Exhibit 10.25

SECONDAMENDMENT TOCREDIT AGREEMENT

THISSECONDAMENDMENTTOCREDITAGREEMENT(this"Amendment")isenteredintoasofMay 24,2023,byandamongthelendersidentifiedonthesignaturepageshereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a "Lender" and collectively as "Lenders"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent foreachmemberoftheLenderGroupandtheBankProductProviders(insuchcapacity,together with its successors and assigns in such capacity, "Agent"), and FLEXSTEEL INDUSTRIES, INC., a Minnesota corporation ("Borrower").

WHEREAS, Borrower, Agent, and Lenders are parties to that certain Credit Agreement dated as of September 8, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement");

WHEREAS, Borrower has requested that the Lenders effect certain amendments to the Credit Agreement; and

WHEREAS, Agent and the undersigned Lenders have agreed to effect such amendments to the Credit Agreement, in each case subject to the terms and provisions hereof;

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

1.Defined Terms. Unless otherwise defined herein, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement.

2.Amendment. Subject to the satisfaction of the conditions set forth in Section 6 belowandinrelianceontherepresentationsandwarrantiessetforthinSection7below,theCredit Agreement (excluding schedules and exhibits) is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlinedtext(indicatedtextuallyinthesamemannerasthefollowingexample:double-underlined text) as reflected in the modifications set forth in the document attached hereto as Exhibit A.

3.Continuing Effect. On and after the Amendment Effective Date, references in the Credit Agreement to "this Agreement" (and indirect references such as "hereunder", "hereby", "herein", and "hereof") and in any Loan Document to the "Credit Agreement" shall be deemed to be references to the Credit Agreement as modified hereby. Except as expressly set forth in Section 2 of this Amendment, nothing in this Amendment shall constitute a modification or alteration of the terms, conditions or covenants of the Credit Agreement or any other Loan Document, or a waiver of any other terms or provisions thereof, and the Credit Agreement and the other Loan Documents shall remain unchanged and shall continue in full force and effect, in each case as modified hereby. This Amendment is a Loan Document.

14095602v24/5/202311:12PM1989.741

4Reaffirmation and Confirmation. Borrower hereby ratifies, affirms, acknowledges and agrees that the Credit Agreement and the other Loan Documents to which it is a party represent its valid, enforceable and collectible obligations, and further acknowledges that there are no existing claims, defenses, personal or otherwise, or rights of setoff whatsoever with respect to the Credit Agreement or any other Loan Document. Borrower hereby agrees that this Amendment in no way acts as a release or relinquishment of the Liens and rights securing payments of the Obligations. The Liens and rights securing payment of the Obligations are hereby ratified and confirmed by Borrower in all respects.

5.Conditions to Effectiveness.The effectiveness of this Amendment is expressly conditioned upon the satisfaction of each of the following conditions precedent in a manner satisfactorytoeachAgent(thedateonwhichsuchconditionshavebeensatisfied,the“AmendmentEffective Date”):

(a)Agent shall have received a copy of this Amendment, executed and delivered by (i) Lenders, and (ii) Borrower;

(b)TherepresentationsandwarrantiesofBorrowersetforthinSection7below shall be true and correct as of the date hereof; and

(c)NoDefaultorEvent ofDefaultshallhaveoccurredandbecontinuing.

6.Representations and Warranties.In order to induce Agent and Required Lenders to enter into this Amendment, Borrower hereby represents and warrants to Agent and Lenders, after giving effect to this Amendment:

(a)Each of the representations and warranties of Borrower or its Subsidiaries containedintheCreditAgreementorintheotherLoanDocumentsshallbe trueandcorrectinall material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)onandasofthedatehereof(excepttotheextentthatsuchrepresentationsandwarranties relatesolelytoanearlierdate,inwhichcasesuchrepresentationsandwarrantiesshallbetrueand correctinallmaterialrespects(exceptthatsuchmaterialityqualifiershallnotbeapplicableto any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date);

(b)NoDefaultorEventofDefaulthasoccurredandiscontinuing; and

(c)ThisAmendmentandtheCreditAgreement,asamendedhereby,constitute legal, valid and binding obligations of Borrower and are enforceable against Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principlesorbybankruptcy,insolvency,reorganization,moratorium,orsimilarlawsrelatingtoor limiting creditors' rights generally.

7.Miscellaneous.

(a)Expenses.Borrower agrees to pay on demand all Lender Group Expenses of Agent and Lenders in connection with the preparation, negotiation, execution, delivery and administration of this Amendment in accordance with the terms of the Credit Agreement.

(b)Governing Law.This Amendment shall be a contract made under and governedby,andconstruedinaccordancewiththeinternallawsoftheStateofIllinois.

(c)Counterparts.This Amendment may be executed in any number of counterparts, and by the parties hereto on the same or separate counterparts, and each such counterpart,whenexecutedanddelivered,shallbedeemedtobeanoriginal,butallsuchcounterparts shalltogetherconstitutebutoneandthesameAmendment.Deliveryofanexecutedsignaturepage ofthisAmendmentbyfacsimiletransmissionorelectronicphotocopy(i.e."pdf")shallbeeffectiveas deliveryofamanuallyexecutedcounterparthereof.

8.Release.In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower, on behalf of itself and its respective successors and assigns, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees,agentsandotherrepresentatives(Agent,eachLenderandallsuchotherPersonsbeing hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and fromalldemands,actions,causesofaction,suits,covenants,contracts,controversies,agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims,defenses,rightsofset-off,demandsandliabilitieswhatsoever(individually, a"Claim" and collectively, "Claims") of every name and nature, known as of the date of this Amendment, both at law and in equity, which Borrower, or any of its respective successors or assigns may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, in each case for or on account of, orinrelationto,orinanywayinconnectionwithanyoftheCreditAgreement,oranyoftheother Loan Documents or transactions thereunder or related thereto, except with respect to any Claim against any Releasee not known to Borrower on the date hereof that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct, oramaterialbreachoftheobligationsunderthisAmendmentoranyoftheotherLoanDocuments, of such Releasee or its officers, directors, employees, attorneys or agents.

[Signaturepagesfollow]

-3-

IN WITNESS WHEREOF, the parties hereto have caused tbis Amendment to be executed bytheir respective officers thereunto duly authorized and delivered as ofthedate first above written.

BORROWER:

Signature.Page(oSecondAmendmenttoCreditAgreement

WELLS FARGO BANK, NATIONAL

ASSOCIATION, a national banking association, as Agent and as a Lender

By:                        

Name: Pamela Solares

Title:VicePresident                                                                           

SignaturePagetoSecondAmendmenttoCreditAgreement

EXHIBITA

See attached

CREDITAGREEMENT

byandamong

WELLSFARGOBANK,NATIONALASSOCIATION,

as Agent,

THELENDERSTHATAREPARTIESHERETO

astheLenders, and

FLEXSTEELINDUSTRIES,INC.

asBorrower

DatedasofSeptember 8,2021

asamendedbythatcertainFirstAmendmenttoCreditAgreementdatedasofApril 22,2022andthat certain Second Amendment to Credit Agreement dated as of [], 2023

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TABLEOFCONTENTS

		Page
1.	DEFINITIONS AND CONSTRUCTION	1
1.1.	Definitions	1
1.2.	Accounting Terms	<54>53
1.3.	Code	<55>54
1.4.	Construction	<55>54
1.5.	Time References	<56>55
1.6.	Schedules and Exhibits	<56>55
1.7.	Divisions	<56>55
1.8.	Rates	<56>55
2.	LOANS AND TERMS OF PAYMENT.	<57>56
2.1.	Revolving Loans	<57>56
2.2.	[Reserved]	<58>57
2.3.	Borrowing Procedures and Settlements	<58>57
2.4.	Payments; Reductions of Commitments; Prepayments	<66>65
2.5.	Promise to Pay; Promissory Notes	<70>68
2.6.	Interest Rates and Letter of Credit Fee: Rates, Payments, and
	Calculations	<70>69
2.7.	Crediting Payments	<72>70
2.8.	Designated Account	<72>71
2.9.	Maintenance of Loan Account; Statements of Obligations	<72>71
2.10.	Fees	<73>71
2.11.	Letters of Credit	<73>72

2.12.	Special Provisions Applicable to <LIBOR Loans>Daily Simple SOFR	<82>81
2.13.	Capital Requirements	<84>83
2.14.	Incremental Facilities	<86>84
2.15.	Joint and Several Liability of Borrowers	<87>86
3.	CONDITIONS; TERM OF AGREEMENT.	<91>90
3.1.	Conditions Precedent to the Initial Extension of Credit	<91>90
3.2.	Conditions Precedent to all Extensions of Credit	<91>90
3.3.	Maturity	<92>90
3.4.	Effect of Maturity	<92>90
3.5.	Early Termination by Borrowers	<92>90
3.6.	Conditions Subsequent	<92>91
4.	REPRESENTATIONS AND WARRANTIES	<92>91
4.1.	Due Organization and Qualification; Subsidiaries	<93>91
4.2.	Due Authorization; No Conflict	<94>92
4.3.	Governmental Consents	<94>92
4.4.	Binding Obligations; Perfected Liens	<94>93
4.5.	Title to Assets; No Encumbrances	<95>93
4.6.	Litigation.	<95>93
4.7.	Compliance with Laws	<95>93
4.8.	No Material Adverse Effect	<95>94
4.9.	Solvency.	<95>94

4.10.	Employee Benefits	<96>94
4.11.	Environmental Condition	<96>94
4.12.	Complete Disclosure	<96>95
4.13.	Patriot Act	<97>95
4.14.	Indebtedness	<97>96
4.15.	Payment of Taxes	<97>96
4.16.	Margin Stock	<98>96
4.17.	Governmental Regulation	<98>96
4.18.	OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering
	Laws	<98>96
4.19.	Employee and Labor Matters	<98>97
4.20.	Material Contracts	<99>97
4.21.	Leases	<99>97
4.22.	Eligible Accounts	<99>98
4.23.	Eligible Inventory	<99>98
4.24.	Location of Inventory	<100>98
4.25.	Inventory Records	<100>98
4.26.	Hedge Agreements	<100>98
5.	AFFIRMATIVE COVENANTS.	<100>98
5.1.	Financial Statements, Reports, Certificates	<100>98
5.2.	Reporting	<100>99
5.3.	Existence	<100>99
5.4.	Maintenance of Properties	<101>99
5.5.	Taxes	<101>99
5.6.	Insurance.	<101>99
5.7.	Inspection.	<102>100
5.8.	Compliance with Laws	<102>101

5.9.	Environmental	<103>101
5.10.	Disclosure Updates	<103>101
5.1.	Formation of Subsidiaries	<103>102
5.2.	Further Assurances	<104>102
5.3.	[Reserved]	<105>103
5.4.	Compliance with ERISA and the IRC	<105>103
5.5.	Location of Inventory; Chief Executive Office	<105>104
5.6.	OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering
	Laws	<105>104
5.7.	Material Contracts	<106>104
6.	NEGATIVE COVENANTS	<106>104
6.1.	Indebtedness	<106>104
6.2.	Liens	<106>104
6.3.	Restrictions on Fundamental Changes	<106>104
6.4.	Disposal of Assets	<107>105
6.5.	Nature of Business	<107>105
6.6.	Prepayments and Amendments	<107>105
6.7.	Restricted Payments	<107>106
6.8.	Accounting Methods	<108>107
6.9.	Investments	<108>107
6.10.	Transactions with Affiliates	<108>107
6.11.	Use of Proceeds	<109>107
6.12.	Limitation on Issuance of Equity Interests	<110>108

6.13.	Inventory with Bailees	<110>108
6.14.	Employee Benefits	<110>108
7.	FINANCIAL COVENANT	<110>109
8.	EVENTS OF DEFAULT	<111>109
8.1.	Payments	<111>109
8.2.	Covenants	<111>109
8.3.	Judgments	<111>110
8.4.	Voluntary Bankruptcy, etc	<112>110
8.5.	Involuntary Bankruptcy, etc	<112>110
8.6.	Default Under Other Agreements	<112>110
8.7.	Representations, etc	<112>110
8.8.	Guaranty	<112>110
8.9.	Security Documents	<112>111
8.10.	Loan Documents	<112>111
8.11.	Change of Control	<113>111
8.12.	ERISA	<113>111
9	RIGHTS AND REMEDIES.	<113>111
9.1.	Rights and Remedies	<113>111
9.2.	Remedies Cumulative	<114>112
10
	WAIVERS; INDEMNIFICATION.	<114>112
10.1.	Demand; Protest; etc	<114>112
10.2.	The Lender Group's Liability for Collateral	<114>112
10.3.	Indemnification	<114>113
11
	NOTICES.	<115>114

12	CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE PROVISION.	<116>115
13
	ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.	<120>118
13.1.	Assignments and Participations.	<120>118
13.2.	Successors	<124>122
14
	AMENDMENTS; WAIVERS.	<124>122
14.1.	Amendments and Waivers.	<124>122
14.2.	Replacement of Certain Lenders.	<126>124
14.3.	No Waivers; Cumulative Remedies	<127>125
15
	AGENT; THE LENDER GROUP.	<127>125
15.1.	Appointment and Authorization of Agent	<127>125
15.2.	Delegation of Duties	<128>126
15.3.	Liability of Agent	<128>127
15.4.	Reliance by Agent	<129>127
15.5.	Notice of Default or Event of Default	<129>127
15.6.	Credit Decision	<129>128
15.7.	Costs and Expenses; Indemnification	<130>128
15.8.	Agent in Individual Capacity	<131>129
15.9.	Successor Agent	<131>129
15.10.	Lender in Individual Capacity	<132>130
15.11.	Collateral Matters.	<132>130
15.12.	Restrictions on Actions by Lenders; Sharing of Payments.	<134>132
15.13.	Agency for Perfection	<135>133
15.14.	Payments by Agent to the Lenders	<135>133
15.15.	Concerning the Collateral and Related Loan Documents	<135>133
15.16.	Field Examination Reports; Confidentiality; Disclaimers by Lenders;
Other Reports and Information		<135>133
15.17.	Several Obligations; No Liability	<136>134
16

	WITHHOLDING TAXES.	<136>135
16.1.	Payments	<136>135
16.2.	Exemptions.	<137>136
16.3.	Reductions.	<139>137
16.4.	Refunds	<140>138
17
	GENERAL PROVISIONS.	<140>139
17.1.	Effectiveness	<140>139
17.2.	Section Headings	<140>139
17.3.	Interpretation	<140>139
17.4.	Severability of Provisions	<140>139
17.5.	Bank Product Providers	<140>139
17.6.	Debtor-Creditor Relationship	<141>140
17.7.	Counterparts; Electronic Execution	<141>140
17.8.	Revival and Reinstatement of Obligations; Certain Waivers	<142>140
17.9.	Confidentiality.	<142>141
17.10.	Survival	<144>143
17.11.	Patriot Act; Due Diligence	<144>143
17.12.	Integration	<145>143
17.13.	Flexsteel as Agent for Borrowers	<145>143
17.14.	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	<145>143
17.15.	Acknowledgement Regarding Any Supported QFCs	<146>145
17.16.	Erroneous Payments.	<147>145

"Acquisition" means (a)the purchase or other acquisition by a Person or its Subsidiaries of all or substantially all of the assets of (or any division or business line of) any other Person, or (b)the purchase or other acquisition (whether by means of a merger, consolidation, or otherwise) by a Person or its Subsidiaries of all of the Equity Interests of any other Person.

"Additional Documents" has the meaning specified therefor in Section 5.12 of this Agreement.

"Administrative Borrower" has the meaning specified therefor in Section 17.13 ofthis Agreement.

"AdministrativeQuestionnaire"hasthemeaningspecifiedthereforin Section 13.1(a) of this Agreement.

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

"AffectedLender"hasthemeaningspecifiedthereforinSection2.13(b)ofthisAgreement.

"Affiliate"means,asappliedtoanyPerson,anyotherPersonwhocontrols,iscontrolled by, or is under common control with, such Person.For purposes of this definition, "control" means the possession, directlyor indirectlythrough one or more intermediaries, of the power to direct the management and policies of a Person, whether through the ownership of Equity Interests, by contract, or otherwise; provided, that for purposes of the definition of Eligible Accounts and Section 6.10 of this Agreement:(a)if any Person owns directly or indirectly 10% or more of the Equity Interests having ordinary voting power for the election of directors or other members of thegoverningbodyof aPersonor10%ormoreofthepartnership or other ownership interests of a Person (other than as a limited partner of such Person), then bothsuchPersonsshallbeAffiliatesofeachother,(b)eachdirector(orcomparablemanager)of a Person shall be deemed to be an Affiliate of such Person, and (c)each partnership in which a Person is a general partner shall be deemed an Affiliate of such Person.

"Agent" has the meaning specified therefor in the preamble to this Agreement. "Agent-RelatedPersons"meansAgent,togetherwithitsAffiliates,officers,directors,employees,attorneys,andagents.

"Agent's Account" means the Deposit Account of Agent identified on ScheduleA-1tothisAgreement(orsuchotherDepositAccountofAgentthathasbeendesignatedassuch, in writing, by Agent to Borrowers and the Lenders).

"Agent'sLiens"meanstheLiensgrantedbyeachLoanPartyoritsSubsidiariesto Agent under the Loan Documents and securing the Obligations.

"Agreement" means this Credit Agreement, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

"Announcements"hasthemeaningspecifiedthereforinSection1.8ofthisAgreement.

"Anti-CorruptionLaws"meanstheFCPA,theU.K.BriberyActof2010,asamended, and all other applicable laws and regulations or ordinances concerning or relating to

bribery or corruption in any jurisdiction in which any Loan Party or any of its Subsidiaries or Affiliates is located or is doing business.

"Anti-Money Laundering Laws" means the applicable laws or regulations in any jurisdiction in which anyLoan Partyor anyof its SubsidiariesorAffiliatesislocatedorisdoing business that relates to money laundering, any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto.

"Applicable Margin" means, as of any date of determination and with respect to Base Rate Loans or <LIBOR>SOFRLoans, as applicable, the applicable margin set forth in the following table that corresponds to the Average Excess Availability of Borrowers for the most recently completed month; provided, that for the period from the Closing Date through and includingNovember 30, 2021,theApplicableMarginshallbesetatthemarginintherowstyled "LevelII";providedfurther,thatanytimeanEventofDefaulthasoccurredandiscontinuing,the Applicable Margin shall be set at the margin in the row styled "Level II":

	Excess Availability	RateLoanswhich are Revolving Loans "BaseRateMargin")	SOFRLoans areRevolving (the"<LIBORRate>SOFR Margin")
Level	AverageExcess Availability	Applicable Margin for BaseRateLoanswhich are Revolving Loans (the"BaseRateMargin")	ApplicableMarginfor <LIBOR>SOFRLoanswhichareRevolving Loans(the"<LIBORRate>SOFR Margin")
I	>25%oftheMaximum Revolver Amount	0.00percentagepoints	<1.25>1.36percentage points
II	<25%oftheMaximum Revolver Amount	0.00percentagepoints	<1.50>1.61percentage points

The Applicable Margin shall be re-determined as of the first day of each month. "ApplicationEvent"meanstheoccurrenceof(a)afailurebyBorrowerstorepayall of the Obligations in full on the MaturityDate, or (b)an Event of Default and the electionby Agent or the Required Lenders to require that payments and proceeds of Collateral be applied pursuant to Section 2.4(b)(iii) of this Agreement.

"ApplicableRate"means,(i)Daily<OneMonthLIBOR>SimpleSOFRplusthe<LIBOR Rate>SOFRMargin, or (ii) if Daily <One Month LIBOR>Simple SOFRis no longer available or cannot be calculated for any reason (including as a result of any market disruption generally)orWellsFargodeterminesthatitisunlawfulorimpracticaltooffer<the>Daily<OneMonth LIBOR>Simple SOFR, the Base Rate plus the Base Rate Margin.

"Assignee"hasthemeaningspecifiedthereforinSection13.1(a)ofthisAgreement.

"AssignmentandAcceptance"meansanAssignmentandAcceptanceAgreementsubstantiallyintheformofExhibitA-1tothisAgreement.

"AuthorizedPerson"meansanyoneoftheindividualsidentifiedasanofficerofa Borrower on Schedule A-2 to this Agreement, or any other individual identified by Administrative Borrower as an authorized person and authenticated through Agent's electronic platform or portal in accordance with its procedures for such authentication.

"Availability"means, as of anydate of determination,theamountthatBorrowers are entitled to borrow as Revolving Loans under Section 2.1 of this Agreement (after giving effect to the then outstanding Revolver Usage).

"AvailableRevolverIncreaseAmount"means,asofanydateofdetermination,an amount equal to the result of (a)$25,000,000, minus(b)the aggregate principal amount of Increases to the Revolver Commitments previously made pursuant to Section 2.14 of this Agreement.

"Average Excess Availability" means, with respect to anyperiod, the sum of the aggregate amount of Availability for each day in such period (as calculated by Agent as of the end of each respective day) divided bythe number of days in such period.

"Average Revolver Usage" means, with respect to any period, the sum of the aggregate amount of Revolver Usage for each day in such period (calculated as of the end of each respective day) divided bythe number of days in such period.

"Bail-In Action" means the exercise of anyWrite-Down and Conversion Powers bythe applicable <EEA >Resolution Authorityin respect of anyliabilityof an <EEA>AffectedFinancial Institution.

"Bail-In Legislation" means, with respect to any EEA Member Country implementingArticle55ofDirective2014/59/EUoftheEuropeanParliamentandoftheCouncil of the European Union, the implementing law for such EEA Member Countryfrom time to time which is described in the EU Bail-In Legislation Schedule.

"Bank Product" means any one or more of the following financial products or accommodations extended to any Loan Party or any of its Subsidiaries by a Bank Product Provider:(a)credit cards (including commercial cards (including so-called "purchase cards", "procurementcards"or"p-cards")),(b)paymentcardprocessingservices,(c)debitcards,

(d)stored value cards, (e)Cash Management Services, or (f)transactions under Hedge Agreements.

"Bank Product Agreements" means those agreements entered into from time to time by any Loan Party or any of its Subsidiaries with a Bank Product Provider in connection with the obtaining of any of the Bank Products.

"Bank Product Collateralization" means providing cash collateral (pursuant to documentation reasonablysatisfactoryto Agent) to be held byAgent for the benefit of theBank Product Providers (other than the Hedge Providers) in an amount determined by Agent as sufficient to satisfythe reasonablyestimated credit exposure, operational risk or processing risk with respect to the then existing Bank Product Obligations (other than Hedge Obligations).

"Bank Product Obligations" means (a)all obligations, liabilities, reimbursement obligations,fees,orexpensesowingbyeachLoanPartyanditsSubsidiariestoanyBankProduct Provider pursuant to or evidenced bya Bank Product Agreement and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, (b)all Hedge Obligations, and (c)all amounts that Agent or any Lender is obligated to pay to a Bank Product Provider as a result of Agent or such Lender purchasing participations from, or executing guarantees or indemnities or reimbursement obligations to, a Bank Product Provider with respect to the Bank Products provided by such Bank Product Provider to a Loan Party or its Subsidiaries.

"Bank Product Provider" means Wells Fargo or any of its Affiliates, including each of the foregoing in its capacity, if applicable, as a Hedge Provider.

"Bank Product Reserves" means, as of any date of determination, those reserves that Agent deems necessaryor appropriate to establish (based upon the Bank Product Providers' determination of theliabilities and obligations of each Loan Partyand its Subsidiaries in respect of Bank Product Obligations) in respect of Bank Products then provided or outstanding.

"BankruptcyCode"meanstitle11oftheUnitedStatesCode,asineffectfromtimetotime.

"BaseRate"meansthegreatestof(a)theFederalFundsRateplus½%,and(b)the

rate of interest announced, from time to time, within Wells Fargo at its principal office in San Franciscoasits"primerate",withtheunderstandingthatthe"primerate"isoneofWellsFargo's base rates (not necessarilythe lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publications as Wells Fargo may designate (and, if any such announced rate is below zero, then the rate determined pursuant to this clause (b) shall be deemed to be zero).

"Base Rate Loan" means each portion of the Revolving Loans that bears interest at a rate determined by reference to the Base Rate.

"BaseRateMargin"hasthemeaningsetforthinthedefinitionofApplicableMargin.

"Benchmark"means,initially,<USDLIBOR>DailySimpleSOFR,provided,that,if a Benchmark Transition Event< or an Early Opt-in Election>, as applicable, and its related BenchmarkReplacementDatehaveoccurredwithrespectto<USDLIBOR>DailySimpleSOFRorthethen-currentBenchmark,then“Benchmark”meanstheapplicableBenchmark

ReplacementtotheextentthatsuchBenchmarkReplacementhasreplacedsuchpriorbenchmark rate pursuant to the provisions of Section 2.12(<c>d).

"Benchmark Administrator" means, initially, the Federal Reserve Bank of New York, or any successor administrator of the then-current Benchmark or any insolvency orresolution official with authority over such administrator.

<"Benchmark Replacement" means, with respect to any Benchmark TransitionEvent or Early Opt-in Election, the first alternative set forth in the order below that can bedetermined by Agent for the applicable Benchmark Replacement Date:>

<(a)the sum of: (i) Daily Simple SOFR and (ii) the related BenchmarkReplacement Adjustment:>

<(b)>"BenchmarkReplacement"meansthesumof:(<i>a)thealternate

<benchmark >rate of interestthat has been selected by Agent and Administrative Borrower as the replacement for the then-current Benchmark< giving due consideration to (A) anyselectionor recommendation of a replacement benchmark rate or the >mechanism for determiningsuch arate <by the Relevant Governmental Body or (B) any evolving or then-prevailing marketconventionfordeterminingabenchmarkrate>asareplacementtothethen-currentBenchmark

<for Dollar-denominated syndicated or bilateral credit facilities and (ii) the BenchmarkReplacement Adjustment.>

; and (b) <If >the Benchmark Replacement as determined <pursuant to clause (a) or (b) of thisdefinitionwouldbelessthan0.00%>,thentheBenchmarkReplacementshallbedeemedtobe

<0.00%forthepurposesoftheLoanDocuments.>

<"Benchmark Replacement Adjustment" means, with respect to anyreplacementof the then-current Benchmark with an Unadjusted Benchmark Replacement for any setting ofsuch Unadjusted Benchmark Replacement:>

(a) <for purposes of clause (a) of the definitionof"BenchmarkReplacement",anamount equal to 0.11448% (11.448 basis points); and>

(b)<forpurposesofclause(b)ofthedefinitionof“BenchmarkReplacement”,

>the spread adjustment<,>or method <of>forcalculating or determining such spreadadjustment,  (which maybe a positive or negative value or zero) that has been selected byAgent and Administrative Borrower, in each case,giving due consideration to (i) any selection or recommendation<ofa>bytheRelevantGovernmentalBodyatsuchtimeforareplacementrate,themechanism for determining such a rate, the methodology or conventions applicable to suchrate, or thespread adjustment, or method for calculating or determining such spread adjustment, for <the replacement of such Benchmark with the applicable Unadjusted BenchmarkReplacement >bythe Relevant Governmental Body<on the applicable Benchmark ReplacementDate>such rate,or (ii) anyevolving or then-prevailing market convention for determining a rateof interestas a replacement to the then-current Benchmark, the methodology or conventionsapplicable to such rate, or thespread adjustment, or method for calculating or determining such

spread adjustment, for <the replacement of such Benchmark with the applicable UnadjustedBenchmarkReplacementforDollar-denominated>suchalternaterateforU.S.dollar-

denominatedsyndicated or bilateral credit facilities at such time; provided, that, if the Benchmark Replacement as determined as provided above would be less than zero, then the Benchmark Replacement shall be deemed to be zero.

"Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the <definition of “Business Day”, the >timing and frequency of determining rates and making payments of interest, prepayment provisions<,>and other technical, administrative or operational matters) that Agent reasonablydecides maybe appropriate to reflect the adoption andimplementationofsuchBenchmarkReplacementandtopermittheadministrationthereofby Agent in a manner substantially consistent with market practice (or, if Agent decides that adoption of any portion of such market practice is not administratively feasible or if Agent determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as Agent decides is reasonably necessary in connection with the administration of <any Loan Document>this Agreement).

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

(a)in the case of clause (a) <or (b) >of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the <administrator of the >Benchmark Administrator(or the published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or such component thereof);

(b)in the case of clause (<c>b) of the definition of "Benchmark Transition Event<,>",  the firstdate <of the public >on which the Benchmark has been determined andannouncedby the regulatory supervisor for the Benchmark Administrator to be no longerrepresentative of underlying markets; provided, that such non-representativeness willbe determinedbyreferencetothemostrecentstatementorpublication<ofinformation>referenced

<therein;or>insuchclause(b)andeveniftheBenchmarkcontinuestobeprovidedonsuchdate.

<(c)in the case of an Early Opt-in Election, the date specified in writing byAgent to a Lenders and Administrative Borrower.>

<Fortheavoidanceofdoubt,iftheeventgivingrisetotheBenchmarkReplacementDateoccurson the same day as, but earlier than, the Reference Time in respect of any determination, theBenchmark Replacement Date will be deemed to have occurred prior to the Reference Time forsuch determination.>

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

<(a)>apublicstatementorpublicationofinformationbyoronbehalfofthe

<administrator of>Benchmark Administrator or a regulatorysupervisor forthe Benchmark <(orthe published component used in the calculation thereof)>Administratorannouncing that <suchadministrator>(a) the Benchmark Administratorhas ceased or will cease to provide <such>theBenchmark<(orsuchcomponentthereof),>permanentlyorindefinitely<,providedthat,atthe

time of such statement or publication, there is no successor administrator that will continue toprovide such Benchmark (or such component thereof);>or (b) the Benchmark is no longerrepresentative.

"Benchmark UnavailabilityPeriod" means, if a Benchmark Transition Eventand its related Benchmark Replacement Date have occurred with respect to the then-currentBenchmarkandsolelytotheextentthattheBenchmarkhasnotbeenreplacedwithaBenchmarkReplacement, the period (a) beginning at the time that such Benchmark Replacement Date hasoccurred if, at such time, no Benchmark Replacement has replaced the Benchmark for allpurposes hereunder in accordance with Section 2.12(d) and (b) ending at the time that aBenchmark Replacement has replaced the Benchmark for all purposes hereunder pursuant toSection 2.12(d).

<(b)a public statement or publication of information by the regulatorysupervisor for the administrator of such Benchmark (or the published component used in thecalculation thereof), the Board of Governors of the Federal Reserve System>, the FederalReserve Bank of New York, <an insolvency official with jurisdiction over the administrator forsuch Benchmark (or such component), a resolution authority with jurisdiction over theadministrator for such Benchmark (or such component) or a court or an entity with similarinsolvency or resolution authority over the administrator for such Benchmark (or suchcomponent), which states that the administrator of such Benchmark (or such component) hasceased or will cease to provide such Benchmark (or such component thereof) permanently orindefinitely, provided that, at the time of such statement or publication, there is no successoradministrator that will continue to provide such Benchmark (or such component thereof); or>

<(c)a public statement or publication of information >by the regulatorysupervisor for the <administrator of the Benchmark (or the published component used in thecalculation thereof) announcing that such Benchmark (or such component thereof) is no longerrepresentative.>

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

"Beneficial Ownership Regulation"means31C.F.R.§ 1010.230.

"Benefit Plan" means a "defined benefit plan" (as defined in Section 3(35) of ERISA) for which any Loan Party or any of its Subsidiaries or ERISA Affiliates has been an "employer" (as defined in Section 3(5) of ERISA) within the past six years.

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

"Board of Directors" means, as to any Person, the board of directors (or comparablemanagers)ofsuchPerson,oranycommitteethereofdulyauthorizedtoactonbehalf of the board of directors (or comparable managers).

basis consistent with Borrowers' historical accounting practices) of Eligible Raw Material Inventory (such determination may be made as to different categories of Eligible Raw Material Inventory based upon the Net Recovery Percentage applicable to such categories) at such time, plus

(iv)theleastof(1)$25,000,000,(2)70%ofthevalue(calculatedatthe lower of cost or market on a basis consistent with Borrowers' historical accounting practices) of EligibleIn-TransitInventoryconsistingoffinishedgoods,and(3)theproductof85%multiplied bytheNetRecoveryPercentageidentifiedinthemostrecentAcceptableAppraisalofInventory, multiplied by the value (calculated at the lower of cost or market on a basis consistent with Borrowers'historicalaccountingpractices)ofEligibleIn-TransitInventoryconsistingoffinished goods (such determination may be made as to different categories of finished goods Inventory based upon the Net RecoveryPercentage applicable to such categories) at such time, minus

(d)theaggregateamount ofReserves, ifany, established byAgent from time to time under Section 2.1(c) of this Agreement.

"Borrowing Base Certificate" means a certificate substantially in the form of ExhibitB-1tothisAgreement,whichsuchformofBorrowingBaseCertificatemaybeamended, restated, supplemented or otherwise modified from time to time (including without limitation changes to the format thereof), as approved byAgent in Agent's sole discretion.

"Business Day" means any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to close in the state of Illinois<, except that, if adetermination of a Business Day shall relate to a LIBOR Loan, the term "Business Day" alsoshall exclude any day on which banks are closed for dealings in Dollar deposits in the Londoninterbank market>.

"Capital Expenditures" means, with respect to any Person for any period, the amountofallexpendituresbysuchPersonanditsSubsidiariesduringsuchperiodthatarecapital expenditures as determined in accordance with GAAP, whether such expenditures are paid in cash or financed, but excluding, without duplication (a)with respect to the purchase price of assets that are purchased substantially contemporaneously with the trade-in of existing assets during such period, the amount that the gross amount of such purchase price is reduced by the creditgrantedbythesellerofsuchassetsfortheassetsbeingtradedinatsuchtime,

(b)expenditures made during such period to consummate one or more Permitted Acquisitions, and(c)expendituresduringsuchperiodthat,pursuant toawrittenagreement,arereimbursedby a third Person (excluding any Loan Party or any of its Affiliates).

"Capitalized Lease Obligation" means that portion of the obligations under a Capital Lease that is required to be capitalized in accordance with GAAP.

"Capital Lease" means a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.

"Cash Equivalents" means (a)marketable direct obligations issued by, or unconditionallyguaranteed by, the United States or issued byanyagencythereof and backed by thefullfaithandcreditoftheUnitedStates,ineachcasematuringwithinoneyearfromthedate

"CoveredEntity"meansanyofthefollowing:

(a)a"coveredentity"asthattermisdefinedin,andinterpretedin

accordance with, 12 C.F.R. § 252.82(b);

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

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

"CoveredParty"hasthemeaningspecifiedthereforinSection17.15ofthis

Agreement.

"CustomsBrokers" shallmeanthepersons listed on ScheduleC-2 hereto or such

other personorpersonsasmaybeselectedbyAdministrativeBorrowerafterthedatehereofand after written notice by Administrative Borrower to Agent who are reasonably acceptable to Agent to handle the receipt of Inventory within the United States or to clear Inventory through the Bureau of Customs and Border Protection or other domestic or foreign export control authorities or otherwise perform port of entry services to process Inventory imported by a Borrower from outside the United States (such persons sometimes being referred to herein individuallyasa"CustomsBroker"),provided,that,astoeachsuchperson,(a)Agentshallhave received a customs broker agreement by such person in favor of Agent (in form and substance satisfactory to Agent) duly authorized, executed and delivered by such person, (b)such agreement shall be in full force and effect and (c)such person shall be in compliance in all material respects with the terms thereof.

<"Daily One Month LIBOR" means, as to any day, the rate per annum as published by ICE Benchmark Administration Limited (or any successor or other commercially available source of the London interbank offered rate as Lender may designate from time to time) as of 11:00 a.m., London time, on such day(or, for anydaythat isnotaBusinessDay,the immediatelyprecedingBusinessDay)forUS dollardepositsforaonemonthperiod(and,ifany such published rate is below zero, then the rate determined pursuant to this definition shall be deemed to be zero).Each determination of Daily One Month LIBOR shall be made by Lender and shall be conclusive in the absence of manifest error.>

"Daily Simple SOFR" means, for any day<,>(a "SOFR<, with the conventions for this rate (which will include a lookback) being established by Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining"DailySimpleSOFR"forsyndicatedbusinessloans;provided,thatifAgentdecides that any such convention is not administratively feasible for Agent, then Agent may establish anotherconventioninitsreasonablediscretion.>RateDay"),arateperannumequaltoSOFRfor the day (such day, a "SOFR Determination Day") that is two (2) U.S. Government Securities BusinessDayspriorto(i)ifsuchSOFRRateDayisaU.S.GovernmentSecuritiesBusinessDay, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Dayimmediatelyprecedingsuch SOFR RateDate,ineachcase,assuchSOFRispublishedby theSOFRAdministratorontheSOFR

Administrator's Website; provided, that, if Daily Simple SOFR determined as provided abovewouldbelessthan0.00%,thenDailySimpleSOFRshallbedeemedtobe0.00%.Ifby5:00

p.m. (New York City time) on the second (2nd) U.S. Government Securities Business Dayimmediately following any SOFR Determination Day, SOFR in respect of such SOFRDetermination Day has not been published on the SOFR Administrator's Website and aBenchmark Replacement Datewith respect to DailySimpleSOFR has not occurred,thenSOFRforsuchSOFRDeterminationDay willbe SOFR as published in respect of the first preceding

U.S. Government Securities Business Day for which SOFR was published on the SOFRAdministrator's Website; provided that any SOFR determined pursuant to this sentence shall beutilizedforpurposesofcalculationofDailySimpleSOFRfornomorethanthree(3)consecutiveSOFRRateDays.AnychangeinDailySimpleSOFRduetoachangeinSOFRshallbeeffectivefrom and including the effective date of such change in SOFR without notice to AdministrativeBorrower.

"Default"meansanevent,condition,ordefaultthat,withthegivingofnotice,the passage of time, or both, would be an Event of Default.

"Default Right"hasthemeaningassignedtothat term in,andshall beinterpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

"Defaulting Lender" means any Lender that (a)has failed to (i)fund all or any portionofitsLoanswithintwoBusinessDaysofthedatesuchLoanswererequiredtobefunded hereunder unless such Lender notifies Agent and Administrative Borrower in writing that such failure is the result of such Lender's determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable Default or Event of Default, shall be specifically identified in such writing) has not been satisfied, or (ii)pay to Agent, Issuing Bank, or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two Business Days of the date when due, (b)has notified any Borrower, Agent or Issuing Bank in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unlesssuchwritingorpublicstatement relatestosuchLender'sobligationtofundaLoan hereunder and states that such position is based on such Lender's determination that a condition precedent to funding (which condition precedent, together with anyapplicable Default or Event of Default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c)has failed, within three Business Days after written request by Agent or Administrative Borrower, to confirm in writing to Agent and Administrative Borrower that it will complywithitsprospectivefundingobligationshereunder(provided,thatsuchLendershall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by Agent and Administrative Borrower), or (d)has, or has a direct or indirect parentcompanythathas,(i)becomethesubjectofanyInsolvencyProceeding,(ii)hadappointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authorityactingin such acapacity, or (iii)becomethesubjectofaBail-inAction;provided,that aLender shall not beaDefaultingLendersolelybyvirtueoftheownershiporacquisitionofany equityinterestinthatLenderoranydirectorindirectparentcompanythereofbyaGovernmental AuthoritysolongassuchownershipinterestdoesnotresultinorprovidesuchLenderwith

"Dollars"or"$"meansUnitedStatesdollars.

"Domestic Subsidiary" means any Subsidiary of any Loan Party that is not a Foreign Subsidiary.

"DrawingDocument"meansanyLetterofCreditorotherdocumentpresentedfor purposes of drawing under any Letter of Credit, including by electronic transmission such as SWIFT, electronic mail, facsimile or computer generated communication.

<"Early Opt-in Election" means, if the then-current Benchmark is USD LIBOR,the occurrence of:>

<(a)a notification by Agent to (or the request by Administrative Borrower toAgent to notify) each of the other parties hereto that at least five currently outstanding Dollar-denominated syndicated or bilateral credit facilities at such time contain (as a result ofamendment or as originallyexecuted) a SOFR-based rate (includingSOFR, a term SOFR or anyother rate based upon SOFR) as a benchmark interest rate, and>

<(b)the joint election by Agent and Administrative Borrower to trigger afallback from USD LIBOR and the provision by Lender of written notice of such election toAdministrative Borrower.>

"Earn-Outs" means unsecured liabilities of a Loan Party arising under an agreement to make any deferred payment as a part of the Purchase Price for a Permitted Acquisition, including performance bonuses or consulting payments in any related services, employment or similar agreement, in an amount that is subject to or contingent upon the revenues, income, cash flow or profits (or the like) of the target of such Permitted Acquisition.

"EBITDA"means,withrespecttoanyfiscalperiodandwithrespecttoBorrowers determined, in each case, on a consolidated basis in accordance with GAAP:

(a)theconsolidatednetincome(orloss),

minus

(b)without duplication, the sum of the following amounts for such period to the extent included in determining consolidated net income (or loss) for such period:

(i)unusualornon-recurringgains,and

(ii)interestincome,

plus

(c)without duplication, the sum of the following amounts for such period to the extent deducted in determining consolidated net income (or loss) for such period:

(i)non-cashunusualornon-recurringlosses,

(a)EBITDA for such period minusUnfinanced Capital Expenditures made (to the extent not alreadyincurred in a prior period) or incurred during such period, to (b)Fixed Charges for such period.

For the purposes of calculating Fixed Charge Coverage Ratio for any Reference Period,ifat anytimeduringsuchReferencePeriod(andaftertheClosingDate),anyLoanParty or any of its Subsidiaries shall have made a Permitted Acquisition, Fixed Charges and Unfinanced Capital Expenditures for such Reference Period shall be calculated after giving pro forma effect thereto or in such other manner acceptable to Agent as if any such Permitted Acquisition occurred on the first day of such Reference Period.

"Flexsteel"hasthemeaningassignedtosuchterminthepreamblehereto.

<"Floor" means the benchmark rate floor, if any, provided in this Agreementinitially(as of the execution of this Agreement, the modification, amendment or renewal of thisAgreement or otherwise) with respect to USD LIBOR.>

"Flow of Funds Agreement" means a flow of funds agreement, dated as of even date with this Agreement, in form and substance reasonablysatisfactoryto Agent, executed and delivered by Borrowers and Agent.

"Foreign Lender" means any Lender or Participant that is not a United States person within the meaning of IRC section 7701(a)(30).

"Foreign Subsidiary" means any direct or indirect subsidiary of any Loan Party thatisorganizedunderthelawsofanyjurisdictionotherthantheUnitedStates,anystatethereof or the District of Columbia.

"FSHC" means anydirect or indirect Domestic Subsidiarythat holds no material assets other than the equityof one or more direct or indirect Foreign Subsidiaries that are CFCs.

"Funded Indebtedness" means, as of any date of determination, all Indebtedness for borrowed money or letters of credit of Borrowers, determined on a consolidated basis in accordance with GAAP, including, in any event, but without duplication, with respect to the Loan Parties and their Subsidiaries, the Revolver Usage, and the amount of their Capitalized Lease Obligations.

"FundingDate"meansthedateonwhichaBorrowingoccurs.

"GAAP"meansgenerallyacceptedaccountingprinciplesasineffectfromtimeto time in the United States, consistently applied.

"Governing Documents" means, with respect to any Person, the certificate or articles of incorporation, by-laws, or other organizational documents of such Person.

"Governmental Authority" means the government of any nation or any political subdivisionthereof,whetheratthenational,state,territorial,provincial,county,municipalorany otherlevel,andany agency,authority,instrumentality,regulatory body,court,centralbankor

"LetterofCreditDisbursement"meansapaymentmadebyIssuingBankpursuant to a Letter of Credit.

"LetterofCreditExposure"means,asofanydateofdeterminationwithrespectto anyLender, such Lender's participation intheLetterofCreditUsagepursuanttoSection2.11(e) on such date.

"LetterofCreditFee"hasthemeaningspecifiedthereforinSection2.6(b)ofthisAgreement.

"LetterofCreditIndemnifiedCosts"hasthemeaningspecifiedthereforinSection

2.11(f)ofthisAgreement.

"Letter of Credit Related Person" has the meaning specified therefor in Section2.11(f) of this Agreement.

"LetterofCreditSublimit"means$5,000,000.

"LetterofCreditUsage"means,asofanydateofdetermination,thesumof

(a)the aggregate undrawn amount of all outstanding Letters of Credit, plus(b)the aggregate amountofoutstandingreimbursementobligationswithrespecttoLettersofCreditwhichremain unreimbursed or which have not been paid through a Revolving Loan.

<"LIBOR>Loan"meanseachportionofaRevolvingLoanthatbearsinterestatarate determined by reference to Daily<One Month LIBOR.>

<"LIBORRate>Margin"hasthemeaningsetforthinthedefinitionofApplicable

Margin.

"Lien"meansanymortgage,deedoftrust,pledge,hypothecation,assignment,

charge, deposit arrangement, encumbrance, easement, lien (statutoryor other), securityinterest, or other security arrangement and any other preference, priority, or preferential arrangement of any kind or nature whatsoever, including any conditional sale contract or other title retention agreement, the interest of a lessor under a Capital Lease and any synthetic or other financing lease having substantially the same economic effect as any of the foregoing.

"LineCap"means,asofanydateofdetermination,thelesserof(a)theMaximum Revolver Amount, and (b) the Borrowing Base as of such date of determination.

"Litigation Reserve" means a reserve equal to the portion of the amount payable in respect of that litigation describedinItem2ofSchedule4.6(b)thatisnotfullycovered(other than to the extent of customary deductibles) by insurance pursuant to which the insurer has not denied coverage.

"Loan"meansanyRevolvingLoan,SwingLoan,orExtraordinaryAdvancemade (or to be made) hereunder.

"PublicLender"hasthemeaningspecifiedthereforinSection17.9(c)ofthisAgreement.

"PurchasePrice"means,withrespecttoanyAcquisition,anamountequaltotheaggregate consideration, whether cash, propertyor securities (including the fair market value of anyEquityInterestsofAdministrativeBorrowerissuedinconnectionwithsuchAcquisitionand including the maximum amount of Earn-Outs), paid or delivered by a Loan Party or one of its Subsidiaries inconnectionwithsuchAcquisition(whetherpaidat theclosingthereoforpayable thereafter and whether fixed or contingent), but excluding therefrom (a)any cash of the seller and its Affiliates used to fund any portion of such consideration, and (b)any cash or Cash Equivalents acquired in connection with such Acquisition.

"QFC"hasthemeaningassignedtotheterm"qualifiedfinancialcontract"in,and shall be interpreted in accordance with, 12 U.S.C. § 5390(c)(8)(D).

"QFCCreditSupport"hasthemeaningspecifiedthereforinSection17.15ofthis

Agreement.

"QualifiedEquityInterests"meansandreferstoanyEquityInterestsissuedby

Administrative Borrower (and not by one or more of its Subsidiaries) that is not a Disqualified Equity Interest.

"Real Property" means any estates or interests in real property now owned or hereafter acquired byanyLoan Partyor one of its Subsidiaries and the improvements thereto.

"ReceivableReserves"means,asofanydateofdetermination,thosereservesthat Agent deems necessaryor appropriate, in its Permitted Discretion and subject to Section 2.1(c), to establish and maintain (including Landlord Reserves for books and records locations and reserves for rebates, discounts, warranty claims, and returns) with respect to the Eligible Accounts or the Maximum Revolver Amount.

"Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

"ReferencePeriod"hasthemeaningsetforthinthedefinitionofEBITDA.

<"Reference Time" with respect to any setting of the then-current Benchmarkmeans(a)ifsuchBenchmarkisUSDLIBOR,11:00a.m.,Londontime,onthedaythatistwo(2)BusinessDaysprecedingthedateofsuchsetting,and(b)ifsuchBenchmarkisnotUSDLIBOR,the time determined by Agent in its reasonable discretion.>

"Refinancing Indebtedness" means refinancings, renewals, or extensions of Indebtedness so long as:

(a)such refinancings, renewals, or extensions do not result in an increase in the principalamountof theIndebtednesssorefinanced,renewed,orextended,otherthan bythe

(d)perform any pre-remedial studies, investigations, or post-remedial operation and maintenance activities, or (e) conduct any other actions with respect to Hazardous Materials required by Environmental Laws.

"Replacement Lender" has the meaning specified therefor in Section 2.13(b) of this Agreement.

"Report" has the meaning specified therefor in Section 15.16 of this Agreement.

"Required Availability" means that Excess Availability exceeds $25,000,000. "RequiredLenders"means,atanytime,Lendershavingorholdingmorethan50%ofthe aggregateRevolvingLoanExposureof allLenders;provided,that(i)the RevolvingLoan Exposure of any Defaulting Lender shall be disregarded in the determination of the Required Lenders, and (ii)at any time there are two or more Lenders (who are not Affiliates of oneanotherorDefaultingLenders),"RequiredLenders"mustincludeatleasttwoLenders(who are not Affiliates of one another).

"Reserves" means, as of any date of determination, Inventory Reserves, Receivables Reserves, Bank Product Reserves, Litigation Reserve and those other reserves that Agent deems necessary or appropriate, in its Permitted Discretion and subject to Section 2.1(c), to establish and maintain (including reserves with respect to (a)sums that any Loan Party or its

Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document(suchastaxes,assessments,insurancepremiums,or,inthecaseofleasedassets,rents orotheramountspayableundersuchleases)andhasfailedtopay,and(b)amountsowingbyany Loan Partyor its Subsidiaries to anyPerson to the extent secured bya Lien on, or trust over, any oftheCollateral(otherthanaPermittedLien),whichLienortrust,inthePermittedDiscretionof Agent likely would have a priority superior to Agent's Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in andtosuchitemoftheCollateral)withrespecttotheBorrowingBaseortheMaximumRevolver Amount.

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

"RestrictedPayment"means(a)anydeclarationorpaymentofanydividendorthe makingofanyotherpaymentordistribution,directlyorindirectly,onaccountofEquityInterests issued by Administrative Borrower or any of its Subsidiaries (including any payment in connectionwithanymergerorconsolidationinvolvingAdministrativeBorrower)ortothedirect or indirect holders of Equity Interests issued by Administrative Borrower or any of its Subsidiaries in their capacity as such (other than dividends or distributions payable in Qualified Equity Interests issued by Administrative Borrower or any of its Subsidiaries, or (b)any purchase, redemption, making of any sinking fund or similar payment, or other acquisition or retirement for value (including in connection with any merger or consolidation involving Administrative Borrower) any Equity Interests issued by Administrative Borrower or any of its Subsidiaries,or(c)anymakingofanypaymenttoretire,ortoobtainthesurrenderof,anyAmerica, including those administered by OFAC, the U.S. Department of State, the U.S. Department of Commerce, or through any existing or future executive order, (b)the United NationsSecurityCouncil,(c)theEuropeanUnionoranyEuropeanUnionmemberstate,

(d)<Her>HisMajesty's Treasury of the United Kingdom, or (e)any other Governmental Authoritywith jurisdiction over anymember of Lender Group or anyLoan Partyor anyof their respective Subsidiaries or Affiliates.

"S&P" has the meaning specified therefor in the definition of Cash Equivalents.

"SEC"meanstheUnitedStatesSecuritiesandExchangeCommissionandanysuccessorthereto.

"SecuritiesAccount"meansasecuritiesaccount(asthattermisdefinedintheCode).

"SecuritiesAct"meanstheSecuritiesActof1933,asamendedfromtimetotime,andanysuccessorstatute.

"Settlement"hasthemeaningspecifiedthereforinSection2.3(e)(i)ofthisAgreement.

"Settlement Date" has the meaning specified therefor in Section 2.3(e)(i) of this Agreement.

"SOFR"meansa rate<per annum>equaltothe securedovernightfinancing rate<published>asadministeredbytheSOFRAdministrator<ontheSOFRAdministrator’sWebsite>.

"SOFR Administrator" means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

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

"SOFRLoan"meanseachportionofaRevolvingLoanthatbearsinterestatarate determined by reference to Daily Simple SOFR.

"SOFRMargin"hasthemeaningsetforthinthedefinitionofApplicableMargin."Solvent"means, withrespect to anyPerson as of anydateof determination, that

(a)atfairvaluations,thesumofsuchPerson'sdebts(includingcontingentliabilities)islessthanall of such Person's assets, (b)such Person is not engaged or about to engage in a business or transaction for which the remaining assets of such Person are unreasonably small in relation to the business or transaction or for which the property remaining with such Person is an unreasonably small capital, (c)such Person has not incurred and does not intend to incur, orreasonably believethatitwillincur,debtsbeyonditsability topay suchdebtsasthey become

"SwingLoan"hasthemeaningspecifiedthereforinSection2.3(b)ofthisAgreement.

"SwingLoanExposure"means,asofanydateofdeterminationwithrespecttoanyLender,suchLender'sProRataShareoftheSwingLoansonsuchdate.

"Taxes" means any taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein, and all interest, penalties or similar liabilities with respect thereto.

"TaxLender"hasthemeaningspecifiedthereforinSection14.2(a)ofthisAgreement.

"TrademarkSecurityAgreement"hasthemeaningspecifiedthereforinthe

GuarantyandSecurityAgreement.

"UCP" means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits 2007 Revision, International Chamber of Commerce Publication No. 600 and anyversion or revision thereof accepted byIssuing Bank for use.

"UK Financial Institution" means any BRRD Undertaking (as such term isdefined under the PRA Rulebook (as amended form time to time) promulgated by the UnitedKingdom Prudential Regulation Authority) or anyperson fallingwithin IFPRU 11.6 oftheFCAHandbook (as amended from time to time) promulgated by the United Kingdom FinancialConduct Authority, which includes certain credit institutions and investment firms, and certainaffiliates of such credit institutions or investment firms.

"UK Resolution Authority" means the Bank of England or any other publicadministrative authorityhaving responsibilityfor the resolution of anyUK Financial Institution.

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

"Unfinanced Capital Expenditures" means Capital Expenditures (a)not financed withtheproceedsofanyincurrenceofIndebtedness(otherthantheincurrenceofanyRevolving Loans), the proceeds of any sale or issuance of Equity Interests or equity contributions, the proceeds of anyasset sale(other than thesaleofInventoryintheordinarycourseofbusiness)or any insurance proceeds, and (b)that are not reimbursed by a third person (excluding any Loan Party or any of its Affiliates) in the period such expenditures are made pursuant to a written agreement.

"UnitedStates"meanstheUnitedStatesofAmerica.

"UnusedLineFee"hasthemeaningspecifiedthereforinSection2.10(b)ofthisAgreement.

"U.S. Government Securities Business Day" means any day except for (i)aSaturday, (ii)a Sunday or (iii)a day on which the Securities Industry and Financial MarketsAssociation (or any successor thereto) recommends that the fixed income departments of itsmembers be closed for the entire day for purposes of trading in United States governmentsecurities.

"U.S.SpecialResolutionRegimes"hasthemeaningspecifiedthereforin Section 17.15 of this Agreement.

<"USD LIBOR" means the London interbank offered rate for Dollars.>

"VoidableTransfer"hasthemeaningspecifiedthereforinSection17.8ofthisAgreement.

"WellsFargo"meansWellsFargoBank,NationalAssociation,anationalbanking association.

"WithdrawalLiability" meansliabilitywithrespecttoaMultiemployerPlanas aresultofacompleteorpartialwithdrawalfromsuchMultiemployerPlan,assuchtermsaredefinedinPartIofSubtitleEofTitleIVofERISA.

"Write-Down and Conversion Powers" means, (a)with respect to any EEA ResolutionAuthority,thewrite-downandconversionpowersofsuchEEAResolutionAuthority from time to time under the Bail-In Legislation for the applicableEEAMemberCountry,which write-downandconversionpowersaredescribedintheEUBail-InLegislationSchedule<.>,and

(b) with respect to the United Kingdom,any powers of the applicable Resolution Authorityunder the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of anyUKFinancialInstitutionoranycontractorinstrumentunderwhichthatliabilityarises,toconvertall or part of that liabilityinto shares,securities orobligations ofthat personoranyotherperson,to provide that any such contract or instrument is to have effect as if a right had been exercisedunder it or to suspend any obligation in respect of that liability or any of the powers under thatBail-In Legislation that are related to or ancillaryto anyof those powers.

1.2.Accounting Terms.All accounting terms not specifically defined hereinshall beconstruedinaccordancewithGAAP; provided,thatifAdministrativeBorrowernotifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to anyprovision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to bythe Required Lenders, the provisions in this Agreement shall be calculated as if no such AccountingChangehadoccurred.Whenusedherein,theterm "financial statements"shallthatarereasonablyexpectedtoresultinanyloss,cost,damage,orexpense(includingreasonable anddocumentedattorneys'feesandlegalexpenses),suchcashcollateraltobeinsuchamountas Agent reasonably determines is appropriate to secure such contingent Obligations, (e)the paymentorrepaymentinfullinimmediatelyavailablefundsofallotheroutstandingObligations (including the payment of any termination amount then applicable (or which would or could become applicable as a result of the repayment of the other Obligations) under Hedge Agreements provided by Hedge Providers) other than (i)unasserted contingent indemnification Obligations,(ii)anyBankProductObligations(otherthanHedgeObligations)that,atsuchtime,

are allowed by the applicable Bank Product Provider to remain outstanding without being required to be repaid or cash collateralized, and (iii)any Hedge Obligations that, at such time, areallowedbytheapplicableHedgeProvidertoremainoutstandingwithoutbeingrequiredtobe repaid, and (f)the termination of all of the Commitments of the Lenders.Any reference herein to any Person shall be construed to include such Person's successors and assigns.Any requirement of a writing contained herein or in any other Loan Document shall be satisfied by the transmission of a Record.

1.5.Time References.Unless the context of this Agreement or any other Loan Document clearlyrequires otherwise, all references to timeof dayrefer to Central standard time orCentraldaylightsavingtime,asineffectinChicago,Illinoisonsuchday.Forpurposesofthe computation of a period of time from a specified date to a later specified date, unless otherwise expresslyprovided, the word "from" means "from and including"andthewords"to"and"until" each means "to and including"; provided, that with respect to a computation of fees or interest payable to Agent or anyLender, such period shall in anyevent consist of at least one full day.

1.6.Schedules and Exhibits.All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference.

1.7.Divisions.For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction's laws): (a) if anyasset, right,obligationorliabilityofanyPersonbecomestheasset, right,obligationorliabilityofadifferentPerson,thenitshallbedeemedtohavebeentransferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.

1.8.Rates.<The interest rate on LIBOR Loans may>be determined byreferenceto the <DailyOne Month LIBOR, which is derived from theLondoninterbankofferedrate.The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market.On March 5, 2021, ICE Benchmark Administration ("IBA"), the administrator of the London interbank offered rate, and theFinancial Conduct Authority(the"FCA"), theregulatorysupervisorofIBA, announced in public statements (the "Announcements") that the final publication or representativenessdatefortheLondoninterbankofferedrateforDollarsfor:(a)1-weekand 2-monthtenorsettingswillbeDecember31,2021and(b)overnight,1-month,3-month,6-month and 12-month tenor settings will be June 30, 2023.No successor administrator for IBA was identified in such Announcements. As a result, it is possible that immediately after such dates, theLondoninterbankofferedrateforsuchtenorsmaynolongerbeavailableormaynolongerbe

deemed a representative reference rate upon which to determine the interest rate on LIBOR Loans or Base Rate Loans (when determined byreference to clause (c) of the definition of Base Rate).There is no assurance that the dates set forth in the Announcements will not change or that IBA or the FCA will not take further action that could impact the availability, composition or characteristics of any London interbank offered rate.Public and private sector industry initiatives have been and continue, as of the date hereof, to be underway to implement new or alternative reference rates to be used in place of the London interbank offered rate.In the event that the London interbank offered rate or any other then-current Benchmark is no longer available or in certain other circumstances set forth in Section 2.12(c), such Section 2.12(c) provides a mechanism for determining an alternative rate of interest. Agent will notify Administrative Borrower, pursuant to Section 2.12(c), of any change to the reference rate upon which the interest rate on LIBOR Loans and Base Rate Loans (when determined byreference to clause (c) of the definition of Base Rate) is based.However, >Agent does not warrant or accept anyresponsibilityfor, and shall not have anyliabilitywith respect to, (<i>a) the continuation of, administration of, submission of, calculation of or any other matter related to <the Londoninterbank offered rate or other>Daily Simple SOFR or any other Benchmark, any componentdefinitionthereoforratesreferredtointhedefinition<of"DailyOneMonthLIBOR">thereof,or with respect to anyalternative, successor or replacement rate thereto (includinganythen-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), asitmayormaynotbeadjustedpursuanttoSection2.12(c),willbesimilarto,or produce the same value or economic equivalence of, <Daily One Month LIBOR or any otherBenchmark, >or have the same volume or liquidity as< did the London interbank offered rate>,  Daily Simple SOFRor any other Benchmark,  prior to its discontinuance or unavailability, or (<ii>b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes.Agentandits<Affiliates>affiliatesorotherrelatedentitiesmayengageintransactions that affect the calculation of <a Benchmark>Daily Simple SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto and such transactions may be adverse to a Borrower.Agent may select information sources or services in its reasonablediscretion to ascertain <any>Daily Simple SOFR, or any otherBenchmark, any component definition thereof or rates <referenced>referred toin the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to any Borrower, any Lender or any other person or entity for damages of anykind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

2.LOANSANDTERMSOFPAYMENT.

2.1.RevolvingLoans.

(a)SubjecttothetermsandconditionsofthisAgreement,andduringtheterm of this Agreement, each Revolving Lender agrees (severally, not jointlyor jointlyand severally) to make revolving loans ("Revolving Loans") to Borrowers in an amount at any one time outstanding not to exceed the lesser of:

(including Lender Group Expenses)) in full on the Maturity Date or, if earlier, on the date on which the Obligations (other than the Bank Product Obligations) become due and payable pursuant tothetermsofthisAgreement.Borrowersagreethat theirobligationscontainedinthe first sentence of this Section 2.5(a) shall survive payment or satisfaction in full of all other Obligations.

(b)AnyLendermayrequestthatanyportionofitsCommitmentsortheLoans made by it be evidenced by one or more promissory notes.In such event, Borrowers shall execute and deliver to such Lender the requested promissory notes payable to the order of such Lender in a form furnished by Agent and reasonably satisfactory to Borrowers.Thereafter, the portionoftheCommitmentsandLoansevidencedbysuchpromissorynotesandinterestthereon shall at all times be represented by one or more promissory notes in such form payable to the order of the payee named therein.

2.6.InterestRatesandLetterofCreditFee:Rates,Payments,andCalculations.

(a)Interest Rates.Except as provided in Section 2.6(c) and Section 2.12(c), all Obligations (except for undrawn Letters of Credit) that have been charged to the Loan Account pursuant to the terms hereof shall bear interest at the Applicable Rate.

(b)Letter of Credit Fee.Borrowers shall pay Agent (for the ratable benefit of the RevolvingLenders), a Letter of Credit fee (the "Letter ofCredit Fee")(whichfeeshall be in addition to the fronting fees and commissions, other fees, charges and expenses set forth in Section2.11(k)) that shall accrue at a per annum rate equal to the <LIBOR Rate>SOFRMargin

<times the >times the average amount of the Letter of Credit Usage during the immediately preceding month.

(c)Default Rate.(i) Automatically upon the occurrence and during the continuation of an Event of Default under Section 8.4 or 8.5 and (ii) upon the occurrence and during the continuation of any other Event of Default (other than an Event of Default under Section8.4or8.5),atthedirectionofAgentortheRequiredLenders,anduponwrittennoticeby Agent to Borrowers of such direction (provided, that such notice shall not be required for any Event of Default under Section 8.1), (A) all Loans and all Obligations (except for undrawn Letters of Credit) that have been charged to the Loan Account pursuant to the terms hereof shall bear interest at a per annum rate equal to two percentage points above the per annum rate otherwise applicable thereunder, and (B) the Letter of Credit Fee shall be increased to two percentage points above the per annum rate otherwise applicable hereunder.

(d)Payment.Except to the extent provided to the contraryin Section 2.10, or Section2.11(k),(i)allinterestandallotherfeespayablehereunderorunderany oftheother Loan Documents (other than Letter of Credit Fees) shall be due and payable, in arrears, on the first dayof each month, (ii) all Letter of Credit Fees payable hereunder, and all frontingfees and all commissions, other fees, charges and expenses provided for in Section 2.11(k) shall be due and payable, in arrears, on the first Business Dayof each month, and (iii) all costs and expenses payablehereunderorunderanyoftheotherLoanDocuments,andallotherLenderGroup Expenses shall be due and payable on (x)with respect to Lender Group Expenses outstandingasof the Closing Date, the Closing Date, and (y)otherwise, the earlier of (A) the first day of the month following the date on which the applicable costs, expenses, or Lender Group Expenses were first incurred, or (B) the date on which demand therefor is made by Agent (it being acknowledged and agreed that any charging of such costs, expenses or Lender Group Expenses to the Loan Account pursuant to the provisions of the following

sentence shall be deemed to constitute a demand for payment thereof for the purposes of this subclause (y)).Borrowers hereby authorize Agent, from time to time without prior notice to Borrowers, to charge to the Loan Account (A) on the first dayof each month, all interest accrued during the prior month on theRevolvingLoanshereunder,(B)onthefirstBusinessDayofeachmonth,allLetterofCredit Fees accrued or chargeable hereunder during the prior month, (C) as and when incurred or accrued, all fees and costs provided for in Section 2.10(a) or (c), (D) on the first day of each month, the Unused Line Fee accrued during the prior month pursuant to Section 2.10(b), (E) as and when due and payable, all other fees payable hereunder or under any of the other Loan Documents, (F) on the Closing Date and thereafter as and when incurred or accrued, all other Lender Group Expenses, and (G) as and when due and payable all other payment obligations payableunderanyLoanDocumentoranyBankProductAgreement(includinganyamountsdue andpayabletotheBankProductProvidersinrespectofBankProducts).Allamounts(including interest, fees, costs, expenses, Lender Group Expenses, or other amounts payable hereunder or under any other Loan Document or under any Bank Product Agreement) charged to the Loan Account shall thereupon constitute Revolving Loans hereunder, shall constitute Obligations hereunder, and shall accrue interest at the Applicable Rate.

(e)Computation.AllinterestandfeeschargeableundertheLoanDocuments shall be computed on the basis of a 360 dayyear,ineachcase,fortheactualnumber of days elapsed in the period during which the interest or fees accrue.The interest rate on non- contingentObligationsshallincreaseordecreasebyanamountequaltoeachincreaseor decreaseinDaily<OneMonthLIBOR>SimpleSOFRinthecaseof<LIBOR>SOFRLoans effective on the date of any change in Daily <One Month LIBOR>Simple SOFR, and if at any time there are Base Rate Loans, an amount equal to each increase or decrease in the Base Rate effective on the date of any change in the Base Rate.

(f)IntenttoLimitChargestoMaximumLawfulRate.Innoeventshall the interest rate or rates payable under this Agreement, plusany other amounts paid in connectionherewith,exceedthehighestratepermissibleunderanylawthatacourtofcompetent jurisdictionshall,inafinaldetermination,deemapplicable.BorrowersandtheLenderGroup,in executingand deliveringthis Agreement, intend legallyto agreeupon therateorratesofinterest and manner of payment stated within it; provided, that anythingcontained herein to thecontrary notwithstanding, if such rate or rates of interest or manner of payment exceeds the maximum allowable underapplicablelaw, then, ipso facto, as ofthedateofthis Agreement, Borrowers are and shall be liable only for the payment of such maximum amount as is allowed by law, and paymentreceivedfromBorrowersinexcessofsuchlegalmaximum,wheneverreceived,shallbe applied to reduce the principal balance of the Obligations to the extent of such excess.

2.7.Crediting Payments.The receipt of any payment item by Agent shall not be required to be considered a payment on account unless such payment item is a wire transfer of immediately available funds made to Agent's Account or unless and until such payment item is honoredwhenpresentedforpayment.ShouldanypaymentitemnotbehonoredwhenpresentedmonthfromandaftertheClosingDateuptothefirstdayofthemonthpriortothedateonwhich the Obligations are paid in full and on the date on which the Obligations are paid in full.

(c)FieldExaminationandOtherFees.Subjecttoany limitationssetforth in Section 5.7(c), Borrowers shall payto Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) <a fee of $1,000 per day, perexaminer>theper diem chargeat Wells Fargo’s then standard rateforexaminersinthefieldandoffice,  plusout-of-pocket expenses (including travel, meals, and lodging) for each field

examination of any Loan Party or its Subsidiaries performed by or on behalf of Agent, and (ii) the fees, charges or expenses paid or incurred byAgent if it elects to employthe services of one or more third Persons to appraise the Collateral, or any portion thereof, or to assess any Loan Party's or its Subsidiaries' business valuation.

2.11.LettersofCredit.

(a)SubjecttothetermsandconditionsofthisAgreement,upontherequestof Borrowers made in accordance herewith, and prior to the MaturityDate, Issuing Bank agrees to issue a requested standbyLetter of Credit or a sight commercial Letter of Credit for the account ofBorrowers.By submitting a requesttoIssuing Bankforthe issuance ofa Letter of Credit, BorrowersshallbedeemedtohaverequestedthatIssuingBankissuetherequestedLetterof Credit.EachrequestfortheissuanceofaLetterofCredit,ortheamendmentorextensionofany outstandingLetterofCredit,shallbe(i)irrevocableandmadeinwritingbyanAuthorized Person, (ii) delivered to Agent and Issuing Bank via telefacsimile or other electronic method of transmission reasonablyacceptable to Agent and Issuing Bank and reasonablyin advance of the requesteddateofissuance,amendment,orextension,and(iii)subjecttoIssuingBank's authenticationprocedureswithresultssatisfactorytoIssuingBank.Eachsuchrequestshallbein form and substance reasonably satisfactory to Agent and Issuing Bank and (i) shall specify (A) the amount of such Letter of Credit, (B) the date of issuance, amendment, or extension of such LetterofCredit,(C)theproposedexpirationdateofsuchLetterofCredit,(D)thenameand address of the beneficiary of the Letter of Credit, and (E) such other information (including, the conditionstodrawing,and,inthecaseofanamendmentorextension,identificationoftheLetter of Credit to be so amended or extended) as shall be necessaryto prepare, amend, or extend such Letter of Credit, and (ii) shall be accompanied by such Issuer Documents as Agent or IssuingBank mayrequest or require, to the extent that such requests orrequirements areconsistent with theIssuerDocumentsthatIssuingBankgenerallyrequestsforLettersofCreditinsimilar circumstances.Issuing Bank's records of the content of any such request will be conclusive.Anything contained herein to the contrary notwithstanding, Issuing Bank may, but shall not be obligated to, issue a Letter of Credit that supports the obligations of a Loan Party or one of itsSubsidiaries in respect of (x) a lease of real property to the extent that the face amount of such LetterofCreditexceedsthehighestrent(includingallrent-likecharges)payableundersuch leaseforaperiodofoneyear,or(y)anemploymentcontracttotheextentthatthefaceamountof such Letter of Credit exceeds the highest compensation payable under such contract foraperiod of one year.

with the Letter of Credit Collateralization provision (whether ornot theRevolverCommitments have terminated, an Overadvance exists or the conditions in Section 3 are satisfied).

(o)UnlessotherwiseexpresslyagreedbyIssuingBankandBorrowerswhena Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit.

(p)Issuing Bank shall be deemed to have acted with due diligence and reasonablecareifIssuingBank'sconductisinaccordancewithStandardLetterofCreditPractice or in accordance with this Agreement.

(q)IntheeventofadirectconflictbetweentheprovisionsofthisSection2.11

and anyprovision contained in anyIssuer Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other.In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.11 shall control and govern.

(r)The provisions of this Section 2.11 shall survive the termination of this AgreementandtherepaymentinfulloftheObligationswithrespecttoanyLettersofCreditthat remain outstanding.

(s)At Borrowers' costs and expense, Borrowers shall execute and deliver to IssuingBanksuchadditionalcertificates,instrumentsand/ordocumentsandtakesuchadditional actionasmaybereasonablyrequestedbyIssuingBanktoenableIssuingBanktoissueanyLetter of Credit pursuant to this Agreement and related Issuer Document, to protect, exercise and/or enforce Issuing Banks' rights and interests under this Agreement or to give effect to the terms and provisions of this Agreement or anyIssuer Document.Each Borrower irrevocablyappoints IssuingBank as its attorney-in-fact and authorizes IssuingBank, withoutnoticetoBorrowers,to execute and deliver ancillarydocumentsandletterscustomaryintheletterofcreditbusinessthat may include but are not limited to advisements, indemnities, checks, bills of exchange and issuance documents.The power of attorney granted by the Borrowers is limited solely to such actions related to the issuance, confirmation or amendment of any Letter of Credit and to ancillary documents or letters customary in the letter of credit business.This appointment is coupled with an interest.

2.12.SpecialProvisionsApplicableto<LIBORLoans>DailySimpleSOFR.

(a)<The >Daily <One Month LIBOR>Simple SOFRmay be adjusted by Agent with respect to anyLender on a prospective basis to take into account anyadditional <orincreasedcoststosuchLenderofmaintainingorobtaininganyeurodollardeposits>orincreased costs (other than Taxes which shall be governed bySection16), in each case, due to changes in applicable law, <including>or pursuant toany <Changes>Changein Law <and changes>orchangein the reserve requirements imposed by the Board of Governors, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at <the

>Daily <One Month LIBOR>Simple SOFR.In any such event, the affected Lender shall give BorrowersandAgentnoticeofsuchadeterminationandadjustmentandAgentpromptlyshall

transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender,Borrowers may, bynoticetosuchaffectedLender(A)requiresuchLendertofurnishto Borrowers a statement setting forth in reasonable detail the basis for adjusting such Daily<OneMonthLIBOR>SimpleSOFRandthemethodfordeterminingtheamountofsuchadjustment,or

(B) repay the <LIBOR Rate>SOFRLoans, in each case,of such Lender with respect to which such adjustment is made< (together with any amounts due under Section 2.12(b))>.

(b)Subject to the provisions set forth in Section2.12(<c>d) below, in the event that anychangeinmarketconditionsoranyChangeinLawshallatanytimeafterthedate hereof,inthereasonableopinionofanyLender,makeitunlawfulorimpracticalforsuchLender to fund or maintain <LIBOR Rate>SOFRLoans or to continue such funding or maintaining, or to determine or charge interest rates at< the>,  Daily <One Month LIBOR>Simple SOFR, such Lender shall give notice of such changed circumstances to Agent and Borrowers and Agent promptly shall transmit the notice to each other Lender and (<y)>A) declare that SOFR Loanswill not thereafter be made, such that any request for a SOFR Loan shall be deemed to be arequest for a Base Rate Loan unless such Lender's declaration has been withdrawn and (B)require that all outstanding SOFR Loans made bysuch Lender beconverted to BaseRateLoansimmediately, and thereafterinterest upon the <LIBOR Rate>SOFRLoans of such Lender thereafter shall accrue interest at the rate <then applicable to Base Rate Loans, and (z) interestbasedontheDailyOneMonthLIBORshallnotbeavailableuntilsuchLenderdeterminesthatitwould no longer be unlawful or impractical to do so.>at the Base Rate in effect from time totime, plus the Applicable Margin.

(c)No Requirement of Matched Funding.Anything to the contrarycontainedhereinnotwithstanding,neitherAgent,noranyLender,noranyoftheirParticipants,is required actually to match fund any Obligation as to which interest accrues at Daily SimpleSOFR.

(d)(c)BenchmarkReplacementSetting.

(i)Benchmark Replacement.Notwithstanding anything to the contrary herein orin any otherLoan Document, <if>upon the occurrence ofa Benchmark Transition Event< or an Early Opt-in Election, as applicable, >and its related BenchmarkReplacement Date have occurred <prior to the Reference Time in respect of any setting of>,  Agent and Administrative Borrower may amend this Agreement to replacethe then-current Benchmark<, then (a) if>witha Benchmark Replacement< is determined in accordance withclause (a) or (b) of the definition of “Benchmark Replacement” for such BenchmarkReplacement Date, such Benchmark Replacement will replace such Benchmark for all purposesunder any Loan Document in respect of such Benchmark setting and subsequent Benchmarksettings without any amendment to, or further action or consent of any other party to, any LoanDocumentand(b)ifaBenchmarkReplacementisdeterminedinconnectionwithanEarlyOpt-inElection, such Benchmark Replacement will replace such Benchmark forall purposes underanyLoan Document in respect of any Benchmark setting at or after>. Any such amendment withrespect to a Benchmark Transition Event will become effective at5:00 p.m. on the fifth (5th)Business Day after <the date notice of such Benchmark Replacement is provided to Lenderswithout any>Agent has posted such proposedamendment to <any Loan Document, or furtheraction or consent of any other party to, any Loan Document,>all Lenders and Borrowerso long

asAgenthasnotreceived,bysuchtime,writtennoticeofobjectiontosuch<BenchmarkReplacement>amendmentfrom Lenders comprising the Required Lenders.

(ii)BenchmarkReplacementConformingChanges.Inconnectionwith theimplementation ofaBenchmark Replacement, Agent will havetherighttomakeBenchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contraryhereinorinanyotherLoanDocument,anyamendmentsimplementingsuchBenchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any otherLoan <Party>Document.

(iii)Notices; Standards for Decisions and Determinations.Agent will promptly notify Administrative Borrower and the Lenders of (a) <any occurrence of aBenchmark Transition Event or an Early Opt-in Election, as applicable, and its relatedBenchmarkReplacement Date,(b)>theimplementationofanyBenchmarkReplacement<,>and (<c>b) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by Agent or, if applicable<,>any Lender (or group of Lenders)pursuant to this Section 2.12(<c>d), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action< or anyselection>, will be conclusive and binding absent manifest error and may be made in <Agent’sPermitted Discretion>its or their sole discretionand without consent from any <LoanParty>otherpartyheretooranyotherLoanDocument,except,ineachcase,asexpresslyrequiredpursuant to this Section 2.12(d).

(iv)Benchmark Unavailability Period.Upon AdministrativeBorrower'sreceiptofnoticeofthecommencementofaBenchmarkUnavailabilityPeriod,Agentmay (a) declare that SOFR Loans will not thereafter be made by Lenders, such that anyrequestfor a SOFR Loan from Lenders shall be deemed to be a request for a Base Rate Loan and (b)require that all outstanding SOFR Loans made by Lenders be converted to Base Rate Loansimmediately, in which event all outstanding SOFR Loans shall be so converted and shall bearinterest at the Base Rate in effect from time to time, plus the Applicable Margin. The Base Ratein effect from timeto timeplustheApplicableMarginshallreplacethethen-currentBenchmarkfor any determination of interest hereunder or under any other Loan Document during aBenchmark Unavailability Period.

(iv) <London Interbank Offered Rate Benchmark Transition Event.OnMarch 5, 2021, theICE Benchmark Administration(the"IBA"),theadministratoroftheLondoninterbankofferedrate,andtheFinancialConductAuthority,theregulatorysupervisoroftheIBA,announcedinpublicstatements(the"Announcements")thatthefinalpublicationorrepresentativeness date for Dollars for (a) 1-week and 2-month London interbank offered ratetenor settings will be December 31, 2021 and (b) overnight, 1-month, 3-month,6-monthand12-monthLondoninterbankofferedratetenorsettingswillbeJune 30,2023.Nosuccessoradministrator for the IBA was identified in such Announcements.The parties hereto agree andacknowledgethattheAnnouncementsresultedintheoccurrenceofaBenchmarkTransitionEventwithrespecttotheLondoninterbankofferedratepursuanttothetermsoftheLoan

Documents and that anyobligation of Agent to notifyanypartiesofsuchBenchmarkTransitionEvent pursuant to clause (iii) of this Section 2.12(c) shall be deemed satisfied.>

(d) No Requirement of Matched Funding.Anything to the contrary contained herein notwithstanding, neither Agent, nor anyLender, nor anyof their Participants, is requiredactually to <acquire eurodollar deposits to fund or otherwise >match fund any Obligation as towhich interest accrues at Daily<One Month LIBOR.>

2.13.CapitalRequirements.

(a)If,afterthedatehereof,IssuingBankoranyLenderdeterminesthat(i)any Change in Law regarding capital, liquidity or reserve requirements for banks or bank holdingcompanies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holdingcompanies,withanyguideline,requestordirectiveofanyGovernmentalAuthority regarding capital adequacy or liquidity requirements (whether or not having the force of law),hastheeffectofreducingthereturnonIssuingBank's,suchLender's,orsuchholdingcompanies' capital or liquidity as a consequence of Issuing Bank's or such Lender's commitments, Loans,participationsorotherobligationshereundertoalevelbelowthatwhichIssuingBank,such Lender,orsuchholdingcompaniescouldhaveachievedbutforsuchChangeinLaworcompliance (taking into consideration Issuing Bank's, such Lender's, orsuch holdingcompanies' thenexistingpolicieswithrespecttocapitaladequacyorliquidityrequirementsandassumingthe full utilization of such entity's capital) byanyamountdeemedbyIssuingBankorsuchLenderto bematerial,thenIssuingBankorsuchLendermaynotifyBorrowersandAgentthereof. Followingreceiptofsuchnotice,BorrowersagreetopayIssuingBankorsuchLenderon demandtheamountofsuchreductionofreturnofcapitalasandwhensuchreductionisdetermined,payablewithin30daysafterpresentationbyIssuingBankorsuchLenderofa statement in the amount and setting forth in reasonable detail Issuing Bank's or such Lender'scalculationthereofandtheassumptionsuponwhichsuchcalculationwasbased(whichstatement shall be deemed true and correct absent manifest error).In determining such amount, IssuingBankorsuchLendermayuseanyreasonableaveragingandattributionmethods.Failureor delayonthepartofIssuingBankoranyLendertodemandcompensationpursuanttothisSection shallnotconstituteawaiverofIssuingBank'sorsuchLender'srighttodemandsuch compensation; provided, that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section foranyreductions in return incurred morethan 180 days priorto the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise tosuchreductionsandofsuchLender'sintentiontoclaimcompensationtherefor;providedfurther, that if such claim arises byreason of theChangein Law that is retroactive, then the180- dayperiod referred to above shall be extended to include the period of retroactive effect thereof.

(b)If Issuing Bank or any Lender requests additional or increased costs referred to in Section 2.11(l) or Section 2.12(a) or amounts under Section 2.13(a) or sends a noticeunderSection2.12(b)relativetochangedcircumstances(suchIssuingBankorLender,an "Affected Lender"), then, at therequestofAdministrativeBorrower,suchAffectedLendershall use reasonable efforts to promptlydesignate a different one of its lendingoffices or to assign its rights and obligations hereunder to another of its offices or branches, if (i) in the

reasonable judgment of such Affected Lender, such designation or assignment would eliminate or reduce amountspayablepursuanttoSection2.11(l),Section2.12(a)orSection2.13(a),asapplicable,orwouldeliminatetheillegalityorimpracticalityoffundingormaintaining<LIBOR>SOFRLoans, and (ii) in the reasonable judgment of such Affected Lender, such designation or assignment would not subject it to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to it.Borrowers agree to pay all reasonable out-of-pocket costs and expenses incurred by such Affected Lender in connection with any such designation or assignment.If, after such reasonable efforts, such Affected Lender does not so designate a differentoneofitslendingofficesorassignitsrightstoanotherofitsofficesorbranchessoasto eliminate Borrowers' obligation to pay any future amounts to such Affected Lender pursuant to Section 2.11(l),  Section 2.12(a) or Section 2.13(a), as applicable, or to enable Borrowers to obtain <LIBOR>SOFRLoans, then Borrowers (without prejudice to any amounts then due to such Affected Lender under Section 2.11(l),  Section 2.12(a) or Section 2.13(a), as applicable) may, unless prior to theeffectivedateofanysuch assignment theAffected Lenderwithdraws its request for such additional amounts under Section 2.11(l),  Section 2.12(a) or Section 2.13(a), as applicable,orindicatesthatitisnolongerunlawfulorimpracticaltofundormaintain

<LIBOR>SOFRLoans, may designate a different Issuing Bank or substitute a Lender or prospective Lender, in each case, reasonably acceptable to Agent to purchase the Obligations owed to such Affected Lender and such Affected Lender's commitments hereunder (a "ReplacementLender"),andifsuchReplacementLenderagreestosuchpurchase,suchAffected Lendershall assigntotheReplacementLenderitsObligationsandcommitments,anduponsuch purchase by the Replacement Lender, which such Replacement Lender shall be deemed to be "Issuing Bank" or a "Lender" (as the case may be) for purposes of this Agreement and such AffectedLendershallceasetobe"IssuingBank"ora"Lender"(asthecasemaybe)forpurposes of this Agreement.

(c)Notwithstandinganythinghereintothecontrary,theprotectionofSections2.11(l),  2.12, and 2.13 shall be available to Issuing Bank and each Lender (as applicable) regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, judicial ruling, judgment, guideline, treaty or other change or condition which shall have occurred or been imposed, so long as it shall be customary for issuing banks or lenders affected thereby to comply therewith.Notwithstanding any other provision herein, neither Issuing Bank nor anyLender shall demand compensation pursuant to this Section 2.13 if it shall not at the time be the general policyor practice of Issuing Bank or such Lender (as the case may be)todemandsuchcompensationinsimilarcircumstancesundercomparableprovisionsofother credit agreements, if any.

2.14.IncrementalFacilities.

(a)AtanytimeduringtheperiodfromandaftertheClosingDatethroughbut excluding the date that is the fourth year anniversary of the Closing Date, at the option of Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Revolver Increase Amount (each such increase, an "Increase").Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase at the interest margin proposed by Borrowers, and if sufficientLendersdonotagreetoincreasetheirRevolverCommitmentsinconnectionwithsuch

or willful misconduct of such Agent-Related Person or Lender-Related Person, as the case may be.

17.14.Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among anysuch parties, each partyhereto acknowledges that any liability of any <EEA>AffectedFinancial Institution arising under any Loan Document, to the extentsuchliability isunsecured,may besubjecttothewrite-downandconversionpowersof

<an EEA>the applicableResolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)the application of any Write-Down and Conversion Powers by <anEEA>theapplicableResolutionAuthoritytoanysuchliabilitiesarisinghereunderwhichmaybe payable to it byanypartyhereto that is an <EEA>AffectedFinancial Institution; and

(b)the effects of any Bail-in Action on any such liability, including, if applicable:

(i)a reduction in full or in part or cancellation of any such liability;

(ii)aconversionofall,oraportionof,suchliabilityintosharesor

other instruments of ownership in such <EEA>AffectedFinancial Institution, its parent undertaking, or abridgeinstitution that maybeissued to it orotherwiseconferredonit,andthat such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to anysuch liabilityunder this Agreement or anyother Loan Document; or

(iii)the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of <any EEA>the applicableResolution Authority.

17.15.Acknowledgement Regarding Any Supported QFCs.To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedge Agreements or any other agreement or instrument that is a QFC (such support, "QFC Credit Support" and each such QFC a "Supported QFC"), the parties acknowledge and agree as followswithrespecttothe resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the "U.S. Special Resolution Regimes") inrespectofsuchSupportedQFCandQFCCreditSupport(withtheprovisionsbelowapplicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or anyother state of the United States).In the event a Covered Entity that is party to a Supported QFC (each, a "Covered Party") becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and anyrights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest,