Exhibit 10.1


 


EXECUTION VERSION


 


AMENDMENT NO. 2 TO AMENDED AND RESTATED

CREDIT AGREEMENT


 


THIS AMENDMENT NO. 2
TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of July 8, 2020, is entered into
by and among Winnebago Industries, Inc., an Iowa corporation (the “Company”), Winnebago of Indiana, LLC,
an Iowa limited liability company (“Winnebago of Indiana”), Grand Design RV, LLC, an Indiana limited liability
company (“Grand Design”), Newmar Corporation, an Indiana corporation (“Newmar”; and together
with the Company, Winnebago of Indiana and Grand Design, the “Borrowers”), the other Loan Parties party hereto,
the financial institutions party hereto as Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative
Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Credit
Agreement referenced below.


 


WITNESSETH


 


WHEREAS, the Borrowers,
the other Loan Parties party thereto (including Octavius Corporation), the financial institutions from time to time party thereto
as Lenders (collectively, the “Lenders”) and the Administrative Agent are parties to an Amended and Restated
Credit Agreement, dated as of October 22, 2019 (as amended, restated, supplemented or otherwise modified prior to the date
hereof, the “Existing Credit Agreement”; and as further amended by this Amendment, the “Credit Agreement”);


 


WHEREAS, the Borrowers
have requested that the Lenders and the Administrative Agent agree to make certain amendments to the Existing Credit Agreement;
and


 


WHEREAS, the Lenders
party hereto and the Administrative Agent have agreed to such amendments on the terms and conditions set forth herein;


 


NOW, THEREFORE, in consideration
of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Borrowers, the other Loan Parties party hereto, the Lenders party hereto
and the Administrative Agent hereby agree as follows:


 


Section 1.     Amendments
to the Existing Credit Agreement. The parties hereto agree that, effective as of the date of satisfaction of the
condition precedent set forth in Section 2 below (such date, the “Effective Date”), (i) the
Existing Credit Agreement and Exhibits thereto shall be amended to delete the stricken text (indicated textually in the same manner
as the following example: stricken text) and to add the double-underlined text
(indicated textually in the same manner as the following example: double-underlined text)
as set forth in the pages of the Credit Agreement and Exhibits thereto attached as Annex A hereto; and (ii) Schedule
6.05 to the Credit Agreement is hereby amended and restated in its entirety to read as set forth on Annex B attached hereto.


 


Section 2.     Conditions
of Effectiveness. The effectiveness of this Amendment is subject to the condition precedent that the Administrative
Agent shall have received counterparts to this Amendment, duly executed by each of the Borrowers, the other Loan Parties, the
Required Lenders and the Administrative Agent.


 


Section 3.     Representations
and Warranties of the Loan Parties. Each Loan Party hereby represents and warrants as follows:


 


(a)            This
Amendment has been duly executed and delivered by it and constitutes its legal, valid and binding obligations, enforceable in
accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’
rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at
law.


 






    	 	1	 



     


    

 


(b)            Immediately
after giving effect to this Amendment, the representations and warranties of the Loan Parties set forth in the Loan Documents
shall be true and correct in all material respects (provided that any representation or warranty that is qualified by
materiality, Material Adverse Effect or similar language shall be true and correct in all respects) on and as of the date
hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case
they shall be true and correct in all material respects (provided that any representation or warranty that is
qualified by materiality, Material Adverse Effect or similar language shall be true and correct in all respects) as of such
earlier date.


 


(c)            Immediately
after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.


 


Section 4.     Reaffirmation.
Except as specifically set forth in this Amendment, the Loan Documents shall remain in full force and effect and are
hereby reaffirmed, ratified and confirmed. To the extent that any provision of this Amendment conflicts with any terms or conditions
set forth in the Loan Documents, the provisions of this Amendment shall supersede and control. Except as expressly provided herein,
the execution and delivery of this Amendment shall not: (i) constitute an extension, modification, or waiver of any aspect
of the Loan Documents or any right or remedy thereunder; (ii) extend the terms of the Loan Documents or the due date of any
of the loans set forth therein; (iii) establish a course of dealing between the Administrative Agent, the Issuing Bank and/or
the Lenders and the Loan Parties or give rise to any obligation on the part of the Administrative Agent, the Issuing Bank and/or
any Lender to extend, modify or waive any term or condition of the Loan Documents; or (iv) give rise to any defenses or counterclaims
to the Administrative Agent’s, the Issuing Bank’s and/or any Lender’s right to compel payment of any loan or
to otherwise enforce its rights and remedies under the Loan Documents. Each of the Loan Parties restates, acknowledges and agrees
that the Secured Obligations are outstanding without claim, offset, counterclaim, defense or affirmative defense of any kind and
the Secured Obligations remain the continuing and individual obligations of the Loan Parties, until the termination of all Commitments,
payment and satisfaction in full in cash of all Secured Obligations (other than Unliquidated Obligations), and the cash collateralization
of all Unliquidated Obligations in a manner satisfactory to the Administrative Agent.


 


Section 5.     Effect
on Credit Agreement.     Upon the effectiveness of this Amendment, on and after the
date hereof, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,”
 “herein” or words of like import shall mean and be a reference to the Credit Agreement, as amended and modified hereby.
This Amendment is a Loan Document.


 


Section 6.     Governing
Law. This Amendment shall be governed by and construed in accordance with THE LAWS of the State of new york.


 


Section 7.     Headings.
Section headings in this Amendment are included herein for convenience of reference only and shall not constitute
a part of this Amendment for any other purpose.


 


Section 8.     Counterparts.
This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts
and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A facsimile or PDF copy
of any signature hereto shall have the same effect as the original thereof.


 


[The remainder of this page is intentionally
blank.]


 






    	 	2	 



     


    

 


 


IN WITNESS WHEREOF,
this Amendment has been duly executed as of the day and year first above written.


 


	 	Winnebago
    Industries, Inc.
	 	 
	 	 
	 	By:
    	/s/
    Bryan Hughes
	 	 	Name:
    Bryan Hughes
	 	 	Title:
    Chief Financial Officer
	 	 

        Winnebago of
        Indiana, LLC

	 	 
	 	 
	 	By:
    	/s/
    Bert Jameson
	 	 	Name:
    Bert Jameson
	 

         
	 	Title:
    Treasurer
	 	Grand
    design rv, llc
	 	 
	 	 
	 	By:
    	/s/
    Bert Jameson
	 	 	Name:
    Bert Jameson
	 

         
	 	Title:
    Treasurer
	 	NEWMAR
    CORPORATION
	 	 
	 	 
	 	By:
    	/s/
    Bert Jameson
	 	 	Name:
    Bert Jameson
	 	 	Title: Treasurer

         

	 	OCTAVIUS
    CORPORATION
	 	 
	 	 
	 	By:
    	/s/
    Bryan Hughes
	 	 	Name:
    Bryan Hughes
	 	 	Title: Chief Financial Officer

         




 


Signature Page to Amendment No. 2 to Amended
 & Restated Credit Agreement


Winnebago Industries, Inc.


 






    	 		 



     


    

 


	 	 

        JPMORGAN CHASE BANK, N.A., individually as 

	 	a Lender,
        as Swingline Lender, as an Issuing Bank
	 	and as Administrative Agent
	 	 
	 	By:	/s/
    John Morrone
	 	 	Name:
    John Morrone
	 	 	Title:
    Authorized Officer


 


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


Winnebago Industries, Inc.


 






    	 		 



     


    

 


	 	 

        GOLDMAN SACHS BANK USA, individually as a 

	 	Lender
	 	 
	 	By:	/s/
    Charles Johnston
	 	 	Name:
    Charles Johnston
	 	 	Title:
    Authorized Signatory


 


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


Winnebago Industries, Inc.


 






    	 		 



     


    

 


	 	 

        BMO HARRIS BANK N.A., individually as a 

	 	Lender
	 	 
	 	By:	/s/
    Stephanie Bach
	 	 	Name:
    Stephanie Bach
	 	 	Title:
    Vice President


 


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


Winnebago Industries, Inc.


 






    	 		 



     


    

 



 


Annex A


 


[see attached]


 









     


     


    

 


CONFORMED COPY FOR AMENDMENT NO. 1 DATED
AS OF OCTOBER


22NOVEMBER
15, 2019


AND
AMENDMENT NO. 2 DATED AS OF JULY 8, 2020


 





 


AMENDED AND RESTATED

CREDIT AGREEMENT


 


dated as of


 


October 22, 2019


 


among


 


WINNEBAGO INDUSTRIES, INC.


 


WINNEBAGO OF INDIANA, LLC


 


GRAND DESIGN RV, LLC


 


NEWMAR CORPORATION


 


The Other Loan Parties Party Hereto


 


The Lenders Party Hereto


 


JPMORGAN CHASE BANK, N.A.

as Administrative Agent


 


and


 


BMO HARRIS BANK N.A.

as Syndication Agent


 





 



 


JPMORGAN CHASE BANK, N.A.

as Sole Bookrunner and Sole Lead Arranger


 


ASSET BASED LENDING


 


 






     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	Article I
    Definitions	1
	 	 	 
	Section 1.01.	Defined Terms	1
	Section 1.02.	Classification of Loans and Borrowings	46
	Section 1.03.	Terms Generally	47
	Section 1.04.	Accounting Terms; GAAP; Pro Forma Calculations	47
	Section 1.05.	Status of Obligations	48
	Section 1.06.	Interest Rates; LIBOR Notifications	49
	Section 1.07.	Amendment and Restatement of the Existing
    Credit Agreement	49
	 	 	 
	Article II
    The Credits	50
	 	 	 
	Section 2.01.	Commitments	50
	Section 2.02.	Loans and Borrowings	50
	Section 2.03.	Requests for Borrowings	52
	Section 2.04.	Protective Advances	53
	Section 2.05.	Swingline Loans and Overadvances	54
	Section 2.06.	Letters of Credit	56
	Section 2.07.	Funding of Borrowings	64
	Section 2.08.	Interest Elections	65
	Section 2.09.	Termination and Reduction of Commitments;
    Increase in Commitments	67
	Section 2.10.	Repayment of Loans; Evidence of Debt	69
	Section 2.11.	Prepayment of Loans	70
	Section 2.12.	Fees	71
	Section 2.13.	Interest	72
	Section 2.14.	Alternate Rate of Interest; Illegality	74
	Section 2.15.	Increased Costs	75
	Section 2.16.	Break Funding Payments	77
	Section 2.17.	Taxes	78
	Section 2.18.	Payments Generally; Allocation of Proceeds;
    Pro Rata Treatment; Sharing of Set-offs	82
	Section 2.19.	Mitigation Obligations; Replacement of Lenders	86
	Section 2.20.	Defaulting Lenders	87
	Section 2.21.	Returned Payments	90
	Section 2.22.	Banking Services and Swap Agreements	90



 






    	 	i	 



     


    

 


	Article III
    Representations and Warranties	90
	 	 	 
	Section 3.01.	Organization; Powers	91
	Section 3.02.	Authorization; Enforceability	91
	Section 3.03.	Governmental Approvals; No Conflicts	91
	Section 3.04.	Financial Condition; No Material Adverse
    Change	91
	Section 3.05.	Properties	92
	Section 3.06.	Litigation and Environmental Matters	92
	Section 3.07.	Compliance with Laws and Agreements; No Default	93
	Section 3.08.	Investment Company Status	93
	Section 3.09.	Taxes	93
	Section 3.10.	ERISA	93
	Section 3.11.	Disclosure	93
	Section 3.12.	Material Agreements	94
	Section 3.13.	Margin Stock	94
	Section 3.14.	Liens	94
	Section 3.15.	Capitalization and Subsidiaries	94
	Section 3.16.	No Burdensome Restrictions	94
	Section 3.17.	Solvency	94
	Section 3.18.	Insurance	95
	Section 3.19.	Security Interest in Collateral	95
	Section 3.20.	Employment Matters	96
	Section 3.21.	Anti-Corruption Laws and Sanctions	96
	Section 3.22.	EEA Financial Institutions	96
	Section 3.23.	Use of Proceeds	96
	Section 3.24.	Plan Assets; Prohibited Transactions	96
	 	 	 
	Article IV
    Conditions	96
	 	 	 
	Section 4.01.	Effective Date	96
	Section 4.02.	Each Other Credit Event	98
	 	 	 
	Article V
    Affirmative Covenants	98
	 	 	 
	Section 5.01.	Financial Statements; Borrowing Base and
    Other Information	98
	Section 5.02.	Notices of Material Events	102
	Section 5.03.	Existence; Conduct of Business	103
	Section 5.04.	Payment of Obligations	103
	Section 5.05.	Maintenance of Properties	103
	Section 5.06.	Books and Records; Inspection Rights	103
	Section 5.07.	Compliance with Laws and Material Contractual
    Obligations	104
	Section 5.08.	Use of Proceeds	104
	Section 5.09.	Insurance	104
	Section 5.10.	Casualty and Condemnation	105
	Section 5.11.	Appraisals	105
	Section 5.12.	Field Examinations	105
	Section 5.13.	Accuracy of Information	105
	Section 5.14.	Additional Collateral; Further Assurances	106



 






    	 	ii	 



     


    

 


	Article VI
    Negative Covenants	108
	 	 	 
	Section 6.01.	Indebtedness	109
	Section 6.02.	Liens	112
	Section 6.03.	Fundamental Changes	116
	Section 6.04.	Investments, Loans, Advances, Guarantees
    and Acquisitions	117
	Section 6.05.	Asset Sales	122
	Section 6.06.	Sale and Leaseback Transactions	125
	Section 6.07.	Swap Agreements	125
	Section 6.08.	Transactions with Affiliates	125
	Section 6.09.	Restricted Payments	127
	Section 6.10.	Subordinated Indebtedness and Amendments
    to Subordinated Indebtedness Documents	129
	Section 6.11.	Restrictive Agreements	130
	Section 6.12.	Fixed Charge Coverage Ratio	132
	Section 6.13.	[Intentionally Omitted]	132
	Section 6.14.	Depository Banks	132
	 	 	 
	Article VII
    Events of Default	132
	 	 	 
	Article VIII
    The Administrative Agent	136
	 	 	 
	Section 8.01.	Authorization and Action	136
	Section 8.02.	Administrative Agent’s Reliance, Indemnification,
    Etc.	139
	Section 8.03.	Posting of Communications	140
	Section 8.04.	The Administrative Agent Individually	142
	Section 8.05.	Successor Administrative Agent	143
	Section 8.06.	Acknowledgements of Lenders and Issuing Bank	144
	Section 8.07.	Collateral Matters	145
	Section 8.08.	Credit Bidding	147
	Section 8.09.	Certain ERISA Matters	147
	Section 8.10.	Flood Laws	149
	 	 	 
	Article IX
    Miscellaneous	149
	 	 	 
	Section 9.01.	Notices	149
	Section 9.02.	Waivers; Amendments	151
	Section 9.03.	Expenses; Indemnity; Damage Waiver	155
	Section 9.04.	Successors and Assigns	158
	Section 9.05.	Survival	164
	Section 9.06.	Counterparts; Integration; Effectiveness;
    Electronic Execution	164
	Section 9.07.	Severability	165
	Section 9.08.	Right of Setoff	165
	Section 9.09.	Governing Law; Jurisdiction; Consent to Service
    of Process	166
	Section 9.10.	WAIVER OF JURY TRIAL	167
	Section 9.11.	Headings	167
	Section 9.12.	Confidentiality	167
	Section 9.13.	USA PATRIOT Act	168
	Section 9.14.	Several Obligations; Nonreliance; Violation
    of Law	168
	Section 9.15.	Disclosure	169
	Section 9.16.	Appointment for Perfection	169
	Section 9.17.	Interest Rate Limitation	169
	Section 9.18.	Release of Loan Guarantors	169
	Section 9.19.	Intercreditor Agreements	170
	Section 9.20.	Marketing Consent	170
	Section 9.21.	Acknowledgement and Consent to Bail-In of
    EEA Financial Institutions	170
	Section 9.22.	No Fiduciary Duty, etc.	171
	Section 9.23.	Acknowledgement Regarding Any Supported QFCs	172



 






    	 	iii	 



     


    

 


	Article X
    Loan Guaranty	173
	 	 	 
	Section 10.01.	Guaranty	173
	Section 10.02.	Guaranty of Payment	173
	Section 10.03.	No Discharge or Diminishment of Loan Guaranty	173
	Section 10.04.	Defenses Waived	174
	Section 10.05.	Rights of Subrogation	175
	Section 10.06.	Reinstatement; Stay of Acceleration	175
	Section 10.07.	Information	175
	Section 10.08.	Termination	175
	Section 10.09.	Taxes	175
	Section 10.10.	Maximum Liability	176
	Section 10.11.	Contribution	176
	Section 10.12.	Liability Cumulative	177
	Section 10.13.	Keepwell	177
	 	 	 
	Article XI
    The Borrower Representative	177
	 	 	 
	Section 11.01.	Appointment; Nature of Relationship	177
	Section 11.02.	Powers	178
	Section 11.03.	Employment of Agents	178
	Section 11.04.	Notices	178
	Section 11.05.	Successor Borrower Representative	178
	Section 11.06.	Execution of Loan Documents; Borrowing Base
    Certificate	178
	Section 11.07.	Reporting	179



 


SCHEDULES:


 


Commitment Schedule


	Schedule 3.15	–	Capitalizations
    and Subsidiaries
	Schedule 3.18	–	Insurance
	Schedule 6.01	–	Existing Indebtedness
	Schedule 6.02	–	Existing Liens
	Schedule 6.04	–	Existing Investments
	Schedule 6.05	–	Dispositions
	Schedule 6.08	–	Transactions with
    Affiliates
	Schedule 6.11	–	Restrictive Agreements


 


EXHIBITS:


 


	Exhibit A	–	Form of
    Assignment and Assumption
	Exhibit B-1	–	Form of Borrowing
    Base Certificate
	Exhibit B-2	–	Form Aggregate
    Borrowing Base Certificate
	Exhibit C	–	Form of Compliance
    Certificate
	Exhibit D	–	List of Closing
    Documents
	Exhibit E	–	Form of Joinder
    Agreement
	Exhibit F-1	–	U.S. Tax Certificate
    (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes)
	Exhibit F-2	–	U.S. Tax Certificate
    (For Foreign Participants that are not Partnerships for U.S. Federal Income Tax Purposes)
	Exhibit F-3	–	U.S. Tax Certificate
    (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes)
	Exhibit F-4	–	U.S. Tax Certificate
    (For Foreign that are Partnerships for U.S. Federal Income Tax Purposes)
	Exhibit G-1	–	Form of Borrowing
    Request
	Exhibit G-2	–	Form of Interest
    Election Request


 






    	 	iv	 



     


    

 


 



 


CONFORMED COPY FOR AMENDMENT NO. 1 DATED
AS OF OCTOBER 22NOVEMBER
15, 2019


AND
AMENDMENT NO. 2 DATED AS OF JULY 8, 2020


 


AMENDED AND RESTATED
CREDIT AGREEMENT (this “Agreement”) dated as of October 22, 2019 among Winnebago Industries, Inc.,
Winnebago of Indiana, LLC, GRAND DESIGN RV, LLC and NEWMAR CORPORATION, as Borrowers, the other LOAN PARTIES from time to time
party hereto, the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.


 


WHEREAS, the Loan
Parties, certain of the Lenders and the Administrative Agent are currently party to the Credit Agreement, dated as of November 8,
2016 (as amended prior to the date hereof, the “Existing Credit Agreement”);


 


WHEREAS, the Borrowers,
the other Loan Parties, the Lenders and the Administrative Agent have agreed to enter into this Agreement in order to (i) amend
and restate the Existing Credit Agreement in its entirety; (ii) modify and re-evidence the “Obligations”
under, and as defined in, the Existing Credit Agreement, which shall be repayable in accordance with the terms of this Agreement
and the other Loan Documents; and (iii) set forth the terms and conditions under which the Lenders will, from time to time,
make loans and extend other financial accommodations to or for the benefit of the Loan Parties;


 


WHEREAS, it is the
intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities of the parties under
the Existing Credit Agreement or be deemed to evidence or constitute full repayment of such obligations and liabilities, but that
this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations and liabilities
of the Borrowers and the other Loan Parties outstanding thereunder, which shall be payable in accordance with the terms hereof;
and


 


WHEREAS, it is also
the intent of the Borrowers and the “Loan Guarantors” (as referred to and defined in the Existing Credit Agreement)
to confirm that all obligations under the “Loan Documents” (as referred to and defined in the Existing Credit
Agreement) shall continue in full force and effect as modified and/or restated by the Loan Documents and that, from and after
the Effective Date, all references to the “Credit Agreement” contained in any such existing “Loan
Documents” shall be deemed to refer to this Agreement;


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained herein, the parties hereto hereby agree that the Existing Credit
Agreement is hereby amended and restated as follows:


 


Article I


 


Definitions


 


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


 


“ABR”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest
at a rate determined by reference to the REVLIBOR30 Rate.


 


“ABL Priority
Collateral” has the meaning assigned thereto in the ABL/Term LoanFixed
Asset Intercreditor Agreement, and is intended to indicate that portion of the Collateral subject to a prior Lien
in favor of the Administrative Agent on behalf of the Secured Parties.


 






    


     


    

 


“ABL/Term
LoanFixed
Asset Intercreditor Agreement” means the Intercreditor Agreement, dated as of NovemberJuly 8,
20162020,
by and among the Administrative Agent, as ABL Representative, the Term Loan Agent, as Term
Loan RepresentativeU.S.
Bank National Association, as collateral trustee for the Fixed Asset Secured Parties (as defined therein), and each
of the Loan Parties party thereto.


 


“Acceptable
Field Examination” means, with respect to any assets of any Loan Party, a field examination conducted by the Administrative
Agent or its designee of such assets and related working capital matters and of such Loan Party’s related data processing
and other systems, the results of which shall be satisfactory to the Administrative Agent in its Permitted Discretion.


 


“Acceptable
Inventory Appraisal” means, with respect to any Inventory, an appraisal of such Inventory from one or more firms satisfactory
to the Administrative Agent, which appraisals shall be satisfactory to the Administrative Agent in its Permitted Discretion.


 


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


 


“Account
Debtor” means any Person obligated on an Account.


 


“Acquisition”
means any transaction, or any series of related transactions, consummated on or after the Effective Date, by which any Loan Party
(a) acquires any going business or all or substantially all of the assets of any Person, whether through purchase of assets,
merger or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series
of transactions) at least a majority (in number of votes) of the Equity Interests of a Person which has ordinary voting power
for the election of directors or other similar management personnel of a Person (other than Equity Interests having such power
only by reason of the happening of a contingency) or a majority of the outstanding Equity Interests of a Person.


 


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


 


“Administrative
Agent” means JPMorgan Chase Bank, N.A. (including its successors, branches and affiliates), in its capacity as administrative
agent for the Lenders hereunder.


 


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


 


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


 


“Agent Indemnitee”
has the meaning assigned to it in Section 9.03(c).


 


“Agent Party”
has the meaning assigned to such term in Section 9.01(d).


 


“Aggregate
Availability” means, at any time, the aggregate Availability of all the Borrowers.


 


“Aggregate
Borrowing Base” means the aggregate of the Borrowing Bases of all the Borrowers.


 


“Aggregate
Borrowing Base Certificate” means a certificate, signed and certified as accurate and complete by a Financial Officer
of the Borrower Representative, in substantially the form of Exhibit B-2 or another form which is acceptable to
the Administrative Agent in its sole discretion.


 






    2


     


    

 


“Aggregate
Commitment” means the aggregate of the Commitments of all of the Lenders, as reduced or increased from time to time
pursuant to the terms and conditions hereof. Subject to the other terms set forth herein, as of the Effective Date, the Aggregate
Commitment is $192,500,000.


 


“Aggregate
Revolving Exposure” means, at any time, the aggregate Revolving Exposures of all the Lenders at such time.


 


“Alternate
Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day,
(b) the NYFRB Rate in effect on such day plus 1⁄2 of 1% and (c) the Adjusted LIBO Rate for a one month Interest
Period in Dollars on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided
that, for the purpose of this definition, the Adjusted LIBO Rate for any day shall be based on the LIBO Screen Rate (or if
the LIBO Screen Rate is not available for such one month Interest Period, the Interpolated Rate) at approximately 11:00 a.m. London
time on such day, subject to the interest rate floors set forth therein. Any change in the Alternate Base Rate due to a change
in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change
in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively. If the Alternate Base Rate is being used as an alternate
rate of interest pursuant to Section 2.14 hereof, then the Alternate Base Rate shall be the greater of clause (a) and
(b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if
the Alternative Base Rate as determined pursuant to the foregoing would be less than 1.00%, such rate shall be deemed to be 1.00%
for purposes of this Agreement.


 


“Amendment
No. 1 Effective Date” means November 15, 2019.


 


“Amendment
No. 2 Effective Date” means July 8, 2020.


 


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


 


“Applicable
Percentage” means, with respect to any Lender, a percentage equal to a fraction the numerator of which is such Lender’s
Commitment and the denominator of which is the Aggregate Commitment; provided that, if the Commitments have terminated
or expired, the Applicable Percentage with respect to any Lender shall be determined based upon such Lender’s share of the
Aggregate Revolving Exposure at such time. Notwithstanding the foregoing, in accordance with Section 2.20, so long
as any Lender shall be a Defaulting Lender, such Defaulting Lender’s Commitment shall be disregarded in the foregoing calculations.


 


“Applicable
Pledge Percentage” means (a) in the case of a pledge by the Company or any Subsidiary of its voting Equity Interests
in an Excluded Domestic Subsidiary or an Excluded Foreign Subsidiary, 65%, and (b) in all other cases, 100%.


 


“Applicable
Rate” means, for any day, with respect to any Loan, the applicable rate per annum set forth below under the caption
 “Eurodollar or REVLIBOR30 Spread” or “Alternate Base Rate Spread”, as the case may be, based
upon the Average Quarterly Availability during the most recently ended fiscal quarter of the Company (it being understood and
agreed, for purposes of clarity, that the “Eurodollar or REVLIBOR30 Spread” shall be applicable to ABR Loans at all
times that ABR Loans bear interest by reference to the REVLIBOR30 Screen Rate and the “Alternate Base Rate Spread”
shall be applicable to ABR Loans at all times that ABR Loans bear interest by reference to the Alternate Base Rate); provided
that, the “Applicable Rate” shall be the applicable rates per annum set forth below in Category 1 during the period
from the Effective Date to, but excluding, the first day following the end of the first full fiscal quarter of the Company ending
after the Effective Date:


 






    3


     


    

 


	Average
    Quarterly Availability	Eurodollar
    or 

REVLIBOR30 Spread	Alternate
    Base Rate

 Spread
	Category 1

        >
        66% of the Aggregate Commitment
	1.25%	0.25%
	Category 2

        <
        66% of the Aggregate Commitment but > 33% of the Aggregate Commitment
	1.50%	0.50%






	Category 3

        < 33% of the Aggregate Commitment
	1.75%	0.75%


 





 


For purposes of the foregoing, each change
in the Applicable Rate shall be effective during the period commencing on and including the first day of each fiscal quarter of
the Company and ending on the last day of such fiscal quarter, it being understood and agreed that, for purposes of determining
the Applicable Rate on the first day of any fiscal quarter of the Company, the Average Quarterly Availability during the most
recently ended fiscal quarter of the Company shall be used.


 


Notwithstanding the foregoing, the Average
Quarterly Availability shall be deemed to be in Category 3 at the option of the Administrative Agent or at the
request of the Required Lenders if the Borrowers fail to deliver any Aggregate Borrowing Base Certificate or Borrowing Base Certificate
required to be delivered by them pursuant to Section 5.01, during the period from the expiration of the time for delivery
thereof until five (5) days after the date each such Aggregate Borrowing Base Certificate or Borrowing Base Certificates,
as applicable, are so delivered.


 


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


 


“Approved
Fund” has the meaning assigned to such term in Section 9.04(b).


 


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


 


“Availability”
means, at any time:


 


(a)            with
respect to the Company, an amount equal to the lesser of (i) an amount equal to (x) the Aggregate Commitment minus
(y) the Aggregate Revolving Exposure and (ii) an amount equal to (x) the Aggregate Borrowing Base minus
(y) the Aggregate Revolving Exposure;


 


(b)            with
respect to Winnebago of Indiana, an amount equal to the lesser of (i) an amount equal to (x) the Aggregate Commitment
minus (y) the Aggregate Revolving Exposure and (ii) an amount equal to (x) the sum of Winnebago of Indiana’s
Borrowing Base plus the Company’s Borrowing Base minus (y) the sum of (A) the Winnebago of Indiana
Revolving Exposures of all Lenders plus (B) the excess, if any, of the aggregate Company Revolving Exposures of all
Lenders over an amount equal to the sum of (x) the Excess Grand Design Borrowing Base plus (y) the Excess Newmar
Borrowing Base plus (C) an amount equal to the sum of (x) the Grand Design Utilization and (y) the Newmar
Utilization;


 






    4


     


    

 


(c)            with
respect to Grand Design, an amount equal to the lesser of (i) an amount equal to (x) the Aggregate Commitment minus
(y) the Aggregate Revolving Exposure and (ii) an amount equal to (x) the sum of Grand Design’s Borrowing
Base plus the Company’s Borrowing Base minus (y) the sum of (A) the Grand Design Revolving Exposures
of all Lenders plus (B) the excess, if any, of the aggregate Company Revolving Exposures of all Lenders over
an amount equal to the sum of (x) the Excess Winnebago of Indiana Borrowing Base plus (y) the Excess Newmar Borrowing
Base plus (C) an amount equal to the sum of (x) the Winnebago of Indiana Utilization and (y) the Newmar
Utilization; and


 


(d)            with
respect to Newmar, an amount equal to the lesser of (i) an amount equal to (x) the Aggregate Commitment minus
(y) the Aggregate Revolving Exposure and (ii) an amount equal to (x) the sum of Newmar’s Borrowing Base plus the
Company’s Borrowing Base minus (y) the sum of (A) the Newmar Revolving Exposures of all Lenders plus
(B) the excess, if any, of the aggregate Company Revolving Exposures of all Lenders over an amount equal to the
sum of (x) the Excess Winnebago of Indiana Borrowing Base plus (y) the Excess Grand Design Borrowing Base plus (C) an
amount equal to the sum of (x) the Winnebago of Indiana Utilization and (y) the Grand Design Utilization.


 


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


 


“Available
Commitment” means, with respect to any Lender at any time, such Lender’s Commitment minus such Lender’s
Revolving Exposure.


 


“Average
Quarterly Availability” means, for any fiscal quarter of the Company, an amount equal to the average daily Aggregate
Availability during such fiscal quarter, as determined by the Administrative Agent; provided that, in order to determine
Aggregate Availability on any day for purposes of this definition, the Aggregate Borrowing Base and each Borrower’s Borrowing
Base for such day shall be determined by reference to the most recent Aggregate Borrowing Base Certificate and each other Borrowing
Base Certificate delivered to the Administrative Agent pursuant to Section 5.01(f) as of such day.


 


“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 EEA Financial Institution.


 


“Bail-In
Legislation” means, 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 for such EEA Member Country from time to time
which is described in the EU Bail-In Legislation Schedule.


 


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


 


“Banking
Services Agreement” means any agreement entered into by the Company or any Subsidiary in connection with Banking Services.


 


“Banking
Services Obligations” means any and all obligations of the Company and its Subsidiaries, whether absolute or contingent
and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof
and substitutions therefor) in connection with Banking Services; provided, however, that Banking Services Obligations
in respect of Lease Financing shall be limited to Lease Deficiency Obligations.


 






    5


     


    

 


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


 


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


 


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


 


“Benefit
Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that
is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975
of the Code applies, and (c) any Person whose assets include (for purposes of the Plan Asset Regulations or otherwise for
purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.


 


“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.


 


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


 


“Bond Hedge
Transaction” has the meaning assigned to such term in the definition of “Permitted Call Spread Swap Agreement”.


 


“Borrower”
or “Borrowers” means, individually or collectively, (a) the Company, (b) Winnebago of Indiana, (c) Grand
Design and (d) Newmar.


 


“Borrower
Representative” has the meaning assigned to such term in Section 11.01.


 


“Borrowing”
means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar
Loans, as to which a single Interest Period is in effect, (b) Loans of the same Type, made, converted or continued on the
same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect, (c) a Swingline Loan,
(d) a Protective Advance and (e) an Overadvance.


 






    6


     


    

 


“Borrowing
Base” means, at any time, with respect to each Borrower, the sum of (a) 90% (less the Dilution Percentage then
in effect) of an amount equal to (i) such Borrower’s Eligible Accounts at such time minus (ii) the Specified
Reserves with respect to such Borrower at such time plus (b) the lesser of (i) 75% of such Borrower’s Eligible
Inventory (other than any Eligible Non-Perpetual Inventory and any Eligible Non-U16 Inventory), at such time, valued at
the lower of cost or market value, determined on a first-in-first-out basis and (ii) the product of 85% multiplied
by the Net Orderly Liquidation Value percentage identified in the most recent inventory appraisal ordered by the Administrative
Agent multiplied by such Borrower’s Eligible Inventory (other than any Eligible Non-Perpetual Inventory and any
Eligible Non-U16 Inventory), valued at the lower of cost or market value, determined on a first-in-first-out basis
plus (c) the lesser of (i) 55% of such Borrower’s Eligible Non-Perpetual Inventory and Eligible Non-U16
Inventory, at such time, valued at the lower of cost or market value, determined on a first-in-first-out basis and
(ii) the product of 65% multiplied by the Net Orderly Liquidation Value percentage identified in the most recent inventory
appraisal ordered by the Administrative Agent multiplied by such Borrower’s Eligible Non-Perpetual Inventory
and Eligible Non-U16 Inventory, valued at the lower of cost or market value, determined on a first-in-first-out
basis minus (d) Reserves (other than the Specified Reserves or any Reserves related to dilution of Accounts that are
captured in the definition of Dilution Percentage) related to such Borrower, such Eligible Accounts or such Eligible Inventory.


 


Notwithstanding
the foregoing, no assets acquired pursuant to any Acquisition shall be included in the calculation of any Borrowing Base
until such time as the Administrative Agent shall have received an Acceptable Inventory Appraisal and an Acceptable Field
Examination shall have been completed with respect to such assets; provided that, Eligible Accounts and Eligible
Inventory acquired pursuant to any Acquisition but for which no Acceptable Inventory Appraisal has been received or no
Acceptable Field Examination has been completed may be included in a Borrowing Base for a period of up to ninety (90) days
following such Acquisition (or such longer period as the Administrative Agent may agree to in its sole discretion), so long
as (i) the aggregate amount of such acquired assets included in such Borrowing Base shall not exceed an amount equal to
20% of such Borrowing Base (prior to giving effect to such acquired assets) at any time and (ii) subject to clause
(i) of this proviso, such Eligible Accounts and Eligible Inventory shall be included in such Borrowing Base with the
following adjustments: (A) the advance rate set forth in clause (a) shall be 75% and (B) in lieu of
including such Eligible Inventory in any Borrowing Base in accordance with clauses (b) and (c) above,
the applicable Borrowing Base shall include an amount equal to 50% of such Eligible Inventory, valued at the lower of cost or
market value, determined on a first-in-first-out basis. For purposes of clarity, any such assets included in any
Borrowing Base pursuant to the proviso of the preceding sentence shall be subject to all future appraisals and field
examinations conducted pursuant to Section 5.11 or 5.12, as applicable, after the acquisition thereof.


 


“Borrowing
Base Certificate” means a certificate, signed and certified as accurate and complete by a Financial Officer of the Borrower
Representative, in substantially the form of Exhibit B-1 or another form which is acceptable to the Administrative
Agent in its sole discretion.


 


“Borrowing
Request” means a request by the Borrower Representative for a Borrowing in accordance with Section 2.03.


 


“Burdensome
Restrictions” means any consensual encumbrance or restriction of the type described in clause (a) or
(b) of Section 6.11 (without giving effect to any exceptions described in clauses (i) and
(ii) of the proviso to Section 6.11).


 


“Business
Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized
or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan or a Loan accruing interest
at REVLIBOR30 Rate without giving effect to the proviso contained in the definition for “REVLIBOR30 Rate, the term “Business
Day” shall also exclude any day on which banks are not open for general business in London.


 


“Canadian
Dollars” and “Cdn.$” means dollars in the lawful currency of Canada.


 






    7


     


    

 


“Capital
Expenditures” means, for any period, (a) the additions to property, plant and equipment and other capital expenditures
of the Company and its Subsidiaries that are (or should be) set forth in a consolidated statement of cash flows of the Company
and its Subsidiaries for such period prepared in accordance with GAAP, excluding (i) any such expenditures made to restore,
replace or rebuild assets to the condition of such assets immediately prior to any casualty or other insured damage to, or any
taking under power of eminent domain or by condemnation or similar proceeding of, such assets to the extent such expenditures
are made with insurance proceeds, condemnation awards or damage recovery proceeds relating to any such casualty, damage, taking,
condemnation or similar proceeding, (ii) any such expenditures constituting Permitted Acquisitions or any other acquisition
of all the Equity Interests in, or all or substantially all the assets of (or the assets constituting a business unit, division,
product line or line of business of), any Person and related costs and expenses and (iii) any such expenditures in the form
of a substantially contemporaneous exchange of similar property, plant, equipment or other capital assets, except to the extent
of cash or other consideration (other than the assets so exchanged), if any, paid or payable by the Company and its Subsidiaries,
and (b) such portion of principal payments on Capital Lease Obligations made by the Company and its Subsidiaries during such
period as is attributable to additions to property, plant and equipment that have not otherwise been reflected on the consolidated
statement of cash flows as additions to property, plant and equipment for such period.


 


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


 


“CFC”
means any Subsidiary organized under the laws of any jurisdiction other than the United States of America, any state thereof or
the District of Columbia, that is a “controlled foreign corporation” for purposes of Section 957 of the Code.


 


“Change
in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any
Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in
effect on the date hereof), of Equity Interests representing more than 35% of the aggregate ordinary voting power represented
by the issued and outstanding Equity Interests of the Company; (b) occupation at any time of a majority of the seats
(other than vacant seats) on the board of directors of the Company by Persons who were neither (i) nominated, appointed
or approved for consideration by shareholders for election by the board of directors of the Company nor (ii) appointed
by the directors of the Company so nominated, appointed or approved; (c) the acquisition of direct or indirect Control
of the Company by any Person or group; (d) the occurrence of a change in control, or other similar provision, as defined
in any agreement or instrument evidencing any Material Indebtedness (triggering a default or mandatory prepayment, which
default or mandatory prepayment has not been waived in writing); or (e) the Company ceases to own, directly or
indirectly, and Control 100% (other than directors’ qualifying shares) of the ordinary voting and economic power of any
Borrower.


 


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


 






    8


     


    

 





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


 


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


 


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


 


“Collateral”
means any and all property owned by a Person covered by the Collateral Documents and any and all other property of any Loan Party,
now existing or hereafter acquired, that may at any time be or become subject to a security interest or Lien in favor of the Administrative
Agent, on behalf of itself and the Secured Parties, to secure the Secured Obligations; provided that in no case shall the
 “Collateral” include any Excluded Assets.


 


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


 


“Collateral
Documents” means, collectively, the Security Agreement, the Mortgages and all other agreements, instruments and documents
executed in connection with this Agreement that are intended to create, perfect or evidence Liens to secure the Secured Obligations,
including, without limitation, all other security agreements, pledge agreements, mortgages, deeds of trust, loan agreements, notes,
guarantees, subordination agreements, pledges, powers of attorney, consents, assignments, contracts, fee letters, notices, leases,
financing statements and all other written matter whether heretofore, now, or hereafter executed by the Company or any of its
Subsidiaries and delivered to the Administrative Agent.


 


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


 


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


 


“Commitment”
means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to acquire participations
in Letters of Credit, Overadvances, Protective Advances and Swingline Loans hereunder, expressed as an amount representing the
maximum aggregate permitted amount of such Lender’s Revolving Exposure hereunder, as such commitment may be reduced or increased
from time to time pursuant to (a) Section 2.09 and (b) assignments by or to such Lender pursuant to Section 9.04.
The initial amount of each Lender’s Commitment is set forth on the Commitment Schedule, or in the Assignment and
Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable.


 


“Commitment
Schedule” means the Schedule attached hereto identified as such.


 


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


 


“Communications”
has the meaning assigned to such term in Section 9.01(d).


 


“Company”
means Winnebago Industries, Inc., an Iowa corporation.


 






    9


     


    

 


“Company
Revolving Exposures” means, with respect to any Lender at any time, and without duplication, the sum of (a) the
outstanding principal amount of the Revolving Loans made by such Lender to the Company at such time plus (b) such
Lender’s LC Exposure with respect to Letters of Credit issued for the account of the Company at such time plus (c) such
Lender’s Swingline Exposure with respect to Swingline Loans made to the Company at such time plus (d) an amount
equal to its Applicable Percentage of the aggregate principal amount of outstanding Protective Advances made to the Company at
such time plus (e) an amount equal to its Applicable Percentage of the aggregate principal amount of outstanding Overadvances
made to the Company at such time.


 


“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.


 


“Consolidated
EBITDA” means Consolidated Net Income plus, to the extent deducted from revenues in determining Consolidated
Net Income, (i) Consolidated Interest Expense, (ii) expense for taxes paid or accrued, (iii) depreciation,
(iv) amortization, (v) extraordinary losses incurred other than in the ordinary course of business,
(vi) non-cash charges, expenses or losses, (vii) any losses for such period attributable to early
extinguishment of Indebtedness or obligations under any Swap Agreement, (viii) any unrealized losses for such period
attributable to the application of “mark to market” accounting in respect of Swap Agreements, (ix) the
cumulative effect for such period of a change in accounting principles, (x) non-recurring out-of-pocket
transactional fees, costs and expenses relating to Permitted Acquisitions (or any failed
Acquisitions), Investments, Indebtedness, securities offerings and Dispositions, including legal fees, advisory
fees and upfront financing fees, (xi) non-recurring out-of-pocket fees, costs and expenses relating to the
incurrence, refinancing, amendment or modification of Indebtedness on or prior to the Effective Date,
(xii) (A) non-recurring restructuring charges (including, without limitation, relocation costs and costs
relating to the opening, closure and/or consolidation of facilities) that are paid or to be paid in cash and (B) with
respect to any acquisition or disposition, or issuance, incurrence or assumption of Indebtedness, or other transaction
occurring during such period, (1) any projected cost savings (net of continuing associated expenses) expected to be
realized as a result of such event, to the extent such cost savings would be permitted to be reflected in financial
statements prepared in compliance with Article 11 of Regulation S-X under the Securities Act and (2) any other
demonstrable cost-savings (net of continuing associated expenses) not included in the foregoing subclause
(B)(1) of this clause (xii) that are reasonably projected in good faith by the Borrower Representative
to be achieved in connection with any such event within the 18-month period following the consummation of such event,
that are reasonably identifiable, quantifiable and factually supportable in the good faith judgment of the Company and that
are set forth in reasonable detail in a certificate of a Financial Officer of the Company (in the case of each of the
foregoing subclauses (B)(1) and (B)(2), calculated on a pro forma basis as though such cost savings had
been realized on the first day of such period, net of the amount of actual benefits realized during such period from such
event); provided that, (x) for purposes of determining Consolidated EBITDA for any period of four
(4) consecutive fiscal quarters, the aggregate amount added back under subclauses (A) and (B)(2) of
this clause (xii) in respect of such period shall not exceed fifteen percent (15%) of Consolidated EBITDA (as
calculated without giving effect to subclauses (A) and (B)(2) of this clause (xii)),
(y) all adjustments pursuant to the foregoing subclause (B) of this clause (xii) will be without
duplication of any amounts that are otherwise included or added back in computing Consolidated EBITDA in accordance with this
definition and (z) with respect to the foregoing subclause (B)(2) of this clause (xii), if any cost
savings included in any pro forma calculations based on the anticipation that such cost savings will be achieved within such
18-month period shall at any time cease to be reasonably anticipated by the Company to be so achieved, then on and after
such time, such cost savings shall no longer be added to Consolidated EBITDA pursuant to this clause (xii) and
(xiii) fees, costs and expenses incurred in connection with the Company’s implementation of enterprise resource
planning (ERP); provided that, for purposes of determining Consolidated EBITDA for any period of four
(4) consecutive fiscal quarters of the Company, the aggregate amount added back under this clause (xiii) in
respect of such period shall not exceed $8,000,000 minus, to the extent included in Consolidated Net Income,
(1) interest income, (2) any cash payments made during such period in respect of items described in clause
(vi) above subsequent to the fiscal quarter in which the relevant non-cash expenses or losses were incurred,
(3) extraordinary gains realized other than in the ordinary course of business, (4) any non-cash gains for such
period, including with respect to write-ups of assets or goodwill, determined on a consolidated basis in accordance with
GAAP, (5) any gains attributable to the early extinguishment of Indebtedness or obligations under any Swap Agreement,
determined on a consolidated basis in accordance with GAAP, (6) the cumulative effect for such period of a change in
accounting principles and (7) any unrealized gains for such period attributable to the application of “mark to
market” accounting in respect of Swap Agreements, all calculated for the Company and its Subsidiaries in accordance
with GAAP on a consolidated basis. For the purposes of calculating Consolidated EBITDA for any period of four consecutive
fiscal quarters (each such period, a “Reference Period”), (i) if at any time during such Reference
Period the Company or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such Reference
Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the
subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if
negative) attributable thereto for such Reference Period, and (ii) if during such Reference Period the Company or any
Subsidiary shall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after
giving pro forma effect thereto (in the manner described in Section 1.04(b)) as if such Material Acquisition
occurred on the first day of such Reference Period. As used in this Agreement, “Material Acquisition”
means any acquisition of property or series of related acquisitions of property that (a) constitutes (i) assets
comprising all or substantially all or any significant portion of a business or operating unit of a business, or
(ii) all or substantially all of the common stock or other Equity Interests of a Person, and (b) involves the
payment of consideration by the Company and its Subsidiaries in excess of $10,000,000; and “Material
Disposition” means any Disposition of property or series of related sales, transfers, or dispositions of property
that yields gross proceeds to the Company or any of its Subsidiaries in excess of $10,000,000.


 



    10


     


    

 


“Consolidated
Interest Expense” means, with reference to any period, the interest expense (including without limitation interest expense
under Capital Lease Obligations that is treated as interest in accordance with GAAP) of the Company and its Subsidiaries calculated
on a consolidated basis for such period with respect to all outstanding Indebtedness of the Company and its Subsidiaries allocable
to such period in accordance with GAAP (including, without limitation, all commissions, discounts and other fees and charges owed
with respect to letters of credit and bankers’ acceptance financing and net costs under interest rate Swap Agreements to
the extent such net costs are allocable to such period in accordance with GAAP). In the event that the Company or any Subsidiary
shall have completed a Material Acquisition or a Material Disposition since the beginning of the relevant period, Consolidated
Interest Expense shall be determined for such period on a pro forma basis as if such acquisition or disposition, and any related
incurrence or repayment of Indebtedness, had occurred at the beginning of such period.


 


“Consolidated
Net Income” means, with reference to any period, the net income (or loss) of the Company and its Subsidiaries calculated
in accordance with GAAP on a consolidated basis (without duplication) for such period; provided that, there shall be excluded
any income (or loss) of any Person other than the Company or a Subsidiary, but any such income so excluded may be included in
such period or any later period to the extent of any cash dividends or distributions actually paid in the relevant period to the
Company or any Subsidiary of the Company.


 


“Consolidated
Total Assets” means, as of the date of any determination thereof, total assets of the Company and its Subsidiaries calculated
in accordance with GAAP on a consolidated basis as of the last day of the most recent Test Period, determined on a pro forma basis.


 


“Consolidated
Total Indebtedness” means at any time the sum, without duplication, of (a) the aggregate Indebtedness of the Company
and its Subsidiaries calculated on a consolidated basis as of such time in accordance with GAAP, (b) the aggregate amount
of Indebtedness of the Company and its Subsidiaries relating to the maximum drawing amount of all letters of credit outstanding
and bankers’ acceptances and (c) Indebtedness of the type referred to in clauses (a) or (b) hereof
of another Person guaranteed by the Company or any of its Subsidiaries; provided that Consolidated Total Indebtedness shall
exclude the aggregate amount of Indebtedness of the Company and its Subsidiaries in respect of undrawn performance and commercial
letters of credit, Guarantees related thereto, obligations with respect to deposits and advances in the ordinary course of business,
and obligations in respect of Repurchase Agreements.


 


“Consolidated
Total Secured Indebtedness” means, as of any date of determination, any Consolidated Total Indebtedness that is secured
by Liens on any assets or property of the Company or any of its Subsidiaries.


 


“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.


 


“Covered
Entity” means any of the following:


 


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


 


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


 


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


 


“Covered
Party” has the meaning assigned to it in Section 9.23.


 


“Credit Event”
means a Borrowing, the issuance, amendment, renewal or extension of a Letter of Credit, an LC Disbursement or any of the foregoing.


 


“Credit Party”
means the Administrative Agent, each Issuing Bank, the Swingline Lender or any other Lender.


 


“DDA Access
Product” means the bank service provided to any Loan Party by JPMCB in its sole discretion consisting of direct access
to schedule payments from the Funding Account by electronic, internet or other access mechanisms that may be agreed upon from
time to time by JPMCB and the funding of such payments under the Loan Borrowing Option in the DDA Access Product Agreement.



 






    11


     


    

 


“DDA Access
Product Agreement” means JPMCB’s Treasury Services End of Day Investment & Loan Sweep Service Terms,
as in effect on the date of this Agreement, as the same may be amended from time to time.


 


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


 


“Defaulting
Lender” means any Lender that (a) has failed, within two (2) Business Days of the date required to be
funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of
Credit or Swingline Loans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder,
unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such
failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically
identified and including the particular default, if any) has not been satisfied, (b) has notified the Company or any
Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any
of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is
based on such Lender’s good faith determination that a condition precedent (specifically identified and including the
particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements
in which it commits to extend credit, (c) has failed, within three (3) Business Days after request by a Credit
Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will
comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations
in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease
to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such
certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of
(A) a Bankruptcy Event or (B) a Bail-In Action.


 


“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.


 


“Dilution
Percentage” means, with respect to each Borrower at any time, for any twelve-month period, a percentage (rounded to
the nearest tenth of one percent) determined by the Administrative Agent, based on information contained in the most recent field
examination conducted by or on behalf of the Administrative Agent (or, in the Permitted Discretion of the Administrative Agent,
based on updated information provided to the Administrative Agent by the Borrowers), that reflects the amount of dilution of such
Borrower’s Accounts expressed as a percentage of gross sales for the applicable twelve-month measurement period.


 


“Disposition”
has the meaning assigned to such term in Section 6.05.


 


“Disqualified
Equity Interest” means, with respect to any Person, any Equity Interest in such Person that by its terms (or by the
terms of any security into which it is convertible or for which it is exchangeable, either mandatorily or at the option of the
holder thereof), or upon the happening of any event or condition:


 


(a)            matures
or is mandatorily redeemable (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity
Interests and cash in lieu of fractional shares of such Equity Interests), whether pursuant to a sinking fund obligation or otherwise;


 


(b)            is
or becomes convertible or exchangeable, either mandatorily or at the option of the holder thereof, for Indebtedness or Equity
Interests (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and cash
in lieu of fractional shares of such Equity Interests); or


 


(c)            is
redeemable (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and cash
in lieu of fractional shares of such Equity Interests) or is required to be repurchased by the Company or any Subsidiary, in whole
or in part, at the option of the holder thereof;



 


in each case, on or prior to the date
that is ninety one (91) days after the Maturity Date (determined as of the date of issuance thereof or, in the case of any
such Equity Interests outstanding on the Effective Date, the Effective Date); provided, however, that
(i) an Equity Interest in any Person that would not constitute a Disqualified Equity Interest but for terms thereof
giving holders thereof the right to require such Person to redeem or purchase such Equity Interest upon the occurrence of an
 “asset sale” or a “change of control” (or similar event, however denominated) shall not constitute a
Disqualified Equity Interest if any such requirement becomes operative only after repayment in full of all the Loans and all
other Secured Obligations that are accrued and payable, the cancellation or expiration of all Letters of Credit and the
termination or expiration of the Commitments and (ii) an Equity Interest in any Person that is issued to any employee or
to any plan for the benefit of employees or by any such plan to such employees shall not constitute a Disqualified Equity
Interest solely because it may be required to be repurchased by such Person or any of its subsidiaries in order to satisfy
applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.


 






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“Disqualified
Lenders” means (a) entities that have been specifically identified by the Company to the Administrative Agent in
writing prior to October 2, 2016, or after October 2, 2016 and prior to November 8, 2016 with the reasonable consent
of the Lead Arranger, (b) entities that are reasonably determined by the Company to be competitors of the Company or its
subsidiaries (including Grand Design and its subsidiaries) and which are specifically identified by the Company to the Administrative
Agent in writing prior to November 8, 2016 and (c) in the case of the foregoing clauses (a) and (b),
any of such entities’ Affiliates to the extent such Affiliates (x)(i) are clearly identifiable as Affiliates of such
entities based solely on the similarity of such Affiliates’ and such entities’ names and (ii) are not bona fide
debt investment funds or (y)(i) upon reasonable notice to the Administrative Agent after the Effective Date, are identified
as Affiliates in writing after the Effective Date in a written supplement to the list of “Disqualified Lenders”,
which supplement shall become effective three (3) Business Days after delivery to the Administrative Agent and the Lenders,
but which shall not apply retroactively to disqualify any parties that have previously acquired an assignment or participation
interest in the Loans and (ii) are not bona fide debt investment funds. It is understood and agreed that (i) any supplement
to the list of Persons that are Disqualified Lenders contemplated by the foregoing clause (c) shall not apply retroactively
to disqualify any Persons that have previously acquired an assignment or participation interest in the Loans (but solely with
respect to such Loans), (ii) the Administrative Agent shall have no responsibility or liability to determine or monitor whether
any Lender or potential Lender is a Disqualified Lender, (iii) the Company’s failure to deliver such list (or supplement
thereto) in accordance with Section 9.01 shall render such list (or supplement) not received and not effective and
(iv) “Disqualified Lender” shall exclude any Person that the Company has designated as no longer being
a “Disqualified Lender” by written notice delivered to the Administrative Agent from time to time in accordance
with Section 9.01.


 


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


 


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


 


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


 


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


 


“Dollars”
or “$” refers to lawful money of the United States of America.


 


“Domestic
Foreign Holdco Subsidiary” means any Domestic Subsidiary substantially all of the assets of which consist of the Equity
Interests (or Equity Interests and Indebtedness) of one or more CFCs.


 


“Domestic
Subsidiary” means a Subsidiary organized under the laws of a jurisdiction located in the United States of America.


 






    13


     


    

 


“DQ List”
has the meaning assigned to such term in Section 9.04(e)(iv).


 


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


 


“EEA Financial
Institution” means (a) any institution 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 institution established in an EEA Member Country which is a subsidiary
of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision
with its parent.


 


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


 


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


 


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


 


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


 


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


 


“Eligible
Accounts” means, at any time, the Accounts of any Borrower which the Administrative Agent determines in its Permitted
Discretion are eligible as the basis for the extension of Revolving Loans and Swingline Loans and the issuance of Letters of Credit.
Without limiting the Administrative Agent’s discretion provided herein, Eligible Accounts shall not include any Account
of a Borrower:


 


(a)            other
than to the extent a Reserve is established pursuant to clause (b), which is not subject to a first priority perfected
security interest in favor of the Administrative Agent;


 


(b)            which
is subject to any Lien, unless (i) such Lien constitutes (x) a Lien in favor of the Administrative Agent, (y) a
Permitted Encumbrance which does not have priority over the Lien in favor of the Administrative Agent or (z) a Lien permitted
under Section 6.02(a)(ii) or (ii) the Administrative Agent shall have established a Reserve in its Permitted
Discretion for liabilities of such Borrower that are secured by such Lien;


 


(c)            (i) which
is unpaid more than ninety (90) days after the date of the original invoice therefor or more than sixty (60) days after the original
due date therefor (“Overage”) (when calculating the amount under this clause (i), for the same Account
Debtor, the Administrative Agent shall include the net amount of such Overage and add back any credits, but only to the extent
that such credits do not exceed the total gross receivables from such Account Debtor), or (ii) which has been written off
the books of such Borrower or otherwise designated as uncollectible;


 






    14


     


    

 


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


 


(e)            which
is owing by an Account Debtor to the extent the aggregate amount of Accounts owing from such Account Debtor and its Affiliates
to the Borrowers exceeds 20% or such greater percentage as the Administrative Agent may determine from time to time in its Permitted
Discretion of the aggregate amount of Eligible Accounts of all Borrowers (but will only be ineligible to the extent of such excess);


 


(f)            with
respect to which any covenant, representation or warranty contained in any Loan Document has been breached or is not true in any
material respect (or, with respect to any covenant, representation or warranty which is subject to any materiality qualifier,
has been breached or is not true in any respect);


 


(g)            which
(i) does not arise from the sale of goods or performance of services in the ordinary course of business, (ii) is not
evidenced by an invoice or other documentation reasonably satisfactory to the Administrative Agent which has been sent to the
Account Debtor, (iii) represents a progress billing, (iv) is contingent upon such Borrower’s completion of any
further performance, (v) represents a sale on a bill-and-hold, guaranteed sale, sale-and-return, sale on
approval, consignment or cash-on-delivery basis (other than general product warranties given in the ordinary course of
business) or (vi) relates to payments of interest (but only to the extent thereof);


 


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


 


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


 


(j)            which
is owed by an Account Debtor which has (i) applied for, suffered, or consented to the appointment of any receiver, custodian,
trustee, administrative receiver, administrator, compulsory manager, liquidator or other similar officer of its assets, (ii) had
possession of all or a material part of its property taken by any receiver, custodian, trustee, administrative receiver, administrator,
compulsory manager, liquidator or other similar officer, (iii) filed, or had filed against it, any request or petition for
liquidation, reorganization, arrangement, adjustment of debts, adjudication as bankrupt, administration, winding-up, or voluntary
or involuntary case under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (iv) admitted
in writing its inability, or is generally unable to, pay its debts as they become due or has had a moratorium declared in respect
of it, (v) become insolvent, or (vi) ceased operation of its business (other than, in any such case, post-petition
accounts payable of an Account Debtor that is a debtor-in-possession under the United States Bankruptcy Code and reasonably
acceptable to the Administrative Agent);


 


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


 


(l)            which
is owed by an Account Debtor which (i) does not maintain its chief executive office in the U.S. or Canada or (ii) is
not organized under applicable laws of the U.S., any state of the U.S., Canada or any province of Canada, unless, in any such
case, such Account is backed by a letter of credit or bank guarantee reasonably acceptable to the Administrative Agent;


 


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


 






    15


     


    

 


(n)            which
is owed by (i) any Governmental Authority of any country other than Canada (or any province or territory thereof) or the
U.S. unless such Account is backed by a letter of credit or bank guarantee reasonably acceptable to the Administrative Agent
or (ii) any Governmental Authority of the U.S., or any department, agency, public corporation, or instrumentality thereof,
unless the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq. and 41 U.S.C.
 § 15 et seq.), and any other steps necessary to perfect the Lien of the Administrative Agent in such Account have
been complied with to the Administrative Agent’s satisfaction;


 


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


 


(p)            which
is owed by an Account Debtor or any Affiliate of such Account Debtor to which any Loan Party is indebted, but only to the extent
of such indebtedness, or is subject to any security, deposit, progress payment, retainage or other similar advance made by or
for the benefit of an Account Debtor, in each case to the extent thereof;


 


(q)            which
is subject to any counterclaim, deduction, defense, setoff or dispute, but only to the extent of any such counterclaim, deduction,
defense, setoff or dispute;


 


(r)            which
is evidenced by any promissory note, chattel paper or instrument;


 


(s)            which
is owed by an Account Debtor (i) located in any State of the U.S. which requires filing of a “Notice of Business
Activities Report” or other similar report in order to permit such Borrower to seek judicial enforcement in such jurisdiction
of payment of such Account, unless such Borrower has filed such report or qualified to do business in such jurisdiction (or may
do so at a later date without material penalty or prejudice and without affecting the collectability of such Account) or (ii) which
is a Sanctioned Person;


 


(t)            with
respect to which such Borrower has made any agreement with the Account Debtor for any reduction thereof, other than discounts
and adjustments given in the ordinary course of business (but only to the extent of any such reduction), or any Account which
was partially paid and such Borrower created a new receivable for the unpaid portion of such Account;


 


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


 


(v)            unless
the Administrative Agent has established a Reserve in its Permitted Discretion, which is for goods that have been sold under a
purchase order or pursuant to the terms of a contract or other agreement or understanding (written or oral) that indicates or
purports that any Person other than such Borrower has or has had an ownership interest in such goods (including but not limited
to by way of retention of title), or which indicates any party other than such Borrower as payee or remittance party;


 


(w)            which
was created on cash on delivery terms; or


 


(x)            which
is subject to any limitation on assignment or other restriction (whether arising by operation of law, by agreement or otherwise)
which would under the local governing law of the contract have the effect of restricting the assignment for or by way of security
or the creation of security, in each case, unless the Administrative Agent has determined that such limitation is not enforceable.


 






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In the event that
an Account of a Borrower which was previously an Eligible Account ceases to be an Eligible Account hereunder, such Borrower or
the Borrower Representative shall notify the Administrative Agent thereof on and at the time of submission to the Administrative
Agent of the next Aggregate Borrowing Base Certificate and the Borrowing Base Certificate of such Borrower. In determining the
amount of an Eligible Account of a Borrower, the face amount of an Account may, in the Administrative Agent’s Permitted
Discretion, be reduced by, without duplication and 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 such Borrower may be obligated to rebate to an Account Debtor 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 such Borrower to reduce the amount of such Account. Notwithstanding the foregoing, the eligibility
criteria for “Eligible Accounts” may not be made more restrictive or newly established after the Effective Date (i) without
at least three (3) Business Days’ prior notice to the Borrower Representative and (ii) in response to circumstances
or events in existence on the Effective Date and disclosed to the Administrative Agent prior to the Effective Date (including
under any field examinations or appraisals conducted prior to the Effective Date); provided that, the foregoing limitation
in clause (ii) shall not apply in the event of a material change in the scope or magnitude of any such circumstances
or events.


 


“Eligible
Inventory” means, at any time, the Inventory of any Borrower which the Administrative Agent determines in its Permitted
Discretion is eligible as the basis for the extension of Revolving Loans and Swingline Loans and the issuance of Letters of Credit.
Without limiting the Administrative Agent’s discretion provided herein, Eligible Inventory of a Borrower shall not include
any Inventory:


 


(a)            other
than to the extent a Reserve is established pursuant to clause (b), which is not subject to a first priority perfected
security interest in favor of the Administrative Agent;


 


(b)            which
is subject to any Lien, unless (i) such Lien constitutes (x) a Lien in favor of the Administrative Agent, (y) a
Permitted Encumbrance which does not have priority over the Lien in favor of the Administrative Agent or (z) a Lien permitted
under Section 6.02(a)(ii) or (ii) the Administrative Agent shall have established a Reserve in its Permitted
Discretion for liabilities of such Borrower that are secured by such Lien;


 


(c)            which
is, in the Administrative Agent’s Permitted Discretion, slow moving, obsolete, unmerchantable, defective, used, unfit for
sale, not salable at prices approximating at least the cost of such Inventory in the ordinary course of business or unacceptable
due to age, type, category and/or quantity;


 


(d)            with
respect to which any covenant, representation or warranty contained in any Loan Document has been breached or is not true in any
material respect (or, with respect to any covenant, representation or warranty which is subject to any materiality qualifier,
has been breached or is not true in any respect) and which does not conform to all applicable standards imposed by any Governmental
Authority;


 


(e)            in
which any Person other than such Borrower shall (i) have any direct or indirect ownership, interest or title (including,
without limitation, any interest that a customer may have in any chassis included in such Inventory that were acquired by such
customer using financing provided by any Loan Party) or (ii) be indicated on any purchase order or invoice with respect to
such Inventory as having or purporting to have an interest therein;


 


(f)            which
constitutes work-in-process (other than U16 Inventory), spare or replacement parts, subassemblies, packaging and shipping material,
manufacturing supplies, samples, prototypes, displays or display items, bill-and-hold or ship-in-place goods,
goods that are returned or marked for return (unless undamaged and able to be resold in the ordinary course of business), repossessed
goods, repurchased goods, defective or damaged goods, goods held by such Borrower on consignment, or goods which are not of a
type held for sale in the ordinary course of business; provided that up to $70,000,000 of work-in-process Inventory
(other than U16 Inventory) of the Borrowers that otherwise constitutes “Eligible Inventory” may be included as Eligible
Inventory (such Inventory (subject to such cap), “Eligible Non-U16 Inventory”) despite the foregoing provisions
of this clause (f);


 






    17


     


    

 


(g)            which
is not located in the U.S. (including any territory thereof) or Canada or in transit with a common carrier from vendors and
suppliers, provided that, up to $7,500,000 of Inventory in transit from vendors and suppliers may be included as Eligible
Inventory despite the foregoing provision of this clause (g) so long as:


 


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


 


(ii)            if
the bill of lading is non-negotiable, the Inventory must be in transit within the U.S., and the Administrative Agent shall
have received, if requested, a duly executed Collateral Access Agreement, in form and substance satisfactory to the Administrative
Agent, from the applicable customs broker, freight forwarder or carrier for such Inventory,


 


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


 


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


 


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


 


(h)            which
is located in any location leased by such Borrower unless (i) the lessor has delivered to the Administrative Agent a Collateral
Access Agreement or (ii) a Reserve for rent, charges and other amounts due or to become due with respect to such facility
has been established by the Administrative Agent in its Permitted Discretion;


 


(i)            which
is located in any third party warehouse or is in the possession of a bailee (other than a third party processor) and is not evidenced
by a Document, unless (i) such warehouseman or bailee has delivered to the Administrative Agent a Collateral Access Agreement
and such other documentation as the Administrative Agent may require or (ii) an appropriate Reserve has been established
by the Administrative Agent in its Permitted Discretion;


 


(j)            which
is being processed offsite at a third party location or outside processor, or is in-transit to or from such third party location
or outside processor, unless (i) such processor has delivered to the Administrative Agent a Collateral Access Agreement and
such other documentation as the Administrative Agent may require or (ii) an appropriate Reserve has been established by the
Administrative Agent in its Permitted Discretion;


 


(k)            which
is a discontinued product or component thereof (unless such discontinuance does not adversely impact the salability of the remaining
Inventory);


 






    18


     


    

 


(l)            which
is the subject of a consignment by such Borrower as consignor; provided that, consigned Inventory may be eligible if the
applicable consignee has delivered to the Administrative Agent a Collateral Access Agreement and such other documentation and
the Administrative Agent may reasonably require;


 


(m)            which
contains or bears any intellectual property rights licensed to such Borrower unless the Administrative Agent is satisfied that
it may sell or otherwise dispose of such Inventory without (i) infringing the rights of such licensor, (ii) violating
any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties
incurred pursuant to sale of such Inventory under the current licensing agreement;


 


(n)            which
is not reflected in a current perpetual inventory report of such Borrower (unless such inventory (i) is reflected in a report
to the Administrative Agent as “in transit” inventory or (ii) constitutes Eligible Non-U16 Inventory); provided
that, notwithstanding the foregoing provisions of this clause (n), up to $20,000,000 of Inventory of the Borrowers
not reflected in a current perpetual inventory report, which $20,000,000 limitation shall not apply to Eligible Non-U16 Inventory
or “in-transit” inventory, and otherwise constituting “Eligible Inventory” may be included as Eligible
Inventory (such Inventory (subject to such cap), “Eligible Non-Perpetual Inventory”);


 


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


 


(p)            for
which any contract or related documentation (such as invoices or purchase orders) relating to such Inventory includes retention
of title rights in favor of the vendor or supplier thereof; provided that, Inventory of a Borrower which may be subject
to any rights of retention of title shall not be excluded from Eligible Inventory solely pursuant to this clause (p) in
the event that (A) the Administrative Agent shall have received evidence satisfactory to it that the full purchase price
of such Inventory has or will have been paid or (B) a Letter of Credit has been issued under and in accordance with the terms
of this Agreement for the purchase of such Inventory;


 


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


 


(r)            other
than to the extent permitted by the Administrative Agent in its Permitted Discretion, which constitutes raw materials of Winnebago
of Indiana.


 


In the event that
Inventory of any Borrower which was previously Eligible Inventory ceases to be Eligible Inventory hereunder, such Borrower or
the Borrower Representative shall notify the Administrative Agent thereof on and at the time of submission to the Administrative
Agent of the next Aggregate Borrowing Base Certificate and the Borrowing Base Certificate of such Borrower. Notwithstanding the
foregoing, the eligibility criteria for “Eligible Inventory” may not be made more restrictive or newly established
after the Effective Date (i) without at least three (3) Business Days’ prior notice to the Borrower Representative
and (ii) in response to circumstances or events in existence on the Effective Date and disclosed to the Administrative Agent
prior to the Effective Date (including under any field examinations or appraisals conducted prior to the Effective Date); provided
that, the foregoing limitation in clause (ii) shall not apply in the event of a material change in the scope or
magnitude of any such circumstances or events.


 


“Eligible
Non-Perpetual Inventory” has the meaning assigned to such term in clause (n) of the definition of “Eligible
Inventory”.


 


“Eligible
Non-U16 Inventory” has the meaning assigned to such term in clause (f) of the definition of “Eligible
Inventory”.


 






    19


     


    

 


“Environmental
Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation
or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and
safety matters.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Eurodollar”
when used in reference to any Loan or Borrowing, means that such Loan, or the Loans comprising such Borrowing, bears interest
at a rate determined by reference to the Adjusted LIBO Rate.


 


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


 






    20


     


    

 



“Excess Grand Design Borrowing Base” means,
at any time, the excess, if any, of (a) Grand Design’s Borrowing Base at such time over (b) the aggregate Grand
Design Revolving Exposures of all Lenders at such time.


 


“Excess Newmar
Borrowing Base” means, at any time, the excess, if any, of (a) Newmar’s Borrowing Base at such time over
(b) the aggregate Newmar Revolving Exposures of all Lenders at such time.


 


“Excess Winnebago
of Indiana Borrowing Base” means, at any time, the excess, if any, of (a) Winnebago of Indiana’s Borrowing
Base at such time over (b) the aggregate Winnebago of Indiana Revolving Exposures of all Lenders at such time.


 


“Excluded
Accounts” means, collectively, (a) payroll accounts, trust accounts, employee benefit accounts and zero-balance
disbursement accounts (that are not collection accounts) and (b) deposit accounts that have balances of no more than $250,000
individually or $1,000,000 in the aggregate for any period of thirty (30) consecutive days.


 


“Excluded
Assets” means, collectively:


 


(a)            any
fee-owned real property that does not constitute Material Real Property and all leasehold interests in real property;


 


(b)            any
 “intent-to-use” application for registration of a trademark filed pursuant to Section 1(b) of the
Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of
the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto,
solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would
impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable
federal law;


 


(c)            assets
in respect of which pledges and security interests are prohibited by applicable U.S. law, rule or regulation or agreements
with any U.S. governmental authority (other than to the extent that such prohibition would be rendered ineffective pursuant
to Sections 9-406, 9-407, 9-408, 9-409 or other applicable provisions of the UCC of any relevant jurisdiction
or any other applicable law); provided that, immediately upon the ineffectiveness, lapse or termination of any such prohibitions,
such assets shall automatically cease to constitute Excluded Assets;


 


(d)            margin
stock (within the meaning of Regulation U issued by the Board);


 


(e)            Equity
Interests in any entity other than wholly-owned Material Subsidiaries and, to the extent not requiring the consent of one
or more unaffiliated third parties or prohibited by the terms of any applicable organizational documents, joint venture agreement
or shareholders’ agreement, other Material Subsidiaries and joint ventures;


 


(f)            letter
of credit rights with a value of less than $5,000,000 (other than to the extent the security interest in such letter of credit
right may be perfected by the filing of UCC financing statements) and commercial tort claims with a value of less than $5,000,000;


 


(g)            any
lease, license, capital lease obligation or other agreement or any property subject to a purchase money security interest, similar
agreement or other contractual restriction to the extent that a grant of a security interest therein would violate or invalidate
such lease, license, capital lease obligation or agreement or purchase money arrangement or other contraction restriction or create
a right of termination in favor of any other party thereto (other than a Loan Party) (other than (x) proceeds and receivables
thereof, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition, (y) to the
extent that any such term has been waived or (z) to the extent that any such term would be rendered ineffective pursuant
to Sections 9-406, 9-407, 9-408, 9-409 or other applicable provisions of the UCC of any relevant jurisdiction
or any other applicable law); provided that, immediately upon the ineffectiveness, lapse or termination of any such term,
such assets shall automatically cease to constitute Excluded Assets;


 






    21


     


    

 


(h)            any
foreign assets (including foreign intellectual property) (other than pledges of the Applicable Pledge Percentage of the issued
and outstanding Equity Interests in any First Tier Foreign Subsidiary which is a Material Foreign Subsidiary as contemplated by
this Agreement) or credit support;


 


(i)            those
assets as to which the Administrative Agent and the Company reasonably agree that the cost of obtaining such a security interest
or perfection thereof are excessive in relation to the benefit to the Lenders of the security to be afforded thereby;


 


(j)            any
aircrafts and aircraft engines; and


 


(k)            Excluded
Accounts.


 


Notwithstanding the foregoing, “Excluded
Assets” shall not include any proceeds, products, substitutions or replacements of Excluded Assets (unless such proceeds,
products, substitutions or replacements would otherwise constitute Excluded Assets).


 


“Excluded
Domestic Subsidiary” means (a) any Domestic Subsidiary whose Equity Interests are owned directly or indirectly
by a CFC and (b) any Domestic Foreign Holdco Subsidiary.


 


“Excluded
Foreign Subsidiary” means a Foreign Subsidiary which is (a) a CFC or (b) a direct or indirect Foreign Subsidiary
owned by a CFC or Domestic Foreign Holdco Subsidiary.


 


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


 


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


 






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


 


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


 


“FCCR Test
Period” means any period (a) commencing on the last day of the most recently ended Test Period on or prior to the
date Aggregate Availability is less than the greater of $16,500,000 and 10% of the Aggregate Commitment at any time and (b) ending
on the day after Aggregate Availability has exceeded the greater of $16,500,000 and 10% of the Aggregate Commitment for thirty
(30) consecutive days.


 


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


 


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


 


“Final Release
Conditions” has the meaning assigned to such term in Section 9.19(c).


 


“Financial
Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Company.


 


“First
Lien Net Leverage Ratio” means, as of any date of determination, the ratio of (a) an amount equal
to (i) Consolidated Total Secured Indebtedness, but excluding any secured indebtedness to the extent the Liens with respect
thereto are subordinated to the Liens securing the Secured Obligations or the Term Loan Obligations, as of the last day of the
most recent Test Period on or prior to such date of determination minus (ii) the
aggregate amount of unrestricted and unencumbered cash and Permitted Investments included in the consolidated balance sheet of
the Company and its Subsidiaries as of such date, which aggregate amount shall be determined without giving pro forma effect to
the proceeds of Indebtedness incurred on such date to (ii) Consolidated EBITDA of the Company and its Subsidiaries for such
Test Period.


 


“First Tier
Foreign Subsidiary” means each Foreign Subsidiary with respect to which any one or more of the Company and its Domestic
Subsidiaries directly owns more than 50% of such Foreign Subsidiary’s issued and outstanding Equity Interests.




 






    23


     


    

 


“Fixed
Asset Priority Collateral” has the meaning assigned thereto in the ABL/Fixed Asset Intercreditor Agreement, and is intended
to indicate that portion of the Collateral subject to a prior Lien in favor of the Term Loans/Notes Agent.


 


“Fixed Charge
Coverage Ratio” means, for any period, the ratio of (a) Consolidated EBITDA minus Capital Expenditures (other
than Capital Expenditures (i) financed with Indebtedness (other than Revolving Loans), (ii) made to restore, replace
or rebuild assets subject to casualty or condemnation events to the extent made with the cash proceeds of insurance or condemnation
awards, (iii) to the extent made with the cash proceeds of permitted asset dispositions and/or (iv) constituting capital
assets acquired in a Permitted Acquisition) to (b) Fixed Charges, all calculated for the Company and its Subsidiaries on
a consolidated basis in accordance with GAAP.


 


“Fixed Charges”
means, for any period, without duplication, (a) cash Consolidated Interest Expense plus (b) to the extent positive,
expenses for income taxes paid in cash plus (c) scheduled cash principal payments made on Indebtedness for borrowed
money plus (d) cash dividends paid by the Company, plus (e) cash contributions to any Plan (to the extent
not accounted for in the calculation of Consolidated EBITDA), all calculated for the Company and its Subsidiaries (except as provided
in clause (d)) on a consolidated basis in accordance with GAAP; provided that, for purposes of determining satisfaction
of the Payment Condition, “Fixed Charges” shall also include, without duplication (i) all Restricted Payments
paid in cash by the Company and its Subsidiaries on a consolidated basis during such period pursuant to Section 6.09(g) and
(ii) cash payments of earn-out obligations.


 


“Flood Laws”
has the meaning assigned to such term in Article VIII.


 


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


 


“Foreign
Subsidiary” means any Subsidiary which is not a Domestic Subsidiary.


 


“Funding
Account” has the meaning assigned to such term in Section 4.01(f).


 


“GAAP”
means generally accepted accounting principles in the United States of America.


 


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


 


“Grand Design”
means Grand Design RV, LLC, an Indiana limited liability company.


 


“Grand Design
Revolving Exposures” means, with respect to any Lender at any time, and without duplication, the sum of (a) the
outstanding principal amount of the Revolving Loans made by such Lender to Grand Design at such time plus (b) such
Lender’s LC Exposure with respect to Letters of Credit issued for the account of Grand Design at such time plus (c) such
Lender’s Swingline Exposure with respect to Swingline Loans made to Grand Design at such time plus (d) an amount
equal to its Applicable Percentage of the aggregate principal amount of outstanding Protective Advances made to Grand Design at
such time plus (e) an amount equal to its Applicable Percentage of the aggregate principal amount of outstanding Overadvances
made to Grand Design at such time.


 






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“Grand Design
Utilization” means, at any time, the excess, if any, of (a) the aggregate Grand Design Revolving Exposures of all
Lenders over (b) the Grand Design Borrowing Base.


 


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


 


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


 


“Hostile
Acquisition” means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation
of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any
other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such
acquisition as to which such approval has been withdrawn.


 


“IBA”
has the meaning assigned to such term in Section 1.06.


 


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


 


“Incremental
Term  LoanLoans/Notes
Amount” means, at any time, an amount of Indebtedness such that, as of the most recently completed
Test Period ending prior to the date of the incurrence of such Indebtedness, after giving pro forma effect to such incurrence
and such acquisition in accordance with Section 1.04(b), the First LienSecured
Net Leverage Ratio calculated is less than or equal to 2.503.00
to 1.00.


 


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits
or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments,
(c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person
under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations
of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred
in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether
or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all
Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party
in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in
respect of bankers’ acceptances and (k) obligations of such Person under Sale and Leaseback Transactions (other than
such obligations constituting operating lease obligations). The Indebtedness of any Person shall include the Indebtedness of any
other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor
as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms
of such Indebtedness provide that such Person is not liable therefor. Notwithstanding the foregoing, the term “Indebtedness”
shall not include (i) purchase price adjustments, earnouts, holdbacks or deferred payments of a similar nature (including
deferred compensation representing consideration or other contingent obligations incurred in connection with an acquisition),
except in each case to the extent that such amount payable is, or becomes, reasonably determinable and contingencies have been
resolved or such amount would otherwise be required to be reflected on a balance sheet prepared in accordance with GAAP; (ii) current
accounts payable incurred in the ordinary course of business; (iii) obligations in respect of non-competes and similar
agreements; (iv) Swap Obligations; (v) Banking Services Obligations; (vi) licenses and operating leases; or (vii) Permitted
Call Spread Swap Agreements, and any obligations thereunder.


 






    25


     


    

 


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


 





“Indemnitee”
has the meaning assigned to such term in Section 9.03(b).


 


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


 


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


 


“Intercreditor
Agreement” means (a) in respect of the Term LoanLoans/Notes
Facility, the ABL/Term LoanFixed
Asset Intercreditor Agreement (b) in respect of any other Indebtedness intended to be secured by some or all
of the Collateral on a pari passu basis with the Obligations, an intercreditor agreement reasonably acceptable to the Administrative
Agent, the terms of which are consistent with market terms governing security arrangements for the sharing of Liens on a pari
passu basis at the time such intercreditor agreement is proposed to be established in light of the type of Indebtedness to be
secured by such Liens, as reasonably determined by the Administrative Agent and the Borrower Representative and,
(c) in respect of any other Indebtedness intended to be secured by some or all of the Collateral on a junior
priority basis with the Obligations, an intercreditor agreement reasonably acceptable to the Administrative Agent the terms of
which are consistent with market terms governing security arrangements for the sharing of Liens on a junior basis at the time
such intercreditor agreement is proposed to be established in light of the type of Indebtedness to be secured by such Liens, as
reasonably determined by the Administrative Agent and the Borrower Representative. and
(d) in respect of any other Indebtedness intended to be secured (x) by the ABL Priority Collateral on a junior priority
basis with the Obligations and (y) by the Fixed Asset Priority Collateral on a senior priority basis to the Obligations,
an intercreditor agreement reasonably acceptable to the Administrative Agent the terms of which are consistent with market terms
governing security arrangements for the sharing of Liens on such a basis at the time such intercreditor agreement is proposed
to be established in light of the type of Indebtedness to be secured by such Liens, as reasonably determined by the Administrative
Agent and the Borrower Representative.


 


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


 


“Interest
Payment Date” means (a) with respect to any ABR Loan (other than a Swingline Loan), the first Business Day of January,
April, July and October and the Maturity Date and (b) with respect to any Eurodollar Loan, the last day of the
Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest
Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals
of three months’ duration after the first day of such Interest Period and the Maturity Date of the Facility under which
such Eurodollar Loan was made.


 






    26


     


    

 


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


 


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


 


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


 


“Investment”
means, with respect to a specified Person, (a) any direct or indirect acquisition of or investment by such Person in any
Equity Interests, evidences of Indebtedness or other securities (including any option, warrant or other right to acquire any of
the foregoing) of, or any capital contribution or loans or advances (other than advances made in the ordinary course of business
that would be recorded as accounts receivable on the balance sheet of the specified Person prepared in accordance with GAAP) to,
Guarantees of any Indebtedness or other obligations of, or any other investment in, any other Person that are held or made by
the specified Person and (b) the purchase or acquisition (in one transaction or a series of related transactions) of all
or substantially all the property and assets or business of another Person or assets constituting a business unit, line of business,
division or product line of such other Person. The amount, as of any date of determination, of (i) any Investment in the
form of a loan or an advance shall be the principal amount thereof outstanding on such date (excluding any portion thereof representing
paid-in-kind interest or principal accretion), without any adjustment for write-downs or write-offs (including
as a result of forgiveness of any portion thereof) with respect to such loan or advance after the date thereof, (ii) any
Investment in the form of a Guarantee shall be determined in accordance with the definition of the term “Guarantee”,
(iii) any Investment in the form of a transfer of Equity Interests or other non-cash property by the investor to the
investee, including any such transfer in the form of a capital contribution, shall be the fair value (as determined reasonably
and in good faith by the Company in accordance with GAAP) of such Equity Interests or other property as of the time of the transfer,
minus any payments actually received in cash, or other property that has been converted into cash or is readily marketable
for cash, by such specified Person representing a return of capital of, or dividends or other distributions in respect of, such
Investment, but without any adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs
with respect to, such Investment after the date of such transfer, (iv) any Investment (other than any Investment referred
to in clause (i), (ii) or (iii) above) by the specified Person in the form of a purchase or other
acquisition for value of any Equity Interests, evidences of Indebtedness, other securities or assets of any other Person shall
be the original cost of such Investment (including any Indebtedness assumed in connection therewith), plus the cost of
all additions, as of such date, thereto, and minus the amount, as of such date, of any portion of such Investment repaid
to the investor in cash as a repayment of principal or a return of capital, and of any payments or other amounts actually received
by such investor representing dividends, returns, interest, profits, distributions, income or similar amount, in respect of such
Investment, as the case may be, but without any other adjustment for increases or decreases in value of, or write-ups, write-downs
or write-offs with respect to, such Investment after the date of such Investment, and (v) any Investment (other than
any Investment referred to in clause (i), (ii), (iii) or (iv) above) by the specified Person in any other Person
resulting from the issuance by such other Person of its Equity Interests to the specified Person shall be the fair value (as determined
reasonably and in good faith by a Financial Officer of the Company) of such Equity Interests at the time of the issuance thereof.
For purposes of Section 6.04, if an Investment involves the acquisition of more than one Person, the amount of such
Investment shall be allocated among the acquired Persons in accordance with GAAP; provided that pending the final determination
of the amounts to be so allocated in accordance with GAAP, such allocation shall be as reasonably determined by a Financial Officer
of the Company.


 






    27


     


    

 


“IRS”
means the United States Internal Revenue Service.


 


“Issuing
Bank” means, individually and collectively, each of JPMCB, in its capacity as the issuer of Letters of Credit hereunder,
and any other Lender from time to time designated by the Borrower Representative as an Issuing Bank, with the consent of such
Lender and the Administrative Agent, and their respective successors in such capacity as provided in Section 2.06(i).
Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by its Affiliates, in which case
the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate
(it being agreed that such Issuing Bank shall, or shall cause such Affiliate to, comply with the requirements of Section 2.06
with respect to such Letters of Credit). At any time there is more than one Issuing Bank, all singular references to the Issuing
Bank shall mean any Issuing Bank, either Issuing Bank, each Issuing Bank, the Issuing Bank that has issued the applicable Letter
of Credit, or both (or all) Issuing Banks, as the context may require.


 





“Issuing
Bank Sublimits” means, as of the Effective Date, (i) in the case of JPMCB, $5,000,000 and (ii) in the case
of any other Issuing Bank, such amount as shall be designated to the Administrative Agent and the Borrower Representative in writing
by such Issuing Bank; provided that, any Issuing Bank shall be permitted at any time, with the consent of the Borrower
Representative and the Administrative Agent, to increase or reduce its Issuing Bank Sublimit in its discretion (it being understood
and agreed that any such increase may be limited to the issuance of a particular Letter of Credit).


 


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


 


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


 


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


 


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


 


“LC Exposure”
means, at any time, the sum of the Commercial LC Exposure and the Standby LC Exposure at such time. The LC Exposure of any Lender
at any time shall be its Applicable Percentage of the total LC Exposure at such time.


 


“Lead Arranger”
means JPMorgan Chase Bank, N.A. in its capacity as the sole lead arranger and bookrunner for the credit facility evidenced by
this Agreement.


 






    28


     


    

 


“Lease Deficiency
Obligation” means after default, repossession and disposition of the Equipment which is the subject of or which secures
a Lease Financing, the amount, if any, by which (i) any and all obligations of the Loan Parties or their Subsidiaries to
a Lessor, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor)
in connection with a specific Lease Financing, exceeds (ii) the Net Proceeds realized by the Lessor upon the disposition
of the Equipment which is the subject of or which secures the specific Lease Financing.


 


“Lease Financing”
means (i) a lease of specific Equipment as defined in Article 2-A of the UCC, and (ii) a secured financing
transaction secured by specific Equipment, whether that transaction is called a lease or a loan, entered into by any Loan Party
or its Subsidiaries with any Lender or any of its Affiliates (in this context, the “Lessor”).


 


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


 


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


 


“Lessor”
has the meaning assigned to such term in the definition of “Lease Financing”.


 


“Letter of
Credit” means any letter of credit issued pursuant to this Agreement.


 


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


 


“LIBO
Rate” means, with respect to any Eurodollar Borrowing for any applicable Interest Period or for any ABR Borrowing,
the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the
administration of such rate for Dollars) for a period equal in length to such Interest Period as displayed on
pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a
Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the
appropriate page of such other information service that publishes such rate from time to time as shall be selected by
the Administrative Agent in its reasonable discretion, in each case (the “LIBO Screen Rate”) at
approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period; provided
that, (x) if the LIBO Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this
Agreement and (y) if the LIBO Screen Rate shall not be available at such time for a period equal in length to such
Interest Period (an “Impacted Interest Period”), then the LIBO Rate shall be the Interpolated Rate at such
time, subject to Section 2.14 in the event that the Administrative Agent shall conclude that it shall not be
possible to determine such Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error); provided
further, that, if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of
this Agreement. Notwithstanding the above, to the extent that “LIBO Rate” or “Adjusted LIBO
Rate” is used in connection with an ABR Borrowing, such rate shall be determined as modified by the definition of
Alternate Base Rate.


 


“LIBO Screen
Rate” has the meaning assigned to such term in the definition of “LIBO Rate”.


 


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


 






    29


     


    

 


“Loan Borrowing
Option” has the meaning assigned to such term in the DDA Access Product Agreement.


 


“Loan Documents”
means, collectively, this Agreement, the Collateral Documents, the Loan Guaranty, the Intercreditor Agreements, any promissory
notes executed and delivered pursuant to Section 2.10(e), any Letter of Credit applications and any agreements between
the Borrower Representative and the Issuing Bank regarding the Issuing Bank’s Issuing Bank Sublimit or the respective rights
and obligations between any Borrower and the Issuing Bank in connection with the issuance of Letters of Credit, and any and all
other instruments and documents executed and delivered in connection with any of the foregoing.


 


“Loan Guarantor”
means each Loan Party.


 


“Loan Guaranty”
means Article X of this Agreement.


 


“Loan Parties”
means, collectively, the Borrowers, the Company’s Material Domestic Subsidiaries and any other Person who becomes a party
to this Agreement pursuant to a Joinder Agreement and their successors and assigns, and the term “Loan Party” shall
mean any one of them or all of them individually, as the context may require.


 


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


 


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


 


“Material
Adverse Effect” means a material adverse effect on (a) the business, assets, operations, or financial condition
of the Company and the Subsidiaries taken as a whole, (b) the ability of the Loan Parties, taken as a whole, to perform any
of their respective payment obligations under this Agreement, (c) the validity or enforceability of this Agreement or any
and all other Loan Documents, or (d) the material rights or remedies of the Administrative Agent or the Lenders under the
Loan Documents.


 


“Material
Domestic Subsidiary” means each Domestic Subsidiary (other than an Excluded Domestic Subsidiary) that constitutes a
Material Subsidiary.


 


“Material
Foreign Subsidiary” means each Foreign Subsidiary that constitutes a Material Subsidiary.


 





“Material
Indebtedness” means any Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one
or more Swap Agreements, of any one or more of the Company and its Subsidiaries in an aggregate principal amount exceeding $15,000,000.
For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Company or any
Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements)
that the Company or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.


 


“Material
Real Property” means real property located in the United States with a book value (as reflected in the financial statements
delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the delivery of any such financial
statements, the financial statements referred to in Section 3.04)) of more than $7,500,00010,000,000
that is owned by the Company or any Domestic Subsidiary that is a Loan Party.


 






    30


     


    

 


“Material
Subsidiary” means each Subsidiary (i) which, as of the most recent fiscal quarter of the Company during the Test
Period, contributed greater than five percent (5%) of the Company’s Consolidated EBITDA for such period or (ii) which
contributed greater than five percent (5%) of Consolidated Total Assets as of such date; provided that, if at any
time the aggregate amount of Consolidated EBITDA or Consolidated Total Assets attributable to all Subsidiaries that are not Material
Subsidiaries exceeds twenty percent (20%) of Consolidated EBITDA for any such period or twenty percent (20%) of Consolidated
Total Assets as of the end of any such fiscal quarter, the Company (or, in the event the Company has failed to do so within ten
days, the Administrative Agent) shall designate sufficient Subsidiaries as “Material Subsidiaries” to eliminate such
excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Material Subsidiaries.




 


“Maturity
Date” means the earliest to occur of (i) October 22, 2024, (ii) the date on which the Commitments are
reduced to zero or otherwise terminated pursuant to the terms hereof, (iii) the date that is ninety-one (91) days prior to
the maturity date of the Term LoanLoans/Notes
Facility, if any Term Loans/Notes
are outstanding on such date, (iv) the date that is ninety-one (91) days prior to the earliest maturity date of any outstanding
Incremental EquivalentPriority
Lien Notes Debt (as defined in the Term LoanLoans/Notes
Agreement as of the date hereofAmendment
No. 2 Effective Date), if any Incremental EquivalentPriority
Lien Notes Debt is outstanding on such date and (v) the date that is ninety-one (91) days prior to the earliest
maturity date of any outstanding Permitted Convertible Notes, if any Permitted Convertible Notes are outstanding on such date;
provided further that, in each case, if such date is not a Business Day, the Maturity Date shall be the immediately preceding
Business Day.


 


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


 


“MNPI”
means material information concerning the Company and the Subsidiaries and their securities that has not been disseminated in
a manner making it available to investors generally, within the meaning of Regulation FD under the Securities Act and the Securities
Exchange Act of 1934.


 


“Moody’s”
means Moody’s Investors Service, Inc.


 


“Monthly
Reporting Period” means any period of time commencing on any day that the Aggregate Revolving Exposure (other than the
aggregate LC Exposure) has exceeded $50,000,000 for more than five (5) consecutive days and continuing until such subsequent
day, if any, on which the Aggregate Revolving Exposure (other than the aggregate LC Exposure) has not exceeded $0 for more than
sixty (60) consecutive days.


 


“Mortgage”
means each mortgage, deed of trust or other agreement which conveys or evidences a Lien in favor of the Administrative Agent,
for the benefit of the Administrative Agent and the Secured Parties, on real property of a Loan Party, including any amendment,
restatement, modification or supplement thereto; provided that no Mortgage shall contain any defaults other than by reference
to the defaults set forth in this Agreement; and further provided, in the event the Mortgage shall be recorded in a jurisdiction
which charges mortgage recording taxes, intangible taxes or documentary taxes or other similar taxes and/or charges, such Mortgage
shall only secure such an amount not to exceed the fair market value (as reasonably determined by Borrower Representative and
as reasonably acceptable to the Administrative Agent) of the Material Real Property secured by such Mortgage.


 





“Mortgage
Instruments” means with respect to any Material Real Property for which a Mortgage is being recorded, (a) such
title reports and ALTA title insurance policies (or unconditional commitment to issue such policy or policies) reasonably acceptable
to Administrative Agent, in an amount not to exceed 110% of the fair market value (as reasonably acceptable to the Administrative
Agent) of such Material Real Property (with endorsements reasonably requested by Administrative Agent and as are available in
the applicable jurisdiction) and with all premiums fully paid, (b) either (i) an ALTA survey reasonably acceptable to
Administrative Agent or (ii) previously obtained ALTA survey and affidavits of “no-change” with respect to
each such survey, such survey and affidavit to be in form and substance reasonably acceptable to the Administrative Agent and
to be sufficient to issue title insurance policies to the Administrative Agent providing all reasonably required survey coverage
and survey endorsements and zoning endorsements, (c) acquisition of FEMA standard life-of-loan flood hazard determinations
for such Material Real Property, and if any building located on such Material Real Property is determined to be in a special hazard
area, delivery of (i) a notice with respect to such flood insurance and (ii) evidence of flood insurance, (d) a
local counsel opinion as to the enforceability of each Mortgage in the state in which the Material Real Property described in
such Mortgage is located and other matters customarily covered in real estate enforceability opinions in form and substance reasonably
acceptable to Administrative Agent, except with respect to the Material Real Property located in Oregon, written confirmation
from local counsel that is in form and substance reasonably acceptable to Administrative Agent that such Mortgage Instrument satisfies
the basic requirements for amending a deed of trust under Oregon law and is suitable for recording, (e) mortgage tax affidavits
and declarations and other similar information and related certifications that are required in the jurisdiction in which a Mortgage
is being filed in order to permit such filing and such affidavits and certificates as are required to issue the title insurance
policies, provided, appraisals shall not be required to be delivered in connection with any Mortgage (in each case, other than
such documentation already in the possession of any Loan Party) and (f) environmental assessments and reports and zoning
reports in form and substance reasonably acceptable to the Administrative Agent.


 






    31


     


    

 


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


 


“Net Orderly
Liquidation Value” means, with respect to Inventory of any Person, the orderly liquidation value thereof as determined
in a manner reasonably acceptable to the Administrative Agent by an appraiser acceptable to the Administrative Agent, net of all
costs of liquidation thereof.


 


“Newmar”
means Newmar Corporation, an Indiana corporation.


 


“Newmar Revolving
Exposures” means, with respect to any Lender at any time, and without duplication, the sum of (a) the outstanding
principal amount of the Revolving Loans made by such Lender to Newmar at such time plus (b) such Lender’s LC
Exposure with respect to Letters of Credit issued for the account of Newmar at such time plus (c) such Lender’s
Swingline Exposure with respect to Swingline Loans made to Newmar at such time plus (d) an amount equal to its Applicable
Percentage of the aggregate principal amount of outstanding Protective Advances made to Newmar at such time plus (e) an
amount equal to its Applicable Percentage of the aggregate principal amount of outstanding Overadvances made to Newmar at such
time.


 


“Newmar Utilization”
means, at any time, the excess, if any, of (a) the aggregate Newmar Revolving Exposures of all Lenders over (b) the
Newmar Borrowing Base.


 


“Non-Consenting
Lender” has the meaning assigned to such term in Section 9.02(e).


 


“NYFRB”
means the Federal Reserve Bank of New York.


 


“NYFRB Rate”
means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight
Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day);
provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate”
means the rate for a federal funds transaction quoted at 11:00 a.m., New York City time, on such day received by the Administrative
Agent from a Federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid
rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.





 






    32


     


    

 


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


 


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


 


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


 


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


 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment
made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed
with respect to an assignment (other than an assignment made pursuant to Section 2.19).


 


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


 


“Overnight
Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar borrowings
by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set
forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight
bank funding rate.


 


“Participant”
has the meaning set forth in Section 9.04.


 


“Participant
Register” has the meaning set forth in Section 9.04(c).


 


“Patriot
Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).


 


“Payment
Condition” means, with respect to any proposed designated action on any date, a condition that is satisfied if (a) after
giving effect to such proposed designated action as if it occurred on the first day of the applicable Pro Forma Period, the pro
forma Aggregate Availability shall be greater than the greater of $33,000,000 and 20% of the Aggregate Commitment at all times
during such Pro Forma Period or (b) both (i) after giving effect to such proposed designated action as if it occurred
on the first day of such Pro Forma Period, the pro forma Aggregate Availability shall be greater than the greater of $24,750,000
and 15% of the Aggregate Commitment at all times during such Pro Forma Period and (ii) the Fixed Charge Coverage Ratio, computed
on a pro forma basis for the period of four consecutive fiscal quarters ending on the most recent fiscal quarter of the Company
for which financial statements have been delivered pursuant to Section 5.01, shall be greater than 1.10 to 1.00.


 






    33


     


    

 





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


 


“Permitted
Acquisition” means any Acquisition by any Loan Party or Subsidiary in a transaction that satisfies each of the following
requirements:


 


(a)            such
Acquisition is not a Hostile Acquisition;


 


(b)            such
Person or division or line of business is engaged in the same or a similar line of business as the Company or any of its Subsidiaries
or any business activities reasonably related or ancillary thereto;


 


(c)            no
Default exists at the time of such Acquisition or would result therefrom;


 


(d)            if
such Acquisition constitutes a Material Acquisition, the Administrative Agent shall have received a description of the material
terms of such Acquisition and the audited financial statements (or, if unavailable, management-prepared financial statements)
of such Person or division or line of business of such Person for its two most recently ended fiscal years and for any fiscal
quarters ended within the fiscal year to-date for which such financial statements are available;


 


(e)            if
such Acquisition involves a merger, amalgamation or a consolidation involving the Company or any other Loan Party, the Company
or a Loan Party, as applicable, shall be the surviving entity in compliance with Section 6.03 (subject to any grace
periods specified in Section 5.14); and


 


(f)            the
Company shall have delivered to the Administrative Agent final executed material documentation relating to such Acquisition promptly
after request therefor by the Administrative Agent.


 


“Permitted
Call Spread Swap Agreements” means (a) any Swap Agreement (including, but not limited to, any bond hedge transaction
or capped call transaction) pursuant to which the Company acquires an option requiring the counterparty thereto to deliver to
the Company shares of common stock of the Company (or other securities or property following a merger event or other change of
the common stock of the Company), the cash value thereof or a combination thereof from time to time upon exercise of such option
entered into by the Company in connection with the issuance of Permitted Convertible Notes (such transaction, a “Bond
Hedge Transaction”) and (b) any Swap Agreement pursuant to which the Company issues to the counterparty thereto
warrants to acquire common stock of the Company (or other securities or property following a merger event or other change of the
common stock of the Company) (whether such warrant is settled in shares, cash or a combination thereof) entered into by the Company
in connection with the issuance of Permitted Convertible Notes (such transaction, a “Warrant Transaction”);
provided that (i) the terms, conditions and covenants of each such Swap Agreement shall be acceptable to the Administrative
Agent in its Permitted Discretion), (ii) the purchase price for such Bond Hedge Transaction, less the proceeds received by
the Company from the sale of any related Warrant Transaction, does not exceed the net proceeds received by the Company from the
issuance of the related Permitted Convertible Notes and (iii) in the case of clause (b) above, such Swap Agreement
would be classified as an equity instrument in accordance with GAAP.


 


“Permitted
Convertible Notes” means any unsecured notes issued by the Company that are convertible into a fixed number
(subject to customary anti-dilution adjustments, “make-whole” increases and other customary changes
thereto) of shares of common stock of the Company (or other securities or property following a merger event or other change
of the common stock of the Company), cash or any combination thereof (with the amount of such cash or such combination
determined by reference to the market price of such common stock or such other securities); provided that, the
Indebtedness thereunder must satisfy each of the following conditions: (i) both immediately prior to and after giving
effect (including pro forma effect) thereto, no Default or Event of Default shall exist or result therefrom, (ii) such
Indebtedness matures after, and does not require any scheduled amortization or other scheduled or otherwise required payments
of principal prior to, and does not permit any Loan Party to elect optional redemption or optional acceleration that would be
settled on a date prior to, the date that is ninety-one (91) days after the Maturity Date (it being understood that
neither (x) any provision requiring an offer to purchase such Indebtedness as a result of change of control or other
fundamental change nor (y) any early conversion of any Permitted Convertible Notes in accordance with the terms thereof,
in either case, shall violate the foregoing restriction), (iii) such Indebtedness is not guaranteed by any Subsidiary of
the Company other than a Loan Party (which guarantees, if such Indebtedness is subordinated, shall be expressly subordinated
to the Secured Obligations on terms not less favorable to the Lenders than the subordination terms of such Subordinated
Indebtedness) and (iv) the terms, conditions and covenants of such Indebtedness must be customary for convertible
Indebtedness of such type (as determined by the board of directors of the Company, or a committee thereof, in good
faith).


 






    34


     


    

 


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


 


“Permitted
Encumbrances” means:


 


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


 


(b)            carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in
the ordinary course of business and securing obligations that are not overdue by more than sixty (60) days or are being contested
in compliance with Section 5.04;


 


(c)            (i) pledges
and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and
other social security laws or regulations and (ii) pledges and deposits in the ordinary course of business securing liability
for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees
for the benefit of) insurance carriers providing property, casualty or liability insurance to the Company or any Subsidiary;


 


(d)            deposits
to secure the performance of bids, trade contracts, leases, statutory obligations, surety, stay, customs and appeal bonds, performance
bonds and other obligations of a like nature (including (i) those to secure health, safety and environmental obligations
and (ii) letters of credit and bank guarantees required or requested by any Governmental Authority in connection with any
contract or law), in each case in the ordinary course of business;


 


(e)            judgment
Liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII;


 


(f)            matters
of record affecting title to any real or leased property and any survey exceptions, encroachments, rights of parties in possession
under written leases or occupancy agreements, title defects, easements, zoning restrictions, rights-of-way and similar
encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations
that are substantial in amount and do not materially detract from the value of the affected property or interfere in any material
respect with the ordinary conduct of business of the Company or any Subsidiary;


 






    35


     


    

 


(g)            Liens
in favor of a banking or other financial institution arising as a matter of law or in the ordinary course of business under customary
general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right
of set-off) and that are within the general parameters customary in the banking industry or arising pursuant to such banking
institution’s general terms and conditions;


 


(h)            Liens
on specific items of inventory or other goods and proceeds thereof of any Person securing such Person’s obligations in respect
of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase,
shipment or storage of such inventory or other goods in the ordinary course of business;


 


(i)            Liens
encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts
or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;





 


(j)            (i) leases,
licenses, subleases or sublicenses granted to others in the ordinary course of business that do not (A) interfere in any
material respect with the business of the Company and its Subsidiaries, taken as a whole or (B) secure any Indebtedness or
(ii) the rights reserved or vested in any Person (including any Governmental Authority) by the terms of any lease, license,
franchise, grant or permit held by the Company or any of its Subsidiaries or by a statutory provision, to terminate any such lease,
license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;


 


(k)            ground
leases or subleases, licenses or sublicenses in respect of real property on which facilities owned or leased by the Company or
any Subsidiary are located;


 


(l)            (i) zoning,
building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business
complies, and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate
the use of any real property that does not materially interfere with the ordinary conduct of the business of the Company and its
Subsidiaries, taken as a whole;


 


(m)            Liens
arising from precautionary UCC financing statement or similar filings;


 


(n)            licenses,
sublicenses and cross-licenses of Intellectual Property in the ordinary course of business; and


 


(o)            any
interest or title of a lessor, sublessor, lessee or sublessee under any lease in existence on the day hereof or permitted by this
Agreement and the Collateral Documents.


 


“Permitted
Investments” means:


 


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


 


(b)            investments
in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition,
the highest credit rating obtainable from S&P or from Moody’s;


 






    36


     


    

 


(c)            investments
in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition
thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of
any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital
and surplus and undivided profits of not less than $500,000,000;


 


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


 


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


 


(f)            other
investments made in accordance with the Company’s investment policy as disclosed to the Administrative Agent prior to the
Effective Date and with such amendments or modifications thereto as are from time to time approved by the Administrative Agent;


 


(g)            investments
in Indebtedness that is (x) issued by Persons with (i) a short term credit rating of “P-1”
or higher from Moody’s or “A-1” or higher from S&P or (ii) a long term rating of
 “A2” or higher from Moody’s or “A” or higher from S&P, in each case for clauses
(i) and (ii) with maturities not more than twelve (12) months after the date of acquisition and
(y) of a type customarily used by companies for cash management purposes;


 


(h)            securities
with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory
of the United States of America, by any political subdivision or taxing authority of any such state, commonwealth or territory
or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority
or foreign government (as the case may be) receive at least (i) a short term credit rating of “P-1”
or higher from Moody’s or “A-1” or higher from S&P or (ii) a long term rating of “A2”
or higher from Moody’s or “A” or higher from S&P;


 


(i)            investments
in money market funds substantially all the assets of which are comprised of securities of the types described in clauses (a) through
(h) above;


 


(j)            securities
with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or
any commercial bank satisfying the requirements of clause (c) above; and


 


(k)            in
the case of any Foreign Subsidiary, other short-term investments that are analogous to the foregoing, are of comparable credit
quality and are customarily used by companies in the jurisdiction of such Foreign Subsidiary for cash management purposes.


 


“Permitted
Unsecured Indebtedness” means Indebtedness of the Company or any Subsidiary (a) that is not (and any Guarantees
thereof by the Company or Subsidiaries are not) secured by any collateral (including the Collateral), (b) that does not mature
earlier than the date that is ninety-one (91) days after the Maturity Date, and has a Weighted Average Life to Maturity no
shorter than the Maturity Date in effect at the time of incurrence of such Indebtedness, (c) that, in the case of such Indebtedness
in the form of bonds, debentures, notes or similar instrument, does not provide for any amortization, mandatory prepayment, redemption
or repurchase (other than upon a change of control, fundamental change, customary asset sale or event of loss mandatory offers
to purchase and customary acceleration rights after an event of default and, for the avoidance of doubt, rights to convert or
exchange in the case of convertible or exchangeable Indebtedness) prior to the Maturity Date, (d) that contains covenants,
events of default, guarantees and other terms that are customary for similar Indebtedness in light of then-prevailing market
conditions (it being understood and agreed that such Indebtedness shall not include any financial maintenance covenants and that
applicable negative covenants shall be incurrence-based to the extent customary for similar Indebtedness) and, when taken
as a whole (other than interest rates, rate floors, fees and optional prepayment or redemption terms), are not more favorable
(as reasonably determined by the Company in good faith) to the lenders or investors providing such Permitted Unsecured Indebtedness,
as the case may be, than those set forth in the Loan Documents are with respect to the Lenders (other than covenants or other
provisions applicable only to periods after the Maturity Date); provided that a certificate of a Financial Officer of the
Company delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness
or the modification, refinancing, refunding, renewal or extension thereof (or such shorter period of time as may reasonably be
agreed by the Administrative Agent), together with a reasonably detailed description of the material terms and conditions of such
resulting Indebtedness or drafts of the material definitive documentation relating thereto, stating that the Company has determined
in good faith that such terms and conditions satisfy the foregoing requirements shall be conclusive, and (e) that is not
guaranteed by any Person other than on an unsecured basis by the Company and/or Subsidiaries that are Loan Parties.


 






    37


     


    

 


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


 


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


 


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





 


“Platform”
means Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system.


 


“Pledge Subsidiary”
means (i) each Domestic Subsidiary and (ii) each First Tier Foreign Subsidiary which is a Material Subsidiary.


 


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


 


“Pro Forma
Period” means the period commencing thirty (30) days prior to the date of any proposed designated action and ending
on the date of such proposed designated action.


 


“Projections”
has the meaning assigned to such term in Section 3.11.


 


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


 


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


 






    38


     


    

 


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


 


“QFC Credit
Support” has the meaning assigned to it in Section 9.23.


 


“Qualified
Equity Interests” means Equity Interests of the Company other than Disqualified Equity Interests.


 


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


 


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


 


“Refinancing
Convertible Notes” has the meaning assigned to such term in Section 6.09.


 


“Refinancing
Indebtedness” means, in respect of any Indebtedness (the “Original Indebtedness”), any
Indebtedness that extends, renews or refinances such Original Indebtedness (or any Refinancing Indebtedness in respect
thereof); provided that (a) the principal amount (or accreted value, if applicable) of such Refinancing
Indebtedness shall not exceed the principal amount (or accreted value, if applicable) of such Original Indebtedness except by
an amount no greater than accrued and unpaid interest with respect to such Original Indebtedness and any reasonable fees,
premium and expenses relating to such extension, renewal or refinancing; (b) the stated final maturity of such
Refinancing Indebtedness shall not be earlier than that of such Original Indebtedness, and such stated final maturity shall
not be subject to any conditions that could result in such stated final maturity occurring on a date that precedes the stated
final maturity of such Original Indebtedness; (c) such Refinancing Indebtedness shall not be required to be repaid,
prepaid, redeemed, repurchased or defeased, whether on one or more fixed dates, upon the occurrence of one or more events or
at the option of any holder thereof (except, in each case, upon the occurrence of an event of default or a change in control,
fundamental change, or upon conversion or exchange in the case of convertible or exchangeable Indebtedness or as and to the
extent such repayment, prepayment, redemption, repurchase or defeasance would have been required pursuant to the terms of
such Original Indebtedness) prior to (i) if such Refinancing Indebtedness is secured on a pari passu basis with the
Revolving Loans, the maturity of such Original Indebtedness or (ii) otherwise, the date that is ninety one (91) days
after the Maturity Date; (d) the Weighted Average Life to Maturity of such Refinancing Indebtedness shall be longer than
the Weighted Average Life to Maturity of such Original Indebtedness remaining as of the date of such extension, renewal or
refinancing; (e) such Refinancing Indebtedness shall not constitute an obligation (including pursuant to a Guarantee) of
any Subsidiary, in each case that shall not have been (or, in the case of after-acquired Subsidiaries, shall not have
been required to become pursuant to the terms of the Original Indebtedness) an obligor in respect of such Original
Indebtedness, and shall not constitute an obligation of any Borrower if such Borrower shall not have been an obligor in
respect of such Original Indebtedness, and, in each case, shall constitute an obligation of such Subsidiary or of such
Borrower only to the extent of their obligations in respect of such Original Indebtedness; (f) if such Original
Indebtedness shall have been subordinated to the Obligations, such Refinancing Indebtedness shall also be subordinated to the
Obligations on terms not less favorable in any material respect to the Lenders; (g) if secured by the Collateral on a
junior lien basis or if unsecured, such Refinancing Indebtedness does not provide for any amortization, mandatory prepayment,
redemption or repurchase (other than upon a change of control, fundamental change, customary asset sale or event of loss
mandatory offers to purchase and customary acceleration rights after an event of default and, for the avoidance of doubt,
rights to convert or exchange in the case of convertible or exchangeable Indebtedness) prior to the latest maturity date of
the Indebtedness being refinanced, (h) such Refinancing Indebtedness does not contain covenants, events of default and
other terms customary for similar Indebtedness in light of then-prevailing market conditions that, when taken as a whole
(other than interest rates, rate floors, fees and optional prepayment or redemption terms), are more favorable (as reasonably
determined by the Borrower Representative in good faith) to the lenders, holders or investors, as the case may be, providing
such Refinancing Indebtedness than those applicable to the relevant Original Indebtedness (provided that a certificate
of a Financial Officer delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of
such Refinancing Indebtedness, together with a reasonably detailed description of the material terms and conditions of such
Refinancing Indebtedness or drafts of the material definitive documentation relating thereto, stating that the Borrower
Representative has determined in good faith that such terms and conditions satisfy the requirement of this clause
(h) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative
Agent notifies the Borrower Representative within such five (5) Business Day period that it disagrees with such
determination (including a description of the basis upon which it disagrees)), and (i) such Refinancing Indebtedness
shall not be secured by any Lien on any asset other than the assets that secured such Original Indebtedness (or would have
been required to secure such Original Indebtedness pursuant to the terms thereof) or, in the event Liens securing such
Original Indebtedness shall have been contractually subordinated to any Lien securing the Obligations, by any Lien that shall
not have been contractually subordinated to at least the same extent (and, if such Original Indebtedness is subject to an
Intercreditor Agreement, such Refinancing Indebtedness shall, if secured, be subject to an Intercreditor Agreement).


 






    39


     


    

 


“Register”
has the meaning set forth in Section 9.04.


 


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


 


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


 


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


 


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


 





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


 


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


 


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


 


“Repurchase
Agreements” means, collectively, repurchase agreements, by and among one or more Loan Parties and a financial institution
that provides financing to a dealer who purchases vehicles from one or more Loan Parties, which repurchase agreements (i) provide
that, in the event of default by a dealer in its obligation to such financial institution, such Loan Party or Loan Parties will
repurchase vehicles sold to the dealer that have not been purchased by customers and (ii) are entered into by the applicable
Loan Parties in the ordinary course of business consistent with past practices (or are otherwise customarily entered into in the
ordinary course of business generally by manufacturers of recreational vehicles).


 






    40


     


    

 


“Required
Lenders” means, subject to Section 2.20, at any time, Lenders having Revolving Exposures and unused Commitments
representing at least 66 2/3% of the sum of the total Revolving Exposures and unused Commitments at such time; provided
that, at any time that there are two (2) or more Lenders, “Required Lenders” must include at least two
(2) Lenders (that are not Affiliates of one another).


 


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


 


“Reserves”
means any and all reserves which the Administrative Agent deems necessary, in its Permitted Discretion, to maintain (including,
without limitation, reserves for accrued and unpaid interest on the Secured Obligations, Banking Services Reserves, Specified
Reserves, Specified Reporting Reserves, reserves for rent at locations leased by any Loan Party and for consignee’s, warehousemen’s
and bailee’s charges, reserves for dilution of Accounts, reserves for Inventory shrinkage, reserves for customs charges
and shipping charges related to any Inventory in transit, reserves for Swap Agreement Obligations, reserves for contingent liabilities
of any Loan Party, reserves for uninsured losses of any Loan Party, reserves for uninsured, underinsured, un-indemnified or
under-indemnified liabilities or potential liabilities with respect to any litigation and reserves for taxes, fees, assessments,
and other governmental charges) with respect to the Collateral or any Loan Party; provided that, notwithstanding the foregoing,
(i) the Administrative Agent may not implement any new reserves or increase the amount of any existing Reserves without at
least three (3) Business Days’ prior notice to the Borrower Representative and (ii) Reserves shall not be in duplication
of eligibility criteria.


 


“Responsible
Officer” means the chief executive officer, president, a Financial Officer or a member of the senior management team
of the Company or any other Person designated by any such Person in writing to the Administrative Agent and reasonably acceptable
to the Administrative Agent.


 


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





 


“REVLIBOR30
Rate” means the London interbank offered rate administered by ICE Benchmark Administration (or any other Person that
takes over the administration of such rate for Dollars) for a one (1) month period as displayed on pages LIBOR01 or
LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen,
on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other
information service that publishes such rate from time to time as shall be selected by the Administrative Agent in its reasonable
discretion; in each case, the “REVLIBOR30 Screen Rate”) at approximately 11:00 a.m., London time, two (2) Business
Days prior to the first (1st) Business Day of each month, adjusted monthly on the first (1st) Business Day of each month; provided
that, (x) if the REVLIBOR30 Screen Rate shall be less than zero, such rate shall be deemed to be zero for purposes of
this Agreement and (y) if the REVLIBOR30 Screen Rate shall not be available at such time for such a period, then the REVLIBOR30
Rate shall be equal to the Alternate Base Rate.


 






    41


     


    

 


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


 


“Revolving
Exposure Limitations” has the meaning set forth in Section 2.01.


 


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


 


“Sale and
Leaseback Transaction” means any sale or other transfer of any property or asset by any Person with the intent to lease
such property or asset as lessee.


 


“S&P”
means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.


 


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


 


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


 


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


 


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


 


“Secured
Net Leverage Ratio” means, as of any date of determination, the ratio of (a) an amount equal to (i) Consolidated
Total Secured Indebtedness minus (ii) the aggregate amount of unrestricted and unencumbered cash and Permitted Investments
included in the consolidated balance sheet of the Company and its Subsidiaries as of such date, which aggregate amount shall be
determined without giving pro forma effect to the proceeds of Indebtedness incurred on such date to (ii) Consolidated EBITDA
of the Company and its Subsidiaries for such Test Period.


 


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


 


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


 






    42


     


    

 


“Securities
Act” means the United States Securities Act of 1933, as amended from time to time.


 


“Security
Agreement” means the Amended and Restated Pledge and Security Agreement (including any and all supplements thereto),
dated as of the date hereof, between the Loan Parties and the Administrative Agent, for the benefit of the Administrative Agent
and the other Secured Parties, as the same may be amended, restated or otherwise modified from time to time.


 


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


 


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


 


“Specified
Reporting Reserve” means a Reserve established by the Administrative Agent during each fiscal quarter (the “current
fiscal quarter”) of the Company (other than during a Monthly Reporting Period or Weekly Reporting Period) in an amount equal
to $10,000,000 on the 45th day following the end of the immediately preceding fiscal quarter (the “prior fiscal quarter”),
which amount shall be increased to $20,000,000 on the 75th day following the end of the prior fiscal quarter and subsequently
decreased to $0 upon the Administrative Agent’s receipt of an Aggregate Borrowing Base Certificate and a Borrowing Base
Certificate for each Borrower for the current fiscal quarter.


 


“Specified
Reserves” means, with respect to any Borrower, Reserves established by the Administrative Agent in its Permitted Discretion
from time to time for (a) repurchase obligations of such Borrower, (b) warranty obligations of such Borrower, (c) accrued
sales rebates provided by such Borrower and (d) free on board (FOB) destination delivery terms provided by such Borrower.


 


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


 


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


 


“Statements”
has the meaning assigned to such term in Section 2.18(g).


 


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


 






    43


     


    

 



  


“Subordinated
Indebtedness” means any Indebtedness of the Company or any Subsidiary the payment of which is subordinated to payment
of the obligations under the Loan Documents.


 


“Subordinated
Indebtedness Documents” means any document, agreement or instrument evidencing any Subordinated Indebtedness or entered
into in connection with any Subordinated Indebtedness.


 


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


 


“Subsidiary”
means any subsidiary of the Company.


 


“Supported
QFC” has the meaning assigned to it in Section 9.23.


 


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


 


“Swap Agreement
Obligations” means any and all obligations of the Loan Parties and their Subsidiaries, whether absolute or contingent
and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof
and substitutions therefor), under (a) any and all Swap Agreements permitted hereunder with a Lender or an Affiliate of a
Lender, and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any such Swap Agreement transaction
permitted hereunder with a Lender or an Affiliate of a Lender.


 


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


 


“Swingline
Exposure” means, at any time, the sum of the aggregate principal amount of all outstanding Swingline Loans. The Swingline
Exposure of any Lender at any time shall be its Applicable Percentage of the aggregate Swingline Exposure.


 


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


 


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


 


“Syndication
Agent” means BMO Harris Bank N.A.


 






    	 	43	 



     


    

 


“Target Balance”
has the meaning assigned to such term in the DDA Access Product Agreement.


 


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


 


“Term LoanLoans/Notes
Agent” means JPMCB,
initially, U.S. Bank National Association, in its capacity as administrative
agentindenture trustee under
the initial Term LoanLoans/Notes
Agreement (or any successor agent or trustee
thereunder or under any replacement thereof) and any other indenture
trustee, agent or other representative appointed as such under any Term Loans/Notes Agreement.


 


“Term Loans/Notes”
has the meaning assigned to itthe
term “Notes” or “Term Loans” in the Term LoanLoans/Notes
Agreement (as in effect on the Amendment No. 2
Effective Date) or any equivalent term in any Term
Loans/Notes Agreement (as in effect on the date of entry thereto so long as the entry thereto was permitted by the terms of the
Loan Documents).


 


“Term LoanLoans/Notes
Agreement” means that certain Loan Agreement, dated as of November 8,
2016, among Octavius Corporation, as borrower, the other Loan Parties from time to time party thereto, the Term Loan Agent and
the lenders from time to time party thereto,senior
secured notes indenture dated as of the Amendment No. 2 Effective Date, among Winnebago Industries, Inc., the guarantors
named therein and the Term Loans/Notes Agent, as the same may be amended, restated, supplemented or otherwise modified
from time to time and as,
in the event such agreement is replaced or refinanced in whole or in part (whether with the same group of lenders
or,
a different group of lenders, investors or any other holders of
any other Indebtedness) in accordance with the terms hereof and of the ABL/Term
LoanFixed Asset Intercreditor
Agreement, “Term Loans/Notes Agreement” shall mean the
credit agreement, loan agreement, indenture or other definitive document that replaces or refinances such agreement.


 


“Term LoanLoans/Notes
Documents” means, collectively, the Term LoanLoans/Notes
Agreement and all other agreements, instruments, documents and certificates executed and/or delivered in connection
therewith, as the same may be amended, restated, supplemented, refinanced,
replaced or otherwise modified from time to time in accordance with the terms hereof and of the ABL/Term
LoanFixed Asset Intercreditor
Agreement.


 


“Term LoanLoans/Notes
Facility” means theany
secured term loan facility, any senior secured note
issuance or any other Indebtedness or other financial accommodation incurred pursuant to the terms of the Term
LoanLoans/Notes
Agreement.


 


“Term LoanLoans/Notes
Obligations” means the Indebtedness and other obligations of the Company and its Subsidiaries under
the Term LoanLoans/Notes
Documents.


 


“Test Period”
means, for any date of determination under this Agreement, a single period consisting of the most recent four consecutive fiscal
quarters of the Company for which financial statements have been required to be delivered pursuant to Section 5.01(a) or
Section 5.01(b), as applicable (or, if prior to the date of the delivery of the first financial statements to be delivered
pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a)).


 


“Total Commitment
Utilization” means, at any time, a percentage equal to a fraction the numerator of which is the Aggregate Revolving
Exposure at such time and the denominator of which is the Aggregate Commitment at such time.


 






    	 	44	 



     


    

 


“Total Net
Leverage Ratio” means, as of any date of determination, the ratio of (a) an amount equal to (i) Consolidated
Total Indebtedness as of the last day of the most recently ended Test Period minus (ii) the aggregate amount of unrestricted
and unencumbered cash and Permitted Investments included in the consolidated balance sheet of the Company and its Subsidiaries
as of such date of determination to (b) Consolidated EBITDA for such Test Period, all calculated for the Company and its
Subsidiaries on a consolidated basis in accordance with GAAP.


 


“Transaction
Costs” means any fees or expenses incurred or paid by the Company or any Subsidiary in connection with the Transactions,
this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.


 


“Transactions”
means, collectively, (a) the execution, delivery and performance by the Loan Parties of this Agreement, the borrowing of
Loans, the use of the proceeds thereof and the granting of Liens by the Loan Parties under the Loan Documents, (b) the consummation
of any other transactions in connection with the foregoing and (c) the payment of the fees and expenses incurred in connection
with any of the foregoing.


 


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


 


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


 


“U16 Inventory”
mean work-in-process Inventory of a Borrower constituting near-complete finished units that are categorized as “U16”
(or such other designation assigned to such near-complete finished units with notice to the Administrative Agent after completion
of the Company’s ERP implementation) in accordance with the Company’s accounting practices in the ordinary course
of business consistent with past practice prior to the Effective Date or otherwise acceptable to the Administrative Agent in its
Permitted Discretion.


 


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


 


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


 


“U.S. Special
Resolution Regime” has the meaning assigned to it in Section 9.23.


 


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


 


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


 


“Warrant
Transaction” has the meaning assigned to such term in the definition of “Permitted Call Spread Swap Agreement”.


 






    	 	45	 



     


    

 


“Weekly Reporting
Period” means any period of time (a) when an Event of Default has occurred and is continuing or (b) commencing
on any day that the Aggregate Availability is less than the greater of $16,500,000 and 10% of the Aggregate Commitment and continuing
until such subsequent date, if any, as when the Aggregate Availability has exceeded the greater of $16,500,000 and 10% of the
Aggregate Commitment for thirty (30) consecutive days.


 


“Weighted
Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by
dividing: (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment,
sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect
thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and
the making of such payment; by (ii) the then outstanding principal amount of such Indebtedness.


 


“Winnebago
of Indiana” means Winnebago of Indiana, LLC, an Iowa limited liability company.


 


“Winnebago
of Indiana Revolving Exposures” means, with respect to any Lender at any time, and without duplication, the sum of
(a) the outstanding principal amount of the Revolving Loans made by such Lender to Winnebago of Indiana at such time plus
(b) such Lender’s LC Exposure with respect to Letters of Credit issued for the account of Winnebago of Indiana at
such time plus (c) such Lender’s Swingline Exposure with respect to Swingline Loans made to Winnebago of
Indiana at such time plus (d) an amount equal to its Applicable Percentage of the aggregate principal amount of
outstanding Protective Advances made to Winnebago of Indiana at such time plus (e) an amount equal to its
Applicable Percentage of the aggregate principal amount of outstanding Overadvances made to Winnebago of Indiana at such
time.


 


“Winnebago
of Indiana Utilization” means, at any time, the excess, if any, of (a) the aggregate Winnebago of Indiana Revolving
Exposures of all Lenders over (b) the Borrowing Base of Winnebago of Indiana.


 


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


 


“Withholding
Agent” means any Loan Party or the Administrative Agent.


 


“Write-Down
and Conversion Powers” means, 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.


 


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


 






    	 	46	 



     


    

 


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


 


Section 1.04.     Accounting
Terms; GAAP; Pro Forma Calculations.


 


(a)           Except
as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP,
as in effect from time to time; provided that, if the Borrower Representative notifies the Administrative Agent that the
Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in
GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company that
the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is
given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis
of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, (i) all
terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred
to herein shall be made (x) without giving effect to any election under Financial Accounting Standards Board Accounting Standards
Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar
result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”,
as defined therein and (y) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments
under Financial Accounting Standards Board Accounting Standards Codification 470-20 (or any other Accounting Standards Codification
or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated
manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and
(ii) notwithstanding the Company’s adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02,
Leases (Topic 842) (“FAS 842”) any lease (or similar arrangement conveying the right to use) that was not required
to be treated as a capital lease under GAAP as in effect on December 31, 2015 shall not be considered a capital lease, and
all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in
accordance with the foregoing. For the avoidance of doubt, and without limitation of the foregoing, Permitted Convertible Notes
shall at all times be valued at the full stated principal amount thereof and shall not include any reduction or appreciation in
value of the shares deliverable upon conversion thereof.


 






    	 	47	 



     


    

 


(b)            All
pro forma computations required to be made hereunder giving effect to any acquisition or disposition, or issuance, incurrence
or assumption of Indebtedness, or other transaction shall in each case be calculated after giving pro forma effect thereto (and,
in the case of any pro forma computation made hereunder, to determine whether such acquisition, disposition, issuance, incurrence
or assumption of Indebtedness or other transaction is permitted to be consummated hereunder) immediately after giving effect to
such acquisition, disposition, issuance, incurrence or assumption of Indebtedness or other transaction consummated since the first
day of the period for which such pro forma computation is being made and on or prior to the date of such computation, as if such
transaction had occurred on the first day of the most recent Test Period, and, to the extent applicable, to the historical earnings
and cash flows associated with the assets acquired or disposed of (but without giving effect to any synergies or cost savings,
except as set forth in the definition of “Consolidated EBITDA”) and any related incurrence or reduction of
Indebtedness, all in accordance with Article 11 of Regulation S-X under the Securities Act. If any Indebtedness bears
a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the
rate in effect on the date of determination had been the applicable rate for the entire period for which such pro forma computation
is being made (taking into account any Swap Agreement applicable to such Indebtedness).


 


Section 1.05.     Status
of Obligations. In the event that the Company or any other Loan Party shall at any time issue or have outstanding any Subordinated
Indebtedness, the Company shall take or cause such other Loan Party to take all such actions as shall be necessary to cause the
Secured Obligations to constitute senior indebtedness (however denominated) in respect of such Subordinated Indebtedness and to
enable the Administrative Agent and the Lenders to have and exercise any payment blockage or other remedies available or potentially
available to holders of senior indebtedness under the terms of such Subordinated Indebtedness. Without limiting the foregoing,
the Secured Obligations are hereby designated as “senior indebtedness” and as “designated senior indebtedness”
and words of similar import under and in respect of any indenture or other agreement or instrument under which such Subordinated
Indebtedness is outstanding and are further given all such other designations as shall be required under the terms of any such
Subordinated Indebtedness in order that the Lenders may have and exercise any payment blockage or other remedies available or
potentially available to holders of senior indebtedness under the terms of such Subordinated Indebtedness.


 






    	 	48	 



     


    

 


Section 1.06.     Interest
Rates; LIBOR Notifications. The interest rate on Eurodollar Loans is determined by reference to the LIBO Rate, which
is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at
which contributing banks may obtain short-term borrowings from each other in the London interbank market. In
July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or
compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the
ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate.
As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no
longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Loans. In light of
this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative
reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate
is no longer available or in certain other circumstances as set forth in Section 2.14(c) of this Agreement,
such Section 2.14(c) provides a mechanism for determining an alternative rate of interest. The
Administrative Agent will notify the Borrower Representative, pursuant to Section 2.14, in advance of any change
to the reference rate upon which the interest rate on Eurodollar Loans is based. However, the Administrative Agent does not
warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or
any other matter related to the London interbank offered rate or other rates in the definition of “LIBO Rate” or
with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether
the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be
adjusted pursuant to Section 2.14(c), will be similar to, or produce the same value or economic equivalence of,
the LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or
unavailability.


 


Section 1.07.     Amendment
and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, on the Effective Date, the
terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety
by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans
made and obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as
Loans and Secured Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without
limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined
in the Existing Credit Agreement) to the “Administrative Agent,” the “Credit Agreement” and the “Loan
Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) Letters
of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and shall be governed by the
terms of) this Agreement, (c) all obligations constituting “Obligations” with any Lender or any Affiliate of
any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents,
(d) the liens and security interests in favor of the Administrative Agent for the benefit of the Secured Parties securing
payment of the Secured Obligations (and all filings with any Governmental Authority in connection therewith) are in all respects
continuing and in full force and effect with respect to all Secured Obligations, (e) the Administrative Agent shall, in consultation
with the Borrowers, make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit
and loan exposure under the Existing Credit Agreement as are necessary in the judgment of the Administrative Agent in order that
each such Lender’s outstanding Revolving Loans hereunder reflect such Lender’s ratable share of the outstanding Revolving
Loans on the Effective Date and (f) each of the Loan Parties reaffirms the terms and conditions of the “Loan Documents”
(as referred to and defined in the Existing Credit Agreement) executed by it, as modified and/or restated by the “Loan Documents”
(as referred to and defined herein), and acknowledges and agrees that each “Loan Document” (as referred to and defined
in the Existing Credit Agreement) executed by it, as modified and/or restated by the “Loan Documents” (as referred
to and defined herein), remains in full force and effect and is hereby ratified, reaffirmed and confirmed. Furthermore,
the parties to this Agreement agree that, on and after the Amendment No. 2 Effective Date, all references in the “Loan
Documents” (as defined in the Existing Credit Agreement as in effect immediately prior to the Amendment No. 2 Effective
Date) to the “ABL Term Loan Intercreditor Agreement” shall be deemed to refer to the ABL/Fixed Asset Intercreditor
Agreement.


 






    	 	49	 



     


    

 


Article II


 


The Credits


 


Section 2.01.    Commitments.
Subject to the terms and conditions set forth herein, each Lender (severally and not jointly) agrees to make Revolving Loans to
the Borrowers in Dollars from time to time during the Availability Period if, after giving effect thereto:


 


(i)           such
Lender’s Revolving Exposure would not exceed such Lender’s Commitment;


 


(ii)          the
aggregate Company Revolving Exposures would not exceed an amount equal to (x) the Aggregate Borrowing Base minus (y) the
sum of the Winnebago of Indiana Revolving Exposures of all Lenders plus the Grand Design Revolving Exposures of all Lenders
plus the Newmar Revolving Exposures of all Lenders;


 


(iii)         the
aggregate Winnebago of Indiana Revolving Exposures would not exceed an amount equal to (x) the sum of Winnebago of Indiana’s
Borrowing Base plus the Company’s Borrowing Base minus (y) the sum of (A) the excess, if any, of
the aggregate Company Revolving Exposures of all Lenders over an amount equal to the sum of (x) the Excess Grand Design Borrowing
Base and (y) the Excess Newmar Borrowing Base plus (B) an amount equal to the sum of (x) the Grand Design
Utilization and (y) the Newmar Utilization;


 






    	 	50	 



     


    

 


(iv)         the
aggregate Grand Design Revolving Exposures would not exceed an amount equal to (x) the sum of Grand Design’s Borrowing
Base plus the Company’s Borrowing Base minus (y) the sum of (A) the excess, if any, of the aggregate
Company Revolving Exposures of all Lenders over the amount equal to the sum of (x) Excess Winnebago of Indiana Borrowing
Base plus (y) the Excess Newmar Borrowing Base plus (B) the amount equal to the sum of (x) the Winnebago
of Indiana Utilization plus (y) the Newmar Utilization; and


 


(v)          the
aggregate Newmar Revolving Exposures would not exceed an amount equal to (x) the sum of Newmar’s Borrowing Base plus
the Company’s Borrowing Base minus (y) the sum of (A) the excess, if any, of the aggregate Company
Revolving Exposures of all Lenders over the amount equal to the sum of (x) Excess Winnebago of Indiana Borrowing Base plus (y) the
Excess Grand Design Borrowing Base plus (B) the amount equal to the sum of (x) the Winnebago of Indiana
Utilization plus (y) the Grand Design Utilization; and


 


subject, in each case, to the
Administrative Agent’s authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to the
terms of Sections 2.04 and 2.05. Within the foregoing limits and subject to the terms and conditions set
forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. The limitations on Borrowings referred to in clauses
(i) through (iv) above are referred to collectively as the “Revolving Exposure
Limitations”.


 


Section 2.02.     Loans
and Borrowings.


 


(a)           Each
Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type
made by the applicable Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure
of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided
that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to
make Loans as required. Any Protective Advance, any Overadvance and any Swingline Loan shall be made in accordance with the
procedures set forth in Sections 2.04 and 2.05.


 


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


 






    	 	51	 



     


    

 


(c)            At
the commencement of each Interest Period for any Eurodollar Revolving Borrowing, such Borrowing shall be in an aggregate amount
that is an integral multiple of $100,000 and not less than $1,000,000. ABR Borrowings may be in any amount. Borrowings of more
than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than
a total of six (6) Eurodollar Borrowings outstanding.


 


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


 


Section 2.03.     Requests
for Borrowings. To request a Revolving Borrowing, the Borrower Representative shall notify the Administrative Agent of
such request either in writing (delivered by hand or facsimile) in the form attached hereto as Exhibit G-1 or
such other form approved by the Administrative Agent and signed by a Responsible Officer of the Borrower Representative or by
telephone or through Electronic System, if arrangements for doing so have been approved by the Administrative Agent (or if an
Extenuating Circumstance shall exist, by telephone), not later than (a) in the case of a Eurodollar Borrowing, 10:00
a.m., Chicago time, three (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR
Borrowing, 10:00 a.m., Chicago time, on the date of the proposed Borrowing; provided that any such notice of an ABR
Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may
be given not later than 9:00 a.m., Chicago time, on the date of such proposed Borrowing. Each such Borrowing Request shall be
irrevocable and each such telephonic Borrowing Request, if permitted, shall be confirmed immediately upon the cessation of
the Extenuating Circumstance by hand delivery, facsimile or a communication through Electronic System to the Administrative
Agent of a written Borrowing Request in the form attached hereto as Exhibit G-1 or such other form approved
by the Administrative Agent and signed by a Responsible Officer of the Borrower Representative. Each such written (or if
permitted, telephonic) Borrowing Request shall specify the following information in compliance with Section 2.02:


 


(a)           the
name of the applicable Borrower;


 


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


 


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


 


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


 


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


 


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


 






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Section 2.04.     Protective
Advances.


 


(a)           Subject
to the limitations set forth below, the Administrative Agent is authorized by the Borrowers and the Lenders, from time to
time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the
Borrowers, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or
desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or
maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or
required to be paid by the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses
(including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan
Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the
aggregate amount of Protective Advances outstanding at any time, when aggregated with the amount of Overadvances outstanding
at such time, shall not at any time exceed 10% of the Aggregate Commitment; provided further that, the Aggregate
Revolving Exposure after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment.
Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been
satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the
Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings. The making of a
Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any
other occasion. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the
Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative
Agent’s receipt thereof. At any time that there is sufficient Aggregate Availability and the conditions precedent set
forth in Section 4.02 have been satisfied, the Administrative Agent may request the Lenders to make a Revolving
Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk
participations described in Section 2.04(b).


 


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


 






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Section 2.05.     Swingline
Loans and Overadvances.


 


(a)           The
Administrative Agent, the Swingline Lender and the Lenders agree that in order to facilitate the administration of this
Agreement and the other Loan Documents, promptly after the Borrower Representative requests an ABR Borrowing, the Swingline
Lender may elect to have the terms of this Section 2.05(a) apply to such Borrowing Request by advancing, on
behalf of the Lenders and in the amount requested, same day funds to the Borrowers, on the date of the applicable Borrowing
to the Funding Account(s) (each such Loan made solely by the Swingline Lender pursuant to this Section 2.05(a) is
referred to in this Agreement as a “Swingline Loan”), with settlement among them as to the Swingline Loans
to take place on a periodic basis as set forth in Section 2.05(d). Each Swingline Loan shall be subject to all
the terms and conditions applicable to other ABR Loans funded by the Lenders, except that all payments thereon shall be
payable to the Swingline Lender solely for its own account. In addition, the Borrower Representative hereby authorizes the
Swingline Lender to, and the Swingline Lender may, subject to the terms and conditions set forth herein (but without any
further written notice required), to the extent that from time to time on any Business Day funds are required under the DDA
Access Product to reach the Target Balance (a “Deficiency Funding Date”), make available to the Borrowers
the proceeds of a Swingline Loan in the amount of such deficiency up to the Target Balance, by means of a credit to the
Funding Account on or before the start of business on the next succeeding Business Day, and such Swingline Loan shall be
deemed made on such Deficiency Funding Date. The aggregate amount of Swingline Loans outstanding at any time shall not exceed
an amount equal to 10% of the Aggregate Commitment. The Swingline Lender shall not make any Swingline Loan if the
requested Swingline Loan results in the Borrowers failing to be in compliance with the Revolving Exposure Limitations (before
or after giving effect to such Swingline Loan). All Swingline Loans shall be ABR Borrowings.


 


(b)           Any
provision of this Agreement to the contrary notwithstanding, at the request of the Borrower Representative, the Administrative
Agent may in its sole discretion (but with absolutely no obligation), make Revolving Loans to the Borrowers, on behalf of the
Lenders, in amounts that exceed Aggregate Availability or any Borrower’s Availability (any such excess Revolving Loans are
herein referred to collectively as “Overadvances”); provided that, no Overadvance shall result in a
Default due to Borrowers’ failure to comply with Section 2.01 for so long as such Overadvance remains outstanding
in accordance with the terms of this paragraph, but solely with respect to the amount of such Overadvance. In addition, Overadvances
may be made even if the condition precedent set forth in Section 4.02(c) has not been satisfied. All Overadvances
shall constitute ABR Borrowings. The making of an Overadvance on any one occasion shall not obligate the Administrative Agent
to make any Overadvance on any other occasion. The authority of the Administrative Agent to make Overadvances is limited to an
aggregate amount not to exceed, when aggregated with the aggregate amount of Protective Advances outstanding at such time, 10%
of the Aggregate Commitment at any time, no Overadvance may remain outstanding for more than thirty (30) days and no Overadvance
shall cause any Lender’s Revolving Exposure to exceed its Commitment; provided that, the Required Lenders may at
any time revoke the Administrative Agent’s authorization to make Overadvances. Any such revocation must be in writing and
shall become effective prospectively upon the Administrative Agent’s receipt thereof.


 






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


 


(d)            The
Administrative Agent, on behalf of the Swingline Lender, shall request settlement (a “Settlement”) with the
Lenders on at least a weekly basis and on any date that the Administrative Agent elects, by notifying the Lenders of such requested
Settlement by facsimile, telephone, or e-mail no later than 12:00 noon, Chicago time, on the date of such requested Settlement
(the “Settlement Date”). Each Lender (other than the Swingline Lender, in the case of the Swingline Loans)
shall transfer the amount of such Lender’s Applicable Percentage of the outstanding principal amount of the applicable Loan
with respect to which Settlement is requested to the Administrative Agent, to such account of the Administrative Agent as the
Administrative Agent may designate, not later than 2:00 p.m., Chicago time, on such Settlement Date. Settlements may occur
during the existence of a Default and whether or not the applicable conditions precedent set forth in Section 4.02
have then been satisfied. Such amounts transferred to the Administrative Agent shall be applied against the amounts of the Swingline
Lender’s Swingline Loans and, together with Swingline Lender’s Applicable Percentage of such Swingline Loan, shall
constitute Revolving Loans of such Lenders, respectively. If any such amount is not transferred to the Administrative Agent by
any Lender on such Settlement Date, the Swingline Lender shall be entitled to recover from such Lender on demand such amount,
together with interest thereon, as specified in Section 2.07.


 






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Section 2.06.     Letters
of Credit.


 


(a)            General.
Subject to the terms and conditions set forth herein, the Borrower Representative may request the issuance of Letters of
Credit for its own account or for the account of another Borrower denominated in Dollars as the applicant thereof for the
support of its or its Subsidiaries’ obligations, in a form reasonably acceptable to the Administrative Agent and the
relevant Issuing Bank, at any time and from time to time during the Availability Period. In the event of any inconsistency
between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application
or other agreement submitted by the Borrowers to, or entered into by the Borrowers with, the relevant Issuing Bank relating
to any Letter of Credit, the terms and conditions of this Agreement shall control. Notwithstanding anything herein to the
contrary, the Issuing Bank shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit
(i) the proceeds of which would be made available to any Person (A) to fund any activity or business of or with any
Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or
(B) in any manner that would result in a violation of any Sanctions by any party to this Agreement, (ii) if any
order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the
Issuing Bank from issuing such Letter of Credit, or any Requirement of Law relating to the Issuing Bank or any request or
directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank
shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of
Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or
capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date,
or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date
and which the Issuing Bank in good faith deems material to it, or (iii) if the issuance of such Letter of Credit would
violate one or more policies of the Issuing Bank applicable to letters of credit generally; provided that,
notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act
and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the
implementation thereof, and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for
International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United
States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed not to be in
effect on the Effective Date for purposes of clause (ii) above, regardless of the date enacted, adopted, issued
or implemented.


 






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(b)           Notice
of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the
amendment, renewal or extension of an outstanding Letter of Credit), the Borrower Representative shall hand deliver or
telecopy (or transmit through Electronic Systems, if arrangements for doing so have been approved by the relevant Issuing
Bank) to an Issuing Bank and the Administrative Agent (reasonably in advance of, but in any event no less than three
(3) Business Days prior to, the requested date of issuance, amendment, renewal or extension) a notice requesting the
issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the
date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is
to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the
name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or
extend such Letter of Credit. In addition, as a condition to any such Letter of Credit issuance, the applicable Borrower
shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit
and/or shall submit a letter of credit application in each case, as required by the Issuing Bank and using such Issuing
Bank’s standard form (each, a “Letter of Credit Agreement”). If requested by such Issuing Bank, the
applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection
with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon
issuance, amendment, renewal or extension of each Letter of Credit the Borrowers shall be deemed to represent and warrant
that), after giving effect to such issuance, amendment, renewal or extension (i) the aggregate LC Exposure shall not
exceed $19,250,000 and (ii) the Borrowers shall be in compliance with the Revolving Exposure Limitations.
Notwithstanding the foregoing or anything to the contrary contained herein, no Issuing Bank shall be obligated to issue or
modify any Letter of Credit if, immediately after giving effect thereto, the outstanding LC Exposure in respect of all
Letters of Credit issued by such Person and its Affiliates would exceed such Issuing Bank’s Issuing Bank Sublimit.
Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that the
Borrower Representative may from time to time request that an Issuing Bank issue Letters of Credit in excess of its
individual Issuing Bank Sublimit in effect at the time of such request, and each Issuing Bank agrees to consider any such
request in good faith. Any Letter of Credit so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit
then in effect shall nonetheless constitute a Letter of Credit for all purposes of the Credit Agreement, and shall not affect
the Issuing Bank Sublimit of any other Issuing Bank, subject to the limitations on the aggregate LC Exposure set forth in clause
(i) of this Section 2.06(b).


 






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(c)            Expiration
Date. Each Letter of Credit shall expire (or be subject to termination or non-renewal by notice from the relevant
Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year
after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, including,
without limitation, any automatic renewal provision, one year after such renewal or extension) and (ii) the date that is
five (5) Business Days prior to the Maturity Date.


 


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


 






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


 






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


 






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(g)            Disbursement
Procedures. Each Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent
a demand for payment under a Letter of Credit. Each Issuing Bank shall promptly notify the Administrative Agent and the applicable
Borrower by telephone (confirmed by fax or through Electronic Systems) of such demand for payment and whether such Issuing Bank
has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall
not relieve the Borrowers of their obligation to reimburse such Issuing Bank and the Lenders with respect to any such LC Disbursement.


 


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


 






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


 


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


 






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(j)            Cash
Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower
Representative receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has
been accelerated, Revolving Lenders with LC Exposure representing greater than 66 2/3% of the aggregate LC Exposure)
demanding the deposit of cash collateral pursuant to this paragraph, the Borrowers shall deposit in an account with the
Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders (the “LC
Collateral Account”), an amount in cash equal to 103% of the amount of the LC Exposure as of such date plus
accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become
effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind,
upon the occurrence of any Event of Default with respect to any Borrower described in clause (h) or (i) of Article VII.
Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Secured
Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal,
over the LC Collateral Account and the Borrowers hereby grant the Administrative Agent a security interest in the LC
Collateral Account and all money or other assets on deposit therein or credited thereto. Other than any interest earned on
the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative
Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on
such investments shall accumulate in the LC Collateral Account. Moneys in the LC Collateral Account shall be applied by the
Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the
extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC
Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders
with LC Exposure representing greater than 66 2/3% of the aggregate LC Exposure), be applied to satisfy other Secured
Obligations. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of
an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three
(3) Business Days after all such Events of Default have been cured or waived as confirmed in writing by the
Administrative Agent.


 


(k)            Issuing
Bank Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, each Issuing Bank shall,
in addition to its notification obligations set forth elsewhere in this Section, report in writing to the Administrative
Agent (i) periodic activity (for such period or recurrent periods as shall be requested by the Administrative Agent) in
respect of Letters of Credit issued by such Issuing Bank, including all issuances, extensions, amendments and renewals, all
expirations and cancelations and all disbursements and reimbursements, (ii) reasonably prior to the time that such
Issuing Bank issues, amends, renews or extends any Letter of Credit, the date of such issuance, amendment, renewal or
extension, and the stated amount of the Letters of Credit issued, amended, renewed or extended by it and outstanding after
giving effect to such issuance, amendment, renewal or extension (and whether the amounts thereof shall have changed),
(iii) on each Business Day on which such Issuing Bank makes any LC Disbursement, the date and amount of such LC
Disbursement, (iv) on any Business Day on which any Borrower fails to reimburse an LC Disbursement required to be
reimbursed to such Issuing Bank on such day, the date of such failure and the amount of such LC Disbursement, and (v) on
any other Business Day, such other information as the Administrative Agent shall reasonably request as to the Letters of
Credit issued by such Issuing Bank.


 






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(l)            LC
Exposure Determination. For all purposes of this Agreement, the amount of a Letter of Credit that, by its terms or the terms
of any document related thereto, provides for one or more automatic increases in the stated amount thereof 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 the time of determination.


 


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


 


Section 2.07.     Funding
of Borrowings.


 


(a)            Each
Lender shall make each Loan to be made by such Lender hereunder on the proposed date thereof solely by wire transfer of immediately
available funds by 1:00 p.m., Chicago time, to the account of the Administrative Agent most recently designated by it for such
purpose by notice to the Lenders in an amount equal to such Lender’s Applicable Percentage; provided that, Swingline
Loans shall be made as provided in Section 2.05. The Administrative Agent will make such Loans available to the Borrower
Representative by promptly crediting the funds so received in the aforesaid account of the Administrative Agent to the Funding
Account; provided that ABR Revolving Loans made to finance the reimbursement of (i) an LC Disbursement as provided
in Section 2.06(e) shall be remitted by the Administrative Agent to the Issuing Bank and (ii) a Protective
Advance or an Overadvance shall be retained by the Administrative Agent.


 






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


 


Section 2.08.     Interest
Elections.


 


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


 






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(b)           To
make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election
either in writing (delivered by hand or fax) by delivering an Interest Election Request signed by a Responsible Officer of
the Borrower Representative or through Electronic System if arrangements for doing so have been approved by the
Administrative Agent (or if an Extenuating Circumstance shall exist, by telephone) by the time that a Borrowing Request would
be required under Section 2.03 if the Borrowers were requesting a Borrowing of the Type resulting from such
election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable each
such telephonic Interest Election Request, if permitted, shall be confirmed immediately upon the cessation of the Extenuating
Circumstance by hand delivery, Electronic System or facsimile to the Administrative Agent of a written Interest Election
Request in the form attached hereto as Exhibit G-2 (or such other form approved by the Administrative Agent)
and signed by a Responsible Officer of the Borrower Representative. Notwithstanding any contrary provision herein, this
Section shall not be construed to permit any Borrower to elect an Interest Period for Eurodollar Loans that does
not comply with Section 2.02(d).


 


(c)            Each
written (or if permitted, telephonic) Interest Election Request (including requests submitted through Electronic System) shall
specify the following information in compliance with Section 2.02:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


(b)            The
Borrowers may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with
accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters
of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash
deposit (or at the discretion of the Administrative Agent a back-up standby letter of credit satisfactory to the Administrative
Agent and Issuing Bank) equal to 103% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid
fees, and (iv) the payment in full of all reimbursable expenses and other Obligations (other than Unliquidated Obligations),
together with accrued and unpaid interest thereon.


 


(c)            The
Borrowers may from time to time reduce the Commitments; provided that (i) each reduction of the Commitments shall
be in an amount that is an integral multiple of $10,000,000 and not less than $10,000,000; (ii) the Borrowers shall not terminate
or reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10,
the Borrowers shall not be in compliance with the Revolving Exposure Limitations; and (iii) any such reduction shall be permanent.


 


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


 






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(e)            The
Borrowers shall have the right to increase the Commitments by obtaining additional Commitments, either from one or more of the
Lenders or another lending institution provided that (i) any such request for an increase shall be in a minimum amount
of $25,000,000 (or such lesser amount that represents all remaining availability hereunder), (ii) after giving effect thereto,
the sum of the total of the additional Commitments does not exceed $100,000,000, (iii) the Administrative Agent and the Issuing
Bank(s) have approved the identity of any such new Lender, such approvals not to be unreasonably withheld, (iv) any
such new Lender assumes all of the rights and obligations of a “Lender” hereunder, and (v) the procedure
described in Section 2.09(f) have been satisfied. Nothing contained in this Section 2.09 shall constitute,
or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder at any time.


 


(f)            Any
amendment hereto for such an increase or addition shall be in form and substance reasonably satisfactory to the
Administrative Agent and shall only require the written signatures of the Administrative Agent, the Borrowers and each Lender
being added or increasing its Commitment. As a condition precedent to such an increase or addition, the Borrowers shall
deliver to the Administrative Agent (i) a certificate of each Loan Party signed by an authorized officer of such Loan
Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase,
and (B) in the case of the Borrowers, certifying that, before and after giving effect to such increase or addition,
(1) the representations and warranties contained in Article III and the other Loan Documents are true and
correct in all material respects (provided that any representation or warranty that is qualified by materiality or
Material Adverse Effect is true and correct in all respects), 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 (provided that
any representation or warranty that is qualified by materiality or Material Adverse Effect are true and correct in all
respects) as of such earlier date, (2) no Default exists and (3) the Borrowers are in compliance (on a pro forma
basis) with the covenant contained in Section 6.12 (calculated assuming an FCCR Test Period is then in effect)
and (ii) legal opinions and documents consistent with those delivered on the Effective Date, to the extent reasonably
requested by the Administrative Agent.


 






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(g)           On
the effective date of any such increase or addition, (i) any Lender increasing (or, in the case of any newly added Lender,
extending) its Commitment shall make available to the Administrative Agent such amounts in immediately available funds as the
Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving
effect to such increase or addition and the use of such amounts to make payments to such other Lenders, each Lender’s portion
of the outstanding Revolving Loans of all the Lenders to equal its revised Applicable Percentage of such outstanding Revolving
Loans, and the Administrative Agent shall make such other adjustments among the Lenders with respect to the Revolving Loans then
outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall
be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation and (ii) the Borrowers shall
be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase (or addition) in the Commitments
(with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a
notice delivered by the Borrower Representative, in accordance with the requirements of Section 2.03). The deemed
payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of
all accrued interest on the amount prepaid and, in respect of each Eurodollar Loan, shall be subject to indemnification by the
Borrowers pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the
related Interest Periods. Within a reasonable time after the effective date of any increase or addition, the Administrative Agent
shall, and is hereby authorized and directed to, revise the Commitment Schedule to reflect such increase or addition and
shall distribute such revised Commitment Schedule to each of the Lenders and the Borrower Representative, whereupon such
revised Commitment Schedule shall replace the old Commitment Schedule and become part of this Agreement.


 


Section 2.10.     Repayment
of Loans; Evidence of Debt.


 


(a)            The
Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Lender the then
unpaid principal amount of each Revolving Loan on the Maturity Date, (ii) to the Administrative Agent the then unpaid
amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent and
(iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity
Date and demand by the Administrative Agent.


 


(b)            At
all times that full cash dominion is in effect pursuant to Section 7.3 of the Security Agreement, on each Business Day, the
Administrative Agent shall apply all funds credited to the Collection Account on such Business Day or the immediately preceding
Business Day (at the discretion of the Administrative Agent, whether or not immediately available) first to prepay any Protective
Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans)
and to cash collateralize outstanding LC Exposure.


 






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


 


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


 


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


 


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


 


Section 2.11.     Prepayment
of Loans.


 


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


 


(b)            Except
for Protective Advances and Overadvances permitted under Sections 2.04 and 2.05, if at any time the Borrowers
are not in compliance with the Revolving Exposure Limitations, the Borrowers shall prepay the Revolving Loans, LC Exposure and/or
Swingline Loans or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j),
as applicable, in an aggregate amount equal to such excess.


 






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(c)            The
Borrower Representative shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline
Lender) by telephone (confirmed by facsimile) or through Electronic System, if arrangements for doing so have been approved by
the Administrative Agent, of any prepayment hereunder not later than 10:00 a.m., Chicago time, (A) in the case of prepayment
of a Eurodollar Borrowing, three (3) Business Days before the date of prepayment or (B) in the case of prepayment of
an ABR Borrowing, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the
principal amount of each Borrowing or portion thereof to be prepaid; provided that if a notice of prepayment is given in
connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such
notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly
following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents
thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance
of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall
be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest
to the extent required by Section 2.13 and amounts due under Section 2.16.


 


Section 2.12.     Fees.


 


(a)            The
Borrowers agree to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at
0.25% per annum on the average daily amount of the Available Commitment of such Lender during the period from and including
the Effective Date to but excluding the date on which such Lender’s Commitment terminates. Accrued commitment fees
shall be payable in arrears on the first Business Day of January, April, July and October of each year and on the
date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided
that any commitment fees accruing after the date on which the Commitments terminate shall be payable on demand. All
commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, the Commitment of a
Lender shall be deemed to be used to the extent of the outstanding Loans and LC Exposure of such Lender.


 






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(b)            The
Borrowers agree to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to
its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable
to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable
to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date
on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to
the applicable Issuing Bank, for its own account, a fronting fee, which shall accrue at the rate per annum separately agreed upon
by the Company and such Issuing Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable
to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including
the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases
to be any LC Exposure, as well as the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment,
cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder.
Participation fees and fronting fees accrued through and including the last day of each calendar quarter shall be payable on the
first Business Day of each January, April, July and October following such last day, commencing on the first such date
to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate
and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable
to the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees
and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).


 


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


 


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


 


Section 2.13.     Interest.


 


(a)            The
Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the REVLIBOR30 Rate plus the
Applicable Rate.


 






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


 


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


 


(d)            Notwithstanding
the foregoing, during the occurrence and continuance of an Event of Default, the Administrative Agent or the Required Lenders
may, at their option, by written notice to the Borrower Representative (which notice may be revoked at the option of the Required
Lenders notwithstanding any provision of Section 9.02 requiring the consent of “each Lender affected thereby”
for reductions in interest rates), declare that (i) all Loans shall bear interest at 2% plus the rate otherwise applicable
to such Loans as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount outstanding
hereunder, such amount shall accrue at 2% plus the rate applicable to such fee or other obligation as provided hereunder;
provided that no notice shall be required and the foregoing rates shall automatically take effect upon the occurrence of
an Event of Default under clause (a), (h), (i) or (j) of Article VII.


 


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


 


(f)            All
interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the
Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year
of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate, REVLIBOR30 Rate or LIBO Rate
shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.


 






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Section 2.14.     Alternate
Rate of Interest; Illegality.


 


(a)            If
prior to the commencement of any Interest Period for a Eurodollar Borrowing:


 


(i)            the
Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and
reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable (including, without limitation,
by means of an Interpolated Rate or because the LIBO Screen Rate is not available or published on a current basis) for such Interest
Period; or


 


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


 


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


 


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


 






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(c)            If
at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that
(i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be
temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but either (w) the
supervisor for the administrator of the LIBO Screen Rate has made a public statement that the administrator of the LIBO
Screen Rate is insolvent (and there is no successor administrator that will continue publication of the LIBO Screen Rate),
(x) the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the
LIBO Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that
will continue publication of the LIBO Screen Rate), (y) the supervisor for the administrator of the LIBO Screen Rate has
made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease
to be published or (z) the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having
jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO
Screen Rate may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower
Representative shall endeavor to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the
then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time,
and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes
to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of
the Applicable Rate). Notwithstanding anything to the contrary in Section 9.02, such amendment shall become
effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent
shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided
to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until
an alternate rate of interest shall be determined in accordance with this clause (c) (but, in the case of the
circumstances described in clause (ii)(w), clause (ii)(x) or clause (ii)(y) of the first
sentence of this Section 2.14(c), only to the extent the LIBO Screen Rate for such Interest Period is not
available or published at such time on a current basis), (x) any Interest Election Request that requests the conversion
of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and any such Eurodollar
Borrowing shall be repaid or converted into an ABR Borrowing on the last day of the then current Interest Period applicable
thereto, and (y) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR
Borrowing; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be
zero for the purposes of this Agreement.


 


Section 2.15.     Increased
Costs.


 


(a)            If
any Change in Law shall:


 






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


 


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


 


(iii)            subject
any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through
(d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters
of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;


 


and the result of any of the foregoing
shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting into or maintaining any
Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank or such
other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or
receivable by such Lender, the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then
the Borrowers will pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, such additional amount or
amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, for such additional costs
incurred or reduction suffered as reasonably determined by the Administrative Agent, such Lender or such Issuing Bank (which determination
shall be made in good faith (and not on an arbitrary or capricious basis) and generally consistent with similarly situated customers
of the Administrative Agent, such Lender or such Issuing Bank, as applicable, under agreements having provisions similar to this
Section 2.15, after consideration of such factors as the Administrative Agent, such Lender or such Issuing Bank, as
applicable, then reasonably determines to be relevant).


 


(b)            If
any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would
have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital
of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement, the
Commitments of, or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit
issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing
Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or
the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with
respect to capital adequacy and liquidity), then from time to time the Borrowers will pay to such Lender or the Issuing Bank,
as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such
Lender’s or the Issuing Bank’s holding company for any such reduction suffered as reasonably determined by the
Administrative Agent or such Lender (which determination shall be made in good faith (and not on an arbitrary or capricious
basis) and generally consistent with similarly situated customers of the Administrative Agent or such Lender, as applicable,
under agreements having provisions similar to this Section 2.15, after consideration of such factors as the
Administrative Agent or such Lender, as applicable, then reasonably determines to be relevant).


 






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


 


Failure or delay on
the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver
of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrowers shall
not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions
incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower
Representative of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing
Bank’s intention to claim compensation therefor; provided, further, that if the Change in Law giving rise
to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include
the period of retroactive effect thereof.


 


Section 2.16.     Break
Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last
day of an Interest Period applicable thereto (including as a result of an Event of Default or as a result of any prepayment
pursuant to Section 2.11), (b) the conversion of any Eurodollar Loan other than on the last day of the
Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the
date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(a) and
is revoked in accordance therewith) or (d) the assignment of any Eurodollar Loan other than on the last day of the
Interest Period applicable thereto as a result of a request by the Borrower Representative pursuant to Section 2.19
or 9.02(e), then, in any such event, the Borrowers shall compensate each Lender for the loss, cost and expense
attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to
include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have
accrued on the principal amount of such Eurodollar Loan had such event not occurred, at the Adjusted LIBO Rate that would
have been applicable to such Eurodollar Loan (but not the Applicable Rate applicable thereto), for the period from the date
of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert
or continue, for the period that would have been the Interest Period for such Eurodollar Loan), over (ii) the amount of
interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it
to bid, at the commencement of such period, for deposits in Dollars of a comparable amount and period from other banks in the
eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive
pursuant to this Section shall be delivered to the Borrower Representative and shall be conclusive absent manifest
error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within ten (10) days after
receipt thereof.


 






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Section 2.17.     Taxes.


 


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


 


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


 


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


 


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


 






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(e)            Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor,
for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified
the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any
Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to
the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are
payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom
or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall
be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts
at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any
other source against any amount due to the Administrative Agent under this paragraph (e).


 


(f)            Status
of Lenders.


 


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


 


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


 


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


 






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


 


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


 


(B)            in
the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, executed
copies of IRS 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 substantially in the form of Exhibit F-1 to the effect that such Foreign
Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent
shareholder” of such Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled
foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance
Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E (or any
applicable successor form); or


 


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


 






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


 


(vi)            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 such Borrower and the Administrative Agent at the time
or times prescribed by law and at such time or times reasonably requested by such Borrower or the Administrative Agent such documentation
prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation
reasonably requested by such Borrower or the Administrative Agent as may be necessary for such Borrower and the Administrative
Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations
under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D),
 “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 


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


 


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


 









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(h)            Survival.
Each party’s obligations under this Section 2.17 shall survive the resignation or replacement of the Administrative
Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all obligations under any Loan Document.


 


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


 


Section 2.18.     Payments
Generally; Allocation of Proceeds; Pro Rata Treatment; Sharing of Set-offs.


 


(a)            The
Borrowers shall make each payment required to be made by them hereunder (whether of principal, interest, fees or
reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or
otherwise) prior to 4:00 p.m., Chicago time, on the date when due, in immediately available funds, without set-off
or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be
deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such
payments shall be made to the Administrative Agent at its offices at 10 South Dearborn Street, Floor L2,
Chicago, Illinois, or to the account designated by Administrative Agent, except payments to be made directly to the
Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17
and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such
payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof.
If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next
succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall accrue and be payable for
the period of such extension. All payments hereunder shall be made in Dollars.


 






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(b)            Any
proceeds of Collateral received by the Administrative Agent (i) not constituting either (A) a specific payment of
principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the
Borrowers), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or
(C) amounts to be applied from the Collection Account when full cash dominion is in effect (which shall be applied in
accordance with Section 2.10(b)) or (ii) after an Event of Default has occurred and is continuing and the
Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied, subject to the terms of the
ABL/Term LoanFixed
Asset Intercreditor Agreement, ratably first, to pay any fees, indemnities, or expense reimbursements
including amounts then due to the Administrative Agent and the Issuing Bank from the Borrowers (other than in connection with
Banking Services Obligations or Swap Agreement Obligations), second, to pay any fees, indemnities, or expense
reimbursements then due to the Lenders from the Borrowers (other than in connection with Banking Services Obligations or Swap
Agreement Obligations), third, to pay interest due in respect of the Overadvances and Protective Advances, fourth,
to pay the principal of the Overadvances and Protective Advances, fifth, to pay interest then due and payable on the
Loans (other than the Overadvances and Protective Advances) ratably, sixth, to prepay principal on the Loans (other
than the Overadvances and Protective Advances) and unreimbursed LC Disbursements and to pay any amounts owing with respect to
Swap Agreement Obligations up to and including the amount most recently provided to the Administrative Agent pursuant to Section 2.22,
for which Reserves have been established ratably, seventh, to pay an amount to the Administrative Agent equal to one
hundred three percent (103%) of the aggregate undrawn face amount of all outstanding Letters of Credit and the aggregate
amount of any unpaid LC Disbursements, to be held as cash collateral for such Obligations, eighth, to payment of any
amounts owing with respect to Banking Services Obligations and Swap Agreement Obligations up to and including the amount most
recently provided to the Administrative Agent pursuant to Section 2.22, and to the extent not paid pursuant to
clause sixth above, and ninth, to the payment of any other Secured Obligation due to the Administrative Agent or any
Lender by the Borrowers. Notwithstanding the foregoing amounts received from any Loan Party shall not be applied to any
Excluded Swap Obligation of such Loan Party. Notwithstanding anything to the contrary contained in this Agreement, unless so
directed by the Borrower Representative, or unless a Default is in existence, neither the Administrative Agent nor any Lender
shall apply any payment which it receives to any Eurodollar Loan of a Class, except (a) on the expiration date of the
Interest Period applicable thereto or (b) in the event, and only to the extent, that there are no outstanding ABR Loans
of the same Class and, in any such event, the Borrowers shall pay the break funding payment required in accordance with Section 2.16.
The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any
and all such proceeds and payments to any portion of the Secured Obligations.


 









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(c)            At
the election of the Administrative Agent, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable
expenses (including, without limitation, all reimbursement for fees, costs and expenses pursuant to Section 9.03),
and other sums payable under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following
a request by the Borrower Representative pursuant to Section 2.03 or a deemed request as provided in this Section or
may be deducted from any deposit account of any Borrower maintained with the Administrative Agent (and the Administrative Agent
will provide reasonably prompt notice of such deduction to the Borrower Representative, provided that failure to provide
such notice shall not limit the ability of the Administrative Agent to make such deduction). The Borrowers hereby irrevocably
authorize (i) the Administrative Agent to make a Borrowing for the purpose of paying each payment of principal, interest
and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged
shall constitute Loans (including Swingline Loans and Overadvances, but such a Borrowing may only constitute a Protective Advance
if it is to reimburse costs, fees and expenses as described in Section 9.03) and that all such Borrowings shall be
deemed to have been requested pursuant to Section 2.03, 2.04 or 2.05, as applicable, and (ii) the
Administrative Agent to charge any deposit account of any Borrower maintained with the Administrative Agent for each payment of
principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.


 









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


 


(e)            Unless
the Administrative Agent shall have received notice from the Borrower Representative prior to the date on which any payment
is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrowers will not
make such payment, the Administrative 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 Issuing Bank, 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 Issuing Bank,
as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to
such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it
to but excluding the date of payment to the Administrative Agent, at the greater of the NYFRB Rate and a rate determined by
the Administrative Agent in accordance with banking industry rules on interbank compensation.


 


(f)            If
any Lender shall fail to make any payment required to be made by it hereunder, then the Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for
the account of such Lender for the benefit of the Administrative Agent, the Swingline Lender or the Issuing Bank to satisfy such
Lender’s obligations to it under such Sections until all such unsatisfied obligations are fully paid and/or (ii) hold
any such amounts in a segregated account over which the Administrative Agent shall have exclusive control as cash collateral for,
and application to, any future funding obligations of such Lender under any such Section; in the case of each of clauses (i) and
(ii) above, in any order as determined by the Administrative Agent in its discretion.


 


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


 









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Section 2.19.     Mitigation
Obligations; Replacement of Lenders.


 


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


 


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


 









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


 


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


 


(b)            any
payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting
Lender (whether voluntary or mandatory, at maturity, pursuant to Section 2.18(b) or otherwise) or received
by the Administrative Agent from a Defaulting Lender pursuant to Section 9.08 shall be applied at such time or
times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such
Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts
owing by such Defaulting Lender to any Issuing Bank or Swingline Lender hereunder; third, to cash collateralize the
Issuing Bank’s LC Exposure with respect to such Defaulting Lender in accordance with this Section; fourth, as
the Borrower Representative may request (so long as no Default or Event of Default exists), to the funding of any Loan in
respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined
by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower Representative, to
be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential
future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the Issuing
Bank’s future LC Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under
this Agreement, in accordance with this Section; sixth, to the payment of any amounts owing to the Lenders, the
Issuing Bank or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the
Issuing Bank or Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its
obligations under this Agreement or under any other Loan Document; seventh, so long as no Default or Event of Default
exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction
obtained by any Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its
obligations under this Agreement or under any other Loan Document; and eighth, to such Defaulting Lender or as
otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the
principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its
appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the
conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the
Loans of, and LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the
payment of any Loans of, or LC Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and
unfunded participations in the Borrowers’ obligations corresponding to such Defaulting Lender’s LC Exposure and
Swingline Loans are held by the Lenders pro rata in accordance with the Commitments without giving effect to clause
(d) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or
held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section shall be deemed
paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto;


 









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


 


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


 


(i)            all
or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting
Lenders in accordance with their respective Applicable Percentages but only (x) to the extent that the conditions set forth
in Section 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Representative shall have
otherwise notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented and warranted that
such conditions are satisfied at such time) and (y) to the extent that such reallocation does not, as to any non-Defaulting
Lender, cause such non-Defaulting Lender’s Revolving Exposure and to exceed its Commitment;


 









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


 


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


 


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


 


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


 


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


 


If (i) a Bankruptcy
Event or a Bail-In Action with respect to a Lender Parent shall occur following the date hereof and for so long as such event
shall continue or (ii) any Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations
under one or more other agreements in which such Lender commits to extend credit, no Issuing Bank shall be required to issue,
amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrowers or such
Lender, satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder.


 






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In the event that
the Administrative Agent, the Borrower Representative and each Issuing Bank each agrees that a Defaulting Lender has adequately
remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Lenders shall be readjusted
to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans
of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such
Lender to hold such Loans in accordance with its Applicable Percentage, whereupon such Lender will cease to be a Defaulting Lender;
provided that, no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf
of the Company while that Lender was a Defaulting Lender; provided, further, that, except to the extent otherwise
expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release
of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.


 


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


 


Section 2.22.     Banking
Services and Swap Agreements. Each Lender or Affiliate thereof providing Banking Services (excluding Lease Financing) for,
or having Swap Agreements with, any Loan Party or any Subsidiary or Affiliate of a Loan Party shall deliver to the Administrative
Agent, promptly after entering into such Banking Services or Swap Agreements, written notice setting forth the aggregate amount
of all Banking Services Obligations and Swap Agreement Obligations of such Loan Party or Subsidiary or Affiliate thereof to such
Lender or Affiliate (whether matured or unmatured, absolute or contingent). In addition, each such Lender or Affiliate thereof
shall deliver to the Administrative Agent, from time to time after a significant change therein or upon a request therefor, a
summary of the amounts due or to become due in respect of such Banking Services Obligations and Swap Agreement Obligations. The
most recent information provided to the Administrative Agent shall be used in determining the amounts to be applied in respect
of such Banking Services Obligations and/or Swap Agreement Obligations pursuant to Section 2.18(b) and which
tier of the waterfall, contained in Section 2.18(b), such Banking Services Obligations and/or Swap Agreement Obligations
will be placed.


 


Article III


 


Representations and Warranties


 


Each Loan Party represents
and warrants to the Lenders that:


 






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


  


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


 


Section 3.03.     Governmental
Approvals; No Conflicts. The Transactions (a) do not require any material consent or approval of, registration or
filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force
and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate
in any material respect any applicable law or regulation or the charter, by-laws or other organizational documents of any
Borrower or any of the Material Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in
a default under any indenture, agreement or other instrument binding upon any Borrower or any of the Material Subsidiaries or
its assets, or give rise to a right thereunder to require any payment to be made by any Borrower or any of the Material Subsidiaries,
except, in the case of this clause (c), that could not reasonably be expected to result in a Material Adverse Effect, and
(d) will not result in the creation or imposition of any Lien on any asset of any Borrower or any of the Material Subsidiaries,
other than Liens created under the Loan Documents.


 


Section 3.04.     Financial
Condition; No Material Adverse Change.


 


(a)            The
Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and
cash flows (i) as of and for the fiscal year ended August 25, 2018 reported on by Deloitte & Touche LLP, independent
public accountants and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended May 25, 2019,
certified by a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and
results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in
accordance with GAAP, subject to the year-end audit adjustments and the absence of footnotes in the case of statements referred
to in clause (ii) of the immediately preceding sentence.


 






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(b)            The
Company has heretofore furnished to the Lenders its pro forma consolidated balance sheet and related pro forma consolidated statement
of income for the twelve-month period ended August 25, 2018, prepared giving effect to the Transactions as if the Transactions
had occurred on such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement
of income). Such pro forma consolidated balance sheet and related pro forma consolidated statement of income (i) has been
prepared by the Company in good faith, based on assumptions believed by the Company to be reasonable at the time such assumptions
were made and (iii) presents fairly, in all material respects, the pro forma financial position of the Company and its consolidated
Subsidiaries as of such date as if the Transactions had occurred on such date.


 


(c)            Since
August 25, 2018, there has been no material adverse change in the business, assets, operations or condition, financial or
otherwise, of the Company and its Subsidiaries, taken as a whole.


 


Section 3.05.     Properties.


 


(a)            Except
for Liens permitted pursuant to Section 6.02, each of the Company and its Material Subsidiaries has good title to,
or (to the knowledge of the Company) valid leasehold interests in, all its real and personal property material to its business,
except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to
utilize such properties for their intended purposes.


 


(b)            Each
of the Company and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual
property material to its business, and the use thereof by the Company and its Subsidiaries does not, to their knowledge, infringe
upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably
be expected to result in a Material Adverse Effect.


 


Section 3.06.     Litigation
and Environmental Matters.


 


(a)            There
are no actions, suits, proceedings or investigations by or before any arbitrator or Governmental Authority pending against or,
to the knowledge of any Borrower, threatened against or affecting the Company or any of its Subsidiaries (i) as to which
there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement or the Transactions.
There are no labor controversies pending against or, to the knowledge of the Company, threatened against or affecting the Company
or any of its Subsidiaries (i) which could reasonably be expected, individually or in the aggregate, to result in a Material
Adverse Effect, or (ii) that involve this Agreement or the Transactions.


 






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(b)            Except
with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect, neither the Company nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to
obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become
subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability
or (iv) knows of any basis for any Environmental Liability.


 


Section 3.07.       Compliance
with Laws and Agreements; No Default. Each of the Company and its Subsidiaries is in compliance with all laws, regulations
and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments
binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect. No Default has occurred and is continuing.


 


Section 3.08.       Investment
Company Status. Neither the Company nor any of its Subsidiaries is an “investment company” as defined in, or
subject to regulation under, the Investment Company Act of 1940.


 


Section 3.09.       Taxes.
Each of the Company and its Subsidiaries has timely filed or caused to be filed all federal income Tax returns and all other material
Tax returns and reports required to have been filed and has paid or caused to be paid or made a provision for the payment of all
federal income Taxes and all other material Taxes required to have been paid by it, except (a) Taxes that are being contested
in good faith by appropriate proceedings and for which the Company or such Subsidiary, as applicable, has set aside on its books
adequate reserves in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected
to result in a Material Adverse Effect.


 


Section 3.10.       ERISA.
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for
which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.


 


Section 3.11.       Disclosure.
As of the Effective Date, each Loan Party has disclosed to the Lenders all material agreements, instruments and corporate or other
restrictions to which it or any of its subsidiaries is subject, and all other matters known to it, that, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect. All written information, other than any projections,
estimates, forecasts and other forward-looking information and information of a general economic or industry-specific
nature, furnished by or on behalf of the Company or any Subsidiary to the Administrative Agent or any Lender on or prior to the
Effective Date, when taken as a whole and after giving effect to all supplements and updates thereto, did not (when furnished)
contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements contained
therein not materially misleading (when taken as a whole and after giving effect to all such supplements and updates thereto)
in light of the circumstances under which such statements were made; provided that, with respect to the Projections furnished
by or on behalf of the Company or any Subsidiary to the Administrative Agent or any Lender on or prior to the Effective Date pursuant
to or in connection with the negotiation of this Agreement or any other Loan Document or included therein (the “Projections”),
the Company represents only that such information was prepared in good faith based upon assumptions believed by the Company to
be reasonable at the time prepared (it being understood by the Administrative Agent and the Lenders that any such Projections
are as to future events and are not to be viewed as facts and are subject to significant uncertainties and contingencies, many
of which are beyond the control of the Company or the Subsidiaries, that no assurances can be given that such Projections will
be realized and that actual results during the period or periods covered by any such Projections may differ materially from the
projected results contained therein and that such differences may be material).


 



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Section 3.12.       Material
Agreements. No Loan Party is in default in the performance, observance or fulfillment of any of the obligations, covenants
or conditions contained in (i) any material agreement to which it is a party or (ii) any agreement or instrument evidencing
or governing Material Indebtedness, in any such case of clause (i) or (ii) above, which default could
not reasonably be expected to have a Material Adverse Effect.


 


Section 3.13.       Margin
Stock. No Loan Party is engaged and will not engage, principally or as one of its important activities, in the
business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock,
and no part of the proceeds of any Borrowing or Letter of Credit hereunder will be used to buy or carry any Margin Stock.
Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than 25% of the
value of the assets (either of any Loan Party individually or of the Loan Parties and their Subsidiaries on a consolidated
basis) will be Margin Stock.


 


Section 3.14.       Liens.
There are no Liens on any of the real or personal properties of the Company or any Subsidiary except for Liens permitted by Section 6.02.


 


Section 3.15.       Capitalization
and Subsidiaries. As of the Amendment No. 1 Effective Date, Schedule 3.15 sets forth (a) a correct
and complete list of the name and relationship to the Company of each Subsidiary, (b) a true and complete listing of each
class of each Borrower’s (other than the Company’s) issued and outstanding Equity Interests, all of which Equity Interests
are owned beneficially and of record by the Persons identified on Schedule 3.15, and (c) the type of entity of
the Company and each Subsidiary.


 


Section 3.16.       No
Burdensome Restrictions. On the date hereof, no Borrower is subject to any Burdensome Restrictions except Burdensome Restrictions
permitted under Section 6.11.


 


Section 3.17.       Solvency.


 


(a)            Immediately
after the consummation of the Transactions to occur on the Effective Date and the making of each Loan on the Effective Date and
the application of the proceeds of such Loans, (i) the sum of the liabilities of the Company and its Subsidiaries, taken
as a whole, shall not exceed the present fair saleable value of the assets of the Company and its Subsidiaries, taken as a whole;
(ii) the capital of the Company and its Subsidiaries, taken as a whole, shall not be unreasonably small in relation to the
business of the Company and its Subsidiaries, taken as a whole, contemplated on the date hereof and (iii) the Company and
its Subsidiaries, taken as a whole, do not intend to incur, or believe that they will incur, debts including current obligations
beyond their ability to pay such debt as they mature in the ordinary course of business. For the purposes hereof, the amount of
any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing
at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of
whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).


 






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(b)            The
Company does not intend to, nor will it permit any of its Subsidiaries to, and the Company does not believe that it or any of
its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and
amounts of cash to be received by it or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect
of its Indebtedness or the Indebtedness of any such Subsidiary.


 


Section 3.18.       Insurance.
Schedule 3.18 sets forth a description of all insurance maintained by or on behalf of the Loan Parties and their Subsidiaries
as of the Amendment No. 1 Effective Date. As of the Amendment No. 1 Effective Date, all premiums in respect of such
insurance due and payable on or prior to the Amendment No. 1 Effective Date have been paid. Each Borrower maintains, and
has caused each Subsidiary to maintain, with financially sound and reputable insurance companies, insurance on all their real
and personal property in such amounts, subject to such deductibles and self-insurance retentions and covering such properties
and risks as are adequate and customarily maintained by companies engaged in the same or similar businesses operating in the same
or similar locations.


 


Section 3.19.       Security
Interest in Collateral. The Collateral Documents, upon execution and delivery thereof by the parties thereto, will create
in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the
Collateral covered thereby and (i) when the Collateral constituting certificated securities (as defined in the UCC) is delivered
to the Administrative Agent, together with instruments of transfer duly endorsed in blank, the Liens under the Collateral Documents
will constitute a fully perfected security interest in all right, title and interest of the respective Loan Parties thereunder
in such Collateral, prior and superior in right to any other Person, except for Liens permitted by Section 6.02 and
(ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created
under the Collateral Documents will constitute a fully perfected security interest in all right, title and interest of the respective
Loan Parties in the remaining Collateral to the extent perfection can be obtained by filing UCC financing statements, prior and
superior to the rights of any other Person, except for Liens permitted by Section 6.02.


 






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Section 3.20.       Employment
Matters. As of the Effective Date, there are no strikes, lockouts or slowdowns against any Loan Party or any Subsidiary
pending or, to the knowledge of any Loan Party, threatened, that, in the aggregate, could reasonably be expected to result in
a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties and their Subsidiaries have
not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with
such matters in a manner that, in the aggregate, could reasonably be expected to result in a Material Adverse Effect. All payments
due from any Loan Party or any Subsidiary, or for which any claim may be made against any Loan Party or any Subsidiary, on account
of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of
such Loan Party or such Subsidiary, except those that could not reasonably be expected to have a Material Adverse Effect.


 


Section 3.21.       Anti-Corruption
Laws and Sanctions. The Company has implemented and maintains in effect policies and procedures reasonably designed to
ensure compliance by the Company, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption
Laws and applicable Sanctions, and the Company, its Subsidiaries and to the knowledge of the Company its officers, directors,
employees and agents that will act in any capacity in connection with or benefit from the credit facilities established hereby,
are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Company,
any Subsidiary or to the knowledge of the Company or such Subsidiary any of their respective directors, officers or employees,
or (b) to the knowledge of the Company, any agent of the Company or any Subsidiary that will act in any capacity in connection
with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of
proceeds or other Transactions will violate any Anti-Corruption Law or applicable Sanctions.


 


Section 3.22.       EEA
Financial Institutions. No Loan Party is an EEA Financial Institution.


 


Section 3.23.       Use
of Proceeds. The proceeds of the Loans have been used and will be used, whether directly or indirectly as set forth in
Section 5.08.


 


Section 3.24.       Plan
Assets; Prohibited Transactions. No Loan Party or any of its Subsidiaries is an entity deemed to hold “plan assets”
(within the meaning of the Plan Asset Regulations), and neither the execution, delivery nor performance of the transactions contemplated
under this Agreement, including the making of any Loan and the issuance of any Letter of Credit hereunder, will give rise to a
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.


 


Article IV


 


Conditions


 


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


 






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(a)            Credit
Agreement and Other Loan Documents. The Administrative Agent (or its counsel) shall have received (i) from each
party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory
to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement)
that such party has signed a counterpart of this Agreement and (ii) each of the other documents, instruments, legal opinions
and other agreements listed on Exhibit D that are required to be delivered on or prior to the date hereof, all in
form and substance satisfactory to the Administrative Agent and its counsel.


 


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


 


(c)            Borrowing
Base Certificate. The Administrative Agent shall have received an Aggregate Borrowing Base Certificate and a Borrowing Base
Certificate for each Borrower, in each case, prepared as of the last day of the most recent month ended at least twenty (20) calendar
days prior to the Effective Date.


 


(d)            Closing
Availability. After giving effect to all Borrowings to be made on the Effective Date, the issuance of any Letters of Credit
on the Effective Date and the payment of all fees and expenses due hereunder, and with all of the Loan Parties’ indebtedness,
liabilities, and obligations current, the Aggregate Availability shall not be less than $38,500,000.


 


(e)            Fees
and Expenses. All fees and expenses due and payable to the Administrative Agent, the Lenders and their respective Affiliates
and required to be paid on or prior to the Effective Date shall have been paid or shall have been authorized to be deducted from
the proceeds of the initial Loans, so long as any such fees or expenses not expressly set forth in the fee letters entered into
by the Company in connection with the Transactions have been invoiced not less than two (2) Business Days prior to the Effective
Date (except as otherwise reasonably agreed by the Company).


 


(f)            Patriot
Act, Etc. At least three (3) Business Days prior to the Effective Date, the Administrative Agent and the Lead Arranger
shall have received all documentation and other information about the Company and the other Loan Parties as shall have been reasonably
requested in writing by either the Administrative Agent or by the Lead Arranger at least ten (10) days prior to the Effective
Date and required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering
rules and regulations, including the Patriot Act.


 


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


 






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The Administrative
Agent shall notify the Company and the Lenders of the Effective Date, and such notice shall be conclusive and binding.


 


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


 


(a)            The
representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects
(provided that any representation or warranty that is qualified by materiality, Material Adverse Effect or similar language
shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal
or extension of such Letter of Credit, as applicable, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they shall be true and correct in all material respects (provided that any representation
or warranty that is qualified by materiality, Material Adverse Effect or similar language shall be true and correct in all respects)
as of such earlier date.


 


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


 


(c)            After
giving effect to such Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, the Borrowers shall
be in compliance with the Revolving Exposure Limitations.


 


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


 


Article V


 


Affirmative Covenants


 


Until the Commitments
shall have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full (other than Unliquidated Obligations not yet due and payable and Obligations expressly stated to survive such
payment and termination) and all Letters of Credit shall have expired or terminated, in each case, without any pending draw (or
shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent),
and all LC Disbursements shall have been reimbursed, each Loan Party executing this Agreement covenants and agrees, jointly and
severally with all of the other Loan Parties, with the Lenders that:


 


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


 






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(a)            within
ninety (90) days after the end of each fiscal year of the Company, its audited consolidated balance sheet and related statements
of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative
form the figures for the previous fiscal year, all reported on by Deloitte & Touche LLP or other independent public accountants
of recognized national standing (without a “going concern” or like qualification or exception and without any qualification
or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material
respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated
basis in accordance with GAAP consistently applied;


 


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


 


(c)            [Intentionally
Omitted];


 


(d)            concurrently
with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial
Officer of the Borrower Representative in substantially the form of Exhibit C (i) certifying, in the case of
the financial statements delivered under clause (b), as presenting fairly in all material respects the financial condition
and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied, subject to normal year-end audit adjustments and the absence of footnotes, (ii) certifying as to whether a Default
has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with
respect thereto, (iii) setting forth reasonably detailed calculations of the Fixed Charge Coverage Ratio as of the last day
of the most recently ended period of four (4) Fiscal Quarters (provided that the Fixed Charge Coverage Ratio shall
only be tested for compliance purposes during an FCCR Test Period) and (iv) stating whether any change in GAAP or in the
application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and,
if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;


 






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(e)            within
ninety (90) days after the end of each fiscal year of the Company, a copy of the plan and forecast of the Company and its
Subsidiaries in the form previously provided to, and approved by, the Administrative Agent;


 


(f)            (i) as
soon as available but in any event within twenty (20) days after the end of each fiscal quarter following the Effective Date (or,
(x) during any Monthly Reporting Period, within twenty (20) days after the end of each calendar month following the Effective
Date or (y) during any Weekly Reporting Period, by the Wednesday immediately following the end of each calendar week) and
(ii) at such other times as may be necessary to re-determine Aggregate Availability or Availability for any Borrower
or as may be reasonably requested by the Administrative Agent, as of the period then ended, an Aggregate Borrowing Base Certificate,
together with a Borrowing Base Certificate for each Borrower, and supporting information in connection therewith, together with
any additional reports with respect to the Aggregate Borrowing Base or the Borrowing Base of any Borrower as the Administrative
Agent may reasonably request;


 


(g)            as
soon as available but in any event within twenty (20) days of the end of each fiscal quarter (or, during any Monthly Reporting
Period or Weekly Reporting Period, within twenty (20) days of the end of each calendar month), as of the period then ended, all
delivered electronically in a text formatted file acceptable to the Administrative Agent:


 


(i)            a
detailed aging of the Borrowers’ Accounts, including all invoices aged by invoice date and due date (with an explanation
of the terms offered), prepared in a manner reasonably acceptable to the Administrative Agent, together with a summary specifying
the name, address, and balance due for each Account Debtor;


 


(ii)            a
schedule detailing the Borrowers’ Inventory, in form reasonably satisfactory to the Administrative Agent, (1) by location
(showing U16 Inventory, Inventory in transit, any Inventory located with a third party under any consignment, bailee arrangement,
or warehouse agreement), by class (raw material, work-in-process and finished goods), by product type, and by volume on
hand, which Inventory shall be valued at the lower of cost (determined on a first-in, first-out basis) or market and adjusted
for Reserves as the Administrative Agent has previously indicated to the Borrower Representative are deemed by the Administrative
Agent to be appropriate, and (2) including a report of any variances or other results of Inventory counts performed by the
Borrowers since the last Inventory schedule (including information regarding sales or other reductions, additions, returns, credits
issued by Borrowers and complaints and claims made against the Borrowers);


 


(iii)           if
a Monthly Reporting Period or Weekly Reporting Period is then in effect, a worksheet of calculations prepared by the Borrowers
to determine Eligible Accounts and Eligible Inventory, such worksheets detailing the Accounts and Inventory excluded from Eligible
Accounts and Eligible Inventory and the reason for such exclusion; and


 






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(iv)           a
reconciliation of the Borrowers’ Accounts and Inventory between (A) the amounts shown in the Borrowers’ general
ledger and financial statements and the reports delivered pursuant to clauses (i) and (ii) above and (B) the
amounts and dates shown in the reports delivered pursuant to clauses (i) and (ii) above and the Aggregate
Borrowing Base Certificate and the Borrowing Base Certificate of each Borrower delivered pursuant to clause (f) above
as of such date;


 


(h)            as
soon as available but in any event within twenty (20) days of the end of each fiscal quarter (or, during any Monthly Reporting
Period or Weekly Reporting Period, within twenty (20) days of the end of each calendar month) and at such other times as may be
requested by the Administrative Agent, as of the period then ended, a schedule and aging of the Borrowers’ accounts payable,
delivered electronically in a text formatted file acceptable to the Administrative Agent;


 


(i)            as
soon as available but in any event within twenty (20) days of the end of each fiscal year of the Company, and at such other times
as may be requested by the Administrative Agent, an updated customer list for each Borrower and its Subsidiaries, which list shall
state the customer’s name, mailing address and phone number, delivered electronically in a text formatted file acceptable
to the Administrative Agent and certified as true and correct by a Financial Officer of the Borrower Representative;


 


(j)            promptly
upon the Administrative Agent’s reasonable request:


 


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


 


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


 


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


 


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


 


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


 






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Documents
required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall
be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s
Electronic Data Gathering and Retrieval System; provided that the Company shall notify (which may be by facsimile or
through Electronic Systems) the Administrative Agent of the filing of any such documents and provide to the Administrative
Agent through Electronic Systems electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall
have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any
event shall have no responsibility to monitor compliance by any Borrower with any such request by a Lender for delivery, and
each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such
documents to it and maintaining its copies of such documents. Notwithstanding anything contained herein, in every instance
the Company shall be required to provide paper copies of the compliance certificates required by clause (d) of
this Section 5.01 to the Administrative Agent.


 


Section 5.02.       Notices
of Material Events. The Company will furnish to the Administrative Agent (for distribution to each Lender) written notice
of the following, promptly after a Responsible Officer of the Company obtains actual knowledge thereof:


 


(a)            the
occurrence of any Default;


 


(b)            the
filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting
the Company or any Subsidiary thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse
Effect;


 


(c)            any
loss, damage, or destruction to the Collateral in the amount of $7,500,000 or more, whether or not covered by insurance;


 


(d)            any
and all default notices received under or with respect to any leased location or public warehouse where Inventory constituting
Collateral with a value in excess of $2,500,000 is located;


 


(e)            all
amendments to theany
Term LoanLoans/Notes
Agreement, together with a copy of each such amendment;


 


(f)            the
occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected
to result in a Material Adverse Effect; and


 


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


 


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


 






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Information required
to be delivered pursuant to clause (b), (e), (f) and (g) of this Section shall be deemed
to have been delivered if such information, or one or more annual, quarterly, current or other reports containing such information,
is (i) filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System, (ii) posted
on www.winnebagoind.com or at another website identified in a notice from the Company and accessible by the Lenders without charge;
or (iii) posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent
and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent).
Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant
to procedures approved by the Administrative Agent.


 


Section 5.03.       Existence;
Conduct of Business. Each Loan Party will, and will cause each of its Material Subsidiaries to, (a) do or cause
to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (b) take,
or cause to be taken, all reasonable actions to preserve, renew and keep in full force and effect the rights, qualifications,
licenses, permits, privileges, franchises, governmental authorizations and intellectual property rights material to the
conduct of the business of the Company and its Subsidiaries, taken as a whole, and maintain all requisite authority to
conduct its business in each jurisdiction in which its business is conducted, except, in the case of this clause (b),
to the extent failure to do so could not reasonably be expected to result in a Material Adverse Effect; provided that,
the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03.


 


Section 5.04.       Payment
of Obligations. Each Loan Party will, and will cause each of its Subsidiaries to, pay its obligations, including Tax liabilities,
that, if not paid, could result in a Material Adverse Effect before the same shall become delinquent or in default, except where
(a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) such Loan Party
or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the
failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.


 


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


 


Section 5.06.       Books
and Records; Inspection Rights. The Loan Parties will, and will cause each of their Subsidiaries to, keep in all material
respects proper books of record and account in which full, true and correct entries in all material respects in conformity, in
all material respects, with GAAP and applicable law are made of all material dealings and material transactions in relation to
its business and activities. The Loan Parties will, and will cause each of the Subsidiaries to, permit any representatives designated
by the Administrative Agent, who may be accompanied by a Lender, upon no less than five (5) Business Days’ prior written
notice (provided that no such prior written notice shall be required during the occurrence and continuance of an Event
of Default) and at reasonable times during normal business hours, to visit and inspect its properties, to examine and make extracts
from its books and records, environmental assessment reports and Phase I or Phase II studies, and to discuss its affairs, finances
and condition with its officers, all at such reasonable times and as often as reasonably requested; provided, that so long
as no Event of Default has occurred and is continuing, the Loan Parties shall not be required to pay for any such inspection (but
may be obligated reimburse the Administrative Agent for field exams and appraisals as provided in Sections 5.11 and
5.12 below). The Loan Parties acknowledge that the Administrative Agent, after exercising its rights of inspection, may
prepare and distribute to the Lenders Reports pertaining to the Loan Parties’ assets for internal use by the Administrative
Agent and the Lenders. The Loan Parties and the Subsidiaries shall have no obligation to discuss or disclose to Administrative
Agent, any Lender, or any of their officers, directors, employees or agents, materials protected by attorney-client privilege
(including any attorney work product) materials that constitute non-financial trade secrets or non-financial proprietary
information, or materials that the Loan Parties or any of the Subsidiaries may not disclose without violation of a confidentiality
obligation binding upon it.


 






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


 


Section 5.08.       Use
of Proceeds. The proceeds of the Revolving Loans and the Letters of Credit will be used only to finance the Transaction
Costs and to finance the working capital needs, and for general corporate purposes (including Restricted Payments and Permitted
Acquisitions as permitted hereunder), of the Company and its Subsidiaries. No part of the proceeds of any Loan and no Letter of
Credit will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the
Board, including Regulations T, U and X. No Borrower will request any Borrowing or Letter of Credit, and no Borrower shall use,
and each Borrower shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall
not use, the proceeds of any Borrowing or Letter of Credit (i) in furtherance of an offer, payment, promise to pay, or authorization
of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for
the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or
in any Sanctioned Country, except to the extent permitted for a Person required to comply with Sanctions, or (iii) in any
manner that would result in the violation of any Sanctions applicable to any party hereto.


 


Section 5.09.       Insurance.
Each Loan Party will, and will cause each Subsidiary to, maintain with financially sound and reputable carriers (a) insurance
in such amounts and against such risks (including, without limitation: loss or damage by fire and loss in transit; theft, burglary,
pilferage, larceny, embezzlement, and other criminal activities; business interruption; and general liability) and such other
hazards, as is customarily maintained by companies of established repute engaged in the same or similar businesses operating in
the same or similar locations and (b) all insurance required pursuant to the Collateral Documents. The Borrowers will furnish
to the Lenders, upon request of the Administrative Agent, information in reasonable detail as to the insurance so maintained.


 






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Section 5.10.       Casualty
and Condemnation. The Borrowers will (a) furnish to the Administrative Agent and the Lenders prompt written notice
upon obtaining knowledge of any casualty or other insured damage to any Collateral in excess of $7,500,000 or the commencement
of any action or proceeding for the taking of any Collateral or interest therein with a book value in excess of $7,500,000 under
power of eminent domain or by condemnation or similar proceeding and (b) ensure that the Net Proceeds of any such event (whether
in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable
provisions of this Agreement and the Collateral Documents.


 


Section 5.11.       Appraisals.
At any time that the Administrative Agent reasonably requests, each Loan Party will permit the Administrative Agent to conduct
appraisals or updates thereof of their Inventory with an appraiser engaged by the Administrative Agent, such appraisals and updates
to include, without limitation, information required by any applicable Requirement of Law and to be conducted with reasonable
prior notice and during normal business hours. Only one (1) such Inventory appraisal every other calendar year shall be at
the sole expense of the Loan Parties; provided that (i) an Inventory appraisal may be conducted during any calendar
year at the sole expense of the Loan Parties if the Aggregate Availability is less than $50,000,000 at any time during such calendar
year, (ii) two (2) such Inventory appraisals per calendar year shall be at the sole expense of the Loan Parties if the
Aggregate Availability is less than the greater of $16,500,000 and 10% of the Aggregate Commitment at any time during such calendar
year and (iii) during the occurrence and continuance of an Event of Default, there shall be no limitation on the number or
frequency of appraisals that shall be at the sole expense of the Loan Parties.


 


Section 5.12.      Field
Examinations. At any time that the Administrative Agent reasonably requests, each Loan Party will, and will cause each
Subsidiary to, permit, upon reasonable prior notice and during normal business hours, the Administrative Agent to conduct a
field examination to ensure adequacy of Collateral included in the Borrowing Bases and related reporting and control systems.
For purposes of this Section 5.12, it is understood and agreed that a single field examination may consist of
examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. Only one
(1) such field examinations per calendar year shall be at the sole expense of the Loan Parties; provided that
(i) two (2) such field examinations per calendar year shall be at the sole expense of the Loan Parties if the
Aggregate Availability is less than the greater of $16,500,000 and 10% of the Aggregate Commitment at any time during such
calendar year and (ii) during the occurrence and continuance of an Event of Default, there shall be no limitation on the
number or frequency of field examinations that shall be at the sole expense of the Loan Parties.


 


Section 5.13.       Accuracy
of Information. The Loan Parties will ensure that any information, including financial statements or other documents, furnished
to the Administrative Agent or the Lenders in writing in connection with this Agreement or any other Loan Document or any amendment
or modification hereof or thereof or waiver hereunder or thereunder contains no material misstatement of fact or omits to state
any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not
misleading, and the furnishing of such information shall be deemed to be a representation and warranty by the Borrowers on the
date thereof as to the matters specified in this Section 5.13; provided that, with respect to projected financial
information, the Loan Parties will only ensure that such information was prepared in good faith based upon assumptions believed
to be reasonable at the time.


 






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Section 5.14.       Additional
Collateral; Further Assurances.


 


(a)            Within
sixty (60) days (or such later date as may be agreed upon by the Administrative Agent in its reasonable discretion) after
any wholly-owned Subsidiary qualifies as a Material Domestic Subsidiary pursuant to the definition of “Material Domestic
Subsidiary”, the Company shall provide the Administrative Agent with written notice thereof setting forth information
in reasonable detail describing the material assets of such Person and shall cause each such Subsidiary to deliver to the Administrative
Agent a Joinder Agreement and a joinder to the Security Agreement (in the form contemplated thereby) pursuant to which such Subsidiary
agrees to be bound by the terms and provisions hereof and thereof, such delivery to be accompanied by requisite resolutions, other
organizational documentation and legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory
to, the Administrative Agent and its counsel. Notwithstanding anything to the contrary in any Loan Document, (i) no Excluded
Domestic Subsidiary or Excluded Foreign Subsidiary shall be required to be a Loan Party and (ii) no Collateral constituting
fee-owned real property located in the State of New York shall secure any Commitments, Revolving Loans or Revolving Exposure.


 


(b)            Subject
the terms, limitations and exceptions set forth in the applicable Collateral Documents and this Section 5.14(b),
each Loan Party will cause all of its owned property (whether real, personal, tangible, intangible, or mixed but excluding
Excluded Assets and any real property that is not Material Real Property) to be subject at all times to perfected Liens in
favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with
the terms and conditions of the Collateral Documents on a first priority basis, subject in any case to Liens permitted by Section 6.02.
Without limiting the generality of the foregoing, and subject to the terms, limitations and exceptions set forth in the
applicable Collateral Documents, the Company (i) will cause the Applicable Pledge Percentage of the issued and
outstanding Equity Interests of each Pledge Subsidiary directly owned by the Company or any other Loan Party (other than
Excluded Assets) to be subject at all times to a first priority perfected (subject in any case to Liens permitted by Section 6.02)
Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of
the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request and
(ii) will deliver Mortgages and Mortgage Instruments with respect to Material Real Property owned by the Company or such
Loan Party to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding
anything to the contrary in this Section 5.14, (i) no such Mortgage or Mortgage Instruments are required to
be delivered hereunder until the date that is ninety (90) days (or such later date as may be agreed upon by the
Administrative Agent in its reasonable discretion) after (A) the Effective Date, with respect to Material Real Property
owned by the Company or any other Loan Party on the Effective Date or (B) the date of acquisition thereof, with respect
to Material Real Property acquired by the Company or any other Loan Party after the Effective Date and (ii) no foreign
pledge documentation in respect of the pledge of Equity Interests of a Pledge Subsidiary that is a Material Foreign
Subsidiary shall be required hereunder (A) until the date that is ninety (90) days after the Effective Date or such
later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto,
(B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit
support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements, and
(C) to the extent the Company reasonably determines in its good faith judgment that such pledge would result in a
material adverse tax consequence to the Company or any Subsidiary.


 






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(c)            If,
at any time after the Effective Date any Subsidiary of the Company that is not a Loan Party shall become party to a guaranty of,
or grant a Lien on any assets to secure, the Term LoanLoans/Notes
Obligations, any Subordinated Indebtedness or any other Material Indebtedness of a Loan Party, the Company shall
promptly notify the Administrative Agent thereof and, within ten (10) days thereof (or such later date as may be agreed upon
by the Administrative Agent) cause such Subsidiary to comply with Section 5.14(a) and (b) (but without giving
effect to the 30-day grace periods provided therein).


 


(d)            Without
limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed
and delivered, to the Administrative Agent such documents, agreements and instruments, and take or cause to be taken such further
actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents
and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by
any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and
conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended
to be created by the Collateral Documents, subject to the terms, limitations, and exceptions set forth herein or in any Collateral
Document, all at the expense of the Loan Parties, in each case to the extent required by, and subject to the limitations and exceptions
of, this Agreement and the other Loan Documents.


 






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(e)            If
any material assets (other than Excluded Assets or other assets not required to be Collateral) are acquired by any Loan Party
after the Effective Date (other than assets constituting Collateral under the applicable Collateral Documents that become subject
to the Lien granted by the Loan Parties in favor of the Administrative Agent in support of all of the Secured Obligations upon
acquisition thereof), the Borrower Representative will promptly (i) notify the Administrative Agent thereof and, if requested
by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations
and (ii) take such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect
such Liens, subject to clause (f) of this Section, all at the expense of the Loan Parties, subject, however, to the
terms, limitations and exceptions set forth herein or in any Collateral Document; provided that with respect to any Material
Real Property acquired by the Company or any other Loan Party after the Effective Date (including in connection with a Permitted
Acquisition), which property would not be automatically subject to any other Lien pursuant to an existing Collateral Document,
no Mortgage or Mortgage Instrument shall be required to be delivered hereunder prior to the date that is one hundred twenty (120)
days after the acquisition thereof as determined by the Borrower Representative (acting reasonably in good faith) (or such later
date as may be agreed upon by the Administrative Agent in its reasonable discretion).


 


(f)            Notwithstanding
the foregoing, the parties hereto acknowledge and agree that (i) in circumstances where the Administrative Agent
reasonably determines that the cost or effort of obtaining or perfecting a security interest in any asset that constitutes
Collateral is excessive in relation to the benefit afforded to the Secured Parties thereby, the Administrative Agent may
exclude such Collateral from the creation and perfection requirements set forth in this Agreement and the other Loan
Documents and (ii) the Administrative Agent may grant extensions of time for the creation or perfection of Liens in
particular property (including extensions of time beyond the Effective Date) where it determines that such creation or
perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be
required by this Agreement or any other Loan Document.


 


Article VI


 


Negative Covenants


 


Until the Commitments
shall have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full (other than Unliquidated Obligations not yet due and payable and Obligations expressly stated to survive such
payment and termination) and all Letters of Credit shall have expired or terminated, in each case, without any pending draw (or
shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent),
and all LC Disbursements shall have been reimbursed, each Loan Party executing this Agreement covenants and agrees, jointly and
severally with all of the other Loan Parties, with the Lenders that:


 






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


 


(a)            (i) the
Secured Obligations and any other Indebtedness created under the Loan Documents and (ii) (A) Indebtedness under theany
Term LoanLoans/Notes
Agreement and Incremental Equivalent DebtPermitted
Additional Pari Passu Obligations (as defined in the Term LoanLoans/Notes
Agreement as of the date hereofAmendment
No. 2 Effective Date) in an aggregate principal amount at any one time outstanding not to exceed the sum of
$425,000,000450,000,000
plus the Incremental Term LoanLoans/Notes
Amount and (B) any Refinancing Indebtedness thereof;


 


(b)            Indebtedness
existing on the Effective Date and set forth on Schedule 6.01 and Refinancing Indebtedness in respect of any of the
foregoing;


 


(c)            Indebtedness
of the Company or any Subsidiary to the Company or any Subsidiary; provided that (A) any such Indebtedness owing
by the Company or any other Loan Party shall be unsecured and shall be subordinated in right of payment to the Secured
Obligations on terms customary for intercompany subordinated Indebtedness, as reasonably determined by the Administrative
Agent, (B) any such Indebtedness owing to the Company or any other Loan Party shall be evidenced by a promissory note
which shall have been pledged pursuant to the Security Agreement and (C) any such Indebtedness owing by any Subsidiary
that is not a Loan Party to any Loan Party shall be incurred in compliance with Section 6.04(d);


 


(d)            Guarantees
incurred in compliance with Section 6.04;


 


(e)            [Intentionally
Omitted];


 


(f)            (i) Indebtedness
of the Company or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets,
including Capital Lease Obligations, purchase money Indebtedness and any Indebtedness assumed by the Company or any Subsidiary
in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof
and (ii) Refinancing Indebtedness in respect of Indebtedness incurred or assumed pursuant to clause (i) above;
provided that the aggregate principal amount of Indebtedness permitted by this clause (f) shall not exceed
the greater of (x) $30,000,000 and (y) 3% of Consolidated Total Assets (at the time of incurrence);


 






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(g)            (i) Indebtedness
of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into
a Subsidiary in a transaction permitted hereunder) after the Effective Date, or Indebtedness of any Person that is assumed by
any Subsidiary in connection with an acquisition of assets by such Subsidiary in a Permitted Acquisition; provided that
such Indebtedness exists at the time such Person becomes a Subsidiary (or is so merged or consolidated) or such assets are acquired
and is not created in contemplation of or in connection with such Person becoming a Subsidiary (or such merger or consolidation)
or such assets being acquired, and (ii) Refinancing Indebtedness in respect of Indebtedness assumed pursuant to clause
(i) above; provided further that the aggregate principal amount of Indebtedness permitted by this clause (g) shall
not exceed the greater of (x) $50,000,000 and (y) 5% of Consolidated Total Assets (at the time of incurrence);


 


(h)            Permitted
Unsecured Indebtedness and Refinancing Indebtedness in respect thereof; provided that, (i) immediately prior to
and immediately after giving effect (including pro forma effect) to the incurrence of any Permitted Unsecured Indebtedness
under this clause (h), no Default shall have occurred and be continuing, (ii) immediately after giving effect
(including pro forma effect) to the incurrence of any Permitted Unsecured Indebtedness, the Total Net Leverage Ratio,
calculated on a pro forma basis for the most recently ended Test Period, shall not exceed 4.25 to 1.00, and (iii) the
Company will, on the date of incurrence of such Indebtedness, deliver to the Administrative Agent a certificate of a
Financial Officer of the Company, dated such date, confirming the satisfaction of the conditions set forth above and
attaching a reasonably detailed calculation evidencing compliance with the condition set forth in the preceding clause
(ii), identifying the Permitted Unsecured Indebtedness being incurred and specifying that it is being incurred pursuant
to this clause (h); provided further that the aggregate amount of Indebtedness incurred by a Subsidiary that is
not a Loan Party under this Section 6.01(h) shall not exceed the greater of (x) $30,000,000 and
(y) 3% of Consolidated Total Assets (at the time of incurrence);


 


(i)             Indebtedness
incurred in the ordinary course of business and owed in respect of any overdrafts and related liabilities arising from treasury,
depository and cash management services or in connection with any automated clearing-house transfers of funds;


 


(j)             Indebtedness
in respect of (1) letters of credit, bank guarantees and similar instruments issued for the account of, and (2) lines
of credit established for the account of, the Company or any Subsidiary, in the case of each of clauses (1) and (2) in
the ordinary course of business supporting or drawn to support, as applicable, obligations under (i) workers’ compensation,
health, disability or other employee benefits, casualty or liability insurance, unemployment insurance and other social security
laws and local state and federal payroll taxes, (ii) obligations in connection with self-insurance arrangements in the
ordinary course of business and (iii) bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance
and reclamation bonds and obligations of a like nature;


 






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(k)            Indebtedness
consisting of (i) client advances or deposits received in the ordinary course of business and (ii) obligations in respect
of Repurchase Agreements;


 


(l)            Indebtedness
of the Company or any Subsidiary in the form of purchase price adjustments (including in respect of working capital), earnouts,
deferred compensation, indemnification or other arrangements representing acquisition consideration or deferred payments of a
similar nature incurred in connection with any Permitted Acquisition or other Investments permitted under Section 6.04
or Dispositions permitted under Section 6.05;


 


(m)            Indebtedness
of Foreign Subsidiaries and Refinancing Indebtedness in respect thereof; provided that, the aggregate principal amount
of Indebtedness permitted by this clause (m) shall not exceed the greater of (x) $50,000,000 and (y) 5%
of Consolidated Total Assets (at the time of incurrence);


 


(n)            Indebtedness
relating to premium financing arrangements for property and casualty insurance plans and health and welfare benefit plans
(including health and workers compensation insurance, employment practices liability insurance and directors and officers
insurance), if incurred in the ordinary course of business;


 


(o)            other
unsecured and Subordinated Indebtedness not otherwise described above, and Refinancing Indebtedness in respect thereof, in an
aggregate principal amount at any time outstanding not in excess of the greater of (x) $50,000,000 and (y) 5% of Consolidated
Total Assets;


 


(p)            unfunded
pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under
applicable law;


 


(q)            Indebtedness
of the Company or any of its Subsidiaries in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations,
in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit
supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations;


 


(r)            Indebtedness
in respect to judgments or awards under circumstances not giving rise to an Event of Default;


 


(s)            Indebtedness
in respect of obligations that are being contested in accordance with Section 5.04;


 






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(t)            Indebtedness
representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current
and former employees of the Company and its Subsidiaries incurred in the ordinary course of business or existing on the Effective
Date; and


 


(u)            Indebtedness
consisting of promissory notes issued by the Company or any Subsidiary to present or former employees, officers, directors or
consultants (or their estates or beneficiaries under their estates) to finance the purchase or redemption of Equity Interests
of the Company permitted by ‎Section 6.09.


 


For purposes of determining compliance
with this Section 6.01, in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more
than one of the categories of permitted Indebtedness described in clauses (a) through (u) above, the Company,
in its sole discretion, will be permitted to divide and classify such item of Indebtedness (or any portion thereof) on the date
of incurrence, and at any time and from time to time may later reclassify all or any portion of any item of Indebtedness as having
been incurred under any category of permitted Indebtedness described in clauses (a) through (u) above
so long as such Indebtedness is permitted to be incurred pursuant to such provision at the time of reclassification.


 


Section 6.02.       Liens.
No Loan Party will, nor will it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or
asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights
in respect of any thereof, except:


 


(a)            (i) Liens
created under the Loan Documents and (ii) Lien on Collateral of the Loan Parties securing Indebtedness incurred pursuant
to Section 6.01(a)(ii) (which Liens shall be subject to an Intercreditor Agreement and, to the extent on ABL
Priority Collateral, shall be junior to the Liens securing the Secured Obligations);


 


(b)            Permitted
Encumbrances;


 


(c)            any
Lien on any asset of the Company or any Subsidiary existing on the Effective Date and set forth on Schedule 6.02;
provided that (i) such Lien shall not apply to any other asset of the Company or any Subsidiary other than (A) after-acquired
property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 6.01
and (B) proceeds and products thereof and (ii) such Lien shall secure only those obligations that it secures on
the Effective Date and extensions, renewals, replacements and refinancings thereof so long as the principal amount of such extensions,
renewals, replacements and refinancings does not exceed the principal amount of the obligations being extended, renewed, replaced
or refinanced or, in the case of any such obligations constituting Indebtedness, that are permitted under Section 6.01(b) as
Refinancing Indebtedness in respect thereof;


 






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(d)            any
Lien existing on any asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any asset of any
Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a
Subsidiary in a transaction permitted hereunder) after the Effective Date prior to the time such Person becomes a Subsidiary
(or is so merged or consolidated); provided that (i) such Lien is not created in contemplation of or in
connection with such acquisition or such Person becoming a Subsidiary (or such merger or consolidation), (ii) such Lien
shall not apply to any other asset of the Company or any Subsidiary (other than (A) the proceeds or products of such
assets, (B) after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior
to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at
such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply
to any property to which such requirement would not have applied but for such acquisition, and (C) in the case of any
such merger or consolidation, the assets of any Subsidiary without significant assets that was formed solely for the purpose
of effecting such acquisition) and (iii) such Lien shall secure only those obligations that it secures on the date of
such acquisition or the date such Person becomes a Subsidiary (or is so merged or consolidated) and extensions, renewals,
replacements and refinancings thereof so long as the principal amount of such extensions, renewals and replacements does not
exceed the principal amount of the obligations being extended, renewed or replaced or, in the case of any such obligations
constituting Indebtedness, that are permitted under Section 6.01(g) as Refinancing Indebtedness in respect
thereof;


 


(e)            Liens
on fixed or capital assets acquired, constructed or improved (including any such assets made the subject of a Capital Lease Obligation
incurred) by the Company or any Subsidiary; provided that (i) such Liens secure Indebtedness incurred to finance such
acquisition, construction or improvement and permitted by clause (f)(i) of Section 6.01 or any Refinancing
Indebtedness in respect thereof permitted by clause (f)(ii) of Section 6.01, and (ii) such Liens
shall not apply to any other assets (except for replacements, additions and accessions to such assets) of the Company or any Subsidiary,
other than the proceeds and products of such fixed or capital assets; provided that individual financings of equipment
provided by one lender may be cross collateralized to other financings of equipment provided by such lender;


 


(f)            in
connection with the sale or transfer of any Equity Interests or other assets in a transaction permitted under Section 6.05,
customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof;


 






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(g)            in
the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person
that is not a Subsidiary, any encumbrance or restriction, including any put and call arrangements, related to Equity Interests
in such Subsidiary or such other Person set forth in the organizational documents of such Subsidiary or such other Person or any
related joint venture, shareholders’ or similar agreement;


 


(h)            any
Lien on assets of any Foreign Subsidiary; provided that (i) such Lien shall not apply to any Collateral (including
any Equity Interests in any Subsidiary that constitute Collateral) or any other assets of the Company or any other Loan Party
and (ii) such Lien shall secure only Indebtedness or other obligations of such Foreign Subsidiary permitted hereunder;


 


(i)             Liens solely on any cash earnest money deposits, escrow arrangements or similar
arrangements made by the Company or any Subsidiary in connection with any letter of intent or purchase agreement for a
Permitted Acquisition or other transaction permitted hereunder;


 


(j)             Liens
granted (i) by a Subsidiary that is not a Loan Party in respect of Indebtedness permitted to be incurred under Section 6.01(c) and
(ii) by any Subsidiary in favor of any Loan Party;


 


(k)            Liens
securing judgments for the payment of money not constituting an Event of Default under Article VII;


 


(l)             other
Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed the greater of (x) $30,000,000
and (y) 3% of Consolidated Total Assets at any time outstanding;


 


(m)            Liens
arising out of any conditional sale, title retention, consignment or other similar arrangements for the sale of goods entered
into by the Company or any Subsidiary in the ordinary course of business;


 


(n)            Liens
securing Indebtedness permitted hereunder to finance insurance premiums solely to the extent of such premiums;


 


(o)            statutory
and common law rights of setoff and other Liens, similar rights and remedies arising as a matter of law encumbering deposits of
cash, securities, commodities and other funds in favor of banks, financial institutions, other depository institutions, securities
or commodities intermediaries or brokerage, and Liens of a collecting bank arising under Section 4-208 or 4-210 of
the UCC in effect in the relevant jurisdiction or any similar law of any foreign jurisdiction on items in the course of collection;


 


(p)            Liens
encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts
or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;


 






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(q)            Liens
that are contractual rights of set-off or rights of pledge (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
the Company or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business
of the or (3) relating to purchase orders and other agreements entered into with customers of the Company or any of Subsidiary
in the ordinary course of business;


 


(r)             Liens
deemed to exist in connection with Investments in repurchase agreements under Section 6.04;


 


(s)            the
modification, replacement, renewal or extension of any Lien permitted by clauses ‎(d) and ‎(e) of
this ‎Section 6.02; provided that (i) the Lien does not extend to any additional property, other
than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien and (B) proceeds
and products thereof, and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens
is permitted by ‎Section 6.01 (to the extent constituting Indebtedness); and


 


(t)            (i) Liens
in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with
the importation of goods in the ordinary course of business and (ii) Liens on specific items of inventory or other goods
and proceeds thereof of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters
of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or
other goods in the ordinary course of business; and.


 


(u) Liens on
the Collateral securing (i) Permitted First Priority Refinancing Indebtedness permitted under Section 6.01(e) of
the Term Loan Agreement (as in effect on the Effective Date) on a pari passu basis with the Liens on the Collateral securing the
Secured Obligations, and, if secured by the Collateral, Refinancing Indebtedness in respect thereof; provided
that a trustee, collateral agent, security agent or other Person acting on behalf of the holders of such
Indebtedness has entered into an Intercreditor Agreement and (ii) Permitted Second Priority Refinancing Indebtedness permitted
under Section 6.01(e) of the Term Loan Agreement (as in effect on the Effective Date) on a junior basis to the Liens
on the Collateral securing the Secured Obligations and, if secured by the Collateral, Refinancing Indebtedness in respect thereof;
provided that, a trustee, collateral agent, security agent or other Person acting on behalf
of the holders of such Indebtedness has entered into an Intercreditor Agreement.


 






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For purposes of determining compliance
with this Section 6.02, (A) a Lien securing an item of Indebtedness need not be permitted solely by reference
to one category of permitted Liens (or any portion thereof) described in clauses (a) through (ut)
but may be permitted in part under any combination thereof and (B) in the event that a Lien securing an item of Indebtedness
(or any portion thereof) meets the criteria of one or more of the categories of permitted Liens (or any portion thereof) described
in clauses (a) through (ut),
the Company may, in its sole discretion, classify or divide such Lien securing such item of Indebtedness (or any portion thereof)
in any manner that complies with this Section 6.02 and will be entitled to only include the amount and type of such
Lien or such item of Indebtedness secured by such Lien (or any portion thereof) in one of the above clauses and such Lien securing
such item of Indebtedness (or portion thereof) will be treated as being incurred or existing pursuant to only such clause or clauses
(or any portion thereof).


 


Section 6.03.       Fundamental
Changes.


 


(a)            None
of the Company or any Subsidiary will merge into or consolidate with any other Person, or permit any other Person to merge
into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving
effect thereto no Default shall have occurred and be continuing:


 


(i)             any
Person (other than the Company or any Subsidiary) may merge or consolidate with the Company or any Subsidiary; provided
that any such merger or consolidation involving (A) the Company must result in the Company as the surviving entity, (B) any
Borrower must result in such Borrower as the surviving entity and (C) a Loan Party must result in such Loan Party as the
surviving entity or, if such Loan Party is not the surviving entity of such merger or consolidation, the Person surviving such
merger or consolidation becomes a Loan Party following the consummation of such merger or consolidation in accordance with Section 5.14(a);


 


(ii)            any
Subsidiary may merge into or consolidate with a Loan Party in a transaction in which the surviving entity is such Loan Party (provided
that any such merger involving (A) the Company must result in the Company as the surviving entity and (B) a Borrower
must result in such Borrower as the surviving entity);


 


(iii)           any
Subsidiary that is not a Loan Party may merge into or consolidate with another Subsidiary that is not a Loan Party;


 


(iv)            any
Subsidiary that is not a Loan Party may liquidate, wind up or dissolve if the Company determines in good faith that such liquidation,
winding up or dissolution is in the best interests of the Company and its Subsidiaries and is not materially disadvantageous to
the Lenders; and


 


(v)            any
Subsidiary may liquidate, wind up or dissolve if its assets are transferred to the Company or any Loan Party or, if such Subsidiary
is not a Loan Party, to any other Subsidiary.


 


(b)            No
Loan Party will, nor will it permit any of its Subsidiaries to, engage to any material extent in any business substantially different
from businesses of the type conducted by the Company and its Subsidiaries (taken as a whole) on the Effective Date and businesses
reasonably related, ancillary, similar, complementary or synergistic thereto or reasonable extensions, development or expansion
thereof.


 






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(c)            No
Loan Party will, nor will it permit any of its Subsidiaries to, change its fiscal year from the basis in effect on the
Effective Date; provided that, the Loan Parties and their Subsidiaries may change their fiscal year from the basis in
effect on the Effective Date, subject to such adjustments to this Agreement as the Borrower Representative and the
Administrative Agent shall reasonably agree are necessary or appropriate in connection with such change (and the parties
hereto hereby authorize the Borrower Representative and the Administrative Agent to make any such amendments to this
Agreement as they jointly deem necessary to give effect to the foregoing).


 


(d)            No
Loan Party will, nor will it permit any of its Subsidiaries to, amend, modify or waive any of its rights under its certificate
of incorporation, bylaws or other organizational documents, in each case to the extent such amendment, modification or waiver
would be materially adverse to the Lenders.


 


(e)            No
Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written
consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates
a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required
to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in
the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.


 


Section 6.04.     Investments,
Loans, Advances, Guarantees and Acquisitions. No Loan Party will, nor will it permit any Subsidiary to, purchase, hold,
acquire (including pursuant to any merger or consolidation with any Person that was not a wholly-owned Subsidiary prior thereto),
make or otherwise permit to exist any Investment in any other Person, except:


 


(a)            [reserved];


 


(b)            cash
and Permitted Investments;


 


(c)            (i) Investments
existing on the Effective Date in Subsidiaries and (ii) other Investments existing or contemplated on the Effective Date
and set forth on Schedule 6.04 and any modification, replacement, renewal, reinvestment or extension thereof provided
that the amount of any Investment permitted pursuant to this Section 6.04(c) is not increased from the amount
of such Investment on the Effective Date except pursuant to the terms of such Investment as of the Effective Date or as otherwise
permitted by this Section 6.04;


 






    	 	117	 



     


    

 


(d)            (i) additional
Investments by the Company in any Loan Party and by any Loan Party in the Company or in another Loan Party, and
(ii) Investments (including by way of capital contributions) by the Company and the Subsidiaries in Equity Interests in
their Subsidiaries; provided, in the case of clause (ii), that (x) any such Equity Interests held by the
Company or any Loan Party shall be pledged in accordance with the requirements of Section 5.14 and (y) the
aggregate amount of Investments made by the Company or any Loan Party in any Subsidiary that is not a Loan Party in reliance
on this clause (d), when combined with the aggregate amount of Guarantees made by the Company or any Loan Party of
Indebtedness (excluding, for the avoidance of doubt, Guarantees of obligations not constituting Indebtedness) of any
Subsidiary that is not a Loan Party in reliance on clause (e) below, shall not exceed the greater of
(x) $30,000,000 and (y) 3% of Consolidated Total Assets (at the time made);


 


(e)            Guarantees
by the Company or any Subsidiary of Indebtedness or other obligations of the Company or any Subsidiary (including any such Guarantees
arising as a result of any such Person being a joint and several co-applicant with respect to any letter of credit or letter
of guaranty); provided that (i) any such Guarantee of Subordinated Indebtedness is subordinated to the Secured Obligations
on terms no less favorable to the Lenders than those of the Subordinated Indebtedness, (ii) any such Guarantee constituting
Indebtedness is permitted by Section 6.01 (other than clause (d) thereof) and (iii) the aggregate
amount of Guarantees made by the Company or any Loan Party of Indebtedness (excluding, for the avoidance of doubt, Guarantees
of obligations not constituting Indebtedness) of any Subsidiary that is not a Loan Party in reliance on this clause (e),
when combined with the aggregate amount of Investments made by the Company or any Loan Party in any Subsidiary that is not a Loan
Party in reliance on clause (d) above, shall not exceed the greater of (x) $30,000,000 and (y) 3% of Consolidated
Total Assets (at the time made);


 


(f)             loans,
advances or other extensions of credit to officers, directors and employees of the Company or any Subsidiary (i) to finance
the purchase of Equity Interests of the Company pursuant to employee plans, (ii) for reasonable and customary business-related
travel, entertainment, and moving and relocation, business machines or supplies, automobiles and other similar expenses and advances,
in each case incurred in the ordinary course of business, and (iii) for purposes not described in the foregoing clauses
(i) and (ii), in an aggregate principal amount outstanding at any time under clause (iii) not
to exceed $5,000,000;


 






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(g)            Investments
received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers
and suppliers, or consisting of securities acquired in connection with the satisfaction or enforcement of claims due or owing
to the Company or any Subsidiary, in each case in the ordinary course of business or upon the foreclosure with respect to any
secured Investment or other transfer of title with respect to any secured Investment;


 





(h)            Permitted
Acquisitions (including any intercompany investments, loans and advances used to consummate Permitted Acquisitions); provided
that, the Payment Condition shall be satisfied with respect to such Acquisition;


 


(i)            Investments
held by a Subsidiary acquired after the Effective Date or of a Person merged or consolidated with or into the Company or a Subsidiary
after the Effective Date, in each case as permitted hereunder, to the extent that such Investments were not made in contemplation
of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger
or consolidation;


 


(j)            Investments
constituting, or made as a result of the receipt of noncash consideration from a sale, transfer, lease or other disposition of
any asset in compliance with Section 6.05;


 


(k)            Investments
by the Company or any Subsidiary that result solely from the receipt by the Company or such Subsidiary from any of its subsidiaries
of a dividend or other Restricted Payment in the form of Equity Interests, evidences of Indebtedness or other securities (but
not any additions thereto made after the date of the receipt thereof);


 


(l)            Investments
in the form of Swap Agreements permitted under Section 6.07;


 


(m)            Investments
by Foreign Subsidiaries in other Foreign Subsidiaries or by any Subsidiary that is not a Loan Party in any other Subsidiary that
is not a Loan Party;


 


(n)            Investments
constituting deposits described in clauses (c) and (d) of the definition of “Permitted Encumbrances”;


 


(o)            Investments
consisting of (i) extensions of trade credit, (ii) deposits made in connection with the purchase of goods or services
or the performance of leases, licenses or contracts, in each case, in the ordinary course of business, (iii) notes receivable
of, or prepaid royalties and other extensions of credit to, customers and suppliers that are not Affiliates of the Company and
that are made in the ordinary course of business, (iv) Guarantees made in the ordinary course of business in support of obligations
of the Company or any of its Subsidiaries not constituting Indebtedness for borrowed money, including operating leases and obligations
owing to suppliers, customers and licensees and (v) loans, advances or other extensions of credit to one or more customers
by the Company or any Subsidiary pursuant to arm’s-length terms (or terms otherwise acceptable to the Administrative
Agent in its reasonable discretion) in order to finance such customer’s purchase of chassis that are used by the Company
or any Subsidiary to manufacture recreational  vehicles for such customer; provided that, the aggregate principal
amount of such loans, advances and extensions of credit outstanding at any time in reliance on this clause (o)(v) shall
not exceed $15,000,000;


 






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(p)            mergers
and consolidations permitted under Section 6.03 that do not involve any Person other than the Company and Subsidiaries
that are wholly-owned Subsidiaries;


 


(q)            to
the extent constituting Investments, intercompany loans or other intercompany Investments made by Loan Parties in the ordinary
course of business to or in any Foreign Subsidiary to provide funds as necessary to enable the applicable Foreign Subsidiary to
comply with changes in statutory or contractual capital requirements (other than any contractual requirement that constitutes
a Guarantee);


 


(r)            Investments
consisting of Guarantees in the ordinary course of business to support the obligations of any Subsidiary under its worker’s
compensation and general insurance agreements;


 


(s)            the
Company’s entry into (including payments of premiums in connection therewith), and the performance of obligations under,
Permitted Call Spread Swap Agreements in accordance with their terms;


 


(t)            Investments
in joint ventures of the Company or any Subsidiary, taken together with all other Investments made pursuant to this clause
 ‎(t) that are at that time outstanding, not to exceed the greater of (x) $50,000,000 and (y) 5% of Consolidated
Total Assets (in each case, determined on the date such Investment is made, with the fair market value of each Investment being
measured at the time made and without giving effect to subsequent changes in value);


 


(u)            advances
of payroll payments to employees in the ordinary course of business;


 


(v)            Investments
to the extent that payment for such Investments is made solely with Equity Interests (other than Disqualified Equity Interests)
of the Company;


 


(w)            the
forgiveness or conversion to equity of any Indebtedness owed by the Company or any Subsidiary and permitted by Section 6.01;


 






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(x)            to
the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases,
acquisitions, licenses or leases of other assets, Intellectual


Property, or other rights, in
each case in the ordinary course of business; and


 





(y)            Investments
arising as a result of Sale and Leaseback Transactions;


 


(z)            Investments
in theany
Term Loans/Notes in accordance with
Section 9.04(f) of theany
Term LoanLoans/Notes
Agreement (as in effect on the Effective Datedate
of entry thereto so long as the entry thereto was permitted by the terms of the Loan Documents);


 


(aa)     [reserved];


 


(bb)     Investments
consisting of the acquisition of real property (and any improvements thereon) located at, and commonly known as, 11333 CR2, Middlebury, Indiana
46540 and Vacant Land, CR2, Middlebury, Indiana 46540, pursuant to the exercise by Grand Design of its right of first offer
to purchase such property pursuant to the terms of each Lease Agreement, dated as of the date hereof, by and between Three Oaks,
LLC, as landlord, and Grand Design, as tenant (or such other terms as may be reasonably acceptable to the Administrative Agent);
provided that, (i) both immediately before and immediately after giving pro forma effect to any such Investment pursuant
to this clause (bb), no Event of Default shall have occurred and be continuing and (ii) the aggregate amount of Investments
permitted in reliance on this clause (bb) shall not exceed $20,000,000 (at the time made); and


 


(cc)     any
other Investments (including Acquisitions) whether or not of a type described above; provided that, (i) both immediately
before and immediately after giving pro forma effect to any such Investment pursuant to this clause (cc), no Event of Default
shall have occurred and be continuing and the Payment Condition shall be satisfied with respect to such Investment and (ii) any
Acquisitions made pursuant to this clause (cc) must constitute a Permitted Acquisition.


 


Notwithstanding the foregoing, any Acquisition
made in reliance on any provision of this Section 6.04 must satisfy the requirements of a Permitted Acquisition.


 


Notwithstanding anything contrary set
forth above, if any Investment is denominated in a foreign currency, no fluctuation in currency values shall result in a breach
of this Section 6.04.


 


For purposes of determining compliance
with this Section 6.04, in the event that an Investment (or any portion thereof) meets the criteria of more than one
of the categories of permitted Investments described in clauses (a) through (cc) above, the Company and the
Subsidiaries, in their sole discretion, will be permitted to divide and classify such Investment (or any portion thereof) on the
date of incurrence, and at any time and from time to time may later reclassify all or any portion of any Investment as having
been incurred under any category of permitted Investments described in clauses (a) through (cc) above
so long as such Investment is permitted to be incurred pursuant to such provision at the time of reclassification. For the avoidance
of doubt, an Investment entered into in reliance on clause (cc) above that was permitted at the time entered into
shall continue to be permitted under such clause notwithstanding any failure to satisfy the Payment Condition (or any other condition
in such clause) at a later date with respect to any subsequent Investment.





 






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For purposes of determining the amount
of any Investment outstanding, such amount shall be deemed to be the amount of such Investment when made, purchased or acquired
(without adjustment for subsequent increases or decreases in the value of such Investment) less any amount realized in respect
of such Investment upon the sale, collection or return of capital (not to exceed the original amount invested.


 


Section 6.05.     Asset
Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset,
including any Equity Interest owned by it, nor will any Subsidiary issue any additional Equity Interest in such Subsidiary (other
than issuing directors’ qualifying shares and other than issuing Equity Interests to the Company or another Subsidiary in
compliance with Section 6.04(d)) (each, a “Disposition”), except:


 


(a)            Dispositions
of (i) inventory or goods held for sale (including, for the avoidance of doubt, such Dispositions made by the Company or
any other Loan Party to Subsidiaries that are not Loan Parties, so long as such Dispositions are at prices and on terms and conditions
at least substantially as favorable to the Company or such Loan Party as those that could be obtained at the time in a comparable
arm’s-length transaction with a Person that is not a Subsidiary), (ii) immaterial assets (including allowing any
registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary
course of business), (iii) used, obsolete, damaged or surplus property or equipment, whether now owned or hereafter acquired,
and (iv) cash and Permitted Investments, in each case in the ordinary course of business;


 


(b)            Dispositions
to the Company or a Subsidiary; provided that any such Disposition to a Subsidiary that is not a Loan Party (i) shall
be made in compliance with Sections 6.04 and 6.08 if and to the extent applicable and (ii) shall
not, in the case of any Disposition by the Company or any other Loan Party to Subsidiaries that are not Loan Parties in any fiscal
year that are not made as Investments permitted by Section 6.04, involve assets having an aggregate fair market value
for all such assets so Disposed in such fiscal year in excess of $7,500,000;


 


(c)            Dispositions
of accounts receivable in connection with the compromise, settlement or collection thereof in the ordinary course of business
consistent with past practice and not as part of any accounts receivables financing transaction;


 


(d)            (i) to
the extent constituting Dispositions, transactions permitted by Sections 6.01 and 6.03, (ii) Dispositions
of assets to the extent that such Disposition constitutes an Investment referred to in and permitted by Section 6.04
and (iii) Dispositions of assets to the extent that such Disposition constitute a Restricted Payment referred to in
and permitted by Section 6.09;








 






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(e)            Sale
and Leaseback Transactions permitted by Section 6.06;


 


(f)            Licenses,
leases or subleases entered into in the ordinary course of business, including in connection with effectuating any tax subsidy
arrangement, including a payment-in-lieu of taxes arrangement, to the extent that they do not materially interfere with
the business of the Company or any Subsidiary;


 


(g)            Licenses
or sublicenses of intellectual property in the ordinary course of business, to the extent that they do not materially interfere
with the business of the Company or any Subsidiary;


 


(h)            Dispositions
resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar
proceeding of, any asset of any of the Company or any Subsidiary;


 


(i)            Dispositions
of assets (including as a result of like-kind exchanges) to the extent that (i) such assets are exchanged for credit
(on a fair market value basis) against the purchase price of similar or replacement assets or (ii) such asset is Disposed
of for fair market value and the proceeds of such Disposition are promptly applied to the purchase price of similar or replacement
assets;


 


(j)            Dispositions
of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint
venture parties set forth in joint venture arrangements;


 


(k)            the
abandonment, cancellation, non-renewal or discontinuance of use or maintenance of non-material intellectual property or
rights relating thereto (including registrations and applications for registration) that the Company determines in its reasonable
judgment to be desirable to the conduct of its business and not materially disadvantageous to the interests of the Lenders;


 


(l)            Dispositions
of assets acquired pursuant to or in order to effectuate a Permitted Acquisition which assets are not used or useful to the core
or principal business of the Company and its Subsidiaries in an aggregate amount not to exceed 30% of the aggregate consideration
in respect of such Permitted Acquisition;


 


(m)            Dispositions
of assets that the Company determines in its reasonable judgment to be no longer used or useful in the conduct of the business
of the Company or any Subsidiary outside the ordinary course of business (and for consideration complying with the requirements
applicable to Dispositions pursuant to clause (rs)
below) in an aggregate amount not to exceed $15,000,000;


 






    	 	123	 



     


    

 


(n)            any
swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Company
and the Subsidiaries as a whole, as determined in good faith by the Company;


 


(o)            Dispositions
of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint
venture parties set forth in joint venture arrangements and similar binding arrangements;


 


(p)            the
unwinding of any Swap Contract pursuant to its terms;


 


(q)            sales
or other issuances of Equity Interests in the Company;


 


(r)            Dispositions
contemplated as of the Amendment No. 2 Effective
Date and listed on Schedule 6.05; and


 


(s)            any
other Disposition of assets (including Equity Interests); provided that (i) if the total fair market value of the
assets subject to any such Disposition or series of related Dispositions is in excess of $7,500,000, it shall be for fair market
value (or if not for fair market value, the shortfall is permitted as and treated as an Investment under Section 6.04),
(ii) at least 75% of the total consideration for any such Disposition in excess of $10,000,000 received by the Company and
its Subsidiaries is in the form of cash or Permitted Investments, (iii) no Default or Event of Default then exists or would
result after giving effect (including pro forma effect) thereto (except if such Disposition is made pursuant to an agreement entered
into at a time when no Default or Event of Default exists) and (iv) if the Dispositions since the delivery of the most recent
Borrowing Base Certificates results (on a pro forma basis) in a reduction of 10% or more of the Aggregate Borrowing Base (based
on the most recent Borrowing Base Certificates delivered to the Administrative Agent), the Borrower Representative shall be required
to deliver an updated Aggregate Borrowing Base Certificate, together with an updated Borrowing Base Certificate for each Borrower,
to the Administrative Agent; provided, however, that for purposes of clause (ii) above, the following
shall be deemed to be cash: (A) any liabilities (as shown on the Company’s or such Subsidiary’s most recent balance
sheet provided hereunder or in the footnotes thereto) of the Company or such Subsidiary (other than liabilities that are
by their terms subordinated to the Obligations) that are assumed by the transferee with respect to the applicable Disposition
and for which the Company and its Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any
securities received by the Company or such Subsidiary from such transferee that are converted by the Company or such Subsidiary
into cash or Permitted Investments (to the extent of the cash or Permitted Investments received in the conversion) within one
hundred eighty (180) days following the closing of the applicable Disposition and (C) aggregate non-cash consideration
received by the Company or such Subsidiary having an aggregate fair market value (determined in good faith by the Company as of
the closing of the applicable Disposition for which such non-cash consideration is received and without giving effect to subsequent
changes in value) not to exceed the greater of (x) $30,000,000 and (y) 3% of Consolidated Total Assets at any time since
the Effective Date (net of any non-cash consideration converted into cash and Permitted Investments).


 






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Section 6.06.     Sale
and Leaseback Transactions. No Loan Party will, nor will it permit any Subsidiary to, enter into any Sale and Leaseback
Transaction unless (a) any Capital Lease Obligations arising in connection therewith are permitted under Section 6.01
and (b) any Liens arising in connection therewith (including Liens deemed to arise in connection with any such Capital
Lease Obligations) are permitted under Section 6.02.


 


Section 6.07.     Swap
Agreements. No Loan Party will, nor will it permit any Subsidiary to, enter into any Swap Agreement, except (a) Swap
Agreements entered into to hedge or mitigate risks to which the Company or any Subsidiary has actual exposure (other than those
in respect of the Equity Interests or Indebtedness of the Company or any Subsidiary), (b) Swap Agreements entered into in
order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating
rate or otherwise) with respect to any interest-bearing liability or investment of the Company or any Subsidiary and (c) Permitted
Call Spread Swap Agreements.


 


Section 6.08.     Transactions
with Affiliates. No Loan Party will, nor will it permit any Subsidiary to, sell, lease or otherwise transfer any assets
to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions with, any of its Affiliates,
except:


 


(a)            transactions
that are at prices and on terms and conditions at least substantially as favorable to the Company or such Subsidiary (or, in the
case of a transaction between a Loan Party and a non-Loan Party, at least substantially as favorable to such Loan Party) as
those that could be obtained at the time in a comparable arm’s-length transaction with a Person that is not an Affiliate;


 


(b)            transactions
between or among the Company and the other Loan Parties or any Person that becomes a Loan Party as a result of or in connection
with such loan or other transaction to the extent permitted hereunder and not involving any other Affiliate;


 


(c)            (i) transactions
between or among Subsidiaries that are not Loan Parties and not involving any other Affiliate and (ii) transactions between
any Loan Party and any Subsidiary that is not a Loan Party to the extent permitted hereunder;


 






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(d)            any
Investment (including loans or advances to employees) permitted under Section 6.04;


 





(e)            the
payment of reasonable fees to directors of the Company or any Subsidiary who are not employees of the Company or any Subsidiary;


 


(f)            compensation,
expense reimbursement and indemnification of, and other employment arrangements (including severance arrangements and health,
disability and similar insurance or benefit plans) with, directors, officers, managers, employees and consultants of the Company
or any Subsidiary entered into in the ordinary course of business and transactions pursuant to equity-based plans and employee
benefit plans and arrangements in the ordinary course of business;


 


(g)            any
Restricted Payment permitted by Section 6.09;


 


(h)            any
issuance or sale of Equity Interests to, and any repurchase, retirement, redemption or other acquisition or retirement of Equity
Interests owned by, Affiliates to the extent not prohibited under this Agreement;


 


(i)            any
payments or other transactions pursuant to any tax sharing agreement among the Loan Parties and their subsidiaries; provided
that, any such tax sharing agreement is on arm’s-length terms usual and customary for agreements of that type;


 


(j)            the
consummation of the Transactions and the payment of the Transaction Costs;


 


(k)            the
payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, officers, managers,
employees and consultants of the Company or any Subsidiary in the ordinary course of business to the extent attributable to the
ownership or operation of the Company and its Subsidiaries;


 


(l)            transactions
pursuant to agreements in existence on the Effective Date and set forth on Schedule 6.08 or any amendment thereto
to the extent such an amendment is not adverse to the Lenders in any material respect;


 


(m)            a
joint venture which would constitute a transaction with an Affiliate solely as a result of the Company or any Subsidiary owning
an equity interest or otherwise controlling such joint venture or similar entity;


 


(n)            transactions
with joint ventures, customers, suppliers, contractors, joint venture partners (including physicians) or purchasers or sellers
of goods or services, in each case which are in the ordinary course of business (including pursuant to joint venture agreements)
and otherwise in compliance with the terms of the Loan Documents, and which are fair to the Company or its applicable Subsidiaries
in the reasonable determination of the board of directors, chief executive officer or chief financial officer of the Company or
its Subsidiaries, as applicable, or are on terms at least as favorable as might reasonably have been obtained at such time from
an unaffiliated party;


 






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(o)            existing
Indebtedness and any other obligations otherwise permitted hereunder pursuant to an agreement existing on the Effective Date as
set forth on Schedule 6.01, as such agreement may be amended pursuant to Section 6.01; and


 


(p)            any
lease or sublease entered into between the Company or any Subsidiary, as lessee, and any Affiliate of the Company, as lessor or
sublessor, which is approved by a majority of the disinterested members of the board of directors of the Company in good faith.


 


Section 6.09.     Restricted
Payments. No Loan Party will, nor will it permit any Subsidiary to, will declare or make, directly or indirectly, any Restricted
Payment, or incur any obligation (contingent or otherwise) to do so, except that:


 


(a)            any
Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, in each case ratably
to the holders of such Equity Interests (or if not ratably, on a basis more favorable to the Company and the Loan Parties);


 


(b)            the
Company may declare and pay dividends with respect to its Equity Interests payable solely in shares of Qualified Equity Interests
of the Company;


 


(c)            the
Company may repurchase, purchase, acquire, cancel or retire for value Equity Interests of the Company from present or former employees,
officers, directors or consultants (or their estates or beneficiaries under their estates) of the Company or any Subsidiary upon
the death, disability, retirement or termination of employment or service of such employees, officers, directors or consultants,
or to the extent required, pursuant to employee benefit plans, employment agreements, stock purchase agreements or stock purchase
plans, or other benefit plans; provided that the aggregate amount of Restricted Payments made pursuant to this Section 6.09(c) shall
not exceed $5,000,000 in any fiscal year (with unused amounts in any calendar year being carried over to succeeding calendar years
subject to a maximum of $10,000,000; provided, further, that such amount in any calendar year may be increased by
an amount not to exceed:


 


(i)            the
net cash proceeds from the sale of Equity Interests (other than Disqualified Equity Interests) of the Company or any Subsidiary
to members of management, managers, directors or consultants of the Company or any Subsidiary that occurs after the Effective
Date, to the extent net cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of
Restricted Payments by virtue of Section 6.09(b) or this Section 6.09(c); plus


 






    	 	127	 



     


    




 


(ii)            the
net cash proceeds of key man life insurance policies received by the Company or any Subsidiary; less


 


(iii)            the
amount of any Restricted Payments previously made with the cash proceeds described in clauses ‎(i) and ‎(ii) of
this ‎Section 6.09(c);


 


(d)            the
Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company
in connection with (i) the exercise of warrants, options or other securities convertible into or exchangeable for Equity
Interests in the Company and (ii) any dividend, split or combination thereof or any Permitted Acquisition;


 


(e)            the
Company may acquire Equity Interests of the Company upon the exercise of stock options for such Equity Interests of the Company
if such Equity Interests represent a portion of the exercise price of such stock options or in connection with tax withholding
obligations arising in connection with the exercise of options by, or the vesting of restricted Equity Interests held by, any
current or former director, officer or employee of the Company or its Subsidiaries;


 


(f)            the
Company may convert or exchange any Equity Interests of the Company for or into Qualified Equity Interests of the Company;


 


(g)            the
Company and its Subsidiaries may declare or make, or agree to pay or make, directly or indirectly, any other Restricted Payments
(whether or not of a type described in the other paragraphs of this Section 6.09) so long as, both immediately before
and after giving effect (including pro forma effect) to such Restricted Payment (x) no Default or Event of Default shall
have occurred and be continuing and (y) the Payment Condition shall be satisfied with respect to such Restricted Payments;


 


(h)            the
Company may make Restricted Payments within sixty (60) days after the date of declaration thereof, if at the date of declaration
of such Restricted Payments, such Restricted Payments would have been permitted pursuant to another clause of this Section 6.09;


 


(i)            the
Company and its Subsidiaries may make Restricted Payments to effect the Transactions; and


 


(j)            the
Company and its Subsidiaries may declare or make, or agree to pay or make, directly or indirectly, any other Restricted Payments
(whether or not of the type described in the other paragraphs of this Section 6.09) so long as (i) both immediately
before and after giving effect (including pro forma effect) to such Restricted Payments, no Default or Event of Default has occurred
and is continuing and (ii) the aggregate amount of such Restricted Payments made in reliance on this clause (j) during
any fiscal year of the Company shall not exceed $20,000,000.


 






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Notwithstanding the
foregoing, the Company may also repurchase, exchange or induce the conversion of Permitted Convertible Notes by delivery of shares
of the Company’s common stock and/or a different series of Permitted Convertible Notes (which series (x) matures after,
and does not require any scheduled amortization or other scheduled payments of principal prior to, the analogous date under the
indenture governing the Permitted Convertible Notes that are so repurchased, exchanged or converted and (y) has terms, conditions
and covenants that are no less favorable to the Company than the Permitted Convertible Notes that are so repurchased, exchanged
or converted (as determined by the board of directors of the Company, or a committee thereof, in good faith)) (any such series
of Permitted Convertible Notes, “Refinancing Convertible Notes”) and/or by payment of cash (in an amount that
does not exceed the proceeds received by the Company from the substantially concurrent issuance of shares of the Company’s
common stock and/or a Refinancing Convertible Notes plus the net cash proceeds, if any, received by the Company pursuant
to the related exercise or early unwind or termination of the related Permitted Call Spread Swap Agreements pursuant to the immediately
following proviso); provided that, substantially concurrently with, or a commercially reasonable period of time before
or after, the related settlement date for the Permitted Convertible Notes that are so repurchased, exchanged or converted, the
Company shall (and, for the avoidance of doubt, shall be permitted under this Section 6.09 to) exercise or unwind
or terminate early (whether in cash, shares or any combination thereof) the portion of the Permitted Call Spread Swap Agreements,
if any, corresponding to such Permitted Convertible Notes that are so repurchased, exchanged or converted.


 


Section 6.10.     Subordinated
Indebtedness and Amendments to Subordinated Indebtedness Documents.


 


(a)            No
Loan Party will, nor will it permit any Subsidiary to, directly or indirectly voluntarily prepay, defease or in substance defease,
purchase, redeem, retire or otherwise acquire, any Subordinated Indebtedness or any Indebtedness from time to time outstanding
under the Subordinated Indebtedness Documents, except:


 


(i)            regularly
scheduled interest and principal payments as and when due in respect of any Subordinated Indebtedness, other than payments prohibited
by the subordination provisions thereof;


 


(ii)            refinancings
of Subordinated Indebtedness with the proceeds of Refinancing Indebtedness permitted in respect thereof under Section 6.01;


 


(iii)            payments
of or in respect of Subordinated Indebtedness made solely with Qualified Equity Interests in the Company or the conversion of
any Subordinated Indebtedness into Qualified Equity Interests of the Company;


 


(iv)            prepayments
of intercompany Subordinated Indebtedness permitted hereby owed by the Company or any Subsidiary to the Company or any Subsidiary,
other than prepayments prohibited by the subordination provisions governing such Subordinated Indebtedness; provided that,
for the avoidance of doubt, the prepayment of any Subordinated Indebtedness owed by the Company or any Loan Party to any Subsidiary
that is not a Loan Party shall be permitted so long as no Default shall have occurred and be continuing or would result after
giving effect (including pro forma effect) thereto; and


 






    	 	129	 



     


    




 


(v)            so
long as no Default shall have occurred and be continuing or would result therefrom, the Company may on any date make payments
of or in respect of Subordinated Indebtedness if at the time of making such payment and immediately after giving effect (including
pro forma effect) thereto, the Payment Condition shall be satisfied.


 


(b)            Furthermore,
no Loan Party will, nor will it permit any Subsidiary to, amend the Subordinated Indebtedness Documents relating to any Subordinated
Indebtedness or any document, agreement or instrument evidencing any Indebtedness incurred pursuant to the Subordinated Indebtedness
Documents (or any replacements, substitutions, extensions or renewals thereof) or pursuant to which such Indebtedness is issued
where such amendment, modification or supplement amends, modifies or adds any provision thereof in a manner which (i) when
taken as a whole, is materially adverse the Lenders or (ii) is more onerous than the applicable provision in this Agreement
(except in each case to the extent permitted under the applicable subordination agreement governing such Subordinated Indebtedness).


 


Section 6.11.     Restrictive
Agreements. No Loan Party will, nor will it permit any Subsidiary to, directly or indirectly, enter into, incur or permit
to exist any agreement or other arrangement that restricts or imposes any condition upon (a) the ability of the Company or
any Subsidiary to create, incur or permit to exist any Lien upon any of its assets to secure the Secured Obligations or (b) the
ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay
loans or advances to the Company or any Subsidiary; provided that


 


(i)            the
foregoing shall not apply to:


 


(A)            restrictions
and conditions imposed by law or by this Agreement or any other Loan Document;


 


(B)            restrictions
and conditions contained in any agreement or document governing or evidencing Refinancing Indebtedness in respect of Indebtedness
referred to in clause (A) or Refinancing Indebtedness in respect thereof; provided that the restrictions and
conditions contained in any such agreement or document referred to in this clause (B) are not less favorable in any
material respect to the Lenders than the restrictions and conditions imposed by this Agreement;


 


(C)            restrictions
and conditions existing on the date hereof identified on Schedule 6.11, and restrictions and conditions contained
in any agreement evidencing any renewal, extension or refinancing permitted hereunder of any agreement identified on Schedule 6.11
so long as such renewal, extension or refinancing does not expand the scope of such restrictions or conditions;


 









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(D)            in
the case of any Subsidiary that is not a wholly-owned Subsidiary, restrictions and conditions imposed by its organizational
documents or any related joint venture or similar agreements; provided that such restrictions and conditions apply only
to such Subsidiary and to the Equity Interests of such Subsidiary;


 


(E)            restrictions
imposed by any agreement governing Indebtedness incurred by any Loan Party or any Subsidiary after the Effective Date and permitted
under Section 6.01 that are, taken as a whole, in the good faith judgment of the Company, no more restrictive with
respect to the Company or any Subsidiary than those contained in this Agreement;


 


(F)            customary
restrictions and conditions contained in agreements relating to the sale, transfer, lease or other Disposition of a Subsidiary
or any assets of the Company or any Subsidiary, in each case pending such transaction; provided that, such restrictions
and conditions apply only to such Subsidiary or the assets that are to be sold, leased or otherwise transferred and, in each case,
such transaction is permitted hereunder;


 


(G)            restrictions
relating to assets encumbered by a Lien permitted by Section 6.02;


 


(H)            [reserved];


 


(I)            restrictions
imposed by any agreement governing Indebtedness of a Subsidiary which is not a Loan Party to the extent such Indebtedness is permitted
by Section 6.01; and


 


(J)            restrictions
or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business;
and


 


(ii)            clause
(a) of this Section 6.11 shall not apply to:


 


(A)            restrictions
and conditions imposed by any agreement relating to secured Indebtedness permitted by clause (f), (g), (h),
(j), (k), (m) and (n) of Section 6.01 if such restrictions and conditions apply
only to the assets securing such Indebtedness;


 


(B)            customary
provisions in leases, subleases, licenses and other agreements restricting the assignment thereof; and


 


(C)            restrictions
imposed by agreements relating to Indebtedness of any Subsidiary in existence at the time such Subsidiary became a Subsidiary
and otherwise permitted by Section 6.01(g); provided that such restrictions apply only to such Subsidiary and
its assets (or any special purpose acquisition Subsidiary without material assets acquiring such Subsidiary pursuant to a merger).


 


Nothing in this Section 6.11
shall be deemed to modify the obligations of the Loan Parties under Section 5.14 or under the Collateral Documents.








 






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Section 6.12.     Fixed
Charge Coverage Ratio. During any FCCR Test Period, the Borrowers will not permit the Fixed Charge Coverage Ratio as of
the last day of any period of four fiscal quarters ending during such FCCR Test Period, to be less than 1.00 to 1.00.


 


Section 6.13.     [Intentionally
Omitted].


 


Section 6.14.     Depository
Banks. Each Borrower and each Subsidiary will maintain the Administrative Agent as its principal depository bank, including
for the maintenance of operating, administrative, cash management, collection activity and other deposit accounts for the conduct
of its business; provided, however, that the Administrative Agent and the Lenders acknowledge and agree that the
Borrowers and their Subsidiaries will not be required to maintain with the Administrative Agent any Excluded Accounts or any accounts
governing controlled disbursement services provided by any financial institution other than the Administrative Agent.


 


Article VII


 


Events of Default


 


If any of the following
events (“Events of Default”) shall occur:


 


(a)            any
Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and
as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;


 


(b)            any
Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of
this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and
such failure shall continue unremedied for a period of three (3) Business Days;


 


(c)            any
representation or warranty made or deemed made by or on behalf of any Borrower or any other Loan Party in or in connection with
this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder,
or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement
or any other Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in
any material respect when made or deemed made;


 


(d)            any
Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), 5.03
(with respect to a Borrower’s existence), 5.08, 5.13, 5.14 or in Article VI;


 


(e)            any
Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those
which constitute a default under another Section of this Article), and such failure shall continue unremedied for a period
of (i) five (5) days after the earlier of any Loan Party’s knowledge of such breach or notice thereof from the
Administrative Agent (which notice will be given at the request of any Lender) if such breach relates to terms or provisions of
Section 5.01, 5.02 (other than Section 5.02(a)), 5.03, 5.04, 5.05, 5.07
or 5.09 of this Agreement or (ii) thirty (30) days after the earlier of any Loan Party’s knowledge of such
breach or notice thereof from the Administrative Agent (which notice will be given at the request of any Lender) if such breach
relates to terms or provisions of any other Section of this Agreement;


 






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(f)            any
Loan Party or any Material Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount)
in respect of any Material Indebtedness of such Loan Party or Material Subsidiary, as applicable, when and as the same shall become
due and payable, which is not cured within any applicable grace period therefor;


 


(g)            any
event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables
or permits, after giving effect to the expiration of any applicable grace period, and delivery of any applicable required notice,
provided in the applicable agreement or instrument under which such Indebtedness was created, the holder or holders of such Material
Indebtedness or any trustee or agent on its or their behalf to cause such Material Indebtedness to become due, or to require the
prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not
apply to (i) secured Material Indebtedness that becomes due as a result of the sale, transfer or other disposition (including
as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale,
transfer or other disposition is not prohibited under this Agreement), (ii) any Material Indebtedness that becomes due as
a result of a refinancing thereof permitted by Section 6.01, (iii) any reimbursement obligation in respect of
a letter of credit, bankers’ acceptance or similar obligation as a result of a drawing thereunder by a beneficiary thereunder
in accordance with its terms, (iv) any such Material Indebtedness that is mandatorily prepayable prior to the scheduled maturity
thereof with the proceeds of the issuance of capital stock, the incurrence of other Indebtedness or the sale or other disposition
of any assets, so long as such Material Indebtedness that has become due is so prepaid in full with such net proceeds required
to be used to prepay such Material Indebtedness when due (or within any applicable grace period) and such event shall not have
otherwise resulted in an event of default with respect to such Material Indebtedness, (v) any redemption, exchange, repurchase,
conversion or settlement with respect to any Permitted Convertible Notes, or satisfaction of any condition giving rise to or permitting
the foregoing, pursuant to their terms unless such redemption, repurchase, conversion or settlement results from a default thereunder
or an event of the type that constitutes an Event of Default or (vi) any early payment requirement or unwinding or termination
with respect to any Permitted Call Spread Swap Agreement, or satisfaction of any condition giving rise to or permitting the foregoing,
in accordance with the terms thereof where neither the Company nor any of its Affiliates is the “defaulting party”
(or substantially equivalent term) under the terms of such Permitted Call Spread Swap Agreement;


 






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(h)            an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization
or other relief in respect of any Borrower or any Material Subsidiary or its debts, or of a substantial part of its assets, under
any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Borrower or any Material
Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed
for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered;


 


(i)            any
Borrower or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation,
reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or
hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding
or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Borrower or any Material Subsidiary or
for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against
it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the
purpose of effecting any of the foregoing;


 


(j)            any
Borrower or any Material Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as
they become due;


 


(k)            one
or more judgments for the payment of money in an aggregate amount in excess of $15,000,000 (to the extent not paid, fully bonded
or covered by a solvent and unaffiliated insurer that has not denied coverage) shall be rendered against any Loan Party or any
Material Subsidiary or any combination thereof and the same shall remain undischarged for a period of sixty (60) consecutive
days during which execution shall not be effectively stayed (by reason of pending appeal or otherwise), or any action shall be
legally taken by a judgment creditor to attach or levy upon any assets of any Loan Party or any Material Subsidiary to enforce
any such judgment and such action shall not have been stayed;








 






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(l)            an
ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably be
expected to result in a Material Adverse Effect;


 


(m)            a
Change in Control shall occur;


 


(n)            the
occurrence of any “default” or “Event of Default”, as defined in any Loan Document (other than
this Agreement), or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default
or breach continues beyond any period of grace therein provided (but if no specific grace period is provided therein, which default
or breach continues beyond thirty (30) days after the earlier of knowledge of such default or breach or notice thereof);


 


(o)            any
Loan Document, after execution thereof and for any reason other than as expressly permitted hereunder or thereunder or in satisfaction
in full of the Obligations, ceases to be valid, binding and enforceable against the Company or any other Loan Party party thereto
in accordance with its terms in all material respects (or any Loan Party shall challenge the enforceability of any Loan Document
or shall assert in writing, or engage in any action or inaction based on any such assertion, that any material provision of any
of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms in
any material respect, other than as expressly permitted hereunder or thereunder or the satisfaction in full in cash of the Obligations
then due and payable); or


 


(p)            except
as permitted by the terms of any Collateral Document or this Agreement, (i) any Collateral Document shall for any reason
fail to create or keep created a valid security interest in any material portion of the Collateral purported to be covered thereby,
or (ii) other than as a result of the failure of the Administrative Agent to take any action within its control to maintain
perfection of the Liens created in favor of the Administrative Agent for the benefit of the Secured Parties pursuant to the Loan
Documents (excluding any action based on facts or circumstances for which the Administrative Agent has not been notified in accordance
with the provisions of the Loan Documents), any Lien securing any material portion of the Secured Obligations shall cease to be
a perfected Lien having the priority required by the Loan Documents;


 


then, and in every such event (other than
an event with respect to any Borrower described in clause (h) or (i) of this Article), and at any
time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders
shall, by written notice to the Borrower Representative, take either or both of the following actions, at the same or different
times: (i) terminate the Commitments and thereupon the Commitments shall terminate immediately, (ii) declare the Loans
then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable
may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable,
together with accrued interest thereon and all fees and other Secured Obligations of the Borrowers accrued hereunder and under
the other Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrowers and (iii) require cash collateral for the LC Exposure in accordance
with Section 2.06(j); and in case of any event with respect to any Borrower described in clause (h) or
(i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding
and the cash collateral for the LC Exposure, together with accrued interest thereon and all fees and other Secured Obligations
accrued hereunder and under the other Loan Documents, shall automatically become due and payable, without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the Borrowers. Upon the occurrence and during the continuance
of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights and
remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under
the UCC.


 






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Article VIII


 


The Administrative Agent


 


Section 8.01.     Authorization
and Action.


 


(a)            Each
Lender, on behalf of itself and any of its Affiliates that are Secured Parties and the Issuing Bank hereby irrevocably appoints
the entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the administrative
agent and collateral agent under the Loan Documents and each Lender and the Issuing Bank authorizes the Administrative Agent to
take such actions as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as
are delegated to the Administrative Agent under such agreements and to exercise such powers as are reasonably incidental thereto.
In addition, to the extent required under the laws of any jurisdiction other than within the United States, each Lender and the
Issuing Bank hereby grants to the Administrative Agent any required powers of attorney to execute and enforce any Collateral Document
governed by the laws of such jurisdiction on such Lender’s or such Issuing Bank’s behalf. Without limiting the foregoing,
each Lender and the Issuing Bank hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations
under, each of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies
that the Administrative Agent may have under such Loan Documents.


 


(b)            As
to any matters not expressly provided for herein and in the other Loan Documents (including enforcement or collection), the Administrative
Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting
(and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless
and until revoked in writing, such instructions shall be binding upon each Lender and the Issuing Bank; provided, however,
that the Administrative Agent shall not be required to take any action that (i) the Administrative Agent in good faith believes
exposes it to liability unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory
to it from the Lenders and the Issuing Bank with respect to such action or (ii) is contrary to this Agreement or any other
Loan Document or applicable law, including any action that may be in violation of the automatic stay under any requirement of
law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, modification or
termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization
or relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction from
the Required Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification
or direction has been provided. Except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any
duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Borrower, any other Loan
Party, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative
Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or
risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it.


 






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(c)            In
performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on
behalf of the Lenders and the Issuing Bank (except in limited circumstances expressly provided for herein relating to the maintenance
of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the
foregoing:


 


(i)            the
Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship
as the agent, fiduciary or trustee of or for any Lender, Issuing Bank or Secured Party or holder of any other obligation
other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default
has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term)
herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty
or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a
matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties);
additionally, each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach
of fiduciary duty by the Administrative Agent in connection with this Agreement and/or the transactions contemplated hereby; and


 






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(ii)            nothing
in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit
element of any sum received by the Administrative Agent for its own account.








 


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


 


(e)            None
of the Lead Arranger nor the Syndication Agent shall have any obligations or duties whatsoever in such capacity under this Agreement
or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but shall have the benefit
of the indemnities provided for hereunder.


 


(f)            In
case of the pendency of any proceeding with respect to any Loan Party under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any
Loan or any reimbursement obligation in respect of any LC Disbursement shall then be due and payable as herein expressed or by
declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Borrower) shall
be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:


 


(i)            to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Disbursements
and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order
to have the claims of the Lenders, the Issuing Bank and the Administrative Agent (including any claim under Sections 2.12,
2.13, 2.15, 2.17 and 9.03) allowed in such judicial proceeding; and


 


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


 


and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by
each Lender, the Issuing Bank and each other Secured Party to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments directly to the Lenders, the Issuing Bank or the other
Secured Parties, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the
Loan Documents (including under Section 9.03). Nothing contained herein shall be deemed to authorize the Administrative
Agent to authorize or consent to or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations or the rights of any Lender or Issuing Bank or to authorize the Administrative
Agent to vote in respect of the claim of any Lender or Issuing Bank in any such proceeding.


 






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(g)            The
provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Bank, and,
except solely to the extent of the Borrowers’ right to consent pursuant to and subject to the conditions set forth in this
Article, no Borrower nor any Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary
under any such provisions. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits
of the Collateral and of the Guarantees of the Secured Obligations provided under the Loan Documents, to have agreed to the provisions
of this Article.


 


Section 8.02.     Administrative
Agent’s Reliance, Indemnification, Etc.


 


(a)            Neither
the Administrative Agent nor any of its Related Parties shall be (i) liable for any action taken or omitted to be taken by
such party, the Administrative Agent or any of its Related Parties under or in connection with this Agreement or the other Loan
Documents (x) with the consent of or at the request of the Required Lenders (or such other number or percentage of the Lenders
as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as
provided in the Loan Documents) or (y) in the absence of its own gross negligence or willful misconduct (such absence to
be presumed unless otherwise determined by a court of competent jurisdiction by a final and non-appealable judgment) or (ii) responsible
in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any
officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document
referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other
Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other
Loan Document or for any failure of any Loan Party to perform its obligations hereunder or thereunder.


 


(b)            The
Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof (stating that
it is a “notice of default”) is given to the Administrative Agent by the Borrower Representative, a Lender or the
Issuing Bank, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate,
report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default, (iv) the
sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or
document, (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other
than to confirm receipt of items (which on their face purport to be such items) expressly required to be delivered to the Administrative
Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory
to the Administrative Agent, or (vi) the creation, perfection or priority of Liens on the Collateral.


 






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(c)            Without
limiting the foregoing, the Administrative Agent (i) may treat the payee of any promissory note as its holder until such
promissory note has been assigned in accordance with Section 9.04, (ii) may rely on the Register to the extent
set forth in Section 9.04(b), (iii) may consult with legal counsel (including counsel to the Borrowers),
independent public accountants and other experts selected by it, and shall not be liable for any action taken or omitted to be
taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (iv) makes no warranty or
representation to any Lender or Issuing Bank and shall not be responsible to any Lender or Issuing Bank for any statements, warranties
or representations made by or on behalf of any Loan Party in connection with this Agreement or any other Loan Document, (v) in
determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its
terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, may presume that such condition is satisfactory to
such Lender or Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or Issuing
Bank sufficiently in advance of the making of such Loan or the issuance of such Letter of Credit and (vi) shall be entitled
to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any
notice, consent, certificate or other instrument or writing (which writing may be a fax, any electronic message, Internet
or intranet website posting or other distribution) or any statement made to it orally or by telephone and believed by it to be
genuine and signed or sent or otherwise authenticated by the proper party or parties (whether or not such Person in fact meets
the requirements set forth in the Loan Documents for being the maker thereof).


 


Section 8.03.     Posting
of Communications.


 


(a)            The
Borrowers agree that the Administrative Agent may, but shall not be obligated to, make any Communications available to the Lenders
and the Issuing Bank by posting the Communications on IntraLinksTM, DebtDomain, SyndTrak, ClearPar or any other electronic
system chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”).


 



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(b)            Although
the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and
policies implemented or modified by the Administrative Agent from time to time (including, as of the Effective Date, a user ID/password
authorization system) and the Approved Electronic Platform is secured through a per-deal authorization method whereby each
user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders, the Issuing Bank and
each Borrower acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure,
that the Administrative Agent is not responsible for approving or vetting the representatives or contacts of any Lender that are
added to the Approved Electronic Platform, and that there may be confidentiality and other risks associated with such distribution.
Each of the Lenders, the Issuing Bank and each Borrower hereby approves distribution of the Communications through the Approved
Electronic Platform and understands and assumes the risks of such distribution.


 


(c)            THE
APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”.
THE APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF
THE APPROVED ELECTRONIC PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND
THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS
MADE BY THE APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE
ADMINISTRATIVE AGENT, THE LEAD ARRANGER, THE SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE
PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, ANY ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES
OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER
IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS
THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM.


 






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“Communications” means, collectively,
any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant
to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or
Issuing Bank by means of electronic communications pursuant to this Section, including through an Approved Electronic Platform.








 


(d)            Each
Lender and Issuing Bank agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted
to the Approved Electronic Platform shall constitute effective delivery of the Communications to such Lender for purposes of the
Loan Documents. Each Lender and Issuing Bank agrees (i) to notify the Administrative Agent in writing (which could be in
the form of electronic communication) from time to time of such Lender’s or Issuing Bank’s (as applicable) email address
to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such
email address.


 


(e)            Each
of the Lenders, Issuing Bank and each Borrower agrees that the Administrative Agent may, but (except as may be required by
applicable law) shall not be obligated to, store the Communications on the Approved Electronic Platform in accordance with the
Administrative Agent’s generally applicable document retention procedures and policies.


 


(f)            Nothing
herein shall prejudice the right of the Administrative Agent, any Lender or Issuing Bank to give any notice or other communication
pursuant to any Loan Document in any other manner specified in such Loan Document.


 


Section 8.04.     The
Administrative Agent Individually. With respect to its Commitment, Loans (including Swingline Loans) and Letters of Credit,
the Person serving as the Administrative Agent shall have and may exercise the same rights and powers hereunder and is subject
to the same obligations and liabilities as and to the extent set forth herein for any other Lender or Issuing Bank, as the case
may be. The terms “Issuing Bank”, “Lenders”, “Required Lenders” and any similar terms shall,
unless the context clearly otherwise indicates, include the Administrative Agent in its individual capacity as a Lender, Issuing
Bank or as one of the Required Lenders, as applicable. The Person serving as the Administrative Agent and its Affiliates may accept
deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally
engage in any kind of banking, trust or other business with, any Loan Party, any Subsidiary or any Affiliate of any of the foregoing
as if such Person was not acting as the Administrative Agent and without any duty to account therefor to the Lenders or the Issuing
Bank.


 






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Section 8.05.     Successor
Administrative Agent.


 


(a)            The
Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing
Bank and the Borrower Representative, whether or not a successor Administrative Agent has been appointed. Upon any such resignation,
the Required Lenders shall have the right, to appoint a successor Administrative Agent. If no successor Administrative Agent shall
have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring
Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders
and the Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York or an
Affiliate of any such bank. In either case, such appointment shall be subject to the prior written approval of the Borrower Representative
(which approval may not be unreasonably withheld and shall not be required while an Event of Default has occurred and is continuing).
Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative
Agent shall succeed to and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent.
Upon the acceptance of appointment as Administrative Agent by a successor Administrative Agent, the retiring Administrative Agent
shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative
Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be
reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents.





 


(b)            Notwithstanding
paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall
have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the
retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Bank and the
Borrowers, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided that,
solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for
the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest
as collateral agent for the benefit of the Secured Parties and continue to be entitled to the rights set forth in such Collateral
Document and Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to
hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment
in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty
or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection
of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder
or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent
shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or
made to the Administrative Agent shall directly be given or made to each Lender and Issuing Bank. Following the effectiveness
of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article, Section 2.17(d) and
Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan
Document, shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective
Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent
was acting as Administrative Agent and in respect of the matters referred to in the proviso under clause (a) above.








 






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Section 8.06.     Acknowledgements
of Lenders and Issuing Bank.


 


(a)            Each
Lender represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and
that it has, independently and without reliance upon the Administrative Agent, the Lead Arranger, the Syndication Agent or any
other Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold
Loans hereunder. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent,
the Lead Arranger, the Syndication Agent or any other Lender, or any of the Related Parties of any of the foregoing, and based
on such documents and information (which may contain material, non-public information within the meaning of the United States
securities laws concerning the Borrowers and their Affiliates) as it shall from time to time deem appropriate, continue to make
its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement
or any document furnished hereunder or thereunder.


 


(b)            Each
Lender, by delivering its signature page to this Agreement on the Effective Date, or delivering its signature page to
an Assignment and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed
to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered
to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Effective Date or the effective date
of any such Assignment and Assumption or any other Loan Document pursuant to which it shall have become a Lender hereunder.


 






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(c)            Each
Lender hereby agrees that (i) it has requested a copy of each Report prepared by or on behalf of the Administrative
Agent; (ii) the Administrative Agent (A) makes no representation or warranty, express or implied, as to the
completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in
or relating to a Report and (B) shall not be liable for any information contained in any Report; (iii) the Reports
are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific
information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as
on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update,
correct or supplement the Reports; (iv) it will keep all Reports confidential and strictly for its internal use, not
share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and
(v) without limiting the generality of any other indemnification provision contained in this Agreement, (A) it
will hold the Administrative Agent and any such other Person preparing a Report harmless from any action the indemnifying
Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any extension of
credit that the indemnifying Lender has made or may make to a Borrower, or the indemnifying Lender’s participation in,
or the indemnifying Lender’s purchase of, a Loan or Loans; and (B) it will pay and protect, and indemnify, defend,
and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims,
actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorneys’ fees) incurred by
the Administrative Agent or any such other Person as the direct or indirect result of any third parties who might obtain all
or part of any Report through the indemnifying Lender.


 


Section 8.07.     Collateral
Matters.


 


(a)            Except
with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s
right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon
any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers,
rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties
in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured
Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is
hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized,
and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or
appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties.


 






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(b)            In
furtherance of the foregoing and not in limitation thereof, no arrangements in respect of Banking Services the obligations
under which constitute Secured Obligations and no Swap Agreement the obligations under which constitute Secured Obligations,
will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the
management or release of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the
benefits of the Collateral, each Secured Party that is a party to any such arrangement in respect of Banking Services or Swap
Agreement, as applicable, shall be deemed to have appointed the Administrative Agent to serve as administrative agent and
collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject
to the limitations set forth in this paragraph.


 


(c)            The
Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to subordinate any Lien on
any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property
that is permitted by Section 6.02(b). The Administrative Agent shall not be responsible for or have a duty to ascertain
or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence,
priority or perfection of the Administrative Agent’s Lien thereon or any certificate prepared by any Loan Party in connection
therewith, nor shall the Administrative Agent be responsible or liable to the Lenders or any other Secured Party for any failure
to monitor or maintain any portion of the Collateral.


 






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Section 8.08.     Credit
Bidding. The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required
Lenders, to credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral in
satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner
purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any
sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the
Bankruptcy Code, or any similar laws in any other jurisdictions to which a Loan Party is subject, or (b) at any other
sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the
Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with any
such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid
by the Administrative Agent at the direction of the Required Lenders on a ratable basis (with Obligations with respect to
contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that shall vest
upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used
in allocating the contingent interests) for the asset or assets so purchased (or for the equity interests or debt instruments
of the acquisition vehicle or vehicles that are issued in connection with such purchase). In connection with any such bid
(i) the Administrative Agent shall be authorized to form one or more acquisition vehicles and to assign any successful
credit bid to such acquisition vehicle or vehicles, (ii) each of the Secured Parties’ ratable interests in the
Obligations which were credit bid shall be deemed without any further action under this Agreement to be assigned to such
vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative Agent shall be authorized to adopt
documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the
Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity
interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by
the vote of the Required Lenders or their permitted assignees under the terms of this Agreement or the governing documents of
the applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and
without giving effect to the limitations on actions by the Required Lenders contained in Section 9.02 of this
Agreement), (iv) the Administrative Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue
to each of the Secured Parties, ratably on account of the relevant Obligations which were credit bid, interests, whether as
equity, partnership interests, limited partnership interests or membership interests, in any such acquisition vehicle and/or
debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to
take any further action, and (v) to the extent that Obligations that are assigned to an acquisition vehicle are not used
to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations
assigned to the acquisition vehicle exceeds the amount of Obligations credit bid by the acquisition vehicle or otherwise),
such Obligations shall automatically be reassigned to the Secured Parties pro rata with their original interest in such
Obligations and the equity interests and/or debt instruments issued by any acquisition vehicle on account of such Obligations
shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further
action. Notwithstanding that the ratable portion of the Obligations of each Secured Party are deemed assigned to the
acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party shall execute such
documents and provide such information regarding the Secured Party (and/or any designee of the Secured Party which will
receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably
request in connection with the formation of any acquisition vehicle, the formulation or submission of any credit bid or the
consummation of the transactions contemplated by such credit bid.


 


Section 8.09.     Certain
ERISA Matters.


 


(a)            Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit
of, the Administrative Agent, the Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for
the benefit of any Borrower or any other Loan Party, that at least one of the following is and will be true:


 


(i)            such
Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans
in connection with the Loans, the Letters of Credit or the Commitments,


 






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(ii)            the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined
by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance
company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate
accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23
(a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s
entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this
Agreement,


 


(iii)            (A) such
Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of
Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of
such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this
Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of
Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of
Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of
subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,
or


 


(iv)            such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion,
and such Lender.


 


(b)            In
addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a
Lender or such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in
the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person
became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such
Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Lead Arranger and their respective
Affiliates, and not, for the avoidance of doubt, to or for the benefit of any Borrower or any other Loan Party, that none of the
Administrative Agent, the Lead Arranger, the Syndication Agent or any of their respective Affiliates is a fiduciary with respect
to the Collateral or the assets of such Lender (including in connection with the reservation or exercise of any rights by the
Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto).


 






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(c)            The
Administrative Agent, the Syndication Agent and the Lead Arranger hereby informs the Lenders that each such Person is not undertaking
to provide investment advice or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby,
and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof
(i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments, this Agreement
and any other Loan Documents, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments
for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender
or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or
otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking
fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees,
fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees,term out premiums, banker’s
acceptance fees, breakage or other early termination fees or fees similar to the foregoing.


 


Section 8.10.     Flood
Laws. JPMCB has adopted internal policies and procedures that address requirements placed on federally regulated lenders
under the National Flood Insurance Reform Act of 1994 and related legislation (the “Flood Laws”). JPMCB, as
administrative agent or collateral agent on a syndicated facility, will post on the applicable electronic platform (or otherwise
distribute to each Lender in the syndicate) documents that it receives in connection with the Flood Laws. However, JPMCB reminds
each Lender and Participant in the facility that, pursuant to the Flood Laws, each federally regulated Lender (whether acting
as a Lender or Participant in the facility) is responsible for assuring its own compliance with the flood insurance requirements.


 


Article IX


 


Miscellaneous


 


Section 9.01.     Notices.


 


(a)            Except
in the case of notices and other communications expressly permitted to be given by telephone or Electronic Systems (and subject
in each case to paragraph (b) below), all notices and other communications provided for herein shall be in writing
and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows:


 


(i)            if
to any Loan Party, to the Borrower Representative at:


 


Winnebago Industries, Inc.


13200 Pioneer Trail,
Suite 150


Eden Prairie, MN 55347


Attention: Bert Jameson,
Treasurer


 


(ii)            if
to the Administrative Agent (other than for purposes of a notification of the DQ List), JPMCB in its capacity as an Issuing Bank
or the Swingline Lender, to JPMCB at:


 


JPMorgan Chase Bank,
N.A.


10 S. Dearborn
St.


Chicago, Illinois
60603


Attention: John Morrone


Facsimile No: (312)
548-1943


 






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(iii)            if
to the Administrative Agent for purposes of a notification of the DQ List, to JPMDQ_Contact@jpmorgan.com; and


 


(iv)            if
to any other Lender or Issuing Bank, to it at its address or facsimile number set forth in its Administrative Questionnaire.


 


All such notices and
other communications (i) sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed
to have been given when received, (ii) sent by facsimile shall be deemed to have been given when sent, provided that
if not given during normal business hours of the recipient, such notice or communication shall be deemed to have been given at
the opening of business on the next Business Day of the recipient, or (iii) delivered through Electronic Systems or Approved
Electronic Platform, as applicable, to the extent provided in paragraph (b) below shall be effective as provided in
such paragraph.


 


(b)            Notices
and other communications to the Lenders and the Issuing Banks hereunder may be delivered or furnished by using Electronic Systems
or Approved Electronic Systems, as applicable, or pursuant to procedures approved by the Administrative Agent; provided
that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative
Agent and the applicable Lender. The Administrative Agent or the Company may, in its discretion, agree to accept notices and other
communications to it hereunder by Electronic Systems or Approved Electronic Platforms, as applicable, pursuant to procedures approved
by it; provided that approval of such procedures may be limited to particular notices or communications.


 


Unless the Administrative
Agent otherwise 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 not given during the normal
business hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on
the next Business Day 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;
provided that, for both clauses (i) and (ii) above, if such notice, email 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.


 


(c)            Any
party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties
hereto. Unless otherwise set forth herein, all notices and other communications given to any party hereto in accordance with the
provisions of this Agreement shall be deemed to have been given on the date of receipt.


 






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Section 9.02.     Waivers;
Amendments.


 


(a)            No
failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or
under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right
or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further
exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the
Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights
or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by
any Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of
this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which
given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be
construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have
had notice or knowledge of such Default at the time.


 


(b)         Except
as provided in the first sentence of Section 2.09(f) (with respect to any commitment increase), Section 2.14(b) with
respect to an alternate rate of interest to the LIBO Rate or Section 6.03(c) with respect to changes in fiscal
year, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements
in writing entered into by the Borrowers and the Required Lenders or by the Borrowers and the Administrative Agent with the consent
of the Required Lenders; provided that no such agreement shall:


 


(i)            increase
the Commitment of any Lender without the written consent of such Lender (including any such Lender that is a Defaulting Lender);
provided that, a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or
mandatory prepayment shall not constitute an increase of any Commitment of any Lender;


 


(ii)            reduce
or forgive the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce or forgive any
interest or fees payable hereunder, without the written consent of each Lender (including any such Lender that is a Defaulting
Lender) directly affected thereby; provided that (x) any amendment or modification of the financial covenants in this
Agreement (or defined terms used in the financial covenants in this Agreement) shall not constitute a reduction in the rate of
interest or fees for purposes of this clause (ii) and (y) only the consent of the Required Lenders shall be necessary
to reduce or waive any obligation of the Borrowers to pay interest or any other amount at the applicable default rate set forth
in Section 2.13(c) or to amend Section 2.13(c);


 






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(iii)            postpone
the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees
payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of
any Commitment, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly
affected thereby (other than with respect to the matters set forth in clauses (ii)(x) and (ii)(y) above);


 


(iv)            change
Section 2.09(d) or Section 2.18(b) or (d) in a manner that would alter the pro rata
sharing of payments required thereby, without the written consent of each Lender (other than any Defaulting Lender);


 


(v)            change
the definition of any Borrowing Base (or any defined terms used therein) in a manner that makes more credit available, increase
the advance rates set forth in the definition of Borrowing Base or add new categories of eligible assets, in each case, without
the written consent of each Lender (other than any Defaulting Lender);


 


(vi)            change
any of the provisions of this Section or the definition of “Required Lenders” or any other provision of
any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify
any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (other
than any Defaulting Lender);


 


(vii)            release
all or substantially all of the value of the Loan Guaranty (except as otherwise permitted herein or in the other Loan Documents,
including with respect to a sale, disposition or dissolution of a Loan Guarantor permitted herein), without the written consent
of each Lender (other than any Defaulting Lender); or


 


(viii)            except
as provided in clause (d) of this Section or in any Collateral Document, release all or substantially all
of the Collateral, without the written consent of each Lender (other than any Defaulting Lender);


 


provided
further that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative
Agent, any Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, such
Issuing Bank or the Swingline Lender, as the case may be (it being understood that any change to Section 2.20 shall
require the consent of the Administrative Agent, each Issuing Bank and the Swingline Lender) and (B) no such agreement shall
amend or modify the provisions of Section 2.06 or any letter of credit application and any bilateral agreement between
the Borrower Representative and the Issuing Bank regarding the Issuing Bank’s Issuing Bank Sublimit or the respective rights
and obligations between any Borrower and the Issuing Bank in connection with the issuance of Letters of Credit without the prior
written consent of the Administrative Agent and the Issuing Bank, respectively. The Administrative Agent may also amend the Commitment
Schedule to reflect assignments entered into pursuant to Section 9.04.


 






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(c)            Notwithstanding
the foregoing, this Agreement and any other Loan Document may be amended (or amended and restated) with the written consent of
the Required Lenders, the Administrative Agent and each Borrower (x) to add one or more credit facilities to this Agreement
and to permit extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof
to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans and the accrued interest
and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination
of the Required Lenders and Lenders.


 


(d)            The
Lenders and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion,
to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon satisfaction of
the Final Release Conditions, (ii) constituting property being sold or disposed of if the Loan Party disposing of such
property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this
Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the
extent that the property being sold or disposed of constitutes 100% of the Equity Interests of a Subsidiary, the
Administrative Agent is authorized to release any Loan Guaranty, (iii) constituting property leased to a Loan Party
under a lease which has expired or been terminated in a transaction permitted under this Agreement, (iv) constituting
Excluded Assets or (v) as required to effect any sale or other disposition of such Collateral in connection with any
exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VII. Except as provided in
the preceding sentence, the Administrative Agent will not release any Liens on Collateral without the prior written
authorization of the Required Lenders; provided that, the Administrative Agent may in its discretion, release its
Liens on Collateral valued in the aggregate not in excess of $7,500,000 during any calendar year without the prior written
authorization of the Required Lenders(it being agreed that the Administrative Agent may rely conclusively on one or more
certificates of the Borrowers as to the value of any Collateral to be so released, without further inquiry). Any execution
and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or
warranty by the Administrative Agent. In addition, each of the Lenders, on behalf of itself and any of its Affiliates that
are Secured Parties, irrevocably authorizes the Administrative Agent, at its option and in its discretion, (i) to
subordinate any Lien on any assets granted to or held by the Administrative Agent under any Loan Document to the holder of
any Lien on such property that is permitted by Section 6.02(e) or (ii) in the event that the Company
shall have advised the Administrative Agent that, notwithstanding the use by the Company of commercially reasonable efforts
to obtain the consent of such holder (but without the requirement to pay any sums to obtain such consent) to permit the
Administrative Agent to retain its liens (on a subordinated basis as contemplated by clause (i) above), the
holder of such other Indebtedness requires, as a condition to the extension of such credit, that the Liens on such assets
granted to or held by the Administrative Agent under any Loan Document be released, to release the Administrative
Agent’s Liens on such assets. Any such release shall not in any manner discharge, affect, or impair the
Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of)
all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute
part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such
release shall be without recourse to or warranty by the Administrative Agent.


 






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(e)            If,
in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each
Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders
is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting
Lender”), then the Company may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided
that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Company
and the Administrative Agent shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting
Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all
obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of
Section 9.04, and (ii) such Non-Consenting Lender shall have received in same day funds on the day of such
replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by such Borrower
hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender
under Sections 2.15 and 2.17, and (2) an amount, if any, equal to the payment which would have been due
to such Lender on the day of such replacement under Section 2.16 had the Loans of such Non-Consenting Lender been
prepaid on such date rather than sold to the replacement Lender. Each party hereto agrees that an assignment required pursuant
to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower Representative, the Administrative
Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant
to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and the Lender required
to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented
to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties
to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by
the applicable Lender, provided that any such documents shall be without recourse to or warranty by the parties thereto.


 






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(f)            Notwithstanding
anything to the contrary herein the Administrative Agent may, with the consent of the Borrowers only, amend, modify or supplement
this Agreement or any of the other Loan Documents (i) to correct, amend, resolve or cure any ambiguity, omission, mistake,
defect or inconsistency or correct any typographical error or other manifest error in any Loan Document, (ii) to comply with
local law or advice of local counsel in any jurisdiction the laws of which govern any Collateral Document or that are relevant
to the creation, perfection, protection and/or priority of any Lien in favor of the Administrative Agent, (iii) to effect
the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property
to become Collateral for the benefit of the Secured Parties, (iv) to make administrative or operational changes not adverse
to any Lender or (v) to add a guarantor or collateral or otherwise enhance the rights and benefits of the Lenders.


 


Section 9.03.     Expenses;
Indemnity; Damage Waiver.


 


(a)            The
Loan Parties shall, jointly and severally, pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and the Lead Arranger and their respective Affiliates (including the reasonable and documented fees,
disbursements and other charges of one primary counsel and one local counsel in each applicable jurisdiction for the
Administrative Agent and the Lead Arranger and their respective Affiliates, in each case, for all such parties taken
together) in connection with the syndication and distribution (including, without limitation, via the internet or through any
Electronic System or Approved Electronic Platform) of the credit facilities provided for herein, the preparation and
administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions
hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all
reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or
extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses
incurred by the Administrative Agent, any Issuing Bank or any Lender (including the reasonable and documented fees,
disbursements and other charges of one primary counsel and one local counsel in each applicable jurisdiction for the
Administrative Agent, the Issuing Banks and the Lenders taken as a whole (and, in light of actual or potential conflicts of
interest or the availability of different claims or defenses (as reasonably determined by the affected party), one additional
firm of counsel to each group of similarly affected parties)) in connection with the enforcement or protection of its rights
in connection with this Agreement and any other Loan Document, including its rights under this Section, or in connection with
the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any
workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Expenses being reimbursed by the Loan
Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred
in connection with:


 






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(i)            subject
to the limits set forth in Sections 5.11 and 5.12, appraisals, field examinations and the preparation of Reports
based on the fees charged by a third party retained by the Administrative Agent or the internally allocated fees for each Person
employed by the Administrative Agent with respect to each appraisal and field examination;


 


(ii)            background
checks regarding senior management of the Loan Parties, as deemed necessary or appropriate in the sole discretion of the Administrative
Agent;


 


(iii)          Other
Taxes, fees and other charges for (A) lien and title searches and title insurance and (B) recording the Mortgages, filing
financing statements and continuations, and other actions to perfect, protect, and continue the Administrative Agent’s Liens;


 


(iv)          sums
paid or incurred to take any action required of any Loan Party under the Loan Documents that such Loan Party fails to pay or take;
and


 


(v)          forwarding
loan proceeds, collecting checks and other items of payment, and establishing and maintaining the accounts and lock boxes, and
costs and expenses of preserving and protecting the Collateral.


 


All of the foregoing fees, costs and expenses
may be charged to the Company as Revolving Loans or to another deposit account, all as described in Section 2.18(c).


 


(b)            The
Loan Parties shall, jointly and severally, indemnify the Administrative Agent, the Arranger, the Syndication Agent, each
Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an
 “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages,
penalties, incremental taxes, liabilities and related expenses (including the reasonable and documented fees, charges and
disbursements and other charges of (x) one primary counsel and one local counsel in each applicable jurisdiction, in
each case for the Indemnitees taken as a whole and (y) one additional counsel for each affected Indemnitee in light of
actual or potential conflicts of interest or the availability of different claims or defenses) incurred by or asserted
against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan
Document or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective
obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any
Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand
for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with
the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from
any property owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way
to the Company or any of its Subsidiaries, (iv) the failure of a Loan Party to deliver to the Administrative Agent the
required receipts or other required documentary evidence with respect to a payment made by a Loan Party for Taxes pursuant to Section 2.17,
or (v) any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the
foregoing, whether or not such claim, litigation, investigation, arbitration or proceeding is brought by the Company or any
other Loan Party or its or their respective equity holders, Affiliates, creditors or any other third Person and whether based
on contract, tort or any other theory, and regardless of whether any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties,
liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to
have resulted from (x) the gross negligence or willful misconduct of such Indemnitee or (y) the material breach in
bad faith by such Indemnitee of its express obligations under this Agreement pursuant to a claim initiated by the Company.
This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses,
claims or damages arising from any non-Tax claim.


 






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(c)            Each
Lender severally agrees to pay any amount required to be paid by any Loan Party under paragraph (a) or (b) of
this Section 9.03 to the Administrative Agent, each Issuing Bank and the Swingline Lender, and each Related Party
of any of the foregoing Persons (each, an “Agent Indemnitee”) (to the extent not reimbursed by a Loan
Party and without limiting the obligation of any Loan Party to do so), ratably according to their respective Applicable
Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought
after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in
accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims,
damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at
any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent
Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any
documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action
taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; 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 such Agent Indemnitee in its capacity as such; provided, further, that no Lender shall be
liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in
this Section until satisfaction of the Final Release Conditions.


 






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(d)            To
the extent permitted by applicable law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any Indemnitee
(i) for any damages arising from the use by others of information or other materials obtained through telecommunications,
electronic or other information transmission systems (including the Internet) other than actual or direct damages that 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 any of its Related Parties. To the extent permitted by applicable law, no Indemnitee shall assert
against any Loan Party or its Related Parties and no Loan Party shall assert against any Indemnitee, and each Indemnitee and Loan
Party hereby waives, any claim, or (ii) on any theory of liability, for special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan
Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the
use of the proceeds thereof; provided that, nothing contained in this sentence shall limit the Company’s indemnity
obligations to the extent set forth in Section 9.03(b).


 


(e)            All
amounts due under this Section shall be payable not later than fifteen (15) days after written demand therefor.


 


Section 9.04.     Successors
and Assigns.


 


(a)            The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby (including any Affiliate of the relevant Issuing Bank that issues any Letter of
Credit), except that (i) no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without
the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall
be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in
accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the
relevant Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of
this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the
Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 






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(b)            (i) Subject
to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Persons (other than
an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of
its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld)
of:


 


(A)            the
Borrower Representative; provided that, (i) the Borrower Representative shall be deemed to have consented to any assignment
unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received
notice thereof and (ii) no consent of the Borrower Representative shall be required for an assignment to a Lender, an Affiliate
of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee;


 


(B)            the
Administrative Agent;


 


(C)            each
Issuing Bank; and


 


(D)            the
Swingline Lender.


 


(ii)            Assignments
shall be subject to the following additional conditions:


 


(A)            except
in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining
amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning
Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment
is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower Representative and the
Administrative Agent otherwise consent, provided that no such consent of the Borrower Representative shall be required
if an Event of Default has occurred and is continuing;


 


(B)            each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement;


 


(C)            the
parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to
the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which
the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and recordation
fee of $3,500 (unless waived by the Administrative Agent), such fee to be paid by either the assigning Lender or the assignee
Lender or shared between such Lenders; provided that (1) only one such processing and recordation fee shall be payable
in the event of simultaneous assignments and delegations from any Lender or its Approved Funds to one or more other Approved Funds
of such Lender and (2) with respect to any assignment and delegation pursuant to Section 2.19(b) or 9.02(e),
the parties hereto agree that such assignment and delegation may be effected pursuant to an Assignment and Assumption executed
by the Company, the Administrative Agent and the assignee and that the Lender required to make such assignment and delegation
need not be a party thereto; and


 






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(D)            the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the
assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI about the
Company and its affiliates and their Related Parties or their respective securities) will be made available and who may receive
such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state
securities laws.


 


For the purposes of
this Section 9.04(b), the terms “Approved Fund” and “Ineligible Institution”
have the following meanings:


 


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


 


“Ineligible
Institution” means (a) a natural person, (b) a Defaulting Lender or its Lender Parent, (c) the Borrowers,
any of their Subsidiaries or any of their Affiliates, (d) a company, investment vehicle or trust for, or owned and operated
for the primary benefit of, a natural person or relative(s) thereof or (e) a Disqualified Lender.


 


(iii)            Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the
effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent
of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be
released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the
assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall
continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any
assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04
shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in
accordance with paragraph (c) of this Section.


 


(iv)            The
Administrative Agent, acting for this purpose as a non-fiduciary agent of each Borrower, shall maintain at one of its offices
a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the
Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender
pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive,
and the Borrowers, the Administrative Agent, the Issuing Banks 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 Company, any Issuing Bank and any Lender, at any reasonable
time and from time to time upon reasonable prior notice.


 






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(v)            Upon
its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee or (y) to
the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which
the Administrative Agent and the parties to the Assignment and Assumption are participants, the assignee’s completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative
Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided
that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to
Section 2.05(c), 2.06(d) or (e), 2.07(b), 2.18(d) or 9.03(c), the Administrative
Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless
and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective
for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.


 


(c)            Any
Lender may, without the consent of, or notice to, any Borrower, the Administrative Agent, the Issuing Banks or the Swingline
Lender, sell participations to one or more banks or other entities (a “Participant”), other than an
Ineligible Institution, in all or a portion of such Lender’s rights and obligations under this Agreement (including all
or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations
under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto
for the performance of such obligations and (C) the Borrowers, the Administrative Agent, the Issuing Banks and the other
Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or
waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender
will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first
proviso to Section 9.02(b) that affects such Participant. Each Lender that sells a participation agrees, at
any Borrower’s request and expense, to use reasonable efforts to cooperate with such Borrower to effectuate the
provisions of Section 2.19 with respect to any Participant. Each Borrower agrees that each Participant shall be
entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and
limitations therein, including the requirements under Section 2.17(f) and (g) (it being
understood that the documentation required under Section 2.17(f) shall be delivered to the participating
Lender and the information and documentation required under 2.17(g) will be delivered to the Borrowers and the
Administrative Agent)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of
this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 2.18
and 2.19 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be
entitled to receive any greater payment under Sections 2.15 or 2.17, with respect to any participation,
than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater
payment results from a Change in Law that occurs after the Participant acquired the applicable participation. To the extent
permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a
Lender, provided such Participant agrees to be subject to Section 2.18(c) as though it were a Lender. Each
Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers,
maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated
interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the
 “Participant Register”); provided that no Lender shall have any obligation to disclose all or any
portion of the Participant Register (including the identity of any Participant or any information relating to a
Participant’s interest in 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) or Proposed
Section 1.163-5(b) of the United States Treasury Regulations (or, in each case, any amended or successor
version). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each
Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this
Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity
as Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 






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(d)            Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank,
and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee
or assignee for such Lender as a party hereto.


 






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(e)            Disqualified
Lenders.


 


(i)            No
assignment or participation shall be made to any Person that was a Disqualified Lender as of the date (the “Trade Date”)
on which the assigning Lender entered into a binding agreement to sell and assign or grant a participation in all or a portion
of its rights and obligations under this Agreement to such Person (unless the Company has consented to such assignment or participation
in writing in its sole and absolute discretion, in which case such Person will not be considered a Disqualified Lender for the
purpose of such assignment or participation). For the avoidance of doubt, with respect to any assignee or Participant that becomes
a Disqualified Lender after the applicable Trade Date (including as a result of the delivery of a notice pursuant to, and/or the
expiration of the notice period referred to in, the definition of “Disqualified Lender”), (x) such assignee
or Participant shall not retroactively be disqualified from being a Lender or Participant and (y) the execution by the Company
of an Assignment and Assumption with respect to such assignee will not by itself result in such assignee no longer being considered
a Disqualified Lender. Any assignment or participation in violation of this clause (e)(i) shall not be void, but the
other provisions of this clause (e) shall apply.


 


(ii)            If
any assignment or participation is made to any Disqualified Lender without the Company’s prior written consent in violation
of clause (i) above, or if any Person becomes a Disqualified Lender after the applicable Trade Date, the Company may,
at its sole expense and effort, upon notice to the applicable Disqualified Lender and the Administrative Agent, require such Disqualified
Lender to assign, without recourse (in accordance with and subject to the restrictions contained in this Section 9.04),
all of its interest, rights and obligations under this Agreement to one or more Persons (other than an Ineligible Institution)
at the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Lender paid to acquire such
interests, rights and obligations in each case plus accrued interest, accrued fees and all other amounts (other than principal
amounts) payable to it hereunder.


 


(iii)            Notwithstanding
anything to the contrary contained in this Agreement, Disqualified Lenders to whom an assignment or participation is made in
violation of clause (i) above (A) will not have the right to (x) receive information, reports or other
materials provided to Lenders by the Company, the Administrative Agent or any other Lender, (y) attend or participate in
meetings attended by the Lenders (or any of them) and the Administrative Agent, or (z) access any electronic site
established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent
or the Lenders and (B)(x) for purposes of any consent to any amendment, waiver or modification of, or any action under,
and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from
taking any action) under this Agreement or any other Loan Document, each Disqualified Lender will be deemed to have consented
in the same proportion as the Lenders that are not Disqualified Lenders consented to such matter, and (y) for purposes
of voting on any plan of reorganization, each Disqualified Lender party hereto hereby agrees (1) not to vote on such
plan of reorganization, (2) if such Disqualified Lender does vote on such plan of reorganization notwithstanding the
restriction in the foregoing clause (1), such vote will be deemed not to be in good faith and shall be
 “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other
applicable laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected
such plan of reorganization in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in
any other applicable laws) and (3) not to contest any request by any party for a determination by the Bankruptcy Court
(or other applicable court of competent jurisdiction) effectuating the foregoing clause (2).


 






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(iv)            The
Administrative Agent shall have the right, and the Company hereby expressly authorizes the Administrative Agent, to (A) post
the list of Disqualified Lenders provided by the Company and any updates thereto from time to time (collectively, the “DQ
List”) on an Approved Electronic Platform, including that portion of such Approved Electronic Platform that is designated
for “public side” Lenders and/or (B) provide the DQ List to each Lender or potential Lender requesting the same.


 


(v)            The
Administrative Agent and the Lenders shall not be responsible or have any liability for, or have any duty to ascertain, inquire
into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Lenders. Without limiting the generality
of the foregoing, neither the Administrative Agent nor any Lender shall ‎(x) be obligated to ascertain, monitor or
inquire as to whether any other Lender or Participant or prospective Lender or Participant is a Disqualified ‎Lender or
(y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential
information, by any other Person to any ‎Disqualified Lender.‎


 


Section 9.05.     Survival.
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the
certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall
be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan
Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such
other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had
notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect until the Final Release Conditions have been satisfied. The provisions of Sections 2.15, 2.16, 2.17 and 9.03
and Article VIII shall survive and remain in full force and effect regardless of the consummation of the
transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the
Commitments or the termination of this Agreement or any other Loan Document or any provision hereof or thereof.


 


Section 9.06.     Counterparts;
Integration; Effectiveness; Electronic Execution. This Agreement may be executed in counterparts (and by different parties
hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute
a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to (i) fees payable
to the Administrative Agent and (ii) increases or reductions of the Issuing Bank Sublimit of the Issuing Bank constitute
the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement
shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have
received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter
shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of
an executed counterpart of a signature page of this Agreement by telecopy, e-mailed.pdf or any other electronic means
that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart
of this Agreement. The words “execution,” “signed,” “signature,” “delivery,” and
words of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated
hereby shall be deemed to include Electronic Signatures, deliveries 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, physical delivery thereof 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; provided that nothing herein shall require
the Administrative Agent to accept electronic signatures in any form or format without its prior written consent.


 






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Section 9.07.     Severability.
Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate
such provision in any other jurisdiction.


 


Section 9.08.     Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Bank and each of their
respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional or final) at any time held, and other obligations
at any time owing, by such Lender, the Issuing Bank or any such Affiliate, to or for the credit or the account of any Loan Party
against any and all of the Secured Obligations held by such Lender, the Issuing Bank or their respective Affiliates, irrespective
of whether or not such Lender, the Issuing Bank or their respective Affiliates shall have made any demand under the Loan Documents
and although such obligations may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender or the
Issuing Bank different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided
that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall
be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20
and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for
the benefit of the Administrative Agent,the Issuing Bank, and the Lenders, and (y) the Defaulting Lender shall provide promptly
to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender
as to which it exercised such right of setoff. The applicable Lender, the Issuing Bank or such Affiliate shall notify the Borrower
Representative and the Administrative Agent of such setoff or application, provided that any failure to give or any delay
in giving such notice shall not affect the validity of any such setoff or application under this Section. The rights of each Lender,
the Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including
other rights of setoff) that such Lender, the Issuing Bank or their respective Affiliates may have.


 






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Section 9.09.     Governing
Law; Jurisdiction; Consent to Service of Process.


 


(a)            The
Loan Documents (other than those containing a contrary express choice of law provision) shall be governed by and construed in
accordance with the internal laws of the State of New York, but giving effect to federal laws applicable to national banks.


 


(b)            Each
of the Lenders and the Administrative Agent hereby irrevocably and unconditionally agrees that, notwithstanding the governing
law provisions of any applicable Loan Document, any claims brought against the Administrative Agent by any Secured Party relating
to this Agreement, any other Loan Document, the Collateral or the consummation or administration of the transactions contemplated
hereby or thereby shall be construed in accordance with and governed by the law of the State of New York.


 


(c)            Each
of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction
of any U.S. federal or New York state court sitting in New York, New York, and any appellate court from any thereof, in any
action or proceeding arising out of or relating to any Loan Documents, the transactions relating hereto or thereto, or for recognition
or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may (and any such claims, cross-claims or third party claims brought against the
Administrative Agent or any of its Related Parties may only) be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or
any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against
any Loan Party or its properties in the courts of any jurisdiction.


 


(d)            Each
Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement or any other Loan Document in any court referred to in paragraph (c) of this Section. Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.


 






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(e)            Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01.
Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in
any other manner permitted by law.


 


Section 9.10.     WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY
HERETO (a) CERTIFIES THAT NO REPRESENTATIVE OR OTHER AGENT (INCLUDING ANY ATTORNEY) OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION.


 


Section 9.11.     Headings.
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part
of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 


Section 9.12.     Confidentiality.
Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information
(as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees
and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential),
(b) to the extent requested by any Governmental Authority (including any self-regulatory authority, such as the National
Association of Insurance Commissioners), (c) to the extent required by any Requirement of Law or regulations or by any subpoena
or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies
under this Agreement or any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan
Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially
the same as those of this Section, to (1) any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement (it being understood that the DQ List may be disclosed to any assignee
or Participant, or prospective assignee or Participant, in reliance on this clause (f)) or (2) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to any Borrower and its obligations,(g) on
a confidential basis to (1) any rating agency in connection with rating the Company or its Subsidiaries or the credit facilities
provided for herein or (2) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring
of CUSIP numbers with respect to the credit facilities provided for herein, (h) with the consent of the Company or (i) to
the extent such Information (1) becomes publicly available other than as a result of a breach of this Section or (2) becomes
available to the Administrative Agent, the Issuing Banks or any Lender on a nonconfidential basis from a source other than the
Company. For the purposes of this Section, “Information” means all information received from the Company relating
to the Company or its business, whether or not identified at the time of delivery as confidential, other than (x) any such
information that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to
disclosure by the Company, (y) any such information that is independently developed, discovered or arrived at by the Administrative
Agent, any Issuing Bank or any Lender and (z) information pertaining to this Agreement routinely provided by arrangers to
data service providers, including league table providers, that serve the lending industry; provided that, in the case of
information received from the Company after the date hereof, such information is clearly identified at the time of delivery as
confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality
of such Information as such Person would accord to its own confidential information.


 






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EACH LENDER ACKNOWLEDGES
THAT INFORMATION AS DEFINED IN THE IMMEDIATELY PRECEDING PARAGRAPH FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE
MNPI CONCERNING THE COMPANY AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE
PROCEDURES REGARDING THE USE OF MNPI AND THAT IT WILL HANDLE SUCH MNPI IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING
FEDERAL AND STATE SECURITIES LAWS.


 


ALL INFORMATION, INCLUDING
REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE COMPANY OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING,
THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MNPI ABOUT THE COMPANY, THE OTHER LOAN PARTIES
AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE COMPANY AND THE ADMINISTRATIVE
AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN
MNPI IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.


 


Section 9.13.     USA
PATRIOT Act. Each Lender that is subject to the requirements of the Patriot Act hereby notifies each Loan Party that pursuant
to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies such Loan Party,
which information includes the name and address of such Loan Party and other information that will allow such Lender to identify
such Loan Party in accordance with the Patriot Act.


 


Section 9.14.     Several
Obligations; Nonreliance; Violation of Law. The respective obligations of the Lenders hereunder are several and not joint
and the failure of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve any other Lender
from any of its obligations hereunder. Each Lender hereby represents that it is not relying on or looking to any margin stock
(as defined in Regulation U of the Board) for the repayment of the Borrowings provided for herein. Anything contained in this
Agreement to the contrary notwithstanding, neither the Issuing Bank nor any Lender shall be obligated to extend credit to the
Borrowers in violation of any Requirement of Law.


 






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Section 9.15.     Disclosure.
Each Loan Party, each Lender and the Issuing Bank hereby acknowledges and agrees that the Administrative Agent and/or its
Affiliates from time to time may hold investments in, make other loans to or have other relationships with any of the Loan
Parties and their respective Affiliates.


 


Section 9.16.     Appointment
for Perfection. Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the
benefit of the Administrative Agent and the Secured Parties, in assets which, in accordance with Article 9 of the UCC or
any other applicable law can be perfected only by possession or control. Should any Lender (other than the Administrative Agent)
obtain possession or control of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly
upon the Administrative Agent’s request therefor shall deliver such Collateral to the Administrative Agent or otherwise
deal with such Collateral in accordance with the Administrative Agent’s instructions.


 


Section 9.17.     Interest
Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively
the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted
for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest
payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum
Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable
as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect
of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with
interest thereon at the NYFRB Rate to the date of repayment, shall have been received by such Lender.


 


Section 9.18.     Release
of Loan Guarantors.


 


(a)            A
Loan Guarantor shall automatically be released from its obligations under the Loan Guaranty upon the consummation of any transaction
permitted by this Agreement as a result of which such Loan Guarantor ceases to be a Subsidiary; provided that, if so required
by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have
provided otherwise. In connection with any termination or release pursuant to this Section, the Administrative Agent shall (and
is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense,
all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery
of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.


 


(b)            Further,
the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Company, release
any Loan Guarantor from its obligations under the Loan Guaranty if (i) such Loan Guarantor is no longer a Material Subsidiary
or is otherwise not required pursuant to the terms of this Agreement to provide a Loan Guaranty or (ii) such release is approved,
authorized or ratified by the requisite Lenders pursuant to Section 9.02.


 






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(c)            At
such time as (i) the principal and interest on the Loans, the fees, expenses and other amounts payable under the Loan Documents
and the other Secured Obligations (other than Banking Services Obligations, Swap Agreement Obligations and Unliquidated Obligations,
in each case, not then due and payable) shall have been paid in full in cash, (ii) the Commitments shall have been terminated,
and (iii) no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized
or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent and the applicable Issuing Bank) (the
conditions set forth in the preceding clauses (i), (ii) and (iii), collectively, the “Final
Release Conditions”), the Loan Guaranty and all obligations (other than those expressly stated to survive such termination)
of each Loan Guarantor thereunder shall automatically terminate, all without delivery of any instrument or performance of any
act by any Person.


 


Section 9.19.     Intercreditor
Agreements. Without limiting the authority granted to the Administrative Agent in Article VIII hereof, each
Lender (and each Person that becomes a Lender hereunder pursuant to Section 9.04) hereby authorizes and directs the
Administrative Agent to enter into any Intercreditor Agreement on behalf of such Lender and agrees that the Administrative Agent
may take such actions on its behalf as is contemplated by the terms of such Intercreditor Agreement. In the event of any conflict
between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and
control.


 


Section 9.20.     Marketing
Consent. The Borrowers hereby authorize JPMCB and its affiliates (collectively, the “JPMCB Parties”),
at their respective sole expense, but without any prior approval by any Borrower, to include the Borrowers’ names and logos
in advertising slicks posted on their internet sites, in pitchbooks or sent in mailings to prospective customers and to give such
other publicity to this Agreement as each may from time to time determine in its sole discretion. Notwithstanding the foregoing,
JPMCB Parties shall not publish the Borrowers’ names in a newspaper or magazine without obtaining the Borrowers’ prior
written approval. The foregoing authorization shall remain in effect unless and until the Borrower Representative notifies JPMCB
in writing that such authorization is revoked.


 


Section 9.21.     Acknowledgement
and Consent to Bail-In of EEA 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 EEA Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of
an EEA 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 EEA Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any party hereto that is an EEA Financial Institution; and


 






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(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 EEA Financial Institution,
its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other
instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other Loan Document; or


 


(iii)            the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA
Resolution Authority.


 


Section 9.22.     No
Fiduciary Duty, etc.


 


(a)            Each
Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that no Credit Party will have any obligations
except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in
the capacity of an arm’s length contractual counterparty to each Borrower with respect to the Loan Documents and the transactions
contemplated herein and therein and not as a financial advisor or a fiduciary to, or an agent of, any Borrower or any other person.
Each Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by
such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, each Borrower acknowledges
and agrees that no Credit Party is advising any Borrower as to any legal, tax, investment, accounting, regulatory or any other
matters in any jurisdiction. Each Borrower shall consult with its own advisors concerning such matters and shall be responsible
for making its own independent investigation and appraisal of the transactions contemplated herein or in the other Loan Documents,
and the Credit Parties shall have no responsibility or liability to any Borrower with respect thereto.


 


(b)            Each
Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party,
together with its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage
activities as well as providing investment banking and other financial services. In the ordinary course of business, any
Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own
accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and
other obligations) of, any Borrower and other companies with which any Borrower may have commercial or other relationships.
With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights
in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the
rights, in its sole discretion.


 






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(c)            In
addition, each Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party
and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to
other companies in respect of which a Borrower may have conflicting interests regarding the transactions described herein and
otherwise. No Credit Party will use confidential information obtained from any Borrower by virtue of the transactions contemplated
by the Loan Documents or its other relationships with such Borrower in connection with the performance by such Credit Party of
services for other companies, and no Credit Party will furnish any such information to other companies. Each Borrower also acknowledges
that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish
to any Borrower, confidential information obtained from other companies.


 


Section 9.23.     Acknowledgement
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise,
for Swap Agreements or any other agreement or instrument that is a QFC (such support “QFC Credit Support”,
and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution
power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank
Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special
Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding
that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or
of the United States or any other state of the United States):


 


In the event a Covered
Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special
Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation
in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC
Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special
Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property)
were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate
of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan
Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered
Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special
Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the
United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect
to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit
Support.


 






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Article X


 


Loan Guaranty


 


Section 10.01.     Guaranty.
Each Loan Guarantor (other than those that have delivered a separate Guaranty) hereby agrees that it is jointly and severally
liable for, and, as a primary obligor and not merely as surety, absolutely, unconditionally and irrevocably guarantees to the
Secured Parties, the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter,
of the Secured Obligations and all costs and expenses, including, without limitation, all court costs and attorneys’ and
paralegals’ fees and expenses paid or incurred by the Administrative Agent, the Issuing Bank and the Lenders in endeavoring
to collect all or any part of the Secured Obligations from, or in prosecuting any action against, any Borrower, any Loan Guarantor
or any other guarantor of all or any part of the Secured Obligations (such costs and expenses, together with the Secured Obligations,
collectively the “Guaranteed Obligations”; provided, however, that the definition of “Guaranteed
Obligations” shall not create any guarantee by any Loan Guarantor of (or grant of security interest by any Loan Guarantor
to support, as applicable) any Excluded Swap Obligations of such Loan Guarantor for purposes of determining any obligations of
any Loan Guarantor). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or
in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension
or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any domestic or foreign branch or
Affiliate of any Lender that extended any portion of the Guaranteed Obligations.


 


Section 10.02.     Guaranty
of Payment. This Loan Guaranty is a guaranty of payment and not of collection. Each Loan Guarantor waives any right to
require the Administrative Agent, the Issuing Bank or any Lender to sue any Borrower, any Loan Guarantor, any other guarantor
of, or any other Person obligated for, all or any part of the Guaranteed Obligations (each, an “Obligated Party”),
or otherwise to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations.


 


Section 10.03.     No
Discharge or Diminishment of Loan Guaranty.


 


(a)            Except
as otherwise provided for herein, the obligations of each Loan Guarantor hereunder are unconditional and absolute and not subject
to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of
the Guaranteed Obligations), including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration
or compromise of any of the Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the corporate existence,
structure or ownership of any Borrower or any other Obligated Party liable for any of the Guaranteed Obligations; (iii) any
insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligated Party or their assets or any resulting
release or discharge of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or other rights
which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, the Issuing Bank, any Lender
or any other Person, whether in connection herewith or in any unrelated transactions.


 






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(b)            The
obligations of each Loan Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment or
termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations or
otherwise, or any provision of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the
Guaranteed Obligations or any part thereof.


 


(c)            Further,
the obligations of any Loan Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure
of the Administrative Agent, the Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect
to all or any part of the Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any
agreement relating to the Guaranteed Obligations; (iii) any release, non-perfection or invalidity of any indirect or
direct security for the obligations of any Borrower for all or any part of the Guaranteed Obligations or any obligations of any
other Obligated Party liable for any of the Guaranteed Obligations; (iv) any action or failure to act by the Administrative
Agent, the Issuing Bank or any Lender with respect to any collateral securing any part of the Guaranteed Obligations; or (v) any
default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other
circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Loan Guarantor or that would
otherwise operate as a discharge of any Loan Guarantor as a matter of law or equity (other than the indefeasible payment in full
in cash of the Guaranteed Obligations).


 


Section 10.04.     Defenses
Waived. To the fullest extent permitted by applicable law, each Loan Guarantor hereby waives any defense based on or arising
out of any defense of any Borrower or any Loan Guarantor or the unenforceability of all or any part of the Guaranteed Obligations
from any cause, or the cessation from any cause of the liability of any Borrower, any Loan Guarantor or any other Obligated Party,
other than the indefeasible payment in full in cash of the Guaranteed Obligations. Without limiting the generality of the foregoing,
each Loan Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by
law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against
any Obligated Party or any other Person. Each Loan Guarantor confirms that it is not a surety under any state law and shall not
raise any such law as a defense to its obligations hereunder. The Administrative Agent may, at its election, foreclose on any
Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such Collateral in lieu of foreclosure
or otherwise act or fail to act with respect to any collateral securing all or a part of the Guaranteed Obligations, compromise
or adjust any part of the Guaranteed Obligations, make any other accommodation with any Obligated Party or exercise any other
right or remedy available to it against any Obligated Party, without affecting or impairing in any way the liability of such Loan
Guarantor under this Loan Guaranty except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in cash.
To the fullest extent permitted by applicable law, each Loan Guarantor waives any defense arising out of any such election even
though that election may operate, pursuant to applicable law, to impair or extinguish any right of reimbursement or subrogation
or other right or remedy of any Loan Guarantor against any Obligated Party or any security.


 






    	 	174	 



     


    

 


Section 10.05.     Rights
of Subrogation. No Loan Guarantor will assert any right, claim or cause of action, including, without limitation, a claim
of subrogation, contribution or indemnification, that it has against any Obligated Party or any collateral, until the Loan Parties
and the Loan Guarantors have fully performed all their obligations to the Administrative Agent, the Issuing Bank and the Lenders.


 


Section 10.06.     Reinstatement;
Stay of Acceleration. If at any time any payment of any portion of the Guaranteed Obligations (including a payment effected
through exercise of a right of setoff) is rescinded, or must otherwise be restored or returned upon the insolvency, bankruptcy
or reorganization of any Borrower or otherwise (including pursuant to any settlement entered into by a Secured Party in its discretion),
each Loan Guarantor’s obligations under this Loan Guaranty with respect to that payment shall be reinstated at such time
as though the payment had not been made and whether or not the Administrative Agent, the Issuing Bank and the Lenders are in possession
of this Loan Guaranty. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency,
bankruptcy or reorganization of any Borrower, all such amounts otherwise subject to acceleration under the terms of any agreement
relating to the Guaranteed Obligations shall nonetheless be payable by the Loan Guarantors forthwith on demand by the Administrative
Agent.


 


Section 10.07.     Information.
Each Loan Guarantor assumes all responsibility for being and keeping itself informed of the Borrowers’ financial condition
and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope
and extent of the risks that each Loan Guarantor assumes and incurs under this Loan Guaranty, and agrees that none of the Administrative
Agent, the Issuing Bank or any Lender shall have any duty to advise any Loan Guarantor of information known to it regarding those
circumstances or risks.


 


Section 10.08.     Termination.
Each of the Lenders and the Issuing Bank may continue to make loans or extend credit to the Borrowers based on this Loan Guaranty
until five (5) days after it receives written notice of termination from any Loan Guarantor. Notwithstanding receipt of any
such notice, each Loan Guarantor will continue to be liable to the Lenders for any Guaranteed Obligations created, assumed or
committed to prior to the fifth day after receipt of the notice, and all subsequent renewals, extensions, modifications and amendments
with respect to, or substitutions for, all or any part of such Guaranteed Obligations. Nothing in this Section 10.08
shall be deemed to constitute a waiver of, or eliminate, limit, reduce or otherwise impair any rights or remedies the Administrative
Agent or any Lender may have in respect of, any Default or Event of Default that shall exist under Article VII hereof
as a result of any such notice of termination.


 


Section 10.09.     Taxes.
Any obligation of any Borrower under Section 2.17 of this Agreement to pay any additional amounts to, or indemnify,
any Lender, Issuing Bank, or the Administrative Agent for any Taxes that are required to be withheld or deducted from payments
made to any Lender, Issuing Bank, or the Administrative Agent or to pay for, or indemnify any Lender, Issuing Bank,
or the Administrative Agent for, any Other Taxes, shall apply mutatis mutandis (and without duplication) to each Loan Guarantor
with respect to this Loan Guaranty and payments made with respect to Guaranteed Obligations.


 






    	 	175	 



     


    

 


Section 10.10.     Maximum
Liability. Notwithstanding any other provision of this Loan Guaranty, the amount guaranteed by each Loan Guarantor hereunder
shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548
of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act, Uniform
Voidable Transactions Act or similar statute or common law. In determining the limitations, if any, on the amount of any Loan
Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any
rights of subrogation, indemnification or contribution which such Loan Guarantor may have under this Loan Guaranty, any other
agreement or applicable law shall be taken into account.


 


Section 10.11.     Contribution.


 


(a)            To
the extent that any Loan Guarantor shall make a payment under this Loan Guaranty (a “Guarantor Payment”) which,
taking into account all other Guarantor Payments then previously or concurrently made by any other Loan Guarantor, exceeds the
amount which otherwise would have been paid by or attributable to such Loan Guarantor if each Loan Guarantor had paid the aggregate
Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Loan Guarantor’s “Allocable
Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable
Amounts of each of the Loan Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following
indefeasible payment in full in cash of the Guarantor Payment and the Guaranteed Obligations (other than Unliquidated Obligations
that have not yet arisen), and all Commitments and Letters of Credit have terminated or expired or, in the case of all Letters
of Credit, are fully collateralized on terms reasonably acceptable to the Administrative Agent and the Issuing Bank, and this
Agreement, the Swap Agreement Obligations and the Banking Services Obligations have terminated, such Loan Guarantor shall be entitled
to receive contribution and indemnification payments from, and be reimbursed by, each other Loan Guarantor for the amount of such
excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.


 


(b)            As
of any date of determination, the “Allocable Amount” of any Loan Guarantor shall be equal to the excess of
the fair saleable value of the property of such Loan Guarantor over the total liabilities of such Loan Guarantor (including the
maximum amount reasonably expected to become due in respect of contingent liabilities, calculated, without duplication, assuming
each other Loan Guarantor that is also liable for such contingent liability pays its ratable share thereof), giving effect to
all payments made by other Loan Guarantors as of such date in a manner to maximize the amount of such contributions.


 






    	 	176	 



     


    

 


(c)            This
Section 10.11 is intended only to define the relative rights of the Loan Guarantors, and nothing set forth in this
Section 10.11 is intended to or shall impair the obligations of the Loan Guarantors, jointly and severally, to pay
any amounts as and when the same shall become due and payable in accordance with the terms of this Loan Guaranty.


 


(d)            The
parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Loan Guarantor
or Loan Guarantors to which such contribution and indemnification is owing.


 


(e)            The
rights of the indemnifying Loan Guarantors against other Loan Guarantors under this Section 10.11 shall be exercisable
upon satisfaction of the Final Release Conditions.


 


Section 10.12.     Liability
Cumulative. The liability of each Loan Party as a Loan Guarantor under this Article X is in addition to and
shall be cumulative with all liabilities of each Loan Party to the Administrative Agent, the Issuing Bank and the Lenders under
this Agreement and the other Loan Documents to which such Loan Party is a party or in respect of any obligations or liabilities
of the other Loan Parties, without any limitation as to amount, unless the instrument or agreement evidencing or creating such
other liability specifically provides to the contrary.


 


Section 10.13.     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 this
Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable
under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its
obligations under this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating
to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations
of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until satisfaction
of the Final Release Conditions. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this
Section 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit
of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


Article XI


 


The Borrower Representative


 


Section 11.01.     Appointment;
Nature of Relationship. The Company is hereby appointed by each of the Borrowers as its contractual representative (herein
referred to as the “Borrower Representative”) hereunder and under each other Loan Document, and each of the
Borrowers irrevocably authorizes the Borrower Representative to act as the contractual representative of such Borrower with the
rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative agrees to act as such
contractual representative upon the express conditions contained in this Article XI. Additionally, the Borrowers hereby
appoint the Borrower Representative as their agent to receive all of the proceeds of the Loans in the Funding Account(s), at which
time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrower(s); provided that, in the
case of a Revolving Loan, such amount shall not cause the Borrowers to violate the Revolving Exposure Limitations. The Administrative
Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative
or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01.


 






    	 	177	 



     


    

 


Section 11.02.     Powers.
The Borrower Representative shall have and may exercise such powers under the Loan Documents as are specifically delegated to
the Borrower Representative by the terms of each thereof, together with such powers as are reasonably incidental thereto. The
Borrower Representative shall have no implied duties to the Borrowers, or any obligation to the Lenders to take any action thereunder
except any action specifically provided by the Loan Documents to be taken by the Borrower Representative.


 


Section 11.03.     Employment
of Agents. The Borrower Representative may execute any of its duties as the Borrower Representative hereunder and under
any other Loan Document by or through authorized officers.


 


Section 11.04.     Notices.
Each Borrower shall immediately notify the Borrower Representative of the occurrence of any Default or Event of Default hereunder
referring to this Agreement describing such Default or Event of Default and stating that such notice is a “notice of default”.
In the event that the Borrower Representative receives such a notice, the Borrower Representative shall give prompt notice thereof
to the Administrative Agent and the Lenders. Any notice provided to the Borrower Representative hereunder shall constitute notice
to each Borrower on the date received by the Borrower Representative.


 


Section 11.05.     Successor
Borrower Representative. Upon the prior written consent of the Administrative Agent, the Borrower Representative may resign
at any time, such resignation to be effective upon the appointment of a successor Borrower Representative. The Administrative
Agent shall give prompt written notice of such resignation to the Lenders.


 


Section 11.06.     Execution
of Loan Documents; Borrowing Base Certificate. The Borrowers hereby empower and authorize the Borrower Representative,
on behalf of the Borrowers, to execute and deliver to the Administrative Agent and the Lenders the Loan Documents and all related
agreements, certificates, documents, or instruments as shall be necessary or appropriate to effect the purposes of the Loan Documents,
including, without limitation, the Aggregate Borrowing Base Certificate and the Borrowing Base Certificate of each Borrower and
the Compliance Certificates. Each Borrower agrees that any action taken by the Borrower Representative or the Borrowers in accordance
with the terms of this Agreement or the other Loan Documents, and the exercise by the Borrower Representative of its powers set
forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of
the Borrowers.


 






    	 	178	 



     


    

 


Section 11.07.     Reporting.
Each Borrower hereby agrees that such Borrower shall furnish promptly after each fiscal month to the Borrower Representative a
copy of its Borrowing Base Certificate and any other certificate or report required hereunder or requested by the Borrower Representative
on which the Borrower Representative shall rely to prepare the Aggregate Borrowing Base Certificate and the Borrowing Base Certificate
of each Borrower and Compliance Certificate required pursuant to the provisions of this Agreement.


 


[Signature Pages Follow]


 






    	 	179	 



     


    








 


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


 


[Signature Page to Amended and Restated
Credit Agreement – Winnebago Industries, Inc.]


 








    


     


    

 


	 	WINNEBAGO INDUSTRIES, INC., as Borrower
	 	 
	 	 
	 	By:	                                       
	 	Name:	 
	 	Title:	 



 


	 	WINNEBAGO OF INDIANA, LLC, as Borrower
	 	 
	 	 
	 	By:	                                       
	 	Name:	 
	 	Title:	 


 





	 	GRAND DESIGN RV, LLC, as Borrower
	 	 
	 	 
	 	By:	                                       
	 	Name:	 
	 	Title:	 


 


[Signature Page to Amended and Restated
Credit Agreement – Winnebago Industries, Inc.]


 






    


     


    

 


	 	NEWMAR CORPORATION, as Borrower
	 	 
	 	 
	 	By:	                                       
	 	Name:	 
	 	Title:	 


 





	 	OCTAVIUS CORPORATION, as Loan Guarantor
	 	 
	 	 
	 	By:	                                       
	 	Name:	 
	 	Title:	 


 


[Signature Page to Amended and Restated
Credit Agreement – Winnebago Industries, Inc.]


 






    


     


    

 





	 	JPMORGAN CHASE BANK, N.A.,
individually as
	 	a Lender, as Swingline Lender, as an Issuing Bank and as Administrative Agent
	 	 
	 	By:	                                       
	 	Name:	 
	 	Title:	 


 


[Signature Page to Amended and Restated
Credit Agreement – Winnebago Industries, Inc.]


 






    


     


    

 


COMMITMENT SCHEDULE


 


	LENDER	COMMITMENTS
	JPMORGAN
    CHASE BANK, N.A.	$92,500,000
	BMO
    HARRIS BANK N.A.	$60,000,000
	GOLDMAN
    SACHS BANK USA	$40,000,000
	AGGREGATE
    COMMITMENTS	$192,500,000


 






    


     


    

 






 


EXHIBIT A


 


ASSIGNMENT AND ASSUMPTION


 


This Assignment and
Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered
into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee]
(the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”),
receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as
if set forth herein in full.


 


For an agreed consideration,
the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective
Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in
its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor
under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in
such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action
and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under
or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice
claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant
to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and
(ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment
is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation
or warranty by the Assignor.


 


	1.	Assignor:	_____________________________	 
	 	 	 	 
	2.	Assignee:	_____________________________	 
	 	 	 	 
	 	 	[and is an Affiliate/Approved Fund
    of [identify Lender]1]
	 	 	 
	3.	Borrowers:	Winnebago
    Industries, Inc., Winnebago of Indiana, LLC, Grand Design RV, LLC and Newmar Corporation 
	 	 	 
	4.	Administrative
    Agent:	JPMorgan
    Chase Bank, N.A., as the administrative agent under the Credit Agreement
	 	 	 
	5.	Credit
    Agreement:	The
    Amended and Restated Credit Agreement dated as of October 22, 2019 among Winnebago Industries, Inc., Winnebago of
    Indiana, LLC, Grand Design RV, LLC and Newmar Corporation, as Borrowers, the other Loan Parties from time to time parties
    thereto, the Lenders parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent



 





 



 


1
Select as applicable.


 






    Exhibit A-1


     


    

 


	6.	Assigned
    Interest:	 


 


	Aggregate
    Amount of Commitment/Loans for all Lenders	Amount
    of 

    Commitment/ 

    Loans Assigned	Percentage
    Assigned 

    of 

    Commitment/Loans2
	$	$	%
	$	$	%
	$	$	%








 


Effective Date: _____________
___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]


 


The Assignee agrees
to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit
Contacts to whom all syndicate-level information (which may contain material non-public information about the Company,
the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such
information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities
laws.


 


The terms set forth
in this Assignment and Assumption are hereby agreed to:


 





 



 


1
Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.


 








    Exhibit A-2


     


    

 


	 	ASSIGNOR
	 	 
	 	[NAME OF ASSIGNOR]
	 	 
	 	By:	 
	 	 
	 	Title:
	 	 
	 	ASSIGNEE
	 	 
	 	[NAME OF ASSIGNEE]
	 	 
	 	By:	 
	 	 
	 	Title:



 


Consented to and Accepted:


 








    Exhibit A-3


     


    

 


JPMORGAN CHASE BANK, N.A., as


 


Administrative Agent, an Issuing Bank and Swingline Lender


 





	By:	 	 
	 	 
	Title:	 
	 	 
	[__________], as	 
	 	 
	an Issuing Bank	 
	 	 
	By:	 	 
	 	 
	Title:	 



 


[Consented to:]3


 








    Exhibit A-4


     


    

 





	WINNEBAGO INDUSTRIES, INC.	 
	 	 
	By:	 	 
	 	 
	Title:	 



 





 



 


1 To be added only if the consent of the Borrower
Representative is required by the terms of the Credit Agreement.


 








    Exhibit A-5


     


    

 



 


ANNEX I


 


STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION


 


1.             Representations
and Warranties.


 


1.1.          Assignor.
The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the
Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated
hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in
or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the
Company, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, (iv) any requirements
under applicable law for the Assignee to become a lender under the Credit Agreement or to charge interest at the rate set forth
therein from time to time, or (v) the performance or observance by the Company, any of its Subsidiaries or Affiliates or
any other Person of any of their respective obligations under any Loan Document.


 


1.2.          Assignee.
The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender
under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement and under applicable
law that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent
of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement,
together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable,
and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision
independently and without reliance on the Administrative Agent, the Lead Arranger or any other Lender or any of their respective
Related Parties, and (v) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant
to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will,
independently and without reliance on the Administrative Agent, the Lead Arranger, the Syndication Agent, the Assignor or any
other Lender or any of their respective Related Parties, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it
will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender.


 


2.             Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective
Date and to the Assignee for amounts which have accrued from and after the Effective Date.


 






    Exhibit A-6


     


    

 


3.             General
Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together
shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the
Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption
by any Approved Electronic Platform shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption.
This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.


 






    Exhibit A-7


     


    

 


EXHIBIT B-1


 


FORM OF BORROWING BASE CERTIFICATE


 


[Attached]


 






    Exhibit B-1


     


    

 


EXHIBIT B-2


 


FORM OF AGGREGATE BORROWING BASE CERTIFICATE


 


[Attached]


 






    Exhibit B-2


     


    

 


EXHIBIT C


 


COMPLIANCE CERTIFICATE


 


To:         The
Lenders parties to the


 


Credit Agreement Described Below


 


This Compliance Certificate
is furnished pursuant to that certain Amended and Restated Credit Agreement, dated as of October 22, 2019 (as amended, restated,
supplemented or otherwise modified from time to time, the “Agreement”), among Winnebago Industries, Inc.
(the “Borrower Representative”), Winnebago of Indiana, LLC, Grand Design RV, LLC and Newmar Corporation, as
Borrowers (the “Borrowers”), the other Loan Parties from time to time party thereto, the Lenders from time
to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Unless otherwise defined herein, capitalized terms
used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.


 


THE UNDERSIGNED HEREBY
CERTIFIES, ON ITS BEHALF AND ON BEHALF OF THE BORROWERS, SOLELY IN SUCH PERSON’S CAPACITY AS AN OFFICER OF THE COMPANY AND
NOT IN AN INDIVIDUAL CAPACITY, THAT:


 


1.        
     I am the duly elected [__________] of the Borrower Representative;


 


2.         
    I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision,
a detailed review of the transactions and conditions of the Company and its Subsidiaries during the accounting period covered
by the attached financial statements [for quarterly or monthly financial statements add: and such financial statements
present fairly in all material respects the financial condition and results of operations of the Borrowers and their
consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal
year-end audit adjustments and the absence of footnotes];


 


3.            The
examinations described in paragraph 2 did not disclose, except as set forth below, and I have no knowledge of (i) the existence
of any condition or event which constitutes a Default during or at the end of the accounting period covered by the attached financial
statements or as of the date of this Certificate or (ii) any change in GAAP or in the application thereof that has occurred
since the date of the audited financial statements referred to in Section 3.04 of the Agreement;


 


4.          
   I hereby certify that no Loan Party has changed (i) its name, (ii) its chief executive office,
(iii) principal place of business, (iv) the type of entity it is or (v) its state of incorporation or
organization without having given the Administrative Agent the notice required by Section 4.15 of the Security
Agreement;


 


5.       
      Schedule I attached hereto sets forth financial data and computations evidencing the
Borrowers’ compliance with certain covenants of the Agreement, all of which data and computations are true, complete
and correct;


 


6.        
     Schedule II hereto sets forth the computations necessary to determine the Applicable Rate
commencing on the date that is five (5) Business Days after the date this certificate is delivered; and


 


[for annual or quarterly financial
statements add:


 


7.       
      Schedule III hereto sets forth the computations necessary to determine the average daily
Total Commitment Utilization for the period referenced in paragraph 2 above.]


 






    Exhibit C-1


     


    

 


Described below are
the exceptions, if any, to paragraph 3 by listing, in detail, the (i) nature of the condition or event, the period
during which it has existed and the action which the Borrowers have taken, are taking, or propose to take with respect to each
such condition or event or (i) the change in GAAP or the application thereof and the effect of such change on the attached
financial statements:


 


		 	 
	 	 	 
	 	 	 



 


The foregoing certifications,
together with the computations set forth in Schedule I and Schedule II hereto and the financial statements delivered
with this Certificate in support hereof, are made and delivered this ___ day of __________, 20__.


 


	 	WINNEBAGO INDUSTRIES, INC., as
	 
	 	Borrower Representative
	 
	 	By:	                                 
	 
	 	Name:	 
	 
	 	Title:	 




 






    Exhibit C-2


     


    

 


EXHIBIT D


 


LIST OF CLOSING DOCUMENTS


 


WINNEBAGO INDUSTRIES, INC.


WINNEBAGO OF INDIANA, LLC


GRAND DESIGN RV, LLC

NEWMAR CORPORATION


 


ABL CREDIT FACILITY


 


October 22, 2019


 


LIST OF CLOSING DOCUMENTS4


 


A.            LOAN
DOCUMENTS


 


1.            Amended
and Restated Credit Agreement (the “Credit Agreement”) by and among Winnebago Industries, Inc., an Indiana
corporation (the “Company”), Winnebago of Indiana, LLC, Grand Design RV, LLC and Newmar Corporation, as Borrowers
(the “Borrowers”), the other Loan Parties from time to time parties thereto, the institutions from time to
time parties thereto as Lenders (the “Lenders”) and JPMorgan Chase Bank, N.A. (“JPMorgan”),
in its capacity as Administrative Agent (the “Administrative Agent”), evidencing an asset-based revolving
credit facility to the Borrowers from the Lenders in an initial aggregate principal amount of $192,500,000.


 


SCHEDULES


 


Commitment Schedule


 


Schedule 3.15     –     Capitalization
and Subsidiaries


Schedule 3.18     –     Insurance


Schedule 6.01     –     Existing
Indebtedness


Schedule 6.02     –     Existing
Liens


Schedule 6.04     –     Existing
Investments


Schedule 6.05     –     Dispositions


Schedule 6.08     –     Transactions
with Affiliates


Schedule 6.11     –     Restrictive
Agreements


 


EXHIBITS


 


Exhibit A     –      Form of
Assignment and Assumption


Exhibit B     –       Form of
Borrowing Base Certificate


Exhibit C     –       Form of
Compliance Certificate


Exhibit D     –       List
of Closing Documents


Exhibit E     –        Form of
Joinder Agreement


Exhibit F-1     –     Form of
U.S. Tax Certificate (Foreign Lenders That Are Not Partnerships)


Exhibit F-2     –     Form of
U.S. Tax Certificate (Foreign Participants That Are Not Partnerships)


Exhibit F-3     –     Form of
U.S. Tax Certificate (Foreign Participants That Are Partnerships)


Exhibit F-4     –     Form of
U.S. Tax Certificate (Foreign Lenders That Are Partnerships)


Exhibit G-1     –     Form of
Borrowing Request


Exhibit G-2     –     Form of
Interest Election Request


 





 






4 Each capitalized term used herein and not
defined herein shall have the meaning assigned to such term in the above-defined Credit Agreement. Items appearing in bold
and italics shall be prepared and/or provided by the Company and/or Company’s counsel.


 






    Exhibit D-1


     


    

 


2.             Notes
executed by the Borrowers in favor of each of the Lenders, if any, which has requested a note pursuant to Section 2.10(e) of
the Credit Agreement.


 


3.             Amended
and Restated Pledge and Security Agreement executed by the Loan Parties in favor of the Administrative Agent, together with pledged
instruments and allonges, stock certificates, stock powers executed in blank, pledge instructions and acknowledgments, as appropriate.


 


4.             Confirmatory
Grant of Security Interest in United States Patents made by certain of the Loan Parties in favor of the Administrative Agent for
the benefit of the Secured Parties.


 


	Schedule A	--	Registered
    Patents; Patent Applications; Other Patents


 


5.             Confirmatory
Grant of Security Interest in United States Trademarks made by certain of the Loan Parties in favor of the Administrative Agent
for the benefit of the Secured Parties.


 


	Schedule A	--	Registered
    Trademarks; Trademark and Service Mark Applications; Other Trademarks


 


6.             Certificates
of Insurance listing the Administrative Agent as (x) lender loss payee for the property and casualty insurance policies of
the initial Loan Parties, together with long-form lender loss payable endorsements, as appropriate, and (y) additional
insured with respect to the liability insurance of the Loan Parties, together with additional insured endorsements.


 


B.            UCC
DOCUMENTS


 


7.             UCC,
tax lien and name variation search reports naming each Loan Party from the appropriate offices in relevant jurisdictions.


 


8.             UCC
financing statements naming each Loan Party as debtor and the Administrative Agent as secured party as filed with the appropriate
offices in applicable jurisdictions.


 


C.            CORPORATE
DOCUMENTS


 


9.             Certificate
of the Secretary or an Assistant Secretary of each Loan Party certifying (i) that there have been no changes in the
Certificate of Incorporation or other charter document of such Loan Party, as attached thereto and as certified as of a
recent date by the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization, since the
date of the certification thereof by such governmental entity, (ii) the By-Laws or other applicable organizational
document, as attached thereto, of such Loan Party as in effect on the date of such certification, (iii) resolutions of
the Board of Directors or other governing body of such Loan Party authorizing the execution, delivery and performance of each
Loan Document to which it is a party and (iv) the names and true signatures of the incumbent officers of each Loan Party
authorized to sign the Loan Documents to which it is a party, and (in the case of each Borrower) authorized to request a
Borrowing or the issuance of a Letter of Credit under the Credit Agreement.


 


10.           Good
Standing Certificate (or analogous documentation if applicable) for each Loan Party from the Secretary of State (or analogous
governmental entity) of the jurisdiction of its organization, to the extent generally available in such jurisdiction.


 


D.            OPINIONS


 


11.           Favorable
written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Faegre Baker Daniels,
counsel for the Loan Parties, covering such matters relating to the Loan Parties, the Loan Documents or the Transactions as the
Administrative Agent shall reasonably request. The Company hereby requests such counsel to deliver such opinion.


 






    Exhibit D-2


     


    

 


E.            CLOSING
CERTIFICATES AND MISCELLANEOUS


 


12.           A
Certificate signed by the President, a Vice President or a Financial Officer of the Company certifying that: (i) no Default
has occurred and is continuing, (ii) setting forth reasonably detailed calculations demonstrating pro forma compliance with
Section 6.12 of the Credit Agreement, (iii) stating that the representations and warranties contained in Article III
of the Credit Agreement are true and correct in all material respects (provided that any representation or warranty that
is qualified by materiality, Material Adverse Effect or similar language is true and correct in all respects) on and as of the
Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which
case they are true and correct in all material respects (provided that any representation or warranty that is qualified
by materiality, Material Adverse Effect or similar language are true and correct in all respects) as of such earlier date and
(iv) stating that the Borrower is in compliance with the Revolving Exposure Limitations.


 


13.           A
Solvency Certificate of the chief financial officer of the Company substantially in the form of Annex I hereto, certifying
that the Company and its Subsidiaries, on a consolidated basis after giving effect to the Transactions, are solvent.


 


14.           An
Aggregate Borrowing Base Certificate and a Borrowing Base Certificate for each Borrower, in each case, prepared as of the last
day of the most recent month ended at least twenty (20) calendar days prior to the Effective Date.


 


15.           Funding
Account Notice.


 






    Exhibit D-3


     


    

 


Annex I to Exhibit D


 


FORM OF SOLVENCY CERTIFICATE


 


[__________], 20[__]


 


This Solvency Certificate
is being executed and delivered pursuant to Section 4.01(a) of the Amended and Restated Credit Agreement (the
 “Credit Agreement”), dated as of October 22, 2019, among Winnebago Industries, Inc. (the “Company”),
the other loan parties party thereto from time to time, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A.,
as the administrative agent; the terms defined therein being used herein as therein defined.


 


I, [__________], the
chief financial officer of the Company, solely in such capacity and not in an individual capacity, hereby certify that I am the
chief financial officer of the Company and that I am generally familiar with the businesses and assets of the Company and its
Subsidiaries (taken as a whole), I have made such other investigations and inquiries as I have deemed appropriate and I am
duly authorized to execute this Solvency Certificate on behalf of the Company pursuant to the Credit Agreement.


 


I further certify,
solely in my capacity as chief financial officer of the Company, and not in my individual capacity, as of the date hereof and
after giving effect to the Transactions and the incurrence of the indebtedness and obligations being incurred in connection with
the Credit Agreement and the Transactions on the date hereof, that, with respect to the Company and its Subsidiaries on a consolidated
basis, (a) the sum of the liabilities of the Company and its Subsidiaries, taken as a whole, does not exceed the present
fair saleable value of the assets of the Company and its Subsidiaries, taken as a whole; (b) the capital of the Company and
its Subsidiaries, taken as a whole, is not unreasonably small in relation to the business of the Company and its Subsidiaries,
taken as a whole, contemplated on the date hereof and (c) the Company and its Subsidiaries, taken as a whole, do not intend
to incur, or believe that they will incur, debts including current obligations beyond their ability to pay such debt as they mature
in the ordinary course of business. For the purposes hereof, the amount of any contingent liability at any time shall be computed
as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for
accrual under Statement of Financial Accounting Standard No. 5).


 


[Remainder of page intentionally left
blank]


 






    Exhibit D-4


     


    

 


IN WITNESS WHEREOF, I
have executed this Solvency Certificate on the date first written above.


 


	 	By:	                   
	 
	 	Name:
	 
	 	Title: Chief Financial Officer




 






    Exhibit D-5


     


    

 


EXHIBIT E


 


JOINDER AGREEMENT


 


THIS JOINDER AGREEMENT
(this “Agreement”), dated as of [__________], 20__, is entered into between [__________], a [__________] (the
 “New Subsidiary”) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative
Agent”) under that certain Amended and Restated Credit Agreement dated as of October 22, 2019 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”) among Winnebago Industries, Inc.,
Winnebago of Indiana, LLC, Grand Design RV, LLC and Newmar Corporation, as Borrowers (the “Borrowers”), the
other Loan Parties party thereto, the Lenders party thereto and the Administrative Agent for the Lenders. All capitalized terms
used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement.


 


The New Subsidiary
and the Administrative Agent, for the benefit of the Lenders, hereby agree as follows:


 


1.            The
New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed
to be a Loan Party under the Credit Agreement and a “Loan Guarantor” for all purposes of the Credit Agreement
and shall have all of the obligations of a Loan Party and a Loan Guarantor thereunder as if it had executed the Credit Agreement.
The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions
contained in the Credit Agreement, including without limitation (a) all of the representations and warranties of the Loan
Parties set forth in Article III of the Credit Agreement, (b) all of the covenants set forth in Articles V and VI of
the Credit Agreement and (c) all of the guaranty obligations set forth in Article X of the Credit Agreement. Without
limiting the generality of the foregoing terms of this paragraph 1, the New Subsidiary, subject to the limitations set forth in
Sections 10.10 and 10.13 of the Credit Agreement, hereby guarantees, jointly and severally with the other Loan Guarantors,
to the Administrative Agent and the Lenders, as provided in Article X of the Credit Agreement, the prompt payment and performance
of the Guaranteed Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise)
in accordance with the terms thereof and agrees that if any of the Guaranteed Obligations are not paid or performed in full when
due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the New Subsidiary will, jointly and
severally together with the other Loan Guarantors, promptly pay and perform the same, without any demand or notice whatsoever,
and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly
paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with
the terms of such extension or renewal.


 


2.             If
required, the New Subsidiary is, simultaneously with the execution of this Agreement, executing and delivering such Collateral
Documents (and such other documents and instruments) as requested by the Administrative Agent in accordance with the Credit Agreement.


 


3.            The
address of the New Subsidiary for purposes of Section 9.01 of the Credit Agreement is as follows:


 


		 	 
	 	 	 
	 	 	 



 






    Exhibit E-1


     


    

 


4.            The
New Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the New Subsidiary upon
the execution of this Agreement by the New Subsidiary.


 


5.            This
Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but
all of which shall constitute one and the same instrument.


 


6.            THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.


 


IN WITNESS WHEREOF,
the New Subsidiary has caused this Agreement to be duly executed by its authorized officer, and the Administrative Agent, for
the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written.


 






    Exhibit E-2


     


    

 


	 	[NEW SUBSIDIARY]
	 
	 	By:	                       
	 
	 	Name:	 
	 
	 	Title:	 
	 
	 	Acknowledged and accepted:
	 
	 	JPMORGAN CHASE BANK, N.A., as 

Administrative Agent
	 
	 	By:	 
	 
	 	Name:	 
	 
	 	Title:	 




 






    Exhibit E-3


     


    

 






EXHIBIT F-1


 


[FORM OF]


 


U.S. TAX COMPLIANCE CERTIFICATE 


(For Foreign Lenders That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to the Amended and Restated Credit Agreement dated as of October 22, 2019 (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among Winnebago Industries, Inc., Winnebago of Indiana,
LLC, Grand Design RV, LLC and Newmar Corporation as Borrowers (the “Borrowers”), the other Loan Parties party
thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity,
the “Administrative Agent”).


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and
beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing
this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is
not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it
is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has
furnished the Administrative Agent and the Borrowers with a certificate of its non-U.S. Person status on IRS Form W-8BEN
or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided
on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent and (2) the
undersigned shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently
effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the
two calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	[NAME OF LENDER]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	Date: __________, 20[__]	 



 








    Exhibit F-1


     


    

 


EXHIBIT F-2


 


[FORM OF]


 


U.S. TAX COMPLIANCE CERTIFICATE 


(For Foreign Participants That Are Not
Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to the Amended and Restated Credit Agreement dated as of October 22, 2019 (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among Winnebago Industries, Inc., Winnebago of Indiana,
LLC, Grand Design RV, LLC and Newmar Corporation, as Borrowers (the “Borrowers”), the other Loan Parties party
thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity,
the “Administrative Agent”).


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and
beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within
the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Borrower within
the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to
any Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has
furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS
Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on
this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall
have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year
in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	[NAME OF PARTICIPANT]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	Date: __________, 20[__]	 



 








    Exhibit F-2


     


    

 


EXHIBIT F-3


 


[FORM OF]


 


U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to the Amended and Restated Credit Agreement dated as of October 22, 2019 (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among Winnebago Industries, Inc., Winnebago of Indiana,
LLC, Grand Design RV, LLC and Newmar Corporation, as Borrowers (the “Borrowers”), the other Loan Parties party
thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity,
the “Administrative Agent”).


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner
of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are
the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any
of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary
course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct
or indirect partners/members is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of
the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower
as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has
furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members
that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an
IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s
beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that
(1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the
undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either
the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such
payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	[NAME OF PARTICIPANT]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	Date: __________, 20[__]	 



 








    Exhibit F-3


     


    

 


EXHIBIT F-4


 


[FORM OF]


 


U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to the Amended and Restated Credit Agreement dated as of October 22, 2019 (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among Winnebago Industries, Inc., Winnebago of Indiana,
LLC, Grand Design RV, LLC and Newmar Corporation, as Borrowers (the “Borrowers”), the other Loan Parties party
thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity,
the “Administrative Agent”).


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner
of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate,
(ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing
such Loan(s)), (iii) with respect to the extension of credit pursuant to the Credit Agreement or any other Loan Document,
neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement
entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code,
(iv) none of its direct or indirect partners/members is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of
the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower
as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has
furnished the Administrative Agent and the Borrowers with IRS Form W-8IMY accompanied by one of the following forms from
each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E
or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each
of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this
certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall
promptly so inform the Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished
the Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar
year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	[NAME OF LENDER]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 
	Date: __________, 20[__]	 



 








    Exhibit F-4


     


    

 


EXHIBIT G-1


 


FORM OF BORROWING REQUEST


 


	JPMorgan Chase Bank, N.A.,	 	 
	as Administrative Agent	 	 
	for the Lenders referred to below	 	 
	 	 	 
	JPMorgan Chase Bank, N.A.	 	 
	10 S. Dearborn St.	 	 
	Chicago, Illinois 60603	 	 
	Attention: John Morrone	 	 
	Facsimile No: (312) 548-1943	 	 
	 	 	 
	 	Re: Winnebago Industries, Inc.	 	 



 


[Date]


Ladies and Gentlemen:


 


Reference is hereby
made to the Amended and Restated Credit Agreement dated as of October 22, 2019 (as the same may be amended, restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among Winnebago Industries, Inc. (the
 “Borrower Representative”), Winnebago of Indiana, LLC, Grand Design RV, LLC and Newmar Corporation, as Borrowers
(the “Borrowers”), the other Loan Parties from time to time party thereto, the Lenders from time to time party
thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Borrower
Representative hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing
under the Credit Agreement, and in that connection the Borrower Representative specifies the following information with respect
to such Borrowing requested hereby:


 


1.            Name
of the applicable Borrower: __________


 


2.            Aggregate
principal amount of Borrowing:5 __________


 


3.            Date
of Borrowing (which shall be a Business Day): __________


 


4.            Type
of Borrowing (ABR or Eurodollar): __________


 


5.            Interest
Period and the last day thereof (if a Eurodollar Borrowing):6 __________


 


		6.	Location and number of the Borrower’s
                                         account or any other account agreed upon by the Administrative Agent and the Borrower
                                         to which proceeds of Borrowing are to be disbursed: __________



 


[Signature Page Follows]


 


 






5 Not less than applicable amounts specified in
Section 2.02(c).


6 Which must comply with the definition of “Interest
Period” and end not later than the Maturity Date.



 








    Exhibit G-1


     


    

 


The undersigned hereby
represents and warrants that the conditions to lending specified in Section[s] [4.01 and]7 4.02 of the
Credit Agreement are satisfied as of the date hereof.


 


		Very truly yours,
	 	 	 
	 	WINNEBAGO INDUSTRIES, INC.,
	 	 	 
	 	as the Borrower Representative
	 	 	 
	 	By:	                
	 	Name:	 
	 	Title:	 



 


 



 


7 To be included only for Borrowings on the Effective
Date.


 








    Exhibit G-2


     


    

 


EXHIBIT G-2





 


FORM OF INTEREST ELECTION REQUEST


 


	JPMorgan Chase Bank, N.A.,	 	 
	as Administrative Agent	 	 
	for the Lenders referred to below	 	 
	 	 	 
	JPMorgan Chase Bank, N.A.	 	 
	10 S. Dearborn St.	 	 
	Chicago, Illinois 60603	 	 
	Attention: John Morrone	 	 
	Facsimile No: (312) 548-1943	 	 
	 	 	 
	 	Re: Winnebago Industries, Inc.	 	 



 


[Date]


 


Ladies and Gentlemen:


 


Reference is hereby
made to the Amended and Restated Credit Agreement dated as of October 22, 2019 (as the same may be amended, restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among Winnebago Industries, Inc. (the
 “Borrower Representative”), Winnebago of Indiana, LLC, Grand Design RV, LLC and Newmar Corporation, as Borrowers
(the “Borrowers”), the other Loan Parties from time to time party thereto, the Lenders from time to time party
thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Borrower
Representative hereby gives you notice pursuant to Section 2.08 of the Credit Agreement that it requests to [convert][continue]
an existing Borrowing under the Credit Agreement, and in that connection the Borrower specifies the following information with
respect to such [conversion][continuation] requested hereby:


 


		1.	Name of Borrower: __________



 


		2.	List date, Type, Class, principal
                                         amount and Interest Period (if applicable) of existing Borrowing: __________



 


		3.	Aggregate principal amount of resulting
                                         Borrowing: __________



 


		4.	Effective date of interest election
                                         (which shall be a Business Day): __________



 


		5.	Type of Borrowing (ABR or Eurodollar):
                                         __________



 


		6.	Interest Period and the last day
                                         thereof (if a Eurodollar Borrowing):8 __________



 


[Signature Page Follows]


 


 






8Which must comply with the definition of “Interest
Period” and end not later than the Maturity Date.


 








    Exhibit G-3


     


    

 


		Very truly yours,
	 	 	 
	 	WINNEBAGO INDUSTRIES, INC.
	 	as Borrower Representative
	 	 	 
	 	By:	                     
	 	 	 
	 	Name:	 
	 	Title:	 



 






    Exhibit G-4


     


    

 


Annex B


 


Schedule 6.05


 


Dispositions


 


1. Proposed redemption of one or more of the Company or its
Subsidiaries’ corporation owned life insurance policies to the extent such amounts are held in trust for the payment of
employee benefits.


 


2. Disposition of real property owned by the Company in Junction
City, Oregon.