Exhibit 10.1

Execution Version

FLORIDA DOCUMENTARY STAMP TAXES IN THE AMOUNT OF $2,450.00 HAVE BEEN OR WILL BE PAID DIRECTLY TO THE FLORIDA DEPARTMENT OF REVENUE.

AMENDMENT NUMBER THREE TO CREDIT AGREEMENT

THIS AMENDMENT NUMBER THREE TO CREDIT AGREEMENT (this “Amendment No. 3”), dated as of September 23, 2020, is entered into by and among GACP FINANCE CO., LLC (“GACP”), in its capacity as administrative agent for each of the Lenders (in such capacity, “Agent”), FRANCHISE GROUP NEW HOLDCO, LLC, a Delaware limited liability company (“Global Parent”), FRANCHISE GROUP INTERMEDIATE HOLDCO, LLC, a Delaware limited liability company (“Lead Borrower”), AMERICAN FREIGHT GROUP, LLC, a Delaware limited liability company (“AFG”), certain other Subsidiaries of Lead Borrower party hereto as Borrowers (together with Lead Borrower and AFG, each individually and collectively, jointly and severally, “Borrower”), the other Loan Parties party hereto and the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, each individually, a “Lender”, and collectively, the “Lenders”), and in light of the following:

W I T N E S S E T H

WHEREAS, Global Parent, Borrower, Lenders, the other Loan Parties and Agent are parties to that certain Credit Agreement, dated as of February 14, 2020 (as amended by that certain Amendment Number One to Credit Agreement, dated as of March 13, 2020, and that certain Limited Waiver, Joinder and Amendment Number Two to Credit Agreement, dated as of May 1, 2020, the “Existing Credit Agreement”, and the Existing Credit Agreement as amended by this Amendment No. 3, the “Credit Agreement”);

WHEREAS, Borrower has requested that Agent and the Required Lenders make certain amendments to the Existing Credit Agreement, including with respect to the ABL Credit Agreement;

WHEREAS, the Required Lenders authorize Agent’s and Collateral Agent’s entry into the Intercreditor Agreement with the ABL Agent to set forth the respective rights of the Agent and Collateral Agent, on one hand, and the ABL Agent, on the other hand, in relation to the Collateral; and

WHEREAS, upon the terms and conditions set forth herein, Agent and the Required Lenders are willing to make certain amendments to the Existing Credit Agreement on the terms set forth herein.

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

1.                   Defined Terms. All initially capitalized terms used herein (including the preamble and recitals hereof) without definition shall have the meanings ascribed thereto in Section 1.01 of the Credit Agreement.

2.                   Amendments to Existing Credit Agreement. Subject to the satisfaction (or waiver in writing by the Required Lenders) of the conditions precedent set forth in Section 3 hereof, the Existing Credit Agreement shall be amended to reflect the changes which are attached as Annex A hereto, such that on the Amendment Effective Date (as defined below) the terms set forth in Annex A hereto which appear in bold and double underlined text (inserted text) shall be added to the Existing Credit Agreement and the terms appearing as text which is stricken (deleted text) shall be deleted from the Existing Credit Agreement.

3.                   Conditions Precedent to Amendment. The satisfaction (or waiver in writing by Agent and Required Lenders) of each of the following shall constitute conditions precedent to the effectiveness of this Amendment No. 3 (such date being the “Amendment Effective Date”):

(a)                Agent shall have received this Amendment No. 3, duly executed by the Borrowers and their subsidiaries party hereto and by the Required Lenders, and the same shall be in full force and effect.

(b)                Agent shall have received a fully executed and effective ABL Credit Agreement (as defined in Annex A) in form and substance reasonably satisfactory to each Agent with commitments thereunder of at least $125,000,000.

(c)                Agent shall have received a fully executed and effective Intercreditor Agreement (as defined in Annex A) in form and substance reasonably satisfactory to each Agent and the Required Lenders.

(d)                After giving effect to this Amendment No. 3, with respect to Global Parent and its Subsidiaries, the representations and warranties contained herein, in the Credit Agreement, and in the other Loan Documents, in each case, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties are true and correct in all respects subject to such qualification) on and as of the date hereof, to the same extent as though made on and as of the date hereof, except to the extent that such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date.

(e)                No event has occurred and is continuing or would result from the consummation of the transactions contemplated herein that would constitute a Default or Event of Default.

(f)                 Lead Borrower shall pay substantially concurrently with the closing of the transactions evidenced by this Amendment No. 3, all fees, costs, expenses and taxes then payable pursuant to the Credit Agreement and Section 4 of this Amendment No. 3.

(g)                On the Amendment Effective Date, Agent shall have received a solvency certificate of the chief executive officer, chief operating officer or chief financial officer of the Lead Borrower substantially in the form of Exhibit F-2 of the Credit Agreement, amended to be relevant to the transactions contemplated in the ABL Credit Agreement, dated as of the Amendment Effective Date and addressed to the Agent and Lenders.

4.                   Payment of Costs and Fees. Lead Borrower shall pay to Agent and each Lender all expenses required to be paid pursuant to Section 10.02 of the Credit Agreement in connection with the preparation, negotiation, execution and delivery of this Amendment No. 3 and any documents and instruments relating hereto.

5.                   APPLICABLE LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL PROVISIONS. THIS AMENDMENT NO. 3 SHALL BE SUBJECT TO THE PROVISIONS REGARDING APPLICABLE LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL SET FORTH IN SECTIONS 10.14, 10.15 AND 10.16 OF THE CREDIT AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.

6.                   Representations and Warranties. Each Loan Party, jointly and severally, hereby:

7.                   Amendments. This Amendment No. 3 cannot be altered, amended, changed or modified in any respect except in accordance with Section 10.05 of the Credit Agreement.

8.                   Counterpart Execution. This Amendment No. 3 may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Amendment. The words “execution,” signed,” “signature,” and words of like import in this Amendment No. 3 or in any other certificate, agreement or document related to this Amendment No. 3 or any other Loan Documents shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

9.                   Effect on Loan Documents.

(a)                The Credit Agreement, as amended hereby, and each of the other Loan Documents shall be and remain in full force and effect in accordance with their respective terms and hereby are ratified and confirmed in all respects. The execution, delivery, and performance of this Amendment No. 3 shall not operate, except as expressly set forth herein, as a modification or waiver of any right, power, or remedy of Agent or any Lender under the Credit Agreement or any other Loan Document. Except for the amendments to the Credit Agreement expressly set forth herein, the Credit Agreement and the other Loan Documents shall remain unchanged and in full force and effect. The waivers, consents and modifications set forth herein, if any, are limited to the specifics hereof (including facts or occurrences on which the same are based), shall not apply with respect to any facts or occurrences other than those on which the same are based, shall neither excuse any future non-compliance with the Loan Documents nor operate as a waiver of any Default or Event of Default, shall not operate as a consent to any further waiver, consent or amendment or other matter under the Loan Documents, and shall not be construed as an indication that any future waiver or amendment of covenants or any other provision of the Credit Agreement will be agreed to, it being understood that the granting or denying of any waiver or amendment which may hereafter be requested by Borrower remains in the sole and absolute discretion of Agent and Lenders. To the extent that any terms or provisions of this Amendment No. 3 conflict with those of the Credit Agreement or the other Loan Documents, the terms and provisions of this Amendment No. 3 shall control.

(b)                Upon and after the effectiveness of this Amendment No. 3, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “herein”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “therein”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified and amended hereby. Upon and after the effectiveness of this Amendment No. 3, each reference in the Intercreditor Agreement to in the Credit Agreement, and each reference in the other Loan Documents to “the Intercreditor Agreement”, “thereunder”, “therein”, “thereof” or words of like import referring to the Intercreditor Agreement, shall mean and be a reference to the Intercreditor Agreement as in effect on the Amendment No. 3 Effective Date.

(c)                To the extent that any of the terms and conditions in any of the Loan Documents shall contradict or be in conflict with any of the terms or conditions of the Credit Agreement, after giving effect to this Amendment No. 3, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the Credit Agreement as modified or amended hereby.

(d)                This Amendment No. 3 is a Loan Document.

(e)                Unless the context of this Amendment No. 3 clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Amendment No. 3 refer to this Amendment No. 3 as a whole and not to any particular provision of this Amendment No. 3. Section, subsection, clause, schedule, and exhibit references herein are to this Amendment No. 3 unless otherwise specified. Any reference in this Amendment No. 3 to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein) Any reference herein to the Obligations shall (i) mean “Obligations” as defined in the Credit Agreement (including any expenses, fees or interest that accrue after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding) and (ii) include all or any portion thereof and any extensions, modifications, renewals, or alterations thereof, both prior and subsequent to any Insolvency Proceeding.

10.               Entire Agreement. This Amendment No. 3, and the terms and provisions hereof, the Credit Agreement and the other Loan Documents constitute the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersede any and all prior or contemporaneous amendments or understandings with respect to the subject matter hereof, whether express or implied, oral or written.

11.               Integration. This Amendment No. 3, together with the other Loan Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

12.               Reaffirmation of Obligations. Each Loan Party hereby (a) acknowledges and reaffirms its obligations owing to Agent and each Lender under each Loan Document to which it is a party (including, in respect of Global Parent, its Guaranty of the Obligations), and (b) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect. Each Loan Party hereby (i) further ratifies and reaffirms the validity and enforceability of all of the Liens and security interests heretofore granted, pursuant to and in connection with the Security Agreement or any other Loan Document to Collateral Agent, on behalf and for the benefit of each Secured Party, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and (ii) acknowledges that all of such Liens and security interests, and all Collateral heretofore pledged as security for such obligations, continue to be and remain collateral for such obligations from and after the date hereof (including, without limitation, from after giving effect to this Amendment No. 3).

13.               Severability. In case any provision in this Amendment No. 3 shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Amendment No. 3 and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

14.               Intercreditor Agreement. Without limiting the authority granted to Agent and Collateral Agent under Section 10.23 of the Credit Agreement, each undersigned Lender, collectively comprising the Required Lenders hereby authorizes and directs each of Agent and Collateral Agent to enter into the Intercreditor Agreement attached hereto as Exhibit A and agrees that each of Agent and Collateral Agent may take such actions as is contemplated by the terms of the Intercreditor Agreement.

[Signature pages follow]

IN WITNESS WHEREOF, the parties have entered into this Amendment Number Three as of the date first above written.

Exhibit 10.2

[FLORIDA DOCUMENTARY STAMP TAXES IN THE AMOUNT OF $2,450.00 HAVE BEEN OR WILL BE PAID DIRECTLY TO THE FLORIDA DEPARTMENT OF REVENUE.]

AMENDMENT NUMBER FOUR TO CREDIT AGREEMENT

THIS AMENDMENT NUMBER FOUR TO CREDIT AGREEMENT (this “Amendment No. 4”), dated as of September 25, 2020, is entered into by and among GACP FINANCE CO., LLC (“GACP”), in its capacity as administrative agent for each of the Lenders (in such capacity, “Agent”), FRANCHISE GROUP NEW HOLDCO, LLC, a Delaware limited liability company (“Global Parent”), FRANCHISE GROUP INTERMEDIATE HOLDCO, LLC, a Delaware limited liability company (“Lead Borrower”), AMERICAN FREIGHT GROUP, LLC, a Delaware limited liability company (“AFG”), certain other Subsidiaries of Lead Borrower party hereto as Borrowers (together with Lead Borrower and AFG, each individually and collectively, jointly and severally, “Borrower”), the other Loan Parties party hereto and the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, each individually, a “Lender”, and collectively, the “Lenders”), and in light of the following:

W I T N E S S E T H

WHEREAS, Global Parent, Borrower, Lenders, the other Loan Parties and Agent are parties to that certain Credit Agreement, dated as of February 14, 2020 (as amended by that certain Amendment Number One to Credit Agreement, dated as of March 13, 2020, that certain Limited Waiver, Joinder and Amendment Number Two to Credit Agreement, dated as of May 1, 2020, that Amendment Number Three to Credit Agreement, dated as of September 23, 2020, the “Existing Credit Agreement”, and the Existing Credit Agreement as amended by this Amendment No. 4, the “Credit Agreement”);

WHEREAS, Required Lenders authorized Agent and Collateral Agent to, and Agent and Collateral Agent did, enter into the Intercreditor Agreement on the Amendment No. 3 Effective Date;

WHEREAS, Borrower has requested that Agent and each of the Lenders make certain amendments to the Existing Credit Agreement; and

WHEREAS, upon the terms and conditions set forth herein, Agent and the Required Lenders are willing to make certain amendments to the Existing Credit Agreement on the terms set forth herein.

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

1.            Defined Terms. All initially capitalized terms used herein (including the preamble and recitals hereof) without definition shall have the meanings ascribed thereto in Section 1.01 of the Credit Agreement.

2.            Amendments to Existing Credit Agreement. Subject to the satisfaction (or waiver in writing by all of the Lenders) of the conditions precedent set forth in Section 3 hereof, the Existing Credit Agreement shall be amended to reflect the changes which are attached as Annex A hereto, such that on the Amendment Effective Date (as defined below) the terms set forth in Annex A hereto which appear in bold and double underlined text (inserted text) shall be added to the Existing Credit Agreement and the terms appearing as text which is stricken (deleted text) shall be deleted from the Existing Credit Agreement.

3.            Conditions Precedent to Amendment. The satisfaction (or waiver in writing by Agent and all of the Lenders) of each of the following shall constitute conditions precedent to the effectiveness of this Amendment No. 4 (such date being the “Amendment Effective Date”):

(a)                Agent shall have received this Amendment No. 4, duly executed by the Borrowers and their subsidiaries party hereto and by each of the Lenders, and the same shall be in full force and effect.

(b)                After giving effect to this Amendment No. 4, with respect to Global Parent and its Subsidiaries, the representations and warranties contained herein, in the Credit Agreement, and in the other Loan Documents, in each case, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties are true and correct in all respects subject to such qualification) on and as of the date hereof, to the same extent as though made on and as of the date hereof, except to the extent that such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date.

(c)                No event has occurred and is continuing or would result from the consummation of the transactions contemplated herein that would constitute a Default or Event of Default.

(d)                Lead Borrower shall pay substantially concurrently with the closing of the transactions evidenced by this Amendment No. 4, all fees, costs, expenses and taxes then payable pursuant to the Credit Agreement and Section 4 of this Amendment No. 4.

4.            Payment of Costs and Fees. Lead Borrower shall pay to Agent and each Lender all expenses required to be paid pursuant to Section 10.02 of the Credit Agreement in connection with the preparation, negotiation, execution and delivery of this Amendment No. 4 and any documents and instruments relating hereto.

5.            APPLICABLE LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL PROVISIONS. THIS AMENDMENT NO. 4 SHALL BE SUBJECT TO THE PROVISIONS REGARDING APPLICABLE LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL SET FORTH IN SECTIONS 10.14, 10.15 AND 10.16 OF THE CREDIT AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.

6.            Representations and Warranties. Each Loan Party, jointly and severally, hereby:

7.            Amendments. This Amendment No. 4 cannot be altered, amended, changed or modified in any respect except in accordance with Section 10.05 of the Credit Agreement.

8.            Counterpart Execution. This Amendment No. 4 may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Amendment. The words “execution,” signed,” “signature,” and words of like import in this Amendment No. 4 or in any other certificate, agreement or document related to this Amendment No. 4 or any other Loan Documents shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

9.            Effect on Loan Documents.

(a)                The Credit Agreement, as amended hereby, and each of the other Loan Documents shall be and remain in full force and effect in accordance with their respective terms and hereby are ratified and confirmed in all respects. The execution, delivery, and performance of this Amendment No. 4 shall not operate, except as expressly set forth herein, as a modification or waiver of any right, power, or remedy of Agent or any Lender under the Credit Agreement or any other Loan Document. Except for the amendments to the Credit Agreement expressly set forth herein, the Credit Agreement and the other Loan Documents shall remain unchanged and in full force and effect. The waivers, consents and modifications set forth herein, if any, are limited to the specifics hereof (including facts or occurrences on which the same are based), shall not apply with respect to any facts or occurrences other than those on which the same are based, shall neither excuse any future non-compliance with the Loan Documents nor operate as a waiver of any Default or Event of Default, shall not operate as a consent to any further waiver, consent or amendment or other matter under the Loan Documents, and shall not be construed as an indication that any future waiver or amendment of covenants or any other provision of the Credit Agreement will be agreed to, it being understood that the granting or denying of any waiver or amendment which may hereafter be requested by Borrower remains in the sole and absolute discretion of Agent and Lenders. To the extent that any terms or provisions of this Amendment No. 4 conflict with those of the Credit Agreement or the other Loan Documents, the terms and provisions of this Amendment No. 4 shall control.

(b)                Upon and after the effectiveness of this Amendment No. 4, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “herein”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “therein”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified and amended hereby.

(c)                To the extent that any of the terms and conditions in any of the Loan Documents shall contradict or be in conflict with any of the terms or conditions of the Credit Agreement, after giving effect to this Amendment No. 4, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the Credit Agreement as modified or amended hereby.

(d)                This Amendment No. 4 is a Loan Document.

(e)                Unless the context of this Amendment No. 4 clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Amendment No. 4 refer to this Amendment No. 4 as a whole and not to any particular provision of this Amendment No. 4. Section, subsection, clause, schedule, and exhibit references herein are to this Amendment No. 4 unless otherwise specified. Any reference in this Amendment No. 4 to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein) Any reference herein to the Obligations shall (i) mean “Obligations” as defined in the Credit Agreement (including any expenses, fees or interest that accrue after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding) and (ii) include all or any portion thereof and any extensions, modifications, renewals, or alterations thereof, both prior and subsequent to any Insolvency Proceeding.

10.          Entire Agreement. This Amendment No. 4, and the terms and provisions hereof, the Credit Agreement and the other Loan Documents constitute the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersede any and all prior or contemporaneous amendments or understandings with respect to the subject matter hereof, whether express or implied, oral or written.

11.          Integration. This Amendment No. 4, together with the other Loan Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

12.          Reaffirmation of Obligations. Each Loan Party hereby (a) acknowledges and reaffirms its obligations owing to Agent and each Lender under each Loan Document to which it is a party (including, in respect of Global Parent, its Guaranty of the Obligations), and (b) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect. Each Loan Party hereby (i) further ratifies and reaffirms the validity and enforceability of all of the Liens and security interests heretofore granted, pursuant to and in connection with the Security Agreement or any other Loan Document to Collateral Agent, on behalf and for the benefit of each Secured Party, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and (ii) acknowledges that all of such Liens and security interests, and all Collateral heretofore pledged as security for such obligations, continue to be and remain collateral for such obligations from and after the date hereof (including, without limitation, from after giving effect to this Amendment No. 4).

13.          Severability. In case any provision in this Amendment No. 4 shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Amendment No. 4 and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

14.          Consent to Intercreditor Agreement. Each undersigned Lender, collectively comprising all Lenders, hereby (i) confirms that it has reviewed the terms of the Intercreditor Agreement and (ii) acknowledges and consents to the terms of the Intercreditor Agreement for all purposes on the terms set forth therein.

[Signature pages follow]

IN WITNESS WHEREOF, the parties have entered into this Amendment Number Four as of the date first above written.

[Signature Page to Amendment Number Four to Credit Agreement]

Exhibit 10.3

EXECUTION

ABL CREDIT AGREEMENT

dated as of September 23, 2020

by and among

FRANCHISE GROUP NEW HOLDCO, LLC,
as Global Parent,

FRANCHISE GROUP INTERMEDIATE HOLDCO, LLC,
as Lead Borrower,

certain Subsidiaries of Lead Borrower from time to time party hereto as Borrowers,

certain Subsidiaries of Lead Borrower from time to time party hereto as Guarantors,

the Lenders from time to time party hereto, and

CITIZENS BANK, N.A.,
as Administrative Agent

CITIZENS BANK, N.A.,
as Sole Lead Arranger and Sole Bookrunner

Page

ABL CREDIT AGREEMENT

This ABL CREDIT AGREEMENT, dated as of September 23, 2020, by and among FRANCHISE GROUP INTERMEDIATE HOLDCO, LLC, a Delaware limited liability company (“Lead Borrower”), as a Borrower, certain other Subsidiaries of Lead Borrower from time to time party hereto as Borrowers, FRANCHISE GROUP NEW HOLDCO, LLC, a Delaware limited liability company (“Global Parent”), as a Guarantor, certain Subsidiaries of Lead Borrower from time to time party hereto as Guarantors, the lenders from time to time party hereto (each, a “Lender,” as that term is hereinafter further defined), and CITIZENS BANK, N.A. (“Citizens Bank”), as administrative agent and collateral agent for each of the Lenders (in such capacities, together with its successors and assigns in such capacities, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, capitalized terms used in these recitals shall have the respective meanings set forth for such terms in Section 1.01 hereof;

WHEREAS, Lenders have agreed to extend a senior secured, asset based revolving credit facility to Borrowers in the maximum aggregate principal amount of $125,000,000, the proceeds of which will be used as described in Section 4.35.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.01            Definitions. As used in this Agreement, the following terms shall have the following definitions:

“A Team” means A Team Sales, LLC, a Delaware limited liability company.

“A Team Secured Note” means that certain Amended and Restated Secured Promissory Note, dated May 18, 2020, with respect to the Promissory Note originally dated October 23, 2019, between A Team and Franchise Group Newco S, LLC, as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“ABL Fixed Charge Coverage Ratio” means, for any period, the ratio of (a) the result of (i) the Consolidated EBITDA of the ABL Loan Parties and ABL Subsidiaries for such period, plus (ii) net cash received from A Team and its Subsidiaries and utilized to repay or prepay Indebtedness during such period, minus (iii) the aggregate amount of all Consolidated Capital Expenditures of the ABL Loan Parties and ABL Subsidiaries made in cash during such period (except to the extent financed with the proceeds of Indebtedness (other than a Revolving Borrowing)), minus (iv) federal, state, local and foreign income and franchise taxes paid in cash during such period by the ABL Loan Parties and ABL Subsidiaries and (without duplication) all Permitted Tax Payments paid in cash during such period by the ABL Loan Parties and ABL Subsidiaries (net of cash refunds of such Taxes received during such period), to (b) the sum of (A) ABL Fixed Charges for such period plus (B) Restricted Junior Payments made in cash during such period by the ABL Loan Parties and ABL Subsidiaries to Persons other than the ABL Loan Parties and ABL Subsidiaries. For avoidance of doubt, each reference in this definition to the ABL Loan Parties and ABL Subsidiaries, including on a consolidated basis, shall be deemed to exclude the Non-ABL Loan Parties and Non-ABL Subsidiaries.

“ABL Fixed Charges” means, for any period, the sum, without duplication, of each of the following with respect to the ABL Loan Parties and ABL Subsidiaries, determined on a consolidated basis in accordance with GAAP (excluding, for avoidance of doubt, the Non-ABL Loan Parties and Non-ABL Subsidiaries): (a) Consolidated Interest Expense paid in cash for such period, plus (b) the aggregate of all scheduled principal amounts that become payable during such period in respect of Consolidated Total Debt (including the principal portion of Capital Leases).

“ABL Loan Party” means each of (a) Lead Borrower and (b) each Loan Party included in the following groups: (i) AF Holdings and its Subsidiaries and (ii) Buddy Top Parent and its Subsidiaries.

“ABL Priority Collateral” shall have the meaning ascribed to such term in the Intercreditor Agreement.

“ABL Subsidiary” means each Subsidiary of AF Holdings or Buddy Top Parent.

“ABR Borrowing” means, as to any Borrowing, the ABR Loans comprising such Borrowing.

“ABR Loan” means a Loan (other than a Swingline Loan) bearing interest based on the Alternate Base Rate.

“Accounts” means all “accounts” (as defined in the UCC) of the Loan Parties (or, if referring to another Person, of such Person), including, without limitation, accounts, accounts receivable, monies due or to become due, and obligations in any form (whether arising in connection with contracts, contract rights, instruments, general intangibles, or chattel paper), in each case whether arising out of goods sold or services rendered or from any other transaction and whether or not earned by performance, now or hereafter in existence, and all documents of title or other documents representing any of the foregoing, and all collateral security and guaranties of any kind, now or hereafter in existence, given by any Person with respect to any of the foregoing.

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

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

“Acquired EBITDA” means, with respect to any Acquired Entity or Business for any period, the historical Consolidated EBITDA of such Acquired Entity or Business for such period as certified by an Authorized Officer of the Lead Borrower, which historical Consolidated EBITDA shall be calculated in a manner consistent with the definition of Consolidated EBITDA herein and to be based on financial statements for such Acquired Entity or Business prepared in accordance with GAAP (subject to the absence of footnote disclosures and year-end audit adjustments with respect to financial statements that are not annual audited financial statements), provided that when such Acquired EBITDA is included in Consolidated EBITDA it shall be on a Pro Forma Basis.

“Acquired Entity or Business” means, for any period, any Person, property, business or asset acquired in a Permitted Acquisition, to the extent not subsequently sold, transferred or otherwise disposed of during such period.

“Acquisition” means the acquisition and merger contemplated under the Acquisition Agreement, which was consummated on or about February 14, 2020.

“Acquisition Agreement” means that certain Agreement and Plan of Merger, dated as of December 28, 2019, by and among American Freight Group, LLC (f/k/a American Freight Group, Inc.), a Delaware limited liability company, AF Holdings, Franchise Group Merger Sub AF, Inc., a Delaware corporation, and The Jordan Company, L.P., a Delaware limited partnership, as Representative.

“Adjusted LIBOR Rate” means, with respect to any LIBOR Borrowing for any Interest Period, an interest rate per annum equal to the LIBOR Rate in effect for such Interest Period multiplied by the Statutory Reserve Rate; provided, however, that the Adjusted LIBOR Rate shall at no time be less than 1.00% per annum.

“Administrative Agent” has the meaning specified in the preamble hereto.

“Administrative Agent’s Payment Office” means the Administrative Agent’s office located at Boston, Massachusetts, or such other office as to which the Administrative Agent may from time to time notify the Lead Borrower and the Lenders.

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

“Adverse Proceeding” means any action, suit, proceeding (whether administrative, judicial, or otherwise), governmental investigation, or arbitration (whether or not purportedly on behalf of any Loan Party or any of its Subsidiaries (excluding the Excluded Entities)) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Actions) or other regulatory body or any mediator or arbitrator, whether pending or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party or any of its Subsidiaries (excluding the Excluded Entities) or any property of any Loan Party or any of its Subsidiaries (excluding the Excluded Entities).

“AF Holdings” means Franchise Group Newco Intermediate AF, LLC, a Delaware limited liability company.

“Affiliate” means, as applied to any Person, any other Person who controls, is controlled by, or is under common control with such Person. For purposes of this definition, “control” means the possession, directly or indirectly through one or more intermediaries, of the power to direct the management and policies of a Person, whether through the ownership of Capital Stock, by contract, or otherwise; provided, that for purposes of Section 6.12 of this Agreement: (a) any Person which owns directly or indirectly 30% or more of the Capital Stock having ordinary voting power for the election of directors or other members of the governing body of a Person or 30% or more of the partnership or other ownership interests of a Person (other than as a limited partner of such Person) shall be deemed an Affiliate of such Person, (b) each director (or comparable manager) of a Person shall be deemed to be an Affiliate of such Person, (c) each partnership in which a Person is a general partner shall be deemed an Affiliate of such Person and (d) each Permitted Holder and each of its employees, directors, officers and other Affiliates shall be deemed an Affiliate of the Loan Parties. Without limiting the foregoing, Ultimate Parent and any Subsidiary of Ultimate Parent that is not a Loan Party shall be considered Affiliates of the Loan Parties for purposes of this Agreement. Notwithstanding anything herein to the contrary, in no event shall the Administrative Agent or any Lender be considered an “Affiliate” of any Loan Party. “Affiliated” shall have a meaning correlative to the foregoing.

“Agent Parties” has the meaning specified in Section 10.01(b)(iii).

“Aggregate Payments” has the meaning specified in Section 7.02.

“Agreement” means this ABL Credit Agreement and any annexes, exhibits, and schedules attached hereto as it may be amended, supplemented, or otherwise modified from time to 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 Federal Funds Effective Rate in effect on such day plus 0.50% per annum and (c) the Daily LIBOR Rate on such day plus 1.00% per annum, provided that the Alternate Base Rate shall at no time be less than 1.00% per annum. If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate or the Daily LIBOR Rate for any reason, including the inability of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition of the term Federal Funds Effective Rate, the Alternate Base Rate shall be determined without regard to clause (b) or (c), as applicable, of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Daily LIBOR Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Daily LIBOR Rate, respectively.

“Anti-corruption Laws” means the Foreign Corrupt Practices Act, and all other applicable laws concerning or relating to bribery, money laundering or corruption.

“Applicable Lending Office” means for any Lender, such Lender’s office, branch or affiliate designated for LIBOR Loans, ABR Loans, Swingline Loans or Letters of Credit or participations therein, as applicable, as notified to the Administrative Agent, any of which offices may be changed by such Lender.

“Applicable Margin” means, during the applicable periods set forth below, in the case of (i) ABR Borrowings and Swingline Loans, the percentage set forth in the following table under the heading “ABR Margin”, and (ii) LIBOR Borrowings and L/C Participation Fees, the percentage set forth in the following table under the heading “LIBOR Margin”:

The Applicable Margin shall be determined and adjusted quarterly on the date (each a “Margin Determination Date”) that is five (5) Business Days after receipt by the Administrative Agent of the Compliance Certificate pursuant to Section 5.01(d) for the most recently ended Fiscal Quarter of the Lead Borrower, by reference to the Total Leverage Ratio as of the last day of such Fiscal Quarter; provided that (a) the Applicable Margin shall be based on Pricing Level I until the Margin Determination Date for the first full Fiscal Quarter ending after the Closing Date, (b) if the Borrower fails to deliver the Compliance Certificate as required by Section 5.01(d) for the most recently ended Fiscal Quarter preceding the applicable Margin Determination Date, the Applicable Margin from such Margin Determination Date shall be based on Pricing Level I until the fifth Business Day after an appropriate Compliance Certificate is delivered, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended Fiscal Quarter of the Lead Borrower preceding such Margin Determination Date. The Applicable Margin shall be effective from one Margin Determination Date until the next Margin Determination Date. Any adjustment in the Applicable Margin shall be applicable to all Credit Extensions then existing or subsequently made during the applicable period for which the relevant Applicable Margin applies. Notwithstanding the foregoing, in the event that any financial statement delivered pursuant to Section 5.01 or any Compliance Certificate delivered pursuant to Section 5.01(d) is inaccurate (regardless of whether (i) this Agreement is in effect, (ii) any of the Commitments are in effect, or (iii) any Loans or Letters of Credit are outstanding when such inaccuracy is discovered or such financial statement or Compliance Certificate was delivered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (A) the Borrower shall immediately deliver to the Administrative Agent a corrected Compliance Certificate for such Applicable Period, (B) the Applicable Margin for such Applicable Period shall be determined as if the Total Leverage Ratio in the corrected Compliance Certificate were applicable for such Applicable Period, and (C) the Borrower shall immediately pay to the Administrative Agent the accrued additional interest and fees owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with Section 2.09. Nothing in this paragraph shall limit the rights of the Administrative Agent and Lenders with respect to Section 2.13 and Section 8.01.

“Applicable Percentage” means, at any time (a) with respect to any Lender with a Revolving Commitment, the percentage equal to a fraction the numerator of which is the amount of such Lender’s Revolving Commitment and the denominator of which is the aggregate amount of all Revolving Commitments of all Lenders (provided that if the Revolving Commitments have terminated or expired, the Applicable Percentages of the Lenders under the Revolving Facility shall be determined based upon the Revolving Exposure at such time of the determination pursuant to clause (b) below) and (b) with respect to the Loans of any Class, a percentage equal to a fraction the numerator of which is such Lender’s Outstanding Amount of the Loans of such Class and the denominator of which is the aggregate Outstanding Amount of all Loans of such Class.

“Appropriate Lenders” means, at any time, (a) with respect to the Revolving Facility, the Revolving Lenders, (b) with respect to any Letters of Credit, the L/C Issuers and the Revolving Lenders, and (c) with respect to any Swingline Loans, the Swingline Lender and the Revolving Lenders.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Asset Sale” means a sale, lease, or sub lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, transfer, license, or other disposition to (other than (i) by an ABL Loan Party or ABL Subsidiary to an ABL Loan Party (other than Lead Borrower) or (ii) by a Non-ABL Loan Party or Non-ABL Subsidiary to a Loan Party), or any exchange of property with, any Person, in one transaction or a series of transactions, of all or any part of any Loan Party’s or any of its Subsidiaries’ businesses, assets, or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, including, without limitation, the Capital Stock of any Loan Party (other than Global Parent to the extent the issuance of such Capital Stock does not result in a Change of Control), other than inventory (or other assets) sold or consigned in the ordinary course of business, licensed in the ordinary course of business or leased in the ordinary course of business. For purposes of clarification, “Asset Sale” shall include (a) the sale or other disposition for value of any contracts, (b) any sale of merchant accounts (or any rights thereto, including, without limitation, any rights to any residual payment stream with respect thereto) by any Loan Party or any of its Subsidiaries, and (c) licenses of patents, trademarks, and other intellectual property rights granted by any Loan Party or any of its Subsidiaries.

“Assignment Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit D, with such amendments or modifications as may be approved by Administrative Agent.

“Authorized Officer” means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief executive officer, chief operating officer, secretary, president, or one of its vice presidents (or the equivalent thereof, including, without limitation, senior vice presidents and executive vice presidents), and such Person’s chief financial officer or treasurer. Any document delivered hereunder that is signed by an Authorized Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party, and such Authorized Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Auto-Renewal Letter of Credit” has the meaning assigned to such term in Section 2.04(b)(iii).

“Availability” means, at any time, the Line Cap at such time less the amount of the Total Revolving Outstandings at such time.

“Availability Period” means, with respect to the Revolving Facility, the period from and including the Closing Date to but excluding the earlier of the Maturity Date and, if different, the date of the termination of the Revolving Commitments in accordance with the provisions of this Agreement.

“Back-to-Back Letter of Credit” means a letter of credit, in form and substance reasonably satisfactory to the applicable L/C Issuer and issued by an issuer reasonably satisfactory to such L/C Issuer.

“Backstopped” means, in respect of any Letter of Credit that remains outstanding on the applicable date, that the applicable L/C Issuer shall have received (a) a Back-to-Back Letter of Credit and/or (b) cash or Cash Equivalents, provided that (i) the sum of the maximum drawable amount of such Back-to-Back Letter of Credit plus the amount of such cash and Cash Equivalents shall not be less than the Minimum Collateral Amount of the maximum drawable amount of such Letter of Credit, (ii) the arrangements with respect to such cash, Cash Equivalents and drawings on any Back-to-Back Letter of Credit allow the applicable L/C Issuer to apply the same to reimburse itself with respect to drawings on, and other sums owing with respect to, such Letter of Credit, and (iii) the requirements under clauses (i) and (ii) of this defined term are in all respects satisfactory to the applicable L/C Issuer.

“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.

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

“Benchmark Replacement” means the sum of: (a) the alternate benchmark rate (which may include Term SOFR or another rate based on SOFR) that has been selected by the Administrative Agent and Lead Borrower giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to the LIBOR Rate for U.S. dollar-denominated syndicated credit facilities and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than 1.00%, the Benchmark Replacement will be deemed to be 1.00% for the purposes of this Agreement.

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

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

“Benchmark Replacement Date” means the earlier to occur of the following events with respect to the LIBOR Rate:

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the LIBOR Rate permanently or indefinitely ceases to provide the LIBOR Rate; or

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

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the LIBOR Rate:

(1) a public statement or publication of information by or on behalf of the administrator of the LIBOR Rate announcing that such administrator has ceased or will cease to provide the LIBOR Rate, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBOR Rate;

(2) a public statement or publication of information by the regulatory supervisor for the administrator of the LIBOR Rate, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for the LIBOR Rate, a resolution authority with jurisdiction over the administrator for the LIBOR Rate or a court or an entity with similar insolvency or resolution authority over the administrator for the LIBOR Rate, which states that the administrator of the LIBOR Rate has ceased or will cease to provide the LIBOR Rate permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBOR Rate; or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of the LIBOR Rate or a Governmental Authority having jurisdiction over the Administrative Agent in effect announcing that the LIBOR Rate is no longer representative.

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

“Benchmark Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the LIBOR Rate and solely to the extent that the LIBOR Rate has not been replaced with a Benchmark Replacement, the period (x) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the LIBOR Rate for all purposes hereunder in accordance with Section 2.15(b) and (y) ending at the time that a Benchmark Replacement has replaced the LIBOR Rate for all purposes hereunder pursuant to Section 2.15(b).

“Beneficial Ownership Certification” means, with respect to the Borrowers, one or more certifications regarding beneficial ownership as required by the Beneficial Ownership Regulation, which certifications shall be substantially in the form provided by Administrative Agent or such other form satisfactory to the Administrative Agent.

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