Contribution    139131 Clause Samples

Contribution    139131. Liability Cumulative 139132 iv SCHEDULES: Schedule 2.01 – Commitments Schedule 3.05 – Properties Schedule 3.06 – Disclosed Matters* Schedule 3.14 – Insurance Schedule 3.15 – Capitalization and Subsidiaries* Schedule 6.01 – Existing Indebtedness* Schedule 6.02 – Existing Liens* Schedule 6.03 – Fundamental Changes* Schedule 6.04 – Existing Investments* Schedule 6.09 – Transaction with Affiliates* Schedule 6.10 – Existing Restrictions* EXHIBITS: Exhibit A – Form of Assignment and Assumption Exhibit B – [Intentionally Omitted] Exhibit C – [Intentionally Omitted]Form of Interest Election Request Exhibit D – Form of Compliance Certificate Exhibit E – Joinder Agreement Exhibit F – List of Closing Documents Exhibit G-1 – Form of U.S. Tax Certificate (for Non-U.S. [Lenders][Participants] That Are Not Partnerships) Exhibit G-2 – Form of U.S. Tax Certificate (for Non-U.S. [Lenders][Participants] That Are Partnerships) Exhibit H-1 – Auction Procedures Exhibit H-2 – Affiliated Lender Assignment and Assumption *Schedules and exhibits to this Exhibit have been omitted in accordance with Regulation S-K Items 601(a)(5) and/or 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted schedules to the Securities and Exchange Commission on a confidential basis upon request. v LOAN AGREEMENT dated as of March 2, 2018 (as it may be amended or modified from time to time, this “Agreement”), among LIFETIME BRANDS, INC., the other Loan Parties from time to time party hereto, the Lenders from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and ▇▇▇▇▇ CAPITAL LLC, as Syndication Agent. The parties hereto agree as follows: