LIST OF EXHIBITS AND SCHEDULES

LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY AGREEMENT (this “ Agreement ”) is dated as of July 16, 2019, among INNERWORKINGS, INC. , a Delaware corporation (the “Company”), EYELEVEL, INC ., an Oregon corporation (“ Eyelevel ”, and together the Company, (the “ US Borrowers ”), INNERWORKINGS EUROPE LIMITED , a limited liability company incorporated in England and Wales with company number 01845737 (“ INWK Europe ”), PROFESSIONAL PACKAGING SERVICES LTD. , a limited liability company incorporated in England and Wales with company number 01567813 (“ PPS ” and together with INWK Europe, collectively, “ UK Borrowers ” and together with the US Borrowers, collectively, the “ Borrowers ”), INNERWORKINGS CANADA, INC. , an Ontario corporation (“ InnerWorkings Canada ”), as a Guarantor, INNERWORKINGS EMEA HOLDINGS LP , a limited partnership formed under the laws of England and Wales with company number LP014693 acting by its general partner INWK Holdings, LLC (" EMEA Holdings "), the other Guarantors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as Lenders, and BANK OF AMERICA, N.A. , a national banking association (“ Bank of America ”), as agent, collateral agent and security trustee for the Lenders (in such capacity, together with its successors and assigns in such capacity, “ Agent ”).

R E C I T A L S :

Borrowers have requested that Lenders provide a revolving credit facility to Borrowers to finance their mutual and collective business enterprise. Lenders are willing to provide the credit facility on the terms and conditions set forth in this Agreement.

NOW, THEREFORE , for valuable consideration hereby acknowledged, the parties agree as follows:

SECTION 1. DEFINITIONS; RULES OF CONSTRUCTION

1.1      Definitions . As used herein, the following terms have the meanings set forth below:

ABL Borrowing Base : the US Borrowing Base or the UK Borrowing Base, or both, as the context may indicate.

ABL Borrowing Base Report : a US Borrowing Base Report or a UK Borrowing Base Report, or both, as the context may indicate.

ABL Priority Collateral : as defined in the Intercreditor Agreement.

Acquisition : a transaction or series of transactions resulting in (a) acquisition of a business, division or substantially all assets of a Person; (b) record or beneficial ownership of 50% or more of the Equity Interests of a Person; or (c) merger, amalgamation, consolidation or combination of a Borrower or Subsidiary with another Person.

Affiliate : with respect to a specified Person, any other Person that directly, or indirectly through intermediaries, Controls, is Controlled by or is under common Control with the specified Person; provided , that, for purposes of Section 10.2.16 and Section 14.3.4 , the term "Affiliate" shall also include any Person that directly or indirectly owns 10% or more of any class of Equity Interests of the specified Person or that is an officer or director of the specified Person..

Agent : as defined in the preamble to this Agreement.

Agent Indemnitees : Agent and its officers, directors, employees, Affiliates, branches, agents and attorneys.

Agent Professionals : attorneys, accountants, appraisers, auditors, business valuation experts, environmental engineers or consultants, turnaround consultants, and other professionals and experts retained by Agent.

Agreement Currency : as defined in Section 1.5 .

Allocable Amount : as defined in Section 11.1 .

Anti-Terrorism Law : any law relating to terrorism or money laundering, including the Patriot Act and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).

Applicable Law : all laws, rules and regulations applicable to the Person or matter in question, including all applicable statutory law and common law, as well as applicable provisions of constitutions, treaties, statutes, rules, regulations, orders and decrees of Governmental Authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

Applicable Margin : the margin set forth below, as determined by the average daily Availability for the last Fiscal Quarter as a percentage of Revolver Commitments:

Until September 30, 2019, margins shall be determined as if Level II were applicable. Thereafter, margins shall be subject to increase or decrease by Agent on the first day of the calendar month following each Fiscal Quarter end. If Agent is unable to calculate average daily Availability for a Fiscal Quarter due to Borrowers’ failure to deliver any ABL Borrowing Base Report when required hereunder, then, at the option of Agent or Required Lenders, margins shall be determined as if Level III were applicable until the first day of the calendar month following its receipt.

Applicable Time Zone : for borrowings under, and payments due by Borrowers or Lenders on (a) US Revolver Loans, Central time, and (b) UK Revolver Loans, London time.

Approved Fund : any entity that is owned or Controlled by a Lender or Affiliate of a Lender, and is engaged in making or investing in commercial loans in its ordinary course of activities.

Approved Supplier Finance Arrangement : each supplier finance arrangement entered into by an Obligor with AstraZeneca, Nestle and Mondelez (or other Account Debtor approved in writing by the Agent)

to the extent that and only for so long as (a) the aggregate amount of all Accounts sold pursuant to such arrangements shall not exceed during any Fiscal Quarter 10% of the Value of all Accounts not more than 180 days past due owing to Obligors and their Subsidiaries as of the last day of the immediately preceding Fiscal Quarter of the Obligors, (b) there shall be no credit recourse to any Obligor or any Subsidiary with respect to any Accounts assigned or sold in connection therewith, (c) all purchase or finance agreements and other documents with the supplier finance provider governing or relating thereto are in form and substance reasonably acceptable to the Agent, and (d) if required by the Agent, the applicable supplier finance provider, the Agent and the applicable Borrower shall have entered into, and no default shall exist under, an intercreditor agreement reasonably acceptable to the Agent.

Asset Disposition : a sale, lease, license, consignment, transfer or other disposition of Property of an Obligor, including any disposition by Division, in connection with a sale-leaseback transaction or synthetic lease or otherwise.

Assignment and Acceptance : an assignment agreement between a Lender and Eligible Assignee, in the form of Exhibit A or otherwise satisfactory to Agent.

Assignment of Claims Act: 31 U.S.C. §3727 (Assignment of Claims) and 41 U.S.C. §15 (Transfers of Contracts/Assignments of Claims; Assignee Not Subject to Reduction or Setoff).

Attributable Debt : on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP (or IFRS as it relates to UK Incorporated Obligors), and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP (or, as the context may indicate, IFRS) if such lease were accounted for as a capital lease.

Available Currency : (a) in the case of a US Borrower, (i) for any US Base Rate Loan, Dollars and (ii) for any US LIBOR Loan or Letter of Credit, Dollars, Sterling or Euro, and (b) in the case of a UK Borrower, Sterling, Euro or Dollars.

Availability : the sum of US Availability and UK Availability.

Bail-In Action : 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 : 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.

Bank Levy : means the bank levy set out in Part 5 of, and Schedule 19 to, the Finance Act 2011 (UK) and/or any similar levy imposed under the laws of a jurisdiction other than the United Kingdom, in each case, which has been publicly announced or is in force at the date of this Agreement.

Bank of America Indemnitees : Bank of America and its officers, directors, employees, Affiliates, branches, agents and attorneys.

Bank Product : US Bank Product or UK Bank Product, as the context may indicate.

Bank Product Reserve : US Bank Product Reserve or UK Bank Product Reserve, as the context may indicate.

Bankruptcy Code : Title 11 of the United States Code.

Board of Governors : the Board of Governors of the Federal Reserve System.

Borrower Agent : as defined in Section 4.4 .

Borrower DTTP Filing : an H.M. Revenue & Customs’ Form DTTP2 duly completed and filed by the relevant UK Borrower, which (a) where it relates to a Treaty Lender that is a party to this Agreement as a Lender as at the date of this Agreement, contains the scheme reference number and jurisdiction of tax residence stated opposite that Lender’s name at Schedule 1.1 , and is filed with HM Revenue & Customs within 30 days of the date of this Agreement: or (b) where it relates to a Treaty Lender that is not a party to this Agreement as a Lender as at the date of this Agreement, contains the scheme reference number and jurisdiction of tax residence stated in respect of that Lender in the documentation which it executes on becoming a party to this Agreement as a Lender, and is filed with H.M. Revenue & Customs within 30 days of the date on which that Treaty Lender becomes a Party to this Agreement as a Lender.

Borrower Materials : ABL Borrowing Base Reports, Term Loan Borrowing Base Reports Compliance Certificates and other information, reports, financial statements and other materials delivered by Obligors hereunder, as well as other Reports and information provided by Agent to Lenders.

Borrowing : a group of Revolver Loans that are made or converted together on the same day and have the same interest option and, if applicable, Interest Period.

Borrowing Base Assets : US Borrowing Base Assets and UK Borrowing Base Assets.

Borrowing Base Party : a US Borrowing Base Party or a UK Borrowing Base Party or all of them, as the context may indicate.

Business Day : any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, North Carolina and New York (or, if such day relates to (a) any UK Revolver Loan or UK Lender, any day on which commercial banks are authorized to close under the laws of, or are in fact closed in, London, or (b) any Revolver Loan denominated in Euro, any day which is not a TARGET Day.

Canadian Collateral : all Property of each Canadian Guarantor described in any Security Document that secures the Obligations and all other Property of each Canadian Guarantor that now or hereafter secures (or is intended to secure) any Obligations.

Canadian Dollars or Cdn$ : the lawful currency of Canada.

Canadian Guaranteed Obligations : as defined in Section 11.3.1 .

Canadian Guarantors : (a) InnerWorkings Canada, and (b) each other Subsidiary organized under the laws of Canada or a province or territory thereof that becomes a Guarantor pursuant to Section 10.1.9 hereof.

Canadian Pension Plan : a “registered pension plan,” as defined in the Income Tax Act (Canada) maintained or contributed to by, or to which there is an obligation to contribute by, any Obligor domiciled in Canada in respect of its Canadian employees or former employees.

Canadian Priority Payables Reserve : a reserve established by Agent in its Permitted Discretion which reflects amounts secured by any Liens, choate or inchoate, which rank or are capable of ranking in priority to or pari passu with Agent’s and/or the Secured Parties’ Liens, including, without limitation, any such amounts due and not paid for wages, severance pay or vacation pay (including amounts protected by the Wage Earner Protection Program Act (Canada)), amounts due and not paid under any legislation relating to workers’ compensation or to employment insurance, all amounts deducted or withheld and not paid and remitted when due under the Income Tax Act (Canada), sales tax, goods and services tax, value added tax, harmonized tax, excise tax, tax payable pursuant to Part IX of the Excise Tax Act (Canada) or similar applicable provincial legislation, government royalties, amounts currently or past due and not paid for realty, municipal or similar taxes, all amounts currently or past due and not contributed, remitted or paid to or under the Canada Pension Plan as maintained by the government of Canada or the Quebec Pension Plan as maintained by the government of Quebec or similar plan maintained by any other province or territory in Canada, and any amounts due and not contributed to a Canadian Pension Plan, including with respect to any solvency deficiency or wind up deficiency.

Canadian Security Agreement : each general security agreement, deed of hypothec or other similar agreement, instrument, deed or document governed by the laws of Canada now or hereafter securing (or given with the intent to secure) any Obligations.

Capital Expenditures : all liabilities incurred or expenditures made by a Borrower or Subsidiary for the acquisition of fixed assets, or any improvements, replacements, substitutions or additions thereto with a useful life of more than one year, as determined in accordance with GAAP (or IFRS, as applicable), but not including any of the following: (a) expenditures made in connection with the replacement, substitution, or restoration of assets to the extent financed (i) from insurance proceeds (or similar recoveries) paid on account of loss the loss or damage to assets of any Obligor being replaced or restored, (ii) with cash awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced, or (iii) with the cash proceeds of Asset Dispositions that are reinvested in assets of the type disposed of in accordance with this Agreement, in each case of (i) through (iii), only to the extent such replacement, substitution or restoration is consummated within 180 days of the date of the event giving rise to such proceeds or awards, and (b) expenditures reimbursed by a third party that is not an Obligor or a Subsidiary of an Obligor.

Capital Lease : any lease required to be capitalized for financial reporting purposes in accordance with GAAP (or IFRS as it relates to UK Incorporated Obligors individually (and not on a consolidated basis)).

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

Cash Collateral : cash delivered to Agent to Cash Collateralize any Obligations, and all interest, dividends, earnings and other proceeds relating thereto.

Cash Collateral Account : a demand deposit, money market or other account established by Agent at such financial institution as Agent may select in its Permitted Discretion, which account shall be subject to a Lien in favor of Agent.

Cash Collateralize : the delivery of cash to Agent, as security for the payment of Obligations, in an amount equal to (a) with respect to LC Obligations, 103% of the aggregate LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations (including Secured Bank Product Obligations), Agent’s good faith estimate of the amount due or to become due, including fees, expenses and indemnification hereunder. “ Cash Collateralization ” has a correlative meaning.

Cash Equivalents : (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the US government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by Bank of America or a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by Moody’s at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described in clause (b); (d) commercial paper issued by Bank of America or rated A-1 (or better) by S&P or P-1 (or better) by Moody’s, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either Moody’s or S&P.

Cash Management Services : services relating to operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services.

CERCLA : the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq .).

Change in Law : the occurrence, after the date hereof, of (a) the adoption, taking effect or phasing in of any law, rule, regulation or treaty; (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof; or (c) the making, issuance or application of any request, guideline, requirement or directive (whether or not having the force of law) by any Governmental Authority; provided , that “Change in Law” shall include, regardless of the date enacted, adopted or issued, all requests, rules, guidelines, requirements or directives (i) under or relating to the Dodd-Frank Wall Street Reform and Consumer Protection Act, or (ii) promulgated pursuant to Basel III (including CRD IV) by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any similar authority) or any other Governmental Authority.

Change of Control : (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 Closing Date), of Equity Interests representing more than 30% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Company on a fully diluted basis; (b) the occupation of a majority of the seats (other than vacant seats) on the board of directors of the Company by Persons who were not (i) nominated by the board of directors of the Company, (ii) appointed or approved for election by directors who were themselves nominated, appointed or approved for election by the board of directors of the Company, or (iii) directors of the Company on the Closing Date, (c)

the Company ceasing to own and control, directly or indirectly, beneficially and of record 100% of the Equity Interests of the other Obligors (except in connection with a merger or amalgamation permitted under Section 10.2.8(b)(i) ) or (d) the occurrence of a "Change of Control" or comparable event under the Term Loan Documents.

Chinese Facility : that certain bilateral credit facility outstanding on the Closing Date between Bank of America, China branch and Xiamen Eyelevel Commercial Equipments Co., Ltd.

Chinese Facility Reserve : a reserve established by Agent in its Permitted Discretion in an amount up to the Dollar Equivalent of the aggregate amount outstanding under the Chinese Facility.

Claims : all claims, liabilities, obligations, losses, damages, penalties, judgments, proceedings, interest, costs and expenses of any kind (including remedial response costs, reasonable attorneys’ fees and Extraordinary Expenses) at any time (including after Full Payment of the Obligations or replacement of Agent or any Lender) incurred by any Indemnitee or asserted against any Indemnitee by any Obligor or other Person, in any way relating to (a) any Loans, Letters of Credit, Loan Documents, Borrower Materials, the Fee Letters, or the use thereof or transactions relating thereto, (b) any action taken or omitted in connection with any Loan Documents, (c) the existence or perfection of any Liens, or realization upon any Collateral, (d) exercise of any rights or remedies under any Loan Documents or Applicable Law, or (e) failure by any Obligor to perform or observe any terms of any Loan Document, in each case including all costs and expenses relating to any investigation, litigation, arbitration or other proceeding (including an Insolvency Proceeding or appellate proceedings), whether or not the applicable Indemnitee is a party thereto.

Class : when used with respect to Borrowers or Borrowing Base Parties, shall refer to Borrowers, or Borrowing Base Parties having Obligations under a particular Revolving Subfacility .

Closing Date : as defined in Section 6.1 .

Code : the Internal Revenue Code of 1986.

Collateral : the US Collateral, the UK Collateral and the Canadian Collateral, as the context may indicate; provided that Collateral shall not include any Excluded Assets except to the extent such assets are subject to an English law floating charge granted by a UK Incorporated Obligor under a UK Security Agreement.

Commission Reserve : a reserve established by Agent in its Permitted Discretion which reflects accrued commissions payable by the Borrowing Base Parties.

Commodity Exchange Act : the Commodity Exchange Act (7 U.S.C. § 1 et seq .).

Compliance Certificate : a certificate, in form and substance satisfactory to Agent, by which Borrowers certify (a) compliance with Section 10.3 (when a Financial Covenant Trigger Period is in effect) or the calculation required by, but not compliance with, Section 10.3 (when a Financial Covenant Trigger Period is not in effect), (b) that no Default or Event of Default has occurred during the relevant period covered thereby and (c) that no Obligor has changed its name or jurisdiction of organization except as disclosed in writing in such certificate.

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

Consolidated EBITDA : for any period

(a)    Consolidated Net Income,

plus

(b)    to the extent deducted in determining Consolidated Net Income and, without duplication,

(i)    Consolidated Interest Charges,

(ii)    expense for taxes paid or accrued,

(iii)    depreciation,

(iv)    amortization,

(v)    extraordinary or non-recurring non-cash expenses or losses incurred other than in the ordinary course of business,

(vi)    non-cash compensation expenses arising from any grant of stock, stock options or other equity based awards,

(vii)     non-cash expenses resulting from non-speculative hedging activities permitted hereunder that are required to be recognized as indebtedness under GAAP,

(viii)    any other non-cash charges for such period (including any impairment or write-off of goodwill or other intangible assets but excluding (A) any such non-cash charge, expense or loss to the extent that it represents an accrual of or reserve for cash expenses in any future period, (B) amortization of a prepaid cash expense that was paid in a prior period or (C) any write-down, write-off or reserves with respect to Accounts or Inventory),

(ix)    amortization of any financing costs or fees or original issue discount incurred in connection with any Debt,

(x)    transaction expenses paid in cash in such period in connection with (A) the closing of this Agreement and (B) Investments permitted under this Agreement, with expenses under this clause (B) not to exceed $1,500,000 during the term of this Agreement, and

(xi)    restructuring charges and fees related to professional fees and severance expenses not to exceed the following amounts for the periods indicated:

The period commencing on

April 1, 2019 and ending on

December 31, 2019            $13,000,000

The Fiscal Year ending on

December 31, 2020             $ 8,000,000

The Fiscal Year ending on

December 31, 2021             $ 4,000,000

minus

(c)    to the extent included in Consolidated Net Income and, without duplication,

(i)    interest income,

(ii)    income tax credits and refunds (to the extent not netted from tax expense),

(iii)    any cash payments made during such period in respect of items described in clauses (b)(v), (b)(vi), (b)(vii) and (b)(viii) above subsequent to the fiscal quarter in which the relevant non-cash expenses or losses were incurred,

(iv)    non-cash gains resulting from non-speculative hedging activities that are required to be recognized as income under GAAP to the extent permitted hereunder, and

(v)    extraordinary, unusual or non-recurring income or gains realized other than in the ordinary course of business, all calculated for the Company and its Subsidiaries on a consolidated basis.

Notwithstanding the foregoing, (a) Consolidated EBITDA for the Fiscal Quarter ended September 30, 2018 shall be deemed to be $11,493,196, Consolidated EBITDA for the Fiscal Quarter ended December 31, 2018 shall be deemed to be $2,897,968, and Consolidated EBITDA for the Fiscal Quarter ended March 31, 2019 shall be deemed to be $6,643,943.

Notwithstanding the foregoing, Consolidated EBITDA shall be adjusted for extraordinary or nonrecurring expenses, increased costs, identifiable and verifiable expense reductions and excess management compensation, if any, in all cases, calculated on a basis consistent with GAAP and Regulation S-X of the Securities Exchange Act of 1934, as amended, in an amount not to exceed (x) 5% of Consolidated EBITDA (prior to giving effect to such adjustments) for any twelve-month period, or (y) as otherwise approved by Agent in its reasonable credit judgment.

Consolidated Fixed Charge Coverage Ratio : the ratio, determined on a consolidated basis for the Company and its Subsidiaries for any Test Period, of (a) Consolidated EBITDA for such Test Period minus (i) Capital Expenditures (except those financed with Debt other than Revolver Loans) made during such Test Period, (ii) cash taxes paid or due and payable during such Test Period, and (iii) Distributions (other than any redemptions of the Company’s Equity Interests made during the second Fiscal Quarter of 2018 in an aggregate amount not in excess of $17,600,000) during such Test Period to (b) Consolidated Fixed Charges for such Test Period.

Consolidated Fixed Charges : for any period, the sum of (a) Consolidated Interest Charges (other than payments-in-kind) paid or due and payable during such period plus (b) scheduled principal payments paid or due and payable during such period on Funded Debt; provided, that for the Test Periods ending on or prior to June 30, 2020, Consolidated Fixed Charges shall be Annualized. For this purpose, " Annualized " means the amount determined by multiplying the actual amount of such items from the Closing Date to the date of such calculation by 365 and dividing by the number of days from the Closing Date through the date

of such calculation. For purposes of calculating Consolidated Fixed Charges, scheduled payments of principal and interest shall be treated as though scheduled and paid on the stated payment date and not on any later date, even if such amounts are paid on a later date as a result of the scheduled date not being a Business Day or any similar scheduling adjustment.

Consolidated Interest Charges : for any period, the interest expense (including without limitation interest expense under Capital Lease Obligations that is treated as interest in accordance with GAAP or IFRS, as applicable) of the Company and its Subsidiaries calculated on a consolidated basis for such period with respect to all outstanding Debt 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 Hedging Agreements to the extent such net costs are allocable to such period in accordance with GAAP).

Consolidated Net Income : for any period, the net income (or loss) of the Company and its Subsidiaries, on a consolidated basis (without duplication) for such period and determined in accordance with GAAP or IFRS, as applicable.

Consolidated Total Assets : as of the date of any determination thereof, total assets of the Company and its Subsidiaries, on a consolidated basis, as of such date.

Contingent Obligation : any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“ primary obligations ”) of another obligor (“ primary obligor ”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the amount of the liability required to be accrued in accordance with GAAP or IFRS, as applicable.

Contracts : agreements with clients of a Borrowing Base Party for the creation, production and/or distribution of marketing and promotional materials, signage and displays, retail experiences, events and promotions and product packaging and similar media and promotional undertakings.

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

Control Agreement : control agreement reasonably satisfactory to Agent executed by an institution maintaining a Deposit Account or Securities Account for an Obligor, to perfect or better evidence Agent’s Lien on such account or its equivalent in any applicable jurisdiction (including any notice and acknowledgement of any Lien granted over such account pursuant to a UK Security Agreement).

Controlled Account : each deposit account of a Borrower subject to a Control Agreement.

CRD IV : (a) Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms; and (b) Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms.

CTA : means the Corporation Tax Act 2009 (UK).

CWA : the Clean Water Act (33 U.S.C. §§1251 et seq .).

Debt : as applied to any Person, without duplication, 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 trade 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; provided that if such Person has not assumed or otherwise become liable for such indebtedness, such indebtedness shall be measured at the lower of the outstanding amount of such indebtedness and the fair market value of such property securing such indebtedness, in each case, at the time of determination, (g) all Contingent Obligations of such Person of obligations otherwise constituting Debt of others, (h) all Attributable Debt in respect of Off-Balance Sheet Liabilities 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, bank guaranties, surety bonds, performance bonds or similar arrangements, (k) net obligations of such Person under Hedging Agreements, (l) all earn-out obligations and other contingent payments in respect of acquisitions, in each case, to the extent treated as indebtedness under GAAP or IFRS, as applicable, and (m) all Attributable Debt of such Person under Sale and Leaseback Transactions. The Indebtedness of any Person shall include the Debt 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 unless such Debt is expressly made non-recourse to such Person. The amount of any net obligation under any Hedging Agreement on any date shall be deemed to be the Termination Value thereof as of such date.

Default : an event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default.

Default Rate : for any Obligation (including, to the extent permitted by law, interest not paid when due), 2% per annum plus the interest rate otherwise applicable thereto.

Defaulting Lender : any Lender that (a) has failed to comply with its funding obligations hereunder, and such failure is not cured within two Business Days; (b) has notified Agent or any Borrower in writing that such Lender does not intend to comply with its funding obligations hereunder or under any other credit facility, or has made a public statement to that effect; (c) has failed, within three Business Days following request by Agent or any Borrower, to confirm in a manner satisfactory to Agent and Borrowers that such Lender will comply with its funding obligations hereunder; or (d) has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding (including reorganization, liquidation, or appointment of a receiver, custodian, administrator or similar Person by the Federal Deposit Insurance

Corporation or any other regulatory authority) or Bail-In Action; provided , that a Lender shall not be a Defaulting Lender solely by virtue of a Governmental Authority’s ownership of an equity interest in such Lender or parent company unless the ownership provides immunity for such Lender from jurisdiction of courts within the United States or from enforcement of judgments or writs of attachment on its assets, or permits such Lender or Governmental Authority to repudiate or otherwise to reject such Lender’s agreements.

Designated Jurisdiction : a country or territory that is the target of a Sanction.

Dilution Percent : the percent, determined for a Borrowing Base Party’s most recent Fiscal Quarter, equal to (a) bad debt write-downs or write-offs, discounts, returns, promotions, credits, credit memos and other dilutive items with respect to Accounts of such Borrower, divided by (b) gross sales of such Borrowing Base Party.

Dilution Reserve : the UK Dilution Reserve or the US Dilution Reserve, or both, as the context may indicate.

Disqualified Equity Interests : any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Obligations), (b) is redeemable at the option of the holder thereof, in whole or in part, (c) provides for the scheduled payments of dividends or any other amounts in cash, or (d) is or becomes convertible into or exchangeable for Debt or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after repayment in full of the Obligations.

Distribution : any declaration or payment of a distribution, interest or dividend (whether in cash, securities or other property) on or on account of any Equity Interest (other than payment-in-kind); any distribution or advance in respect of or repayment of (whether in cash, securities or other property) Debt to a holder of Equity Interests; or purchase, redemption, or other acquisition or retirement for value of any Equity Interest or any Debt owing to a holder of Equity Interests.

Dividend : as defined in Section 7.4.1(d) .

Division : the creation of one or more new limited liability companies by means of any statutory division of a limited liability company pursuant to any applicable limited liability company act or similar statue of any jurisdiction. “Divide” shall have the corresponding meaning.

Dollar Equivalent : at any time, (i) with respect to any amount denominated in Dollars, such amount, and (ii) with respect to any amount denominated in any other currency, the amount of Dollars that Agent determines (which determination shall be conclusive and binding absent manifest error) would be necessary to be sold on such date at the applicable Spot Rate to obtain the stated amount of the other currency.

Dollars or $ : lawful money of the United States.

Dominion Account : a separate special account established by each Borrower at Bank of America (including its London branch, as regards to UK Borrowers) or another bank acceptable to Agent, over which Agent has exclusive control for withdrawal purposes.

EEA Financial Institution : (a) any credit institution or investment firm established in an EEA Member Country that is subject to the supervision of an EEA Resolution Authority; (b) any entity established in an EEA Member Country that is a parent of an institution described in clause (a) above; or (c) any financial institution established in an EEA Member Country that is a subsidiary of an institution described in the foregoing clauses and is subject to consolidated supervision with its parent.

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

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

ECF Payments : any required prepayment of the Term Facility based on Consolidated Excess Cash Flow (as defined in the Term Loan Credit Agreement), including the payments described in Section 2.3.4 of the Term Loan Credit Agreement.

Eligible Accounts : Eligible Billed Accounts and Eligible Unbilled Accounts.

Eligible Assignee : (a) a Lender, Affiliate or branch of a Lender or Approved Fund; (b) an assignee approved by Borrower Agent (which approval (i) shall not be required if an Event of Default is continuing, (ii) shall not be unreasonably withheld, conditioned or delayed, and (iii) shall be deemed given if no objection is made within five (5) Business Days after written notice of the proposed assignment) and Agent; (c) if such person is to hold any UK Revolver Commitments, such person is at all times, other than during the continuance of any Event of Default, a Qualifying Lender, or (d) during the continuance of an Event of Default, any Person acceptable to Agent in its Permitted Discretion.

Eligible Billed Account : an Account owing to a Borrowing Base Party that arises in the Ordinary Course of Business from the sale of goods or rendition of services , is payable in Dollars (or payable in Dollars, Euros or Sterling, if owing to a UK Borrowing Base Party, or payable in Canadian Dollars or Dollars if owing to a Canadian Guarantor that is a Borrowing Base Party) and is deemed by Agent, in its Permitted Discretion, to be an Eligible Billed Account. Without limiting the foregoing, no Account shall be an Eligible Billed Account if:

(a)    (i) as to Accounts other than Eligible Extended Term Accounts and Eligible Past Due Accounts, it is unpaid for more than 60 days after the original due date or more than 90 days after the original invoice date; (ii) as to Eligible Past Due Accounts, it is unpaid for more than 90 days after the original due date or more than 120 days after the original invoice date, or (iii) as to Eligible Extended Term Accounts, it is unpaid for more than 60 days after the original due date or 180 days after the original invoice date,

(b)    50% or more of the Accounts owing by the Account Debtor are not Eligible Accounts under the foregoing clause;

(c)    when aggregated with other Accounts owing by the Account Debtor, it exceeds 10% of the aggregate Eligible Accounts (or such higher percentage as Agent may establish for the Account Debtor from time to time), but only to the extent of such excess;

(d)    it does not conform in any material respect with a covenant or representation herein relating to Accounts;

(e)    it is owing by a creditor or supplier, or is otherwise subject to an existing or potential offset, counterclaim, dispute, deduction, rebate, discount, recoupment, reserve, defense, chargeback, deposit, credit or allowance (but ineligibility shall be limited to the amount thereof);

(f)    an Insolvency Proceeding has been commenced by or against the Account Debtor; or the Account Debtor has failed, has suspended or ceased doing business, is liquidating, dissolving or winding up its affairs, is not Solvent, or is the target of any Sanction or on a specially designated nationals list maintained by OFAC; or the Borrowing Base Party is not able to bring suit or enforce remedies against the Account Debtor through judicial process;

(g)    (i) with respect to a US Borrowing Base Party, the Account Debtor is organized or has its principal offices or assets outside the United States or Canada, unless the Account Debtor is supported by a letter of credit (delivered to and directly drawable by Agent) or credit insurance satisfactory in all respects to Agent in its Permitted Discretion, and (ii) with respect to a UK Borrowing Base Party, the Account Debtor is organized or has its principal offices or assets outside of England and Wales other than a UK Eligible Foreign Account;

(h)    it is owing by a Governmental Authority, unless the Account Debtor is the United States or any department, agency or instrumentality thereof and the Account has been assigned to Agent in compliance with the Federal Assignment of Claims Act;

(i)    it (i) is not subject to a duly perfected, first priority Lien (in the case of Eligible UK Billed Accounts expressed as a fixed charge) in favor of Agent or (ii) is subject to any other Lien (other than Permitted Liens that are junior in priority to the Agent’s Lien or that consist of Permitted Liens described in Section 10.2.2(c), (d) or (o) which are imposed by law and for which Agent has implemented appropriate reserves in its Permitted Discretion);

(j)    the goods giving rise to it have not been delivered to and accepted by the Account Debtor, the services giving rise to it have not been completed and accepted by the Account Debtor, or it otherwise does not represent a final sale and binding contractual obligation of the Account Debtor;

(k)    it is evidenced by Chattel Paper or an Instrument of any kind, or has been reduced to judgment;

(l)    its payment has been extended or the Account Debtor has made a partial payment;

(m)    it arises from a sale to an Affiliate, from a sale on a cash-on-delivery, bill-and-hold, sale‑or‑return, sale‑on‑approval, consignment, or other repurchase or return basis, or from a sale for personal, family or household purposes;

(n)    it represents a progress billing or retainage, or relates to services for which a performance, surety or completion bond or similar assurance has been issued;

(o)    it includes a billing for interest, fees or late charges, but ineligibility shall be limited to the extent thereof;

(p)    it is owing from an Account Debtor whose contractual or other business relationship with the applicable Borrowing Base Party has been terminated other than in the Ordinary Course of Business;

(q)    (i) the goods giving rise to such Account have not been shipped (Free-On-Board destination terms) and billed to the Account Debtor, or (ii) the services giving rise to such Account have not been fully performed and billed to the Account Debtor;

(r)    it is a Supplier Finance Account; or

(s)    the collection of which the Agent, in its Permitted Discretion, believes to be doubtful by reason of the Account Debtor’s financial condition.

In calculating delinquent portions of Accounts under clauses (a) and (b), credit balances more than 90 days old will be excluded.

Eligible Extended Term Accounts : Accounts with an aggregate face amount of up to $2,000,000 with an original due date more than 120 days but less than 180 days from the original invoice date.

Eligible Inventory : Inventory owned by a Borrowing Base Party that Agent, in its Permitted Discretion, deems to be Eligible Inventory. Without limiting the foregoing, no Inventory shall be Eligible Inventory unless it:

(a)    is finished goods related to open Contracts and not held longer than 45 days, and not work-in-process, packaging or shipping materials, labels or samples;

(b)    is not held on consignment, nor subject to a bill-and-hold, retention of title or similar arrangements nor subject to any deposit or down payment;

(c)    is in new and saleable condition and is not damaged, defective, shopworn or otherwise unfit for sale;

(d)    is not slow-moving, perishable, obsolete or unmerchantable, and does not constitute returned or repossessed goods;

(e)    meets all standards imposed by any Governmental Authority, has not been acquired from a Person that is the target of any Sanction or on any specially designated nationals list maintained by OFAC, and does not constitute hazardous materials under any Environmental Law;

(f)    conforms in all material respects with the covenants and representations herein with respect to Inventory;

(g)    is subject to Agent’s duly perfected first priority Lien, and no other Lien (other than Permitted Liens that are junior in priority to the Agent’s Lien or that consist of Permitted Liens described in Section 10.2.2(c), (d) or (o) which are imposed by law and for which Agent has implemented appropriate reserves in its Permitted Discretion);

(h)    (i) if owned by a US Borrowing Base Party, is within the continental United States or Canada, (ii) if owned by a UK Borrowing Base Party, is within England or Wales, (iii) is not in transit except between locations of Borrowing Base Parties of the same Class, and (iv) is not consigned to any Person;

(i)    is not subject to any warehouse receipt or negotiable Document;

(j)    is not subject to any License or other arrangement that restricts such Borrowing Base Party’s or Agent’s right to dispose of such Inventory, unless Agent has received an appropriate Lien Waiver;

(k)    is not located on leased premises or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless both (i) the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been established and (ii) the aggregate book value of Inventory at any such location is greater than $100,000;

(l)    is not held in connection with any contractual or business relationship that has been terminated;

(m)    is not subject to a “net realizable adjustment” or similar adjustment; and

(n)    is reflected in the details of a current perpetual inventory report.

Eligible Past Due Accounts : Accounts with an aggregate face amount of up to $3,000,000 that are unpaid more than 60 days but less than 90 days after the original due date and more than 90 days but less than 121 days after the original invoice date.

Eligible Unbilled Account : an Account as to which no invoice has yet been issued that is owing to a Borrowing Base Party, arises in the Ordinary Course of Business from the sale of goods or rendition of services and is deemed by Agent, in its Permitted Discretion, to be an Eligible Unbilled Account. Without limiting the foregoing, no Account shall be an Eligible Unbilled Account if (a) it would not also be an Eligible Billed Account but for the fact that it is unbilled or otherwise no invoice has yet been issued with respect thereto; and (b) such Account continues as unbilled without issuance of an invoice for a period of 30 or more days.

Eligible UK Billed Accounts : Eligible Billed Accounts owing to a UK Borrowing Base Party.

Eligible UK Inventory : Eligible Inventory of a UK Borrowing Base Party.

Eligible UK Unbilled Accounts : Eligible Unbilled Accounts owing to a UK Borrowing Base Party.

Eligible US Billed Accounts : Eligible Billed Accounts owing to a US Borrowing Base Party.

Eligible US Inventory : Eligible Inventory of a US Borrowing Base Party.

Eligible US Unbilled Accounts : Eligible Unbilled Accounts owing to a US Borrowing Base Party.

Enforcement Action : any action to enforce any Obligations (other than Secured Bank Product Obligations) or Loan Documents or to exercise any rights or remedies relating to any Collateral, whether by judicial action, self-help, notification of Account Debtors, setoff or recoupment, credit bid, deed in lieu of foreclosure, action in an Insolvency Proceeding or otherwise.

Environmental Laws : Applicable Laws relating to the protection or pollution of the environment, including CERCLA, RCRA, CWA and other similar Applicable Laws of any foreign jurisdiction.

Environmental Notice : a written notice from any Governmental Authority or other Person alleging any possible noncompliance with, investigation of a possible violation of, litigation relating to, or potential fine or liability under any Environmental Law, or with respect to any Environmental Release, environmental

pollution or hazardous materials, including any complaint, summons, citation, order, claim, demand or request for remediation.

Environmental Release : a release as defined in CERCLA or under any other Environmental Law.

Equity Interest : the interest of any (a) shareholder in a corporation; (b) partner in a partnership (whether general, limited, limited liability or joint venture); (c) member in a limited liability company; or (d) other Person having any other form of equity security or ownership interest, and in each case, all of the warrants, options or other rights for the purchase or acquisition of any of the foregoing.

ERISA : the Employee Retirement Income Security Act of 1974.

ERISA Affiliate : any trade or business (whether or not incorporated) under common control with an Obligor within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

ERISA Event : (a) a Reportable Event with respect to a Pension Plan; (b) withdrawal of an Obligor or ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) complete or partial withdrawal of an Obligor or ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) filing of a notice of intent to terminate, treatment of a Pension Plan or Multiemployer Plan amendment as a termination under Section 4041 or 4041A of ERISA, or institution of proceedings by the PBGC to terminate a Pension Plan; (e) determination that a Pension Plan or Multiemployer Plan (as applicable) is considered an at-risk plan or a plan in critical or endangered status under the Code or ERISA; (f) an event or condition that constitutes grounds under Section 4042 of ERISA for termination of, or appointment of a trustee to administer, any Pension Plan; (g) imposition of any liability on an Obligor or ERISA Affiliate under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA; or (h) failure by an Obligor or ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules in respect of a Pension Plan, whether or not waived, or to make a required contribution to a Multiemployer Plan.

EU Bail-In Legislation Schedule : the EU Bail-In Legislation Schedule published by the Loan Market Association, as in effect from time to time.

EURIBOR : means, in relation to any Revolver Loan in Euro:

(a)    the applicable Screen Rate as of 11:30 a.m. for euro and for a period equal in length to the Interest Period of that Loan; or

(b)    as otherwise determined pursuant to Section 3.2.5(b) (unavailability of Screen Rate), and

if, in either case, that rate is less than zero, EURIBOR shall be deemed to be zero.

Euro or “€” : the lawful currency of the Participating Member States.

Event of Default : as defined in Section 12 .

Examination : as defined in Section 10.1.1 .

Excluded Assets : (a) any fee-owned Real Property and any leasehold interests in Real Property; (b) any governmental licenses or federal, state, provincial, territorial or local franchises, charters or authorizations, to the extent a security interest in any such licenses, franchise, charter or authorization would be prohibited or restricted thereby (including any legally effective prohibition or restriction) after giving effect to the applicable anti-assignment clauses of the UCC, the PPSA and other Applicable Law, other than the proceeds and products thereof the assignment of which is expressly deemed effective under the UCC, the PPSA or other Applicable Law notwithstanding such prohibition; (c) [reserved]; (d) [reserved]; (e) assets and personal property for which a pledge thereof or a security interest therein is prohibited by Applicable Law (including any legally effective requirement to obtain the consent of any Governmental Authority) after giving effect to the applicable anti-assignment clauses of the UCC, the PPSA and other Applicable Law, other than the proceeds and products thereof the assignment of which is expressly deemed effective under the UCC, the PPSA or other Applicable Law notwithstanding such prohibition; (f) any “margin stock” and Equity Interests of any Person that is not a Subsidiary to the extent, and for so long as, the pledge of such Equity Interests would be prohibited by the terms of any applicable joint venture agreement or shareholders’ agreement applicable to Equity Interests and entered into by an Obligor and an unaffiliated third party owner of such Person, after giving effect to the applicable anti-assignment clauses of the UCC, the PPSA and other Applicable Law; (g) any intent-to-use trademark application prior to the filing of a “Statement of Use” with respect thereto; (h) any contractual requirement, license or permit to which an Obligor or any of their property (including personal property) is subject, and any property subject to a purchase money security interest, capital lease or similar arrangement with any Person if, to the extent, and for so long as, the grant of a Lien thereon to secure the Obligations constitutes a breach of, a violation of, or a default under, or invalidation of, or creates a right of termination in favor of any party (other than any Borrower or Guarantor) to, such contractual requirement, license, permit, purchase money arrangement, capital lease or similar arrangement (but only to the extent any of the foregoing is not rendered ineffective by, or is otherwise unenforceable under, the UCC, the PPSA or other Applicable Law); (i) any Trust Account; (j) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Obligor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that (A) the foregoing exclusions of this clause (j) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the UCC or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent's security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of this clause (j) shall in no way be construed to limit, impair, or otherwise affect any of Agent's or any Lender's continuing security interests in and liens upon any rights or interests of any Obligor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts (as defined in the UCC) or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); (k) any property subject to a certificate of title (including motor vehicles) (except to the extent perfection can be accomplished through the filing of UCC-1 or PPSA financing statements, filing of the UK Debenture with Companies House, or equivalent filing); (l) any “consumer goods” as defined in the PPSA; and (m) any other assets if and for so long as the Agent and the Borrower Agent agree in writing that the cost of creating or perfecting pledges or security interests in such assets or obtaining title insurance or surveys in respect of such assets shall be excessive in view of the benefits to be obtained by the Secured Creditors therefrom; provided that notwithstanding anything herein to the contrary, Excluded Assets shall not include any proceeds, replacements or substitutions of the foregoing Property (unless such proceeds, replacements or substitutions otherwise constitute Excluded Assets).

Excluded Deposit Accounts : (a) Trust Accounts, (b) zero balance disbursement accounts and (c) other Deposit Accounts maintained in the Ordinary Course of Business containing cash amounts that do not exceed at any time $100,000 for any each such account and $250,000 in the aggregate for all such accounts under this clause (c).

Excluded Subsidiary : each Inactive Subsidiary and each Immaterial Subsidiary.

Excluded Swap Obligation : with respect to an Obligor, each Swap Obligation as to which, and only to the extent that, such Obligor’s guaranty of or grant of a Lien as security for such Swap Obligation is or becomes illegal under the Commodity Exchange Act because the Obligor does not constitute an “eligible contract participant” as defined in the act (determined after giving effect to any keepwell, support or other agreement for the benefit of such Obligor and all guarantees of Swap Obligations by other Obligors) when such guaranty or grant of Lien becomes effective with respect to the Swap Obligation. If a Hedging Agreement governs more than one Swap Obligation, only the Swap Obligation(s) or portions thereof described in the foregoing sentence shall be Excluded Swap Obligation(s) for the applicable Obligor.

Excluded Taxes : 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) or that are franchise Taxes or branch profits Taxes, in each case, (i) 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, US federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Revolver Loan or Revolver Commitment pursuant to a law in effect on the date on which (i) such Lender becomes a party hereto or, in the case of a Participant, acquires such interest in the Revolver Loan or Revolver Commitment (other than pursuant to an assignment request by Borrower Agent under Section 14.4 ) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 5.9 , amounts with respect to such Taxes were payable either to such Lender's assignor immediately prior to such assignment or to the Lender immediately prior to its change in Lending Office; (c) Taxes attributable to such Recipient’s failure to comply with Section 5.10 ; (d) any withholding Taxes imposed under FATCA; (e) any Bank Levy and (f) any withholding tax that would not have been imposed but for the Recipient (i) not dealing at arm’s length (within the meaning of the Income Tax Act (Canada)) with a Lender, or (ii) being a “specified shareholder” (as defined in subsection 18(5) of the Income Tax Act (Canada)) of a Lender or not dealing at arm’s length with such a specified shareholder for purposes of the Income Tax Act (Canada), except where the non-arm’s length relationship arises, or where the Recipient is (or is deemed to be) a “specified non resident shareholder” or does not deal at arm’s length with such a “specified shareholder”, in each case, on account of the Recipient having executed, delivered, become party to, performed obligations or received payments under, received or perfected a Lien or engaged in any other transaction pursuant to, enforced, or sold or assigned an interest in, any Loan or Loan Document. In no event shall “Excluded Taxes” include any withholding Tax imposed on amounts paid by or on behalf of a foreign Obligor to a Recipient that has complied with Section 5.10.2 .

Existing Agent : Bank of America, N.A., as Administrative Agent under the Existing Credit Agreement.

Existing Credit Agreement : that certain Credit Agreement dated as of August 2, 2010, as amended, by and among the Company, the guarantors party thereto, the lenders party thereto and the Existing Agent.

Existing Lenders : each of the lenders under the Existing Credit Agreement.

Existing Letters of Credit : each letter of credit identified on Schedule 1.4 .

Existing Loan Documents : the "Loan Documents" as defined in the Existing Credit Agreement.

Existing Security Agreement : the Security and Pledge Agreement dated as of August 2, 2010, as amended, by and among the Company, the guarantors party thereto and the Existing Agent.

Extraordinary Expenses : all reasonable and documented out-of-pocket costs, expenses or advances that Agent may incur during a Default or Event of Default, or during the pendency of an Insolvency Proceeding of an Obligor, including those relating to (a) any audit, inspection, repossession, storage, repair, appraisal, insurance, manufacture, preparation or advertising for sale, sale, collection, or other preservation of or realization upon any Collateral; (b) any action, arbitration or other proceeding (whether instituted by or against Agent, any Lender, any Obligor, any representative of creditors of an Obligor or any other Person) in any way relating to any Collateral (including the validity, perfection, priority or avoidability of Agent’s Liens with respect to any Collateral), Loan Documents, Letters of Credit or Obligations, including any lender liability or other Claims; (c) the exercise of any rights or remedies of Agent in, or the monitoring of, any Insolvency Proceeding; (d) settlement or satisfaction of taxes, charges or Liens with respect to any Collateral; (e) any Enforcement Action; and (f) negotiation and documentation of any modification, waiver, workout, restructuring or forbearance with respect to any Loan Documents or Obligations. Such costs, expenses and advances include transfer fees, Other Taxes, storage fees, insurance costs, permit fees, utility reservation and standby fees, reasonable and documented legal fees, appraisal fees, brokers’ and auctioneers’ fees and commissions, accountants’ fees, environmental study fees, wages and salaries paid to employees of any Obligor or independent contractors in liquidating any Collateral, and travel expenses.

FATCA : Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, and any agreements entered into (i) 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 or (ii) entered into in connection with the implementation of the foregoing.

FATCA Deduction : a deduction or withholding from a payment under a Loan Document required by FATCA.

FATCA Exempt Party : a party to this Agreement that is entitled to receive payment free from any FATCA Deduction.

Federal Funds Rate : (a) the weighted average per annum interest rate on overnight federal funds transactions with members of the Federal Reserve System on the applicable day (or the preceding Business Day, if the applicable day is not a Business Day), as published by the Federal Reserve Bank of New York on the next Business Day; or (b) if the rate is not so published, the average rate per annum (rounded up to the nearest 1/8 of 1%) charged to Bank of America on the applicable day on such transactions, as determined by Agent; provided , that in no event shall the Federal Funds Rate be less than zero.

Fee Letters : (a) the Fee Letter dated as of the date hereof by and between the Company and Bank of America, N.A., (b) the Fee Letter dated as of the date hereof by and between the Company and PNC Bank, National Association and (c) the Fee Letter dated as of the date hereof by and between the Company and JPMorgan Chase Bank, N.A.

Financial Covenant Trigger Period : the period

(a) commencing on any day that (i) Availability at any time is less than the greater of (A) 15% of the Revolver Commitments and (B) $15,750,000; or (ii)    US Availability at any time is less than the greater of (A) 10% of the US Revolver Commitments and (B) $10,500,000; and

(b) continuing until the date that, during each of the preceding 30 consecutive days (i) Availability has been greater than the greater of (A) 15% of the Revolver Commitments and (B) $15,750,000 for each such day; and (ii) US Availability has been greater than the greater of (A) 10% of the US Revolver Commitments and (B) $10,500,000 for each such day.

Fiscal Month : each period of one month, commencing on the first day of a Fiscal Year.

Fiscal Quarter : each period of three months, commencing on the first day of a Fiscal Year.

Fiscal Year : the fiscal year of Borrowers and Subsidiaries for accounting and tax purposes, ending on December 31 of each year.

FLSA : the Fair Labor Standards Act of 1938.

Floating Rate Loan : a US Base Rate Loan or a UK Base Rate Loan, as the context may indicate.

Flood Laws : the National Flood Insurance Act of 1968, Flood Disaster Protection Act of 1973 and related laws.

FLSA : the Fair Labor Standards Act of 1938.

Foreign Lender : any Lender that is not a US Person.

Foreign Plan : any employee benefit plan or arrangement (a) maintained or contributed to by any Obligor or Subsidiary that is not subject to the laws of the United States or Canada; or (b) mandated by a government other than the United States or Canada, in each case, for employees of any Obligor or Subsidiary.

Foreign Subsidiary : any Subsidiary of the Company that is not organized under the laws of the United States, any state thereof or the District of Columbia.

Fronting Exposure : a Defaulting Lender’s interest in LC Obligations, Swingline Loans and Protective Advances, except to the extent Cash Collateralized by the Defaulting Lender or allocated to other Lenders hereunder.

Full Payment : with respect to any Obligations, (a) the full and cash payment thereof (other than contingent indemnification obligations for which no claim has been asserted), including any interest, fees and other charges accruing during an Insolvency Proceeding (whether or not allowed in the proceeding); and (b) if such Obligations are LC Obligations or inchoate or contingent in nature, Cash Collateralization thereof (or delivery of a standby letter of credit acceptable to Agent in its Permitted Discretion, in the amount of required Cash Collateral). No Revolver Loans shall be deemed to have been paid in full unless all Revolver Commitments related to such Revolver Loans are terminated.

Funded Debt : as of any date of determination, for the Company and its Subsidiaries on a consolidated basis, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase money Debt, (c) all direct obligations

arising under standby and commercial letters of credit (excluding the undrawn amount thereof), bankers’ acceptances, bank guaranties (excluding the amounts available thereunder as to which demand for payment has not yet been made), surety bonds (excluding the amounts available thereunder as to which demand for payment has not yet been made) and similar instruments, (d) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the Ordinary Course of Business) and earn-outs and other contingent payments in respect of acquisitions, in each case, to the extent any such liability becomes earned and is required to be reflected as a liability in accordance with GAAP, (e) Attributable Debt in respect of capital leases and Synthetic Lease Obligations and (f) without duplication, all Guarantees with respect to outstanding Debt of the types specified in clauses (a) through (e) above of Persons other than the Company or any such Subsidiary.

GAAP : generally accepted accounting principles in effect in the United States from time to time.

Governmental Approvals : all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and required reports to, all Governmental Authorities.

Governmental Authority : any federal, provincial, state, local, municipal, foreign or other governmental department, agency, authority, body, commission, board, bureau, court, tribunal, instrumentality, political subdivision, central bank, or other entity or officer exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions for any governmental, judicial, investigative, regulatory or self-regulatory authority, or a province or territory thereof or a foreign entity or government (including the Financial Conduct Authority, the Prudential Regulation Authority and any supra-national bodies such as the European Union or European Central Bank).

Guaranteed Obligations : US Guaranteed Obligations, UK Guaranteed Obligations or Canadian Guaranteed Obligations, or all of them, as the context may indicate.

Guarantor : (a) each Borrower, (b) each Subsidiary identified on Schedule 1.3 hereto and (c) each other Person that becomes a Guarantor after the Closing Date pursuant to Section 10.1.19 hereof or otherwise executes and delivers a Guaranty.

Guaranty : each guaranty provided under Section 11 hereof and each guaranty agreement guaranteeing any of the Obligations executed by a Guarantor in favor of Agent and in form and substance reasonably acceptable to the Agent.

Hedging Agreement : a “swap agreement” as defined in Bankruptcy Code Section 101(53B)(A).

IFRS : International Financial Reporting Standards as issued by the International Accounting Standards Board.

Immaterial Subsidiary : any Subsidiary of the Company that, as of the date of determination, does not (a) own assets (when combined with the assets of all other Immaterial Subsidiaries, after eliminating intercompany obligations) in excess of 30.00% of Consolidated Total Assets, (b) generate a portion of Consolidated EBITDA for the most recent four Fiscal Quarter period (when combined with that portion of Consolidated EBITDA generated by all other Immaterial Subsidiaries, after eliminating intercompany obligations) in excess of 7.50% of total Consolidated EBITDA for the applicable four Fiscal Quarter period, or (c) generate a portion of sales for the most recent four Fiscal Quarter period in excess of 5.00% of total sales of Company and its Subsidiaries for the applicable four Fiscal Quarter period; provided that this clause (c) shall not apply to EYELEVEL s.r.o.

Inactive Subsidiary : any Subsidiary of a Borrower (a) existing or arising in the Ordinary Course of Business that (i) does not, directly or indirectly, own any Equity Interests of any Obligor or other material assets, (ii) conducts no material business, (iii) has no material obligations and (iv) generates no material income and (b) which is identified on Schedule 1.2 , as such schedule may be updated and delivered to Agent from time to time.

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

Indemnitees : Agent Indemnitees, Lender Indemnitees, Issuing Bank Indemnitees and Bank of America Indemnitees.

InnerWorkings Canada : as defined in the recitals to this Agreement.

Insolvency Proceeding : any case or proceeding commenced by or against a Person under any state, federal or foreign law for, or any agreement of such Person to, (a) the entry of an order for relief under the Bankruptcy Code, or any other insolvency, debtor relief, arrangement or debt adjustment law, including any such law of England and Wales or Canada; (b) the appointment of a receiver, interim receiver, trustee, Monitor, liquidator, administrator, conservator or other custodian for such Person or any part of its Property; or (c) an assignment or trust mortgage for the benefit of creditors.

Inspection Trigger Event : (a) an Event of Default occurs, (b) Availability at any time for a period of three (3) consecutive Business Days is less than the greater of (A) 17.5% of the Revolver Commitments and (B) $18,375,000, or (c) US Availability at any time for a period of three (3) consecutive Business Days is less than the greater of (A) 12% of the US Revolver Commitments and (B) $12,600,000.

Intellectual Property : all intellectual property of a Person, including inventions, designs, patents, industrial designs, copyrights, trademarks and service marks and all goodwill associated therewith, trade names, trade secrets, confidential or proprietary information, customer lists, know-how, software and databases; all embodiments or fixations thereof and all related documentation, applications and registrations related thereto.

Intellectual Property Claim : any claim or assertion (whether in writing, by suit or otherwise) that a Borrower’s or Subsidiary’s ownership, use, marketing, sale or distribution of any Inventory, Equipment, Intellectual Property or other Property violates another Person’s Intellectual Property rights.

Intellectual Property Licenses : with respect to any Person (for the purpose of this definition, the “ Specified Party ”), (A) any licenses or other similar rights provided to the Specified Party in or with respect to Intellectual Property owned or controlled by any other Person (other than license agreements for commercially available off-the-shelf software or software-as-a-service that is generally available to the public which have been licensed to such Person) and (B) any licenses or other similar rights provided to any other Person in or with respect to Intellectual Property owned or controlled by the Specified Party (other than non-exclusive licenses granted to customers and contractors of the Specified Parties in the Ordinary Course of Business in connection with products or services provided by or to such Person).

Intercreditor Agreement : the Intercreditor Agreement of even date herewith between the Term Loan Agent and Agent as the same may be amended, amended and restated, and/or modified from time to time in accordance with the terms thereof and hereof, and any other intercreditor agreement, on substantially the same terms and otherwise reasonably satisfactory to Agent, entered into in connection with a refinancing of

the Term Loan Agreement and to the extent such refinancing is permitted under this Agreement and the Intercreditor Agreement.

Interest Payment Date : with respect to (i) any Floating Rate Loan, each January 1, April 1, July 1 and October 1 of each year, commencing on the first such date to occur after the Closing Date and the final maturity date of such Loan; and (ii) any Interest Period Loan, the last day of each Interest Period applicable to such Loan; provided , in the case of each Interest Period of longer than three months, the term “Interest Payment Date” shall also include each date that is three months, or an integral multiple thereof, after the commencement of such Interest Period.

Interest Period : as defined in Section 3.1.4 .

Interest Period Loan : a US LIBOR Loan or a UK LIBOR Loan, as the context may indicate.

Inventory : as defined in the UCC or the PPSA, as applicable, including all goods intended for sale, lease, display or demonstration; all work in process; and all raw materials, and other materials and supplies of any kind that are or could be used in connection with the manufacture, printing, packing, shipping, advertising, sale, lease or furnishing of such goods, or otherwise used or consumed in a Borrowing Base Party’s business (but excluding Equipment).

Inventory Cap : (a) with respect to the UK Inventory Formula Amount, $1,000,000 (or such other amount as shall be determined by the Agent in its Permitted Discretion from time to time) and (b) with respect to the US Inventory Formula Amount, $15,500,000 (or such other amount as shall be determined by the Agent in its Permitted Discretion from time to time); provided, that in no event shall the aggregate Inventory Cap for both the US Inventory Formula Amount and UK Inventory Formula Amount be greater than $16,500,000.

Inventory Reserve : without duplication of any other reserves or items that are otherwise addressed or excluded through eligibility criteria, reserves established by Agent in its Permitted Discretion to reflect factors that may negatively impact the Value of Inventory, including change in salability, obsolescence, seasonality, theft, shrinkage, imbalance, change in composition or mix, markdowns and vendor chargebacks.

Investment : an Acquisition, an acquisition of record or beneficial ownership of any Equity Interests or evidence of Debt of a Person, or a loan, advance or capital contribution to or other investment in a Person.

ITA : means the Income Tax Act 2007 (UK).

IP Security Agreement : a trademark security agreement, a patent security agreement, copyright security agreement, charge over intellectual property, or equivalent agreement in the applicable jurisdiction, by and among one or more Obligors and Agent, with such amendments or modifications as may be reasonably approved by Agent.

IRS : the United States Internal Revenue Service.

Issuing Bank : (a) Bank of America (including any Lending Office of Bank of America), or any replacement issuer appointed pursuant to Section 2.3.4 ( or Bank of America acting through its London branch with respect to Letters of Credit requested by a UK Borrower) and (b) solely with respect to the Existing Letters of Credit as to which it is identified as the issuing bank, JPMorgan Chase Bank, N.A.

Issuing Bank Indemnitees : Issuing Bank and its officers, directors, employees, Affiliates, branches, agents and attorneys.

Judgment Currency : as defined in Section 1.5.2 .

LC Application : an application by a Borrower to Issuing Bank for issuance of a Letter of Credit, in form and substance reasonably satisfactory to Issuing Bank and Agent.

LC Conditions : upon giving effect to issuance of a Letter of Credit, (a) the conditions in Section 6.1 and 6.2 are satisfied; (b)(i) total LC Obligations do not exceed the Letter of Credit Subline, (ii) no Overadvance exists, (iii) no US Overadvance exists if the Requesting Borrower is a US Borrower, (iv) no UK Overadvance exists if the Requesting Borrower is a UK Borrower, (v) if Requesting Borrower is a US Borrower and no US Revolver Loans are outstanding, the US LC Obligations do not exceed the US Borrowing Base, (vi) if Requesting Borrower is a UK Borrower and no UK Revolver Loans are outstanding, the UK LC Obligations do not exceed the UK Borrowing Base; (c) the Letter of Credit and payments thereunder are denominated in an Available Currency or other currency satisfactory to Issuing Bank; and (d) the purpose and form of the Letter of Credit are satisfactory to Issuing Bank in its discretion.

LC Documents : all documents, instruments and agreements (including LC Requests and LC Applications) delivered by the applicable Borrower or any other Person to Issuing Bank or Agent in connection with any Letter of Credit.

LC Obligations : the US LC Obligations or the UK LC Obligations, as the context may indicate.

LC Request : a request for issuance of a Letter of Credit, to be provided by the applicable Borrower to Issuing Bank, in form satisfactory to Issuing Bank.

LC Reserve : the aggregate of all LC Obligations of the applicable Borrower, other than those that have been Cash Collateralized by the applicable Borrower.

Lender Indemnitees : Lenders and Secured Bank Product Providers, and their past, present and future officers, directors, employees, Affiliates, branches, agents and attorneys.

Lenders : lenders party to this Agreement (including US Lenders, UK Lenders, Agent in its capacity as provider of Swingline Loans) and any Person who hereafter becomes a “Lender” pursuant to an Assignment, including any Lending Office of the foregoing.

Lending Office : the office (including any domestic or foreign Affiliate or branch) designated as such by Agent, a Lender or Issuing Bank by notice to Borrower Agent and, if applicable, Agent.

Letter of Credit : any standby or documentary letter of credit, foreign guaranty, documentary bankers acceptance, indemnity, reimbursement agreement or similar instrument issued by Issuing Bank for the account or benefit of a Borrower or Affiliate of a Borrower and each Existing Letter of Credit.

Letter of Credit Subline : $10,000,000.

LIBOR : the per annum rate of interest determined by Agent at or about 11:00 a.m. (London time) two Business Days prior to an interest period, for a term equivalent to such period, equal to the London Interbank Offered Rate, or comparable or successor rate approved by Agent, as published on the applicable Reuters screen page (or other commercially available source designated by Agent from time to time);

provided , that any comparable or successor rate shall be applied by Agent, if administratively feasible, in a manner consistent with market practice; and provided further , that in no event shall LIBOR be less than zero and provided further , that with respect to any LIBOR Loan denominated in Euro, each reference to "LIBOR" herein applicable to such LIBOR Loan shall be deemed to mean "EURIBOR".

LIBOR Screen Rate : the LIBOR quote on the applicable screen page the Agent designates to determine LIBOR (or such other commercially available source providing such quotations as may be designated by the Agent from time to time).

LIBOR Successor Rate : as defined in Section 3.1.5(b).

LIBOR Successor Rate Conforming Changes : with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the discretion of the Agent, to reflect the adoption of such LIBOR Successor Rate and to permit the administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Agent determines in consultation with Borrower Agent).

LIBOR Scheduled Unavailability Date : as defined in Section 3.1.5(b)(ii) .

License : any license or agreement under which an Obligor is authorized to use Intellectual Property in connection with any manufacture, marketing, distribution or disposition of Collateral, any use of Property or any other conduct of its business.

Licensor : any Person from whom an Obligor obtains the right to use any Intellectual Property.

Lien : a Person’s interest in Property securing an obligation owed to, or a claim by, such Person, including any lien, security interest, mortgage, charge, pledge, hypothecation, assignment, trust, reservation, encroachment, easement, right-of-way, covenant, condition, restriction, lease, or other title exception or encumbrance.

Lien Waiver : an agreement, in form and substance reasonably satisfactory to Agent, by which (a) for any material Collateral located on leased premises or premises subject to a mortgage, the lessor or mortgagee, as applicable, waives or subordinates any Lien it may have on the Collateral, and agrees to permit the Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for Agent, and agrees to deliver the Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License.

Loan : a Revolver Loan.

Loan Documents : this Agreement, Other Agreements and Security Documents.

Loan Year : each 12 month period commencing on the Closing Date or an anniversary thereof.

Madden Acquisition : the acquisition by the Company of certain contracts and assets of Madden Communication Inc., an Illinois corporation, pursuant to that certain Master Transaction Agreement to be dated on or about August 1, 2019, among the Company, Madden Communications Inc. and certain owners of Madden Communications Inc. for aggregate consideration of not more than $390,000, subject to adjustment for pro-ration of rent, real estate taxes and other payment obligations under contracts assumed in connection therewith.

Margin Stock : as defined in Regulation U of the Board of Governors.

Material Adverse Effect : the effect of any event or circumstance that, taken alone or in conjunction with other events or circumstances, (a) has or could be reasonably expected to have a material adverse effect on the business, operations, Properties or financial condition of the Obligors, taken as a whole, or on the value of any material Collateral, (b) has or could be reasonably expected to have a material adverse effect on the enforceability of any Loan Document against the Obligors, or on the validity or priority of Agent’s Liens on any material portion of the Collateral; (c) impairs the ability of the Obligors, taken as a whole, to perform their material obligations under the Loan Documents, including repayment of any Obligations; or (d) has or could be reasonably expected to have a material adverse effect on the ability of Agent or any Lender to enforce or collect any Obligations or to realize upon any material portion of the Collateral.

Material Contract : any contract or other agreement or arrangement to which a Borrower or Subsidiary is party (other than the Loan Documents) (a) that is deemed to be a material contract under any securities law applicable to such Person, including the Securities Act of 1933; or (b) for which breach, termination, nonperformance or failure to renew could reasonably be expected to have a Material Adverse Effect.

Material Debt : the Term Facility or any other Debt in an aggregate principal amount of $1,000,000 or more.

Material Disposition : an Asset Disposition other than in the Ordinary Course of Business that directly or indirectly includes Property having a book value or market value (whichever is higher) in excess of $1,000,000.

Material License : each License (other than licenses for commercially available off-the-shelf software or software-as-a-service that is generally available to the public which have been licensed to such Person) of a Borrower or any Subsidiary material to the production or sale of Inventory with a value of, or material to the business of any Obligor generating annual net income of, at least $500,000.

Moody’s : Moody’s Investors Service, Inc. or any successor acceptable to Agent.

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

Multiple Employer Plan : a Plan that has two or more contributing sponsors, including an Obligor or ERISA Affiliate, at least two of whom are not under common control, as described in Section 4064 of ERISA.

Net Proceeds : with respect to an Asset Disposition or any proceeds of insurance of any Collateral or any awards arising from condemnation or expropriation of any Collateral, proceeds (including, when

received, any deferred or escrowed payments) received by any Obligor or its respective Subsidiaries in cash from such disposition, net of (a) reasonable and customary costs and expenses actually incurred in connection therewith, including legal fees, sales commissions, accounting fees and investment banking fees; (b) amounts applied to repayment of Debt secured by a Permitted Lien senior to Agent’s Liens on Collateral sold; (c) Taxes paid or reasonably estimated by Obligors to be payable as a result thereof, including transfer or similar taxes; provided that, to the extent such estimated taxes are not actually paid or payable as estimated, such amounts shall be included in Net Proceeds and be promptly paid to Agent as if included in the original calculation of Net Proceeds; and (d) reserves for indemnities, until such reserves are no longer needed.

NOLV Percentage : the net orderly liquidation value of Inventory, expressed as a percentage, expected to be realized at an orderly, negotiated sale held within a reasonable period of time, net of all liquidation expenses, as determined from the most recent appraisal of the applicable Borrowing Base Party’s Inventory performed by an appraiser and on terms reasonably satisfactory to Agent.

Notice of Borrowing : a request by Borrower Agent for a Borrowing of Revolver Loans, in form reasonably satisfactory to Agent.

Notice of Conversion/Continuation : a request by Borrower Agent for conversion or continuation of a Loan as a US LIBOR Loan, or a UK LIBOR Loan as applicable, in form reasonably satisfactory to Agent.

Obligations : all (a) principal of and premium, if any, on the Revolver Loans, (b) LC Obligations and other obligations of Obligors with respect to Letters of Credit, (c) interest, expenses, fees, indemnification obligations, Extraordinary Expenses and other amounts payable by Obligors under Loan Documents, (d) Secured Bank Product Obligations, and (e) other Debts, obligations and liabilities of any kind owing by Obligors pursuant to the Loan Documents, in each case whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several; provided , that Obligations of an Obligor shall not include its Excluded Swap Obligations.

Obligor : each Borrower, Guarantor or other Person that is liable for payment of any Obligations or that has granted a Lien on its assets in favor of Agent to secure any Obligations.

OFAC : Office of Foreign Assets Control of the US Treasury Department.

Off-Balance Sheet Liability : with respect to any Person, (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered into by such Person, or (c) any indebtedness, liability or obligation arising with respect to any other transaction to which such Person is a party where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP.

Ordinary Course of Business : the ordinary course of business of any Borrower or Subsidiary, undertaken in good faith and consistent with Applicable Law and past practices.

Organic Documents : with respect to any Person, its charter, certificate or articles of incorporation, memorandum and articles of association, constitutional documents, certificate of change of name (if any), bylaws, articles of organization, limited liability agreement, operating agreement, members agreement, shareholders agreement, partnership agreement, certificate of partnership, certificate of formation,

memorandum of association, voting trust agreement, or similar agreement or instrument governing the formation or operation of such Person.

OSHA : the Occupational Safety and Health Act of 1970.

Other Agreement : each LC Document, Fee Letters, Lien Waiver, Intercreditor Agreement, ABL Borrowing Base Report, Term Loan Borrowing Base Report, Compliance Certificate, Borrower Materials, other intercreditor or subordination agreements, or other note, document, instrument or agreement (other than this Agreement or a Security Document) now or hereafter delivered by an Obligor or other Person to Agent or a Lender in connection with any transactions relating hereto.

Other Connection Taxes : 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 party to, performed its obligations under, received payments under, received or perfected a Lien under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in, any Revolver Loan or Loan Document).

Other Taxes : all present or future stamp, court, 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 Lien 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 14.4(c) ).

Overadvance : a US Overadvance or a UK Overadvance, as the context may indicate.

Participant : as defined in Section 14.2.1 .

Participating Member State : any member state of the European Union that has the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

Patriot Act : the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001).

Payment Conditions : with respect to any Specified Transaction, the satisfaction of the following conditions:

(a)    as of the date of any such Specified Transaction and immediately after giving effect thereto, no Default or Event of Default has occurred and is continuing;

(b)    (i) Availability (after giving Pro Forma Effect to such Specified Transaction) for each day during the thirty (30) consecutive day period ending on and including the date of such Specified Transaction shall be not less than the greater of (A) 15% of the Revolver Commitments and (B) $15,750,000, for each such date; and (ii) US Availability (after giving Pro Forma Effect to such Specified Transaction) for each day during the thirty (30) consecutive day period ending on and including the date of such Specified Transaction shall be not less than the greater of (A) 10% of the Revolver Commitments and (B) $10,500,000, for each such date;

(c)    the Consolidated Fixed Charge Coverage Ratio as of the end of the most recently ended Test Period prior to the making of such Specified Transaction, calculated on a Pro Forma Basis, shall be equal to or greater than 1.00 to 1.00; provided that, the Consolidated Fixed Charge Coverage Ratio test described

in this clause (c) shall not apply if both (i) Availability (calculated in order to give Pro Forma Effect to such Specified Transaction) for each day during the thirty (30) consecutive day period ending on and including the date of such Specified Transaction is not less than the greater of (A) 20% of the Revolver Commitments and (B) $21,000,000, for each such date and (ii) US Availability (calculated in order to give Pro Forma Effect to such Specified Transaction) for each day during the thirty (30) consecutive day period ending on and including the date of such Specified Transaction is not less than the greater of (A) 14% of the Revolver Commitments and (B) $14,700,000, for each such date; and

(d)    the Agent shall have received a certificate of an authorized officer of the Borrower Agent certifying as to compliance with the preceding clauses and demonstrating (in reasonable detail) the calculations required thereby.

For the avoidance of doubt, the Payment Conditions shall not be required to be satisfied in connection with the closing of the Madden Acquisition.

Payment Item : each check, draft or other item of payment payable to any Obligor, including those constituting proceeds of any Collateral.

PBGC : the Pension Benefit Guaranty Corporation.

Pension Funding Rules : Code and ERISA rules regarding minimum required contributions (including installment payments) to Pension Plans set forth in, for plan years ending prior to the Pension Protection Act of 2006 effective date, Section 412 of the Code and Section 302 of ERISA, both as in effect prior to such act, and thereafter, Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

Pension Plan : any employee pension benefit plan (as defined in Section 3(2) of ERISA), other than a Multiemployer Plan, but for purposes of clarity, including any multiple employer plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Obligor or ERISA Affiliate or to which the Obligor or ERISA Affiliate contributes or has an obligation to contribute, or has made contributions at any time during the immediately preceding five plan years or to which any Obligor or ERISA Affiliate has any liability (contingent or otherwise).

Permitted Asset Disposition : Asset Dispositions permitted under Section 10.2.6.

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

Permitted Equity Redemption : a purchase, redemption or other acquisition by an Obligor or a Subsidiary of shares of its common stock or its other common Equity Interests or warrants or options to acquire any such Equity Interests consummated in the Ordinary Course of Business in connection with customary employee or management agreements, plans or similar arrangements approved by the Board of Directors of such Obligor or Subsidiary so long as (a) no Default or Event of Default is continuing at the time of consummation of such purchase, redemption or other acquisition and (b) the aggregate amount paid in connection with all such purchases, redemptions or otherwise acquisitions in any Fiscal Year does not exceed $500,000.

Permitted Lien : as defined in Section 10.2.2 .

Permitted Purchase Money Debt : Purchase Money Debt of any Obligor or its respective Subsidiaries that is unsecured or secured only by a Purchase Money Lien and Debt under Capital Leases of any Obligor, as long as the aggregate amount does not exceed $2,000,000 at any time.

Person : any individual, corporation, limited liability company, unlimited liability company, partnership, joint venture, association, trust, unincorporated organization, Governmental Authority or other entity.

Plan : an employee benefit plan (as defined in Section 3(3) of ERISA) maintained for employees of an Obligor or ERISA Affiliate, or to which an Obligor or ERISA Affiliate is required to contribute on behalf of its employees.

Platform : as defined in Section 15.3.3 .

Pledged Debt : as defined in Section 7.4.2 .

Pledged Interest : as defined in Section 7.4.1 .

PPSA : the Personal Property Security Act (Ontario) and the regulations thereunder; provided , however , if validity, perfection and effect of perfection and non‑perfection of Agent’s security interest in any Collateral of any Obligor are governed by the personal property security laws of any Canadian jurisdiction other than Ontario, PPSA shall mean those personal property security laws (including the Civil Code of Quebec ) in such other jurisdiction for the purposes of the provisions hereof relating to such validity, perfection, and effect of perfection and non‑perfection and for the definitions related to such provisions, as from time to time in effect.

Prime Rate : the rate of interest announced by Bank of America from time to time as its prime rate. Such rate is set by Bank of America on the basis of various factors, including its costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such rate. Any change in such rate publicly announced by Bank of America shall take effect at the opening of business on the day specified in the announcement.

Pro Forma Basis and Pro Forma Effect :

(a)    With respect to compliance with any applicable test, financial ratio or covenant hereunder, that (i) the pro forma adjustment in the definition of Consolidated EBITDA shall have been made, to the extent applicable, and, without duplication, (ii) all Specified Transactions that have been made during the applicable period of measurement or subsequent to such period and prior to or simultaneously with the event for which the calculation is made (the period beginning on the first day of such period of measurement and continuing until the date of the consummation of such event, the “ Reference Period ”) shall be deemed to have occurred as of the first day of the applicable Reference Period; provided that (A) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, shall be included in the case of an Investment described in the definition of Specified Transaction, and (B) all Debt issued, incurred or assumed as a result of, or to finance, any Specified Transaction or permanently repaid in connection with any Specified Transaction during the Reference Period shall be deemed to have been issued, incurred, assumed or permanently repaid at the beginning of such Reference Period (with interest expense of such Person attributable to any Debt for which pro forma effect is being given as provided in preceding clause (B) that has a floating or formula rate, shall have an implied rate of interest for the applicable Reference Period determined by utilizing the rate that is or would be in effect with respect to such Debt as at the relevant date of determination); provided that, the foregoing pro forma adjustments may

be applied to any such test, financial ratio or covenant solely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA.

(b)    With respect to any calculation of Availability on a pro forma basis for any period or as of any specified time pursuant to any provision hereunder, the determination or calculation of Availability shall be made giving pro forma effect to all Loans and Letters of Credit to be made in connection with the consummation of all Specified Transactions occurring on or prior to such date as if such Loans and Letters of Credit were incurred as of the date of such Specified Transactions and on each date of the period being so tested.

(c)    With respect to any calculation of the Consolidated Fixed Charge Coverage Ratio on a pro forma basis for any determination of compliance with the Payment Conditions in order to permit any payment of Debt under Section 10.2.7(a)(vi) (the “ Applicable Prepayment ”), such calculation shall be made as if the Applicable Prepayment and all other Applicable Prepayments made during applicable Reference Period were included in the definition of Consolidated Fixed Charges.

Pro Rata : with respect to:

(a)    any US Lender and its share of any US Revolver Commitments or US Obligations, or its voting or other rights with respect to, or any other matters relating to, the US Obligations, (i) prior to the Revolver Commitment Termination Date, a percentage (carried out to the ninth decimal place) determined by dividing the amount of such US Lender’s US Revolver Commitment by the aggregate amount of all US Revolver Commitments (the “ US Applicable Percentage ”), and (ii) upon and after the Revolver Commitment Termination Date, the US Applicable Percentage of such US Lender under this clause most recently in effect, giving effect to any subsequent assignment;

(b)    any UK Lender and its share of any UK Revolver Commitments or UK Obligations, or its voting or other rights with respect to or matters relating to the UK Obligations, (i) prior to the Revolver Commitment Termination Date, a percentage (carried out to the ninth decimal place) determined by dividing the amount of such UK Lender’s UK Revolver Commitment by the aggregate amount of all UK Revolver Commitments (the “ UK Applicable Percentage ”), and (ii) upon and after the Revolver Commitment Termination Date, the UK Applicable Percentage of such UK Lender under this clause most recently in effect, giving effect to any subsequent assignment; and

(c)    any Lender and its share of all Revolver Commitments or Obligations, or its voting or other rights with respect to or matters relating to the Revolving Facility as a whole, including indemnity obligations and reimbursement obligations owing to Agent, (i) prior to the Revolver Commitment Termination Date, a percentage (carried out to the ninth decimal place) determined by dividing the sum of such Lender’s US Revolver Commitment and the Dollar Equivalent of the amount of such Lenders’ UK Revolver Commitment by the aggregate amount of the Dollar Equivalent of all Revolver Commitments (the “ Applicable Percentage ”); and (ii) upon and after the Revolver Commitment Termination Date, the Applicable Percentage of such Lender under this clause most recently in effect, giving effect to any subsequent assignment.

Properly Contested : with respect to any obligation of an Obligor, (a) the obligation is subject to a bona fide dispute regarding amount or the Obligor’s liability to pay; (b) the obligation is being properly contested in good faith by appropriate proceedings promptly instituted and diligently pursued; (c) appropriate reserves have been established in accordance with GAAP (or, as the context may indicate, IFRS as it relates to UK Incorporated Obligors); (d) non-payment could not reasonably be expected to have a Material Adverse Effect, nor result in forfeiture or sale of any material assets of the Obligor; (e) no Lien (other than a Permitted Lien) is imposed on assets of the Obligor, unless bonded and stayed to the reasonable satisfaction of Agent;

and (f) if the obligation results from entry of a judgment or other order, such judgment or order is stayed pending appeal or other judicial review.

Property : any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

Protective Advances : US Protective Advances or UK Protective Advances, as the context may indicate.

Purchase Money Debt : (a) Debt (other than the Obligations) for payment of any of the purchase price of fixed assets; (b) Debt (other than the Obligations) incurred within 90 days before or after acquisition of any fixed assets, for the purpose of financing any of the purchase price thereof; and (c) any renewals, extensions or refinancings (but not increases) thereof.

Purchase Money Lien : a Lien that secures Purchase Money Debt, encumbering only the fixed assets acquired with such Debt and constituting a Capital Lease or a purchase money security interest under the UCC, the PPSA or other Applicable Law.

Qualified ECP : an Obligor with total assets exceeding $10,000,000, or that constitutes an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” under Section 1a(18)(A)(v)(II) of such act.

Qualifying Lender :

(a)    a Lender (other than a Lender within clause (b) below) which is beneficially entitled to interest payable to that Lender in respect of an advance under a Loan Document and is:

(i)    a Lender:

(A)    that is a bank (as defined for the purpose of section 879 of the ITA) making an advance under a Loan Document and is within the charge to UK corporation tax as respects any payments of interest made in respect of that advance or would be within such charge as respects such payments apart from section 18A of the CTA; or

(B)    in respect of an advance made under a Loan Document by a person that was a bank (as defined for the purpose of section 879 of the ITA) at the time that such advance was made, and, is within the charge to United Kingdom corporation tax with respect to any payments of interest made in respect of that advance; or

(ii)    a Lender which is:

(A)    a company resident in the United Kingdom for United Kingdom tax purposes;

(B)    a partnership, each member of which is:

(1) a company so resident in the United Kingdom; or

(2)    a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing

its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

(C)    a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company; or

(iii)    a Treaty Lender; or

(b)    a building society (as defined for the purposes of section 880 of the ITA) making an advance under a Loan Document.

RCRA : the Resource Conservation and Recovery Act (42 U.S.C. §§ 6991-6991i).

Real Estate : all right, title and interest (whether as owner, lessor or lessee) in any real Property or any buildings, structures, parking areas or other improvements thereon.

Recipient : Agent, Issuing Bank, any Lender or any other recipient of a payment to be made by an Obligor under a Loan Document or on account of an Obligation.

Refinancing Conditions : the following conditions (a) for Refinancing Debt (other than with respect to the extending, renewing or refinancing of Debt arising under the Term Facility): (i) the Refinancing Debt is in an aggregate principal amount that, together with any undrawn commitments therefor, does not exceed the sum of the principal amount of the Debt and the undrawn commitments therefore, in each case being extended, renewed or refinanced; (ii) it has a final maturity no sooner than, a weighted average life no less than, and an interest rate no greater than, the Debt being extended, renewed or refinanced; (iii) it is subordinated to the Obligations at least to the same extent as the Debt being extended, renewed or refinanced; (iv) the representations, covenants and defaults applicable to it are no less favorable to Borrowers than those applicable to the Debt being extended, renewed or refinanced; (v) no additional Lien is granted to secure it; (vi) if it is secured, the terms and conditions relating to collateral for such Debt, taken as a whole, shall be no more favorable to the investors providing such Debt than the terms and conditions with respect to the collateral for the Debt being extended, renewed or refinanced (and the Liens on any collateral securing such Debt shall have the same (or lesser) priority as the Debt relative to the Liens on the Collateral securing the Obligations and shall be subordinated to the Liens securing the Obligations at least to the same extent as the Liens securing the Debt being extended, renewed or refinanced); (vii) no additional Person is obligated on such Debt; and (viii) upon giving effect to it, no Default or Event of Default exists; or (b) for Refinancing Debt that is extending, renewing or refinancing Debt arising under the Term Facility, such Debt (i) has a final maturity no sooner than and a weighted average life no less than the Debt under the Term Facility being extended, renewed or refinanced and (ii) is extended, renewed or refinanced in accordance with and to the extent permitted by the terms and provisions of the Intercreditor Agreement.

Refinancing Debt : Debt that is the result of an extension, renewal or refinancing of Debt permitted under Section 10.2.1(b) , (c), (e) , or (l) .

Register : as defined in Section 14.3.5.

Reimbursement Date : as defined in Section 2.3.2 .

Rent and Charges Reserve : the aggregate of (a) all past due rent and other amounts owing by an Obligor to any landlord, warehouseman, processor, repairman, mechanic, shipper, freight forwarder, broker or other Person who possesses any Collateral included in an ABL Borrowing Base or could assert a Lien on any Collateral included in an ABL Borrowing Base; and (b) a reserve equal to not more than three months’ rent and other charges that could be payable to any such Person, unless it has executed a Lien Waiver.

Report : as defined in Section 13.2.3 .

Reportable Event : any event set forth in Section 4043(c) of ERISA.

Requesting Borrower : with respect to any Letter of Credit, shall mean the Borrower requesting such Letter of Credit to be issued for the benefit of itself or any of its Subsidiaries.

Required Lenders : Secured Parties holding more than 50% of (a) the aggregate outstanding Revolver Commitments; or (b) after termination of the Revolver Commitments, the aggregate outstanding Revolver Loans and LC Obligations or, upon Full Payment of all Revolver Loans and LC Obligations, the aggregate remaining Obligations; provided , that Revolver Commitments, Revolver Loans and other Obligations held by a Defaulting Lender and its Affiliates shall be disregarded in making such calculation, but any related Fronting Exposure shall be deemed held as a Revolver Loan or LC Obligation by the Lender that funded the applicable Revolver Loan or issued the applicable Letter of Credit and provided further , that so long as there are two or more unaffiliated Secured Parties (excluding Defaulting Lenders) holding Revolver Commitments, Required Lenders must include at least two such unaffiliated Secured Parties.

Restrictive Agreement : an agreement (other than a Loan Document) that conditions or restricts the right of any Borrower, Subsidiary or other Obligor to incur or repay Debt, to grant Liens on any assets, to declare or make Distributions, to modify, extend or renew any agreement evidencing Debt, or to repay any intercompany Debt.

Revolver Commitment : a US Revolver Commitment or a UK Revolver Commitment, as the context may indicate.

Revolver Commitment Termination Date : the earliest to occur of (a) the Revolver Termination Date; (b) the date on which the Borrower Agent terminates the US Revolver Commitments pursuant to Section 2.1.5 : or (c) the date on which the Revolver Commitments are terminated pursuant to Section 12.2 .

Revolver Commitments : the aggregate amount of the Revolver Commitments of all Lenders.

Revolver Loan : a US Revolver Loan or a UK Revolver Loan, as the context may indicate.

Revolver Subfacilities : (a) the US Subfacility and (b) the UK Subfacility.

Revolver Termination Date : July 16, 2024.

Revolver Usage : the sum of the US Revolver Usage and the UK Revolver Usage.

S&P : Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc., or any successor acceptable to Agent.

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

Sanction : any sanction administered or enforced by the US government (including OFAC), United Nations Security Council, European Union, UK government, Canadian government or other sanctions authority.

Secured Bank Product Obligations : Debt, obligations and other liabilities with respect to Bank Products owing by a Borrower, any Subsidiary of a Borrower or any Affiliate of a Borrower to a Secured Bank Product Provider; provided , that Secured Bank Product Obligations of an Obligor shall not include its Excluded Swap Obligations.

Secured Bank Product Provider : (a) Bank of America or any of its branches or Affiliates; and (b) any other Lender or Affiliate or branch of a Lender that is providing a Bank Product (or Person that, at the time such Bank Product was initially provided and/or made available by such Person, was a Lender or Affiliate or branch of a Lender), provided such provider delivers written notice to Agent, in form and substance reasonably satisfactory to Agent, within 10 days (or such longer period as the Agent may agree) following the later of the Closing Date or creation of the Bank Product, (i) describing the Bank Product and setting forth the maximum amount to be secured by the Collateral and the methodology to be used in calculating such amount, and (ii) agreeing to be bound by Section 13.13 .

Secured Parties : US Secured Parties or UK Secured Parties, as the context may indicate.

Security Documents : the Guaranties, UK Security Agreements, Canadian Security Agreements, Control Agreements, IP Security Agreements and all other documents, instruments and agreements now or hereafter securing (or given with the intent to secure) any Obligations.

Senior Officer : the chairman of the board, president, chief executive officer, chief financial officer, treasurer or assistant treasurer of a Borrower or, if the context may indicate, an Obligor.

Settlement Report : a report summarizing Revolver Loans and participations in LC Obligations outstanding as of a given settlement date, allocated to Lenders on a Pro Rata basis in accordance with their Revolver Commitments.

Solvent : as to any Person, such Person (a) owns Property whose fair salable value is greater than the amount required to pay all of its debts (including contingent, subordinated, unmatured and unliquidated liabilities); (b) owns Property whose present fair salable value (as defined below) is greater than the probable total liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) of such Person as they become absolute and matured; (c) is able to pay all of its debts as they mature in the normal course of business; (d) has capital that is not unreasonably small for its business and is sufficient to carry on its business and transactions and all business and transactions in which it is about to engage; (e) is not “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code, or, with respect to a UK Borrower or any other Obligor organized under the laws of England and Wales, it is not or is not deemed, for the purpose of and under the Insolvency Act 1986, to be unable to pay its debts as they fall due, or, with respect to a Canadian Guarantor, is not an “insolvent person” as defined in the Bankruptcy and Insolvency Act (Canada); and (f) has not incurred (by way of assumption or otherwise) any obligations or liabilities (contingent or otherwise) under any Loan Documents, or made any conveyance in connection therewith, with actual intent to hinder, delay or defraud either present or future creditors of such Person or any of its Affiliates. “ Fair salable value ” means the amount that could be obtained for assets within a reasonable time, either through collection or through sale under ordinary selling conditions by a capable and diligent seller to an interested buyer who is willing (but under no compulsion) to purchase.

Specified Debt Payment : any payment or prepayment of Debt made pursuant to Section 10.2.7(a)(vi) .

Specified Distribution : any Distribution made pursuant to Section 10.2.4(a)(iv) .

Specified Event of Default : any of (a) an Event of Default pursuant to Section 12.1(a) or (j) , (b) an Event of Default pursuant to Section 12.1(b) as a result of a material misrepresentation of the calculation of the ABL Borrowing Base, (c) an Event of Default pursuant to Section 12.1(c) as a result of the failure to deliver any ABL Borrowing Base Report in accordance with the terms of this Agreement; (d) an Event of Default pursuant to Section 12.1(c) as a result of the failure to comply with Section 8.2.5 and (e) an Event of Default pursuant to Section 12.1(c) as a result of the failure to comply with Section 10.3 .

Specified Investment : any Investment made pursuant to Section 10.2.5(k) .

Specified Obligor : an Obligor that is not then an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 5.11 ).

Specified Transaction : each Specified Debt Payment, Specified Investment and Specified Distribution.

Spot Rate : the exchange rate, as determined by Agent, that is applicable to conversion of one currency into another currency, which is (a) the exchange rate reported by Bloomberg (or other commercially available source designated by Agent) as of the end of the preceding business day in the financial market for the first currency; or (b) if such report is unavailable for any reason, the spot rate for the purchase of the first currency with the second currency as in effect during the preceding business day in Agent’s principal foreign exchange trading office for the first currency.

Stated Amount : the outstanding amount of a Letter of Credit, including any automatic increase or tolerance (whether or not then in effect) provided by the terms of the Letter of Credit or related LC Documents.

Sterling or £ : the lawful currency of the UK.

Subsidiary : with respect to any Person, any entity at least 50% of whose Voting Equity Interests is owned directly or indirectly by such Person (including indirect ownership through other entities in which such Person directly or indirectly owns 50% of such Voting Equity Interests). If not otherwise indicated, “Subsidiary” shall mean a Subsidiary of the Company.

Subsidiary Guarantor : each Subsidiary of the Company that is a Guarantor.

Supplier Finance Accounts : all Accounts owing from an Account Debtor as to which an Obligor has entered into an Approved Supplier Finance Arrangement (whether or not such Account has been assigned or sold pursuant to such arrangement).

Swap Obligations : with respect to an Obligor, its obligations under a Hedging Agreement that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

Synthetic Lease Obligation : the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or

bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

Swingline Loan : a US Swingline Loan or a UK Swingline Loan, as the context may indicate.

TARGET Day : any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such payment system ceases to be operative, such other payment system (if any) determined by the Agent to be a suitable replacement) is open for the settlement of payments in Euro.

Taxes : all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

Tax Confirmation : a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Loan Document is either:

(a)    a company resident in the United Kingdom for United Kingdom tax purposes; or

(b)    a partnership each member of which is:

(i)    a company so resident in the United Kingdom; or

(ii)    a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

(c)    a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.

Tax Credit : a credit against, relief or remission for, or repayment of, any Taxes.

Tax Deduction : a deduction or withholding from a payment under any Loan Document for and on account of any Taxes other than a FATCA Deduction.

Tax Payment : in relation to any UK Tax Obligor, either the increase in a payment made by that UK Tax Obligor to a UK Lender under Section 5.12(b) or a payment under Section 5.12(c) .

Term Facility : the term credit facility provided to the Company pursuant to the Term Loan Credit Agreement and other Term Loan Documents.

Term Lenders : each “Lender” as defined in the Term Loan Credit Agreement.

Term Loan Agent : TCW Asset Management Company LLC, as administrative agent and collateral agent, in its capacity as such, together with its successors and assigns.

Term Loan Borrowers : each "Borrower" as defined in the Term Loan Credit Agreement.

Term Loan Borrowing Base : the Term Loan US Borrowing Base or the Term Loan UK Borrowing Base, or both, as the context may indicate.

Term Loan Borrowing Base Report : a report of the Term Loan Borrowing Base, in form and substance reasonably satisfactory to Agent.

Term Loan Credit Agreement : that certain Term Loan and Security Agreement dated as of the date hereof among the Company, as the borrower thereunder, the other Term Loan Borrowers party thereto, the guarantors party thereto, the Term Lenders party thereto and the Term Loan Agent.

Term Loan Documents : the Term Loan Credit Agreement and each other “Loan Document” as defined in the Term Loan Credit Agreement.

Term Loan Maturity Date : the "Maturity Date" as defined in the Term Loan Credit Agreement.

Term Loan Obligations : all obligations, liabilities and indebtedness of the Borrowers and any Subsidiaries from time to time party to the Term Loan Documents owing to the Term Loan Agent or the Term Lenders of any and every kind and nature, howsoever created, arising or evidenced and howsoever owned, held or acquired, whether now or hereafter existing, whether now due or to become due, whether primary, secondary, direct, indirect, absolute, contingent or otherwise (including obligations of performance), whether several, joint or joint and several, in each case, arising under the Term Loan Credit Agreement and other Term Loan Documents.

Term Loan Push Down Reserve : a reserve against the ABL Borrowing Base in an amount equal to (a) (i) $14,000,000 for the period from the Closing Date through December 31, 2019, and (ii) at all times after December 31, 2019, $20,000,000 minus (b) the amount by which the Term Loan Borrowing Base exceeds the ABL Borrowing Base (but in no event less than zero). For purposes of the Term Loan Push Down Reserve, the Agent will be entitled to rely solely on the calculation of the Term Loan Borrowing Base made by the Borrowers unless the Agent receives written notification by the Term Loan Agent that such calculation is inaccurate, together with a reasonable calculation of the correct Term Loan Push Down Reserve. In such event, the Agent shall be entitled to rely solely on such written notice and the calculation of the Term Loan Push Down Reserve by the Term Loan Agent thereunder.

Term Loan UK Borrowing Base : the UK Borrowing Base as calculated hereunder; provided that such calculation shall be based on (a) each numerical advance rate utilized in the UK Accounts Formula Amount being deemed to be 95% and (b) each numerical advance rate utilized in the UK Inventory Formula Amount being deemed to be 100%.

Term Loan US Borrowing Base : the US Borrowing Base as calculated hereunder; provided that such calculation shall be based on (a) each numerical advance rate utilized in the US Accounts Formula Amount being deemed to be 95% and (b) each numerical advance rate utilized in the US Inventory Formula Amount being deemed to be 100%.

Term Priority Collateral : as defined in the Intercreditor Agreement.

Term Priority Collateral Account : as defined in the Intercreditor Agreement.

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

Test Period : at any time, the most recently ended period of twelve (12) consecutive months for which financial statements and a Compliance Certificate have been delivered to the Agent pursuant to Section 10.1.2 at or prior to such time.

Total Commitment : means the sum of the amounts of the UK Lenders’ UK Revolver Commitments and US Lenders’ US Revolver Commitments.

Transferee : any actual or potential Eligible Assignee, Participant or other Person acquiring an interest in any Obligations.

Treaty Lender : a Lender which:

(a)    is treated as a resident of a Treaty State for the purposes of the relevant Treaty;

(b)    does not carry on a business in the United Kingdom through a permanent establishment with which that Lender’s participation in any advance is effectively connected; and

(c)    fulfils any other conditions which must be fulfilled under the relevant Treaty by residents of that Treaty State (subject to completion of any necessary procedural or filing requirements) for such residents to obtain full exemption from United Kingdom taxation on interest payable to that Lender in respect of an advance under a Loan Document.

Treaty State : a jurisdiction having a double taxation agreement (a “ Treaty ”) with the United Kingdom which makes provision for full exemption from tax imposed by the United Kingdom on interest.

Trigger Period : the period:

(a) commencing on any day that:

(i)    any Event of Default occurs; or

(ii)    Availability at any time is less than the greater of (A) 15% of the Revolver Commitments and (B) $15,750,000; or

(iii)    US Availability at any time is less than the greater of (A) 10% of the US Revolver Commitments and (B) $10,500,000; and

(b) continuing until the date that, during each of the preceding 30 consecutive days,

(i)     no Event of Default has occurred or been continuing;

(ii)    Availability has been greater than the greater of (A) 15% of the Revolver Commitments and (B) $15,750,000 for each such day; and

(iv)    US Availability has been greater than the greater of (A) 10% of the US Revolver Commitments and (B) $12,000,000 for each such day.

Trust Accounts : Deposit Accounts or Securities Accounts containing cash, cash equivalents or Securities (a) held exclusively for payroll and payroll taxes, (b) held exclusively for employee benefit payments and expenses related to an Obligor’s employees, (c) required to be collected, remitted or withheld exclusively to pay taxes (including, without limitation, federal and state withholding taxes (including the employer’s share thereof)) or (d) held by any Obligor expressly in trust or as an escrow or fiduciary for another person which is not an Obligor.

UCC : the Uniform Commercial Code as in effect in the State of Illinois or, when the laws of any other jurisdiction govern the perfection or enforcement of any Lien, the Uniform Commercial Code of such jurisdiction.

UK : the United Kingdom of Great Britain and Northern Ireland.

UK Accounts Formula Amount : the sum of (a) 85% of the Value of Eligible UK Billed Accounts and (b) the lesser of (i) 75% of the Value of Eligible UK Unbilled Accounts and (ii) the Unbilled Cap.

UK Availability : the Dollar Equivalent of the UK Borrowing Base minus UK Revolver Usage.

UK Availability Reserve : the sum (without duplication) of (a) the Inventory Reserve with respect to the Inventory of a UK Borrowing Base Party; (b) the Rent and Charges Reserve with respect to a UK Borrowing Base Party; (c) the LC Reserve applicable to a UK Borrowing Base Party; (d) the UK Bank Product Reserve; (e) all accrued royalties payable by a UK Borrowing Base Party, whether or not then due and payable by a UK Borrowing Base Party; (f) the aggregate amount of liabilities or amounts which (by virtue of any Liens upon UK Collateral or any statutory provision) rank or are capable of ranking in priority to the Agent’s and/or Secured Parties’ Liens and/or for amounts which may represent costs relating to the enforcement of the Agent’s and Secured Parties’ Liens, in such amounts as Agent in its Permitted Discretion may elect to impose from time to time (but imposition of any such reserve shall not waive an Event of Default arising therefrom); (g) the UK Dilution Reserve; (h) the UK Term Loan Push Down Reserve; (i) a reserve for the prescribed part of floating charge realizations which may be set aside for unsecured creditors which at the date of this Agreement is a maximum of 600,000 Sterling (subject to change) for each UK Incorporated Obligor that is a UK Borrowing Base Party; (j) amounts due to employees in respect of unpaid wages and holiday pay, in such amounts and with respect to such matters, as Agent in its Permitted Discretion may elect to impose from time to time; (k) the amount of all scheduled but unpaid pension contributions, in such amounts and with respect to such matters, as Agent in its Permitted Discretion may elect to impose from time to time; (l) the expenses and liabilities incurred by any administrator (or other insolvency officer) and any remuneration of such administrator (or other insolvency officer), in such amounts and with respect to such matters, as Agent in its Permitted Discretion may elect to impose from time to time; and (m) such additional reserves, in such amounts and with respect to such matters, as Agent in its Permitted Discretion may elect to impose from time to time; provided , that (i) the reserves included in the UK Availability Reserve shall not be duplicative of the eligibility criteria for Eligible UK Accounts or Eligible UK Inventory and (ii) the Agent shall use reasonable efforts to notify the Borrower Agent in advance of the implementation of a new reserve or increase in an existing reserve (but the failure of the Agent to so notify the Borrower Agent shall not limit the effectiveness of any reserve or give rise to any liability of Agent).

UK Bank Product : any of the following products or services extended to a UK Borrower, any Subsidiary of a UK Borrower, or any Affiliate of a UK Borrower (other than a US Incorporated Obligor or a Canadian Guarantor) by any Secured Bank Product Provider: (a) Cash Management Services; (b) products under Hedging Agreements; (c) commercial credit card, "p-card"/purchasing card and merchant card services; and (d) other banking products or services, other than Letters of Credit.

UK Bank Product Reserve : the aggregate amount of reserves established by Agent from time to time in its Permitted Discretion with respect to Secured Bank Product Obligations arising under any UK Bank Product.

UK Base Rate : with respect to Loans denominated in Euros, Sterling and Dollars that are funded outside the U.S., the sum of (a) LIBOR for a 30 day interest period as in effect on the first day of the current calendar month, and (b) 1.00%; provided , that in no event shall the LIBOR be less than zero.

UK Base Rate Loan : a UK Revolver Loan that bears interest based on the UK Base Rate.

UK Borrower : as defined in the preamble to this Agreement.

UK Borrowing Base : on any date of determination, a Dollar Equivalent amount equal to the lesser of (a) the aggregate UK Revolver Commitments or (b) the UK Accounts Formula Amount, plus the UK Inventory Formula Amount, minus the UK Availability Reserve; provided , however , that no UK Borrowing Base Assets acquired outside the Ordinary Course of Business shall be included in the calculation of the UK Borrowing Base until completion of applicable field examinations and appraisals (which shall not be included in the limits on the number of field examinations or appraisals provided in Section 10.1.1 ) reasonably satisfactory to Agent.

UK Borrowing Base Assets : Collateral of the type that is intended to be included in the calculation of the UK Borrowing Base, notwithstanding the specific eligibility thereof for such inclusion.

UK Borrowing Base Party : (a) each UK Borrower and (b) each other Subsidiary Guarantor approved by the Agent, in its Permitted Discretion, whose Borrowing Base Assets are permitted by Agent to be included in the UK Borrowing Base.

UK Borrowing Base Report : a report of the UK Borrowing Base, in form and substance satisfactory to Agent.

UK Charge over Partnership Interests : the charge over partnership interests governed by English law by and among the Company and INWK Holdings, LLC, as chargors, and the Agent securing (or given with the interest to secure) the Obligations and in form and substance acceptable to Agent.

UK Collateral : all Property of each UK Incorporated Obligor described in any Security Document that secures the Obligations and all other Property of any UK Incorporated Obligor that now or hereafter secures (or is intended to secure) any Obligations.

UK Commitment Percentage : as to any UK Lender at any time, the ratio, expressed as a percentage, which such UK Lender’s UK Revolver Commitment bears to the aggregate UK Revolver Commitments at such time.

UK Debenture : the debenture governed by English law dated as of the date hereof by and among the UK Incorporated Obligors and the Agent securing (or given with the interest to secure) the Obligations and in form and substance acceptable to Agent.

UK Dilution Reserve : a reserve established by Agent in its Permitted Discretion in an amount equal to 1.0% of Eligible UK Accounts of a UK Borrowing Base Party for each whole percentage point (or fraction thereof) that the Dilution Percent of such UK Borrowing Base Party exceeds 5.0%.

UK Eligible Foreign Account : an Account of a UK Borrower that is owed by an Account Debtor that is organized or has its principal offices or assets in a jurisdiction that has been a Participating Member State since before April 30, 2004 or otherwise approved by Agent.

UK Guaranteed Obligations : as defined in Section 11.2 . 1.

UK Guarantors : each Guarantor incorporated in England and Wales.

UK Incorporated Obligor : each Obligor incorporated in or formed under the laws of England and Wales.

UK Inventory Formula Amount : the lesser of (a) Inventory Cap and (b) the lesser of (i) 70% of the Value of Eligible UK Inventory and (ii) 85% of the NOLV Percentage of the Value of Eligible UK Inventory

UK Inventory Reserve : reserves established by Agent in its Permitted Discretion to reflect factors that may negatively impact the Value of a UK Borrowing Base Party’s Inventory, including change in salability, obsolescence, seasonality, theft, shrinkage, imbalance, change in composition or mix, markdowns and vendor chargebacks.

UK LC Obligations : the sum (without duplication) of (a) all amounts owing by a UK Borrower for any drawings under Letters of Credit issued for the benefit of such UK Borrower or any Subsidiary of such UK Borrower; and (b) the stated amount of all outstanding Letters of Credit issued for the benefit of a UK Borrower or any such Subsidiary of such UK Borrower; provided that, any amounts owing under any Letter of Credit issued for the benefit of such Subsidiary of a UK Borrower shall be the Obligation of a UK Borrower.

UK Lenders : Bank of America (acting through its London branch or such other branch or branches as it may designate from time to time) and each other Lender that has issued a UK Revolver Commitment.

UK LIBOR Loan : each set of UK Revolver Loans, or portion thereof, funded in Sterling or Euro, and bearing interest calculated by reference to the LIBOR having a common length and commencement of Interest Period.

UK Non-Bank Lender : means a Lender which gives a Tax Confirmation in the documentation which it executes on becoming a party to this Agreement as a Lender.

UK Obligations : on any date, the portion of the Obligations outstanding that are owing by any UK Incorporated Obligor.

UK Overadvance : as defined in Section 2.1.6(b) .

UK Overadvance Loan : a UK Base Rate Loan made when a UK Overadvance exists or is caused by the funding thereof.

UK Protective Advances : as defined in Section 2.1.7(b) .

UK Required Lenders : UK Secured Parties holding more than 50% of (a) the aggregate outstanding UK Revolver Commitments; or (b) following termination of the UK Revolver Commitments, the aggregate outstanding UK Revolver Loans and LC Obligations of UK Borrowers or, if all Revolver Loans and LC Obligations have been paid in full, the aggregate remaining Obligations; provided , however , that Revolver Commitments, Revolver Loans and other Obligations held by a Defaulting Lender and its Affiliates shall be disregarded in making such calculation, but any related Fronting Exposure shall be deemed held as a Revolver Loan or LC Obligation by the Secured Party that funded the applicable Revolver Loan or issued the applicable Letter of Credit; and provided further , that so long as there are two or more unaffiliated UK Secured Parties (excluding Defaulting Lenders) holding UK Revolver Commitments, UK Required Lenders must include at least two such unaffiliated UK Secured Parties.

UK Revolver Commitment : for any UK Lender, its obligation to make UK Revolver Loans and to participate in UK LC Obligations up to the maximum principal Dollar Equivalent amount in the applicable Available Currencies equal to its UK Commitment Percentage of the aggregate amount of all UK Revolver Commitments, which are shown on Schedule 1.1 as of the Closing Date, or as hereafter determined pursuant to each Assignment and Acceptance to which it is a party.

UK Revolver Commitments : the aggregate amount of the UK Revolver Commitment of all UK Lenders.

UK Revolver Loan : a loan made pursuant to Section 2.1.2 , any UK Swingline Loan, any UK Overadvance Loan or UK Protective Advance.

UK Revolver Usage : on any date, the Dollar Equivalent of the sum of (a) the aggregate amount of outstanding UK Revolver Loans plus (b) the UK LC Obligations, except to the extent such UK LC Obligations are Cash Collateralized by an Obligor.

UK Secured Parties : Agent, UK Lenders, Issuing Bank in respect of Letters of Credit issued for the benefit of a UK Borrower or any Subsidiary of a UK Borrower that is not otherwise a US Borrower and Secured Bank Product Providers of UK Bank Products.

UK Security Agreement : the UK Debenture, the UK Charge over Partnership Interests and each other debenture, deed of charge or other similar agreement, instrument or document governed by the laws of England and Wales now or hereafter securing (or given with the intent to secure) any Obligations.

UK Subfacility: the credit facility provided to the UK Borrowers through funding of the UK Revolver Commitments in accordance with Section 2.1.2 .

UK Swingline Loan : any Borrowing of UK Base Rate Loans funded with Agent’s funds.

UK Tax Obligor : any UK Borrower and any Guarantor to the extent that that Guarantor is providing a guarantee in respect of a UK Borrower’s Obligations.

UK Term Loan Push Down Reserve : that portion of the Term Loan Push Down Reserve equal to the amount of the Term Loan Push Down Reserve multiplied by the ratio of (i) the UK Borrowing Base to (ii) the total Borrowing Base, expressed as a percentage.

Unbilled Cap : (a) with respect to the UK Account Formula Amount, $2,500,000 (or such other amount as shall be determined by the Agent in its Permitted Discretion from time to time) and (b) with respect to the US Accounts Formula Amount, $22,500,000 (or such other amount as shall be determined by the Agent in its Permitted Discretion from time to time); provided , that in no event shall the aggregate Unbilled Cap for both the US Accounts Formula Amount and UK Accounts Formula Amount be greater than $25,000,000.

Unfunded Pension Liability : the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to the Code, ERISA or the Pension Protection Act of 2006 for the applicable plan year.

Unused Line Fee Rate : a per annum rate equal to (a) 0.50%, if average daily Revolver Usage was 50% or less of the Revolver Commitments during the preceding Fiscal Quarter, or (b) 0.375%, if average daily Revolver Usage was more than 50% of the Revolver Commitments during the preceding Fiscal Quarter.

Upstream Payment : a Distribution by a Subsidiary of an Obligor, directly or, if made contemporaneously, indirectly, to such Obligor; provided that any such Obligor receiving such Distribution is a direct or indirect wholly-owned subsidiary of a Borrower.

US : the United States of America.

US Accounts Formula Amount : the sum of (a) 85% of the Value of Eligible US Billed Accounts and (b) the lesser of (i) 75% of the Value of Eligible US Unbilled Accounts and (ii) the Unbilled Cap.

US Availability : the US Borrowing Base minus US Revolver Usage.

US Availability Reserve : the sum (without duplication) of (a) the Inventory Reserve with respect to the Inventory of any US Borrowing Base Party; (b) the Rent and Charges Reserve with respect to any US Borrowing Base Party; (c) the LC Reserve applicable to US Borrowing Base Parties; (d) the US Bank Product Reserve; (e) all accrued royalties payable by US Borrowing Base Parties, whether or not then due and payable by US Borrowing Base Parties; (f) the aggregate amount of liabilities secured by Liens upon US Collateral that are or may be senior to Agent’s Liens and/or for amounts which may represent costs relating to the enforcement of the Agent’s and Secured Parties’ Liens, in such amounts as Agent in its Permitted Discretion may elect to impose from time to time (but imposition of any such reserve shall not waive an Event of Default arising therefrom); (g) the US Dilution Reserve; (h) the US Term Loan Push Down Reserve; (i) the Canadian Priority Payables Reserve; (j) the Commission Reserve; and (k) such additional reserves, in such amounts and with respect to such matters, as Agent in its Permitted Discretion may elect to impose from time to time; provided , that (i) the reserves included in the US Availability Reserve shall not be duplicative of the eligibility criteria for Eligible US Accounts or Eligible US Inventory and (ii) the Agent shall use reasonable efforts to notify the Borrower Agent in advance of the implementation of a new reserve or increase in an existing reserve (but the failure of the Agent to so notify the Borrower Agent shall not limit the effectiveness of any reserve or give rise to any liability of Agent).

US Bank Product : (a) all obligations under the Chinese Facility and (b) any of the following products or services extended to a US Borrower or any Subsidiary of such US Borrower (other than a UK Incorporated Obligor), or any Affiliate of such US Borrower (other than a UK Incorporated Obligor) by any Secured Bank Product Provider: (i) Cash Management Services; (ii) products under Hedging Agreements; (c) commercial credit card, "p-card"/purchasing card and merchant card services; and (iii) other banking products or services, other than Letters of Credit.

US Bank Product Reserve : the aggregate amount of reserves established by Agent from time to time in its Permitted Discretion with respect to Secured Bank Product Obligations arising under any US Bank Product, including the Chinese Facility Reserve.

US Base Rate : for any day, a per annum rate equal to the greater of (a) the Prime Rate for such day; (b) the Federal Funds Rate for such day, plus 0.50%; or (c) LIBOR for a 30 day interest period as of such day, plus 1.0%; provided , that in no event shall the US Base Rate be less than zero.

US Base Rate Loan : a US Revolver Loan that bears interest based on the US Base Rate.

US Borrower or US Borrowers : as defined in the preamble to this Agreement.

US Borrowing Base : on any date of determination, an amount equal to the lesser of (a) the aggregate US Revolver Commitments; or (b) the sum of the US Accounts Formula Amount, plus the US Inventory Formula Amount, minus the US Availability Reserve; provided , however , that no US Borrowing Base Assets acquired outside the Ordinary Course of Business shall be included in the calculation of the US Borrowing Base until completion of applicable field examinations and appraisals (which shall not be included in the limits on the number of field examinations or appraisals provided in Section 10.1.1 ) satisfactory to Agent.

US Borrowing Base Assets : Collateral of the type that is intended to be included in the calculation of the US Borrowing Base, notwithstanding the specific eligibility thereof for such inclusion.

US Borrowing Base Party : (a) each US Borrower, (b) InnerWorkings Canada and (c) each other Subsidiary Guarantor approved by the Agent, in its Permitted Discretion, whose Borrowing Base Assets are permitted by Agent to be included in the US Borrowing Base.

US Borrowing Base Report : a report of the US Borrowing Base, in form and substance satisfactory to Agent.

US Collateral : all Property of US Facility Grantors described in Section 7.1 that secures the Obligations, all Property of any US Facility Grantor described in any Security Documents as security for any Obligations, and all other Property of any US Facility Grantor that now or hereafter secures (or is intended to secure) any Obligations.

US Commitment Percentage : as to any US Lender at any time, the ratio, expressed as a percentage, which such US Lender’s US Revolver Commitment bears to the aggregate US Revolver Commitments at such time.

US Dilution Reserve : a reserve established by Agent in its Permitted Discretion in an amount equal to 1.0% of Eligible US Accounts of a US Borrowing Base Party for each whole percentage point (or fraction thereof) that the Dilution Percent of such US Borrowing Base Party exceeds 5.0%.

US Facility Grantor : each US Borrower, US Guarantor and Canadian Guarantor.

US Guaranteed Obligations : as defined in Section 11.1.1 .

US Guarantors : each Guarantor organized under the laws of the Unites States or any state or political subdivision thereof.

US Guarantor Payment : as set forth in Section 11.1.3 .

US Incorporated Obligor : any Obligor organized under the laws of the Unites States or any state or political subdivision thereof.

US Inventory Reserve : reserves established by Agent in its Permitted Discretion to reflect factors that may negatively impact the Value of US Borrower’s Inventory, including change in salability, obsolescence, seasonality, theft, shrinkage, imbalance, change in composition or mix, markdowns and vendor chargebacks.

US Inventory Formula Amount : the lesser of (a) the Inventory Cap and (b) the lesser of (i) 70% of the Value of Eligible US Inventory and (ii) 85% of the NOLV Percentage of the Value of Eligible US Inventory.

US LC Obligations : the sum (without duplication) of (a) all amounts owing by US Borrowers for any drawings under Letters of Credit issued for the benefit of US Borrowers or any Subsidiary of US Borrower (other than a UK Borrower); and (b) the stated amount of all outstanding Letters of Credit issued for the benefit of US Borrowers or such Subsidiary of US Borrower; provided that, any amounts owing under any Letter of Credit issued for the benefit of such Subsidiary of a US Borrower shall be the Obligation of such US Borrower.

US LIBOR Loan : each set of US Revolver Loans bearing interest calculated by reference to the LIBOR having a common length and commencement of Interest Period.

US Lenders : Bank of America and each other Lender (other than UK Lenders) permitted hereunder that has issued a US Revolver Commitment.

US LC Request : an LC Request made by a US Borrower.

US Minimum Requirement : at all times the US Revolver Commitments shall comprise at least 80% of the total Revolver Commitments.

US Obligations : on any date, the portion of the Obligations outstanding that are owing by any US Facility Grantor.

US Overadvance : as defined in Section 2.1.6(a) .

US Overadvance Loan : a US Base Rate Loan made when a US Overadvance exists or is caused by the funding thereof.

US Person : “United States Person” as defined in Section 7701(a)(30) of the Code.

US Protective Advances : as defined in Section 2.1.7(a) .

US Required Lenders : US Secured Parties holding more than 50% of (a) the aggregate outstanding US Revolver Commitments; or (b) following termination of the US Revolver Commitments, the aggregate outstanding US Revolver Loans and LC Obligations of US Borrowers or, if all Revolver Loans and LC Obligations have been paid in full, the aggregate remaining Obligations; provided , however , that Revolver Commitments, Revolver Loans and other Obligations held by a Defaulting Lender and its Affiliates shall be disregarded in making such calculation, but any related Fronting Exposure shall be deemed held as a Revolver Loan or LC Obligation by the Secured Party that funded the applicable Revolver Loan or issued the applicable Letter of Credit; and provided further , that so long as there are two or more unaffiliated US Secured Parties

(excluding Defaulting Lenders) holding US Revolver Commitments, US Required Lenders must include at least two such unaffiliated US Secured Parties.

US Revolver Commitment : for any US Lender, its obligation to make US Revolver Loans and to participate in US LC Obligations up to the maximum principal Dollar Equivalent amount in the applicable Available Currencies equal to its US Commitment Percentage of the aggregate amount of all US Revolver Commitments, which are shown on Schedule 1.1 as of the Closing Date, or as hereafter modified pursuant to Section 2.1.8 or an Assignment and Acceptance to which it is a party.

US Revolver Commitments : the aggregate amount of the US Revolver Commitment of all US Lenders.

US Revolver Usage : on any date, the sum of (a) the aggregate amount of outstanding US Revolver Loans plus (b) the US LC Obligations, except to the extent such US LC Obligations are Cash Collateralized by an Obligor.

US Revolver Loan : a loan made pursuant to Section 2.1.1 , and any US Overadvance Loan or US Protective Advance.

US Secured Parties : Agent, US Lenders, Issuing Bank and Secured Bank Product Providers of US Bank Products.

US Subfacility: the credit facility provided to the US Borrowers through funding of the US Revolver Commitments in accordance with Section 2.1.1 .

US Swingline Loan : any Borrowing of US Base Rate Loans funded with Agent’s funds, until such Borrowing is settled among US Lenders or repaid by US Borrowers.

US Tax Compliance Certificate : as defined in Section 5.10.2(b)(iii) .

US Term Loan Push Down Reserve : that portion of the Term Loan Push Down Reserve equal to the amount of the Term Loan Push Down Reserve multiplied by the ratio of (i) the US Borrowing Base to (ii) the total Borrowing Base, expressed as a percentage.

Value : (a) for Inventory, its value determined on the basis of the lower of cost or market, calculated on a first-in, first‑out basis, and excluding any portion of cost attributable to intercompany profit among Borrowers and their Affiliates; and (b) for an Account, its face amount, net of (i) any returns, rebates, discounts (calculated on the shortest terms), credits, allowances or Taxes (including sales, excise or other taxes) that have been or could be claimed by the Account Debtor or any other Person and (ii) the amount of any premiums, deductibles, co-insurance, fees or similar costs of and amounts payable by any Borrower relating to any acceptable credit insurance obtained with respect to such Account.

VAT : (a) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and (b) any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

Voting Equity Interests : the Equity Interests of any Person which entitle the holders thereof to vote for the election of the board of directors of such Person.

Write-Down and Conversion Powers : the write-down and conversion powers of the applicable EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which powers are described in the EU Bail-In Legislation Schedule.

1.2      Accounting Terms . Under the Loan Documents (except as otherwise specified therein), all accounting terms shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, in accordance with GAAP (or IFRS as it relates to UK Incorporated Obligors individually (and not on a consolidated basis)) applied on a basis consistent with the most recent audited financial statements of Borrowers delivered to Agent before the Closing Date and using the same inventory valuation method as used in such financial statements, except for any change required or permitted by GAAP (or, as the context may indicate, IFRS) if Borrowers’ certified public accountants concur in such change, the change is disclosed to Agent, and all relevant provisions of the Loan Documents are amended in a manner satisfactory to Required Lenders to take into account the effects of the change. Unless otherwise specified, all accounting terms used in each Loan Document with respect to the Obligors on a consolidated basis shall be interpreted, and all accounting determinations and computations thereunder (including under Consolidated EBITDA, and the component definitions used in such calculations) shall be made, in accordance with GAAP, applied in a consistent manner except as otherwise specifically prescribed herein.

1.3      Uniform Commercial Code . As used herein, the following terms are defined in accordance with the UCC in effect in the State of Illinois from time to time or, if applicable, the PPSA: “Certificated Securities,” “Account,” “Account Debtor,” “Chattel Paper,” “Commercial Tort Claim,” “Deposit Account,” “Document,” “Document of Title,” “Equipment,” “General Intangibles” (or in the PPSA, “Intangible”), “Goods,” “Instrument," “Investment Property,” “Letter-of-Credit Right”, “Securities”, “Securities Account,” “Proceeds,” “Security,” and “Supporting Obligation.”

1.4      Certain Matters of Construction . The terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Any pronoun used shall be deemed to cover all genders. In the computation of periods of time from a specified date to a later specified date, “from” means “from and including,” and “to” and “until” each mean “to but excluding” and the word "through" means "to and including". The terms “including” and “include” shall mean “including, without limitation” and, for purposes of each Loan Document, the parties agree that the rule of ejusdem generis shall not be applicable to limit any provision. Section titles appear as a matter of convenience only and shall not affect the interpretation of any Loan Document. All references to (a) laws include all related regulations, interpretations, supplements, amendments and successor provisions; (b) any document, instrument or agreement includes any amendments, waivers and other modifications, extensions or renewals (to the extent permitted by the Loan Documents); (c) any section means, unless the context otherwise indicates, a section of this Agreement; (d) any exhibits or schedules means, unless the context otherwise indicates, exhibits and schedules attached hereto, which are hereby incorporated by reference; (e) any Person include successors and permitted assigns; (f) time of day means time of day in the Applicable Time; or (g) unless otherwise expressly provided herein or in any Loan Document with respect to Permitted Discretion, discretion of Agent, Issuing Bank or any Lender mean the sole and absolute discretion of such Person exercised at any time. All determinations (including calculations of Borrowing Base and financial covenants) made from time to time under the Loan Documents shall be made in light of the circumstances existing at such time. Borrowing Base calculations shall be consistent with historical methods of valuation and calculation, and otherwise satisfactory to Agent (and not necessarily calculated in accordance with GAAP (or, as the context may indicate, IFRS)). Borrowers shall have the

burden of establishing any alleged negligence, misconduct or lack of good faith by Agent, Issuing Bank or any Lender under any Loan Documents. No provision of any Loan Documents shall be construed against any party by reason of such party having, or being deemed to have, drafted the provision. Reference to a Borrower’s “knowledge” or similar concept means actual knowledge of a Senior Officer, or knowledge that a Senior Officer would have obtained if he or she had engaged in good faith and diligent performance of his or her duties, including reasonably specific inquiries of employees or agents and a good faith attempt to ascertain the matter. A Default or an Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by Required Lenders. All covenants under Section 10.2 shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or be otherwise within the limitations of, another covenant, shall not avoid the occurrence of an Event of Default or Default if such action is taken or condition exists. For purposes of any Collateral located in the Province of Quebec or charged by any deed of hypothec (or any other Loan Document) and for all other purposes pursuant to which the interpretation or construction of a Loan Document may be subject to the laws of the Province of Quebec or a court or tribunal exercising jurisdiction in the Province of Quebec, (a) “personal property” shall be deemed to include “movable property”, (b) “real property” shall be deemed to include “immovable property”, (c) “tangible property” shall be deemed to include “corporeal property”, (d) “intangible property” shall be deemed to include “incorporeal property”, (e) “security interest”, “mortgage” and “lien” shall be deemed to include a “hypothec”, “prior claim” and a “resolutory clause,” (f) all references to filing, registering or recording under the UCC or the PPSA shall be deemed to include publication under the Civil Code of Quebec, (g) all references to “perfection” of or “perfected” Liens shall be deemed to include a reference to an “opposable” or “set up” Liens as against third parties, (h) any “right of offset”, “right of setoff” or similar expression shall be deemed to include a “right of compensation”, (i) “goods” shall be deemed to include “corporeal movable property” other than chattel paper, documents of title, instruments, money and securities, (j) an “agent” shall be deemed to include a “mandatary,” (k) “construction liens” shall be deemed to include “legal hypothecs”, (l) “joint and several” shall be deemed to include “solidary” and “jointly and severally” shall be deemed to include “solidarily” (m) “gross negligence or willful misconduct” shall be deemed to be “intentional or gross fault”, (n) “beneficial ownership” shall be deemed to include “ownership on behalf of another as mandatary”, (o) “easement” shall be deemed to include “servitude”, (p) “priority” shall be deemed to include “prior claim”, (q) “survey” shall be deemed to include “certificate of location and plan”, (r) “fee simple title” shall be deemed to include “absolute ownership”, and (s) “foreclosure” shall be deemed to include “the exercise of a hypothecary right”. The parties hereto confirm that it is their wish that this Agreement and any other document executed in connection with the transactions contemplated herein be drawn up in the English language only (except if another language is required under any Applicable Law) and that all other documents contemplated thereunder or relating thereto, including notices, may also be drawn up in the English language only. Les parties aux présentes confirment que c’est leur volonté que cette convention et les autres documents de crédit soient rédigés en langue anglaise seulement et que tous les documents, y compris tous avis, envisagés par cette convention et les autres documents peuvent être rédigés en langue anglaise seulement (sauf si une autre langue est requise en vertu d’une loi applicable).

1.5      Currency Equivalents .

1.5.1      Calculations . All references in the Loan Documents to Revolver Loans, Letters of Credit, Obligations, Borrowing Base components and other amounts shall be denominated in Dollars, unless expressly provided otherwise. The Dollar Equivalent of any amounts denominated or reported under a Loan Document in a currency other than Dollars shall be determined by Agent on a daily basis, based on the current Spot Rate. Borrowers shall report Value and other Borrowing Base components to Agent in the currency invoiced by Borrowing Base Parties (for Accounts) or shown in Borrowing Base Parties’ financial records (for all other assets), and unless expressly provided otherwise, shall deliver financial statements and calculate financial covenants in Dollars. Notwithstanding anything herein to the contrary, if a Loan or other Obligation is funded or expressly denominated in a currency other than Dollars, Obligors shall repay such Obligation, and all applicable interest shall accrue and be paid in respect of such Obligation, in such other currency.

1.5.2      Judgments . If, in connection with obtaining judgment in any court, it is necessary to convert a sum from the currency provided under a Loan Document (“ Agreement Currency ”) into another currency, the Spot Rate shall be used as the rate of exchange. Notwithstanding any judgment in a currency (“ Judgment Currency ”) other than the Agreement Currency, an Obligor shall discharge its obligation in respect of any sum due under a Loan Document only if, on the Business Day following receipt by Agent of payment in the Judgment Currency, Agent can use the amount paid to purchase the sum originally due in the Agreement Currency. If the purchased amount is less than the sum originally due, such Obligor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify Agent and Lenders against such loss. If the purchased amount is greater than the sum originally due, Agent shall return the excess amount to such Obligor (or to the Person legally entitled thereto).

SECTION 2.      CREDIT FACILITIES

2.1      Revolver Commitments .

2.1.1      US Revolver Loans . Each US Lender agrees, severally (and not jointly) on a Pro Rata basis up to its US Revolver Commitment, on the terms set forth herein, to make US Revolver Loans to Borrowers from time to time through the Revolver Commitment Termination Date. The US Revolver Loans may be repaid and reborrowed as provided herein. Subject to Sections 2.1.6 and 2.1.7 , in no event shall US Lenders have any obligation to honor a request for a US Revolver Loan if US Revolver Usage at such time plus the requested US Revolver Loan would exceed the US Borrowing Base.

2.1.2      UK Revolver Loans . Each UK Lender agrees, severally (and not jointly) on a Pro Rata basis up to its UK Revolver Commitment, on the terms set forth herein, to make UK Revolver Loans to a UK Borrower from time to time through the Revolver Commitment Termination Date. The UK Revolver Loans may be repaid and reborrowed as provided herein. Subject to Sections 2.1.6 and 2.1.7 , in no event shall UK Lenders have any obligation to honor a request for a UK Revolver Loan if UK Revolver Usage at such time plus the requested UK Revolver Loan would exceed the UK Borrowing Base. Each UK Revolver Loan shall be funded and repaid in an Available Currency for the UK Borrowers. Subject to the terms of this Agreement, each UK Borrower may borrow UK Revolver Loans to the extent of the UK Borrowing Base constituted by such UK Borrower’s UK Accounts Formula Amount and UK Inventory Formula Amount plus the UK

Borrowing Base constituted by the UK Accounts Formula Amount and UK Inventory Formula Amount of any other UK Borrowing Base Party.

2.1.3      Notes . Revolver Loans and interest accruing thereon shall be evidenced by the records of Agent and the applicable Lender. At the request of a Lender, Borrowers shall deliver promissory note(s) to such Lender, evidencing its Revolver Loans.

2.1.4      Use of Proceeds . The proceeds of Revolver Loans shall be used by Borrowers solely (a) to satisfy existing Debt; (b) to pay fees and transaction expenses associated with the closing of this credit facility and the Term Facility; (c) to pay Obligations in accordance with this Agreement; and (d) for lawful corporate purposes of Borrowers, including working capital. Borrowers shall not, directly or indirectly, use any Letter of Credit or Loan proceeds, nor use, lend, contribute or otherwise make available any Letter of Credit or Loan proceeds to any Subsidiary, joint venture partner or other Person, (i) to fund any activities of or business with any Person, or in any Designated Jurisdiction, that, at the time of issuance of the Letter of Credit or funding of the Revolver Loan, is the target of any Sanction; or (ii) in any manner that would result in a violation of a Sanction by any Person (including any Secured Party or other individual or entity participating in any transaction); or (iii) for any purpose that would breach the U.S. Foreign Corrupt Practices Act of 1977, UK Bribery Act 2010 or similar law in any jurisdiction.

2.1.5      Voluntary Reduction or Termination of Revolver Commitments .

(a)     Termination of Revolver Commitments .

(i)    The US Revolver Commitments shall terminate on the Revolver Termination Date, unless sooner terminated in accordance with this Agreement. At any time upon at least 30 days prior written notice to Agent (or such shorter period as agreed to by Agent), Borrowers may, at their option, terminate the US Revolver Commitments and this credit facility. Any notice of termination given by Borrowers shall be irrevocable. On the termination date, Borrowers shall make Full Payment of all Obligations.

(ii)    The UK Revolver Commitments shall terminate on the Revolver Termination Date, unless sooner terminated in accordance with this Agreement. Upon at least 30 days prior written notice to Agent (or such shorter period as agreed to by Agent), UK Borrowers may, at their option, terminate the UK Revolver Commitments and this credit facility.

(b)     Reduction of Revolver Commitments . Borrowers may permanently reduce the Revolver Commitments, on a ratable basis for all Lenders, upon at least 5 Business Days prior written notice to Agent (or such shorter period as agreed to by Agent), which notice shall specify the amount of the reduction and shall be irrevocable once given. Each reduction shall be in a minimum amount of $5,000,000, or an increment of $1,000,000 in excess thereof; provided that, notwithstanding the foregoing, the Borrowers may allocate any termination or reduction of Revolver Commitments among Revolver Subfacilities at its direction so long as after giving effect to any reduction, the US Minimum Requirement shall be met.

2.1.6      Overadvances .

(a)     US Overadvances . If US Revolver Usage exceeds the US Borrowing Base (“ US Overadvance ”) at any time, the excess shall be payable by US Borrowers immediately following demand by Agent and shall constitute a US Obligation secured by the Collateral, entitled to all benefits of the Loan Documents. Agent may require US Lenders to fund US Base Rate Loans that cause or constitute a US Overadvance and to forbear from requiring US Borrowers to cure a US Overadvance, as long as the total outstanding US Overadvance (when aggregated with any outstanding US Protective Advances under Section 2.1.7(a)(i) below) does not exceed 10% of the US Borrowing Base and does not continue for more than 45 consecutive days without the consent of Required Lenders. In no event shall US Revolver Loans be required that would cause US Revolver Usage to exceed the aggregate US Revolver Commitments. No funding or sufferance of a US Overadvance shall constitute a waiver by Agent or US Lenders of the Event of Default caused thereby. No Obligor shall be a beneficiary of this Section nor authorized to enforce any of its terms.

(b)     UK Overadvances . If UK Revolver Usage exceeds the UK Borrowing Base (“ UK Overadvance ”) at any time, the amount shall be payable by UK Borrowers immediately following demand by Agent and shall constitute a UK Obligation secured by the Collateral, entitled to all benefits of the Loan Documents. Agent may require UK Lenders to fund UK Base Rate Loans that cause or constitute a UK Overadvance as long as the total outstanding UK Overadvance (when aggregated with any outstanding UK Protective Advances under Section 2.1.7(b)(i) below) does not exceed 10% of the UK Borrowing Base and does not continue for more than 45 consecutive days without the consent of the Required Lenders. In no event shall UK Revolver Loans be required that would cause UK Revolver Usage to exceed the aggregate UK Revolver Commitments. No funding or sufferance of a UK Overadvance shall constitute a waiver by Agent or UK Lenders of the Event of Default caused thereby. No Obligor shall be a beneficiary of this Section nor authorized to enforce any of its terms.

2.1.7      Protective Advances .

(a)     US Protective Advances . Agent shall be authorized, in its discretion, including at any time that any conditions in Section 6 are not satisfied, to make US Base Rate Loans (“ US Protective Advances ”) (i) up to an aggregate outstanding amount (when aggregated with any outstanding US Overadvance) of 10% of the US Revolver Commitments outstanding at any time, if Agent deems such US Revolver Loans are necessary or desirable to preserve or protect US Collateral, or to enhance the collectability or repayment of US Obligations; or (i) to pay any other amounts chargeable to US Facility Grantors under any Loan Documents, including interest, costs, fees and expenses; as long as all such US Protective Advances do not cause US Revolver Usage to exceed the aggregate US Revolver Commitments. Lenders shall participate on a Pro Rata basis in US Protective Advances outstanding from time to time. US Required Lenders may at any time revoke Agent’s authority to make further US Protective Advances under clause (i) by written notice to Agent. Absent such revocation, Agent’s determination that funding of a US Protective Advance is appropriate shall be conclusive. No funding of a US Protective Overadvance shall constitute a waiver by Agent or Lenders of the Event of Default relating thereto. No Obligor shall be a beneficiary of this Section nor authorized to enforce any of its terms.

(b)     UK Protective Advances. Agent shall be authorized, in its discretion, including at any time that any conditions in Section 6 are not satisfied, to make UK Base Rate Loans (“ UK Protective Advances ”) (i) up to an aggregate outstanding amount (when aggregated with any outstanding UK Overadvance) of 10% of the UK Revolver Commitments outstanding at any time, if Agent deems such UK Revolver Loans are necessary or desirable to preserve or protect UK Collateral, or to enhance the collectability or repayment of UK Obligations, or (ii) to pay any other amounts chargeable to a UK Borrower under any Loan Documents, including interest, costs, fees and expenses; as long as all such UK Protective Advances do not cause UK Revolver Usage to exceed the aggregate UK Revolver Commitments. Lenders shall participate on a Pro Rata basis in UK Protective Advances outstanding from time to time. UK Required Lenders may at any time revoke Agent’s authority to make further UK Protective Advances under clause (i) by written notice to Agent. Absent such revocation, Agent’s determination that funding of a UK Protective Advance is appropriate shall be conclusive. No funding of a UK Protective Advance shall constitute a waiver by Agent or Lenders of any Event of Default relating thereto. No Obligor shall be a beneficiary of this Section nor authorized to enforce any of its terms.

2.1.8      Increase in US Revolver Commitments . US Borrowers may request an increase in US Revolver Commitments from time to time upon not less than 45 days’ notice to Agent (or such shorter period as Agent may agree in its discretion), as long as (a) the requested increase is in a minimum amount of $5,000,000 and is offered on the same terms as existing US Revolver Commitments, except for a closing fee specified by Borrowers, (b) total increases under this Section do not exceed $20,000,000 aggregate and no more than three increases are made, and (c) no reduction in Revolver Commitments pursuant to Section 2.1.5 has occurred prior to the requested increase (it being understood and agreed that no existing US Lender shall be required to provide an increased or additional US Revolver Commitment). Agent shall promptly notify US Lenders of the requested increase and, within 10 Business Days thereafter, each US Lender shall notify Agent if and to what extent such US Lender commits to increase its US Revolver Commitment. Any US Lender not responding within such period shall be deemed to have declined an increase. If US Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional US Revolver Commitments and become US Lenders hereunder. Agent may allocate, in its discretion, the increased US Revolver Commitments among committing US Lenders and, if necessary, Eligible Assignees. Total US Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by US Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, provided the conditions set forth in Section 6.2 are satisfied at such time. Agent, US Borrowers, and the new and existing US Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of US Revolver Commitments. On the effective date of an increase, the US Revolver Usage and other exposures under the US Revolver Commitments shall be reallocated among US Lenders, and settled by Agent as necessary, in accordance with US Lenders’ adjusted shares of such commitments.

2.1.9      Reallocation of Revolver Commitments .

(a)    The Borrower Agent may, by written notice to the Agent, request that the Agent and the Lenders increase or decrease the Revolver Commitments under any Revolver Subfacility (a “ Revolver Commitment Adjustment ”), provided that each of the following conditions are satisfied: (i) no more than four Revolver Commitment Adjustments may be made in any Fiscal

Year, (ii) the written request for a Revolver Commitment Adjustment must be received by the Agent at least five (5) Business Days (or such shorter period of time as may be reasonably agreed to by the Agent) prior to the requested date (which shall be a Business Day) of the effectiveness of such Revolver Commitment Adjustment (such date of effectiveness, the “ Commitment Adjustment Date ”), (iii) no Default or Event of Default shall have occurred and be continuing as of the date of such request or both immediately before and after giving effect thereto as of the Commitment Adjustment Date, (iv) any increase in any Revolver Subfacility shall result in a Dollar-for-Dollar decrease in the other Revolver Subfacility pursuant to this Section 2.1.9 , and any decrease in any Revolver Subfacility pursuant to this Section 2.1.9 shall result in a Dollar-for-Dollar increase in one or more other Revolver Subfacilities, (v) no Revolver Commitment Adjustment shall be permitted if, after giving effect thereto and all prepayments of Revolver Loans made on such date, an Overadvance would exist under any Revolver Subfacility, (vi) after giving effect to any Revolver Commitment Adjustment, the US Minimum Requirement shall be met, and (vii) the Agent shall have received a certificate of the Borrower Agent dated as of the Commitment Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Agent. Any such Revolver Commitment Adjustment shall be in an amount equal to $5,000,000 or a multiple of $1,000,000 in excess thereof and shall concurrently increase or reduce, as applicable, the aggregate Revolver Commitments available for use under each Revolver Subfacility.

(b)    The Agent shall promptly inform the Lenders of any request for a Revolver Commitment Adjustment made by the Company. On each Commitment Adjustment Date, the Agent shall notify the Lenders and the Borrower Agent, on or before 2:00 p.m. (Local Time), by e-mail, of the occurrence of the Revolver Commitment Adjustment to be effected on such Commitment Adjustment Date, the amount of Revolver Loans held by each Lender as a result thereof, the amount of the Revolver Commitment of each Lender available for use under each Revolver Subfacility and the percentage of each Revolver Loan that each participant must purchase a participation interest in as a result thereof. Agent shall in all cases be entitled to rely (without liability) on the certificate delivered by the Company pursuant to clause (a)(vii) immediately above in making its determination as to the satisfaction of the conditions to be met for any Revolver Commitment Adjustment.

2.2      [Reserved].

2.3      Letter of Credit Facility .

2.3.1      Issuance of Letters of Credit . Issuing Bank shall issue Letters of Credit from time to time until the Revolver Commitment Termination Date, on the terms set forth herein, including the following:

(a)    Each Borrower acknowledges that Issuing Bank’s issuance of any Letter of Credit is conditioned upon Issuing Bank’s receipt of a LC Application with respect to the requested Letter of Credit, as well as such other instruments and agreements as Issuing Bank may customarily require for issuance of a letter of credit of similar type and amount. Issuing Bank shall have no obligation to issue any Letter of Credit unless (i) Issuing Bank receives a LC Request and LC Application at least three Business Days prior to the requested date of issuance; (ii) each LC Condition is satisfied; and (iii) if a Defaulting Lender exists, such

Lender or Borrowers have entered into arrangements satisfactory to Agent and Issuing Bank to eliminate any Fronting Exposure associated with such Lender. If, in sufficient time to act, Issuing Bank receives written notice from Agent or the applicable Required Lenders that a LC Condition has not been satisfied, Issuing Bank shall not issue the requested Letter of Credit. Prior to receipt of any such notice, Issuing Bank shall not be deemed to have knowledge of any failure of LC Conditions.

(b)    Letters of Credit may be requested by any Borrower to support obligations of such Borrower or on behalf of any Subsidiary of such Borrower (other than a Subsidiary that is otherwise a US Borrower or a UK Borrower and can incur LC Obligations on its own behalf) incurred in the Ordinary Course of Business, or as otherwise approved by Agent. The renewal or extension of any Letter of Credit shall be treated as the issuance of a new Letter of Credit, except that delivery of a new LC Application shall be required at the discretion of Issuing Bank.

(c)    Each Borrower assumes all risks of the acts, omissions or misuses of any Letter of Credit by the beneficiary with respect to the Letters of Credit issued for the benefit of such Borrower or Subsidiary of such Borrower (other than a Subsidiary that is otherwise a US Borrower or a UK Borrower and can incur LC Obligations on its own behalf). In connection with any Letter of Credit, none of Agent, Issuing Bank or any Lender shall be responsible for the existence, character, quality, quantity, condition, packing, value or delivery of any goods purported to be represented by any LC Documents; any differences or variation in the character, quality, quantity, condition, packing, value or delivery of any goods from that expressed in any LC Documents; the form, validity, sufficiency, accuracy, genuineness or legal effect of any LC Documents or of any endorsements thereon; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure to ship, any goods referred to in a Letter of Credit or LC Documents; any deviation from instructions, delay, default or fraud by any shipper or other Person in connection with any goods, shipment or delivery; any breach of contract between a shipper or vendor and any Obligor; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the misapplication by a beneficiary of any Letter of Credit or the proceeds thereof; or any consequences arising from causes beyond the control of Issuing Bank, Agent or any Lender, including any act or omission of a Governmental Authority. Borrowers shall take all action to avoid and mitigate any damages relating to any Letter of Credit imposed on or claimed against Issuing Bank, Agent or any Lender, including through enforcement of any available rights against a beneficiary. Issuing Bank shall be fully subrogated to the rights and remedies of any beneficiary whose claims against any Borrower are discharged with proceeds of a Letter of Credit. The rights and remedies of Issuing Bank under the Loan Documents shall be cumulative.

(d)    In connection with its administration of and enforcement of rights or remedies under any Letters of Credit or LC Documents, Issuing Bank shall be entitled to act, and shall be fully protected in acting, upon any certification, documentation or communication in whatever form believed by Issuing Bank, in good faith, to be genuine and correct and to have been signed, sent or made by a proper Person. Issuing Bank may

use legal counsel, accountants and other experts to advise it concerning its obligations, rights and remedies, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts. Issuing Bank may employ agents and attorneys-in-fact in connection with any matter relating to Letters of Credit or LC Documents, and shall not be liable for the negligence or misconduct of agents and attorneys-in-fact selected with reasonable care.

2.3.2      Reimbursement; Participations .

(a)    If Issuing Bank honors any request for payment under a Letter of Credit, Requesting Borrower shall pay to Issuing Bank, on the same day (“ Reimbursement Date ”), the amount paid by Issuing Bank under such Letter of Credit, together with interest at the interest rate for Floating Rate Loans from the Reimbursement Date until payment by such Requesting Borrower. The obligation of Borrowers to reimburse Issuing Bank for any payment made under a Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Requesting Borrower may have at any time against the beneficiary. Whether or not a Notice of Borrowing has been submitted on behalf of a Requesting Borrower, such Requesting Borrower shall be deemed to have requested a Borrowing of Floating Rate Loans in an amount necessary to pay all amounts due Issuing Bank on any Reimbursement Date and each Lender shall fund its Pro Rata share of such Borrowing whether or not any Revolver Commitments have terminated, an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied.

(b)    Upon issuance of a Letter of Credit, each Lender providing a Revolver Commitment to the Requesting Borrower shall be deemed to have irrevocably and unconditionally purchased from Issuing Bank, without recourse or warranty, an undivided Pro Rata interest and participation in all LC Obligations of the Requesting Borrower relating to such Letter of Credit. If Issuing Bank makes any payment under a Letter of Credit and the Requesting Borrower does not reimburse such payment on the Reimbursement Date, Agent shall promptly notify the Lenders providing a Revolver Commitment to the Requesting Borrower and each such Lender shall promptly (within one Business Day) and unconditionally pay to Agent, for the benefit of Issuing Bank, such Lender’s Pro Rata share of such payment. Upon request by a Lender, Issuing Bank shall furnish copies of any Letters of Credit and LC Documents in its possession at such time.

(c)    The obligation of each Lender to make payments to Agent for the account of Issuing Bank in connection with Issuing Bank’s payment under a Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, setoff, qualification or exception whatsoever, and shall be made in accordance with this Agreement under all circumstances, irrespective of any lack of validity or unenforceability of any Loan Documents; any draft, certificate or other document presented under a Letter of Credit having been determined to be forged, fraudulent, noncompliant, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; any waiver by Issuing Bank of a requirement that exists for its protection (and not a Requesting Borrower’s protection) or that does not materially prejudice a Requesting Borrower; any honor of an

electronic demand for payment even if a draft is required; any payment of an item presented after a Letter of Credit’s expiration date if authorized by the UCC or applicable customs or practices; or any setoff or defense that an Obligor may have with respect to any Obligations. Issuing Bank does not assume any responsibility for any failure or delay in performance or any breach by any Borrower or other Person of any obligations under any LC Documents. Issuing Bank does not make to Lenders any express or implied warranty, representation or guaranty with respect to any Letter of Credit, Collateral, LC Document or Obligor. Issuing Bank shall not be responsible to any Lender for any recitals, statements, information, representations or warranties contained in, or for the execution, validity, genuineness, effectiveness or enforceability of any LC Documents; the validity, genuineness, enforceability, collectability, value or sufficiency of any Collateral or the perfection of any Lien therein; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor.

(d)    No Issuing Bank Indemnitee shall be liable to any Lender or other Person for any action taken or omitted to be taken in connection with any Letter of Credit or LC Document except as a result of its gross negligence or willful misconduct. Issuing Bank may refrain from taking any action with respect to a Letter of Credit until it receives written instructions (and in its discretion, appropriate assurances) from the Lenders.

2.3.3      Cash Collateral . At Agent’s or Issuing Bank’s request, Borrowers shall Cash Collateralize (a) the Fronting Exposure of any Defaulting Lender, and (b) all outstanding Letters of Credit if an Event of Default exists, the Revolver Commitment Termination Date occurs, or the Revolver Termination Date is scheduled to occur within 5 Business Days.

2.3.4      Resignation of Issuing Bank . Issuing Bank may resign at any time upon notice to Agent and Borrowers, and any resignation of Agent hereunder shall automatically constitute its concurrent resignation as Issuing Bank. From the effective date of its resignation, Issuing Bank shall have no obligation to issue, amend, renew, extend or otherwise modify any Letter of Credit, but shall otherwise have all rights and obligations of an Issuing Bank hereunder relating to any Letter of Credit issued by it prior to such date. A replacement Issuing Bank may be appointed by written agreement among Agent, Borrower Agent and the new Issuing Bank.

(b)    During an Insolvency Proceeding with respect to any Borrower, or during any other Event of Default if Agent or Required Lenders in their discretion so elect, Obligations (other than Secured Bank Product Obligations) shall bear interest at the Default Rate (whether before or after any judgment), payable immediately following demand.

(c)    Interest shall accrue from the date a Revolver Loan is advanced or Obligation (other than Secured Bank Product Obligations) is incurred or payable, until paid in full by US Borrowers or UK Borrowers as applicable, and shall in no event be less than zero at any time. Interest accrued on the Revolver Loans shall be due and payable in arrears, (i) on each Interest Payment Date applicable to such Revolver Loan; (ii) on any date of prepayment, with respect to the principal amount being prepaid; and (iii) on the Revolver Commitment Termination Date. Interest accrued on any other Obligations (other than Secured Bank Product Obligations) shall be due and payable as provided in the applicable agreements or, if no payment date is specified, immediately following demand.

3.1.2      Application of LIBOR to Outstanding US Revolver Loans .

(a)    US Borrowers may on any Business Day elect to convert any portion of the US Revolver Loans which are US Base Rate Loans to, or to continue any US Revolver Loan which is a US LIBOR Loan at the end of its Interest Period as, a US LIBOR Loan. During any Default or Event of Default, Agent may (and shall at the direction of US Required Lenders) declare that no US Revolver Loan may be made, converted or continued as a US LIBOR Loan.

(b)    To convert or continue US Revolver Loans as US LIBOR Loans, Borrower Agent shall give Agent a Notice of Conversion/Continuation, no later than 11:00 a.m.

(Applicable Time Zone) at least two Business Days before the requested conversion or continuation date. Promptly after receiving any such notice, Agent shall provide notice thereof to US Lenders. Each Notice of Conversion/Continuation shall be irrevocable, and shall specify the amount of US Revolver Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Interest Period (which shall be deemed to be 30 days if not specified). If, upon the expiration of any Interest Period for any Interest Period Loans, US Borrowers shall have failed to deliver a Notice of Conversion/Continuation, they shall be deemed to have elected to convert such US Revolver Loans into US Base Rate Loans. Agent does not warrant or accept responsibility for, nor shall it have any liability with respect to, administration, submission or any other matter related to any rate described in the definition of LIBOR.

3.1.3      Application of UK LIBOR to Outstanding UK Revolver Loans .

(a)    UK Borrowers may on any Business Day elect to convert any portion of the UK Revolver Loans which are UK Base Rate Loans to, or to continue any UK Revolver Loan which is a UK LIBOR Loan at the end of its Interest Period as, a UK LIBOR Loan. During any Default or Event of Default, Agent may (and shall at the direction of UK Required Lenders) declare that no UK Revolver Loan may be made, converted or continued as a UK LIBOR Loan, in which case, all UK LIBOR Loans shall be made, converted and continued as UK Base Rate Loans notwithstanding the restrictions of Section 4.1.1(a) .

(b)    To convert or continue UK Revolver Loans as UK LIBOR Loans, UK Borrowers shall give Agent a Notice of Conversion/Continuation, no later than 11:00 a.m. (Applicable Time Zone) at least two Business Days before the requested conversion or continuation date. Promptly after receiving any such notice, Agent shall provide notice thereof to UK Lenders. Each Notice of Conversion/Continuation shall be irrevocable, and shall specify the amount of UK Revolver Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Interest Period (which shall be deemed to be 30 days if not specified). If, upon the expiration of any Interest Period for any Interest Period Loans, a UK Borrower shall have failed to deliver a Notice of Conversion/Continuation, they shall be deemed to have elected to convert such UK Revolver Loans into UK Base Rate Loans. Agent does not warrant or accept responsibility for, nor shall it have any liability with respect to, administration, submission or any other matter related to any rate described in the definition of LIBOR. Agent does not warrant or accept responsibility for, nor shall it have any liability with respect to, administration, submission or any other matter related to any rate described in the definition of LIBOR.

3.1.4      Interest Periods . US Borrowers or UK Borrowers, as applicable, shall select an interest period (“ Interest Period ”) of one (1), two (2), three (3) or six (6) months to apply to each Interest Period Loan (if such Interest Period is available from all US Lenders or all UK Lenders, as applicable); provided :

(a)    the Interest Period shall begin on the date the US Revolver Loan or UK Revolver Loan, as applicable, is made or continued as, or converted into, an Interest Period Loan and shall expire on the numerically corresponding day in the calendar month at its end;

(b)    if any Interest Period begins on a day for which there is no corresponding day in the calendar month at its end or if such corresponding day falls after the last Business Day of such month, then the Interest Period shall expire on the last Business Day of such month; and if any Interest Period would otherwise expire on a day that is not a Business Day, the period shall expire on the next Business Day, unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day; and

(c)    no Interest Period shall extend beyond the Revolver Termination Date.

3.1.5      Interest Rate Not Ascertainable .

(a)    If, due to any circumstance affecting the London interbank market, (A) Agent reasonably determines that adequate and fair means do not exist for ascertaining LIBOR on any applicable date or that any requested Interest Period is not available on the basis provided herein, or (B) the LIBOR Scheduled Unavailability Date has occurred, then Agent shall immediately notify Borrower Agent of such determination. Until Agent notifies Borrower Agent that such circumstance no longer exists, the obligation of US Lenders or UK Lenders, as applicable to make affected US LIBOR Loans or UK LIBOR Loans or the applicable requested Interest Period, as applicable, shall be suspended and no further US Revolver Loans or UK Revolver Loans, as applicable, may be converted into or continued as such US Revolver Loans or UK Revolver Loans and such affected Interest Period shall not be available.

(b)    Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Agent determines (which determination shall be conclusive absent manifest error), or the Borrower Agent or Required Lenders notify the Agent (with, in the case of the Required Lenders, a copy to Borrower Agent) that the Borrower Agent or Required Lenders (as applicable) have determined, that:

(i)    adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or

(ii)    the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “ LIBOR Scheduled Unavailability Date ”), or

(iii)    syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR,

then, reasonably promptly after such determination by Agent or receipt by Agent of such notice, as applicable, the Agent and the Borrowers may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein),

giving due consideration to any evolving or then existing convention for similar US dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “ LIBOR Successor Rate ”), together with any proposed LIBOR Successor Rate Conforming Changes and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to Agent written notice that such Required Lenders do not accept such amendment.

(c)    If no LIBOR Successor Rate has been determined and the circumstances under clause (b)(i) above exist or the LIBOR Scheduled Unavailability Date has occurred (as applicable), the Agent will promptly so notify the Borrower Agent and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Interest Period Loans shall be suspended, (to the extent of the affected Interest Period Loans or Interest Periods), and (y) the LIBOR component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower Agent may revoke any pending request for a Borrowing of conversion to or continuation of Interest Period Loans (to the extent of the affected Interest Period Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Floating Rate Loans (subject to the foregoing clause (y)) in the amount specified therein.

3.2      Fees .

3.2.1      Unused Line Fee .

(a)    US Borrowers shall pay to Agent, for the Pro Rata benefit of US Lenders, a fee in Dollars equal to the Unused Line Fee Rate times the amount by which the US Revolver Commitments exceed the average daily US Revolver Usage during any Fiscal Quarter. Such fee shall be payable in arrears, on the first day of each Fiscal Quarter and on the Revolver Commitment Termination Date.

(b)    UK Borrowers shall pay to Agent, for the Pro Rata benefit of UK Lenders, a fee in Dollars equal to the Unused Line Fee Rate times the amount by which the UK Revolver Commitments exceed the average daily UK Revolver Usage during any Fiscal Quarter. Such fee shall be payable in arrears, on the first day of each Fiscal Quarter and on the Revolver Commitment Termination Date.

3.2.2      LC Facility Fees . Requesting Borrowers shall pay (a) to Agent, for the Pro Rata benefit of Lenders, a fee in Dollars equal to the Applicable Margin in effect for US LIBOR Loans times the average daily Stated Amount of Letters of Credit, which fee shall be payable quarterly in arrears, on the first day of each Fiscal Quarter; (b) to Agent, for its own account, a fronting fee in Dollars equal to 0.125% per annum on the Stated Amount of each Letter of Credit, which fee shall be payable quarterly in arrears, on the first day of each Fiscal Quarter; and (c) to Issuing Bank, for its own account, in Dollars, all customary charges associated with the issuance, amending, negotiating, payment, processing, transfer and administration of Letters of Credit, which charges shall be paid as and when incurred. During an Event of Default, if the Agent or the Required Lenders so decide, the fee payable under clause (a) shall be increased by 2% per annum.

3.2.3      Fee Letters . Borrowers shall pay all fees set forth in any fee letter executed in connection with this Agreement.

3.3      Computation of Interest, Fees, Yield Protection . All interest, as well as fees and other charges calculated on a per annum basis, shall be computed for the actual days elapsed, based on a year of 360 days; provided that, in the case of a UK Revolver Loan made in Sterling, such calculation shall be made on the basis of a 365 day year (or a 366 day year, in the case of a leap year). Each determination by Agent of any interest, fees or interest rate hereunder shall be final, conclusive and binding for all purposes, absent manifest error. All fees shall be fully earned when due and shall not be subject to rebate, refund or proration. All fees payable under Section 3.2 are compensation for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of money. A certificate (in reasonable detail) as to amounts payable by Borrowers under Section 3.4, 3.6, 3.7, 3.9 or 5.9 , submitted to Borrower Agent by Agent or the affected Lender, as applicable, shall be final, conclusive and binding for all purposes, absent manifest error, and Borrowers shall pay such amounts to the appropriate party within 10 days following receipt of the certificate. For the purpose of complying with the Interest Act (Canada), it is expressly stated that where interest is calculated pursuant hereto at a rate based upon a period of time different from the actual number of days in the year (for the purposes of this Section, the “first rate”), the yearly rate or percentage of interest to which the first rate is equivalent is the first rate multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by the number of days in the shorter period, and the parties hereto acknowledge that there is a material distinction between the nominal and effective rates of interest and that they are capable of making the calculations necessary to compare such rates and that the calculations herein are to be made using the nominal rate method and not on any basis that gives effect to the principle of deemed reinvestment of interest. Each Canadian Guarantor confirms that it fully understands and is able to calculate the rate of interest applicable to Revolver Loans and other Obligations based on the methodology for calculating per annum rates provided for in this Agreement. Each of the Canadian Guarantors hereby irrevocably agrees not to plead or assert, whether by way of defense or otherwise, in any proceeding relating to this Agreement or any other Loan Document, that the interest or fees payable under this Agreement and the calculation thereof has not been adequately disclosed to the Canadian Guarantor as required pursuant to Section 4 of the Interest Act (Canada).

3.4      Reimbursement Obligations . Obligors shall pay all Extraordinary Expenses promptly upon request. Obligors shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented fees and expenses incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b) , any examination or appraisal with respect to any Obligor or Collateral by Agent’s personnel or a third party. All reasonable and documented legal, accounting and consulting fees shall be charged to Obligors by Agent’s professionals at their full hourly rates, regardless of any alternative fee arrangements that Agent, any Lender or any of their Affiliates may have with such professionals that otherwise might apply to this or any other transactions. Obligors acknowledge that counsel may provide Agent with a benefit (such as a discount, credit or accommodation for other matters) based on counsel’s overall relationship with Agent, including fees paid hereunder. If, for any reason (including inaccurate reporting in any Borrower Materials), it is determined that a higher Applicable Margin should have applied to a period than was actually applied, then the proper margin shall be applied retroactively and Borrowers shall immediately pay to Agent, for the

ratable benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Obligors under this Section shall be due immediately following demand.

3.5      Illegality . If any Lender determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender to perform any of its obligations hereunder, to make, maintain, fund, participate in, or charge applicable interest or fees with respect to, any Revolver Loan or Letter of Credit, or to determine or charge interest based on LIBOR, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, the applicable Available Currency in the London interbank market, then, on notice thereof by such Lender to Agent, any obligation of such Lender to perform such obligations, to make, maintain, fund or participate in the Revolver Loan or Letter of Credit (or to charge interest or fees otherwise applicable thereto), or to continue or convert Floating Rate Loans to Interest Period Loans, shall be suspended until such Lender notifies Agent that the circumstances giving rise to such determination no longer exist. Upon delivery of such notice, US Borrowers or UK Borrowers, as applicable, shall prepay the applicable Revolver Loan, Cash Collateralize the applicable LC Obligations or, if applicable, convert Interest Period Loan(s) of such Lender to Floating Rate Loan(s), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Interest Period Loans to such day, or immediately, if such Lender may not lawfully continue to maintain the Interest Period Loan. Upon any such prepayment or conversion, US Borrowers or UK Borrowers, as applicable, shall also pay accrued interest on the amount so prepaid or converted.

(b)    subject any Recipient to Taxes (other than (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (f) of the definition of Excluded Taxes, and (iii) Connection Income Taxes) on any Revolver Loan, Letter of Credit, Revolver Commitment or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(c)    impose on any Lender, Issuing Bank or interbank market any other condition, cost or expense (other than Taxes) affecting any Revolver Loan, Letter of Credit, participation in LC Obligations, Revolver Commitment or Loan Document;

and the result thereof shall be to increase the cost to a Lender of making or maintaining any Revolver Loan or Revolver Commitment, or converting to or continuing any interest option for a Revolver Loan, or to increase the cost to a Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by a Lender or Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or Issuing Bank setting forth in reasonable detail the costs incurred or reduction suffered, Borrowers will pay

to it such additional amount(s) as will compensate it for the additional costs incurred or reduction suffered.

3.7.2      Capital Requirements . If a Lender or Issuing Bank determines that a Change in Law affecting such Lender or Issuing Bank or its holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s, Issuing Bank’s or holding company’s capital as a consequence of this Agreement, or such Lender’s or Issuing Bank’s Revolver Commitments, Revolver Loans, Letters of Credit or participations in LC Obligations or Revolver Loans, to a level below that which such Lender, Issuing Bank or holding company could have achieved but for such Change in Law (taking into consideration its policies with respect to capital adequacy), then from time to time Borrowers will pay to such Lender or Issuing Bank, as the case may be, such additional amounts as will compensate it or its holding company for the reduction suffered.

3.7.3      Interest Period Loan Reserves . If any US Lender or UK Lender, as applicable, is required to maintain reserves with respect to liabilities or assets consisting of or including Euros or deposits, US Borrowers or UK Borrowers, as applicable, shall pay additional interest to such US Lender or UK Lender, as applicable, on each Interest Period Loan equal to the costs of such reserves allocated to the Revolver Loan by such US Lender or UK Lender, as applicable (as determined by it in good faith, which determination shall be conclusive). The additional interest shall be due and payable on each Interest Payment Date for the Revolver Loan; provided , that if such US Lender or UK Lender notifies US Borrowers or UK Borrowers, as applicable (with a copy to Agent), of the additional interest less than 10 days prior to the Interest Payment Date, then such interest shall be payable 10 days after such Borrowers’ receipt of the notice.

3.7.4      Compensation . Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of its right to demand such compensation, but Borrowers shall not be required to compensate a Lender or Issuing Bank for any increased costs or reductions suffered more than nine months (plus any period of retroactivity of the Change in Law giving rise to the demand) prior to the date that the Lender or Issuing Bank notifies Borrower Agent of the applicable Change in Law and of such Lender’s or Issuing Bank’s intention to claim compensation therefor.

3.8      Mitigation . If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7 , or if Borrowers are required to pay any Indemnified Taxes or additional amounts with respect to a Lender under Section 5.9 or Section 5.12 , then at the request of Borrower Agent, such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to it or unlawful. Borrowers shall pay all reasonable and documented out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

3.9      Funding Losses . If for any reason (a) any Borrowing, conversion or continuation of an Interest Period Loan does not occur on the date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation (whether or not withdrawn), (b) any repayment or conversion of an Interest Period Loan occurs on a day other than the end of its Interest Period, (c) Borrowers fail to repay an Interest Period

Loan when required hereunder, or (d) a Lender (other than a Defaulting Lender) is required to assign an Interest Period Loan prior to the end of its Interest Period pursuant to Section 13.4 , then Borrowers shall pay to Agent its customary administrative charge and to each Lender all losses, expenses and fees arising from redeployment of funds or termination of match funding. For purposes of calculating amounts payable under this Section, a Lender shall be deemed to have funded an Interest Period Loan by a matching deposit or other borrowing in the London interbank market for a comparable amount and period, whether or not the Revolver Loan was in fact so funded.

3.10      Maximum Interest . Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by Applicable Law (“ maximum rate ”). If Agent or any Lender shall receive interest in an amount that exceeds the maximum rate, the excess interest shall be applied to the principal of the Obligations (other than Secured Bank Product Obligations) or, if it exceeds such unpaid principal, refunded to Borrowers. In determining whether the interest contracted for, charged or received by Agent or a Lender exceeds the maximum rate, such Person may, to the extent permitted by Applicable Law, (a) characterize any payment that is not principal as an expense, fee or premium rather than interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations (other than Secured Bank Product Obligations) hereunder.

(a)    US Revolver Loans may be requested as Floating Rate Loans or Interest Period Loans, as set forth below, and UK Revolver Loans may be requested only as Interest Period Loans, as set forth below. To request Revolver Loans, US Borrowers or UK Borrowers, as applicable, shall give Agent a Notice of Borrowing by 11:00 a.m. (Applicable Time Zone) (i) on the requested funding date, in the case of US Revolver Loans that are requested as Floating Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of all Revolver Loans requested as Interest Period Loans. Notices received by Agent after such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the Borrowing amount, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as a Floating Rate Loan (available only for US Revolver Loans) or an Interest Period Loan, and (D) in the case of an Interest Period Loan, the applicable Interest Period (which shall be deemed to be 30 days if not specified).

(b)    Unless payment is otherwise made by the US Borrowers or UK Borrowers, as applicable, the becoming due of any Obligation (other than Secured Bank Product Obligations), whether principal, interest, fees or other charges and including Extraordinary Expenses, LC Obligations, and Cash Collateral, shall be deemed to be a request for a Floating Rate Loan on the due date in the amount due and the Revolver Loan proceeds shall be disbursed as direct payment of such Obligation (other than Secured Bank Product Obligations). In addition, Agent may, at its option, charge such amount against any operating,

investment or other account of the applicable Borrower maintained with Agent or any of its Affiliates.

(c)    If any Borrower maintains a disbursement account with Agent as the case may be, or any of their respective Affiliates, then presentation for payment in the account of a Payment Item when there are insufficient funds to cover it shall be deemed to be a request for a Floating Rate Loan on the presentation date, in the amount of the Payment Item. Proceeds of the Revolver Loan may be disbursed directly to the account.

4.1.2      Fundings by Lenders . Except for Swingline Loans, Agent shall endeavor to notify US Lenders or UK Lenders, as applicable, of each applicable Notice of Borrowing (or deemed request for a Borrowing) by 1:00 p.m. (Applicable Time Zone) on the proposed funding date for a Floating Rate Loan or by 3:00 p.m. (Applicable Time Zone) two Business Days before a proposed funding of an Interest Period Loan. Each US Lender or UK Lender, as applicable, shall fund its Pro Rata share of a Borrowing in immediately available funds not later than 3:00 p.m. (Applicable Time Zone) on the requested funding date, unless Agent’s notice is received after the times provided above, in which case the applicable Lender shall fund by 11:00 a.m. (Applicable Time Zone) on the next Business Day. Subject to its receipt of such amounts from the applicable Lenders, Agent shall disburse the Borrowing proceeds in a manner directed by the US Borrowers or UK Borrowers, as applicable, and acceptable to Agent. Unless Agent receives (in sufficient time to act) written notice from a Lender that it will not fund its share of a Borrowing, Agent may assume that such Lender has deposited or promptly will deposit its share with Agent, and Agent may disburse a corresponding amount to the applicable Borrowers. If a Lender’s share of a Borrowing or of a settlement under Section 4.1.3(b) is not received by Agent, then US Borrowers or UK Borrowers, as applicable, agree to repay to Agent immediately following demand the amount of such share, together with interest thereon from the date disbursed until repaid, at the rate applicable to the Borrowing. Agent, a Lender or Issuing Bank may fulfill its obligations under Loan Documents through one or more Lending Offices, and this shall not affect any obligation of Obligors under the Loan Documents or with respect to any Obligations.

4.1.3      Swingline Loans; Settlement .

(a)    To fulfill any request for a Revolver Loan hereunder, Agent may in its discretion advance US Swingline Loans or UK Swingline Loans, as applicable, to US Borrowers or UK Borrowers, as applicable, up to an aggregate outstanding amount of 10% of the US Revolver Commitments (in the case of US Swingline Loans) and 10% of the UK Revolver Commitments (in the case of UK Swingline Loans). Swingline Loans shall constitute Revolver Loans for all purposes, except that payments thereon shall be made to Agent for its own account until settled with or funded by Lenders hereunder.

(b)    Settlement of Revolver Loans, including US Swingline Loans but excluding UK Swingline Loans, among the applicable Lenders and Agent shall take place on a date determined from time to time by Agent (but at least weekly, unless the settlement amount is de minimis), on a Pro Rata basis in accordance with the Settlement Report delivered by Agent to the applicable Lenders. Between settlement dates, Agent may in its discretion apply payments on Revolver Loans to Swingline Loans, regardless of any designation by the applicable Borrowers or anything herein to the contrary. Each US Lender hereby

purchases, without recourse or warranty, an undivided Pro Rata participation in all US Swingline Loans outstanding from time to time until settled. Each UK Lender hereby purchases, without recourse or warranty, an undivided Pro Rata participation in all UK Swingline Loans outstanding from time to time. If a Swingline Loan cannot be settled (or with respect to a UK Swingline Loan, is not subject to settlement) among the applicable Lenders, whether due to an Obligor’s Insolvency Proceeding or for any other reason, each US Lender or UK Lender, as applicable, shall pay the amount of its participation in the US Revolver Loan or UK Revolver Loan, as applicable, to Agent, in immediately available funds, within one Business Day after Agent’s request therefor. Lenders’ obligations to make settlements and to fund participations are absolute, irrevocable and unconditional, without offset, counterclaim or other defense, and whether or not the Revolver Commitments have terminated, an Overadvance exists or the conditions in Section 6 are satisfied.

4.1.4      Notices . If Borrowers request, convert or continue Revolver Loans, select interest rates or transfer funds based on telephonic or electronic instructions to Agent. Borrowers shall confirm the request by prompt delivery to Agent of a Notice of Borrowing or Notice of Conversion/Continuation, as applicable. Agent and Lenders are not liable for any loss suffered by any Obligor as a result of Agent acting on its understanding of telephonic or electronic instructions from a person believed in good faith to be authorized to give instructions on a Borrower’s behalf.

4.2      Defaulting Lender . Notwithstanding anything herein to the contrary:

4.2.1      Reallocation of Pro Rata Share; Amendments . For purposes of determining Lenders’ obligations or rights to fund, participate in or receive collections with respect to Revolver Loans and Letters of Credit (including existing Swingline Loans, Protective Advances and LC Obligations), Agent may in its discretion reallocate Pro Rata shares by excluding a Defaulting Lender’s Revolver Commitments and Revolver Loans of a Defaulting Lender from the calculation of shares. A Defaulting Lender shall have no right to vote on any amendment, waiver or other modification of a Loan Document, except as provided in Section 15.1.1(c) .

4.2.2      Payments; Fees . Agent may, in its discretion, receive and retain any amounts payable to a Defaulting Lender under the Loan Documents, and a Defaulting Lender shall be deemed to have assigned to Agent such amounts until all Obligations owing to Agent, non-Defaulting Lenders and other Secured Parties have been paid in full. Agent may use such amounts to cover the Defaulting Lender’s defaulted obligations, to Cash Collateralize such Lender’s Fronting Exposure, to readvance the amounts to Borrowers or to repay Obligations. A Lender shall not be entitled to receive any fees accruing hereunder while it is a Defaulting Lender and its unfunded Revolver Commitment shall be disregarded for purposes of calculating the unused line fee under Section 3.2.1 . If any LC Obligations owing to a Defaulting Lender are reallocated to other Lenders, fees attributable to such LC Obligations under Section 3.2.2 shall be paid to such Lenders. Agent shall be paid all fees attributable to LC Obligations that are not reallocated.

4.2.3      Status; Cure . Agent may determine in its discretion that a Lender constitutes a Defaulting Lender and the effective date of such status shall be conclusive and binding on all parties, absent manifest error. US Borrowers or UK Borrowers (as applicable), Agent and Issuing Bank may agree in writing that a US Lender or UK Lender (as applicable) has ceased to be a Defaulting Lender, whereupon Pro Rata shares shall be reallocated without exclusion of the reinstated Lender’s

Revolver Commitments and Revolver Loans, and the Revolver Usage and other exposures under the Revolver Commitments shall be reallocated among the US Lenders or UK Lenders, as applicable, and settled by Agent (with appropriate payments by the reinstated Lender, including its payment of breakage costs for reallocated Interest Period Loans) in accordance with the readjusted Pro Rata shares. Unless expressly agreed by US Borrowers or UK Borrowers (as applicable), Agent and Issuing Bank, or as expressly provided herein with respect to Bail-In Actions and related matters, no reallocation of Revolver Commitments and Revolver Loans to non-Defaulting Lenders or reinstatement of a Defaulting Lender shall constitute a waiver or release of claims against such Lender. The failure of any Lender to fund a Revolver Loan, to make a payment in respect of LC Obligations or otherwise to perform obligations hereunder shall not relieve any other Lender of its obligations under any Loan Document. No Lender shall be responsible for default by another Lender.

4.3      Number and Amount of Interest Period Loans; Determination of Rate .

4.3.1     Each Borrowing of US LIBOR Loans when made shall be in a minimum amount of $1,000,000, plus an increment of $500,000 in excess thereof. No more than 5 Borrowings of US LIBOR Loans may be outstanding at any time, and all US LIBOR Loans having the same length and beginning date of their Interest Periods shall be aggregated together and considered one Borrowing for this purpose.

4.3.2     Each Borrowing of UK LIBOR Loans when made shall be in a minimum amount of $1,000,000 (or its equivalent in another Available Currency), plus an increment of $500,000 (or its equivalent in another Available Currency) in excess thereof. No more than 5 Borrowings of UK LIBOR Loans may be outstanding at any time, and all UK LIBOR Loans having the same length and beginning date of their Interest Periods shall be aggregated together and considered one Borrowing for this purpose.

4.3.3     Upon determining LIBOR, as applicable, for any Interest Period requested by Borrowers, Agent shall promptly notify such Borrowers thereof by telephone or electronically and, if requested by such Borrowers, shall confirm any telephonic notice in writing.

4.4      Borrower Agent . Each Obligor hereby designates the Company (“Borrower Agent”) as its representative and agent for all purposes under the Loan Documents, including requests for and receipt of Revolver Loans and Letters of Credit, designation of interest rates, delivery or receipt of communications, delivery of Borrower Materials, payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with Agent, Issuing Bank or any Lender. Borrower Agent hereby accepts such appointment. Agent and Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any notice of borrowing) delivered by Borrower Agent on behalf of any Obligor. Agent and Lenders may give any notice or communication with an Obligor hereunder to Borrower Agent on behalf of such Obligor. Each of Agent, Issuing Bank and each US Lender shall have the right, in its discretion, to deal exclusively with Borrower Agent for all purposes under the Loan Documents. Each Obligor agrees that any notice, election, communication, delivery, representation, agreement, action, omission or undertaking by Borrower Agent shall be binding upon and enforceable against such Obligor.

4.5      One Obligation .

4.5.1      US Obligation . The US Revolver Loans, US LC Obligations and other US Obligations (other than Secured Bank Product Obligations) constitute one general obligation of the US Borrowers and all US Obligations (including the Secured Bank Product Obligations) are secured by Agent’s Lien on all Collateral; provided , that Agent and each US Lender shall be deemed to be a creditor of, and the holder of a separate claim against, each US Borrower to the extent of any US Obligations jointly or severally owed by such US Borrower.

4.5.2      UK Obligation . The UK Revolver Loans, UK LC Obligations and other UK Obligations constitute one general obligation of UK Borrowers and are secured by Agent’s Lien on all Collateral; provided , that Agent and each UK Lender shall be deemed to be a creditor of, and the holder of a separate claim against, each UK Borrower to the extent of any UK Obligations jointly or severally owed by such UK Borrower.

4.6      Effect of Termination . On the effective date of the termination of all Revolver Commitments, the Obligations shall be immediately due and payable, and each Secured Bank Product Provider may terminate its Bank Products. Until Full Payment of the Obligations, all undertakings of Obligors contained in the Loan Documents shall continue, and Agent shall retain its Liens in the Collateral and all of its rights and remedies under the Loan Documents. Agent shall not be required to terminate its Liens unless it receives Cash Collateral or a written agreement, in each case satisfactory to it, protecting Agent and Lenders from dishonor or return of any Payment Item previously applied to the Obligations. Sections 2.3, 3.4, 3.7, 3.9, 5.5, 5.9, 5.10 , 13, 15.2 , this Section, and each indemnity or waiver given by an Obligor or Lender in any Loan Document, shall survive Full Payment of the Obligations.

SECTION 5.      PAYMENTS

5.1      General Payment Provisions . All payments of US Obligations (other than Secured Bank Product Obligations) shall be made in Sterling, Euros or Dollars and payments of UK Obligations shall be made in Sterling, Euros or Dollars, in each case, in accordance with Section 1.5.1 and as otherwise specified herein and without offset, counterclaim or defense of any kind, free and clear of (and without deduction for) any Taxes, and in immediately available funds, not later than 12:00 noon (Applicable Time Zone) on the due date. Any payment after such time shall be deemed made on the next Business Day. Any payment of an Interest Period Loan prior to the end of its Interest Period shall be accompanied by all amounts due under Section 3.9 . US Borrowers and UK Borrowers, as applicable, agree that Agent shall have the continuing, exclusive right to apply and reapply payments and proceeds of the Collateral against the US Obligations or UK Obligations, as applicable, in such manner as Agent deems advisable, but whenever possible, any prepayment of Revolver Loans shall be applied first to Floating Rate Loans and then to Interest Period Loans. If any payment (other than payments on Interest Period Loans) under any Loan Document 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. If any payment on Interest Period Loans becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate for the period of such extension.

5.2      Repayment of Revolver Loans . Revolver Loans shall be due and payable in full on the Revolver Termination Date, unless payment is sooner required hereunder. Revolver Loans may be prepaid

from time to time, without penalty or premium. Subject to Section 2.1.6 , if an Overadvance exists at any time, US Borrowers or UK Borrowers, as applicable, shall, on the sooner of Agent’s demand or the first Business Day after any applicable Borrower has knowledge thereof, repay Revolver Loans in an amount sufficient to reduce US Revolver Usage to the US Borrowing Base or UK Revolver Usage to the UK Borrowing Base, as applicable. If any Asset Disposition includes the disposition of Accounts or Inventory, Borrowers shall apply Net Proceeds in accordance with Sections 5.3.1 and 5.3.2 below to repay Revolver Loans equal to the greater of (a) the net book value of such Accounts and Inventory, or (b) the reduction in the Borrowing Base resulting from the disposition.

5.3      Mandatory Prepayments .

5.3.1      UK Incorporated Obligors . If any Asset Disposition of ABL Priority Collateral is consummated by any UK Incorporated Obligor, such UK Incorporated Obligor shall deliver the Net Proceeds of such Asset Disposition to Agent for application to the UK Obligations or Cash Collateralization of the UK Obligations, as determined by Agent.

5.3.2      US Facility Grantors . If any Asset Disposition of ABL Priority Collateral is consummated by any US Facility Grantor, such US Facility Grantor shall deliver the Net Proceeds of such Asset Disposition to Agent for application to the Obligations or Cash Collateralization of the Obligations, as determined by Agent.

5.3.3      Constraints on Upstreaming. Notwithstanding any other provisions of this Section 5.3 , all prepayments referred to in this Section 5.3 attributable to the UK Borrowers and their Subsidiaries are subject to permissibility under local law (e.g., financial assistance, thin capitalization, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant subsidiaries). Further, there will be no requirement to make any prepayment to the extent that the Company or the UK Borrowers or their Subsidiaries would suffer material adverse costs or tax consequences as a result of upstreaming cash to make such prepayments (including the imposition of withholding taxes) (as determined by the UK Borrowers in good faith and “material adverse costs or tax consequences” for these purposes means the costs and/or tax arising as a result of making such prepayment(s) would exceed 5% of the amount of such payment at that time). The non-application of any such prepayment amounts as a result of the foregoing provisions will not constitute an Event of Default and such amounts shall be available for working capital purposes of the UK Borrowers and their Subsidiaries. The UK Borrowers and their Subsidiaries will undertake to use all commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (subject to the considerations above) to make the relevant prepayment (all as determined in accordance with the UK Borrowers’ reasonable business judgment). Notwithstanding the foregoing, any prepayments required after application of the above provision shall be net of any costs, expenses or taxes incurred by the Company (or its direct or indirect members) or the UK Borrowers and their Subsidiaries and arising as a result of compliance with the preceding sentence, and the UK Borrowers and their Subsidiaries shall be permitted to make, directly or indirectly, a dividend or distribution to its affiliates in an amount sufficient to cover such tax liability, costs or expenses.

5.4      Payment of Other Obligations . Obligations other than Revolver Loans, including LC Obligations and Extraordinary Expenses, shall be paid by the applicable Obligor as provided in the Loan Documents or, if no payment date is specified, on demand.

5.5      Marshaling; Payments Set Aside . None of Agent or Lenders shall be under any obligation to marshal any assets in favor of any Obligor or against any Obligations. If any payment by or on behalf of an Obligor is made to Agent, Issuing Bank or any Lender, or if Agent, Issuing Bank or any Lender exercises a right of setoff, and any of such payment or setoff is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Agent, Issuing Bank or a Lender in its discretion) to be repaid to a trustee, receiver or any other Person, then the Obligation originally intended to be satisfied, and all Liens, rights and remedies relating thereto, shall be revived and continued in full force and effect as if such payment or setoff had not occurred.

5.6      Application and Allocation of Payments .

5.6.1      Application . Subject to Section 5.6.2 , payments made by Borrowers hereunder shall be applied (a)  first , as specifically required hereby; (b) second , to Obligations (other than the Secured Bank Product Obligations) then due and owing; (c) third , to other Obligations specified by Borrowers; and (d) fourth , as determined by Agent in its Permitted Discretion.

5.6.2      Post-Default Allocation for Obligations . Notwithstanding anything in any Loan Document to the contrary, but subject to the Intercreditor Agreement, during the continuance of an Event of Default under Section 12.1(j) , or during the continuance of any other Event of Default at the discretion of Agent or Required Lenders, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff, adequate protection payments or distributions (whether consisting of cash, securities or other property) in any Insolvency Proceeding or otherwise, shall be allocated as follows:

(a)    With respect to money, payments, adequate protection payments or distributions (whether consisting of cash, securities or other property) in any Insolvency Proceeding, Property, or Collateral of or from or in respect of any US Facility Grantor, together with any allocations pursuant to subclause (ix) of clause (b) below:

(i)     first , to all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent;

(ii)     second , to all other amounts owing to Agent in respect of US Swingline Loans, US Protective Advances, and US Revolver Loans and participations in the foregoing that a Defaulting Lender has failed to settle or fund;

(iii)     third , to all amounts owing to Issuing Bank in respect of US LC Obligations;

(iv)     fourth , to all US Obligations (other than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to US Lenders;

(v)     fifth , to all US Obligations (other than Secured Bank Product Obligations) constituting interest;

(vi)     sixth , to Cash Collateralize all US LC Obligations;

(vii)     seventh , to all US Revolver Loans, and to US Obligations consisting of Secured Bank Product Obligations arising under Hedging Agreements

(including Cash Collateralization thereof) up to the amount of Reserves existing therefor;

(viii)     eighth , to all US Obligations consisting of other Secured Bank Product Obligations;

(ix)     ninth , to all remaining US Obligations including Obligations of US Guarantors; and

(x)     last , ratably to all other Obligations as determined by the Agent in its Permitted Discretion.

(b)    With respect to money, payments, adequate protection payments or distributions (whether consisting of cash, securities or other property) in any Insolvency Proceeding, Property, or Collateral of or from or in respect of any UK Incorporated Obligor, together with any allocations pursuant to subclause (ix) of clause (a) above:

(i)     first , to all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent;