the making thereof. Such action on the part of the Agent shall not constitute
a waiver of the Agent’s rights and the Borrowers’ obligations under Section 2.05(c). Any amount which is added
to the principal balance of the Loan Account as provided in this Section 2.02(d) shall bear interest at the interest
rate then and thereafter applicable to Base Rate Loans.


 


(e)            Except
as otherwise provided herein, a LIBO RateSOFR
Loan may be continued or converted only on the last day of an Interest Period for such LIBO RateSOFR
Loan. During the existence of a Default or an Event of Default, no Committed Revolving Loans may be requested as, converted to or continued
as LIBO RateSOFR
Loans without the Consent of the Required Lenders.


 


(f)            The
Agent shall promptly notify the Lead Borrower and the Lenders of the interest rate applicable to any Interest Period for LIBO
RateSOFR Loans upon determination of such interest
rate. At any time that Base Rate Loans are outstanding, the Agent shall notify the Lead Borrower and the Lenders of any change in Wells
Fargo’s prime rate used in determining the Base Rate promptly following the public announcement of such change.


 


(g)            After
giving effect to all Revolving Credit Borrowings, all conversions of Committed Revolving Loans from one Type to the other, and all continuations
of Committed Revolving Loans as the same Type, there shall not be more than nine (9) Interest Periods in effect with respect to LIBO
RateSOFR Loans.


 






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(h)            The
Agent, the Revolving Lenders, the Swing Line Lender and the L/C Issuer shall have no obligation to make any Revolving Loan or to provide
any Letter of Credit if an Overadvance would result. The Agent may, in its discretion, make Permitted Overadvances without the consent
of the Borrowers, the Lenders, the Swing Line Lender and the L/C Issuer and the Borrowers and each Lender and L/C Issuer shall be bound
thereby. Any Permitted Overadvance may constitute a Swing Line Loan. A Permitted Overadvance is for the account of the Borrowers and shall
constitute a Revolving Loan which is a Base Rate Loan and an Obligation and shall be repaid by the Borrowers in accordance with the provisions
of Section 2.05(c). The making of any such Permitted Overadvance on any one occasion shall not obligate the Agent or any Revolving
Lender to make or permit any Permitted Overadvance on any other occasion or to permit such Permitted Overadvances to remain outstanding.
The making by the Agent of a Permitted Overadvance shall not modify or abrogate any of the provisions of Section 2.03 regarding
the Revolving Lenders’ obligations to purchase participations with respect to Letters of Credit or of Section 2.04 regarding
the Revolving Lenders’ obligations to purchase participations with respect to Swing Line Loans. The Agent shall have no liability
for, and no Loan Party or Credit Party shall have the right to, or shall, bring any claim of any kind whatsoever against the Agent with
respect to Unintentional Overadvances regardless of the amount of any such Overadvance(s).


 


2.03            Letters
of Credit.


 


(a)            The
Letter of Credit Commitment.


 


(i)            Subject
to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders
set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until
the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrowers, and to amend or extend Letters of Credit
previously issued by it, in accordance with Section 2.03(b) below, and (2) to honor drawings under the Letters of
Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrowers
and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit,
(x) the Total Outstandings shall not exceed Loan Cap, (y) the aggregate Outstanding Amount of the Committed Revolving Loans
of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such
Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving
Commitment or such Lender’s Applicable Percentage of the Borrowing Base, and (z) the Outstanding Amount of the L/C Obligations
shall not exceed the Letter of Credit Sublimit. Each request by the Lead Borrower for the issuance or amendment of a Letter of Credit
shall be deemed to be a representation by the Borrowers that the L/C Credit Extension so requested complies with the conditions set forth
in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’
ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers may, during the foregoing period, obtain Letters
of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. The Existing Letters of Credit shall
be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions
hereof. All Requests for Credit Extension requests which are not made on-line
via the Portal shall be subject to (and unless Agent elects otherwise in the exercise of its sole discretion, Letter of Credit shall not
be issued until the completion of) Agent’s authentication process (with results satisfactory to Agent) prior to the funding of any
such requested Letter of Credit.


 


(ii)            No
Letter of Credit shall be issued if:


 


(A)            subject
to Section 2.03(a)(iii), the expiry date of such requested Standby Letter of Credit would occur more than twelve (12) months
after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or


 






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(B)            subject
to Section 2.03(a)(iii), the expiry date of such requested Commercial Letter of Credit would occur more than one hundred twenty
(120) days after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or


 


(C)            the
expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless either such Letter of Credit
is Cash Collateralized on or prior to the date of issuance of such Letter of Credit (or such later date as to which the Agent may agree)
or all the Revolving Lenders have approved such expiry date.


 


(iii)            No
Letter of Credit shall be issued without the prior consent of the Agent if:


 


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


 


(B)            the
issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;


 


(C)            except
as otherwise agreed by the Agent and the L/C Issuer, such Letter of Credit is in an initial Stated Amount less than $100,000, in the case
of a Commercial Letter of Credit, or $250,000, in the case of a Standby Letter of Credit;


 


(D)            such
Letter of Credit is to be denominated in a currency other than Dollars; provided that if the L/C Issuer, in its discretion, issues
a Letter of Credit denominated in a currency other than Dollars, all reimbursements by the Borrowers of the honoring of any drawing under
such Letter of Credit shall be paid in Dollars based on the Spot Rate;


 


(E)            such
Letter of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or


 


(F)            a
default of any Revolving Lender’s obligations to fund under Section 2.03(c) exists or any Revolving Lender is at
such time a Defaulting Lender hereunder, unless the Agent or L/C Issuer has entered into satisfactory arrangements with the Borrowers
or such Revolving Lender to eliminate the L/C Issuer’s risk with respect to such Revolving Lender.


 


(iv)            The
L/C Issuer shall not amend any Letter of Credit if (A) the L/C Issuer would not be permitted at such time to issue such Letter of
Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment
to such Letter of Credit.


 






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(v)            The
L/C Issuer shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by it and the documents associated
therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Agent in Article IX with
respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be
issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Agent” as used in Article IX
included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.


 


(b)            Procedures
for Issuance and Amendment of Letters of Credit.


 


(i)             Each
Letter of Credit shall be issued or amended, as the case may be, upon the request of the Lead Borrower delivered to the L/C Issuer (with
a copy to the Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the
Lead Borrower. Such Letter of Credit Application must be received by the L/C Issuer and the Agent not later than 11:00 a.m. at least
two Business Days (or such other date and time as the Agent and the L/C Issuer may agree in a particular instance in their sole discretion)
prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter
of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the Agent and the L/C Issuer:
(A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the
expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary
in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing
thereunder; and (G) such other matters as the Agent or L/C Issuer may reasonably require. In the case of a request for an amendment
of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the
Agent and the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be
a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the Agent or the L/C Issuer may reasonably
require. Additionally, the Lead Borrower shall furnish to the L/C Issuer and the Agent such other documents and information pertaining
to such requested Letter of Credit issuance or amendment, and any Issuer Documents (including, if requested by the L/C Issuer, a Standby
Letter of Credit Agreement or Commercial Letter of Credit Agreement, as applicable), as the L/C Issuer or the Agent may reasonably require.


 


(ii)            Promptly
after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Agent (by telephone or in writing) that the Agent
has received a copy of such Letter of Credit Application from the Lead Borrower and, if not, the L/C Issuer will provide the Agent with
a copy thereof. Unless the L/C Issuer has received written notice from any Revolving Lender, the Agent or any Loan Party, at least one
Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions
contained in Article IV shall not then be satisfied or unless the L/C Issuer would not be permitted, or would have no obligation,
at such time to issue such Letter of Credit under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or
otherwise), then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for
the account of the applicable Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the
L/C Issuer’s usual and customary business practices. Immediately upon the issuance or amendment of each Letter of Credit, each Revolving
Lender shall be deemed to (without any further action), and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer,
without recourse or warranty, a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Lender’s
Applicable Percentage times the Stated Amount of such Letter of Credit. Upon any change in the Revolving Commitments under this Agreement,
it is hereby agreed that with respect to all L/C Obligations, there shall be an automatic adjustment to the participations hereby created
to reflect the new Applicable Percentages of the assigning and assignee Revolving Lenders.


 






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(iii)           Promptly
after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary
thereof, the L/C Issuer will also deliver to the Lead Borrower and the Agent a true and complete copy of such Letter of Credit or amendment.


 


(c)            Drawings
and Reimbursements; Funding of Participations.


 


(i)             Upon
receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall notify
the Lead Borrower and the Agent thereof not less than two (2) Business Days prior to the Honor Date (as defined below; provided,
however, that any failure to give or delay in giving such notice shall not relieve the Borrowers of their obligation to reimburse
the L/C Issuer and the Revolving Lenders with respect to any such payment. On the date of any payment by the L/C Issuer under a Letter
of Credit (each such date, an “Honor Date”), the Borrowers shall be deemed to have requested a Revolving Credit Borrowing
of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the amount of such payment, without regard to the minimum and
multiples specified in Section 2.02(b) for the principal amount of Base Rate Loans, and without regard to whether the
conditions set forth in Section 4.02 have been met. Any notice given by the L/C Issuer or the Agent pursuant to this Section 2.03(c)(i) may
be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect
the conclusiveness or binding effect of such notice.


 


(ii)            Each
Revolving Lender’s obligation to make Committed Revolving Loans to reimburse the L/C Issuer for amounts drawn under Letters of Credit,
as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance,
including (A) any setoff, counterclaim, recoupment, defense or other right which such Revolving Lender may have against the L/C Issuer,
any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or Event of Default, or
(C) any other occurrence, event or condition, whether or not similar to any of the foregoing, and without regard to whether the conditions
set forth in Section 4.02 have been met.


 


(d)            Repayment
of Participations. If any payment received by the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned
under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the L/C Issuer
in its discretion), each Revolving Lender shall pay to the Agent for the account of the L/C Issuer its Applicable Percentage thereof on
demand of the Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Lender,
at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Revolving Lenders under this clause
shall survive the payment in full of the Obligations and the termination of this Agreement.


 






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(e)            Obligations
Absolute. The obligation of the Borrowers to reimburse the L/C Issuer for each drawing under each Letter of Credit shall be absolute,
unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including
the following:


 


(i)             any
lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;


 


(ii)            the
existence of any claim, counterclaim, setoff, defense or other right that the Borrowers or any Subsidiary may have at any time against
any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be
acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such
Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;


 


(iii)           any
draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient
in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise
of any document required in order to make a drawing under such Letter of Credit;


 


(iv)           any
payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with
the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a
trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or
successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under
any Debtor Relief Law;


 


(v)           any
other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might
otherwise constitute a defense available to, or a discharge of, the Borrowers or any of their Subsidiaries; or


 


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


 


The Lead Borrower shall promptly
examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance
with the Lead Borrower’s instructions or other irregularity, the Lead Borrower will immediately notify the Agent and the L/C Issuer.


 






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(f)            Role
of L/C Issuer. Each Revolving Lender and the Borrowers agree that, in paying any drawing under a Letter of Credit, the L/C Issuer
shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by
the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing
or delivering any such document. None of the L/C Issuer, the Agent, any of their respective Related Parties nor any correspondent, participant
or assignee of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith
at the request or with the approval of the Revolving Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted
in the absence of gross negligence or willful misconduct; (iii) 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 or any error in interpretation of technical
terms; or (iv) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter
of Credit or Issuer Document. The Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect
to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude
the Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other
agreement. None of the L/C Issuer, the Agent, any of their respective Related Parties nor any correspondent, participant or assignee
of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e) or
for any action, neglect or omission under or in connection with any Letter of Credit or Issuer Documents, including, without limitation,
the issuance or any amendment of any Letter of Credit, the failure to issue or amend any Letter of Credit, or the honoring or dishonoring
of any demand under any Letter of Credit, and such action or neglect or omission will bind the Borrowers; provided, however,
that anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against the L/C Issuer, and the L/C Issuer
may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential, exemplary or punitive
damages suffered by the Borrowers which the Borrowers prove were caused by the L/C Issuer’s willful misconduct or gross negligence
or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight
draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit; provided further,
however, that any claim against the L/C Issuer by the Borrowers for any loss suffered or incurred by the Borrowers shall be reduced by
an amount equal to the sum of (i) the amount (if any) saved by the Borrowers as a result of the breach or other wrongful conduct
that allegedly caused such loss, and (ii) the amount (if any) of the loss that would have been avoided had the Borrowers taken all
reasonable steps to mitigate such loss, including, without limitation, by enforcing their rights against any beneficiary and, in case
of a claim of wrongful dishonor, by specifically and timely authorizing the L/C Issuer to cure such dishonor. In furtherance and not
in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility
for further investigation, regardless of any notice or information to the contrary (or the L/C Issuer may 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 and may disregard any requirement
in a Letter of Credit that notice of dishonor be given in a particular manner and any requirement that presentation be made at a particular
place or by a particular time of day), and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof,
in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer shall not be responsible for the wording
of any Letter of Credit (including, without limitation, any drawing conditions or any terms or conditions that are ineffective, ambiguous,
inconsistent, unduly complicated or reasonably impossible to satisfy), notwithstanding any assistance the L/C Issuer may provide to the
Borrowers with drafting or recommending text for any Letter of Credit Application or with the structuring of any transaction related
to any Letter of Credit, and the Borrowers hereby acknowledge and agree that any such assistance will not constitute legal or other advice
by the L/C Issuer or any representation or warranty by the L/C Issuer that any such wording or such Letter of Credit will be effective.
Without limiting the foregoing, the L/C Issuer may, as it deems appropriate, modify or alter and use in any Letter of Credit the terminology
contained on the Letter of Credit Application for such Letter of Credit.


 






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(g)            Cash
Collateral. Upon the request of the Agent, (i) if the L/C Issuer has honored any full or partial drawing request under any Letter
of Credit and such drawing has resulted in an L/C Obligation that remains outstanding, or (ii) if, as of the Letter of Credit Expiration
Date, any L/C Obligation for any reason remains outstanding, the Borrowers shall, in each case, promptly (but in all events with respect
to clause (i) above, within five (5) Business Days and, with respect to clause (ii) above, within three (3) Business
Days) Cash Collateralize the then Outstanding Amount of all L/C Obligations. Sections 2.05(c) and Section 8.03
set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Section 2.03, Section 2.05(c) and
Section 8.03, “Cash Collateralize” means to pledge and deposit with or deliver to the Agent, for the benefit
of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to 103%
of the Outstanding Amount of all L/C Obligations (other than L/C Obligations with respect to Letters of Credit denominated in a currency
other than Dollars, which L/C Obligations shall be Cash Collateralized in an amount equal to 105% of the Outstanding Amount of such L/C
Obligations), pursuant to documentation in form and substance reasonably satisfactory to the Agent and the L/C Issuer (which documents
are hereby Consented to by the Lenders). The Borrowers hereby grant to the Agent a security interest in all such cash, deposit accounts
and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit
accounts at Wells Fargo. If at any time the Agent determines that any funds held as Cash Collateral are subject to any right or claim
of any Person other than the Agent or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations,
the Borrowers will, forthwith upon demand by the Agent, pay to the Agent, as additional funds to be deposited as Cash Collateral, an amount
equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral
that the Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are
on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse the L/C Issuer
and, to the extent not so applied, shall, so long as no Default or Event of Default has occurred and is continuing, thereafter be returned
to the Borrowers.


 


(h)            Applicability
of ISP and UCP 600. Unless otherwise expressly agreed by the L/C Issuer and the Lead Borrower when a Letter of Credit is issued (including
any such agreement applicable to the Existing Letters of Credit), (i) the rules of the ISP and the UCP 600 shall apply to each
Standby Letter of Credit, and (ii) the rules of the UCP 600 shall apply to each Commercial Letter of Credit.


 


(i)             Letter
of Credit Fees. The Borrowers shall pay to the Agent for the account of each Revolving Lender in accordance with its Applicable Percentage
a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Margin times
the daily Stated Amount under each such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit).
For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of the Letter of Credit shall
be determined in accordance with Section 1.06. Letter of Credit Fees shall be (i) due and payable on the first dayBusiness
Day after the end of each quarter commencing with the first such date to occur after the issuance of such Letter of Credit,
and thereafter on demand, and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Margin during
any quarter, the daily amount available to be drawn under of each Letter of Credit shall be computed and multiplied by the Applicable
Margin separately for each period during such quarter that such Applicable Margin was in effect. Notwithstanding anything to the contrary
contained herein, while any Event of Default pursuant to Sections 8.01(b), (c) or (i) exists, all Letter
of Credit Fees shall accrue at the Default Rate as provided in Section 2.08(b) hereof; provided that, with respect to
any Event of Default pursuant to Sections 8.01(b) or (c), the Default Rate shall apply only at the election of the
Agent or at the direction of the Required Lenders.


 


(j)             Fronting
Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrowers shall pay directly to the L/C Issuer, for its own
account, a fronting fee (the “Fronting Fee”) (i) with respect to each Commercial Letter of Credit, at a rate equal
to 0.125% per annum, computed on the amount of such Letter of Credit, and payable upon the issuance or amendment thereof, and (ii) with
respect to each Standby Letter of Credit, at a rate equal to 0.250% per annum, computed on the daily amount available to be drawn under
such Letter of Credit and on a quarterly basis in arrears. Such Fronting Fees shall be due and payable on the first day after the end
of each quarter, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration
Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount
of the Letter of Credit shall be determined in accordance with Section 1.06. In addition, the Borrowers shall pay directly
to the L/C Issuer, for its own account, the customary issuance, presentation, amendment and other processing fees, and other standard
costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs
and charges are due and payable on demand and are nonrefundable.


 






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(k)            Conflict
with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof
shall control.


 


2.04            Swing
Line Loans.


 


(a)            The
Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender may, in reliance upon the agreements of the
other Revolving Lenders set forth in this Section 2.04, make loans (each such loan, a “Swing Line Loan”)
to the Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time
outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable
Percentage of the Outstanding Amount of Committed Revolving Loans and L/C Obligations of the Lender acting as Swing Line Lender, may
exceed the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing
Line Loan, (i) the Total Outstandings shall not exceed Loan Cap, and (ii) the aggregate Outstanding Amount of the Committed
Revolving Loans of any Lender at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C
Obligations at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans at
such time shall not exceed such Lender’s Revolving Commitment or such Lender’s Applicable Percentage of the Borrowing Base,
and provided, further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding
Swing Line Loan, and provided further that the Swing Line Lender shall not be obligated to make any Swing Line Loan
at any time when any Revolving Lender is at such time a Defaulting Lender hereunder, unless the Swing Line Lender has entered into satisfactory
arrangements with the Borrowers or such Revolving Lender to eliminate the Swing Line Lender’s risk with respect to such Lender.
Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04,
prepay under Section 2.05(c), and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest
only at the rate applicable to Base Rate Loans. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed
to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line
Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan. The Swing
Line Lender shall have all of the benefits and immunities (A) provided to the Agent in Article IX with respect to any
acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made by it or proposed to be made by it
as if the term “Agent” as used in Article IX included the Swing Line Lender with respect to such acts
or omissions, and (B) as additionally provided herein with respect to the Swing Line Lender.


 


(b)            Borrowing
Procedures. Each Swing Line Borrowing shall be made upon the Lead Borrower’s irrevocable notice to the Swing Line Lender and
the Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Agent not later than 1:00
p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000,
and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery
to the Swing Line Lender and the Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer
of the Lead Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender
will confirm with the Agent (by telephone or in writing) that the Agent has also received such Swing Line Loan Notice and, if not, the
Swing Line Lender will notify the Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received
notice (by telephone or in writing) from the Agent at the request of the Required Lenders prior to 1:00 p.m. on the date of the proposed
Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth
in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified
in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may, not later
than 1:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to
the Borrowers at its office by crediting the account of the Lead Borrower on the books of the Swing Line Lender in immediately available
funds.


 






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(c)            Refinancing
of Swing Line Loans.


 


(i)            The
Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrowers (which hereby irrevocably authorize
the Swing Line Lender to so request on their behalf), that each Revolving Lender make a Base Rate Loan in an amount equal to such Revolving
Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which
written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02,
without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized
portion of the Loan Cap and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Lead Borrower
with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Agent. Each Revolving Lender shall make
an amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice available to the Agent in immediately
available funds for the account of the Swing Line Lender at the Agent’s Office not later than 1:00 p.m. on the day specified
in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Lender that so makes funds available
shall be deemed to have made a Base Rate Loan to the Borrowers in such amount. The Agent shall remit the funds so received to the Swing
Line Lender.


 


(ii)            If
for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i),
the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line
Lender that each of the Revolving Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Lender’s
payment to the Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment
in respect of such participation.


 


(iii)           If
any Revolving Lender fails to make available to the Agent for the account of the Swing Line Lender any amount required to be paid by such
Revolving Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i),
the Swing Line Lender shall be entitled to recover from such Revolving Lender (acting through the Agent), on demand, such amount with
interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the
Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in
accordance with banking industry rules on interbank compensation plus any administrative, processing or similar fees customarily
charged by the Swing Line Lender in connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as
aforesaid), the amount so paid shall constitute such Revolving Lender’s Committed Revolving Loan included in the relevant Revolving
Credit Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted
to any Revolving Lender (through the Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent
manifest error.


 






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(iv)           Each
Revolving Lender’s obligation to make Committed Revolving Loans or to purchase and fund risk participations in Swing Line Loans
pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including
(A) any setoff, counterclaim, recoupment, defense or other right which such Revolving Lender may have against the Swing Line Lender,
the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or an Event of Default,
or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however,
that each Revolving Lender’s obligation to make Committed Revolving Loans pursuant to this Section 2.04(c) is subject
to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the
obligation of the Borrowers to repay Swing Line Loans, together with interest as provided herein.


 


(d)            Repayment
of Participations.


 


(i)            At
any time after any Revolving Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives
any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Revolving Lender its Applicable Percentage
of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s
risk participation was funded) in the same funds as those received by the Swing Line Lender.


 


(ii)            If
any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by
the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered
into by the Swing Line Lender in its discretion), each Revolving Lender shall pay to the Swing Line Lender its Applicable Percentage thereof
on demand of the Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum
equal to the Federal Funds Rate. The Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Revolving
Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.


 


(e)            Interest
for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrowers for interest on the Swing
Line Loans. Until each Revolving Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance
such Revolving Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage shall be
solely for the account of the Swing Line Lender.


 


(f)            Payments
Directly to Swing Line Lender. The Borrowers shall make all payments of principal and interest in respect of the Swing Line Loans
directly to the Swing Line Lender.


 






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2.05            Prepayments.


 


(a)            The
Borrowers may, upon irrevocable notice from the Lead Borrower to the Agent, at any time or from time to time voluntarily prepay Committed
Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Agent
not later than 1:00 p.m. (A) three U.S. Government Securities Business
Days prior to any date of prepayment of LIBO RateSOFR
Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of LIBO RateSOFR
Loans shall be in a principal amount of $500,000 or a whole multiple of $250,000 in excess thereof; and (iii) any prepayment of Base
Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $250,000 in excess thereof ($100,000 and $100,000, respectively,
in the case of Swing Line Loans) or, in each case, if less, the entire principal amount thereof then outstanding; provided, further, that
such notice may state that it is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked
by the Borrowers (by notice to the Agent on or prior to the specified closing date) if such condition is not satisfied. Each such notice
shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if LIBO
RateSOFR Loans, the Interest Period(s) of such
Loans. The Agent will promptly notify each Revolving Lender of its receipt of each such notice, and of the amount of such Revolving Lender’s
Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBO
RateSOFR Loan shall be accompanied by all accrued
interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment
shall be applied to the Committed Revolving Loans of the Lenders in accordance with their respective Applicable Percentages.


 


(b)            The
Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the Agent), at any time or from
time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice
must be received by the Swing Line Lender and the Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any
such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment.
If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice
shall be due and payable on the date specified therein.


 


(c)            If
for any reason the Total Outstandings at any time exceed the Loan Cap as then in effect, the Borrowers shall immediately prepay Committed
Revolving Loans, Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided,
however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless
after the prepayment in full of the Committed Revolving Loans and Swing Line Loans, the Total Outstandings exceed the Loan Cap as then
in effect.


 


(d)          After
the occurrence and during the continuance of a Cash Dominion Event, the Borrowers shall prepay the Committed Revolving Loans, all outstanding
interest fees and Credit Party Expenses, and Cash Collateralize the L/C Obligations with proceeds and collections received by the Loan
Parties to the extent so required under the provisions of Section 6.11 hereof.


 


(e)            Prepayments
made pursuant to Section 2.05(c), and (d)(i) above, first, shall be applied to the Swing Line Loans, second, shall
be applied ratably to the outstanding Committed Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations;
and, fourth, the amount remaining, if any, after the prepayment in full of all Swing Line Loans and Committed Revolving Loans outstanding
at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrowers for use in the ordinary
course of its business. Prepayments made pursuant to Section 2.05(d)(ii) shall be applied in accordance with Section 8.04.
Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without
any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Revolving Lenders,
as applicable.


 






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2.06            Termination
or Reduction of Commitments.


 


(a)            The
Borrowers may, upon irrevocable notice from the Lead Borrower to the Agent, terminate the Aggregate Revolving Commitments, the Letter
of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Revolving Commitments, the Letter
of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Agent not later
than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in
an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate
or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the
Total Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto,
the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the
Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans
hereunder would exceed the Swing Line Sublimit.


 


(b)            If,
after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit
exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically
reduced by the amount of such excess.


 


(c)            The
Agent will promptly notify the Revolving Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit
or the Aggregate Revolving Commitments under this Section 2.06(c). Upon any reduction of the Aggregate Revolving Commitments,
the Revolving Commitment of each Revolving Lender shall be reduced by such Revolving Lender’s Applicable Percentage of such reduction
amount. All fees (including, without limitation, commitment fees and Letter of Credit Fees) and interest in respect of the Aggregate Revolving
Commitments accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective
date of such termination.


 


2.07            Repayment
of Loans.


 


(a)            The
Borrowers shall repay to the Revolving Lenders on the Termination Date the aggregate principal amount of Committed Revolving Loans outstanding
on such date.


 


(b)            To
the extent not previously paid, the Borrowers shall repay the outstanding balance of the Swing Line Loans on the Termination Date.


 


2.08            Interest.


 


(a)            Subject
to the provisions of Section 2.08(b) below,


 


(i)             each
LIBO RateSOFR Loan
constituting a Committed Revolving Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a
rate per annum equal to the Adjusted LIBO RateTerm
SOFR for such Interest Period plus the Applicable Margin;


 


(ii)            each
Base Rate Loan constituting a Committed Revolving Loan shall bear interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate plus the Applicable Margin; and


 






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(iii)           each
Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum
equal to the Base Rate plus the Applicable Margin.


 


(b)     (i)     If
any Event of Default exists under Section 8.01(i), or if any amount payable under any Loan Document is not paid when due (without
regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest
at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.


 


(ii)            If
any Event of Default exists under Section 8.01(b) or (c), then the Agent may, and upon the request of the Required
Lenders shall, notify the Lead Borrower that all amounts payable under any Loan Document not paid when due (without regard to any applicable
grace periods), whether at stated maturity, by acceleration or otherwise, shall thereafter bear interest at a fluctuating interest rate
per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.


 


(iii)          Accrued
and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.


 


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


 


2.09            Fees.


 


In addition to certain fees
described in Sections 2.03(i) and 2.03(j):


 


(a)            Commitment
Fee. The Borrowers shall pay to the Agent for the account of each Revolving Lender in accordance with its Applicable Percentage, a
commitment fee calculated on a per annum basis equal to .200.20%
per annum times the actual daily amount by which the Aggregate Revolving Commitments exceed the Total Outstandings. The commitment fee
shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV
is not met, and shall be due and payable quarterly in arrears on the first day after the end of each quarter, commencing with the first
such date to occur after the Closing Date, and on the last day of the Availability Period. The commitment fee shall be calculated quarterly
in arrears.


 


(b)            Other
Fees. The Borrowers shall pay to Wells Fargo (in its capacity as an Arranger and the Agent) fees in the amounts and at the times specified
in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.


 


2.10            Computation
of Interest and Fees.


 


(a)             Except
for any computations with respect to clause (c) of the definition of Base Rate (which shall be computed on the basis of a year of
365, or to the extent a leap year, 366), all computations of fees and interest shall be made on the basis of a 360-day year and actual
days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion
thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made
shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Agent of an interest rate or fee hereunder
shall be conclusive and binding for all purposes, absent manifest error.


 






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


 


2.11            Evidence
of Debt.


 


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


 


(b)            In
addition to the accounts and records referred to in Section 2.11(a), each Revolving Lender and the Agent shall maintain in
accordance with its usual practice accounts or records evidencing the purchases and sales by such Revolving Lender of participations in
Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Agent and the
accounts and records of any Revolving Lender in respect of such matters, the accounts and records of the Agent shall control in the absence
of manifest error.


 


(c)            Agent
shall render monthly statements regarding the Loan Account to the Lead Borrower including principal, interest, fees, and including an
itemization of all charges and expenses constituting Credit Party Expenses owing, and such statements, absent manifest error, shall be
conclusively presumed to be correct and accurate and constitute an account stated between Borrowers and the Credit Parties unless, within
thirty (30) days after receipt thereof by the Lead Borrower, the Lead Borrower shall deliver to Agent written objection thereto describing
the error or errors contained in any such statements.


 






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2.12            Payments
Generally; Agent’s Clawback.


 


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


 


(b)       (i)         Revolving
Lenders; Presumption by Agent. Unless the Agent shall have received notice from a Revolving Lender prior to the proposed date of any Revolving
Credit Borrowing of LIBO RateSOFR
Loans (or in the case of any Revolving Credit Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such
Revolving Lender will not make available to the Agent such Revolving Lender’s share of such Revolving Credit Borrowing, the Agent
may assume that such Revolving Lender has made such share available on such date in accordance with Section 2.02 (or in the
case of a Revolving Credit Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the
time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrowers a corresponding
amount. In such event, if a Revolving Lender has not in fact made its share of the applicable Revolving Credit Borrowing available to
the Agent, then the applicable Revolving Lender and the Borrowers severally agree to pay to the Agent forthwith on demand such corresponding
amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to
the Borrowers to but excluding the date of payment to the Agent, at (A) in the case of a payment to be made by such Revolving Lender,
the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation
plus any administrative processing or similar fees customarily charged by the Agent in connection with the foregoing, and (B) in
the case of a payment to be made by the Borrowers, the interest rate applicable to Committed Revolving Loans comprising Base Rate Loans.
If the Borrowers and such Revolving Lender shall pay such interest to the Agent for the same or an overlapping period, the Agent shall
promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Revolving Lender pays its share
of the applicable Revolving Credit Borrowing to the Agent, then the amount so paid shall constitute such Revolving Lender’s Committed
Revolving Loan included in such Revolving Credit Borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers
may have against a Revolving Lender that shall have failed to make such payment to the Agent.


 


(ii)            Payments
by Borrowers; Presumptions by Agent. Unless the Agent shall have received notice from the Lead Borrower prior to the time at which
any payment is due to the Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrowers will not make such payment,
the Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if the Borrowers have not in fact made
such payment, then each of the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Agent forthwith on demand
the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of payment to the Agent, at the greater of the Federal Funds
Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation.


 


A notice of the Agent to any
Lender or the Lead Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest
error.


 






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(c)            Failure
to Satisfy Conditions Precedent. If any Lender makes available to the Agent funds for any Loan to be made by such Lender as provided
in the foregoing provisions of this Article II, and such funds are not made available to the Borrowers by the Agent because
the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the
terms hereof (subject to the provisions of the last paragraph of Section 4.02 hereof), the Agent shall return such funds (in
like funds as received from such Lender) to such Lender, without interest.


 


(d)            Obligations
of Lenders Several. The obligations of the Revolving Lenders hereunder to make Committed Revolving Loans, to fund participations in
Letters of Credit and Swing Line Loans and to make payments hereunder are several and not joint. The failure of any Revolving Lender to
make any Committed Revolving Loan, to fund any such participation or to make any payment hereunder on any date required hereunder shall
not relieve any other Revolving Lender of its corresponding obligation to do so on such date, and no Revolving Lender shall be responsible
for the failure of any other Revolving Lender to so make its portion of its Committed Revolving Loan, to purchase its participation or
to make its payment hereunder.


 


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


 


2.13            Sharing
of Payments by Lenders.


 


If any Credit Party shall,
by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of, interest on, or other amounts
with respect to, any of the Obligations resulting in any Revolving Lender receiving payment of a proportion of the aggregate amount of
Obligations in respect of Committed Revolving Loans greater than its pro rata share thereof as provided herein (including as in contravention
of the priorities of payment set forth in Section 8.04), then the Credit Party receiving such greater proportion shall (a) notify
the Agent of such fact, and (b) purchase (for cash at face value) participations in the Obligations of the other Revolving Lenders,
or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Credit Parties ratably
and in the priorities set forth in Section 8.04, provided that:


 


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


 


(ii)            the
provisions of this Section shall not be construed to apply to (x) any payment made by the Loan Parties pursuant to and in accordance
with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of
a participation in any of its portion of its Committed Revolving Loans or subparticipations in L/C Obligations or Swing Line Loans to
any assignee or participant, other than to the Borrowers or any Subsidiary thereof (as to which the provisions of this Section shall
apply).


 


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


 






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2.14            Settlement
Amongst Lenders.


 


(a)            The
amount of each Revolving Lender’s Applicable Percentage of outstanding Committed Revolving Loans (including outstanding Swing Line
Loans), shall be computed weekly (or more frequently in the Agent’s discretion) and shall be adjusted upward or downward based on
all Committed Revolving Loans (including Swing Line Loans) and repayments of Committed Revolving Loans (including Swing Line Loans) received
by the Agent as of 3:00 p.m. on the first Business Day (such date, the “Settlement Date”) following the end of
the period specified by the Agent.


 


(b)            The
Agent shall deliver to each of the Revolving Lenders promptly after a Settlement Date a summary statement of the amount of outstanding
Committed Revolving Loans and Swing Line Loans for the period and the amount of repayments received for the period. As reflected on the
summary statement, (i) the Agent shall transfer to each Revolving Lender its Applicable Percentage of repayments, and (ii) each
Revolving Lender shall transfer to the Agent (as provided below) or the Agent shall transfer to each Revolving Lender, such amounts as
are necessary to insure that, after giving effect to all such transfers, the amount of Committed Revolving Loans made by each Lender shall
be equal to such Revolving Lender’s Applicable Percentage of all Committed Revolving Loans outstanding as of such Settlement Date.
If the summary statement requires transfers to be made to the Agent by the Revolving Lenders and is received prior to 1:00 p.m. on
a Business Day, such transfers shall be made in immediately available funds no later than 3:00 p.m. that day; and, if received after
1:00 p.m., then no later than 3:00 p.m. on the next Business Day. The obligation of each Revolving Lender to transfer such funds
is irrevocable, unconditional and without recourse to or warranty by the Agent. If and to the extent any Revolving Lender shall not have
so made its transfer to the Agent, such Revolving Lender agrees to pay to the Agent, forthwith on demand such amount, together with interest
thereon, for each day from such date until the date such amount is paid to the Agent, equal to the greater of the Federal Funds Rate and
a rate determined by the Agent in accordance with banking industry rules on interbank compensation plus any administrative,
processing, or similar fees customarily charged by the Agent in connection with the foregoing.


 


2.15            Uncommitted
Increase.


 


(a)            Uncommitted
Increase.


 


(i)             Request
for Increase. Provided no Default or Event of Default then exists or would arise therefrom, upon notice to the Agent (which shall
promptly notify the Lenders), the Lead Borrower may request an increase in the Aggregate Revolving Commitments by an amount (for all such
requests) not exceeding $100,000,000200,000,000
or such higher amount as may be agreed to by Required Lenders (the “Commitment Increase”); provided that any
such request for an increase shall be in a minimum amount of $5,000,00010,000,000.
At the time of sending such notice, the Lead Borrower (in consultation with the Agent) shall specify the time period within which each
Revolving Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice
to the Revolving Lenders). No Lender is required to increase its Commitment.


 


(ii)            Lender
Elections to Increase. Each Lender shall notify the Agent within such time period whether or not it agrees to increase its Revolving
Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase.
Any Revolving Lender not responding within such time period shall be deemed to have declined to increase its Revolving Commitment.


 






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(iii)           Notification
by Agent; Additional Lenders. The Agent shall notify the Lead Borrower and each Revolving Lender of the Revolving Lenders’ responses
to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Agent, the L/C Issuer
and the Swing Line Lender (which approvals shall not be unreasonably withheld), to the extent that the existing Lenders decline to increase
their Revolving Commitments, or decline to increase their Revolving Commitments to the amount requested by the Lead Borrower, the Agent,
in consultation with the Lead Borrower, will use its reasonable efforts to arrange for other Eligible Assignees to become a Revolving
Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Aggregate Revolving Commitments requested
by the Lead Borrower and not accepted by the existing Revolving Lenders (and the Lead Borrower may also invite additional Eligible Assignees
to become Revolving Lenders) (each, an “Additional Commitment Lender”), provided, however, that without
the consent of the Agent, at no time shall the Revolving Commitment of any Additional Commitment Lender be less than $10,000,00020,000,000.


 


(iv)           Effective
Date and Allocations. If the Aggregate Revolving Commitments are increased in accordance with this Section, the Agent, in consultation
with the Lead Borrower, shall determine the effective date (the “Increase Effective Date”) and the final allocation
of such increase. The Agent shall promptly notify the Lead Borrower and the Revolving Lenders of the final allocation of such increase
and the Increase Effective Date and on the Increase Effective Date (i) the Aggregate Revolving Commitments under, and for all purposes
of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, and (ii) Schedule 2.01 shall be deemed
modified, without further action, to reflect the revised Commitments and Applicable Percentages of the Revolving Lenders.


 


(b)           Conditions
to Effectiveness of Commitment Increase. As a condition precedent to such Commitment Increase, (i) the Lead Borrower shall deliver
to the Agent a certificate of the Lead Borrower dated as of the Increase Effective Date signed by a Responsible Officer of the Lead Borrower
(A) certifying and attaching the resolutions adopted by the Lead Borrower approving or consenting to such Commitment Increase, and
(B) certifying that, before and after giving effect to such Commitment Increase, (1) the representations and warranties contained
in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective
Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true
and correct in all material respects as of such earlier date and except in the case of any representation and warranty qualified by materiality,
in which case they shall be true and correct in all respects, and except that for purposes of this Section 2.15, the representations
and warranties contained in subsections (a) and (b) of Section 5.06 shall be deemed to refer to the
most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.04, and (2) no Default
or Event of Default exists or would arise therefrom, (ii) the Borrowers, the Agent, and any Additional Commitment Lender shall have
executed and delivered a joinder to the Loan Documents in such form as the Agent shall reasonably require; (iii) the Borrowers shall
have paid such fees and other compensation, if any, to the Revolving Lenders increasing their Revolving Commitments and to the Additional
Commitment Lenders, as the Lead Borrower and such Revolving Lenders and Additional Commitment Lenders, as applicable, shall agree; (iv) the
Borrowers shall have paid such arrangement fees to the Agent as the Lead Borrower and the Agent may agree; (v) if requested by the
Agent, the Borrowers shall deliver to the Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory
to the Agent, from counsel to the Borrowers reasonably satisfactory to the Agent and dated such date; (vi) the Borrowers and the
Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Agent may reasonably have requested;
and (vii) no Default or Event of Default exists. The Borrowers shall prepay any Committed Revolving Loans outstanding on the Increase
Effective Date (and pay any additional amounts required pursuant to Section 2.05) to the extent necessary to keep the outstanding
Committed Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Commitments
under this Section.


 






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(c)            Conflicting
Provisions. This Section shall supersede any provisions in Sections 2.13 or 10.01 to the contrary.


 


2.16            Extensions
of Revolving Commitments.


 


(a)            Notwithstanding
anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time
to time by the Lead Borrower to all Lenders on a pro rata basis (based on the aggregate outstanding principal amount of the respective
Revolving Commitments) and on the same terms to each such Lender, the Loan Parties may consummate from time to time transactions with
individual Lenders that accept the terms contained in such Extension Offers to extend the Maturity Date of each such Lender’s Revolving
Commitments and otherwise modify the terms of such Revolving Commitments pursuant to the terms of the relevant Extension Offer (including
by increasing the interest rate or fees payable in respect of such Revolving Commitments) (each, an “Extension”,
and each group of Revolving Commitments so extended, as well as the original Revolving Commitments not so extended, being a “tranche”).
Any Extended Revolving Commitments shall constitute a separate tranche of Revolving Commitments from the tranche of Revolving Commitments
so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time
the offering document in respect of an Extension Offer is delivered to the Lenders; (ii) except as to pricing (interest rate and
fees) and maturity (which shall be set forth in the relevant Extension Offer but shall be no earlier than the Maturity Date of the Revolving
Commitments), the Revolving Commitment of any Lender that agrees to an Extension with respect to such amounts extended pursuant to any
Extension (an “Extended Revolving Commitment”), and the related outstandings, shall be a Revolving Commitment (or related
outstandings, as the case may be) with the same terms as the original Revolving Commitments (and related outstandings); provided
that (A) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Extended Revolving
Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the non-extending Revolving Commitments
and (3) repayments made in connection with a permanent repayment and termination of any portion of the Revolving Commitments) of
Loans with respect to Extended Revolving Commitments after the applicable date of such Extension shall be made on a pro rata basis with
all other Revolving Commitments, (B) the permanent repayment of Committed Revolving Loans with respect to, and termination of, Extended
Revolving Commitments after the applicable date of such Extension shall be made on a pro rata basis with all other Revolving Commitments,
except that the Loan Parties shall be permitted to permanently repay and terminate Revolving Commitments prior to any Extended Revolving
Commitments, (C) assignments and participations of Extended Revolving Commitments and extended Committed Revolving Loans shall be
governed by the same assignment and participation provisions applicable to Revolving Commitments and Committed Revolving Loans, and (D) at
no time shall there be Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than two different Maturity
Dates; (iii) if the aggregate principal amount of Revolving Commitments be (calculated on the face amount thereof) in respect of
which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments
offered to be extended by the Loan Parties pursuant to such Extension Offer, then the Revolving Commitments of such Lenders shall be extended
ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect
to which such Lenders have accepted such Extension Offer; and (iv) any applicable Minimum Extension Condition (as defined below)
shall be satisfied unless waived by the Loan Parties and, to extent provided below, the Agent.


 






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(b)            With
respect to all Extensions consummated by the Loan Parties pursuant to this Section 2.16, (i) such Extensions shall not
constitute voluntary or mandatory payments for purposes of this Agreement and (ii) each Extension Offer shall specify the minimum
amount of Revolving Commitments to be tendered, which shall be with respect to Revolving Commitments of a class an integral multiple of
$5,000,000 and an aggregate principal amount that is not less than $10,000,000 (or if less, the remaining outstanding principal amount
thereof) (or such lesser minimum amount reasonably approved by the Agent) (a “Minimum Extension Condition”). The transactions
contemplated by this Section 2.16 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect
of any Extended Revolving Commitments on such terms as may be set forth in the relevant Extension Offer) shall not require the consent
of any Lender or any other person (other than as set forth in clause (c) of this Section 2.16).


 


(c)            The
consent (such consent not to be unreasonably withheld, delayed or conditioned) of the Agent shall be required to effectuate any Extension.
No consent of any Lender or any other person shall be required to effectuate any Extension, other than the consent of the Loan Parties
and each Lender agreeing to such Extension with respect to one or more of its Revolving Commitments. The Lenders hereby irrevocably authorize
the Agent to enter into amendments to this Agreement and the other Loan Documents (an “Extension Amendment”) with the
Loan Parties as may be necessary in order to establish new tranches in respect of Revolving Commitments so extended and such technical
amendments as may be necessary or appropriate in the reasonable opinion of the Agent and the Loan Parties in connection with the establishment
of such new tranches, in each case, on terms consistent with this Section 2.16.


 


Article III


TAXES, YIELD PROTECTION AND ILLEGALITY;

APPOINTMENT OF LEAD BORROWER


 


3.01            Taxes.


 


(a)            Payments
Free of Taxes. Any and all payments by or on account of any obligation of the Borrowers 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. If the Borrowers or any other withholding agent
shall be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then the sum payable
shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable
under this Section) the Agent, the applicable Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have
received had no such deductions or withholding been made.


 


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


 


(c)            Indemnification
by the Loan Parties. The Loan Parties shall indemnify the Agent, each Lender and the L/C Issuer, within ten (10) days after demand
therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted
on or attributable to amounts payable under this Section) paid by the Agent, such Lender or the L/C Issuer, as the case may be, and any
penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment
or liability delivered to the Lead Borrower by a Lender or the L/C Issuer (with a copy to the Agent), or by the Agent, on its own behalf
or on behalf of the a Lender or the L/C Issuer, shall be conclusive absent manifest error.


 






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(d)            Evidence
of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrowers to a Governmental Authority,
the Lead Borrower shall deliver to the 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 Agent.


 


(e)            Status
of Lenders. Any Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in
which any Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder
or under any other Loan Document shall deliver to the Lead Borrower (with a copy to the Agent), at the time or times prescribed by applicable
law or reasonably requested by the Lead Borrower or the Agent, such properly completed and executed documentation prescribed by applicable
law as will permit such payments to be made without withholding or at a reduced rate of withholding. Such delivery shall be provided on
the Closing Date and on or before such documentation expires or becomes obsolete or after the occurrence of an event requiring a change
in the documentation most recently delivered. In addition, any Lender, if requested by the Lead Borrower or the Agent, shall deliver such
other documentation prescribed by applicable law or reasonably requested by the Lead Borrower or the Agent as will enable the Lead Borrower
or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.


 


Without limiting the generality
of the foregoing, in the event that any Borrower is a U.S. Person within the meaning of Code Section 7701(a)(30) (a “U.S.
Person”), any Lender shall deliver to the Lead Borrower and the Agent (in such number of copies as shall be requested by the
recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter
upon the request of the Lead Borrower or the Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following
is applicable:


 


(i)            any
Lender that is a U.S. Person shall deliver executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal
backup withholding tax; and


 


(ii)            any
Foreign Lender shall deliver whichever of the following is applicable:


 


(A)          duly
completed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E, or any successor form thereto, claiming eligibility for benefits
of an income tax treaty to which the United States is a party;


 


(B)          duly
completed copies of Internal Revenue Service Form W-8ECI;


 


(C)           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 (“Tax Compliance Certificate”) to the effect that such Foreign Lender is not (1) a “bank”
within the meaning of section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Borrowers within the
meaning of section 881(c)(3)(B) of the Code, or (3) a “controlled foreign corporation” described in section 881(c)(3)(C) of
the Code and (y) duly completed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E, or any successor form thereto;


 






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(D)           to
the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS
Form W-8BEN or W-8BEN-E, a Tax Compliance Certificate, IRS Form W-9 and/or other certification documents from each beneficial
owner, as applicable;


 


(E)           any
other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States Federal withholding tax
duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Lead Borrower and/or
Agent to determine the withholding or deduction required to be made;


 


(F)           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 Lead Borrower and the Agent at the time or times prescribed by law and at such
time or times reasonably requested by the Lead Borrower or the Agent such documentation prescribed by applicable law (including as prescribed
by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Lead Borrower or the
Agent as may be necessary for the Borrowers and the Agent to comply with their obligations under FATCA and to determine that such Lender
has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely
for the purposes of this clause (F), “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 Lead Borrower and the Agent in writing of its legal inability to do so.


 


(f)            Treatment
of Certain Refunds. If the Agent, any Lender or the L/C Issuer determines, in its sole discretion, exercised in good faith, that it
has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Loan Parties or with respect to which the
Loan Parties have paid or remitted additional amounts pursuant to this Section, it shall pay to the Loan Parties an amount equal to such
refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties under this Section with
respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Agent, such Lender or the L/C
Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to
such refund), provided that the Loan Parties, upon the request of the Agent, such Lender or the L/C Issuer, agree to repay the
amount paid over to the Loan Parties (plus any penalties, interest or other charges imposed by the relevant Governmental Authority)
to the Agent, such Lender or the L/C Issuer in the event the Agent, such Lender or the L/C Issuer is required to repay such refund to
such Governmental Authority. This subsection shall not be construed to require the Agent, any Lender or the L/C Issuer to make available
its tax returns (or any other information relating to its Taxes that it deems confidential) to the Loan Parties or any other Person.


 






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(g)            Agent
Withholding. On or before the date the Agent (or any successor thereto) becomes a party to this Agreement, the Agent shall provide
to the Lead Borrower, two copies of the duly-signed, properly completed
copies of the documentation prescribed in clause (i) or (ii) below, as applicable
(together with all required attachments thereto): (i) IRS Form W-9 or any successor thereto, or (ii) (A) with respect
to payments to be received by it as a beneficial owner, IRS Form W-8ECI or any successor thereto, and (B) with respect
to payments received on account of any Lender, a U.S. branch withholding certificate on IRS Form W-8IMY (together with required accompanying
documentation) or any successor thereto evidencing its agreement with the Lead Borrower to be treated as a U.S. Person for U.S. federal
withholding purposes. At any time thereafter, the Agent shall provide updated documentation previously provided (or a successor form thereto)
when any documentation previously delivered has expired or become obsolete or invalid or otherwise upon the reasonable request of the
Lead Borrower.


 


3.02         Illegality.


 


If any Lender determines that
any change in market conditions or any Change in Law has made it
unlawful or impractical, or that any Governmental Authority has
asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund LIBOSOFR
Loans (or Base Rate Loans determined with reference to Adjusted
Term SOFR), or to determine or charge interest rates based upon the LIBOTerm
SOFR Reference Rate, or any Governmental Authority has imposed material restrictions on the
authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank marketAdjusted
Term SOFR or SOFR, then, on notice thereof by such Lender to the Lead Borrower through the Agent, any obligation of such Lender
to make or continue LIBOSOFR
Loans (or Base Rate Loans determined with reference to Adjusted
Term SOFR) or to convert Base Rate Loans to LIBO RateSOFR
Loans shall be suspended until such Lender notifies the Agent and the Lead Borrower that the circumstances giving rise to such determination
no longer exist. Upon receipt of such notice, if necessary to avoid such illegality
or impracticability, (i) in the case of any SOFR Loans of such Lender that are outstanding, the Borrowers shall, upon
demand from such Lender (with a copy to the Agent), prepay or, if applicable, convert all LIBO RateSOFR
Loans of such Lender to Base Rate Loans (and if applicable, without reference
to Adjusted Term SOFR), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain
such LIBO RateSOFR
Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate
LoansSOFR Loans, and (ii) in the case of any such Base
Rate Loans of such Lender that are outstanding and that are determined with reference to Adjusted Term SOFR, interest upon the Base Rate
Loans of such Lender after the date specified in such Lender’s notice shall accrue interest at the rate then applicable to Base
Rate Loans without reference to the Adjusted Term SOFR component thereof. Upon any such prepayment or conversion, the Borrowers
shall also pay accrued interest on the amount so prepaid or converted.


 


3.03         Inability
to Determine Rates.


 


(a)            General.
IfSubject to the provisions
set forth in Section 3.03(b), if the Required Lenders determine that for any reason in connection with any request for
a LIBO RateSOFR
Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to
banks in the London interbank market for the applicable amount and Interest Period of such LIBO Rate Loan, (b) adequate and reasonable
means do not exist for determining the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan, or (c) the
LIBO Rate forAdjusted Term SOFR cannot be determined pursuant
to the definition thereof on or prior to the first day of any requested Interest
Period with respect to a proposed LIBO Rate Loan does not adequately and fairly reflect the cost to such
Lenders of funding such Loan, then the Agent will
promptly so notify the Lead Borrower and each Lender. Thereafter, the obligation of the Lenders to make or
maintain LIBO Rate Loansany SOFR Loan, and any right of any
Borrower to convert any Loan or continue any Loan as a SOFR Loan, shall be suspended (to
the extent of the affected SOFR Loans or the affected Interest Periods) until the Agent (upon
the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) the
Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of LIBO
RateSOFR Loans or, failing that, will be deemed
to have converted such request into a request for a Committed Revolving
Credit BorrowingLoan
of Base Rate Loans in the amount specified therein, and (B) any outstanding
affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any
such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted.


 






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(b)            Benchmark
Replacement Setting.


 


(i)            Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition
Event, the Agent and the Lead Borrower may amend this Agreement to replace the
then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will
become effective at 5:00 p.m. on the fifth (5th) Business Day after the Agent has posted such proposed amendment to all affected
Lenders and the Lead Borrower so long as the Agent has not received,
by such time, written notice of objection to such amendment from
the Lenders comprising the Required Lenders.
No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 3.03(b) will occur prior to the applicable
Benchmark Transition Start Date.


 


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


 


(iii)          Notices;
Standards for Decisions and Determinations. The Agent will promptly
notify the Lead Borrower and the Lenders of (A) the implementation of any Benchmark Replacement and (B) the effectiveness of
any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will
notify the Lead Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 3.03(b)(iv) and
(y) the commencement of any Benchmark Unavailability Period.
Any determination, decision or election that may be made by the Agent or,
if applicable, any Lender (or group of Lenders) pursuant to this Section 3.03(b),
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 3.03(b).


 


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


 






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(v)            Benchmark
Unavailability Period. Upon Administrative Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period,
(1) the Lead Borrower may revoke any pending
request for a borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability
Period and, failing that, the Lead Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion
to Base Rate Loans, and (2) any outstanding affected SOFR Loans will be deemed to have been converted to Base Rate Loans at the end
of the applicable Interest Period. 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 the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable,
will not be used in any determination of the Base Rate.


 


3.04         Increased
Costs; Reserves on LIBO Rate Loans.


 


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


 


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


 


(ii)           subject
any Lender or the L/C Issuer to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation
in a Letter of Credit or any LIBO Rate Loan made by it, or change the basis of taxation
of payments to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01
and the imposition of, or any change in the rate of, any Taxes described in
clauses (c) through (e) of the definition of “Excluded Tax”
or that are Connection Income Taxes payable by such Lender or the L/C Issuer); or


 


(iii)          impose
on any Lender or the L/C Issuer or the London interbank market any other condition, cost
or expense affecting this Agreement or LIBO RateSOFR
Loans made by such Lender or any Letter of Credit or participation therein;


 


and the result of any of the foregoing shall be
to increase the cost to such Lender of making or maintaining any LIBOSOFR
Loan (or any Base Rate Loan determined with reference to Adjusted
Term SOFR) (or of maintaining its obligation to make any such SOFR
Loan or Base Rate Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining
any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of
any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon
request of such Lender or the L/C Issuer, the Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such additional
amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction
suffered.


 






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


 


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


 


(d)            Delay
in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions
of this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation,
provided that the Borrowers shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions
of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender or
the L/C Issuer, as the case may be, notifies the Lead Borrower of the Change in Law giving rise to such increased costs or reductions
and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor.


 


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


 


3.05         Compensation
for Losses.


 


Upon demand of any Lender
(with a copy to the Agent) from time to time, the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from
any loss, cost or expense incurred by it as a result of:


 


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


 






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


 


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


 


including any loss of anticipated profits and
any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to
terminate the deposits from which such funds were obtained. The Borrowers shall also pay any customary administrative fees charged by
such Lender in connection with the foregoing.


 


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


 


Anything
to the contrary contained herein notwithstanding, neither the Agent, nor any Lender, nor any of their Participants, is required actually
to match fund any Obligation as to which interest accrues at Adjusted Term SOFR or the Term SOFR Reference Rate.


 


A
certificate of the Agent or a Lender delivered to the Lead Borrower setting forth the amount that the Agent or such Lender is entitled
to receive pursuant to this Section 3.05 shall be conclusive absent manifest error. The Borrowers shall pay such amount to the Agent
or such Lender, as the case may be, within 10 days after receipt thereof.


 


3.06         Mitigation
Obligations; Replacement of Lenders.


 


(a)            Designation
of a Different Lending Office. If any Lender requests compensation under Section 3.05, or the Borrowers are required to
pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01,
or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different
Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices,
branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 3.01 or 3.05, as the case may be, in the future, or eliminate the need for the notice pursuant
to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense
and would not otherwise be disadvantageous to such Lender. The Borrowers hereby agree to pay all reasonable costs and expenses incurred
by any Lender in connection with any such designation or assignment.


 


(b)            Replacement
of Lenders. If any Lender requests compensation under Section 3.05, or if the Borrowers are required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, the Borrowers may
replace such Lender in accordance with Section 10.13.


 


3.07         Survival.


 


Each party’s obligations
under this Article III shall survive termination of the Aggregate Revolving Commitments and repayment of the Committed Revolving
Loans, the Swing Line Loans, and all other Obligations.


 






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3.08         Designation
of Lead Borrower as Borrowers’ Agent.


 


(a)            Each
Borrower hereby irrevocably designates and appoints the Lead Borrower as such Borrower’s agent to obtain Credit Extensions, the
proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement. As the disclosed principal
for its agent, each Borrower shall be obligated to each Credit Party on account of Credit Extensions so made as if made directly by the
applicable Credit Party to such Borrower, notwithstanding the manner by which such Credit Extensions are recorded on the books and records
of the Lead Borrower and of any other Borrower. In addition, each Loan Party other than the Borrowers hereby irrevocably designates and
appoints the Lead Borrower as such Loan Party’s agent to represent such Loan Party in all respects under this Agreement and the
other Loan Documents.


 


(b)            Each
Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for
its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers.
Consequently, each Borrower hereby assumes and agrees to discharge all Obligations of each of the other Borrowers.


 


(c)            The
Lead Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Lead
Borrower has requested a Credit Extension. Neither the Agent nor any other Credit Party shall have any obligation to see to the application
of such proceeds therefrom.


 


Article IV


CONDITIONS PRECEDENT TO CREDIT EXTENSIONS


 


4.01         Conditions
of Initial Credit Extension.


 


The obligation of the L/C
Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:


 


(a)            The
Agent’s receipt of the following, each of which shall be originals, facsimiles or other electronic image scan transmission (e.g.,
 “pdf” or “tif” via e-mail) (followed promptly by originals) unless otherwise specified, each properly executed
by a Responsible Officer of the signing Loan Party or the Lenders, as applicable, each dated the Closing Date (or, in the case of certificates
of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Agent:


 


(i)            executed
counterparts of this Agreement sufficient in number for distribution to the Agent, each Lender and the Lead Borrower;


 


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


 


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


 






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(iv)          copies
of each Loan Party’s Organization Documents and such other documents and certifications as the Agent may reasonably require to evidence
that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage
in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification,
except to the extent that failure to so qualify in such jurisdiction would not reasonably be expected to have a Material Adverse Effect;


 


(v)           a
favorable opinion(s) of Proskauer Rose LLP, counsel to the Loan Parties on the Closing Date, addressed to the Agent and each Lender,
as to such matters concerning the Loan Parties and the Loan Documents as the Agent may reasonably request;


 


(vi)          a
certificate signed by a Responsible Officer of the Lead Borrower certifying (1) that the conditions specified in Sections 4.02(a) and
4.02(b) have been satisfied, (2) that there has been no event or circumstance since the date of the Audited Financial
Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (3) to
the Solvency of the Loan Parties, on a consolidated basis, as of the Closing Date after giving effect to the Transactions, and (4) either
that (x) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan
Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (y) that all such consents, licenses
and approvals have been obtained and are in full force and effect;


 


(vii)         certificates
of insurance evidencing insurance required to be maintained by Section 6.02(a);


 


(viii)        a
payoff letter from the agent for the lenders under the Existing Term Loan Agreement reasonably satisfactory in form and substance to the
Agent evidencing that the Existing Term Loan Agreement has been or substantially concurrently with the Closing Date is being terminated,
all obligations thereunder are being paid in full, and all Liens securing obligations under the Existing Term Loan Agreement have been
or substantially concurrently with the Closing Date are being released;


 


(ix)          the
Security Documents and certificates evidencing any stock being pledged thereunder, together with undated stock powers executed in blank,
each duly executed by the applicable Loan Parties;


 


(x)           the
Intercreditor Agreement, duly executed by all applicable parties;


 


(xi)          the
Confirmation Agreement, Facility Guaranty, Perfection Certificate, Grant of Security Interest in Trademarks, Disbursement Letter, Post-Closing
Letter and Borrowing Base Certificate, each duly executed by the applicable Loan Parties;


 


(xii)         results
of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent)
indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and Liens for which termination statements
and releases, satisfactions and discharges of any mortgages, and releases or subordination agreements satisfactory to the Agent are being
tendered concurrently with such extension of credit or other arrangements satisfactory to the Agent for the delivery of such termination
statements and releases, satisfactions and discharges have been made;


 






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(xiii)        (A) all
documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Agent
to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and
all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Agent and (B) the
DDA Notifications, Credit Card Notifications required pursuant to Section 6.11 hereof; and


 


(xiv)        such
other assurances, certificates, documents, consents or opinions as the Agent reasonably may require.


 


(b)            After
giving effect to the Transactions, including, without limitation (i) the first funding under the Loans, (ii) any charges to
the Loan Account made in connection with the establishment of the credit facility contemplated hereby and (iii) all Letters of Credit
to be issued at, or immediately subsequent to, such establishment (including, without limitation, the Existing Letters of Credit), Availability,
after giving pro forma effect to the Closing Date Dividend, shall be not less than $100,000,000.


 


(c)            The
Agent shall have received a Borrowing Base Certificate dated the Closing Date, relating to the month ended on August 25, 2016, and
executed by a Responsible Officer of the Lead Borrower.


 


(d)            Since
December 31, 2015, no Material Adverse Effect has occurred.


 


(e)            The
Agent shall have received and be satisfied with (i) a detailed forecast for the period commencing on the Closing Date and through
and including the Maturity Date, which shall include an Availability model, Consolidated income statement, balance sheet, and statement
of cash flow (on a monthly basis for the 2016 Fiscal Year, and on an annual basis for each Fiscal Year thereafter), each prepared in conformity
with GAAP and consistent with the Loan Parties’ then current practices and (ii) such other information (financial or otherwise)
reasonably requested by the Agent.


 


(f)            There
shall not be pending any litigation or other proceeding, the result of which, either individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect.


 


(g)            Each
Exiting Lender shall have received, or substantially concurrently with the Closing Date will receive, payment of the principal balance
of the Loans (as defined in the Existing Credit Agreement) held by such Exiting Lender outstanding on the Closing Date plus amounts accrued
and unpaid in respect of interest, fees and expenses payable to such Exiting Lender as of the Closing Date and the commitment of such
Exiting Lender to extend credit under the Existing Credit Agreement shall be terminated.


 


(h)            The
consummation of the Transactions shall not violate any applicable Law or any Organization Document.


 


(i)            All
fees and expenses required to be paid to Wells Fargo (in its capacity as the Agent or an Arranger, as applicable), on or before the Closing
Date shall have been paid in full, and all fees and expenses required to be paid to the Lenders on or before the Closing Date shall have
been paid in full.


 


(j)            The
Borrowers shall have paid all fees, charges and disbursements of counsel to the Agent to the extent invoiced at least two (2) Business
Days prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute
its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Closing Date (provided
that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Agent).


 






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(k)            The
Agent and the Lenders shall have received all documentation and other information required by regulatory authorities under applicable
 “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act.


 


(l)             The
Loan Parties shall have received not less than $346,500,000 in gross proceeds in connection with the Term Loan Agreement on the Closing
Date.


 


Without limiting the generality of the provisions
of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each
Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document
or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the Agent shall
have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.


 


4.02         Conditions
to all Credit Extensions.


 


The obligation of each Lender
to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Revolving Loans
to the other Type, or a continuation of LIBO RateSOFR
Loans) and each L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent:


 


(a)            The
representations and warranties of each other Loan Party contained in Article V or in any other Loan Document, or which are
contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material
respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically
refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) in the case of any representation
and warranty qualified by materiality, they shall be true and correct in all respects, and (iii) for purposes of this Section 4.02,
the representations and warranties contained in subsections (a) and (b) of Section 5.06 shall be deemed
to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.04;


 


(b)            No
Default or Event of Default shall exist, or would result immediately after giving effect to such proposed Credit Extension or from the
application of the proceeds thereof;


 


(c)            The
Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with
the requirements hereof; and


 


(d)            No
Overadvance shall result from such Credit Extension.


 


Each Request for Credit Extension (other than
a Committed Loan Notice requesting only a conversion of Committed Revolving Loans to the other Type, or a continuation of LIBO
RateSOFR Loans) submitted by the Lead Borrower shall
be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a) and (b) have
been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are
for the sole benefit of the Agent, Lenders, L/C Issuer, and Swing Line Lender but, until the Required Lenders otherwise direct the Agent
to cease making Committed Revolving Loans and direct the L/C Issuer to cease issuing Letters of Credit, the Revolving Lenders will fund
their Applicable Percentage of all Committed Revolving Loans and participate in all Swing Line Loans and Letters of Credit whenever made
or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions
of this Article IV, agreed to by the Agent, provided, however, the making of any such Loans or the issuance
of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV
on any future occasion or a waiver of any rights or the Credit Parties as a result of any such failure to comply.


 






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Article V


REPRESENTATIONS AND WARRANTIES


 


Each Loan Party represents
and warrants to each Agent, Lender, L/C Issuer, and Swing Line Lender that:


 


5.01         Organization;
Powers.


 


Each Loan Party and each of
their Subsidiaries (a) is a partnership, limited liability company or corporation duly organized, validly existing and in good standing
(or in any foreign jurisdiction where an equivalent status exists, enjoys the equivalent status under the laws of such foreign jurisdiction
of organization) under the laws of the jurisdiction of its organization, except (other than with respect to any Borrower solely in respect
of its jurisdiction of organization), to the extent that the failure to be so organized, existing and in good standing could not reasonably
be expected to have a Material Adverse Effect, (b) has all requisite power and authority to own its property and assets and to carry
on its business as now conducted, except to the extent that the failure to have such power and authority could not reasonably be expected
to have a Material Adverse Effect, (c) is qualified and is licensed, and where applicable, in good standing to do business in each
jurisdiction where such qualification is required, except where the failure so to qualify or be in good standing could not reasonably
be expected, either individually or in the aggregate, to have a Material Adverse Effect, and (d) has the power and authority to execute,
deliver and perform its obligations under each of the Loan Documents and each other agreement or instrument contemplated thereby to which
it is or will be a party and, in the case of the Borrowers, to borrow and otherwise obtain credit hereunder. Schedule 5.01 annexed hereto
sets forth, as of the Closing Date, each Loan Party’s name as it appears in official filings in its state of incorporation or organization,
its state of incorporation or organization, organization type, organization number, if any, issued by its state of incorporation or organization,
and its federal employer identification number.


 


5.02         Authorization.


 


The execution, delivery and
performance by the Loan Parties of each of the Loan Documents to which it is a party and the borrowings hereunder (a) have been duly
authorized by all corporate, stockholder, partnership or limited liability company action required to be taken by the Loan Parties and
(b) will not (i) violate (A) any provision of law, statute, rule or regulation, in any material respect, (B) the
certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating
agreement or by-laws) of any Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental
Authority or (D) any Contractual Obligation, (ii) be in conflict with, result in a breach of, constitute (alone or with notice
or lapse of time or both) a default under, or give rise to a right of or result in any cancellation or acceleration of any Material Contract
or Material Indebtedness or right or obligation (including any payment) or to a loss of a material benefit under any such indenture, certificate
of designation for preferred stock, agreement or other instrument, other than with respect to the constitutive documents of any Loan Party,
where any such conflict, violation, breach or default referred to in clause (i) (A), (C) or (D) of this Section 5.02(b) could
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (iii) result in the creation or imposition
of any Lien upon any property or assets of any Loan Party, other than the Liens created by the Loan Documents and Permitted Encumbrances.


 






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5.03         Enforceability.


 


This Agreement has been duly
executed and delivered by each of the Loan Parties and constitutes, and each other Loan Document when executed and delivered by each Loan
Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan
Party in accordance with its terms, subject to (a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent
conveyance or other similar laws affecting creditors’ rights generally, (b) general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law) and (c) implied covenants of good faith and fair dealing.


 


5.04         Governmental
Approvals.


 


No action, consent or approval
of, registration or filing with or any other action by any Governmental Authority or third party is required for the perfection or maintenance
of the Liens created under the Security Documents or the exercise by the Agent or any Lender of its rights under the Loan Documents or
the remedies in respect of the Collateral, except for (a) the filing of Uniform Commercial Code financing statements and equivalent
filings in foreign jurisdictions, (b) filings with the United States Patent and Trademark Office and the United States Copyright
Office and comparable offices in foreign jurisdictions and equivalent filings in foreign jurisdictions, (c) filings which may be
required under Environmental Laws, (d) such as have been made or obtained and are in full force and effect, (e) such actions,
consents and approvals the failure of which to be obtained or made could not reasonably be expected to have a Material Adverse Effect
and (f) filings or other actions listed on Schedule 5.04.


 


5.05         Reserved.


 


5.06         Financial
Statements.


 


(a)            The
Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise approved by a Responsible Officer and expressly noted therein and (ii) fairly present, in all material respects,
the financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered
thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise approved by a Responsible
Officer and expressly noted therein.


 


(b)            The
unaudited Consolidated balance sheet of the Parent and its Subsidiaries dated August 25, 2016, and the related Consolidated statements
of income or operations, Shareholders’ Equity and cash flows for the Fiscal Month ended on that date (i) were prepared in accordance
with GAAP consistently applied throughout the period covered thereby, except as otherwise approved by a Responsible Officer and expressly
noted therein, and (ii) fairly present, in all material respects, the financial condition of the Parent and its Subsidiaries as of
the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to
the absence of footnotes and to normal year-end audit adjustments. Schedule 5.06 sets forth all Material Indebtedness of the Loan Parties
and their Consolidated Subsidiaries as of the Closing Date.


 


(c)            To
the best knowledge of the Borrowers, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements
that has resulted in or could reasonably be expected to result in a misstatement in any material respect, (i) in any financial information
delivered or to be delivered to the Agent or the Lenders, (ii) of the Borrowing Base, (iii) of covenant compliance calculations
provided hereunder or (iv) of the assets, liabilities, financial condition or results of operations of the Parent and its Subsidiaries
on a Consolidated basis; it being understood and agreed that any Internal Control Event disclosed in connection with preparation for an
imminent Public Offering may be remedied within six (6) months following the date of such Public Offering.


 






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5.07         Title
to Properties; Possession Under Leases.


 


(a)            Each
of the Loan Parties has valid fee simple title to, or valid leasehold interests in, or easements or other limited property interests in,
all of its material Real Estate located in the United States and has valid title to its material personal property and assets located
in the United States, in each case, except for Permitted Encumbrances and defects in title that do not materially interfere with its ability
to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the
failure to have such title could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All
such properties and assets are free and clear of Liens, other than Permitted Encumbrances.


 


(b)            Neither
the Loan Parties nor any of their Subsidiaries has defaulted under any lease to which it is a party, except for such defaults as could
not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Loan Parties’ and their
Subsidiaries’ leases is in full force and effect, except leases in respect of which the failure to be in full force and effect could
not reasonably be expected to have a Material Adverse Effect. The Loan Parties and each of their Subsidiaries enjoys peaceful and undisturbed
possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession could
not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


5.08         Subsidiaries;
Equity Interests.


 


As of the Closing Date, the
Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.08, which Schedule sets
forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All of the outstanding
Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party (or a
Subsidiary of a Loan Party) and are free and clear of all Liens except for those created under the Security Documents or those in favor
of the Term Loan Agent, and, as of the Closing Date, are in the amounts listed on Part (a) of Schedule 5.08. On the Closing
Date, except as set forth in Schedule 5.08, there are no outstanding rights to purchase any Equity Interests in any Subsidiary. As of
the Closing Date, the Loan Parties have no equity investments in any other corporation or entity other than those specifically disclosed
in Part (b) of Schedule 5.08. All of the outstanding Equity Interests in the Loan Parties have been validly issued, and are
fully paid and non-assessable and, in the case of the Equity Interests in the Loan Parties, are owned free and clear of all Liens except
for those created under the Security Documents and Permitted Encumbrances, and which, with respect to the outstanding Equity Interests
of the Loan Parties as of as of the Closing Date, are in the amounts specified on Part (c) of Schedule 5.08. The copies of the
Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01(a)(iv), together with
any updates, amendments, or other modifications delivered to the Agent under this Agreement from time to time, are true and correct copies
of each such document, each of which is valid and in full force and effect.


 


5.09         Litigation;
Compliance with Laws.


 


(a)            Except
as set forth on Schedule 5.09, there are no actions, suits or proceedings at law or in equity or by or on behalf of any Governmental Authority
or in arbitration now pending, or, to the knowledge of the Lead Borrower, threatened in writing against or affecting Borrower Holdco or
any of its Subsidiaries or any business, property or rights of any such person (but excluding any actions, suits or proceedings arising
under or relating to any Environmental Laws, which are subject to Section 5.16) which if adversely determined could reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect. To the knowledge of the Lead Borrower, none of Borrower
Holdco or any of its Subsidiaries or their respective properties or assets is in violation of (nor will the continued operation of their
material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, ordinance,
code or approval, or any building permit, but excluding any Environmental Laws, which are subject to Section 5.16) or any
restriction of record or agreement affecting any property, or is in default with respect to any judgment, writ, injunction or decree of
any Governmental Authority, where such violation or default could reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect. Schedule 5.09 lists all ongoing litigation as of the Closing Date that relates to any of the Loan Documents or
any of the Transactions.


 






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5.10         Federal
Reserve Regulations.


 


(a)            No
Loan Party is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing
or carrying Margin Stock.


 


(b)            No
part of the proceeds of any Loan or Letter of Credit will be used, whether directly or indirectly, and whether immediately, incidentally
or ultimately, (i) to purchase or carry Margin Stock or to extend credit to others for the purpose of purchasing or carrying Margin
Stock or to refund indebtedness originally incurred for such purpose or (ii) for any purpose that entails a violation of, or that
is inconsistent with, the provisions of the regulations of the Board, including Regulation T, Regulation U or Regulation X.


 


5.11         Investment
Company Act.


 


Neither Parent nor any Loan
Party is an “investment company” or a company “controlled” by an “investment company”, each as defined
in, or subject to regulation under, the Investment Company Act of 1940, as amended. No Loan Party is subject to regulation under any federal
or state statute or regulation (other than Regulation X of the Board) which limits its ability to incur Indebtedness as contemplated hereby.


 


5.12         Use
of Proceeds.


 


The Lead Borrower will use
the proceeds of the Committed Revolving Loans and Swing Line Loans, and may request the issuance of Letters of Credit, to finance working
capital needs and for general corporate purposes (including, without limitation, for capital expenditures, Permitted Business Acquisitions,
the repayment or refinancing of Indebtedness and the making of Investments and Restricted Payments, in each case to the extent not prohibited
hereunder).


 


5.13         Tax
Returns.


 


Except as set forth on Schedule
5.13:


 


(a)            each
Loan Party has timely filed or caused to be filed all material tax returns required to have been filed by it and each such tax return
is true and correct in all material respects;


 


(b)            each
Loan Party has timely paid or caused to be timely paid (i) all material Taxes shown to be due and payable by it on the returns referred
to in clause (a) of this Section 5.13, (ii) all material Taxes shown to be due and payable on any assessments of
which it has received notice made against it or any of its property and (iii) all other material Taxes imposed on it or any of its
property by any Governmental Authority; and


 






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(c)            no
Tax Liens have been filed (except for Permitted Encumbrances) and there are no claims being asserted in writing with respect to any Taxes
(in each case other than in respect of any such (i) Taxes with respect to which the failure to pay, in the aggregate, could not have
a Material Adverse Effect or (ii) Taxes the amount or validity of which are currently being contested in good faith by appropriate
proceedings diligently conducted and with respect to which reserves in conformity with GAAP have been provided on the books of such Loan
Party).


 


5.14         No
Material Misstatements.


 


(a)            All
written information (other than projections, estimates and information of a general economic nature or general industry nature) (the “Information”)
concerning Parent or any of the Loan Parties, and any other transactions contemplated hereby prepared by or on behalf of the foregoing
or their representatives and made available to any Lender, the Agent in connection with the transactions contemplated hereby, when taken
as a whole, heretofore, contemporaneously or hereafter furnished, was, is or will be true and correct in all material respects as of the
date such Information was furnished to such person and as of the Closing Date and did not, taken as a whole, contain any untrue statement
of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken
as a whole, not materially misleading in light of the circumstances under which such statements were made.


 


(b)            The
projections, estimates and information of a general economic nature prepared by or on behalf of the Lead Borrower or any of its representatives
and that have been made available to any Lenders, the Agent in connection with the transactions contemplated hereby have been prepared
in good faith based upon assumptions believed by the Lead Borrower to be reasonable as of the date thereof (it being understood that actual
results may vary materially from such projections), as of the date such projections and estimates, as applicable, were furnished to the
Lenders.


 


5.15         Employee
Benefit Plans.


 


(a)            During
the five year period prior to each date as of which this representation is made, or deemed made, with respect to any Plan, none of the
following events or conditions, either individually or in the aggregate, has resulted or is reasonably likely to result in a Material
Adverse Effect: (i) a Reportable Event, (ii) any noncompliance with the applicable provisions of ERISA or the
Code, (iii) a termination of a Single Employer Plan (other than a standard termination pursuant to Section 4041(b) of
ERISA), (iv) a Lien on the property of any Loan Party or its Subsidiaries in favor of the PBGC or a Plan, (v) a
complete or partial withdrawal from any Multiemployer Plan by any Loan Party or its Subsidiaries or any Commonly Controlled Entity, (vi) the
 “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA)
of, or Insolvency of, any Multiemployer Plan, (vii) any transaction that resulted or could reasonably be expected to result
in any Liability to any Loan Party or its Subsidiaries or any Commonly Controlled Entity under Section 4069 of ERISA or Section 4212(c) of
ERISA, (viii) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA
for the termination of, or the appointment of a trustee to administer, any Single Employer Plan, (ix) the imposition of any
Liability under Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party,
any Subsidiary or any Commonly Controlled Entity or (x) any “prohibited transaction” (as defined in Section 406
of ERISA or Section 4975 of the Code) involving any Plan. During the five year period prior to each date as of which this representation
is made, or deemed made, no Loan Party nor any Commonly Controlled Entity has failed to satisfy the minimum funding standard (within the
meaning of Section 412 of the Code or Section 302 of ERISA) with respect to any Single Employer Plan.


 






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(b)            Except
as could not reasonably be expected to result in a Material Adverse Effect, there are no pending, or to the knowledge of the Lead Borrower,
threatened claims (other than claims for benefits in the normal course), sanctions, actions or lawsuits, asserted or instituted against
any Plan or any person as fiduciary or sponsor of any Plan.


 


(c)            With
respect to any Foreign Plan, none of the following events or conditions exists and is continuing that, either individually or in the aggregate,
would reasonably be expected to have a Material Adverse Effect: (i) non-compliance with its terms and with the requirements
of any and all applicable laws, statutes, rules, regulations and orders, (ii) failure to be maintained, where required, in
good standing with applicable regulatory authorities, (iii) any obligation of a Loan Party or its Subsidiaries in connection
with the termination or partial termination of, or withdrawal from, any Foreign Plan, (iv) any Lien on the property of any
Loan Party or its Subsidiaries in favor of a Governmental Authority as a result of any action or inaction regarding a Foreign Plan, (v) for
each Foreign Plan which is a funded or insured plan, failure to be funded or insured on an ongoing basis to the extent required by applicable
non-U.S. law (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental
Authorities), (vi) any facts that, to the best knowledge of each Loan Party or any of its Subsidiaries, exist that could reasonably
be expected to give rise to a dispute and any pending or threatened disputes that, to the best knowledge of each Loan Party or any of
its Subsidiaries, would reasonably be expected to result in a material liability to any Loan Party or any of its Subsidiaries concerning
the assets of any Foreign Plan (other than individual claims for the payment of benefits), and (vii) failure to make contributions
in a timely manner to the extent required by applicable non-U.S. law.


 


5.16         Environmental
Matters.


 


Except as set forth on Schedule
5.16 or as to matters that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (a) the
Loan Parties and each of their Subsidiaries is in compliance with all Environmental Laws (including having obtained all permits, licenses
and other approvals required under any Environmental Law for the operation of its business and being in compliance with the terms of such
permits, licenses and other approvals), (b) none of the Loan Parties nor any of their Subsidiaries has received notice of or is subject
to any pending, or to the Lead Borrower’s knowledge, threatened action, suit or proceeding alleging a violation of, or liability
under, any Environmental Law that remains outstanding or unresolved, (c) to the Lead Borrower’s knowledge, no Hazardous Material
is located at, on or under any property currently or formerly owned, operated or leased by any Loan Party or any of their Subsidiaries
and no Hazardous Material has been generated, owned, treated, stored, handled or controlled by any Loan Party or any of their Subsidiaries
and transported to or Released at any location which, in each case described in this clause (c), could reasonably be expected to result
in liability to any Loan Party or any of their Subsidiaries and (d) there are no agreements in which any Loan Party or any of their
Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other
person arising under or relating to Environmental Laws or Hazardous Materials.


 


5.17         Security
Documents.


 


(a)            The
Security Agreement creates in favor of the Agent, for the benefit of the Credit Parties referred to therein, a legal, valid, continuing
and enforceable security interest in the Collateral (as defined in the Security Agreement), the enforceability of which is subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases
and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement.
Upon such filings and/or the obtaining of “control,” (as defined in the UCC) the Agent will have a perfected Lien on,
and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected
by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral
subject to the limitations relating to such proceeds in the UCC) or by obtaining control, under the UCC (in effect on the date this representation
is made) in each case prior and superior in right to any other Person (except for Permitted Encumbrances having priority under applicable
Law or otherwise permitted to have priority pursuant to the terms hereof).


 






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(b)            When
the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright
Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified in Schedule II
of the Security Agreement, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of
the applicable Loan Parties in the Intellectual Property in which a security interest may be perfected by filing, recording or registering
a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States
Copyright Office, as applicable, in each case prior and superior in right to any other Person except for Permitted Encumbrances having
priority under applicable Law or otherwise permitted to have priority pursuant to the terms hereof (it being understood that subsequent
recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien
on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Closing Date).


 


5.18         Location
of Real Estate and Leased Premises.


 


Each Borrower and each of
their Subsidiaries has good title in fee simple to, or a valid leasehold interest in, all its material real property located in the United
States of America, and good title to, or a valid leasehold interest in, all its other material property located in the United States of
America, except those for which the failure to have such good title or such leasehold interest could not be reasonably expected to have
a Material Adverse Effect, and none of such real or other property is subject to any Lien, except for Liens permitted hereby (including
Permitted Encumbrances). Schedule 5.18 sets forth all Real Estate owned by the Loan Parties and located in the United States as of the
Closing Date.


 


5.19         Solvency.


 


On the Closing Date, after
giving effect to the Transactions and the application of the proceeds of all Indebtedness being incurred in connection with the Transactions,
the Loan Parties, on a consolidated basis, are Solvent.


 


5.20         No
Material Adverse Effect.


 


Since December 31, 2015,
there has been no change in the financial condition, business, operations, assets or liabilities of Parent or any Loan Party that has
had, or could reasonably be expected to have a Material Adverse Effect.


 


5.21         Insurance.


 


The properties of the Loan
Parties and their Subsidiaries are insured with financially sound and reputable insurance companies which are not Affiliates of the Loan
Parties, in such amounts, with such deductibles and covering such risks (including, without limitation, workmen’s compensation,
public liability, business interruption and property damage insurance) as are customarily carried by companies engaged in similar businesses
and owning similar properties in localities where the Loan Parties or the applicable Subsidiary operates. Schedule 5.21 sets forth a true,
complete and correct description of all material insurance maintained by or on behalf of the Loan Parties or any of their Subsidiaries.
Each insurance policy listed on Schedule 5.21 is in full force and effect and all premiums in respect thereof that are due and payable
have been paid.


 






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5.22         USA
PATRIOT Act; OFACSanctions;
Anti-Corruption Laws; Anti-Money Laundering Laws.


 


(a)            To
the extent applicable, each of Parent and each of the Loan Parties is in compliance with the USA PATRIOT Act.


 


(b)            Neither
Parent nor any


 


(b)            No
Loan Party noror
any of theirits
Subsidiaries is any of the following:


 


(i)            a
person that is listed in the annex to, or it otherwise subject to the provisions of the Executive Order;


 


(ii)            a
person owned or Controlled by, or acting for or on behalf of, any person that is listed in the annex to, or is otherwise subject to the
provisions of, the Executive Order;


 


(iii)            a
person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any laws with respect to terrorism
or money laundering;


 


(iv)            a
person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or


 


(v)            a
person that is named as a “specially designated national and blocked person” on the most current list published by the U.S.
Treasury Department Office of Foreign Assets Control (“OFAC”)
at its official website or any replacement website or other replacement official publication of such list and none of the proceeds of
the Loans will be, directly or indirectly, offered, lent, contributed or otherwise made available to any Subsidiary, joint venture partner
or other person for the purpose of financing the activities of any person the subject of sanctions administered by OFAC.in
violation of any Sanctions. No Loan Party nor any of its Subsidiaries nor, to the knowledge of such Loan Party, any director, officer,
employee, agent or Affiliate of such Loan Party or such Subsidiary (a) is a Sanctioned Person or a Sanctioned Entity, (b) has
any assets located in Sanctioned Entities, or (c) derives revenues from investments in, or transactions with Sanctioned Persons or
Sanctioned Entities. Each of the Loan Parties and its Subsidiaries has implemented and maintains in effect policies and procedures reasonably
designed to ensure compliance with all Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws. Each of the Loan Parties and its
Subsidiaries, and to the knowledge of each such Loan Party, each director, officer, employee, agent and Affiliate of each such Loan Party
and each such Subsidiary, is in compliance with all Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws, in each case, in all
material respects. No proceeds of any Loan made or Letter of Credit issued hereunder will be used to fund any operations in, finance any
investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity, in each case, in violation of Sanctions,
or otherwise used in any manner that would result in a violation of any Sanction, Anti-Corruption Law or Anti-Money Laundering Law by
any Person (including any Credit Party or other individual or entity participating in any transaction).


 






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5.23         Intellectual
Property; Licenses, Etc.


 


(a) The Loan Parties
own, or possess the right to use, all of the patents, patent rights, trademarks, service marks, trade names, copyrights or mask works,
domain names, applications and registrations for any of the foregoing (collectively, “Intellectual Property Rights”)
that are necessary for the operation of their respective businesses as currently conducted, without conflict with the rights of any other
person in any material respect, except for those the failure to own or have such legal right to use could not reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect, (b) to the knowledge of the Lead Borrower, neither the Loan Parties
nor any of their Subsidiaries nor any intellectual property right, proprietary right, product, process, method, substance, part or other
material now employed, sold or offered by or contemplated to be employed, sold or offered by the Loan Parties or their Subsidiaries is
interfering with, infringing upon, misappropriating or otherwise violating Intellectual Property Rights of any person, in each case, except
as could not reasonably be expected to have a Material Adverse Effect, and (c) no claim or litigation regarding any of the foregoing
is pending or, to the knowledge of the Lead Borrower, threatened which, if adversely decided, could reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect.


 


5.24         No
Default.


 


Neither Parent nor any Loan
Party or any of their Subsidiaries is in default under or with respect to (a) any Material Indebtedness or (b) any of its Contractual
Obligations, except, in the case of clause (b) only, as could not reasonably be expected to have a Material Adverse Effect. No Default
or Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement
or any other Loan Document.


 


5.25         Labor
Matters.


 


There are no strikes, lockouts,
slowdowns or other material labor disputes against any Loan Party or any of their Subsidiaries thereof pending or, to the knowledge of
any Loan Party, threatened, which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. Except
as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) the hours worked by
and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local
or foreign Law dealing with such matters, (ii) no Loan Party or any of its Subsidiaries has incurred any liability or obligation
under the Worker Adjustment and Retraining Act or similar state Law, (iii) all payments due from any Loan Party and its Subsidiaries,
or for which any claim may be made against any Loan Party or any of its Subsidiaries, on account of wages and employee health and welfare
insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party,
(iv) no Loan Party or any Subsidiary is a party to or bound by any collective bargaining agreement, (v) there are no representation
proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor
organization or group of employees of any Loan Party or any Subsidiary has made a pending demand for recognition, (vi) there are
no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints
against any Loan Party or any Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental
Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment
of any employee of any Loan Party or any of its Subsidiaries, and (vii) the consummation of the transactions contemplated by this
Agreement or any other Loan Document will not give rise to any right of termination or right of renegotiation on the part of any union
under any collective bargaining agreement to which any Loan Party or any of its Subsidiaries is bound.


 






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5.26         Deposit
Accounts; Credit Card Arrangements.


 


(a)            Annexed
hereto as Schedule 5.26(a) is a list of all DDAs maintained by the Loan Parties as of the Closing Date, which Schedule includes,
with respect to each DDA (i) the name and address of the depository; (ii) the account number(s) maintained with such depository;
(iii) a contact person at such depository, and (iv) the identification of each Blocked Account Bank.


 


(b)            Annexed
hereto as Schedule 5.26(b) is a list describing all arrangements as of the Closing Date to which any Loan Party is a party with respect
to the processing and/or payment to such Loan Party of the proceeds of any credit card charges and debit card charges for sales made by
such Loan Party.


 


Article VI


AFFIRMATIVE COVENANTS


 


Each of the Loan Parties covenants
and agrees with each Lender that so long as this Agreement shall remain in effect and until the Commitments have been terminated and the
Obligations (other than Obligations in respect of Cash Management Services and contingent indemnification and reimbursement obligations
that are not yet due and payable and for which no claim has been asserted) shall have been paid in full, in cash, the Commitments have
been terminated and Letters of Credit expired, terminated or cash collateralized on terms satisfactory to the L/C Issuer, unless the Required
Lenders shall otherwise consent in writing, the Loan Parties will, and will cause their Subsidiaries to:


 


6.01         Existence;
Businesses and Properties.


 


(a)            Do
or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, except as otherwise expressly
permitted under Section 6.01 and except, other than in the case of the Loan Parties, where the failure to do so could not
reasonably be expected to have a Material Adverse Effect; and


 


(b)            Except
where the failure to do so could not reasonably be expected to have a Material Adverse Effect (i) do or cause to be done all things
necessary to lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, licenses
and rights with respect thereto necessary to the normal conduct of its business required by Governmental Authorities and necessary to
the ownership, occupation or use of its properties or the conduct of its business, (ii) at all times maintain and preserve all property
necessary to the normal conduct of its business and keep such property in good repair, working order and condition and from time to time
make, or cause to be made, all necessary and proper repairs, renewals, additions, improvements and replacements thereto necessary in order
that the business carried on in connection therewith, if any, may be properly conducted at all times (in each case except as expressly
permitted by this Agreement) and (iii) comply with all Contractual Obligations.


 


6.02         Insurance.


 


(a)            Maintain,
with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are usually insured against
in the same general area by companies engaged in the same or similar businesses and cause the Agent to be listed as a co-loss payee on
property and casualty policies and as an additional insured on liability policies.


 


(b)            In
connection with the covenants set forth in this Section 6.02, it is understood and agreed that:


 


(i)            neither
the Agent, the Lenders, nor their respective agents or employees shall be liable for any loss or damage insured by the insurance policies
required to be maintained under this Section 6.02, it being understood that (A) the Loan Parties and their Subsidiaries
shall look solely to their insurance companies or any other parties other than the aforesaid parties for the recovery of such loss or
damage and (B) such insurance companies shall have no rights of subrogation against the Agent, the Lenders or their agents or employees.
If, however, the insurance policies, as a matter of the internal policy of such insurer, do not provide waiver of subrogation rights against
such parties, as required above, then the Loan Parties hereby agree, to the extent permitted by law, to waive, and further agree to cause
each of their Subsidiaries, to the extent permitted by law, to waive, its right of recovery, if any, against the Agent, the Lenders and
their agents and employees;


 






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(ii)           the
designation of any form, type or amount of insurance coverage by the Agent under this Section 6.02 shall in no event be deemed
a representation, warranty or advice by the Agent or the Lenders that such insurance is adequate for the purposes of the business of the
Loan Parties or the protection of their properties; and


 


(c)            (A) fire
and extended coverage policies maintained with respect to any Collateral shall be endorsed or otherwise amended to include (1) a
lenders’ loss payable clause (regarding personal property), in form and substance reasonably satisfactory to the Agent, which endorsements
or amendments shall provide that the insurer shall pay all proceeds in respect of personal property otherwise payable to the Loan Parties
under the policies directly to the Agent, and (2) a provision to the effect that none of the Loan Parties, the Agent, the Lenders
or any other person shall be a co-insurer; (B) commercial general liability policies shall be endorsed to name the Agent, as an additional
insured; and (C) business interruption policies shall name the Agent as a loss payee and shall be endorsed or amended to include
(1) a provision that, from and after the Closing Date, the insurer shall pay all proceeds otherwise payable to the Lead Borrower
and its Subsidiaries under the policies directly to the Agent and (2) a provision to the effect that none of the Loan Parties, the
Agent, the Lenders or any other party shall be a co-insurer. Each such policy referred to in this Section 6.02 shall also
provide that it shall not be canceled, modified or not renewed (x) by reason of nonpayment of premium except upon not less than ten
(10) days’ prior written notice thereof by the insurer to the Agent (giving the Agent the right to cure defaults in the payment
of premiums) or (y) for any other reason except upon not less than thirty (30) days’ prior written notice thereof by the insurer
to the Agent. The Lead Borrower shall deliver to the Agent, prior to the cancellation, modification or nonrenewal of any such policy of
insurance, a copy of a renewal or replacement policy (or other evidence of renewal of a policy previously delivered to the Agent, including
an insurance binder) together with evidence reasonably satisfactory to the Agent of payment of the premium therefor. Notwithstanding the
foregoing, it is understood and agreed that no Loan Party shall be required to maintain flood insurance unless any Real Estate is required
to be so insured pursuant to the Flood Disaster Protection Act of 1973 or the National Flood Insurance Act of 1968, and the regulations
promulgated thereunder because such Real Estate is located in an area which has been identified by the Secretary of Housing and Urban
Development as a “special flood hazard area”.


 


(d)            Maintain
for themselves and their Subsidiaries, a Directors and Officers insurance policy, and a “Blanket Crime” policy (whether
as a separate policy or as part of the Directors and Officers policy) including employee dishonesty, forgery or alteration, theft, disappearance
and destruction, robbery and safe burglary, property, and computer fraud coverage with responsible companies in such amounts as are customarily
carried by business entities engaged in similar businesses similarly situated, and will upon request by the Agent furnish the Agent certificates
evidencing renewal of each such policy.


 


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


 






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6.03            Taxes.


 


Pay, discharge or otherwise
satisfy at or before maturity or before they become delinquent, as the case may be, all Taxes imposed upon it or its income or profits
or in respect of its property; provided that such payment and discharge shall not be required with respect to any Tax, assessment, charge,
levy or claim so long as (a) the validity or amount thereof shall be contested in good faith by appropriate proceedings diligently
conducted and (b) any affected Loan Party, shall have set aside on its books reserves in accordance with GAAP with respect thereto,
or (c) the failure to do so, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Nothing contained
herein shall be deemed to limit the rights of the agents with respect to determining Reserves pursuant to this Agreement.


 


6.04            Financial
Statements, Reports, etc. Furnish to the Agent:


 


(a)            as
soon as available, but in all events within one hundred and twenty (120) days after the end of each Fiscal Year commencing with the 2016
Fiscal Year, (i) a consolidated balance sheet and related statements of operations, cash flows and owners’ equity showing the
financial position of, so long as Parent does not own any Subsidiaries other than Borrower Holdco and its Subsidiaries, Parent and its
Subsidiaries, and, if Parent does own any Subsidiaries other than Borrower Holdco, the Loan Parties and their Subsidiaries, as of the
close of such Fiscal Year and the consolidated results of its operations during such year, setting forth in comparative form the corresponding
figures for the prior Fiscal Year, which consolidated balance sheet and related statements of operations, cash flows and owners’
equity shall be audited by a Registered Public Accounting Firm and accompanied by an opinion of such accountants (which shall not be qualified
as to scope of audit or as to the status of any Loan Party as a going concern other than any such qualification or exception that is solely
with respect to, or resulting solely from, an upcoming maturity date under this Agreement, the Term Loan Facility or any other Indebtedness
occurring within one year from the time such report is delivered) to the effect that such consolidated financial statements fairly present,
in all material respects, the financial position and results of operations of the Loan Parties on a consolidated basis in accordance with
GAAP (it being understood that the delivery of annual reports on Form 10-K of Parent and its Subsidiaries or the Loan Parties, as
required hereunder, shall satisfy the requirements of this Section 6.04(a) to the extent such annual reports include
the information specified herein) (the applicable financial statements delivered pursuant to this clause (a) being the “Annual
Financial Statements”);


 


(b)            within
(x) thirty (30) days following the end of each fiscal
month that is not the last month of a Fiscal Quarter of each Fiscal Year and (y) forty
five (45) days (or 60 days for the fiscal month ending on or about September 30, 2016) following
the end of each fiscal month that is the last month
of a Fiscal Quarter of each Fiscal Year (other than the last Fiscal Quarter of any
Fiscal Year), (i) a consolidated balance sheet and related statements of operations showing the financial position
of, so long as Parent does not own any Subsidiaries other than Borrower Holdco and its Subsidiaries, Parent and its Subsidiaries, and,
if Parent does own any Subsidiaries other than Borrower Holdco, the Loan Parties, as of the close of such fiscal
monthFiscal Quarter and the consolidated results
of its operations during such fiscal monthFiscal
Quarter, and, in each case, the then-elapsed portion of the Fiscal Year and setting forth in comparative form the corresponding
figures for the corresponding periods of the prior Fiscal Year and compared to the budget delivered under Section 6.04(e) for
such Fiscal Year (or, prior to the initial delivery under Section 6.04(e), compared to the budget delivered to the Agent on
or prior to the Closing Date), and (ii) management’s discussion
and analysis of significant operational and financial developments during such quarterly period in the form of the company’s internal
system-generated reports, all of which shall be in reasonable detail and which consolidated balance sheet and related statements of operations
shall be certified by a Responsible Officer of Lead Borrower as fairly presenting, in all material respects, the financial position and
results of operations of the Parent and its Subsidiaries or Loan Parties and their Subsidiaries, as required hereunder, on a consolidated
basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) (it being understood that the
delivery of quarterly reports on Form 10-Q of Parent and its Subsidiaries or the Loan Parties, as required hereunder, shall satisfy
the requirements of this Section 6.04(b) to the extent such quarterly reports include the information specified herein) Notwithstanding
the foregoing, after the occurrence and during the continuance of an Accelerated Interim Financial Statement Delivery Event, the Lead
Borrower shall furnish within (x) thirty (30) days following
the end of each Fiscal Month that
is not the last month of a Fiscal Quarter of each Fiscal Year and (y) forty
five (45) days following the end of each Fiscal Month that is
the last month of a Fiscal Quarter of each Fiscal Year
(other than the last Fiscal Quarter of any Fiscal Year),
(i) a consolidated balance sheet and related statements of operations showing the financial position of, so long as Parent does not
own any Subsidiaries other than Borrower Holdco and its Subsidiaries, Parent and its Subsidiaries, and, if Parent does own any Subsidiaries
other than Borrower Holdco, the Loan Parties, as of the close of such fiscal
month and the consolidated results of its operations during such
fiscal month,
and, in each case, the then-elapsed portion of the Fiscal Year and setting forth in comparative form the corresponding figures for the
corresponding periods of the prior Fiscal Year and compared to the budget delivered under Section 6.04(e) for such Fiscal Year
(or, prior to the initial delivery under Section 6.04(e), compared to the budget delivered to the Agent on or prior to the Closing
Date), and (ii) management’s discussion and analysis of significant operational and financial developments during
such monthly period in the form of the company’s internal system-generated reports, all of which shall be in reasonable detail and
which consolidated balance sheet and related statements of operations shall be certified by a Responsible Officer of Lead Borrower as
fairly presenting, in all material respects, the financial position and results of operations of the Parent and its Subsidiaries or Loan
Parties and their Subsidiaries, as required hereunder, on a consolidated basis in accordance with GAAP (subject to normal year-end audit
adjustments and the absence of footnotes) (the applicable financial statements delivered pursuant to this clause (b) being the “MonthlyInterim
Financial Statements”);


 






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(c)            concurrently
with any delivery of Required Financial Statements under paragraphs (a) and (b) of this Section 6.04, a certificate
of a Responsible Officer of the Lead Borrower (i) certifying that no Default or Event of Default has occurred and is continuing or,
if a Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken
or proposed to be taken with respect thereto, (ii) if such Required Financial Statements are delivered pursuant to paragraph (a) of
this Section 6.04 or paragraph (b) of this Section 6.04 with respect to a
Fiscal Quarter or the last Fiscal Month of a Fiscal Quarter and if a Covenant Compliance Event has occurred and is continuing,
demonstrating compliance with Section 7.10 (in reasonable detail satisfactory to the Agent) and (iii) certifying a list
of all Immaterial Subsidiaries, that each Subsidiary set forth on such list individually qualifies as an Immaterial Subsidiary and that
all such Subsidiaries in the aggregate do not exceed the limitation set forth in clause (b) of the definition of the term “Immaterial
Subsidiary”;


 


(d)            within
five (5) Business Days after the same become publicly available, copies of all periodic and other publicly available reports, proxy
statements and, to the extent requested by the Agent, other materials filed by Parent, any Loan Party, Borrower or any other with the
SEC, or after a Public Offering, distributed to its stockholders generally, as applicable; provided that such reports, proxy statements,
filings and other materials required to be delivered pursuant to this clause (d) shall be deemed delivered for purposes of this Agreement
when posted to the website of the Lead Borrower;


 


(e)            within
one hundred twenty (120) days following the end of each Fiscal Year, a reasonably detailed consolidated annual budget for such Fiscal
Year (including a projected consolidated balance sheet of Parent and its Subsidiaries as of the end of each Fiscal Month for the following
Fiscal Year, and annual consolidated statements of projected cash flow and projected income and projected Availability on a monthly basis),
including a description of underlying assumptions with respect thereto and describing any changes from such preliminary budget delivered
to Agent (collectively, the “Budget”), which Budget shall in each case be accompanied by the statement of a Responsible
Officer of the Lead Borrower to the effect that the Budget is based on assumptions believed by such Responsible Officer to be reasonable
as of the date of delivery thereof;


 






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(f)            [reserved];


 


(g)            promptly,
from time to time, such other information regarding the operations, business affairs and financial condition of Parent or any Loan Party,
or compliance with the terms of any Loan Document, in each case, as the Agent may reasonably request (for itself or on behalf of any Lender),
including, without limitation, those items listed on Schedule 6.04 attached hereto;


 


(h)            on
or before the 15th day of each quarter after the Closing Date, a Borrowing Base Certificate as of the last day of the immediately
preceding quarter, with such supporting materials as the Agent shall reasonably request, including, without limitation, (i) a report
in reasonable detail of the Accounts assigned to CIT pursuant to the CIT Deferred Purchase Factoring Agreement and (ii) in the event
that Accounts sold to CIT pursuant to the CIT Deferred Purchase Factoring Agreement exceed $1,000,000 in any Fiscal Year, a report in
reasonable detail of the Accounts sold to CIT pursuant to the CIT Deferred Purchase Factoring Agreement solely to the extent such sold
Accounts are due from customers having additional Accounts which have been included in the Borrowing Base for such month. Notwithstanding
the foregoing, (x) after the occurrence and during the continuance of an Accelerated Monthly Borrowing Base Delivery Event, on or
before the 15th day of each month, the Lead Borrower shall furnish a Borrowing Base Certificate calculated as of the last day
of the immediately preceding month and (y) after the occurrence and during the continuance of an Accelerated Weekly Borrowing Base
Delivery Event, on Wednesday of each week (or, if Wednesday is not a Business Day, on the next succeeding Business Day), the Lead Borrower
shall furnish a Borrowing Base Certificate calculated as of the close of business on Saturday of the immediately preceding calendar week;
provided, that the Lead Borrower may elect to deliver a Borrowing Base Certificate more frequently so long as if any Borrowing Base Certificate
is delivered (I) within one week of the prior Borrowing Base Certificate (the “Initial Borrowing Base Certificate”),
the Lead Borrower shall continue to deliver Borrowing Base Certificates weekly (in accordance with clause (y) above) for a period
of sixty (60) days from the delivery of the Initial Borrowing Base Certificate (or for such longer period as required by the occurrence
of an Accelerated Weekly Borrowing Base Delivery Event) or (II) more than one week but one month or less after the Initial Borrowing
Base Certificate, the Lead Borrower shall continue to deliver Borrowing Base Certificates monthly (in accordance with clause (x) above)
for a period of ninety (90) days from the delivery of the Initial Borrowing Base Certificate (or more frequently or for such longer period
as required by the occurrence of an Accelerated Monthly Borrowing Base Delivery Event or Accelerated Weekly Borrowing Base Delivery Event);


 


(i)            promptly
upon request by the Agent (so long as the following are obtainable using commercially reasonable measures), copies of (i) each Schedule
SB (Single-Employer Defined Benefit Plan Actuarial Information) to the most recent annual report (Form 5500 Series) filed with the
Internal Revenue Service with respect to a Plan, (ii) the most recent actuarial valuation report for any Plan, and (iii) all
notices received from a Multiemployer Plan sponsor, a plan administrator or any governmental agency, or provided to any Multiemployer
Plan by the Loan Parties or any Commonly Controlled Entity, concerning an ERISA Event;


 


(j)            promptly
following any request therefor by the Agent (so long as the following are obtainable using commercially reasonable measures), copies of
(i) any documents described in Section 101(k)(1) of ERISA that Parent, the Loan Parties or any Commonly Controlled Entity
may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) of ERISA that Parent,
the Loan Parties or any Commonly Controlled Entity may request with respect to any Multiemployer Plan; provided that if Parent, any of
the Loan Parties or any Commonly Controlled Entity has not requested such documents or notices from the administrator or sponsor of the
applicable Multiemployer Plan, Parent, the Lead Borrower, such other Subsidiary or such Commonly Controlled Entity shall promptly make
a request for such documents or notices from the administrator or sponsor and shall provide copies of such documents and notices promptly
after receipt thereof;


 






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(k)            promptly
upon reasonable request from the Agent, calculations of Consolidated EBITDA and other Fixed GAAP Terms as reasonably requested by the
Agent promptly following receipt of a written notice from the Lead Borrower electing to change the Fixed GAAP Date, which calculations
shall show the calculations of the respective Fixed GAAP Terms both before and after giving effect to the change in the Fixed GAAP Date
and identify the material change(s) in GAAP giving rise to the change in such calculations, together with a reconciliation between
calculations of any financial ratio made before and after giving effect to such change in GAAP; and


 


(l)            if,
at any time, Availability is less than or equal to fifteen percent (15%) of the Loan Cap, the Borrowers shall promptly, upon the written
request of the Agent, provide to the Agent a written certification as to the Consolidated Fixed Charge Coverage Ratio, including reasonably
detailed calculations with respect thereto in accordance with Appendix IV of the Compliance Certificate; and


 


(m)            promptly
following any request therefor, information and documentation reasonably requested by the Agent or any Lender for purposes of compliance
with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the
Beneficial Ownership Regulation (including any updated Beneficial Ownership Certification).


 


provided that in the event that Parent,
any other Parent Entity or a Loan Party is not engaged in any business or activity, and does not own any assets or have other liabilities,
other than those incidental to its ownership directly or indirectly of the Equity Interests of the Lead Borrower and the other Subsidiaries,
such consolidated reporting at a Person’s level in a manner consistent with that described in paragraphs (a) and (b) of
this Section 6.04 for Parent will satisfy the requirements of such paragraphs.


 


The Loan Parties hereby acknowledge that (a) the
Agent and/or the Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf
of the Loan Parties hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks
or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side”
Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Loan Parties or their securities)
(each, a “Public Lender”). The Loan Parties hereby agree that so long as any Loan Party is the issuer of any outstanding
debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities
they will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public
Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum,
shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials
 “PUBLIC,” the Loan Parties shall be deemed to have authorized the Agent, the Arrangers, the L/C Issuer and the Lenders to
treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with
respect to the Loan Parties or their securities for purposes of United States Federal and state securities laws (provided, however,
that to the extent such Borrower Materials constitute Confidential Information, they shall be treated as set forth in Section 10.07);
(y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated
 “Public Investor”; and (z) the Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not
marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”


 






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6.05            Litigation
and Other Notices.


 


Furnish to the Agent written
notice of the following promptly after any Responsible Officer of the Lead Borrower obtains actual knowledge thereof or receipt of such
document or notice, as applicable:


 


(a)            any
Default or Event of Default;


 


(b)            any
litigation investigation or proceeding affecting any Loan Party or its Subsidiaries that could reasonably be expected to have a Material
Adverse Effect;


 


(c)            (i) the
occurrence or expected occurrence of any Reportable Event (or similar event) with respect to any Single Employer Plan (or Foreign Plan),
a failure to make any required contribution to a Single Employer Plan, Multiemployer Plan or Foreign Plan, the creation of any Lien on
the property of the Borrowers or their respective Subsidiaries in favor of the PBGC, a Plan or a Foreign Plan or any withdrawal from,
or the full or partial termination, “endangered” or “critical” status (within the meaning of Section 432
of the Code or Section 305 of ERISA), or Insolvency of, any Multiemployer Plan or Foreign Plan; or (ii) the institution
of proceedings or the taking of any other formal action by the PBGC or any Loan Party or any of its Subsidiaries or any Commonly Controlled
Entity or any Multiemployer Plan which would reasonably be expected to result in the withdrawal from, or the termination, or Insolvency
of, any Single Employer Plan, Multiemployer Plan or Foreign Plan; provided, however, that no such notice will be required
under clause (i) or (ii) above unless the event giving rise to such notice, when aggregated with all other such events under
clause (i) or (ii) above, would be reasonably expected to result in a Material Adverse Effect;


 


(d)            any
other development specific to any Loan Party that is not a matter of general public knowledge and that has had, or could reasonably be
expected to have, a Material Adverse Effect;


 


(e)            any
material notices or material demands delivered or received by any Loan Party (or on its behalf) in connection with the CIT Deferred Purchase
Factoring Agreement;


 


(f)            the
occurrence of (i) any default or event of default under the Term Loan Agreement or (ii) any payment default with respect to
Material Indebtedness of any Loan Party;


 


(g)            the
filing of any lien for unpaid Taxes against any Loan Party in excess of $1,000,000, individually, or $2,500,000, in the aggregate;


 


(h)            any
casualty or other insured damage to any significant portion of the Collateral or the commencement of any action or proceeding for the
taking of any interest in a significant portion of the Collateral under power of imminent domain or by condemnation or similar proceeding;


 


(i)            any
loss, damage or destruction to a significant portion of Collateral, whether or not covered by insurance;


 


(j)            the
filing or asserting of any Lien by customs or revenue authority against any Loan Party in excess of $1,000,000, individually, or $2,500,000,
in the aggregate;


 


(k)            the
failure by any Loan Party to pay rent under any Real Estate leases which, individually or in the aggregate, could reasonably be excepted
to have a Material Adverse Effect;


 


(l)            any
default under any Contractual Obligation of any Loan Party or its Subsidiaries, which could reasonably be expected to have a Material
Adverse Effect; and


 






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(m)            (i) any
release or discharge by any Loan Party or its Subsidiaries of any Materials of Environmental Concern required to be report under applicable
Environmental Laws to any Governmental Authority, unless the total Environmental Costs arising out of such release or discharge could
not reasonably have a Material Adverse Effect and (ii) any condition, circumstance, occurrence or event not previously disclosed
in writing to the Agent that could reasonably be expected to result in liability or expense under applicable Environmental Laws, unless
the total Environmental Costs arising out of such condition, circumstance, occurrence or event could not reasonably be expected to have
a Material Adverse Effect, or could not reasonably be expected to result in the imposition of any lien or other material restriction on
the title, ownership or transferability of any facilities and properties owned, leased or operated by the Loan Parties or any of their
Subsidiaries that could reasonably be expected to result in a Material Adverse Effect, and (iii) any proposed action to be
taken by any Loan Party or any of its Subsidiaries that could reasonably be expected to subject the any Loan Party or any of its Subsidiaries
to any material additional or different requirements or liabilities under Environmental Laws, unless the total Environmental Costs arising
out of such proposed action could not reasonably be expected to have a Material Adverse Effect.


 


Each notice pursuant to this Section 6.05
shall be accompanied by a statement of a Responsible Officer of the Lead Borrower setting forth details of the occurrence referred to
therein and stating what action the Loan Party or its Subsidiary proposes to take with respect thereto.


 


6.06            Compliance
with Laws.


 


Comply (a) in
all material respects with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property that
are material to the conduct of the Loan Parties’ business, except in such instances in each case, any material non compliance which
could not reasonably be expected to have a Material Adverse Effect and (b) with
all applicable Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws; provided, however, that this Section 6.06
shall not apply to Environmental Laws, which are the subject of Section 6.09, or Taxes, which are the subject of Section 6.03.


 


6.07            Maintaining
Records; Access to Properties and Inspections; Appraisals.


 


(a)            Maintain
all material financial records in accordance with GAAP and permit any persons designated by the Agent (including, without limitation,
the Agent or any representatives or independent contractors thereof) or, upon the occurrence and during the continuance of an Event of
Default, any Lender, to visit and inspect the financial records (including, without limitation, the corporate, financial and operating
records) and the properties of the Borrowers or any of their Subsidiaries at reasonable times, upon reasonable prior notice to the Borrowers,
and as often as reasonably requested, to make extracts from and copies of such financial records, and to discuss its affairs, finances
and accounts with its Registered Public Accounting Firm, and permit the Agent or professionals (including investment bankers, consultants,
accountants, and lawyers) retained by the Agent to conduct evaluations of the Loan Parties’ business plan, forecasts and cash flows,
all at the expense of the Loan Parties and at such reasonable times during normal business hours and as often as may be reasonably desired,
upon reasonable advance notice to the Lead Borrower; provided, that, so long as no Default or Event of Default shall have occurred
and be continuing, the Agent shall be limited to one (1) such visit at the Loan Parties’ expense in any Fiscal Year; provided,
further, that when a Default or Event of Default exists the Agent (or any of its representatives or independent contractors) may
do any of the foregoing at the expense of the Loan Parties at any time during normal business hours and without advance notice.


 






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(b)            Upon
the request of the Agent after reasonable prior notice, permit the Agent or professionals (including investment bankers, consultants,
accountants, and lawyers) retained by the Agent to conduct commercial finance examinations and other evaluations, including, without limitation,
of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing
Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties
shall pay the fees and expenses of the Agent and such professionals with respect to such examinations and evaluations. Without limiting
the foregoing, the Loan Parties acknowledge that the Agent shall undertake one (1) commercial finance examination during each twelve
(12) month period following the Closing Date at the Loan Parties’ expense to
the extent that during such twelve (12) month period Availability is, at any time, less than or equal to eighty percent (80%) of the Loan
Cap; provided, that, if Availability is, at any time, less than twenty percent (20%) of the Loan Cap for three (3) consecutive
Business Days, the Agent may conduct two (2) commercial finance examinations during such twelve (12) month period at the Loan Parties’
expense. Notwithstanding the foregoing, the Agent may cause additional commercial finance examinations to be undertaken (i) as it
in its discretion deems necessary or appropriate, at its own expense or (ii) if required by Law, at the expense of Agent and the
Loan Parties shared equally or (iii) if a Designated Event of Default shall have occurred and be continuing, at the expense of the
Loan Parties.


 


(c)            Upon
the request of the Agent after reasonable prior notice, permit the Agent or professionals (including appraisers) retained by the Agent
to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall
pay the fees and expenses of the Agent and such professionals with respect to such appraisals. Without limiting the foregoing, the Loan
Parties acknowledge that the Agent shall undertake one (1) inventory appraisal during each twelve (12) month period following the
Closing Date at the Loan Parties’ expense to the extent that during such
twelve (12) month period Availability is, at any time, less than or equal to eighty percent (80%) of the Loan Cap; provided,
that, if Availability is, at any time, less than twenty percent (20%) of the Loan Cap for three (3) consecutive Business Days, the
Agent may conduct two (2) inventory appraisals during such twelve (12) month period at the Loan Parties’ expense. Notwithstanding
the foregoing, the Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate,
at its own expense or, (ii) if required by Law, at the expense of Agent and the Loan Parties shared equally or (iii) if a Designated
Event of Default shall have occurred and be continuing, at the expense of the Loan Parties. So long as no Default or Event of Default
has occurred and is continuing, Agent will provide Lead Borrower with a copy of the final appraisal report. Any adjustments to the Appraised
Value or the Borrowing Base hereunder as a result of such appraisals shall become effective ten (10) days following the date of the
applicable final appraisal report.


 


(d)            The
Loan Parties shall cause (i) not less than one physical inventory at each store location to be undertaken in each 12 month period
by such inventory takers substantially consistent with the practices in place on the Closing Date or as otherwise are reasonably satisfactory
to the Agent and (ii) periodic cycle counts of Inventory to be undertaken at each location, in each case, at least once in each 12
month period, and at the expense of the Loan Parties, in accordance with the Loan Parties’ usual business practices, conducted using
methodology routinely used by the Loan Parties in their ordinary course of business with respect to such Inventory counts or as otherwise
consistent with standard and customary business practices, and shall post such results to the Loan Parties’ stock ledgers and general
ledgers, as applicable.


 


Notwithstanding anything to the contrary in Section 6.04(g) or
this Section 6.07, neither the Loan Parties nor any Subsidiary will be required to disclose, or permit the inspection or discussion
of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information,
(ii) in respect of which disclosure to the Agent or the Lenders (or their respective representatives) is prohibited by applicable
Law or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product.


 






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6.08            Use
of Proceeds.


 


Use the proceeds of the Credit
Extensions only (a) to refinance Indebtedness of the Lead Borrower and its Subsidiaries under the Existing Term Loan Agreement and
the Existing Credit Agreement (with respect to the Exiting Lenders), (b) to finance transaction fees and expenses related hereto,
and (c) to finance working capital needs and for general corporate purposes (including, without limitation, for capital expenditures,
Permitted Business Acquisitions, the repayment or refinancing of Indebtedness and the making of Investments and Restricted Payments (other
than the Closing Date Dividend), in each case to the extent not prohibited hereunder).


 


6.09            Compliance
with Environmental Laws.


 


(a)            (i) Comply
substantially with, and require substantial compliance by all tenants, subtenants, contractors, and invitees with, all applicable Environmental
Laws; (ii) obtain, comply substantially with and maintain any and all Environmental Permits necessary for its operations as conducted
and as planned; and (iii) require that all tenants, subtenants, contractors, and invitees obtain, comply substantially with and maintain
any and all Environmental Permits necessary for their operations as conducted and as planned, with respect to any property leased or subleased
from, or operated by any Loan Party or its Subsidiaries. For purposes of this Section 6.09(a), noncompliance shall not constitute
a breach of this covenant, provided that, upon learning of any actual or suspected noncompliance, the Lead Borrower and any such affected
Loan Party or Subsidiary shall promptly undertake and diligently pursue reasonable efforts, if any, to achieve compliance, and provided,
further, that in any case such noncompliance could not reasonably be expected to have a Material Adverse Effect.


 


(b)            Promptly
comply, in all material respects, with all orders and directives of all Governmental Authorities regarding Environmental Laws, other than
such orders or directives (i) as to which the failure to comply could not reasonably be expected to result in a Material Adverse
Effect or (ii) as to which: (x) appropriate reserves have been established in accordance with GAAP; (y) an appeal or other
appropriate contest is or has been timely and properly taken and is being diligently pursued in good faith; and (z) if the effectiveness
of such order or directive has not been stayed, the failure to comply with such order or directive during the pendency of such appeal
or contest could not reasonably be expected to have a Material Adverse Effect.


 


(c)            Except
to the extent that failure to do so, in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (i) conduct,
or have conducted on its behalf, any investigation, study, sampling, or testing any real property at which the Loan Parties and their
Subsidiaries operate as required by Environmental Laws, and (ii) respond, or cause a third party to respond, to any release, threatened
release, or discharge of Materials of Environmental Concern at, on, or under any real property at which the Loan Parties or their Subsidiaries
operate as required by Environmental Laws.


 


6.10            Further
Assurances; Additional Security.


 


(a)            Execute
any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing
and recording of financing statements and other documents and recordings of Liens in stock registries), that may be required under any
applicable law, or that the Agent may reasonably request, all at the expense of the Loan Parties, and provide to the Agent, from time
to time upon reasonable request, evidence reasonably satisfactory to the Agent as to the perfection and priority of the Liens created
or intended to be created by the Security Documents.


 






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(b)            If
any Loan Party directly or indirectly acquires fee-owned Real Estate in the United States after the Closing Date that
has an aggregate, in each case with a purchase price or a
fair market value ofat the
time of acquisition of at least $20,250,000 or more (excluding any real property
subject to Indebtedness pursuant to Section 7.01(z)), (i) notify the Agent thereof, (ii) cause each such fee-owned
Real Estate to be subjected to a mortgage or deed of trust securing the Obligations, in form and substance reasonably acceptable to the
Agent, (iii) obtain fully paid American Land Title Association Lender’s Extended Coverage title insurance policies in form
and substance, with endorsements (including zoning endorsements where available) and in amounts reasonably acceptable to the Agent (the
 “Mortgage Policies”), (iv) to the extent necessary to issue the Mortgage Policies, obtain American Land Title
Association/American Congress on Surveying and Mapping form surveys, dated no more than thirty (30) days before the date of their delivery
to the Agent, certified to the Agent and the issuer of the Mortgage Policies in a manner reasonably satisfactory to the Agent, (v) provide
(1) “Life of Loan” Federal Emergency Management Agency Standard Flood Hazard determinations, (2) notices,
in the form required under the Flood Insurance Laws, about special flood hazard area status and flood disaster assistance duly executed
by each Loan Party, and, (3) if any improved real property encumbered by any mortgage is located in a special flood hazard area,
a policy of flood insurance that (A) covers such improved real property, (B) is written in an amount not less than the outstanding
principal amount of the Indebtedness secured by such mortgage reasonably allocable to such real property or the maximum limit of coverage
made available with respect to the particular type of property under the Flood Insurance Laws, whichever is less, (C) naming the
Agent as loss payee and additional insured with such responsible and reputable insurance companies or associations, and in such amounts
and covering such risks, as are reasonably satisfactory to the Agent, and (D) is otherwise on terms satisfactory to the Agent; and
(vi) obtain customary mortgage or deed of trust enforceability opinions of local counsel for the Loan Parties in the states in which
such fee-owned Real Estate are located and (vii) take, and cause the applicable Subsidiary to take, such actions as shall be necessary
or reasonably requested by the Agent to perfect such Liens, including actions described in paragraph (a) of this Section 6.10,
in each case, at the expense of the Loan Parties. Notwithstanding the foregoing, the Agent shall not enter into any mortgage or deed of
trust in respect of any Real Estate acquired by any Loan Party after the Closing Date until (1) the Agent has delivered to the Lenders
(which may be delivered electronically) the following documents in respect of such Real Estate: (i) a completed flood hazard determination
from a third party vendor, (ii) if such Real Estate is located in a “special flood hazard area,” (A) a notification
to the applicable Loan Party of that fact and (if applicable) notification to the applicable Loan Party that flood insurance is not available
and (B) evidence of receipt by the applicable Loan Party of such notice, and (iii) if such notice is required to be provided
to the applicable Loan Party and flood insurance is available in the community in which such Real Estate is located, evidence of flood
insurance, and (2) the Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood
insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed).


 


(c)            Each
of the parties hereto acknowledges and agrees that, if there are any Real Estate subjected to a mortgage or deed of trust securing the
Obligations, any increase, extension or renewal of any of the Commitments or Loans (including the provision of Commitment Increase and
Extended Revolving Commitments) or any other incremental or additional credit facilities hereunder, but excluding (i) any continuation
or conversion of borrowings, (ii) the making of any Loans, or (iii) the issuance, renewal or extension of Letters of Credit
shall be subject to and conditioned upon: (1) the prior delivery of all flood hazard determination certifications, acknowledgements
and evidence of flood insurance and other flood-related documentation with respect to such Real Estate subjected to a mortgage or deed
of trust securing the Obligations as required by the Flood Insurance Laws and as otherwise reasonably required by the Agent and (2) the
Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance have
been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed).


 






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(d)            With
respect to any Real Estate subjected to a mortgage or deed of trust securing the Obligations, that is located in an area identified by
the Federal Emergency Management Agency (or any successor agency thereto) as a “special flood hazard area” with respect to
which flood insurance has been made available under the Flood Insurance Laws, the applicable Loan Party (a) shall obtain and maintain
with financially sound and reputable insurance companies (except to the extent that any insurance company insuring such Real Estate of
such Loan Party ceases to be financially sound and reputable after the Closing Date, in which case such Loan Party shall promptly replace
such insurance company with a financially sound and reputable insurance company), such flood insurance in such reasonable total amount
as the Agent and the Lenders may from time to time reasonably require and otherwise sufficient to comply with all applicable rules and
regulations promulgated under the Flood Insurance Laws and (b) promptly upon request of the Agent or any Lender, shall deliver to
the Agent or such Lender as applicable, evidence of such compliance in form and substance reasonably acceptable to the Agent or such Lender,
including, without limitation, evidence of annual renewals of such flood insurance.


 


(e)            If
any additional Domestic Subsidiary of a Loan Party is formed or acquired after the Closing Date (or if an Excluded Subsidiary ceases to
qualify as such), promptly after the date such Domestic Subsidiary is formed or acquired (or after such entity ceases to qualify as an
Excluded Subsidiary, as applicable), notify the Agent thereof and, within thirty (30) Business Days after the date such Subsidiary is
formed or acquired (or such longer period as the Agent shall agree), to the extent such Person does not constitute an Excluded Subsidiary,
cause the Collateral and Guaranty Requirements to be satisfied with respect to such Domestic Subsidiary and with respect to any Equity
Interest in or Indebtedness of such Domestic Subsidiary owned by or on behalf of a Loan Party as and to the extent required under the
Security Documents.


 


(f)            (i) In
each case furnish the Agent prompt written notice of any change (and in any event within 30 days of such change) in any Loan Party’s
(A) corporate or organization name, (B) organizational structure or (C) organizational identification number (or equivalent);
provided that the Borrowers shall not effect or permit any such change unless all filings have been made, or will have been made
within any statutory period, under the Uniform Commercial Code or otherwise that are required in order for the Agent to continue at all
times following such change to have a valid, legal and perfected security interest in all Collateral for the benefit of the applicable
Credit Parties.


 


6.11            Cash
Management.


 


(a)            Prior
to the date that is forty-five (45) days (or such later date as may be consented to by the Agent, such consent not to be unreasonably
withheld, conditioned or delayed) following the Closing Date (in each case to the extent not previously delivered in connection with the
Existing Credit Agreement):


 


(i)            deliver
to the Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto
as Exhibit G which have been executed on behalf of such Loan Party and delivered to such Loan Party’s Credit Card Issuers and
Credit Card Processors listed on Schedule 5.26(b); and


 


(ii)           enter
into a Blocked Account Agreement with each Blocked Account Bank, subject to Section 6.11(d) below (collectively, the
 “Blocked Accounts”); and


 


(iii)          at
the request of the Agent, deliver to the Agent copies of notifications (each, a “DDA Notification”) substantially
in the form attached hereto as Exhibit H which have been executed on behalf of such Loan Party and delivered to each depository
institution listed on Schedule 5.26(a).


 


Notwithstanding anything herein to the contrary,
the provisions of this Section 6.11(a) shall not apply to any deposit account that is acquired by a Loan Party in connection
with a Permitted Business Acquisition permitted under this Agreement prior to the date that is sixty (60) days (or such later date as
may be consented to by the Agent, such consent not to be unreasonably withheld, conditioned or delayed) following the date of such Permitted
Business Acquisition.


 






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(b)            From
and after the Closing Date, the Loan Parties shall ACH or wire transfer no less frequently than once per Business Day (and whether or
not there are then any outstanding Obligations) to a Blocked Account all of the following:


 


(i)            all
amounts on deposit in each DDA except for the Term Priority Accounts (net of any minimum balance, not to exceed $2,500, as may be required
to be kept in the subject DDA by the depository institution at which such DDA is maintained);


 


(ii)           all
payments due from Credit Card Processors and Credit Card Issuers and proceeds of all credit card charges;


 


(iii)          all
cash receipts from the Disposition of Inventory and other assets (whether or not constituting Collateral);


 


(iv)          all
proceeds of Accounts; and


 


(v)           all
Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any Disposition
or other transaction or event (other than identifiable proceeds of Term Priority Collateral, which may be paid to the Term Loan Agent
for application of the Term Loan Obligations).


 


(c)            Each
Blocked Account Agreement shall require upon notice from the Agent, which notice shall be delivered only after the occurrence and during
the continuance of a Cash Dominion Event, the ACH or wire transfer no less frequently than once per Business Day (and whether or not there
are then any outstanding Obligations) to the concentration account maintained by the Agent at Wells Fargo (the “Concentration
Account”), of all cash receipts and collections received by each Loan Party from all sources (the “Receipts and Collections”),
including, without limitation, the following:


 


(i)            the
then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $2,500, as may be required to be kept in
the subject Blocked Account by the Blocked Account Bank);


 


(ii)           all
amounts required to be deposited into the Blocked Accounts pursuant to clause (b) above; and


 


(iii)          any
other cash amounts received by any Loan Party from any other source, on account of any type of transaction or event;


 


provided, however, that (i) the
Agent may, in its sole discretion, permit the Loan Parties to have one or more “intermediate” Blocked Account Agreements,
whereby such agreements would provide, upon notice from the Agent, the ACH or wire transfer no less frequently than once per Business
Day (and whether or not there are then any outstanding Obligations) all Receipts and Collections to another Blocked Account, as opposed
to the Concentration Account and (ii) the Loan Parties may maintain the Term Priority Accounts, so long as the Loan Parties only
deposit any funds into such account that constitute identifiable proceeds of Term Priority Collateral and no other funds or amounts can
be deposited therein.


 






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(d)            Notwithstanding
anything herein or in any other Loan Document to the contrary, the Loan Parties shall not be required to enter into any Blocked Account
Agreement with respect to DDAs that have an average daily balance of less than $2,500,000, individually or in the aggregate.


 


(e)            The
Concentration Account shall at all times be under the sole dominion and control of the Agent. The Agent shall cause all funds on deposit
in the Concentration Account to be applied to the Obligations, which amounts shall be applied to the Obligations in the order proscribed
in either Section 2.05(e) or Section 8.04 of this Agreement, as applicable. The Loan Parties hereby acknowledge
and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Account, and (ii) the funds on deposit
in the Concentration Account shall at all times be collateral security for all of the Obligations. In the event that, notwithstanding
the provisions of this Section 6.11, any Loan Party receives or otherwise has dominion and control of any such cash receipts
or collections, such receipts and collections shall be held in trust by such Loan Party for the Agent, shall not be commingled with any
of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after
receipt thereof, be deposited into the Concentration Account or dealt with in such other fashion as such Loan Party may be instructed
by the Agent.


 


(f)            Upon
the request of the Agent, after the occurrence and during the continuance of a Cash Dominion Event or a Designated Event of Default, the
Loan Parties shall cause bank statements and/or other reports to be delivered to the Agent not less often than monthly, accurately setting
forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above.


 


(g)            If
the Agent does not require DDA Notifications to be delivered on the Closing Date in accordance with Section 6.11(a) above,
then the Loan Parties shall, upon the request of the Agent at any time after the Closing Date, deliver to the Agent copies of DDA Notifications,
which have been executed on behalf of the applicable Loan Party and delivered to each depository institution listed on Schedule 5.26(a).


 


6.12            Fiscal
Year; Accounting.


 


(a)            The
Lead Borrower will, for financial reporting purposes, cause the Loan Parties’ and each of their Subsidiaries’ Fiscal Years
to end on the last Thursday of each calendar year; provided that the Lead Borrower may, upon written notice to the Agent, change
the financial reporting convention specified above to cause the Loan Parties’ and each of their Subsidiaries’ Fiscal Years
to end on any other date reasonably acceptable to the Agent, in which case the Lead Borrower and the Agent will, and are hereby authorized
by the Lenders to, make any adjustments to this Agreement that are necessary in order to reflect such change in financial reporting. The
Lead Borrower shall give prior written notice to the Agent of any change in the accounting policies or reporting practices of the Loan
Parties, except as required by GAAP.


 


(b)            At
all times retain a Registered Public Accounting Firm, and shall instruct such Registered Public Accounting Firm to cooperate with, and
be available to, the Agent, or their representatives to discuss the Loan Parties’ financial performance, financial condition, operating
results, controls, and such other matters, within the scope of the retention of such Registered Public Accounting Firm, as may be raised
by the Agent; provided that a representative of the Lead Borrower shall have received a reasonable opportunity to participate in
any such discussions with such Registered Public Accounting Firm.


 






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6.13            Lender
Calls.


 


Upon the reasonable request
by the Agent delivered to the Lead Borrower, use commercially reasonable efforts to hold an update call (which call shall take place on
or prior to the date that is ten Business Days following the receipt of such notice) with a Responsible Officer of the Lead Borrower and
such other members of senior management of the Lead Borrower as the Lead Borrower deems appropriate (with such other details to be reasonably
agreed between the Lead Borrower and the Agent) and the Lenders and their respective representatives and advisors to discuss the state
of the Lead Borrower’s business, including, but not limited to, recent performance, cash and liquidity management, operational activities,
current business and market conditions and material performance changes; provided that in no event shall more than one such call be requested
in any Fiscal Year.


 


6.14            Deposit
Accounts; Credit Card Processors.


 


Within ten Business Days following
any Loan Party opening a new DDA, such Loan Party shall have delivered to the Agent appropriate DDA Notifications (to the extent requested
by Agent pursuant to the provisions of Section 6.11 hereof) and any Blocked Account Agreements consistent with the provisions
of Section 6.11, as applicable. The Loan Parties shall only maintain bank accounts and enter into any agreements with any
Credit Card Issuers or Credit Card Processors to the extent expressly contemplated herein or in Section 6.11.


 


6.15            Post-Closing
Matters.


 


The Loan Parties shall satisfy
the requirements set forth in the Post-Closing Letter.


 


Article VII


NEGATIVE COVENANTS


 


Each of the Loan Parties covenants
and agrees with each Lender that, so long as this Agreement shall remain in effect and until the Commitments have been terminated and
the Obligations (other than Obligations in respect of Cash Management Services and contingent indemnification and reimbursement obligations
that are not yet due and payable and for which no claim has been asserted) have been paid in full, in cash, and Letters of Credit have
expired or been terminated or cash collateralized on terms satisfactory to the L/C Issuer, unless the Required Lenders shall otherwise
consent in writing, no Loan Party will, nor will it permit any of its Subsidiaries to:


 


7.01            Indebtedness.


 


Incur, create, assume or permit
to exist any Indebtedness, except the following (collectively, “Permitted Indebtedness”):


 


(a)            Indebtedness
outstanding (or incurred pursuant to any commitment outstanding) on the Closing Date and set forth on Schedule 7.01 and any Permitted
Refinancing thereof;


 


(b)            Indebtedness
created hereunder or under the other Loan Documents;


 


(c)            Indebtedness
pursuant to Swap Contracts, provided that such agreements are entered into for bona fide hedging purposes and not for purposes of speculation
or taking a “market view”;


 


(d)            Indebtedness
owed to (including obligations in respect of letters of credit or 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 to a
Loan Party pursuant to reimbursement or indemnification obligations to such person, in each case, in the ordinary course of business;


 






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(e)            (i) intercompany
Indebtedness between or among Loan Parties and (ii) intercompany Indebtedness between a Loan Party and any Subsidiary that is not
a Loan Party, provided that any such Indebtedness of a Loan Party to any Subsidiary that is not a Loan Party must be subordinated
to the Obligations pursuant to a subordination agreement in form and substance reasonably satisfactory to Agent, and any Investment resulting
from any such Indebtedness of a Subsidiary that is not a Loan Party to any Loan Party must be permitted under Section 7.04;


 


(f)            Indebtedness
in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations, in each case
provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary
course of business;


 


(g)            Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient
funds;


 


(h)            Indebtedness
comprised of industrial revenue bonds or other tax advantaged financings issued through a Governmental Authority;


 


(i)            Capital
Lease Obligations and purchase money Indebtedness, and in each case any Permitted Refinancing with respect thereto, in an aggregate principal
amount at any time outstanding not to exceed the greater of $67,500,000 and 25.00% of Consolidated EBITDA for the most recently ended
four Fiscal Quarter period for which Required Financial Statements have been provided as required hereunder;


 


(j)            Indebtedness
consisting of (I) Term Loan Obligations (and any Permitted Refinancing in respect thereof), (II) any Permitted Debt Exchange
Notes (and any Permitted Refinancing in respect thereof), (III) any Rollover Indebtedness (and any Permitted Refinancing in
respect thereof) and (IV) any Additional Obligations (and any Permitted Refinancing in respect thereof) in an aggregate principal
amount for all such Indebtedness not in excess of the sum of (i) $350,000,000, (ii) the definition of Maximum Incremental Facilities
Amount (as defined in the Term Loan Agreement as in effect on the First Amendment Effective Date and inclusive of any reclassification
or amendment thereof permitted in such definition) and (iii) without duplication of incremental amounts included in the definition
of “Permitted Refinancing”, in the event of any refinancing of any such Indebtedness, the aggregate amount of fees,
underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) incurred or payable in connection
with such refinancing, provided that all such Indebtedness and all obligations related thereto are subject to the Intercreditor
Agreement or another intercreditor agreement in form and substance reasonably satisfactory to Agent;


 


(k)            (A) Guarantees
by the Borrowers or any of their Subsidiaries of Indebtedness or any other obligation or liability of the Borrowers or any of their Subsidiaries
(other than any Indebtedness incurred by the Borrowers or such Subsidiaries, as the case may be, in violation of this Section 7.01),
or (B) without limiting Section 7.02, Indebtedness of the Borrowers or any of their Subsidiaries arising
by reason of any Lien granted by or applicable to such Person securing Indebtedness of the Borrowers or any of their Subsidiaries (other
than any Indebtedness incurred by the Borrowers or such Subsidiaries, as the case may be, in violation of this Section 7.01);


 






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(l)            Indebtedness
arising from agreements of a Loan Party providing for indemnification, adjustment of purchase or acquisition price or similar obligations,
in each case, incurred or assumed in connection with any Permitted Business Acquisition or the Disposition of any business, assets or
Subsidiaries not prohibited by this Agreement, other than Guarantees of Indebtedness incurred by any person acquiring all or any portion
of such business, assets or Subsidiaries for the purpose of financing any such Permitted Business Acquisition;


 


(m)          Indebtedness
consisting of the financing of insurance premiums in the ordinary course of business;


 


(n)            unsecured
Indebtedness in respect of obligations to pay the deferred purchase price of goods or services or progress payments in connection with
such goods and services so long as such obligations are incurred in connection with open accounts extended by suppliers on customary trade
terms (which require that all such payments be made within sixty (60) days after the incurrence of the related obligations) in the ordinary
course of business and not in connection with the borrowing of money or any Swap Contracts;


 


(o)           Management
Guarantees and Management Indebtedness;


 


(p)           Junior
Capital in an amount not to exceed in the aggregate at any time outstanding the greater of $135,000,000 and 50.00% of Consolidated EBITDA
for the most recently ended four Fiscal Quarter period for which Required Financial Statements have been provided as required hereunder;


 


(q)           Indebtedness
(and any Permitted Refinancing of such Indebtedness) of (i) any Borrower or any Subsidiary incurred to finance or refinance, or
otherwise incurred in connection with, any Permitted Business Acquisition or (ii) any Person that is acquired in connection with
any Permitted Business Acquisition (including Indebtedness thereof incurred in connection with such Permitted Business Acquisition);
provided that on the date of such Permitted Business Acquisition, after giving effect to the incurrence or assumption of such
Indebtedness on a pro forma basis, (1)(x) if such Indebtedness is unsecured, at the Lead Borrower’s option, the Borrowers
would have a Total Leverage Ratio less than or equal to (i) 3.50:1.00 or (ii) the Total Leverage Ratio in effect immediately
prior to such Indebtedness or (y) (A) if such Indebtedness is secured on a pari passu basis, at the Lead Borrower’s
option, the Borrowers would have a Consolidated First Lien Leverage Ratio less than or equal to (i) 2.50:1.00 or (ii) the Consolidated
First Lien Leverage Ratio in effect immediately prior to such Indebtedness and (B) if such Indebtedness is secured on a junior priority
basis, at the Lead Borrower’s option, the Borrowers would have a Secured Leverage Ratio less than or equal to (i) 3.50:1.00
or (ii) the Secured Leverage Ratio in effect immediately prior to such Indebtedness, (2)  if secured by a Lien on a pari
passu or junior priority basis on the Collateral, the Borrowers shall have caused to be executed an intercreditor agreement in form
and substance reasonably satisfactory to Agent, (3) the maturity date of such Indebtedness shall be no earlier than the Maturity
Date (other than an earlier maturity date for customary bridge financings, which, subject to customary conditions, would either be automatically
converted into or required to be exchanged for permanent financing which does not provide for an earlier maturity date than the Maturity
Date, and (4) the interest rate margins and (subject to clause (3) above) amortization schedule applicable such Indebtedness
shall be determined by the Lead Borrower and the applicable lenders; provided, that the aggregate principal amount of Indebtedness
of which the primary obligor or a guarantor is a Subsidiary that is not a Loan Party outstanding on this clause (q) shall not exceed,
at the time of incurrence thereof and after giving pro forma effect thereto, the greater of $50,000,000 and 50.00% of Consolidated EBITDA
for the most recently ended four Fiscal Quarter period for which Required Financial Statements have been provided as required hereunder.
If, at the Lead Borrower’s option, on the date of the initial borrowing of such Indebtedness or entry into the definitive agreement
providing the commitment to fund such Indebtedness, pro forma effect is given to the incurrence of the entire committed amount of such
Indebtedness, such committed amount may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further
compliance with this clause (q);


 






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(r)            Contribution
Indebtedness and any Permitted Refinancing with respect thereto;


 


(s)            Indebtedness
of any Borrower or any Subsidiary in an aggregate principal amount at any time outstanding not exceeding the greater of $162,000,000 and
60.00% of Consolidated EBITDA for the most recently ended four Fiscal Quarter period for which Required Financial Statements have been
provided as required hereunder;


 


(t)            Indebtedness
of any Borrower or any Subsidiary incurred as consideration in connection with any Permitted Business Acquisition, and any Permitted Refinancing
with respect thereto, in an aggregate principal amount at any time outstanding not exceeding the greater of $67,500,000 and 25.00% of
Consolidated EBITDA for the most recently ended four Fiscal Quarter period for which Required Financial Statements have been provided
as required hereunder;


 


(u)            Indebtedness
of any Foreign Subsidiary in an aggregate principal amount at any time outstanding not exceeding the greater of (x) $54,000,000 and
(y) an amount equal to (A) the Foreign Borrowing Base plus (B) in the event of any refinancing of any Indebtedness incurred
under this clause (u), the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued
and unpaid interest) incurred or payable in connection with such refinancing;


 


(v)            Indebtedness
incurred on behalf of, or representing Guarantees of Indebtedness of, joint ventures; provided that the aggregate principal amount of
Indebtedness incurred or Guaranteed pursuant to this clause (v) shall not exceed the greater of (i) $20,250,000 and (ii) 7.50%
of Consolidated EBITDA for the most recently ended four Fiscal Quarter period for which Required Financial Statements have been provided
as required hereunder;


 


(w)            (i) take-or-pay
obligations under supply arrangements incurred in the ordinary course of business, (ii) netting, overdraft protection and other arrangements
arising under standard business terms of any bank at which any Borrower or any Subsidiary maintains an overdraft, cash pooling or other
similar facility or arrangement, and (iii) obligations in respect of Bank Products;


 


(x)            additional
Indebtedness so long as, on a pro forma basis, (A) if such Indebtedness is unsecured, the Borrowers would have a Total Leverage Ratio
equal to or less than 3.50:1.00, (B) if such Indebtedness is secured on a pari passu basis, the Borrowers would have a Consolidated
First Lien Leverage Ratio equal to or less than 2.50:1.00, (C) if such Indebtedness is secured on a junior priority basis, the Borrowers
would have a Secured Leverage Ratio equal to or less than 3.50:1.00; provided, that the aggregate principal amount of Indebtedness
of which the primary obligor or a guarantor is a Subsidiary that is not a Loan Party outstanding on this clause (x) shall not exceed,
at the time of incurrence thereof and after giving pro forma effect thereto, the greater of $135,000,000 and 50.00% of Consolidated EBITDA
for the most recently ended four Fiscal Quarter period for which Required Financial Statements have been provided as required hereunder;


 


(y)            Indebtedness
(A) supported by a letter of credit issued in compliance with this Section 7.01 in a principal amount not exceeding
the face amount of such letter of credit or (B) consisting of accommodation guarantees for the benefit of trade creditors
of the Borrowers or any of their Subsidiaries;


 


(z)            Indebtedness
incurred in connection with entering into mortgages or deeds of trust or similar security instruments on real property, in an aggregate
principal amount at any time outstanding not exceeding an amount equal to the greater of $81,000,000 and 30.00% of Consolidated EBITDA
for the most recently ended four Fiscal Quarter period for which Required Financial Statements have been provided as required hereunder;
and


 






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(aa)     without
duplication, all premiums (if any, including tender premiums), defeasance costs, interest (including post petition interest), fees, expenses
and charges and additional or contingent interest on obligations described in clauses (a) through (z) of this Section 7.01.


 


For purposes of determining compliance with, and
the outstanding principal amount of any particular Indebtedness incurred pursuant to and in compliance with, this Section 7.01,
(i) any other obligation of the obligor on such Indebtedness (or of any other Person who could have incurred such Indebtedness
under this Section 7.01) arising under any Guarantee, Lien or letter of credit, bankers’ acceptance or other similar
instrument or obligation supporting such Indebtedness shall be disregarded to the extent that such Guarantee, Lien or letter of credit,
bankers’ acceptance or other similar instrument or obligation secures the principal amount of such Indebtedness; (ii) in
the event that Indebtedness incurred pursuant to this Section 7.01 meets the criteria of more than one of the types of Indebtedness
described in this Section 7.01, the Lead Borrower, in its sole discretion, may classify such item of Indebtedness and may
include the amount and type of such Indebtedness in one or more of the clauses of this Section 7.01 (including in part under
one such clause and in part under another such clause); (iii) the amount of Indebtedness issued at a price that is less than
the principal amount thereof shall be equal to the amount of the liability in respect thereof determined in accordance with GAAP; (iv) the
principal amount of Indebtedness outstanding under any clause of this Section 7.01, shall be determined after giving effect
to the application of proceeds of any such Indebtedness to refinance any such other Indebtedness; and (v) if any Indebtedness
is incurred to refinance Indebtedness initially incurred in reliance on a basket measured by reference to a percentage of Consolidated
EBITDA at the time of incurrence, and such refinancing would cause the percentage of Consolidated EBITDA restriction to be exceeded if
calculated based on the Consolidated EBITDA on the date of such refinancing, such percentage of Consolidated EBITDA restriction shall
not be deemed to be exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of
such Indebtedness being refinanced, plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including
accrued and unpaid interest) incurred or payable in connection with such refinancing. Notwithstanding anything herein to the contrary, Indebtedness
incurred by the Loan Parties on the Closing Date under this Agreement or the Term Loan Agreement shall be classified as incurred under
Section 7.01(b) or 7.01(j), respectively.


 


For purposes of determining compliance with any
dollar denominated restriction on the incurrence of Indebtedness denominated in a foreign currency, the dollar equivalent principal amount
of such Indebtedness incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the date
that such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving or deferred draw Indebtedness;
provided that (x) the dollar equivalent principal amount of any such Indebtedness outstanding on the Closing Date shall
be calculated based on the relevant currency exchange rate in effect on the Closing Date, and (y) if such Indebtedness is
incurred to refinance other Indebtedness denominated in a foreign currency (or in a different currency from such Indebtedness so being
incurred), and such refinancing would cause the applicable dollar denominated restriction to be exceeded if calculated at the relevant
currency exchange rate in effect on the date of such refinancing, such dollar denominated restriction shall be deemed not to have been
exceeded so long as the principal amount of such refinancing Indebtedness does not exceed (i) the outstanding or committed
principal amount (whichever is higher) of such Indebtedness being refinanced plus (ii) the aggregate amount of fees,
underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) incurred or payable in connection
with such refinancing. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency
from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which
such respective Indebtedness is denominated that is in effect on the date of such refinancing.


 






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7.02            Liens.


 


Create, incur, assume or permit
to exist any Lien on any of its property or assets (including Equity Interests or other securities of any person) at the time owned by
it or on any income or revenues or rights in respect of any thereof, except the following (collectively, “Permitted Encumbrances”):


 


(a)            Liens
existing on, or provided for under written arrangements existing on, the Closing Date and set forth on Schedule 7.02, or (in the
case of any such Liens securing Indebtedness of the Borrowers or any of their Subsidiaries existing or arising under written arrangements
existing on the Closing Date) securing any Permitted Refinancing in respect of such Indebtedness (other than Indebtedness incurred under
Section 7.01(j) and secured under clause (s) of this Section), so long as the Lien securing such refinancing Indebtedness
is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect
thereof) that secured (or under such written arrangements could secure) the original Indebtedness;


 


(b)            Liens
created under the Loan Documents;


 


(c)            Liens
for taxes, assessments or other governmental charges not yet delinquent or the nonpayment of which in the aggregate would not reasonably
be expected to have a material adverse effect on the Loan Parties and their Subsidiaries or that are being contested in good faith and
by appropriate proceedings in compliance with Section 6.03 if adequate reserves with respect thereto are maintained on the
books of a Loan Party or a Subsidiary thereof, as the case may be, in accordance with GAAP;


 


(d)            Liens
with respect to outstanding motor vehicle fines and carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s,
repairmen’s or other like Liens arising in the ordinary course of business in respect of obligations that are not overdue for a
period of more than 60 days or that are bonded or that are being contested in good faith and by appropriate proceedings if adequate reserves
with respect thereto are maintained on the books of a Loan Party or a Subsidiary thereof, as the case may be, in accordance with GAAP;


 


(e)            pledges,
deposits or Liens in connection with workers’ compensation, professional liability insurance, insurance programs, unemployment insurance
and other social security and other similar legislation or other insurance-related obligations (including pledges or deposits securing
liability to insurance carriers under insurance or self-insurance arrangements);


 


(f)            pledges,
deposits or Liens to secure the performance of bids, tenders, trade, government or other contracts (other than for borrowed money), obligations
for utilities, leases (other than Capital Lease Obligations), licenses, statutory obligations, completion guarantees, surety, judgment,
appeal or performance bonds, other similar bonds, instruments or obligations, and other obligations of a like nature incurred in the ordinary
course of business;


 


(g)            (i) easements
(including reciprocal easement agreements), rights-of-way, building, zoning and similar restrictions, utility agreements, covenants, reservations,
restrictions, declarations, encroachments, charges, and other similar encumbrances or title defects incurred, or leases or subleases granted
to others, in the ordinary course of business, which do not in the aggregate materially interfere with the ordinary conduct of the business
of the Loan Parties and their Subsidiaries, taken as a whole, (ii) mortgages, liens, security interests, restrictions, encumbrances
or any other matters of record that have been placed by any developer, landlord or other third party on property over which any Loan Party
or any Subsidiary has easement rights or on any leased property and subordination or similar agreements relating thereto, and (iii) any
condemnation or eminent domain proceedings affecting any real property;


 






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(h)            Liens
(i) consisting of cash collateral deposits securing Indebtedness consisting of obligations under Swap Contracts and Bank Products,
and (ii) securing purchase money Indebtedness or Capital Lease Obligations permitted by Section 7.01 (limited to the
assets subject to such purchase money Indebtedness or Capital Lease Obligations);


 


(i)            Liens
securing judgments that do not constitute an Event of Default under Section 8.01(j);


 


(j)            leases,
subleases, licenses or sublicenses to or from third parties;


 


(k)            Liens
that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection
with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Borrower Holdco or any of its Subsidiaries
to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Borrower Holdco or any of its
Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Borrower Holdco or any of its
Subsidiaries in the ordinary course of business;


 


(l)            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 being contested as provided in Section 6.06 provided any assets affected by such a Lien will not, absent Reserves
established by the Agent therefor in its Permitted Discretion, be included in the Borrowing Base;


 


(m)            Liens
solely on any cash earnest money deposits made by Borrower Holdco or any of its Subsidiaries in connection with any letter of intent or
purchase agreement in respect of any Investment permitted hereunder;


 


(n)            Liens
with respect to property or assets of any Subsidiary of a Borrower that is not a Loan Party, or the Equity Interests of such Subsidiary,
securing Indebtedness of any Subsidiary of a Borrower that is not a Loan Party permitted under Section 7.01;


 


(o)            Liens
on consigned goods in favor of consignors with respect to consignment agreements entered into in the ordinary course of business not to
exceed forty percent (40%) of the Eligible On-Hand Inventory attributable to any major class or category of inventory, as reflected in
the most recent appraisal obtained by the Agent under Section 6.07;


 


(p)            Liens
arising from precautionary Uniform Commercial Code financing statements;


 


(q)            Liens
on Equity Interests, Indebtedness or other securities of an Unrestricted Subsidiary or any joint venture that is not a Subsidiary
of a Borrower (i) securing Indebtedness or other obligations of such Unrestricted Subsidiary or joint venture or (ii) pursuant
to the relevant joint venture agreement or arrangement;


 


(r)            Liens
securing insurance premium financing arrangements so long as such Liens are limited to the applicable unearned insurance premiums;


 


(s)            Liens
securing obligations permitted under Section 7.01(j) to the extent such Liens are subject to the Intercreditor Agreement;


 


(t)            other
Liens on property or assets securing Indebtedness permitted under Section 7.01 or other obligations that in the aggregate
do not exceed at any time outstanding an amount equal to the greater of $135,000,000 and 50.00% of Consolidated EBITDA for the most recently
ended four Fiscal Quarter period for which Required Financial Statements have been provided as required hereunder; provided, that
such Indebtedness or other obligations shall, at Agent’s request, be subject to an intercreditor agreement in form and substance
reasonably satisfactory to Agent;


 






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(u)            other
Liens on property or assets securing Indebtedness permitted under Section 7.01; provided, that on the date of incurrence
of such Indebtedness after pro forma giving effect to such incurrence (or on the date of the initial borrowing of such Indebtedness or
entry into the definitive agreement providing the commitment to fund such Indebtedness after giving pro forma effect to the incurrence
of the entire committed amount, in which case such committed amount may thereafter be borrowed and reborrowed in whole or in part, from
time to time, without further compliance with this clause), (A) if such Indebtedness is secured on a pari passu basis, at
the Lead Borrower’s option, Borrowers would have a Consolidated First Lien Leverage Ratio less than or equal to (i) 2.50:1.00
or (ii) the Consolidated First Lien Leverage Ratio in effect immediately prior to such Indebtedness and (B) if such Indebtedness
is secured on a junior priority basis, at the Lead Borrower’s option, the Borrowers would have a Secured Leverage Ratio less than
or equal to (i) 3.50:1.00 or (ii) the Secured Leverage Ratio in effect immediately prior to such Indebtedness; and provided,
further, that such Indebtedness or other obligations shall, at Agent’s request, be subject to an intercreditor agreement
in form and substance reasonably satisfactory to Agent;


 


(v)            Liens
on the Collateral, if such Liens rank junior to the Liens on such Collateral in relation to the Lien securing the Obligations; provided
that such Liens shall be subordinated to the Liens securing the Obligations pursuant to an intercreditor agreement in form and substance
reasonably satisfactory to Agent;


 


(w)            Liens
existing on property or assets (other than property or assets of the type which may be included in the Borrowing Base (regardless of eligibility),
unless such Liens with respect to such property or assets are subject to an intercreditor agreement in form and substance reasonably satisfactory
to Agent) of a Person at the time such Person becomes a Subsidiary of any Borrower (or at the time any Borrower or a Subsidiary acquires
such property or assets, including any acquisition by means of a merger, consolidation or amalgamation with or into such Borrower or any
Subsidiary); provided, however, that such Liens are not created in connection with, or in contemplation of, such other Person
becoming such a Subsidiary (or such acquisition of such property or assets), and that such Liens are limited to all or part of the same
property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under
the written arrangements under which such Liens arose, could secure) the obligations to which such Liens relate;


 


(x)            Liens
on real property securing Indebtedness permitted under Section 7.01(z) so long as such Liens shall not extend to any
other property or assets of the Loan Parties;


 


(y)            Liens
securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of refinancing Indebtedness permitted under
Section 7.01 incurred in respect of any Indebtedness secured by (other than any Indebtedness described in Section 7.02(j)),
or securing any refinancing, refunding, extension, renewal or replacement (in whole or in part) of any other obligation secured by, any
other Liens permitted under this Section 7.02; provided that any such new Lien is limited to all or part of the same
property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under
the written arrangements under which the original Lien arose, could secure) the obligations to which such Liens relate;


 






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(z)            Liens
securing (A) Acquisition Indebtedness incurred in compliance with Section 7.01(q) or (r); provided
that (x) such Liens are limited to all or part of the same property or assets, including Equity Interests (plus improvements,
accessions, proceeds or dividends or distributions in respect thereof, or replacements of any thereof) acquired, or of any Person acquired
or merged or consolidated with or into the Borrowers or any of their Subsidiaries, in any transaction to which such Acquisition Indebtedness
relates, (y) on the date of the incurrence of such Indebtedness after giving effect to such incurrence, (I) if such Indebtedness
is secured on a pari passu basis, at the Lead Borrower’s option, the Borrowers would have a Consolidated First Lien Leverage
Ratio less than or equal to (i) 2.50:1.00 or (ii) the Consolidated First Lien Leverage Ratio in effect immediately prior to
such Indebtedness and (II) if such Indebtedness is secured on a junior priority basis, at the Lead Borrower’s option, the Borrowers
would have a Secured Leverage Ratio less than or equal to (i) 3.50:1.00 or (ii) the Secured Leverage Ratio in effect immediately
prior to such Indebtedness, and (z) such Liens rank pari passu or junior to the Liens securing the Obligations and shall be
subject to the Intercreditor Agreement or another intercreditor agreement in form and substance reasonably satisfactory to Agent, as applicable,
or (B) any Permitted Refinancing incurred in respect thereof;


 


(aa)      Liens
on cash set aside at the time of the incurrence of any Indebtedness permitted under Section 7.01 or government securities
purchased with such cash, in either case to the extent that such cash or government securities prefund the payment of interest on such
Indebtedness and are held in an escrow account or similar arrangement to be applied for such purpose;


 


(bb)     [Reserved];


 


(cc)      Liens
in favor of any Borrower or any Subsidiary (other than Liens on property or assets of any Loan Party in favor of any Subsidiary that is
not a Subsidiary Guarantor);


 


(dd)     Liens
arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary
course of business;


 


(ee)      [Reserved];


 


(ff)       Liens
attaching to commodity trading or other brokerage accounts incurred in the ordinary course of business; and


 


(gg)     Liens
arising in connection with repurchase agreements permitted under Section 7.01 on assets that are the subject of such repurchase
agreements.


 


Without limiting the foregoing, no Loan Party
shall obtain any advance payments from CIT in respect of accounts to be sold or assigned by the Borrowers to CIT pursuant to the CIT Deferred
Purchase Factoring Agreement, or any loans or other advances or other financial accommodations from CIT, and the only Indebtedness of
any Loan Party to CIT, contingent or otherwise, shall consist of the commissions and other fees and charges of CIT incurred in the ordinary
course of business pursuant to the terms of the CIT Deferred Purchase Factoring Agreement.


 


For purposes of determining compliance with this
Section, (w) a Lien need not be incurred solely by reference to one category of Liens described in this Section but may be incurred
under any combination of such categories (including in part under one such category and in part under any other such category), (x) in
the event that a Lien (or any portion thereof) meets the criteria of one or more of such clauses of this Section, the Lead Borrower may,
in its sole discretion, classify or reclassify such Lien (or any portion thereof) in any manner that complies with this Section (including
in part under one such clause and in part under another such clause), (y) in the event that a portion of Indebtedness secured by
a Lien could be classified in part pursuant to clause (u) above (giving effect to the incurrence of such portion of Indebtedness),
the Lead Borrower, in its sole discretion, may classify such portion of Indebtedness (and any Obligations in respect thereof) as having
been secured pursuant to clause (u) above and the remainder of the Indebtedness as having been secured pursuant to one or more of
the other clauses of this definition and (z) if any Liens securing Indebtedness are incurred to refinance Liens securing Indebtedness
initially incurred in reliance on a basket measured by reference to a percentage of Consolidated EBITDA at the time of incurrence, and
such refinancing would cause the percentage of Consolidated EBITDA restriction to be exceeded if calculated based on the Consolidated
EBITDA on the date of such refinancing, such percentage of Consolidated EBITDA restriction shall not be deemed to be exceeded so long
as the principal amount of such Indebtedness secured by such Liens does not exceed the principal amount of such Indebtedness secured by
such Liens being refinanced, plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including
accrued and unpaid interest) incurred or payable in connection with such refinancing.


 






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7.03            [Reserved].


 


7.04            Investments,
Loans and Advances.


 


Purchase, hold or acquire
(including pursuant to any merger, consolidation or amalgamation with a person that is not a wholly owned Subsidiary immediately prior
to such merger, consolidation or amalgamation) any Equity Interests, evidences of Indebtedness or other securities of, make or permit
to exist any loans or advances to or Guarantees of the obligations of, or make or permit to exist any investment or any other interest
in (each, an “Investment”), any other person, except the following (collectively, “Permitted Investments”):


 


(a)            (i) Investments
in the Equity Interests of Borrower Holdco, any Borrower or any other Loan Party, (ii) intercompany loans to the Lead Borrower or
any other Loan Party and (iii) Guarantees of Indebtedness expressly permitted hereunder;


 


(b)            Cash
and Permitted Cash Equivalent Investments and Investments that were Permitted Investments when made;


 


(c)            Investments
arising out of the receipt of non-cash consideration for the sale of assets permitted under Section 7.05;


 


(d)            any
assets or securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent
reasonably necessary in order to prevent or limit loss and any prepayments and other credits to suppliers made in the ordinary course
of business;


 


(e)            Swap
Contracts;


 


(f)             Investments
existing on, or contractually committed as of, the Closing Date and set forth on Schedule 7.04;


 


(g)            Investments
resulting from pledges and deposits constituting Permitted Encumbrances;


 


(h)            Investments
constituting Permitted Business Acquisitions;


 


(i)             (i) intercompany
loans among Foreign Subsidiaries, (ii) Guarantees by Foreign Subsidiaries permitted by Section 7.01, and (iii) trade
receivables owing to any Borrower or any Subsidiary, if created or acquired in the ordinary course of business;


 






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(j)             Investments
received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with or judgments against,
customers and suppliers, in each case in the ordinary course of business and Investments acquired as a result of a foreclosure by Borrower
Holdco or any of its Subsidiaries with respect to any secured Investments or other transfer of title with respect to any secured Investment
in default;


 


(k)            Investments
of a Domestic Subsidiary of Borrower Holdco acquired after the Closing Date or of an entity merged into, or consolidated or amalgamated
with, Borrower Holdco or any Borrower or merged into or consolidated or amalgamated with any Domestic Subsidiary of Borrower Holdco after
the Closing Date, in each case, (i) to the extent permitted under this Section 7.04, (ii) in the case of any acquisition,
merger, consolidation or amalgamation, in accordance with Section 7.05, and (iii) to the extent that such Investments
were not made in contemplation of or in connection with such acquisition, merger, consolidation or amalgamation and were in existence
on the date of such acquisition, merger, consolidation or amalgamation;


 


(l)             Management
Advances;


 


(m)           Guarantees
of operating leases (for the avoidance of doubt, excluding Capital Lease Obligations) or of other obligations that do not constitute Indebtedness,
in each case entered into by a Loan Party in the ordinary course of business;


 


(n)            Investments
consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in
the ordinary course of business consistent with past practices;


 


(o)            additional
Investments to the extent that payment for such Investments is made with Equity Interests of any Parent Entity or Junior Capital;


 


(p)            Investments
consisting of the redemption, purchase, repurchase or retirement of any Equity Interests permitted under Section 7.06;


 


(q)            Investments
in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform
Commercial Code Article 4 customary trade arrangements with customers consistent with past practices;


 


(r)             Guarantees
permitted under Section 7.01 (except to the extent such Guarantee is expressly subject to Section 7.04);


 


(s)            advances
in the form of a prepayment of expenses, so long as such expenses are being paid in accordance with customary trade terms of Borrower
Holdco or any of its Subsidiaries;


 


(t)             Investments
consisting of non-exclusive licensing of intellectual property pursuant to joint marketing arrangements with other persons;


 


(u)            purchases
and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of intellectual
property in each case in the ordinary course of business for the purpose of speculating therewith, to the extent such purchases and acquisitions
constitute Investments;


 


(v)            other
Investments made after the Closing Date in an aggregate amount at any time outstanding not exceeding the greater of $70,000,000 and 35.00%
of Consolidated EBITDA for the most recently ended four Fiscal Quarter period for which Required Financial Statements have been provided
as required hereunder;


 






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(w)           [Reserved];


 


(x)            [Reserved];


 


(y)            additional
Investments; provided that both immediately before such Investment is made and immediately after giving effect thereto, the Payment
Conditions shall be satisfied;


 


(z)            bonds
secured by assets leased to and operated by the Borrowers or any Subsidiary that were issued in connection with the financing of such
assets so long as a Borrower or any Subsidiary may obtain title to such assets at any time by paying a nominal fee, canceling such bonds
and terminating the transaction;


 


(aa)      any
Investment by any Captive Insurance Subsidiary in connection with the provision of insurance to Borrower Holdco or any of its Subsidiaries,
which Investment is made in the ordinary course of business of such Captive Insurance Subsidiary, or by reason of applicable law, rule,
regulation or order, or that is required or approved by any regulatory authority having jurisdiction over such Captive Insurance Subsidiary
or its business, as applicable;


 


(bb)     Investments
in an aggregate amount outstanding at any time not to exceed the amount of Excluded Contributions (less the aggregate amount of Restricted
Payments made pursuant to Section 7.06(p) and payments made pursuant to Section 7.09(b)); and


 


(cc)      additional
Investments in an amount not to exceed any available Restricted Payment capacity under Section 7.06(l) (provided, that
such use shall reduce the applicable Restricted Payment capacity on a dollar-for-dollar basis);


 


provided,
however, the Loan Parties may only make an Investment in the form of Related Intellectual Property to any Person (other than another Loan
Party) if such Investment is subject to a non-exclusive royalty-free license of such Intellectual Property in favor of the Agent for use
in connection with the exercise of rights and remedies of the Secured Parties under the Loan Documents in respect of the Collateral, which
license shall be substantially similar to the license described in Section 6.1 of the Security Agreement (or otherwise reasonably
satisfactory to the Agent).


 


For purposes of the definition
of “Unrestricted Subsidiary” and Section 7.04 only, (i) “Investment” shall include
the portion (proportionate to applicable Borrower’s equity interest in such Subsidiary) of the fair market value of the net assets
of any Subsidiary of Borrower Holdco at the time that such Subsidiary is designated an Unrestricted Subsidiary, provided that upon
a redesignation of such Unrestricted Subsidiary as a Subsidiary, the applicable Borrower shall be deemed to continue to have a permanent
 “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (x) the aggregate amount of the
Loan Parties’ “Investment” in such Unrestricted Subsidiary at the time of such redesignation less (y) the
portion (proportionate to the Borrowers’ equity interest in such Unrestricted Subsidiary) of the fair market value of the net assets
of such Unrestricted Subsidiary at the time of such redesignation, and (ii) any property transferred to or from an Unrestricted
Subsidiary shall be valued at its fair market value (as determined in good faith by the Lead Borrower) at the time of such transfer. The
amount of any Investment outstanding at any time shall be the original cost of such Investment, reduced (at the Lead Borrower’s
option) by any dividend, distribution, interest payment, return of capital, repayment or other amount or value received in respect of
such Investment.


 


If any Investment pursuant
to clause (v) or (y) above, or Section 7.06(l), as applicable, is made in any Person that is not a Loan Party and
such Person thereafter (A) becomes a Loan Party or (B) is merged or consolidated into, or transfers or conveys all or substantially
all of its assets to, or is liquidated into, a Loan Party, then such Investment shall thereafter be deemed to have been made pursuant
to clause (a) above, and not clause (v) or (y) above, or Section 7.06(l), as applicable.


 






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7.05        Mergers,
Consolidations, Sales of Assets and Acquisitions.


 


Merge into, or consolidate
or amalgamate with, any other person, or permit any other person to merge into or consolidate with it, or sell, transfer or otherwise
dispose of (in one transaction or in a series of transactions) all or any part of its assets (whether now owned or hereafter acquired),
or issue, sell, transfer or otherwise dispose of any Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one
transaction or a series of transactions) all or any substantial part of the assets of any other person or any division, unit or business
of any other person, except that this Section 7.05 shall not prohibit the following (collectively, “Permitted Dispositions”):


 


(a)            (i) the
purchase and sale of inventory in the ordinary course of business, (ii) the acquisition or lease (pursuant to an operating lease)
of any other asset in the ordinary course of business, (iii) the sale of surplus, obsolete, damaged or worn out equipment or other
property in the ordinary course of business or (iv) the Disposition of Permitted Investments;


 


(b)            if
at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing or would result
therefrom, (i) the merger, consolidation or amalgamation of any Subsidiary into (or with) Borrower Holdco or the Lead Borrower in
a transaction in which Borrower Holdco or the Lead Borrower, as applicable, is the survivor, (ii) the merger, consolidation or amalgamation
of any Subsidiary into or with any Subsidiary of Borrower Holdco that is a Loan Party in a transaction in which the surviving or resulting
entity is a Subsidiary of Borrower Holdco that is a Loan Party and, in the case of each of clauses (i) and (ii), no person other
than Borrower Holdco, the Lead Borrower or another Loan Party receives any consideration, (iii) the merger, consolidation or amalgamation
of any Subsidiary that is not a Loan Party into or with any other Subsidiary that is not a Loan Party, (iv) the liquidation or dissolution
or change in form of entity of any Excluded Subsidiary if the Lead Borrower determines in good faith that such liquidation, dissolution
or change in form is in the best interests of the Lead Borrower and is not materially disadvantageous to the Lenders or (v) the merger,
consolidation or amalgamation of any Subsidiary of Borrower Holdco (other than the Lead Borrower) with or into any other person in order
to effect an Investment permitted under Section 7.04 so long as the continuing or surviving person shall be a Subsidiary of
Borrower Holdco that is a Loan Party if the merging, consolidating or amalgamating Subsidiary was a Loan Party and which, together with
each of its Subsidiaries, shall have complied with the requirements of Section 6.01;


 


(c)            sales,
transfers, leases or other Dispositions to Borrower Holdco or any of its Subsidiaries (upon voluntary liquidation or otherwise);


 


(d)            dispositions
by the Borrowers to CIT of Accounts of the Borrowers, in accordance with the terms and conditions of the CIT Deferred Purchase Factoring
Agreement;


 


(e)            Investments
permitted by Section 7.04, Permitted Encumbrances and Restricted Payments permitted by Section 7.06;


 


(f)             the
sale of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction;


 


(g)            Permitted
Business Acquisitions;


 






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(h)            leases,
nonexclusive licenses, or nonexclusive subleases or sublicenses of any real or personal property in the ordinary course of business;


 


(i)             Dispositions
that satisfy both of the following requirements: (i) such Loan Party or such Subsidiary receives consideration (including by way
of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at the time of such Disposition
at least equal to the fair market value of the shares and assets subject to such Disposition, as such fair market value (on the date a
legally binding commitment for such Disposition was entered into) may be determined in good faith by the Lead Borrower and (ii) in
the case of any Disposition (or series of related Dispositions) having a fair market value (on the date a legally binding commitment for
such Disposition was entered into) in excess of the greater of $50,000,000 and 2.2% of the Consolidated Total Assets, at least 75.00%
of the consideration therefor (excluding, in the case of a Disposition (or series of related Dispositions), any consideration by way of
relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness)
received by such Loan Party or such Subsidiary is in the form of cash; provided that if (x) more than five percent (5%) of
assets of the type which may be included in the Borrowing Base (regardless of eligibility) are Disposed of pursuant to a single transaction
or a series of related transactions under this Section 7.05(i), the Borrowers shall deliver an updated Borrowing Base Certificate
to the Agent, prepared on a pro forma basis after giving effect to such Disposition and/or (y) more than ten percent (10%) of assets
of the type which may be included in the Borrowing Base (regardless of eligibility) are Disposed of pursuant to a single transaction or
a series of related transactions under this Section 7.05(i), the Agent shall have the ability to conduct an updated appraisal
of the assets included on the Borrowing Base at the expense of the Loan Parties (but which appraisal shall not, for the avoidance of doubt,
be counted as one of the appraisals performed pursuant to Section 6.07 hereof for purposes of determining reimbursement of
the costs and expenses thereof by the Loan Parties);


 


(j)             bulk
sales or other Dispositions of the Inventory of a Loan Party not in the ordinary course of business in connection with Store closings,
at arm’s length; provided, that if (x) more than five percent (5%) of assets of the type which may be included in the
Borrowing Base (regardless of eligibility) are Disposed of pursuant to a single transaction or a series of related transactions under
this Section 7.05(j), the Borrowers shall deliver an updated Borrowing Base Certificate to the Agent, prepared on a pro forma
basis after giving effect to such Disposition and/or (y) more than ten percent (10%) of assets of the type which may be included
in the Borrowing Base (regardless of eligibility) are Disposed of pursuant to a single transaction or a series of related transactions
under this Section 7.05(j), the Agent shall have the ability to conduct an updated appraisal of the assets included on the
Borrowing Base at the expense of the Loan Parties (but which appraisal shall not, for the avoidance of doubt, be counted as one of the
appraisals performed pursuant to Section 6.07 hereof for purposes of determining reimbursement of the costs and expenses thereof
by the Loan Parties); provided, further that all sales of Inventory in connection with Store closings shall be in accordance
with liquidation agreements and with professional liquidators reasonably acceptable to the Agent;


 


(k)            any
other Permitted Asset Dispositions; and


 


(l)             the
creation or granting of any Lien permitted under this Agreement.


 






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For the purposes of Section 7.05(i)(ii),
the following are deemed to be cash: (1) Permitted Cash Equivalent Investments and cash equivalents, (2) the assumption
of Indebtedness of the Lead Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Lead Borrower
or such Subsidiary from all liability on payment of the principal amount of such Indebtedness in connection with such Disposition, (3) Indebtedness
of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Lead Borrower and each Subsidiary
are released from any Guarantee of payment of the principal amount of such Indebtedness in connection with such Disposition, (4) securities
received by any Borrower or any Subsidiary from the transferee that are converted by the Lead Borrower or such Subsidiary into cash within
180 days, (5) consideration consisting of Indebtedness of the Lead Borrower or any Subsidiary, (6) Additional
Assets, and (7) any Designated Non-Cash Consideration received by the Lead Borrower or any of its Subsidiaries in an Disposition
having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause
(7), not to exceed an aggregate amount at any time outstanding equal to the greater of $40,000,000 and 20.00% of Consolidated EBITDA for
the most recently ended four Fiscal Quarter period for which Required Financial Statements have been provided as required hereunder (with
the fair market value of each item of Designated Non-Cash Consideration being measured on the date a legally binding commitment for such
Disposition (or, if later, for the payment of such item) was entered into and without giving effect to subsequent changes in value);


 


provided,
however, the Loan Parties may only Dispose of Related Intellectual Property to any Person (other than another Loan Party) if such Disposition
is subject to a non-exclusive royalty-free license of such Intellectual Property in favor of the Agent for use in connection with the
exercise of rights and remedies of the Secured Parties under the Loan Documents in respect of the Collateral, which license shall be substantially
similar to the license described in Section 6.1 of the Security Agreement (or otherwise reasonably satisfactory to the Agent).


 


7.06         Restricted
Payments.


 


Declare, pay, or otherwise
make any Restricted Payments, directly or indirectly, except the following:


 


(a)            Restricted
Payments to Borrower Holdco, the Lead Borrower or any other Subsidiary of Borrower Holdco (or, in the case of non-wholly owned Subsidiaries,
to Borrower Holdco and to each other owner of Equity Interests of such Subsidiary on a pro rata basis (or more favorable basis from the
perspective of Borrower Holdco, the Lead Borrower or such Subsidiary) based on their relative ownership interests so long as any repurchase
of its Equity Interests from a person that is not Borrower Holdco or a Subsidiary of Borrower Holdco is permitted under Section 7.04);


 


(b)            Restricted
Payments to permit any Parent Entity, directly or indirectly, to (i) pay operating, overhead, legal, accounting and other professional
fees and expenses (including directors’ fees and expenses and administrative, legal, accounting, consulting, filings and similar
expenses), (ii) pay fees and expenses related to any public offering or private placement of debt or equity securities of any Parent
Entity whether or not consummated or any Investment permitted hereunder, (iii) pay franchise taxes and other fees, taxes and expenses
in connection with such Parent Entity’s ownership, directly or indirectly, of the Lead Borrower or the maintenance of its legal
existence, or (iv) make payments permitted by Section 7.07 (other than Section 7.07(e)), or (v) pay
customary salary, bonus and other compensation and benefits payable to, and indemnities provided on behalf of, employees of such Parent
Entity;


 


(c)            Restricted
Payments to a Parent Entity if it files a consolidated U.S. federal or combined or unitary state tax return that includes Borrower Holdco
and its Subsidiaries (or the taxable income thereof), in each case, in an amount not to exceed the amount that Borrower Holdco and its
Subsidiaries would have been required to pay in respect of federal, state or local taxes (as the case may be) in respect of such Fiscal
Year if Borrower Holdco and its Subsidiaries paid such taxes directly as a stand-alone taxpayer (or stand-alone group); provided such
amounts are actually used to pay such taxes promptly after such Restricted Payment is made;


 






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(d)            Restricted
Payments to a Parent Entity, the proceeds of which are used, directly or indirectly, to purchase or redeem, the Equity Interests of such
Parent Entity (including any options, warrants or other rights in respect thereof) held by Management Investors; provided that
the aggregate amount of such purchases or redemptions under this clause (d) shall not exceed the sum of (x) (i) the greater
of $25,000,000 and 9.25% of Consolidated EBITDA for the most recently ended four Fiscal Quarter period for which Required Financial Statements
have been provided as required hereunder, plus (ii) $37,500,000, plus (iii) $12,500,000 multiplied by the number
of calendar years that have commenced since the Closing Date plus (y) the net cash proceeds received by the Borrowers since
the Closing Date from, or as a capital contribution from, the issuance or sale to Management Investors of Equity Interests (including
any options, warrants or other rights in respect thereof), plus (z) the cash proceeds of key man life insurance policies received
by any Borrower or any Subsidiary (or by a Parent Entity and contributed to a Borrower) since the Closing Date; provided that any
cancellation of Indebtedness owing to any Borrower or any Subsidiary by any Management Investor in connection with any repurchase or other
acquisition of Equity Interests (including any options, warrants or other rights in respect thereof) from any Management Investor shall
not constitute a Restricted Payment for purposes of this covenant or any other provision of this Agreement;


 


(e)            non-cash
repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion
of the exercise price of such options or warrants;


 


(f)             a
Restricted Payment in the form of a dividend not to exceed $225,000,000 to be made not later than twelve (12) Business Days following
the Closing Date, solely with proceeds of the Term Loan Facility (the “Closing Date Dividend”);


 


(g)            Restricted
Payments to allow any Parent Entity to make payments in cash, in lieu of the issuance of fractional shares, upon the exercise of warrants
or upon the conversion or exchange of Equity Interests of any such person;


 


(h)            after
a Public Offering, Restricted Payments to any Parent Entity in an amount equal to 6.0% per annum of the Net Proceeds received from any
public offering of the Equity Interests of any Parent Entity that are contributed to Borrower Holdco or a Borrower;


 


(i)             Restricted
Payments to pay (i) monitoring, consulting, management, transaction, advisory, termination or similar fees payable to any Permitted
Holder or any of their respective Affiliates and (ii) indemnities, reimbursements and reasonable and documented out of pocket fees
and expenses of Permitted Holders or any of their respective Affiliates in connection therewith;


 


(j)             any
purchase, redemption, repurchase, defeasance or other acquisition or retirement of Equity Interests of the Lead Borrower or any Junior
Indebtedness made by exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with
which cash is paid in lieu of the issuance of fractional shares) for, or out of the proceeds of the issuance or sale of, Equity Interests
of the Lead Borrower (other than Disqualified Stock and other than Equity Interests issued or sold to a Subsidiary) or a capital contribution
to the Lead Borrower;


 


(k)            any
dividend paid or redemption made within 60 days after the date of declaration thereof or of the giving of notice thereof, as applicable,
if at such date of declaration or the giving of such notice, such dividend or redemption would have complied with this Section 7.06;


 


(l)             Restricted
Payments (including loans or advances) in an aggregate amount outstanding at any time, not to exceed an amount (net of repayments of any
such loans or advances) equal to (i) the greater of $50,000,000 and 30.00% of Consolidated EBITDA for the most recently ended four
Fiscal Quarter period for which Required Financial Statements have been provided as required hereunder minus (ii) any payments made
pursuant to Section 7.09(b)(vi);


 






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(m)           dividends
or other distributions of Equity Interests, Indebtedness or other securities of Unrestricted Subsidiaries;


 


(n)            any
dividend or other distribution or payment for purposes of making AHYDO Catch-Up Payments related to Indebtedness of the Loan Parties;


 


(o)            additional
Restricted Payments; provided that both immediately before such Restricted Payment is made and immediately after giving effect
thereto, the Payment Conditions are satisfied; and


 


(p)            Restricted
Payments in an aggregate amount outstanding at any time not to exceed the amount of Excluded Contributions (less the aggregate amount
of Investments made pursuant to Section 7.04(bb) and payments made pursuant to Section 7.09(b));


 


provided,
however, the Loan Parties may only make a Restricted Payment in the form of Related Intellectual Property to any Person (other than another
Loan Party) if such Restricted Payment is subject to a non-exclusive royalty-free license of such Intellectual Property in favor of the
Agent for use in connection with the exercise of rights and remedies of the Secured Parties under the Loan Documents in respect of the
Collateral, which license shall be substantially similar to the license described in Section 6.1 of the Security Agreement (or otherwise
reasonably satisfactory to the Agent.


 


The Lead Borrower, in its sole discretion, may
classify any Investment or other Restricted Payment as being made in part under one of the clauses or subclauses of this Section 7.07
(or, in the case of any Investment, the clauses or subclauses of Section 7.04) and in part under one or more other such clauses
or subclauses (or, as applicable, clauses or subclauses).


 


7.07         Transactions
with Affiliates.


 


Sell or transfer any property
or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transaction with, any of its Affiliates,
in each case involving aggregate consideration in excess of $10,000,000, unless (x) the terms of such transaction are not materially
less favorable to the applicable Loan Party or Subsidiary, as the case may be, than those that could be obtained at the time in a transaction
with a Person who is not such an Affiliate and (y) if such transaction involves aggregate consideration in excess of $25,000,000,
the terms of such transaction have been approved by a majority of the board of directors of such Loan Party or Subsidiary. For purposes
of this Section 7.07, any such transaction shall be deemed to have satisfied the foregoing requirements if (1) such transaction
is approved by a majority of the Disinterested Directors or (2) in the event there are no Disinterested Directors, a fairness opinion
is provided by a nationally recognized appraisal or investment banking firm with respect to such transaction. Without limiting the foregoing,
this Section 7.07 shall not prohibit:


 


(a)            any
issuance of securities, or other payments, awards or grants which do not require or provide a cash payment therewith, securities or otherwise
pursuant to, or the funding of, employment arrangements, equity purchase agreements, stock options and stock ownership plans approved
by the board of directors of the Parent;


 


(b)            loans
or advances to employees of the Lead Borrower or any of its Subsidiaries in accordance with Section 7.04;


 


(c)            transactions
between or among the Lead Borrower and any other Loan Party or any entity that becomes a Loan Party as a result of such transaction (including
via merger, consolidation or amalgamation in which a Loan Party is the surviving entity);


 






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(d)            the
payment of fees, reasonable out-of-pocket costs and indemnities to directors or officers of a Parent Entity or any of its Subsidiaries
in the ordinary course of business (limited, in the case of a Parent Entity, to the portion of such fees and expenses that are allocable
to Borrower Holdco and its Subsidiaries (which shall be 100% for so long as Parent owns no assets other than the Equity Interests in the
Subsidiaries and assets incidental to the ownership of Borrower Holdco and its Subsidiaries));


 


(e)            Restricted
Payments permitted under Section 7.06, including payments to a Parent Entity;


 


(f)             any
purchase by a Loan Party of the Equity Interests of any wholly-owned Domestic Subsidiary; provided that any Equity Interests of
any wholly owned Subsidiary purchased by a Loan Party shall be pledged to the Agent on behalf of the Lenders pursuant to the Security
Documents;


 


(g)            the
issuance, sale or transfer of Equity Interests of Borrower Holdco or the Lead Borrower to Parent and capital contributions by Parent to
Borrower Holdco or the Borrower;


 


(h)            payments
by Parent or any of its Domestic Subsidiaries pursuant to tax sharing agreements among Parent and any of its Domestic Subsidiaries on
customary terms that require each party to make payments when such taxes are due or refunds received of amounts equal to the income tax
liabilities and refunds generated by each such party calculated on a separate return basis and payments to the party generating tax benefits
and credits of amounts equal to the value of such tax benefits and credits made available to the group by such party;


 


(i)             payments
or loans (or cancellation of loans) to employees or transactions with employees, officers, or directors in the ordinary course of business;


 


(j)             transactions
permitted by, and complying with, the provisions of Section 7.04 and Section 7.05(b);


 


(k)            any
transaction arising out of agreements or instruments in existence on the Closing Date and set forth on Schedule 7.07, and any payments
made pursuant thereto;


 


(l)             intercompany
transactions undertaken in good faith (as determined by a Responsible Officer of the Lead Borrower in good faith) for the purpose of improving
the consolidated tax efficiency of Borrower Holdco and its Subsidiaries and not for the purpose of circumventing any covenant set forth
herein and not materially adverse to the interests of any Credit Party;


 


(m)           (i) the
entering into, maintaining or performance of any employment, consulting or other similar service contract, collective bargaining agreement,
benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former management
member, employee, officer or director or consultant of or to the Borrowers, any Subsidiary or any Parent Entity heretofore or hereafter
entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement,
savings or other similar plans, programs or arrangements and (ii) any issuance, grant or award of stock, options, other equity related
interests or other securities, to any such management members, employees, officers, directors or consultants; and


 


(n)            [Reserved];


 


(o)            any
issuance or sale of Equity Interests (other than Disqualified Stock) or Junior Capital or any capital contribution to Borrower Holdco,
the Borrowers or any Subsidiary.


 






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7.08         Business
of Borrower Holdco and its Subsidiaries.


 


Notwithstanding any other
provisions hereof, engage at any time in any business or business activity other than any business or business activity conducted by any
Loan Party on the Closing Date and any other Related Businesses.


 


7.09         Limitation
on Payments and Modifications of Indebtedness; Modifications of Certificate of Incorporation, By Laws and Certain Other Agreements; etc.


 


(a)            Amend
or modify in any manner materially adverse to the Lenders or the Agent, or grant any waiver or release under or terminate in any manner
(if such granting or termination shall be materially adverse to the Lenders), (a) the Organization Documents of Parent, Borrower
Holdco or any of their Subsidiaries or (b) the CIT Deferred Purchase Factoring Agreement;


 


(b)            Make,
or agree or offer in writing to pay or make, directly or indirectly, any payment or other distribution in cash in respect of: any Subordinated
Indebtedness or any Indebtedness secured by Liens that are subordinated to the Liens securing the Obligations pursuant to a subordination
agreement between the holders of such Indebtedness and Agent, which subordination agreement must be in form and substance acceptable to
the Agent in its sole discretion; provided, that in no event shall the Term Loan Obligations or any Permitted Refinancing thereof be Junior
Indebtedness (“Junior Indebtedness”); except for (i) payments of regularly scheduled principal and interest, mandatory
offers to repay, mandatory prepayments of principal, premium and interest and payments of fees, expenses and indemnification obligations
with respect to such Junior Indebtedness or any Permitted Refinancing in respect thereof to the extent permitted under any applicable
subordination agreement, (ii) payments or distributions in respect of all or any portion of Junior Indebtedness or any Permitted
Refinancing in respect thereof with the proceeds contributed directly or indirectly to Borrower Holdco or the Lead Borrower by Parent
from the issuance, sale or exchange by Parent of Equity Interests made within six (6) months prior thereto, (iii) the conversion
of any Junior Indebtedness to Equity Interests of any Parent Entity, (iv) so long as no Event of Default has occurred and is continuing,
the payment that is required under the Code to prevent any Junior Indebtedness, or in each case, any Permitted Refinancing in respect
thereof from being treated as an “applicable high yield discount obligation” within the meaning of Section 163(i)(l) of
the Code, (v) payments in connection with a Permitted Refinancing in respect thereof, (vi) payments in respect of Junior Indebtedness
in an aggregate amount outstanding at any time, not to exceed an amount (net of repayments of any such loans or advances) equal to (i) the
greater of $50,000,000 and 30.00% of Consolidated EBITDA for the most recently ended four Fiscal Quarter period for which Required Financial
Statements have been provided as required hereunder minus (ii) any Restricted Payments made pursuant to Section 7.06(l),
(vii) additional payments and distributions so long as both immediately before such payment or distribution is made and immediately
after giving effect thereto, the Payment Conditions are satisfied, or (viii) payments in an aggregate amount outstanding at any time
not to exceed the amount of Excluded Contributions (less the aggregate amount of Restricted Payments made pursuant to Section 7.06(p) and
Investments made pursuant to Section 7.04(bb));


 


(c)            Permit
any Subsidiary to enter into any agreement or instrument that by its terms restricts (i) the payment of dividends or distributions
or the making of cash advances to Borrower Holdco or any of its Subsidiaries that is a direct or indirect parent of such Subsidiary or
(ii) the granting of Liens by Borrower Holdco or such Subsidiary pursuant to the Security Documents, in each case other than those
arising under any Loan Document, except, in each case, restrictions existing by reason of:


 


(i)             restrictions
imposed by applicable law;


 






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(ii)           contractual
encumbrances or restrictions under the Term Loan Facility or the Term Loan Documents;


 


(iii)          any
restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or Disposition of the Equity Interests or assets
of a Subsidiary pending the closing of such sale or Disposition;


 


(iv)          customary
provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business;


 


(v)           any
restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that such restrictions
apply only to the property or assets securing such Indebtedness;


 


(vi)          any
restrictions imposed by any agreement relating to Indebtedness incurred pursuant to Section 7.01(i), to the extent such restrictions
are not more restrictive, taken as a whole, than the restrictions contained herein;


 


(vii)         customary
provisions contained in leases or licenses of intellectual property and other similar agreements entered into in the ordinary course of
business;


 


(viii)        customary
provisions restricting subletting or assignment of any lease governing a leasehold interest;


 


(ix)           customary
provisions restricting assignment of any agreement entered into in the ordinary course of business;


 


(x)            customary
restrictions and conditions contained in any agreement relating to the sale, transfer or other Disposition of any asset permitted under
Section 6.05 pending the consummation of such sale, transfer or other Disposition;


 


(xi)           customary
restrictions and conditions contained in the document relating to any Lien, so long as (1) such Lien is a Permitted Encumbrance and
such restrictions or conditions relate only to the specific asset subject to such Lien and (2) such restrictions and conditions are
not created for the purpose of avoiding the restrictions imposed by this Section 7.09;


 


(xii)          customary
net worth provisions contained in Real Estate leases entered into by Subsidiaries, so long as the Lead Borrower has determined in good
faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrowers and their respective Subsidiaries
to meet their ongoing obligations;


 


(xiii)         any
agreement in effect at the time any person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such
person becoming a Subsidiary;


 


(xiv)         restrictions
in agreements representing Indebtedness permitted under Section 7.01 of a Subsidiary of Borrower Holdco that is not a Loan
Party;


 






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(xv)          customary
restrictions on leases, subleases, licenses or Equity Interests or asset sale agreements otherwise permitted hereby as long as such restrictions
relate to the Equity Interests and assets subject thereto;


 


(xvi)         restrictions
on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; or


 


(xvii)        any
encumbrances or restrictions of the type referred to in Sections 7.09(c)(i) and 7.09(c)(ii) imposed by any amendments,
modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments
or obligations referred to above so long as such amendments, modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive with respect to or such Lien, dividend
and other payment restrictions than those contained in the Lien, dividend or other payment restrictions prior to such amendment, modification,
restatement, renewal, increase, supplement, refunding, replacement or refinancing; or


 


(d)           amend
or modify the Term Loan Agreement, the Term Loan Security Documents, or any other “Loan Document” (as defined in the Term
Loan Agreement) in any manner which would not constitute a Permitted Refinancing.


 


7.10        Financial
Performance Covenant.


 


Upon the occurrence and during
the continuance of a Covenant Compliance Event, the Borrowers shall maintain as of the last day of each Fiscal Quarter, a Consolidated
Fixed Charge Coverage Ratio of not less than 1.0 to 1.0 for the most recent period of four consecutive Fiscal Quarters at the time of
occurrence of such Covenant Compliance Event for which Required Financial Statements have been provided as required hereunder, and each
subsequent four consecutive Fiscal Quarter period ending during the continuance of such Covenant Compliance Event.


 


ARTICLE VIIA

BORROWER HOLDCO COVENANT


 


Borrower Holdco covenants
and agrees with each Lender that, so long as this Agreement shall remain in effect and until all Obligations (other than Obligations in
respect of Cash Management Services and contingent indemnification and reimbursement obligations that are not yet due and payable and
for which no claim has been asserted) have been paid in full and all Letters of Credit and Commitments have expired or been terminated
or cash collateralized on terms satisfactory to the L/C Issuer, unless the Required Lenders shall otherwise consent in writing, (a) Borrower
Holdco will not create, incur, assume or permit to exist any Lien (other than Liens of a type described in 7.02(c) and (l))
on any of the Equity Interests issued by Borrower Holdco other than the Liens created under the Loan Documents, the Term Loan Documents
and any Permitted Refinancing thereof, (b) Borrower Holdco shall do or cause to be done all things necessary to preserve, renew and
keep in full force and effect its legal existence; provided that so long as no Event of Default exists or would result therefrom,
Borrower Holdco may merge with any other person, (c) Borrower Holdco will otherwise maintain its passive holding company status;
provided that notwithstanding the foregoing, Borrower Holdco shall be permitted to be a borrower or issuer of any Indebtedness
permitted under this Agreement, a Loan Party of any Indebtedness permitted under this Agreement, grant liens in connection with the foregoing
except as prevented by clause (a) above, and take all other actions permitted or required under the Loan Documents, the Term Loan
Facility (or documents evidencing any Permitted Refinancing thereof), the making of Restricted Payments to the extent such Restricted
Payments are permitted to be made to it under Section 7.06, and other activities incidental to compliance with applicable
laws and legal, tax and accounting matters related thereto and activities relating to employees; provided, further, that
notwithstanding the foregoing or any other restriction in this Agreement, Borrower Holdco may liquidate, wind up or dissolve itself, in
connection with a restructuring whereby a newly formed wholly owned Domestic Subsidiary of Parent will directly own 100% of the Equity
Interests of the Lead Borrower.


 






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Article VIII


EVENTS OF DEFAULT


 


8.01        Events
of Default.


 


In case of the happening of
any of the following (each an “Event of Default”):


 


(a)            any
representation or warranty made or deemed made by the Borrowers or any other Loan Party herein or in any other Loan Document or in any
amendment, modification or supplement hereto or any certificate or document delivered pursuant hereto or thereto or in completing any
request for a Committed Revolving Loan via the Portal shall prove to have been false or misleading in any material respect when so made
or deemed made, and shall have continued unremedied for a period of five (5) Business Days thereafter;


 


(b)            default
shall be made in the payment of any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof,
at a date fixed for prepayment thereof, by acceleration thereof or otherwise;


 


(c)            default
shall be made in the payment of any interest on any Loan or the L/C Obligations or in the payment of any fee or any other amount (other
than an amount referred to in clause (b) of this Section 8.01) due under any Loan Document, when and as the same shall
become due and payable, and such default shall continue unremedied for a period of five (5) Business Days;


 


(d)            default
shall be made in the due observance or performance by the Borrowers or any other Loan Party of any covenant, condition or agreement contained
in (i) Section 6.01(a), 6.04, 6.05(a), 6.07, 6.08, 6.11, 6.15 or in Article VII
or Article VIIA or (ii) Section 6.02 and Section 6.05 (other than clause (a) thereof) and
such default shall continue unremedied for a period of five (5) Business Days;


 


(e)            default
shall be made in the due observance or performance by the Lead Borrower or any other Loan Party of any covenant, condition or agreement
contained in any Loan Document (other than those specified in clauses (b), (c) and (d) of this Section 8.01) (in
each case solely to the extent applicable to such Person) and such default shall continue unremedied for a period of thirty (30) days
to duly observe or perform any such covenant, condition or agreement) after the Lead Borrower’s receipt of notice thereof from the
Agent or Required Lenders; provided, however, for the purposes of determining whether an Event of Default has occurred hereunder
to the extent such Event of Default arises as a result of any payment defaults under any Cash Management Services or Bank Products, such
defaults shall not constitute an Event of Default hereunder unless such payment defaults are for amounts in excess of $1,000,000 in the
aggregate;


 






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(f)            Any
Loan Party or any of its Subsidiaries shall (i) default in (x) any payment of principal of or interest on any Material Indebtedness
or (y) any payment of any Guarantee of Material Indebtedness, beyond the period of grace, if any, provided in the instrument or agreement
under which such Material Indebtedness or Guarantee was created; or (ii) default in the observance or performance of any other agreement
or condition relating to any Material Indebtedness or Guarantee of any Material Indebtedness or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event
or condition is to cause, or to permit the holder or holders of such Material Indebtedness or beneficiary or beneficiaries of such Guarantee
(or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice or lapse
of time if required, such Material Indebtedness to become due prior to its stated maturity or such Guarantee to become payable (an “Acceleration”),
and such time shall have lapsed and, if any notice (a “Default Notice”) shall be required to commence a grace period
or declare the occurrence of an event of default before notice of Acceleration may be delivered, such Default Notice shall have been given
and (in the case of the preceding clause (i) or (ii)) such default, event or condition shall not have been remedied or waived by
or on behalf of the holder or holders of such Material Indebtedness or Guarantee thereof (provided that the preceding clause (ii) shall
not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing
such Indebtedness, if such sale or transfer is permitted hereunder or (y) any termination event or equivalent event pursuant to the
terms of any Swap Contract unless the Swap Termination Value exceeds $50,000,000);


 


(g)            a
Change of Control shall have occurred;


 


(h)            Reserved;


 


(i)             If
(i) any Loan Party or any of its Subsidiaries shall commence any case, proceeding or other action (A) under any existing or
future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking
to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts (excluding,
in each case, the solvent liquidation or reorganization of any Foreign Subsidiary of the Parent that is not a Loan Party), or (B) seeking
appointment of a receiver, interim receiver, receivers, receiver and manager, trustee, custodian, conservator or other similar official
for it or for all or any substantial part of its assets, or any Loan Party or any of its Subsidiaries shall make a general assignment
for the benefit of its creditors; or (ii) there shall be commenced against any Loan Party or any of its Subsidiaries any case, proceeding
or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such
adjudication or appointment or (B) remains undismissed, undischarged, unstayed or unbonded for a period of 60 days; or (iii) any
Loan Party or any of its Subsidiaries shall file an answer admitting the material allegations of a petition filed against it in any such
proceeding; or (iv) there shall be commenced against any Loan Party or any of its Subsidiaries any case, proceeding or other action
seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets
which results in the entry of an order for any such relief which shall not have been vacated, discharged, stayed or bonded pending appeal
within 60 days from the entry thereof; or (v) any Loan Party or any of its Subsidiaries shall take any corporate or other similar
organizational action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause
(i), (ii), (iii) or (iv) above; or (vi) any Loan Party or any of its Subsidiaries shall be generally unable to, or shall
admit in writing its general inability to, pay its debts as they become due; or


 


(j)            One
or more judgments or decrees shall be entered against the Borrowers, and Loan Party or any of their respective Subsidiaries involving
in the aggregate at any time a liability (net of any insurance or indemnity payments actually received in respect thereof prior to or
within 60 days from the entry thereof, or to be received in respect thereof in the event any appeal thereof shall be unsuccessful) of
$50,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within
60 days from the entry thereof;


 






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(k)            (i) Any
failure to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA), whether
or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of any Loan Party,
any Subsidiary or any Commonly Controlled Entity, (ii) any Person shall engage in any “prohibited transaction” (as defined
in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (iii) a Reportable Event shall occur with
respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate,
any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is in the reasonable opinion
of the Agent likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer
Plan shall terminate for purposes of Title IV of ERISA other than a standard termination pursuant to Section 4041(b) of ERISA,
or (v) either of a Loan Party or any Commonly Controlled Entity shall, or in the reasonable opinion of the Agent is reasonably
likely to, incur any liability in connection with a withdrawal from, or the Insolvency of, a Multiemployer Plan; and in each case in clauses
(ii) through (vi) above, such event or condition, together with all other such events or conditions, if any, would be reasonably
expected to result in a Material Adverse Effect; or


 


(l)             (i) any
material provision of any Loan Document shall cease to be, or be asserted in writing by any Loan Party or any of their Subsidiaries not
to be, for any reason, to be a legal, valid and binding obligation of any party thereto, (ii) any security interest purported to
be created by any Security Document and to extend to assets that are of the type which may be included in the Borrowing Base (regardless
of eligibility) or otherwise are not immaterial to any Loan Party and their Subsidiaries on a consolidated basis shall cease to be, or
shall be asserted in writing by the Lead Borrower or any other Loan Party not to be, a valid and perfected security interest (perfected
as or having the priority required by this Agreement or the relevant Security Document and subject to such limitations and restrictions
as are set forth herein and therein) in the securities, assets or properties covered thereby, other than from the failure of the Agent
(or the Term Agent) to maintain possession of certificates actually delivered to it representing securities pledged under a Security Document
or to file Uniform Commercial Code continuation statements or take the actions described on Schedule 5.04 and except to the extent
that such loss is covered by a lender’s title insurance policy and the Agent shall be reasonably satisfied with the credit of such
insurer, or (iii) the Guarantees pursuant to the Security Documents by any Loan Party of any of the Obligations shall cease to be
in full force and effect (other than in accordance with the terms thereof), or shall be asserted in writing by Parent or any Loan Party
not to be in effect or not to be legal, valid and binding obligations;


 


(m)           except
as otherwise expressly permitted hereunder, any Loan Party shall take any action to suspend the operation of its business in the ordinary
course, liquidate all or a material portion of its assets or Store locations, or employ an agent or other third party to conduct a program
of closings, liquidations or “Going-Out-Of-Business” sales of any material portion of its business;


 


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


 


(o)            there
shall occur (i) any uninsured damage to, theft or destruction of, any Collateral or other assets or properties of the Loan Parties
having an aggregate fair market value in excess of $15,000,000 unless, at such time, Availability minus the aggregate fair market value
of the Collateral subject to such damage, theft or destruction is greater than fifteen percent (15%) of the Loan Cap, or (ii) damage,
theft or destruction of any Collateral or other assets or properties of the Loan Parties that has had or could reasonably be expected
to have a Material Adverse Effect;


 






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then, (i) in every such event (other than
an event with respect to the Borrowers described in clause (i) of this Section 8.01), and at any time thereafter during
the continuance of such event, the Agent, at the request of the Required Lenders, shall, by notice to the Lead Borrower, take any or all
of the following actions, at the same or different times: (A) terminate forthwith the Commitments, (B) declare the Loans then
outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable,
together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Loan Parties accrued hereunder and
under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any
kind, all of which are hereby expressly waived by the Loan Parties, anything contained herein or in any other Loan Document to the contrary
notwithstanding, (C) if the Loans have been declared due and payable pursuant to clause (B) above, demand cash collateral pursuant
to Section 2.03(g) and (D) exercise all rights and remedies granted to it under any Loan Document and all of its
rights under any other applicable law or in equity and (ii) in any event with respect to the Borrowers described in clause (i) of
this Section 8.01, the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued
Fees and all other liabilities of the Loan Parties accrued hereunder and under any other Loan Document, shall automatically become due
and payable and the Agent shall be deemed to have made a demand for cash collateral to the full extent permitted under Section 2.03(g),
without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Loan Parties, anything
contained herein or in any other Loan Document to the contrary notwithstanding.


 


Solely for the purposes of determining whether
an Event of Default has occurred under Section 8.01 (i), any reference in any such Section to any Subsidiary shall be
deemed not to include any Immaterial Subsidiary, and, for purposes of determining whether an Event of Default has occurred under Section 8.01(k),
an Unrestricted Subsidiary will be deemed to be a Subsidiary.


 


8.02        Right
to Cure.


 


Notwithstanding anything to
the contrary contained in Section 8.01, in the event that the Loan Parties fail (or, but for the operation of this Section 8.02,
would fail) to comply with the Financial Performance Covenant, until the expiration of the 10th Business Day subsequent to
the date the Required Financial Statements are required to be delivered, Borrower Holdco shall have the right to issue Qualified Equity
Interests for cash or otherwise receive cash contributions to the capital of Borrower Holdco, and, in each case, to contribute any such
cash to the capital of the Lead Borrower (collectively, the “Cure Right”) and, upon the receipt by the Lead Borrower
of such cash (the “Cure Amount”) pursuant to the exercise by Borrower Holdco of such Cure Right, the Financial Performance
Covenant shall be recalculated giving effect to a pro forma adjustment by which Consolidated EBITDA shall be increased with respect to
such applicable Fiscal Month and any 12 Fiscal Month period that contains such Fiscal Month, solely for the purpose of measuring the Financial
Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount. The resulting increase
to Consolidated EBITDA from the application of a Cure Amount shall not result in any adjustment to Consolidated EBITDA or any other financial
definition for any purpose under this Agreement other than for purposes of calculating the Financial Performance Covenant. In each 12
Fiscal Month period there shall be at least two fiscal quarters in which the Cure Right is not exercised and the Cure Right may not be
exercised more than five times during the term of this Agreement and, for purposes of this Section 8.02, the Cure Amount shall
be no greater than the amount required for purposes of complying with the Financial Performance Covenant. If, after giving effect to the
adjustments in this Section 8.02, the Lead Borrower shall then be in compliance with the requirement of the Financial Performance
Covenant, the Lead Borrower shall be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant
date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach
of the Financial Performance Covenant but for no other purposes under this Agreement.


 






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8.03         Remedies
Upon Events of Default.


 


If any Event of Default occurs
and is continuing:


 


(a)            the
Agent may, or, at the request of the Required Lenders shall, (A) declare the Revolving Commitments of each Revolving Lender to make
Committed Revolving Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Revolving
Commitments and obligation shall be terminated, and (B) declare the unpaid principal amount of all outstanding Committed Revolving
Loans, and all interest accrued and unpaid thereon, and any other Obligations related to the foregoing, to be immediately due and payable,
without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; and


 


(b)            the
Agent may, or, at the request of the Required Lenders shall:


 


(i)             require
that the Loan Parties Cash Collateralize the L/C Obligations; and


 


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


 


provided, however, that
upon the occurrence of any Event of Default with respect to any Loan Party or any Subsidiary thereof under Section 8.01(i),
the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate,
the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and
payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective,
in each case without further act of the Agent or any Lender.


 


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


 


8.04        Application
of Funds.


 


After the exercise of remedies
provided for in Section 8.03 (or after the Loans have automatically become immediately due and payable and the L/C Obligations
have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.03), any amounts received
on account of the Obligations shall be applied by the Agent in the following order:


 


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


 






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Second, to
payment of that portion of the Obligations (excluding the Other Liabilities) constituting indemnities, Credit Party Expenses, and other
amounts (other than principal, interest and fees) payable to the Revolving Lenders and the L/C Issuer (including fees, charges and disbursements
of counsel to the respective Revolving Lenders and the L/C Issuer and amounts payable under Article III), ratably among them
in proportion to the amounts described in this clause Second payable to them;


 


Third, to
the extent not previously reimbursed by the Revolving Lenders, to payment to the Agent of that portion of the Obligations constituting
principal and accrued and unpaid interest on any Permitted Overadvances;


 


Fourth, to
the extent that Swing Line Loans have not been refinanced by a Committed Revolving Loan, payment to the Swing Line Lender of that portion
of the Obligations constituting accrued and unpaid interest on the Swing Line Loans;


 


Fifth, to
payment of that portion of the Obligations constituting accrued and unpaid interest on the Committed Revolving Loans and other Obligations
in connection therewith, and fees (including Letter of Credit Fees), ratably among the Revolving Lenders and the L/C Issuer in proportion
to the respective amounts described in this clause Fifth payable to them;


 


Sixth, to
the extent that Swing Line Loans have not been refinanced by a Committed Revolving Loan, to payment to the Swing Line Lender of that portion
of the Obligations constituting unpaid principal of the Swing Line Loans;


 


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


 


Eighth, to
the Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn
amount of Letters of Credit;


 


Ninth, to
payment of that portion of the Obligations arising from Bank Products consisting of supply chain finance services (to the extent secured
under the Security Documents) to the extent a Supply Chain Finance Reserve is in place on the Borrowing Base with respect to such Bank
Products, ratably among the Credit Parties in proportion to the respective amounts described in this clause Ninth held by them;


 


Tenth, to
payment of that portion of the Obligations arising from Cash Management Services and Bank Products not paid pursuant to clause Ninth,
in each case to the extent secured under the Security Documents, ratably among the Credit Parties in proportion to the respective amounts
described in this clause Tenth held by them;


 


Eleventh,
to payment of all other Obligations (including without limitation the cash collateralization of unliquidated indemnification obligations),
ratably among the Credit Parties in proportion to the respective amounts described in this clause Eleventh held by them; and


 


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


 






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Subject to Section 2.03(c), amounts
used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Eighth above shall be applied to satisfy
drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.


 


Article IX


THE AGENT


 


9.01         Appointment
and Authority.


 


Each of the Lenders and the
Swing Line Lender hereby irrevocably appoints Wells Fargo to act on its behalf as the Agent hereunder and under the other Loan Documents
and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof
or thereof (including, without limitation, acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan
Parties to secure any of the Obligations), together with such actions and powers as are reasonably incidental thereto. The provisions
of this Article are solely for the benefit of the Agent, the Lenders and the L/C Issuer, and no Loan Party or any Subsidiary thereof
shall have rights as a third party beneficiary of any of such provisions.


 


9.02         Rights
as a Lender.


 


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


 


9.03         Exculpatory
Provisions.


 


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


 


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


 


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


 


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


 






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The Agent shall not be liable for any action taken
or not taken by it (i) with the Consent or at the request of the Required Lenders (or such other number or percentage of the Lenders
as shall be necessary, or as the Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections
10.01 and 8.03) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a final and
non-appealable judgment of a court of competent jurisdiction.


 





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


 


The Agent shall not be responsible
for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this
Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder
or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or
conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness
or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the creation, perfection or
priority of any Lien purported to be created by the Security Documents, (v) the value or the sufficiency of any Collateral, or (vi) the
satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly
required to be delivered to the Agent.


 


9.04        Reliance
by Agent.


 


The Agent shall be entitled
to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document
or other writing (including, but not limited to, any electronic message, Internet or intranet website posting or other distribution)
believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Agent also may rely upon
any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability
for relying thereon. 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 the L/C Issuer, the Agent may presume that such condition is satisfactory
to such Lender or the L/C Issuer unless the Agent shall have received written notice to the contrary from such Lender or the L/C Issuer
prior to the making of such Loan or the issuance of such Letter of Credit. The Agent may consult with legal counsel (who may be counsel
for any Loan Party), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken
by it in accordance with the advice of any such counsel, accountants or experts.


 


9.05        Delegation
of Duties.


 


The Agent may perform any
and all of their respective duties and exercise their respective rights and powers hereunder or under any other Loan Document by or through
any one or more sub-agents appointed by the Agent. The Agent, and any such sub-agent may perform any and all of their respective duties
and exercise their respective rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall
apply to any such sub-agent and to the Related Parties of the Agent and any such sub-agent, and shall apply to their respective activities
in connection with the syndication of the credit facilities provided for herein as well as activities as the Agent.


 






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9.06         Resignation
of Agent.


 


The Agent may at any time
give written notice of its resignation to the Lenders and the Lead Borrower. Upon receipt of any such notice of resignation from the Agent,
the Required Lenders shall have the right to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate
of any such bank with an office in the United States, which successor agent shall (unless an Event of Default shall have occurred and
be continuing) be subject to approval by the Lead Borrower (which approval shall not be unreasonably withheld or delayed). If no such
successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after
the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Revolving Lenders and the L/C Issuer,
appoint a successor Agent meeting the qualifications set forth above, which successor agent shall (unless an Event of Default shall have
occurred and be continuing) be subject to approval by the Lead Borrower (which approval shall not be unreasonably withheld or delayed);
provided, that if the Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment, then
such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged
from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Agent
on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Agent shall continue to hold such collateral
security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be
made by, to or through the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Applicable
Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent
hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or
retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents
(if not already discharged therefrom as provided above in this Section). The fees payable by the Borrowers to a successor Agent shall
be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring
Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04
shall continue in effect for the benefit of such retiring Agent, its sub agents and their respective Related Parties in respect of any
actions taken or omitted to be taken by any of them while the retiring Agent was acting in such capacity hereunder.


 


Any resignation by Wells Fargo
as Agent pursuant to this Section shall also constitute its resignation as Swing Line Lender and the resignation of Wells Fargo as
L/C Issuer. Upon the acceptance of a successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C
Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan
Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding
at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations
of the retiring L/C Issuer with respect to such Letters of Credit.


 






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9.07        Non-Reliance
on Agent, and Other Lenders.


 


Each Lender and the L/C Issuer
acknowledges that it has, independently and without reliance upon the Agent or any other Lender or any of their Related Parties and based
on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.
Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Agent or any other Lender or
any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make
its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement
or any document furnished hereunder or thereunder. Except as provided in Section 9.12, the Agent shall not have any duty or
responsibility to provide any Credit Party with any other credit or other information concerning the affairs, financial condition or business
of any Loan Party that may come into the possession of the Agent.


 


9.08        No
Other Duties, Etc.


 


Anything herein to the contrary
notwithstanding, none of the Bookrunners, Arrangers or Syndication AgentAgents
listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents,
except in its capacity as the Agent, a Lender or the L/C Issuer hereunder.


 


9.09        Agent
May File Proofs of Claim.


 


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


 


(a)            to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations 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 L/C Issuer, the Agent and the other Credit Parties (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Lenders, the L/C Issuer, the Agent, such Credit Parties and their respective agents and counsel and
all other amounts due the Lenders, the L/C Issuer the Agent and such Credit Parties under Sections 2.03(i), 2.03(j) and
2.03(k) as applicable, 2.09 and 10.04) allowed in such judicial proceeding; and


 


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


 


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer
to make such payments to the Agent and, if the Agent shall consent to the making of such payments directly to the Lenders and the L/C
Issuer, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its
respective agents and counsel, and any other amounts due the Agent under Sections 2.09 and 10.04.


 


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


 


9.10        Collateral
and Guaranty Matters.


 


The Credit Parties irrevocably
authorize the Agent, at its option and in its discretion,


 






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(a)            to
release any Lien on any property granted to or held by the Agent under any Loan Document (i) upon termination of the Aggregate Revolving
Commitments and payment in full, in cash, of all Obligations, and the expiration, termination or Cash Collateralization of all Letters
of Credit, (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan
Document, or (iii) if approved, authorized or ratified in writing by the Applicable Lenders in accordance with Section 10.01;


 


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


 


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


 


Upon request by the Agent at any time, the Applicable
Lenders will confirm in writing the Agent’s authority to release or subordinate its interest in particular types or items of property,
or to release any Guarantor from its obligations under the Facility Guaranty pursuant to this Section 9.10. In each case as
specified in this Section 9.10, the Agent will, at the Loan Parties’ expense, execute and deliver to the applicable
Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment
and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from
its obligations under the Facility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10.


 


9.11        Notice
of Transfer.


 


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


 


9.12        Reports and Financial
Statements.


 


By signing this Agreement,
each Lender:


 


(a)            agrees
to furnish the Agent (i) on the Closing Date and (ii) after the occurrence and during the continuance of a Cash Dominion Event
(and thereafter at such frequency as the Agent may reasonably request) with a summary of all Other Liabilities due or to become due to
such Lender or its Affiliates. In connection with any distributions to be made hereunder, the Agent shall be entitled to assume that no
amounts are due to any Lender or its Affiliates on account of Other Liabilities unless the Agent has received written notice thereof from
such Lender;


 


(b)            is
deemed to have requested that the Agent furnish such Lender, promptly after they become available, copies of all Borrowing Base Certificates
and financial statements required to be delivered by the Lead Borrower hereunder and all commercial finance examinations and appraisals
of the Collateral received by the Agent (collectively, the “Reports”);


 


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


 






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(d)           expressly
agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agent or any other party performing any
audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’
books and records, as well as on representations of the Loan Parties’ personnel;


 


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


 


(f)            without
limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agent and any
such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may
reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers,
or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to
pay and protect, and indemnify, defend, and hold the Agent and any such other Lender preparing a Report harmless from and against, the
claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agent and any such
other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through
the indemnifying Lender.


 


9.13        Agency
for Perfection.


 


Each Lender hereby appoints
each other Lender as agent for the purpose of perfecting Liens for the benefit of the Agent and the Lenders, in assets which, in accordance
with Article 9 of the UCC or any other applicable Law of the United States can be perfected only by possession.


 


9.14        Indemnification
of Agent.


 


Without limiting the obligations
of the Loan Parties hereunder, the Lenders hereby agree to indemnify the Agent, the L/C Issuer and any Related Party, as the case may
be, ratably according to their Applicable Percentages, from and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted
against the Agent, the L/C Issuer and their Related Parties in any way relating to or arising out of this Agreement or any other Loan
Document or any action taken or omitted to be taken by the Agent, the L/C Issuer and their Related Parties in connection therewith; provided,
that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the Agent’s, the L/C Issuer’s and their Related Parties’ gross negligence
or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction.


 


9.15         Relation
among Lenders.


 


The Lenders are not partners
or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Agent)
authorized to act for, any other Lender.


 


9.16        Defaulting
Lenders.


 


(a)            If
for any reason any Lender shall become a Defaulting Lender and such failure is not cured within three (3) Business Day after receipt
from the Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties,
the Loan Parties’, or any other party at law or in equity (and not at limitation thereof): (i) any such Defaulting Lender’s
right to participate in the administration of, or decision-making rights related to, the Obligations, this Agreement or the other Loan
Documents shall be suspended during the pendency of such failure or refusal, (ii) any such Defaulting Lender shall be deemed to have
assigned any and all payments due to it from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to
the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations,
and (iii) at the option of the Agent, any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest,
fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Agent as cash collateral for future
funding obligations of the Defaulting Lender in respect of any Loan or existing or future participating interest in any Swing Line Loan
or Letter of Credit. Such Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses
(i), (ii), and (iii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of
any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set
forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually
paid, or otherwise cure such default or other cause of such Lender becoming a Defaulting Lender.


 






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(b)            The
non-Defaulting Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to cause
the termination and assignment, without any further action by the Defaulting Lender for no cash consideration (pro rata, based on the
respective Commitments of those Lenders electing to exercise such right), of the Defaulting Lender’s Commitment to fund future Loans.
Upon any such purchase of the Applicable Percentage of any Defaulting Lender, the Defaulting Lender’s share in future Credit Extensions
and its rights under the Loan Documents with respect thereto shall terminate on the date of purchase, and the or
Defaulting Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so
requested, an Assignment and Assumption.


 


(c)            Each
Defaulting Lender shall indemnify the Agent and each non-Defaulting Lender from and against any and all loss, damage or expenses, including
but not limited to reasonable attorneys’ fees and funds advanced by the Agent or by any non-Defaulting Lender, on account of a Defaulting
Lender’s failure to timely fund its Applicable Percentage of a Loan or to otherwise perform its obligations under the Loan Documents.


 


(d)            All
or any part of a Defaulting Lender’s participation in Letter of Credit and Swing Line Loans shall be reallocated among the non-Defaulting
Lenders in accordance with their respective Applicable Percentage (calculated without regard to such Defaulting Lender’s Commitment)
but only to the extent that (x) the conditions set forth in Section 4.02 are satisfied at the time of such reallocation
(and, unless the Borrowers shall have otherwise notified the Agent at such time, the Borrowers shall be deemed to have represented and
warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate revolving credit
exposure (which shall include all exposure with respect to Letters of Credit and Swing Line Loans) of any non-Defaulting Lender to exceed
such non-Defaulting Lender’s Revolving Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of
any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a non-Defaulting
Lender as a result of such non-Defaulting Lender’s increased exposure following such reallocation.


 


(e)            If
the reallocation described in clause (d) above cannot, or can only partially, be effected, the Borrowers shall, without prejudice
to any right or remedy available to them hereunder or under the law, (x) first, prepay Swing Line Loans in an amount equal to the
Swing Line Lenders’ fronting exposure and (y) second, Cash Collateralize the L/C Issuer’s fronting exposure in accordance
with the procedures set forth in Section 2.03(g).


 






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9.17        Syndication
AgentAgents; and
Co-Lead Arrangers.


 


Notwithstanding the provisions
of this Agreement or any of the other Loan Documents, no Person who is or becomes a Syndication Agent nor any Person who is or becomes
an Arranger shall have any powers, rights, duties, responsibilities or liabilities with respect to this Agreement and the other Loan Documents.


 


Article X


MISCELLANEOUS


 


10.01      Amendments,
Etc.


 


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


 


(a)            increase
the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.03) without the written Consent
of such Lender;


 


(b)            as
to any Lender, postpone any date fixed by this Agreement or any other Loan Document for (i) any scheduled payment (including any
Maturity Date) or mandatory prepayment of principal, interest, fees or other amounts due hereunder or under any of the other Loan Documents
without the written Consent of such Lender entitled to such payment, or (ii) any scheduled or mandatory reduction or termination
of the Aggregate Revolving Commitments hereunder or under any other Loan Document without the written Consent of such Lender; provided,
that any Revolving Lender may extend the final expiration of its Revolving Commitment without the consent of any other Lender in accordance
with Section 2.16;


 


(c)            as
to any Lender, reduce the principal of, or the rate of interest specified herein on, any Loan held by such Lender, or (subject to clause
(v) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan
Document to or for the account of such Lender, without the written Consent of each Lender entitled to such amount; provided, however,
that only the Consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” as it applies
to the Committed Revolving Loans and the Swing Line Loans or to waive any obligation of the Borrowers to pay interest on the Committed
Revolving Loans and the Swing Line Loans or Letter of Credit Fees at the Default Rate;


 


(d)            (i) as
to any Lender, change Section 2.13 in a manner that would alter the pro rata sharing of payments required thereby without
the written Consent of such Lender or (ii) change Section 8.04 without the written Consent of each Lender;


 


(e)            change
any provision of this Section 10.01 or the definition of “Applicable Lenders”, “Required Lenders”
or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder
or make any determination or grant any consent hereunder, without the written Consent of each Lender included in any such definition;


 


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


 






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(g)            except
for Permitted Dispositions, release all or substantially all of the Collateral from the Liens of the Security Documents without the written
Consent of each Lender;


 


(h)            except
for Commitment Increases provided pursuant to Section 2.15, increase the Aggregate Revolving Commitments without the written
Consent of each Lender, provided, that only the Consent of the Required Lenders shall be required to increase the then outstanding
Aggregate Revolving Commitments by an amount up to ten (10%) percent of the then outstanding Aggregate Revolving Commitments in connection
with debtor in possession financing offered by the Agent after any of the Loan Parties becomes subject to a case under any Debtor Relief
Laws;


 


(i)            change
the definition of the term “Borrowing Base” or any component definition thereof if as a result thereof the amounts
available to be borrowed by the Borrowers would be increased without the written Consent of the Supermajority Lenders;


 


(j)            modify
the definition of Permitted Overadvance so as to increase the amount thereof or the time period for which a Permitted Overadvance may
remain outstanding without the written Consent of each Lender; and


 


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


 


and, provided further, that (i) no
amendment, waiver or Consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the
rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued
by it; (ii) no amendment, waiver or Consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders
required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or Consent
shall, unless in writing and signed by the Agent in addition to the Lenders required above, affect the rights or duties of the Agent under
this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended,
or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
and (v) any amendment contemplated by Section 2.10(b) or Section 3.03 in connection with the use or administration
of Term SOFR or a Benchmark Transition Event, as applicable, shall be effective as contemplated by such Section 2.10(b) or Section 3.03,
as applicable. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove
any amendment, waiver or Consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent
of such Lender.


 


Notwithstanding any provision
herein to the contrary, this Agreement and the other Loan Documents may be amended to cure any ambiguity, mistake, omission, defect, or
inconsistency with the consent of the Lead Borrower and the Agent.


 


Notwithstanding anything to
the contrary in this Agreement or any other Loan Document, no provider or holder of any Bank Products or Cash Management Services shall
have any voting or approval rights hereunder (or be deemed a Lender) solely by virtue of its status as the provider or holder of such
agreements or products or the Obligations owing thereunder, nor shall the consent of any such provider or holder be required (other than
in its capacity as a Lender, to the extent applicable) for any matter hereunder or under any of the other Loan Documents, including as
to any matter relating to the Collateral or the release of Collateral or any Loan Party. Notwithstanding anything to the contrary contained
in this Agreement or any other Loan Document, only the consent of the applicable provider or holder of any Bank Products or Cash Management
Services shall be required in order to amend such agreements.


 






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


 


10.02      Notices;
Effectiveness; Electronic Communications.


 


(a)            Notices
Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided
in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered
by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and all notices and other
communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:


 


(i)            if
to the Loan Parties:


 


	Borrowers or other Loan Parties:  	
    Floor and Decor Outlets of America, Inc.

    2500 Windy Ridge Parkway, SE

    Atlanta, Georgia 30339

     

    Attention: Trevor Lang

    Telephone: (770) 421-3717

    Email: TLang@flooranddecor.com

	 	 
	With copies (which shall not constitute notice) to:	
    Kirkland & Ellis LLP

    555 South Flower Street

    Los Angeles, CA 90071

     

    Attention: David M. Nemecek, P.C.

    Facsimile: (213) 680-8500

    Telephone: (213) 680-8111

    Email: david.nemecek@kirkland.com

     

    and

     

    Kirkland & Ellis LLP

    555 California Street

    San Francisco, CA 94104

     

    Attention: Katie Taylor

    Facsimile: (415) 439-1424

    Telephone: (415) 439-1500

    Email: katie.taylor@kirkland.com



 


(ii)           if
to the Agent, the L/C Issuer or the Swing Line Lender, to the address, facsimile number, electronic mail address or telephone number specified
for such Person on Schedule 10.02; and


 






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(iii)          if
to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire.


 


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


 


(b)           Electronic
Communications. Notices and other communications to the Loan Parties, the Lenders and the L/C Issuer hereunder may be delivered or
furnished by electronic communication (including e mail and Internet or intranet websites) pursuant to procedures reasonably satisfactory
to the Agent, provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to Article II
if such Lender or the L/C Issuer, as applicable, has notified the Agent that it is incapable of receiving notices under such Article by
electronic communication. The Agent may, in its discretion, agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or
communications.


 


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


 


(c)            The
Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO
NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR
ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS
MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Agent or any of its Related Parties
(collectively, the “Agent Parties”) have any liability to any Loan Party, any Lender, the L/C Issuer or any other Person
for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Loan Parties’
or the Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages,
liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from
the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have
any liability to any Loan Party, any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive
damages (as opposed to direct or actual damages).


 






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


 


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


 


10.03      No
Waiver; Cumulative Remedies.


 


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


 


10.04            Expenses;
Indemnity; Damage Waiver.


 


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


 






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(b)            Indemnification
by the Loan Parties. The Loan Parties shall indemnify the Agent (and any sub-agents thereof), each other Credit Party, and each Related
Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee
harmless (on an after tax basis) from, any and all losses, claims, causes of action, damages, liabilities, settlement payments, costs,
and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee),
incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Borrower or any other Loan Party arising out
of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement
or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder
or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Agent (and any sub-agents thereof) and
their Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit
or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer 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, any
bank advising or confirming a Letter of Credit or any other nominated person with respect to a Letter of Credit seeking to be reimbursed
or indemnified or compensated, and any third party seeking to enforce the rights of a Borrower, beneficiary, nominated person, transferee,
assignee of Letter of Credit proceeds, or holder of an instrument or document related to any Letter of Credit), (iii) any actual
or alleged presence or release of Hazardous Materials on or from any property for which any Loan Party or any of its Subsidiaries could
reasonably be excepted to be subject to Environmental Liability, or any other Environmental Liability of any Loan Party or any of its
Subsidiaries, (iv) any claims of, or amounts paid by any Credit Party to, a Blocked Account Bank or other Person which has entered
into a control agreement with any Credit Party hereunder, or (v) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower
or any other Loan Party or any of the Loan Parties’ directors, shareholders or creditors, and regardless of whether any Indemnitee
is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole
negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by
a Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under
any other Loan Document, if the Borrowers or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim
as determined by a court of competent jurisdiction; provided that such Credit Parties shall be entitled to reimbursement for no
more than one counsel (plus any local counsel) representing the Agent and one counsel representing all other Credit Parties (absent
a conflict of interest in which case the Credit Parties may engage and be reimbursed for additional counsel). Paragraph (b) of this
Section shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, etc. arising from
any non-Tax claim.


 


(c)            Reimbursement
by Lenders. Without limiting their obligations under Section 9.14 hereof, to the extent that the Loan Parties for any
reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid
by it, each Lender severally agrees to pay to the Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may
be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment
is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense,
as the case may be, was incurred by or asserted against the Agent (or any such sub-agent), or the L/C Issuer in its capacity as such,
or against any Related Party of any of the foregoing acting for the Agent (or any such sub-agent) or L/C Issuer in connection with such
capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).


 


(d)            Waiver
of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, the Loan Parties shall not assert, and hereby waive,
any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to
direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement
or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds
thereof. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials
distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission
systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for
direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable
judgment of a court of competent jurisdiction.


 


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


 






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(f)            Survival.
The agreements in this Section shall survive the resignation of any Agent and the L/C Issuer, the assignment of any Commitment or
Loan by any Lender, the replacement of any Lender, the termination of the Aggregate Revolving Commitments and the repayment, satisfaction
or discharge of all the other Obligations.


 


10.05      Payments
Set Aside.


 


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


 


10.06      Successors
and Assigns.


 


(a)            Successors
and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that no Loan Party may assign or otherwise transfer any of its rights or obligations
hereunder or under any other Loan Document without the prior written Consent of the Agent and each Lender and no Lender may assign or
otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions
of Section 10.06(b), (ii) by way of participation in accordance with the provisions of Section 10.06(d),
or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.06(f) (and
any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby,
Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby,
the Related Parties of each of the Credit Parties) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)            Assignments
by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment(s) and the Loans (including for purposes of this Section (b),
participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject
to the following conditions:


 


(i)            Minimum
Amounts


 


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


 






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(B)            in
any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose
includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of
the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment
is delivered to the Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date,
shall not be less than $5,000,000 with respect to any assignments of Revolving Commitments or Committed Revolving Loans, unless the Agent
and, so long as no Event of Default under Section 8.01(b), (c) or (i) has occurred and is continuing,
the Lead Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent
assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee
(or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether
such minimum amount has been met;


 


(ii)           Proportionate
Amounts. 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 with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply
to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans;


 


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


 


(A)           the
consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default
under Section 8.01(b), (c) or (i) has occurred and is continuing at the time of such assignment or
(2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund, or (3) such assignment is being made in connection
with the sale of a Lender’s portfolio of loans; and


 


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


 


(C)           the
consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases
the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and


 


(D)           the
consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect
of the assignment of any Commitment.


 


(iv)          Assignment
and Assumption. The parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption, together with a processing
and recordation fee of $3,500, provided, however, that the Agent may, in its sole discretion, elect to waive such processing and
recordation fee in the case of any assignment. The assignee, if it shall not be a Lender, shall deliver to the Agent an Administrative
Questionnaire.


 






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Subject to acceptance and recording thereof by
the Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption,
the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of
an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall
cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04
with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrowers (at their
expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with Section 10.06(d).


 


(c)            Register.
The Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at the Agent’s Office in the United States
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 Commitments of, and principal amounts (and related interest amounts) of the Loans and L/C Obligations owing to, each Lender pursuant
to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest
error, and the Loan Parties, the Agent and the Lenders 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 Lead Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice.


 


(d)            Participations.
Any Lender may at any time, without the consent of, or notice to, the Loan Parties or the Agent, sell participations to any Person (other
than a natural person or the Loan Parties, any of the Loan Parties’ Affiliates or Subsidiaries or any Disqualified Institution or
any Defaulting Lender) (each, a “Participant”) in all or a portion of such Lender’s rights and/or
obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations
in L/C Obligations and/or Swing Line 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 Loan Parties, the Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with
such Lender in connection with such Lender’s rights and obligations under this Agreement. Any Participant shall agree in writing
to comply with all confidentiality obligations set forth in Section 10.07 as if such Participant was a Lender hereunder. Any
agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right
to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver
or other modification described in the first proviso to Section 10.01 that affects such Participant. Subject to subsection
(e) of this Section, the Loan Parties agree that each Participant shall be entitled to the benefits of Sections 3.01,
3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.06(b).
To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were
a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender, acting for
this purpose as an agent of the Loan Parties, shall maintain at its offices a record of each agreement or instrument effecting any participation
and a register for the recordation of the names and addresses of its Participants and their rights with respect to principal amounts and
other Obligations from time to time (each a “Participation Register”). The entries in each Participation Register shall
be conclusive absent manifest error and such Loan Parties, the Agent, the L/C Issuer and the Lenders shall treat each Person whose name
is recorded in a Participant Register as a Participant for all purposes of this Agreement (including, for the avoidance of doubt, for
purposes of entitlement to benefits under Section 3.01, Section 3.04, Section 3.05 and Section 10.08).
The Participation Register shall be available for inspection by the Lead Borrower, the L/C Issuer and any Lender, at any reasonable time
and from time to time upon reasonable prior notice. No Lender shall have any obligation to disclose all or any portion of the Participant
Register (including the identity of any Participant or any information relating to a Participant’s Interest in any commitments,
loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is
necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of
the United States Treasury Regulations.


 






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


 


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


 


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


 


(h)            Resignation
as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Wells
Fargo assigns all of its Revolving Commitment and Committed Revolving Loans pursuant to subsection (b) above, Wells Fargo
may, (i) upon thirty (30) days’ notice to the Lead Borrower and the Revolving Lenders, resign as L/C Issuer and/or (ii) upon
thirty (30) days’ notice to the Lead Borrower, Wells Fargo may resign as Swing Line Lender. In the event of any such resignation
as L/C Issuer or Swing Line Lender, the Lead Borrower shall be entitled to appoint from among the Revolving Lenders a successor L/C Issuer
or Swing Line Lender hereunder; provided, however, that no failure by the Lead Borrower to appoint any such successor shall affect
the resignation of Wells Fargo as L/C Issuer or Swing Line Lender, as the case may be. If Wells Fargo resigns as L/C Issuer, it shall
retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as
of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the
Revolving Lenders to make Base Rate Loans pursuant to Section 2.03(e)). If Wells Fargo resigns as Swing Line Lender, it shall
retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of
the effective date of such resignation, including the right to require the Revolving Lenders to make Base Rate Loans or fund risk participations
in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line
Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring
L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution
for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Wells Fargo to
effectively assume the obligations of Wells Fargo with respect to such Letters of Credit.


 






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10.07      Treatment
of Certain Information; Confidentiality.


 


Each of the Credit Parties
agrees to maintain the confidentiality of the Confidential Information (as defined below), except that Confidential Information may be
disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents,
funding sources, attorneys, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Confidential Information and instructed to keep such Confidential Information confidential),
(b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority,
such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by
any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder
or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement
of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section,
to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under
this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to
any Loan Party and its obligations, (g) with the consent of the Lead Borrower or (h) to the extent such Confidential Information
(x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to any Credit
Party or any of their respective Affiliates on a non-confidential basis from a source other than the Loan Parties.


 


For purposes of this Section,
 “Confidential Information” means all information received from the Loan Parties or any Subsidiary thereof relating
to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available to any
Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof, provided that, in the case
of information received from any Loan Party or any Subsidiary after the Closing Date, such information is clearly identified at the time
of delivery as confidential. Any Person required to maintain the confidentiality of Confidential 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 Confidential Information as such Person would accord to its own confidential information.


 


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


 






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10.08      Right
of Setoff.


 


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


 


10.09      Interest
Rate Limitation.


 


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


 


10.10      Counterparts;
Integration; Effectiveness.


 


This Agreement may be executed
in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which
when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among
the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating
to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have
been executed by the Agent and when the Agent shall have received counterparts hereof that, when taken together, bear the signatures of
each of the other parties hereto. DeliveryExecution
of an executedany such
counterpart may be executed by means of (a) an
electronic signature pagethat
complies with the federal Electronic Signatures in Global and National Commerce Act, as in effect from time to time, state enactments
of the Uniform Electronic Transactions Act, as in effect from time to time, or any other relevant and applicable electronic signatures
law; (b) an original manual signature; or (c) a faxed, scanned, or photocopied manual signature. Each electronic signature or
faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence
as an original manual signature. The Agent reserves the right, in its sole discretion, to accept, deny, or condition acceptance of any
electronic signature on this Agreement or on any notice delivered to the Agent under this Agreement. Any party delivering an executed
counterpart of this Agreement by facsimile, pdf., or other electronic transmission shall be
as effective as delivery of afaxed, scanned or photocopied
manual signature shall also deliver an original manually executed counterpart of this Agreement,
but the failure to deliver an original manually executed counterpart shall not affect the validity, enforceability and binding effect
of this Agreement. The foregoing shall apply to each other Loan Document, and any notice delivered hereunder or thereunder, mutatis
mutandis.


 






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10.11      Survival.


 


All representations and warranties
made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the
Credit Parties, regardless of any investigation made by any Credit Party or on their behalf and notwithstanding that any Credit Party
may have had notice or knowledge of any Default or Event of Default at the time of any Credit Extension, and shall continue in full force
and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain
outstanding. Further, the provisions of Sections 3.01, 3.04, 3.05 and 10.04 and Article IX shall
survive and remain in full force and effect regardless of the repayment of the Obligations, the expiration or termination of the Letters
of Credit and the Commitments or the termination of this Agreement or any provision hereof. In connection with the termination of this
Agreement and the release and termination of the security interests in the Collateral, the Agent may require such indemnities and collateral
security as they shall reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits
previously applied to the Obligations that may subsequently be reversed or revoked, (y) any obligations that may thereafter arise
with respect to the Other Liabilities and (z) any Obligations that may thereafter arise under Section 10.04.


 


10.12      Severability.


 


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


 


10.13      Replacement
of Lenders.


 


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


 


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


 


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


 






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


 


(d)           such
assignment does not conflict with applicable Laws.


 


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


 


10.14      Governing
Law; Jurisdiction; Etc.


 


(a)            GOVERNING
LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT
TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, BUT INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.


 


(b)            SUBMISSION
TO JURISDICTION. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION
OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN
DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT,
AND EACH OF THE LOAN PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING
MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL
COURT. EACH OF THE LOAN PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER
LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY CREDIT PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 


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


 


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


 






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(e)            ACTIONS
COMMENCED BY LOAN PARTIES. EACH LOAN PARTY AGREES THAT ANY ACTION COMMENCED BY ANY LOAN PARTY ASSERTING ANY CLAIM ARISING UNDER OR
IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT SOLELY IN A COURT OF THE STATE OF NEW YORK SITTING IN NEW
YORK COUNTY OR ANY FEDERAL COURT SITTING THEREIN AS THE AGENT MAY ELECT IN ITS SOLE DISCRETION AND CONSENTS TO THE EXCLUSIVE JURISDICTION
OF SUCH COURTS WITH RESPECT TO ANY SUCH ACTION AND ANY COUNTERCLAIM BROUGHT BY ANY LOAN PARTY SHALL BE IN THE SAME COURT AS THE INITIAL
CLAIM WAS BROUGHT.


 


10.15      Waiver
of Jury Trial.


 


EACH PARTY HERETO HEREBY IRREVOCABLY
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 OR 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, AGENT OR ATTORNEY
OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


10.16      No
Advisory or Fiduciary Responsibility.


 


In connection with all aspects
of each transaction contemplated hereby, the Loan Parties each acknowledge and agree that: (i) the credit facility provided for hereunder
and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification
hereof or of any other Loan Document) are an arm’s-length commercial transaction between the Loan Parties, on the one hand, and
the Credit Parties, on the other hand, and each of the Loan Parties is capable of evaluating and understanding and understands and accepts
the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver
or other modification hereof or thereof); (ii) in connection with the process leading to such transaction, the each Credit Party
is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for the Loan Parties or any of their
respective Affiliates, stockholders, creditors or employees or any other Person; (iii) none of the Credit Parties has assumed or
will assume an advisory, agency or fiduciary responsibility in favor of the Loan Parties with respect to any of the transactions contemplated
hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan
Document (irrespective of whether any of the Credit Parties has advised or is currently advising any Loan Party or any of its Affiliates
on other matters) and none of the Credit Parties has any obligation to any Loan Party or any of its Affiliates with respect to the transactions
contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (iv) the Credit Parties
and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan
Parties and their respective Affiliates, and none of the Credit Parties has any obligation to disclose any of such interests by virtue
of any advisory, agency or fiduciary relationship; and (v) the Credit Parties have not provided and will not provide any legal, accounting,
regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification
hereof or of any other Loan Document) and each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors
to the extent it has deemed appropriate. Each of the Loan Parties hereby waives and releases, to the fullest extent permitted by law,
any claims that it may have against each of the Credit Parties with respect to any breach or alleged breach of agency or fiduciary duty.


 






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10.17      USA
PATRIOT Act Notice.


 


Each Lender that is subject
to the Act (as hereinafter defined) and the Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant
to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”),
it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address
of each Loan Party and other information that will allow such Lender, the Agent to identify each Loan Party in accordance with the Act.
In addition, Agent and each Lender shall have the right to periodically conduct
due diligence on all Loan Parties, their senior management and key principals and legal and beneficial owners. Each Loan Party agrees
to cooperate in respect of the conduct of such due diligence (including, without limitation, promptly following any request therefor,
providing such information and documentation reasonably requested by Agent or any Lender for purposes of compliance with the Patriot Act,
any beneficial ownership regulation or other applicable Anti-Money Laundering Laws) and further agrees that the reasonable costs and charges
for any such due diligence by Agent shall constitute Credit Party Expenses hereunder and be for the account of Borrowers. 
Each Loan Party is in compliance, in all material respects, with the Patriot Act. No part of the proceeds of the Loans will be used by
the Loan Parties, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political
party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or
obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.


 


10.18      Foreign
Asset Control Regulations.


 


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


 


10.19      Time
of the Essence.


 


Time is of the essence of
the Loan Documents.


 


10.20      Press
Releases.


 


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


 






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(b)            Each
Loan Party consents to the publication by the Agent or any Lender of advertising material, including any “tombstone” or comparable
advertising, on its website or in other marketing materials of Agent, relating to the financing transactions contemplated by this Agreement
using any Loan Party’s name, product photographs, logo, trademark or other insignia. The Agent or such Lender shall provide a draft
reasonably in advance of any advertising material to the Lead Borrower for review and comment prior to the publication thereof. The Agent
reserves the right to provide to industry trade organizations and loan syndication and pricing reporting services information necessary
and customary for inclusion in league table measurements.


 


10.21      Additional
Waivers.


 


(a)            The
Obligations are the joint and several obligation of each Loan Party. To the fullest extent permitted by applicable Law, the obligations
of each Loan Party shall not be affected by (i) the failure of any Credit Party to assert any claim or demand or to enforce or exercise
any right or remedy against any other Loan Party under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any
rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement or any other Loan
Document, or (iii) the failure to perfect any security interest in, or the release of, any of the Collateral or other security held
by or on behalf of the Agent or any other Credit Party.


 


(b)            The
obligations of each Loan Party shall not be subject to any reduction, limitation, impairment or termination for any reason (other than
the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver,
release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim,
recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise.
Without limiting the generality of the foregoing, the obligations of each Loan Party hereunder shall not be discharged or impaired or
otherwise affected by the failure of the Agent or any other Credit Party to assert any claim or demand or to enforce any remedy under
this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default,
failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might
in any manner or to any extent vary the risk of any Loan Party or that would otherwise operate as a discharge of any Loan Party as a matter
of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments).


 


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


 






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(d)            Each
Borrower is obligated to repay the Obligations as joint and several obligors under this Agreement. Upon payment by any Loan Party of any
Obligations, all rights of such Loan Party against any other Loan Party arising as a result thereof by way of right of subrogation, contribution,
reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment
in full in cash of all the Obligations and the termination of the Commitments. In addition, any indebtedness of any Loan Party now or
hereafter held by any other Loan Party is hereby subordinated in right of payment to the prior indefeasible payment in full of the Obligations
and no Loan Party will demand, sue for or otherwise attempt to collect any such indebtedness. If any amount shall erroneously be paid
to any Loan Party on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such
indebtedness of any Loan Party, such amount shall be held in trust for the benefit of the Credit Parties and shall forthwith be paid to
the Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of this Agreement
and the other Loan Documents. Subject to the foregoing, to the extent that any Borrower shall, under this Agreement as a joint and several
obligor, repay any of the Obligations constituting Loans made to another Borrower hereunder or other Obligations incurred directly and
primarily by any other Borrower (an “Accommodation Payment”), then the Borrowers making such Accommodation Payment
shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrowers in an amount, for each of
such other Borrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower’s
Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Borrowers. As of any date of determination,
the “Allocable Amount” of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments
which could be asserted against such Borrower hereunder without (a) rendering such Borrower “insolvent” within the meaning
of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or
Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower with unreasonably
small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5
of the UFCA, or (c) leaving such Borrower unable to pay its debts as they become due within the meaning of Section 548 of the
Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.


 


10.22      No
Strict Construction.


 


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


 


10.23      Attachments.


 


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


 






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10.24      Keepwell.


 


Each Qualified ECP Guarantor
hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed
from time to time by each other Loan Party to honor all of its obligations under the Facility Guaranty in respect of Swap Obligations
(provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.24 for the maximum amount
of such liability that can be hereby incurred without rendering its obligations under this Section 10.24, or otherwise under
the Facility Guaranty, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater
amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until payment in
full of the Obligations. Each Qualified ECP Guarantor intends that this Section 10.24 constitute, and this Section 10.24
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.


 


10.25      Acknowledgement
and Consent to Bail-In of EEA FinancingAffected
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 Lender that is an EEAAffected
Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and
conversion powers of an EEAthe
applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)            the
application of any Write-Down and Conversion Powers by an EEAthe
applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lenderparty
hereto that is an EEAAffected
Financial Institution; and


 


(b)           the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)            a
reduction in full or in part or cancellation of any such liability;


 


(ii)           a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEAAffected
Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that
such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this
Agreement or any other Loan Document; or


 


the variation of the terms of such liability in
connection with the exercise of the write-down and conversion powers of any EEAthe
applicable Resolution Authority.


 






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10.26      Acknowledgement
Regarding Any Supported QFCs.


 


To the extent that the Loan
Documents provide support, through a guarantee or otherwise, for any swap 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):


 


(a)            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.


 


(b)            As
used in this Section 10.26, the following terms have the following meanings:


 


“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.


 


“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).


 


“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.


 


“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).


 


10.27      Amendment
and Restatement.


 


Effective immediately upon
the Closing Date, the terms and conditions of the Existing Credit Agreement shall be amended and restated as set forth herein and the
Existing Credit Agreement shall be superseded by this Agreement. On the Closing Date, the rights and obligations of the parties evidenced
by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents and the grant of security interests
and Liens in the Collateral under the Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing
Credit Agreement) by the Borrowers and the Guarantors party thereto shall continue under this Agreement and the other Loan Documents,
and shall not in any event be terminated, extinguished or annulled but shall hereafter continue to be in full force and effect and be
governed by this Agreement and the other Loan Documents. All Obligations (as defined in the Existing Credit Agreement) under the Existing
Credit Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement) shall continue to be outstanding
except as expressly modified by this Agreement and shall be governed in all respects by this Agreement and the other Loan Documents, it
being agreed and understood that this Agreement does not constitute a novation, satisfaction, payment or reborrowing of any Obligation
(as defined in the Existing Credit Agreement) under the Existing Credit Agreement or any other “Loan Document” (as defined
in the Existing Credit Agreement), nor does it operate as a waiver of any right, power or remedy of any Lender under any “Loan Document”
(as defined in the Existing Credit Agreement). All references to the Existing Credit Agreement in any Loan Document or other document
or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof.


 






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10.28      Erroneous
Payments.


 


(a)            Each
Lender, each L/C Issuer, each other provider of Bank Products or Cash Management Services and any other party hereto (it being understood,
for the avoidance of doubt, that this Section 10.28 excludes and shall not apply to the Loan Parties) hereby severally agrees that
if (i) the Agent notifies (which such notice shall be conclusive absent manifest error) such Lender or L/C Issuer or any provider
of Bank Products or Cash Management Services (or the Lender which is an Affiliate of a Lender, L/C Issuer or provider or Bank Products
or Cash Management Services) or any other Person that has received funds from the Agent or any of its Affiliates, either for its own account
or on behalf of a Lender, L/C Issuer or provider of Bank Products or Cash Management Services (each such recipient, a “Payment Recipient”)
that the Agent has determined in its sole discretion that any funds received by such Payment Recipient were erroneously transmitted to,
or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Payment Recipient) or (ii) any
Payment Recipient receives any payment from the Agent (or any of its Affiliates) (x) that is in a different amount than, or on a
different date from, that specified in a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates) with
respect to such payment, prepayment or repayment, as applicable, (y) that was not preceded or accompanied by a notice of payment,
prepayment or repayment sent by the Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable,
or (z) that such Payment Recipient otherwise becomes aware was transmitted or received in error or by mistake (in whole or in part)
then, in each case, an error in payment shall be presumed to have been made (any such amounts specified in clauses (i) or (ii) of
this Section 10.28(a), whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise;
individually and collectively, an “Erroneous Payment”), then, in each case, such Payment Recipient is deemed to have knowledge
of such error at the time of its receipt of such Erroneous Payment; provided that nothing in this Section shall require the Agent
to provide any of the notices specified in clauses (i) or (ii) above. Each Payment Recipient agrees that it shall not assert
any right or claim to any Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with
respect to any demand, claim or counterclaim by the Agent for the return of any Erroneous Payments, including without limitation waiver
of any defense based on “discharge for value” or any similar doctrine.


 


(b)            Without
limiting the immediately preceding clause (a), each Payment Recipient agrees that, in the case of clause (a)(ii) above, it shall
promptly notify the Agent in writing of such occurrence.


 


(c)            In
the case of either clause (a)(i) or (a)(ii) above, such Erroneous Payment shall at all times remain the property of the Agent
and shall be segregated by the Payment Recipient and held in trust for the benefit of the Agent, and upon demand from the Agent such Payment
Recipient shall (or, shall cause any Person who received any portion of an Erroneous Payment on its behalf to), promptly, but in all events
no later than one Business Day thereafter, return to the Agent the amount of any such Erroneous Payment (or portion thereof) as to which
such a demand was made in same day funds and in the currency so received, together with interest thereon in respect of each day from and
including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid
to the Agent at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on
interbank compensation from time to time in effect.


 






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(d)            In
the event that an Erroneous Payment (or portion thereof) is not recovered by the Agent for any reason, after demand therefor by the Agent
in accordance with immediately preceding clause (c), from any Lender that is a Payment Recipient or an Affiliate of a Payment Recipient
(such unrecovered amount as to such Lender, an “Erroneous Payment Return Deficiency”), then at the sole discretion of the
Agent and upon the Agent’s written notice to such Lender (i) such Lender shall be deemed to have made a cashless assignment
of the full face amount of the portion of its Loans (but not its Commitments) with respect to which such Erroneous Payment was made (the
 “Erroneous Payment Impacted Loans”) to the Agent or, at the option of the Agent, the Agent’s applicable lending affiliate
(such assignee, the “Agent Assignee”) in an amount that is equal to the Erroneous Payment Return Deficiency (or such lesser
amount as the Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Loans, the “Erroneous
Payment Deficiency Assignment”) plus any accrued and unpaid interest on such assigned amount, without further consent or approval
of any party hereto and without any payment by the Agent Assignee as the assignee of such Erroneous Payment Deficiency Assignment. Without
limitation of its rights hereunder, following the effectiveness of the Erroneous Payment Deficiency Assignment, the Agent may make a cashless
reassignment to the applicable assigning Lender of any Erroneous Payment Deficiency Assignment at any time by written notice to the applicable
assigning Lender and upon such reassignment all of the Loans assigned pursuant to such Erroneous Payment Deficiency Assignment shall be
reassigned to such Lender without any requirement for payment or other consideration. The parties hereto acknowledge and agree that (1) any
assignment contemplated in this clause (d) shall be made without any requirement for any payment or other consideration paid by the
applicable assignee or received by the assignor, (2) the provisions of this clause (d) shall govern in the event of any conflict
with the terms and conditions of Section 10.06 and (3) the Agent may reflect such assignments in the Register without further
consent or action by any other Person.


 


(e)            Each
party hereto hereby agrees that (x) in the event an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient
that has received such Erroneous Payment (or portion thereof) for any reason, the Agent (1) shall be subrogated to all the rights
of such Payment Recipient and (2) is authorized to set off, net and apply any and all amounts at any time owing to such Payment Recipient
under any Loan Document, or otherwise payable or distributable by the Agent to such Payment Recipient from any source, against any amount
due to the Agent under this Section 10.28 or under the indemnification provisions of this Agreement, (y) the receipt of an Erroneous
Payment by a Payment Recipient shall not for the purpose of this Agreement be treated as a payment, prepayment, repayment, discharge or
other satisfaction of any Obligations owed by the Borrowers or any other Loan Party, except, in each case, to the extent such Erroneous
Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Agent from the
Borrowers or any other Loan Party for the purpose of making for a payment on the Obligations and (z) to the extent that an Erroneous
Payment was in any way or at any time credited as payment or satisfaction of any of the Obligations, the Obligations or any part thereof
that were so credited, and all rights of the Payment Recipient, as the case may be, shall be reinstated and continue in full force and
effect as if such payment or satisfaction had never been received.


 


(f)            Each
party’s obligations under this Section 10.28 shall survive the resignation or replacement of the Agent or any transfer of right
or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of
all Obligations (or any portion thereof) under any Loan Document.


 


The
provisions of this Section 10.28 to the contrary notwithstanding, (i) nothing in this Section 10.28 will constitute a waiver
or release of any claim of any party hereunder arising from any Payment Recipient’s receipt of an Erroneous Payment and (ii) there
will only be deemed to be a recovery of the Erroneous Payment to the extent that the Agent has received payment from the Payment Recipient
in immediately available funds the Erroneous Payment Return Deficiency, whether directly from the Payment Recipient, as a result of the
exercise by the Agent of its rights of subrogation or set off as set forth above in clause (e) or as a result of the receipt by Agent
Assignee of a payment of the outstanding principal balance of the Loans assigned to Agent Assignee pursuant to an Erroneous Payment Deficiency
Assignment, but excluding any other amounts in respect thereof (it being agreed that any payments of interest, fees, expenses or other
amounts (other than principal) received by Agent Assignee in respect of the Loans assigned to Agent Assignee pursuant to an Erroneous
Payment Deficiency Assignment shall be the sole property of the Agent Assignee and shall not constitute a recovery of the Erroneous Payment).


 


[Signature Pages to Follow]


 






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ANNEX B


 


SCHEDULE 2.01


 


Commitments and Applicable Percentages


 


	Lender	 	Revolving Commitment	 	 	Applicable Percentage	 
	Wells Fargo Bank, National Association	 	$	310,000,000.00	 	 	 	38.750000000	%
	US Bank National Association	 	$	190,000,000.00	 	 	 	23.750000000	%
	Bank of America, N.A.	 	$	175,000,000.00	 	 	 	21.875000000	%
	BMO Harris Bank, N.A.	 	$	75,000,000.00	 	 	 	9.375000000	%
	Regions Bank	 	$	50,000,000.00	 	 	 	6.250000000	%
	Total:	 	$	800,000,000.00	 	 	 	100.000000000	%



 





     


     


    

 


ANNEX C


 


Exhibit A


 


Committed
LOAN NOTICE


 


See attached.


 






     


     


    

 


EXHIBIT A


 


[FORM OF] COMMITTED LOAN NOTICE


 


Date: ___________, 20___


 


	To:	Wells Fargo Bank, National Association, as Agent



 


Ladies and Gentlemen:


 


Reference is made to the Amended
and Restated Credit Agreement dated as of September 30, 2016 (as amended, restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”) among (i) Floor and Decor Outlets of America, Inc., a Delaware corporation,
for itself and as Lead Borrower (in such capacity, the “Lead Borrower”) for the other Borrowers party thereto from
time to time (individually, a “Borrower” and, collectively, the “Borrowers”), (ii) the Borrowers
party thereto from time to time, (iii) the Guarantors party thereto from time to time, (iv) Wells Fargo Bank, National Association,
as administrative agent and collateral agent (in such capacities, the “Agent”) for its own benefit and the benefit
of the other Credit Parties referred to therein, (v) Wells Fargo Bank, National Association, as Swing Line Lender, and (vi) the
Lenders from time to time party thereto (individually, a “Lender” and, collectively, the “Lenders”).
All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Credit Agreement.


 


		1.	The Lead Borrower hereby requests [a Revolving Credit Borrowing][a conversion of Committed Revolving Loans
(or any portion thereof) from one Type to the other][a continuation of SOFR Loans]1:



 


		(a)	On______________ (a Business Day)2



 


		(b)	In the principal amount of $_____________________3



 


		(c)	Comprised of [Base Rate][SOFR]Loans (Type of Committed Revolving Loan)4



 


		(d)	[With an Interest Period of ____ months].5



  





 



1 A Revolving Credit Borrowing must
be a borrowing consisting of simultaneous Committed Revolving Loans of the same Type and, in the case of SOFR Loans which are Committed
Revolving Loans, must have the same Interest Period.


 


2 Each notice of a Revolving Credit
Borrowing, a conversion of Committed Revolving Loans (or any portion thereof) from one Type to the other, or a continuation of SOFR Loans
must be received by the Agent not later than 1:00 p.m. (i) three (3) U.S. Government Securities Business Days prior to the requested
date of any Borrowing of, conversion to or continuation of SOFR Loans or any conversion of SOFR Loans to Base Rate Loans, and (ii) one
(1) Business Day prior to the requested date of any Borrowing of Base Rate Loans.


 


3 Each Borrowing of, conversion to,
or continuation of SOFR Loans must be in a principal amount of $500,000 or a whole multiple of $250,000 in excess thereof. Each Borrowing
of, conversion to, or continuation of Base Rate Loans must be in a principal amount of $500,000 or a whole multiple of $250,000 in excess
thereof.


 


4 Committed Revolving Loans may be
either Base Rate Loans or SOFR Loans. If the Type of Committed Loan is not specified, then the applicable Committed Revolving Loans will
be made as Base Rate Loans.


 


5  For SOFR Loans
only: The Lead Borrower may request a Borrowing of SOFR Loans with an Interest Period of one, three or six months. If no election of
Interest Period is specified, then the Lead Borrower will be deemed to have specified an Interest Period of one month.


 



     


     


    

 


The Lead Borrower hereby
represents and warrants that (a) the Borrowing, conversion, or continuation requested herein complies with Section 2.02 of
the Credit Agreement and (b) the conditions specified in [[Section 4.01]6[Section 4.02]7] of the
Credit Agreement have been satisfied on and as of the date specified in Item 1(a) above.


 


[signature page follows]


 





 



6 For the initial Credit Extension on the Closing Date.


 


7 For all Credit
Extensions after the Closing Date.


 






    	 	2	 



     


    

 


Dated as of the date above first written.


 


	 	FLOOR AND DECOR OUTLETS OF AMERICA, INC., as Lead Borrower
	 	 	 
	 	By: 	                     
	 	Name:	 
	 	Title:	 




 


Signature
Page to Committed Loan Notice