Exhibit 10.3


 


EXECUTION VERSION


 


$1,870,000,000


 


CASH FLOW CREDIT AGREEMENT


 


among


 


PISCES MIDCO, INC.,


as Borrower,


 


THE LENDERS


FROM TIME TO TIME PARTY HERETO,


 


and


 


JPMORGAN CHASE BANK, N.A.,


as Administrative Agent and Collateral
Agent,


 


 



 


JPMORGAN CHASE BANK, N.A.,


DEUTSCHE BANK SECURITIES INC.,


UBS SECURITIES LLC,


BARCLAYS BANK PLC,


GOLDMAN SACHS BANK USA,


MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED,


ROYAL BANK OF CANADA,


JEFFERIES
FINANCE LLC,


MUFG
UNION BANK, N.A.,


NATIXIS, NEW YORK BRANCH,


SG AMERICAS SECURITIES, LLC AND


Crédit
Agricole Corporate and Investment Bank,


 


as Joint Lead Arrangers and Joint Bookrunners


 


dated as of April 12, 2018


 


 



 




     


     


    

 


Table of Contents


 


	 	 	Page
	 	 	 
	SECTION 1
	 
	Definitions
	 	 	 
	1.1	Defined Terms	1
	1.2	Other Definitional and Interpretive Provisions	95
	 	 	 
	SECTION 2
	 
	Amount and Terms of Commitments
	 	 	 
	2.1	Initial Term Loans and Initial Revolving Commitments	99
	2.2	Notes	100
	2.3	Procedure for Initial Term Loan Borrowing	100
	2.4	Procedure for Revolving Credit Borrowing	101
	2.5	Repayment of Loans	102
	2.6	Letters of Credit	103
	2.7	Swing Line Commitments	111
	2.8	Incremental Facilities	113
	2.9	Permitted Debt Exchanges	116
	2.10	Extension of Term Loans and Revolving Commitments	118
	2.11	Specified Refinancing Facilities	122
	 	 	 
	SECTION 3
	 
	[Reserved]
	 
	SECTION 4
	 
	General Provisions Applicable to Loans
	 	 	 
	4.1	Interest Rates and Payment Dates	124
	4.2	Conversion and Continuation Options	125
	4.3	Minimum Amounts; Maximum Sets	126
	4.4	Optional and Mandatory Prepayments	127
	4.5	Administrative Agent’s Fee; Other Fees	142
	4.6	Computation of Interest and Fees	143
	4.7	Inability to Determine Interest Rate	144
	4.8	Pro Rata Treatment and Payments	145
	4.9	Illegality	146
	4.10	Requirements of Law	147
	4.11	Taxes	149
	4.12	Indemnity	154
	4.13	Certain Rules Relating to the Payment of Additional Amounts	155


 




    	 	(i)	 



     


    

 


Table of Contents


(continued)


 


	 	 	Page
	 	 	 
	4.14	Defaulting Lenders	157
	 	 	 
	SECTION 5
	 
	Representations and Warranties
	 	 	 
	5.1	Financial Condition	160
	5.2	No Change; Solvent	160
	5.3	Corporate Existence; Compliance with Law	161
	5.4	Corporate Power; Authorization; Enforceable Obligations	161
	5.5	No Legal Bar	162
	5.6	No Material Litigation	162
	5.7	No Default	162
	5.8	Ownership of Property; Liens	162
	5.9	Intellectual Property	162
	5.10	Taxes	163
	5.11	Federal Regulations	163
	5.12	ERISA	163
	5.13	Collateral	164
	5.14	Investment Company Act; Other Regulations	165
	5.15	Subsidiaries	165
	5.16	Purpose of Loans	165
	5.17	Environmental Matters	165
	5.18	No Material Misstatements	166
	5.19	Labor Matters	167
	5.20	Insurance	167
	5.21	Anti-Terrorism	167
	 	 	 
	SECTION 6
	 
	Conditions Precedent
	 	 	 
	6.1	Conditions to Initial Extension of Credit	167
	6.2	Conditions to Each Extension of Credit After the Closing Date	174
	 	 	 
	SECTION 7
	 
	Affirmative Covenants
	 	 	 
	7.1	Financial Statements	175
	7.2	Certificates; Other Information	177
	7.3	Payment of Taxes	178
	7.4	Conduct of Business and Maintenance of Existence; Compliance with Contractual Obligations and Requirements of Law	178
	7.5	Maintenance of Property; Insurance	179


 




    	 	(ii)	 



     


    

 


Table of Contents


(continued)


 


	 	 	Page
	 	 	 
	7.6	Inspection of Property; Books and Records; Discussions	180
	7.7	Notices	180
	7.8	Environmental Laws	182
	7.9	After-Acquired Real Property and Fixtures; Subsidiaries	183
	7.10	Use of Proceeds	186
	7.11	Commercially Reasonable Efforts to Maintain Ratings	186
	7.12	Accounting Changes	186
	7.13	Post-Closing Security Perfection	186
	7.14	Post-Closing Matters	187
	 	 	 
	SECTION 8
	 
	Negative Covenants
	 	 	 
	8.1	Limitation on Indebtedness	188
	8.2	Limitation on Restricted Payments	195
	8.3	Limitation on Restrictive Agreements	200
	8.4	Limitation on Sales of Assets and Subsidiary Stock	202
	8.5	Limitations on Transactions with Affiliates	205
	8.6	Limitation on Liens	208
	8.7	Limitation on Fundamental Changes	208
	8.8	Change of Control; Limitation on Amendments	210
	8.9	Limitation on Lines of Business	211
	8.10	Financial Covenant	211
	 	 	 
	SECTION 9
	 
	Events of Default
	 	 	 
	9.1	Events of Default	211
	9.2	Remedies Upon an Event of Default	215
	9.3	Borrower’s Right to Cure	215
	 	 	 
	SECTION 10
	 
	The Agents and the Other Representatives
	 	 	 
	10.1	Appointment	216
	10.2	The Administrative Agent and Affiliates	217
	10.3	Action by an Agent	217
	10.4	Exculpatory Provisions	217
	10.5	Acknowledgement and Representations by Lenders	219
	10.6	Indemnity; Reimbursement by Lenders	219
	10.7	Right to Request and Act on Instructions	220
	10.8	Collateral Matters	221


 




    	 	(iii)	 



     


    

 


Table of Contents


(continued)


 


	 	 	Page
	 	 	 
	10.9	Successor Agent	223
	10.10	[Reserved]	223
	10.11	Withholding Tax	224
	10.12	Other Representatives	224
	10.13	Administrative Agent May File Proofs of Claim	224
	10.14	Application of Proceeds	225
	10.15	Certain ERISA Matters	226
	 	 	 
	SECTION 11
	 
	Miscellaneous
	 	 	 
	11.1	Amendments and Waivers	228
	11.2	Notices	233
	11.3	No Waiver; Cumulative Remedies	235
	11.4	Survival of Representations and Warranties	235
	11.5	Payment of Expenses and Taxes	236
	11.6	Successors and Assigns; Participations and Assignments	237
	11.7	Adjustments; Set-off; Calculations; Computations	250
	11.8	Judgment	251
	11.9	Counterparts	252
	11.10	Severability	252
	11.11	Integration	252
	11.12	Governing Law	252
	11.13	Submission to Jurisdiction; Waivers	252
	11.14	Acknowledgements	253
	11.15	Waiver of Jury Trial	253
	11.16	Confidentiality	254
	11.17	Incremental Indebtedness; Additional Indebtedness	255
	11.18	USA PATRIOT Act Notice	255
	11.19	Electronic Execution of Assignments and Certain Other Documents	255
	11.20	Reinstatement	256
	11.21	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	256


 




    	 	(iv)	 



     


    

 


SCHEDULES


 


	A	—	Commitments and Addresses
	1.1(a)	—	Designated Foreign Currency Centers
	1.1(b)	—	Existing Investments
	1.1(c)	—	Existing Liens
	5.4	—	Consents Required
	5.6	—	Litigation
	5.8	—	Real Property
	5.9	—	Intellectual Property Claims
	5.15	—	Subsidiaries
	5.17	—	Environmental Matters
	5.20	—	Insurance
	7.2	—	Website Address for Electronic Financial Reporting
	7.13	—	Post-Closing Collateral Requirements
	8.1	—	Existing Indebtedness
	8.5	—	Affiliate Transactions


 


		EXHIBITS	



 


	A-1	—	Form of Term Loan Note
	A-2	—	Form of Revolving Credit Note
	A-3	—	Form of Swing Line Note
	B	—	Form of Guarantee and Collateral Agreement
	C	—	Form of Mortgage
	D	—	Form of U.S. Tax Compliance Certificate
	E	—	Form of Assignment and Acceptance
	F	—	Form of Secretary’s Certificate
	G	—	Form of Officer’s Certificate
	H	—	Form of Solvency Certificate
	I-1	—	Form of Increase Supplement
	I-2	—	Form of Lender Joinder Agreement
	J-1	—	Form of ABL/Cash Flow Intercreditor Agreement
	J-2	—	Form of Junior Lien Intercreditor Agreement
	K	—	Form of Affiliated Lender Assignment and Assumption
	L-1	—	Form of Borrowing Request
	L-2	—	Form of Letter of Credit Request
	M	—	Form of Swing Line Loan Participation Certificate
	N	—	Form of Acceptance and Prepayment Notice
	O	—	Form of Discount Range Prepayment Notice
	P	—	Form of Discount Range Prepayment Offer
	Q	—	Form of Solicited Discounted Prepayment Notice
	R	—	Form of Solicited Discounted Prepayment Offer
	S	—	Form of Specified Discount Prepayment Notice
	T	—	Form of Specified Discount Prepayment Response
	U	—	Form of Compliance Certificate


 




    	 	(v)	 



     


    

 


CASH FLOW CREDIT AGREEMENT,
dated as of April 12, 2018, among PISCES MIDCO, INC., a Delaware corporation (as
further defined in Subsection 1.1, the “Borrower”), the several banks and other financial institutions
from time to time party hereto (as further defined in Subsection 1.1, the “Lenders”) and JPMORGAN CHASE
BANK, N.A., as administrative agent (in such capacity and as further defined in Subsection 1.1, the “Administrative
Agent”) for the Lenders hereunder and as collateral agent (in such capacity and as further defined in Subsection 1.1,
the “Collateral Agent”) for the Secured Parties (as defined in Subsection 1.1).


 


WITNESSETH:


 


WHEREAS, to consummate
the transactions contemplated by the Pisces Acquisition Agreement and the Atlas Acquisition Agreement, the Borrower will (A) enter
into this Agreement to (x) borrow Initial Term Loans in an aggregate principal amount of $1,755,000,000 (unless reduced
in accordance with Subsection 6.1(b)) and (y) borrow Initial Revolving Loans from time to time prior to the
Initial Revolving Maturity Date in an aggregate principal amount of up to $115,000,000 on a Dollar Equivalent basis, (B) enter
into the Senior ABL Agreement to borrow additional amounts and to cause certain letters of credit to be issued and (C) issue
the Senior Notes, under the Senior Notes Indenture, generating aggregate gross proceeds of up to $645,000,000 (unless reduced in
accordance with Subsection 6.1(b)); and


 


WHEREAS, the cash proceeds
of the Equity Contribution, the Initial Term Loans, any Initial Revolving Loans made on the Closing Date, any ABL Facility Loans
made on the Closing Date and the issuance of the Senior Notes will be used on the Closing Date or the Business Day immediately
following the Closing Date, inter alia, to consummate the Transactions, and to pay fees, premiums and expenses incurred in connection
with the Transactions.


 


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


 


SECTION 1


 


Definitions


 


1.1           Defined
Terms. As used in this Agreement, the following terms shall have the following meanings:


 


“ABL Agent”:
UBS AG, Stamford Branch, in its capacity as administrative agent and collateral agent under the ABL Facility Documents, or any
successor administrative agent or collateral agent under the ABL Facility Documents.


 


“ABL Collateral
Obligations”: the “ABL Collateral Obligations” as defined in the ABL/Cash Flow Intercreditor Agreement or
the equivalent term in any Other Intercreditor Agreement.


 




    1


     


    

 


“ABL Facility
Documents”: the “Loan Documents” as defined in the Senior ABL Agreement, as the same may be amended, supplemented,
waived, otherwise modified, extended, renewed, refinanced or replaced from time to time.


 


“ABL Facility
Loans”: the loans borrowed under the Senior ABL Facility.


 


“ABL Priority
Collateral”: as defined in the ABL/Cash Flow Intercreditor Agreement whether or not the same remains in full force and
effect.


 


“ABL/Cash Flow
Intercreditor Agreement”: the Intercreditor Agreement, dated as of the Closing Date, between the Collateral Agent and
the ABL Agent (in its capacity as collateral agent under the ABL Facility Documents), and acknowledged by certain of the Loan Parties,
substantially in the form attached hereto as Exhibit J-1, as the same may be amended, supplemented, waived or otherwise
modified from time to time in accordance with the terms hereof and thereof.


 


“ABR Loans”:
Loans to which the rate of interest applicable is based upon the Alternate Base Rate.


 


“Accelerated”:
as defined in Subsection 9.1(e).


 


“Acceleration”:
as defined in Subsection 9.1(e).


 


“Acceptable
Discount”: as defined in Subsection 4.4(l)(iv)(2).


 


“Acceptable
Prepayment Amount”: as defined in Subsection 4.4(l)(iv)(3).


 


“Acceptance
and Prepayment Notice”: a written notice from the Borrower setting forth the Acceptable Discount pursuant to Subsection
4.4(l)(iv)(2) substantially in the form of Exhibit N.


 


“Acceptance
Date”: as defined in Subsection 4.4(l)(iv)(2).


 


“Acquired Indebtedness”:
Indebtedness of a Person (i) existing at the time such Person becomes a Subsidiary or (ii) assumed in connection
with the acquisition of assets from such Person, in each case other than Indebtedness Incurred in connection with, or in contemplation
of, such Person becoming a Subsidiary or such acquisition of assets. Acquired Indebtedness shall be deemed to be Incurred on the
date of the related acquisition of assets from any Person or the date the acquired Person becomes a Subsidiary.


 


“Acquisition
Indebtedness”: Indebtedness of (A) the Borrower or any Restricted Subsidiary Incurred to finance or refinance,
or otherwise Incurred in connection with, any acquisition of any assets (including Capital Stock), business or Person, or any merger
or consolidation of any Person with or into the Borrower or any Restricted Subsidiary, or (B) any Person that is acquired
by or merged or consolidated with or into the Borrower or any Restricted Subsidiary (including Indebtedness thereof Incurred in
connection with any such acquisition, merger or consolidation).


 




    2


     


    

 


“Additional
Agent”: as defined in the ABL/Cash Flow Intercreditor Agreement, a Junior Lien Intercreditor Agreement or any Other Intercreditor
Agreement, as applicable.


 


“Additional
Assets”: (i) any property or assets that replace the property or assets that are the subject of an Asset
Disposition; (ii) any property or assets (other than Indebtedness and Capital Stock) used or to be used by the Borrower
or a Restricted Subsidiary or otherwise useful in a Related Business, and any capital expenditures in respect of any property or
assets already so used; (iii) the Capital Stock of a Person that is engaged in a Related Business and becomes a Restricted
Subsidiary as a result of the acquisition of such Capital Stock by the Borrower or another Restricted Subsidiary; or (iv) Capital
Stock of any Person that at such time is a Restricted Subsidiary acquired from a third party.


 


“Additional
Incremental Lender”: as defined in Subsection 2.8(b).


 


“Additional
Indebtedness”: as defined in the ABL/Cash Flow Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any
Other Intercreditor Agreement, as applicable.


 


“Additional
Obligations”: senior or subordinated Indebtedness (which Indebtedness may be (x) secured by a Lien ranking
pari passu with the Lien securing the Cash Flow Facilities Obligations, (y) secured by a Lien ranking junior
to the Lien securing the Cash Flow Facilities Obligations or (z) unsecured), including customary bridge financings,
in each case issued or incurred by the Borrower, a Guarantor or an Escrow Subsidiary, the terms of which Indebtedness (i) do
not provide for a maturity date or weighted average life to maturity earlier than the Initial Term Loan Maturity Date or shorter
than the remaining weighted average life to maturity of the Initial Term Loans, as the case may be (other than an earlier maturity
date and/or shorter weighted average life to maturity (1) for customary bridge financings, which, subject to customary conditions
(as determined by the Borrower in good faith, which determination shall be conclusive), would either be automatically converted
into or required to be exchanged for permanent financing which does not provide for an earlier maturity date or a shorter weighted
average life to maturity than the Initial Term Loan Maturity Date or the remaining weighted average life to maturity of the Initial
Term Loans, as applicable or (2) pursuant to an escrow or similar arrangement with respect to the proceeds of such Additional
Obligation), (ii) to the extent such Indebtedness is subordinated, provide for customary payment subordination to the
Cash Flow Facilities Obligations under the Loan Documents as determined by the Borrower in good faith, which determination shall
be conclusive, and (iii) do not provide for any mandatory repayment or redemption from the Net Available Cash of Asset
Dispositions (other than any Asset Disposition in respect of any assets, business or Person the acquisition of which was financed,
all or in part, with such Additional Obligations and the disposition of which was contemplated by any definitive agreement in respect
of such acquisition) or Recovery Events or from Excess Cash Flow, to the extent the Net Available Cash of such Asset Disposition
or Recovery Event or such Excess Cash Flow are required to be applied to repay the Initial Term Loans hereunder pursuant to Subsection 4.4(e),
on more than a ratable basis with the Initial Term Loans (after giving effect to any amendment in accordance with Subsection
11.1(d)(vi)); provided that (a) other than with respect to proceeds of such Additional Obligations which
are subject to an escrow or similar arrangement and any related deposit of cash, Cash Equivalents or Temporary Cash Investments
to cover interest and premium in respect of such Additional Obligations, such Indebtedness shall not be secured by any Lien on
any asset of any Loan Party that does not also secure the Cash Flow Facilities Obligations, or be guaranteed by any Person other
than the Guarantors (it being understood that the primary obligation of an Escrow Subsidiary shall not constitute a guarantee by
a Person other than a Guarantor), and (b) if secured by Collateral, such Indebtedness (and all related Obligations)
shall be subject to the terms of the ABL/Cash Flow Intercreditor Agreement (if such Indebtedness and related Obligations constitute
First Lien Obligations), any Junior Lien Intercreditor Agreement (if such Indebtedness and related Obligations do not constitute
First Lien Obligations) or an Other Intercreditor Agreement (if otherwise agreed by the Administrative Agent and the Borrower).


 




    3


     


    

 


“Additional
Obligations Documents”: any document or instrument (including any guarantee, security agreement or mortgage and which
may include any or all of the Loan Documents) issued or executed and delivered by any Loan Party or Escrow Subsidiary with respect
to any Additional Obligations, Rollover Indebtedness or Letter of Credit Facilities.


 


“Additional
Specified Refinancing Lender”: as defined in Subsection 2.11(b).


 


“Adjusted Interest
Rate”: as defined in Subsection 2.8(d)(v).


 


“Adjusted LIBOR
Rate”: with respect to any Borrowing of Eurodollar Loans for any Interest Period, an interest rate per annum determined
by the Administrative Agent to be equal to the higher of (i) (x) the LIBOR Rate for such Borrowing of Eurodollar
Loans in effect for such Interest Period divided by (y) 1 minus the Statutory Reserves (if any) for such
Borrowing of Eurodollar Loans for such Interest Period and (ii) (x) solely with respect to Initial Term
Loans, 0.00% and (y) solely with respect to Initial Revolving Loans, 0.00%.


 


“Adjustment
Date”: each date on or after the last day of the Borrower’s first full Fiscal Quarter ended at least three months
after the Closing Date that is the second Business Day following receipt by the Lenders of both (a) the financial statements
required to be delivered pursuant to Subsection 7.1(a) or Subsection 7.1(b), as applicable, for the most recently
completed fiscal period and (b) the related Compliance Certificate required to be delivered pursuant to Subsection
7.2(a) with respect to such fiscal period.


 


“Administrative
Agent”: as defined in the Preamble hereto and shall include any successor to the Administrative Agent appointed pursuant
to Subsection 10.9.


 


“Affected BA
Rate”: as defined in Subsection 4.7.


 


“Affected Eurodollar
Rate”: as defined in Subsection 4.7.


 


“Affected Loans”:
as defined in Subsection 4.9.


 


“Affiliate”:
as to any specified Person, any other Person, directly or indirectly, controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition, “control” when used with respect to
any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing. For purposes of this Agreement and the other Loan Documents, Jefferies LLC and its
Affiliates shall be deemed to be Affiliates of Jefferies Finance LLC and its Affiliates.


 




    4


     


    

 


“Affiliate Transaction”:
as defined in Subsection 8.5(a).


 


“Affiliated
Debt Fund”: any Affiliated Lender that is primarily engaged in, or advises funds or other investment vehicles that are
engaged in, making, purchasing, holding or otherwise investing in commercial loans, notes, bonds and similar extensions of credit
or securities in the ordinary course, so long as (i) any such Affiliated Lender is managed as to day-to-day matters
(but excluding, for the avoidance of doubt, as to strategic direction and similar matters) independently from Sponsor or Golden
Gate, as applicable, and any Affiliate of Sponsor or Golden Gate, as applicable, that is not primarily engaged in the investing
activities described above, (ii) any such Affiliated Lender has in place customary information screens between it and
Sponsor or Golden Gate, as applicable, and any Affiliate of Sponsor or Golden Gate, as applicable, that is not primarily engaged
in the investing activities described above, and (iii) none of Holdings, the Borrower or any of its Subsidiaries directs
or causes the direction of the investment policies of such entity.


 


“Affiliated
Lender”: any Lender that is a Permitted Affiliated Assignee.


 


“Affiliated
Lender Assignment and Assumption”: as defined in Subsection 11.6(h)(i)(1).


 


“Agents”:
the collective reference to the Administrative Agent and the Collateral Agent and “Agent” shall mean any of
them.


 


“Aggregate Outstanding
Revolving Credit”: as to any Lender at any time, an amount equal to the sum of (a) the aggregate principal
amount of all Revolving Loans made by such Lender then outstanding (including, without limitation, in the case of Revolving Loans
then outstanding in any Designated Foreign Currency, the Dollar Equivalent of the aggregate principal amount thereof), (b) such
Lender’s Revolving Commitment Percentage of the L/C Obligations then outstanding and (c) such Lender’s
Revolving Commitment Percentage of the Swing Line Loans then outstanding.


 


“Agreement”:
this Credit Agreement, as amended, supplemented, waived or otherwise modified from time to time.


 


“Alternate Base
Rate”: for any day, a fluctuating rate per annum equal to the greatest of (a) the Base Rate in effect on
such day, (b) the NYFRB Rate in effect on such day plus 0.50%, and (c) the Adjusted LIBOR Rate for
an Interest Period of one-month beginning on such day (or if such day is not a Business Day, on the immediately preceding Business
Day) (determined as if the relevant ABR Loan were a Eurodollar Loan) plus 1.00%. If the Administrative Agent shall have
determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the NYFRB Rate or the
Adjusted LIBOR Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations
in accordance with the terms of the definition thereof, the Alternate Base Rate shall be determined without regard to clause (b)
or (c) above, as the case may be, of the preceding sentence until the circumstances giving rise to such inability no longer exist.
Any change in the Alternate Base Rate due to a change in the Base Rate, the NYFRB Rate or the Adjusted LIBOR Rate shall be effective
on the effective date of such change in the Base Rate, the NYFRB Rate or the Adjusted LIBOR Rate, respectively.


 




    5


     


    

 


“Amendment”:
as defined in Subsection 8.3(c).


 


“Applicable
Commitment Fee Percentage”: during the period from the Closing Date until the first Adjustment Date, the Applicable Commitment
Fee Percentage shall at all times equal 0.50% per annum. The Applicable Commitment Fee Percentage will be adjusted on each Adjustment
Date to the applicable rate per annum set forth under the heading “Applicable Commitment Fee Percentage” on the Pricing
Grid which corresponds to the Consolidated Secured Leverage Ratio determined from the financial statements and Compliance Certificate
relating to the end of the Fiscal Quarter immediately preceding such Adjustment Date; provided that, in the event that the
financial statements required to be delivered pursuant to Subsection 7.1(a) or Subsection 7.1(b), as applicable,
and the related Compliance Certificate required to be delivered pursuant to Subsection 7.2(a), are not delivered when
due, then:


 


(1)         if
such financial statements and Compliance Certificate are delivered after the date such financial statements and Compliance Certificate
were required to be delivered (without giving effect to any applicable cure period) and the Applicable Commitment Fee Percentage
increases from that previously in effect as a result of the delivery of such financial statements, then the Applicable Commitment
Fee Percentage during the period from the date upon which such financial statements were required to be delivered (without giving
effect to any applicable cure period) until the date upon which they actually are delivered shall, except as otherwise provided
in clause (3) below, be the Applicable Commitment Fee Percentage as so increased;


 


(2)         if
such financial statements and Compliance Certificate are delivered after the date such financial statements and Compliance Certificate
were required to be delivered and the Applicable Commitment Fee Percentage decreases from that previously in effect as a result
of the delivery of such financial statements, then such decrease in the Applicable Commitment Fee Percentage shall not become applicable
until the date upon which the financial statements and Compliance Certificate are delivered; and


 


(3)         if
such financial statements and Compliance Certificate are not delivered prior to the expiration of the applicable cure period, then,
effective upon such expiration, for the period from the date upon which such financial statements and Compliance Certificate were
required to be delivered (after the expiration of the applicable cure period) until two Business Days following the date upon which
they actually are delivered, the Applicable Commitment Fee Percentage shall be 0.50% per annum (it being understood that the foregoing
shall not limit the rights of the Administrative Agent and the Lenders set forth in Section 9).


 


“Applicable
Discount”: as defined in Subsection 4.4(l)(iii)(2).


 




    6


     


    

 


“Applicable
Margin”: in respect of (a) Initial Revolving Loans and Swing Line Loans during the period from the Closing
Date until the first Adjustment Date (i) with respect to ABR Loans and Canadian Prime Rate Loans, 2.00% per annum,
and (ii) with respect to Eurodollar Loans and BA Equivalent Loans, 3.00% per annum and (b) Initial Term
Loans (i) with respect to ABR Loans, 2.75% per annum, and (ii) with respect to Eurodollar Loans, 3.75%
per annum. The Applicable Margins with respect to Initial Revolving Loans and Swing Line Loans will be adjusted on each Adjustment
Date to the applicable rate per annum set forth under the heading “Applicable Margin for ABR Loans and Canadian Prime Rate
Loans” or “Applicable Margin for Eurodollar Loans and BA Equivalent Loans” on the Pricing Grid which corresponds
to the Consolidated Secured Leverage Ratio determined from the financial statements and Compliance Certificate relating to the
end of the Fiscal Quarter immediately preceding such Adjustment Date; provided that in the event that the financial statements
required to be delivered pursuant to Subsection 7.1(a) or 7.1(b), as applicable, and the related Compliance Certificate
required to be delivered pursuant to Subsection 7.2(a), are not delivered when due, then:


 


(1)         if
such financial statements and Compliance Certificate are delivered after the date such financial statements and Compliance Certificate
were required to be delivered (without giving effect to any applicable cure period) and the Applicable Margin increases from that
previously in effect as a result of the delivery of such financial statements, then the Applicable Margin in respect of Revolving
Loans, and Swing Line Loans during the period from the date upon which such financial statements were required to be delivered
(without giving effect to any applicable cure period) until the date upon which they actually are delivered shall, except as otherwise
provided in clause (3) below, be the Applicable Margin as so increased;


 


(2)         if
such financial statements and Compliance Certificate are delivered after the date such financial statements and Compliance Certificate
were required to be delivered and the Applicable Margin decreases from that previously in effect as a result of the delivery of
such financial statements, then such decrease in the Applicable Margin shall not become applicable until the date upon which the
financial statements and Compliance Certificate actually are delivered; and


 


(3)         if
such financial statements and Compliance Certificate are not delivered prior to the expiration of the applicable cure period, then,
effective upon such expiration, for the period from the date upon which such financial statements and Compliance Certificate were
required to be delivered (after the expiration of the applicable cure period) until two Business Days following the date upon which
they actually are delivered, the Applicable Margin with respect to Revolving Loans and Swing Line Loans shall be 2.00% per annum,
in the case of ABR Loans and Canadian Prime Rate Loans, and 3.00% per annum, in the case of Eurodollar Loans and BA Equivalent
Loans (it being understood that the foregoing shall not limit the rights of the Administrative Agent and the Lenders set forth
in Section 9).


 


“Approved Commercial
Bank”: a commercial bank with a consolidated combined capital and surplus of at least $5,000,000,000.


 




    7


     


    

 


“Approved Fund”:
as defined in Subsection 11.6(b).


 


“Asset Disposition”:
any sale, lease, transfer or other disposition of shares of Capital Stock of a Restricted Subsidiary (other than directors’
qualifying shares, or (in the case of a Foreign Subsidiary) to the extent required by any applicable Requirement of Law), property
or other assets (each referred to for the purposes of this definition as a “disposition”) by the Borrower or
any of its Restricted Subsidiaries (including any disposition by means of a merger, consolidation or similar transaction) other
than (i) a disposition to the Borrower or a Restricted Subsidiary, (ii) a disposition in the ordinary course
of business (including in connection with any factoring agreement or similar arrangements), (iii) a disposition of
Cash Equivalents, Investment Grade Securities or Temporary Cash Investments, (iv) the sale or discount (with or without
recourse, and on customary or commercially reasonable terms, as determined by the Borrower in good faith, which determination shall
be conclusive) of accounts receivable or notes receivable which have arisen in the ordinary course of business, or the conversion
or exchange of accounts receivable for notes receivable, (v) any Restricted Payment Transaction, (vi) a
disposition that is governed by Subsection 8.7, (vii) any Financing Disposition, (viii) any “fee
in lieu” or other disposition of assets to any Governmental Authority that continue in use by the Borrower or any Restricted
Subsidiary, so long as the Borrower or any Restricted Subsidiary may obtain title to such assets upon reasonable notice by paying
a nominal fee, (ix) any exchange of property pursuant to or intended to qualify under Section 1031 (or any successor
section) of the Code, or any exchange of equipment to be leased, rented or otherwise used in a Related Business, (x) any
financing transaction with respect to property built or acquired by the Borrower or any Restricted Subsidiary after the Closing
Date, including any sale/leaseback transaction or asset securitization, (xi) any disposition arising from foreclosure,
condemnation, eminent domain or similar action with respect to any property or other assets, or exercise of termination rights
under any lease, license, concession or other agreement, or necessary or advisable (as determined by the Borrower in good faith,
which determination shall be conclusive) in order to consummate any acquisition of any Person, business or assets, or pursuant
to buy/sell arrangements under any joint venture or similar agreement or arrangement, (xii) except for purposes of calculating
Net Available Cash for any such disposition for purposes of Subsection 8.4(b), any disposition of non-core assets acquired
in connection with any acquisition of any Person, business or assets or any Investment, (xiii) any disposition of Capital
Stock, Indebtedness or other securities of an Unrestricted Subsidiary, (xiv) a disposition of Capital Stock of a Restricted
Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Borrower or a Restricted Subsidiary)
from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having
been newly formed in connection with such acquisition), entered into in connection with such acquisition, (xv) a disposition
of not more than 5.0% of the outstanding Capital Stock of a Foreign Subsidiary that has been approved by the Board of Directors,
(xvi) any disposition or series of related dispositions for aggregate consideration not to exceed the greater of $50,000,000
and 13.50% of Four Quarter Consolidated EBITDA (as of the date on which a binding commitment for such disposition was entered into),
(xvii) the abandonment or other disposition of patents, trademarks or other intellectual property that are, in the
good faith determination of the Borrower, which determination shall be conclusive, no longer economically practicable to maintain
or useful in the conduct of the business of the Borrower and its Subsidiaries taken as a whole, (xviii) any license,
sublicense or other grant of rights in or to any trademark, copyright, patent or other intellectual property, (xix) any
Exempt Sale and Leaseback Transaction, (xx) the creation or granting of any Lien permitted under this Agreement, (xxi) any
sale of property or assets, if the acquisition of such property or assets was financed with Excluded Contributions or (xxii)
any exchange of assets (including a combination of assets and Cash Equivalents, Investment Grade Securities and Temporary Cash
Investments) for assets used or useful in a Related Business (other than if such assets are solely cash, Cash Equivalents, Investment
Grade Securities and/or Temporary Cash Investments) (or Capital Stock of a Person that will be a Restricted Subsidiary following
such transaction) of comparable or greater fair market value (as determined by the Borrower in good faith, which determination
shall be conclusive).


 




    8


     


    

 


“Assignee”:
as defined in Subsection 11.6(b)(i).


 


“Assignment
and Acceptance”: an Assignment and Acceptance, substantially in the form of Exhibit E hereto.


 


“Atlas Acquisition”:
collectively, (1) the Atlas Canadian Purchase and (2) the Atlas Merger.


 


“Atlas Acquisition
Agreement”: the Agreement and Plan of Merger, dated as of January 31, 2018, by and among Topco, Atlas Merger Sub, Atrium
Corporation and, solely with respect to Section 2.7(c) thereof and in its capacity as representative of the Equityholders (as defined
in the Atlas Acquisition Agreement) pursuant to Section 8.10 thereof, Atrium Intermediate Holdings, as the same may be amended,
supplemented, waived or otherwise modified from time to time in accordance with this Agreement.


 


“Atlas Canadian
Purchase”: the purchase on the Closing Date by (at the Borrower’s option) the Borrower or one or more existing
or newly formed Subsidiaries of the Borrower, in accordance with the Atlas Acquisition Agreement, from Atrium W&D of all of
the outstanding equity interests of (1) North Star Manufacturing (London) Ltd., an Ontario corporation, and any successor
in interest thereto, and (2) Brock Doors & Windows Ltd., an Ontario corporation, and any successor in interest thereto.


 


“Atlas Contribution”:
collectively, (1) the contribution of the equity interests in Atrium Corporation from Topco to Holdings following the Atlas
Merger and (2) the contribution of the equity interests in Atrium Corporation from Holdings to the Borrower following the
contribution described in the preceding clause (1) of this definition.


 


“Atlas Merger”:
on the Business Day immediately following the Closing Date, in accordance with the Atlas Acquisition Agreement, the merger of Atlas
Merger Sub with and into Atrium Corporation, with Atrium Corporation being the survivor of such merger.


 


“Atlas Merger
Sub”: CD&R Atlas Merger Sub, Inc., a Delaware corporation, and any successor in interest thereto.


 


“Atlas Sellers”:
collectively, Atrium Corporation’s direct and indirect equity holders.


 


“Atrium Business”:
Atrium Corporation and each of its Subsidiaries.


 




    9


     


    

 


“Atrium Corporation”:
Atrium Corporation, a Delaware corporation, and any successor in interest thereto.


 


“Atrium Intermediate
Holdings”: Atrium Intermediate Holdings, LLC, a Delaware limited liability company, and any successor in interest thereto.


 


“Atrium W&D”:
Atrium Windows and Doors, Inc., a Delaware corporation, and any successor in interest thereto.


 


“Auto-Extension
Letter of Credit”: as defined in Subsection 2.6(j).


 


“Available Revolving
Commitment”: as to any Lender at any time, an amount equal to the excess, if any, of (a) the aggregate amount
of such Lender’s Revolving Commitments at such time over (b) the sum of (i) the aggregate unpaid
principal amount at such time of all Revolving Loans made by such Lender (including, without limitation, in the case of Revolving
Loans made by such Lender in any Designated Foreign Currency, the Dollar Equivalent of the aggregate unpaid principal amount thereof),
(ii) an amount equal to such Lender’s Revolving Commitment Percentage of the aggregate unpaid principal amount
at such time of all Swing Line Loans; provided that for purposes of calculating Available Revolving Commitments pursuant
to Subsection 4.5(c) such amount in this clause (b)(ii) shall be zero, and (iii) an amount equal to such
Lender’s Revolving Commitment Percentage of the outstanding L/C Obligations at such time; collectively, as to all the Lenders,
the “Available Revolving Commitments.”


 


“BA Equivalent
Loan”: any Loan in Canadian Dollars bearing interest at a rate determined by reference to the BA Rate in accordance with
the provisions of Section 2.


 


“BA Rate”:
on any day, (x) for any Lender that is a Schedule I Lender, the annual rate of interest which is the arithmetic average
of the rates for the relevant Interest Period applicable to bankers’ acceptances issued by Schedule I banks identified as
such on the Reuters Screen CDOR Page at approximately 11:00 A.M. (Toronto time) on such day and (y) for any Lender that
is not a Schedule I Lender, the sum of (I) the BA Rate for Lenders that are Schedule I banks determined in accordance with
clause (x) above and (II) ten (10) basis points per annum. If such average rate does not appear on the Reuters Screen CDOR
Page as contemplated above, then the BA Rate for such Interest Period on any day shall instead be calculated based on the arithmetic
average of the discount rates applicable to bankers’ acceptances for such Interest Period of, and as quoted by, any two of
the Schedule I Lenders, chosen by the Administrative Agent, as of 11:00 A.M. (Toronto time) on such day, or if such day is not
a Business Day, then on the immediately preceding Business Day. If only one Schedule I Lender quotes the aforementioned rate on
such day, then the BA Rate for such Interest Period on any day shall instead be calculated based on the rate for such Interest
Period quoted by such Schedule I bank. If no Schedule I Lender quotes the aforementioned rate on such day, then the BA Rate for
such Interest Period on any day shall instead be calculated based on the rate for such Interest Period chosen by the Administrative
Agent. Notwithstanding the foregoing, if the BA Rate shall be less than zero, it shall be deemed zero for purposes of this Agreement.


 




    10


     


    

 


“Bail-In Action”:
the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of
an EEA Financial Institution.


 


“Bail-In Legislation”:
with respect to any EEA Member Country implementing Article 55 of the Bank Recovery and Resolution Directive, the implementing
law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.


 


“Bank Products
Agreement”: any agreement pursuant to which a bank or other financial institution or other Person agrees to provide (a) treasury
services, (b) credit card, debit card, merchant card, purchasing card, stored value card, non-card electronic payable
or other similar services (including the processing of payments and other administrative services with respect thereto), (c) cash
management or related services (including controlled disbursements, automated clearinghouse transactions, return items, netting,
overdrafts, depository, lockbox, stop payment, electronic funds transfer, information reporting, wire transfer and interstate depository
network services) and (d) other banking, financial or treasury products or services as may be requested by the Borrower
or any Restricted Subsidiary (other than letters of credit and other than loans and advances except indebtedness arising from services
described in clauses (a) through (c) of this definition), including, for the avoidance of doubt, bank guarantees.


 


“Bank Products
Obligations”: of any Person means the obligations of such Person pursuant to any Bank Products Agreement.


 


“Bank Recovery
and Resolution Directive”: Directive 2014/59/EU of the European Parliament and of the Council of the European Union.


 


“Bankruptcy
Proceeding”: as defined in Subsection 11.6(h)(iv).


 


“Base Rate”:
for any day, a rate per annum that is equal to the corporate base rate of interest established by the Administrative Agent as its
“prime rate” in effect at its principal office in New York City on such day;
each change in the Base Rate shall be effective on the date such change is effective. The corporate base rate is not necessarily
the lowest rate charged by the Administrative Agent to its customers.


 


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


 


“Benefited Lender”:
as defined in Subsection 11.7(a).


 


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


 


“Board of Directors”:
for any Person, the board of directors or other governing body of such Person or, if such Person does not have such a board of
directors or other governing body and is owned or managed by a single entity, the board of directors or other governing body of
such entity, or, in either case, any committee thereof duly authorized to act on behalf of such board of directors or other governing
body. Unless otherwise provided, “Board of Directors” means the Board of Directors of the Borrower.


 




    11


     


    

 


“Borrower”:
as defined in the Preamble hereto, and any successor in interest thereto permitted hereunder.


 


“Borrower Offer
of Specified Discount Prepayment”: the offer by the Borrower to make a voluntary prepayment of Term Loans at a specified
discount to par pursuant to Subsection 4.4(l)(ii).


 


“Borrower Solicitation
of Discount Range Prepayment Offers”: the solicitation by the Borrower of offers for, and the corresponding acceptance,
if any, by a Lender of, a voluntary prepayment of Term Loans at a specified range at a discount to par pursuant to Subsection 4.4(l)(iii).


 


“Borrower Solicitation
of Discounted Prepayment Offers”: the solicitation by the Borrower of offers for, and the subsequent acceptance, if any,
by a Lender of, a voluntary prepayment of Term Loans at a discount to par pursuant to Subsection 4.4(l)(iv).


 


“Borrowing”:
the borrowing of one Type of Loan of a single Tranche and currency from all the Lenders having Commitments or other commitments
of the respective Tranche on a given date (or resulting from a conversion or conversions on such date) having, in the case of Eurodollar
Loans and BA Equivalent Loans, the same Interest Period.


 


“Borrowing Base”:
the sum of (1) 90.0% of the book value of Inventory of the Borrower and its Restricted Subsidiaries, (2) 90.0%
of the book value of Receivables of the Borrower and its Restricted Subsidiaries and (3) cash, Cash Equivalents and
Temporary Cash Investments of the Borrower and its Restricted Subsidiaries (in each case, determined as of the end of the most
recently ended Fiscal Month of the Borrower for which internal consolidated financial statements of the Borrower are available,
and, in the case of any determination relating to any Incurrence of Indebtedness, on a pro forma basis including (x) any
property or assets of a type described above acquired since the end of such Fiscal Month and (y) any property or assets
of a type described above being acquired in connection therewith).


 


“Borrowing Date”:
any Business Day specified in a notice delivered pursuant to either Subsection 2.3 or Subsection 2.4, as
applicable, as a date on which the Borrower requests the Lenders to make Loans hereunder.


 


“Borrowing Request”:
as defined in Subsection 2.4(a).


 


“Business Day”:
a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by
law to close, except that (a) when used in connection with a Eurodollar Loan denominated in Dollars, “Business
Day” shall mean any Business Day on which dealings in Dollars between banks may be carried on in London, England and New
York, New York, (b) when used in connection with a BA Equivalent Loan or Canadian Prime Rate Loan, “Business Day”
shall mean any Business Day on which dealings in Dollars between banks may be carried on in Toronto, Canada and (c) when
used in connection with a Eurodollar Loan denominated in any Designated Foreign Currency, “Business Day” shall mean
any day on which dealings in such Designated Foreign Currency between banks may be carried on in London, England, New York, New
York and the principal financial center of such Designated Foreign Currency as set forth on Schedule 1.1(a); provided,
however, that, with respect to notices and determinations in connection with, and payments of principal and interest on,
Loans denominated in Euro, such day is also a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer
System (TARGET) (or, if such clearing system ceases to be operative, such other clearing system (if any) determined by the Administrative
Agent to be a suitable replacement) is open for settlement of payment in Euro.


 




    12


     


    

 


“Canadian Dollars”
and “C$”: the lawful currency of Canada.


 


“Canadian Prime
Rate”: the greater of (a) a rate per annum that is equal to the corporate base rate of interest established from
time to time by Royal Bank of Canada or such other Schedule I Lender selected by the Administrative Agent from time to time as
its “prime” reference rate then in effect on such day for Canadian Dollar-denominated commercial loans made by it in
Canada, and (b) the annual rate of interest equal to the sum of (i) the one month BA Rate in effect on such day,
plus (ii) 0.75%.


 


“Canadian Prime
Rate Loans”: Loans to which the rate of interest applicable is based upon the Canadian Prime Rate.


 


“Canadian Subsidiary”:
any Restricted Subsidiary of the Borrower that is incorporated or organized under the laws of Canada or any province or territory
thereof.


 


“Capital Expenditures”:
for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including in all events all
amounts expended or capitalized under leases evidencing Financing Lease Obligations) by the Borrower and the Restricted Subsidiaries
during such period that, in conformity with GAAP, are or are required to be included as capital expenditures on a consolidated
statement of cash flows of the Borrower.


 


“Capital Stock”:
as to any Person, any and all shares or units of, rights to purchase, warrants or options for, or other equivalents of or interests
in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into
such equity.


 


“Captive Insurance
Subsidiary”: any Subsidiary of the Borrower that is subject to regulation as an insurance company (or any Subsidiary
thereof).


 


“Cash Capped
Incremental Facility”: as defined in the definition of “Maximum Incremental Facilities Amount”.


 




    13


     


    

 


“Cash Equivalents”:
any of the following: (a) money, (b) securities issued or fully guaranteed or insured by the United States
of America, Canada, the United Kingdom, Switzerland or a member state of the European Union or any agency or instrumentality of
any thereof, (c) time deposits, certificates of deposit or bankers’ acceptances of (i) any bank or
other institutional lender under this Agreement or the Senior ABL Facility or any affiliate thereof or (ii) any commercial
bank having capital and surplus in excess of $250,000,000 (or the foreign currency equivalent thereof as of the date of such investment)
and the commercial paper of the holding company of which is rated at least A-2 or the equivalent thereof by S&P or at least
P-2 or the equivalent thereof by Moody’s (or, if at such time neither is issuing ratings, a comparable rating of another
nationally recognized rating agency), (d) repurchase obligations with a term of not more than ten days for underlying
securities of the types described in clauses (b) and (c) above entered into with any financial institution meeting the qualifications
specified in clause (c)(i) or (c)(ii) above, (e) money market instruments, commercial paper or other short-term obligations
rated at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody’s (or, if at such
time neither is issuing ratings, a comparable rating of another nationally recognized rating agency), (f) investments
in money market funds subject to the risk limiting conditions of Rule 2a-7 or any successor rule of the SEC under the Investment
Company Act of 1940, as amended, (g) investment funds investing at least 90.0% of their assets in cash equivalents
of the types described in clauses (a) through (f) above (which funds may also hold cash pending investment and/or distribution),
(h) investments similar to any of the foregoing denominated in foreign currencies approved by the Board of Directors
and (i) solely with respect to any Captive Insurance Subsidiary, any investment that any such Person is permitted to
make in accordance with applicable law.


 


“Cash Flow Facilities
Obligations”: obligations of the Borrower and the other Loan Parties from time to time arising under or in respect of
the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing
during (or that would accrue but for) the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless
of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one
or more dates set for prepayment or otherwise and (ii) all other monetary obligations, including fees, costs, expenses
and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during
the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable
in such proceeding), of the Borrower and the other Loan Parties under this Agreement and the other Loan Documents.


 


“Cash Flow Priority
Collateral”: as defined in the ABL/Cash Flow Intercreditor Agreement, whether or not the same remains in full force and
effect.


 


“CD&R”:
Clayton, Dubilier & Rice, LLC, a Delaware limited liability company, and any successor in interest thereto, and any successor
to its investment management business.


 


“CD&R Expense
Reimbursement Agreement”: the Expense Reimbursement Agreement, dated as of the Closing Date, by and among Topco, Atrium
W&D, Ply Gem Industries and CD&R, pursuant to which CD&R shall be entitled to expense reimbursement from Topco, Atrium
W&D and Ply Gem Industries for certain consulting services, as the same may be amended, supplemented, waived or otherwise modified
from time to time so long as such amendment, supplement, waiver or modification complies with this Agreement (including Subsection
8.5 (for the avoidance of doubt, other than by reason of Subsection 8.5(b)(vii))).


 


“CD&R Fund
X”: Clayton, Dubilier & Rice Fund X, L.P., a Cayman Islands exempted limited partnership, and any successor in interest
thereto.


 




    14


     


    

 


“CD&R Indemnification
Agreement”: the Indemnification Agreement, dated as of the Closing Date, by and among Topco, Atrium W&D, Ply Gem
Industries, certain CD&R Investors and CD&R and the other parties thereto, as the same may be amended, supplemented, waived
or otherwise modified from time to time.


 


“CD&R Investors”:
collectively, (i) CD&R Fund X, (ii) Clayton, Dubilier & Rice Fund X-A, L.P., a Cayman Islands exempted
limited partnership, and any successor in interest thereto, (iii) CD&R Advisor Fund X, L.P., a Cayman Islands exempted
limited partnership, and any successor in interest thereto, (iv) CD&R Associates X, L.P., a Cayman Islands exempted
limited partnership, and any successor in interest thereto, (v) CD&R Investment Associates X, Ltd., a Cayman Islands
exempted company, and any successor in interest thereto, (vi) CD&R Pisces Holdings, L.P., a Cayman Islands exempted
limited partnership, and any successor in interest thereto and (vii) any Affiliate of any CD&R Investor identified
in clauses (i) through (vi) of this definition.


 


“Change in Law”:
as defined in Subsection 4.11(a).


 


“Change of Control”:
(i) (x) the Permitted Holders shall in the aggregate be the “beneficial owner” (as defined
in Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date) of (A) so long as the Borrower is
a Subsidiary of any Parent Entity, shares or units of Voting Stock having less than 35.0% of the total voting power of all outstanding
shares of such Parent Entity (other than a Parent Entity that is a Subsidiary of another Parent Entity) and (B) if
the Borrower is not a Subsidiary of any Parent Entity, shares or units of Voting Stock having less than 35.0% of the total voting
power of all outstanding shares of the Borrower and (y) any “person” or “group” (as such terms
are used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Closing Date), other than one or more Permitted Holders,
shall be the “beneficial owner” of (A) so long as the Borrower is a Subsidiary of any Parent Entity, shares
or units of Voting Stock having more than 35.0% of the total voting power of all outstanding shares of such Parent Entity (other
than a Parent Entity that is a Subsidiary of another Parent Entity) and (B) if the Borrower is not a Subsidiary of
any Parent Entity, shares or units of Voting Stock having more than 35.0% of the total voting power of all outstanding shares of
the Borrower; (ii) so long as the Capital Stock of the Borrower is not listed on a nationally recognized stock exchange
in the U.S. (whether through a Qualified IPO or otherwise), Holdings (and any Successor Holding Company pursuant to and as defined
in Subsection 9.16(e) of the Guarantee and Collateral Agreement) shall (collectively) cease to own, directly or indirectly,
100.0% of the Capital Stock of the Borrower (or any Successor Borrower); (iii) a “Change of Control” as
defined in the Senior ABL Facility relating to Indebtedness and any unused commitments thereunder in an aggregate principal amount
equal to or greater than $75,000,000); or (iv) a “Change of Control” as defined in the Senior Notes Indenture
(or any indenture or other agreement governing Refinancing Indebtedness in respect of the Senior Notes, and in each case relating
to Indebtedness in an aggregate principal amount equal to or greater than $75,000,000). Notwithstanding anything to the contrary
in the foregoing, the Transactions shall not constitute or give rise to a Change of Control.


 


“Change of Control
Offer”: as defined in Subsection 8.8(a).


 


“Claim”:
as defined in Subsection 11.6(h)(iv).


 




    15


     


    

 


“Closing Date”:
the date on which all the conditions precedent set forth in Subsection 6.1 shall be satisfied or waived.


 


“Closing Date
Material Adverse Effect”: a “Company Material Adverse Effect” (as defined in the Pisces Acquisition Agreement).


 


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


 


“Collateral”:
all assets of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.


 


“Collateral
Agent”: as defined in the Preamble hereto and shall include any successor to the Collateral Agent appointed pursuant
to Subsection 10.9.


 


“Collateral Representative”:
(i) if the ABL/Cash Flow Intercreditor Agreement is then in effect, the ABL Collateral Representative (as defined therein,
with respect to ABL Priority Collateral) and the Cash Flow Collateral Representative (as defined therein, with respect to Cash
Flow Priority Collateral), (ii) if any Junior Lien Intercreditor Agreement is then in effect, the Senior Priority Representative
(as defined therein) and (iii) if any Other Intercreditor Agreement is then in effect, the Person acting as representative
for the Collateral Agent and the Secured Parties thereunder for the applicable purpose contemplated by this Agreement and the Guarantee
and Collateral Agreement.


 


“Collection
Amounts”: as defined in Section 10.14.


 


“Commercial
Letter of Credit”: as defined in Subsection 2.6(a)(i)(y)(i)(B).


 


“Commitment”:
as to any Lender, such Lender’s Initial Term Loan Commitments, Incremental Commitments, Initial Revolving Commitments, Extended
Revolving Commitments and Specified Refinancing Revolving Commitment, as the context requires.


 


“Committed Lenders”:
JPMorgan Chase Bank, N.A., Deutsche Bank AG New York Branch, UBS AG, Stamford Branch, Barclays Bank PLC, Goldman Sachs Bank USA,
Bank of America, N.A., Royal Bank of Canada, Jefferies Finance LLC, MUFG Union Bank, N.A., Natixis, New York Branch, Société
Générale and Crédit Agricole Corporate and Investment Bank.


 


“Commodities
Agreement”: in respect of a Person, any commodity futures contract, forward contract, option or similar agreement or
arrangement (including derivative agreements or arrangements), as to which such Person is a party or beneficiary.


 


“Commonly Controlled
Entity”: an entity, whether or not incorporated, which is under common control with the Borrower within the meaning of
Section 4001 of ERISA or is part of a group which includes the Borrower and which is treated as a single employer under Section
414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer
under Sections 414(m) and (o) of the Code.


 


“Compliance
Certificate”: as defined in Subsection 7.2(a).


 




    16


     


    

 


“Conduit Lender”:
any special purpose corporation organized and administered by any Lender for the purpose of making Loans otherwise required to
be made by such Lender and designated by such Lender in a written instrument delivered to the Administrative Agent (a copy of which
shall be provided by the Administrative Agent to the Borrower on request); provided that the designation by any Lender of
a Conduit Lender shall not relieve the designating Lender of any of its obligations under this Agreement, including its obligation
to fund a Loan if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit
Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement
with respect to its Conduit Lender, and provided, further, that no Conduit Lender shall (a) be entitled
to receive any greater amount pursuant to any provision of this Agreement, including Subsection 4.10, 4.11, 4.12
or 11.5, than the designating Lender would have been entitled to receive in respect of the extensions of credit made by
such Conduit Lender if such designating Lender had not designated such Conduit Lender hereunder, (b) be deemed to have
any Commitment or (c) be designated if such designation would otherwise increase the costs of any Facility or Tranche
to the Borrower.


 


“Confidential
Information Memorandum”: that certain Confidential Information Memorandum furnished to the Lenders on or about March
16, 2018.


 


“Consolidated
Coverage Ratio”: as of any date of determination, the ratio of (i) the aggregate amount of Consolidated EBITDA
for the period of the most recent four consecutive Fiscal Quarters of the Borrower ending prior to the date of such determination
for which consolidated financial statements of the Borrower are available to (ii) Consolidated Interest Expense for
such four Fiscal Quarters (in each of the foregoing clauses (i) and (ii), determined for any fiscal quarter (or portion thereof)
ending prior to the Closing Date, on a pro forma basis to give effect to the Transactions as if they had occurred at the beginning
of such four-quarter period); provided that


 


(1)         if,
since the beginning of such period, the Borrower or any Restricted Subsidiary has Incurred any Indebtedness or the Borrower has
issued any Designated Preferred Stock that remains outstanding on such date of determination or if the transaction giving rise
to the need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness by the Borrower or any Restricted Subsidiary
or an issuance of Designated Preferred Stock of the Borrower, Consolidated EBITDA and Consolidated Interest Expense for such period
shall be calculated after giving effect on a pro forma basis to such Indebtedness or Designated Preferred Stock as if such Indebtedness
or Designated Preferred Stock had been Incurred or issued, as applicable, on the first day of such period (except that in making
such computation, the amount of Indebtedness under any revolving credit facility outstanding on the date of such calculation shall
be computed based on (A) the average daily balance of such Indebtedness during such four fiscal quarters or such shorter
period for which such facility was outstanding or (B) if such facility was created after the end of such four fiscal
quarters, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date
of such calculation; provided that, in the case of both of clauses (A) and (B), the
Initial Revolving Commitments and the Senior ABL Facility as of the Closing Date shall be treated as if they were in place for
any fiscal quarter (or portion thereof) ending prior to the Closing Date, and the daily balance of Indebtedness thereunder for
any date prior to the Closing Date shall be deemed to be $0),


 




    17


     


    

 


(2)         if,
since the beginning of such period, the Borrower or any Restricted Subsidiary has repaid, repurchased, redeemed, defeased or otherwise
acquired, retired or discharged any Indebtedness or any Designated Preferred Stock of the Borrower, that is no longer outstanding
on such date of determination (each, a “Discharge”) or if the transaction giving rise to the need to calculate
the Consolidated Coverage Ratio involves a Discharge of Indebtedness (in each case other than Indebtedness Incurred under any revolving
credit facility unless such Indebtedness has been repaid with an equivalent permanent reduction in commitments thereunder) or a
Discharge of Designated Preferred Stock of the Borrower, Consolidated EBITDA and Consolidated Interest Expense for such period
shall be calculated after giving effect on a pro forma basis to such Discharge of Indebtedness or Designated Preferred Stock, including
with the proceeds of such new Indebtedness or such new Designated Preferred Stock of the Borrower, as if such Discharge had occurred
on the first day of such period,


 


(3)         if,
since the beginning of such period, the Borrower or any Restricted Subsidiary shall have disposed of any company, any business
or any group of assets constituting an operating unit of a business, including any such disposition occurring in connection with
a transaction causing a calculation to be made hereunder, or designated any Restricted Subsidiary as an Unrestricted Subsidiary
(any such disposition or designation, a “Sale”), the Consolidated EBITDA for such period shall be reduced by
an amount equal to the Consolidated EBITDA (if positive) attributable to the company, business, group of assets or Subsidiary that
are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable
thereto for such period and Consolidated Interest Expense for such period shall be reduced by an amount equal to (A) the
Consolidated Interest Expense attributable to any Indebtedness of the Borrower or any Restricted Subsidiary repaid, repurchased,
redeemed, defeased or otherwise acquired, retired or discharged with respect to the Borrower and its continuing Restricted Subsidiaries
in connection with such Sale for such period (including but not limited to through the assumption of such Indebtedness by another
Person) plus (B) if the Capital Stock of any Restricted Subsidiary is disposed of in such Sale or any Restricted
Subsidiary is designated as an Unrestricted Subsidiary, the Consolidated Interest Expense for such period attributable to the Indebtedness
of such Restricted Subsidiary to the extent the Borrower and its continuing Restricted Subsidiaries are no longer liable for such
Indebtedness after such Sale,


 


(4)         if,
since the beginning of such period, the Borrower or any Restricted Subsidiary (by merger, consolidation or otherwise) shall have
made an Investment in any Person that thereby becomes a Restricted Subsidiary, or otherwise acquired any company, any business
or any group of assets constituting an operating unit of a business, including any such Investment or acquisition occurring in
connection with a transaction causing a calculation to be made hereunder, or designated any Unrestricted Subsidiary as a Restricted
Subsidiary (any such Investment, acquisition or designation, a “Purchase”), Consolidated EBITDA and Consolidated
Interest Expense for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any related
Indebtedness) as if such Purchase occurred on the first day of such period, and


 




    18


     


    

 


(5)         if,
since the beginning of such period, any Person became a Restricted Subsidiary or was merged or consolidated with or into the Borrower
or any Restricted Subsidiary, and since the beginning of such period such Person shall have Discharged any Indebtedness or made
any Sale or Purchase that would have required an adjustment pursuant to clause (2), (3) or (4) above if made by the Borrower or
a Restricted Subsidiary since the beginning of such period, Consolidated EBITDA and Consolidated Interest Expense for such period
shall be calculated after giving pro forma effect thereto as if such Discharge, Sale or Purchase occurred on the first day of such
period;


 


provided that (in the event that
the Borrower shall classify Indebtedness Incurred on the date of determination as Incurred in part under Subsection 8.1(a)
and in part under Subsection 8.1(b), as provided in Subsection 8.1(c)(iii)) any such pro forma calculation of
Consolidated Interest Expense shall not give effect to any such Incurrence of Indebtedness on the date of determination pursuant
to Subsection 8.1(b) (other than, if the Borrower at its option has elected to disregard Indebtedness being Incurred on
the date of determination in part under Subsection 8.1(a) for purposes of calculating the Consolidated Total Leverage Ratio
for Incurring Indebtedness on the date of determination in part under Subsection 8.1(b)(x), Subsection 8.1(b)(x))
or to any Discharge of Indebtedness from the proceeds of any such Incurrence pursuant to such Subsection 8.1(b) (other than
Subsection 8.1(b)(x), if the Incurrence of Indebtedness under Subsection 8.1(b)(x) is being given effect to in the
calculation of the Consolidated Coverage Ratio).


 


For purposes of this
definition, whenever pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income or earnings
relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred, Designated Preferred
Stock issued or Indebtedness or Designated Preferred Stock Discharged in connection therewith, the pro forma calculations in respect
thereof (including in respect of anticipated cost savings or synergies relating to any such Sale, Purchase or other transaction)
shall be as determined in good faith by the Chief Financial Officer or a Responsible Officer of the Borrower, which determination
shall be conclusive; provided that with respect to cost savings or synergies relating to any Sale, Purchase or other transaction,
the related actions are expected by the Borrower to be taken no later than 18 months after the date of determination. If any Indebtedness
bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated
as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any
Interest Rate Agreement applicable to such Indebtedness). If any Indebtedness bears, at the option of the Borrower or a Restricted
Subsidiary, a rate of interest based on a prime or similar rate, a eurocurrency interbank offered rate or other fixed or floating
rate, and such Indebtedness is being given pro forma effect, the interest expense on such Indebtedness shall be calculated by applying
such optional rate as the Borrower or such Restricted Subsidiary may designate. If any Indebtedness that is being given pro forma
effect was Incurred under a revolving credit facility, the interest expense on such Indebtedness shall be computed based upon the
average daily balance of such Indebtedness during the applicable period; provided that, in the case of the Initial Revolving
Commitments and the Senior ABL Facility as of the Closing Date, each such facility shall be treated as if it were in place for
any fiscal quarter (or portion thereof) ending prior to the Closing Date, and the daily balance of Indebtedness thereunder for
any date prior to the Closing Date shall be deemed to be $0. Interest on a Financing Lease Obligation shall be deemed to accrue
at an interest rate determined in good faith by a responsible financial or accounting officer of the Borrower (which determination
shall be conclusive) to be the rate of interest implicit in such Financing Lease Obligation in accordance with GAAP.


 




    19


     


    

 


“Consolidated
EBITDA”: for any period, the Consolidated Net Income for such period, plus (w) the following to the
extent deducted in calculating such Consolidated Net Income, without duplication: (i) the provision for all taxes (whether
or not paid, estimated or accrued) based on income, profits or capital (including penalties and interest, if any), (ii) Consolidated
Interest Expense, all items excluded from the definition of Consolidated Interest Expense pursuant to clause (iii) thereof (other
than Special Purpose Financing Expense), any Special Purpose Financing Fees, and to the extent not reflected in Consolidated Interest
Expense, costs of surety bonds in connection with financing activities, (iii) depreciation, (iv) amortization
(including but not limited to amortization of goodwill and intangibles and amortization and write-off of financing costs), (v) any
non-cash charges or non-cash losses, (vi) any expenses or charges related to any equity offering, Investment or Indebtedness
permitted by this Agreement (whether or not consummated or Incurred, and including any offering or sale of Capital Stock of a Parent
Entity to the extent the proceeds thereof were contributed, or if not consummated, were intended to be contributed to the equity
capital of the Borrower or any of its Restricted Subsidiaries), (vii) the amount of any loss attributable to non-controlling
interests, (viii) all deferred financing costs written off and premiums paid in connection with any early extinguishment
of Indebtedness or Hedging Obligations or other derivative instruments, (ix) any management, monitoring, consulting
and advisory fees and related expenses paid to CD&R, Golden Gate or Kenner or any of their respective Affiliates, (x) interest
and investment income, (xi) the amount of loss on any Financing Disposition, (xii) any costs or expenses
pursuant to any management or employee stock option or other equity-related plan, program or arrangement, or other benefit plan,
program or arrangement, or any equity subscription or equityholder agreement, (xiii) the amount of any pre-opening losses
attributable to any newly opened location within 12 months of the opening of such location, (xiv) net out-of-pocket costs
and expenses related to the acquiring of inventory of a prior supplier of a company in connection with becoming a provider to such
company, (xv) any expenses incurred in connection with any plant shutdown and (xvi) the amount of any payments made
pursuant to the Ply Gem Tax Receivable Agreement, plus (x) the amount of net cost savings projected by the Borrower
in good faith to be realized as the result of actions taken or to be taken on or prior to the Closing Date or within 18 months
of the Closing Date in connection with the Transactions, or within 18 months of the initiation or consummation of any operational
change, or within 18 months of the consummation of any applicable acquisition or cessation of operations (in each case, calculated
on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual
benefits realized during such period from such actions; provided that (other than with respect to (x) determining
compliance with Subsection 8.10 hereof and (y) cost savings attributable to the Transactions and reflected in any
of (i) the Sponsor’s financial model, dated as of January 24, 2018, (ii) the Quality of Earnings report of
PricewaterhouseCoopers LLP related to the Atlas Acquisition, dated as of January 22, 2018, (iii) the Quality of Earnings
report of PricewaterhouseCoopers LLP related to the Pisces Merger and combination with the Atrium Business, dated as of January
23, 2018, (iv) the Alvarez & Marsal Update materials related to the 2x20 Cost Reduction Initiative for the Ply Gem Business,
dated as of January 25, 2018, or (v) the Confidential Information Memorandum) the aggregate amount of other cost savings
added pursuant to this clause (x) shall not exceed 25.0% of Consolidated EBITDA for any period of four consecutive Fiscal Quarters
(calculated after giving effect to any adjustment pursuant to this clause (x)) (which adjustments may be incremental to pro forma
adjustments made pursuant to the proviso to the definition of “Consolidated Coverage Ratio” or “Four Quarter
Consolidated EBITDA”), plus (y) without duplication of any item in the preceding clauses (w) or (x), additions
of the type reflected in any of (i) the Sponsor’s financial model, dated as of January 24, 2018, (ii) the Quality
of Earnings report of PricewaterhouseCoopers LLP related to the Atlas Acquisition, dated as of January 22, 2018, (iii) the
Quality of Earnings report of PricewaterhouseCoopers LLP related to the Pisces Merger and combination with the Atrium Business,
dated as of January 23, 2018, or (iv) the Alvarez & Marsal Update materials related to the 2x20 Cost Reduction Initiative
for the Ply Gem Business, dated as of January 25, 2018, plus (z) only with respect to determining compliance with
Subsection 8.10 hereof, any Cure Amounts.


 




    20


     


    

 


“Consolidated
Interest Expense”: for any period, (i) the total interest expense of the Borrower and its Restricted Subsidiaries
to the extent deducted in calculating Consolidated Net Income, net of any interest income of the Borrower and its Restricted Subsidiaries,
including any such interest expense consisting of (A) interest expense attributable to Financing Lease Obligations
(excluding, for the avoidance of doubt, any lease, rental or other expense in connection with a lease that is not a Financing Lease
Obligation), (B) amortization of debt discount, (C) interest in respect of Indebtedness of any other Person
that has been Guaranteed by the Borrower or any Restricted Subsidiary, but only to the extent that such interest is actually paid
by the Borrower or any Restricted Subsidiary, (D) non-cash interest expense, (E) the interest portion of
any deferred payment obligation, and (F) commissions, discounts and other fees and charges owed with respect to letters
of credit and bankers’ acceptance financing, plus (ii) Preferred Stock dividends paid in cash in respect
of Disqualified Stock of the Borrower held by Persons other than the Borrower or a Restricted Subsidiary or in respect of Designated
Preferred Stock of the Borrower pursuant to Subsection 8.2(b)(xi)(A), minus (iii) to the extent otherwise
included in such interest expense referred to in clause (i) above, Special Purpose Financing Expense, accretion or accrual of discounted
liabilities not constituting Indebtedness, expense resulting from discounting of Indebtedness in conjunction with recapitalization
or purchase accounting, any “additional interest” in respect of registration rights arrangements for any securities,
amortization or write-off of financing costs, and any expensing of bridge, commitment or other financing fees, in each case under
clauses (i) through (iii) above as determined on a Consolidated basis in accordance with GAAP; provided that gross interest
expense shall be determined after giving effect to any net payments made or received by the Borrower and its Restricted Subsidiaries
with respect to Interest Rate Agreements.


 


“Consolidated
Net Income”: for any period, the net income (loss) of the Borrower and its Restricted Subsidiaries, determined on a Consolidated
basis in accordance with GAAP and before any reduction in respect of Preferred Stock dividends; provided that, without duplication,
there shall not be included in such Consolidated Net Income:


 


(i)          any
net income (loss) of any Person if such Person is not the Borrower or a Restricted Subsidiary, except that the Borrower’s
or any Restricted Subsidiary’s net income for such period shall be increased by the aggregate amount actually dividended
or distributed or that (as determined by the Borrower in good faith, which determination shall be conclusive) could have been dividended
or distributed by such Person during such period to the Borrower or a Restricted Subsidiary as a dividend or other distribution
(subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (ii)
below),


 




    21


     


    

 


(ii)         solely
for purposes of determining the amount available for Restricted Payments under Subsection 8.2(a)(3)(A) and Excess Cash Flow,
any net income (loss) of any Restricted Subsidiary that is not a Subsidiary Guarantor if such Restricted Subsidiary is subject
to restrictions, directly or indirectly, on the payment of dividends or the making of similar distributions by such Restricted
Subsidiary, directly or indirectly, to the Borrower by operation of the terms of such Restricted Subsidiary’s charter or
any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such Restricted Subsidiary
or its stockholders (other than (x) restrictions that have been waived or otherwise released, (y) restrictions
pursuant to this Agreement or the other Loan Documents, the Senior Notes Documents and the ABL Facility Documents and (z) restrictions
in effect on the Closing Date with respect to a Restricted Subsidiary and other restrictions with respect to such Restricted Subsidiary
that taken as a whole are not materially less favorable to the Lenders than such restrictions in effect on the Closing Date as
determined by the Borrower in good faith, which determination shall be conclusive), except that the Borrower’s equity in
the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate
amount of any dividend or distribution that was or that (as determined by the Borrower in good faith, which determination shall
be conclusive) could have been made by such Restricted Subsidiary during such period to the Borrower or another Restricted Subsidiary
(subject, in the case of a dividend that could have been made to another Restricted Subsidiary, to the limitation contained in
this clause (ii)),


 


(iii)        (x) any
gain or loss realized upon the sale, abandonment or other disposition of any asset of the Borrower or any Restricted Subsidiary
(including pursuant to any sale/leaseback transaction) that is not sold, abandoned or otherwise disposed of in the ordinary course
of business (as determined by the Borrower in good faith, which determination shall be conclusive) and (y) any gain
or loss realized upon the disposal, abandonment or discontinuation of operations of the Borrower or any Restricted Subsidiary,


 


(iv)        any
extraordinary, unusual or nonrecurring gain, loss or charge (including fees, expenses and charges (or any amortization thereof)
associated with the Transactions or any acquisition, merger or consolidation, whether or not completed), any severance, relocation,
consolidation, closing, integration, facilities opening, business optimization, transition or restructuring costs, charges or expenses,
any signing, retention or completion bonuses, and any costs associated with curtailments or modifications to pension and post-retirement
employee benefit plans,


 


(v)         the
cumulative effect of a change in accounting principles,


 




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(vi)        all
deferred financing costs written off and premiums paid in connection with any early extinguishment of Indebtedness or Hedging Obligations
or other derivative instruments,


 


(vii)       any
unrealized gains or losses in respect of Hedge Agreements,


 


(viii)      any
unrealized foreign currency translation or transaction gains or losses, including in respect of Indebtedness of any Person denominated
in a currency other than the functional currency of such Person,


 


(ix)         any
non-cash compensation charge arising from any grant of limited liability company interests, stock, stock options or other equity
based awards,


 


(x)          to
the extent otherwise included in Consolidated Net Income, any unrealized foreign currency translation or transaction gains or losses,
including in respect of Indebtedness or other obligations of the Borrower or any Restricted Subsidiary owing to the Borrower or
any Restricted Subsidiary,


 


(xi)         any
non-cash charge, expense or other impact attributable to application of the purchase or recapitalization method of accounting (including
the total amount of depreciation and amortization, cost of sales or other non-cash expense resulting from the write-up of assets
to the extent resulting from such purchase or recapitalization accounting adjustments), non-cash charges for deferred tax valuation
allowances and non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard
under GAAP,


 


(xii)        any
impairment charge or asset write-off, including any charge or write-off related to intangible assets, long-lived assets or investments
in debt and equity securities, and any amortization of intangibles,


 


(xiii)       expenses
related to the conversion of various employee benefit programs in connection with the Transactions, and non-cash compensation related
expenses,


 


(xiv)       any
fees and expenses (or amortization thereof), and any charges or costs, in connection with any acquisition, Investment, Asset Disposition,
issuance of Capital Stock, issuance, repayment or refinancing of Indebtedness, or amendment or modification of any agreement or
instrument relating to any Indebtedness (in each case, whether or not completed, and including any such transaction consummated
prior to the Closing Date),


 


(xv)        to
the extent covered by insurance and actually reimbursed (or the Borrower has determined that there exists reasonable evidence that
such amount will be reimbursed by the insurer and such amount is not denied by the applicable insurer in writing within 180 days
and is reimbursed within 365 days of the date of such evidence (with a deduction in any future calculation of Consolidated Net
Income for any amount so added back to the extent not so reimbursed within such 365 day period)), any expenses with respect to
liability or casualty events or business interruption,


 




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(xvi)      any
expenses, charges and losses in the form of earn-out obligations and contingent consideration obligations (including to the extent
accounted for as performance and retention bonuses, compensation or otherwise) and adjustments thereof and purchase price adjustments,
in each case paid in connection with any acquisition, merger or consolidation or Investment, and


 


(xvii)     any
expenses or reserves for liabilities to the extent that the Borrower or any Restricted Subsidiary is entitled to indemnification
therefor under binding agreements and is actually reimbursed (or the Borrower has determined that there exists reasonable evidence
that such amount will be reimbursed by the indemnifying party and such amount is not denied by the applicable indemnifying party
in writing within 180 days and is reimbursed within 365 days of the date of such evidence (with a deduction in any future calculation
of Consolidated Net Income for any amount so added back to the extent not so reimbursed within such 365 day period)),


 


provided, further,
that the exclusion of any item pursuant to the foregoing clauses (i) through (xvii) shall also exclude the tax impact of any such
item, if applicable.


 


In the case of any unusual
or nonrecurring gain, loss or charge (other than any unusual or nonrecurring gain, loss or charge related to the Transactions)
not included in Consolidated Net Income pursuant to clause (iv) above in any determination thereof (other than a determination
for purposes of Subsection 8.10), the Borrower will deliver a certificate of a Responsible Officer to the Administrative
Agent promptly after the date on which Consolidated Net Income is so determined, setting forth the nature and amount of such unusual
or nonrecurring gain, loss or charge. Notwithstanding the foregoing, for the purpose of Subsection 8.2(a)(3)(A) only, there
shall be excluded from Consolidated Net Income, without duplication, any income consisting of dividends, repayments of loans or
advances or other transfers of assets from Unrestricted Subsidiaries to the Borrower or a Restricted Subsidiary, and any income
consisting of return of capital, repayment or other proceeds from dispositions or repayments of Investments consisting of Restricted
Payments, in each case to the extent such income would be included in Consolidated Net Income and such related dividends, repayments,
transfers, return of capital or other proceeds are applied by the Borrower to increase the amount of Restricted Payments permitted
under Subsection 8.2(a)(3)(C) or (D).


 


In addition, Consolidated
Net Income for any period ending on or prior to the Closing Date shall be determined based upon the net income (loss) reflected
in (i) the consolidated financial statements of Ply Gem Holdings for such period and (ii) the consolidated financial
statements of Atrium Corporation for such period, with pro forma effect being given to the Transactions; and each Person that is
a Restricted Subsidiary upon giving effect to the Transactions shall be deemed to be a Restricted Subsidiary and the Transactions
shall not constitute a sale or disposition under clause (iii) above, for purposes of such determination.


 




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“Consolidated
Secured Indebtedness”: as of any date of determination, (i) an amount equal to the Consolidated Total Indebtedness
(without regard to clause (iii) of the definition thereof) as of such date that, in each case, is then secured by Liens on Collateral
(other than (x) Indebtedness secured by a Lien ranking junior to or subordinated to the Liens securing the Cash Flow
Facilities Obligations (but, for the avoidance of doubt, not excluding ABL Facility Loans or other Consolidated Total Indebtedness
secured by Liens pari passu therewith), (y) property or assets held in a defeasance or similar trust or arrangement
for the benefit of the Indebtedness secured thereby and (z) solely with respect to the determination of the amount
available to be Incurred pursuant to the Ratio Incremental Facility and clause (s) of “Permitted Liens”, Indebtedness
Incurred pursuant to the Cash Capped Incremental Facility), minus (ii) the sum of (A) the amount of such
Indebtedness consisting of Indebtedness of a type referred to in, or Incurred pursuant to, Subsection 8.1(b)(ix) and (B) Unrestricted
Cash of the Borrower and its Restricted Subsidiaries.


 


“Consolidated
Secured Leverage Ratio”: as of any date of determination, the ratio of (i) Consolidated Secured Indebtedness
as at such date (after giving effect to any Incurrence or Discharge of Indebtedness on such date) to (ii) the Four
Quarter Consolidated EBITDA as of such date; provided that, (x) in the event that the Borrower shall classify
Indebtedness Incurred on the date of determination as secured in part pursuant to clause (k)(1) of the “Permitted Liens”
definition in respect of Indebtedness Incurred pursuant to the Ratio Incremental Facility and in part pursuant to such clause (k)(1)
in respect of Indebtedness Incurred pursuant to Subsection 8.1(b)(i) (other than pursuant to the Ratio Incremental Facility)
or one or more other clauses or subclauses of the definition of “Permitted Liens” (other than clause (s)), as provided
in clause (w) of the final paragraph of such definition, any calculation of the Consolidated Secured Leverage Ratio on such date
of determination, including in the definition of “Maximum Incremental Facilities Amount”, shall not include any such
Indebtedness (and shall not give effect to any Discharge of Indebtedness from the proceeds thereof) not Incurred pursuant to the
Ratio Incremental Facility and (y) in the event that the Borrower shall classify Indebtedness Incurred on the date
of determination as secured in part pursuant to clause (s) of the “Permitted Liens” definition and in part pursuant
to one or more other clauses or subclauses of the definition of “Permitted Liens” (other than clause (k)(1) in respect
of Indebtedness Incurred pursuant to the Ratio Incremental Facility), as provided in clause (x) of the final paragraph of such
definition, any calculation of the Consolidated Secured Leverage Ratio on such date of determination shall not include any such
Indebtedness (and shall not give effect to any Discharge of Indebtedness from the proceeds thereof) to the extent secured pursuant
to any such other clause or subclause of such definition.


 


“Consolidated
Tangible Assets”: as of any date of determination, the total assets, less the sum of the goodwill and other intangible
assets, in each case that is or would be reflected on the consolidated balance sheet of the Borrower as at the end of the most
recently ended Fiscal Quarter of the Borrower for which such a balance sheet of the Borrower is available, determined on a Consolidated
basis in accordance with GAAP (and, in the case of any determination relating to any Incurrence of Indebtedness or Liens or any
Investment, on a pro forma basis including any property or assets being acquired in connection therewith).


 




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“Consolidated
Total Indebtedness”: as of any date of determination, an amount equal to (i) the aggregate principal amount
of outstanding Indebtedness of the Borrower and its Restricted Subsidiaries as of such date consisting of (without duplication)
Indebtedness for borrowed money (including Purchase Money Obligations and unreimbursed outstanding drawn amounts under funded letters
of credit); Financing Lease Obligations; debt obligations evidenced by bonds, debentures, notes or similar instruments (but excluding
surety bonds, performance bonds or other similar instruments); Disqualified Stock; and (in the case of any Restricted Subsidiary
that is not a Subsidiary Guarantor) Preferred Stock, determined on a Consolidated basis in accordance with GAAP (excluding (x) items
eliminated in Consolidation, (y) Hedging Obligations and (z) any
outstanding Indebtedness under any revolving credit facility), plus (ii) the average daily balance of Indebtedness
of the Borrower and its Restricted Subsidiaries under any revolving credit facility for the most recent four consecutive Fiscal
Quarters of the Borrower ending prior to the date of determination for which consolidated
financial statements of the Borrower are available (provided that, for any date prior to the Closing Date, the daily balance
of Indebtedness of the Borrower and its Restricted Subsidiaries under revolving credit facilities shall be deemed to be $0),
minus (iii) the sum of (A) the amount of such Indebtedness consisting of Indebtedness of a type referred
to in, or Incurred pursuant to, Subsection 8.1(b)(ix) and (B) Unrestricted Cash of the Borrower and its Restricted
Subsidiaries. For purposes hereof, any earn-out or similar obligations shall not constitute Consolidated Total Indebtedness until
such obligation becomes a liability on the consolidated balance sheet of the Borrower in accordance with GAAP and is not paid within
30 days after becoming due and payable.


 


“Consolidated
Total Leverage Ratio”: as of any date of determination, the ratio of (i) Consolidated Total Indebtedness
as at such date (after giving effect to any Incurrence or Discharge of Indebtedness on such date) to (ii) the Four
Quarter Consolidated EBITDA as of such date; provided that, for purposes of the foregoing calculation, in the event that
the Borrower shall classify Indebtedness Incurred on the date of determination as Incurred in part pursuant to Subsection 8.1(b)(x)
(other than by reason of subclause (2) or (4) of the proviso to such clause (x)) and in part pursuant to one or more other clauses
or subclauses of Subsection 8.1(b) and/or (unless the Borrower at its option has elected to disregard Indebtedness being
Incurred on the date of determination in part pursuant to subclause (2) or (4) of the proviso to Subsection 8.1(b)(x) for
purposes of calculating the Consolidated Coverage Ratio for Incurring Indebtedness on the date of determination in part under Subsection
8.1(a)) pursuant to Subsection 8.1(a) (as provided in Subsections 8.1(c)(ii) and (iii)), Consolidated
Total Indebtedness shall not include any such Indebtedness Incurred pursuant to one or more such other clauses or subclauses of
Subsection 8.1(b) and/or pursuant to Subsection 8.1(a), and shall not give effect to any Discharge of any Indebtedness
from the proceeds of any such Indebtedness being disregarded for purposes of the calculation of the Consolidated Total Leverage
Ratio on such date of determination that otherwise would be included in Consolidated Total Indebtedness.


 


“Consolidated
Working Capital”: at any date, the excess of (a) the sum of all amounts (other than cash, Cash Equivalents
and Temporary Cash Investments) that would, in conformity with GAAP, be set forth opposite the caption “total current assets”
(or any like caption) on a consolidated balance sheet of the Borrower at such date excluding the current portion of current and
deferred income taxes over (b) the sum of all amounts that would, in conformity with GAAP, be set forth opposite the
caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Borrower on such date,
including deferred revenue but excluding, without duplication, (i) the current portion of any Funded Debt, (ii) all
Indebtedness consisting of Loans to the extent otherwise included therein, (iii) the current portion of interest and
(iv) the current portion of current and deferred income taxes.


 




    26


     


    

 


“Consolidation”:
the consolidation of the accounts of each of the Restricted Subsidiaries with those of the Borrower in accordance with GAAP; provided
that “Consolidation” will not include consolidation of the accounts of any Unrestricted Subsidiary, but the interest
of the Borrower or any Restricted Subsidiary in any Unrestricted Subsidiary will be accounted for as an investment. The term “Consolidated”
has a correlative meaning. For purposes of this Agreement for periods ending on or prior to the Closing Date, references to the
consolidated financial statements of the Borrower shall be to (i) the consolidated financial statements of Ply Gem Holdings
for such period and (ii) the consolidated financial statements of Atrium Corporation for such period, with pro forma effect
being given to the Transactions (with Subsidiaries that comprise the Ply Gem Business or the Atrium Business that are Subsidiaries
of the Borrower after giving effect to the Transactions being deemed Subsidiaries of the Borrower), as the context may require.


 


“Contingent
Obligation”: with respect to any Person, any obligation of such Person guaranteeing any obligation that does not constitute
Indebtedness (a “primary obligation”) of any other Person (the “primary obligor”) in any manner, whether
directly or indirectly, including any obligation of such Person, whether or not contingent, (1) to purchase any such primary
obligation or any property constituting direct or indirect security therefor, (2) to advance or supply funds (a) for
the purchase or payment of any such primary obligation or (b) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the primary obligor or (3) to purchase property, securities
or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation against loss in respect thereof.


 


“Contract Consideration”:
as defined in the definition of “Excess Cash Flow”.


 


“Contractual
Obligation”: as to any Person, any provision of any material security issued by such Person or of any material agreement,
instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.


 


“Contribution
Amounts”: the aggregate amount of capital contributions applied by the Borrower to permit the Incurrence of Contribution
Indebtedness pursuant to Subsection 8.1(b)(xi).


 


“Contribution
Indebtedness”: Indebtedness of the Borrower or any Restricted Subsidiary in an aggregate principal amount not greater
than twice the aggregate amount of cash contributions (other than Excluded Contributions, Cure Amounts, the proceeds from the issuance
of Disqualified Stock or contributions by the Borrower or any Restricted Subsidiary) made to the capital of the Borrower or such
Restricted Subsidiary after the Closing Date (whether through the issuance or sale of Capital Stock or otherwise); provided
that such Contribution Indebtedness (a) is Incurred within 180 days after the receipt of the related cash contribution
and (b) is so designated as Contribution Indebtedness pursuant to a certificate of a Responsible Officer of the Borrower
promptly following the date of Incurrence thereof.


 


“Covered Liabilities”:
as defined in Subsection 11.21.


 


“Cure Amount”:
as defined in Subsection 9.3(a).


 


“Cured Default”:
as defined in Subsection 1.2(c).


 




    27


     


    

 


“Currency Agreement”:
in respect of a Person, any foreign exchange contract, currency swap agreement or other similar agreement or arrangements (including
derivative agreements or arrangements), as to which such Person is a party or a beneficiary.


 


“Debt Financing”:
the debt financing transactions contemplated under (a) the Loan Documents, (b) the ABL Facility Documents
and (c) the Senior Notes Documents, in each case including any Interest Rate Agreements related thereto.


 


“Declined Amounts”:
the sum of (x) the Term Loan Declined Amounts and (y) the amount of Excess Cash Flow and Net Available
Cash of any Asset Disposition offered (to the extent the Borrower or any Restricted Subsidiary is required by the terms thereof)
to prepay, repay or purchase other Indebtedness that is secured by the Collateral on a pari passu basis with the Obligations
and which the holders of such Indebtedness decline to accept pursuant to terms equivalent to Subsection 4.4(h) (as determined
by the Borrower in good faith, which determination shall be conclusive).


 


“Default”:
any of the events specified in Subsection 9.1, whether or not any requirement for the giving of notice (other than, in the
case of Subsection 9.1(e), a Default Notice), the lapse of time, or both, or any other condition specified in Subsection
9.1, has been satisfied.


 


“Default Notice”:
as defined in Subsection 9.1(e).


 


“Defaulting
Lender”: subject to Subsection 4.14(g), any Lender or Agent whose circumstances, acts or failure to act, whether
directly or indirectly, cause it to meet any part of the definition of Lender Default.


 


“Deposit Account”:
any deposit account (as such term is defined in Article 9 of the UCC).


 


“Designated
Foreign Currency”: Canadian Dollars, Euro, Sterling or any other readily available currency readily exchangeable into
Dollars and reasonably requested by the Borrower and acceptable to the Administrative Agent, any applicable Issuing Bank and each
Revolving Lender.


 


“Designated
Noncash Consideration”: the non-cash consideration received by the Borrower or one of its Restricted Subsidiaries in
connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to a certificate of a Responsible
Officer of the Borrower, setting forth the basis of such valuation.


 


“Designated
Preferred Stock”: Preferred Stock of the Borrower (other than Disqualified Stock) or any Parent Entity that is issued
after the Closing Date for cash (other than to a Restricted Subsidiary) and is so designated as Designated Preferred Stock, pursuant
to a certificate of a Responsible Officer of the Borrower; provided that the cash proceeds of such issuance shall be excluded
from the calculation set forth in Subsection 8.2(a)(3)(B).


 


“Designation
Date”: as defined in Subsection 2.10(f).


 




    28


     


    

 


“Discharge”:
as defined in clause (2) of the definition of “Consolidated Coverage Ratio.”


 


“Discharge of
ABL Collateral Obligations”: the “Discharge of ABL Collateral Obligations” as defined in the ABL/Cash Flow
Intercreditor Agreement or the equivalent term in any Other Intercreditor Agreement.


 


“Discount Prepayment
Accepting Lender”: as defined in Subsection 4.4(l)(ii)(2).


 


“Discount Range”:
as defined in Subsection 4.4(l)(iii)(1).


 


“Discount Range
Prepayment Amount”: as defined in Subsection 4.4(l)(iii)(1).


 


“Discount Range
Prepayment Notice”: a written notice of the Borrower Solicitation of Discount Range Prepayment Offers made pursuant to
Subsection 4.4(l) substantially in the form of Exhibit O.


 


“Discount Range
Prepayment Offer”: the irrevocable written offer by a Lender, substantially in the form of Exhibit P, submitted
in response to an invitation to submit offers following the Administrative Agent’s receipt of a Discount Range Prepayment
Notice.


 


“Discount Range
Prepayment Response Date”: as defined in Subsection 4.4(l)(iii)(1).


 


“Discount Range
Proration”: as defined in Subsection 4.4(l)(iii)(3).


 


“Discounted
Prepayment Determination Date”: as defined in Subsection 4.4(l)(iv)(3).


 


“Discounted
Prepayment Effective Date”: in the case of a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of
Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers, or otherwise, the date that is five
Business Days following the receipt by each relevant Lender of notice from the Administrative Agent in accordance with Subsection
4.4(l)(ii), Subsection 4.4(l)(iii) or Subsection 4.4(l)(iv), as applicable unless a shorter period is agreed
to between the Borrower and the Administrative Agent.


 


“Discounted
Term Loan Prepayment”: as defined in Subsection 4.4(l)(i).


 


“Disinterested
Directors”: with respect to any Affiliate Transaction, one or more members of the Board of Directors of the Borrower,
or one or more members of the Board of Directors of a Parent Entity, having no material direct or indirect financial interest in
or with respect to such Affiliate Transaction. A member of any such Board of Directors shall not be deemed to have such a financial
interest by reason of such member’s holding Capital Stock of the Borrower or any Parent Entity or any options, warrants or
other rights in respect of such Capital Stock or by reason of such member receiving any compensation from the Borrower or any Parent
Entity as applicable, on whose Board of Directors such member serves in respect of such member’s role as director.


 




    29


     


    

 


“Disposition”:
as defined in the definition of “Asset Disposition” in this Subsection 1.1.


 


“Disqualified
Party”: (i) any competitor of the Borrower and its Restricted Subsidiaries that is in the same or a similar
line of business as the Borrower and its Restricted Subsidiaries or any affiliate of such competitor and (ii) any Persons
designated in writing by the Borrower or CD&R to the Administrative Agent on or prior to January 31, 2018.


 


“Disqualified
Stock”: with respect to any Person, any Capital Stock (other than Management Stock) that by its terms (or by the terms
of any security into which it is convertible or for which it is exchangeable or exercisable) or upon the happening of any event
(other than following the occurrence of a Change of Control or other similar event described under such terms as a “change
of control” or an Asset Disposition or other disposition) (i) matures or is mandatorily redeemable pursuant to
a sinking fund obligation or otherwise, (ii) is convertible or exchangeable for Indebtedness or Disqualified Stock
or (iii) is redeemable at the option of the holder thereof (other than following the occurrence of a Change of Control
or other similar event described under such terms as a “change of control” or an Asset Disposition or other disposition),
in whole or in part, in each case on or prior to the Initial Term Loan Maturity Date; provided that Capital Stock issued
to any employee benefit plan, or by any such plan to any employees of the Borrower or any Subsidiary, shall not constitute Disqualified
Stock solely because it may be required to be repurchased or otherwise acquired or retired in order to satisfy applicable statutory
or regulatory obligations.


 


“Dollar Equivalent”:
with respect to any amount denominated in Dollars, the amount thereof and, with respect to the principal amount of any Loan made
or outstanding in any Designated Foreign Currency or any amount in respect of any Letter of Credit denominated in any Designated
Foreign Currency, at any date of determination thereof, an amount in Dollars equivalent to such principal amount or such other
amount calculated on the basis of the Spot Rate of Exchange.


 


“Dollars”
and “$”: dollars in lawful currency of the United States of America.


 


“Domestic Borrowing
Base”: the sum of (1) 90.0% of the book value of Inventory of the Borrower and its Domestic Subsidiaries
that are Restricted Subsidiaries, (2) 90.0% of the book value of Receivables of the Borrower and its Domestic Subsidiaries
that are Restricted Subsidiaries and (3) cash, Cash Equivalents and Temporary Cash Investments of the Borrower and
its Domestic Subsidiaries that are Restricted Subsidiaries (in each case, determined as of the end of the most recently ended Fiscal
Month of the Borrower for which internal consolidated financial statements of the Borrower are available, and, in the case of any
determination relating to any Incurrence of Indebtedness, on a pro forma basis including (x) any property or assets
of a type described above acquired since the end of such Fiscal Month and (y) any property or assets of a type described
above being acquired in connection therewith).


 


“Domestic Subsidiary”:
any Restricted Subsidiary of the Borrower other than a Foreign Subsidiary.


 


“ECF Payment
Date”: as defined in Subsection 4.4(e)(iii).


 




    30


     


    

 


“ECF Prepayment
Amount”: as defined in Subsection 4.4(e)(iii).


 


“EEA Financial
Institution”: (a) any credit institution or investment firm established in any EEA Member Country which is
subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which
is a parent of an institution described in clause (a) of this definition and is subject to the supervision of an EEA Resolution
Authority, or (c) any financial institution established in an EEA Member Country which is a Subsidiary of an institution
described in clause (a) or (b) of this definition and is subject to consolidated supervision of an EEA Resolution Authority with
its parent.


 


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


 


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


 


“Environmental
Costs”: any and all costs or expenses (including attorney’s and consultant’s fees, investigation and laboratory
fees, response costs, court costs and litigation expenses, fines, penalties, damages, settlement payments, judgments and awards),
of whatever kind or nature, known or unknown, contingent or otherwise, arising out of, or in any way relating to, any actual or
alleged violation of, noncompliance with or liability under any Environmental Laws. Environmental Costs include any and all of
the foregoing, without regard to whether they arise out of or are related to any past, pending or threatened proceeding of any
kind.


 


“Environmental
Laws”: any and all U.S. or foreign, federal, state, provincial, territorial, local or municipal laws, rules, orders,
enforceable guidelines and orders-in-council, regulations, statutes, ordinances, codes, decrees, and such requirements of any Governmental
Authority properly promulgated and having the force and effect of law or other Requirements of Law (including common law) regulating,
relating to or imposing liability or standards of conduct concerning protection of human health (as it relates to exposure to Materials
of Environmental Concern) or the environment, as have been, or now or at any relevant time hereafter are, in effect.


 


“Environmental
Permits”: any and all permits, licenses, registrations, notifications, exemptions and any other authorization required
under any Environmental Law.


 


“Equity Contribution”:
the direct or indirect cash equity contribution to Topco (with any cash equity contribution to Topco used in full to finance the
Transactions or otherwise contributed to the Borrower) by CD&R Fund X and any other investors arranged by CD&R (collectively,
the “Investors”), in an aggregate amount that, when combined with (i) the value of the equity of management
of the Ply Gem Business and the Atrium Business retained, rolled over or otherwise invested in connection with the Transactions
and (ii) the value of the Atrium Business contributed by the Atlas Sellers in connection with the Transactions (with the
value of the Atrium Business determined based on the initial cash equity contribution of the Investors in Topco and the relative
direct or indirect ownership of the Atlas Sellers and the Investors in Topco), is equal to at least 21% of the pro forma capitalization
of the Borrower and its Subsidiaries after giving effect to the Transactions; provided that, for purposes of such calculation,
increased levels of Indebtedness (x) from any Revolving Loans or ABL Facility Loans Incurred on or after the Closing
Date other than borrowings utilized to finance the Transactions (including any borrowing used to finance working capital purposes
(including any refinancing of revolver draws incurred for working capital purposes)) and (y) as a result of OID and/or
upfront fees in respect of the Facilities, the Senior ABL Facility and/or the Senior Notes other than the upfront fees (including
such upfront fees that are structured as OID, but excluding any margin “flex” that takes the form of additional upfront
fees) payable under the Fee Letter shall be excluded from such calculation.


 




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“ERISA”:
the Employee Retirement Income Security Act of 1974, as amended from time to time.


 


“Escrow Borrower”:
as defined in Subsection 2.8(a).


 


“Escrow Subsidiary”:
a Wholly Owned Domestic Subsidiary formed or established for the purpose of Incurring Indebtedness the proceeds of which will be
subject to an escrow or other similar arrangement; provided that upon the termination of all such escrow or similar arrangement
of such Subsidiary, such Subsidiary shall cease to constitute an “Escrow Subsidiary” hereunder and shall merge with
and into the Borrower or one of its Restricted Subsidiaries that is a Loan Party in accordance with Subsection 8.7. Prior
to its merger with and into such Person, each Escrow Subsidiary shall not own, hold or otherwise have any interest in any material
assets other than the proceeds of the applicable Indebtedness Incurred by such Escrow Subsidiary and any cash, Cash Equivalents
or Temporary Cash Investments invested in such Escrow Subsidiary to cover interest and premium in respect of such Indebtedness.


 


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


 


“Euro”
and “€”: the single currency of the European Union as constituted by the Treaty on European Union and as
referred to in the legislative measures of the European Union for the introduction of, changeover to or operation of the Euro in
one or more member states.


 


“Eurodollar
Loans”: Loans the rate of interest applicable to which is based upon the Adjusted LIBOR Rate.


 


“Event of Default”:
any of the events specified in Subsection 9.1, provided that any requirement for the giving of notice, the lapse
of time, or both, or any other condition, has been satisfied.


 


“Excess Cash
Flow”: for any period, an amount equal to the excess of:


 


(a)          the
sum, without duplication, of


 


(i)          Consolidated
Net Income for such period,


 




    32


     


    

 


(ii)         an
amount equal to the amount of all non-cash charges to the extent deducted in calculating such Consolidated Net Income and cash
receipts to the extent excluded in calculating such Consolidated Net Income (except to the extent such cash receipts are attributable
to revenue or other items that would be included in calculating Consolidated Net Income for any prior period),


 


(iii)        decreases
in Consolidated Working Capital for such period (other than any such decreases arising (x) from any acquisition or
disposition of (a) any business unit, division, line of business or Person or (b) any assets other than
in the ordinary course of business (each, an “ECF Acquisition” or “ECF Disposition”, respectively)
by the Borrower and the Restricted Subsidiaries completed during such period, (y) from the application of purchase
accounting or (z) as a result of the reclassification of any balance sheet item from short-term to long-term or vice
versa),


 


(iv)        an
amount equal to the aggregate net non-cash loss on Asset Dispositions (or any disposition specifically excluded from the definition
of “Asset Disposition”) by the Borrower and the Restricted Subsidiaries during such period (other than in the ordinary
course of business) to the extent deducted in calculating such Consolidated Net Income,


 


(v)         cash
receipts in respect of Hedge Agreements during such period to the extent not otherwise included in calculating such Consolidated
Net Income, and


 


(vi)        any
extraordinary, unusual or nonrecurring cash gain,


 


over (b) the sum,
without duplication, of


 


(i)          an
amount equal to the amount of all non-cash credits included in calculating such Consolidated Net Income and cash charges to the
extent not deducted in calculating such Consolidated Net Income,


 


(ii)         without
duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Capital Expenditures either
made in cash or accrued during such period (provided that, whether any such Capital Expenditures shall be deducted for the
period in which cash payments for such Capital Expenditures have been paid or the period in which such Capital Expenditures have
been accrued shall be at the Borrower’s election; provided, further that, in no case shall any accrual of a
Capital Expenditure which has previously been deducted give rise to a subsequent deduction upon the making of such Capital Expenditure
in cash in the same or any subsequent period), except to the extent that such Capital Expenditures were financed with the proceeds
of long-term Indebtedness of the Borrower or the Restricted Subsidiaries (unless such Indebtedness has been repaid),


 




    33


     


    

 


(iii)        the
aggregate amount of all principal payments, purchases or other retirements of Indebtedness of the Borrower and the Restricted Subsidiaries
(including (A) the principal component of payments in respect of Financing Lease Obligations, (B) the amount
of any repayment of Term Loans pursuant to Subsection 2.2(b) and (C) the amount of a mandatory prepayment of
Term Loans pursuant to Subsection 4.4(e)(i) and any mandatory prepayment, repayment or redemption of Pari Passu Indebtedness
pursuant to requirements under the agreements governing such Pari Passu Indebtedness similar to the requirements set forth in Subsection
4.4(e)(i) (as determined by the Borrower in good faith, which determination shall be conclusive), to the extent required due
to an Asset Disposition (or any disposition specifically excluded from the definition of
“Asset Disposition”) that resulted in an increase to Consolidated Net Income and not in excess of the amount
of such increase, but excluding (x) all other prepayments of Loans, (y) all prepayments of ABL Facility
Loans and (z) all prepayments of revolving loans (other than Revolving Loans hereunder), to the extent there is not
an equivalent permanent reduction in commitments thereunder) made during such period, except to the extent financed with the proceeds
of long-term Indebtedness of the Borrower or the Restricted Subsidiaries,


 


(iv)        an
amount equal to the aggregate net non-cash gain on Asset Dispositions (or any disposition specifically excluded from the definition
of “Asset Disposition”) by the Borrower and the Restricted Subsidiaries during such period (other than in the ordinary
course of business) to the extent included in calculating such Consolidated Net Income,


 


(v)         increases
in Consolidated Working Capital for such period (other than any such increases arising (x) from any ECF Acquisition
or ECF Disposition by the Borrower and the Restricted Subsidiaries completed during such period, (y) from the application
of purchase accounting or (z) as a result of the reclassification of any balance sheet item from short-term to long-term
or vice versa),


 


(vi)        payments
by the Borrower and the Restricted Subsidiaries during such period in respect of long-term liabilities of the Borrower and the
Restricted Subsidiaries other than Indebtedness, to the extent not already deducted in calculating Consolidated Net Income,


 


(vii)       without
duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the aggregate amount of cash consideration
(including any expenses, charges and losses in the form of earn-out obligations and contingent consideration obligations (including
to the extent accounted for as performance and retention bonuses, compensation or otherwise) and adjustments thereof and purchase
price adjustments) paid by the Borrower and the Restricted Subsidiaries (on a consolidated basis) in connection with Investments
(including acquisitions) made during such period constituting “Permitted Investments” (other than Permitted Investments
of the type described in clause (iii) of the definition thereof and intercompany Investments by and among the Borrower and its
Restricted Subsidiaries) or made pursuant to Subsection 8.2, except to the extent that such Investments were financed with
the proceeds of long-term Indebtedness of the Borrower or the Restricted Subsidiaries (unless such Indebtedness has been repaid),


 




    34


     


    

 


(viii)      the
amount of Restricted Payments (other than Investments) made in cash during such period (on a consolidated basis) by the Borrower
and the Restricted Subsidiaries pursuant to Subsection 8.2(b) (other than with respect to Related Taxes pursuant to Subsection 8.2(b)(vii)(C)
and pursuant to Subsections 8.2(b)(vi), (vii)(B) and (xvi)), to the extent such Restricted Payments were
financed with internally generated cash flow of the Borrower and the Restricted Subsidiaries,


 


(ix)         the
aggregate amount of expenditures actually made by the Borrower and the Restricted Subsidiaries in cash during such period (including
expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and are
not deducted in calculating Consolidated Net Income,


 


(x)          the
aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower and the Restricted Subsidiaries
during such period that are made in connection with any prepayment of Indebtedness to the extent that such payments are not deducted
in calculating Consolidated Net Income,


 


(xi)         at
the Borrower’s election, without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration
required to be paid in cash by the Borrower or any of the Restricted Subsidiaries pursuant to binding contracts (the “Contract
Consideration”) entered into prior to or during such period relating to Investments constituting “Permitted Investments”
(other than Permitted Investments of the type described in clause (iii) of the definition thereof and intercompany Investments
by and among the Borrower and its Restricted Subsidiaries) or made pursuant to Subsection 8.2 or Capital Expenditures
to be consummated or made during the period of four consecutive Fiscal Quarters of the Borrower following the end of such period;
provided that to the extent the aggregate amount of cash (except for cash constituting the proceeds of long-term Indebtedness
of the Borrower or the Restricted Subsidiaries (unless such Indebtedness has been repaid)) actually utilized to finance such Investments
and Capital Expenditures during such period of four consecutive Fiscal Quarters is less than the Contract Consideration, the amount
of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive Fiscal Quarters,


 


(xii)        the
amount of Permitted Payments made pursuant to Subsection 8.2(b)(vii)(B), with respect to Related Taxes pursuant to Subsection
8.2(b)(vii)(C) and taxes (including penalties and interest) paid in cash or tax reserves set aside or payable (without duplication)
in such period to the extent they exceed the amount of tax expense deducted in calculating such Consolidated Net Income for such
period,


 




    35


     


    

 


(xiii)       cash
expenditures in respect of Hedge Agreements during such period to the extent not deducted in calculating such Consolidated Net
Income, and


 


(xiv)      (v) any
extraordinary, unusual or nonrecurring cash loss or charge (including fees, expenses, charges (or any amortization thereof) associated
with the Transactions or any acquisition, merger or consolidation, whether or not completed), (w) any fees and expenses
(or amortization thereof), and any charges or costs, in connection with any acquisition, Investment, Asset Disposition, issuance
of Capital Stock, issuance, repayment or refinancing of Indebtedness, or amendment or modification of any agreement or instrument
relating to any Indebtedness (in each case, whether or not completed, after the Closing Date or any accounting change, and including
any such transaction consummated prior to the Closing Date), (x) any severance, relocation, consolidation, closing,
integration, facilities opening, business optimization, transition or restructuring costs, charges or expenses, (y) any
signing, retention or completion bonuses and (z) any costs associated with curtailments or modifications to pension
and post-retirement employee benefit plans, in each case, to the extent not already deducted in calculating Consolidated Net Income.


 


For the avoidance of
doubt, any amounts received or paid in respect of purchase price adjustments in accordance with the Pisces Acquisition Agreement
or Atlas Acquisition Agreement shall be disregarded in calculating Excess Cash Flow.


 


“Exchange Act”:
the Securities Exchange Act of 1934, as amended from time to time.


 


“Excluded Assets”:
as defined in the Guarantee and Collateral Agreement.


 


“Excluded Contribution”:
Net Cash Proceeds, or the Fair Market Value (as of the date of contribution, issuance or sale) of property or assets, received
by the Borrower as capital contributions to the Borrower after the Closing Date or from the issuance or sale (other than to a Restricted
Subsidiary) of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Borrower, in each case to the
extent designated as an Excluded Contribution pursuant to a certificate of a Responsible Officer of the Borrower and not previously
included in the calculation set forth in Subsection 8.2(a)(3)(B)(x) for purposes of determining whether a Restricted Payment
may be made.


 


“Excluded Information”:
as defined in Subsection 4.4(l)(i).


 


“Excluded Liability”:
any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation,
any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.


 


“Excluded Subsidiary”:
at any date of determination, any Subsidiary of the Borrower:


 


(a)          that
is an Immaterial Subsidiary;


 




    36


     


    

 


(b)          that
is prohibited by Requirement of Law or Contractual Obligations existing on the Closing Date (or, in the case of any newly acquired
Subsidiary, in existence at the time of acquisition but not entered into in contemplation thereof) from Guaranteeing, or granting
Liens to secure, the Cash Flow Facilities Obligations or if Guaranteeing, or granting Liens to secure, the Cash Flow Facilities
Obligations would require governmental (including regulatory) consent, approval, license or authorization unless such consent,
approval, license or authorization has been received;


 


(c)          with
respect to which the Borrower and the Administrative Agent reasonably agree that the burden or cost or other consequences of providing
a guarantee of the Cash Flow Facilities Obligations shall be excessive in view of the benefits to be obtained by the Lenders therefrom;


 


(d)          with
respect to which the provision of such guarantee of the Cash Flow Facilities Obligations would result in material adverse tax consequences
to Topco or one of its Subsidiaries (as determined by the Borrower in good faith, which determination shall be conclusive, and
the Borrower shall take commercially reasonable efforts to promptly notify the Administrative Agent of any such determination,
but failure to so notify the Administrative Agent shall not invalidate such determination);


 


(e)          that
is a Subsidiary of a Foreign Subsidiary;


 


(f)          that
is a joint venture or Non-Wholly Owned Subsidiary;


 


(g)          that
is an Unrestricted Subsidiary;


 


(h)          that
is a Captive Insurance Subsidiary;


 


(i)           that
is a Special Purpose Entity;


 


(j)           that
is a Subsidiary formed solely for the purpose of (x) becoming a Parent Entity or (y) merging with the Borrower
in connection with another Subsidiary becoming a Parent Entity, in each case to the extent such entity becomes a Parent Entity
or is merged with the Borrower or any Parent Entity within 60 days of the formation thereof, or otherwise creating or forming a
Parent Entity;


 


(k)          that
is a Subsidiary acquired by the Borrower or any Subsidiary and, at the time of the relevant acquisition, is an obligor in respect
of Acquired Indebtedness to the extent (and solely for so long as) the documents or instruments governing the applicable Acquired
Indebtedness prohibits such Subsidiary from granting a Guarantee of the Cash Flow Facilities Obligations; or


 


(l)           that
is an Escrow Subsidiary;


 


provided that, notwithstanding the
foregoing, any Domestic Subsidiary that Guarantees the payment of the Senior ABL Facility or the Senior Notes shall not be an Excluded
Subsidiary.


 




    37


     


    

 


Subject to the proviso in the preceding
sentence, any Subsidiary that fails to meet the foregoing requirements as of the last day of the period of the most recent four
consecutive Fiscal Quarters for which consolidated financial statements of the Borrower are available shall continue to be deemed
an Excluded Subsidiary hereunder until the date that is 60 days following the date on which such annual or quarterly financial
statements were required to be delivered pursuant to Subsection 7.1 with respect to such period.


 


“Excluded Taxes”:
(a) any Taxes measured by or imposed upon the net income of any Agent or Lender or its applicable lending office, or
any branch or affiliate thereof, and all franchise Taxes, branch Taxes, Taxes on doing business or Taxes measured by or imposed
upon the overall capital or net worth of any such Agent or Lender or its applicable lending office, or any branch or affiliate
thereof, in each case imposed: (i) by the jurisdiction under the laws of which such Agent or Lender, applicable lending
office, branch or affiliate is organized or is located, or in which its principal executive office is located, or any nation within
which such jurisdiction is located or any political subdivision thereof; or (ii) by reason of any connection between
the jurisdiction imposing such Tax and such Agent or Lender, applicable lending office, branch or affiliate other than a connection
arising solely from such Agent or Lender having executed, delivered or performed its obligations under, or received payment under
or enforced, this Agreement or any Notes, and (b) any Tax imposed by FATCA. For purposes of this definition, the term
“Lender” includes any Issuing Bank.


 


“Exempt Sale
and Leaseback Transaction”: any Sale and Leaseback Transaction (a) in which the sale or transfer of property
occurs within 180 days of the acquisition of such property by the Borrower or any of its Subsidiaries or (b) that involves
property with a book value equal to the greater of $30,000,000 and 8.00% of Four Quarter Consolidated EBITDA (as of the date on
which a legally binding commitment for such Sale and Leaseback Transaction was entered into) or less and is not part of a series
of related Sale and Leaseback Transactions involving property with an aggregate value in excess of such amount and entered into
with a single Person or group of Persons. For purposes of the foregoing, “Sale and Leaseback Transaction” means
any arrangement with any Person providing for the leasing by the Borrower or any of its Subsidiaries of real or personal property
that has been or is to be sold or transferred by the Borrower or any such Subsidiary to such Person or to any other Person to whom
funds have been or are to be advanced by such Person on the security of such property or rental obligations of the Borrower or
such Subsidiary.


 


“Existing Interest
Rate”: as defined in Subsection 2.8(d)(v).


 


“Existing Loans”:
as defined in Subsection 2.10(a).


 


“Existing Revolving
Commitments”: as defined in Subsection 2.10(a).


 


“Existing Revolving
Tranche”: as defined in Subsection 2.10(a).


 


“Existing Term
Loans”: as defined in Subsection 2.10(a).


 


“Existing Term
Tranche”: as defined in Subsection 2.10(a).


 


“Existing Tranche”:
as defined in Subsection 2.10(a).


 




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“Extended Loans”:
as defined in Subsection 2.10(a).


 


“Extended Revolving
Commitments”: as defined in Subsection 2.10(a).


 


“Extended Revolving
Loans”: as defined in Subsection 2.10(a).


 


“Extended Revolving
Tranche”: as defined in Subsection 2.10(a).


 


“Extended Term
Loans”: as defined in Subsection 2.10(a).


 


“Extended Term
Tranche”: as defined in Subsection 2.10(a).


 


“Extended Tranche”:
as defined in Subsection 2.10(a).


 


“Extending Lender”:
as defined in Subsection 2.10(b).


 


“Extension”:
as defined in Subsection 2.10(b).


 


“Extension Amendment”:
as defined in Subsection 2.10(c).


 


“Extension Date”:
as defined in Subsection 2.10(d).


 


“Extension Election”:
as defined in Subsection 2.10(b).


 


“Extension of
Credit”: as to any Lender, the making of an Initial Term Loan (excluding any Supplemental Term Loans being made under
the Initial Term Loan Tranche), a Revolving Loan, a Swing Line Loan or an Incremental Revolving Loan (other than the initial extension
of credit thereunder), and with respect to an Issuing Bank, the issuance of a Letter of Credit or an amendment, renewal or extension
that increases the stated amount of a Letter of Credit.


 


“Extension Request”:
as defined in Subsection 2.10(a).


 


“Extension Request
Deadline”: as defined in Subsection 2.10(b).


 


“Extension Series”:
all Extended Loans or Extended Revolving Commitments, as applicable, that are established pursuant to the same Extension Amendment
(or any subsequent Extension Amendment to the extent such Extension Amendment expressly provides that the Extended Loans or Extended
Revolving Commitments, as applicable, provided for therein are intended to be part of any previously established Extension Series)
and that provide for the same interest margins and amortization schedule.


 


“Facility”:
each of (a) the Initial Term Loan Commitments and the Extensions of Credit made thereunder (the “Initial Term
Loan Facility”), (b) the Initial Revolving Commitments and the Extensions of Credit made thereunder, (c) Incremental
Term Loans of the same Tranche, (d) Incremental Revolving Commitments of the same Tranche and Extensions of Credit
made thereunder, (e) any Extended Term Loans of the same Extension Series, (f) any Extended Revolving Commitments
of the same Extension Series and Extensions of Credit made thereunder, (g) any Specified Refinancing Term Loans of
the same Tranche and (h) any Specified Refinancing Revolving Commitments of the same Tranche and Extensions of Credit
made thereunder, and collectively the “Facilities.”


 




    39


     


    

 


“Fair Market
Value”: with respect to any asset or property, the fair market value of such asset or property as determined in good
faith by senior management of the Borrower or the Board of Directors, whose determination shall be conclusive.


 


“FATCA”:
Sections 1471 through 1474 of the Code as in effect on the Closing Date (and any amended or successor provisions that are substantively
comparable), and any regulations or other administrative authority promulgated thereunder, any agreements entered into pursuant
to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with any of the foregoing and any
fiscal or regulatory legislation, rules or practices adopted pursuant to any such intergovernmental agreement.


 


“Federal District
Court”: as defined in Subsection 11.13(a).


 


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


 


“Fee Letter”:
the Fee Letter, dated as of January 31, 2018, as amended by the letter agreement, dated as of February 15, 2018, among the Borrower,
JPMorgan Chase Bank, N.A., Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc.,
UBS Securities LLC, UBS AG Stamford Branch, Barclays Bank PLC, Goldman Sachs Bank USA, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Bank of America, N.A., Royal Bank of Canada, Jefferies Finance LLC, MUFG Union Bank, N.A., Natixis, New York Branch,
Société Générale, SG Americas Securities, LLC and Crédit Agricole Corporate and Investment Bank.


 


“Financial Covenant
Event of Default”: as defined in Subsection 9.1(c).


 


“Financing Disposition”:
any sale, transfer, conveyance or other disposition of, or creation or incurrence of any Lien on, property or assets (a) by
the Borrower or any Subsidiary thereof to or in favor of any Special Purpose Entity, or by any Special Purpose Subsidiary, in each
case in connection with the Incurrence by a Special Purpose Entity of Indebtedness, or obligations to make payments to the obligor
on Indebtedness, which may be secured by a Lien in respect of such property or assets or (b) by the Borrower or any
Subsidiary thereof to or in favor of any Special Purpose Entity that is not a Special Purpose Subsidiary.


 


“Financing Lease”:
any lease of property, real or personal, the obligations of the lessee in respect of which are required to be capitalized and accounted
for as a financing lease (and not, for the avoidance of doubt, as an operating lease) on the balance sheet of such lessee for financial
reporting purposes in accordance with GAAP. The Stated Maturity of any Financing Lease Obligation shall be the date of the last
payment of rent or any other amount due under the related lease. Notwithstanding anything to the contrary contained in this definition
of “Financing Lease” or elsewhere in this Agreement, in the event of an accounting change requiring leases to be capitalized
on the balance sheet of the lessee that are not required to be so capitalized on the Closing Date, then at the Borrower’s
option, only those leases (assuming for purposes hereof that such leases were in existence on the Closing Date) that would constitute
Financing Leases in conformity with GAAP on the Closing Date shall be considered Financing Leases, and all calculations and deliverables
under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith.


 




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“Financing Lease
Obligation”: an obligation under any Financing Lease.


 


“FIRREA”:
the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended from time to time.


 


“First Lien
Obligations”: (i) the Cash Flow Facilities Obligations and (ii) the Additional Obligations, Permitted
Debt Exchange Notes, Rollover Indebtedness and Refinancing Indebtedness in respect of the Indebtedness described in this clause
(ii) (other than any such Additional Obligations, Permitted Debt Exchange Notes, Rollover Indebtedness and Refinancing Indebtedness
that are unsecured or secured by a Lien ranking junior to the Lien securing the Cash Flow Facilities Obligations) secured by a
first priority security interest in the Cash Flow Priority Collateral and a second priority security interest in the ABL Priority
Collateral, collectively.


 


“first priority”:
with respect to any Lien purported to be created in any Collateral pursuant to any Security Document, that such Lien is the most
senior Lien to which such Collateral is subject (subject to Liens permitted hereunder (including Permitted Liens) applicable to
such Collateral which have priority over the respective Liens on such Collateral created pursuant to the relevant Security Document
(or, in the case of Collateral constituting Pledged Stock (as defined in the Guarantee and Collateral Agreement), Permitted Liens
of the type described in clauses (a), (k)(4) (other than subclause (z)), (l), (m), (n), (p)(1), (s) and, solely with respect to
Permitted Liens described in the foregoing clauses, (o) of the definition thereof)). For purposes of this definition, a Lien purported
to be created in any Collateral pursuant to any Security Document will be construed as the “most senior Lien” to which
such Collateral is subject, notwithstanding the existence of a Permitted Lien on the Collateral that is pari passu with
the Lien on such Collateral, so long as such Permitted Lien is subject to the terms of the ABL/Cash Flow Intercreditor Agreement
or an Other Intercreditor Agreement.


 


“Fiscal Month”:
each monthly accounting period of the Borrower calculated in accordance with the fiscal calendar of the Borrower.


 


“Fiscal Quarter”:
for any fiscal year, (x) for the first three Fiscal Quarters, each 13-week fiscal period commencing on the day immediately
following the last day of the previous Fiscal Quarter and ending on the Saturday of the last week of such Fiscal Quarter and (y)
for the fourth Fiscal Quarter, the fiscal period commencing on the day immediately following the last day of the previous Fiscal
Quarter and ending on December 31, or as otherwise designated by the Borrower in accordance with Subsection 7.12.


 




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“Fixed GAAP
Date”: the Closing Date; provided that at any time after the Closing Date, the Borrower may by written notice
to the Administrative Agent elect to change the Fixed GAAP Date to be the date specified in such notice, and upon such notice,
the Fixed GAAP Date shall be such date for all periods beginning on and after the date specified in such notice.


 


“Fixed GAAP
Terms”: (a) the definitions of the terms “Borrowing Base”, “Capital Expenditures”,
“Consolidated Coverage Ratio”, “Consolidated EBITDA”, “Consolidated Interest Expense”, “Consolidated
Net Income”, “Consolidated Secured Indebtedness”, “Consolidated Secured Leverage Ratio”, “Consolidated
Tangible Assets”, “Consolidated Total Indebtedness”, “Consolidated Total Leverage Ratio”, “Consolidated
Working Capital”, “Consolidation”, “Domestic Borrowing Base”, “Excess Cash Flow”, “Foreign
Borrowing Base”, “Four Quarter Consolidated EBITDA”, “Inventory” and “Receivable”, (b) all
defined terms in this Agreement to the extent used in or relating to any of the foregoing definitions, and all ratios and computations
based on any of the foregoing definitions, and (c) any other term or provision of this Agreement or the Loan Documents
that, at the Borrower’s election, may be specified by the Borrower by written notice to the Administrative Agent from time
to time.


 


“Flood Insurance
Laws”: collectively, (i) the National Flood Insurance Reform Act of 1994 (which comprehensively revised the
National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor
statute thereto, (ii) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto
and (iii) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.


 


“Foreign Borrowing
Base”: the sum of (1) 90.0% of the book value of Inventory of the Borrower’s Foreign Subsidiaries that
are Restricted Subsidiaries, (2) 90.0% of the book value of Receivables of the Borrower’s Foreign Subsidiaries
that are Restricted Subsidiaries and (3) cash, Cash Equivalents and Temporary Cash Investments of the Borrower’s Foreign
Subsidiaries that are Restricted Subsidiaries (in each case, determined as of the end of the most recently ended Fiscal Month of
the Borrower for which internal consolidated financial statements of the Borrower are available, and, in the case of any determination
relating to any Incurrence of Indebtedness, on a pro forma basis including (x) any property or assets of a type described
above acquired since the end of such Fiscal Month and (y) any property or assets of a type described above being acquired
in connection therewith).


 


“Foreign Pension
Plan”: a registered pension plan which is subject to applicable pension legislation other than ERISA or the Code, which
a Restricted Subsidiary sponsors or maintains, or to which it makes or is obligated to make contributions.


 


“Foreign Plan”:
each Foreign Pension Plan, deferred compensation or other retirement or superannuation plan, fund, program, agreement, commitment
or arrangement whether oral or written, funded or unfunded, sponsored, established, maintained or contributed to, or required to
be contributed to, or with respect to which any liability is borne, outside the United States of America, by the Borrower or any
of its Restricted Subsidiaries, other than any such plan, fund, program, agreement or arrangement sponsored by a Governmental Authority.


 




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“Foreign Subsidiary”:
any Subsidiary of the Borrower (a) that is organized under the laws of any jurisdiction outside of the United States
of America and any Subsidiary of such Foreign Subsidiary or (b) that is a Foreign Subsidiary Holdco. Any subsidiary
of the Borrower which is organized and existing under the laws of Puerto Rico or any other territory of the United States of America
shall be a Foreign Subsidiary.


 


“Foreign Subsidiary
Holdco”: any Restricted Subsidiary of the Borrower, so long as such Restricted Subsidiary has no material assets other
than securities or indebtedness of one or more Foreign Subsidiaries (or Subsidiaries thereof), intellectual property relating to
such Foreign Subsidiaries (or Subsidiaries thereof), and/or other assets (including cash, Cash Equivalents and Temporary Cash Investments)
relating to an ownership interest in any such securities, indebtedness, intellectual property or Subsidiaries. Any Subsidiary which
is a Foreign Subsidiary Holdco that fails to meet the foregoing requirements as of the last day of the period for which consolidated
financial statements of the Borrower are available shall continue to be deemed a “Foreign Subsidiary Holdco” hereunder
until the date that is 60 days following the date on which such annual or quarterly financial statements were required to be delivered
pursuant to Subsection 7.1 with respect to such period.


 


“Four Quarter
Consolidated EBITDA”: as of any date of determination, the aggregate amount of Consolidated EBITDA for the period of
the most recent four consecutive Fiscal Quarters of the Borrower ending prior to the date of such determination for which consolidated
financial statements of the Borrower are available (determined for any fiscal quarter (or portion thereof) ending prior to the
Closing Date, on a pro forma basis to give effect to the Transactions as if they had occurred at the beginning of such four quarter
period), provided that:


 


(1)         if,
since the beginning of such period, the Borrower or any Restricted Subsidiary shall have made a Sale (including any Sale occurring
in connection with a transaction causing a calculation to be made hereunder), the Consolidated EBITDA for such period shall be
reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the company, business, group of assets or Subsidiary
that are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable
thereto for such period;


 


(2)         if,
since the beginning of such period, the Borrower or any Restricted Subsidiary (by merger, consolidation or otherwise) shall have
made a Purchase (including any Purchase occurring in connection with a transaction causing a calculation to be made hereunder),
Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such Purchase occurred on the
first day of such period; and


 


(3)         if,
since the beginning of such period, any Person became a Restricted Subsidiary or was merged or consolidated with or into the Borrower
or any Restricted Subsidiary, and since the beginning of such period such Person shall have made any Sale or Purchase that would
have required an adjustment pursuant to clause (1) or (2) above if made by the Borrower or a Restricted Subsidiary since the beginning
of such period, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such Sale or
Purchase occurred on the first day of such period.


 




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For purposes of this
definition, whenever pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income or earnings
relating thereto, the pro forma calculations in respect thereof (including, without limitation, in respect of anticipated cost
savings or synergies relating to any such Sale, Purchase or other transaction) shall be as determined in good faith by the Chief
Financial Officer or another authorized Officer of the Borrower, which determination shall be conclusive; provided that
with respect to cost savings or synergies relating to any Sale, Purchase or other transaction, the related actions are expected
by the Borrower to be taken no later than 18 months after the date of determination.


 


“Funded Debt”:
all Indebtedness of the Borrower and the Restricted Subsidiaries for borrowed money that matures more than one year from the date
of its creation or matures within one year from such date that is renewable or extendable, at the option of the Borrower or any
Restricted Subsidiary, to a date more than one year from such date or arises under a revolving credit or similar agreement that
obligates the lender or lenders to extend credit during a period of more than one year from such date, including all amounts of
such debt required to be paid or prepaid within one year from the date of its creation and, in the case of the Borrower, Indebtedness
in respect of the Term Loans.


 


“GAAP”:
generally accepted accounting principles in the United States of America as in effect on the Fixed GAAP Date (for purposes of the
Fixed GAAP Terms) and as in effect from time to time (for all other purposes of this Agreement), including those set forth in the
opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by
a significant segment of the accounting profession, and subject to the following sentence. If at any time the SEC permits or requires
U.S. domiciled companies subject to the reporting requirements of the Exchange Act to use IFRS in lieu of GAAP for financial reporting
purposes, the Borrower may elect by written notice to the Administrative Agent to so use IFRS in lieu of GAAP and, upon any such
notice, references herein to GAAP shall thereafter be construed to mean (a) for periods beginning on and after the
date specified in such notice, IFRS as in effect on the date specified in such notice (for purposes of the Fixed GAAP Terms) and
as in effect from time to time (for all other purposes of this Agreement) and (b) for prior periods, GAAP as defined
in the first sentence of this definition. All ratios and computations based on GAAP contained in this Agreement shall be computed
in conformity with GAAP.


 


“GGC Expense
Reimbursement Agreement”: the Expense Reimbursement Agreement, to be dated as of the Business Day immediately following
the Closing Date, by and among Topco, Atrium W&D, Ply Gem Industries and Golden Gate, pursuant to which Golden Gate shall be
entitled to expense reimbursement from Topco, Atrium W&D and Ply Gem Industries for certain consulting services, as the same
may be amended, supplemented, waived or otherwise modified from time to time so long as such amendment, supplement, waiver or modification
complies with this Agreement (including Subsection 8.5 (for the avoidance of doubt, other than by reason of Subsection
8.5(b)(vii))).


 




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“GGC Indemnification
Agreement”: the Indemnification Agreement, to be dated as of the Business Day immediately following the Closing Date,
by and among Topco, Atrium W&D, Ply Gem Industries, certain GGC Investors and Golden Gate and the other parties thereto, as
the same may be amended, supplemented, waived or otherwise modified from time to time.


 


“GGC Investors”:
collectively, (i) Atrium Intermediate Holdings, (ii) Atrium Window Holdings, LLC, a Delaware limited liability
company, and any successor in interest thereto, (iii) Atrium Window Parent, LLC, a Delaware limited liability company,
and any successor in interest thereto, (iv) GGC Atrium Window Holdings, LLC, a Delaware limited liability company,
and any successor in interest thereto, (v) GGC BP Holdings, LLC, a Delaware limited liability company, and any successor
in interest thereto, (vi) GGC Opportunity Fund, LP, and any successor in interest thereto, (vii) GGC Opportunity
Fund-A, LP, and any successor in interest thereto, (viii) GGCOF Executive Co-Invest, LP, and any successor in interest thereto,
(ix) GGCOF IRA Co-Invest, LP, and any successor in interest thereto, (x) GGCOF Co-Invest LP, and any successor in
interest thereto, (xi) GGC Finance Partnership, LP, and any successor in interest thereto, (xii) GGC Unlevered Credit
Opportunities, LLC, and any successor in interest thereto, (xiii) Golden Gate Capital Management, L.L.C., and any successor
in interest thereto, (xiv) Golden Gate Capital Management II, L.L.C., and any successor in interest thereto, (xv) Golden
Gate Private Equity, Inc., and any successor in interest thereto, (xvi) GGC Opportunity Fund Management GP, Ltd., and
any successor in interest thereto and (xvii) any Affiliate of any GGC Investor identified in clauses (i) through (xvi) of
this definition.


 


“Golden Gate”:
Golden Gate Private Equity, Inc. and any successor in interest thereto.


 


“Governmental
Authority”: the government of the United States or any other nation, or of any political subdivision thereof, whether
state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supranational
bodies such as the European Union or the European Central Bank).


 


“Guarantee”:
any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other obligation
of any other Person; provided that the term “Guarantee” shall not include endorsements for collection or deposit
in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.


 


“Guarantee and
Collateral Agreement”: the Cash Flow Guarantee and Collateral Agreement delivered to the Collateral Agent as of the Closing
Date, substantially in the form of Exhibit B hereto, as the same may be amended, supplemented, waived or otherwise modified
from time to time.


 




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“Guarantee Obligation”:
as to any Person (the “guaranteeing person”), any obligation of (a) the guaranteeing person or (b) another
Person (including any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued a reimbursement,
counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends
or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”)
in any manner, whether directly or indirectly, including any such obligation of the guaranteeing person, whether or not contingent,
(i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to
advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain
working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor,
(iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure
or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that
the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of
business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an
amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made
and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument
embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may
be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s
maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith, which determination shall
be conclusive.


 


“Guarantor Subordinated
Obligations”: with respect to a Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether outstanding
on the Closing Date or thereafter Incurred) that is expressly subordinated in right of payment to the obligations of such Subsidiary
Guarantor under its Subsidiary Guaranty pursuant to a written agreement.


 


“Guarantors”:
the collective reference to Holdings (or any Successor Holding Company in respect thereof pursuant to and as defined in Subsection
9.16(e) of the Guarantee and Collateral Agreement) (unless and until Holdings is released from all of its obligations pursuant
to Subsection 9.16(h) of the Guarantee and Collateral Agreement) and each Subsidiary Guarantor; individually, a “Guarantor.”


 


“Hedge Agreements”:
collectively, Interest Rate Agreements, Currency Agreements and Commodities Agreements.


 


“Hedging Obligations”:
as to any Person, the obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement or Commodities Agreement.


 


“Holdings”:
Pisces Holdings, Inc., a Delaware corporation, and any successor in interest thereto.


 


“Identified
Participating Lenders”: as defined in Subsection 4.4(l)(iii)(3).


 


“Identified
Qualifying Lenders”: as defined in Subsection 4.4(l)(iv)(3).


 


“IFRS”:
International Financial Reporting Standards and applicable accounting requirements set by the International Accounting Standards
Board or any successor thereto (or the Financial Accounting Standards Board, the Accounting Principles Board of the American Institute
of Certified Public Accountants, or any successor to either such board, or the SEC, as the case may be), as in effect from time
to time.


 




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“Immaterial
Subsidiary”: any Subsidiary of the Borrower designated as such in writing by the Borrower to the Administrative Agent
that (i) (x) contributed 5.0% or less of Consolidated EBITDA for the period of the most recent four consecutive
Fiscal Quarters ending prior to the date of such determination for which consolidated financial statements of the Borrower are
available, and (y) had consolidated assets representing 5.0% or less of Consolidated Tangible Assets as of the end
of the most recently ended financial period for which consolidated financial statements of the Borrower are available; and (ii) together
with all other Immaterial Subsidiaries designated pursuant to the preceding clause (i), (x) contributed 5.0% or less
of Consolidated EBITDA for the period of the most recent four consecutive Fiscal Quarters ending prior to the date of such determination
for which consolidated financial statements of the Borrower are available, and (y) had consolidated assets representing
5.0% or less of Consolidated Tangible Assets as of the end of the most recently ended financial period for which consolidated financial
statements of the Borrower are available. Any Subsidiary so designated as an Immaterial Subsidiary that fails to meet the foregoing
requirements as of the last day of the period of the most recent four consecutive Fiscal Quarters for which consolidated financial
statements of the Borrower are available shall continue to be deemed an “Immaterial Subsidiary” hereunder until the
date that is 60 days following the date on which such annual or quarterly financial statements were required to be delivered pursuant
to Subsection 7.1(a) or 7.1(b) with respect to such period.


 


“Increase Supplement”:
as defined in Subsection 2.8(c).


 


“Increased Amount”:
as defined in Subsection 2.8(d)(v).


 


“Incremental
Commitment Amendment”: as defined in Subsection 2.8(d).


 


“Incremental
Commitments”: as defined in Subsection 2.8(a).


 


“Incremental
Indebtedness”: Indebtedness Incurred by the Borrower pursuant to and in accordance with Subsection 2.8.


 


“Incremental
Lenders”: as defined in Subsection 2.8(b).


 


“Incremental
Letter of Credit Commitments”: as defined in Subsection 2.8(a).


 


“Incremental
Loans”: as defined in Subsection 2.8(d).


 


“Incremental
Revolving Commitments”: as defined in Subsection 2.8(a).


 


“Incremental
Revolving Loans”: any loans drawn under an Incremental Revolving Commitment.


 


“Incremental
Term Loan”: any Incremental Loan made pursuant to an Incremental Term Loan Commitment.


 




    47


     


    

 


“Incremental
Term Loan Commitments”: as defined in Subsection 2.8(a).


 


“Incur”:
issue, assume, enter into any Guarantee of, incur or otherwise become liable for; and the terms “Incurs”, “Incurred”
and “Incurrence” shall have a correlative meaning; provided that any Indebtedness or Capital Stock of
a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall
be deemed to be Incurred by such Subsidiary at the time it becomes a Subsidiary. Accrual of interest, the accretion of accreted
value, the payment of interest in the form of additional Indebtedness, and the payment of dividends on Capital Stock constituting
Indebtedness in the form of additional shares of the same class of Capital Stock, will be deemed not to be an Incurrence of Indebtedness.
Any Indebtedness issued at a discount (including Indebtedness on which interest is payable through the issuance of additional Indebtedness)
shall be deemed Incurred at the time of original issuance of the Indebtedness at the initial accreted amount thereof.


 


“Indebtedness”:
with respect to any Person on any date of determination (without duplication):


 


(i)          the
principal of indebtedness of such Person for borrowed money;


 


(ii)         the
principal of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;


 


(iii)        all
reimbursement obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments
(the amount of such obligations being equal at any time to the aggregate then undrawn and unexpired amount of such letters of credit,
bankers’ acceptances or other instruments plus the aggregate amount of drawings thereunder that have not then been reimbursed)
(except to the extent such reimbursement obligations relate to Trade Payables and such obligations are expected to be satisfied
within 30 days of becoming due and payable);


 


(iv)        the
principal component of all obligations of such Person to pay the deferred and unpaid purchase price of property (except Trade Payables),
which purchase price is due more than one year after the date of placing such property in final service or taking final delivery
and title thereto;


 


(v)         all
Financing Lease Obligations of such Person;


 


(vi)        the
redemption, repayment or other repurchase amount of such Person with respect to any Disqualified Stock of such Person or (if such
Person is a Subsidiary of the Borrower other than a Subsidiary Guarantor) any Preferred Stock of such Subsidiary, but excluding,
in each case, any accrued dividends (the amount of such obligation to be equal at any time to the maximum fixed involuntary redemption,
repayment or repurchase price for such Capital Stock, or if less (or if such Capital Stock has no such fixed price), to the involuntary
redemption, repayment or repurchase price therefor calculated in accordance with the terms thereof as if then redeemed, repaid
or repurchased, and if such price is based upon or measured by the fair market value of such Capital Stock, such fair market value
shall be as determined in good faith by senior management of the Borrower, the Board of Directors of the Borrower or the Board
of Directors of the issuer of such Capital Stock, in each case which determination shall be conclusive);


 




    48


     


    

 


(vii)       all
Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such
Person; provided that the amount of Indebtedness of such Person shall be the lesser of (A) the fair market value
of such asset at such date of determination (as determined in good faith by the Borrower, which determination shall be conclusive)
and (B) the amount of such Indebtedness of such other Persons;


 


(viii)      all
Guarantees by such Person of Indebtedness of other Persons, to the extent so Guaranteed by such Person; and


 


(ix)         to
the extent not otherwise included in this definition, net Hedging Obligations of such Person (the amount of any such obligation
to be equal at any time to the termination value of such agreement or arrangement giving rise to such Hedging Obligation that would
be payable by such Person at such time);


 


provided that,
unless the obligations under a Vendor Financing Arrangement are secured by a Lien on the Collateral (excluding, for the avoidance
of doubt, security in the form of cash collateral or letters of credit) ranking pari passu with the Liens securing the Cash Flow
Facilities Obligations, for all purposes under this Agreement, Indebtedness shall not include any obligations whatsoever in respect
of Vendor Financing Arrangements except to the extent that such obligations constituting Indebtedness exceed $35,000,000 in the
aggregate at any time outstanding; provided further, Indebtedness shall not include (t) obligations arising under
or in connection with the Ply Gem Tax Receivable Agreement, (u) any liability for federal, state, local or other taxes owed
or owing to any government or other taxing authority, (v) purchase price holdbacks in respect of a portion of the purchase
price of an asset to satisfy warranty or other unperformed obligations of the respective seller, (w) obligations, to the
extent such obligations constitute Indebtedness, under any agreement that has been defeased or satisfied and discharged pursuant
to the terms of such agreement, (x) Contingent Obligations incurred in the ordinary course of business or consistent
with past practice, (y) in connection with the purchase by the Borrower or any Restricted Subsidiary of any business,
any post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final
closing balance sheet or such payment depends on the performance of such business after the closing; provided, however,
that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes
fixed and determined, the amount is paid in a timely manner or (z) for the avoidance of doubt, any obligations or liabilities
which would be required to be classified and accounted for as an operating lease for financial reporting purposes in accordance
with GAAP as of the Closing Date.


 


The amount of Indebtedness
of any Person at any date shall be determined as set forth above or as otherwise provided for in this Agreement, or otherwise shall
equal the amount thereof that would appear as a liability on a balance sheet of such Person (excluding any notes thereto) prepared
in accordance with GAAP.


 




    49


     


    

 


“Indemnified
Liabilities”: as defined in Subsection 11.5(d).


 


“Indemnitee”:
as defined in Subsection 11.5(d).


 


“Initial Agreement”:
as defined in Subsection 8.3(c).


 


“Initial Default”:
as defined in Subsection 1.2(c).


 


“Initial Lien”:
as defined in Subsection 8.6.


 


“Initial Revolving
Commitment”: as to any Lender, its obligation to make Initial Revolving Loans to, and/or make or participate in Swing
Line Loans made to, and/or issue or participate in Letters of Credit issued on behalf of, the Borrower in an aggregate amount not
to exceed at any one time outstanding the amount set forth opposite such Lender’s name in Schedule A under the heading
“Initial Revolving Commitment” or, in the case of any Lender that is an Assignee, the amount of the assigning Lender’s
Initial Revolving Commitment assigned to such Assignee pursuant to Subsection 11.6(b) (in each case as such amount
may be adjusted from time to time as provided herein); collectively, as to all the Lenders, the “Initial Revolving Commitments.”
The original amount of the aggregate Initial Revolving Commitments of the Lenders is $115,000,000.


 


“Initial Revolving
Commitment Period”: the period from and including the Closing Date to but not including the Initial Revolving Maturity
Date, or such earlier date as the Initial Revolving Commitments shall terminate as provided herein.


 


“Initial Revolving
Loans”: as defined in Subsection 2.1(b).


 


“Initial Revolving
Maturity Date”: April 12, 2023.


 


“Initial Term
Loan”: as defined in Subsection 2.1(a).


 


“Initial Term
Loan Commitment”: as to any Lender, its obligation to make Initial Term Loans to the Borrower pursuant to Subsection
2.1(a) in an aggregate amount not to exceed at any one time outstanding the amount set forth opposite such Lender’s name
in Schedule A under the heading “Initial Term Loan Commitment”; collectively, as to all the Lenders, the “Initial
Term Loan Commitments.” The original aggregate amount of the Initial Term Loan Commitments on the Closing Date is $1,755,000,000.


 


“Initial Term
Loan Facility”: as defined in the definition of “Facility.”


 


“Initial Term
Loan Maturity Date”: April 12, 2025.


 


“Insolvency”:
with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.


 


“Installment
Date”: as defined in Subsection 2.2(b).


 


“Intellectual
Property”: as defined in Subsection 5.9.


 




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“Intercreditor
Agreement Supplement”: as defined in Subsection 10.8(a).


 


“Interest Payment
Date”: (a) as to any ABR Loan or Canadian Prime Rate Loan, the last Business Day of each Fiscal Quarter to
occur while such Loan is outstanding, and the final maturity date of such Loan, (b) as to any Eurodollar Loan or BA
Equivalent Loan having an Interest Period of three months or less, the last day of such Interest Period, and (c) as
to any Eurodollar Loan or BA Equivalent Loan having an Interest Period longer than three months, (i) each day which
is three months, or a whole multiple thereof, after the first day of such Interest Period and (ii) the last day of
such Interest Period.


 


“Interest Period”:
with respect to any Eurodollar Loan or BA Equivalent Loan:


 


(a)          initially,
the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan or BA Equivalent
Loan and ending (x) one, two, three or six months (or if agreed to by each affected Lender, 12 months or a shorter
period) thereafter or (y) on the last day of the first Fiscal Quarter ending after the Closing Date, as selected by
the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and


 


(b)          thereafter,
each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan or BA Equivalent
Loan and ending one, two, three or six months (or if agreed to by each affected Lender, 12 months or a shorter period) thereafter,
as selected by the Borrower by irrevocable notice to the Administrative Agent not less than three Business Days (or such shorter
period as may be agreed by the Administrative Agent in its reasonable discretion) prior to the last day of the then current Interest
Period with respect thereto; provided that all of the foregoing provisions relating to Interest Periods are subject to the
following:


 


(i)          if
any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month
in which event such Interest Period shall end on the immediately preceding Business Day;


 


(ii)         any
Interest Period that would otherwise extend beyond the applicable Maturity Date shall (for all purposes other than Subsection
4.12) end on the applicable Maturity Date;


 


(iii)        any
Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month; and


 


(iv)        the
Borrower shall select Interest Periods so as not to require a scheduled payment of any Eurodollar Loan or BA Equivalent Loan during
an Interest Period for such Eurodollar Loan or BA Equivalent Loan.


 




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“Interest Rate
Agreement”: with respect to any Person, any interest rate protection agreement, future agreement, option agreement, swap
agreement, cap agreement, collar agreement, hedge agreement or other similar agreement or arrangement (including derivative agreements
or arrangements), as to which such Person is a party or a beneficiary.


 


“Interpolated
Screen Rate”: in relation to the LIBOR Rate for any Loan, the rate which results from interpolating on a linear basis
between: (a) the rate appearing on the ICE Benchmark Administration page (or on any successor or substitute page of
such service) for the longest period (for which that rate is available) which is less than the Interest Period and (b) the
rate appearing on the ICE Benchmark Administration page (or on any successor or substitute page of such service) for the shortest
period (for which that rate is available) which exceeds the Interest Period, each as of approximately 11:00 A.M., London time,
two Business Days prior to the commencement of such Interest Period.


 


“Inventory”:
goods held for sale, lease or use by a Person in the ordinary course of business, net of any reserve for goods that have been segregated
by such Person to be returned to the applicable vendor for credit, as determined in accordance with GAAP.


 


“Investment”:
in any Person by any other Person, any direct or indirect advance, loan or other extension of credit (other than to customers,
dealers, licensees, franchisees, suppliers, consultants, directors, officers or employees of any Person in the ordinary course
of business) or capital contribution (by means of any transfer of cash or other property to others or any payment for property
or services for the account or use of others) to, or any purchase or acquisition of Capital Stock, Indebtedness or other similar
instruments issued by, such Person. For purposes of the definition of “Unrestricted Subsidiary” and Subsection 8.2
only, (i) “Investment” shall include the portion (proportionate to the Borrower’s equity interest
in such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the Borrower at the time that such Subsidiary
is designated an Unrestricted Subsidiary, provided that upon a redesignation of such Subsidiary as a Restricted Subsidiary,
the Borrower shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount
(if positive) equal to (x) the Borrower’s “Investment” in such Subsidiary at the time of such redesignation
less (y) the portion (proportionate to the Borrower’s equity interest in such Subsidiary) of the Fair Market
Value of the net assets of such Subsidiary at the time of such redesignation, (ii) any property transferred to or from
an Unrestricted Subsidiary shall be valued at its fair market value (as determined in good faith by the Borrower, which determination
shall be conclusive) at the time of such transfer and (iii) for purposes of Subsection 8.2(a)(3)(C), the amount
resulting from the redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be the Fair Market Value of the
Investment in such Unrestricted Subsidiary at the time of such redesignation. Guarantees shall not be deemed to be Investments.
The amount of any Investment outstanding at any time shall be the original cost of such Investment, reduced (at the Borrower’s
option) by any dividend, distribution, interest payment, return of capital, repayment or other amount or value received in respect
of such Investment; provided that to the extent that the amount of Restricted Payments outstanding at any time pursuant
to Subsection 8.2(a) is so reduced by any portion of any such amount or value that would otherwise be included in the calculation
of Consolidated Net Income, such portion of such amount or value shall not be so included for purposes of calculating the amount
of Restricted Payments that may be made pursuant to Subsection 8.2(a).


 




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“Investment
Company Act”: the Investment Company Act of 1940, as amended from time to time.


 


“Investment
Grade Rating”: a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent)
by S&P, or any equivalent rating by any other Rating Agency.


 


“Investment
Grade Securities”: (i) securities issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof (other than Cash Equivalents); (ii) debt securities or debt instruments
with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Borrower
and its Subsidiaries; (iii) investments in any fund that invests exclusively in investments of the type described in
clauses (i) and (ii) above, which fund may also hold cash pending investment or distribution; and (iv) corresponding
instruments in countries other than the United States customarily utilized for high quality investments.


 


“Investor Partnership”:
any partnership or other entity through which one or more CD&R Investors and GGC Investors, directly or indirectly, hold their
equity interests in Topco.


 


“Investors”:
as defined in the definition of “Equity Contribution”.


 


“ISP”:
the International Standby Practices (1998), International Chamber of Commerce Publication No. 590.


 


“Issuer Documents”:
with respect to any Letter of Credit, the Letter of Credit Request and any other document, agreement and instrument entered into
by the applicable Issuing Bank and the applicable Loan Party (or any Restricted Subsidiary) or in favor of such Issuing Bank and
relating to such Letter of Credit.


 


“Issuing Bank”:
as the context may require, (a) each of JPMorgan Chase Bank, N.A., Deutsche Bank AG New York Branch, UBS AG, Stamford
Branch, Barclays Bank PLC, Goldman Sachs Bank USA, Bank of America, N.A., Royal Bank of Canada, Jefferies Finance LLC, MUFG Union
Bank, N.A., Natixis, New York Branch, Société Générale and Crédit Agricole Corporate and Investment
Bank, or any Affiliate of any of the foregoing, in its capacity as issuer of any Letter of Credit hereunder, or (b) any
other Lender that may become an Issuing Bank under Subsection 2.6(i). It is understood and agreed that Jefferies Finance
LLC will cause Letters of Credit to be issued by unaffiliated financial institutions and such Letters of Credit shall be treated
as issued by Jefferies Finance LLC for all purposes under the Loan Documents.


 


“Judgment Conversion
Date”: as defined in Subsection 11.8(a).


 


“Judgment Currency”:
as defined in Subsection 11.8(a).


 




    53


     


    

 


“Junior Capital”:
collectively, any Indebtedness of any Parent Entity or the Borrower that (i) is not secured by any asset of the Borrower
or any Restricted Subsidiary, (ii) is expressly subordinated to the prior payment in full of the Cash Flow Facilities
Obligations hereunder on terms consistent with those for senior subordinated high yield debt securities issued by U.S. companies
sponsored by CD&R (as determined in good faith by the Borrower, which determination shall be conclusive), (iii) has
a final maturity date that is not earlier than, and provides for no scheduled payments of principal prior to, the date that is
91 days after the Initial Term Loan Maturity Date (other than through conversion or exchange of any such Indebtedness for Capital
Stock (other than Disqualified Stock) of the Borrower, Capital Stock of any Parent Entity or any other Junior Capital), (iv) has
no mandatory redemption or prepayment obligations other than (a) obligations that are subject to the prior payment
in full in cash of the Term Loans and (b) pursuant to an escrow or similar arrangement with respect to the proceeds
of such Junior Capital and (v) does not require the payment of cash interest until the date that is 91 days after the
Initial Term Loan Maturity Date.


 


“Junior Debt”:
(i) the Senior Notes (and Refinancing Indebtedness in respect thereof Incurred pursuant to Subsection 8.1(b)(xiv))
and (ii) any Subordinated Obligations and Guarantor Subordinated Obligations.


 


“Junior Lien
Intercreditor Agreement”: an intercreditor agreement substantially in the form of Exhibit J-2 to be entered into
as required by the terms hereof, as amended, supplemented, waived or otherwise modified from time to time.


 


“Kenner”:
Kenner & Company, Inc. and any successor in interest thereto.


 


“Kenner Investors”:
collectively, (i) KWC Holdings, L.P., a Delaware limited partnership, and any successor in interest thereto and (ii)
any Affiliate of any Kenner Investor identified in clause (i) of this definition.


 


“L/C Commitment
Amount”: $25,000,000.


 


“L/C Commitment
Amount Individual Sublimit”: (i) for each of the Issuing Banks party hereto on the Closing Date, the amount
set forth in the schedule below next to such Issuing Bank’s name and (ii) for Issuing Banks added pursuant to
Subsection 2.6(i), an amount agreed between the Borrower and such Issuing Bank, in each case as such amount may be
increased as agreed in writing between the applicable Issuing Bank and the Borrower.


 


	Issuing Bank	 	L/C Commitment Amount
 Individual Sublimit	 
	JPMorgan Chase Bank, N.A.	 	$	2,500,000.00	 
	Deutsche Bank AG New York Branch	 	$	2,500,000.00	 
	UBS AG, Stamford Branch	 	$	2,500,000.00	 
	Barclays Bank PLC	 	$	2,500,000.00	 
	Goldman Sachs Bank USA	 	$	2,500,000.00	 
	Bank of America, N.A.	 	$	2,500,000.00	 
	Royal Bank of Canada	 	$	2,500,000.00	 
	Jefferies Finance LLC	 	$	1,500,000.00	 
	MUFG Union Bank, N.A.	 	$	1,500,000.00	 
	Natixis, New York Branch	 	$	1,500,000.00	 
	Société Générale	 	$	1,500,000.00	 
	Crédit Agricole Corporate and Investment Bank	 	$	1,500,000.00	 
	Total	 	$	25,000,000.00	 



 




    54


     


    

 


“L/C Disbursement”:
as defined in Subsection 2.6(d)(i).


 


“L/C Facing
Fee”: as defined in Subsection 2.6(c)(i).


 


“L/C Fee Payment
Date”: with respect to any Letter of Credit, the last Business Day of each Fiscal Quarter to occur after the date of
issuance thereof to and including the first such day to occur on or after the date of expiry thereof.


 


“L/C Obligations”:
at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then-outstanding
Letters of Credit (including, without limitation, in the case of outstanding Letters of Credit in any Designated Foreign Currency,
the Dollar Equivalent of the aggregate then undrawn and unexpired amount thereof) and (b) the aggregate amount of drawings
under Letters of Credit which have not then been reimbursed pursuant to Subsection 2.6(e) (including, without limitation,
in the case of Letters of Credit in any Designated Foreign Currency, the Dollar Equivalent of the unreimbursed aggregate amount
of drawings thereunder, to the extent that such amount has not been converted into Dollars in accordance with Subsection 2.6(e)).


 


“L/C Participants”:
the collective reference to all the Lenders other than the applicable Issuing Bank.


 


“LCT Election”:
as defined in Subsection 1.2(j).


 


“LCT Test Date”:
as defined in Subsection 1.2(j).


 


“Lead Arrangers”:
JPMorgan Chase Bank, N.A., Deutsche Bank Securities Inc., UBS Securities LLC, Barclays Bank PLC, Goldman Sachs Bank USA, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Royal Bank of Canada, Jefferies Finance LLC, MUFG Union Bank, N.A., Natixis, New
York Branch, SG Americas Securities, LLC and Crédit Agricole Corporate and Investment Bank.


 




    55


     


    

 


“Lender Default”:
(a) the refusal (which may be given verbally or in writing and has not been retracted) or failure of any Lender (including
any Agent in its capacity as Lender) to make available its portion of any incurrence of Loans or Reimbursement Obligations, which
refusal or failure is not cured within two Business Days after the date of such refusal or failure, (b) the failure
of any Lender (including any Agent in its capacity as Lender) to pay over to the Administrative Agent, the Swing Line Lender, any
Issuing Bank or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when
due, unless the subject of a good faith dispute, (c) a Lender (including any Agent in its capacity as Lender) has notified
the Borrower or the Administrative Agent that it does not intend to comply with its funding obligations hereunder, (d) a
Lender (including any Agent in its capacity as Lender) has failed, within 10 Business Days after request by the Administrative
Agent, to confirm that it will comply with its funding obligations hereunder (provided that such Lender Default pursuant
to this clause (d) shall cease to be a Lender Default upon receipt of such confirmation by the Administrative Agent) or (e) an
Agent or a Lender has admitted in writing that it is insolvent or such Agent or Lender becomes subject to a Lender-Related Distress
Event or Bail-In Action.


 


“Lender Joinder
Agreement”: as defined in Subsection 2.8(c).


 


“Lender-Related
Distress Event”: with respect to any Agent or Lender (each, a “Distressed Person”), a voluntary or
involuntary case with respect to such Distressed Person under any debt relief law, or a custodian, conservator, receiver or similar
official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, or such Distressed
Person makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental
Authority having regulatory authority over such Distressed Person to be, insolvent or bankrupt; provided that a Lender-Related
Distress Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any equity interests in
any Agent or Lender or any person that directly or indirectly controls such Agent or Lender by a Governmental Authority or an instrumentality
thereof; provided, further, that the appointment of an administrator, provisional liquidator, conservator, receiver,
trustee, custodian or other similar official by a supervisory authority or regulator with respect to an Agent or Lender or any
person that directly or indirectly controls such Agent or Lender under the Dutch Financial Supervision Act 2007 (as amended from
time to time and including any successor legislation) shall not be a “Lender-Related Distress Event” with respect to
such Agent or Lender or any person that directly or indirectly controls such Agent or Lender.


 


“Lenders”:
the several lenders from time to time parties to this Agreement together with, in the case of any such lender that is a bank or
financial institution, any affiliate of any such bank or financial institution through which such bank or financial institution
elects, by notice to the Administrative Agent and the Borrower, to make any Loans available to the Borrower, provided that
for all purposes of voting or consenting with respect to (a) any amendment, supplement or modification of or to any
Loan Document, (b) any waiver of any of the requirements of any Loan Document or any Default or Event of Default and
its consequences or (c) any other matter as to which a Lender may vote or consent pursuant to Subsection 11.1,
the bank or financial institution making such election shall be deemed the “Lender” rather than such affiliate,
which shall not be entitled to so vote or consent.


 




    56


     


    

 


“Letter of Credit
Facility”: any facility, in each case with one or more banks or other lenders, institutions or financing providers providing
for letters of credit or bank guarantees, in each case including all agreements, instruments and documents executed and delivered
pursuant to or in connection with any of the foregoing.


 


“Letter of Credit
Request”: a letter of credit request substantially in the form of Exhibit L-2 or in such form as any Issuing
Bank may specify from time to time, requesting the applicable Issuing Bank to open a Letter of Credit, and accompanied by an application
and agreement for the issuance or amendment of a Letter of Credit in such form as such Issuing Bank may reasonably specify from
time to time consistent with the terms hereof (it being understood that in the event of any express conflict, the terms hereof
shall control).


 


“Letters of
Credit”: as defined in Subsection 2.6(a)(i).


 


“Liabilities”:
collectively, any and all claims, obligations, liabilities, causes of action, actions, suits, proceedings, investigations, judgments,
decrees, losses, damages, fees, costs and expenses (including interest, penalties and fees and disbursements of attorneys, accountants,
investment bankers and other professional advisors), in each case whether incurred, arising or existing with respect to third parties
or otherwise at any time or from time to time.


 


“LIBOR Rate”:
with respect to each day during each Interest Period pertaining to a Eurodollar Loan denominated in Dollars or a Designated Foreign
Currency, the rate per annum determined by the Administrative Agent to be:


 


(a)          the
London Interbank Offered Rate for deposits in Dollars or, in the case of Eurodollar Loans denominated in a Designated Foreign Currency,
such Designated Foreign Currency, in each case for a duration equal to or comparable to the duration of such Interest Period which
appear on the relevant Reuters Monitor Money Rates Service page for the applicable currency (being currently (x) with respect
to Dollars, the page designated as “LIBO” and (y) with respect to Euro, the page designated as “EURIBOR01”)
(or such other commercially available source providing quotations of the London Interbank Offered Rates for deposits in Dollars
or the applicable Designated Foreign Currency as may be designated by the Administrative Agent from time to time and as consented
to by the Borrower) at or about 11:00 A.M. (London time) two London Business Days before the first day of such Interest Period
(or in the case of Sterling on such first day);


 


(b)          if
no such page (or other source) is available, the Interpolated Screen Rate; or


 




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(c)          if
no such page (or other source) is available and it is not possible to calculate an Interpolated Screen Rate for the applicable
Loan, (x) the arithmetic mean of the rates per annum as supplied to the Administrative Agent at its request quoted
by the Reference Banks to leading banks in the London interbank market two London Business Days before the first day of such Interest
Period for deposits in Dollars or the applicable Designated Foreign Currency of a duration equal to the duration of such Interest
Period; provided that any Reference Bank that has failed to provide a quote in accordance with Subsection 4.6(c)
shall be disregarded for purposes of determining the mean or (y) if consented to by the Borrower, the average of the rates
per annum quoted by the Administrative Agent to leading banks in the London interbank market at or about 11:00 A.M. (London time)
two London Business Days before the first day of such Interest Period (or in the case of Sterling on such first day) for deposits
in Dollars or the applicable Designated Foreign Currency of a duration equal to the duration of such Interest Period.


 


If at any time the Administrative
Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth
in Subsection 4.7 have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances
set forth in Subsection 4.7 have not arisen but the supervisor for the administrator of the London Interbank Offered
Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific
date after which the London Interbank Offered Rate shall no longer be used for determining interest rates for loans in Dollars,
then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBOR Rate that
gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the
United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and
such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary herein, such amendment
shall become effective without any further action or consent of any other party to this Agreement.


 


“Lien”:
any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title
retention agreement or lease in the nature thereof).


 


“Limited Condition
Transaction”: (x) any acquisition, including by way of merger, amalgamation, consolidation or other business
combination or the acquisition of Capital Stock or otherwise, by one or more of the Borrower and its Subsidiaries of any assets,
business or Person or any other Investment permitted by this Agreement, in each case, whose consummation is not conditioned on
the availability of, or on obtaining, third party financing or (y) any redemption, repurchase, defeasance, satisfaction
and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock requiring irrevocable notice in advance of such
redemption, repurchase, defeasance, satisfaction and discharge or repayment.


 


“Loan”:
each Initial Term Loan, Incremental Term Loan, Extended Term Loan, Specified Refinancing Term Loan, Initial Revolving Loan, Incremental
Revolving Loan, Extended Revolving Loan, Specified Refinancing Revolving Loan, a Swing Line Loan or a L/C Disbursement, as the
context shall require; collectively, the “Loans.”


 


“Loan Documents”:
this Agreement, any Notes, the Guarantee and Collateral Agreement, the ABL/Cash Flow Intercreditor Agreement, any Junior Lien Intercreditor
Agreement (on and after the execution thereof), each Other Intercreditor Agreement (on and after the execution thereof) and any
other Security Documents, each as amended, supplemented, waived or otherwise modified from time to time.


 




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“Loan Parties”:
Holdings (or any Successor Holding Company in respect thereof pursuant to and as defined in Subsection 9.16(e) of the Guarantee
and Collateral Agreement) (unless and until Holdings is released from all of its obligations pursuant to Subsection 9.16(h) of
the Guarantee and Collateral Agreement), the Borrower and the Subsidiary Guarantors; each individually, a “Loan Party.”


 


“Management
Advances”: (1) loans or advances made to directors, management members, officers, employees or consultants of
any Parent Entity, the Borrower or any Restricted Subsidiary (x) in respect of travel, entertainment or moving related
expenses incurred in the ordinary course of business, (y) in respect of moving related expenses incurred in connection
with any closing or consolidation of any facility, or (z) in the ordinary course of business and (in the case of this
clause (z)) not exceeding $15,000,000 in the aggregate outstanding at any time, (2) promissory notes of Management Investors
acquired in connection with the issuance of Management Stock to such Management Investors, (3) Management Guarantees, or
(4) other Guarantees of borrowings by Management Investors in connection with the purchase of Management Stock, which Guarantees
are permitted under Subsection 8.1.


 


“Management
Guarantees”: guarantees (x) of up to an aggregate principal amount outstanding at any time of $30,000,000
of borrowings by Management Investors in connection with their purchase of Management Stock or (y) made on behalf of,
or in respect of loans or advances made to, directors, officers, employees or consultants of any Parent Entity, the Borrower or
any Restricted Subsidiary (1) in respect of travel, entertainment and moving related expenses incurred in the ordinary course
of business, or (2) in the ordinary course of business and (in the case of this clause (2)) not exceeding $15,000,000 in
the aggregate outstanding at any time.


 


“Management
Indebtedness”: Indebtedness Incurred to (a) any Person other than a Management Investor of up to an aggregate
principal amount outstanding at any time of $35,000,000 and (b) any Management Investor, in each case, to finance the
repurchase or other acquisition of Capital Stock of the Borrower, any Restricted Subsidiary or any Parent Entity (including any
options, warrants or other rights in respect thereof) from any Management Investor, which repurchase or other acquisition of Capital
Stock is permitted by Subsection 8.2.


 


“Management
Investors”: the management members, officers, directors, employees and other members of the management of any Parent
Entity, the Borrower or any of their respective Subsidiaries, or family members or relatives of any of the foregoing (provided
that, solely for purposes of the definition of “Permitted Holders”, such relatives shall include only those Persons
who are or become Management Investors in connection with estate planning for or inheritance from other Management Investors, as
determined in good faith by the Borrower, which determination shall be conclusive), or trusts, partnerships or limited liability
companies for the benefit of any of the foregoing, or any of their heirs, executors, successors and legal representatives, who
at any date beneficially own or have the right to acquire, directly or indirectly, Capital Stock of the Borrower, any Restricted
Subsidiary or any Parent Entity.


 




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“Management
Stock”: Capital Stock of the Borrower, any Restricted Subsidiary or any Parent Entity (including any options, warrants
or other rights in respect thereof) held by any of the Management Investors.


 


“Mandatory Revolving
Loan Borrowing”: as defined in Subsection 2.7(c).


 


“Margin Stock”:
as defined in Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder
or thereof.


 


“Market Capitalization”:
an amount equal to (i) the total number of issued and outstanding shares of capital stock of the Borrower or any Parent
Entity on the date of declaration of the relevant dividend or making of any other Restricted Payment, as applicable, multiplied
by (ii) the arithmetic mean of the closing prices per share of such capital stock on the New York Stock Exchange (or,
if the primary listing of such capital stock is on another exchange, on such other exchange) for the 30 consecutive trading days
immediately preceding such date.


 


“Material Adverse
Effect”: (x) on, or as of, the Closing Date, a Closing Date Material Adverse Effect, or (y) after
the Closing Date, a material adverse effect on (a) the business, operations, property or condition (financial or otherwise)
of the Borrower and its Restricted Subsidiaries taken as a whole, (b) the validity or enforceability as to the Loan
Parties (taken as a whole) party thereto of the Loan Documents taken as a whole or (c) the rights or remedies of the
Agents and the Lenders under the Loan Documents, in each case, taken as a whole.


 


“Material Subsidiaries”:
Restricted Subsidiaries of the Borrower constituting, individually or in the aggregate (as if such Restricted Subsidiaries constituted
a single Subsidiary), a “significant subsidiary” in accordance with Rule 1-02 under Regulation S-X.


 


“Materials of
Environmental Concern”: any pollutants, contaminants, hazardous or toxic substances or materials or wastes defined, listed,
or regulated as such in or under, or which may give rise to liability under, any applicable Environmental Law, including gasoline,
petroleum (including crude oil or any fraction thereof), petroleum products or by-products, asbestos and polychlorinated biphenyls.


 


“Maturity Date”:
the Initial Revolving Maturity Date, the Initial Term Loan Maturity Date, for any Extended Tranche the “Maturity Date”
set forth in the applicable Extension Amendment, for any Incremental Commitments the “Maturity Date” set forth in the
applicable Incremental Commitment Amendment and for any Specified Refinancing Tranche the “Maturity Date” set forth
in the applicable Specified Refinancing Amendment, in each case as the context may require.


 




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“Maximum Incremental
Facilities Amount”: at any date of determination, the sum of (i) an amount equal to the greater of (1)
$333,000,000 and (2) 75.0% of Four Quarter Consolidated EBITDA (amounts Incurred pursuant to this clause (i), the “Cash
Capped Incremental Facility”) plus (ii) an unlimited amount if, after giving effect to the Incurrence
of such amount (or, at the Borrower’s option, on the date of the initial commitment to lend such additional amount after
giving pro forma effect to the Incurrence of the entire committed amount of such additional amount), either (x) the Consolidated
Secured Leverage Ratio shall not exceed 4.50 to 1.00 or (y) in the case of Indebtedness being Incurred to finance or refinance,
or otherwise Incurred in connection with, any acquisition of assets (including Capital Stock), business or Person, or any merger
or consolidation of any Person with or into the Borrower or any Restricted Subsidiary, or any other Investment, the Consolidated
Secured Leverage Ratio of the Borrower would equal or be less than the Consolidated Secured Leverage Ratio of the Borrower immediately
prior to giving effect thereto (in each case under this clause (ii), as set forth in a certificate of a Responsible Officer
of the Borrower delivered to the Administrative Agent at the time of such Incurrence, together with calculations demonstrating
compliance with such ratio (amounts Incurred pursuant to this clause (ii), the “Ratio Incremental Facility”)
(it being understood that (A) if pro forma effect is given to the entire committed amount of any such additional amount
on the date of initial borrowing of such Indebtedness or entry into the definitive agreement providing the commitment to fund such
Indebtedness, such committed amount may thereafter be borrowed and reborrowed in whole or in part, from time to time, without further
compliance with this clause (ii) and (B) for purposes of so calculating the Consolidated Secured Leverage Ratio under
this clause (ii), any additional amount Incurred pursuant to this clause (ii) shall be treated as if such amount is Consolidated
Secured Indebtedness, regardless of whether such amount is actually secured or is secured by Liens ranking junior to the Liens
securing the Cash Flow Facilities Obligations)); provided that, at the Borrower’s option, capacity under the Ratio
Incremental Facility shall be deemed to be used before capacity under the Cash Capped Incremental Facility.


 


“Minimum Exchange
Tender Condition”: as defined in Subsection 2.9(b).


 


“Minimum Extension
Condition”: as defined in Subsection 2.10(g).


 


“Moody’s”:
Moody’s Investors Service, Inc., and its successors.


 


“Mortgaged Fee
Properties”: the collective reference to each real property owned in fee simple by the Borrower or any Subsidiary Guarantor
(i) as of the Closing Date and listed on Schedule 5.8 (if any) and (ii) following the Closing Date, to the
extent required to be mortgaged as Collateral pursuant to the requirements of Subsection 7.9, including the land and
all buildings, improvements, structures and fixtures now or subsequently located thereon and owned by any such Person, in each
case, unless and until such time as the Mortgage on such real property is released in accordance with the terms and provisions
hereof and thereof.


 


“Mortgages”:
the collective reference to the mortgages and deeds of trust, or similar security instruments, executed and delivered by the Borrower
or any Subsidiary Guarantor in favor of the Collateral Agent, substantially in the form of Exhibit C, as the same may be
amended, supplemented, waived or otherwise modified from time to time.


 


“Most Recent
Four Quarter Period”: the four-fiscal-quarter period of the Borrower ending on the last day of the most recently completed
fiscal year or Fiscal Quarter for which financial statements of the Borrower have been (or have been required to be) delivered
under Subsection 7.1(a) or 7.1(b).


 




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


 


“Net Available
Cash”: from an Asset Disposition or Recovery Event, an amount equal to the cash payments received (including any cash
payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as
and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness
or other obligations relating to the properties or assets that are the subject of such Asset Disposition or Recovery Event or received
in any other non-cash form) therefrom, in each case net of (i) all legal, title and recording tax expenses, commissions
and other fees and expenses incurred and (without duplication) all federal, state, provincial, foreign and local taxes required
to be paid or to be accrued as a liability under GAAP, in each case, as a consequence of, or in respect of, such Asset Disposition
or Recovery Event (including as a consequence of any transfer of funds in connection with the application thereof in accordance
with Subsection 8.4), (ii) all payments made, and all installment payments required to be made, on any Indebtedness
(other than Indebtedness secured by Liens on the Collateral that are required by the express terms of this Agreement to be pari
passu with or junior to the Liens on the Collateral securing the Cash Flow Facilities Obligations) (x) that is
secured by any assets subject to such Asset Disposition or involved in such Recovery Event, in accordance with the terms of any
Lien upon such assets, or (y) that must by its terms, or in order to obtain a necessary consent to such Asset Disposition,
or by applicable law, be repaid out of the proceeds from such Asset Disposition or Recovery Event, including but not limited to
any payments required to be made to increase borrowing availability under any revolving credit facility, (iii) all
distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result
of such Asset Disposition or Recovery Event, or to any other Person (other than the Borrower or a Restricted Subsidiary) owning
a beneficial interest in the assets disposed of in such Asset Disposition or subject to such Recovery Event, (iv) any
liabilities or obligations associated with the assets disposed of in such Asset Disposition or involved in such Recovery Event
and retained, indemnified or insured by the Borrower or any Restricted Subsidiary after such Asset Disposition or Recovery Event,
including pension and other post-employment benefit liabilities, liabilities related to environmental matters, and liabilities
relating to any indemnification obligations associated with such Asset Disposition or Recovery Event, (v) in the case
of an Asset Disposition, the amount of any purchase price or similar adjustment (x) claimed by any Person to be owed
by the Borrower or any Restricted Subsidiary, until such time as such claim shall have been settled or otherwise finally resolved,
or (y) paid or payable by the Borrower or any Restricted Subsidiary, in each case in respect of such Asset Disposition
and (vi) in the case of any Recovery Event, any amount thereof that constitutes or represents reimbursement or compensation
for any amount previously paid or to be paid by the Borrower or any of its Subsidiaries.


 


“Net Available
Cash Amount”: as defined in Subsection 8.4(a)(iii).


 


“Net Cash Proceeds”:
with respect to any issuance or sale of any securities of, or the Incurrence of Indebtedness by, the Borrower or any Subsidiary,
or any capital contribution to the Borrower or any Subsidiary, the cash proceeds of such issuance, sale, Incurrence or contribution
received by the Borrower or such Subsidiary net of attorneys’ fees, accountants’ fees, underwriters’ or placement
agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such
issuance, sale, contribution or Incurrence and net of all taxes paid or payable as a result, or in respect, thereof.


 




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“New York Courts”:
as defined in Subsection 11.13(a).


 


“New York Supreme
Court”: as defined in Subsection 11.13(a).


 


“Non-Consenting
Lender”: as defined in Subsection 11.1(g).


 


“Non-Defaulting
Lender”: any Lender other than a Defaulting Lender.


 


“Non-Excluded
Taxes”: all Taxes other than Excluded Taxes.


 


“Non-Extending
Lender”: as defined in Subsection 2.10(e).


 


“Non-Extension
Notice Date”: as defined in Subsection 2.6(j).


 


“Non-Wholly
Owned Subsidiary”: each Subsidiary that is not a Wholly Owned Subsidiary.


 


“Note”:
as defined in Subsection 2.2(a).


 


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


 


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


 


“Obligation
Currency”: as defined in Subsection 11.8(a).


 


“Obligations”:
with respect to any Indebtedness, any principal, premium (if any), interest (including interest accruing on or after the filing
of any petition in bankruptcy or for reorganization relating to the Borrower or any Restricted Subsidiary whether or not a claim
for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, Guarantees of such
Indebtedness (or of Obligations in respect thereof), other monetary obligations of any nature and all other amounts payable thereunder
or in respect thereof.


 


“OFAC”:
as defined in clause (c) of the first sentence of Subsection 5.21.


 


“Offered Amount”:
as defined in Subsection 4.4(l)(iv)(1).


 


“Offered Discount”:
as defined in Subsection 4.4(l)(iv)(1).


 




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“OID”:
as defined in Subsection 2.8(d).


 


“Organizational
Documents”: with respect to any Person, (a) the articles of incorporation, certificate of incorporation or
certificate of formation (or the equivalent organizational documents) of such Person and (b) the bylaws, operating
agreement or partnership agreement (or the equivalent governing documents) of such Person.


 


“Other Intercreditor
Agreement”: an intercreditor agreement in form and substance reasonably satisfactory to the Borrower and the Collateral
Agent.


 


“Other Representatives”:
JPMorgan Chase Bank, N.A., in its capacity as Joint Lead Arranger and Joint Bookrunner, Deutsche Bank Securities Inc., in its capacity
as Joint Lead Arranger and Joint Bookrunner, UBS Securities, LLC, in its capacity as Joint Lead Arranger and Joint Bookrunner,
Barclays Bank PLC, in its capacity as Joint Lead Arranger and Joint Bookrunner, Goldman Sachs Bank USA, in its capacity as Joint
Lead Arranger and Joint Bookrunner, Merrill Lynch, Pierce, Fenner & Smith Incorporated, in its capacity as Joint Lead Arranger
and Joint Bookrunner, Royal Bank of Canada, in its capacity as Joint Lead Arranger and Joint Bookrunner, Jefferies Finance LLC,
in its capacity as Joint Lead Arranger and Joint Bookrunner, MUFG Union Bank, N.A., in its capacity as Joint Lead Arranger and
Joint Bookrunner, Natixis, New York Branch, in its capacity as Joint Lead Arranger and Joint Bookrunner, SG Americas Securities,
LLC, in its capacity as Joint Lead Arranger and Joint Bookrunner, and Crédit Agricole Corporate and Investment Bank, in
its capacity as Joint Lead Arranger and Joint Bookrunner.


 


“Outstanding
Amount”: with respect to the Loans on any date, the principal amount thereof after giving effect to any borrowings and
prepayments or repayments thereof occurring on such date.


 


“Overdrawn Amount”:
as defined in Subsection 8.8(a)(ii).


 


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


 


“Parent Entity”:
any of Topco, Holdings and any Other Parent and any other Person that is a Subsidiary of Topco, Holdings or any Other Parent and
of which the Borrower is a Subsidiary, in each case, solely for so long as the Borrower is a Subsidiary of such Person. As used
herein, “Other Parent” means a Person of which the Borrower becomes a Subsidiary after the Closing Date that
is designated by the Borrower as an “Other Parent”; provided that either (x) immediately after the
Borrower first becomes a Subsidiary of such Person, more than 50.0% of the Voting Stock of such Person shall be held by one or
more Persons that held more than 50.0% of the Voting Stock of the Borrower or a Parent Entity of the Borrower immediately prior
to the Borrower first becoming such Subsidiary or (y) such Person shall be deemed not to be an Other Parent for the
purpose of determining whether a Change of Control shall have occurred by reason of the Borrower first becoming a Subsidiary of
such Person. The Borrower shall not in any event be deemed to be a “Parent Entity.”


 




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“Parent Expenses”:
(i) costs (including all professional fees and expenses) incurred by any Parent Entity or Investor Partnership in connection
with maintaining its existence or in connection with its reporting obligations under, or in connection with compliance with, applicable
laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement or any other
agreement or instrument relating to Indebtedness of the Borrower or any Restricted Subsidiary, including in respect of any reports
filed with respect to the Securities Act, the Exchange Act or the respective rules and regulations promulgated thereunder, (ii) expenses
incurred by any Parent Entity or Investor Partnership in connection with the acquisition, development, maintenance, ownership,
prosecution, protection and defense of its intellectual property and associated rights (including but not limited to trademarks,
service marks, trade names, trade dress, patents, copyrights and similar rights, including registrations and registration or renewal
applications in respect thereof; inventions, processes, designs, formulae, trade secrets, know-how, confidential information, computer
software, data and documentation, and any other intellectual property rights; and licenses of any of the foregoing), or assertions
of infringement, misappropriation, dilution or other violation of third-party intellectual property or associated rights, to the
extent such intellectual property and associated rights or assertions relate to the business or businesses of the Borrower or any
Subsidiary thereof, (iii) indemnification obligations of any Parent Entity or Investor Partnership owing to directors,
officers, employees or other Persons under its charter or by-laws or pursuant to written agreements with or for the benefit of
any such Person (including the CD&R Indemnification Agreement and the GGC Indemnification Agreement), or obligations in respect
of director and officer insurance (including premiums therefor), (iv) other administrative and operational expenses
of any Parent Entity or Investor Partnership incurred in the ordinary course of business, (v) fees and expenses incurred
by any Parent Entity or Investor Partnership in connection with maintenance and implementation of any management equity incentive
plan associated with the management of the Borrower and its Subsidiaries, and (vi) fees and expenses incurred by any
Parent Entity or Investor Partnership in connection with any offering of Capital Stock or Indebtedness, (w) which offering
is not completed, or (x) where the net proceeds of such offering are intended to be received by or contributed or loaned
to the Borrower or a Restricted Subsidiary, or (y) in a prorated amount of such expenses in proportion to the amount
of such net proceeds intended to be so received, contributed or loaned, or (z) otherwise on an interim basis prior
to completion of such offering so long as any Parent Entity or Investor Partnership shall cause the amount of such expenses to
be repaid to the Borrower or the relevant Restricted Subsidiary out of the proceeds of such offering promptly if completed.


 


“Pari Passu
Indebtedness”: Indebtedness secured by a Lien on the Collateral ranking pari passu with the Liens securing the
Cash Flow Facilities Obligations.


 


“Participant”:
as defined in Subsection 11.6(c).


 


“Participant
Register”: as defined in Subsection 11.6(b)(v).


 


“Participating
Lender”: as defined in Subsection 4.4(l)(iii)(2).


 




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“Patriot Act”:
as defined in Subsection 11.18.


 


“PBGC”:
the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor thereto).


 


“Permitted Affiliated
Assignee”: CD&R or Golden Gate, any investment fund managed or controlled by CD&R or Golden Gate and any special
purpose vehicle established by CD&R or Golden Gate or by one or more of such investment funds.


 


“Permitted Cure
Securities”: common equity securities of the Borrower or any Parent Entity or other qualified equity securities of the
Borrower or any Parent Entity that do not constitute Disqualified Stock.


 


“Permitted Debt
Exchange”: as defined in Subsection 2.9(a).


 


“Permitted Debt
Exchange Notes”: as defined in Subsection 2.9(a).


 


“Permitted Debt
Exchange Offer”: as defined in Subsection 2.9(a).


 


“Permitted Holders”:
any of the following: (i) any of the CD&R Investors; (ii) any of the GGC Investors; (iii) any
of the Kenner Investors; (iv) any of the Management Investors, CD&R, Golden Gate, Kenner and their respective Affiliates;
(v) any investment fund or vehicle managed, sponsored or advised by CD&R or any Affiliate thereof, and any Affiliate
of or successor to any such investment fund or vehicle; (vi) any limited or general partners of, or other investors
in, any CD&R Investor or any Affiliate thereof, or any such investment fund or vehicle; (vii) any “group”
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Closing Date) of which any of the Persons
specified in clause (i), (ii), (iii), (iv), (v) or (vi) above is a member (provided that (without giving effect to the existence
of such “group” or any other “group”) one or more of such Persons collectively have beneficial ownership,
directly or indirectly, of more than 50.0% of the total voting power of the Voting Stock of the Borrower or the Parent Entity held
by such “group”), and any other Person that is a member of such “group”; and (viii) any Person
acting in the capacity of an underwriter (solely to the extent that and for so long as such Person is acting in such capacity)
in connection with a public or private offering of Capital Stock of any Parent Entity or the Borrower. In addition, any “person”
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Closing Date) whose status as a “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date) constitutes or results
in a Change of Control in respect of which the Borrower makes a Change of Control Offer pursuant to Subsection 8.8(a) (whether
or not in connection with any repayment or repurchase of Indebtedness outstanding pursuant to Junior Debt), together with its Affiliates,
shall thereafter constitute Permitted Holders.


 


“Permitted Investment”:
an Investment by the Borrower or any Restricted Subsidiary in, or consisting of, any of the following:


 


(i)          a
Restricted Subsidiary, the Borrower, or a Person that will, upon the making of such Investment, become a Restricted Subsidiary
(and any Investment held by such Person that was not acquired by such Person, or made pursuant to a commitment by such Person that
was not entered into, in contemplation of so becoming a Restricted Subsidiary);


 




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(ii)        another
Person if as a result of such Investment such other Person is merged or consolidated with or into, or transfers or conveys all
or substantially all its assets to, or is liquidated into, the Borrower or a Restricted Subsidiary (and, in each case, any Investment
held by such other Person that was not acquired by such Person, or made pursuant to a commitment by such Person that was not entered
into, in contemplation of such merger, consolidation or transfer);


 


(iii)       Temporary
Cash Investments, Investment Grade Securities or Cash Equivalents;


 


(iv)        receivables
owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business;


 


(v)         any
securities or other Investments received as consideration in, or retained in connection with, sales or other dispositions of property
or assets, including Asset Dispositions made in compliance with Subsection 8.4;


 


(vi)        securities
or other Investments received in settlement of debts created in the ordinary course of business and owing to, or of other claims
asserted by, the Borrower or any Restricted Subsidiary, or as a result of foreclosure, perfection or enforcement of any Lien, or
in satisfaction of judgments, including in connection with any bankruptcy proceeding or other reorganization of another Person;


 


(vii)       Investments
in existence or made pursuant to legally binding written commitments in existence on the Closing Date and set forth on Schedule
1.1(b), and, in each case, any extension, modification, replacement, reinvestment or renewal thereof; provided that
the amount of any such Investment may be increased in such extension, modification, replacement, reinvestment or renewal only (x) as
required by the terms of such Investment or binding commitment as in existence on the Closing Date (including as a result of the
accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities) or (y) as otherwise
permitted by this Agreement;


 


(viii)      Currency
Agreements, Interest Rate Agreements, Commodities Agreements and related Hedging Obligations, which obligations are Incurred in
compliance with Subsection 8.1;


 


(ix)         pledges
or deposits (x) with respect to leases or utilities provided to third parties in the ordinary course of business or
(y) otherwise described in the definition of “Permitted Liens” or made in connection with Liens permitted
under Subsection 8.6;


 


(x)          (1)
Investments in or by any Special Purpose Subsidiary, or in connection with a Financing Disposition by, to, in or in favor of any
Special Purpose Entity, including Investments of funds held in accounts permitted or required by the arrangements governing such
Financing Disposition or any related Indebtedness, or (2) any promissory note issued by the Borrower or any Parent
Entity; provided that if such Parent Entity receives cash from the relevant Special Purpose Entity in exchange for such
note, an equal cash amount is contributed by any Parent Entity to the Borrower;


 




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(xi)        bonds
secured by assets leased to and operated by the Borrower or any Restricted Subsidiary that were issued in connection with the financing
of such assets so long as the Borrower or any Restricted Subsidiary may obtain title to such assets at any time by paying a nominal
fee, canceling such bonds and terminating the transaction;


 


(xii)       [reserved];


 


(xiii)      any
Investment to the extent made using Capital Stock of the Borrower (other than Disqualified Stock), Capital Stock of any Parent
Entity or Junior Capital as consideration;


 


(xiv)      Management
Advances;


 


(xv)       Investments
in Related Businesses in an aggregate amount outstanding at any time not to exceed an amount equal to the greater of $175,000,000
and 46.50% of Four Quarter Consolidated EBITDA;


 


(xvi)      any
transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of Subsection
8.5(b) (except transactions described in clauses (i), (ii)(4), (iii), (v), (vi), (ix) and (x) therein), including any Investment
pursuant to any transaction described in Subsection 8.5(b)(ii) (whether or not any Person party thereto is at any time an
Affiliate of the Borrower);


 


(xvii)     any
Investment by any Captive Insurance Subsidiary in connection with the provision of insurance to the Borrower or any of its Subsidiaries;


 


(xviii)    other
Investments in an aggregate amount outstanding at any time not to exceed an amount equal to the greater of $175,000,000 and 46.50%
of Four Quarter Consolidated EBITDA;


 


(xix)       Investments
in prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance
and similar deposits entered into as a result of the operations of the business of the Borrower and its Subsidiaries in the ordinary
course of business or consistent with past practice; and


 


(xx)        Investments
consisting of purchases or other acquisitions of inventory, supplies, services, material or equipment or the licensing or contribution
of intellectual property pursuant to joint marketing arrangements with other Persons.


 


If any Investment pursuant
to clause (xv) or (xviii) above, or Subsection 8.2(b)(vi) or 8.2(b)(xv), as applicable, is made in any Person that
is not a Restricted Subsidiary and such Person thereafter (A) becomes a Restricted Subsidiary or (B) is
merged or consolidated into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, the Borrower
or a Restricted Subsidiary, then such Investment shall thereafter be deemed to have been made pursuant to clause (i) or (ii) above,
respectively, and not clause (xv) or (xviii) above, or Subsection 8.2(b)(vi) or 8.2(b)(xv), as applicable, to the
extent of such Investment remaining at such Unrestricted Subsidiary immediately after its redesignation as a Restricted Subsidiary.


 




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“Permitted Liens”:


 


(a)          Liens
for taxes, assessments or other governmental charges or claims not yet delinquent or the nonpayment of which in the aggregate would
not reasonably be expected to have a Material Adverse Effect on the Borrower and its Restricted Subsidiaries, taken as a whole,
or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained
on the books of the Borrower or a Subsidiary thereof, as the case may be, in accordance with GAAP;


 


(b)          Liens
with respect to outstanding motor vehicle fines and carriers’, warehousemen’s, mechanics’, landlords’,
materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business in respect of obligations
that are not known to be overdue for a period of more than 60 days or that are bonded or that are being contested in good faith
and by appropriate proceedings;


 


(c)          pledges,
deposits or Liens in connection with workers’ compensation, professional liability insurance, insurance programs, unemployment
insurance and other social security and other similar legislation or other insurance-related obligations (including pledges or
deposits securing liability to insurance carriers under insurance or self-insurance arrangements);


 


(d)          pledges,
deposits or Liens to secure the performance of bids, tenders, trade, government or other contracts (other than for borrowed money),
obligations for utilities, leases, licenses, statutory obligations, completion guarantees, surety, judgment, appeal or performance
bonds, other similar bonds, instruments or obligations, and other obligations of a like nature incurred in the ordinary course
of business;


 


(e)          easements
(including reciprocal easement agreements), rights-of-way, building, zoning and similar restrictions, utility agreements, covenants,
reservations, restrictions, encroachments, charges, and other similar encumbrances or title defects incurred, or leases or subleases
granted, licenses or sublicenses granted, or occupancy agreements granted to others, whether or not of record and whether now in
existence or hereafter entered into, in the ordinary course of business, which do not in the aggregate materially interfere with
the ordinary conduct of the business of the Borrower and its Subsidiaries, taken as a whole;


 


(f)          Liens
existing on, or provided for under written arrangements existing on, the Closing Date and set forth on Schedule 1.1(c),
or (in the case of any such Liens securing Indebtedness of the Borrower or any of its Subsidiaries existing or arising under written
arrangements existing on the Closing Date) securing any Refinancing Indebtedness in respect of such Indebtedness (other than Indebtedness
Incurred under Subsection 8.1(b)(i) and secured under clause (k)(1) of this definition), so long as the Lien securing such
Refinancing Indebtedness is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends
or distributions in respect thereof) that secured (or under such written arrangements could secure) the original Indebtedness;


 




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(g)          (i) mortgages,
liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any developer, landlord
or other third party on property over which the Borrower or any Restricted Subsidiary of the Borrower has easement rights or on
any leased property and subordination or similar agreements relating thereto and (ii) any condemnation or eminent domain
proceedings affecting any real property;


 


(h)          Liens
securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of Hedging Obligations, Bank Products
Obligations, Purchase Money Obligations or Financing Lease Obligations Incurred in compliance with Subsection 8.1;


 


(i)          Liens
arising out of judgments, decrees, orders or awards in respect of which the Borrower or any Restricted Subsidiary shall in good
faith be prosecuting an appeal or proceedings for review, which appeal or proceedings shall not have been finally terminated, or
if the period within which such appeal or proceedings may be initiated shall not have expired;


 


(j)          leases,
subleases, licenses, sublicenses or occupancy agreements to or from third parties;


 


(k)          Liens
securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of (1) Indebtedness Incurred
in compliance with Subsection 8.1(b)(i) pursuant to (a) this Agreement and the other Loan Documents, (b) the
Senior ABL Facility (provided any such Liens on the Cash Flow Priority Collateral rank junior to the Liens securing the Cash Flow
Facilities Obligations on the Cash Flow Priority Collateral), (c) any Permitted Debt Exchange Notes (and any Refinancing
Indebtedness in respect thereof), (d) any Rollover Indebtedness (and any Refinancing Indebtedness in respect thereof),
(e) any Additional Obligations (and any Refinancing Indebtedness in respect thereof) and (f) Letter of
Credit Facilities (and any Refinancing Indebtedness in respect thereof), provided, that any Liens on Collateral pursuant
to subclause (b), (c), (d) or (e) of this clause (k)(1) shall be subject to the ABL/Cash Flow Intercreditor
Agreement, any Junior Lien Intercreditor Agreement or an Other Intercreditor Agreement, as applicable, (2) Indebtedness
Incurred in compliance with clauses (b)(iv), (b)(v), (b)(vii), (b)(viii), (b)(xvi) or clauses
(b)(iii)(B) and (C) of Subsection 8.1 (other than Refinancing Indebtedness Incurred in respect of Indebtedness
described in Subsection 8.1(a)), (3) any Indebtedness Incurred in compliance with Subsection 8.1(b)(xiii),
provided that any Liens securing such Indebtedness shall rank junior to the Liens securing the Cash Flow Facilities Obligations
and shall be subject to a Junior Lien Intercreditor Agreement or an Other Intercreditor Agreement, as applicable, (4) (A) Acquisition
Indebtedness Incurred in compliance with Subsection 8.1(b)(x) or (xi); provided that (x) such
Liens are limited to all or part of the same property or assets, including Capital Stock (plus improvements, accessions, proceeds
or dividends or distributions in respect thereof, or replacements of any thereof) acquired, or of any Person acquired or merged
or consolidated with or into the Borrower or any Restricted Subsidiary, in any transaction to which such Acquisition Indebtedness
relates, (y) on the date of the Incurrence of such Indebtedness after giving effect to such Incurrence, the Consolidated
Secured Leverage Ratio would equal or be less than the Consolidated Secured Leverage Ratio immediately prior to giving effect thereto
or (z) such Liens rank junior to the Liens securing the Cash Flow Facilities Obligations and shall be subject to a
Junior Lien Intercreditor Agreement or an Other Intercreditor Agreement, as applicable, or (B) any Refinancing Indebtedness
Incurred in respect thereof, (5) Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor (limited,
in the case of this clause (k)(5), to Liens on any of the property and assets of any Restricted Subsidiary that is not a
Subsidiary Guarantor) or (6) obligations in respect of Management Advances or Management Guarantees, in each case under
the foregoing clauses (1) through (6) including Liens securing any Guarantee of any thereof;


 




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(l)          Liens
existing on property or assets of a Person at, or provided for under written arrangements existing at, the time such Person becomes
a Subsidiary of the Borrower (or at the time the Borrower or a Restricted Subsidiary acquires such property or assets, including
any acquisition by means of a merger or consolidation with or into the Borrower or any Restricted Subsidiary); provided,
however, that such Liens and arrangements are not created in connection with, or in contemplation of, such other Person
becoming such a Subsidiary (or such acquisition of such property or assets), and that such Liens are limited to all or part of
the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured
(or, under the written arrangements under which such Liens arose, could secure) the obligations to which such Liens relate; provided,
further, that for purposes of this clause (l), if a Person other than the Borrower is the Successor Borrower with respect
thereto, any Subsidiary thereof shall be deemed to become a Subsidiary of the Borrower, and any property or assets of such Person
or any such Subsidiary shall be deemed acquired by the Borrower or a Restricted Subsidiary, as the case may be, when such Person
becomes such Successor Borrower;


 


(m)          Liens
on Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary or any joint venture that secure Indebtedness
or other obligations of such Unrestricted Subsidiary or joint venture, respectively;


 


(n)          any
encumbrance or restriction (including, but not limited to, pursuant to put and call agreements or buy/sell arrangements) with respect
to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;


 


(o)          Liens
securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of Refinancing Indebtedness Incurred
in respect of any Indebtedness (other than any Indebtedness described in clause (k)(1) above of this definition) secured by, or
securing any refinancing, refunding, extension, renewal or replacement (in whole or in part) of any other obligation secured by,
any other Permitted Liens, provided that any such new Lien is limited to all or part of the same property or assets (plus
improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements
under which the original Lien arose, could secure) the obligations to which such Liens relate;


 




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(p)          Liens
(1) arising by operation of law (or by agreement to the same effect) in the ordinary course of business, including Liens
arising under or by reason of the Perishable Agricultural Commodities Act of 1930, as amended from time to time, (2) on
property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial
payments by a third party relating to such property or assets, (3) on Margin Stock, if and to the extent the value of all
Margin Stock of the Borrower and its Subsidiaries exceeds 25% of the value of the total assets subject to Subsection 8.6,
(4) on cash set aside at the time of the Incurrence of any Indebtedness or government securities purchased with such
cash, in either case to the extent that such cash or government securities prefund the payment of interest on such Indebtedness
and are held in an escrow account or similar arrangement to be applied for such purpose, (5) securing or arising by reason
of any netting or set-off arrangement entered into in the ordinary course of banking or other trading activities (including in
connection with purchase orders and other agreements with customers), (6) in favor of the Borrower or any Subsidiary (other
than Liens on property or assets of the Borrower or any Subsidiary Guarantor in favor of any Subsidiary that is not a Subsidiary
Guarantor), (7) arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods
entered into in the ordinary course of business, (8) on inventory or other goods and proceeds securing obligations in respect
of bankers’ acceptances issued or created to facilitate the purchase, shipment or storage of such inventory or other goods,
(9) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft, cash pooling or similar obligations
incurred in the ordinary course of business, (10) attaching to commodity trading or other brokerage accounts incurred in
the ordinary course of business, (11) arising in connection with repurchase agreements permitted under Subsection 8.1
on assets that are the subject of such repurchase agreements, (12) on any amounts (including the proceeds of the applicable
Indebtedness and any cash, Cash Equivalents and Temporary Cash Investments deposited to cover interest and premium in respect of
such Indebtedness) held by a trustee or escrow agent under any indenture or other debt agreement governing Indebtedness issued
in escrow pursuant to customary escrow arrangements (as determined by the Borrower in good faith, which determination shall be
conclusive) pending the release thereof, or on the proceeds deposited to discharge, redeem or defease Indebtedness under any indenture
or other debt agreement pursuant to customary discharge, redemption or defeasance provisions (as determined by the Borrower in
good faith, which determination shall be conclusive), pending such discharge, redemption or defeasance and after irrevocable notice
thereof has been delivered to the applicable trustee or agent, (13) on equipment of the Borrower or any of its Restricted
Subsidiaries granted in the ordinary course of business to the Borrower’s or a Restricted Subsidiary’s customers or
(14) (x) on accounts receivable or notes receivable (including any ancillary rights pertaining thereto)
purported to be sold in connection with any factoring agreement or similar arrangements to secure obligations owed under such factoring
agreement or similar arrangements and (y) any bank accounts used by the Borrower or any Restricted Subsidiary in connection
with any factoring agreement or any similar arrangements;


 


(q)          other
Liens securing Indebtedness or other obligations that in the aggregate at any time outstanding do not exceed an amount equal to
the greater of $110,000,000 and 30.00% of Four Quarter Consolidated EBITDA at the time of Incurrence of such Indebtedness or other
obligations;


 


(r)          Liens
securing Indebtedness (including Liens securing any Obligations in respect thereof) or other obligations of, or in favor of, any
Special Purpose Entity, or in connection with a Special Purpose Financing or otherwise, Incurred pursuant to clause (b)(ix) of
Subsection 8.1;


 


(s)          Liens
securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of Indebtedness Incurred in compliance
with Subsection 8.1; provided that on the date of Incurrence of such Indebtedness after giving effect to such Incurrence
(or, at the Borrower’s option, on the date of the initial borrowing of such Indebtedness or entry into the definitive agreement
providing the commitment to fund such Indebtedness after giving pro forma effect to the Incurrence of the entire committed amount,
in which case such committed amount may thereafter be borrowed and reborrowed in whole or in part, from time to time, without further
compliance with this clause), either (x) the Consolidated Secured Leverage Ratio shall not exceed 4.50 to 1.00 or (y)
in the case of Liens securing Indebtedness being Incurred to finance or refinance, or otherwise Incurred in connection with any
acquisition of assets (including Capital Stock), business or Person, or any merger or consolidation of any Person with or into
the Borrower or any Restricted Subsidiary, or any other Investment, the Consolidated Secured Leverage Ratio of the Borrower would
equal or be less than the Consolidated Secured Leverage Ratio of the Borrower immediately prior to giving effect thereto; and


 




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(t)          Liens
on the Collateral, if such Liens rank junior to the Liens on such Collateral in relation to the Lien securing the Loans and the
Subsidiary Guarantees, as applicable.


 


For purposes of determining
compliance with this definition, (s) a Lien need not be incurred solely by reference to one category of Permitted Liens
described in this definition but may be incurred under any combination of such categories (including in part under one such category
and in part under any other such category), (t) the principal amount of Indebtedness secured by a Lien outstanding
under any category of Permitted Liens shall be determined after giving effect to the application of proceeds of any such Indebtedness
to refinance any such other Indebtedness, (u) in the event that a Lien (or any portion thereof) meets the criteria
of one or more of such categories of Permitted Liens, the Borrower shall, in its sole discretion, classify or reclassify such Lien
(or any portion thereof) in any manner that complies with this definition, (v) any Lien securing Indebtedness that
was permitted to secure such Indebtedness at the time of the Incurrence of such Indebtedness shall also be permitted to secure
any increase in the amount of such Indebtedness in connection with the accrual of interest, the accretion of accreted value, the
payment of interest in the form of additional Indebtedness and the payment of dividends on Capital Stock constituting Indebtedness
in the form of additional shares of the same class of Capital Stock, (w) in the event that a portion of Indebtedness
secured by a Lien could be classified as secured in part pursuant to clause (k)(1) above in respect of Indebtedness Incurred pursuant
to the Ratio Incremental Facility (giving effect to the Incurrence of such portion of such Indebtedness), the Borrower, in its
sole discretion, may classify such portion of such Indebtedness (and any Obligations in respect thereof) as having been secured
pursuant to clause (k)(1) above in respect of Indebtedness Incurred pursuant to the Ratio Incremental Facility and the remainder
of the Indebtedness as having been secured pursuant to such clause (k)(1) in respect of Indebtedness Incurred pursuant to Subsection
8.1(b)(i) (other than pursuant to the Ratio Incremental Facility) or one or more of the other clauses or subclauses of this
definition (other than clause (s) above), (x) in the event that a portion of Indebtedness secured by a Lien could be
classified in part pursuant to clause (s) above (giving effect to the Incurrence of such portion of Indebtedness), the Borrower,
in its sole discretion, may classify such portion of Indebtedness (and any Obligations in respect thereof) as having been secured
pursuant to clause (s) above and the remainder of the Indebtedness as having been secured pursuant to one or more of the other
clauses or subclauses of this definition (other than clause (k)(1) above in respect of Indebtedness Incurred pursuant to the Ratio
Incremental Facility), (y) if any Liens securing Indebtedness or other obligations are Incurred to refinance Liens
securing Indebtedness or other obligations initially Incurred (or, to refinance Liens Incurred to refinance Liens initially Incurred)
in reliance on any category of Permitted Liens measured by reference to a percentage of Four Quarter Consolidated EBITDA at the
time of Incurrence of such Indebtedness or other obligation, and is refinanced by any Indebtedness or other obligation secured
by any Lien incurred by reference to such category of Permitted Liens, and such refinancing (or any subsequent refinancing) would
cause the percentage of Four Quarter Consolidated EBITDA to be exceeded if calculated based on the Four Quarter Consolidated EBITDA
on the date of such refinancing, such percentage of Four Quarter Consolidated EBITDA shall not be deemed to be exceeded (and such
refinancing Lien shall be deemed permitted) so long as the principal amount of such refinancing Indebtedness or other obligation
does not exceed an amount equal to the principal amount of such Indebtedness or other obligation being refinanced, plus the aggregate
amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) incurred
or payable in connection with such refinancing and (z) if any Indebtedness or other obligation is secured by any Lien
outstanding under any category of Permitted Liens measured by reference to a dollar amount, and is refinanced by any Indebtedness
or other obligation secured by any Lien incurred by reference to such category of Permitted Liens, and such refinancing (or any
subsequent refinancing) would cause such dollar amount to be exceeded, such dollar amount shall not be deemed to be exceeded (and
such refinancing Lien shall be deemed permitted) so long as the principal amount of such refinancing Indebtedness or other obligation
does not exceed an amount equal to the principal amount of such Indebtedness being refinanced, plus the aggregate amount of fees,
underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) incurred or payable in connection
with such refinancing.


 




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“Permitted Payment”:
as defined in Subsection 8.2(b).


 


“Permitted Repricing
Amendment”: as defined in Subsection 11.1(i).


 


“Person”:
an individual, partnership, corporation, company, limited liability company, business trust, trust, joint stock company, unincorporated
organization, association, joint venture, Governmental Authority or other entity of whatever nature.


 


“Pisces Acquisition
Agreement”: the Agreement and Plan of Merger, dated as of January 31, 2018, by and among the Borrower, Pisces Merger
Sub and Ply Gem Holdings, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance
with this Agreement.


 


“Pisces Merger”:
the merger of Pisces Merger Sub with and into Ply Gem Holdings, with Ply Gem Holdings being the survivor of such merger.


 


“Pisces Merger
Sub”: Pisces Merger Sub, Inc., a Delaware corporation, and any successor in interest thereto.


 


“Plan”:
at a particular time, any employee benefit plan which is covered by ERISA and in respect of which the Borrower or a Commonly Controlled
Entity is an “employer” as defined in Section 3(5) of ERISA.


 


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


 




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“Platform”:
Intralinks, SyndTrak Online, Debtdomain or any other similar electronic distribution system.


 


“Ply Gem Business”:
Ply Gem Holdings and each of its Subsidiaries.


 


“Ply Gem Holdings”:
Ply Gem Holdings, Inc., a Delaware corporation, and any successor in interest thereto.


 


“Ply Gem Industries”:
Ply Gem Industries, Inc., a Delaware corporation, and any successor in interest thereto.


 


“Ply Gem Tax
Receivable Agreement”: the Tax Receivable Agreement, dated as of May 22, 2013, by and between Ply Gem Holdings and PG
ITS Holdco, L.P., as the same may be amended, supplemented, waived or otherwise modified from time to time.


 


“Preferred Stock”:
as applied to the Capital Stock of any corporation or company, Capital Stock of any class or classes (however designated) that
by its terms is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary
liquidation or dissolution of such corporation or company, over Capital Stock of any other class of such corporation or company.


 


“Prepayment
Date”: as defined in Subsection 4.4(h).


 


“Pricing Grid”:
with respect to Revolving Loans and Swing Line Loans:


 


	Consolidated
 Secured Leverage
 Ratio	 	Applicable Margin
 for ABR Loans and
 Canadian Prime
 Rate Loans	 	 	Applicable Margin
 for Eurodollar
 Loans and BA
 Equivalent Loans	 	 	Applicable
 Commitment
 Fee Rate	 
	Greater than 4.25 to 1.00	 	 	2.00	%	 	 	3.00	%	 	 	0.50	%
	Equal to or less than 4.25 to 1.00 and greater than 3.75 to 1.00	 	 	1.75	%	 	 	2.75	%	 	 	0.375	%
	Equal to or less than 3.75 to 1.00	 	 	1.50	%	 	 	2.50	%	 	 	0.25	%



 


“Projections”:
those financial projections included in the confidential information memoranda and related material prepared in connection with
the syndication of the Facilities and provided to the Lenders on or about March 16, 2018.


 


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


 


“Purchase”:
as defined in clause (4) of the definition of “Consolidated Coverage Ratio.”


 




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“Purchase Money
Obligations”: any Indebtedness Incurred to finance or refinance the acquisition, leasing, construction or improvement
of property (real or personal) or assets, and whether acquired through the direct acquisition of such property or assets or the
acquisition of the Capital Stock of any Person owning such property or assets, or otherwise.


 


“Qualified IPO”:
the issuance, sale or listing of common equity interests of the Borrower or any Parent Entity pursuant to an effective registration
statement filed with the SEC in accordance with the Securities Act (whether alone, in connection with an underwritten or secondary
public offering or otherwise) and such equity interests are listed on a nationally-recognized stock exchange in the U.S.


 


“Qualifying
Lender”: as defined in Subsection 4.4(l)(iv)(3).


 


“Rating Agency”:
Moody’s or S&P or, if Moody’s or S&P or both shall not make a rating on the applicable security or instrument
publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Borrower
which shall be substituted for Moody’s or S&P or both, as the case may be.


 


“Ratio Incremental
Facility”: as defined in the definition of “Maximum Incremental Facilities Amount”.


 


“Real Property”:
real property owned in fee simple by the Borrower or any of its Subsidiaries, including the land, and all buildings, structures
and other improvements now or subsequently located thereon, fixtures now or subsequently attached thereto, and rights, privileges,
easements and appurtenances now or subsequently related thereto, and related property interests.


 


“Receivable”:
a right to receive payment pursuant to an arrangement with another Person pursuant to which such other Person is obligated to pay,
as determined in accordance with GAAP.


 


“Recovery Event”:
any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to
any asset of the Borrower or any Restricted Subsidiary constituting Collateral giving rise to Net Available Cash to the Borrower
or such Restricted Subsidiary, as the case may be, in excess of $30,000,000, to the extent that such settlement or payment does
not constitute reimbursement or compensation for amounts previously paid by the Borrower or any Restricted Subsidiary in respect
of such casualty or condemnation.


 


“Reference Banks”:
JPMorgan Chase Bank, N.A., UBS AG, Stamford Branch, Barclays Bank PLC, Goldman Sachs Bank USA, Bank of America, N.A., Royal Bank
of Canada, Jefferies Finance LLC, MUFG Union Bank, N.A., Natixis, New York Branch, Société Générale
and Crédit Agricole Corporate and Investment Bank.


 


“refinance”:
refinance, refund, replace, renew, repay, modify, restate, defer, substitute, supplement, reissue, resell or extend (including
pursuant to any defeasance or discharge mechanism); and the terms “refinances”, “refinanced”
and “refinancing” as used for any purpose in this Agreement shall have a correlative meaning.


 




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“Refinancing
Agreement”: as defined in Subsection 8.3(c).


 


“Refinancing
Indebtedness”: Indebtedness that is Incurred to refinance Indebtedness Incurred pursuant to this Agreement and the Loan
Documents, the Senior ABL Facility, the Senior Notes and any Indebtedness (or unutilized commitment in respect of Indebtedness)
existing on the Closing Date and set forth on Schedule 8.1 or Incurred (or established) in compliance with this Agreement
(including Indebtedness of the Borrower that refinances Indebtedness of any Restricted Subsidiary (to the extent permitted in this
Agreement) and Indebtedness of any Restricted Subsidiary that refinances Indebtedness of the Borrower or another Restricted Subsidiary)
including Indebtedness that refinances Refinancing Indebtedness, and Indebtedness Incurred pursuant to a commitment that refinances
any Indebtedness or unutilized commitment; provided that (1) if the Indebtedness being refinanced is Subordinated
Obligations or Guarantor Subordinated Obligations, the Refinancing Indebtedness (x) has a final Stated Maturity at
the time such Refinancing Indebtedness is Incurred that is the same as or later than the final Stated Maturity of the Indebtedness
being refinanced (or, if earlier, the Initial Term Loan Maturity Date), (y) has a weighted average life to maturity
at the time such Refinancing Indebtedness is Incurred that is equal to or longer than the remaining weighted average life to maturity
of the Indebtedness being refinanced (or, if shorter, the remaining weighted average life to maturity of the Initial Term Loans)
and (z) if an Event of Default under Subsection 9.1(a) or (f) is continuing, is subordinated in right
of payment to the Cash Flow Facilities Obligations to the same extent as the Indebtedness being refinanced, (2) such Refinancing
Indebtedness is Incurred in an aggregate principal amount (or, if issued with original issue discount, with an aggregate issue
price) that is equal to or less than the sum of (x) the aggregate principal amount then outstanding of the Indebtedness
being refinanced, plus (y) an amount equal to any unutilized commitment relating to the Indebtedness being refinanced
or otherwise then outstanding under the financing arrangement being refinanced to the extent the unutilized commitment being refinanced
could be drawn in compliance with Subsection 8.1 immediately prior to such refinancing, plus (z) fees,
underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred or payable in connection
with such refinancing, (3) Refinancing Indebtedness shall not include (x) Indebtedness of a Restricted Subsidiary
that is not a Subsidiary Guarantor that refinances Indebtedness of the Borrower or a Subsidiary Guarantor that could not have been
initially Incurred by such Restricted Subsidiary pursuant to Subsection 8.1 or (y) Indebtedness of the Borrower
or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary, and (4) if the Indebtedness being
refinanced constitutes Additional Obligations, Rollover Indebtedness, Permitted Debt Exchange Notes or Cash Flow Facilities Obligations
Incurred pursuant to Subsection 8.1(b)(i)(II)(a) (or Refinancing Indebtedness in respect of the foregoing Indebtedness),
(w) the Refinancing Indebtedness complies with the requirements of the definition of “Additional Obligations”
(other than clause (ii) thereof), (x) if the Indebtedness being refinanced is unsecured and an Event of Default under
Subsection 9.1(a) or (f) is continuing, the Refinancing Indebtedness is unsecured and (y) if the Indebtedness
being refinanced is secured by a Lien on Collateral ranking junior to the Liens on Collateral securing the Cash Flow Facilities
Obligations and an Event of Default under Subsection 9.1(a) or (f) is continuing, the Refinancing Indebtedness is
unsecured or secured by a Lien on Collateral ranking junior to the Liens on Collateral securing the Cash Flow Facilities Obligations.


 


“Refunded Swing
Line Loans”: as defined in Subsection 2.7(c).


 




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“Refunding Capital
Stock”: as defined in Subsection 8.2(b)(i).


 


“Register”:
as defined in Subsection 11.6(b)(iv).


 


“Regulation
D”: Regulation D of the Board as in effect from time to time.


 


“Regulation
S-X”: Regulation S-X promulgated by the SEC as in effect on the Closing Date.


 


“Regulation
T”: Regulation T of the Board as in effect from time to time.


 


“Regulation
U”: Regulation U of the Board as in effect from time to time.


 


“Regulation
X”: Regulation X of the Board as in effect from time to time.


 


“Reimbursement
Obligation”: the obligation of the Borrower to reimburse the applicable Issuing Bank pursuant to Subsection 2.6(e)
for amounts drawn on the applicable Letters of Credit.


 


“Reinvestment
Period”: as defined in Subsection 8.4(b)(i).


 


“Related Business”:
those businesses in which the Borrower or any of its Subsidiaries is engaged on the Closing Date, or that are similar, related,
complementary, incidental or ancillary thereto or extensions, developments or expansions thereof.


 


“Related Parties”:
with respect to any Person, such Person’s affiliates and the partners, officers, directors, trustees, employees, equity holders,
shareholders, members, attorneys and other advisors, agents and controlling persons of such Person and of such Person’s affiliates
and “Related Party” shall mean any of them.


 


“Related Taxes”:
(x) any taxes, charges or assessments, including but not limited to sales, use, transfer, rental, ad valorem, value
added, stamp, property, consumption, franchise, license, capital, net worth, gross receipts, excise, occupancy, intangibles or
similar taxes, charges or assessments (other than federal, state or local taxes measured by income and federal, state or local
withholding imposed by any government or other taxing authority on payments made by any Parent Entity or Investor Partnership other
than to another Parent Entity or Investor Partnership), required to be paid by any Parent Entity or Investor Partnership by virtue
of its being incorporated or having Capital Stock outstanding (but not by virtue of owning stock or other equity interests of any
corporation or other entity other than the Borrower, any of its Subsidiaries, any Parent Entity or Investor Partnership), or being
a holding company parent of the Borrower, any of its Subsidiaries, any Parent Entity or Investor Partnership or receiving dividends
from or other distributions in respect of the Capital Stock of the Borrower, any of its Subsidiaries, any Parent Entity or Investor
Partnership, or having guaranteed any obligations of the Borrower or any Subsidiary thereof, or having received any payment in
respect of any of the items for which the Borrower or any of its Subsidiaries is permitted to make payments to any Parent Entity
or Investor Partnership pursuant to Subsection 8.2, or acquiring, developing, maintaining, owning, prosecuting, protecting
or defending its intellectual property and associated rights (including but not limited to receiving or paying royalties for the
use thereof), or assertions of infringement, misappropriation, dilution or other violation of third-party intellectual property
or associated rights, to the extent relating to the business or businesses of the Borrower or any Subsidiary thereof, (y) any
taxes attributable to any taxable period (or portion thereof) ending on or prior to the Closing Date, or to the consummation of
any of the Transactions, or to any Parent Entity’s or Investor Partnership’s receipt of (or entitlement to) any payment
in connection with the Transactions, including any payment received after the Closing Date pursuant to any agreement related to
the Transactions or (z) any other federal, state, foreign, provincial or local taxes measured by income for which any
Parent Entity or Investor Partnership is liable up to an amount not to exceed, with respect to federal taxes, the amount of any
such taxes that the Borrower and its Subsidiaries would have been required to pay on a separate company basis, or on a consolidated
basis as if the Borrower had filed a consolidated return on behalf of an affiliated group (as defined in Section 1504 of the Code)
of which it were the common parent, or with respect to state, foreign, provincial and local taxes, the amount of any such taxes
that the Borrower and its Subsidiaries would have been required to pay on a separate company basis, or on a consolidated, combined,
unitary or affiliated basis as if the Borrower had filed a consolidated, combined, unitary or affiliated return on behalf of an
affiliated group (as defined in the applicable state, foreign, provincial or local tax laws for filing such return) consisting
only of the Borrower and its Subsidiaries. Taxes include all interest, penalties and additions relating thereto.


 




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“Reportable
Event”: any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than those
events as to which the 30 day notice period is waived under Section 21, 22, 23, 24, 25, 27 or 28 of PBGC Regulation Section 4043
or any successor regulation thereto.


 


“Repricing Transaction”:
the prepayment, refinancing, substitution or replacement of all or a portion of the Initial Term Loans (including, without limitation,
as may be effected through any amendment, waiver or modification to this Agreement relating to the interest rate for, or weighted
average yield of, the Initial Term Loans), (a) if the primary purpose of such prepayment, refinancing, substitution,
replacement, amendment, waiver or modification is (as determined by the Borrower in good faith, which determination shall be conclusive)
to refinance the Initial Term Loans at a lower “effective yield” (taking into account, among other factors, margin,
upfront or similar fees or original issue discount shared with all providers of such financing, but excluding the effect of any
arrangement, commitment, underwriting, structuring, syndication or other fees payable in connection therewith that are not shared
with all providers of such financing, and without taking into account any fluctuations in the Adjusted LIBOR Rate, but including
any LIBOR floor or similar floor that is higher than the then Adjusted LIBOR Rate), (b) if the prepayment, refinancing,
substitution, replacement, amendment, waiver or modification is effectuated by the incurrence by the Borrower or any Restricted
Subsidiary of new Indebtedness, such new Indebtedness is first lien secured bank financing, and (c) if such prepayment,
refinancing, substitution, replacement, amendment, waiver or modification results in first lien secured bank financing having an
“effective yield” (as reasonably determined by the Administrative Agent, in consultation with the Borrower, consistent
with generally accepted financial practices, after giving effect to, among other factors, margin, upfront or similar fees or original
issue discount shared with all providers of such financing (calculated based on assumed four-year average life), but excluding
the effect of any arrangement, commitment, underwriting, structuring, syndication or other fees payable in connection therewith
that are not shared with all providers of such financing, and without taking into account any fluctuations in the Adjusted LIBOR
Rate, but including any LIBOR floor or similar floor that is higher than the then applicable Adjusted LIBOR Rate) that is less
than the “effective yield” (as reasonably determined by the Administrative Agent, in consultation with the Borrower,
on the same basis) of the Initial Term Loans prior to being so prepaid, refinanced, substituted or replaced or subject to such
amendment, waiver or modification to this Agreement.


 




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“Required Lenders”:
Lenders the Total Credit Percentages of which aggregate to greater than 50.0%; provided that the Revolving Commitments (or,
if the Revolving Commitments have terminated or expired, the Revolving Loans and interests in L/C Obligations and Swing Line Loans)
and Term Loans held or deemed held by Defaulting Lenders shall be excluded for purposes of making a determination of Required Lenders;
provided, further, that the Revolving Commitments (or, if the Revolving Commitments have terminated or expired, the
Revolving Loans and interests in L/C Obligations and Swing Line Loans) and Term Loans held or deemed held by a Disqualified Party
shall be excluded for purposes of making a determination of Required Lenders.


 


“Required Majority
in Interest Lenders”: Lenders of any Tranche or Lenders of any group of affected Lenders, as applicable, the Total Credit
Percentages of which aggregate to greater than 50.0% of the Total Credit Percentages of such Tranche or Lenders of such group of
affected Lenders; provided that Revolving Commitments (or, if the Revolving Commitments have terminated or expired, the
Revolving Loans and interests in L/C Obligations and Swing Line Loans) and Term Loans held or deemed held by Defaulting Lenders
shall be excluded for purposes of making a determination of Required Majority in Interest Lenders; provided, further,
that the Revolving Commitments (or, if the Revolving Commitments have terminated or expired, the Revolving Loans and interests
in L/C Obligations and Swing Line Loans) and Term Loans held or deemed held by a Disqualified Party shall be excluded for purposes
of making a determination of Required Majority in Interest Lenders.


 


“Required Revolving
Lenders”: Lenders the Revolving Commitment Percentage of which aggregate to greater than 50.0%; provided that
the Revolving Commitments (or, if the Revolving Commitments have terminated or expired, the Revolving Loans and interests in L/C
Obligations and Swing Line Loans) held or deemed held by Defaulting Lenders shall be excluded for purposes of making a determination
of Required Revolving Lenders; provided, further, that the Revolving Commitments (or, if the Revolving Commitments
have terminated or expired, the Revolving Loans and interests in L/C Obligations and Swing Line Loans) held or deemed held by a
Disqualified Party shall be excluded for purposes of making a determination of Required Revolving Lenders.


 


“Requirement
of Law”: as to any Person, the Organizational Documents of such Person, and any law, statute, ordinance, code, decree,
treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its material property or to which such Person or any of its material property is subject,
including laws, ordinances and regulations pertaining to zoning, occupancy and subdivision of real properties; provided
that the foregoing shall not apply to any non-binding recommendation of any Governmental Authority.


 




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“Responsible
Officer”: as to any Person, any of the following officers of such Person: (a) the chief executive officer
or the president of such Person and, with respect to financial matters, the chief financial officer, the treasurer or the controller
of such Person, (b) any vice president of such Person or, with respect to financial matters, any assistant treasurer
or assistant controller of such Person, in each case who has been designated in writing to the Administrative Agent or the Collateral
Agent as a Responsible Officer by such chief executive officer or president of such Person or, with respect to financial matters,
by such chief financial officer of such Person, (c) with respect to the fifth and sixth sentences of Subsection
1.2(c), Subsection 7.7 and ERISA matters and without limiting the foregoing, the general counsel (or substantial equivalent)
of such Person, (d) with respect to any Person that does not have officers, the officer listed in clauses (a) through
(c) of a Person that has the authority to act on behalf of such Person and (e) any other individual designated as a
“Responsible Officer” for the purposes of this Agreement by the Board of Directors or equivalent body of such Person.


 


“Restricted
Payment”: as defined in Subsection 8.2(a).


 


“Restricted
Payment Transaction”: any Restricted Payment permitted pursuant to Subsection 8.2, any Permitted Payment, any
Permitted Investment, or any transaction specifically excluded from the definition of the term “Restricted Payment”
(including pursuant to the exception contained in clause (i) of such definition and the parenthetical exclusions contained in clauses
(ii) and (iii) of such definition).


 


“Restricted
Subsidiary”: any Subsidiary of the Borrower other than an Unrestricted Subsidiary.


 


“Revaluation
Date”: (a) with respect to any Revolving Loan denominated in a Designated Foreign Currency, each of the following:
(i) each date on which the Borrower has given the Administrative Agent a notice of borrowing of such Revolving Loan
as specified in the first sentence of Subsection 2.1(b), (ii) the last day of each Fiscal Quarter of the
Borrower, (iii) each date of a conversion or continuation of such Revolving Loan pursuant to Subsection 4.2
and (iv) the effective date of any voluntary reduction of a Revolving Commitment pursuant to Subsection 4.4(c);
(b) with respect to any Letter of Credit denominated in a Designated Foreign Currency, each of the following: (i) each
date on which the Borrower has given the Administrative Agent a Letter of Credit Request in respect of issuance (or amendment that
would have the effect of increasing the face amount thereof) of a Letter of Credit as specified in the first sentence of Subsection 2.6(a)(i)
and 2.6(b)(i) and (ii) the last day of each Fiscal Quarter of the Borrower; (c) such additional
dates as the Administrative Agent or the applicable Issuing Bank shall determine, or the Required Revolving Lenders shall require,
at any time when (i) an Event of Default under Subsection 9.1(a) or (f) has occurred and is continuing
or (ii) to the extent that, and for so long as, the Revolving Exposure (for such purpose, using the Dollar Equivalent
in effect for the most recent Revaluation Date) exceeds 95.0% of the aggregate Revolving Commitments.


 


“Revolving Commitment”:
as to any Lender, the aggregate of its Initial Revolving Commitments, Incremental Revolving Commitments, Supplemental Revolving
Commitments, Extended Revolving Commitments and Specified Refinancing Revolving Commitments; collectively, as to all Lenders, the
“Revolving Commitments.”


 




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“Revolving Commitment
Percentage”: as to any Lender, the percentage of the aggregate Revolving Commitments constituted by its Revolving Commitments
(or, if the Revolving Commitments have terminated or expired, the percentage which (a) the sum of (i) such
Lender’s then outstanding Revolving Loans (including, without limitation, in the case of Revolving Loans made by such Lender
in any Designated Foreign Currency, the Dollar Equivalent of the aggregate unpaid principal amount thereof) plus (ii) such
Lender’s interests in the aggregate L/C Obligations and Swing Line Loans then outstanding then constitutes of (b) the
sum of (i) the aggregate Revolving Loans of all the Lenders then outstanding (including, without limitation, in the
case of Revolving Loans made by any Lender in any Designated Foreign Currency, the Dollar Equivalent of the aggregate unpaid principal
amount thereof) plus (ii) the aggregate L/C Obligations and Swing Line Loans then outstanding); provided
that for purposes of Subsections 4.14(d) and (e), “Revolving Commitment Percentage” shall mean the
percentage of the aggregate Revolving Commitments (disregarding the Revolving Commitment of any Defaulting Lender to the extent
its Swing Line Exposure or L/C Obligations is reallocated to the Non-Defaulting Lenders) constituted by such Lender’s Revolving
Commitment.


 


“Revolving Commitment
Period”: the Initial Revolving Commitment Period, the “Revolving Commitment Period” in respect of any Tranche
of Extended Revolving Commitments as set forth in the applicable Extension Amendment, the “Revolving Commitment Period”
in respect of any Tranche of Incremental Revolving Commitments as set forth in the applicable Incremental Commitment Amendment
or the “Revolving Commitment Period” in respect of any Tranche of Specified Refinancing Revolving Facilities as set
forth in the applicable Specified Refinancing Amendment, as the context may require.


 


“Revolving Exposure”:
at any time the aggregate principal amount at such time of all outstanding Revolving Loans (including, without limitation, in the
case of Revolving Loans denominated in any Designated Foreign Currency, the Dollar Equivalent of the aggregate unpaid principal
amount thereof). The Revolving Exposure of any Lender at any time shall equal its Revolving Commitment Percentage of the aggregate
Revolving Exposure at such time.


 


“Revolving Lender”:
any Lender having a Revolving Commitment and/or a Revolving Loan outstanding hereunder.


 


“Revolving Loans”:
the Initial Revolving Loans, Incremental Revolving Loans, Extended Revolving Loans and Specified Refinancing Revolving Loans, as
the context shall require.


 


“Rollover Indebtedness”:
Indebtedness of the Borrower or a Guarantor issued to any Lender in lieu of such Lender’s pro rata portion of any repayment
of Term Loans made pursuant to Subsection 4.4(a) or (e); so long as (other than in connection with a refinancing
in full of the Facilities) such Indebtedness would not have a weighted average life to maturity that is shorter than the remaining
weighted average life to maturity of the Term Loans being repaid.


 


“S&P”:
Standard & Poor’s Financial Services LLC, a division of S&P Global, Inc., and its successors.


 




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“Sale”:
as defined in clause (3) of the definition of “Consolidated Coverage Ratio.”


 


“Sanctions”:
as defined in clause (c) of the first sentence of Subsection 5.21.


 


“Schedule I
Lender”: a Lender which is a Canadian chartered bank listed on Schedule I of the Bank Act (Canada).


 


“SEC”:
the United States Securities and Exchange Commission or any successor thereto.


 


“Secured Parties”:
the “Secured Parties” as defined in the Guarantee and Collateral Agreement.


 


“Securities
Act”: the Securities Act of 1933, as amended from time to time.


 


“Security Documents”:
the collective reference to each Mortgage related to any Mortgaged Fee Property, the Guarantee and Collateral Agreement and all
other similar security documents hereafter delivered to the Collateral Agent granting or perfecting a Lien on any asset or assets
of any Loan Party to secure the obligations and liabilities of the Loan Parties hereunder and/or under any of the other Loan Documents
or to secure any guarantee by any Guarantor of any such obligations and liabilities, including any security documents executed
and delivered or caused to be delivered to the Collateral Agent pursuant to Subsection 7.9(a), 7.9(b) or 7.9(c),
in each case, as amended, supplemented, waived or otherwise modified from time to time.


 


“Senior ABL
Agreement”: the Credit Agreement, dated as of the Closing Date, among the Borrower, the Canadian borrowers and U.S. subsidiary
borrowers party thereto from time to time, the lenders party thereto from time to time and UBS AG, Stamford Branch (and/or one
of its Affiliates), as administrative agent and collateral agent thereunder, as such agreement may be amended, supplemented, waived
or otherwise modified from time to time or refunded, refinanced, restructured, replaced, renewed, repaid, increased, decreased
or extended from time to time (whether in whole or in part, whether with the original administrative agent and lenders or other
agents and lenders or otherwise, and whether provided under the original Senior ABL Agreement or one or more other credit agreements
or otherwise), except to the extent such agreement, instrument or document expressly provides that it is not intended to be and
is not a Senior ABL Agreement. Any reference to the Senior ABL Agreement hereunder shall be deemed a reference to each Senior ABL
Agreement then in existence.


 


“Senior ABL
Facility”: the collective reference to the Senior ABL Agreement, any Loan Documents (as defined therein), any notes and
letters of credit issued pursuant thereto and any guarantee and collateral agreement, patent, trademark and copyright security
agreement, mortgages, letter of credit applications and other guarantees, pledge agreements, security agreements and collateral
documents, and other instruments and documents, executed and delivered pursuant to or in connection with any of the foregoing,
in each case as the same may be amended, supplemented, waived or otherwise modified from time to time, or refunded, refinanced,
restructured, replaced, renewed, repaid, increased, decreased or extended from time to time (whether in whole or in part, whether
with the original agent and lenders or other agents and lenders or otherwise, and whether provided under the original Senior ABL
Agreement or one or more other credit agreements, indentures (including the Senior Notes Indenture) or financing agreements or
otherwise) except to the extent such agreement, instrument or document expressly provides that it is not intended to be and is
not a Senior ABL Facility. Without limiting the generality of the foregoing, the term “Senior ABL Facility” shall include
any agreement (i) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding
Subsidiaries of the Borrower as additional borrowers or guarantors thereunder, (iii) increasing or decreasing the amount
of Indebtedness Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and
conditions thereof.


 




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“Senior Notes”:
8.00% Senior Notes due 2026 of the Borrower issued on the Closing Date, as the same may be exchanged for substantially similar
senior notes that have been registered under the Securities Act, and as the same or such substantially similar notes may be amended,
supplemented, waived or otherwise modified from time to time.


 


“Senior Notes
Documents”: the Senior Notes Indenture and all other instruments, agreements and other documents evidencing or governing
the Senior Notes or providing for any guarantee, obligation, security or other right in respect thereof.


 


“Senior Notes
Indenture”: the Indenture dated as of the Closing Date, under which the Senior Notes are issued, as the same may be amended,
supplemented, waived or otherwise modified from time to time.


 


“Set”:
the collective reference to Eurodollar Loans or BA Equivalent Loans of a single Tranche, the then current Interest Periods with
respect to all of which begin on the same date and end on the same later date (whether or not such Eurodollar Loans or BA Equivalent
Loans shall originally have been made on the same day).


 


“Settlement
Service”: as defined in Subsection 11.6(b).


 


“Single Employer
Plan”: any Plan which is covered by Title IV or Section 302 of ERISA or Section 412 of the Code, but which is not a Multiemployer
Plan.


 


“Solicited Discount
Proration”: as defined in Subsection 4.4(l)(iv)(3).


 


“Solicited Discounted
Prepayment Amount”: as defined in Subsection 4.4(l)(iv)(1).


 


“Solicited Discounted
Prepayment Notice”: an irrevocable written notice of a Borrower Solicitation of Discounted Prepayment Offer made pursuant
to Subsection 4.4(l)(iv) substantially in the form of Exhibit Q.


 


“Solicited Discounted
Prepayment Offer”: the irrevocable written offer by each Lender, substantially in the form of Exhibit R, submitted
following the Administrative Agent’s receipt of a Solicited Discounted Prepayment Notice.


 


“Solicited Discounted
Prepayment Response Date”: as defined in Subsection 4.4(l)(iv)(1).


 




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“Solvent”
and “Solvency”: with respect to the Borrower and its Subsidiaries on a consolidated basis after giving effect
to the Transactions on the Closing Date and after giving effect to the Atlas Merger, the Atlas Contribution and the repayment of
certain existing Indebtedness of the Atrium Business on the Business Day immediately following the Closing Date means (i) the
Fair Value and Present Fair Salable Value of the assets of the Borrower and its Subsidiaries taken as a whole exceed their Stated
Liabilities and Identified Contingent Liabilities; (ii) the Borrower and its Subsidiaries taken as a whole do not have
Unreasonably Small Capital; and (iii) the Borrower and its Subsidiaries taken as a whole will be able to pay their
Stated Liabilities and Identified Contingent Liabilities as they mature (all capitalized terms used in this definition (other than
“Borrower”, “Closing Date”, “Subsidiary” and “Transactions”, which have the meanings
set forth in this Agreement) shall have the meaning assigned to such terms in the form of solvency certificate attached hereto
as Exhibit H).


 


“Special Purpose
Entity”: (x) any Special Purpose Subsidiary or (y) any other Person that is engaged in the business
of (i) acquiring, selling, collecting, financing or refinancing Receivables, accounts (as defined in the Uniform Commercial
Code or any analogous law, as in effect in any applicable jurisdiction from time to time), other accounts and/or other receivables,
and/or related assets and/or (ii) financing or refinancing in respect of Capital Stock of any Special Purpose Subsidiary.


 


“Special Purpose
Financing”: any financing or refinancing of assets consisting of or including Receivables of the Borrower or any Restricted
Subsidiary that have been transferred to a Special Purpose Entity or made subject to a Lien in a Financing Disposition (including
any financing or refinancing in respect of Capital Stock of a Special Purpose Subsidiary held by another Special Purpose Subsidiary).


 


“Special Purpose
Financing Expense”: for any period, (a) the aggregate interest expense for such period on any Indebtedness
of any Special Purpose Subsidiary that is a Restricted Subsidiary, which Indebtedness is not recourse to the Borrower or any Restricted
Subsidiary that is not a Special Purpose Subsidiary (other than with respect to Special Purpose Financing Undertakings), and (b) Special
Purpose Financing Fees.


 


“Special Purpose
Financing Fees”: distributions or payments made directly or by means of discounts with respect to any participation interest
issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any
Special Purpose Financing.


 


“Special Purpose
Financing Undertakings”: representations, warranties, covenants, indemnities, guarantees of performance and (subject
to clause (y) of the proviso below) other agreements and undertakings entered into or provided by the Borrower or any of its Restricted
Subsidiaries that the Borrower determines in good faith (which determination shall be conclusive) are customary or otherwise necessary
or advisable in connection with a Special Purpose Financing or a Financing Disposition; provided that (x) it
is understood that Special Purpose Financing Undertakings may consist of or include (i) reimbursement and other obligations
in respect of notes, letters of credit, surety bonds and similar instruments provided for credit enhancement purposes, (ii) Hedging
Obligations or other obligations relating to Interest Rate Agreements, Currency Agreements or Commodities Agreements entered into
by the Borrower or any Restricted Subsidiary, in respect of any Special Purpose Financing or Financing Disposition, or (iii) any
Guarantee in respect of customary recourse obligations (as determined in good faith by the Borrower, which determination shall
be conclusive) in connection with any Special Purpose Financing or Financing Disposition, including in respect of Liabilities in
the event of any involuntary case commenced with the collusion of any Special Purpose Subsidiary or any Affiliate thereof, or any
voluntary case commenced by any Special Purpose Subsidiary, under any applicable bankruptcy law, and (y) subject to
the preceding clause (x), any such other agreements and undertakings shall not include any Guarantee of Indebtedness of a Special
Purpose Subsidiary by the Borrower or a Restricted Subsidiary that is not a Special Purpose Subsidiary.


 




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“Special Purpose
Subsidiary”: any Subsidiary of the Borrower that (a) is engaged solely in (x) the business of
(i) acquiring, selling, collecting, financing or refinancing Receivables, accounts (as defined in the Uniform Commercial
Code or any analogous law, as in effect in any applicable jurisdiction from time to time) and other accounts and receivables (including
any thereof constituting or evidenced by chattel paper, instruments or general intangibles), all proceeds thereof and all rights
(contractual and other), collateral and other assets relating thereto, and/or (ii) owning or holding Capital Stock
of any Special Purpose Subsidiary and/or engaging in any financing or refinancing in respect thereof, and (y) any business
or activities incidental or related to such business, and (b) is designated as a “Special Purpose Subsidiary”
by the Borrower.


 


“Specified Discount”:
as defined in Subsection 4.4(l)(ii)(1).


 


“Specified Discount
Prepayment Amount”: as defined in Subsection 4.4(l)(ii)(1).


 


“Specified Discount
Prepayment Notice”: an irrevocable written notice of the Borrower Offer of Specified Discount Prepayment made pursuant
to Subsection 4.4(l)(ii) substantially in the form of Exhibit S.


 


“Specified Discount
Prepayment Response”: the written response by each Lender, substantially in the form of Exhibit T, to a Specified
Discount Prepayment Notice.


 


“Specified Discount
Prepayment Response Date”: as defined in Subsection 4.4(l)(ii)(1).


 


“Specified Discount
Proration”: as defined in Subsection 4.4(l)(ii)(3).


 


“Specified Equity
Contribution”: any cash equity contribution made to the Borrower or any Parent Entity in exchange for Permitted Cure
Securities; provided that (a)(i) such cash equity contribution to the Borrower or any Parent Entity and
(ii) in the case of a contribution to any Parent Entity, the contribution of any proceeds therefrom to, and the receipt
thereof by, the Borrower occur (x) after the Closing Date and (y) on or prior to the date that is 20 Business
Days after the date on which financial statements are required to be delivered for a Fiscal Quarter (or fiscal year) pursuant to
Subsection 7.1(a) or 7.1(b), (b) the Borrower identifies such equity contribution as a “Specified
Equity Contribution” in a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent,
(c) in each four Fiscal Quarter period, there shall exist at least two Fiscal Quarters in respect of which no Specified
Equity Contribution shall have been made, (d) no more than five Specified Equity Contributions may be made during the
term of this Agreement and (e) the amount of any Specified Equity Contribution included in the calculation of Consolidated
EBITDA hereunder shall be limited to the amount required to effect or continue compliance with Subsection 8.10 hereof,
whether or not the financial covenant in Subsection 8.10 is required to be tested, and such amount shall be added to
Consolidated EBITDA solely when calculating Consolidated EBITDA for purposes of determining compliance with Subsection 8.10.


 




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“Specified Existing
Tranche”: as defined in Subsection 2.10(a)(ii).


 


“Specified Refinancing
Amendment”: an amendment to this Agreement effecting the incurrence of Specified Refinancing Facilities in accordance
with Subsection 2.11.


 


“Specified Refinancing
Facilities”: as defined in Subsection 2.11(a).


 


“Specified Refinancing
Indebtedness”: Indebtedness incurred by the Borrower pursuant to and in accordance with Subsection 2.11.


 


“Specified Refinancing
Lenders”: as defined in Subsection 2.11(b).


 


“Specified Refinancing
Loans”: as defined in Subsection 2.11(a).


 


“Specified Refinancing
Revolving Commitment”: as to any Lender, its obligation to make Specified Refinancing Revolving Loans to, and/or participate
in Swing Line Loans made to, and/or participate in Letters of Credit issued on behalf of, the Borrower.


 


“Specified Refinancing
Revolving Facilities”: as defined in Subsection 2.11(a).


 


“Specified Refinancing
Revolving Loans”: as defined in Subsection 2.11(a).


 


“Specified Refinancing
Term Loan Facilities”: as defined in Subsection 2.11(a).


 


“Specified Refinancing
Term Loans”: as defined in Subsection 2.11(a).


 


“Specified Refinancing
Tranche”: Specified Refinancing Facilities with the same terms and conditions made on the same day and any Supplemental
Term Loan or Supplemental Revolving Commitments and Loans in respect thereof, as applicable, added to such Tranche pursuant to
Subsection 2.8.


 


“Specified Representations”:
the representations set forth in (x) the last sentence of Subsection 5.2, (y) Subsections 5.3(a)
(with respect to due organization and valid existence), 5.4 (other than the second sentence thereof), 5.5(c) (with
respect to the incurrence of the Loans, the provision of guarantees and granting of security would contravene the Organizational
Documents of any Loan Party), 5.11, 5.13 (subject to the limitations set forth in the proviso to Subsections 6.1(a),
6.1(g) and 6.1(h)), clause (a) of the first sentence of 5.21 and clause (c) of the first sentence of Subsection
5.21 (with respect to the use of proceeds of the Loans on the Closing Date not violating OFAC) and (z) the first
sentence of Subsection 5.14.


 




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“Sponsor”:
CD&R.


 


“Spot
Rate of Exchange”: on any date of determination, with respect to any currency other than Dollars (for purposes of determining
the Dollar Equivalent), the rate at which such currency may be exchanged into Dollars, as set forth at approximately 11:00 A.M.,
New York City time, on such date on the applicable Bloomberg Key Cross Currency Rates Page.  In the event that any such rate
does not appear on any Bloomberg Key Cross Currency Rates Page, the Spot Rate of Exchange shall be determined by reference to such
other publicly available service for displaying or publication of general circulation which publishes exchange rates as may be
agreed upon by the Administrative Agent and the Borrower, or, in the absence of such agreement, such Spot Rate of Exchange shall
instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency
exchange operations in respect of such currency are then being conducted, at or about 10:00 A.M., local time in such market, on
such date for the purchase of Dollars for delivery two Business Days later; provided that if at the time of any such determination,
for any reason, no such spot rate is being quoted, the Administrative Agent, after consultation with the Borrower, may use any
other reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest
error.


 


“Standby Letter
of Credit”: as defined in Subsection 2.6(a)(i)(y)(i)(A).


 


“Stated Maturity”:
with respect to any Indebtedness, the date specified in such Indebtedness as the fixed date on which the payment of principal of
such Indebtedness is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing
for the repurchase or repayment of such Indebtedness at the option of the holder thereof upon the happening of any contingency).


 


“Statutory Reserves”:
for any day as applied to a Eurodollar Loan, the average maximum rate at which reserves (including any marginal, supplemental or
emergency reserves) are required to be maintained during such Interest Period under Regulation D by member banks of the United
States Federal Reserve System in New York City with deposits exceeding $1,000,000,000 against “Eurocurrency liabilities”
(as such term is used in Regulation D). Eurodollar Loans shall be deemed to constitute Eurocurrency liabilities and to be subject
to such reserve requirements without benefit of or credit for proration, exceptions or offsets which may be available from time
to time to any Lender under Regulation D.


 


“Sterling”
and “₤”: the lawful currency of the United Kingdom.


 


“Submitted Amount”:
as defined in Subsection 4.4(l)(iii)(1).


 


“Submitted Discount”:
as defined in Subsection 4.4(l)(iii)(1).


 


“Subordinated
Obligations”: any Indebtedness of the Borrower (whether outstanding on the Closing Date or thereafter Incurred) that
is expressly subordinated in right of payment to the Cash Flow Facilities Obligations pursuant to a written agreement.


 


“Subsection
2.10 Additional Amendment”: as defined in Subsection 2.10(c).


 




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“Subsidiary”:
as to any Person, a corporation, association, partnership, limited liability company or other entity (a) of which shares
of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such
power only by reason of the happening of a contingency) to elect a majority of the Board of Directors or other managers of such
corporation, partnership, limited liability company or other entity are at the time owned by such Person, or (b) the
management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person
and, in the case of this clause (b), which is treated as a consolidated subsidiary for accounting purposes. Unless otherwise qualified,
all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a
Subsidiary or Subsidiaries of the Borrower.


 


“Subsidiary
Guarantor”: (x) each Domestic Subsidiary (other than any Excluded Subsidiary) of the Borrower which executes
and delivers a Subsidiary Guaranty pursuant to Subsection 7.9 or otherwise, in each case, unless and until such time as
the respective Subsidiary Guarantor (a) ceases to constitute a Domestic Subsidiary of the Borrower in accordance with
the terms and provisions hereof, (b) is designated an Unrestricted Subsidiary pursuant to the terms of this Agreement
or (c) is released from all of its obligations under the Subsidiary Guaranty in accordance with the terms and provisions
thereof and (y) each other Subsidiary of the Borrower which the Borrower causes to execute and deliver a Subsidiary
Guaranty pursuant to the last sentence of Subsection 7.9(b) or otherwise, in each case, unless and until such time as the
respective Subsidiary Guarantor (a) ceases to constitute a Domestic Subsidiary of the Borrower in accordance with the
terms and provisions hereof, (b) is designated an Unrestricted Subsidiary pursuant to the terms of this Agreement or
(c) is released from all of its obligations under the Subsidiary Guaranty in accordance with the terms and provisions
thereof.


 


“Subsidiary
Guaranty”: the guaranty of the Cash Flow Facilities Obligations of the Borrower under the Loan Documents provided pursuant
to the Guarantee and Collateral Agreement or pursuant to a guaranty in such other form as may be agreed between the Borrower and
the Administrative Agent.


 


“Successor Borrower”:
as defined in Subsection 8.7(a)(i).


 


“Supplemental
Revolving Commitments”: as defined in Subsection 2.8(a).


 


“Supplemental
Term Loan Commitments”: as defined in Subsection 2.8(a).


 


“Supplemental
Term Loans”: Term Loans made in respect of Supplemental Term Loan Commitments.


 


“Swing Line
Commitment”: the Swing Line Lender’s obligation to make Swing Line Loans pursuant to Subsection 2.7.


 


“Swing Line
Exposure”: at any time the aggregate principal amount at such time of all outstanding Swing Line Loans. The Swing Line
Exposure of any Revolving Lender at any time shall equal its Revolving Commitment Percentage of the aggregate Swing Line Exposure
at such time.


 




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“Swing Line
Lender”: JPMorgan Chase Bank, N.A., in its capacity as provider of the Swing Line Loans.


 


“Swing Line
Loan Participation Certificate”: a certificate substantially in the form of Exhibit M.


 


“Swing Line
Loans”: as defined in Subsection 2.7(a).


 


“Swing Line
Note”: a Note in substantially the form of Exhibit A-3 evidencing Swing Line Loans of the Swing Line Lender.


 


“Tax Sharing
Agreement”: the Tax Sharing Agreement between the Borrower and Topco to be entered into on or prior to the Closing Date,
as the same may be amended, supplemented, waived or otherwise modified from time to time.


 


“Taxes”:
any and all present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings,
now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority.


 


“Temporary Cash
Investments”: any of the following: (i) any investment in (x) direct obligations of the United
States of America, Canada, the United Kingdom, Switzerland, a member state of the European Union or any country in whose currency
funds are being held pending their application in the making of an investment or capital expenditure by the Borrower or a Restricted
Subsidiary in that country or with such funds, or any agency or instrumentality of any thereof, or obligations Guaranteed by the
United States of America, Canada, the United Kingdom, Switzerland or a member state of the European Union or any country in whose
currency funds are being held pending their application in the making of an investment or capital expenditure by the Borrower or
a Restricted Subsidiary in that country or with such funds, or any agency or instrumentality of any of the foregoing, or obligations
guaranteed by any of the foregoing or (y) direct obligations of any foreign country recognized by the United States
of America rated at least “A” by S&P or “A2” by Moody’s (or, in either case, the equivalent of
such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any
nationally recognized rating organization), (ii) overnight bank deposits, and investments in time deposit accounts,
certificates of deposit, bankers’ acceptances and money market deposits (or, with respect to foreign banks, similar instruments)
maturing not more than one year after the date of acquisition thereof issued by (x) any bank or other institutional
lender under this Agreement or any Senior ABL Facility or any affiliate thereof or (y) a bank or trust company that
is organized under the laws of the United States of America, any state thereof or any foreign country recognized by the United
States of America having capital and surplus aggregating in excess of $250,000,000 (or the foreign currency equivalent thereof)
and whose long term debt is rated at least “A” by S&P or “A2” by Moody’s (or, in either case,
the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of
such rating by any nationally recognized rating organization) at the time such Investment is made, (iii) repurchase
obligations for underlying securities or instruments of the types described in clause (i) or (ii) above entered into with a bank
meeting the qualifications described in clause (ii) above, (iv) Investments in commercial paper, maturing not more
than 24 months after the date of acquisition, issued by a Person (other than that of the Borrower or any of its Subsidiaries),
with a rating at the time as of which any Investment therein is made of “P-2” (or higher) according to Moody’s
or “A-2” (or higher) according to S&P (or, in either case, the equivalent of such rating by such organization or,
if no rating of S&P or Moody’s then exists, the equivalent of such rating by any nationally recognized rating organization),
(v) Investments in securities maturing not more than 24 months after the date of acquisition issued or fully guaranteed
by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof,
and rated at least “BBB-” by S&P or “Baa3” by Moody’s (or, in either case, the equivalent of
such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any
nationally recognized rating organization), (vi) Indebtedness or Preferred Stock (other than of the Borrower or any
of its Subsidiaries) having a rating of “A” or higher by S&P or “A2” or higher by Moody’s (or,
in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the
equivalent of such rating by any nationally recognized rating organization), (vii) investment funds investing at least
90.0% of their assets in securities of the type described in clauses (i) through (vi) above (which funds may also hold cash pending
investment and/or distribution), (viii) any money market deposit accounts issued or offered by a domestic commercial
bank or a commercial bank organized and located in a country recognized by the United States of America, in each case, having capital
and surplus in excess of $250,000,000 (or the foreign currency equivalent thereof), or investments in money market funds subject
to the risk limiting conditions of Rule 2a-7 (or any successor rule) of the SEC under the Investment Company Act of 1940, as amended
and (ix) similar investments approved by the Board of Directors in the ordinary course of business.


 




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“Term Credit
Percentage”: as to any Lender at any time, the percentage of the aggregate outstanding Term Loans (if any) of the Lenders
(including, without limitation, in the case of Term Loans denominated in any Designated Foreign Currency, the Dollar Equivalent
of the aggregate unpaid principal amount thereof) and aggregate unused Term Loan Commitments of the Lenders (if any) then constituted
by such Lender’s outstanding Term Loans (if any) (including, without limitation, in the case of Term Loans made by such Lender
in any Designated Foreign Currency, the Dollar Equivalent of the aggregate unpaid principal amount thereof) and such Lender’s
unused Term Loan Commitments (if any).


 


“Term Loan Commitment”:
as to any Lender, the aggregate of its Initial Term Loan Commitments, Incremental Term Loan Commitment and Supplemental Term Loan
Commitments; collectively as to all Lenders the “Term Loan Commitments.”


 


“Term Loan Declined
Amount”: as defined in Subsection 4.4(h).


 


“Term Loans”:
the Initial Term Loans, Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans, as the context shall
require.


 


“Topco”:
Pisces Parent, LLC, a Delaware limited liability company, and any successor in interest thereto.


 




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“Total Credit
Percentage”: as to any Lender at any time, the percentage which (a) the sum of (i) such Lender’s
Revolving Commitment then outstanding (or, if the Revolving Commitments have terminated or expired, the sum of (x) such
Lender’s then outstanding Revolving Loans (including, without limitation, in the case of Revolving Loans made by such Lender
in any Designated Foreign Currency, the Dollar Equivalent of the aggregate unpaid principal amount thereof) plus (y) such
Lender’s interests in the aggregate L/C Obligations and Swing Line Loans then outstanding) and (ii) such Lender’s
then outstanding Term Loans (if any) (including, without limitation, in the case of Term Loans made by such Lender in any Designated
Foreign Currency, the Dollar Equivalent of the aggregate unpaid principal amount thereof) and such Lender’s unused Term Loan
Commitments (if any) then outstanding constitutes of (b) the sum of (i) the Revolving Commitments of all
Lenders then outstanding (or, if the Revolving Commitments have terminated or expired, the sum of (x) the aggregate
Revolving Loans of all the Lenders then outstanding (including, without limitation, in the case of Revolving Loans denominated
in any Designated Foreign Currency, the Dollar Equivalent of the aggregate unpaid principal amount thereof) plus (y) the
aggregate L/C Obligations and Swing Line Loans of all Lenders then outstanding) and (ii) the aggregate outstanding
Term Loans (if any) of all Lenders then outstanding (including, without limitation, in the case of Term Loans denominated in any
Designated Foreign Currency, the Dollar Equivalent of the aggregate unpaid principal amount thereof) and aggregate unused Term
Loan Commitments of all Lenders (if any) then outstanding.


 


“Trade Payables”:
with respect to any Person, any accounts payable or any indebtedness or monetary obligation to trade creditors created, assumed
or guaranteed by such Person arising in the ordinary course of business in connection with the acquisition of goods or services.


 


“Trading Price”:
as defined in Subsection 11.6(m)(iv)(A)(3)(z).


 


“Tranche”:
(i) with respect to Term Loans or commitments, refers to whether such Term Loans or commitments are (1) Initial
Term Loans or Initial Term Loan Commitments, (2) Incremental Loans or Incremental Term Loan Commitments with the same terms
and conditions made on the same day and any Supplemental Term Loans added to such Tranche pursuant to Subsection 2.8,
(3) Extended Term Loans (of the same Extension Series) or (4) Specified Refinancing Term Loan Facilities with
the same terms and conditions made on the same day and any Supplemental Term Loans added to such Tranche pursuant to Subsection 2.8,
and (ii) with respect to Revolving Loans or commitments, refers to whether such Revolving Loans or commitments are
(1) Initial Revolving Commitments or Initial Revolving Loans, (2) Incremental Revolving Commitments or Incremental
Revolving Loans with the same terms and conditions made on the same day and any Supplemental Revolving Commitments and Loans in
respect thereof added to such Tranche pursuant to Subsection 2.8, (3) Extended Revolving Loans or Extended
Revolving Commitments (of the same Extension Series) or, (4) Specified Refinancing Revolving Facilities with the same
terms and conditions made on the same day any Supplemental Revolving Commitments and Loans in respect thereof added to such Tranche
pursuant to Subsection 2.8.


 




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“Transaction
Agreements”: collectively, (i) the Pisces Acquisition Agreement, (ii) the Atlas Acquisition Agreement,
(iii) the CD&R Expense Reimbursement Agreement, (iv) the CD&R Indemnification Agreement, (v) the
GGC Expense Reimbursement Agreement, (vi) the GGC Indemnification Agreement, (vii) the Ply Gem Tax Receivable
Agreement and (viii) any agreement primarily providing for indemnification and/or contribution for the benefit of any Permitted
Holder in respect of Liabilities resulting from, arising out of or in connection with, based upon or relating to (a) any
management, consulting or advisory services, or any financing, underwriting or placement services or other investment banking activities
to, for or in respect of any Parent Entity or any of its Subsidiaries, (b) any offering of securities or other financing
activity or arrangement of or by any Parent Entity or any of its Subsidiaries or (c) any action or failure to act of
or by any Parent Entity or any of its Subsidiaries (or any of their respective predecessors), in each case as the same may be amended,
supplemented, waived or otherwise modified from time to time in accordance with the terms thereof.


 


“Transactions”:
collectively, any or all of the following (whether taking place prior to, on or following the Closing Date): (i) the
entry into the Pisces Acquisition Agreement and the consummation of the transactions contemplated thereby, including the Pisces
Merger, (ii) the entry into the Atlas Acquisition Agreement and the consummation of the transactions contemplated thereby,
including the Atlas Acquisition, (iii)  the Atlas Contribution, (iv) the
entry into the Senior Notes Documents, and the offer and issuance of the Senior Notes, (v) the entry into this
Agreement and the other Loan Documents and incurrence of Indebtedness hereunder on the Closing Date, (vi) the entry
into the ABL Facility Documents and any incurrence of Indebtedness thereunder on the Closing Date, (vii) the Equity
Contribution, (viii) the repayment of certain existing Indebtedness of the Ply Gem Business, (ix) the repayment
of certain existing Indebtedness of the Atrium Business, (x) the payment of any amounts contemplated by the Ply Gem Tax
Receivable Agreement and (xi) all other transactions relating to any of the foregoing (including payment of fees, premiums
and expenses related to any of the foregoing).


 


“Transferee”:
any Participant or Assignee.


 


“Treasury Capital
Stock”: as defined in Subsection 8.2(b)(i).


 


“Type”:
the type of Loan determined based on the interest option applicable thereto, with there being four Types of Loans hereunder, namely
ABR Loans, Eurodollar Loans, Canadian Prime Rate Loans and BA Equivalent Loans.


 


“UCC”:
the Uniform Commercial Code as in effect in the State of New York from time to time.


 


“Uniform Customs”:
the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500,
as the same may be amended from time to time or, if specified in the applicable Letter of Credit, the Uniform Customs and Practice
for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, as the same may be amended from
time to time.


 


“United States
Person”: any United States person within the meaning of Section 7701(a)(30) of the Code.


 




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“Unrestricted
Cash”: at any date of determination, without duplication, (a) the aggregate amount of cash, Cash Equivalents
and Temporary Cash Investments included in the cash accounts that would be listed on the consolidated balance sheet of the Borrower
prepared in accordance with GAAP as of the end of the most recent four consecutive Fiscal Quarters of the Borrower ending prior
to the date of such determination for which consolidated financial statements of the Borrower are available to the extent such
cash is not classified as “restricted” for financial statement purposes (unless so classified solely because of any
provision under the Loan Documents or any other agreement or instrument governing other Indebtedness that is subject to the ABL/Cash
Flow Intercreditor Agreement, a Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement governing the application
thereof or because they are subject to a Lien securing the Cash Flow Facilities Obligations or other Indebtedness that is subject
to the ABL/Cash Flow Intercreditor Agreement, a Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement), plus
(b) the proceeds from any Incurrence of Indebtedness in reliance on the Ratio Incremental Facility or any other Indebtedness
which is secured by Liens pursuant to clause (s) of the definition of “Permitted Liens”, in each case, since the
date of such consolidated balance sheet and on or prior to the date of determination that are (as determined in good faith by the
Borrower, which determination shall be conclusive) intended to be used for working capital purposes.


 


“Unrestricted
Subsidiary”: (i) any Subsidiary of the Borrower that at the time of determination is an Unrestricted Subsidiary,
as designated by the Board of Directors in the manner provided below, and (ii) any Subsidiary of an Unrestricted Subsidiary.
The Board of Directors may designate any Subsidiary of the Borrower (including any newly acquired or newly formed Subsidiary of
the Borrower) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness
of, or owns or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary of the Borrower that is not a
Subsidiary of the Subsidiary to be so designated; provided, that (A) such designation was made at or prior to
the Closing Date, or (B) the Subsidiary to be so designated has total consolidated assets of $1,000 or less or (C) if
such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Subsection 8.2
and (D) immediately after such designation, no Event of Default under Subsection 9.1(a) or (f) shall
have occurred and be continuing. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary;
provided, that immediately after giving effect to such designation (1) (x) the Borrower could Incur
at least $1.00 of additional Indebtedness under Subsection 8.1(a) or (y) the Consolidated Coverage Ratio would
be equal to or greater than it was immediately prior to giving effect to such designation or (z) such Subsidiary shall
be a Special Purpose Subsidiary with no Indebtedness outstanding other than Indebtedness that can be Incurred (and upon such designation
shall be deemed to be Incurred and outstanding) pursuant to Subsection 8.1(b) and (2) immediately after such
designation, no Event of Default under Subsection 9.1(a) or (f) shall have occurred and be continuing. Any such designation
by the Board of Directors shall be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy
of the resolution of the Borrower’s Board of Directors giving effect to such designation and a certificate of a Responsible
Officer of the Borrower certifying that such designation complied with the foregoing provisions.


 


“U.S. Tax Compliance
Certificate”: as defined in Subsection 4.11(b)(ii)(2).


 


“Vendor Financing
Arrangement”: any supply chain financing arrangement, structured vendor payable program, payables financing arrangement,
reverse factoring arrangement or any other similar arrangement or program pursuant to which the Borrower or any of its Restricted
Subsidiaries provides a vendor an option to factor such vendor’s receivables from the Borrower or such Restricted Subsidiary
to a bank or financial institution.


 




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“Voting Stock”:
as to any entity, all classes of Capital Stock of such entity then outstanding and normally entitled to vote in the election of
directors or all interests in such entity with the ability to control the management or actions of such entity.


 


“Wholly Owned
Domestic Subsidiary”: as to any Person, any Domestic Subsidiary of such Person of which such Person owns, directly or
indirectly through one or more Wholly Owned Subsidiaries, all of the Capital Stock of such Domestic Subsidiary other than directors
qualifying shares or shares held by nominees.


 


“Wholly Owned
Subsidiary”: as to any Person, any Subsidiary of such Person of which such Person owns, directly or indirectly through
one or more Wholly Owned Subsidiaries, all of the Capital Stock of such Subsidiary other than directors qualifying shares or shares
held by nominees.


 


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


 


1.2           Other
Definitional and Interpretive Provisions.


 


(a)          Unless
otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in any Notes, any other
Loan Document or any certificate or other document made or delivered pursuant hereto.


 


(b)          As
used herein and in any Notes and any other Loan Document, and any certificate or other document made or delivered pursuant hereto
or thereto, accounting terms relating to the Borrower and its Restricted Subsidiaries not defined in Subsection 1.1
and accounting terms partly defined in Subsection 1.1, to the extent not defined, shall have the respective meanings given
to them under GAAP.


 


(c)          The
words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Subsection, Schedule
and Exhibit references are to this Agreement unless otherwise specified. The words “include”, “includes”
and “including” shall be deemed to be followed by the phrase “without limitation.” Any
reference herein to any Person shall be construed to include such Person’s successors and assigns permitted hereunder. Any
reference herein to the financial statements (or any component thereof) of the Borrower shall be construed to include the financial
statements (or the applicable component thereof) of the Borrower or any Parent Entity whose financial statements satisfy the Borrower’s
reporting obligations under Subsection 7.1. With respect to any Default or Event of
Default, the words “exists,” “is continuing” or similar expressions with respect thereto shall mean that
such Default or Event of Default has occurred and has not yet been cured or waived. If any Default or Event of Default has occurred
hereunder (any such Default or Event of Default, an “Initial Default”) and is subsequently cured (a “Cured
Default”), any other Default or Event of Default that resulted from (i) the making or deemed making of any
representation or warranty by any Loan Party or (ii) the taking of any action by any Loan Party or any Subsidiary of
any Loan Party that was prohibited hereunder solely as a result of the continuation of such Cured Default (and was not otherwise
prohibited by this Agreement), in each case which subsequent Default or Event of Default would not have arisen had the Cured Default
not been continuing at the time of such representation, warranty or action, shall be deemed to automatically be cured upon, and
simultaneously with, the cure of the Cured Default, so long as at the time of such representation, warranty or action, no Responsible
Officer of the Borrower had knowledge of any such Initial Default. To the extent not already so notified, the Borrower will provide
prompt written notice of any such automatic cure to the Administrative Agent after a Responsible Officer of the Borrower knows
of the occurrence of any such automatic cure.


 




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(d)          For
purposes of determining any financial ratio or making any financial calculation for any fiscal quarter (or portion thereof) ending
prior to the Closing Date, the components of such financial ratio or financial calculation shall be determined on a pro forma basis
to give effect to the Transactions as if they had occurred at the beginning of such four-quarter period; and each Person that is
a Restricted Subsidiary upon giving effect to the Transactions shall be deemed to be a Restricted Subsidiary for purposes of the
components of such financial ratio or financial calculation as of the beginning of such four-quarter period.


 


(e)          For
purposes of this Agreement for periods ending on or prior to the Closing Date, references to the consolidated financial statements
of the Borrower (or any Parent Entity) shall be to the consolidated financial statements of Ply Gem Holdings and the consolidated
financial statements of Atrium Corporation, with pro forma effect being given to the Transactions (with Ply Gem Holdings, Atrium
Corporation and their respective Subsidiaries that are Subsidiaries of the Borrower after giving effect to the Transactions being
deemed Subsidiaries of the Borrower), as the context may require, provided that nothing in this clause (e) shall require
the delivery of combined or consolidated financial statements or other similar materials for or with respect to the Ply Gem Business
or the Atrium Business, except as otherwise specifically required by this Agreement.


 


(f)          Any
financial ratios required to be maintained pursuant to this Agreement (or required to be satisfied in order for a specific action
to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying
the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down
to the nearest number (rounding up if there is no nearest number).


 


(g)          Any
references in this Agreement to “cash and/or Cash Equivalents”, “cash, Cash Equivalents and/or Temporary Cash
Investments” or any similar combination of the foregoing shall be construed as not double counting cash or any other applicable
amount which would otherwise be duplicated therein.


 


(h)          The
meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.


 




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(i)          In
connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance
with any provision of this Agreement which requires that no Default, Event of Default or specified Default or Event of Default,
as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option
of the Borrower, be deemed satisfied, so long as no Default, Event of Default or specified Default or Event of Default, as applicable,
exists on the date (x) a definitive agreement for such Limited Condition Transaction is entered into, (y) in connection
with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any
equivalent thereof under the laws, rules or regulations in any other applicable jurisdiction) applies, on which a “Rule
2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made
(or the equivalent notice under such equivalent laws, rules or regulations in such other
applicable jurisdiction) or (z) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge
or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given. For the avoidance of doubt, if the Borrower has exercised
its option under the first sentence of this clause (i), and any Default, Event of Default or specified Default or Event of Default,
as applicable, occurs following the date (x) a definitive agreement for the applicable Limited Condition Transaction was
entered into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or
any equivalent thereof under the laws, rules or regulations in any other applicable jurisdiction) applies, on which a “Rule
2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made
(or the equivalent notice under such equivalent laws, rules or regulations in such other
applicable jurisdiction) or (z) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge
or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given and prior to the consummation of such Limited Condition
Transaction, any such Default, Event of Default or specified Default or Event of Default, as applicable, shall be deemed to not
have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition
Transaction is permitted hereunder.


 


(j)          In
connection with any action being taken in connection with a Limited Condition Transaction, for purposes of:


 


(i)          determining
compliance with any provision of this Agreement which requires the calculation of the Consolidated Coverage Ratio, the Consolidated
Secured Leverage Ratio or the Consolidated Total Leverage Ratio or any other financial measure;


 


(ii)         testing
baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Tangible Assets or Four Quarter
Consolidated EBITDA); or


 


(iii)        any
other determination as to whether any such Limited Condition Transaction and any related transactions (including any financing
thereof) complies with the covenants or agreements contained in this Agreement;


 




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in each case,
at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction,
an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed
to be the date (x) a definitive agreement for such Limited Condition Transaction is entered into, (y) in connection
with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any
equivalent thereof under the laws, rules or regulations in any other applicable jurisdiction) applies, on which a “Rule
2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made
(or the equivalent notice under such equivalent laws, rules or regulations in such other
applicable jurisdiction) or (z) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge
or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given, as applicable (the “LCT Test Date”),
and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection
therewith (including any Incurrence or Discharge of Indebtedness and Liens and the use of proceeds thereof) as if they had occurred
at the beginning of the most recent four consecutive Fiscal Quarters of the Borrower ending prior to the LCT Test Date for which
consolidated financial statements of the Borrower are available, the Borrower could have taken such action on the relevant LCT
Test Date in compliance with such ratio, basket or amount, such ratio, basket or amount shall be deemed to have been complied with.
For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, baskets or amounts for which compliance
was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio, basket or amount,
including due to fluctuations in exchange rates or in Consolidated EBITDA or Consolidated Tangible Assets of the Borrower or the
Person subject to such Limited Condition Transaction or any applicable currency exchange rate, at or prior to the consummation
of the relevant transaction or action, such ratios, baskets or amounts will not be deemed to have been exceeded as a result of
such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any
subsequent calculation of any ratio, basket or amount with respect to the Incurrence or Discharge of Indebtedness or Liens, or
the making of Restricted Payments, Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially
all of the assets of the Borrower or the designation of an Unrestricted Subsidiary on or following the relevant LCT Test Date and
prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such
Limited Condition Transaction (if an acquisition or investment) is terminated or expires without consummation of such Limited Condition
Transaction, any such ratio, basket or amount shall be calculated on a pro forma basis assuming such Limited Condition Transaction
and other transactions in connection therewith (including any Incurrence or Discharge of Indebtedness and Liens and the use of
proceeds thereof) have been consummated.


 




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SECTION 2


 


Amount and Terms of
Commitments


 


2.1           Initial
Term Loans and Initial Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender holding an Initial
Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each,
an “Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth
opposite such Lender’s name in Schedule A under the heading “Initial Term Loan Commitment”, as such amount
may be adjusted or reduced pursuant to the terms hereof, which Initial Term Loans:


 


(i)          except
as hereinafter provided, shall, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or
Eurodollar Loans; and


 


(ii)         shall
be made by each such Lender in an aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender.


 


Without limitation of
Subsections 2.8 and 8.1(b)(i), once repaid, Initial Term Loans incurred hereunder may not be reborrowed. On the Closing
Date (after giving effect to the incurrence of Initial Term Loans on such date), the Initial Term Loan Commitments of each Lender
shall terminate.


 


(b)          Subject
to the terms and conditions hereof, each Lender holding an Initial Revolving Commitment severally agrees to make revolving credit
loans (together, the “Initial Revolving Loans”) to the Borrower from time to time in Dollars or, at the request
of the Borrower, in any Designated Foreign Currency during the Initial Revolving Commitment Period in an aggregate principal amount
at any one time outstanding the Dollar Equivalent of which, when added to such Lender’s Revolving Commitment Percentage of
the sum of the Dollar Equivalent of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does not exceed
the amount of such Lender’s Revolving Commitment then in effect (after giving effect to the use of the proceeds thereof on
the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) (it being understood
and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Loans in any Designated
Foreign Currency and, to the extent applicable, the then outstanding L/C Obligations in respect of any Letters of Credit denominated
in any Designated Foreign Currency on the date on which the Borrower has given the Administrative Agent a notice of borrowing with
respect to any Revolving Loan for purposes of determining compliance with this Subsection 2.1(b)). During the Initial
Revolving Commitment Period, the Borrower may use the Initial Revolving Commitments by borrowing, prepaying the Initial Revolving
Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. Except as hereinafter provided,
Revolving Loans shall, at the option of the Borrower, (x) in the case of Revolving Loans denominated in Dollars, be
incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans, (y) in the case of Revolving Loans denominated
in Canadian Dollars, be incurred and maintained as, and/or converted into, Canadian Prime Rate Loans or BA Equivalent Loans and
(z) in the case of Revolving Loans denominated in any Designated Foreign Currency (other than Canadian Dollars), be incurred
and maintained as Eurodollar Loans.


 




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2.2           Notes.
(a) The Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or
in connection with any assignment pursuant to Subsection 11.6(b), in order to evidence such Lender’s Loan, the Borrower
shall execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, A-2 or A-3,
as applicable (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Note”, and,
collectively, the “Notes”), in each case with appropriate insertions therein as to payee, date and principal
amount, payable to such Lender and in a principal amount equal to the unpaid principal amount of the applicable Loans made (or
acquired by assignment pursuant to Subsection 11.6(b)) by such Lender to the Borrower. Each Note shall be dated the Closing
Date and shall be payable as provided in Subsection 2.2(b) and provide for the payment of interest in accordance with Subsection
4.1.


 


(b)          The
Initial Term Loans of all the Lenders shall be payable in consecutive quarterly installments beginning on September 28, 2018 up
to and including the Initial Term Loan Maturity Date (subject to reduction as provided in Subsection 4.4), on the dates
(each such date, an “Installment Date”) and in the principal amounts, subject to adjustment as set forth below,
equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the applicable Installment
Dates (or, if less, the aggregate amount of such Initial Term Loans then outstanding):


 


	Date	 	Amount
	 	 	 
	The last Business Day of each Fiscal Quarter ending prior to the Initial Term Loan Maturity Date	 	0.25% of the aggregate initial principal amount of the Initial Term Loans on the Closing Date
	 	 	 
	Initial Term Loan Maturity Date	 	all unpaid aggregate principal amounts of any outstanding Initial Term Loans


 


2.3           Procedure
for Initial Term Loan Borrowing. The Borrower shall have given the Administrative Agent notice (which notice must have been
received by the Administrative Agent prior to 12:00 P.M., New York City time, one Business Day prior to the Closing Date (or such
later time as may be agreed by the Administrative Agent in its reasonable discretion), and shall be revocable at any time prior
to funding), specifying the amount of the Initial Term Loans to be borrowed by the Borrower. Upon receipt of such notice, the Administrative
Agent shall promptly notify each applicable Lender thereof. Each Lender having an Initial Term Loan Commitment will make the amount
of its pro rata share of the applicable Initial Term Loan Commitments available to the Administrative Agent, in each case for the
account of the Borrower at the office of the Administrative Agent specified in Subsection 11.2 prior to 10:00 A.M., New
York City time (or, if the time period for the Borrower’s delivery of notice was extended, such later time as agreed to by
the Borrower and the Administrative Agent in its reasonable discretion, but in no event less than one hour following notice), on
the Closing Date in funds immediately available to the Administrative Agent. The Administrative Agent shall on such date credit
the account of the Borrower on the books of the Administrative Agent with the aggregate of the amounts made available to the Administrative
Agent by the Lenders and in like funds as received by the Administrative Agent.


 




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2.4           Procedure
for Revolving Credit Borrowing. (a) The Borrower may borrow under the Revolving Commitments during the applicable Revolving
Commitment Period on any Business Day; provided that the Borrower shall give the Administrative Agent irrevocable notice
in substantially the form of Exhibit L-1 or in such other form as may be agreed between the Borrower and the Administrative Agent
(a “Borrowing Request”) (which Borrowing Request must be received by the Administrative Agent prior to (a) 12:00
P.M., New York City time, one Business Day prior to the Closing Date (or such later time as may be agreed by the Administrative
Agent in its reasonable discretion), if the requested Borrowing Date is the Closing Date, (b) 1:00 P.M., New York City
time, at least three Business Days (or, in each case, such shorter period as may be agreed by the Administrative Agent in its reasonable
discretion) prior to the requested Borrowing Date (if such Borrowing Date is not the Closing Date), if all or any part of the requested
Revolving Loans are to be initially Eurodollar Loans or BA Equivalent Loans or (c) 9:00 A.M., New York City time
(or such later time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) on the requested
Borrowing Date (if such Borrowing Date is not the Closing Date), for ABR Loans or (B) at least one Business Day prior to
the requested Borrowing Date (if such Borrowing Date is not the Closing Date), for Canadian Prime Rate Loans, and, in each case,
which Borrowing Request may be revoked (with Subsection 4.12 applying thereto, if applicable) at any time prior to
funding), in each case specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether
the borrowing is to be of Loans denominated in Dollars, Canadian Dollars, Euro, Sterling or another Designated Foreign Currency,
(iv) whether the borrowing is to be of Eurodollar Loans, ABR Loans, BA Equivalent Loans, Canadian Prime Rate Loans
or a combination thereof and (v) if the borrowing is to be entirely or partly of Eurodollar Loans or BA Equivalent Loans,
the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor.


 


(b)          (w)
Each borrowing of ABR Loans under the Revolving Commitments shall be in an amount equal to, except any ABR Loan under the Revolving
Commitments to be used solely to pay a like amount of outstanding Reimbursement Obligations or Swing Line Loans, $500,000 or a
whole multiple of $250,000 in excess thereof (or, if the then Available Revolving Commitments are less than $500,000, (A)
$250,000 or a whole multiple thereof or (B) such lesser amount), (x) the Dollar Equivalent of the principal
amount of each borrowing of Canadian Prime Rate Loans under the Revolving Commitments shall be in an amount equal to, except any
Canadian Prime Rate Loan to be used solely to pay a like amount of outstanding Reimbursement Obligations, $500,000 or a whole multiple
of $250,000 in excess thereof (or, if the then Available Revolving Commitments are less than $500,000, (A) $250,000 or a
whole multiple thereof or (B) such lesser amount), (y) each borrowing of Eurodollar Loans under the Revolving Commitments
shall be in an amount equal to (or, in the case of Eurodollar Loans to be made in Euro, Sterling or other applicable Designated
Foreign Currency, the Dollar Equivalent of the principal amount thereof shall be in an amount equal to) $5,000,000 or a whole multiple
of $1,000,000 in excess thereof and (z) the Dollar Equivalent of the principal amount of each borrowing of BA Equivalent
Loans under the Revolving Commitments shall be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof.
Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Revolving Lender thereof.
Subject to the satisfaction of the applicable conditions precedent specified in Subsection 6.2 (or, Subsection 6.1
in the case of an initial borrowing hereunder on the Closing Date), each Lender shall make the amount of its pro rata share of
each borrowing of Revolving Loans available to the Administrative Agent for the account of the Borrower at the office of the Administrative
Agent specified in Subsection 11.2 prior to (i) 2:30 P.M., in the case of Loans denominated in Dollars
or Canadian Dollars, and (ii) 1:00 P.M. in the case of Loans denominated in Euro, Sterling or other applicable Designated
Foreign Currency (or, if the time period for the Borrower’s delivery of notice was extended, such later time as agreed to
by the Borrower and the Administrative Agent in its reasonable discretion, but in no event less than two hours following notice)
(or 10:00 A.M., in the case of an initial borrowing hereunder (or, if the time period for the Borrower’s delivery of notice
was extended, such later time as agreed to by the Borrower and the Administrative Agent in its reasonable discretion, but in no
event less than one hour following notice)), New York City time, or at such other office of the Administrative Agent or at
such other time as to which the Administrative Agent shall notify such Lender and the Borrower reasonably in advance of the Borrowing
Date with respect thereto, on the Borrowing Date requested by the Borrower in Dollars or the applicable Designated Foreign Currency
and in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the
Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds
as received by the Administrative Agent.


 




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2.5           Repayment
of Loans. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent in the currency in which the
applicable Loans are denominated for the account of: (i) each Lender the then unpaid principal amount of each Initial
Term Loan of such Lender made to the Borrower, on the Initial Term Loan Maturity Date (or such earlier date on which the Initial
Term Loans become due and payable pursuant to Section 9), (ii) each Lender the then unpaid principal amount
of each Initial Revolving Loan of such Lender made to the Borrower, on the Initial Revolving Maturity Date (or such earlier date
on which the Initial Revolving Loans become due and payable pursuant to Section 9) and (iii) the Swing
Line Lender, the then unpaid principal amount of the Swing Line Loans made to the Borrower, on the Initial Revolving Maturity Date
(or such earlier date on which the Swing Line Loans become due and payable pursuant to Section 9). The Borrower hereby,
further agrees to pay interest (which payments shall be payable in the same currency in which the respective Loan is denominated)
on the unpaid principal amount of such Loans from time to time outstanding from the Closing Date until payment in full thereof
at the rates per annum, and on the dates, set forth in Subsection 4.1.


 


(b)          Each
Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such
Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid
to such Lender from time to time under this Agreement.


 


(c)          The
Administrative Agent shall maintain the Register pursuant to Subsection 11.6(b), and a subaccount therein for each Lender,
in which shall be recorded (i) the amount of each Loan made hereunder, whether such Loan is a Term Loan or a Revolving Loan,
the Type thereof, the Tranche thereof, the currency of such Loan and each Interest Period, if any, applicable thereto, (ii)
the amount of any principal or interest due and payable or to become due and payable from the Borrower to each applicable Lender
hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each applicable
Lender’s share thereof.


 




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(d)         The
entries made in the Register and the accounts of each Lender maintained pursuant to Subsection 2.5(c) shall, to the extent
permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded;
provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such
account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest)
the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.


 


2.6         Letters
of Credit.


 


(a)          L/C
Commitment.


 


(i)          Subject
to the terms and conditions hereof, each Issuing Bank, in reliance on the agreements of the other Lenders set forth in Subsection 2.6(d)(i),
agrees to issue letters of credit (the letters of credit issued on or after the Closing Date pursuant to this Subsection 2.6,
collectively, the “Letters of Credit”) for the account of the Borrower and any of its Restricted Subsidiaries
on any Business Day during the Initial Revolving Commitment Period, but in no event later than the 30th day prior to the Initial
Revolving Maturity Date in such form as may be approved from time to time by such Issuing Bank; provided that (x) no
Issuing Bank shall issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations in
respect of Letters of Credit issued would exceed the L/C Commitment Amount or (ii) the Aggregate Outstanding Revolving
Credit of all the Revolving Lenders would exceed the Revolving Commitments of all the Revolving Lenders then in effect and (y) a
Letter of Credit shall be issued by an Issuing Bank, unless the L/C Obligations in respect of Letters of Credit issued by such
Issuing Bank would exceed such Issuing Bank’s L/C Commitment Amount Individual Sublimit (unless such Issuing Bank agrees
to do so in its sole discretion) after giving effect to the issuance of such Letter of Credit (it being understood and agreed that
the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Loans in any Designated Foreign
Currency and the then outstanding L/C Obligations in respect of any Letters of Credit denominated in any Designated Foreign Currency
on the date on which the Borrower has given the Administrative Agent a Letter of Credit Request with respect to any Letter of Credit
for purposes of determining compliance with this Subsection 2.6(a)(i)). Each Letter of Credit shall (i) be
denominated in Dollars or a Designated Foreign Currency and shall be either (A) a standby letter of credit issued to
support obligations of the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, which finance the working capital
and business needs of the Borrower and its Subsidiaries incurred in the ordinary course of business (a “Standby Letter
of Credit”) or (B) a commercial letter of credit in respect of the purchase of goods or services by the Borrower
or any of its Restricted Subsidiaries in the ordinary course of business (a “Commercial Letter of Credit”),
it being agreed that (x) Deutsche Bank AG New York Branch, UBS AG, Stamford Branch, Barclays Bank PLC, Goldman Sachs Bank
USA, Royal Bank of Canada and Jefferies Finance LLC shall not be obligated to issue any Commercial Letters of Credit and (y)
Jefferies Finance LLC shall not be obligated to issue any Letter of Credit denominated in any Designated Foreign Currency, in each
case unless separately agreed between such Issuing Bank (in its sole discretion) and the Borrower, and (ii) unless
otherwise agreed by the applicable Issuing Bank, mature not more than twelve months after the date of issuance (automatically renewable
annually thereafter or for such longer period of time, in each case, as may be agreed by the relevant Issuing Bank) and, in any
event, no later than five Business Days prior to the Initial Revolving Maturity Date (except to the extent cash collateralized
or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Bank). Each Letter of Credit shall be deemed
to constitute a utilization of the Revolving Commitments and shall be participated in (as more fully described in following Subsection 2.6(d)(i))
by the Revolving Lenders in accordance with their respective Revolving Commitment Percentages.


 




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(ii)         Unless
otherwise agreed by the applicable Issuing Bank and the Borrower, each Letter of Credit shall be governed by, and shall be construed
in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each
Standby Letter of Credit, and the Uniform Customs shall apply to each Commercial Letter of Credit. The ISP shall not in any event
apply to this Agreement.


 


(iii)        An
Issuing Bank shall not at any time issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing
Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.


 


(b)         Procedure
for Issuance of Letters of Credit.


 


(i)          The
Borrower may from time to time request during the Initial Revolving Commitment Period, but in any event no later than the 30th
day prior to the Initial Revolving Maturity Date, that an Issuing Bank issue a Letter of Credit by delivering to such Issuing Bank
and the Administrative Agent, at their respective addresses for notices specified herein, a Letter of Credit Request therefor (completed
to the reasonable satisfaction of such Issuing Bank), and such other Issuer Documents as such Issuing Bank may reasonably request.
Each Letter of Credit Request shall specify the Designated Foreign Currency in which the requested Letter of Credit is to be denominated
(or specify that the requested Letter of Credit is to be denominated in Dollars). Upon receipt of any Letter of Credit Request,
the applicable Issuing Bank shall (i) confirm with the Administrative Agent (in writing) that the Administrative Agent
has received a copy of such Letter of Credit Request from the Borrower and, if not so received, such Issuing Bank shall provide
the Administrative Agent with a copy thereof and (ii) process such Letter of Credit Request and the certificates, documents
and other papers and information delivered to it in connection therewith in accordance with its customary procedures and, unless
notified by the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment
of the applicable Letter of Credit, that one or more applicable conditions contained in Subsection 6.2 shall not then
be satisfied, shall promptly issue the Letter of Credit requested thereby (but in no event shall such Issuing Bank be required
to issue any Letter of Credit earlier than three Business Days after its receipt of the Letter of Credit Request therefor and all
such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of
Credit to the beneficiary thereof or as otherwise may be agreed by such Issuing Bank and the Borrower. The applicable Issuing Bank
shall furnish a copy of such Letter of Credit to the Borrower promptly following the issuance thereof. Promptly after the issuance
or amendment of any Standby Letter of Credit, the applicable Issuing Bank shall notify the Borrower and the Administrative Agent,
in writing, of such issuance or amendment and such notice shall be accompanied by a copy of such issuance or amendment. Upon receipt
of such notice, the Administrative Agent shall promptly notify the Lenders, in writing, of such issuance or amendment, and if so
requested by a Lender the Administrative Agent shall provide to such Lender copies of such issuance or amendment. With regard to
Commercial Letters of Credit, each Issuing Bank shall on the first Business Day of each week provide the Administrative Agent,
by facsimile, with a report detailing the aggregate daily outstanding Commercial Letters of Credit during the previous week.


 




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(ii)         The
making of each request for a Letter of Credit by the Borrower shall be deemed to be a representation and warranty by the Borrower
that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Subsection 2.6(a).
Unless an Issuing Bank has received notice from the Administrative Agent before it issues a Letter of Credit that one or more of
the applicable conditions specified in Subsection 6.2 have not been satisfied, or that the issuance of such Letter
of Credit would violate Subsection 2.6(a), then such Issuing Bank may issue the requested Letter of Credit in accordance
with such Issuing Bank’s usual and customary practices.


 


(c)          Fees,
Commissions and Other Charges.


 


(i)           The
Borrower agrees to pay to the Administrative Agent, for the account of the relevant Issuing Bank and the L/C Participants, a letter
of credit commission with respect to each Letter of Credit issued by such Issuing Bank on its behalf, computed for the period from
and including the date of issuance of such Letter of Credit through to the expiration date of such Letter of Credit, computed at
a rate per annum equal to the Applicable Margin then in effect for Eurodollar Loans (or in the case of Canadian Dollars, BA Equivalent
Loans) that are Revolving Loans calculated on the basis of a 360 day year for the actual days elapsed, of the maximum amount available
to be drawn under such Letter of Credit, payable on the last Business Day of each Fiscal Quarter in arrears on each L/C Fee Payment
Date with respect to such Letter of Credit and on the Initial Revolving Maturity Date or such earlier date as the Revolving Commitments
shall terminate as provided herein. Such commission shall be payable to the Administrative Agent for the account of the Lenders
to be shared ratably among them in accordance with their respective Revolving Commitment Percentages. The Borrower shall pay to
the Administrative Agent for the account of the relevant Issuing Bank with respect to each Letter of Credit issued on its behalf
a fee equal to 1/8 of 1% per annum of the maximum amount available to be drawn under such Letter of Credit (or such other fee as
may be agreed between any such Issuing Bank and the Borrower) (the “L/C Facing Fee”), payable quarterly in arrears
on each L/C Fee Payment Date with respect to such Letter of Credit and on the Initial Revolving Maturity Date or such other date
as the Revolving Commitments shall terminate. Such commissions and fees shall be nonrefundable. Such fees and commissions shall
be payable in Dollars, notwithstanding that a Letter of Credit may be denominated in any Designated Foreign Currency. In respect
of a Letter of Credit denominated in any Designated Foreign Currency, such fees and commissions shall be converted into Dollars
at the Spot Rate of Exchange on the date on which they are paid (or, if such date is not a Business Day, at the Spot Rate of Exchange
on the Business Day next preceding such date).


 




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(ii)         In
addition to the foregoing commissions and fees, the Borrower agrees to pay or reimburse the Administrative Agent, for the account
of the relevant Issuing Bank, for such normal and customary costs and expenses as are incurred or charged by such Issuing Bank
in issuing, effecting payment under, amending or otherwise administering any Letter of Credit issued by such Issuing Bank.


 


(iii)        The
Administrative Agent shall, promptly following its receipt thereof, distribute to the applicable Issuing Bank and the L/C Participants
all commissions and fees received by the Administrative Agent for their respective accounts pursuant to this Subsection 2.6(c).


 


(d)         L/C
Participations.


 


(i)           Each
Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each such Issuing Bank to issue
Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from
the applicable Issuing Bank, without recourse or warranty, on the terms and conditions hereinafter stated, for such L/C Participant’s
own account and risk an undivided interest equal to such L/C Participant’s Revolving Commitment Percentage (determined on
the date of issuance of the relevant Letter of Credit) in such Issuing Bank’s obligations and rights under each Letter of
Credit issued or continued hereunder, the amount of each draft paid by each such Issuing Bank thereunder and the obligations of
the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions shall be payable directly
to the Administrative Agent for the account of the applicable Issuing Bank and L/C Participants, as provided in Subsection 2.6(c),
and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit)
and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with each
Issuing Bank that, if a draft is paid under any Letter of Credit for which such Issuing Bank is not reimbursed in full by the Borrower
in respect of such Letter of Credit in accordance with Subsection 2.6(e)(i) (an “L/C Disbursement”),
such L/C Participant shall pay to the Administrative Agent for the account of the applicable Issuing Bank upon demand (which demand,
in the case of any demand made in respect of any draft under a Letter of Credit denominated in any Designated Foreign Currency,
shall not be made prior to the date that the amount of such draft shall be converted into Dollars in accordance with Subsection 2.6(e)(i))
at the Administrative Agent’s address for notices specified herein an amount equal to such L/C Participant’s Revolving
Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed; provided that nothing
in this paragraph shall relieve any Issuing Bank of any liability resulting from the bad faith, gross negligence or willful misconduct
of such Issuing Bank (as determined in a final non-appealable judgment of a court of competent jurisdiction), or otherwise affect
any defense or other right that any L/C Participant may have as a result of such bad faith, gross negligence or willful misconduct.
All calculations of the L/C Participants’ Revolving Commitment Percentages shall be made from time to time by the Administrative
Agent, which calculations shall be conclusive absent manifest error.


 




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(ii)         If
any amount required to be paid by any L/C Participant to the Administrative Agent for the account of an Issuing Bank on demand
by such Issuing Bank pursuant to Subsection 2.6(d)(i) in respect of any unreimbursed portion of any payment made by
such Issuing Bank under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Bank within three
Business Days after the date such demand is made, such L/C Participant shall pay to the Administrative Agent for the account of
such Issuing Bank on demand an amount equal to the product of such amount, times the daily average Federal Funds Effective
Rate during the period from and including the date such payment is required to the date on which such payment is immediately available
to the Administrative Agent for the account of such Issuing Bank, times a fraction the numerator of which is the number
of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant
pursuant to Subsection 2.6(d)(i) is not in fact made available to the Administrative Agent for the account of such
Issuing Bank by such L/C Participant within three Business Days after the date such payment is due, such Issuing Bank shall be
entitled to recover from such L/C Participant, on demand, such amount with interest thereon (with interest based on the Dollar
Equivalent of any amounts denominated in Designated Foreign Currencies) calculated from such due date at the rate per annum applicable
to Revolving Loans maintained as ABR Loans hereunder. A certificate of an Issuing Bank submitted to any L/C Participant with respect
to any amounts owing under this Subsection 2.6(d)(ii) (which shall include calculations of any such amounts in reasonable
detail) shall be conclusive in the absence of manifest error.


 


(iii)        Whenever,
at any time after an Issuing Bank has made payment under any Letter of Credit and has received through the Administrative Agent
from any L/C Participant its pro rata share of such payment in accordance with Subsection 2.6(d)(i), such Issuing Bank
receives through the Administrative Agent any payment related to such Letter of Credit (whether directly from the Borrower or otherwise,
including proceeds of Collateral applied thereto by the Administrative Agent or by such Issuing Bank), or any payment of interest
on account thereof, the Administrative Agent will, if such payment is received prior to 1:00 P.M., New York City time, on
a Business Day, distribute to such L/C Participant its pro rata share thereof prior to the end of such Business Day and otherwise
the Administrative Agent will distribute such payment on the next succeeding Business Day; provided, however, that
in the event that any such payment received by an Issuing Bank through the Administrative Agent shall be required to be returned
by such Issuing Bank, such L/C Participant shall return to such Issuing Bank through the Administrative Agent the portion thereof
previously distributed by the Administrative Agent to it.


 




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(e)          Reimbursement
Obligation of the Borrower.


 


(i)          Each
Issuing Bank shall, upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit,
notify the Borrower and the Administrative Agent thereof. The Borrower hereby agrees to reimburse each Issuing Bank (through the
Administrative Agent) upon receipt by the Borrower of notice from the applicable Issuing Bank of the date and amount of a draft
presented under any Letter of Credit issued on its behalf and paid by such Issuing Bank, for the amount of such draft so paid and
any fees, charges or other costs or expenses (excluding, in each case, any taxes) reasonably incurred by such Issuing Bank in connection
with such payment. Each such payment shall be made to the Administrative Agent for the account of the applicable Issuing Bank at
its address for notices specified herein in the currency in which such Letter of Credit is denominated (except that, in the case
of any Letter of Credit denominated in a Designated Foreign Currency, in the event that such payment is to be made in Dollars pursuant
to the following sentence, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of
such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available
funds, no later than 3:00 P.M., New York City time, on the next succeeding Business Day after the date on which the Borrower receives
such notice. In the case of a Letter of Credit denominated in a Designated Foreign Currency, the Borrower shall reimburse the applicable
Issuing Bank in such Designated Foreign Currency, unless (A) such Issuing Bank (at its option) shall have specified
in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement
in Dollars, the Borrower shall have notified such Issuing Bank promptly following receipt of the notice of drawing that the Borrower
will reimburse such Issuing Bank in Dollars. Any conversion by an Issuing Bank of any payment to be made in respect of any Letter
of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection 2.6(e)(i)
shall be conclusive and binding upon the Borrower and the Lenders in the absence of manifest error; provided that upon the
request of the Borrower or any Lender, the applicable Issuing Bank shall provide to the Borrower or such Lender a certificate including
reasonably detailed information as to the calculation of such conversion.


 


(ii)         Interest
shall be payable on any and all amounts remaining unpaid (taking the Dollar Equivalent of any amounts denominated in any Designated
Foreign Currency, as determined by the Administrative Agent) by the Borrower under this Subsection 2.6(e)(ii) from
the date the draft presented under the affected Letter of Credit is paid to the date on which the Borrower is required to pay such
amounts pursuant to Subsection 2.6(e)(i) at the rate which would then be payable on any outstanding ABR Loans that
are Revolving Loans and thereafter until payment in full at the rate which would be payable on any outstanding ABR Loans that are
Revolving Loans which were then overdue.


 


(f)          Obligations
Absolute.


 


(i)          The
applicable Loan Parties’ obligations under this Subsection 2.6 shall be absolute, unconditional and irrevocable
under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which any of them may have
or have had against any Issuing Bank, any L/C Participant or any beneficiary of a Letter of Credit; provided that this Subsection 2.6(f)(i)
shall not relieve any Issuing Bank or any L/C Participant of any liability resulting from the bad faith, gross negligence or willful
misconduct of such Issuing Bank or such L/C Participant (as determined in a final non-appealable judgment of a court of competent
jurisdiction), or otherwise affect any defense or other right that the Loan Parties may have as a result of any such bad faith,
gross negligence or willful misconduct.


 




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(ii)         The
Borrower agrees that no Issuing Bank shall be responsible for, and the Borrower’s Reimbursement Obligations under Subsection 2.6(e)(i)
shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though
such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between the Borrower and any beneficiary
of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower
against any beneficiary of such Letter of Credit or any such transferee; provided that this Subsection 2.6(f)(ii)
shall not relieve any Issuing Bank or any L/C Participant of any liability resulting from the bad faith, gross negligence or willful
misconduct of such Issuing Bank or such L/C Participant (as determined in a final non-appealable judgment of a court of competent
jurisdiction), or otherwise affect any defense or other right that the Loan Parties may have as a result of any such bad faith,
gross negligence or willful misconduct.


 


(iii)        Neither
any Issuing Bank nor any L/C Participant shall be liable for any error, omission, interruption or delay in transmission, dispatch
or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except with respect to errors
or omissions caused by such Person’s bad faith, gross negligence or willful misconduct (as determined in a final non-appealable
judgment of a court of competent jurisdiction).


 


(iv)        The
Borrower agrees that any action taken or omitted by an Issuing Bank under or in connection with any Letter of Credit, the related
drafts or Issuer Documents pertaining to such Letters of Credit, if done in the absence of bad faith, gross negligence or willful
misconduct and in accordance with the standards of care specified in the UCC, shall be binding on the Borrower and shall not result
in any liability of such Issuing Bank or any L/C Participant to the Borrower, it being understood that, notwithstanding the foregoing,
such Issuing Bank may honor a presentation under a Letter of Credit which on its face substantially complies with the terms of
such Letter of Credit, provided the foregoing shall not relieve an Issuing Bank from any liability resulting from the bad
faith, gross negligence or willful misconduct of such Issuing Bank or any of its Related Parties (as determined in a final non-appealable
judgment of a court of competent jurisdiction).


 


(g)          Letter
of Credit Payments. If any draft shall be presented for payment under any Letter of Credit, the applicable Issuing Bank shall
promptly notify the Borrower and the Administrative Agent of the date and the amount thereof. The responsibility of an Issuing
Bank to the Borrower in respect of any Letter of Credit in connection with any draft presented for payment under such Letter of
Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining
that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in conformity
with such Letter of Credit; provided that this Subsection 2.6(g) shall not relieve any Issuing Bank of any liability
resulting from the bad faith, gross negligence or willful misconduct of such Issuing Bank, or otherwise affect any defense or other
right that the Loan Parties may have as a result of any such bad faith, gross negligence or willful misconduct.


 




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(h)          Letter
of Credit Request; Issuer Document. To the extent that any provision of any Letter of Credit Request or Issuer Document related
to any Letter of Credit is inconsistent with the provisions of this Subsection 2.6, the provisions of this Subsection 2.6
shall apply.


 


(i)          Additional
Issuing Banks. The Borrower may, at any time and from time to time with the consent of the Administrative Agent (which consent
shall not be unreasonably withheld, conditioned or delayed) and such Lender, designate one or more additional Lenders to act as
an issuing bank under the terms of this Agreement. Any Lender designated as an issuing bank pursuant to this Subsection 2.6(i)
shall be deemed to be an “Issuing Bank” (in addition to being a Lender) in respect of Letters of Credit issued or to
be issued by such Lender, and, with respect to such Letters of Credit, such term shall thereafter apply to the other Issuing Bank
or Issuing Banks and such Lender. Any such additional Issuing Bank may resign as Issuing Bank (with respect to any future issuances,
including renewals) upon 10 Business Days’ notice to the Lenders.


 


(j)          Auto-Extension
Letters of Credit. If the Borrower so requests in any applicable Letter of Credit Request, the applicable Issuing Bank may,
in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension
Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Bank to prevent
any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by
giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each
such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable
Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank for any such extension. Once an
Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such Issuing
Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the earlier of (i) one
year from the date of such renewal and (ii) the fifth Business Day prior to the Initial Revolving Maturity Date; provided,
however, that such Issuing Bank shall not permit any such extension if (A) such Issuing Bank has determined that
it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended)
under the terms hereof or (B) it has received notice on or before the day that is seven Business Days before the Non-Extension
Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2)
from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Subsection 6.2
is not then satisfied, and in each such case directing the applicable Issuing Bank not to permit such extension.


 




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2.7           Swing
Line Commitments. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees to make swing line loans (individually,
a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower from time to time
during the Initial Revolving Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $25,000,000;
provided that at no time may the sum of the Dollar Equivalent of the then outstanding Swing Line Loans, Revolving Loans
and L/C Obligations exceed the Revolving Commitments then in effect. Amounts borrowed by the Borrower under this Subsection 2.7
may be repaid and, through but excluding the Initial Revolving Maturity Date, reborrowed. All Swing Line Loans made to the Borrower
shall be made in Dollars as ABR Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give
the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 2:00 P.M., New York City
time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion), on the requested Borrowing Date
specifying the amount of the requested Swing Line Loan, which shall be in a minimum amount of $100,000 or whole multiples of $50,000
in excess thereof.


 


(b)          [Reserved].


 


(c)          The
Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding
for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs and
authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been
automatically made upon the occurrence of an Event of Default under Subsection 9.1(f)) each Revolving Lender, including
the Swing Line Lender, to make a Revolving Loan as an ABR Loan in an amount equal to such Lender’s Revolving Commitment Percentage
of the principal amount of all Swing Line Loans (a “Mandatory Revolving Loan Borrowing”) in an amount equal
to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively,
the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided that the provisions
of this Subsection 2.7 shall not affect the obligations of the Borrower to prepay Swing Line Loans in accordance with the
provisions of Subsection 4.4(d). Unless the Revolving Commitments shall have expired or terminated (in which event
the procedures of paragraph (d) of this Subsection 2.7 shall apply), each Revolving Lender hereby agrees to make the
proceeds of its Revolving Loan (including any Eurodollar Loan) available to the Administrative Agent for the account of the Swing
Line Lender at the office of the Administrative Agent prior to 12:00 noon, New York City time, in funds immediately available on
the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Revolving
Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any
conditions specified in Subsection 6.2 are then satisfied, (iii) whether a Default or an Event of Default then
exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment
of such, or any other, Lender at such time. The proceeds of such Revolving Loans (including any Eurodollar Loan) shall be immediately
applied to repay the Refunded Swing Line Loans.


 




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(d)          If
the Revolving Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Lender shall,
at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of
the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan”
for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in
such Swing Line Loans, in either case in an amount equal to such Revolving Lender’s Revolving Commitment Percentage determined
on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount
of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason
be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization,
dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving
Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have
occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing
Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share
in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further,
that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as
of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation,
shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant
to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the
principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan
Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable
to Revolving Loans made as ABR Loans. Each Revolving Lender will make the proceeds of any Revolving Loan made pursuant to the immediately
preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative
Agent prior to 12:00 noon, New York City time, in funds immediately available on the Business Day next succeeding the date
on which the Revolving Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately
applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the
event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph
(d), each Revolving Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount
of its participation and upon receipt thereof the Swing Line Lender will deliver to such Revolving Lender a Swing Line Loan Participation
Certificate dated the date of receipt of such funds and in such amount.


 


(e)          Whenever,
at any time after the Swing Line Lender has received from any Revolving Lender such Revolving Lender’s participating interest
in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the Borrower or otherwise,
including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the
Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such
Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute
such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period
of time during which such Revolving Lender’s participating interest was outstanding and funded); provided, however,
that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return
to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it.


 




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(f)          Each
Revolving Lender’s obligation to make the Revolving Loans and to purchase participating interests with respect to Swing Line
Loans in accordance with Subsections 2.7(c) and 2.7(d) shall be absolute and unconditional and shall not be
affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such Revolving
Lender or the Borrower may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (ii)
the occurrence or continuance of a Default or an Event of Default, (iii) any adverse change in condition (financial or otherwise)
of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any
other Lender, (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement
on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other
circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.


 


2.8           Incremental
Facilities. (a) So long as no Event of Default under Subsection 9.1(a) or (f) exists or would arise therefrom,
the Borrower shall have the right (on behalf of itself, or in the case of Incremental Loans the proceeds of which will be subject
to an escrow or other similar arrangement, an Escrow Subsidiary (any such Escrow Subsidiary, an “Escrow Borrower”)),
at any time and from time to time after the Closing Date, (i) to request new term loan commitments under one or more new
term loan credit facilities to be included in this Agreement (the “Incremental Term Loan Commitments”), (ii)
to increase the Existing Term Loans by requesting new term loan commitments to be added to an Existing Tranche of Term Loans (the
“Supplemental Term Loan Commitments”), (iii) to increase the Existing Revolving Commitments by requesting
new Revolving Loan Commitments be added to an Existing Tranche of Existing Revolving Commitments (the “Supplemental Revolving
Commitments”), (iv) to request new commitments under one or more new revolving facilities to be included in this
Agreement (the “Incremental Revolving Commitments”), and (v) to request new letter of credit facility
commitments under one or more new letter of credit facilities to be included in this Agreement (the “Incremental Letter
of Credit Commitments” and, together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments,
Supplemental Revolving Commitments and the Incremental Revolving Commitments, the “Incremental Commitments”),
provided that, (i) the aggregate amount of Incremental Commitments permitted pursuant to this Subsection 2.8
shall not exceed, at the time the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence
of Indebtedness in connection therewith and the application of proceeds of any such Indebtedness, including to refinance other
Indebtedness), an amount that could then be Incurred under this Agreement in compliance with Subsection 8.1(b)(i) and
(ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (ii) of the definition of “Maximum
Incremental Facilities Amount”, the Chief Financial Officer or a Responsible Officer of the Borrower shall have delivered
a certificate to the Administrative Agent, certifying compliance with the financial test set forth in such clause (together with
calculations demonstrating compliance with such test). Any loans made in respect of any such Incremental Commitment (other than
Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new Tranche. Each Incremental
Commitment made available pursuant to this Subsection 2.8 shall be in a minimum aggregate amount of at least $10,000,000
and in integral multiples of $5,000,000 in excess thereof (in the case of Incremental Commitments denominated in Dollars or the
Dollar Equivalent thereof in the case of Incremental Commitments denominated in any Designated Foreign Currency (other than Canadian
Dollars or Euros)), in a minimum aggregate amount of at least C$10,000,000 and in integral multiples of C$5,000,000 in excess thereof
(in the case of Incremental Commitments denominated in Canadian Dollars) or in a minimum aggregate amount of at least €7,500,000
and in integral multiples of €5,000,000 in excess thereof (in the case of Incremental Commitments denominated in Euro) (or,
in each case, such lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion); provided
that such amount may be less than $10,000,000, C$10,000,000 or €7,500,000, as applicable, if such amount represents the then
remaining aggregate principal amount available to be Incurred in compliance with Subsection 8.1(b)(i).


 




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(b)          Each
request from the Borrower pursuant to this Subsection 2.8 shall set forth the requested amount and proposed terms of the
relevant Incremental Commitments. The Incremental Commitments (or any portion thereof) may be made by any existing Lender or by
any other bank or other financial institution (any such other bank or other financial institution, an “Additional Incremental
Lender”, and the Additional Incremental Lenders together with any existing Lender providing Incremental Commitments,
the “Incremental Lenders”); provided that if such Additional Incremental Lender is not already a Lender
hereunder or an Affiliate of a Lender hereunder or an Approved Fund, the consent of the Administrative Agent and (in the case of
a Supplemental Revolving Commitment) the consent of the Swing Line Lender (if any) or any Issuing Bank (in each case, such consent
not to be unreasonably withheld, conditioned or delayed) shall be required (it being understood that any such Additional Incremental
Lender that is an Affiliated Lender shall be subject to the provisions of Subsection 11.6(h), mutatis mutandis, to
the same extent as if such Incremental Commitments and related Obligations had been obtained by such Lender by way of assignment).
The Borrower may agree, in its sole discretion, to accept a lesser amount of any Incremental Commitment than originally requested.
In the event there are Lenders and Additional Incremental Lenders that have committed to an Incremental Commitment in excess of
the maximum amount requested (or permitted), then the Borrower shall have the right to allocate such commitments on whatever basis
the Borrower determines is appropriate.


 


(c)          Supplemental
Term Loan Commitments and Supplemental Revolving Commitments shall become commitments under this Agreement pursuant to a supplement
specifying the Tranche of Term Loans or Revolving Commitments to be increased, executed by the Borrower and each increasing Lender
substantially in the form attached hereto as Exhibit I-1 or in such other form as may be appropriate in the opinion of the
Borrower and the Administrative Agent (the “Increase Supplement”) or by each Additional Incremental Lender substantially
in the form attached hereto as Exhibit I-2 or in such other form as may be appropriate in the opinion of the Borrower and
the Administrative Agent (the “Lender Joinder Agreement”), as the case may be, which shall be delivered to the
Administrative Agent for recording in the Register. Upon effectiveness of the Lender Joinder Agreement each Additional Incremental
Lender shall be a Lender for all intents and purposes of this Agreement and the term loan made pursuant to such Supplemental Term
Loan Commitment shall be a Term Loan or commitments made pursuant to such Supplemental Revolving Commitment shall be Revolving
Commitments, as applicable. Each Increase Supplement and/or Lender Joinder Agreement may, without the consent of any other Lender,
effect such amendments to any Loan Documents (including amendments to Subsection 2.2(b) to increase the amortization payments
or interest rate margins thereunder or add customary call protection provisions with respect thereto to allow for the applicable
Incremental Loans to be fungible with an existing Tranche of Term Loans hereunder) as may be necessary or appropriate, in the opinion
of the Borrower and the Administrative Agent, to effect the provisions of this Subsection 2.8(c).


 




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(d)          Incremental
Commitments (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall become commitments under
this Agreement pursuant to an amendment (an “Incremental Commitment Amendment”) to this Agreement and, as appropriate,
the other Loan Documents, executed by the Borrower, an Escrow Borrower (if applicable) and each applicable Incremental Lender.
An Incremental Commitment Amendment may, without the consent of any other Lender, effect such amendments to any Loan Documents
as may be necessary or appropriate, in the opinion of the Borrower and the Administrative Agent, to effect the provisions of this
Subsection 2.8; provided, however, that (i) (A) the Incremental Commitments will not be guaranteed
by any Subsidiary of the Borrower other than the Subsidiary Guarantors (it being understood that the primary obligation of an Escrow
Borrower shall not constitute a guarantee by a Subsidiary that is not a Subsidiary Guarantor), and (other than with respect to
proceeds of such Incremental Commitments which are subject to an escrow or other similar arrangement and any related deposit of
cash, Cash Equivalents or Temporary Cash Investments to cover interest and premium in respect of such Incremental Commitments)
will be secured on a pari passu or (at the Borrower’s option) junior basis by the same Collateral securing the Cash
Flow Facilities Obligations (so long as any such Incremental Commitments (and related Obligations) are subject to the ABL/Cash
Flow Intercreditor Agreement, a Junior Lien Intercreditor Agreement or an Other Intercreditor Agreement, as applicable), (B)
the Incremental Commitments and any incremental loans drawn thereunder (the “Incremental Loans”) shall rank
pari passu in right of payment with or (at the Borrower’s option) junior to the Cash Flow Facilities Obligations and
(C) no Incremental Commitment Amendment may provide for (I) any Incremental Commitment or any Incremental Loans
to be secured by any Lien on any asset (other than proceeds of Incremental Loans which are subject to an escrow or similar arrangement
and any related deposit of cash, Cash Equivalents or Temporary Cash Investments to cover interest and premium in respect of such
Incremental Loans) of any Loan Party that does not also secure the Cash Flow Facilities Obligations and (II) so long
as any Initial Term Loans are outstanding, any mandatory prepayment from the Net Available Cash of Asset Dispositions (other than
any Asset Disposition in respect of any assets, business or Person the acquisition of which was financed, all or in part, with
Incremental Loans provided pursuant to such Incremental Commitment Amendment and the disposition of which was contemplated by any
definitive agreement in respect of such acquisition) or Recovery Event or from Excess Cash Flow, to the extent the Net Available
Cash of such Asset Disposition or Recovery Event or such Excess Cash Flow are required to be applied to repay the Initial Term
Loans pursuant to Subsection 4.4(e), on more than a ratable basis with the Initial Term Loans (after giving effect to any
amendment in accordance with Subsection 11.1(d)(vi)); (ii) no Lender will be required to provide any such Incremental
Commitment unless it so agrees; (iii) the maturity date of any Incremental Revolving Commitment shall be no earlier
than, and no scheduled mandatory commitment reduction in respect thereof shall be required prior to the Initial Revolving Maturity
Date; (iv) the maturity date and the weighted average life to maturity of any Incremental Term Loan Commitments shall
be no earlier than or shorter than, as the case may be, the Initial Term Loan Maturity Date or the remaining weighted average life
to maturity of the Initial Term Loans, as applicable (other than an earlier maturity date and/or shorter weighted average life
to maturity (1) for customary bridge financings, which, subject to customary conditions (as determined by the Borrower in
good faith, which determination shall be conclusive), would either be automatically converted into or required to be exchanged
for permanent financing which does not provide for an earlier maturity date or a shorter weighted average life to maturity than
the Initial Term Loan Maturity Date or the remaining weighted average life to maturity of the Initial Term Loans, as applicable
or (2) pursuant to an escrow or similar arrangement with respect to the proceeds of such Incremental Term Loans); (v)
the interest rate margins and (subject to clause (iv) above) amortization schedule applicable to the loans made pursuant to the
Incremental Commitments shall be determined by the Borrower and the applicable Incremental Lenders; provided that in the
event that the applicable interest rate margins for any floating rate Incremental Term Loans denominated in Dollars that are secured
on a pari passu basis by the Collateral securing the Cash Flow Facilities Obligations and with a Stated Maturity that is
earlier than 24 months following the Initial Term Loan Maturity Date, are higher than the applicable interest rate margin for the
Initial Term Loans by more than 50 basis points, then the effective interest rate margin for the applicable Initial Term Loans
at the time such Incremental Commitments become effective (the “Existing Interest Rate”) shall be increased
to the extent necessary so that the Existing Interest Rate is equal to the applicable interest rate margins for such Incremental
Term Loan Commitment minus 50 basis points (the “Adjusted Interest Rate”, and the number of basis points by
which the Existing Interest Rate is increased, the “Increased Amount”); provided, further that, in determining
the applicable interest rate margins for the applicable Initial Term Loans and the Incremental Term Loans, (A) original
issue discount (“OID”) or upfront fees payable generally to all participating Lenders in lieu of OID (which
shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders under such Initial Term Loans or any
Incremental Term Loan, as applicable, in the initial primary syndication thereof shall be included (with OID and upfront fees being
equated to interest rate based on an assumed four-year life to maturity) (provided that, if such Initial Term Loans are
issued in a manner such that all such Initial Term Loans were not issued with a uniform amount of OID or upfront fees within the
applicable Tranche of Initial Term Loans, the amount of OID and upfront fees attributable to the entire Tranche of Initial Term
Loans shall be determined on a weighted average basis); (B) any arrangement or structuring fees payable in connection with
the Incremental Term Loans or any other fees payable in connection with the Incremental Term Loans that are not shared with all
Additional Incremental Lenders providing such Incremental Term Loans shall, in each case, be excluded; (C) any amendments
to the Applicable Margin or effective interest rate margin on the applicable Initial Term Loans that became effective subsequent
to the Closing Date but prior to the effective time of such Incremental Term Loans shall also be included in such calculations,
(D) if the Incremental Term Loans include an interest rate floor greater than the interest rate floor applicable to the
applicable Initial Term Loans, such increased amount shall be equated to the applicable interest rate margin for purposes of determining
whether an increase to the Applicable Margin for such Initial Term Loans shall be required, to the extent an increase in the interest
rate floor for such Initial Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case
the interest rate floor (but not the Applicable Margin) applicable to such Initial Term Loans shall be increased by such amount
to the extent necessary to adjust the applicable Existing Interest Rate to be equal to the applicable Adjusted Interest Rate, (E) if
the Incremental Term Loans include an interest rate floor lower than the interest rate floor applicable to the applicable Tranche
of Initial Term Loans or do not include any interest rate floor, to the extent a reduction in the interest rate floor for such
Initial Term Loans would cause a reduction in the interest rate then in effect thereunder, an amount equal to the difference between
the interest rate floor applicable to the Initial Term Loans and the interest rate floor applicable to such Incremental Term Loans
(which shall be deemed to equal 0% for any Incremental Term Loans without any interest rate floor), but which in any event shall
not exceed the maximum amount by which a reduction in the interest rate floor applicable to the Initial Term Loans would cause
a reduction in the interest rate then in effect thereunder, shall reduce the applicable interest rate margin of the applicable
Incremental Term Loans for purposes of determining whether an increase in the Existing Interest Rate shall be required and (F)
if the applicable Tranche of Initial Term Loans includes a pricing grid the interest rate margins in such pricing grid which are
not in effect at the time the applicable Incremental Commitments become effective shall also each be increased by an amount equal
to the Increased Amount; (vi) such Incremental Commitment Amendment may provide (1) for the inclusion, as appropriate,
of Additional Incremental Lenders in any required vote or action of the Required Lenders, Required Revolving Lenders or of the
Lenders of each Tranche hereunder, (2) class voting and other class protections for any additional credit facilities, (3)
for the amendment of the definitions of “Additional Obligations”, “Disqualified Stock”, “Junior Capital”
and “Refinancing Indebtedness” and Subsection 8.8(b), in each case only to extend the maturity date and the
weighted average life to maturity requirements, from the Initial Term Loan Maturity Date and remaining weighted average life to
maturity of the Initial Term Loans to the extended maturity date and the remaining weighted average life to maturity of such Incremental
Term Loans, as applicable and (4) for the amendment of clause (iii) of the definition of “Additional Obligations”
to provide for the applicable mandatory prepayment protections to apply to such Incremental Term Loans; and (vii) the other
terms and documentation in respect thereof, to the extent not consistent with this Agreement as in effect prior to giving effect
to the Incremental Commitment Amendment, shall otherwise be reasonably satisfactory to the Borrower; provided that to the
extent such terms and documentation are not consistent with, in the case of Incremental Term Loans, the terms and documentation
governing the Initial Term Loans, and, in the case of Incremental Revolving Commitments, the terms and documentation governing
the Initial Revolving Commitments (except to the extent permitted by clauses (iii), (iv), (v) or (vi) above), they shall be reasonably
satisfactory to the Borrower and the Administrative Agent.


 




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2.9           Permitted
Debt Exchanges. (a) Notwithstanding anything to the contrary contained in this Agreement, pursuant to one or more offers (each,
a “Permitted Debt Exchange Offer”) made from time to time by the Borrower to all Lenders (other than any Lender
that, if requested by the Borrower, is unable to certify that it is either a “qualified institutional buyer” (as defined
in Rule 144A under the Securities Act) or an institutional “accredited investor” (as defined in Rule 501 under the
Securities Act)) with outstanding Term Loans of a particular Tranche, as selected by the Borrower, the Borrower may from time to
time following the Closing Date consummate one or more exchanges of Term Loans of such Tranche for Additional Obligations in the
form of notes (such notes, “Permitted Debt Exchange Notes”, and each such exchange a “Permitted Debt
Exchange”), so long as the following conditions are satisfied: (i) the aggregate principal amount (calculated
on the face amount thereof) of Term Loans exchanged shall be equal to or more than the aggregate principal amount (calculated on
the face amount thereof) of Permitted Debt Exchange Notes issued in exchange for such Term Loans, (ii) the aggregate principal
amount (calculated on the face amount thereof) of all Term Loans exchanged by the Borrower pursuant to any Permitted Debt Exchange
shall automatically be cancelled and retired by the Borrower on the date of the settlement thereof (and, if requested by the Administrative
Agent, any applicable exchanging Lender shall execute and deliver to the Administrative Agent an Assignment and Acceptance, or
such other form as may be reasonably requested by the Administrative Agent, in respect thereof pursuant to which the respective
Lender assigns its interest in the Term Loans being exchanged pursuant to the Permitted Debt Exchange to the Borrower for immediate
cancellation), (iii) if the aggregate principal amount of all Term Loans (calculated on the face amount thereof) tendered
by Lenders in respect of the relevant Permitted Debt Exchange Offer (with no Lender being permitted to tender a principal amount
of Term Loans which exceeds the principal amount of the applicable Tranche actually held by it) shall exceed the maximum aggregate
principal amount of Term Loans offered to be exchanged by the Borrower pursuant to such Permitted Debt Exchange Offer, then the
Borrower shall exchange Term Loans subject to such Permitted Debt Exchange Offer tendered by such Lenders ratably up to such maximum
amount based on the respective principal amounts so tendered, (iv) each such Permitted Debt Exchange Offer shall be made
on a pro rata basis to the Lenders (other than any Lender that, if requested by the Borrower, is unable to certify that it is either
a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited
investor” (as defined in Rule 501 under the Securities Act)) based on their respective aggregate principal amounts of outstanding
Term Loans of the applicable Tranche, (v) all documentation in respect of such Permitted Debt Exchange shall be consistent
with the foregoing and all written communications generally directed to the Lenders in connection therewith shall be in form and
substance consistent with the foregoing and made in consultation with the Administrative Agent and (vi) any applicable Minimum
Exchange Tender Condition shall be satisfied. Notwithstanding anything to the contrary herein, no Lender shall have any obligation
to agree to have any of its Loans exchanged pursuant to any Permitted Debt Exchange Offer.


 




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(b)          With
respect to all Permitted Debt Exchanges effected by the Borrower pursuant to this Subsection 2.9, (i) such Permitted
Debt Exchanges (and the cancellation of the exchanged Term Loans in connection therewith) shall not constitute voluntary or mandatory
payments or prepayments for purposes of Subsection 4.4 and (ii) such Permitted Debt Exchange Offer shall be made
for not less than $5,000,000 in aggregate principal amount of Term Loans (or, in each case, such lower principal amount as agreed
to by the Administrative Agent in its reasonable discretion), provided that subject to the foregoing clause (ii), the Borrower
may at its election specify as a condition (a “Minimum Exchange Tender Condition”) to consummating any such
Permitted Debt Exchange that a minimum amount (to be determined and specified in the relevant Permitted Debt Exchange Offer in
the Borrower’s discretion) of Term Loans be tendered.


 


(c)          In
connection with each Permitted Debt Exchange, the Borrower shall provide the Administrative Agent at least ten Business Days’
(or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and the Borrower and the Administrative
Agent, acting reasonably, shall mutually agree to such procedures as may be necessary or advisable to accomplish the purposes of
this Subsection 2.9 and without conflict with Subsection 2.9(d); provided that the terms of any Permitted
Debt Exchange Offer shall provide that the date by which the relevant Lenders are required to indicate their election to participate
in such Permitted Debt Exchange shall be not less than five Business Days following the date on which the Permitted Debt Exchange
Offer is made (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion).


 




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(d)          The
Borrower shall be responsible for compliance with, and hereby agrees to comply with, all applicable securities and other laws in
connection with each Permitted Debt Exchange, it being understood and agreed that (x) neither the Administrative Agent nor
any Lender assumes any responsibility in connection with the Borrower’s compliance with such laws in connection with any
Permitted Debt Exchange (other than the Borrower’s reliance on any certificate delivered by a Lender pursuant to Subsection
2.9(a) above for which such Lender shall bear sole responsibility) and (y) each Lender shall be solely responsible for
its compliance with any applicable “insider trading” laws and regulations to which such Lender may be subject under
the Exchange Act.


 


2.10         Extension
of Term Loans and Revolving Commitments. (a) The Borrower may at any time and from time to time request that all or a portion
of the (i) Term Loans of one or more Tranches (including any Extended Term Loans) existing at the time of such request
(each, an “Existing Term Tranche” and the Term Loans of such Tranche, the “Existing Term Loans”)
and (ii) Revolving Commitments of one or more Tranches (including any Extended Revolving Commitments) existing at the
time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Tranches, each
an “Existing Tranche”, and the Revolving Commitments of such Existing Revolving Tranche, the “Existing
Revolving Commitments” and together with the Existing Term Loans, the “Existing Loans”), in each case,
be converted to extend the scheduled maturity date(s) of any payment of principal or scheduled termination date(s) of any commitments,
as applicable, with respect to all or a portion of any principal or committed amount of any Existing Tranche (any such Existing
Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche”,
as applicable, and each an “Extended Tranche”, and the Term Loans or Revolving Commitments, as applicable, of
such Extended Tranches, the “Extended Term Loans”, “Extended Revolving Commitments”, as applicable,
and any Revolving Loans made pursuant to Extended Revolving Commitments, “Extended Revolving Loans”, and together
with Extended Term Loans, the “Extended Loans”) and to provide for other terms consistent with this Subsection 2.10;
provided that (i) any such request shall be made by the Borrower to all Lenders with Term Loans or Revolving
Commitments, as applicable, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate
outstanding principal amount of the applicable Term Loans or on the aggregate amount of applicable Revolving Commitments), and
(ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. In order to establish
any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice
to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed
terms of the Extended Tranche to be established, which terms shall be identical to those applicable to the Existing Tranche from
which they are to be extended (the “Specified Existing Tranche”), except (x) all or any of the final
maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing
Tranche, (y) (A) the interest margins with respect to the Extended Tranche may be higher or lower than
the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing
such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), in each case
to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term
Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does
not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing
Tranche; provided that, notwithstanding anything to the contrary in this Subsection 2.10 or otherwise, assignments
and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive
assignment and participation provisions than the assignment and participation provisions applicable to Initial Term Loans and Initial
Revolving Commitments, as applicable, set forth in Subsection 11.6. No Lender shall have any obligation to agree to
have any of its Existing Loans converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall
constitute a separate Tranche of Term Loans or Revolving Commitments, as applicable, from the Specified Existing Tranches and from
any other Existing Tranches (together with any other Extended Tranches so established on such date).


 




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(b)          The
Borrower shall provide the applicable Extension Request at least ten Business Days (or such shorter period as the Administrative
Agent may agree in its reasonable discretion) prior to the date on which Lenders under the applicable Existing Tranche(s) are requested
to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche
converted into an Extended Tranche shall notify the Administrative Agent (each, an “Extension Election”) on
or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it has elected to
convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension
Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches
subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing
Tranches included in each such Extension Election. In connection with any extension of Term Loans pursuant to this Subsection
2.10 (each, an “Extension”), the Borrower shall agree to such procedures regarding timing, rounding and
other administrative adjustments to ensure reasonable administrative management of the credit facilities hereunder after such Extension,
as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes
of this Subsection 2.10. The Borrower may amend, revoke or replace an Extension Request pursuant to procedures reasonably
acceptable to the Administrative Agent at any time prior to the date (the “Extension Request Deadline”) on which
Lenders under the applicable Existing Term Tranche or Existing Revolving Tranche are requested to respond to the Extension Request.
Any Lender may revoke an Extension Election at any time prior to 5:00 P.M. on the date that is two Business Days prior to the Extension
Request Deadline, at which point the Extension Election becomes irrevocable (unless otherwise agreed by the Borrower). The revocation
of an Extension Election prior to the Extension Request Deadline shall not prejudice any Lender’s right to submit a new Extension
Election prior to the Extension Request Deadline.


 




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(c)          Extended
Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may
include amendments to (i) provisions related to maturity, interest margins, fees or amortization referenced in clauses (x)
through (z) of Subsection 2.10(a), (ii) the definitions of “Additional Obligations”, “Disqualified
Stock”, “Junior Capital” and “Refinancing Indebtedness” and Subsection 8.8(b) to amend the
maturity date and the weighted average life to maturity requirements, from the Initial Term Loan Maturity Date and remaining weighted
average life to maturity of the Initial Term Loans to the extended maturity date and the remaining weighted average life to maturity
of such Extended Tranche, as applicable and (iii) clause (iii) of the definition of “Additional Obligations”
to provide for the applicable mandatory prepayment protections to apply to such Extended Term Tranche, and which in each case,
except to the extent expressly contemplated by the third to last sentence of this Subsection 2.10(c) and notwithstanding
anything to the contrary set forth in Subsection 11.1, shall not require the consent of any Lender other than the Extending
Lenders with respect to the Extended Tranches established thereby) executed by the Loan Parties, the Administrative Agent, and
the Extending Lenders. No Extension Amendment shall provide for any Extended Tranche in an aggregate principal amount that is less
than $10,000,000 (in the case of an Extended Tranche denominated in Dollars or the Dollar Equivalent thereof in the case of an
Extended Tranche denominated in any Designated Foreign Currency) (or, in each case, such lower principal amount as agreed to by
the Administrative Agent in its reasonable discretion). Notwithstanding anything to the contrary in this Agreement and without
limiting the generality or applicability of Subsection 11.1 to any Subsection 2.10 Additional Amendments, any Extension
Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any
such additional amendment, a “Subsection 2.10 Additional Amendment”) to this Agreement and the other Loan Documents;
provided that such Subsection 2.10 Additional Amendments do not become effective prior to the time that such Subsection
2.10 Additional Amendments have been consented to (including pursuant to consents applicable to holders of any Extended Tranches
provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in
order for such Subsection 2.10 Additional Amendments to become effective in accordance with Subsection 11.1; provided,
further, that no Extension Amendment may provide for any Extended Tranche to be secured by any Collateral or other assets
of any Loan Party that does not also secure the Specified Existing Tranche. It is understood and agreed that each Lender has consented
for all purposes requiring its consent, and shall at the effective time thereof be deemed to consent to each amendment to this
Agreement and the other Loan Documents authorized by this Subsection 2.10 and the arrangements described above in connection
therewith except that the foregoing shall not constitute a consent on behalf of any Lender to the terms of any Subsection 2.10
Additional Amendment. In connection with any Extension Amendment, at the request of the Administrative Agent or the Extending Lenders,
the Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent as to the enforceability of
this Agreement as amended by such Extension Amendment, and such of the other Loan Documents (if any) as may be amended thereby.


 


(d)          Notwithstanding
anything to the contrary contained in this Agreement, on any date on which any Existing Tranche is converted to extend the related
scheduled maturity date(s) in accordance with clause (a) above (an “Extension Date”), in the case of the Specified
Existing Tranche of each Extending Lender, the aggregate principal amount of such Specified Existing Tranche shall be deemed reduced
by an amount equal to the aggregate principal amount of Extended Tranche so converted by such Lender on such date, and such Extended
Tranches shall be established as a separate Tranche from the Specified Existing Tranche and from any other Existing Tranches (together
with any other Extended Tranches so established on such date).


 




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(e)          If,
in connection with any proposed Extension Amendment, any Lender declines to consent to the applicable extension on the terms and
by the deadline set forth in the applicable Extension Request (each such other Lender, a “Non-Extending Lender”)
then the Borrower may, on notice to the Administrative Agent and the Non-Extending Lender, (i) replace such Non-Extending
Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Subsection 11.6 (with the assignment
fee and any other costs and expenses to be paid by the Borrower in such instance) all of its rights and obligations under this
Agreement to one or more assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation
to the Borrower to find a replacement Lender; provided, further, that the applicable assignee shall have agreed to
provide Extended Loans on the terms set forth in such Extension Amendment; and provided, further, that all obligations
of the Borrower owing to the Non-Extending Lender relating to the Existing Loans so assigned shall be paid in full by the assignee
Lender (or, at its option, the Borrower) to such Non-Extending Lender concurrently with such Assignment and Acceptance or (ii)
if no Event of Default exists under Subsection 9.1(a) or (f), upon notice to the Administrative Agent, prepay the
Existing Loans and terminate the Existing Revolving Commitments in whole or in part, subject to Subsection 4.12, without
premium or penalty. In connection with any such replacement under this Subsection 2.10, if the Non-Extending Lender does
not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary
to reflect such replacement by the later of (A) the date on which the replacement Lender executes and delivers such Assignment
and Acceptance and/or such other documentation and (B) the date as of which all obligations of the Borrower owing to the
Non-Extending Lender relating to the Existing Loans or the Existing Revolving Commitments, as applicable, so assigned shall be
paid in full by the assignee Lender (or, at its option, the Borrower) to such Non-Extending Lender, then such Non-Extending Lender
shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such date,
the Administrative Agent shall record such assignment in the Register and the Borrower shall be entitled (but not obligated) to
execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such Non-Extending Lender.


 


(f)          Following
any Extension Date, with the written consent of the Borrower, any Non-Extending Lender may elect to have all or a portion of its
Existing Loans deemed to be an Extended Loan under the applicable Extended Tranche on any date (each date a “Designation
Date”) prior to the maturity date of such Extended Tranche; provided that such Lender shall have provided written
notice to the Borrower and the Administrative Agent at least 10 Business Days prior to such Designation Date (or such shorter period
as the Administrative Agent may agree in its reasonable discretion). Following a Designation Date, the Existing Loans held by such
Lender so elected to be extended will be deemed to be Extended Loans of the applicable Extended Tranche, and any Existing Loans
held by such Lender not elected to be extended, if any, shall continue to be “Existing Loans” of the applicable Tranche.


 


(g)          With
respect to all Extensions consummated by the Borrower pursuant to this Subsection 2.10, (i) such Extensions shall
not constitute optional or mandatory payments or prepayments for purposes of Subsection 4.4 and (ii) no Extension
Request is required to be in any minimum amount or any minimum increment, provided that the Borrower may at its election
specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount
(to be determined and specified in the relevant Extension Request in the Borrower’s sole discretion and may be waived by
the Borrower) of Existing Loans of any or all applicable Tranches be extended. The Administrative Agent and the Lenders hereby
consent to the transactions contemplated by this Subsection 2.10 (including, for the avoidance of doubt, payment of any
interest, fees or premium in respect of any Extended Loans on such terms as may be set forth in the relevant Extension Request)
and hereby waive the requirements of any provision of this Agreement (including Subsections 4.4 and 4.8) or any other
Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Subsection 2.10.


 




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2.11         Specified
Refinancing Facilities. (a) The Borrower may, from time to time, add one or more new term loan facilities (the “Specified
Refinancing Term Loan Facilities”) and new revolving credit facilities (the “Specified Refinancing Revolving
Facilities”, and, together with the Specified Refinancing Term Loan Facilities, the “Specified Refinancing Facilities”)
to the Facilities to refinance (i) all or any portion of any Tranche of Term Loans then outstanding under this Agreement
or (ii) all or any portion of any Tranche of Revolving Loans (or unused Revolving Commitments) under this Agreement;
provided that (i) the Specified Refinancing Facilities will not be guaranteed by any Subsidiary of the Borrower
other than the Subsidiary Guarantors, and will be secured on a pari passu or (at the Borrower’s option) junior basis
by the same Collateral securing the Cash Flow Facilities Obligations (so long as any applicable Specified Refinancing Amendments
(and related Obligations) are subject to the ABL/Cash Flow Intercreditor Agreement, a Junior Lien Intercreditor Agreement or an
Other Intercreditor Agreement), (ii) the Specified Refinancing Term Loan Facilities and any term loans drawn thereunder
(the “Specified Refinancing Term Loans”) and Specified Refinancing Revolving Facilities and revolving loans
drawn thereunder (the “Specified Refinancing Revolving Loans” and, together with the Specified Refinancing Term
Loans, the “Specified Refinancing Loans”) shall rank pari passu in right of payment with or (at the Borrower’s
option) junior to the Cash Flow Facilities Obligations, (iii) no Specified Refinancing Amendment may provide for any Specified
Refinancing Facility or any Specified Refinancing Loans to be secured by any Collateral or other assets of any Loan Party that
do not also secure the Cash Flow Facilities Obligations, (iv) the Specified Refinancing Facilities will have such pricing,
amortization (subject to clause (vi) below) and optional and mandatory prepayment terms as may be agreed by the Borrower and
the applicable Lenders thereof, (v) the maturity date of any Specified Refinancing Revolving Facility shall be no earlier
than, and no scheduled mandatory commitment reduction in respect thereof shall be required prior to, the Maturity Date of the Tranche
of Revolving Loans being refinanced, (vi) the maturity date and the weighted average life to maturity of any Specified Refinancing
Term Loan Facility shall be no earlier than or shorter than, as the case may be, the Maturity Date of the Tranche of Term Loans
being refinanced or the remaining weighted average life to maturity of the Term Loans being refinanced, as applicable (other than
an earlier maturity date and/or shorter weighted average life to maturity for customary bridge financings, which, subject to customary
conditions (as determined by the Borrower in good faith, which determination shall be conclusive), would either be automatically
converted into or required to be exchanged for permanent financing which does not provide for an earlier maturity date or a shorter
weighted average life to maturity than the Maturity Date of the Tranche of Term Loans being refinanced or the remaining weighted
average life to maturity of the Term Loans being refinanced, as applicable), (vii) the Net Cash Proceeds of such Specified
Refinancing Facility shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding
Loans being so refinanced (and, in the case of Revolving Loans, a corresponding amount of Revolving Commitments shall be permanently
reduced), in each case pursuant to Subsection 4.4 (including prepayments made with an exchange of Rollover Indebtedness under the
applicable Specified Refinancing Facility as provided for in the final sentence of Subsection 4.4(g)); and (viii)
the Specified Refinancing Facilities shall not have a principal or commitment amount greater than the Loans being refinanced plus
the aggregate amount of all fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest)
incurred or payable in connection with such refinancing.


 




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(b)          Each
request from the Borrower pursuant to this Subsection 2.11 shall set forth the requested amount and proposed terms of the
relevant Specified Refinancing Facility. The Specified Refinancing Facilities (or any portion thereof) may be made by any existing
Lender or by any other bank or financial institution (any such bank or other financial institution, an “Additional Specified
Refinancing Lender”, and the Additional Specified Refinancing Lenders together with any existing Lender providing Specified
Refinancing Facilities, the “Specified Refinancing Lenders”); provided that if such Additional Specified
Refinancing Lender is not already a Lender hereunder or an Affiliate of a Lender hereunder or an Approved Fund, the consent of
the Administrative Agent and (in the case of a Specified Refinancing Revolving Facility) the consent of the Swing Line Lender (if
any) or any Issuing Bank (in each case, such consent not to be unreasonably withheld, conditioned or delayed) shall be required
(it being understood that any such Additional Specified Refinancing Lender that is an Affiliated Lender shall be subject to the
provisions of Subsection 11.6(h), mutatis mutandis, to the same extent as if such Specified Refinancing Facilities
and related Obligations had been obtained by such Lender by way of assignment).


 


(c)          Specified
Refinancing Facilities shall become facilities under this Agreement pursuant to a Specified Refinancing Amendment to this Agreement
and, as appropriate, the other Loan Documents, executed by the Borrower and each applicable Specified Refinancing Lender. Any Specified
Refinancing Amendment may, without the consent of any other Lender, effect such amendments to any Loan Documents as may be necessary
or appropriate, in the opinion of the Borrower and the Administrative Agent, to effect the provisions of this Subsection 2.11,
in each case on terms consistent with this Subsection 2.11.


 


(d)          Any
loans made in respect of any such Specified Refinancing Facility shall be made by creating a new Tranche. Each Specified Refinancing
Facility made available pursuant to this Subsection 2.11 shall be in a minimum aggregate amount of at least $10,000,000
and in integral multiples of $5,000,000 in excess thereof (in the case of a Specified Refinancing Facility denominated in Dollars
or the Dollar Equivalent thereof in the case of a Specified Refinancing Facility denominated in any Designated Foreign Currency)
(or, in each case, such lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion).
Any Specified Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower or any Restricted
Subsidiary, or the provision to the Borrower of Swing Line Loans, pursuant to any Specified Refinancing Revolving Facility established
thereby; provided that no Issuing Bank or Swing Line Lender shall be obligated to provide any such Letters of Credit or
Swing Line Loans unless it has consented (in its sole discretion) to the applicable Specified Refinancing Amendment.


 




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(e)          The
Administrative Agent shall promptly notify each Lender as to the effectiveness of each Specified Refinancing Amendment. Each of
the parties hereto hereby agrees that, upon the effectiveness of any Specified Refinancing Amendment, this Agreement shall be deemed
amended to the extent (but only to the extent) necessary or appropriate to reflect the existence and terms of the Specified Refinancing
Facilities incurred pursuant thereto (including the addition of such Specified Refinancing Facilities as separate “Facilities”
and “Tranches” hereunder and treated in a manner consistent with the Facilities being refinanced, including for purposes
of prepayments and voting). Any Specified Refinancing Amendment may, without the consent of any Person other than the Borrower,
the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) and the Lenders providing such
Specified Refinancing Facilities, effect such amendments to this Agreement and the other Loan Documents as may be necessary or
appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Subsection 2.11.
In addition, if so provided in the relevant Specified Refinancing Amendment and with the consent of each Issuing Bank (not to be
unreasonably withheld, conditioned or delayed), participations in Letters of Credit expiring on or after the scheduled Maturity
Date in respect of the respective Tranche of Revolving Loans or commitments shall be reallocated from Lenders holding Revolving
Commitments to Lenders holding commitments under Specified Refinancing Revolving Facilities in accordance with the terms of such
Specified Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof
by the relevant Lenders holding commitments under such Specified Refinancing Revolving Facilities, be deemed to be participation
interests in respect of such commitments under such Specified Refinancing Revolving Facilities and the terms of such participation
interests (including the commission applicable thereto) shall be adjusted accordingly.


 


SECTION 3


 


[Reserved]


 


SECTION 4


 


General Provisions
Applicable to Loans


 


4.1           Interest
Rates and Payment Dates. (a) Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the Adjusted LIBOR Rate determined for such day plus the Applicable Margin in effect
for such day.


 


(b)          Each
ABR Loan shall bear interest for each day that it is outstanding at a rate per annum equal to the Alternate Base Rate in effect
for such day plus the Applicable Margin in effect for such day.


 


(c)          Each
BA Equivalent Loan shall bear interest for each day that it is outstanding at a rate per annum equal to the BA Rate in effect for
such day plus the Applicable Margin in effect for such day.


 


(d)          Each
Canadian Prime Rate Loan shall bear interest for each day that it is outstanding at a rate per annum equal to the Canadian Prime
Rate in effect for such day plus the Applicable Margin in effect for such day.


 




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(e)          If
all or a portion of (i) the principal amount of any Loan, (ii) any interest payable thereon or (iii) any other
amount payable hereunder shall not be paid when due (whether at the Stated Maturity, by acceleration or otherwise), such overdue
amount shall bear interest at a rate per annum which is (x) in the case of overdue principal, the rate that would otherwise
be applicable thereto pursuant to the relevant foregoing provisions of this Subsection 4.1, plus 2.00% (y)
in the case of overdue interest, the rate that would otherwise be applicable to principal of the related Loan pursuant to the relevant
foregoing provisions of this Subsection 4.1, plus 2.00% and (z) in the case of other amounts, the rate described
in clause (b) of this Subsection 4.1 for ABR Loans accruing interest at the Alternate Base Rate plus 2.00%, in each
case from the date of such nonpayment until such amount is paid in full (after as well as before judgment); provided that
(1) no amount shall be payable pursuant to this Subsection 4.1(e) to a Defaulting Lender so long as such Lender shall
be a Defaulting Lender and (2) no amounts shall accrue pursuant to this Subsection 4.1(e) on any overdue amount or
other amount payable to a Defaulting Lender so long as such Lender shall be a Defaulting Lender.


 


(f)          Interest
shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to clause (e) of this
Subsection 4.1 shall be payable from time to time on demand exercised in accordance with Subsection 9.2.


 


(g)          It
is the intention of the parties hereto to comply strictly with applicable usury laws; accordingly, it is stipulated and agreed
that the aggregate of all amounts which constitute interest under applicable usury laws, whether contracted for, charged, taken,
reserved, or received, in connection with the indebtedness evidenced by this Agreement or any Notes, or any other document relating
or referring hereto or thereto, now or hereafter existing, shall never exceed under any circumstance whatsoever the maximum amount
of interest allowed by applicable usury laws.


 


4.2           Conversion
and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the Borrower may elect from
time to time (x) to convert outstanding Loans of a given Tranche denominated in Dollars from Eurodollar Loans to ABR Loans
or (y) to convert outstanding Loans of a given Tranche from BA Equivalent Loans to Canadian Prime Rate Loans, in each case
by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time, two Business Days
(or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. The
Borrower may elect from time to time (x) to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans
or (y) to convert outstanding Loans of a given Tranche from Canadian Prime Rate Loans to BA Equivalent Loans, in each case
by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time, at least three Business
Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election.
Any such notice of conversion to Eurodollar Loans or BA Equivalent Loans shall specify the length of the initial Interest Period
or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender
thereof. All or any part of (x) outstanding Eurodollar Loans denominated in Dollars or ABR Loans or (y) outstanding
BA Equivalent Loans or Canadian Prime Rate Loans may be converted as provided herein, provided that (i) (unless the
Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan or BA Equivalent Loan when any Default or Event
of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)),
the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted
into a Eurodollar Loan or BA Equivalent Loan after the date that is one month prior to the applicable Maturity Date.


 




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(b)          Any
Eurodollar Loan or BA Equivalent Loan may be continued as such upon the expiration of the then current Interest Period with respect
thereto by the Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to
such Eurodollar Loan or BA Equivalent Loan, determined in accordance with the applicable provisions of the term “Interest
Period” set forth in Subsection 1.1, provided that no Eurodollar Loan denominated in Dollars or BA Equivalent
Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has
occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative
Agent has given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior
to the applicable Maturity Date, and provided, further, that (i) with respect to Loans denominated in
Dollars or Canadian Dollars, if the Borrower shall fail to give any required notice as described above in this clause (b) or if
such continuation is not permitted pursuant to the preceding proviso, such Eurodollar Loans or BA Equivalent Loans shall be automatically
converted to ABR Loans or Canadian Prime Rate Loans, as applicable, on the last day of such then expiring Interest Period and (ii) with
respect to Loans denominated in any Designated Foreign Currency (other than Canadian Dollars), if the Borrower shall fail to give
any required notice as described above in this clause (b), such Eurodollar Loans shall be automatically continued as Eurodollar
Loans with an Interest Period of one month. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b),
the Administrative Agent shall promptly notify each affected Lender thereof.


 


4.3           Minimum
Amounts; Maximum Sets. All borrowings, conversions and continuations of Loans hereunder and all selections of Interest Periods
hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal
amount of the Eurodollar Loans outstanding in Dollars comprising each Set shall be equal to $5,000,000 or a whole multiple of $1,000,000
in excess thereof, the Dollar Equivalent of the aggregate principal amount of the Revolving Loans that are BA Equivalent Loans
or Eurodollar Loans outstanding in any Designated Foreign Currency comprising each Set shall be equal to $5,000,000 or a whole
multiple of $1,000,000 in excess thereof (provided that, notwithstanding the foregoing (x) any Loan may be borrowed
in an amount equal to the aggregate amount of the Commitments in respect of such Loan and (y) any Loan may be converted
or continued in its entirety), and so that there shall not be more than 20 Sets at any one time outstanding.


 




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4.4           Optional
and Mandatory Prepayments. (a) Optional Prepayment of Term Loans. The Borrower may at any time and from time to time
prepay the Term Loans, in whole or in part, subject to Subsection 4.12, without premium or penalty (except as provided in
Subsection 4.5(b)), upon notice by the Borrower to the Administrative Agent prior to 1:00 P.M., New York City time, at least
three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to
the date of prepayment (in the case of Eurodollar Loans), or prior to 12:00 P.M., New York City time, on the date of prepayment
(or such later time as may be agreed by the Administrative Agent in its reasonable discretion) (in the case of ABR Loans). Such
notice shall specify, in the case of any prepayment of Term Loans, the applicable Tranche being repaid, and if a combination thereof,
the principal amount allocable to each, the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR
Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each. Any such notice
may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness
of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative
Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the
Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given and not revoked, the amount
specified in such notice shall be due and payable on the date specified therein, together with (if a Eurodollar Loan is prepaid
other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Subsection 4.12. Partial
prepayments pursuant to this Subsection 4.4(a) shall be in multiples of $1,000,000; provided that, notwithstanding
the foregoing, any Term Loan may be prepaid in its entirety. Each prepayment of Initial Term Loans pursuant to this Subsection
4.4(a) made on or prior to the one year anniversary of the Closing Date in an amount equal to the Net Cash Proceeds received
by the Borrower or any Restricted Subsidiary from its incurrence of new Indebtedness under first lien secured bank financing in
a Repricing Transaction shall be accompanied by the payment of the fee required by Subsection 4.5(b).


 


(b)          Optional
Prepayment of Revolving Loans. The Borrower may at any time and from time to time prepay the Revolving Loans and the Reimbursement
Obligations in respect of Letters of Credit in whole or in part, subject to Subsection 4.12, without premium or penalty,
upon notice by the Borrower to the Administrative Agent prior to 1:00 P.M., New York City time, at least three Business Days (or
such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to the date of prepayment
(in the case of Eurodollar Loans or BA Equivalent Loans), or prior to 12:00 P.M., New York City time, on the date of prepayment
(or such later time as may be agreed by the Administrative Agent in its reasonable discretion) (in the case of ABR Loans, Canadian
Prime Rate Loans or Reimbursement Obligations). Such notice shall specify the date and amount of prepayment, the currency of the
Revolving Loans to be prepaid and whether the prepayment is (i) of Initial Revolving Loans, Incremental Revolving Loans,
Extended Revolving Loans, Specified Refinancing Revolving Loans or Swing Line Loans, or a combination thereof, and (ii) of
Eurodollar Loans, ABR Loans, BA Equivalent Loans, Canadian Prime Rate Loans or a combination thereof and, in each case if a combination
thereof, the principal amount allocable to each and, in the case of any prepayment of Reimbursement Obligations, the date and amount
of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement
Obligations. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified
therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by
written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon
the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice
is given and not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together
with (if a Eurodollar Loan or BA Equivalent Loan is prepaid other than at the end of the Interest Period applicable thereto) any
amounts payable pursuant to Subsection 4.12. Partial prepayments of the Revolving Loans and the Reimbursement Obligations
pursuant to this Subsection 4.4(b) shall (unless the Borrower otherwise directs) be applied, first, to payment of the
Swing Line Loans then outstanding, second, to payment of the Revolving Loans then outstanding, third, to payment of any Reimbursement
Obligations then outstanding and, last, to cash collateralize any outstanding L/C Obligation on terms reasonably satisfactory to
the applicable Issuing Bank. Partial prepayments of Revolving Loans pursuant to this Subsection 4.4(b) shall be in
whole multiples of $1,000,000 (or, in the case of Revolving Loans outstanding in any Designated Foreign Currency, an aggregate
principal amount the Dollar Equivalent of which is at least approximately $1,000,000); provided that, notwithstanding the
foregoing, any Loan may be prepaid in its entirety.


 




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(c)          Termination
or Reduction of Revolving Commitments. The Borrower shall have the right, upon not less than three Business Days’ (or
such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) notice to the Administrative Agent
(which will promptly notify the Lenders thereof), to terminate the Initial Revolving Commitments, Incremental Revolving Commitments
of any Tranche, the Extended Revolving Commitments of any Tranche or the Specified Refinancing Revolving Commitments of any Tranche,
or, from time to time, to reduce the amount of Initial Revolving Commitments, Incremental Revolving Commitments of any Tranche,
Extended Revolving Commitments of any Tranche or the Specified Refinancing Revolving Commitments of any Tranche; provided
that no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of the Revolving
Loans and Swing Line Loans made on the effective date thereof, the Dollar Equivalent of the aggregate principal amount of the Revolving
Loans and Swing Line Loans then outstanding, when added to the sum of the then outstanding L/C Obligations, would exceed the Revolving
Commitments then in effect and provided, further, that notwithstanding anything to the contrary in this Agreement,
the Borrower may condition such notice upon the occurrence or non-occurrence of any event specified therein (including the effectiveness
of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative
Agent on or prior to the specified effective date) if such condition is not satisfied. Any such reduction shall be in an amount
equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and shall reduce permanently the applicable Revolving Commitments
then in effect.


 


(d)          The
Borrower shall prepay all Swing Line Loans then outstanding simultaneously with each borrowing of Revolving Loans. Upon the incurrence
by the Borrower or any Restricted Subsidiary of any Specified Refinancing Revolving Loans, the Borrower shall prepay an aggregate
principal amount of the Tranche of Revolving Loans being refinanced in an amount equal to 100% of all Net Cash Proceeds received
therefrom promptly (and in any event within five Business Days) following receipt thereof by the Borrower or such Restricted Subsidiary.


 




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(e)          Mandatory
Prepayment of Term Loans. (i) The Borrower shall, in accordance with Subsection 4.4(g), prepay the Term Loans
to the extent required by Subsection 8.4(b) (subject to Subsection 8.4(c)), (ii) if on or after the Closing
Date, the Borrower or any of its Restricted Subsidiaries shall Incur (A) Specified Refinancing Term Loans or (B)
Indebtedness for borrowed money (excluding Indebtedness permitted pursuant to Subsection 8.1), the Borrower shall,
in accordance with Subsection 4.4(g), prepay (or, exchange for Rollover Indebtedness) the Term Loans (or, in the case of
the Incurrence of any Specified Refinancing Term Loans, the Tranche of Term Loans being refinanced) in an amount equal to 100.0%
of the Net Cash Proceeds thereof (plus any portion of such Indebtedness which represents Rollover Indebtedness) minus the
portion of such Net Cash Proceeds applied (to the extent the Borrower or any of its Subsidiaries is required by the terms thereof)
to prepay, repay or purchase Pari Passu Indebtedness on a no more than pro rata basis with the Term Loans, in each case with such
prepayment to be made on or before the fifth Business Day following notice given to each Lender of the Prepayment Date, as contemplated
by Subsection 4.4(h) and (iii) the Borrower shall, in accordance with Subsection 4.4(g), prepay the Term Loans
within five Business Days following the day on which financial statements in respect of the immediately preceding fiscal year are
delivered pursuant to Subsection 7.1(a) (commencing with the fiscal year ending on or about December 31, 2019) (each, an
“ECF Payment Date”), in an amount equal to (A) (1) 50.0% (as may be adjusted pursuant to the last
proviso of this clause (iii)) of the Borrower’s Excess Cash Flow for such fiscal year, if and to the extent that the amount
of such Excess Cash Flow exceeds $10,000,000, minus (2) the sum of (u) the aggregate principal amount
of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) prepaid pursuant to
Subsection 4.4(a), Revolving Loans (including Incremental Revolving Loans, Extended Revolving Loans and Specified Refinancing
Revolving Loans) prepaid pursuant to Subsection 4.4(b) to the extent accompanied by a corresponding permanent Revolving
Commitment reduction, Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent
commitment reduction) voluntarily prepaid, repaid, redeemed, repurchased or retired, Senior Notes voluntarily prepaid, repaid,
redeemed, repurchased or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified
Refinancing Term Loans) pursuant to Subsection 4.4(l) or 11.6(h) (by the Borrower or its Restricted Subsidiaries)
(provided that such deduction for prepayments pursuant to Subsection 4.4(l) or 11.6(h) (by the Borrower or
its Restricted Subsidiaries) shall be limited to the actual cash amount of such prepayment), in each case during such fiscal year
(which, in any event, shall not include any designated prepayment pursuant to clause (v), (y) or (z) below), (v) the aggregate
principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) prepaid
pursuant to Subsection 4.4(a), Revolving Loans (including Incremental Revolving Loans, Extended Revolving Loans and Specified
Refinancing Revolving Loans) prepaid pursuant to Subsection 4.4(b), to the extent accompanied by a corresponding permanent
Revolving Commitment reduction, Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding
permanent commitment reduction) voluntarily prepaid, repaid, redeemed, repurchased or retired, Senior Notes voluntarily prepaid,
repaid, redeemed, repurchased or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans
and Specified Refinancing Term Loans) pursuant to Subsection 4.4(l) or 11.6(h) (by the Borrower or its Restricted
Subsidiaries) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) or 11.6(h) (by the
Borrower or its Restricted Subsidiaries) shall be limited to the actual cash amount of such prepayment), in each case during the
period beginning with the day following the last day of such fiscal year and ending on the ECF Payment Date and stated by the Borrower
as prepaid pursuant to this Subsection 4.4(e)(iii) (which, in any event, shall not include any designated prepayment pursuant
to clause (y) or (z) below), (w) any ABL Facility Loans prepaid to the extent accompanied by a corresponding permanent commitment
reduction under the ABL Facility during such fiscal year (which, in any event, shall not include any designated prepayment pursuant
to clause (x), (y) or (z) below), (x) the aggregate principal amount of ABL Facility Loans prepaid to the extent accompanied
by a corresponding permanent commitment reduction under the ABL Facility during the period beginning with the day following the
last day of such fiscal year and ending on the ECF Payment Date and stated by the Borrower as prepaid pursuant to this Subsection
4.4(e)(iii) (which, in any event, shall not include any designated prepayment pursuant to clause (y) or (z) below), (y)
the aggregate principal amount of Revolving Loans (including Incremental Revolving Loans, Extended Revolving Loans and Specified
Refinancing Revolving Loans) prepaid pursuant to Subsection 4.4(b) and ABL Facility Loans prepaid during such fiscal year,
in each case to the extent such amounts are drawn to fund any “flex” OID or additional upfront fees in respect of the
Initial Term Loans or any Incremental Term Loans and stated by the Borrower as prepaid pursuant to this Subsection 4.4(e)(iii)
(which, in any event, shall not include any designated prepayment pursuant to clause (z) below) and (z) the aggregate principal
amount of Revolving Loans (including Incremental Revolving Loans, Extended Revolving Loans and Specified Refinancing Revolving
Loans) prepaid pursuant to Subsection 4.4(b) and ABL Facility Loans prepaid during the period beginning with the day following
the last day of such fiscal year and ending on the ECF Payment Date and stated by the Borrower as prepaid pursuant to this Subsection
4.4(e)(iii), in each case to the extent such amounts are drawn to fund any “flex” OID or additional upfront fees
in respect of the Initial Term Loans or any Incremental Term Loans and stated by the Borrower as prepaid pursuant to this Subsection
4.4(e)(iii) (provided that no prepayments made pursuant to the other clauses of this Subsection 4.4(e) shall
be included in Subsection 4.4(e)(iii)(A)(2)(u), (v), (w), (x), (y) or (z)), in each case,
excluding prepayments funded with proceeds from the Incurrence of long-term Indebtedness (the amount described in this clause (A),
the “ECF Prepayment Amount”) minus (B) the portion of such ECF Prepayment Amount applied or offered
(to the extent the Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu
Indebtedness on no more than a pro rata basis with the Term Loans; provided that such percentage in clause (1) above shall
be reduced to (a) 25.0% if the Consolidated Secured Leverage Ratio as of the last day of the immediately preceding fiscal
year was less than 4.25:1.00 and (b) 0.0% the Consolidated Secured Leverage Ratio as of the last day of the immediately
preceding fiscal year was less than 3.75:1.00. Each prepayment of Initial Term Loans pursuant to this Subsection 4.4(e)(ii)(A),
but not any other prepayment of Initial Term Loans pursuant to Subsection 4.4(e) made on or prior to the one year anniversary
of the Closing Date in an amount equal to the Net Cash Proceeds received by the Borrower or any Restricted Subsidiary from its
incurrence of new Indebtedness under first lien secured bank financing in a Repricing Transaction shall be accompanied by the payment
of the fee required by Subsection 4.5(b). Nothing in this Subsection 4.4(e) shall limit the rights of the Agents
and the Lenders set forth in Section 9.


 




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(f)          In
the event that on any date the Administrative Agent calculates that the Aggregate Outstanding Revolving Credit with respect to
all of the Lenders (including the Swing Line Lender) exceeds the aggregate Revolving Commitments then in effect (other than any
excess occurring by reason of changes in exchange rates; it being understood and agreed that no Default or Event of Default shall
arise hereunder or under any Loan Document merely as a result of the occurrence of such excess), the Administrative Agent will
give notice to such effect to the Borrower and the Lenders. Following receipt of any such notice, the Borrower will, as soon as
practicable but in any event within five Business Days of receipt of such notice, first, make such repayments or prepayments
of Revolving Loans (together with interest accrued to the date of such repayment or prepayment), second, pay any Reimbursement
Obligations then outstanding and, third, cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory
to the applicable Issuing Bank as shall be necessary to cause the Aggregate Outstanding Revolving Credit with respect to all of
the Lenders (including the Swing Line Lender) to no longer exceed the aggregate Revolving Commitments then in effect. If any such
repayment or prepayment of a Eurodollar Loan or BA Equivalent Loan pursuant to this Subsection 4.4(f) occurs on a day
which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to the Lenders such
amounts, if any, as may be required pursuant to Subsection 4.12.


 




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(g)          Subject
to the last sentence of Subsection 4.4(h) and Subsection 4.4(k), each prepayment of Term Loans pursuant to Subsection
4.4(e) (other than a prepayment with the proceeds of Specified Refinancing Term Loans) shall be allocated pro rata among the
Initial Term Loans, the Incremental Term Loans, the Extended Term Loans and the Specified Refinancing Term Loans; provided,
that at the request of the Borrower, in lieu of such application on a pro rata basis among all Tranches of Term Loans, such prepayment
may be applied to any Tranche of Term Loans so long as the maturity date of such Tranche of Term Loans precedes the maturity date
of each other Tranche of Term Loans then outstanding or, in the event more than one Tranche of Term Loans shall have an identical
maturity date that precedes the maturity date of each other Tranche of Term Loans then outstanding, to such Tranches on a pro rata
basis. Each prepayment of Term Loans pursuant to Subsection 4.4(a) shall be applied within each applicable Tranche of Term
Loans to the respective installments of principal thereof in the manner directed by the Borrower (or, if no such direction is given,
in direct order of maturity). Each prepayment of Term Loans pursuant to Subsection 4.4(e) shall be applied within each applicable
Tranche of Term Loans, first, to the accrued interest on the principal amount of Term Loans being prepaid and, second, to the respective
installments of principal thereof in the manner directed by the Borrower (or, if no such direction is given in direct order of
maturity). Notwithstanding any other provision of this Subsection 4.4, a Lender may, at its option, and if agreed by the
Borrower, in connection with any prepayment of Term Loans pursuant to Subsection 4.4(a) or (e), exchange such Lender’s
portion of the Term Loan to be prepaid for Rollover Indebtedness, in lieu of such Lender’s pro rata portion of such prepayment
(and any such Term Loans so exchanged shall be deemed repaid for all purposes under the Loan Documents).


 


(h)          The
Borrower shall give notice to the Administrative Agent of any mandatory prepayment of the Term Loans (x) pursuant to Subsection
4.4(e)(iii), three Business Days prior to the date on which such payment is due and (y) pursuant to any other provision
of Subsection 4.4(e), promptly (and in any event within five Business Days) upon becoming obligated to make such prepayment.
Such notice shall state that the Borrower is offering to make or will make such mandatory prepayment (i) in the case of
mandatory prepayments pursuant to Subsection 4.4(e)(i), on or before the date specified in Subsection 8.4(b) and
(ii) in the case of mandatory prepayments pursuant to any other clause of Subsection 4.4(e), on or before the date
specified in such clause, as the case may be (each, a “Prepayment Date”). Subject to the following sentence,
once given, such notice shall be irrevocable and all amounts subject to such notice shall be due and payable on the Prepayment
Date (except as otherwise provided in the last sentence of this Subsection 4.4(h)). Any such notice of prepayment pursuant
to Subsection 4.4(e) may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified
therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by
written notice to the Administrative Agent, on or prior to the specified effective date) if such condition is not satisfied. Upon
receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately give notice to each Lender of the
prepayment and the Prepayment Date. The Borrower (in its sole discretion) may give each Lender the option (in its sole discretion)
to elect to decline any such prepayment (other than a prepayment pursuant to Subsection 4.4(e)(ii), except as otherwise
provided for in the last sentence of Subsection 4.4(g)) by giving notice of such election in writing to the Administrative
Agent by 11:00 A.M., New York City time, on the date that is three Business Days (or such shorter period as may be agreed by the
Administrative Agent in its reasonable discretion) prior to the Prepayment Date. Upon receipt by the Administrative Agent of such
notice, the Administrative Agent shall immediately notify the Borrower of such election. Any amount so declined by any Lender (the
“Term Loan Declined Amount”) may, at the option of the Borrower, be applied to the payment or prepayment of
Indebtedness, including any Junior Debt, or otherwise be retained by the Borrower and its Restricted Subsidiaries and/or applied
by the Borrower or any of its Restricted Subsidiaries in any manner not inconsistent with this Agreement.


 




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(i)          Without
limitation of Subsections 2.8 and 8.1(b)(i), amounts prepaid on account of Term Loans pursuant to Subsection 4.4(a),
(e) or (l) may not be reborrowed.


 


(j)          Notwithstanding
the foregoing provisions of this Subsection 4.4, if at any time any prepayment of Loans pursuant to Subsection 4.4(a),
(b) or (e) would result, after giving effect to the procedures set forth in this Agreement, in the Borrower incurring
breakage costs under Subsection 4.12 as a result of Eurodollar Loans or BA Equivalent Loans being prepaid other than on
the last day of an Interest Period with respect thereto, then, the Borrower may, so long as no Default or Event of Default shall
have occurred and be continuing, in its sole discretion, initially (i) deposit a portion (up to 100.0%) of the amounts that
otherwise would have been paid in respect of such Eurodollar Loans with the Administrative Agent (which deposit must be equal in
amount to the amount of such Eurodollar Loans or BA Equivalent Loans not immediately prepaid), to be held as security for the obligations
of the Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory
to the Administrative Agent with such cash collateral to be directly applied upon the first occurrence thereafter of the last day
of an Interest Period with respect to such Eurodollar Loans or BA Equivalent Loans (or such earlier date or dates as shall be requested
by the Borrower) or (ii) make a prepayment of Loans in accordance with Subsection 4.4(a) or (b) with an amount
equal to a portion (up to 100.0%) of the amounts that otherwise would have been paid in respect of such Eurodollar Loans or BA
Equivalent Loans (which prepayment, together with any deposits pursuant to clause (i) above, must be equal in amount to the amount
of such Eurodollar Loans not immediately prepaid); provided that, in the case of either clause (i) or (ii) above, such unpaid
Eurodollar Loans or BA Equivalent Loans shall continue to bear interest in accordance with Subsection 4.1 until such unpaid
Eurodollar Loans or BA Equivalent Loans or the related portion of such Eurodollar Loans or BA Equivalent Loans, as the case may
be, have or has been prepaid. In addition, if the Borrower determines in good faith, which determination shall be conclusive, that
repatriating any amounts attributable to Foreign Subsidiaries that are required to be applied to prepay Term Loans pursuant to
Subsection 4.4(e)(i) or 4.4(e)(iii) (x) would result in material adverse tax consequences to Topco or any
of its Subsidiaries or (y) (1) could reasonably be expected to be prohibited or delayed by applicable local law,
(2) is restricted by applicable organizational documents or any agreement or (3) subject to other organizational
or administrative impediments from being repatriated to the United States, then, in each case the Borrower shall not be required
to prepay such amounts as required thereunder, and such amounts may be retained by the applicable Foreign Subsidiary; provided
that, in the case of this clause (y), the Borrower shall take commercially reasonable actions to cause the applicable Foreign Subsidiary
to take all actions reasonably required by the applicable local law, the applicable organizational documents or agreements, the
applicable organizational impediments or other impediment to permit repatriation of the proceeds subject to such prepayments.


 




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(k)          Notwithstanding
anything to the contrary herein, this Subsection 4.4 may be amended (and the Lenders hereby irrevocably authorize the Administrative
Agent to enter into any such amendments) to the extent necessary to reflect differing amounts payable, and priorities of payments,
to Lenders participating in any new classes or tranches of Term Loans added pursuant to Subsections 2.8, 2.10 and
2.11, as applicable, or pursuant to any other credit or letter of credit facility added pursuant to Subsection 2.8
or 11.1(e).


 


(l)          Notwithstanding
anything in any Loan Document to the contrary, so long as no Event of Default under Subsection 9.1(a) or (f) has
occurred and is continuing, the Borrower may prepay the outstanding Term Loans on the following basis:


 


(i)          The
Borrower shall have the right to make a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted
Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount
Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment Offers, in each case made in accordance with this
Subsection 4.4(l); provided that the Borrower shall not initiate any action under this Subsection 4.4(l) in
order to make a Discounted Term Loan Prepayment unless (1) at least ten Business Days shall have passed since the consummation
of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted
Prepayment Effective Date (or such shorter period as agreed to by the Administrative Agent in its reasonable discretion) or (2)
at least three Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any
prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable,
or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept
any Solicited Discounted Prepayment Offers made by a Lender (or such shorter period as agreed to by the Administrative Agent in
its reasonable discretion). Each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection
with such Discounted Term Loan Prepayment, (1) the Borrower then may have, and later may come into possession of, information
regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision
by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such
Lender has independently and, without reliance on any Parent Entity, the Borrower, any of its Subsidiaries, the Administrative
Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term
Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of the Parent
Entities, the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability
to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against
any Parent Entity, the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable
laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Discounted Term
Loan Prepayment further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other
Lenders. Any Term Loans prepaid pursuant to this Subsection 4.4(l) shall be immediately and automatically cancelled.


 




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(ii)         Borrower
Offer of Specified Discount Prepayment. (1) The Borrower may from time to time offer to make a Discounted Term Loan Prepayment
by providing the Administrative Agent with three Business Days’ (or such shorter period as may be agreed by the Administrative
Agent in its reasonable discretion) notice in the form of a Specified Discount Prepayment Notice; provided that (I)
any such offer shall be made available, at the sole discretion of the Borrower, to each Lender or to each Lender with respect to
any Tranche on an individual Tranche basis, (II) any such offer shall specify the aggregate Outstanding Amount offered to
be prepaid (the “Specified Discount Prepayment Amount”), the Tranches of Term Loans subject to such offer and
the specific percentage discount to par value (the “Specified Discount”) of the Outstanding Amount of such Term
Loans to be prepaid, (III) the Specified Discount Prepayment Amount shall be in an aggregate principal amount not less than
$5,000,000 and whole increments of $500,000 in excess thereof (or such lower minimum amounts or multiples as agreed to by the Administrative
Agent in its reasonable discretion), and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment
Response Date. The Administrative Agent will promptly provide each relevant Lender with a copy of such Specified Discount Prepayment
Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Lender to the Administrative
Agent (or its delegate) by no later than 5:00 P.M., New York City time, on the third Business Day after the date of delivery of
such notice to the relevant Lenders (or such later date designated by the Administrative Agent and approved by the Borrower) (the
“Specified Discount Prepayment Response Date”).


 


(2)         Each
relevant Lender receiving such offer shall notify the Administrative Agent (or its delegate) by the Specified Discount Prepayment
Response Date whether or not it agrees to accept a prepayment of any of its relevant then outstanding Term Loans at the Specified
Discount and, if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount of such Lender’s
Outstanding Amount and Tranches of Term Loans to be prepaid at such offered discount. Each acceptance of a Discounted Term Loan
Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Lender whose Specified Discount Prepayment Response
is not received by the Administrative Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined
to accept such Borrower Offer of Specified Discount Prepayment.


 




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(3)         If
there is at least one Discount Prepayment Accepting Lender, the Borrower will make prepayment of outstanding Term Loans pursuant
to this Subsection 4.4(l)(ii) to each Discount Prepayment Accepting Lender in accordance with the respective Outstanding
Amount and Tranches of Term Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to the
foregoing clause (2); provided that, if the aggregate Outstanding Amount of Term Loans accepted for prepayment by all Discount
Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the
Discount Prepayment Accepting Lenders in accordance with the respective Outstanding Amounts accepted to be prepaid by each such
Discount Prepayment Accepting Lender and the Administrative Agent (in consultation with the Borrower and subject to rounding requirements
of the Administrative Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount
Proration”). The Administrative Agent shall promptly, and in any case within three Business Days following the Specified
Discount Prepayment Response Date, notify (I) the Borrower of the respective Lenders’ responses to such offer, the
Discounted Prepayment Effective Date and the aggregate Outstanding Amount of the Discounted Term Loan Prepayment and the Tranches
to be prepaid, (II) each Lender of the Discounted Prepayment Effective Date, and the aggregate Outstanding Amount and the
Tranches of all Term Loans to be prepaid at the Specified Discount on such date, and (III) each Discount Prepayment Accepting
Lender of the Specified Discount Proration, if any, and confirmation of the Outstanding Amount, Tranche and Type of Term Loans
of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Administrative Agent of the amounts
stated in the foregoing notices to the Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error.
The payment amount specified in such notice to the Borrower shall be due and payable by the Borrower on the Discounted Prepayment
Effective Date in accordance with Subsection 4.4(l)(vi) below (subject to Subsection 4.4(l)(x) below).


 


(iii)        Borrower
Solicitation of Discount Range Prepayment Offers. (1) The Borrower may from time to time solicit Discount Range Prepayment
Offers by providing the Administrative Agent with three Business Days’ (or such shorter period as may be agreed by the Administrative
Agent in its reasonable discretion) notice in the form of a Discount Range Prepayment Notice; provided that (I) any
such solicitation shall be extended, at the sole discretion of the Borrower, to each Lender or to each Lender with respect to any
Tranche on an individual Tranche basis, (II) any such notice shall specify the maximum aggregate Outstanding Amount of the
relevant Term Loans that the Borrower is willing to prepay at a discount (the “Discount Range Prepayment Amount”),
the Tranches of Term Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount
Range”) of the Outstanding Amount of such Term Loans willing to be prepaid by the Borrower, (III) the Discount
Range Prepayment Amount shall be in an aggregate principal amount not less than $5,000,000 and whole increments of $500,000 in
excess thereof (or such lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion),
and (IV) each such solicitation by the Borrower shall remain outstanding through the Discount Range Prepayment Response
Date. The Administrative Agent will promptly provide each relevant Lender with a copy of such Discount Range Prepayment Notice
and a form of the Discount Range Prepayment Offer to be submitted by a responding relevant Lender to the Administrative Agent (or
its delegate) by no later than 5:00 P.M., New York City time, on the third Business Day after the date of delivery of such notice
to the relevant Lenders (or such later date as may be designated by the Administrative Agent and approved by the Borrower) (the
“Discount Range Prepayment Response Date”). Each relevant Lender’s Discount Range Prepayment Offer shall
be irrevocable and shall specify a discount to par within the Discount Range (the “Submitted Discount”) at which
such Lender is willing to allow prepayment of any or all of its then outstanding Term Loans and the maximum aggregate Outstanding
Amount and Tranches of such Term Loans such Lender is willing to have prepaid at the Submitted Discount (the “Submitted
Amount”). Any Lender whose Discount Range Prepayment Offer is not received by the Administrative Agent by the Discount
Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Term Loan Prepayment of any of its Term
Loans at any discount to their par value within the Discount Range.


 




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(2)         The
Administrative Agent shall review all Discount Range Prepayment Offers received by it by the Discount Range Prepayment Response
Date and will determine (in consultation with the Borrower and subject to rounding requirements of the Administrative Agent made
in its reasonable discretion) the Applicable Discount and Term Loans to be prepaid at such Applicable Discount in accordance with
this Subsection 4.4(l)(iii). The Borrower agrees to accept on the Discount Range Prepayment Response Date all Discount Range
Prepayment Offers received by the Administrative Agent by the Discount Range Prepayment Response Date, in the order from the Submitted
Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including
the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted Discount that is the smallest
discount to par being referred to as the “Applicable Discount”) which yields a Discounted Term Loan Prepayment
in an aggregate Outstanding Amount equal to the lesser of (I) the Discount Range Prepayment Amount and (II) the sum
of all Submitted Amounts. Each Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to
par that is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of Term
Loans equal to its Submitted Amount (subject to any required proration pursuant to the following Subsection 4.4(l)(iii)(3))
at the Applicable Discount (each such Lender, a “Participating Lender”).


 




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(3)         If
there is at least one Participating Lender, the Borrower will prepay the respective outstanding Term Loans of each Participating
Lender in the aggregate Outstanding Amount and of the Tranches specified in such Lender’s Discount Range Prepayment Offer
at the Applicable Discount; provided that if the Submitted Amount by all Participating Lenders offered at a discount to
par greater than the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of the Outstanding Amount of
the relevant Term Loans for those Participating Lenders whose Submitted Discount is a discount to par greater than or equal to
the Applicable Discount (the “Identified Participating Lenders”) shall be made pro rata among the Identified
Participating Lenders in accordance with the Submitted Amount of each such Identified Participating Lender and the Administrative
Agent (in consultation with the Borrower and subject to rounding requirements of the Administrative Agent made in its reasonable
discretion) will calculate such proration (the “Discount Range Proration”). The Administrative Agent shall promptly,
and in any case within three Business Days following the Discount Range Prepayment Response Date, notify (w) the Borrower
of the respective Lenders’ responses to such solicitation, the Discounted Prepayment Effective Date, the Applicable Discount,
and the aggregate Outstanding Amount of the Discounted Term Loan Prepayment and the Tranches to be prepaid, (x) each Lender
of the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate Outstanding Amount and Tranches of all
Term Loans to be prepaid at the Applicable Discount on such date, (y) each Participating Lender of the aggregate Outstanding
Amount and Tranches of such Lender to be prepaid at the Applicable Discount on such date, and (z) if applicable, each Identified
Participating Lender of the Discount Range Proration. Each determination by the Administrative Agent of the amounts stated in the
foregoing notices to the Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment
amount specified in such notice to the Borrower shall be due and payable by the Borrower on the Discounted Prepayment Effective
Date in accordance with Subsection 4.4(l)(vi) below (subject to Subsection 4.4(l)(x) below).


 


(iv)        Borrower
Solicitation of Discounted Prepayment Offers. (1) The Borrower may from time to time solicit Solicited Discounted Prepayment
Offers by providing the Administrative Agent with three Business Days’ (or such shorter period as may be agreed by the Administrative
Agent in its reasonable discretion) notice in the form of a Solicited Discounted Prepayment Notice; provided that (I)
any such solicitation shall be extended, at the sole discretion of the Borrower, to each Lender or to each Lender with respect
to any Tranche on an individual Tranche basis, (II) any such notice shall specify the maximum aggregate Outstanding Amount
of the Term Loans and the Tranches of Term Loans the Borrower is willing to prepay at a discount (the “Solicited Discounted
Prepayment Amount”), (III) the Solicited Discounted Prepayment Amount shall be in an aggregate principal amount
not less than $5,000,000 and whole increments of $500,000 in excess thereof (or such lower minimum amounts or multiples as agreed
to by the Administrative Agent in its reasonable discretion), and (IV) each such solicitation by the Borrower shall remain
outstanding through the Solicited Discounted Prepayment Response Date. The Administrative Agent will promptly provide each relevant
Lender with a copy of such Solicited Discounted Prepayment Notice and a form of the Solicited Discounted Prepayment Offer to be
submitted by a responding Lender to the Administrative Agent (or its delegate) by no later than 5:00 P.M., New York City time on
the third Business Day after the date of delivery of such notice to the relevant Lenders (or such later date as may be designated
by the Administrative Agent and approved by the Borrower) (the “Solicited Discounted Prepayment Response Date”).
Each Lender’s Solicited Discounted Prepayment Offer shall (x) be irrevocable, (y) remain outstanding until
the Acceptance Date and (z) specify both a discount to par (the “Offered Discount”) at which such Lender
is willing to allow prepayment of its then outstanding Term Loans and the maximum aggregate Outstanding Amount and Tranches of
such Term Loans (the “Offered Amount”) such Lender is willing to have prepaid at the Offered Discount. Any Lender
whose Solicited Discounted Prepayment Offer is not received by the Administrative Agent by the Solicited Discounted Prepayment
Response Date shall be deemed to have declined prepayment of any of its Term Loans at any discount to their par value.


 




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(2)         The
Administrative Agent shall promptly provide the Borrower with a copy of all Solicited Discounted Prepayment Offers received by
it by the Solicited Discounted Prepayment Response Date. The Borrower shall review all such Solicited Discounted Prepayment Offers
and select, at its sole discretion, the smallest of the Offered Discounts specified by the relevant responding Lenders in the Solicited
Discounted Prepayment Offers that the Borrower is willing to accept (the “Acceptable Discount”), if any; provided
that the Acceptable Discount shall not be an Offered Discount that is larger than the smallest Offered Discount for which the sum
of all Offered Amounts affiliated with Offered Discounts that are larger than or equal to such smallest Offered Discount would,
if purchased at such smallest Offered Discount, yield an amount at least equal to the Solicited Discounted Prepayment Amount. If
the Borrower elects to accept any Offered Discount as the Acceptable Discount, then as soon as practicable after the determination
of the Acceptable Discount, but in no event later than by the third Business Day after the date of receipt by the Borrower from
the Administrative Agent of a copy of all Solicited Discounted Prepayment Offers pursuant to the first sentence of this clause
(2) (the “Acceptance Date”), the Borrower shall submit an Acceptance and Prepayment Notice to the Administrative
Agent setting forth the Acceptable Discount. If the Administrative Agent shall fail to receive an Acceptance and Prepayment Notice
from the Borrower by the Acceptance Date, the Borrower shall be deemed to have rejected all Solicited Discounted Prepayment Offers.


 




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(3)         Based
upon the Acceptable Discount and the Solicited Discounted Prepayment Offers received by the Administrative Agent by the Solicited
Discounted Prepayment Response Date, within three Business Days after receipt of an Acceptance and Prepayment Notice (the “Discounted
Prepayment Determination Date”), the Administrative Agent will determine (in consultation with the Borrower and subject
to rounding requirements of the Administrative Agent made in its reasonable discretion) the aggregate Outstanding Amount and the
Tranches of Term Loans (the “Acceptable Prepayment Amount”) to be prepaid by the Borrower at the Acceptable
Discount in accordance with this Subsection 4.4(l)(iv). If the Borrower elects to accept any Acceptable Discount, then
the Borrower agrees to accept all Solicited Discounted Prepayment Offers received by the Administrative Agent by the Solicited
Discounted Prepayment Response Date, in the order from largest Offered Discount to smallest Offered Discount, up to and including
the Acceptable Discount. Each Lender that has submitted a Solicited Discounted Prepayment Offer to accept prepayment at an Offered
Discount that is greater than or equal to the Acceptable Discount shall be deemed to have irrevocably consented to prepayment of
Term Loans equal to its Offered Amount (subject to any required proration pursuant to the following sentence) at the Acceptable
Discount (each such Lender, a “Qualifying Lender”). The Borrower shall prepay outstanding Term Loans pursuant
to this Subsection 4.4(l)(iv) to each Qualifying Lender in the aggregate Outstanding Amount and of the Tranches specified
in such Lender’s Solicited Discounted Prepayment Offer at the Acceptable Discount; provided that if the aggregate
Offered Amount by all Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount exceeds the
Solicited Discounted Prepayment Amount, prepayment of the Outstanding Amount of the Term Loans for those Qualifying Lenders whose
Offered Discount is greater than or equal to the Acceptable Discount (the “Identified Qualifying Lenders”) shall
be made pro rata among the Identified Qualifying Lenders in accordance with the Offered Amount of each such Identified Qualifying
Lender and the Administrative Agent (in consultation with the Borrower and subject to rounding requirements of the Administrative
Agent made in its reasonable discretion) will calculate such proration (the “Solicited Discount Proration”).
On or prior to the Discounted Prepayment Determination Date, the Administrative Agent shall promptly notify (w) the Borrower
of the Discounted Prepayment Effective Date and Acceptable Prepayment Amount comprising the Discounted Term Loan Prepayment and
the Tranches to be prepaid, (x) each Lender of the Discounted Prepayment Effective Date, the Acceptable Discount, and the
Acceptable Prepayment Amount of all Term Loans and the Tranches to be prepaid at the Applicable Discount on such date, (y)
each Qualifying Lender of the aggregate Outstanding Amount and the Tranches of such Lender to be prepaid at the Acceptable Discount
on such date, and (z) if applicable, each Identified Qualifying Lender of the Solicited Discount Proration. Each determination
by the Administrative Agent of the amounts stated in the foregoing notices to the Borrower and Lenders shall be conclusive and
binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower shall be due and payable
by the Borrower on the Discounted Prepayment Effective Date in accordance with Subsection 4.4(l)(vi) below (subject to Subsection
4.4(l)(x) below).


 


(v)         Expenses.
In connection with any Discounted Term Loan Prepayment, the Borrower and the Lenders acknowledge and agree that the Administrative
Agent may require as a condition to any Discounted Term Loan Prepayment, the payment of reasonable out-of-pocket costs and expenses
from the Borrower in connection therewith.


 




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(vi)        Payment.
If any Term Loan is prepaid in accordance with Subsections 4.4(l)(ii) through (iv) above, the Borrower shall
prepay such Term Loans on the Discounted Prepayment Effective Date. The Borrower shall make such prepayment to the Administrative
Agent, for the account of the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Lenders, as applicable,
at the Administrative Agent’s Office in immediately available funds not later than 11:00 A.M., New York City time, on the
Discounted Prepayment Effective Date and all such prepayments shall be applied to the remaining principal installments of the Term
Loans in inverse order of maturity. The Term Loans so prepaid shall be accompanied by all accrued and unpaid interest on the par
principal amount so prepaid up to, but not including, the Discounted Prepayment Effective Date. Each prepayment of the outstanding
Term Loans pursuant to this Subsection 4.4(l) shall be paid to the Discount Prepayment Accepting Lenders, Participating
Lenders, or Qualifying Lenders, as applicable. The aggregate Outstanding Amount of the Tranches of the Term Loans outstanding shall
be deemed reduced by the full par value of the aggregate Outstanding Amount of the Tranches of Term Loans prepaid on the Discounted
Prepayment Effective Date in any Discounted Term Loan Prepayment. The Lenders hereby agree that, in connection with a prepayment
of Term Loans pursuant to this Subsection 4.4(l) and notwithstanding anything to the contrary contained in this Agreement,
(i) interest in respect of the Term Loans may be made on a non-pro rata basis among the Lenders holding such Term Loans
to reflect the payment of accrued interest to certain Lenders as provided in this Subsection 4.4(l)(vi) and (ii)
all subsequent prepayments and repayments of the Term Loans (except as otherwise contemplated by this Agreement) shall be made
on a pro rata basis among the respective Lenders based upon the then outstanding principal amounts of the Term Loans then held
by the respective Lenders after giving effect to any prepayment pursuant to this Subsection 4.4(l) as if made at par. It
is also understood and agreed that prepayments pursuant to this Subsection 4.4(l) shall not be subject to Subsection
4.4(a), or, for the avoidance of doubt, Subsection 11.7(a) or the pro rata allocation requirements of Subsection
4.8(a).


 




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(vii)       Other
Procedures. To the extent not expressly provided for herein, each Discounted Term Loan Prepayment shall be consummated pursuant
to procedures consistent with the provisions in this Subsection 4.4(l), established by the Administrative Agent acting in
its reasonable discretion and as reasonably agreed by the Borrower.


 


(viii)      Notice.
Notwithstanding anything in any Loan Document to the contrary, for purposes of this Subsection 4.4(l), each notice or other
communication required to be delivered or otherwise provided to the Administrative Agent (or its delegate) shall be deemed to have
been given upon the Administrative Agent’s (or its delegate’s) actual receipt during normal business hours of such
notice or communication; provided that any notice or communication actually received outside of normal business hours shall
be deemed to have been given as of the opening of business on the next Business Day.


 


(ix)         Actions
of Administrative Agent. Each of the Borrower and the Lenders acknowledges and agrees that the Administrative Agent may perform
any and all of its duties under this Subsection 4.4(l) by itself or through any Affiliate of the Administrative Agent and
expressly consents to any such delegation of duties by the Administrative Agent to such Affiliate and the performance of such delegated
duties by such Affiliate. The exculpatory provisions in this Agreement shall apply to each Affiliate of the Administrative Agent
and its respective activities in connection with any Discounted Term Loan Prepayment provided for in this Subsection 4.4(l)
as well as to activities of the Administrative Agent in connection with any Discounted Term Loan Prepayment provided for in this
Subsection 4.4(l).


 


(x)          Revocation.
The Borrower shall have the right, by written notice to the Administrative Agent, to revoke in full (but not in part) its offer
to make a Discounted Term Loan Prepayment and rescind the applicable Specified Discount Prepayment Notice, Discount Range Prepayment
Notice or Solicited Discounted Prepayment Notice therefor at its discretion at any time on or prior to the applicable Specified
Discount Prepayment Response Date (and if such offer is so revoked, any failure by the Borrower to make any prepayment to a Lender
pursuant to this Subsection 4.4(l) shall not constitute a Default or Event of Default under Subsection 9.1 or otherwise).


 




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(xi)         No
Obligation. This Subsection 4.4(l) shall not (i) require the Borrower to undertake any prepayment pursuant to
this Subsection 4.4(l) or (ii) limit or restrict the Borrower from making voluntary prepayments of the Term Loans
in accordance with the other provisions of this Agreement.


 


4.5           Administrative
Agent’s Fee; Other Fees. (a) The Borrower agrees to pay to the Administrative Agent the fees set forth in the last paragraph
under the heading “Cash Flow Facilities Fees” of the Fee Letter on the payment dates set forth therein.


 


(b)          If
on or prior to the one year anniversary of the Closing Date the Borrower makes an optional prepayment or mandatory prepayment pursuant
to Subsection 4.4(e)(ii)(A) of all or a portion of the Initial Term Loans in an amount equal to the Net Cash Proceeds received
by the Borrower or any Restricted Subsidiary from its incurrence of new Indebtedness under first lien secured bank financing in
a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender, a prepayment
premium of 1.0% of the aggregate principal amount of Initial Term Loans being prepaid. If, on or prior to the one year anniversary
of the Closing Date, any Lender is replaced pursuant to Subsection 11.1(g) in connection with any amendment of this Agreement
(including in connection with any refinancing transaction permitted under Subsection 11.6(g) to replace the Initial Term
Loans) that results in a Repricing Transaction, such Lender (and not any Person who replaces such Lender pursuant to Subsection
2.10(e) or 11.1(g)) shall receive a fee equal to 1.0% of the principal amount of the Initial Term Loans of such Lender
assigned to a replacement Lender pursuant to Subsection 2.10(e) or 11.1(g).


 


(c)          The
Borrower agrees to pay, or cause to be paid, to the Administrative Agent, for the account of each Lender, a commitment fee for
the period from and including the first day of the applicable Revolving Commitment Period to the applicable Maturity Date, computed
at the Applicable Commitment Fee Percentage on the average daily amount of the Available Revolving Commitment of such Lender during
the period for which payment is made, payable quarterly in arrears on the last Business Day of each Fiscal Quarter, and on the
applicable Maturity Date, or such earlier date as the Revolving Commitments shall terminate as provided herein, commencing on September
28, 2018. For purposes of calculating the commitment fee under this Subsection 4.5(c), the Dollar Equivalent of any
Revolving Loans, undrawn Letters of Credit and unreimbursed drawings under Letters of Credit for purposes of determining Available
Revolving Commitments as of any date shall be determined using the Spot Rate of Exchange as of the most recent applicable Revaluation
Date.


 




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4.6           Computation
of Interest and Fees. (a) Interest (other than interest based on the Base Rate, the Canadian Prime Rate, the BA Rate or the
LIBOR Rate for Eurodollar Loans denominated in Sterling), the L/C Facing Fee and the commitment fees payable pursuant to Subsection 4.5(c)
shall be calculated on the basis of a 360-day year for the actual days elapsed; and interest based on the Base Rate, the Canadian
Prime Rate, the BA Rate or the LIBOR Rate for Eurodollar Loans denominated in Sterling shall be calculated on the basis of a 365-day
year (or 366-day year, as the case may be) for the actual days elapsed. The Administrative Agent shall as soon as practicable notify
the Borrower and the affected Lenders of each determination of an Adjusted LIBOR Rate. Any change in the interest rate on a Loan
resulting from a change in the Alternate Base Rate or the Statutory Reserves shall become effective as of the opening of business
on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and
the affected Lenders of the effective date and the amount of each such change in interest rate.


 


(b)          Each
determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and
binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the
Borrower or any Lender, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations used by
the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is
based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Rate.


 


(c)          Upon
the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such
Reference Bank is currently providing quotes for deposits in Dollars and/or any Designated Foreign Currency to leading banks in
the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative
Agent with the rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the
first day of the relevant Interest Period for deposits in Dollars and/or any Designated Foreign Currency, as applicable, of a duration
equal to the duration of such Interest Period. The Borrower agrees to keep confidential the rate quoted by any Reference Bank and
provided to it or the Administrative Agent pursuant to this Subsection 4.6(c); provided, that such rates may be disclosed
(i) to the Sponsor, CD&R, Golden Gate, Kenner, the other Investors, the Borrower, any Restricted Subsidiary and to their
respective officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis, (ii)
if the applicable Reference Bank consents to such proposed disclosure (such consent not to be unreasonably withheld) or (iii)
to the extent necessary in connection with the exercise of any remedy or enforcement of any rights.


 




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4.7           Inability
to Determine Interest Rate. If, prior to the first day of any Interest Period, the Administrative Agent shall have determined
(which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant
market, adequate and reasonable means do not exist for ascertaining the Adjusted LIBOR Rate with respect to any Eurodollar Loan
for such Interest Period (the “Affected Eurodollar Rate”) or the BA Rate with respect to any BA Equivalent Loan
for such interest period (the “Affected BA Rate”), the Administrative Agent shall give facsimile or telephonic
notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (a) any Eurodollar
Loans to be made in Dollars the rate of interest applicable to which is based on the Affected Eurodollar Rate requested to be made
on the first day of such Interest Period shall be made as ABR Loans, (b) any BA Equivalent Loans the rate of interest
applicable to which is based on the Affected BA Rate requested to be made on the first day of such Interest Period shall be made
as Canadian Prime Rate Loans, (c) any Eurodollar Loans to be made in a Designated Foreign Currency the rate of interest
applicable to which is based on the Affected Eurodollar Rate requested to be made on the first day of such Interest Period shall
not be required to be made hereunder in such Designated Foreign Currency and, upon receipt of such notice, the Borrower may at
its option revoke the pending request for such Eurodollar Loans or convert such request into a request for ABR Loans to be made
in Dollars or Canadian Prime Rate Loans to be made in Canadian Dollars, (d) any Loans that were to have been converted on
the first day of such Interest Period to or continued as Eurodollar Loans in Dollars the rate of interest applicable to which is
based upon the Affected Eurodollar Rate shall be converted to or continued as ABR Loans, (e) any Loans that were to
have been converted on the first day of such Interest Period to or continued as BA Rate Loans the rate of interest applicable to
which is based upon the Affected BA Rate shall be converted to or continued as Canadian Prime Rate Loans, (f) any Eurodollar
Loans denominated in Euro that were to have been continued as Eurodollar Loans the rate of interest applicable to which is based
upon the Affected Eurodollar Rate shall (at the option of the Borrower) remain outstanding, and shall bear interest at an alternate
rate which reflects, as to each Lender, such Lender’s cost of funding such Eurodollar Loans (which rate, if less than zero,
shall be deemed zero for purposes of this Agreement), as reasonably determined by the Administrative Agent, plus the Applicable
Margin hereunder and (g) any outstanding Eurodollar Loans denominated in Sterling that were to have been continued
as Eurodollar Loans the rate of interest applicable to which is based upon the Affected Eurodollar Rate shall (at the option of
the Borrower) remain outstanding, and shall bear interest at an alternate rate which reflects, as to each Lender, such Lender’s
cost of funding such Eurodollar Loans (which rate, if less than zero, shall be deemed zero for purposes of this Agreement), as
reasonably determined by the Administrative Agent, plus the Applicable Margin hereunder. Until such notice has been withdrawn by
the Administrative Agent, no further Eurodollar Loans or BA Equivalent Loans the rate of interest applicable to which is based
upon the Affected Eurodollar Rate or Affected BA Rate shall be made or continued as such, nor shall the Borrower have the right
to convert ABR Loans to Eurodollar Loans or Canadian Prime Rate Loans to BA Equivalent Loans, the rate of interest applicable to
which is based upon the Affected Eurodollar Rate or Affected BA Rate.


 




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4.8           Pro
Rata Treatment and Payments.


 


(a)          Except
as expressly otherwise provided herein (including in Subsection 11.6(m)), each borrowing of Revolving Loans (other
than Swing Line Loans) by the Borrower from the Lenders hereunder shall be made, each payment (except as provided in Subsection 4.14(a))
by the Borrower on account of any commitment fee in respect of the Revolving Commitments hereunder and any reduction (except as
provided in Subsection 2.8, 2.10, 2.11, 4.13(d) or 11.1(g)) of the Revolving Commitments
of the Lenders shall be allocated by the Administrative Agent, pro rata according to the respective Revolving Commitment Percentages
of the Lenders (other than payments in respect of any difference in the Applicable Commitment Fee Percentages in respect of any
Tranche); provided that at the request of the Borrower, in lieu of such application on a pro rata basis among all Revolving
Commitments, such reduction may be applied to any Revolving Commitments so long as the Maturity Date of such Revolving Commitments
precedes the Maturity Date of each other Tranche of Revolving Commitments then outstanding or, in the event more than one Tranche
of Revolving Commitments shall have an identical Maturity Date that precedes the Maturity Date of each other Tranche of Revolving
Commitments then outstanding, to such Tranches on a pro rata basis. Except as expressly otherwise provided herein, each payment
(including each prepayment, but excluding payments made pursuant to Subsection 2.8, 2.9, 2.10, 2.11,
4.5(b), 4.9, 4.10, 4.11, 4.12, 4.13(d), 4.14, 11.1(g) or 11.6) by
the Borrower on account of principal of and interest on account of any Loans of a given Tranche (other than (v) payments
in respect of any difference in the Applicable Margin, Adjusted LIBOR Rate or Alternate Base Rate in respect of any Tranche, (w)
any payments pursuant to Subsection 4.4(e) to the extent declined by any Lender in accordance with Subsection 4.4(h),
(x) any payments pursuant to Subsection 4.4(l) which shall be allocated as set forth in Subsection 4.4(l),
(y) any prepayments pursuant to Subsection 11.6(h)(i)(2) and (z) any payment accompanying a termination
of Revolving Commitments pursuant to the provisos to the first sentence of this Subsection 4.8(a) which shall be applied
to the Revolving Loans outstanding under the Tranches under which Revolving Commitments are being terminated) shall be allocated
by the Administrative Agent pro rata according to the respective outstanding principal amounts of such Loans of such Tranche then
held by the respective Lenders; provided that a Lender may, at its option, and if agreed by the Borrower, exchange such
Lender’s portion of a Term Loan to be prepaid for Rollover Indebtedness, in lieu of such Lender’s pro rata portion
of such prepayment, pursuant to the last sentence of Subsection 4.4(g). All payments (including prepayments) to be made
by the Borrower hereunder, whether on account of principal, interest, fees, Reimbursement Obligations or otherwise, shall be made
without set-off or counterclaim and shall be made on or prior to the time expressly required hereunder or under such other Loan
Document for such payment (or, if no such time is expressly required, prior to 2:00 P.M., New York City time), on the due date
thereof to the Administrative Agent for the account of the Lenders holding the relevant Loans, the L/C Participants, the Lenders,
the Administrative Agent, or the Other Representatives, as the case may be, at the Administrative Agent’s office specified
in Subsection 11.2, in Dollars or, in the case of Loans outstanding in any Designated Foreign Currency and L/C Obligations
in any Designated Foreign Currency, such Designated Foreign Currency and, whether in Dollars or any Designated Foreign Currency,
in immediately available funds. Any pro rata calculations required to be made pursuant to this Subsection 4.8(a) in
respect to any Revolving Loan denominated in a Designated Foreign Currency shall be made on a Dollar Equivalent basis. Payments
received by the Administrative Agent after such time shall be deemed to have been received on the next Business Day. The Administrative
Agent shall distribute such payments to such L/C Participants, Lenders or Other Representatives, as the case may be, if any such
payment is received prior to 2:00 P.M., New York City time, on a Business Day, in like funds as received prior to the end of such
Business Day and otherwise the Administrative Agent shall distribute such payment to such Lenders or Other Representatives, as
the case may be, on the next succeeding Business Day. If any payment hereunder (other than payments on the Eurodollar Loans or
BA Equivalent Loans) becomes due and payable on a day other than a Business Day, the maturity of such payment shall be extended
to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then
applicable rate during such extension. If any payment on a Eurodollar Loan or BA Equivalent Loan becomes due and payable on a day
other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day (and, with respect
to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result
of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the
immediately preceding Business Day. This Subsection 4.8(a) may be amended in accordance with Subsection 11.1(d) to
the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new Tranches
added pursuant to Subsections 2.8, 2.10, 2.11 and 11.1(h), as applicable, or pursuant to any other credit
or letter of credit facility added pursuant to Subsection 2.8 or 11.1(e).


 




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(b)          Unless
the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make
the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may
assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance
upon such assumption, make available to the Borrower in respect of such borrowing a corresponding amount. If such amount is not
made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative
Agent on demand, such amount with interest thereon at a rate equal to (i) for amounts denominated in Dollars, the daily
average Federal Funds Effective Rate, and (ii) for amounts denominated in a Designated Foreign Currency, the rate customary
in such Designated Foreign Currency for settlement of similar interbank obligations as determined by the Administrative Agent,
in each case for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate
of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Subsection 4.8(b) shall
be conclusive in the absence of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative
Agent by such Lender within three Business Days of such Borrowing Date, (x) the Administrative Agent shall notify the Borrower
of the failure of such Lender to make such amount available to the Administrative Agent and the Administrative Agent shall also
be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans hereunder on demand from
the Borrower; provided that the foregoing notice and recovery provisions shall not apply to the funding of Initial Term
Loans and Initial Revolving Loans on the Closing Date and (y) then the Borrower may, without waiving or limiting any rights
or remedies it may have against such Lender hereunder or under applicable law or otherwise, borrow a like amount on an unsecured
basis from any commercial bank for a period ending on the date upon which such Lender does in fact make such borrowing available.


 


4.9           Illegality.
Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation
or application thereof in each case occurring after the Closing Date shall make it unlawful for any Lender to make or maintain
any Eurodollar Loans or BA Equivalent Loans as contemplated by this Agreement (“Affected Loans”), (a)
such Lender shall promptly give written notice of such circumstances to the Borrower and the Administrative Agent (which notice
shall be withdrawn whenever such circumstances no longer exist), (b) the commitment of such Lender hereunder to make Affected
Loans, continue Affected Loans as such and convert an ABR Loan or Canadian Prime Rate Loan to an Affected Loan shall forthwith
be cancelled and, until such time as it shall no longer be unlawful for such Lender to make or maintain such Affected Loans, such
Lender shall then have a commitment only to make an ABR Loan or Canadian Prime Rate Loan, as applicable, when an Affected Loan
is requested, (c) such Lender’s Loans then outstanding as Affected Loans, if any, shall be converted automatically
to ABR Loans or Canadian Prime Rate Loans, as applicable, on the respective last days of the then current Interest Periods with
respect to such Affected Loans or within such earlier period as required by law and (d) such Lender’s then outstanding
Affected Loans, if any, not converted to ABR Loans or Canadian Prime Rate Loans pursuant to clause (c) of this Subsection 4.9
shall, at the option of the Borrower (i) be prepaid with accrued interest thereon on the last day of the then current Interest
Period with respect thereto (or such earlier date as may be required by any such Requirement of Law) or (ii) bear interest
at an alternate rate which reflects such Lender’s cost of funding such Loans (which rate, if less than zero, shall be deemed
zero for purposes of this Agreement), as reasonably determined by the Administrative Agent, plus the Applicable Margin hereunder.
If any such conversion or prepayment of an Affected Loan occurs on a day which is not the last day of the then current Interest
Period with respect thereto, the Borrower shall pay to such Lender such amounts, if any, as may be required pursuant to Subsection
4.12.


 




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4.10         Requirements
of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof applicable
to any Lender or any Issuing Bank, or compliance by any Lender or any Issuing Bank with any request or directive (whether or not
having the force of law) from any central bank or other Governmental Authority, in each case made subsequent to the Closing Date
(or, if later, the date on which such Lender becomes a Lender or such Issuing Bank becomes an Issuing Bank):


 


(i)          shall
subject such Lender or such Issuing Bank to any Tax of any kind whatsoever with respect to any Letter of Credit, any Letter of
Credit Request, any Eurodollar Loans or any BA Equivalent Loans made or maintained by it or its obligation to make or maintain
Eurodollar Loans or BA Equivalent Loans, or change the basis of taxation of payments to such Lender in respect thereof, in each
case, except for Non-Excluded Taxes, Taxes imposed by FATCA and Taxes measured by or imposed upon net income, or franchise Taxes,
or Taxes measured by or imposed upon overall capital or net worth, or branch Taxes (in the case of such capital, net worth or branch
Taxes, imposed in lieu of such net income Tax), of such Lender, such Issuing Bank or its applicable lending office, branch, or
any affiliate thereof;


 


(ii)         shall
impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by,
deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition
of funds by, any office of such Lender which is not otherwise included in the determination of the LIBOR Rate or BA Rate, as applicable,
hereunder; or


 


(iii)        shall
impose on such Lender or such Issuing Bank any other condition (excluding any Tax of any kind whatsoever);


 




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and the result of any of the foregoing
is to increase the cost to such Lender or such Issuing Bank, by an amount which such Lender or such Issuing Bank deems to be material,
of making, converting into, continuing or maintaining Eurodollar Loans or BA Equivalent Loans or issuing or participating in Letters
of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to the Borrower
from such Lender, through the Administrative Agent in accordance herewith, the Borrower shall promptly pay such Lender or such
Issuing Bank, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount
receivable with respect to such Eurodollar Loans, BA Equivalent Loans or Letters of Credit; provided that, in any such case,
the Borrower may elect to convert the Eurodollar Loans or BA Equivalent Loans made by such Lender hereunder to ABR Loans or Canadian
Prime Rate Loans, as applicable, by giving the Administrative Agent at least one Business Day’s (or such shorter period as
may be agreed by the Administrative Agent in its reasonable discretion) notice of such election, in which case the Borrower shall
promptly pay to such Lender, upon demand, without duplication, amounts theretofore required to be paid to such Lender pursuant
to this Subsection 4.10(a) and such amounts, if any, as may be required pursuant to Subsection 4.12. If
any Lender or Issuing Bank becomes entitled to claim any additional amounts pursuant to this Subsection 4.10(a), it
shall provide prompt notice thereof to the Borrower, through the Administrative Agent, certifying (x) that one of the events
described in this clause (a) has occurred and describing in reasonable detail the nature of such event, (y) as to the increased
cost or reduced amount resulting from such event and (z) as to the additional amount demanded by such Lender and a reasonably
detailed explanation of the calculation thereof. Such a certificate as to any additional amounts payable pursuant to this Subsection 4.10(a)
submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error.
Notwithstanding anything to the contrary in this Subsection 4.10(a), the Borrower shall not be required to compensate
a Lender or Issuing Bank pursuant to this Subsection 4.10(a) (i) for any amounts incurred more than six months
prior to the date that such Lender or such Issuing Bank notifies the Borrower of such Lender’s or such Issuing Bank’s
intention to claim compensation therefor or (ii) for any amounts, if such Lender or Issuing Bank is applying this provision
to the Borrower in a manner that is inconsistent with its application of “increased cost” or other similar provisions
under other syndicated credit agreements to similarly situated borrowers. This covenant shall survive the termination of this Agreement
and the payment of the Loans and all other amounts payable hereunder.


 


(b)          If
any Lender or any Issuing Bank shall have determined that the adoption of or any change in any Requirement of Law regarding capital
adequacy or liquidity or in the interpretation or application thereof or compliance by such Lender or such Issuing Bank or any
corporation controlling such Lender or such Issuing Bank with any request or directive regarding capital adequacy or liquidity
(whether or not having the force of law) from any Governmental Authority, in each case, made subsequent to the Closing Date, does
or shall have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s or such corporation’s
capital as a consequence of such Lender’s or such Issuing Bank’s obligations hereunder to a level below that which
such Lender or such Issuing Bank or such corporation could have achieved but for such change or compliance (taking into consideration
such Lender’s or such Issuing Bank’s or such corporation’s policies with respect to capital adequacy or liquidity)
by an amount deemed by such Lender or such Issuing Bank to be material, then from time to time, within ten Business Days after
submission by such Lender or such Issuing Bank to the Borrower (through the Administrative Agent) of a written request therefor
certifying (x) that one of the events described in this clause (b) has occurred and describing in reasonable detail the
nature of such event, (y) as to the reduction of the rate of return on capital resulting from such event and (z)
as to the additional amount or amounts demanded by such Lender or such Issuing Bank or corporation and a reasonably detailed explanation
of the calculation thereof, the Borrower shall pay to such Lender or such Issuing Bank such additional amount or amounts as will
compensate such Lender or such Issuing Bank or corporation for such reduction. Such a certificate as to any additional amounts
payable pursuant to this Subsection 4.10(b) submitted by such Lender or such Issuing Bank, through the Administrative
Agent, to the Borrower shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in this Subsection 4.10(b),
the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Subsection 4.10(b) (i)
for any amounts incurred more than six months prior to the date that such Lender or such Issuing Bank notifies the Borrower of
such Lender’s or such Issuing Bank’s intention to claim compensation therefor or (ii) for any amounts,
if such Lender or such Issuing Bank is applying this provision to the Borrower in a manner that is inconsistent with its application
of “increased cost” or other similar provisions under other syndicated credit agreements to similarly situated borrowers.
This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.


 




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(c)          Notwithstanding
anything herein to the contrary, the Dodd Frank Wall Street Reform and Consumer Protection Act, and all requests, rules, regulations,
guidelines and directives promulgated thereunder or issued in connection therewith, and all requests, rules, guidelines or directives
promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor authority)
or the United States or foreign regulatory authorities, in each case pursuant to Basel III, in each case shall be deemed to have
been enacted, adopted or issued, as applicable, subsequent to the Closing Date for all purposes herein.


 


4.11         Taxes.
(a) Except as provided below in this Subsection 4.11 or as required by law (which for purposes of this Subsection 4.11
shall include FATCA), all payments made by the Borrower or the Agents under this Agreement and any Notes shall be made free and
clear of, and without deduction or withholding for or on account of any Taxes; provided that if any Non-Excluded Taxes are
required to be withheld from any amounts payable by the Borrower to any Agent or any Lender hereunder or under any Notes, the amounts
so payable by the Borrower shall be increased to the extent necessary to yield to such Agent or such Lender (after payment of all
Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement;
provided, however, that the Borrower shall be entitled to deduct and withhold, and the Borrower shall not be required
to indemnify for, any Non-Excluded Taxes, and any such amounts payable by the Borrower to or for the account of any Agent or Lender
shall not be increased (x) if such Agent or Lender fails to comply with the requirements of clause (b), (c), (d) or (e)
of this Subsection 4.11 or with the requirements of Subsection 4.13, or (y) with respect to any Non-Excluded
Taxes imposed in connection with the payment of any fees paid under this Agreement unless such Non-Excluded Taxes are imposed as
a result of a Change in Law, or (z) with respect to any Non-Excluded Taxes imposed by the United States or any state or
political subdivision thereof, unless such Non-Excluded Taxes are imposed as a result of a change in treaty, law or regulation
that occurred after such Agent became an Agent hereunder or such Lender became a Lender hereunder (or, if such Agent or Lender
is a non-U.S. intermediary or flow-through entity for U.S. federal income tax purposes, after the relevant beneficiary or member
of such Agent or Lender became such a beneficiary or member, if later) (any such change, at such time, a “Change in Law”).
Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the
Administrative Agent for its own account or for the account of the respective Lender or Agent, as the case may be, a certified
copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded
Taxes when due to the appropriate Governmental Authority in accordance with applicable law or the Borrower fails to remit to the
Administrative Agent the required receipts or other required documentary evidence, the Borrower shall indemnify the Administrative
Agent, the Lenders and the Agents for any incremental Taxes, interest or penalties that may become payable by the Administrative
Agent or any Lender as a result of any such failure. The agreements in this Subsection 4.11 shall survive the termination
of this Agreement and the payment of the Term Loans and all other amounts payable hereunder.


 




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(b)          Each
Agent and each Lender that is not a United States Person shall:


 


(i)          (1)
on or before the date of any payment by the Borrower under this Agreement or any Notes to, or for the account of, such Agent or
Lender, deliver to the Borrower and the Administrative Agent (A) two accurate and complete original signed Internal Revenue
Service Forms W-8BEN-E (certifying that it is a resident of the applicable country within the meaning of the income tax treaty
between the United States and that country) or Forms W-8ECI, or successor applicable form, as the case may be, in each case certifying
that it is entitled to receive all payments under this Agreement and any Notes without deduction or withholding of any U.S. federal
income taxes, and (B) such other forms, documentation or certifications, as the case may be, certifying that it is entitled
to an exemption from United States backup withholding tax with respect to payments under this Agreement and any Notes;


 


(2)         deliver
to the Borrower and the Administrative Agent two further accurate and complete original signed forms or certifications provided
in Subsection 4.11(b)(i)(1) on or before the date that any such form or certification expires or becomes obsolete and after
the occurrence of any event requiring a change in the most recent form or certificate previously delivered by it to the Borrower;


 


(3)         obtain
such extensions of time for filing and completing such forms or certifications as may reasonably be requested by the Borrower or
the Administrative Agent; and


 


(4)         deliver,
to the extent legally entitled to do so, upon reasonable request by the Borrower, to the Borrower and the Administrative Agent
such other forms as may be reasonably required in order to establish the legal entitlement of such Agent or such Lender to an exemption
from, or reduction of, withholding with respect to payments under this Agreement and any Notes, provided that, in determining
the reasonableness of a request under this clause (4), such Lender shall be entitled to consider the cost (to the extent unreimbursed
by any Loan Party) which would be imposed on such Lender of complying with such request; or


 


(ii)         in
the case of any such Lender that is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and is claiming
the so-called “portfolio interest exemption”,


 


(1)         represent
to the Borrower and the Administrative Agent that it is not (A) a bank within the meaning of Section 881(c)(3)(A) of the
Code, (B) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code,
or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code;


 




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(2)         on
or before the date of any payment by the Borrower under this Agreement or any Notes to, or for the account of, such Lender, deliver
to the Borrower and the Administrative Agent, (A) two certificates substantially in the form of Exhibit D hereto
(any such certificate a “U.S. Tax Compliance Certificate”) and (B) two accurate and complete original
signed Internal Revenue Service Forms W-8BEN-E, or successor applicable form, certifying to such Lender’s legal entitlement
at the date of such form to an exemption from U.S. withholding tax under the provisions of Section 871(h) or Section 881(c) of
the Code with respect to payments to be made under this Agreement and any Notes and (C) such other forms, documentation
or certifications, as the case may be certifying that it is entitled to an exemption from United States backup withholding tax
with respect to payments under this Agreement and any Notes (and shall also deliver to the Borrower and the Administrative Agent
two further accurate and complete original signed forms or certificates on or before the date it expires or becomes obsolete and
after the occurrence of any event requiring a change in the most recently provided form or certificate and, if necessary, obtain
any extensions of time reasonably requested by the Borrower or the Administrative Agent for filing and completing such forms or
certificates); and


 


(3)         deliver,
to the extent legally entitled to do so, upon reasonable request by the Borrower, to the Borrower and the Administrative Agent
such other forms as may be reasonably required in order to establish the legal entitlement of such Lender to an exemption from,
or reduction of, withholding with respect to payments under this Agreement and any Notes, provided that, in determining
the reasonableness of a request under this clause (3), such Lender shall be entitled to consider the cost (to the extent unreimbursed
by the Borrower) which would be imposed on such Lender of complying with such request; or


 


(iii)        in
the case of any such Agent or Lender that is a non-U.S. intermediary or flow-through entity for U.S. federal income tax purposes,


 


(1)         on
or before the date of any payment by the Borrower under this Agreement or any Notes to, or for the account of, such Agent or Lender,
deliver to the Borrower and the Administrative Agent two accurate and complete original signed Internal Revenue Service Forms W-8IMY,
or successor applicable form, and, if any beneficiary or member of such Agent or such Lender is claiming the so-called “portfolio
interest exemption”, (I) represent to the Borrower and the Administrative Agent that such Agent or such Lender is
not (A) a bank within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder”
of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation”
described in Section 881(c)(3)(C) of the Code, and (II) also deliver to the Borrower and the Administrative Agent two U.S.
Tax Compliance Certificates certifying to such Agent’s or such Lender’s legal entitlement at the date of such certificate
to an exemption from U.S. withholding tax under the provisions of Section 881(c) of the Code with respect to payments to be made
under this Agreement and any Notes; and


 




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(A)         with
respect to each beneficiary or member of such Agent or Lender that is not claiming the so-called “portfolio interest exemption”,
also deliver to the Borrower and the Administrative Agent (I) two accurate and complete original signed Internal Revenue
Service Forms W-8BEN-E (certifying that such beneficiary or member is a resident of the applicable country within the meaning of
the income tax treaty between the United States and that country), Forms W-8ECI or Forms W-9, or successor applicable form, as
the case may be, in each case so that each such beneficiary or member is entitled to receive all payments under this Agreement
and any Notes without deduction or withholding of any U.S. federal income taxes and (II) such other forms, documentation
or certifications, as the case may be, certifying that each such beneficiary or member is entitled to an exemption from United
States backup withholding tax with respect to all payments under this Agreement and any Notes; and


 


(B)         with
respect to each beneficiary or member of such Lender that is claiming the so-called “portfolio interest exemption”,
(I) represent to the Borrower and the Administrative Agent that such beneficiary or member is not (1) a bank within
the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Borrower within the meaning
of Section 881(c)(3)(B) of the Code, or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C)
of the Code, and (II) also deliver to the Borrower and the Administrative Agent two U.S. Tax Compliance Certificates from
each beneficiary or member and two accurate and complete original signed Internal Revenue Service Forms W-8BEN-E, or successor
applicable form, certifying to such beneficiary’s or member’s legal entitlement at the date of such certificate to
an exemption from U.S. withholding tax under the provisions of Section 871(h) or Section 881(c) of the Code with respect to payments
to be made under this Agreement and any Notes, and (III) also deliver to the Borrower and the Administrative Agent such
other forms, documentation or certifications, as the case may be, certifying that it is entitled to an exemption from United States
backup withholding tax with respect to payments under this Agreement and any Notes;


 


(2)         deliver
to the Borrower and the Administrative Agent two further accurate and complete original signed forms, certificates or certifications
referred to above on or before the date any such form, certificate or certification expires or becomes obsolete, or any beneficiary
or member changes, and after the occurrence of any event requiring a change in the most recently provided form, certificate or
certification and obtain such extensions of time reasonably requested by the Borrower or the Administrative Agent for filing and
completing such forms, certificates or certifications; and


 




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(3)         deliver,
to the extent legally entitled to do so, upon reasonable request by the Borrower, to the Borrower and the Administrative Agent
such other forms as may be reasonably required in order to establish the legal entitlement of such Agent or Lender (or beneficiary
or member) to an exemption from, or reduction of, withholding with respect to payments under this Agreement and any Notes, provided
that in determining the reasonableness of a request under this clause (3) such Agent or Lender shall be entitled to consider the
cost (to the extent unreimbursed by the Borrower) which would be imposed on such Agent or Lender (or beneficiary or member) of
complying with such request;


 


unless, in any such case (other than with
respect to United States backup withholding tax), there has been a Change in Law which renders all such forms inapplicable or which
would prevent such Agent or such Lender (or such beneficiary or member) from duly completing and delivering any such form with
respect to it and such Agent or such Lender so advises the Borrower and the Administrative Agent.


 


(c)          Each
Lender and each Agent, in each case that is a United States Person, shall, on or before the date of any payment by the Borrower
under this Agreement or any Notes to such Lender or Agent, deliver to the Borrower and the Administrative Agent two accurate and
complete original signed Internal Revenue Service Forms W-9, or successor applicable form, certifying that such Lender or Agent
is a United States Person and that such Lender or Agent is entitled to complete exemption from United States backup withholding
tax.


 


(d)          Notwithstanding
the foregoing, if the Administrative Agent is not a United States Person, on or before the date of any payment by the Borrower
under this Agreement or any Notes to the Administrative Agent, the Administrative Agent shall:


 


(i)          deliver
to the Borrower (A) two accurate and complete original signed Internal Revenue Service Forms W-8ECI, or successor applicable
form, with respect to any amounts payable to the Administrative Agent for its own account, (B) two accurate and complete
original signed Internal Revenue Service Forms W-8IMY, or successor applicable form, with respect to any amounts payable to the
Administrative Agent for the account of others, certifying that it is a “U.S. branch” and that the payments it receives
for the account of others are not effectively connected with the conduct of its trade or business in the United States and that
it is using such form as evidence of its agreement with the Borrower to be treated as a U.S. person with respect to such payments
(and the Borrower and the Administrative Agent agree to so treat the Administrative Agent as a U.S. person with respect to such
payments as contemplated by U.S. Treasury Regulation § 1.1441-1(b)(2)(iv)) and (C) such other forms or certifications
as may be sufficient under applicable law to establish that the Administrative Agent is entitled to receive any payment by the
Borrower under this Agreement or any Notes (whether for its own account or for the account of others) without deduction or withholding
of any U.S. federal income taxes;


 


(ii)         deliver
to the Borrower two further accurate and complete original signed forms or certifications provided in Subsection 4.11(d)(i)
on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring
a change in the most recent form or certificate previously delivered by it to the Borrower; and


 




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(iii)        obtain
such extensions of time for filing and completing such forms or certifications as may reasonably be requested by the Borrower or
the Administrative Agent;


 


unless in any such case
(other than with respect to United States backup withholding tax) there has been a Change in Law which renders all such forms inapplicable
or which would prevent the Administrative Agent from duly completing and delivering any such form with respect to it and the Administrative
Agent so advises the Borrower.


 


(e)          If
a payment made to an Agent or a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA
if such Agent or such Lender were to fail to comply with the applicable reporting requirements of FATCA, such Agent or such Lender
shall deliver to the Administrative Agent and the Borrower, at the time or times prescribed by law and at such time or times reasonably
requested by the Administrative Agent or the Borrower, such documentation prescribed by applicable law and such additional documentation
reasonably requested by the Administrative Agent or the Borrower as may be necessary for the Administrative Agent and the Borrower
to comply with their respective obligations (including any applicable reporting requirements) under FATCA, to determine whether
such Agent or such Lender has complied with such Agent’s or such Lender’s obligations under FATCA or to determine the
amount to deduct and withhold from such payment. For the avoidance of doubt, the Borrower and the Administrative Agent shall be
permitted to withhold any Taxes imposed by FATCA.


 


(f)          For
purposes of this Subsection 4.11 and for purposes of Subsection 4.13, the term “Lender” includes
any Issuing Bank.


 


4.12         Indemnity.
The Borrower agrees to indemnify each Lender in respect of Extensions of Credit made, or requested to be made, to the Borrower,
and to hold each such Lender harmless from any loss or expense which such Lender may sustain or incur (other than through such
Lender’s bad faith, gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final
and nonappealable decision) as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or
continuation of Eurodollar Loans or BA Equivalent Loans after the Borrower has given a notice requesting the same in accordance
with the provisions of this Agreement, (b) default by the Borrower in making any prepayment or conversion of Eurodollar
Loans or BA Equivalent Loans after the Borrower has given a notice thereof in accordance with the provisions of this Agreement
or (c) the making of a payment or prepayment of Eurodollar Loans or BA Equivalent Loans or the conversion of Eurodollar
Loans or BA Equivalent Loans on a day which is not the last day of an Interest Period with respect thereto. Such indemnification
may include an amount equal to the excess, if any, of (i) the amount of interest which would have accrued on the amount
so prepaid, or converted, or not so borrowed, converted or continued, for the period from the date of such prepayment or conversion
or of such failure to borrow, convert or continue to the last day of the applicable Interest Period (or, in the case of a failure
to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the
applicable rate of interest for such Eurodollar Loans or BA Equivalent Loans provided for herein (excluding, however, the Applicable
Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) which
would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in
the interbank eurodollar market. If any Lender becomes entitled to claim any amounts under the indemnity contained in this Subsection
4.12, it shall provide prompt notice thereof to the Borrower, through the Administrative Agent, certifying (x) that
one of the events described in clause (a), (b) or (c) has occurred and describing in reasonable detail the nature of such event,
(y) as to the loss or expense sustained or incurred by such Lender as a consequence thereof and (z) as to the amount
for which such Lender seeks indemnification hereunder and a reasonably detailed explanation of the calculation thereof. Such a
certificate as to any indemnification pursuant to this Subsection 4.12 submitted by such Lender, through the Administrative
Agent, to the Borrower shall be conclusive in the absence of manifest error. The Borrower shall pay such Lender the amount shown
as due on any such certificate within five Business Days after receipt thereof. This covenant shall survive the termination of
this Agreement and the payment of the Term Loans and all other amounts payable hereunder.


 




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4.13         Certain
Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense of the Borrower, each Lender
and Agent to which the Borrower is required to pay any additional amount pursuant to Subsection 4.10 or 4.11, and
any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity
to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such
payment; provided that (i) such Lender or Agent shall not be required to afford the Borrower the opportunity to so
contest unless the Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant
to this Agreement and (ii) the Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’
fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided,
however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the Borrower the opportunity
to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in
its sole discretion in good faith determines that to do so would have an adverse effect on it.


 


(b)          If
a Lender changes its applicable lending office (other than (i) pursuant to clause (c) below or (ii) after an Event
of Default under Subsection 9.1(a) or (f) has occurred and is continuing) and the effect of such change, as of the
date of such change, would be to cause the Borrower to become obligated to pay any additional amount under Subsection 4.10
or 4.11, the Borrower shall not be obligated to pay such additional amount.


 


(c)          If
a condition or an event occurs which would, or would upon the passage of time or giving of notice, result in the payment of any
additional amount to any Lender or Agent by the Borrower pursuant to Subsection 4.10 or 4.11 or result in Affected
Loans or commitments to make Affected Loans being automatically converted to ABR Loans, Canadian Prime Rate Loans or Loans bearing
an alternate rate of interest or commitments to make ABR Loans, Canadian Prime Rate Loans or Loans bearing an alternate rate of
interest, as the case may be, pursuant to Subsection 4.9, such Lender or Agent shall promptly notify the Borrower and the
Administrative Agent and shall take such steps as may reasonably be available to it to mitigate the effects of such condition or
event (which shall include efforts to rebook the Loans and Commitments held by such Lender at another lending office, or through
another branch or an affiliate, of such Lender); provided that such Lender or Agent shall not be required to take any step
that, in its reasonable judgment, would be materially disadvantageous to its business or operations or would require it to incur
additional costs (unless the Borrower agrees to reimburse such Lender or Agent for the reasonable incremental out-of-pocket costs
thereof).


 




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(d)          If
the Borrower shall become obligated to pay additional amounts pursuant to Subsection 4.10 or 4.11 and any affected
Lender shall not have promptly taken steps necessary to avoid the need for payments under Subsection 4.10 or 4.11
or if Affected Loans or commitments to make Affected Loans are automatically converted to ABR Loans, Canadian Prime Rate Loans
or Loans bearing an alternate rate of interest or commitments to make ABR Loans, Canadian Prime Rate Loans or Loans bearing an
alternate rate of interest, as the case may be, under Subsection 4.9 and any affected Lender shall not have promptly taken
steps necessary to avoid the need for such conversion under Subsection 4.9, the Borrower shall have the right, for so long
as such obligation remains, (i) with the assistance of the Administrative Agent to seek one or more substitute Lenders reasonably
satisfactory to the Administrative Agent and the Borrower to purchase the affected Loan or Commitment, in whole or in part, at
an aggregate price no less than such Loan’s or Commitment’s principal amount plus accrued interest, and assume
the affected obligations under this Agreement, or (ii) so long as no Event of Default under Subsection 9.1(a) or
(f) then exists or will exist immediately after giving effect to the respective prepayment, upon notice to the Administrative
Agent to prepay the affected Loan, in whole or in part, subject to Subsection 4.12, without premium or penalty. In the case
of the substitution of a Lender, then, the Borrower, the Administrative Agent, the affected Lender, and any substitute Lender shall
execute and deliver an appropriately completed Assignment and Acceptance pursuant to Subsection 11.6(b) to effect the assignment
of rights to, and the assumption of obligations by, the substitute Lender; provided that any fees required to be paid by
Subsection 11.6(b) in connection with such assignment shall be paid by the Borrower or the substitute Lender. In the case
of a prepayment of an affected Loan, the amount specified in the notice shall be due and payable on the date specified therein,
together with any accrued interest to such date on the amount prepaid. In the case of each of the substitution of a Lender and
of the prepayment of an affected Loan, the Borrower shall first pay the affected Lender any additional amounts owing under Subsections
4.10 and 4.11 (as well as any commitment fees and other amounts then due and owing to such Lender, including any amounts
under this Subsection 4.13) prior to such substitution or prepayment. In the case of the substitution of a Lender pursuant
to this Subsection 4.13(d), if the Lender being replaced does not execute and deliver to the Administrative Agent a duly
completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement by the later of (a)
the date on which the assignee Lender executes and delivers such Assignment and Acceptance and/or such other documentation and
(b) the date as of which all obligations of the Borrower owing to such replaced Lender relating to the Loans and participations
so assigned shall be paid in full by the assignee Lender and/or the Borrower to such Lender being replaced, then the Lender being
replaced shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such
date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other
documentation on behalf of such Lender.


 




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(e)          If
any Agent or any Lender receives a refund directly attributable to Taxes for which the Borrower has made additional payments pursuant
to Subsection 4.10(a) or 4.11(a), such Agent or such Lender, as the case may be, shall promptly pay such refund (together
with any interest with respect thereto received from the relevant taxing authority, but net of any reasonable cost incurred in
connection therewith) to the Borrower; provided, however, that the Borrower agrees promptly to return such refund
(together with any interest with respect thereto due to the relevant taxing authority) (free of all Non-Excluded Taxes) to such
Agent or the applicable Lender, as the case may be, upon receipt of a notice that such refund is required to be repaid to the relevant
taxing authority.


 


(f)          The
obligations of any Agent, Lender or Participant under this Subsection 4.13 shall survive the termination of this Agreement
and the payment of the Term Loans and all amounts payable hereunder.


 


4.14         Defaulting
Lenders. Notwithstanding anything contained in this Agreement to the contrary, if any Revolving Lender becomes a Defaulting
Lender, then the following provisions shall apply for so long as such Revolving Lender is a Defaulting Lender:


 


(a)          no
commitment fee shall accrue for the account of a Defaulting Lender so long as such Lender shall be a Defaulting Lender (except
to the extent it is payable to the applicable Issuing Bank pursuant to clause (d)(v) below);


 


(b)          in
determining the Required Lenders, Required Majority in Interest Lenders or Required Revolving Lenders, any Lender that at the time
is a Defaulting Lender (and the Loans and/or Revolving Commitment of such Defaulting Lender) shall be excluded and disregarded;


 


(c)          the
Borrower shall have the right, at its sole expense and effort (i) to seek one or more Persons reasonably satisfactory
to the Administrative Agent and the Borrower to each become a substitute Revolving Lender and assume all or part of the Commitment
of any Defaulting Lender and the Borrower, the Administrative Agent and any such substitute Revolving Lender shall execute and
deliver, and such Defaulting Lender shall thereupon be deemed to have executed and delivered, an appropriately completed Assignment
and Acceptance to effect such substitution or (ii) so long as no Event of Default under Subsection 9.1(a) or
9.1(f) then exists or will exist immediately after giving effect to the respective prepayment, upon notice to the Administrative
Agent, to prepay the Loans and, at the Borrower’s option, terminate the Commitments of such Defaulting Lender, in whole or
in part, without premium or penalty;


 


(d)          if
any Swing Line Exposure exists or any L/C Obligations exist at the time a Revolving Lender becomes a Defaulting Lender then:


 


(i)          all
or any part of such Swing Line Exposure and L/C Obligations shall be re-allocated among the Non-Defaulting Lenders in accordance
with their respective Revolving Commitment Percentages but only to the extent the sum of all Non-Defaulting Lenders’ Revolving
Exposures plus such Defaulting Lender’s Swing Line Exposure and L/C Obligations does not exceed the total of all Non-Defaulting
Lenders’ Revolving Commitments;


 




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(ii)         if
the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business
Day following notice by the Administrative Agent (x) first, prepay such Defaulting Lender’s Swing Line Exposure
and (y) second, cash collateralize such Defaulting Lender’s L/C Obligations (after giving effect to any partial
reallocation pursuant to clause (i) above) on terms reasonably satisfactory to the applicable Issuing Bank for so long as such
L/C Obligations are outstanding;


 


(iii)        if
any portion of such Defaulting Lender’s L/C Obligations is cash collateralized pursuant to clause (ii) above, the Borrower
shall not be required to pay the L/C Facing Fee for participation with respect to such portion of such Defaulting Lender’s
L/C Obligations so long as it is cash collateralized;


 


(iv)        if
any portion of such Defaulting Lender’s L/C Obligations is reallocated to the Non-Defaulting Lenders pursuant to clause (i) above,
then the letter of credit commission with respect to such portion shall be allocated among the Non-Defaulting Lenders in accordance
with their Revolving Commitment Percentages; or


 


(v)         if
any portion of such Defaulting Lender’s L/C Obligations is neither cash collateralized nor reallocated pursuant to this Subsection 4.14(d),
then, without prejudice to any rights or remedies of any Issuing Bank or any Revolving Lender hereunder, the commitment fee that
otherwise would have been payable to such Defaulting Lender (with respect to the portion of such Defaulting Lender’s Commitment
that was utilized by such L/C Obligations) and the letter of credit commission payable with respect to such Defaulting Lender’s
L/C Obligations shall be payable to the applicable Issuing Bank until such L/C Obligations are cash collateralized and/or reallocated;


 


(e)          so
long as any Revolving Lender is a Defaulting Lender, the Swing Line Lender shall not be required to fund any Swing Line Loan and
the Issuing Banks shall not be required to issue, amend, extend or increase any Letter of Credit, unless they are respectively
satisfied that the related exposure will be 100% covered by the Revolving Commitments of the Non-Defaulting Lenders and/or cash
collateralized on terms reasonably satisfactory to the applicable Issuing Bank, and participations in any such newly issued or
increased Letter of Credit or newly made Swing Line Loan shall be allocated among Non-Defaulting Lenders in accordance with their
respective Revolving Commitment Percentages (and Defaulting Lenders shall not participate therein);


 




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(f)          any
amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including
any amount that would otherwise be payable to such Defaulting Lender pursuant to Subsection 11.7) may, in lieu of being
distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated non-interest bearing account and,
subject to any applicable Requirements of Law, be applied at such time or times as may be determined by the Administrative Agent
(i) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder,
(ii) second, pro rata, to the payment of any amounts owing by such Defaulting Lender to the Issuing Banks or
Swing Line Lender hereunder, (iii) third, to the funding of any Loan or the funding or cash collateralization
of any participation in any Swing Line Loan or Letter of Credit in respect of which such Defaulting Lender has failed to fund its
portion thereof as required by this Agreement, as determined by the Administrative Agent, (iv) fourth, if so
determined by the Administrative Agent and the Borrower, held in such account as cash collateral for future funding obligations
of the Defaulting Lender under this Agreement, (v) fifth, pro rata, to the payment of any amounts owing
to the Borrower or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by the Borrower or any
Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement
and (vi) sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided
that if such payment is (x) a prepayment of the principal amount of any Loans or Reimbursement Obligations in respect
of L/C Disbursements in respect of which a Defaulting Lender has funded its participation obligations and (y) made
at a time when the conditions set forth in Subsection 6.2 are satisfied, such payment shall be applied solely to prepay
the Loans of, and Reimbursement Obligations owed to, all Non-Defaulting Lenders pro rata prior to being applied to the prepayment
of any Loans, or Reimbursement Obligations owed to, any Defaulting Lender; and


 


(g)          In
the event that the Administrative Agent, the Borrower, each applicable Issuing Bank or the Swing Line Lender, as the case may be,
each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then
the Swing Line Exposure and L/C Obligations of the Lenders shall be readjusted to reflect the inclusion of such Lender’s
Commitment and on such date such Lender shall purchase at par (together with any break funding incurred by the Lenders as a result
of such purchase) such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order
for such Lender to hold such Loans in accordance with its Revolving Commitment Percentage. The rights and remedies against a Defaulting
Lender under this Subsection 4.14 are in addition to other rights and remedies that the Borrower, the Administrative
Agent, the Issuing Banks, the Swing Line Lender and the Non-Defaulting Lenders may have against such Defaulting Lender. The arrangements
permitted or required by this Subsection 4.14 shall be permitted under this Agreement, notwithstanding any limitation
on Liens or the pro rata sharing provisions or otherwise.


 


SECTION 5


 


Representations and
Warranties


 


To induce the Administrative
Agent and each Lender to make the Extensions of Credit requested to be made by it on the Closing Date and on each other date thereafter
on which an Extension of Credit is made, the Borrower with respect to itself and its Restricted Subsidiaries, hereby represents
and warrants, on the Closing Date, in each case after giving effect to the Transactions (solely to the extent required to be true
and correct for such Extension of Credit pursuant to Subsection 6.1), and on every other date thereafter on which an Extension
of Credit is made (solely to the extent required to be true and correct for such Extension of Credit pursuant to Subsection
6.2), to the Administrative Agent and each Lender that:


 




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5.1           Financial
Condition. (a) (i) The audited consolidated balance sheets of Ply Gem Holdings as of December 31, 2017 and December
31, 2016 and related consolidated statements of operations, stockholder’s equity and cash flows of Ply Gem Holdings for the
fiscal years ended December 31, 2017, December 31, 2016 and December 31, 2015 reported on by and accompanied by unqualified reports
from KPMG LLP, present fairly, in all material respects, the financial condition as at such dates, and the statements of operations,
stockholder’s equity and cash flows of Ply Gem Holdings for the periods then ended, of Ply Gem Holdings and (ii) (x)
the audited consolidated balance sheets of Atrium Corporation as of December 31, 2017 and December 31, 2016 and the related consolidated
statements of operations, stockholder’s deficit and cash flows of Atrium Corporation for the fiscal years ended December
31, 2017 and December 31, 2016 and (y) the audited consolidated balance sheets of Atrium Corporation as of December 31, 2016 and
December 31, 2015 and the related consolidated statements of operations, stockholder’s deficit and cash flows of Atrium Corporation
for the fiscal years ended December 31, 2016 and December 31, 2015, in each case reported on by and accompanied by unqualified
reports from Grant Thornton LLP, present fairly, in all material respects, the financial condition as at such dates, and the statements
of operations, stockholder’s deficit and cash flows of Atrium Corporation for the periods then ended, of Atrium Corporation.
All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently
applied throughout the periods covered thereby (except as approved by a Responsible Officer, and disclosed in any such schedules
and notes).


 


(b)          As
of the Closing Date, except as set forth in the financial statements referred to in Subsection 5.1(a), there are no liabilities
of any Loan Party of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which would reasonably
be expected to result in a Material Adverse Effect.


 


(c)          The
unaudited pro forma consolidated balance sheet and related unaudited pro forma consolidated statement of operations of the Borrower
and its Subsidiaries as of and for the 12-month period ending December 31, 2017, adjusted to give effect (as if such events had
occurred on such date for purposes of the balance sheet and at the beginning of such period, for purposes of the statement of operations),
to the consummation of the Transactions, and the Extensions of Credit hereunder on the Closing Date, were prepared from the historical
financial statements of Ply Gem Holdings and Atrium Corporation and were prepared in good faith, based on assumptions that were
believed by management to be reasonable at the time of preparation thereof.


 


(d)          The
Projections have been prepared by management of the Borrower in good faith based upon assumptions believed by management to be
reasonable at the time of preparation thereof (it being understood that such Projections, and the assumptions on which they were
based, may or may not prove to be correct).


 


5.2           No
Change; Solvent. Since the Closing Date, there has been no development or event relating to or affecting any Loan Party which
has had or would be reasonably expected to have a Material Adverse Effect (after giving effect to (i) the consummation of
the Transactions, (ii) the making of the Extensions of Credit to be made on the Closing Date and the application of the
proceeds thereof as contemplated hereby, and (iii) the payment of actual or estimated fees, expenses, financing costs and
tax payments related to the Transactions contemplated hereby). As of the Closing Date, after giving effect to the consummation
of the Transactions to be consummated on the Closing Date and after giving effect to the effectiveness of the Atlas Merger, the
Atlas Contribution and the repayment of certain existing Indebtedness of the Atrium Business on the Business Day immediately following
the Closing Date, the Borrower, together with its Subsidiaries on a consolidated basis, is Solvent.


 




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5.3           Corporate
Existence; Compliance with Law. Each of the Loan Parties (a) is duly organized, validly existing and (to the extent
applicable in the relevant jurisdiction) in good standing under the laws of the jurisdiction of its incorporation or formation,
except (other than with respect to the Borrower), to the extent that the failure to be organized, existing and (to the extent applicable)
in good standing would not reasonably be expected to have a Material Adverse Effect, (b) has the legal right to own and
operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged,
except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect,
(c) is duly qualified as a foreign corporation or limited liability company and (to the extent applicable in the relevant
jurisdiction) in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct
of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and (to the
extent applicable) in good standing would not be reasonably expected to have a Material Adverse Effect and (d) is in compliance
with all Requirements of Law, except to the extent that the failure to comply therewith would not, in the aggregate, be reasonably
expected to have a Material Adverse Effect.


 


5.4           Corporate
Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or other organizational power and authority,
and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to
obtain Extensions of Credit hereunder, and each such Loan Party has taken all necessary corporate or other organizational action
to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower,
to authorize the Extensions of Credit to it, if any, on the terms and conditions of this Agreement and any Notes. No consent or
authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person
is required to be obtained or made by or on behalf of any Loan Party in connection with the execution, delivery, performance, validity
or enforceability of the Loan Documents to which it is a party or, in the case of the Borrower, with the Extensions of Credit to
it, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.4, all
of which have been obtained or made prior to the Closing Date, (b) filings to perfect the Liens created by the Security
Documents and (c) consents, authorizations, notices and filings which the failure to obtain or make would not reasonably
be expected to have a Material Adverse Effect. This Agreement has been duly executed and delivered by the Borrower, and each other
Loan Document to which any Loan Party is a party will be duly executed and delivered on behalf of such Loan Party. This Agreement
constitutes a legal, valid and binding obligation of the Borrower and each other Loan Document to which any Loan Party is a party
when executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against such
Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally
and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).


 




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5.5           No
Legal Bar. The execution, delivery and performance of the Loan Documents by any of the Loan Parties, the Extensions of Credit
hereunder and the use of the proceeds thereof (a) will not violate any Requirement of Law or Contractual Obligation of such
Loan Party in any respect that would reasonably be expected to have a Material Adverse Effect, (b) will not result in, or
require the creation or imposition of any Lien (other than Liens securing the Cash Flow Facilities Obligations or otherwise permitted
hereby) on any of its properties or revenues pursuant to any such Requirement of Law or Contractual Obligation and (c) will
not violate any provision of the Organizational Documents of such Loan Party or any of the Restricted Subsidiaries, except (other
than with respect to the Borrower) as would not reasonably be expected to have a Material Adverse Effect.


 


5.6           No
Material Litigation. No litigation, investigation or proceeding by or before any arbitrator or Governmental Authority is pending
or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Restricted Subsidiaries or against any
of their respective properties or revenues, (a) except as described on Schedule 5.6, which is so pending or threatened
at any time on or prior to the Closing Date and relates to any of the Loan Documents or any of the transactions contemplated hereby
or thereby or (b) which would be reasonably expected to have a Material Adverse Effect.


 


5.7           No
Default. Neither the Borrower nor any of its Restricted Subsidiaries is in default under or with respect to any of its Contractual
Obligations in any respect which would be reasonably expected to have a Material Adverse Effect. Since the Closing Date, no Default
or Event of Default has occurred and is continuing.


 


5.8           Ownership
of Property; Liens. Each of the Borrower and its Restricted Subsidiaries has good title in fee simple to, or a valid leasehold
interest in, all its material real property located in the United States of America, and good title to, or a valid leasehold interest
in, all its other material property located in the United States of America, except those for which the failure to have such good
title or such leasehold interest would not be reasonably expected to have a Material Adverse Effect, and none of such real or other
property is subject to any Lien, except for Liens permitted hereby (including Permitted Liens). Schedule 5.8 sets forth
all Mortgaged Fee Properties as of the Closing Date.


 


5.9           Intellectual
Property. The Borrower and each of its Restricted Subsidiaries owns beneficially, or has the legal right to use, all United
States and foreign patents, patent applications, trademarks, trademark applications, trade names, copyrights, and rights in know-how
and trade secrets necessary for each of them to conduct its business as currently conducted (the “Intellectual Property”)
except for those for which the failure to own or have such legal right to use would not be reasonably expected to have a Material
Adverse Effect. Except as provided on Schedule 5.9, to the knowledge of the Borrower, (1) no claim has been asserted
and is pending by any Person against the Borrower or any of its Restricted Subsidiaries challenging or questioning the use of any
such Intellectual Property or the validity or effectiveness of any such Intellectual Property and (2) the use of such Intellectual
Property by the Borrower and its Restricted Subsidiaries does not infringe on the rights of any Person, except (in each case under
the preceding clauses (1) and (2)) for such claims and infringements which in the aggregate, would not be reasonably expected to
have a Material Adverse Effect.


 




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5.10         Taxes.
To the knowledge of the Borrower, (1) the Borrower and each of its Restricted Subsidiaries has filed or caused to be
filed all material tax returns which are required to be filed by it and has paid (a) all Taxes shown to be due and payable
on such returns and (b) all Taxes shown to be due and payable on any assessments of which it has received notice made against
it or any of its property (including the Mortgaged Fee Properties) and all other Taxes imposed on it or any of its property by
any Governmental Authority; and (2) no tax Liens have been filed (except for Liens for Taxes not yet due and payable), and
no claim is being asserted in writing, with respect to any such Taxes (in each case under the preceding clauses (1) and (2) other
than in respect of any such (i) Taxes with respect to which the failure to pay, in the aggregate, would not have a Material
Adverse Effect or (ii) Taxes the amount or validity of which are currently being contested in good faith by appropriate
proceedings diligently conducted and with respect to which reserves in conformity with GAAP have been provided on the books of
the Borrower or its Restricted Subsidiaries, as the case may be).


 


5.11         Federal
Regulations. No part of the proceeds of any Extensions of Credit will be used for any purpose which violates the provisions
of the Regulations of the Board, including Regulation T, Regulation U or Regulation X of the Board. If requested by any Lender
or the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing
effect in conformity with the requirements of FR Form G-3 or FR Form U-1, referred to in said Regulation U.


 


5.12         ERISA.
(a) During the five year period prior to each date as of which this representation is made, or deemed made, with respect to any
Plan, none of the following events or conditions, either individually or in the aggregate, has resulted or is reasonably likely
to result in a Material Adverse Effect: (i) a Reportable Event, (ii) a failure to satisfy the minimum funding standard
(within the meaning of Section 412 of the Code or Section 302 of ERISA), (iii) any noncompliance with the applicable provisions
of ERISA or the Code, (iv) a termination of a Single Employer Plan (other than a standard termination pursuant to Section
4041(b) of ERISA), (v) a Lien on the property of the Borrower or its Restricted Subsidiaries in favor of the PBGC or a Plan,
(vi) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any Commonly Controlled Entity, (vii)
the Insolvency of any Multiemployer Plan or (viii) any transactions that resulted or could reasonably be expected to result
in any liability to the Borrower or any Commonly Controlled Entity under Section 4069 of ERISA or Section 4212(c) of ERISA.


 


(b)          With
respect to any Foreign Plan, none of the following events or conditions exists and is continuing that, either individually or in
the aggregate, would reasonably be expected to have a Material Adverse Effect: (i) substantial non-compliance with its terms
and with the requirements of any and all applicable laws, statutes, rules, regulations and orders, (ii) failure to be maintained,
where required, in good standing with applicable regulatory authorities, (iii) any obligation of the Borrower or its Restricted
Subsidiaries in connection with the termination or partial termination of, or withdrawal from, any Foreign Plan, (iv) any
Lien on the property of the Borrower or its Restricted Subsidiaries in favor of a Governmental Authority as a result of any action
or inaction regarding a Foreign Plan, (v) for each Foreign Plan which is a funded or insured plan, failure to be funded
or insured on an ongoing basis to the extent required by applicable non-U.S. law (using actuarial methods and assumptions which
are consistent with the valuations last filed with the applicable Governmental Authorities, if applicable), (vi) any facts
that, to the best knowledge of the Borrower or any of its Restricted Subsidiaries, exist that would reasonably be expected to give
rise to a dispute and any pending or threatened disputes that, to the best knowledge of the Borrower or any of its Restricted Subsidiaries,
would reasonably be expected to result in a material liability to the Borrower or any of its Restricted Subsidiaries concerning
the assets of any Foreign Plan (other than individual claims for the payment of benefits) and (vii) failure to make all
contributions in a timely manner to the extent required by applicable non-U.S. law.


 




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5.13         Collateral.
Upon execution and delivery thereof by the parties thereto, the Guarantee and Collateral Agreement and the Mortgages (if any) will
be effective to create (to the extent described therein) in favor of the Collateral Agent for the benefit of the Secured Parties,
a valid and enforceable security interest in or liens on the Collateral described therein, except as to enforcement, as may be
limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding
in equity or at law) and an implied covenant of good faith and fair dealing. When (a) all Filings (as defined in the Guarantee
and Collateral Agreement) have been completed, (b) all applicable Instruments, Chattel Paper and Documents (each as described
in the Guarantee and Collateral Agreement) constituting Collateral a security interest in which is perfected by possession have
been delivered to, and/or are in the continued possession of, the Collateral Agent, the applicable Collateral Representative or
any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with the applicable
ABL/Cash Flow Intercreditor Agreement, Junior Lien Intercreditor Agreement or Other Intercreditor Agreement, (c) all
Deposit Accounts and Pledged Stock (each as defined in the Guarantee and Collateral Agreement) a security interest in which is
required by the Security Documents to be perfected by “control” (as described in the Uniform Commercial Code as in
effect in each applicable jurisdiction (in the case of Deposit Accounts) and the State of New York (in the case of Pledged Stock)
from time to time) are under the “control” of the Collateral Agent, the Administrative Agent, the applicable Collateral
Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance
with the applicable ABL/Cash Flow Intercreditor Agreement, Junior Lien Intercreditor Agreement or Other Intercreditor Agreement
and (d) the Mortgages (if any) have been duly recorded in the proper recorders’ offices or appropriate public records
and the mortgage recording fees and taxes in respect thereof, if any, are paid and the formal requirements of state or local law
applicable to the recording of real property mortgages generally have been complied with, the security interests and liens granted
pursuant to the Guarantee and Collateral Agreement and the Mortgages (if any) shall constitute (to the extent described therein
and with respect to the Mortgages (if any), only as relates to the real property security interests and liens granted pursuant
thereto) a perfected security interest in (to the extent intended to be created thereby and required to be perfected under the
Loan Documents), all right, title and interest of each pledgor or mortgagor (as applicable) party thereto in the Collateral described
therein (excluding Commercial Tort Claims, as defined in the Guarantee and Collateral Agreement, other than such Commercial Tort
Claims set forth on Schedule 6 thereto (if any)) with respect to such pledgor or mortgagor (as applicable). Notwithstanding any
other provision of this Agreement, capitalized terms that are used in this Subsection 5.13 and not defined in this Agreement
are so used as defined in the applicable Security Document.


 




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5.14         Investment
Company Act; Other Regulations. The Borrower is not required to be registered as an “investment company”, or a
company “controlled” by an entity required to be registered as an “investment company”, within the meaning
of the Investment Company Act. The Borrower is not subject to regulation under any federal or state statute or regulation (other
than Regulation X of the Board) which limits its ability to incur Indebtedness as contemplated hereby.


 


5.15         Subsidiaries.
Schedule 5.15 sets forth all the Subsidiaries of the Borrower at the Closing Date (after giving effect to the Transactions),
the jurisdiction of their organization and the direct or indirect ownership interest of the Borrower therein.


 


5.16         Purpose
of Loans. The proceeds of Term Loans shall be used by the Borrower (i) in the case of the Initial Term Loans, to effect,
in part, the Transactions, and to pay certain fees, premiums and expenses relating thereto and (ii) in the case of all other
Term Loans, to finance the working capital, capital expenditures, business requirements of the Borrower and its Subsidiaries and
for other purposes not prohibited by this Agreement. The proceeds of the Revolving Loans may be used by the Borrower on or after
the Closing Date to pay amounts owing to effect the Transactions, to replace, backstop or cash collateralize letters of credit
issued prior to, and outstanding on, the Closing Date under any facilities no longer available to the Ply Gem Business or the Atrium
Business, to finance the working capital and business requirements of, and for Capital Expenditures and for other purposes of,
the Borrower and its Subsidiaries not prohibited by this Agreement; provided that no more than $25,000,000 of (at the Borrower’s
option) Initial Revolving Loans and/or ABL Facility Loans (exclusive of Letter of Credit or Letter of Credit (as defined in the
Senior ABL Agreement) usage) may be used on the Closing Date, plus such additional amount of Initial Revolving Loans and/or ABL
Facility Loans, which may be drawn on the Closing Date (i) to fund “flex” OID under the Facilities, (ii) for
ordinary course working capital purposes (including to refinance any indebtedness incurred for working capital purposes) and (iii) to
fund any purchase price adjustments in accordance with the terms of the Pisces Acquisition Agreement or the Atlas Acquisition Agreement.


 


5.17         Environmental
Matters. Except as disclosed on Schedule 5.17 or as would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect:


 


(a)          The
Borrower and its Restricted Subsidiaries: (i) are, and within the period of all applicable statutes of limitation have been,
in compliance with all applicable Environmental Laws; (ii) hold all Environmental Permits (each of which is in full force
and effect) required for any of their current operations or for any property owned, leased, or otherwise operated by any of them;
and (iii) are, and within the period of all applicable statutes of limitation have been, in compliance with all of their
Environmental Permits.


 


(b)          Materials
of Environmental Concern have not been transported, disposed of, emitted, discharged, or otherwise released, to, at or from any
real property presently or, to the knowledge of the Borrower or any of its Restricted Subsidiaries, formerly owned, leased or operated
by the Borrower or any of its Restricted Subsidiaries or at any other location, which would reasonably be expected to (i)
give rise to liability or other Environmental Costs of the Borrower or any of its Restricted Subsidiaries under any applicable
Environmental Law, or (ii) interfere with the planned or continued operations of the Borrower and its Restricted Subsidiaries
or (iii) impair the fair saleable value of any Mortgaged Fee Properties.


 




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(c)          There
is no judicial, administrative, or arbitral proceeding (including any notice of violation or alleged violation) under any Environmental
Law to which the Borrower or any of its Restricted Subsidiaries is, or to the knowledge of the Borrower or any of its Restricted
Subsidiaries is reasonably likely to be, named as a party that is pending or, to the knowledge of the Borrower or any of its Restricted
Subsidiaries, threatened.


 


(d)          Neither
the Borrower nor any of its Restricted Subsidiaries has received any written request for information, or been notified that it
is a potentially responsible party, under the federal Comprehensive Environmental Response, Compensation, and Liability Act or
any similar Environmental Law, or received any other written request for information from any Governmental Authority with respect
to any Materials of Environmental Concern.


 


(e)          Neither
the Borrower nor any of its Restricted Subsidiaries has entered into or agreed to any consent decree, order, or settlement or other
agreement, nor is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other
forum, relating to compliance with or liability under any Environmental Law.


 


5.18         No
Material Misstatements. The written information (including the Confidential Information Memorandum), reports, financial statements,
exhibits and schedules furnished by or on behalf of the Borrower to the Administrative Agent, the Other Representatives and the
Lenders on or prior to the Closing Date in connection with the negotiation of any Loan Document or included therein or delivered
pursuant thereto, taken as a whole, did not contain as of the Closing Date any material misstatement of fact and did not omit to
state as of the Closing Date any material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not materially misleading in their presentation of the Borrower and its Restricted Subsidiaries taken as
a whole. It is understood that (a) no representation or warranty is made concerning the forecasts, estimates, pro forma
information, projections and statements as to anticipated future performance or conditions, and the assumptions on which they were
based or concerning any information of a general economic nature or general information about the Borrower’s and its Subsidiaries’
industry, contained in any such information, reports, financial statements, exhibits or schedules, except that, in the case of
such forecasts, estimates, pro forma information, projections and statements, as of the date such forecasts, estimates, pro forma
information, projections and statements were generated, (i) such forecasts, estimates, pro forma information, projections
and statements were based on the good faith assumptions of the management of the Borrower and (ii) such assumptions were
believed by such management to be reasonable and (b) such forecasts, estimates, pro forma information, projections and statements,
and the assumptions on which they were based, may or may not prove to be correct.


 




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5.19         Labor
Matters. There are no strikes pending or, to the knowledge of the Borrower, reasonably expected to be commenced against the
Borrower or any of its Restricted Subsidiaries which, individually or in the aggregate, would reasonably be expected to have a
Material Adverse Effect. The hours worked and payments made to employees of the Borrower and each of its Restricted Subsidiaries
have not been in violation of any applicable laws, rules or regulations, except where such violations would not reasonably be expected
to have a Material Adverse Effect.


 


5.20         Insurance.
Schedule 5.20 sets forth a complete and correct listing, as of the date that is two Business Days prior to the Closing Date,
of all insurance that is (a) maintained by the Loan Parties (other than Holdings) and (b) material to the business
and operations of the Borrower and its Restricted Subsidiaries taken as a whole, with the amounts insured (and any deductibles)
set forth therein.


 


5.21         Anti-Terrorism.
To the extent applicable, except as would not reasonably be expected to have a Material Adverse Effect, Holdings, the Borrower
and each Restricted Subsidiary is in compliance with (a) the PATRIOT Act, (b) the Trading with the Enemy Act, as
amended and (c) any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department
(“OFAC”), U.S. Department of State, United Nations Security Council, European Union or Her Majesty’s Treasury
(collectively, “Sanctions”) and any other enabling legislation or executive order relating thereto. Neither
any Loan Party nor, except as would not reasonably be expected to have a Material Adverse Effect, (i) any Restricted Subsidiary
that is not a Loan Party or (ii) to the knowledge of the Borrower, any director, officer or employee of Holdings, the Borrower
or any Restricted Subsidiary, is the target of any Sanctions. None of Holdings, the Borrower or any Restricted Subsidiary will
knowingly use the proceeds of the Loans or Letters of Credit for the purpose of funding or financing any activities or business
of or with any Person, or in any country or territory, that at the time of such funding or financing is restricted under Sanctions.


 


SECTION 6


 


Conditions Precedent


 


6.1           Conditions
to Initial Extension of Credit. This Agreement, including the agreement of each Lender to make the initial Extension of Credit
requested to be made by it, shall become effective on the date on which the following conditions precedent shall have been satisfied
or waived:


 


(a)          Loan
Documents. The Administrative Agent shall have received (or, in the case of certain Loan Parties, shall receive substantially
concurrently with the satisfaction of the other conditions precedent set forth in this Subsection 6.1) the following Loan
Documents, executed and delivered as required below:


 


(i)          this
Agreement, executed and delivered by the Borrower;


 


(ii)         ABL/Cash
Flow Intercreditor Agreement, acknowledged by each Loan Party required to be a signatory thereto; and


 




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(iii)        the
Guarantee and Collateral Agreement, executed and delivered by each Loan Party required to be a signatory thereto;


 


provided that, clause
(iii) above notwithstanding, but without limiting the requirements set forth in Subsections 6.1(g) and (h), to the
extent that a valid security interest in the Collateral covered by the Guarantee and Collateral Agreement (to the extent and with
priority contemplated thereby) is not provided on the Closing Date and to the extent Holdings and the Borrower and its Subsidiaries
have used commercially reasonable efforts to provide such Collateral, the provisions of clause (iii) above shall be deemed to have
been satisfied and the Loan Parties shall be required to provide such Collateral in accordance with the provisions set forth in
Subsections 7.13 and 7.14 if, and only if, each Loan Party shall have executed and delivered the Guarantee and Collateral
Agreement to the Administrative Agent and the Administrative Agent shall have a perfected security interest in all Collateral of
the type for which perfection may be accomplished by filing a UCC financing statement and shall have possession of all certificated
Capital Stock of the Borrower and of its Domestic Subsidiaries (to the extent constituting Collateral) together with undated stock
powers executed in blank (provided that certificated Capital Stock of Ply Gem Holdings and its Subsidiaries will only be
required to be delivered on the Closing Date to the extent received from Ply Gem Holdings, so long as the Borrower has used commercially
reasonable efforts to obtain them on the Closing Date).


 




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(b)          Pisces
Acquisition Agreement and Atlas Acquisition Agreement. (i) The Pisces Merger shall have been or, substantially concurrently
with the initial funding pursuant to the Debt Financing, shall be, consummated in all material respects in accordance with the
terms of the Pisces Acquisition Agreement, without giving effect to any modifications, amendments, express waivers or express consents
thereunder by the Borrower that are materially adverse to the Lenders without the consent of the Lead Arrangers (such consent not
to be unreasonably withheld, conditioned or delayed and provided that the Lead Arrangers shall be deemed to have consented to such
modification, amendment, waiver or consent unless they shall object thereto within three Business Days after receipt of written
notice of such modification, amendment, waiver or consent) (it being understood and agreed that (A) any change in the purchase
price shall not be deemed to be materially adverse to the Lenders but (x) any resulting reduction in cash uses shall be
allocated (I) first, to a reduction in the Equity Contribution to 21% of the pro forma capitalization of the Borrower after
giving effect to the Transactions (as calculated in accordance with the definition of the term “Equity Contribution”)
and (II) second, (1) 79% to a ratable reduction of the Initial Term Loan Facility and the aggregate principal
amount of the Senior Notes (which reduction in the Senior Notes, together with any reduction in the Senior Notes pursuant to Subsection
6.1(b)(ii)(A)(x)(II)(1), shall not result in an aggregate principal amount of the Senior Notes of less than $250,000,000 unless
reduced to $0 (followed by a reduction of only the Initial Term Loan Facility)) and (2) 21% to a reduction in the Equity
Contribution and (y) any increase in purchase price (excluding, for the avoidance of doubt, any purchase price adjustments
in accordance with the terms of the Pisces Acquisition Agreement) shall be funded (at the Borrower’s option) with the proceeds
of an equity contribution, Initial Revolving Loans and/or ABL Facility Loans and (B) any modification, amendment, express
waiver or express consent to the definition of “Company Material Adverse Effect” in the Pisces Acquisition Agreement
shall be deemed to be materially adverse to the Lenders; provided that the Lead Arrangers shall be deemed to have consented
to such modification, amendment, express waiver or express consent unless they shall object thereto within three Business Days
after receipt of written notice of such modification, amendment, express consent or express waiver and (ii) the transactions
which upon the consummation thereof will result in the Atlas Acquisition shall have been or, substantially concurrently with the
initial funding pursuant to the Debt Financing, shall be, consummated in all material respects in accordance with the terms of
the Atlas Acquisition Agreement, without giving effect to any modifications, amendments, express waivers or express consents thereunder
by the Borrower that are materially adverse to the Lenders without the consent of the Lead Arrangers (such consent not to be unreasonably
withheld, conditioned or delayed and provided that the Lead Arrangers shall be deemed to have consented to such modification, amendment,
waiver or consent unless they shall object thereto within three Business Days after receipt of written notice of such modification,
amendment, waiver or consent) (it being understood and agreed that (A) any change in the purchase price shall not be deemed
to be materially adverse to the Lenders but (x) any resulting reduction in cash uses shall be allocated (I) first,
to a reduction in the Equity Contribution to 21% of the pro forma capitalization of the Borrower after giving effect to the Transactions
(as calculated in accordance with the definition of the term “Equity Contribution”) and (II) second, (1) 79%
to a ratable reduction of the Initial Term Loan Facility and the aggregate principal amount of the Senior Notes (which reduction
in the Senior Notes, together with any reduction in the Senior Notes pursuant to Subsection 6.1(b)(i)(A)(x)(II)(1), shall
not result in an aggregate principal amount of the Senior Notes of less than $250,000,000 unless reduced to $0 (followed by a reduction
of only the Initial Term Loan Facility)) and (2) 21% to a reduction in the Equity Contribution and (y) any increase
in purchase price (excluding, for the avoidance of doubt, any purchase price adjustments in accordance with the terms of the Atlas
Acquisition Agreement) shall be funded (at the Borrower’s option) with the proceeds of an equity contribution, Initial Revolving
Loans and/or ABL Facility Loans and (B) any modification, amendment, express waiver or express consent to the definition
of “Material Adverse Effect” in the Atlas Acquisition Agreement shall be deemed to be materially adverse to the Lenders;
provided that the Lead Arrangers shall be deemed to have consented to such modification, amendment, express waiver or express
consent unless they shall object thereto within three Business Days after receipt of written notice of such modification, amendment,
express consent or express waiver.


 


(c)          Equity
Contribution. The Equity Contribution shall have been, or substantially concurrently with the initial funding pursuant to the
Debt Financing shall be, consummated, which to the extent including equity interests other than common equity interests of Holdings
or the Borrower shall be on terms and conditions and pursuant to documentation reasonably satisfactory to the Lead Arrangers to
the extent material to the interests of the Lenders.


 




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(d)          Financial
Information. The Committed Lenders shall have received (I) (i) the audited consolidated balance sheets
of Ply Gem Holdings as of December 31, 2017 and December 31, 2016 and related consolidated statements of operations, stockholder’s
equity and cash flows of Ply Gem Holdings for the fiscal years ended December 31, 2017, December 31, 2016 and December 31, 2015
and (ii) (x) the audited consolidated balance sheets of Atrium Corporation as of December 31, 2017 and December 31,
2016 and the related consolidated statements of operations, stockholder’s deficit and cash flows of Atrium Corporation for
the fiscal years ended December 31, 2017 and December 31, 2016 and (y) the audited consolidated balance sheets of Atrium
Corporation as of December 31, 2016 and December 31, 2015 and the related consolidated statements of operations, stockholder’s
deficit and cash flows of Atrium Corporation for the fiscal years ended December 31, 2016 and December 31, 2015 and (II) the
unaudited pro forma consolidated balance sheet and a related unaudited pro forma consolidated statement of operations of the Borrower
as of and for the 12-month period ending on December 31, 2017, adjusted to give effect (as if such events had occurred on such
date for purposes of the balance sheet and at the beginning of such period, for purposes of the statement of operations) to the
consummation of the Transactions, and the Extensions of Credit hereunder on the Closing Date, which need not be prepared in compliance
with Regulation S-X under the Securities Act or include adjustments for purchase accounting, in each case to the extent customary
for senior secured bank financing transactions of this type.


 


(e)          Legal
Opinions. The Administrative Agent shall have received the following executed legal opinions, each in form and substance reasonably
satisfactory to the Administrative Agent:


 


(i)          executed
legal opinion of Debevoise & Plimpton LLP, counsel to the Borrower and the other Loan Parties;


 


(ii)         executed
legal opinions of Morris, Nichols, Arsht & Tunnell LLP, special Delaware counsel to certain of the Loan Parties;


 


(iii)        executed
legal opinions of Lathrop Gage LLP, special California and Missouri counsel to certain of the Loan Parties;


 


(iv)        executed
legal opinion of Marshall & Melhorn, LLC, special Ohio counsel to certain of the Loan Parties;


 


(v)         executed
legal opinion of Adams and Reese LLP, special Texas counsel to certain of the Loan Parties; and


 


(vi)        executed
legal opinion of Dinsmore & Shohl LLP, special West Virginia counsel to certain of the Loan Parties.


 


(f)          Officer’s
Certificate. The Administrative Agent shall have received a certificate from the Borrower, dated the Closing Date, substantially
in the form of Exhibit G hereto.


 




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(g)          Perfected
Liens. The Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral
Agreement (to the extent and with the priority contemplated therein and in the ABL/Cash Flow Intercreditor Agreement); and all
documents, instruments, filings and recordations reasonably necessary in connection with the perfection and, in the case of the
filings with the United States Patent and Trademark Office and the United States Copyright Office, protection of such security
interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial
funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative
Agent or, in the case of UCC filings, written authorization to make such UCC filings shall have been delivered to the Collateral
Agent, and none of such Collateral shall be subject to any other pledges, security interests or mortgages except for Permitted
Liens or pledges, security interests or mortgages to be released on the Closing Date; provided that with respect to any
such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of
certificated Capital Stock of the Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided
that certificated Capital Stock of Ply Gem Holdings and its Subsidiaries will only be required to be delivered on the Closing Date
to the extent received from Ply Gem Holdings, so long as the Borrower has used commercially reasonable efforts to obtain them on
the Closing Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on
or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents
and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder
if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be
taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsections 7.13
and 7.14 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative
Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative
Agent in its sole discretion) (and, in the case of real property and the Mortgages, no later than the 181st day after
the Closing Date, unless otherwise agreed by the Administrative Agent in its sole discretion).


 


(h)          Pledged
Stock; Stock Powers. The Collateral Agent shall have received the certificates, if any, representing the Pledged Stock under
(and as defined in) the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed
in blank by a duly authorized officer of the pledgor thereof; provided that such Pledged Stock and related stock powers
of Ply Gem Holdings and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from
Ply Gem Holdings, so long as the Borrower has used commercially reasonable efforts to obtain them on the Closing Date; provided,
further, that with respect to any such Pledged Stock other than Capital Stock of the Borrower and its Domestic Subsidiaries
(to the extent constituting Collateral), if delivery of such Pledged Stock and related stock powers to the Collateral Agent may
not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do
so, then delivery of such Pledged Stock and related stock powers shall not constitute a condition precedent to the initial borrowings
hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such Pledged Stock and related stock powers in
accordance with Subsections 7.13 and 7.14 and otherwise pursuant to arrangements to be mutually agreed by the
applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing
Date (unless otherwise agreed by the Administrative Agent in its sole discretion).


 




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(i)          Lien
Searches. The Collateral Agent shall have received customary lien searches in the United States reasonably requested by it
at least 30 calendar days prior to the Closing Date; provided that if delivery of such lien searches to the Collateral Agent
may not be accomplished on or before the Closing Date after the Borrower’s commercially reasonable efforts to do so, then
delivery of such lien searches shall not constitute a condition precedent to the initial borrowings hereunder if the Borrower agrees
to deliver or cause to be delivered such lien searches in accordance with Subsection 7.13 and otherwise pursuant to
arrangements to be mutually agreed by the Borrower and the Administrative Agent acting reasonably, but in no event later than the
91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion).


 


(j)          Fees.
The Committed Lenders, the Lead Arrangers, the Agents and the Lenders, respectively, shall have received all fees related to the
Transactions payable to them to the extent due (which may be offset against the proceeds of the Facilities).


 


(k)          Secretary’s
Certificate. The Administrative Agent shall have received a certificate from the Borrower and, substantially concurrently with
the satisfaction of the other conditions precedent set forth in this Subsection 6.1, each other Loan Party, dated the Closing
Date, substantially in the form of Exhibit F hereto, with appropriate insertions and attachments of resolutions or other
actions, evidence of incumbency and the signature of authorized signatories and Organizational Documents, executed by a Responsible
Officer and the Secretary or any Assistant Secretary or other authorized representative of such Loan Party.


 


(l)          No
Closing Date Material Adverse Effect. (i) Since January 31, 2018, there has not occurred any Closing Date Material Adverse
Effect and (ii) since January 31, 2018, there has not been any “Material Adverse Effect” (as defined in
the Atlas Acquisition Agreement).


 


(m)          Solvency.
The Administrative Agent shall have received a certificate of the chief financial officer or treasurer (or other comparable officer)
of the Ply Gem Business certifying the Solvency, after giving effect to the Transactions and after giving effect to the effectiveness
of the Atlas Merger, the Atlas Contribution and the repayment of certain existing Indebtedness of the Atrium Business on the Business
Day immediately following the Closing Date, of the Borrower and its Subsidiaries on a consolidated basis in substantially the form
of Exhibit H hereto.


 


(n)          Patriot
Act. The Administrative Agent and the Committed Lenders shall have received at least three Business Days prior to the Closing
Date all documentation and other information about the Loan Parties mutually agreed to be required by U.S. regulatory authorities
under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, that
has been reasonably requested in writing at least ten Business Days prior to the Closing Date.


 




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(o)          Pisces
Acquisition Agreement and Atlas Acquisition Agreement Conditions; Specified Representations. (i) (x) The condition
in Section 6.3(a) of the Pisces Acquisition Agreement (but only with respect to the representations that are material to the interests
of the Lenders, and only to the extent that Borrower (or any of its Affiliates party to the Pisces Acquisition Agreement) has the
right to terminate its obligations under the Pisces Acquisition Agreement (or otherwise decline to consummate the Pisces Merger)
without liability to the Borrower or any of its Affiliates as a result of a breach of such representations in the Pisces Acquisition
Agreement) shall have been satisfied and (y) the condition in Section 2.6(b)(ii) of the Atlas Acquisition Agreement (but
only with respect to the representations that are material to the interests of the Lenders, and only to the extent that Borrower
(or any of its Affiliates party to the Atlas Acquisition Agreement) has the right to terminate its obligations under the Atlas
Acquisition Agreement (or otherwise decline to consummate the Atlas Acquisition) without liability to the Borrower or any of its
Affiliates as a result of a breach of such representations in the Atlas Acquisition Agreement) shall have been satisfied and (ii)
the Specified Representations shall, except to the extent they relate to a particular date, be true and correct in all material
respects on and as of such date as if made on and as of such date.


 


(p)          Borrowing
Notice. With respect to the initial Extensions of Credit, the Administrative Agent shall have received a notice of such Borrowing
as required by Subsection 2.3 (and, Subsection 2.4, with respect to Initial Revolving Loans (if any)).


 


(q)          Outstanding
Indebtedness. Substantially concurrently with the initial funding pursuant to the Debt Financing, all commitments and amounts
outstanding (other than contingent obligations) under (i) the Credit Agreement, dated as of January 30, 2014, among Ply
Gem Holdings, Ply Gem Industries, the lenders from time to time party thereto and Credit Suisse AG, as administrative agent and
collateral agent, as the same may be amended, restated, amended and restated, refinanced, supplemented or otherwise modified from
time to time, (ii) the Second Amended and Restated Credit Agreement, dated as of November 5, 2015, among Ply Gem Holdings,
Ply Gem Industries, Gienow Canada Inc., Mitten Inc., the subsidiary borrowers from time to time party thereto, the lenders from
time to time party thereto, UBS AG, Stamford Branch, as U.S. Administrative Agent, as U.S. Collateral Agent, as U.S. Swing Line
Lender and a U.S. L/C Issuer, Wells Fargo Capital Finance, LLC, as Co-Collateral Agent, Wells Fargo Bank, National Association,
as a U.S. L/C Issuer, UBS AG Canada Branch, as Canadian Administrative Agent, as Canadian Collateral Agent, as Canadian Swing Line
Lender and as a Canadian L/C Issuer, Credit Suisse AG Cayman Islands Branch, as a U.S. L/C Issuer, Credit Suisse AG, Toronto Branch,
as a Canadian L/C Issuer, UBS Securities LLC, as Joint Lead Arranger and Joint Bookrunner, and Wells Fargo Capital Finance, LLC,
as Syndication Agent, Joint Lead Arranger and Joint Bookrunner, as the same may be amended, restated, amended and restated, refinanced,
supplemented or otherwise modified from time to time, and (iii) the Indenture, dated as of January 30, 2014, among Ply Gem
Industries, the guarantors from time to time party thereto and Wells Fargo Bank, National Association, as trustee, as amended by
the First Supplemental Indenture, dated as of October 3, 2014, and as the same may be further amended, supplemented or otherwise
modified from time to time, shall in each case have been repaid, redeemed, defeased, terminated or otherwise discharged (or irrevocable
notice for the repayment, redemption, defeasance, termination or discharge thereof has been given).


 




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The making of the initial
Extensions of Credit by the Lenders hereunder shall conclusively be deemed to constitute an acknowledgement by the Administrative
Agent and each Lender that each of the conditions precedent set forth in this Subsection 6.1 shall have been satisfied in
accordance with its respective terms or shall have been irrevocably waived by such Person.


 


6.2           Conditions
to Each Extension of Credit After the Closing Date. The agreement of each Lender to make any Extension of Credit requested
to be made by it on any date after the Closing Date (including each Swing Line Loan made after the Closing Date) is subject to
the satisfaction or waiver of the following conditions precedent:


 


(a)          Notice.
With respect to any Loan, the Administrative Agent shall have received a duly executed notice of borrowing, and, with respect to
the issuance of any Letter of Credit, the applicable Issuing Bank shall have received a duly executed Letter of Credit Request.


 


(b)          Representations
and Warranties. Each of the representations and warranties made by any Loan Party pursuant to this Agreement or any other Loan
Document (or in any amendment, modification or supplement hereto or thereto) to which it is a party, and each of the representations
and warranties contained in any certificate furnished at any time by or on behalf of any Loan Party pursuant to this Agreement
or any other Loan Document shall, except to the extent that they relate to a particular date, be true and correct in all material
respects on and as of such date as if made on and as of such date.


 


(c)          No
Default. No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the Extensions
of Credit requested to be made on such date.


 


Each Extension of Credit by or on behalf
of the Borrower hereunder shall constitute a representation and warranty by the Borrower as of the date of such borrowing that
the conditions contained in this Subsection 6.2 have been satisfied (excluding, for the avoidance of doubt, the initial
Extensions of Credit hereunder).


 


SECTION 7


 


Affirmative Covenants


 


The Borrower hereby agrees
that, from and after the Closing Date and so long as the Revolving Commitments remain in effect, and thereafter until payment in
full of the Loans, all Reimbursement Obligations and all other Cash Flow Facilities Obligations then due and owing to any Lender
or any Agent hereunder and termination or expiration of all Letters of Credit (unless cash collateralized or otherwise provided
for in a manner reasonably satisfactory to the applicable Issuing Bank), the Borrower shall and shall (except in the case of delivery
of financial information, reports and notices) cause each of its Restricted Subsidiaries to:


 




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7.1           Financial
Statements. Furnish to the Administrative Agent for delivery to each Lender (and the Administrative Agent agrees to make and
so deliver such copies):


 


(a)          as
soon as available, but in any event not later than the fifth Business Day after (i) the 135th day following the end of the
fiscal year of the Borrower ending December 31, 2018 and (ii) the 120th day following the end of each fiscal year of the
Borrower (or, in each case, such longer period as would be permitted by the SEC if the Borrower were then subject to SEC reporting
requirements as a non-accelerated filer) ending thereafter, a copy of the consolidated balance sheet of the Borrower as at the
end of such year and the related consolidated statements of operations, equity and cash flows for such year, setting forth, commencing
with the financial statements for the fiscal year ending December 31, 2019, in each case, in comparative form the figures for and
as of the end of the previous year, reported on without a “going concern” or like qualification or exception, or qualification
arising out of the scope of the audit (provided that such report may contain a “going concern” or like qualification
or exception, or qualification arising out of the scope of the audit, if such qualification or exception is related solely to (i)
an upcoming Maturity Date hereunder or an upcoming “maturity date” under the Senior ABL Facility, Senior Notes or any
other Indebtedness Incurred in compliance with this Agreement, (ii) any potential inability to satisfy any financial maintenance
covenant included in this Agreement, the Senior ABL Agreement or any other Indebtedness of the Borrower or its Subsidiaries on
a future date in a future period or (iii) the activities, operations, financial results, assets or liabilities of any Unrestricted
Subsidiary), by KPMG LLP or other independent certified public accountants of nationally recognized standing (it being agreed that
the furnishing of (x) the Borrower’s or any Parent Entity’s annual report on Form 10-K for such year, as filed
with the SEC, or (y) the financial statements of any Parent Entity, will, in each case, satisfy the Borrower’s obligation
under this Subsection 7.1(a) with respect to such year, including with respect to the requirement that such financial statements
be reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope
of the audit, so long as the report included in such Form 10-K or accompanying such financial statements, as applicable, does not
contain any “going concern” or like qualification or exception (other than a “going concern” or like qualification
or exception with respect to (i) an upcoming Maturity Date hereunder or an upcoming “maturity date” under the
Senior ABL Facility, the Senior Notes or any other Indebtedness Incurred in compliance with this Agreement, (ii) any potential
inability to satisfy any financial maintenance covenant included in this Agreement, the Senior ABL Agreement or any other Indebtedness
of the Borrower or its Subsidiaries on a future date in a future period or (iii) the activities, operations, financial results,
assets or liabilities of any Unrestricted Subsidiary)), together with a management’s discussion and analysis of financial
information (which need not be prepared in accordance with Item 303 of Regulation S-K of the Securities Act, and which may be in
a form substantially similar to the management’s discussion and analysis of consolidated financial information with respect
to Ply Gem Holdings included in the offering memorandum for the Senior Notes);


 




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(b)          as
soon as available, but in any event not later than the fifth Business Day following (I) the 105th day following
the end of the quarterly period ending March 31, 2018, (x) the unaudited consolidated balance sheet and related statements
of operations and cash flows of Atrium Corporation and its consolidated subsidiaries for such quarterly period and (y) the
unaudited consolidated balance sheet and related statements of operations and cash flows of Ply Gem Holdings and its consolidated
subsidiaries for such quarterly period and (II) (i) the 90th day following the end of each of the quarterly
periods ending June 30, 2018 and September 29, 2018 and (ii) the 60th day following the end of each of the first
three quarterly periods of each fiscal year of the Borrower (or such longer period as would be permitted by the SEC if the Borrower
were then subject to SEC reporting requirements as a non-accelerated filer) commencing, in the case of clause (ii), with the Fiscal
Quarter ending March 30, 2019, the unaudited consolidated balance sheet of the Borrower as at the end of such quarter and the related
unaudited consolidated statements of operations and cash flows of the Borrower for such quarter and the portion of the fiscal year
through the end of such quarter, setting forth commencing with the financial statements for the Fiscal Quarter ending September
28, 2019, in comparative form the figures for and as of the corresponding periods of the previous year, in each case certified
by a Responsible Officer of the Borrower as being fairly stated in all material respects (subject to normal year-end audit and
other adjustments) (it being agreed that the furnishing of (x) the Borrower’s or any Parent Entity’s quarterly
report on Form 10-Q for such quarter, as filed with the SEC, or (y) the financial statements of any Parent Entity will,
in each case, satisfy the Borrower’s obligations under this Subsection 7.1(b) with respect to such quarter), together
with a management’s discussion and analysis of financial information (which need not be prepared in accordance with Item
303 of Regulation S-K of the Securities Act, and which may be in a form substantially consistent with the management’s discussion
and analysis of consolidated financial information with respect to Ply Gem Holdings included in the offering memorandum for the
Senior Notes);


 


(c)          to
the extent applicable, concurrently with any delivery of consolidated financial statements referred to in Subsections 7.1(a)
and (b) above, related unaudited condensed consolidating financial statements and appropriate reconciliations reflecting
the material adjustments necessary (as determined by the Borrower in good faith, which determination shall be conclusive) to eliminate
the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; and


 


(d)          commencing
with the financial statements for the Fiscal Quarter ending June 30, 2018, all such financial statements delivered pursuant to
Subsection 7.1(a) or (b) to (and, in the case of any financial statements delivered pursuant to Subsection 7.1(b),
shall be certified by a Responsible Officer of the Borrower to) fairly present in all material respects the financial condition
of the Borrower and, if applicable the applicable Parent Entity and, its Subsidiaries in conformity with GAAP and to be (and, in
the case of any financial statements delivered pursuant to Subsection 7.1(b) shall be certified by a Responsible Officer
of the Borrower as being) in reasonable detail and prepared in accordance with GAAP applied consistently throughout the periods
reflected therein and with prior periods that began on or after the Closing Date (except as disclosed therein, and except, in the
case of any financial statements delivered pursuant to Subsection 7.1(b), for the absence of certain notes).


 




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Notwithstanding anything
in clauses (a) or (b) of this Subsection 7.1 to the contrary, except as expressly required with respect to Unrestricted
Subsidiaries in clause (c) above, in no event shall any annual or quarterly financial statements delivered pursuant to clauses
(a) or (b) of this Subsection 7.1 be required to (x) include any segment reporting, reporting with respect to non-consolidated
subsidiaries, separate consolidating financial information with respect to the Borrower, any Subsidiary Guarantor or any other
Affiliate of the Borrower, or any segment reporting, reporting with respect to non-consolidated
subsidiaries, separate financial statements or information for the Borrower, any Subsidiary Guarantor or any Affiliate of
the Borrower, (y) comply with Section 302, Section 404 and Section 906 of the Sarbanes Oxley Act of 2002, as amended, or
related items 307, 308 and 308T of Regulation S-K under the Securities Act or (z) comply with Rule 3-03(e), Rule 3-05, Rule
3-09, Rule 3-10 and Rule 3-16 of Regulation S-X under the Securities Act.


 


7.2           Certificates;
Other Information. Furnish to the Administrative Agent for delivery to each Lender (and the Administrative Agent agrees to
make and so deliver such copies):


 


(a)          commencing
with the financial statements for the Fiscal Quarter ending June 30, 2018, concurrently with the delivery of the financial statements
and reports referred to in Subsections 7.1(a) and (b), a certificate signed by a Responsible Officer of the Borrower
in substantially the form of Exhibit U or such other form as may be agreed between the Borrower and the Administrative Agent
(a “Compliance Certificate”) (i) stating that, to the best of such Responsible Officer’s knowledge,
each of the Borrower and its Restricted Subsidiaries during such period has observed or performed all of its covenants and other
agreements, and satisfied every condition, contained in this Agreement or the other Loan Documents to which it is a party to be
observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of
Default, except, in each case, as specified in such certificate, (ii) commencing with the delivery of the Compliance Certificate
for the Fiscal Quarter ending September 29, 2018, setting forth a reasonably detailed calculation of the Consolidated Secured Leverage
Ratio for the Most Recent Four Quarter Period (whether or not the financial covenant in Subsection 8.10 is required
to be tested) and (iii) commencing with the delivery of the Compliance Certificate for the fiscal year ended December 31,
2019, if (A) delivered with the financial statements required by Subsection 7.1(a) and (B) the Consolidated
Secured Leverage Ratio as of the last day of the immediately preceding fiscal year was greater than or equal to 4.25:1.00, set
forth in reasonable detail the amount of (and the calculations required to establish the amount of) Excess Cash Flow for the respective
fiscal year covered by such financial statements;


 


(b)          within
five Business Days after the same are filed, copies of all financial statements and periodic reports which the Borrower may file
with the SEC or any successor or analogous Governmental Authority;


 


(c)          within
five Business Days after the same are filed, copies of all registration statements and any amendments and exhibits thereto, which
the Borrower may file with the SEC or any successor or analogous Governmental Authority;


 




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(d)          subject
to the last sentence of Subsection 7.6, promptly, such additional financial and other information regarding the Loan Parties
as any Agent or the Required Lenders through the Administrative Agent may from time to time reasonably request; and


 


(e)          promptly
upon reasonable request from the Administrative Agent calculations of Consolidated EBITDA and other Fixed GAAP Terms as reasonably
requested by the Administrative Agent promptly following receipt of a written notice from the Borrower electing to change the Fixed
GAAP Date, which calculations shall show the calculations of the respective Fixed GAAP Terms both before and after giving effect
to the change in the Fixed GAAP Date and identify the material change(s) in GAAP giving rise to the change in such calculations.


 


Documents required to
be delivered pursuant to Subsection 7.1(a), 7.1(b), 7.1(c), 7.2(a), 7.2(b), 7.2(c), 7.2(d)
or 7.2(e) may at the Borrower’s option be delivered electronically and, if so delivered, shall be deemed to have been
delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s
(or any Parent Entity’s) website on the Internet at the website address listed on Schedule 7.2 (or such other website
address as the Borrower may specify by written notice to the Administrative Agent from time to time); or (ii) on which such
documents are posted on the Borrower’s (or any Parent Entity’s) behalf on an Internet or intranet website to which
each Lender and the Administrative Agent have access (whether a commercial, third-party website (including any website maintained
by the SEC) or whether sponsored by the Administrative Agent). Following the electronic delivery of any such documents by posting
such documents to a website in accordance with the preceding sentence (other than the posting by the Borrower of any such documents
on any website maintained for or sponsored by the Administrative Agent), the Borrower shall promptly provide the Administrative
Agent notice of such delivery (which notice may be by facsimile or electronic mail) and the electronic location at which such documents
may be accessed; provided that, in the absence of bad faith, the failure to provide such prompt notice shall not constitute
a Default hereunder.


 


7.3           Payment
of Taxes. Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all
taxes except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings diligently
conducted and reserves in conformity with GAAP with respect thereto have been provided on the books of the Borrower or any of its
Restricted Subsidiaries, as the case may be, or except to the extent that failure to do so, in the aggregate, would not reasonably
be expected to have a Material Adverse Effect.


 


7.4           Conduct
of Business and Maintenance of Existence; Compliance with Contractual Obligations and Requirements of Law. Preserve, renew
and keep in full force and effect its existence and take all reasonable action to maintain all rights, privileges and franchises
necessary or desirable in the normal conduct of the business of the Borrower and its Restricted Subsidiaries, taken as a whole,
except as otherwise permitted pursuant to Subsection 8.4 or 8.7, provided that the Borrower and its Restricted
Subsidiaries shall not be required to maintain any such rights, privileges or franchises and the Borrower’s Restricted Subsidiaries
shall not be required to maintain such existence, if the failure to do so would not reasonably be expected to have a Material Adverse
Effect; and comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith,
in the aggregate, would not reasonably be expected to have a Material Adverse Effect.


 




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7.5           Maintenance
of Property; Insurance. (a) (i) Keep all property necessary in the business of the Borrower and its Restricted Subsidiaries,
taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a
Material Adverse Effect; (ii) use commercially reasonable efforts to maintain with financially sound and reputable insurance
companies (or any Captive Insurance Subsidiary) insurance on, or self-insure, all property material to the business of the Borrower
and its Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks (but including in any
event public liability and business interruption) as are usually insured against in the same general area by companies engaged
in the same or a similar business; (iii) furnish to the Administrative Agent, upon written request, information in
reasonable detail as to the insurance carried; (iv) use commercially reasonable efforts to maintain property and liability
policies that provide that in the event of any cancellation thereof during the term of the policy, either by the insured or by
the insurance company, the insurance company shall provide to the secured party at least 30 days prior written notice thereof,
or in the case of cancellation for non-payment of premium, ten days prior written notice thereof; (v) in the event of any
material change in any of the property or liability policies referenced in the preceding clause (iv), use commercially reasonable
efforts to provide the Administrative Agent with at least 30 days’ prior written notice thereof; and (vi) use commercially
reasonable efforts to ensure that, subject to the ABL/Cash Flow Intercreditor Agreement, any Junior Lien Intercreditor Agreement
or any Other Intercreditor Agreement, at all times the Collateral Agent, the applicable Collateral Representative or any Additional
Agent, in accordance with the applicable ABL/Cash Flow Intercreditor Agreement, Junior Lien Intercreditor Agreement or Other Intercreditor
Agreement, for the benefit of the applicable Secured Parties, shall be named as an additional insured with respect to liability
policies maintained by the Borrower and each Subsidiary Guarantor and the Collateral Agent for the benefit of the Secured Parties,
shall be named as loss payee with respect to the property insurance maintained by the Borrower and each Subsidiary Guarantor; provided
that, unless an Event of Default shall have occurred and be continuing, (A) the Collateral Agent shall turn over to the
Borrower any amounts received by it as an additional insured or loss payee under any property insurance maintained by the Borrower
and its Subsidiaries, (B) the Collateral Agent agrees that the Borrower and/or its applicable Subsidiary shall have the
sole right to adjust or settle any claims under such insurance and (C) all proceeds from a Recovery Event shall be paid
to the Borrower.


 


(b)          With
respect to each property of the Loan Parties subject to a Mortgage:


 


(i)          [Reserved].


 


(ii)         The
applicable Loan Party promptly shall comply with and conform to all requirements of the insurers applicable to such party or to
such property or to the use, manner of use, occupancy, possession, operation, maintenance, alteration or repair of such property,
except for such non-compliance or non-conformity as would not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect.


 




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(iii)        If
the Borrower is in default of its obligations to insure or deliver any such prepaid policy or policies, the result of which would
reasonably be expected to have a Material Adverse Effect, then the Administrative Agent, at its option upon ten days’ written
notice to the Borrower, may effect such insurance from year to year at rates substantially similar to the rate at which the Borrower
or any Restricted Subsidiary had insured such property, and pay the premium or premiums therefor, and the Borrower shall pay to
the Administrative Agent on demand such premium or premiums so paid by the Administrative Agent with interest from the time of
payment at a rate per annum equal to 2.00%.


 


(iv)        If
such property, or any part thereof, shall be destroyed or damaged and the reasonably estimated cost thereof would exceed $15,000,000,
the Borrower shall give prompt notice thereof to the Administrative Agent. All insurance proceeds paid or payable in connection
with any damage or casualty to any property shall be applied in the manner specified in the proviso to Subsection 7.5(a).


 


7.6           Inspection
of Property; Books and Records; Discussions. In the case of the Borrower, keep proper books and records in a manner to allow
financial statements to be prepared in conformity with GAAP consistently applied in respect of all material financial transactions
and matters involving the material assets and business of the Borrower and its Restricted Subsidiaries, taken as a whole; and permit
representatives of the Administrative Agent to visit and inspect any of its properties and examine and, to the extent reasonable,
make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition
of the Borrower and its Restricted Subsidiaries with officers of the Borrower and its Restricted Subsidiaries and with its independent
certified public accountants, in each case at any reasonable time, upon reasonable notice; provided that (a) except
during the continuation of an Event of Default, only one such visit per year shall be at the Borrower’s expense, and (b)
during the continuation of an Event of Default, the Administrative Agent or its representatives may do any of the foregoing at
the Borrower’s expense; provided, further, that representatives of the Borrower may be present during any such
visits, discussions and inspections. Notwithstanding anything to the contrary in Subsection 7.2(d) or in this Subsection
7.6, none of the Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion
of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary
information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders (or their respective representatives)
is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege
or constitutes attorney work product.


 


7.7           Notices.
Promptly give notice to the Administrative Agent and each Lender of:


 


(a)          as
soon as possible after a Responsible Officer of the Borrower knows thereof, the occurrence of any Default or Event of Default;


 


(b)          as
soon as possible after a Responsible Officer of the Borrower knows thereof, any default or event of default under any Contractual
Obligation of the Borrower or any of its Restricted Subsidiaries, other than as previously disclosed in writing to the Lenders,
which would reasonably be expected to have a Material Adverse Effect;


 




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(c)          as
soon as possible after a Responsible Officer of the Borrower knows thereof, the occurrence of (i) any default or event of
default under the Senior ABL Agreement, (ii) any default or event of default under the Senior Notes Indenture or (iii)
any payment default under any Additional Obligations Documents or under any agreement or document governing other Indebtedness,
in each case under this clause (c) relating to Indebtedness in an aggregate principal amount equal to or greater than $75,000,000;


 


(d)          as
soon as possible after a Responsible Officer of the Borrower knows thereof, any litigation, investigation or proceeding affecting
the Borrower or any of its Restricted Subsidiaries that would reasonably be expected to have a Material Adverse Effect;


 


(e)          the
following events, as soon as possible and in any event within 30 days after a Responsible Officer of the Borrower knows thereof:
(i) the occurrence or expected occurrence of any Reportable Event (or similar event) with respect to any Single Employer
Plan (or Foreign Plan), a failure to make any required contribution to a Single Employer Plan, Multiemployer Plan or Foreign Plan,
the creation of any Lien on the property of the Borrower or its Restricted Subsidiaries in favor of the PBGC, a Plan or a Foreign
Plan or any withdrawal from, or the full or partial termination or Insolvency of, any Multiemployer Plan or Foreign Plan; or (ii)
the institution of proceedings or the taking of any other formal action by the PBGC or the Borrower or any of its Restricted Subsidiaries
or any Commonly Controlled Entity or any Multiemployer Plan which would reasonably be expected to result in the withdrawal from,
or the termination or Insolvency of, any Single Employer Plan, Multiemployer Plan or Foreign Plan; provided, however,
that no such notice will be required under clause (i) or (ii) above unless the event giving rise to such notice, when aggregated
with all other such events under clause (i) or (ii) above, would be reasonably expected to result in a Material Adverse Effect;


 


(f)          as
soon as possible after a Responsible Officer of the Borrower knows thereof, (i) any release or discharge by the Borrower
or any of its Restricted Subsidiaries of any Materials of Environmental Concern required to be reported under applicable Environmental
Laws to any Governmental Authority, unless the Borrower reasonably determines that the total Environmental Costs arising out of
such release or discharge would not reasonably be expected to have a Material Adverse Effect, (ii) any condition, circumstance,
occurrence or event not previously disclosed in writing to the Administrative Agent that would reasonably be expected to result
in liability or expense under applicable Environmental Laws, unless the Borrower reasonably determines that the total Environmental
Costs arising out of such condition, circumstance, occurrence or event would not reasonably be expected to have a Material Adverse
Effect, or would not reasonably be expected to result in the imposition of any lien or other material restriction on the title,
ownership or transferability of any facilities and properties owned, leased or operated by the Borrower or any of its Restricted
Subsidiaries that would reasonably be expected to result in a Material Adverse Effect and (iii) any proposed action to be
taken by the Borrower or any of its Restricted Subsidiaries that would reasonably be expected to subject the Borrower or any of
its Restricted Subsidiaries to any material additional or different requirements or liabilities under Environmental Laws, unless
the Borrower reasonably determines that the total Environmental Costs arising out of such proposed action would not reasonably
be expected to have a Material Adverse Effect; and


 




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(g)          as
soon as possible after a Responsible Officer of the Borrower knows thereof, any loss, damage, or destruction to a significant portion
of the Collateral, whether or not covered by insurance.


 


Each notice pursuant
to this Subsection 7.7 shall be accompanied by a statement of a Responsible Officer of the Borrower (and, if applicable,
the relevant Restricted Subsidiary) setting forth details of the occurrence referred to therein and stating what action the Borrower
(or, if applicable, the relevant Restricted Subsidiary) proposes to take with respect thereto.


 


7.8           Environmental
Laws. (a) (i) Comply substantially with, and require substantial compliance by all tenants, subtenants, contractors,
and invitees with, all applicable Environmental Laws; (ii) obtain, comply substantially with and maintain any and all Environmental
Permits necessary for its operations as conducted and as planned; and (iii) require that all tenants, subtenants, contractors,
and invitees obtain, comply substantially with and maintain any and all Environmental Permits necessary for their operations as
conducted and as planned, with respect to any property leased or subleased from, or operated by the Borrower or its Restricted
Subsidiaries. For purposes of this Subsection 7.8(a), noncompliance shall not constitute a breach of this covenant, provided
that, upon learning of any actual or suspected noncompliance, the Borrower and any such affected Restricted Subsidiary shall promptly
undertake and diligently pursue reasonable efforts, if any, to achieve compliance, and provided, further, that in
any case such noncompliance would not reasonably be expected to have a Material Adverse Effect.


 


(b)          Promptly
comply, in all material respects, with all orders and directives of all Governmental Authorities regarding Environmental Laws,
other than such orders or directives (i) as to which the failure to comply would not reasonably be expected to result in
a Material Adverse Effect or (ii) as to which: (x) appropriate reserves have been established in accordance with
GAAP; (y) an appeal or other appropriate contest is or has been timely and properly taken and is being diligently pursued
in good faith; and (z) if the effectiveness of such order or directive has not been stayed, the failure to comply with such
order or directive during the pendency of such appeal or contest would not reasonably be expected to have a Material Adverse Effect.


 




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7.9           After-Acquired
Real Property and Fixtures; Subsidiaries.


 


(a)          With
respect to any owned real property or fixtures thereon located in the United States of America, in each case (x) with
a purchase price or a fair market value (as determined in good faith by the Borrower, which determination shall be conclusive)
at the time of acquisition of at least $15,000,000 and (y) is not located in an area identified as a special flood
hazard area by the Federal Emergency Management Agency or other applicable agency, in accordance with the Flood Insurance Laws,
in which any Loan Party (other than Holdings) acquires ownership rights at any time after the Closing Date (or owned by any Subsidiary
that becomes a Loan Party after the Closing Date), promptly notify the Collateral Agent of such acquisition. Any such applicable
Loan Party shall, within 180 days following written request by the Collateral Agent (or such longer period as the Collateral Agent
may reasonably agree), grant to the Collateral Agent for the benefit of the Secured Parties, a Lien of record on all such owned
real property and fixtures pursuant to a Mortgage or otherwise, upon terms reasonably satisfactory in form and substance to the
Collateral Agent and in accordance with any applicable requirements of any Governmental Authority (including any required appraisals
of such property under FIRREA and flood determinations under the Flood Insurance Laws); provided that (i) nothing
in this Subsection 7.9 shall defer or impair the attachment or perfection of any security interest in any Collateral
covered by any of the Security Documents which would attach or be perfected pursuant to the terms thereof without action by the
Borrower, any of its Restricted Subsidiaries or any other Person and (ii) no such Lien shall be required to be granted as
contemplated by this Subsection 7.9 on any owned real property or fixtures the acquisition of which is, or is to be,
within 180 days of such acquisition, financed or refinanced, in whole or in part through the incurrence of Indebtedness, until
such Indebtedness is repaid in full (and not refinanced) or, as the case may be, the Borrower determines not to proceed with such
financing or refinancing; provided further, that the Borrower shall only be obligated to execute and deliver, or cause to
be executed and delivered, to the Collateral Agent any relevant Mortgage and shall not be responsible for recording such Mortgage
in the event that the Collateral Agent shall fail to do so after such Mortgage and any other related deliverables required to be
delivered to the Collateral Agent in connection with such filing pursuant to the terms of this Agreement have been executed and
delivered. In connection with any such grant to the Collateral Agent, for the benefit of the Secured Parties, of a Lien of record
on any such real property pursuant to a Mortgage or otherwise in accordance with this Subsection 7.9, the Borrower
or such Restricted Subsidiary shall deliver or cause to be delivered to the Collateral Agent corresponding UCC fixture filings
(if applicable) and any surveys (or survey updates to the extent sufficient to obtain survey coverage under the title policy),
appraisals required under applicable law (including any required appraisals of such property under FIRREA), title insurance policies,
local law enforceability legal opinions and other documents in connection with such grant of such Lien obtained by it in connection
with the acquisition of such ownership rights in such real property or as the Collateral Agent shall reasonably request (in light
of the value of such real property and the cost and availability of such UCC fixture filings, surveys (or survey updates), appraisals,
title insurance policies, local law enforceability legal opinions and other documents and whether the delivery of such UCC fixture
filings, surveys (or survey updates), appraisals, title insurance policies, legal opinions and other documents would be customary
in connection with such grant of such Lien in similar circumstances).


 




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(b)          With
respect to any Domestic Subsidiary that is a Wholly Owned Subsidiary (other than an Excluded Subsidiary) (i) created or
acquired subsequent to the Closing Date by the Borrower or any of its Domestic Subsidiaries that are Wholly Owned Subsidiaries
(other than an Excluded Subsidiary), (ii) being designated as a Restricted Subsidiary, (iii) ceasing to be an
Immaterial Subsidiary or other Excluded Subsidiary as provided in the applicable definition thereof after the expiry of any applicable
period referred to in such definition or (iv) that becomes a Domestic Subsidiary as a result of a Permitted Investment or
a transaction pursuant to, and permitted by, Subsection 8.2 or 8.7 (other than an Excluded Subsidiary), promptly
notify the Administrative Agent of such occurrence and, if the Administrative Agent or the Required Lenders so request, promptly
(i) cause the Loan Party that is required to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected
first priority security interest (as and to the extent provided in the Guarantee and Collateral Agreement) in the Capital Stock
of such new Domestic Subsidiary owned directly by the Borrower or any of its Domestic Subsidiaries that are Wholly Owned Subsidiaries
(other than Excluded Subsidiaries) to execute and deliver a Supplemental Agreement (as defined in the Guarantee and Collateral
Agreement) pursuant to Section 9.15 of the Guarantee and Collateral Agreement, (ii) deliver to the Collateral Agent, the
applicable Collateral Representative or any Additional Agent, in accordance with the applicable ABL/Cash Flow Intercreditor Agreement,
Junior Lien Intercreditor Agreement or Other Intercreditor Agreement, the certificates (if any) representing such Capital Stock,
together with undated stock powers, executed and delivered in blank by a duly authorized officer of the parent of such new Domestic
Subsidiary, and (iii) cause such new Domestic Subsidiary (A) to become a party to the Guarantee and Collateral Agreement
and (B) to take all actions reasonably deemed by the Collateral Agent to be necessary or advisable to cause the Lien created
by the Guarantee and Collateral Agreement in such new Domestic Subsidiary’s Collateral to be duly perfected in accordance
with all applicable Requirements of Law (as and to the extent provided in the Guarantee and Collateral Agreement), including the
filing of financing statements in such jurisdictions as may be reasonably requested by the Collateral Agent. In addition, the Borrower
may cause any Subsidiary that is not required to become a Subsidiary Guarantor to become a Subsidiary Guarantor by executing and
delivering a Subsidiary Guaranty.


 


(c)          With
respect to any Foreign Subsidiary created or acquired subsequent to the Closing Date by the Borrower or any of its Domestic Subsidiaries
that are Wholly Owned Subsidiaries (in each case, other than any Excluded Subsidiary), the Capital Stock of which is owned directly
by the Borrower or a Domestic Subsidiary that is a Wholly Owned Subsidiary (other than an Excluded Subsidiary), promptly notify
the Administrative Agent of such occurrence and if the Administrative Agent or the Required Lenders so request, promptly (i)
cause the Loan Party that is required to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first
priority security interest (as and to the extent provided in the Guarantee and Collateral Agreement) in the Capital Stock of such
new Subsidiary that is directly owned by the Borrower or any Domestic Subsidiary that is a Wholly Owned Subsidiary (other than
an Excluded Subsidiary) to execute and deliver a Supplemental Agreement (as defined in the Guarantee and Collateral Agreement)
pursuant to Section 9.15 of the Guarantee and Collateral Agreement and (ii) to the extent reasonably deemed advisable by
the Collateral Agent, deliver to the Collateral Agent, the applicable Collateral Representative or any Additional Agent, in accordance
with the applicable ABL/Cash Flow Intercreditor Agreement, Junior Lien Intercreditor Agreement or Other Intercreditor Agreement,
the certificates, if any, representing such Capital Stock, together with undated stock powers, executed and delivered in blank
by a duly authorized officer of the relevant parent of such new Subsidiary and take such other action as may be reasonably deemed
by the Collateral Agent to be necessary or desirable to perfect the Collateral Agent’s security interest therein (in each
case as and to the extent required by the Guarantee and Collateral Agreement); provided that in either case in no event
shall more than 65.0% of each series of Capital Stock of any Foreign Subsidiary be required to be so pledged.


 




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(d)          At
its own expense, execute, acknowledge and deliver, or cause the execution, acknowledgement and delivery of, and thereafter register,
file or record in an appropriate governmental office, any document or instrument reasonably deemed by the Collateral Agent to be
necessary or desirable for the creation, perfection and priority and the continuation of the validity, perfection and priority
of the foregoing Liens or any other Liens created pursuant to the Security Documents (to the extent the Collateral Agent determines,
in its reasonable discretion, that such action is required to ensure the perfection or the enforceability as against third parties
of its security interest in such Collateral) in each case in accordance with, and to the extent required by, the Guarantee and
Collateral Agreement.


 


(e)          Notwithstanding
anything to the contrary in this Agreement, (A) the foregoing requirements shall be subject to the terms of the ABL/Cash
Flow Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement and, in the event of
any conflict with such terms, the terms of the ABL/Cash Flow Intercreditor Agreement, any Junior Lien Intercreditor Agreement or
any Other Intercreditor Agreement, as applicable, shall control, (B) no security interest or lien is or will be granted
pursuant to any Loan Document or otherwise in any right, title or interest of any of Holdings, the Borrower or any of its Subsidiaries
in, and “Collateral” shall not include, any Excluded Asset, (C) no Loan Party or any Affiliate thereof shall
be required to take any action in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create
any security interests in assets located or titled outside of the U.S. or to perfect any security interests (it being understood
that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (D)
to the extent not automatically perfected by filings under the Uniform Commercial Code of each applicable jurisdiction, no Loan
Party shall be required to take any actions in order to perfect any security interests granted with respect to any assets specifically
requiring perfection through control (including cash, cash equivalents, deposit accounts, securities accounts, but excluding Capital
Stock required to be delivered pursuant to Subsections 7.9(b) and (c) above), and (E) nothing in this
Subsection 7.9 shall require that Holdings, the Borrower or any Subsidiary grant a Lien with respect to any property or
assets in which such Person acquires ownership rights to the extent that the Borrower and the Administrative Agent reasonably determine
that the costs or other consequences to Topco or any of its Subsidiaries of the granting of such a Lien is excessive in view of
the benefits that would be obtained by the Secured Parties.


 


(f)          Notwithstanding
any provision of this Subsection 7.9 or Subsection 7.13 or 7.14 to the contrary, prior to the Discharge of
ABL Collateral Obligations, (i) the requirements of this Subsection 7.9 and of Subsections 7.13 and 7.14
to deliver any ABL Priority Collateral to the Agent shall be deemed satisfied by the delivery of such ABL Priority Collateral to
the ABL Agent or the ABL Collateral Representative (as defined in the ABL/Cash Flow Intercreditor Agreement or the equivalent term
in any Other Intercreditor Agreement), (ii) the Borrower shall, and shall cause each Restricted Subsidiary to, comply
with the requirements of this Subsection 7.9 and Subsections 7.13 and 7.14 with respect to the Obligations
hereunder as they relate to any ABL Priority Collateral only to the same extent that the Borrower and such Restricted Subsidiaries
are required to comply with provisions analogous to this Subsection 7.9 or Subsection 7.13 or 7.14 under the
ABL Credit Agreement or the documentation governing any other ABL Collateral Obligation and (iii) the ABL Agent or the ABL
Collateral Representative (as defined in the ABL/Cash Flow Intercreditor Agreement or the equivalent term in any Other Intercreditor
Agreement) shall have sole discretion (in consultation with the Borrower, if applicable) with respect to any determination concerning
ABL Priority Collateral as to which the Agent would have authority to exercise under this Subsection 7.9 or Subsection 7.13
or 7.14.


 




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7.10         Use
of Proceeds. Use the proceeds of Loans only for the purposes set forth in Subsection 5.16.


 


7.11         Commercially
Reasonable Efforts to Maintain Ratings. At all times, the Borrower shall use commercially reasonable efforts to maintain ratings
(but not any particular rating) of the Initial Term Loans and a corporate rating (but not any particular rating) and corporate
family rating (but not any particular rating), as applicable, for the Borrower by each of S&P and Moody’s.


 


7.12         Accounting
Changes. The Borrower will, for financial reporting purposes, cause the Borrower’s and each of its Subsidiaries’
fiscal years to end on December 31st of each calendar year; provided that the Borrower may, upon written notice to the Administrative
Agent, change the financial reporting convention specified above to any other financial reporting convention reasonably acceptable
to the Administrative Agent, in which case the Borrower and the Administrative Agent will, and are hereby authorized by the Lenders
to, make any adjustments to this Agreement that are necessary in order to reflect such change in financial reporting.


 


7.13         Post-Closing
Security Perfection. The Borrower agrees to deliver or cause to be delivered such documents and instruments, and take or cause
to be taken such other actions as may be reasonably necessary to provide the perfected security interests described in the provisos
to Subsection 6.1(a), Subsection 6.1(g) and Subsection 6.1(h) that are not so provided on the Closing Date,
and in any event to provide such perfected security interests and to satisfy such other conditions within the applicable time periods
set forth on Schedule 7.13, as such time periods may be extended by the Administrative Agent, in its sole discretion. The
Borrower agrees to deliver or cause to be delivered such lien searches described in the proviso to Subsection 6.1(i) that
are not so provided on the Closing Date within the applicable time periods set forth on Schedule 7.13, as such time periods
may be extended by the Administrative Agent, in its sole discretion. Notwithstanding any other provision of this Subsection
7.13, Subsection 7.9 or 7.14, of Schedule 7.13 or of any Security Document, (x) the Borrower shall
not be obligated to take, or cause to be taken, any action that is dependent on an action that the Administrative Agent or the
Collateral Agent, as the case may be, has failed to take, for so long as the Administrative Agent or the Collateral Agent has failed
to take such action and (y) the Borrower shall only be obligated to execute and deliver, or cause to be executed and
delivered, to the Collateral Agent any relevant Mortgage and shall not be responsible for recording such Mortgage in the event
that the Collateral Agent shall fail to do so after such Mortgage and any other related deliverables required to be delivered to
the Collateral Agent in connection with such filing pursuant to the terms of this Agreement have been executed and delivered.


 




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7.14         Post-Closing
Matters. Promptly following the effectiveness of the Atlas Merger and the Atlas Contribution, (x) cause each of Atrium
Corporation and its Subsidiaries that is a Domestic Subsidiary and a Wholly Owned Subsidiary (other than an Excluded Subsidiary)
of the Borrower (collectively, the “Atrium Guarantor Entities”) (i) to become a party to the Guarantee
and Collateral Agreement (provided that, to the extent that a valid security interest in the Collateral covered by the Guarantee
and Collateral Agreement (to the extent and with priority contemplated therein) is not provided on the date that such Atrium Guarantor
Entity becomes a party to the Guarantee and Collateral Agreement pursuant to this clause (i) and to the extent Holdings and the
Borrower and its Subsidiaries have used commercially reasonable efforts to provide such Collateral, the provisions of this clause
(i) shall be deemed to have been satisfied, (ii) deliver to the Collateral Agent, the applicable Collateral Representative
or any Additional Agent, in accordance with the applicable ABL/Cash Flow Intercreditor Agreement, Junior Lien Intercreditor Agreement
or Other Intercreditor Agreement, the certificates (if any) representing the Capital Stock of such Atrium Guarantor Entity, together
with undated stock powers, executed and delivered in blank by a duly authorized officer of the parent of such Atrium Guarantor
Entity (provided that such Capital Stock and related stock powers of such Atrium Guarantor Entity will only be required
to be delivered on the date that such Atrium Guarantor Entity becomes a party to the Guarantee and Collateral Agreement pursuant
to clause (i) above to the extent received by the Borrower from Atrium Corporation, so long as the Borrower has used commercially
reasonable efforts to obtain them on such date; provided, further, that if delivery of such Capital Stock and related
stock powers to the Collateral Agent may not be accomplished on or before the date that such Atrium Guarantor Entity becomes a
party to the Guarantee and Collateral Agreement pursuant to clause (i) above after such Atrium Guarantor Entity’s commercially
reasonable efforts to do so, then the failure by such Atrium Guarantor Entity to deliver such Capital Stock and related stock powers
shall not constitute a default of the covenant contained in this Subsection 7.14 if such Atrium Guarantor Entity agrees
to deliver or cause to be delivered such Capital Stock and related stock powers pursuant to arrangements to be mutually agreed
by the applicable Atrium Guarantor Entity and the Administrative Agent acting reasonably, but in no event later than the 91st day
after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion)) and (iii) to take all
actions reasonably deemed by the Collateral Agent to be necessary or advisable to cause the Lien created by the Guarantee and Collateral
Agreement in such Atrium Guarantor Entity’s Collateral to be duly perfected in accordance with all applicable Requirements
of Law (as and to the extent provided in the Guarantee and Collateral Agreement), including the filing of financing statements
in such jurisdictions as may be reasonably requested by the Collateral Agent (provided that with respect to any such Collateral
the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital
Stock of such Atrium Guarantor Entity (to the extent constituting Collateral), if perfection of the Collateral Agent’s security
interest in such Collateral may not be accomplished on or before on the date that such Atrium Guarantor Entity becomes a party
to the Guarantee and Collateral Agreement pursuant to clause (i) above after such Atrium Guarantor Entity’s commercially
reasonable efforts to do so, then the failure by such Atrium Guarantor Entity to deliver documents and instruments for perfection
of such security interest shall not constitute a default of the covenant contained in this Subsection 7.14 if such Atrium
Guarantor Entity agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such
other actions as may be reasonably necessary to perfect such security interests pursuant to arrangements to be mutually agreed
by such Atrium Guarantor Entity and the Administrative Agent acting reasonably, but in no event later than the 91st day after the
Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion) (and, in the case of real property and
the Mortgages, no later than the 181st day after the Closing Date, unless otherwise agreed by the Administrative Agent in its sole
discretion)), (y) provide to the Administrative Agent opinions of counsel with respect to each of the Atrium Guarantor Entities
that becomes party to the Guarantee and Collateral Agreement pursuant to the preceding clause (x)(i) from each relevant firm of
counsel set forth in Subsection 6.1(e), each in form and substance reasonably satisfactory to the Administrative Agent
and (z) cause to be repaid, redeemed, defeased, terminated or otherwise discharged (or irrevocable notice for the repayment,
redemption, defeasance, termination or discharge thereof to be given) all commitments and amounts outstanding (other than contingent
obligations) under (i) the Loan Agreement, dated as of December 27, 2016, among Atrium W&D, the subsidiary borrowers
from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as agent, as the same may
be amended, restated, amended and restated, refinanced, supplemented or otherwise modified from time to time, (ii) the Indenture,
dated of April 17, 2014, among Atrium W&D, the guarantors from time to time party thereto and U.S. Bank National Association,
as trustee and as notes collateral agent, as amended by the First Supplemental Indenture, dated as of June 13, 2014, and as the
same may be further amended, supplemented or otherwise modified from time to time, and (iii) the Note Purchase Agreement,
dated as of April 30, 2010, among Atrium Corporation, Atrium W&D, the subsidiary guarantors party from time to time party thereto
and GGC Unlevered Credit Opportunities, LLC, as the same may be amended, restated, amended and restated, refinanced, supplemented
or otherwise modified from time to time.


 




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SECTION 8


 


Negative Covenants


 


The Borrower hereby agrees
that, from and after the Closing Date and so long as the Revolving Commitments remain in effect, and thereafter, until payment
in full of the Loans, all Reimbursement Obligations and all other Cash Flow Facilities Obligations then due and owing to any Lender
or any Agent hereunder and termination or expiration of all Letters of Credit (unless cash collateralized or otherwise provided
for in a manner reasonably satisfactory to the applicable Issuing Bank):


 


8.1           Limitation
on Indebtedness. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, Incur any Indebtedness; provided,
however, that the Borrower or any Restricted Subsidiary may Incur Indebtedness if on the date of the Incurrence of such
Indebtedness, after giving effect to the Incurrence thereof (or, at the Borrower’s option, on the date of the initial borrowing
of such Indebtedness or entry into the definitive agreement providing the commitment to fund such Indebtedness after giving pro
forma effect to the Incurrence of the entire committed amount, in which case such committed amount may thereafter be borrowed and
reborrowed in whole or in part, from time to time, without further compliance with this proviso), the Consolidated Coverage Ratio
would be equal to or greater than 2.00:1.00; provided, further, that the aggregate principal amount of Indebtedness
that may be Incurred pursuant to this Subsection 8.1(a), by Restricted Subsidiaries that are not Subsidiary Guarantors or
Escrow Subsidiaries shall not exceed the greater of $250,000,000 and 65.00% of Four Quarter Consolidated EBITDA at any time outstanding.


 




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(b)          Notwithstanding
the foregoing Subsection 8.1(a), the Borrower and its Restricted Subsidiaries may Incur the following Indebtedness:


 


(i)          (I)
Indebtedness Incurred by the Borrower, a Guarantor, an Escrow Subsidiary or (with respect to clause (b) below) a Canadian Subsidiary
(a) pursuant to this Agreement and the other Loan Documents, (b) pursuant to the Senior ABL Facility, (c)
constituting Additional Obligations (and Refinancing Indebtedness in respect thereof), (d) constituting Rollover Indebtedness
(and Refinancing Indebtedness in respect thereof), (e) in respect of Permitted Debt Exchange Notes Incurred pursuant to
a Permitted Debt Exchange in accordance with Subsection 2.9 and any Refinancing Indebtedness in respect thereof and (f)
pursuant to any Letter of Credit Facility (and any Refinancing Indebtedness in respect thereof), in a maximum principal amount
for all such Indebtedness at any time outstanding not exceeding in the aggregate an amount equal to the sum of (A) $1,870,000,000,
plus (B) the greater of (x) $760,000,000 and (y) an amount equal to (but not less than zero) (1)
the Borrowing Base less (2) the aggregate principal amount of Indebtedness Incurred by Special Purpose Entities
that are Domestic Subsidiaries and then outstanding pursuant to Subsection 8.1(b)(ix), less (3) the aggregate
principal amount of Indebtedness Incurred by any Foreign Subsidiaries and then outstanding pursuant to Subsection 8.1(b)(xv)(ii),
plus (C) without duplication of incremental amounts included in the definition of “Refinancing Indebtedness”,
in the event of any refinancing of any such Indebtedness (including with Specified Refinancing Indebtedness), the aggregate amount
of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred or payable
in connection with such refinancing, and (II) Indebtedness Incurred by the Borrower, a Guarantor, an Escrow Subsidiary
or (with respect to clause (b) below) a Canadian Subsidiary (a) pursuant to this Agreement and the other Loan Documents,
(b) pursuant to the Senior ABL Facility, (c) constituting Additional Obligations, (d) constituting Rollover
Indebtedness, (e) in respect of Permitted Debt Exchange Notes Incurred pursuant to a Permitted Debt Exchange in accordance
with Subsection 2.9 and (f) pursuant to any Letter of Credit Facility, in an aggregate principal amount for all such
Indebtedness outstanding after giving effect to such Incurrence not in excess of the Maximum Incremental Facilities Amount (for
purposes of determining the amount outstanding pursuant to clause (i) of the definition of “Maximum Incremental Facilities
Amount”, treating (x) any then unused portion of Incremental Revolving Commitments or Supplemental Revolving Commitments
made available in reliance on such clause as outstanding Indebtedness and (y) Refinancing Indebtedness and Permitted
Debt Exchange Notes Incurred pursuant to this Subsection 8.1(b)(i)(II) in respect of Indebtedness Incurred in reliance on
clause (i) of the definition of “Maximum Incremental Facilities Amount” (and Refinancing Indebtedness and Permitted
Debt Exchange Notes Incurred pursuant to this Subsection 8.1(b)(i)(II) in respect of such Refinancing Indebtedness and/or
Permitted Debt Exchange Notes) as outstanding pursuant to such clause), together with Refinancing Indebtedness in respect of the
Indebtedness described in subclauses (a), (b), (c), (d), (e) and (f) of this clause (II), plus, without duplication of incremental
amounts included in the definition of “Refinancing Indebtedness”, in the event of any refinancing of such Indebtedness
(including with Specified Refinancing Indebtedness), the aggregate amount of all fees, underwriting discounts, premiums and other
costs and expenses (including accrued and unpaid interest) Incurred or payable in connection with such refinancing;


 




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(ii)         Indebtedness
(A) of any Restricted Subsidiary to the Borrower, or (B) of the Borrower or any Restricted Subsidiary to any Restricted
Subsidiary; provided that in the case of this Subsection 8.1(b)(ii), any subsequent issuance or transfer of any Capital
Stock of such Restricted Subsidiary to which such Indebtedness is owed, or other event, that results in such Restricted Subsidiary
ceasing to be a Restricted Subsidiary or any other subsequent transfer of such Indebtedness (except to the Borrower or a Restricted
Subsidiary) will be deemed, in each case, an Incurrence of such Indebtedness by the issuer thereof not permitted by this Subsection
8.1(b)(ii);


 


(iii)        Indebtedness
represented by (A) the Senior Notes, (B) any Indebtedness (other than the Indebtedness pursuant to this Agreement
and the other Loan Documents described in Subsection 8.1(b)(i)) outstanding (or Incurred pursuant to any commitment outstanding)
on the Closing Date and set forth on Schedule 8.1 and (C) any Refinancing Indebtedness Incurred in respect of any
Indebtedness (or unutilized commitments) described in this Subsection 8.1(b)(iii) or Subsection 8.1(a);


 


(iv)        Purchase
Money Obligations, Financing Lease Obligations, and in each case any Refinancing Indebtedness with respect thereto; provided
that the aggregate principal amount of such Purchase Money Obligations Incurred to finance the acquisition of Capital Stock of
any Person, at any time outstanding pursuant to this clause shall not exceed an amount equal to the greater of $100,000,000 and
26.50% of Four Quarter Consolidated EBITDA;


 


(v)         Indebtedness
(A) supported by a letter of credit issued in compliance with this Subsection 8.1 in a principal amount not exceeding
the face amount of such letter of credit or (B) consisting of accommodation guarantees for the benefit of trade creditors
of the Borrower or any of its Restricted Subsidiaries;


 


(vi)        (A)
Guarantees by the Borrower or any Restricted Subsidiary of Indebtedness or any other obligation or liability of the Borrower or
any Restricted Subsidiary (other than any Indebtedness Incurred by the Borrower or such Restricted Subsidiary, as the case may
be, in violation of this Subsection 8.1), or (B) without limiting Subsection 8.6, Indebtedness of the Borrower
or any Restricted Subsidiary arising by reason of any Lien granted by or applicable to such Person securing Indebtedness of the
Borrower or any Restricted Subsidiary (other than any Indebtedness Incurred by the Borrower or such Restricted Subsidiary, as the
case may be, in violation of this Subsection 8.1);


 


(vii)       Indebtedness
of the Borrower or any Restricted Subsidiary (A) arising from the honoring of a check, draft or similar instrument of such
Person drawn against insufficient funds in the ordinary course of business, or (B) consisting of guarantees, indemnities,
obligations in respect of earn-outs or other purchase price adjustments, or similar obligations, Incurred in connection with the
acquisition or disposition of any business, assets or Person;


 




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(viii)      Indebtedness
of the Borrower or any Restricted Subsidiary in respect of (A) letters of credit, bankers’ acceptances or other similar
instruments or obligations issued, or relating to liabilities or obligations incurred, in the ordinary course of business (including
those issued to governmental entities in connection with self-insurance under applicable workers’ compensation statutes),
(B) completion guarantees, surety, judgment, appeal or performance bonds, or other similar bonds, instruments or obligations,
provided, or relating to liabilities or obligations incurred, in the ordinary course of business, (C) Hedging Obligations,
entered into for bona fide hedging purposes, (D) Management Guarantees or Management Indebtedness, (E) the financing
of insurance premiums in the ordinary course of business, (F) take-or-pay obligations under supply arrangements incurred
in the ordinary course of business, (G) netting, overdraft protection and other arrangements arising under standard business
terms of any bank at which the Borrower or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar facility
or arrangement, (H) Junior Capital in an aggregate principal amount at any time outstanding not to exceed the greater of
$140,000,000 and 37.00% of Four Quarter Consolidated EBITDA or (I) Bank Products Obligations;


 


(ix)         Indebtedness
(A) of a Special Purpose Subsidiary secured by a Lien on all or part of the assets disposed of in, or otherwise Incurred
in connection with, a Financing Disposition or (B) otherwise Incurred in connection with a Special Purpose Financing; provided
that (1) such Indebtedness is not recourse to the Borrower or any Restricted Subsidiary that is not a Special Purpose Subsidiary
(other than with respect to Special Purpose Financing Undertakings); (2) in the event such Indebtedness shall become recourse
to the Borrower or any Restricted Subsidiary that is not a Special Purpose Subsidiary (other than with respect to Special Purpose
Financing Undertakings), such Indebtedness will be deemed to be, and must be classified by the Borrower as, Incurred at such time
(or at the time initially Incurred) under one or more of the other provisions of this Subsection 8.1 for so long as such
Indebtedness shall be so recourse; and (3) in the event that at any time thereafter such Indebtedness shall comply with
the provisions of the preceding subclause (1), the Borrower may classify such Indebtedness in whole or in part as Incurred under
this Subsection 8.1(b)(ix);


 


(x)          Indebtedness
of (A) the Borrower or any Restricted Subsidiary Incurred to finance or refinance, or otherwise Incurred in connection with,
any acquisition of assets (including Capital Stock), business or Person, or any merger or consolidation of any Person with or into
the Borrower or any Restricted Subsidiary; or (B) any Person that is acquired by or merged or consolidated with or into
the Borrower or any Restricted Subsidiary (including Indebtedness thereof Incurred in connection with any such acquisition, merger
or consolidation); provided that on the date of such acquisition, merger or consolidation, after giving effect thereto,
either (1) the Borrower would have a Consolidated Total Leverage Ratio equal to or less than 6.30:1.00, (2) the Consolidated
Total Leverage Ratio of the Borrower would equal or be less than the Consolidated Total Leverage Ratio of the Borrower immediately
prior to giving effect thereto, (3) the Borrower could Incur at least $1.00 of additional Indebtedness pursuant to Subsection
8.1(a) or (4) the Consolidated Coverage Ratio of the Borrower would equal or be greater than the Consolidated Coverage
Ratio of the Borrower immediately prior to giving effect thereto; provided, further, that if, at the Borrower’s
option, on the date of the initial borrowing of such Indebtedness or entry into the definitive agreement providing the commitment
to fund such Indebtedness, pro forma effect is given to the Incurrence of the entire committed amount of such Indebtedness, such
committed amount may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance
with this clause (x); and any Refinancing Indebtedness with respect to any such Indebtedness;


 




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(xi)         Contribution
Indebtedness and any Refinancing Indebtedness with respect thereto;


 


(xii)        Indebtedness
issuable upon the conversion or exchange of shares of Disqualified Stock issued in accordance with Subsection 8.1(a), and
any Refinancing Indebtedness with respect thereto;


 


(xiii)       Indebtedness
of the Borrower or any Restricted Subsidiary in an aggregate principal amount at any time outstanding not exceeding an amount equal
to the greater of $250,000,000 and 66.00% of Four Quarter Consolidated EBITDA;


 


(xiv)       Indebtedness
of the Borrower or any Restricted Subsidiary Incurred as consideration in connection with or otherwise to finance any acquisition
of assets (including Capital Stock), business or Person, or any merger or consolidation of any Person with or into the Borrower
or any Restricted Subsidiary, and any Refinancing Indebtedness with respect thereto, in an aggregate principal amount at any time
outstanding not exceeding an amount equal to the greater of $90,000,000 and 24.00% of Four Quarter Consolidated EBITDA;


 


(xv)        Indebtedness
of any Foreign Subsidiary in an aggregate principal amount at any time outstanding not exceeding an amount equal to the sum of
(i) the greater of $130,000,000 and 35.00% of Four Quarter Consolidated EBITDA and (ii) an amount equal to (but not
less than zero) (A) the Foreign Borrowing Base less (B) the aggregate principal amount of Indebtedness Incurred
by Special Purpose Subsidiaries that are Foreign Subsidiaries and then outstanding pursuant to clause (ix) of this paragraph (b),
less (C) the aggregate principal amount of Indebtedness Incurred and then outstanding pursuant to Subsection 8.1(b)(i)(I)(1)
in excess of the Domestic Borrowing Base, plus (D) in the event of any refinancing of any Indebtedness Incurred under
this clause (xv), the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued
and unpaid interest) Incurred or payable in connection with such refinancing; and


 


(xvi)       Indebtedness
of the Borrower or any Restricted Subsidiary in an aggregate principal amount not greater than the aggregate amount of Restricted
Payments which could be made at the time of such Incurrence pursuant to Subsection 8.2(b)(v) or (b)(vi); and any
Refinancing Indebtedness with respect thereto; provided that the Incurrence of Indebtedness in reliance on amounts available
for making Restricted Payments pursuant to any of the foregoing clauses of Subsection 8.2 shall reduce the amount available
under any such applicable clause by an amount equal to the outstanding principal amount of such Indebtedness.


 




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(c)          For
purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant
to and in compliance with, this Subsection 8.1, (i) any other obligation of the obligor on such Indebtedness (or
of any other Person who could have Incurred such Indebtedness under this Subsection 8.1) arising under any Guarantee, Lien
or letter of credit, bankers’ acceptance or other similar instrument or obligation supporting such Indebtedness shall be
disregarded to the extent that such Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument
or obligation secures the principal amount of such Indebtedness; (ii) in the event that Indebtedness Incurred pursuant to
Subsection 8.1(b) meets the criteria of more than one of the types of Indebtedness described in Subsection 8.1(b),
the Borrower, in its sole discretion, shall classify such item of Indebtedness and may include the amount and type of such Indebtedness
in one or more of the clauses or subclauses of Subsection 8.1(b) (including in part under one such clause or subclause and
in part under another such clause or subclause); provided that (if the Borrower shall so determine) any Indebtedness Incurred
pursuant to (x) Subsection 8.1(b)(iv), (b)(viii)(H), (b)(xiii), (b)(xiv) or (b)(xv) shall
cease to be deemed Incurred or outstanding for purposes of such clause or subclause but shall be deemed Incurred for the purposes
of Subsection 8.1(a) from and after the first date on which the Borrower or any Restricted Subsidiary could have Incurred
such Indebtedness under Subsection 8.1(a) without reliance on such clause or subclause and (y) the Cash Capped Incremental
Facility shall cease to be deemed Incurred or outstanding for purposes of such definition but shall be deemed Incurred for the
purposes of the Ratio Incremental Facility from and after the first date on which the Borrower could have Incurred such Indebtedness
under the Ratio Incremental Facility without reliance on such provision; (iii) in the event that Indebtedness could be Incurred
in part under Subsection 8.1(a), the Borrower, in its sole discretion, may classify a portion of such Indebtedness as having
been Incurred under Subsection 8.1(a) and the remainder of such Indebtedness as having been Incurred under Subsection
8.1(b); (iv) the amount of Indebtedness issued at a price that is less than the principal amount thereof shall be equal
to the amount of the liability in respect thereof determined in accordance with GAAP; (v) the principal amount of Indebtedness
outstanding under any clause or subclause of Subsection 8.1, including for purposes of any determination of the “Maximum
Incremental Facilities Amount”, shall be determined after giving effect to the application of proceeds of any such Indebtedness
to refinance any such other Indebtedness; (vi) if any commitments in respect of revolving or deferred draw Indebtedness
are established in reliance on any provision of Subsection 8.1(b) measured by reference to a percentage of Four Quarter
Consolidated EBITDA after giving pro forma effect to the Incurrence of the entire committed amount, such amount may thereafter
be borrowed and reborrowed, in whole or in part, from time to time, irrespective of whether or not such Incurrence would cause
such percentage of Four Quarter Consolidated EBITDA to be exceeded; (vii) if any Indebtedness is Incurred to refinance
Indebtedness (or unutilized commitments in respect of Indebtedness) initially Incurred (or established) (or, to refinance Indebtedness
Incurred (or commitments established)) to refinance Indebtedness initially Incurred (or commitments initially established) in reliance
on any provision of Subsection 8.1(b) measured by reference to a percentage of Four Quarter Consolidated EBITDA at
the time of Incurrence, and such refinancing would cause such percentage of Four Quarter Consolidated EBITDA to be exceeded if
calculated based on the percentage of Four Quarter Consolidated EBITDA on the date of such refinancing, such percentage of Four
Quarter Consolidated EBITDA shall not be deemed to be exceeded (and such refinancing Indebtedness shall be deemed permitted) so
long as the principal amount of such refinancing Indebtedness does not exceed an amount equal to the principal amount of such Indebtedness
being refinanced, plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued
and unpaid interest) Incurred or payable in connection with such refinancing; and (viii) if any Indebtedness is Incurred
to refinance Indebtedness initially Incurred (or, Indebtedness Incurred to refinance Indebtedness initially Incurred) in reliance
on any provision of Subsection 8.1(b) measured by a dollar amount, such dollar amount shall not be deemed to be exceeded
(and such refinancing Indebtedness shall be deemed permitted) to the extent the principal amount of such newly Incurred Indebtedness
does not exceed an amount equal to the principal amount of such Indebtedness being refinanced, plus the aggregate amount
of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred or payable
in connection with such refinancing. Notwithstanding anything herein to the contrary, Indebtedness Incurred by the Borrower on
the Closing Date under this Agreement or the Senior ABL Agreement, shall be classified as Incurred under Subsection 8.1(b),
and not under Subsection 8.1(a), and may not later be reclassified.


 




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(d)          For
purposes of determining compliance with any provision of Subsection 8.1(b) (or any category of Permitted Liens described
in the definition thereof) measured by a dollar amount or by reference to a percentage of Four Quarter Consolidated EBITDA, in
each case, for the Incurrence of Indebtedness or Liens securing Indebtedness denominated in a foreign currency, the dollar equivalent
principal amount of such Indebtedness Incurred pursuant thereto shall be calculated based on the relevant currency exchange rate
in effect on the date that such Indebtedness was Incurred, in the case of term Indebtedness, or first committed, in the case of
revolving or deferred draw Indebtedness; provided that (x) the dollar equivalent principal amount of any such Indebtedness
outstanding on the Closing Date shall be calculated based on the relevant currency exchange rate in effect on the Closing Date,
(y) if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency (or in a different
currency from such Indebtedness so being Incurred), and such refinancing would cause the applicable provision of paragraph (b)
above (or category of Permitted Liens) measured by a dollar amount or by reference to a percentage of Four Quarter Consolidated
EBITDA to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such provision
of Subsection 8.1(b) (or category of Permitted Liens) measured by a dollar amount or by reference to a percentage of Four
Quarter Consolidated EBITDA shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness
does not exceed (i) the outstanding or committed principal amount (whichever is higher) of such Indebtedness being refinanced
plus (ii) the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including
accrued and unpaid interest) Incurred or payable in connection with such refinancing and (z) the dollar equivalent principal
amount of Indebtedness denominated in a foreign currency and Incurred pursuant to this Agreement or any Senior ABL Facility shall
be calculated based on the relevant currency exchange rate in effect on, at the Borrower’s option, (A) the Closing
Date, (B) any date on which any of the respective commitments under this Agreement or the applicable Senior ABL Facility
shall be reallocated between or among facilities or subfacilities hereunder or thereunder, or on which such rate is otherwise calculated
for any purpose thereunder or (C) the date of such Incurrence. The principal amount of any Indebtedness Incurred to refinance
other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the
currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the
date of such refinancing.


 




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8.2           Limitation
on Restricted Payments. (a) The Borrower shall not, and shall not permit any Restricted Subsidiary, directly or indirectly,
to (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock (including any such payment
in connection with any merger or consolidation to which the Borrower is a party) except (x) dividends or distributions payable
solely in its Capital Stock (other than Disqualified Stock) and (y) dividends or distributions payable to the Borrower or
any Restricted Subsidiary (and, in the case of any such Restricted Subsidiary making such dividend or distribution, to other holders
of its Capital Stock on no more than a pro rata basis, measured by value), (ii) purchase, redeem, retire or otherwise acquire
for value any Capital Stock of the Borrower held by Persons other than the Borrower or a Restricted Subsidiary (other than any
acquisition of Capital Stock deemed to occur upon the exercise of options if such Capital Stock represents a portion of the exercise
price thereof), (iii) voluntarily purchase, repurchase, redeem, defease or otherwise voluntarily acquire or retire for value,
prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Junior Debt (other than a purchase, repurchase,
redemption, defeasance or other acquisition or retirement for value in anticipation of satisfying a sinking fund obligation, principal
installment or final maturity, in each case due within one year of the date of such purchase, repurchase, redemption, defeasance
or other acquisition or retirement) or (iv) make any Investment (other than a Permitted Investment) in any Person (any such
dividend, distribution, purchase, repurchase, redemption, defeasance, other acquisition or retirement or Investment being herein
referred to as a “Restricted Payment”), if at the time the Borrower or such Restricted Subsidiary makes such
Restricted Payment after giving effect thereto:


 


(1)         an
Event of Default under Subsection 9.1(a), (c), (e), (f), (h), (i), (j) or (k),
or another Event of Default known to the Borrower shall have occurred and be continuing (or would result therefrom);


 


(2)         the
Borrower could not Incur at least an additional $1.00 of Indebtedness pursuant to Subsection 8.1(a); or


 


(3)         the
aggregate amount of such Restricted Payment and all other Restricted Payments (the amount so expended, if other than in cash, to
be as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a resolution
of the Board of Directors) declared or made subsequent to the Closing Date and then outstanding would exceed, without duplication,
the sum of:


 


(A)         50.0%
of the Consolidated Net Income accrued during the period (treated as one accounting period) beginning on the first day of the Fiscal
Quarter of the Borrower in which the Closing Date occurs to the end of the most recent Fiscal Quarter of the Borrower ending prior
to the date of such Restricted Payment for which consolidated financial statements of the Borrower are available (or, in case such
Consolidated Net Income shall be a negative number, 100.0% of such negative number);


 


(B)         the
aggregate Net Cash Proceeds and the fair value (as determined in good faith by the Borrower, which determination shall be conclusive)
of property or assets received (x) by the Borrower as capital contributions to the Borrower after the Closing Date or from
the issuance or sale (other than to a Restricted Subsidiary) of its Capital Stock (other than Disqualified Stock) after the Closing
Date (other than Excluded Contributions, Contribution Amounts and Cure Amounts) or (y) by the Borrower or any Restricted
Subsidiary from the Incurrence by the Borrower or any Restricted Subsidiary after the Closing Date of Indebtedness that shall have
been converted into or exchanged for Capital Stock of the Borrower (other than Disqualified Stock) or Capital Stock of any Parent
Entity, plus the amount of any cash and the fair value (as determined in good faith by the Borrower, which determination
shall be conclusive) of any property or assets, received by the Borrower or any Restricted Subsidiary upon such conversion or exchange;


 




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(C)         (i)
the aggregate amount of cash and the fair value (as determined in good faith by the Borrower, which determination shall be conclusive)
of any property or assets received from dividends, distributions, interest payments, return of capital, repayments of Investments
or other transfers of assets to the Borrower or any Restricted Subsidiary from any Unrestricted Subsidiary, including dividends
or other distributions related to dividends or other distributions made pursuant to Subsection 8.2(b)(ix), plus (ii) the
aggregate amount resulting from the redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary (valued in each case
as provided in the definition of “Investment”); and


 


(D)         in
the case of any disposition or repayment of any Investment constituting a Restricted Payment (without duplication of any amount
deducted in calculating the amount of Investments at any time outstanding included in the amount of Restricted Payments), the aggregate
amount of cash and the fair value (as determined in good faith by the Borrower, which determination shall be conclusive) of any
property or assets received by the Borrower or a Restricted Subsidiary with respect to all such dispositions and repayments.


 


(b)          The
provisions of Subsection 8.2(a) do not prohibit any of the following (each, a “Permitted Payment”):


 


(i)          (x)
any purchase, redemption, repurchase, defeasance or other acquisition or retirement of Capital Stock of the Borrower (“Treasury
Capital Stock”) or any Junior Debt made by exchange (including any such exchange pursuant to the exercise of a conversion
right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares) for, or out of the proceeds
of the issuance or sale of, Capital Stock of the Borrower (other than Disqualified Stock and other than Capital Stock issued or
sold to a Subsidiary) (“Refunding Capital Stock”) or a capital contribution to the Borrower, in each case other
than Excluded Contributions, Contribution Amounts and Cure Amounts; provided that the Net Cash Proceeds from such issuance,
sale or capital contribution shall be excluded in subsequent calculations under Subsection 8.2(a)(3)(B); and (y)
if immediately prior to such acquisition or retirement of such Treasury Capital Stock, dividends thereon were permitted pursuant
to Subsection 8.2(b)(xi), dividends on such Refunding Capital Stock in an aggregate amount per annum not exceeding the aggregate
amount per annum of dividends so permitted on such Treasury Capital Stock;


 


(ii)         any
dividend paid or redemption made within 60 days after the date of declaration thereof or of the giving of notice thereof, as applicable,
if at such date of declaration or the giving of such notice, such dividend or redemption would have complied with this Subsection
8.2;


 




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(iii)        Investments
or other Restricted Payments (x) in an aggregate amount outstanding at any time not to exceed the amount of Excluded Contributions
or (y) without duplication of clause (x), in an amount equal to the lesser of (A) the Net Available Cash from an
Asset Disposition in respect of property or assets acquired after the Closing Date, if and to the extent the acquisition of such
property or assets was financed with Excluded Contributions and (B) an amount equal to the amount of Excluded Contributions
applied to finance such acquisitions of property or assets;


 


(iv)        loans,
advances, dividends or distributions by the Borrower to any Parent Entity (whether made directly or indirectly) to permit any Parent
Entity to repurchase or otherwise acquire its Capital Stock (including any options, warrants or other rights in respect thereof),
or payments by the Borrower to repurchase or otherwise acquire Capital Stock of any Parent Entity or the Borrower (including any
options, warrants or other rights in respect thereof), in each case from current or former Management Investors (including any
repurchase or acquisition by reason of the Borrower or any Parent Entity retaining any Capital Stock, option, warrant or other
right in respect of tax withholding obligations, and any related payment in respect of any such obligation), such payments, loans,
advances, dividends or distributions not to exceed an amount (net of repayments of any such loans or advances) equal to (x) (1) $35,000,000,
plus (2) $35,000,000 multiplied by the number of calendar years that have commenced since the Closing Date,
plus (y) the Net Cash Proceeds received by the Borrower since the Closing Date from, or as a capital contribution
from, the issuance or sale to Management Investors of Capital Stock (including any options, warrants or other rights in respect
thereof), to the extent such Net Cash Proceeds are not included in any calculation under Subsection 8.2(a)(3)(B)(x), plus
(z) the cash proceeds of key man life insurance policies received by the Borrower or any Restricted Subsidiary (or
by any Parent Entity and contributed to the Borrower) since the Closing Date to the extent such cash proceeds are not included
in any calculation under Subsection 8.2(a)(3)(A); provided that any cancellation of Indebtedness owing to the Borrower
or any Restricted Subsidiary by any current or former Management Investor in connection with any repurchase or other acquisition
of Capital Stock (including any options, warrants or other rights in respect thereof) from any Management Investor shall not constitute
a Restricted Payment for purposes of this covenant or any other provision of this Agreement;


 


(v)         Restricted
Payments following a Qualified IPO in an amount not to exceed in any fiscal year of the Borrower the greater of (x) 6.0%
of the aggregate gross proceeds received by the Borrower (whether directly, or indirectly through a contribution to common equity
capital) in or from such Qualified IPO and (y) 6.0% of Market Capitalization;


 


(vi)        Restricted
Payments (including loans or advances) in an aggregate amount outstanding at any time not to exceed an amount (net of repayments
of any such loans or advances) equal to the sum of (x) the greater of $100,000,000 and 26.50% of Four Quarter Consolidated
EBITDA plus (y) the aggregate of all Declined Amounts;


 




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(vii)       loans,
advances, dividends, distributions or other payments by the Borrower or any Restricted Subsidiary to any Parent Entity or Investor
Partnership (A) to satisfy or permit any Parent Entity to satisfy obligations under the Transaction Agreements, (B)
pursuant to the Tax Sharing Agreement or (C) to pay or permit any Parent Entity or Investor Partnership to pay (but without
duplication) any Parent Expenses or any Related Taxes;


 


(viii)      payments
by the Borrower, or loans, advances, dividends or distributions by the Borrower to any Parent Entity to make payments, to holders
of Capital Stock of the Borrower or any Parent Entity in lieu of issuance of fractional shares of such Capital Stock;


 


(ix)         dividends
or other distributions of, or Investments paid for or made with, Capital Stock, Indebtedness or other securities of Unrestricted
Subsidiaries;


 


(x)          any
Restricted Payment pursuant to or in connection with the Transactions (including any payments contemplated by the Ply Gem Tax Receivable
Agreement);


 


(xi)         (A)
dividends on any Designated Preferred Stock of the Borrower issued after the Closing Date; provided that at the time of
such issuance and after giving effect thereto on a pro forma basis, the Consolidated Coverage Ratio would be equal to or greater
than 2.00:1.00, (B) loans, advances, dividends or distributions to any Parent Entity to permit dividends on any Designated
Preferred Stock of any Parent Entity issued after the Closing Date if the net proceeds of the issuance of such Designated Preferred
Stock have been contributed to the Borrower or any of its Restricted Subsidiaries; provided that the aggregate amount of
all loans, advances, dividends or distributions paid pursuant to this subclause (B) shall not exceed the net proceeds of such issuance
of Designated Preferred Stock received by or contributed to the Borrower or any of its Restricted Subsidiaries, or (C) any
dividend on Refunding Capital Stock of the Borrower that is Preferred Stock; provided that at the time of the declaration
of such dividend and after giving effect thereto on a pro forma basis, the Consolidated Coverage Ratio would be equal to or greater
than 2.00:1.00;


 


(xii)        distributions
or payments of Special Purpose Financing Fees;


 


(xiii)       the
declaration and payment of dividends to holders of any class or series of Disqualified Stock, or of any Preferred Stock of a Restricted
Subsidiary, Incurred in accordance with the terms of Subsection 8.1;


 


(xiv)      any
purchase, redemption, repurchase, defeasance or other acquisition or retirement of any Junior Debt (u) made by exchange
for, or out of the proceeds of the Incurrence of, (1) Refinancing Indebtedness Incurred in compliance with Subsection
8.1 or (2) new Indebtedness of the Borrower, or a Restricted Subsidiary, as the case may be, Incurred in compliance
with Subsection 8.1, so long as such new Indebtedness satisfies all requirements for “Refinancing Indebtedness”
set forth in the definition thereof applicable to a refinancing of such Junior Debt, (v) from Net Available Cash or an equivalent
amount to the extent permitted by Subsection 8.4, (w) from declined amounts as contemplated by Subsection 4.4(h),
(x) following the occurrence of a Change of Control (or other similar event described therein as a “change of control”),
but only if the Borrower shall have complied with Subsection 8.8(a) prior to purchasing, redeeming, repurchasing, defeasing,
acquiring, retiring or repaying such Junior Debt, (y) constituting Acquired Indebtedness or (z) in an aggregate amount
at any time not exceeding an amount equal to the greater of $70,000,000 and 20.00% of Four Quarter Consolidated EBITDA;


 




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(xv)       Investments
in Unrestricted Subsidiaries in an aggregate amount outstanding at any time not exceeding an amount equal to the greater of $110,000,000
and 30.00% of Four Quarter Consolidated EBITDA;


 


(xvi)      (x)
any Restricted Payments of the type described in clauses (i) or (ii) of the definition thereof contained in Subsection 8.2(a);
provided that on a pro forma basis after giving effect to such Restricted Payment the Consolidated Total Leverage Ratio
would be equal to or less than 5.25:1.00 and (y) any Restricted Payments of the type described in clauses (iii) or (iv)
of the definition thereof contained in Subsection 8.2(a); provided that on a pro forma basis after giving effect
to such Restricted Payment the Consolidated Total Leverage Ratio would be equal to or less than 5.50:1.00; and


 


(xvii)     Restricted
Payments in cash to pay or permit any Parent Entity to pay any amounts payable in respect of guarantees, indemnities, obligations
in respect of earn-outs or other purchase price adjustments, or similar obligations, incurred in connection with the acquisition
or disposition of any business, assets or Person, as long as such business, assets or Person have been acquired by or disposed
of by the Borrower or a Restricted Subsidiary, or such business, assets or Person (or in the case of a disposition, the Net Available
Cash thereof) have been contributed to the Borrower or a Restricted Subsidiary;


 


provided that (A) in the
case of Subsections 8.2(b)(ii) and (viii), the net amount of any such Permitted Payment shall be included in subsequent
calculations of the amount of Restricted Payments, (B) in all cases other than pursuant to clause (A) immediately above,
the net amount of any such Permitted Payment shall be excluded in subsequent calculations of the amount of Restricted Payments
and (C) solely with respect to Subsection 8.2(b)(vi), Subsection 8.2(b)(xvi)(x) and, solely with respect to
Restricted Payments of the type described in clause (iii) of the definition thereof contained in Subsection 8.2(a), Subsection
8.2(b)(xvi)(y), no Event of Default under Subsection 9.1(a), (c), (e), (f), (h), (i),
(j) or (k) or other Event of Default known to the Borrower shall have occurred and be continuing at the time of any
such Permitted Payment after giving effect thereto. The amount of any Investment or other Restricted Payment, if other than in
cash, shall be determined in good faith by the Borrower, which determination shall be conclusive. The Borrower, in its sole discretion,
may classify any Investment or other Restricted Payment as being made in part under one of the provisions of this Subsection
8.2 (or, in the case of any Investment, the clauses or subclauses of Permitted Investments) and in part under one or more other
such provisions (or, as applicable, such clauses or subclauses).


 




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Notwithstanding any other
provision of this Agreement, this Agreement shall not restrict any redemption or other payment by the Borrower or any Restricted
Subsidiary made as a mandatory principal redemption or other payment in respect of Junior Debt pursuant to an “AHYDO saver”
provision of any agreement or instrument in respect of Junior Debt, and the Borrower’s determination in good faith (which
determination shall be conclusive) of the amount of any such “AHYDO saver” mandatory principal redemption or other
payment shall be conclusive and binding for all purposes under this Agreement.


 


8.3           Limitation
on Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, create or otherwise cause
to exist or become effective any consensual encumbrance or restriction on (i) the ability of the Borrower or any of its
Restricted Subsidiaries (other than any Foreign Subsidiaries or any Excluded Subsidiaries) to create, incur, assume or suffer to
exist any Lien in favor of the Lenders in respect of obligations and liabilities under this Agreement or any other Loan Documents
upon any of its property, assets or revenues constituting Cash Flow Priority Collateral as and to the extent contemplated by this
Agreement and the other Loan Documents, whether now owned or hereafter acquired or (ii) the ability of any Restricted Subsidiary
to (x) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed
to the Borrower, (y) make any loans or advances to the Borrower or (z) transfer any of its property or assets to
the Borrower (provided that dividend or liquidation priority between classes of Capital Stock, or subordination of any obligation
(including the application of any remedy bars thereto) to any other obligation, will not be deemed to constitute such an encumbrance
or restriction), except any encumbrance or restriction:


 


(a)          pursuant
to an agreement or instrument in effect at or entered into on the Closing Date, this Agreement and the other Loan Documents, the
ABL Facility Documents, the Senior Notes Documents, the ABL/Cash Flow Intercreditor Agreement and, on and after the execution and
delivery thereof, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement, any Intercreditor Agreement Supplement,
any Permitted Debt Exchange Notes (and any related documents) and any Additional Obligations Documents;


 


(b)          pursuant
to any agreement or instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired
by or merged or consolidated with or into the Borrower or any Restricted Subsidiary, or which agreement or instrument is assumed
by the Borrower or any Restricted Subsidiary in connection with an acquisition of assets from such Person or any other transaction
entered into in connection with any such acquisition, merger or consolidation, as in effect at the time of such acquisition, merger,
consolidation or transaction (except to the extent that such Indebtedness was incurred to finance, or otherwise in connection with,
such acquisition, merger, consolidation or transaction); provided that for purposes of this Subsection 8.3(b), if
a Person other than the Borrower is the Successor Borrower with respect thereto, any Subsidiary thereof or agreement or instrument
of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Borrower or a Restricted
Subsidiary, as the case may be, when such Person becomes such Successor Borrower;


 




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(c)          pursuant
to an agreement or instrument (a “Refinancing Agreement”) effecting a refinancing of Indebtedness Incurred or
outstanding pursuant or relating to, or that otherwise extends, renews, refunds, refinances or replaces, any agreement or instrument
referred to in Subsection 8.3(a) or (b) or this Subsection 8.3(c) (an “Initial Agreement”)
or that is, or is contained in, any amendment, supplement or other modification to an Initial Agreement or Refinancing Agreement
(an “Amendment”); provided, however, that the encumbrances and restrictions contained in any such
Refinancing Agreement or Amendment taken as a whole are not materially less favorable to the Lenders than encumbrances and restrictions
contained in the Initial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates (as determined
in good faith by the Borrower, which determination shall be conclusive);


 


(d)          (i)
pursuant to any agreement or instrument that restricts in a customary manner (as determined by the Borrower in good faith, which
determination shall be conclusive) the assignment or transfer thereof, or the subletting, assignment or transfer of any property
or asset subject thereto, (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to, or
Lien on, any property or assets of the Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement, (iii)
contained in mortgages, pledges or other security agreements securing Indebtedness or other obligations of the Borrower or a Restricted
Subsidiary to the extent restricting the transfer of the property or assets subject thereto, (iv) pursuant to customary
provisions (as determined by the Borrower in good faith, which determination shall be conclusive) restricting dispositions of real
property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary, (v) pursuant
to Purchase Money Obligations that impose encumbrances or restrictions on the property or assets so acquired, (vi) on cash
or other deposits or net worth or inventory imposed by customers or suppliers under agreements entered into in the ordinary course
of business, (vii) pursuant to customary provisions (as determined by the Borrower in good faith, which determination shall
be conclusive) contained in agreements and instruments entered into in the ordinary course of business (including but not limited
to leases and licenses) or in joint venture and other similar agreements or in shareholder, partnership, limited liability company
and other similar agreements in respect of non-wholly owned Restricted Subsidiaries, (viii) that arises or is agreed to
in the ordinary course of business and does not detract from the value of property or assets of the Borrower or any Restricted
Subsidiary in any manner material to the Borrower or such Restricted Subsidiary, (ix) pursuant to Hedging Obligations or
Bank Products Obligations or (x) that arises under the terms of documentation governing any factoring agreement or
any similar arrangements that in the good faith determination of the Borrower, which determination shall be conclusive, are necessary
or appropriate to effect such factoring agreement or similar arrangements;


 


(e)          with
respect to any agreement for the direct or indirect disposition of Capital Stock, property or assets of any Person, imposing restrictions
with respect to such Person, Capital Stock, property or assets pending the closing of such sale or disposition;


 


(f)          by
reason of any applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Borrower
or any Restricted Subsidiary or any of their businesses, including any such law, rule, regulation, order or requirement applicable
in connection with such Restricted Subsidiary’s status (or the status of any Subsidiary of such Restricted Subsidiary) as
a Captive Insurance Subsidiary;


 




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(g)          pursuant
to an agreement or instrument (i) relating to any Indebtedness permitted to be Incurred subsequent to the Closing Date pursuant
to Subsection 8.1 (x) if the encumbrances and restrictions contained in any such agreement or instrument taken as
a whole are not materially less favorable to the Lenders than the encumbrances and restrictions contained in the Initial Agreements
(as determined in good faith by the Borrower, which determination shall be conclusive), or (y) if such encumbrance or restriction
is not materially more disadvantageous to the Lenders than is customary in comparable financings (as determined in good faith by
the Borrower, which determination shall be conclusive) and either (1) the Borrower determines in good faith, which determination
shall be conclusive, that such encumbrance or restriction will not materially affect the Borrower’s ability to create and
maintain the Liens on the Cash Flow Priority Collateral pursuant to the Security Documents and make principal or interest payments
on the Loans or (2) such encumbrance or restriction applies only if a default occurs under a circumstance described in Subsection
9.1(f) or in respect of a payment or financial covenant relating to such Indebtedness, (ii) relating to any sale of
receivables by or Indebtedness of a Foreign Subsidiary or (iii) relating to Indebtedness of or a Financing Disposition by
or to or in favor of any Special Purpose Entity;


 


(h)          any
agreement relating to intercreditor arrangements and related rights and obligations, to or by which the Lenders and/or the Administrative
Agent, the Collateral Agent or any other agent, trustee or representative on their behalf may be party or bound at any time or
from time to time, and any agreement providing that in the event that a Lien is granted for the benefit of the Lenders another
Person shall also receive a Lien, which Lien is permitted by Subsection 8.6; or


 


(i)          any
agreement governing or relating to Indebtedness and/or other obligations and liabilities secured by a Lien permitted by Subsection
8.6 (in which case any restriction shall only be effective against the assets subject to such Lien, except as may be otherwise
permitted under this Subsection 8.3).


 


8.4           Limitation
on Sales of Assets and Subsidiary Stock. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, make
any Asset Disposition unless:


 


(i)          the
Borrower or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming
responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair
market value (as of the date on which a legally binding commitment for such Asset Disposition was entered into) of the shares and
assets subject to such Asset Disposition, as such fair market value may be determined in good faith by the Borrower, whose determination
shall be conclusive (including as to the value of all non-cash consideration);


 




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(ii)         in
the case of any Asset Disposition (or series of related Asset Dispositions) having a fair market value (as determined in good faith
by the Borrower, whose determination shall be conclusive, as of the date on which a legally binding commitment for such Asset Disposition
was entered into) of $75,000,000 or more, at least 75.0% of the consideration therefor (excluding, in the case of an Asset Disposition
(or series of related Asset Dispositions), any consideration by way of relief from, or by any other Person assuming responsibility
for, any liabilities, contingent or otherwise, that are not Indebtedness) received by the Borrower or such Restricted Subsidiary
for such Asset Disposition, together with all other Asset Dispositions since the Closing Date (on a cumulative basis) received
by the Borrower or any Restricted Subsidiary, is in the form of cash; and


 


(iii)        either
(x) if the Borrower or such Restricted Subsidiary elects, to the extent such Asset Disposition or Recovery Event is an Asset
Disposition or Recovery Event of assets that constitute ABL Priority Collateral, to purchase, redeem, repay or prepay, to the extent
the Borrower or any Restricted Subsidiary is required by the terms thereof, Indebtedness under the Senior ABL Facility or (in the
case of letters of credit, bankers’ acceptances or other similar instruments issued thereunder) cash collateralize any such
Indebtedness within the time period required by such Indebtedness after the later of the date of such Asset Disposition or Recovery
Event, as the case may be, and the date of receipt of such Net Available Cash or (y) to the extent required by Subsection
8.4(b), the Net Available Cash from such Asset Disposition (such amount, the “Net Available Cash Amount”)
is applied by the Borrower (or any Restricted Subsidiary, as the case may be) as provided therein.


 


(b)          In
the event that on or after the Closing Date the Borrower or any Restricted Subsidiary shall make an Asset Disposition or a Recovery
Event in respect of Collateral shall occur, subject to Subsection 8.4(a), an amount equal to 100.0% of the Net Available
Cash from such Asset Disposition or Recovery Event shall be applied by the Borrower (or any Restricted Subsidiary, as the case
may be) as follows:


 


(i)          first,
to the extent the Borrower or such Restricted Subsidiary elects (by delivery of an officer’s certificate by a Responsible
Officer to the Administrative Agent) to invest in Additional Assets (including by means of an investment in Additional Assets by
a Restricted Subsidiary with an amount equal to Net Available Cash received by the Borrower or another Restricted Subsidiary) within
(x) 540 days after the later of the date of such Asset Disposition or Recovery Event, as the case may be, and the date of
receipt of such Net Available Cash (such period the “Reinvestment Period”) or, (y) if such investment
in Additional Assets is a project authorized by the Board of Directors that will take longer than such 540 days to complete and
is subject to a binding written commitment entered into during the Reinvestment Period, an additional 180 days after the last day
of the Reinvestment Period (it being understood and agreed that if no such investment is made within the Reinvestment Period as
extended by this clause (y), the Borrower shall make the prepayments required by Subsection 8.4(b)(ii) within ten Business
Days after the earlier to occur of (I) the last day of such Reinvestment Period as extended by this clause (y) and (II)
the date the Borrower elects not to pursue such investment);


 




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(ii)         second,
(1) if no application of Net Available Cash election is made pursuant to the preceding clause (i) with respect to such Asset
Disposition or Recovery Event or (2) if such election is made to the extent of the balance of such Net Available Cash or
equivalent amount after application in accordance with Subsection 8.4(b)(i), within ten Business Days after the end of the
Reinvestment Period specified in clause (i) above (as extended pursuant to clause (y) of such clause (i)) (x) to the extent
such Asset Disposition or Recovery Event is an Asset Disposition or Recovery Event of assets that constitute Collateral, to purchase,
redeem, repay, prepay, make an offer to prepay or repurchase, or deliver a notice of redemption, in accordance with Subsection
4.4(e)(i) (subject to Subsection 4.4(h)) or the agreements or instruments governing the relevant Indebtedness described
in clause (B) below (subject to any provision under such agreement or instrument analogous to Subsection 4.4(h)), as applicable,
(A) the Term Loans and (B) to the extent the Borrower or any Restricted Subsidiary is required by the terms thereof
any Pari Passu Indebtedness on no more than a pro rata basis with the Term Loans and (y) to the extent such Asset Disposition
is an Asset Disposition of assets that do not constitute Collateral, to purchase, redeem, repay, prepay, make an offer to prepay
or repurchase, or deliver a notice of redemption, in accordance with Subsection 4.4(e)(i) (subject to Subsection 4.4(h))
or the agreements or instruments governing any relevant Indebtedness permitted under Subsection 8.1 (subject to any provision
under such agreement or instrument analogous to Subsection 4.4(h)), as applicable, (A) the Term Loans and (B)
to the extent the Borrower or any Restricted Subsidiary is required by the terms thereof, any other Indebtedness (other than Indebtedness
subordinated in right of payment to the Cash Flow Facilities Obligations) on no more than a pro rata basis with the Term Loans;
and


 


(iii)        third,
to the extent of the balance of such Net Available Cash Amount or equivalent amount after application in accordance with Subsections
8.4(b)(i) and (ii) above (including an amount equal to the amount of any prepayment otherwise contemplated by clause
(ii) above in connection with such Asset Disposition or Recovery Event that is declined by any Lender), to fund (to the extent
consistent with any other applicable provision of this Agreement) any general corporate purpose (including but not limited to the
repurchase, repayment or other acquisition or retirement of any Junior Debt or the making of other Restricted Payments);


 


provided,
however, that (1) in connection with any prepayment, repayment, purchase or redemption of Indebtedness pursuant
to clause (ii) above, the Borrower or such Restricted Subsidiary will retire such Indebtedness and will cause the related loan
commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, purchased or redeemed;
and (2) the Borrower (or any Restricted Subsidiary, as the case may be) may elect to invest in Additional Assets prior to
receiving the Net Available Cash attributable to any given Asset Disposition (provided that, such investment shall be made
no earlier than the earliest of notice of the relevant Asset Disposition to the Administrative Agent, execution of a definitive
agreement for the relevant Asset Disposition, and consummation of the relevant Asset Disposition) and deem the amount so invested
to be applied pursuant to and in accordance with Subsection 8.4(b)(i) above with respect to such Asset Disposition.


 




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(c)          Notwithstanding
the foregoing provisions of this Subsection 8.4, the Borrower and the Restricted Subsidiaries shall not be required to apply
any Net Available Cash or equivalent amount in accordance with this Subsection 8.4 except to the extent that (x)
the aggregate Net Available Cash from all Asset Dispositions and Recovery Events in respect of Collateral or equivalent amount
that is not applied in accordance with this Subsection 8.4 exceeds $50,000,000, in which case the Borrower and the Restricted
Subsidiaries shall apply all of such Net Available Cash from such Asset Dispositions and Recovery Events or equivalent amount from
such Asset Dispositions in excess of this $50,000,000 threshold in accordance with Subsection 8.4(b) or (y) the terms
of any Pari Passu Indebtedness would require Net Available Cash or the equivalent amount from such Asset Dispositions and Recovery
Events to be applied to purchase, redeem, repay or prepay such Indebtedness prior to reaching such $50,000,000 threshold.


 


(d)          For
the purposes of Subsection 8.4(a)(ii), the following are deemed to be cash: (1) Temporary Cash Investments and Cash
Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Restricted
Subsidiary and the release of the Borrower or such Restricted Subsidiary from all liability on payment of the principal amount
of such Indebtedness in connection with such Asset Disposition, (3) Indebtedness of any Restricted Subsidiary that is no
longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the Borrower and each other Restricted
Subsidiary are released from any Guarantee of payment of the principal amount of such Indebtedness in connection with such Asset
Disposition, (4) securities received by the Borrower or any Restricted Subsidiary from the transferee that are converted
by the Borrower or such Restricted Subsidiary into cash within 180 days, (5) consideration consisting of Indebtedness of
the Borrower or any Restricted Subsidiary, (6) Additional Assets, and (7) any Designated Noncash Consideration received
by the Borrower or any of its Restricted Subsidiaries in an Asset Disposition having an aggregate fair market value (as determined
by the Borrower in good faith, which determination shall be conclusive), taken together with all other Designated Noncash Consideration
received pursuant to this clause (7), not to exceed an aggregate amount at any time outstanding equal to the greater of $110,000,000
and 30.00% of Four Quarter Consolidated EBITDA (with the fair market value (as determined by the Borrower in good faith, which
determination shall be conclusive) of each item of Designated Noncash Consideration being measured on the date a legally binding
commitment for such Asset Disposition (or, if later, for the payment of such item) was
entered into and without giving effect to subsequent changes in value).


 


8.5           Limitations
on Transactions with Affiliates. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly,
enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any
property or the rendering of any service) with any Affiliate of the Borrower (an “Affiliate Transaction”) involving
aggregate consideration in excess of $35,000,000 unless (i) the terms of such Affiliate Transaction are not materially less
favorable to the Borrower or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a
transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration
in excess of $70,000,000 the terms of such Affiliate Transaction have been approved by a majority of the Board of Directors. For
purposes of this Subsection 8.5(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth
in this Subsection 8.5(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors
or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal
or investment banking firm with respect to such Affiliate Transaction.


 




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(b)          The
provisions of Subsection 8.5(a) will not apply to:


 


(i)          any
Restricted Payment Transaction,


 


(ii)         (1)
the entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit
plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former management
member, employee, officer or director or consultant of or to the Borrower, any Restricted Subsidiary or any Parent Entity heretofore
or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance,
retirement, savings or other similar plans, programs or arrangements, (2) payments, compensation, performance of indemnification
or contribution obligations, the making or cancellation of loans in the ordinary course of business to any such management members,
employees, officers, directors or consultants, (3) any issuance, grant or award of stock, options, other equity related
interests or other securities, to any such management members, employees, officers, directors or consultants, (4) the payment
of reasonable fees to directors of the Borrower or any of its Subsidiaries or any Parent Entity (as determined in good faith by
the Borrower, such Subsidiary or such Parent Entity, which determination shall be conclusive) or (5) Management Advances
and payments in respect thereof (or in reimbursement of any expenses referred to in the definition of such term),


 


(iii)        any
transaction between or among any of the Borrower, one or more Restricted Subsidiaries, or one or more Special Purpose Entities,


 


(iv)        any
transaction arising out of agreements or instruments in existence on the Closing Date and set forth on Schedule 8.5 (other
than the Tax Sharing Agreement and any Transaction Agreements referred to in Subsection 8.5(b)(vii)), or any amendment,
supplement, waiver or other modification thereto (so long as such amendment, supplement, waiver or other modification is not disadvantageous
in any material respect in the good faith judgment of the Borrower, whose determination shall be conclusive, to the Lenders when
taken as a whole as compared to the applicable agreement or instrument as in effect on the Closing Date), and any payments made
pursuant thereto,


 


(v)         any
transaction in the ordinary course of business on terms that are fair to the Borrower and its Restricted Subsidiaries in the reasonable
determination of the Board of Directors or senior management of the Borrower, or are not materially less favorable to the Borrower
or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an
Affiliate of the Borrower,


 




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(vi)        any
transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Borrower or any
Restricted Subsidiary and any Affiliate of the Borrower controlled by the Borrower that is a joint venture or similar entity,


 


(vii)       (1)
the execution, delivery and performance of any obligations under the Tax Sharing Agreement and any Transaction Agreement, and (2)
payments to CD&R, Golden Gate, Kenner or any of their respective Affiliates (x) for any consulting services pursuant
to the CD&R Expense Reimbursement Agreement, the GGC Expense Reimbursement Agreement or as may be approved by a majority of
the Disinterested Directors, (y) in connection with any acquisition, disposition, merger, recapitalization or similar transactions,
which payments are made pursuant to the Transaction Agreements or are approved by a majority of the Board of Directors in good
faith, which determination shall be conclusive, and (z) of all out-of-pocket expenses incurred in connection with such services
or activities,


 


(viii)      the
Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses
paid or payable in connection with the Transactions, including the fees and out-of-pocket expenses of CD&R, Golden Gate, Kenner
and their respective Affiliates,


 


(ix)         any
issuance or sale of Capital Stock (other than Disqualified Stock) of the Borrower or Junior Capital or any capital contribution
to the Borrower,


 


(x)          (i)
any investment by any CD&R Investor, GGC Investor or Kenner Investor in securities or loans of the Borrower or any of its Restricted
Subsidiaries (and payment of out-of-pocket expenses incurred by any CD&R, GGC Investor or Kenner Investor in connection therewith)
so long as such investments are being offered generally to investors (other than CD&R Investors, GGC Investors and Kenner Investors)
on the same or more favorable terms and (ii) payments to any CD&R Investor, GGC Investor or Kenner Investor in respect
of securities or loans of the Borrower or any of its Restricted Subsidiaries contemplated in the foregoing subclause (i) or that
were acquired from Persons other than the Borrower and its Restricted Subsidiaries, in each case, in accordance with the terms
of such securities or loans, and


 


(xi)         the
pledge of Capital Stock, Indebtedness or other securities of any Unrestricted Subsidiary or joint venture to lenders to support
the Indebtedness or other obligations of such Unrestricted Subsidiary or joint venture, respectively, owed to such lenders.


 




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8.6           Limitation
on Liens. The Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit
to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person),
whether owned on the Closing Date or thereafter acquired, securing any Indebtedness (the “Initial Lien”) unless,
in the case of Initial Liens on any asset or property other than Collateral, the Cash Flow Facilities Obligations are equally and
ratably secured with (or on a senior basis to, in the case such Initial Lien secures any Junior Debt) the obligations secured by
such Initial Lien for so long as such obligations are so secured. Any such Lien created in favor of the Cash Flow Facilities Obligations
pursuant to the preceding sentence requiring an equal and ratable (or senior, as applicable) Lien for the benefit of the Cash Flow
Facilities Obligations will be automatically and unconditionally released and discharged upon (i) the release and discharge
of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any Subsidiary Guaranty, the termination
and discharge of such Subsidiary Guaranty in accordance with the terms thereof, hereof and of the ABL/Cash Flow Intercreditor Agreement,
any Junior Lien Intercreditor Agreement and any Other Intercreditor Agreement, in each case, to the extent applicable, or (iii)
any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the
Borrower that is governed by the provisions of Subsection 8.7) to any Person not an Affiliate of the Borrower of the property
or assets secured by such Initial Lien, or of all of the Capital Stock held by the Borrower or any Restricted Subsidiary in, or
all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.


 


8.7           Limitation
on Fundamental Changes. (a) The Borrower will not consolidate with or merge with or into, or convey, lease or otherwise transfer
all or substantially all its assets to, any Person, unless:


 


(i)          the
resulting, surviving or transferee Person (the “Successor Borrower”) will be a Person organized and existing
under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Borrower (if not
the Borrower) will expressly assume all the obligations of the Borrower under this Agreement and the Loan Documents to which it
is a party by executing and delivering to the Administrative Agent a joinder or one or more other documents or instruments in form
reasonably satisfactory to the Administrative Agent;


 


(ii)         immediately
after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Borrower or
any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Borrower or such Restricted
Subsidiary at the time of such transaction), no Default will have occurred and be continuing;


 


(iii)        immediately
after giving effect to such transaction, either (A) the Borrower (or, if applicable, the Successor Borrower with respect
thereto) could Incur at least $1.00 of additional Indebtedness pursuant to Subsection 8.1(a) or (B) the Consolidated
Coverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or exceed the Consolidated
Coverage Ratio of the Borrower immediately prior to giving effect to such transaction;


 


(iv)        each
Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary
Guaranty in connection with such transaction and (y) any party to any such consolidation or merger) shall have delivered
a joinder or other document or instrument in form reasonably satisfactory to the Administrative Agent, confirming its Subsidiary
Guaranty (other than any Subsidiary Guaranty that will be discharged or terminated in connection with such transaction);


 




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(v)         each
Subsidiary Guarantor (other than (x) any Subsidiary that will be released from its grant or pledge of Collateral under the
Guarantee and Collateral Agreement in connection with such transaction and (y) any party to any such consolidation or merger)
shall have by a supplement to the Guarantee and Collateral Agreement or another document or instrument affirmed that its obligations
thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (iv) above;


 


(vi)        each
grantor or mortgagor of a Mortgaged Fee Property (other than (x) any Subsidiary that will be released from its grant
or pledge of Collateral under the Guarantee and Collateral Agreement in connection with such transaction and (y) any
party to any such consolidation or merger) shall have affirmed that its obligations under the applicable Mortgage shall apply to
its Guarantee as reaffirmed pursuant to clause (iv) above; and


 


(vii)       the
Borrower will have delivered to the Administrative Agent a certificate signed by a Responsible Officer and a legal opinion, each
to the effect that such consolidation, merger or transfer complies with the provisions described in this Subsection 8.7(a);
provided that (x) in giving such opinion such counsel may rely on such certificate of a Responsible Officer as to
compliance with the foregoing clauses (ii) and (iii) of this Subsection 8.7(a) and as to any matters of fact, and (y)
no such legal opinion will be required for a consolidation, merger or transfer described in Subsection 8.7(d).


 


(b)          Any
Indebtedness that becomes an obligation of the Borrower (or, if applicable, any Successor Borrower with respect thereto) or any
Restricted Subsidiary (or that is deemed to be Incurred by any Restricted Subsidiary that becomes a Restricted Subsidiary) as a
result of any such transaction undertaken in compliance with this Subsection 8.7, and any Refinancing Indebtedness with
respect thereto, shall be deemed to have been Incurred in compliance with Subsection 8.1.


 


(c)          Upon
any transaction involving the Borrower in accordance with Subsection 8.7(a) in which the Borrower is not the Successor Borrower,
the Successor Borrower will succeed to, and be substituted for, and may exercise every right and power of, the Borrower under the
Loan Documents, and shall become the “Borrower” for all purposes of the Loan Documents, and thereafter the predecessor
Borrower shall be relieved of all obligations and covenants under the Loan Documents, and shall cease to constitute the “Borrower”
for all purposes of the Loan Documents, except that the predecessor Borrower in the case of a lease of all or substantially all
its assets will not be released from the obligation to pay the principal of and interest on the Term Loans.


 


(d)          Clauses
(ii) and (iii) of Subsection 8.7(a) will not apply to any transaction in which (I) the Borrower consolidates or merges
with or into or transfers all or substantially all its properties and assets to (x) an Affiliate incorporated or organized
for the purpose of reincorporating or reorganizing the Borrower in another jurisdiction or changing its legal structure to a corporation,
limited liability company or other entity or (y) a Restricted Subsidiary of the Borrower so long as all assets of the Borrower
and the Restricted Subsidiaries immediately prior to such transaction (other than Capital Stock of such Restricted Subsidiary)
are owned by such Restricted Subsidiary and its Restricted Subsidiaries immediately after the consummation thereof or (II)
an Escrow Subsidiary merges with and into the Borrower. Subsection 8.7(a) will not apply to (i) any transaction in
which any Restricted Subsidiary consolidates with, merges into or transfers all or part of its assets to the Borrower or (ii)
the Transactions.


 




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8.8           Change
of Control; Limitation on Amendments. The Borrower shall not and shall not permit any of its Restricted Subsidiaries to, directly
or indirectly:


 


(a)          In
the event of the occurrence of a Change of Control, repurchase or repay any Indebtedness then outstanding pursuant to any Junior
Debt or any portion thereof, unless the Borrower shall have, at its option, (i) made payment in full of the Loans (and
shall have terminated the Revolving Commitments) and any other amounts then due and owing to any Lender or the Administrative Agent
hereunder and under any Note or (ii) made an offer (a “Change of Control Offer”) to pay the Term
Loans and the Revolving Loans (and to terminate the related Revolving Commitments and cancel, backstop or cash collateralize on
terms satisfactory to each Issuing Bank any Letters of Credit issued by it) and any amounts then due and owing to each Lender and
the Administrative Agent hereunder and under any Note and shall have made payment in full thereof to (and terminated any related
applicable commitment of) each such Lender or the Administrative Agent which has accepted such offer (and to the extent the Outstanding
Amount of Revolving Loans and all L/C Obligations would exceed the remaining Revolving Commitments (such excess amount, the “Overdrawn
Amount”), provide to the Administrative Agent for the benefit of the applicable Issuing Bank cash collateral in an amount
equal to 101% of such Overdrawn Amount). Upon the Borrower making payment in full of the Loans and terminating the Revolving Commitments
as provided in clause (i) of this Subsection 8.8(a), or making a Change of Control Offer in accordance with clause
(ii) of this Subsection 8.8(a) (whether or not in connection with any repayment or repurchase of Indebtedness outstanding
pursuant to Junior Debt), any Event of Default arising under Subsection 9.1(k) by reason of such Change of Control
shall be deemed not to have occurred or be continuing.


 


(b)          (1)
Amend, supplement, waive or otherwise modify any of the provisions of any Senior Notes Documents in a manner that shortens the
maturity date of the Senior Notes to a date prior to the Initial Term Loan Maturity Date or provides for a shorter weighted average
life to maturity than the weighted average life to maturity of the Initial Term Loans at such time and (2) if an Event of
Default under Subsection 9.1(a) or (f) is continuing, amend, supplement, waive or otherwise modify any of the provisions
of any indenture, instrument or agreement evidencing Subordinated Obligations or Guarantor Subordinated Obligations in a manner
that (i) changes the subordination provisions of such Indebtedness or (ii) shortens the maturity date of such Indebtedness
to a date prior to the Initial Term Loan Maturity Date or provides for a shorter weighted average life to maturity than the remaining
weighted average life to maturity of the Initial Term Loans; provided that, notwithstanding the foregoing, the provisions
of this Subsection 8.8(b) shall not restrict or prohibit any refinancing of Indebtedness (in whole or in part) permitted
pursuant to Subsection 8.1.


 




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(c)          Amend,
supplement, waive or otherwise modify the terms of any Permitted Debt Exchange Notes, any Additional Obligations or any Refinancing
Indebtedness in respect of the foregoing or any indenture or agreement pursuant to which such Permitted Debt Exchange Notes, Additional
Obligations or Refinancing Indebtedness have been issued or incurred in any manner inconsistent with the requirements of the definition
of “Refinancing Indebtedness”, assuming for purposes of this Subsection 8.8(c) that such amendment, supplement,
waiver or modification, mutatis mutandis, is a refinancing of such Additional Obligations,
Permitted Debt Exchange Notes or Refinancing Indebtedness, as applicable.


 


8.9           Limitation
on Lines of Business. The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly,
enter into any business, either directly or through any Restricted Subsidiary, except for those businesses of the same general
type as those in which the Borrower and its Restricted Subsidiaries are engaged in on the Closing Date or which are reasonably
related thereto and any business related thereto.


 


8.10         Financial
Covenant. Commencing with the Fiscal Quarter ending September 29, 2018, if the outstanding amount of Revolving Loans and Swing
Line Loans and drawings under Letters of Credit which have not then been reimbursed as of the end of any Fiscal Quarter of the
Borrower exceeds 35% of the aggregate amount of all Revolving Commitments, the Borrower shall not permit the Consolidated Secured
Leverage Ratio for the Most Recent Four Quarter Period ending as of the end of such Fiscal Quarter to exceed 7.75:1.00.


 


SECTION 9


 


Events of Default


 


9.1           Events
of Default. Any of the following from and after the Closing Date shall constitute an event of default:


 


(a)          The
Borrower shall fail to pay any principal of any Loan when due in accordance with the terms hereof (whether at stated maturity,
by mandatory prepayment or otherwise); or the Borrower shall fail to pay any interest on any Loan or on any L/C Obligation, or
any other amount payable hereunder, within five Business Days after any such interest or other amount becomes due in accordance
with the terms hereof; or


 


(b)          Any
representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document (or in any amendment, modification
or supplement hereto or thereto) or which is contained in any certificate furnished at any time by or on behalf of any Loan Party
pursuant to this Agreement or any such other Loan Document shall prove to have been incorrect in any material respect on or as
of the date made or deemed made, and for the failure of any representation or warranty that is capable of being cured (as determined
in good faith by the Borrower, which determination shall be conclusive), such default shall continue unremedied for a period of
30 days after the earlier of (A) the date on which a Responsible Officer of the Borrower becomes aware of such failure and
(B) the date on which written notice thereof shall have been given to the Borrower by the Administrative Agent or the Required
Lenders; provided that the failure of any representation or warranty (other than the representations and warranties referenced
in Subsection 6.1(o)(ii) and the representation contained in the Officer’s Certificate delivered pursuant to Subsection
6.1(f) with respect to the satisfaction of the conditions set forth in Subsection 6.1(o)(i)) to be true and correct
on the Closing Date will not constitute an Event of Default hereunder or under any other Loan Document, including for the purposes
of exercising any remedy under Subsection 9.2 of this Agreement or for the purpose of determining any right to exercise
enforcement rights under any Loan Document; or


 




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(c)          Any
Loan Party shall default in the payment, observance or performance of any term, covenant or agreement contained in Section 8
(subject to, in the case of the financial covenant contained in Subsection 8.10, the cure rights in Subsection 9.3);
provided that, in the case of any Event of Default under Subsection 8.10 (a “Financial Covenant Event
of Default”), such default shall not constitute a default with respect to any Term Loans unless and until the Revolving
Loans have been declared due and payable and the Revolving Commitments have been terminated by the Required Revolving Lenders pursuant
to Subsection 9.2 and such acceleration or termination has not been rescinded; provided, however, that
if (x) Required Revolving Lenders irrevocably rescind such acceleration and termination in a writing delivered to the
Administrative Agent within 20 Business Days after such acceleration and termination and (y) Required Lenders (including
the Term Loan Lenders) have not accelerated the Loans, the Financial Covenant Event of Default shall automatically cease to constitute
an Event of Default with respect to the Term Loans from and after such date; or


 


(d)          Any
Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan
Document (other than as provided in clauses (a) through (c) of this Subsection 9.1), and such default shall continue unremedied
for a period of, in the case of a default with respect to failure to deliver financial statements under Subsection 7.1 or
related certificates under Subsection 7.2, 180 days, and in the case of any other default, 30 days, in each case after the
earlier of (A) the date on which a Responsible Officer of the Borrower becomes aware of such failure and (B) the
date on which written notice thereof shall have been given to the Borrower by the Administrative Agent or the Required Lenders;
or


 




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(e)          Any
Loan Party or any of its Restricted Subsidiaries shall (i) default in (x) any payment of principal of or interest
on any Indebtedness (excluding Indebtedness hereunder) in excess of $75,000,000 or (y) in the payment of any Guarantee Obligation
in respect of Indebtedness in excess of $75,000,000, beyond the period of grace, if any, provided in the instrument or agreement
under which such Indebtedness or Guarantee Obligation was created; (ii) default in the observance or performance of any
other agreement or condition relating to any Indebtedness (excluding Indebtedness hereunder) or Guarantee Obligation referred to
in clause (i) above or contained in any instrument or agreement evidencing, securing or relating thereto (other than a failure
to provide notice of a default or an event of default under such instrument or agreement or default in the observance of or compliance
with any financial maintenance covenant), or any other event shall occur or condition exist, the effect of which default or other
event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such
Guarantee Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with
the giving of notice or lapse of time if required, such Indebtedness to become due prior to its stated maturity or such Guarantee
Obligation to become payable (an “Acceleration”; and the term “Accelerated” shall have a
correlative meaning), and such time shall have lapsed and, if any notice (a “Default Notice”) shall be required
to commence a grace period or declare the occurrence of an event of default before notice of Acceleration may be delivered, such
Default Notice shall have been given and (in the case of the preceding clause (i) or (ii)) such default, event or condition shall
not have been remedied or waived by or on behalf of the holder or holders of such Indebtedness or Guarantee Obligation (provided
that the preceding clause (ii) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary
sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder or (y) any
termination event or similar event pursuant to the terms of any Hedge Agreement); or (iii) in the case of any Indebtedness
or Guarantee Obligations referred to in clause (i) above containing or otherwise requiring observance or compliance with any financial
maintenance covenant, default in the observance of or compliance with such financial maintenance covenant such that such Indebtedness
or Guarantee Obligation shall have been Accelerated and such Acceleration shall not have been rescinded; or


 


(f)          If
(i) the Borrower or any Material Subsidiary of the Borrower shall commence any case, proceeding or other action (A)
under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or
relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent,
or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect
to it or its debts (excluding, in each case, the solvent liquidation or reorganization of any Foreign Subsidiary of the Borrower
that is not a Loan Party), or (B) seeking appointment of a receiver, interim receiver, receivers, receiver and manager,
trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Borrower
or any Material Subsidiary of the Borrower shall make a general assignment for the benefit of its creditors; or (ii) there
shall be commenced against the Borrower or any Material Subsidiary of the Borrower any case, proceeding or other action of a nature
referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment
or (B) remains undismissed, undischarged, unstayed or unbonded for a period of 90 days; or (iii) there shall be commenced
against the Borrower or any Material Subsidiary of the Borrower any case, proceeding or other action seeking issuance of a warrant
of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry
of an order for any such relief which shall not have been vacated, discharged, stayed or bonded pending appeal within 90 days from
the entry thereof; or (iv) the Borrower or any Material Subsidiary of the Borrower shall take any corporate or other similar
organizational action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth
in clause (i), (ii), or (iii) above; or (v) the Borrower or any Material Subsidiary of the Borrower shall be generally unable
to, or shall admit in writing its general inability to, pay its debts as they become due; or


 




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(g)          (i)
Any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the
Code) involving any Plan, (ii) any failure to satisfy the minimum funding standard (within the meaning of Section 412 of
the Code or Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC
or a Plan shall arise on the assets of either of the Borrower or any Commonly Controlled Entity, (iii) a Reportable Event
shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer
or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is
in the reasonable opinion of the Administrative Agent likely to result in the termination of such Plan for purposes of Title IV
of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA other than a standard termination
pursuant to Section 4041(b) of ERISA, (v) either of the Borrower or any Commonly Controlled Entity shall, or in the reasonable
opinion of the Administrative Agent is reasonably likely to, incur any liability in connection with a withdrawal from, or the Insolvency
of, a Multiemployer Plan, or (vi) any other event or condition shall occur or exist with respect to a Plan; and in each
case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, would
be reasonably expected to result in a Material Adverse Effect; or


 


(h)          One
or more judgments or decrees shall be entered against the Borrower or any of its Restricted Subsidiaries involving in the aggregate
at any time a liability (net of any insurance or indemnity payments actually received in respect thereof prior to or within 90
days from the entry thereof, or to be received in respect thereof in the event of any appeal thereof shall be unsuccessful, or
that the Borrower has determined there exists reasonable evidence that such amount will be reimbursed by the insurer or indemnifying
party and such amount is not denied by the applicable insurer or indemnifying party in writing within 180 days and is reimbursed
within 365 days of the date of such evidence) of $75,000,000 or more, and all such judgments or decrees shall not have been vacated,
discharged, stayed or bonded pending appeal within 90 days from the entry thereof; or


 


(i)           (i)
The Guarantee and Collateral Agreement shall, or any other Security Document covering a significant portion of the Collateral shall
(at any time after its execution, delivery and effectiveness) cease for any reason to be in full force and effect (other than pursuant
to the terms hereof or thereof), or any Loan Party which is a party to any such Security Document shall so assert in writing or
(ii) the Lien created by any of the Security Documents shall cease to be perfected and enforceable in accordance with its
terms or of the same effect as to perfection and priority purported to be created thereby with respect to any significant portion
of the Collateral (other than in connection with any termination of such Lien in respect of any Collateral as permitted hereby
or by any Security Document) and such failure of such Lien to be perfected and enforceable with such priority shall have continued
unremedied for a period of 20 days; or


 


(j)          Any
Loan Party shall assert in writing that the ABL/Cash Flow Intercreditor Agreement, any Junior Lien Intercreditor Agreement (after
execution and delivery thereof) or any Other Intercreditor Agreement (after execution and delivery thereof) shall have ceased for
any reason to be in full force and effect (other than pursuant to the terms hereof or thereof) or shall knowingly contest, or knowingly
support any other Person in any action that seeks to contest, the validity or effectiveness of any such intercreditor agreement
(other than pursuant to the terms hereof or thereof); or


 




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(k)          Subject
to the Borrower’s option to make a payment in full of all of the Loans and to terminate the Revolving Commitments, or to
make a Change of Control Offer, each in accordance with Subsection 8.8(a) (whether or not in connection with any repayment
or repurchase of Indebtedness outstanding pursuant to any Junior Debt), a Change of Control shall have occurred.


 


9.2           Remedies
Upon an Event of Default. (a) If any Event of Default occurs and is continuing, then, and in any such event, (A) if
such event is an Event of Default specified in clause (i) or (ii) of Subsection 9.1(f) with respect to the Borrower, automatically
the Commitments, if any, shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts
owing under this Agreement (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding
Letters of Credit shall have presented the documents required thereunder (unless cash collateralized or otherwise provided for
in a manner reasonably satisfactory to the applicable Issuing Bank)) shall immediately become due and payable, and (B) if
such event is any other Event of Default, with the consent of the Required Lenders (or, if a Financial Covenant Event of Default
occurs and is continuing, at the request of, or with the consent of the Required Revolving Lenders only, and without limiting Subsection 9.1(c),
only with respect to the Revolving Loans, Revolving Commitments, Swing Line Commitments, Swing Line Loans, any Letter of Credit
and L/C Obligations), the Administrative Agent may, or upon the request of the Required Lenders or the Required Revolving Lenders,
as the case may be, the Administrative Agent shall, by notice to the Borrower, declare the Commitments to be terminated forthwith,
whereupon the Commitments, if any, shall immediately terminate, and/or declare the Loans hereunder (with accrued interest thereon)
and all other amounts owing under this Agreement to be due and payable forthwith, whereupon the same shall immediately become due
and payable.


 


(b)          Except
as expressly provided above in this Section 9, to the maximum extent permitted by applicable law, presentment, demand, protest
and all other notices of any kind are hereby expressly waived.


 


9.3           Borrower’s
Right to Cure.


 


(a)          Notwithstanding
anything to the contrary otherwise contained in this Section 9, in the event of any Financial Covenant Event of Default
and upon the receipt of a Specified Equity Contribution within the time period specified, and subject to the satisfaction of the
other conditions with respect to Specified Equity Contribution set forth in the definition thereof, Consolidated EBITDA shall be
increased with respect to such applicable Fiscal Quarter and any four Fiscal Quarter period that contains such Fiscal Quarter by
the amount of such Specified Equity Contribution (the “Cure Amount”), solely for the purpose of measuring compliance
with Subsection 8.10. If, after giving effect to the foregoing pro forma adjustment (without giving effect to any repayment
of any Indebtedness with any portion of the Cure Amount or any portion of the Cure Amount on the balance sheet of the Borrower
and its Restricted Subsidiaries, in each case, with respect to such Fiscal Quarter only (except, for each Fiscal Quarter other
than the Fiscal Quarter in respect of which such Specified Equity Contribution is made, to the extent applied for the prepayment
of Term Loans pursuant to Subsection 4.4(a), 4.4(l) or 11.6(h))), the Borrower and its Restricted Subsidiaries
shall then be in compliance with the requirements of Subsection 8.10, they shall be deemed to have been in compliance
therewith as of the relevant date of determination with the same effect as though there had been no failure to comply therewith
at such date, and the applicable breach or default hereunder that had occurred shall be deemed cured for the purposes of this Agreement.


 




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(b)          The
parties hereby acknowledge that notwithstanding any other provision in this Agreement to the contrary, (i) the Cure
Amount received pursuant to the occurrence of any Specified Equity Contribution shall be disregarded for purposes of calculating
Consolidated EBITDA in any determination of any financial ratio-based conditions, pricing or basket under Section 8
(other than as applicable to Subsection 8.10) and (ii) no Lender or Issuing Bank shall be required to make
any Extension of Credit hereunder, if a Financial Covenant Event of Default has occurred and is continuing during the 20 Business
Day period during which a Specified Equity Contribution may be made (as provided in the definition of Specified Equity Contribution),
unless and until the Cure Amount is actually received.


 


SECTION 10


 



The Agents and the Other Representatives


 


10.1         Appointment.
(a) Each Lender hereby irrevocably designates and appoints the Agents as the agents of such Lender under this Agreement and the
other Loan Documents, and each such Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf
under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are
expressly delegated to or required of such Agent by the terms of this Agreement and the other Loan Documents, together with such
other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the
Agents and the Other Representatives shall not have any duties or responsibilities, except, in the case of the Administrative Agent
and the Collateral Agent, those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against any Agent or the Other Representatives.


 


(b)          Each
of the Agents may perform any of their respective duties under this Agreement, the other Loan Documents and any other instruments
and agreements referred to herein or therein by or through its respective officers, directors, agents, employees or affiliates,
or delegate any and all such rights and powers to, any one or more sub-agents appointed by such Agent (it being understood and
agreed, for avoidance of doubt and without limiting the generality of the foregoing, that the Administrative Agent and the Collateral
Agent may perform any of their respective duties under the Security Documents by or through one or more of their respective affiliates).
Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their
respective Related Parties. The exculpatory provisions of this Section 10 shall apply to any such sub-agent and to the Related
Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication
of the credit facilities provided for herein as well as activities as Agent.


 




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(c)          Except
for Subsections 10.5, 10.8(a), (b), (c) and (e) and (to the extent of the Borrower’s rights
thereunder and the conditions included therein) 10.9, the provisions of this Section 10 are solely for the benefit
of the Agents and the Lenders, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary
of any of such provisions.


 


10.2         The
Administrative Agent and Affiliates. Each person serving as an Agent hereunder shall have the same rights and powers in its
capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent and the term “Lender”
or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include each
person serving as an Agent hereunder in its individual capacity. Such person and its affiliates may accept deposits from, lend
money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with
Holdings, the Borrower or any Subsidiary or other Affiliate thereof as if such person were not an Agent hereunder and without any
duty to account therefor to the Lenders.


 


10.3         Action
by an Agent. In performing its functions and duties under this Agreement, (a) each Agent shall act solely as an agent
for the Lenders and, as applicable, the other Secured Parties, and (b) no Agent assumes any (and shall not be deemed to
have assumed any) relationship of agency or trust with or for the Borrower or any of its Subsidiaries. Each Agent may execute any
of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact (including the Collateral
Agent in the case of the Administrative Agent), and shall be entitled to advice of counsel concerning all matters pertaining to
such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact or counsel selected
by it with reasonable care.


 


10.4         Exculpatory
Provisions. (a) No Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan
Documents. Without limiting the generality of the foregoing, no Agent:


 


(i)           shall
be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;


 


(ii)          shall
have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the other Loan Documents that such Agent is required to exercise as directed in writing by the Required
Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents);
provided that such Agent shall not be required to take any action that, in its judgment or the judgment of its counsel,
may expose such Agent to liability or that is contrary to any Loan Document or applicable Requirement of Law; and


 


(iii)         shall,
except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the
person serving as such Agent or any of its affiliates in any capacity.


 




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(b)          No
Agent shall be liable for any action taken or not taken by it (x) with the consent or at the request of the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be
necessary, under the circumstances as provided in Subsection 9.2 or Subsection 11.1, as applicable) or (y)
in the absence of its own bad faith, gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any
Default unless and until written notice describing such Default is given to such Agent by the Borrower or a Lender.


 


(c)          No
Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report, statement,
agreement or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance
or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of
any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document
or any other agreement, instrument or document or the creation, perfection or priority of any Lien purported to be created by the
Security Documents or (v) the satisfaction of any condition set forth in Section 6 or elsewhere herein, other than
to confirm receipt of items expressly required to be delivered to such Agent. Without limiting the generality of the foregoing,
the use of the term “agent” in this Agreement with reference to the Administrative Agent or the Collateral Agent is
not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable
law. Instead, such term as used merely as a matter of market custom and is intended to create or reflect only an administrative
relationship between independent contracting parties.


 


(d)          Each
party to this Agreement acknowledges and agrees that the Administrative Agent may use an outside service provider for the tracking
of all UCC financing statements required to be filed pursuant to the Loan Documents and notification to the Administrative Agent,
of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting
at the request and on behalf of the Borrower and the other Loan Parties. No Agent shall be liable for any action taken or not taken
by any such service provider.


 




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10.5         Acknowledgement
and Representations by Lenders. Each Lender expressly acknowledges that none of the Agents or the Other Representatives nor
any of their officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties
to it and that no act by any Agent or any Other Representative hereafter taken, including any review of the affairs of the Borrower
or any other Loan Party, shall be deemed to constitute any representation or warranty by such Agent or such Other Representative
to any Lender. Each Lender further represents and warrants to the Agents, the Other Representatives and each of the Loan Parties
that it has had the opportunity to review the Confidential Information Memorandum and each other document made available to it
on the Platform in connection with this Agreement and has acknowledged and accepted the terms and conditions applicable to the
recipients thereof. Each Lender represents to the Agents, the Other Representatives and each of the Loan Parties that, independently
and without reliance upon any Agent, the Other Representatives or any other Lender, and based on such documents and information
as it has deemed appropriate, it has made and will make, its own appraisal of and investigation into the business, operations,
property, financial and other condition and creditworthiness of Holdings and the Borrower and the other Loan Parties, it has made
its own decision to make its Loans hereunder and enter into this Agreement and it will make its own decisions in taking or not
taking any action under this Agreement and the other Loan Documents and, except as expressly provided in this Agreement, neither
the Agents nor any Other Representative shall have any duty or responsibility, either initially or on a continuing basis, to provide
any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession
before the making of the Loans or at any time or times thereafter. Each Lender (other than, in the case of clause (i), an Affiliated
Lender, any Parent Entity (other than Holdings) or any Unrestricted Subsidiary) represents to each other party hereto that (i) it
is a bank, savings and loan association or other similar savings institution, insurance company, investment fund or company or
other financial institution which makes or acquires commercial loans in the ordinary course of its business and that it is participating
hereunder as a Lender for such commercial purposes and (ii) it has the knowledge and experience to be and is capable of
evaluating the merits and risks of being a Lender hereunder. Each Lender acknowledges and agrees to comply with the provisions
of Subsection 11.6 applicable to the Lenders hereunder.


 


10.6         Indemnity;
Reimbursement by Lenders. (a) To the extent that the Borrower or any other Loan Party for any reason fails to indefeasibly
pay any amount required under Subsection 11.5 to be paid by it to the Administrative Agent (or any sub-agent thereof), or
the Collateral Agent (or any sub-agent thereof), the Swing Line Lender, the Issuing Banks or any Related Party of any of the foregoing
(other than through such Agent’s, Swing Line Lender’s, Issuing Bank’s or Related Party’s bad faith, gross
negligence or willful misconduct as determined by a court of competent jurisdiction in a final and nonappealable decision), each
Lender severally agrees to pay ratably according to their respective Term Credit Percentages or Revolving Commitment Percentages,
as the case may be, on the date on which the applicable unreimbursed expense or indemnity payment is sought under this Subsection 10.6
such unpaid amount (such indemnity shall be effective whether or not the related losses, claims, damages, liabilities and related
expenses are incurred or asserted by any party hereto or any third party); provided that (i) the unreimbursed
expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against
the Administrative Agent (or any such sub-agent) or the Collateral Agent (or any sub-agent thereof), the Swing Line Lender or the
Issuing Banks in their capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent
(or any such sub-agent), the Collateral Agent (or any sub-agent thereof), the Swing Line Lender or the Issuing Banks in connection
with such capacity and (ii) such indemnity for the Swing Line Lender or the Issuing Banks shall not include losses
incurred by the Swing Line Lender or the Issuing Banks due to one or more Lenders defaulting in their obligations to purchase participations
of Swing Line Exposure under Subsections 2.7(d) or 2.7(e) or L/C Obligations under Subsection 2.6(d)
(it being understood that this proviso shall not affect the Swing Line Lender’s or any Issuing Bank’s rights against
any Defaulting Lender). The obligations of the Lenders under this Subsection 10.6 are subject to the provisions of
Subsection 4.8.


 




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(b)          Any
Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document (except actions
expressly required to be taken by it hereunder or under the Loan Documents) unless it shall first be indemnified to its satisfaction
by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to
take any such action.


 


(c)          All
amounts due under this Subsection 10.6 shall be payable not later than three Business Days after demand therefor. The agreements
in this Subsection 10.6 shall survive the payment of the Loans and all other amounts payable hereunder.


 


10.7         Right
to Request and Act on Instructions. (a) Each Agent may at any time request instructions from the Lenders with respect to any
actions or approvals which by the terms of this Agreement or of any of the Loan Documents an Agent is permitted or desires to take
or to grant, and if such instructions are promptly requested, the requesting Agent shall be absolutely entitled as between itself
and the Lenders to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to
any Lender for refraining from any action or withholding any approval under any of the Loan Documents until it shall have received
such instructions from Required Lenders or all or such other portion of the Lenders as shall be prescribed by this Agreement. Without
limiting the foregoing, no Lender shall have any right of action whatsoever against any Agent as a result of an Agent acting or
refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Required
Lenders (or all or such other portion of the Lenders as shall be prescribed by this Agreement) and, notwithstanding the instructions
of the Required Lenders (or such other applicable portion of the Lenders), an Agent shall have no obligation to any Lender to take
any action if it believes, in good faith, that such action would violate applicable law or exposes an Agent to any liability for
which it has not received satisfactory indemnification in accordance with the provisions of Subsection 10.6.


 


(b)          Each
Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other
distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper person. Each
Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person,
and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of
a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition
is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior
to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants
and other experts selected by it, and shall be entitled to rely upon the advice of any such counsel, accountants or experts and
shall not be liable for any action taken or not taken by it in accordance with such advice.


 




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10.8         Collateral
Matters. (a) Each Lender authorizes and directs the Administrative Agent and the Collateral Agent to enter into (x) the
Security Documents, the ABL/Cash Flow Intercreditor Agreement, any Junior Lien Intercreditor Agreement and any Other Intercreditor
Agreement for the benefit of the Lenders and the other Secured Parties, (y) any amendments, amendments and restatements,
restatements or waivers of or supplements to or other modifications to the Security Documents, the ABL/Cash Flow Intercreditor
Agreement, any Junior Lien Intercreditor Agreement and any Other Intercreditor Agreement or other intercreditor agreements in connection
with the incurrence by any Loan Party or any Subsidiary thereof of Additional Indebtedness (each an “Intercreditor Agreement
Supplement”) to permit such Additional Indebtedness to be secured by a valid, perfected lien (with such priority as may
be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted by the Loan Documents) and (z) any
Incremental Commitment Amendment as provided in Subsection 2.8 together with any escrow agreement entered into in connection
therewith, any Increase Supplement as provided in Subsection 2.8, any Lender Joinder Agreement as provided in Subsection
2.8, any agreement required in connection with a Permitted Debt Exchange Offer pursuant to Subsection 2.9, any Extension
Amendment as provided in Subsection 2.10 and any Specified Refinancing Amendment as provided in Subsection 2.11.
Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit by the acceptance thereof will be deemed
to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, Collateral Agent or the Required
Lenders in accordance with the provisions of this Agreement, the Security Documents, the ABL/Cash Flow Intercreditor Agreement,
any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement, any Intercreditor Agreement Supplement, any Incremental
Commitment Amendment and any escrow agreement entered into in connection therewith, any Increase Supplement, any Lender Joinder
Agreement or any agreement required in connection with a Permitted Debt Exchange Offer or any Extension Amendment or any Specified
Refinancing Amendment and the exercise by the Agents or the Required Lenders of the powers set forth herein or therein, together
with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Each Lender
appoints and authorizes the Collateral Agent to act as the agent of such Lender under this Agreement and the other Loan Documents
(and, in its capacity as Collateral Agent, to hold the benefit of any security interest created by the Security Documents and/or
any asset and proceeds of any asset paid to, held by or received or recovered by it under or in connection with the Loan Documents
on trust for itself and the other Lenders according to its and their respective interests and upon the terms and conditions set
out in the relevant Loan Documents). The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity
of any notice to or further consent from any Lender, from time to time, to take any action with respect to any applicable Collateral
or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral
granted pursuant to the Security Documents. Each Lender agrees that it will not have any right individually to enforce or seek
to enforce any Security Document or to realize upon any Collateral for the Loans unless instructed to do so by the Collateral Agent,
it being understood and agreed that such rights and remedies may be exercised only by the Collateral Agent. The Collateral Agent
may grant extensions of time for the creation and perfection of security interests in or the obtaining of title insurance, legal
opinions or other deliverables with respect to particular assets or the provision of any guarantee by any Subsidiary (including
extensions beyond the Closing Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Closing
Date) where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which
it would otherwise be required to be accomplished by this Agreement or the Security Documents.


 




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(b)          The
Lenders hereby authorize each Agent, in each case at its option and in its discretion, (A) to release any Lien granted to
or held by such Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all
of the Cash Flow Facilities Obligations under the Loan Documents at any time arising under or in respect of this Agreement or the
Loan Documents or the transactions contemplated hereby or thereby that are then due and unpaid, (ii) constituting property
being sold or otherwise disposed of (to Persons other than a Loan Party) upon the sale or other disposition thereof, (iii)
owned by any Subsidiary Guarantor that is or becomes an Excluded Subsidiary or ceases to be a Restricted Subsidiary of the Borrower
or constituting Capital Stock or other equity interests of an Excluded Subsidiary, (iv) if approved, authorized or ratified
in writing by the Required Lenders (or such greater amount, to the extent required by Subsection 11.1) or (v) as
otherwise may be expressly provided in the relevant Security Documents, (B) to enter into any intercreditor agreement (including
the ABL/Cash Flow Intercreditor Agreement, a Junior Lien Intercreditor Agreement and any Other Intercreditor Agreement) on behalf
of, and binding with respect to, the Lenders and their interest in designated assets, to give effect to any Special Purpose Financing,
including to clarify the respective rights of all parties in and to designated assets, (C) at the written request of the
Borrower to subordinate any Lien (or to confirm the absence of any Lien) on any Excluded Assets or any other property granted to
or held by such Agent, as the case may be under any Loan Document to the holder of any Permitted Lien (other than Permitted Liens
securing the Obligations under the Loan Documents or that are required by the express terms of this Agreement to be pari passu
with or junior to the Liens on the Collateral securing the Cash Flow Facilities Obligations pursuant to the ABL/Cash Flow Intercreditor
Agreement, a Junior Lien Intercreditor Agreement or an Other Intercreditor Agreement), (D) to release any Subsidiary Guarantor
from its Obligations under any Loan Documents to which it is a party if such Person ceases to be a Restricted Subsidiary of the
Borrower or is or becomes an Excluded Subsidiary and (E) to release any Lien granted to or held by such Agent upon any ABL
Priority Collateral to the extent required pursuant to the terms of the ABL/Cash Flow Intercreditor Agreement or any Other Intercreditor
Agreement. Upon request by any Agent, at any time, the Required Lenders or all or such other portion of the Lenders as shall be
prescribed by this Agreement will confirm in writing any Agent’s authority to release particular types or items of Collateral
pursuant to this Subsection 10.8.


 


(c)          The
Lenders hereby authorize the Administrative Agent and the Collateral Agent, as the case may be, in each case at its option and
in its discretion, to enter into any amendment, amendment and restatement, restatement, waiver, supplement or modification, and
to make or consent to any filings or to take any other actions, in each case as contemplated by Subsection 11.17. Upon request
by any Agent, at any time, the Required Lenders will confirm in writing the Administrative Agent’s and the Collateral Agent’s
authority under this Subsection 10.8(c).


 


(d)          No
Agent shall have any obligation whatsoever to the Lenders to assure that the Collateral exists or is owned by Holdings, the Borrower
or any of its Restricted Subsidiaries or is cared for, protected or insured or that the Liens granted to any Agent herein or pursuant
hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular
priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any
of the rights, authorities and powers granted or available to the Agents in this Subsection 10.8 or in any of the Security
Documents, it being understood and agreed by the Lenders that in respect of the Collateral, or any act, omission or event related
thereto, each Agent may act in any manner it may deem appropriate, in its sole discretion, given such Agent’s own interest
in the Collateral as a Lender and that no Agent shall have any duty or liability whatsoever to the Lenders, except for its gross
negligence or willful misconduct.


 




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(e)          Notwithstanding
any provision herein to the contrary, any Security Document may be amended (or amended and restated), restated, waived, supplemented
or modified as contemplated by and in accordance with either Subsection 11.1 or 11.17, as applicable, with the written
consent of the Agent party thereto and the Loan Party party thereto.


 


(f)          The
Collateral Agent may, and hereby does, appoint the Administrative Agent as its agent for the purposes of holding any Collateral
and/or perfecting the Collateral Agent’s security interest therein and for the purpose of taking such other action with respect
to the collateral as such Agents may from time to time agree.


 


10.9        Successor
Agent. Subject to the appointment of a successor as set forth herein, (i) the Administrative Agent or the Collateral
Agent may be removed by the Borrower or the Required Lenders if the Administrative Agent, the Collateral Agent, or a controlling
affiliate of the Administrative Agent or the Collateral Agent is a Defaulting Lender and (ii) the Administrative Agent and
the Collateral Agent may resign as Administrative Agent or Collateral Agent, respectively, in each case upon ten days’ notice
to the Administrative Agent, the Lenders and the Borrower, as applicable. If the Administrative Agent or the Collateral Agent shall
be removed by the Borrower or the Required Lenders pursuant to clause (i) above or if the Administrative Agent or the Collateral
Agent shall resign as Administrative Agent or Collateral Agent, as applicable, under this Agreement and the other Loan Documents,
then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which such successor agent shall
be subject to approval by the Borrower; provided that such approval by the Borrower in connection with the appointment of
any successor Administrative Agent shall only be required so long as no Event of Default under Subsection 9.1(a) or (f)
has occurred and is continuing; provided further, that the Borrower shall not unreasonably withhold its approval of any
successor Administrative Agent if such successor is an Approved Commercial Bank. Upon the successful appointment of a successor
agent, such successor agent shall succeed to the rights, powers and duties of the Administrative Agent or the Collateral Agent,
as applicable, and the term “Administrative Agent” or “Collateral Agent”, as applicable,
shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties
as Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the
part of such former Agent or any of the parties to this Agreement or any holders of the Loans or issuers of Letters of Credit.
After any retiring Agent’s resignation or removal as Agent, the provisions of this Section 10 (including this Subsection
10.9) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement
and the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrower and such successor.


 


10.10       [Reserved].


 





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10.11       Withholding
Tax. To the extent required by any applicable law, each Agent may withhold from any payment to any Lender an amount equivalent
to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount
with respect to any such withholding. If the Internal Revenue Service or any other Governmental Authority asserts a claim that
any Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was
not delivered or was not properly executed or because such Lender failed to notify such Agent of a change in circumstances which
rendered the exemption from or reduction of withholding tax ineffective or for any other reason, without limiting the provisions
of Subsection 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly,
by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable
in respect thereof within 30 days after demand therefor. A certificate as to the amount of such payment or liability delivered
to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative
Agent to set off and apply any and all amounts at any time owing to such Lender or such issuing lender under this Agreement or
any other Loan Document against any amount due the Administrative Agent under this Subsection 10.11. The agreements in this
Subsection 10.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights
by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Cash Flow Facilities Obligations.


 


10.12       Other
Representatives. None of the entities identified as joint bookrunners and joint lead arrangers pursuant to the definition of
Other Representative contained herein, shall have any duties or responsibilities hereunder or under any other Loan Document in
its capacity as such. Without limiting the foregoing, no Other Representative shall have nor be deemed to have a fiduciary relationship
with any Lender. At any time that any Lender serving as an Other Representative shall have transferred to any other Person (other
than any of its affiliates) all of its interests in the Loans and in the Commitments, such Lender shall be deemed to have concurrently
resigned as such Other Representative.


 


10.13       Administrative
Agent May File Proofs of Claim. In case of the pendency of any Bankruptcy Proceeding or any other judicial proceeding relative
to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as
herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand
on the Borrower) is hereby authorized by the Lenders, by intervention in such proceeding or otherwise:


 


(a)          to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other
Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims
of the Lenders, and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and
advances of the Lenders, and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders
and the Administrative Agent under Subsections 4.5 and 11.5) allowed in such judicial proceeding;


 




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(b)          to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender
to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments
directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements
and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Subsections
4.5 and 11.5.


 


10.14      Application
of Proceeds. The Lenders, the Administrative Agent and the Collateral Agent agree, as among such parties, as follows: subject
to the terms of the ABL/Cash Flow Intercreditor Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement
or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts
collected or received by the Administrative Agent, the Collateral Agent or any Lender on account of amounts then due and outstanding
under any of the Loan Documents (the “Collection Amounts”) shall, except as otherwise expressly provided herein,
be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’
fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection
with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization
of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral),
second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent
provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the
Loan Documents, third, to pay interest on Loans and L/C Obligations then outstanding; fourth, to pay principal of
Loans then outstanding and obligations under Interest Rate Agreements, Currency Agreements, Commodities Agreements, Bank Products
Agreements and Management Guarantees permitted hereunder and secured by the Guarantee and Collateral Agreement, ratably among the
applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them,
and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts
available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations
described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective
amounts described in the applicable clause at such time. This Subsection 10.14 may be amended (and the Lenders hereby irrevocably
authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable,
and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Subsections 2.8,
2.10 and 2.11, as applicable.


 


Notwithstanding the foregoing,
Excluded Obligations (as defined in the Guarantee and Collateral Agreement) with respect to any Guarantor shall not be paid with
amounts received from such Guarantor or its assets and such Excluded Obligations shall be disregarded in any application of Collection
Amounts pursuant to the preceding paragraph.


 







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10.15      Certain
ERISA Matters.


 


(a)          Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit
of, the Administrative Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or
for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:


 


(i)          such
Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in
connection with the Loans, the Letters of Credit or the Commitments,


 


(ii)         the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by
independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company
general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts),
PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption
for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, and
the conditions for exemptive relief thereunder are and will continue to be satisfied in connection therewith,


 


(iii)        (A)
such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI
of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter
into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the
entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this
Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge
of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance
into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,
or


 


(iv)        such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion,
and such Lender.


 


(b)          In
addition, (I) unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (II)
if such sub-clause (i) is not true with respect to a Lender and such Lender has not provided another representation, warranty and
covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and
warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became
a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent,
the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower
or any other Loan Party, that:


 




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(i)          none
of the Administrative Agent, the Lead Arrangers or any of their respective Affiliates is a fiduciary with respect to the assets
of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement,
any Loan Document or any documents related hereto or thereto),


 


(ii)         the
Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of
29 CFR § 2510.3-21, as amended from time to time) and is a bank, an insurance carrier, an investment adviser, a broker-dealer
or other person that holds, or has under management or control, total assets of at least $50,000,000, in each case as described
in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),


 


(iii)        the
Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment
risks independently, both in general and with regard to particular transactions and investment strategies (including in respect
of the Obligations),


 


(iv)        the
Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code,
or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising
independent judgment in evaluating the transactions hereunder, and


 


(v)         no
fee or other compensation is being paid directly to the Administrative Agent, the Lead Arrangers or any of their respective Affiliates
for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this
Agreement.


 


(c)          The
Administrative Agent and the Lead Arrangers hereby inform the Lenders that each such Person is not undertaking to provide impartial
investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that
such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i)
may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii)
may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being
paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or
other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring
fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative
agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate
transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination
fees or fees similar to the foregoing.


 




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SECTION 11


 


Miscellaneous


 


11.1        Amendments
and Waivers. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, supplemented,
modified or waived except in accordance with the provisions of this Subsection 11.1. The Required Lenders may, or, with
the written consent of the Required Lenders, the Administrative Agent may, from time to time, (x) enter into with the respective
Loan Parties hereto or thereto, as the case may be, written amendments, supplements or modifications hereto and to the other Loan
Documents for the purpose of adding any provisions to this Agreement or to the other Loan Documents or changing, in any manner
the rights or obligations of the Lenders or the Loan Parties hereunder or thereunder or (y) waive at any Loan Party’s
request, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such
instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences;
provided, however, that amendments pursuant to Subsections 11.1(a)(vii), (a)(viii), (a)(ix),
(a)(x), (d) and (f) may be effected without the consent of the Required Lenders to the extent provided therein;
provided, further, that no such waiver and no such amendment, supplement or modification shall:


 


(i)           (A)
reduce or forgive the amount or extend the scheduled date of maturity of any Loan or Reimbursement Obligation hereunder or of any
scheduled installment thereof (including extending any Maturity Date), (B) reduce the stated rate of any interest, commission
or fee payable hereunder (other than as a result of any waiver of the applicability of any post-default increase in interest rates),
(C) extend the scheduled date of any payment of any Lenders’ Loans or Reimbursement Obligation hereunder, (D) increase
the Commitment of such Lender (other than with respect to any Commitment increase pursuant to Subsection 2.8 in respect
of which such Lender has agreed to be an Incremental Lender or increase of Commitments with respect to Specified Refinancing Revolving
Commitments that such Lender has agreed to provide as a Specified Refinancing Lender pursuant to a Specified Refinancing Amendment
entered into pursuant to Subsection 2.11); it being understood that no amendment, modification or waiver of, or consent
to departure from, any condition precedent, representation, warranty, covenant, Default, Event of Default, mandatory prepayment
or mandatory reduction of the Commitments shall constitute an increase of any Commitment of such Lender or (E) change the
currency in which any Loan is payable, in each case without the consent of each Lender directly and adversely affected thereby
(it being understood that amendments to, or waivers or modifications of any conditions precedent, representations, warranties,
covenants, Defaults or Events of Default or of a mandatory repayment of the Loans of all Lenders shall not constitute an extension
of the scheduled date of maturity, any scheduled installment, or the scheduled date of payment of the Loans of any Lender);


 




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(ii)          amend,
modify or waive any provision of this Subsection 11.1(a) or reduce the percentage specified in the definition of “Required
Lenders”, or consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement
and the other Loan Documents (other than pursuant to Subsection 8.7 or 11.6(a)), in each case without the written
consent of all the Lenders;


 


(iii)         release
Guarantors accounting for all or substantially all of the value of the Guarantee of the Cash Flow Facilities Obligations pursuant
to the Guarantee and Collateral Agreement, or, in the aggregate (in a single transaction or a series of related transactions),
all or substantially all of the Cash Flow Priority Collateral without the consent of all of the Lenders, except as expressly permitted
hereby or by any Security Document (as such documents are in effect on the Closing Date or, if later, the date of execution and
delivery thereof in accordance with the terms hereof);


 


(iv)        require
any Lender to make Loans having an Interest Period of longer than six months or shorter than one month without the consent of such
Lender;


 


(v)         amend,
modify or waive any provision of Section 10 without the written consent of the then Agents;


 


(vi)        amend,
modify or waive any provision of Subsection 10.1(a), 10.4 or 10.12 without the written consent of any Other
Representative directly and adversely affected thereby;


 


(vii)       (A) amend
or otherwise modify Subsection 8.10, (B) waive or consent to any Default or Event of Default resulting
from a breach of Subsection 8.10, (C) amend or otherwise modify Subsection 6.2 solely with
respect to any Extension of Credit under the Revolving Facility, (D) waive any representation made or deemed made in
connection with any Extension of Credit under the Revolving Facility, (E) amend or otherwise modify Subsection 9.3
or the definition of “Specified Equity Contribution” or (F) waive or consent to any Default or Event of
Default relating solely to the Revolving Loans and Revolving Commitments (including Defaults and Events of Default relating to
the foregoing clauses (A) through (D)), in each case without the written consent of the Required Revolving Lenders; provided,
however, that the amendments, modifications, waivers and consents described in this clause (vii) shall not require
the consent of any Lenders other than the Required Revolving Lenders;


 


(viii)      reduce
the percentage specified in the definition of “Required Revolving Lenders” without the written consent of all the Revolving
Lenders;


 


(ix)         amend,
modify or waive any provision of the Swing Line Note (if any) or Subsection 2.7 without the written consent of the
Swing Line Lender and each other Lender, if any, which holds, or is required to purchase, a participation in any Swing Line Loan
pursuant to Subsection 2.7(d); or


 




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(x)          amend,
modify or waive the provisions of any Letter of Credit or any L/C Obligation without the written consent of the applicable Issuing
Bank with respect thereto and each directly and adversely affected Lender;


 


provided further that, notwithstanding
and in addition to the foregoing, and in addition to Liens on the Collateral that the Collateral Agent is authorized to release
pursuant to Subsection 10.8(b), the Collateral Agent may, in its discretion, release the Lien on Collateral valued in the
aggregate not in excess of $25,000,000 in any fiscal year without the consent of any Lender.


 


(b)          Any
waiver and any amendment, supplement or modification pursuant to this Subsection 11.1 shall apply to each of the Lenders
and shall be binding upon the Loan Parties, the Lenders, the Agents and all future holders of the Loans. In the case of any waiver,
each of the Loan Parties, the Lenders and the Agents shall be restored to their former position and rights hereunder and under
the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such
waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.


 


(c)          Notwithstanding
any provision herein to the contrary, (x) no Defaulting Lender shall have any right to approve or disapprove any amendment,
waiver or consent hereunder or under any of the Loan Documents, except to the extent the consent of such Lender would be required
under clause (i) in the further proviso to the second sentence of Subsection 11.1(a) and (y) no Disqualified
Party shall have any right to approve or disapprove any amendment, waiver or consent hereunder or under any of the Loan Documents.


 




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(d)          Notwithstanding
any provision herein to the contrary, this Agreement and the other Loan Documents may be amended, supplemented or modified (i)
to cure any ambiguity, mistake, omission, defect or inconsistency with the consent of the Borrower and the Administrative Agent,
(ii) in accordance with Subsection 2.8 to incorporate the terms of any Incremental Commitments (including to add
a new revolving facility or letter of credit facility under this Agreement with respect to any Incremental Revolving Commitment
or Incremental Letter of Credit Commitment or to add an escrow arrangement) with the written consent of the Borrower and Lenders
providing such Incremental Commitments, (iii) in accordance with Subsection 2.10 to effectuate an Extension with
the written consent of the Borrower and the Extending Lenders, (iv) in accordance with Subsection 2.11 to incorporate
the terms of any Specified Refinancing Facilities with the consent of the Borrower and the applicable Specified Refinancing Lenders,
(v) in accordance with Subsection 7.12, to change the financial reporting convention, (vi) with the consent
of the Borrower and the Administrative Agent (in each case such consent not to be unreasonably withheld, conditioned or delayed),
in the event any mandatory prepayment or redemption provision in respect of the Net Available Cash of Asset Dispositions or Recovery
Events or from Excess Cash Flow included or to be included in any Incremental Commitment Amendment or any Indebtedness constituting
Additional Obligations or that would constitute Additional Obligations would result in Incremental Term Loans or Additional Obligations,
as applicable, being prepaid or redeemed on a more than ratable basis with the Term Loans in respect of the Net Available Cash
from any such Asset Disposition or Recovery Event or Excess Cash Flow prepayment to the extent such Net Available Cash or Excess
Cash Flow are required to be applied to repay Term Loans hereunder pursuant to Subsection 4.4(e), to provide for mandatory
prepayments of the Initial Term Loans such that, after giving effect thereto, the prepayments made in respect of such Incremental
Term Loans or Additional Obligations, as applicable, are not on more than a ratable basis, (vii) to waive, amend or modify
this Agreement or any other Loan Document in a manner that by its terms affects the rights or duties under this Agreement or any
other Loan Document of Lenders holding Loans or Commitments of a particular Tranche (but not the Lenders holding Loans or Commitments
of any other Tranche), by an agreement or agreements in writing entered into by the Borrower and the requisite percentage in interest
of the Lenders with respect to such Tranche that would be required to consent thereto under this Subsection 11.1 if such
Lenders were the only Lenders hereunder at the time and (viii) to implement any changes contemplated by the definition of
“LIBOR Rate” in Subsection 1.1 hereof with the consent of the Borrower and the Administrative Agent. Without
limiting the generality of the foregoing, any provision of this Agreement and the other Loan Documents, including Subsection
4.4, 4.8 or 10.14 hereof, may be amended, supplemented, modified or waived as set forth in the immediately preceding
sentence pursuant to any Incremental Commitment Amendment, any Extension Amendment or any Specified Refinancing Amendment, as the
case may be, to provide for non-pro rata borrowings and payments of any amounts hereunder as between any Tranches, including the
Term Loans, Revolving Commitments, Revolving Loans, any Incremental Commitments or Incremental Loans, any Extended Tranche and
any Specified Refinancing Tranche, or to provide for the inclusion, as appropriate, of the Lenders of any Extended Tranche, Specified
Refinancing Tranche, Incremental Commitments or Incremental Loans in any required vote or action of the Required Lenders, the Required
Revolving Lenders, the Required Majority in Interest Lenders or of the Lenders of each Tranche hereunder. The Administrative Agent
hereby agrees (if requested by the Borrower) to execute any amendment, supplement, modification or waiver referred to in this clause
(d) or an acknowledgement thereof.


 


(e)          Notwithstanding
any provision herein to the contrary, this Agreement may be amended (or deemed amended) or amended and restated with the written
consent of the Required Lenders, the Administrative Agent and the Borrower (x) to add one or more additional credit facilities
to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and
fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the existing Facilities
and the accrued interest and fees in respect thereof, (y) to include, as appropriate, the Lenders holding such credit facilities
in any required vote or action of the Required Lenders, the Required Revolving Lenders or of the Lenders of each Facility hereunder
and (z) to provide class protection for any additional credit facilities.


 


(f)          Notwithstanding
any provision herein to the contrary, any Security Document may be amended (or amended and restated), restated, waived, supplemented
or modified as contemplated by Subsection 11.17 with the written consent of the Agent party thereto and the Loan Party party
thereto.


 




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(g)          If,
in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement and/or
any other Loan Document as contemplated by Subsection 11.1(a), the consent of each Lender, each Revolving Lender or each
affected Lender, as applicable, is required and either (x) the consent of the Required Lenders, the Required Revolving Lenders
or the Required Majority in Interest Lenders, as applicable, at such time is obtained or (y) the consent of the Required
Lenders, the Required Revolving Lenders or the Required Majority in Interest Lenders, as applicable, at such time is not obtained,
but, in each case under clause (x) or (y), the consent of one or more of such other Lenders whose consent is required is not obtained
(each such Lender, a “Non-Consenting Lender”) then the Borrower may, on notice to, in the case of clause (x),
the Administrative Agent and any relevant Non-Consenting Lender, or, in the case of clause (y), the Administrative Agent and every
Non-Consenting Lender, (A) replace such Non-Consenting Lender by causing such Lender to (and such Lender shall be obligated
to) assign pursuant to Subsection 11.6 (with the assignment fee and any other costs and expenses to be paid by the Borrower
in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided that neither
the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender; provided,
further, that the applicable assignee shall have agreed to the applicable change, waiver, discharge or termination of this
Agreement and/or the other Loan Documents; and provided, further, that all obligations of the Borrower owing to such
Non-Consenting Lender relating to the Loans, Commitments and participations so assigned shall be paid in full by the assignee Lender
(or, at its option, by the Borrower) to such Non-Consenting Lender concurrently with such Assignment and Acceptance, in each case,
for the avoidance of doubt, in an amount not in excess of the amount of such obligations, as applicable, or (B) so long
as no Event of Default under Subsection 9.1(a) or (f) then exists or will exist immediately after giving effect to
the respective prepayment, prepay the Loans and, if applicable, terminate the Revolving Commitments of such Non-Consenting Lender,
in whole or in part, subject to Subsection 4.12, without premium or penalty. In connection with any such replacement under
this Subsection 11.1(g), if a Non-Consenting Lender that was provided notice as set forth in the previous sentence does
not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary
to reflect such replacement by the later of (a) the date on which the replacement Lender executes and delivers such Assignment
and Acceptance and/or such other documentation and (b) the date as of which all obligations of the Borrower owing to such
Non-Consenting Lender relating to the Loans, Commitments and participations so assigned shall be paid in full by the assignee Lender
to such Non-Consenting Lender, then such Non-Consenting Lender shall be deemed to have executed and delivered such Assignment and
Acceptance and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and
deliver such Assignment and Acceptance and/or such other documentation on behalf of such Non-Consenting Lender, and the Administrative
Agent shall record such assignment in the Register.


 


(h)          Notwithstanding
anything to the contrary herein, at any time and from time to time, upon notice to the Administrative Agent (who shall promptly
notify the applicable Lenders) specifying in reasonable detail the proposed terms thereof, the Borrower may make one or more loan
modification offers to all the Lenders of any Facility that would, if and to the extent accepted by any such Lender, (a)
change the Applicable Margin and/or fees payable with respect to the Loans and/or Commitments under such Facility (in each case
solely with respect to the Loans and Commitments of accepting Lenders in respect of which an acceptance is delivered) and (b)
treat the Loans and/or Commitments so modified as a new “Facility” and a new “Tranche” for all purposes
under this Agreement; provided that (i) such loan modification offer is made to each Lender under the applicable
Facility on the same terms and subject to the same procedures as are applicable to all other Lenders under such Facility (which
procedures in any case shall be reasonably satisfactory to the Administrative Agent) and (ii) no loan modification shall
affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent, without its prior written consent.


 




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(i)          In
connection with any amendment to this Agreement that addresses (a) a Repricing Transaction of the Initial Term Loans or
(b) a “repricing transaction” of any other Tranche of Term Loans (as if the definition “Repricing Transaction”
applied to such Tranche of Term Loans) (each such amendment, a “Permitted Repricing Amendment”), so long as
such amendment by its terms only affects the rights or duties under this Agreement or any other Loan Document of Lenders holding
such Loans or Commitments of such Tranche of Term Loans (but not the Lenders holding Loans or Commitments of any other Tranche),
only the consent of the requisite percentage in interest (assuming for such determination, such Tranche is the only outstanding
Tranche hereunder) of (x) the Lenders holding such Tranche of Term Loans that will continue as a Lender in respect of such
Tranche following such Permitted Repricing Amendment and (y) any increasing Lender or Additional Incremental Lender that
provides Supplemental Term Loan Commitments to such Tranche of Term Loans substantially concurrently with such Permitted Repricing
Amendment, shall be required.


 


11.2         Notices.
(a) All notices, requests, and demands to or upon the respective parties hereto to be effective shall be in writing (including
facsimile or electronic mail), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made
when delivered by hand, or three days after being deposited in the mail, postage prepaid, or, in the case of facsimile notice or
electronic mail, when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been
given at the opening of business on the next Business Day), or, in the case of delivery by a nationally recognized overnight courier,
when received, addressed as follows in the case of the Borrower, the Administrative Agent and the Collateral Agent, and as set
forth in Schedule A in the case of the other parties hereto, or to such other address as may be hereafter notified by the
respective parties hereto and any future holders of the Loans:


 


	The Borrower:	
        Pisces Midco, Inc.

        5020 Weston Parkway, Suite 400

        Cary, NC 27513

        Attention: Timothy Johnson

        Facsimile: (919) 677-3914

        Telephone: (919) 677-3900

        Email: Tim.Johnson@plygem.com

	 	 
	With copies (which shall not constitute notice) to:	
        Pisces Midco, Inc.

        5020 Weston Parkway, Suite 400

        Cary, NC 27513

        Attention: Brian Boyle

        Facsimile: (919) 677-3914

        Telephone: (919) 677-3900

        Email: Brian.Boyle@plygem.com



 




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	 	Debevoise & Plimpton LLP

919 Third Avenue

New York, New York  10022

Attention:  Jeffrey E. Ross

Facsimile:  (212) 909-7465

Telephone:  (212) 909-6000

Email:  jeross@debevoise.com
	 	 
	The Administrative Agent/the Collateral Agent:	
        JPMorgan Chase Bank, N.A.

        500 Stanton Christiana Road

        Newark, DE 19713

        Attention: Nicole Reilly

        Facsimile: (302) 634-4733

        Telephone: (302) 634-1890

        Email: nicole.c.reilly@jpmorgan.com

	 	 
	With copies (which shall not constitute notice) to:	
        Cahill Gordon & Reindel LLP

        80 Pine Street

        New York, New York 10005

        Attention: Doug Horowitz

        Facsimile: (212) 701-3036

        Telephone: (212) 378-2543

        Email: dhorowitz@cahill.com



 


provided that any notice, request
or demand to or upon the Administrative Agent or the Lenders pursuant to Subsection 4.2, 4.4 or 4.8 shall
not be effective until received.


 


(b)          Without
in any way limiting the obligation of any Loan Party and its Subsidiaries to confirm in writing any telephonic notice permitted
to be given hereunder, the Administrative Agent may prior to receipt of written confirmation act without liability upon the basis
of such telephonic notice, believed by the Administrative Agent in good faith to be from a Responsible Officer of a Loan Party.


 


(c)          Loan
Documents may be transmitted and/or signed by facsimile or other electronic means (e.g., a “pdf” or “tiff”).
The effectiveness of any such documents and signatures shall, subject to applicable law, have the same force and effect as manually
signed originals and shall be binding on each Loan Party, each Agent and each Lender. The Administrative Agent may also require
that any such documents and signatures be confirmed by a manually signed original thereof; provided that the failure to
request or deliver the same shall not limit the effectiveness of any facsimile or other electronic document or signature.


 


(d)          Notices
and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including electronic
mail and Internet or intranet websites). Notices or communications posted to an Internet or intranet website shall be deemed received
upon the posting thereof.


 




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(e)          THE
PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED
PARTIES WARRANT THE ACCURACY OR COMPLETENESS OF MATERIALS AND/OR INFORMATION PROVIDED BY OR ON BEHALF OF THE BORROWER HEREUNDER
(THE “BORROWER MATERIALS”) OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR
OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE
BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.


 


(f)          Each
Lender may change its address, email, facsimile or telephone number for notices and other communications hereunder by notice to
the Borrower and the Administrative Agent.


 


(g)          All
telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent,
and each of the parties hereto hereby consents to such recording.


 


11.3        No
Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of any Agent, any Lender or any
Loan Party, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided
are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.


 


11.4        Survival
of Representations and Warranties. All representations and warranties made hereunder and in the other Loan Documents (or in
any amendment, modification or supplement hereto or thereto) and in any certificate delivered pursuant hereto or such other Loan
Documents shall survive the execution and delivery of this Agreement and the making of the Loans hereunder.


 




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11.5        Payment
of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Agents and the Other Representatives for (1)
all their reasonable and documented out-of-pocket costs and expenses incurred in connection with (i) the syndication of
the Facilities and the development, preparation, execution and delivery of, and any amendment, supplement or modification to, this
Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, (ii) the consummation
and administration of the transactions (including the syndication of the Initial Term Loan Commitments) contemplated hereby and
thereby and (iii) efforts to monitor the Loans and verify, protect, evaluate, assess, appraise, collect, sell, liquidate
or otherwise dispose of any of the Collateral in accordance with the terms of the Loan Documents, and (2) the reasonable
and documented fees and disbursements of one firm of counsel, solely in its capacity as counsel to the Administrative Agent, and
such other special or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the continuance
of an Event of Default) is approved by the Borrower, (b) to pay or reimburse each Lender, each Issuing Bank, each Lead Arranger
and the Agents for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement
of any rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith,
including the fees and disbursements of counsel to the Agents (limited to one firm of counsel for the Agents and, if necessary,
one firm of local counsel in each appropriate jurisdiction, in each case for the Agents), (c) to pay, indemnify or reimburse
each Lender, each Issuing Bank, each Lead Arranger and the Agents for, and hold each Lender, each Issuing Bank, each Lead Arranger
and the Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from
any delay in paying, any stamp, documentary, excise and other similar taxes, if any, which may be payable or determined to be payable
in connection with the execution, delivery or enforcement of, or consummation or administration of any of the transactions contemplated
by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other
Loan Documents and any such other documents, and (d) to pay, indemnify or reimburse each Lender, each Issuing Bank, each
Lead Arranger, each Agent (and any sub-agent thereof) and each Related Party of any of the foregoing Persons (each, an “Indemnitee”)
for, and hold each Indemnitee harmless from and against, any and all other liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (in the case of fees and disbursements
of counsel, limited to one firm of counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate
jurisdiction, in each case for all Indemnitees (and, in the case of an actual or perceived conflict of interest where the Indemnitee
affected by such conflict informs the Borrower of such conflict and thereafter, after receipt of the Borrower’s consent (which
shall not be unreasonably withheld), retains its own counsel, of another firm of counsel for such affected Indemnitee)) arising
out of or relating to any actual or prospective claim, litigation, investigation or proceeding, whether based on contract, tort
or any other theory, brought by a third party or by the Borrower or any other Loan Party and regardless of whether any Indemnitee
is a party thereto, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the
other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans
or Letters of Credit (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), the violation of, noncompliance
with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Restricted Subsidiaries
or any of the property of the Borrower or any of its Restricted Subsidiaries (all the foregoing in this clause (d), collectively,
the “Indemnified Liabilities”), provided that the Borrower shall not have any obligation hereunder to
any Lead Arranger, any Other Representative, any Agent (or any sub-agent thereof), any Issuing Bank or any Lender (or any Related
Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof), Issuing Bank or Lender) with respect to
Indemnified Liabilities arising from (i) the gross negligence, bad faith or willful misconduct of such Lead Arranger, Other
Representative, Agent (or any sub-agent thereof), Issuing Bank or Lender (or any Related Party of such Lead Arranger, Other Representative,
Agent (or any sub-agent thereof), Issuing Bank or Lender), as the case may be, as determined by a court of competent jurisdiction
in a final and non-appealable decision, (ii) a material breach of the Loan Documents by such Lead Arranger, Other Representative,
Agent (or any sub-agent thereof), Issuing Bank or Lender (or any Related Party of such Lead Arranger, Other Representative, Agent
(or any sub-agent thereof), Issuing Bank or Lender), as the case may be, as determined by a court of competent jurisdiction in
a final and non-appealable decision or (iii) claims against such Indemnitee or any Related Party brought by any other Indemnitee
that do not involve claims against any Lead Arranger or Agent in its capacity as such. Neither the Borrower nor any Indemnitee
shall be liable for any indirect, special, punitive or consequential damages hereunder; provided that nothing contained
in this sentence shall limit the Borrower’s indemnity or reimbursement obligations under this Subsection 11.5 to the
extent such indirect, special, punitive or consequential damages are included in any third party claim in connection with which
such Indemnitee is entitled to indemnification hereunder. All amounts due under this Subsection 11.5 shall be payable not
later than 30 days after written demand therefor. Statements reflecting amounts payable by the Loan Parties pursuant to this Subsection
11.5 shall be submitted to the address of the Borrower set forth in Subsection 11.2, or to such other Person or address
as may be hereafter designated by the Borrower in a notice to the Administrative Agent. Notwithstanding the foregoing, except as
provided in Subsections 11.5(b) and (c) above, the Borrower shall have no obligation under this Subsection 11.5
to any Indemnitee with respect to any tax, levy, impost, duty, charge, fee, deduction or withholding imposed, levied, collected,
withheld or assessed by any Governmental Authority. The agreements in this Subsection 11.5 shall survive repayment of the
Loans and all other amounts payable hereunder.


 




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11.6        Successors
and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns permitted hereby, except that (i) other than in accordance
with Subsection 8.7, the Borrower shall not assign or otherwise transfer any of its rights or obligations hereunder without
the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be
null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance
with Subsection 2.10(e), Subsection 4.13(d), Subsection 4.14(c), Subsection 11.1(g) or this Subsection
11.6.


 


(b)          (i)
Subject to the conditions set forth in Subsection 11.6(b)(ii) below, any Lender other than a Conduit Lender may, in the
ordinary course of business and in accordance with applicable law, assign (other than to a Disqualified Party or any natural person)
to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement
(including its Commitments and/or Loans, pursuant to an Assignment and Acceptance) with the prior written consent of:


 


(A)         the
Borrower (in the case of an assignment of (i) Revolving Commitments to an Approved Commercial Bank or (ii) of
Term Loans, in each case, such consent not to be unreasonably withheld); provided that no consent of the Borrower shall
be required for an assignment (x) of Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund; provided
that if any Lender assigns all or a portion of its rights and obligations with respect to the Term Loans under this Agreement to
one of its Affiliates in connection with or in contemplation of the sale or other disposition of its interest in such Affiliate,
the Borrower’s prior written consent shall be required for such assignment, and (y) if an Event of Default under Subsection
9.1(a) or (f) with respect to the Borrower has occurred and is continuing, to any other Person;


 




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(B)         the
Administrative Agent (such consent not to be unreasonably withheld); provided that no consent of the Administrative Agent
shall be required for an assignment to a Lender or an Affiliate of a Lender or an Approved Fund; and


 


(C)         in
the case of an assignment of Revolving Commitments, any Issuing Bank and the Swing Line Lender (in the case of an assignment of
Revolving Commitments to an Approved Commercial Bank, such consent not to be unreasonably withheld).


 


(ii)         Assignments
shall be subject to the following additional conditions:


 


(A)         except
in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining
amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans (or, in
the case of Revolving Loans denominated in a Designated Foreign Currency, the Dollar Equivalent of the amount of such Loans) of
the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such
assignment is delivered to the Administrative Agent) shall be in an amount of an integral multiple of not less than (x)
$1,000,000 in the case of Term Loans and (y) $5,000,000 in the case of Revolving Loans and Revolving Commitments, in
each case unless the Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of
the Borrower shall be required if an Event of Default under Subsection 9.1(a) or (f) with respect to the Borrower
has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or
Approved Funds, if any;


 


(B)         the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a
processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case); provided that for
concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and
at the time of such assignments;


 


(C)         the
Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire;


 


(D)         any
assignment of Incremental Commitments or Loans to an Affiliated Lender shall also be subject to the requirements of Subsections
11.6(h) and (i); and


 




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(E)         any
Loans or Commitments acquired by the Borrower or any Restricted Subsidiary shall be retired and cancelled promptly upon acquisition
thereof.


 


For the purposes of this Subsection
11.6, the term “Approved Fund” has the following meaning: “Approved Fund” means any Person (other
than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit
in the ordinary course and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c)
an entity or an Affiliate of an entity that administers or manages a Lender. Notwithstanding the foregoing, no Lender shall be
permitted to make assignments under this Agreement to any Disqualified Party, except to the extent the Borrower has consented to
such assignment in writing and any such assignment and Disqualified Party shall be subject to the provisions of Subsection 11.6(m),
except to the extent the Borrower has otherwise expressly consented in writing.


 


(iii)        Subject
to acceptance and recording thereof pursuant to clause (b)(iv) below, from and after the effective date specified in each Assignment
and Acceptance the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the
extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and,
in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement,
such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of (and bound by any related obligations
under) Subsections 4.10, 4.11, 4.12, 4.13 and 11.5, and bound by its continuing obligations
under Subsection 11.6(m), Subsection 11.16 and, in the case of each Reference Bank, Subsection 4.6(c)). Any
assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with Subsection 2.10(e),
Subsection 4.13(d), Subsection 4.14(c), Subsection 11.1(g) or this Subsection 11.6 shall, to the extent
it would comply with Subsection 11.6(c), be treated for purposes of this Agreement as a sale by such Lender of a participation
in such rights and obligations in accordance with clause (c) of this Subsection 11.6 (and any attempted assignment, transfer
or participation which does not comply with this Subsection 11.6 shall be null and void).


 


(iv)        The
Borrower hereby designates the Administrative Agent, and the Administrative Agent agrees, to serve as the Borrower’s non-fiduciary
agent, solely for purposes of this Subsection 11.6, to maintain at one of its offices in New York, New York, a copy of each
Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the
Commitments of, and interest and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to
time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower,
the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof
as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available
for inspection by the Borrower (and, solely with respect to entries applicable to such Lender, any Lender), at any reasonable time
and from time to time upon reasonable prior notice. Notwithstanding the foregoing, in no event shall the Administrative Agent be
obligated to ascertain, monitor or inquire as to whether any Lender is an Affiliated Lender nor shall the Administrative Agent
be obligated to monitor the aggregate amount of Term Loans or Incremental Term Loans held by Affiliated Lenders. Upon request by
the Administrative Agent, the Borrower shall use commercially reasonable efforts to (i) promptly (and in any case, not less
than five Business Days (or shorter period as agreed to by the Administrative Agent) prior to the proposed effective date of any
amendment, consent or waiver pursuant to Subsection 11.1) provide to the Administrative Agent, a list of, to the Borrower’s
knowledge, all Affiliated Lenders holding Loans or Commitments at the time of such notice and (ii) not less than five Business
Days (or shorter period as agreed to by the Administrative Agent) prior to the proposed effective date of any amendment, consent
or waiver pursuant to Subsection 11.1, provide to the Administrative Agent, a list of, to the Borrower’s knowledge,
all Affiliated Debt Funds holding Loans or Commitments at the time of such notice.


 




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(v)         Each
Lender that sells a participation shall, acting for itself and, solely for this purpose, as non-fiduciary agent of the Borrower,
maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest)
of each Participant’s interest in the Loans, Commitments or other obligations under the Loan Documents (the “Participant
Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant
Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest
in any commitments, loans, letters of credit or its other obligations under any Loan Document) except to the extent that such disclosure
is necessary (x) to establish that such commitment, loan, letter of credit or other obligation is in registered form under
Section 5f.103-1(c) of the United States Treasury Regulations or (y) for the Borrower to enforce its rights hereunder. The
entries in the Participant Register shall be conclusive absent manifest error, and a Lender shall treat each person whose name
is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any
notice to the contrary.


 


(vi)        Upon
its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender (unless such assignment is being made
in accordance with Subsection 2.10(e), Subsection 4.13(d), Subsection 4.14(c), Subsection 11.1(g), Subsection
11.6(f) or Subsection 11.6(m)(iv) in which case the effectiveness of such Assignment and Acceptance shall not require
execution by the assigning Lender) and an Assignee, the Assignee’s completed administrative questionnaire (unless the Assignee
shall already be a Lender hereunder), the processing and recordation fee referred to in this Subsection 11.6(b) and any
written consent to such assignment required by this Subsection 11.6(b), the Administrative Agent shall accept such Assignment
and Acceptance, record the information contained therein in the Register and give prompt notice of such assignment and recordation
to the Borrower. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as
provided in this clause (vi).


 




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(vii)       On
or prior to the effective date of any assignment pursuant to this Subsection 11.6(b), the assigning Lender shall surrender
to the Administrative Agent any outstanding Notes held by it evidencing the Loans or Commitments, as applicable, which are being
assigned. Any Notes surrendered by the assigning Lender shall be returned by the Administrative Agent to the Borrower marked “cancelled.”


 


Notwithstanding
the foregoing provisions of this Subsection 11.6(b) or any other provision of this Agreement, if the Borrower shall have
consented thereto in writing in its sole discretion, the Administrative Agent shall have the right, but not the obligation, to
effectuate assignments of Loans, Incremental Commitments, Initial Term Loan Commitments and Revolving Commitments via an electronic
settlement system acceptable to Administrative Agent and the Borrower as designated in writing from time to time to the Lenders
by Administrative Agent (the “Settlement Service”). At any time when the Administrative Agent elects, in its
sole discretion, to implement such Settlement Service, each such assignment shall be effected by the assigning Lender and proposed
Assignee pursuant to the procedures then in effect under the Settlement Service, which procedures shall be subject to the prior
written approval of the Borrower and shall be consistent with the other provisions of this Subsection 11.6(b). Each assigning
Lender and proposed Assignee shall comply with the requirements of the Settlement Service in connection with effecting any assignment
of Loans and Commitments pursuant to the Settlement Service. Assignments and assumptions of Loans and Commitments shall be effected
by the provisions otherwise set forth herein until the Administrative Agent notifies the Lenders of the Settlement Service as set
forth herein. The Borrower may withdraw its consent to the use of the Settlement Service at any time upon notice to the Administrative
Agent, and thereafter assignments and assumptions of the Loans and Commitments shall be effected by the provisions otherwise set
forth herein. Notwithstanding the foregoing, it is understood and agreed that the Administrative Agent shall have the right, but
not the obligation, to effectuate assignments of Loans and Commitments via the ClearPar electronic settlement system pursuant to
procedures consistent with this Subsection 11.6(b), including execution and delivery of the Assignment and Acceptance (it
being understood that such execution and delivery may be by way of electronic signature) by the parties to the assignment.


 


Furthermore,
no Assignee, which as of the date of any assignment to it pursuant to this Subsection 11.6(b) would be entitled to receive
any greater payment under Subsection 4.10, 4.11, 4.12 or 11.5 than the assigning Lender would have
been entitled to receive as of such date under such Subsections with respect to the rights assigned shall notwithstanding anything
to the contrary in this Agreement be entitled to receive such greater payments unless the assignment was made after an Event of
Default under Subsection 9.1(a) or (f) has occurred and is continuing or the Borrower has expressly consented in
writing to waive the benefit of this provision at the time of such assignment.


 




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(c)          (i)
Any Lender other than a Conduit Lender may, in the ordinary course of its business and in accordance with applicable law, without
the consent of the Borrower or the Administrative Agent, sell participations (other than to any Disqualified Party or a natural
person) to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s
rights and obligations under this Agreement (including all or a portion of its Initial Term Loan Commitments, Incremental Commitments,
Extended Commitments, Revolving Commitments and the Loans owing to it); provided that (A) such Lender’s obligations
under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto
for the performance of such obligations, (C) such Lender shall remain the holder of any such Loan for all purposes under
this Agreement and the other Loan Documents, (D) the Borrower, the Administrative Agent and the Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (E) prior
to selling any participation in any Revolving Commitments, such Lender shall have provided the Borrower with not less than five
Business Days’ advance notice of such sale and (F) in the case of any participation to a Permitted Affiliated Assignee,
such participation shall be governed by the provisions of Subsection 11.6(h)(ii) to the same extent as if each reference
therein to an assignment of a Loan were to a participation of a Loan and the references to Affiliated Lender were to such Permitted
Affiliated Assignee in its capacity as a participant. Any agreement pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, supplement, modification
or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without
the consent of the Participant, agree to any amendment, supplement, modification or waiver that (1) requires the consent
of each Lender directly affected thereby pursuant to clause (i) or (iii) of the second proviso to the second sentence of Subsection
11.1(a) and (2) directly affects such Participant. Subject to Subsection 11.6(c)(ii), the Borrower agrees that
each Participant shall be entitled to the benefits of (and shall have the related obligations under) Subsections 4.10, 4.11,
4.12, 4.13 and 11.5 to the same extent as if it were a Lender and had acquired its interest by assignment
pursuant to Subsection 11.6(b). To the extent permitted by law, each Participant also shall be entitled to the benefits
of Subsection 11.7(b) as though it were a Lender, provided that such Participant shall be subject to Subsection
11.7(a) as though it were a Lender. Notwithstanding the foregoing, no Lender shall be permitted to sell or maintain a participation
under this Agreement to or with any Disqualified Party and any participation to a Person that is or at any time becomes a Disqualified
Party shall be null and void, except to the extent the Borrower has expressly consented to such participation in writing; provided
that if any such participation by a Lender is subject to a sub-participation by such Disqualified Party to a Person that is not
a Disqualified Party or natural person, and such sub-participation if made as a participation directly by such Lender would comply
with Subsection 11.6, such sub-participant shall have the right to assume all of the rights and obligations of such Disqualified
Party under such participation and thereby become a Participant hereunder in substitution for such Disqualified Party (it being
understood that such sub-participant shall, prior to the effectiveness of such assumption, provide to such Lender that sold or
maintained such participation all documentation and information as is reasonably required by such Lender pursuant to “know
your customer” and anti-money laundering rules and regulations and execute and deliver an appropriate assumption agreement
to effect such substitution on terms and conditions mutually agreed between such sub-participant and such Lender, and such Disqualified
Party shall thereupon be deemed to have executed and delivered such assumption agreement). Any such participation and Disqualified
Party not permitted prior to the foregoing sentence shall be subject to the provisions of Subsection 11.6(m), except to
the extent the Borrower has otherwise expressly consented in writing. Any attempted participation which does not comply with Subsection
11.6 shall be null and void.


 




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(ii)         No
Loan Party shall be obligated to make any greater payment under Subsection 4.10, 4.11 or 11.5 than it would
have been obligated to make in the absence of any participation, unless the sale of such participation is made with the prior written
consent of the Borrower and the Borrower expressly waives the benefit of this provision at the time of such participation. Any
Participant that is not incorporated under the laws of the United States of America or a state thereof shall not be entitled to
the benefits of Subsection 4.11 unless such Participant complies with Subsection 4.11(b) and provides the forms and
certificates referenced therein to the Lender that granted such participation.


 


(d)          Any
Lender, without the consent of the Borrower or the Administrative Agent, may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment
to secure obligations to a Federal Reserve Bank or central bank of a member state of the European Union, and this Subsection
11.6 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment
of a security interest shall release a Lender from any of its obligations hereunder or substitute (by foreclosure or otherwise)
any such pledgee or Assignee for such Lender as a party hereto.


 


(e)          No
assignment or participation made or purported to be made to any Assignee or Participant shall be effective without the prior written
consent of the Borrower if it would require the Borrower to make any filing with any Governmental Authority or qualify any Loan
or Note under the laws of any jurisdiction, and the Borrower shall be entitled to request and receive such information and assurances
as it may reasonably request from any Lender or any Assignee or Participant to determine whether any such filing or qualification
is required or whether any assignment or participation is otherwise in accordance with applicable law.


 


(f)          Notwithstanding
the foregoing, any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its designating Lender without
the consent of the Borrower or the Administrative Agent and without regard to the limitations set forth in Subsection 11.6(b).
The Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join
any other Person in instituting against a Conduit Lender any domestic or foreign bankruptcy, reorganization, arrangement, insolvency
or liquidation proceeding under any state, federal or provincial bankruptcy or similar law, for one year and one day after the
payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that
each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss,
cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender during such period
of forbearance. Each such indemnifying Lender shall pay in full any claim received from the Borrower pursuant to this Subsection
11.6(f) within 30 Business Days of receipt of a certificate from a Responsible Officer of the Borrower specifying in reasonable
detail the cause and amount of the loss, cost, damage or expense in respect of which the claim is being asserted, which certificate
shall be conclusive absent manifest error. Without limiting the indemnification obligations of any indemnifying Lender pursuant
to this Subsection 11.6(f), in the event that the indemnifying Lender fails timely to compensate the Borrower for such claim,
any Loans held by the relevant Conduit Lender shall, if requested by the Borrower, be assigned promptly to the Lender that administers
the Conduit Lender and the designation of such Conduit Lender shall be void.


 




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(g)          If
the Borrower wishes to replace the Loans under any Facility with ones having different terms, it shall have the option, with the
consent of the Administrative Agent and subject to at least three Business Days’ (or such shorter period as agreed to by
the Administrative Agent in its reasonable discretion) advance notice to the Lenders under such Facility, instead of prepaying
the Loans to be replaced, to (i) require the Lenders under such Facility to assign such Loans to the Administrative Agent
or its designees and (ii) amend the terms thereof in accordance with Subsection 11.1. Pursuant to any such assignment,
all Loans to be replaced shall be purchased at par (allocated among the Lenders under such Facility in the same manner as would
be required if such Loans were being optionally prepaid by the Borrower), accompanied by payment of any accrued interest and fees
thereon and any amounts owing pursuant to Subsection 4.12. By receiving such purchase price, the Lenders under such Facility
shall automatically be deemed to have assigned the Loans under such Facility pursuant to the terms of the form of the Assignment
and Acceptance, the Administrative Agent shall record such assignment in the Register and accordingly no other action by such Lenders
shall be required in connection therewith. The provisions of this clause (g) are intended to facilitate the maintenance of the
perfection and priority of existing security interests in the Collateral during any such replacement.


 


(h)          (i)
Notwithstanding anything to the contrary contained herein, (x) any Lender may, at any time, assign all or a portion
of its rights and obligations under this Agreement in respect of its Loans or Commitments to any Parent Entity, the Borrower, any
Subsidiary or an Affiliated Lender and (y) any Parent Entity, the Borrower and any Subsidiary may, from time to time,
purchase or prepay Loans, in each case, on a non-pro rata basis through (1) Dutch auction procedures open to all applicable
Lenders on a pro rata basis in accordance with customary procedures to be agreed between the Borrower and the Administrative Agent
(or other applicable agent managing such auction); provided that (A) any such Dutch auction by the Borrower or its
Subsidiaries shall be made in accordance with Subsection 4.4(l) and (B) any such Dutch auction by any Parent Entity
shall be made on terms substantially similar to Subsection 4.4(l) or on other terms to be agreed between such Parent Entity
and the Administrative Agent (or other applicable agent managing such auction) or (2) open market purchases; provided
further that:


 


(1)         such
Affiliated Lender and such other Lender shall execute and deliver to the Administrative Agent an assignment agreement substantially
in the form of Exhibit K hereto (an “Affiliated Lender Assignment and Assumption”) and the Administrative
Agent shall record such assignment in the Register;


 


(2)         at
the time of such assignment after giving effect to such assignment, (x) the aggregate principal amount of all Term Loans
held (or participated in) by Affiliated Lenders that are not Affiliated Debt Funds shall not exceed 25.0% of the aggregate principal
amount of all Term Loans outstanding under this Agreement and (y) the aggregate amount of all Revolving Commitments held
by Affiliated Lenders that are not Affiliated Debt Funds shall not exceed 25.0% of the aggregate amount of all Revolving Commitments
outstanding under this Agreement; and


 




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(3)         (x)
any such Loans or Commitments acquired by the Borrower or a Restricted Subsidiary shall be retired or cancelled promptly upon the
acquisition thereof and (y) any such Term Loans acquired by an Affiliated Lender may, with the consent of the Borrower,
be contributed to the Borrower, whether through a Parent Entity or otherwise, and exchanged for debt or equity securities of the
Borrower or such Parent Entity that are otherwise permitted to be issued at such time pursuant to the terms of this Agreement,
so long as any Term Loans so acquired by the Borrower shall be retired and cancelled promptly upon the acquisition thereof.


 


(ii)         Notwithstanding
anything to the contrary in this Agreement, no Affiliated Lender that is not an Affiliated Debt Fund shall have any right to (A)
attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to
which representatives of the Loan Parties are not invited, (B) receive any information or material prepared by the Administrative
Agent or any Lender or any communication by or among the Administrative Agent and/or one or more Lenders, except to the extent
such information or materials have been made available to the Borrower or its representatives or (C) receive advice of counsel
to the Administrative Agent, the Collateral Agent or any other Lender or challenge their attorney client privilege.


 


(iii)        Notwithstanding
anything in Subsection 11.1 or the definitions of “Required Lenders”, “Required Revolving Lenders”
and “Required Majority in Interest Lenders” to the contrary, for purposes of determining whether the Required Lenders,
the Required Revolving Lenders or the Required Majority in Interest Lenders, as applicable, have (A) consented (or
not consented) to any amendment or waiver of any provision of this Agreement or any other Loan Document or any departure by any
Loan Party therefrom, (B) otherwise acted on any matter related to any Loan Document, or (C) directed or required
the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any
Loan Document, an Affiliated Lender that is not an Affiliated Debt Fund shall be deemed to have voted its interest as a Lender
without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not such Affiliated
Lenders; provided that, (I) to the extent Lenders are being compensated by the Borrower for consenting to an
amendment, modification, waiver or any other action, each Affiliated Lender who has been deemed to have voted its Loans in accordance
with this Subsection 11.6(h)(iii) shall be entitled to be compensated on the same basis as each consenting Lender as if
it had voted all of its Loans in favor of the applicable amendment, modification, waiver or other action); and (II) no amendment,
modification, waiver, consent or other action with respect to any Loan Document shall deprive such Affiliated Lender of its ratable
share of any payments of Loans of any class to which such Affiliated Lender is entitled under the Loan Documents without such Affiliated
Lender providing its consent; provided, further, that such Affiliated Lender shall have the right to approve any
amendment, modification, waiver or consent that (x) disproportionately and adversely affects such Affiliated Lender
in its capacity as a Lender or affects such Affiliated Lender differently in its capacity as a Lender than other Lenders or (y)
is of the type described in Subsections 11.1(a)(i) through (x) (other than subclause (v) and (vi));
and in furtherance of the foregoing, (x) the Affiliated Lender agrees to execute and deliver to the Administrative Agent
any instrument reasonably requested by the Administrative Agent to evidence the voting of its interest as a Lender in accordance
with the provisions of this Subsection 11.6(h)(iii); provided that if the Affiliated Lender fails to promptly execute
such instrument such failure shall in no way prejudice any of the Administrative Agent’s rights under this Subsection
11.6(h)(iii) and (y) the Administrative Agent is hereby appointed (such appointment being coupled with an interest)
by such Affiliated Lender as such Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of such
Affiliated Lender and in the name of such Affiliated Lender, from time to time in the Administrative Agent’s discretion to
take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions
of this Subsection 11.6(h)(iii).


 




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(iv)        Each
Affiliated Lender that is not an Affiliated Debt Fund, solely in its capacity as a Lender, hereby agrees, and each Affiliated Lender
Assignment and Assumption agreement shall provide a confirmation that, if any of Holdings, the Borrower or any Restricted Subsidiary
shall be subject to any voluntary or involuntary bankruptcy, reorganization, insolvency or liquidation proceeding (each, a “Bankruptcy
Proceeding”), (i) such Affiliated Lender shall not take any step or action in such Bankruptcy Proceeding to object
to, impede, or delay the exercise of any right or the taking of any action by the Administrative Agent (or the taking of any action
by a third party that is supported by the Administrative Agent) in relation to such Affiliated Lender’s claim with respect
to its Term Loans (“Claim”) (including objecting to any debtor in possession financing, use of cash collateral,
grant of adequate protection, sale or disposition, compromise, or plan of reorganization) so long as such Affiliated Lender in
its capacity as a Lender is treated in connection with such exercise or action on the same or better terms as the other Lenders
and (ii) (with respect to any matter requiring the vote of Lenders during the pendency of a Bankruptcy Proceeding (including
voting on any plan of reorganization), the Term Loans held by such Affiliated Lender (and any Claim with respect thereto) shall
be deemed to be voted in accordance with Subsection 11.6(h)(iii) above so long as such Affiliated Lender in its capacity
as a Lender is treated in connection with the exercise of such right or taking of such action on the same or better terms as other
Lenders. For the avoidance of doubt, the Lenders and each Affiliated Lender that is not an Affiliated Debt Fund agree and acknowledge
that the provisions set forth in this Subsection 11.6(h)(iv) and the related provisions set forth in each Affiliated Lender
Assignment and Assumption constitute a “subordination agreement” as such term is contemplated by, and utilized in,
Section 510(a) of the United States Bankruptcy Code, and, as such, it is their intention that this Subsection 11.6(h)(iv)
would be enforceable for all purposes in any case where Holdings, the Borrower or any Restricted Subsidiary has filed for protection
under any law relating to bankruptcy, insolvency or reorganization or relief of debtors applicable to Holdings, the Borrower or
such Restricted Subsidiary, as applicable. Each Affiliated Lender that is not an Affiliated Debt Fund hereby irrevocably appoints
the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Lender’s attorney-in-fact,
with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender (solely in respect
of Loans, Commitments and participations therein and not in respect of any other claim or status such Affiliated Lender may otherwise
have), from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the
Administrative Agent may deem reasonably necessary to carry out the provisions of this Subsection 11.6(h)(iv).


 




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(v)         Each
Lender making an assignment to, or taking an assignment from, an Affiliated Lender acknowledges and agrees that in connection with
such assignment, (1) such Affiliated Lender then may have, and later may come into possession of Excluded Information, (2)
such Lender has independently and, without reliance on the Affiliated Lender, Holdings, the Borrower, any of its Subsidiaries,
the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to enter into such
assignment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of Holdings, the
Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender,
and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holdings, the
Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with
respect to the nondisclosure of the Excluded Information. Each Lender entering into such an assignment further acknowledges that
the Excluded Information may not be available to the Administrative Agent or the other Lenders.


 


(i)          Notwithstanding
anything to the contrary in this Agreement, Subsection 11.1 or the definitions of “Required Lenders”, “Required
Revolving Lenders” and “Required Majority in Interest Lenders” (x) with respect to any assignment or participation
to or by an Affiliated Debt Fund, such assignment or participation shall be made pursuant to an open market purchase and (y)
for purposes of determining whether the Required Lenders, the Required Revolving Lenders or the Required Majority in Interest Lenders,
as applicable, have (i) consented (or not consented) to any amendment, supplement, modification, waiver, consent or other
action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise
acted on any matter related to any Loan Document or (iii) directed or required the Administrative Agent, Collateral Agent
or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, all Loans
and/or Commitments held by Affiliated Debt Funds may not account for more than 49.9% of the Loans and/or Commitments of consenting
Lenders included in determining whether the Required Lenders, the Required Revolving Lenders or the Required Majority in Interest
Lenders, as applicable, have consented to any action pursuant to Subsection 11.1.


 


(j)          Notwithstanding
the foregoing provisions of this Subsection 11.6, nothing in this Subsection 11.6 is intended to or should be construed
to limit the Borrower’s right to prepay the Loans as provided hereunder, including under Subsection 4.4.


 


(k)          [Reserved].


 


(l)           [Reserved].


 


(m)          (i)
Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary, if any Lender or Participant at
any time is or becomes a Disqualified Party, then for so long as such Lender or Participant shall be a Disqualified Party, the
provisions of this Subsection 11.6(m) shall apply with respect to such Disqualified Party unless the Borrower shall have
otherwise expressly consented in writing in its sole discretion (and regardless of whether the Borrower shall have consented to
any assignment or participation to such Lender or Participant).


 




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(ii)         Any
Disqualified Party shall be bound by the provisions of, but shall not have any rights or remedies or be a beneficiary (whether
as a Lender, a Participant or otherwise) under or with respect to, this Agreement or any other Loan Document. Without limiting
the foregoing, a Disqualified Party (1) shall not be entitled to and shall have no right to receive any payment in respect
of principal (other than with respect to payments of principal on the Maturity Date for the applicable Tranche), interest, fees,
costs, expenses or any other amount under or in respect of any Loan Document, including but not limited to pursuant to Subsection
2.2, 2.6(c), 4.1, 4.4, 4.5, 4.8, 4.10, 4.11, 4.12, 11.5, 11.6(c)
or 11.7 of this Agreement, Subsection 9.4 of the Guarantee and Collateral Agreement or any similar provision of any other
Loan Document, and (2) shall be deemed not to be (w) a Secured Party (as defined in the Guarantee and Collateral
Agreement or any other applicable Security Document) under or in respect of any Loan Document, (x) a Cash Flow Secured Party
(as defined in the ABL/Cash Flow Intercreditor Agreement) under or in respect of the ABL/Cash Flow Intercreditor Agreement, (y)
an Original Senior Lien Creditor (as defined in any Junior Lien Intercreditor Agreement) under or in respect of such Junior Lien
Intercreditor Agreement or (z) the analogous party under or in respect of any Other Intercreditor Agreement. No fees or
interest shall accrue for the account of a Disqualified Party (except solely for interest payable to a permitted assignee thereof
following an assignment to such assignee (1) pursuant to and as expressly provided in Subsection 11.6(b) and (2)
pursuant to and as expressly provided in Subsection 11.6(m)(iv) below).


 


(iii)         No
Disqualified Party shall have any right to approve, disapprove or consent to any amendment, supplement, waiver or modification
of this Agreement or any other Loan Document or any term hereof or thereof. In determining whether the requisite Lender or Lenders
have consented to any such amendment, supplement, waiver or modification, and in determining the Required Lenders, the Required
Revolving Lenders or the Required Majority in Interest Lenders for any purpose under or in respect of any Loan Document, any Lender
that is a Disqualified Party (and the Loans, Commitments and/or interests in L/C Obligations of such Disqualified Party) shall
be excluded and disregarded. Each such amendment, supplement, waiver or modification shall be binding and effective as to each
Disqualified Party.


 




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(iv)        The
Borrower shall have the right (A) at the sole expense of any Lender that is a Disqualified Party and/or the Person that
assigned its Commitments and/or Loans to such Disqualified Party, to seek to replace or terminate such Disqualified Party as a
Lender by causing such Lender to (and such Lender shall be obligated to) assign any or all of its Commitments and/or Loans and
its rights and obligations under this Agreement to one or more assignees (which may, at the Borrower’s sole option, be or
include any Parent Entity, the Borrower or any Subsidiary); provided that (1) the Administrative Agent shall not
have any obligation to the Borrower to find such a replacement Lender, (2) the Borrower shall not have any obligation to
such Disqualified Party or any other Person to find such a replacement Lender or accept or consent to any such assignment to itself
or any other Person and (3) the assignee (or, at its option, the Borrower) shall pay to such Disqualified Party concurrently
with such assignment an amount (which payment shall be deemed payment in full) equal to the lesser of (x) the face principal
amount of the Loans so assigned, (y) the amount that such Disqualified Party paid to acquire such Commitments and/or Loans,
and (z) the most recently available quoted price for such Commitments and/or Loans (as determined by the Borrower in good
faith, which determination shall be conclusive, the “Trading Price”), in each case without interest thereon
(it being understood that if the effective date of such assignment is not an Interest Payment Date, such assignee shall be entitled
to receive on the next succeeding Interest Payment Date interest on the principal amount of the Loans so assigned that has accrued
and is unpaid from the Interest Payment Date last preceding such effective date (except as may be otherwise agreed between such
assignee and the Borrower)), or (B) to prepay any Loans held by such Disqualified Party, in whole or in part, by paying
an amount (which payment shall be deemed payment in full) equal to the lesser of (x) the face principal amount of the Loans
so prepaid, (y) the amount that such Disqualified Party paid to acquire such Loans, and (z) the Trading Price for
such Loans (in each case without interest thereon), and if applicable, terminate the Commitments of such Disqualified Party, in
whole or in part. In connection with any such replacement, (1) if the Disqualified Party does not execute and deliver to
the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary or appropriate (in
the good faith determination of the Administrative Agent or the Borrower, which determination shall be conclusive) to reflect such
replacement by the later of (a) the date on which the replacement Lender executes and delivers such Assignment and Acceptance
and/or such other documentation and (b) the date as of which the Disqualified Party shall be paid by the assignee Lender
(or, at its option, the Borrower) the amount required pursuant to this Subsection 11.6(m)(iv)(B), then such Disqualified
Party shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such
date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other
documentation on behalf of such Disqualified Party, and the Administrative Agent shall record such assignment in the Register,
(2) each Lender (whether or not then a party hereto) agrees to disclose to the Borrower the amount that the applicable Disqualified
Party paid to acquire Commitments and/or Loans from such Lender and (3) each Lender that is a Disqualified Party agrees
to disclose to the Borrower the amount it paid to acquire the Commitments and/or Loans held by it.


 


(v)          No
Disqualified Party (whether as a Lender, a Participant or otherwise) shall have any right to (A) receive any information
or material made available to any Lender or the Administrative Agent hereunder or under any other Loan Document, (B) have
access to any Internet or intranet website to which any of the Lenders and the Administrative Agent have access (whether a commercial,
third-party or other website or whether sponsored by the Administrative Agent, the Borrower or otherwise), (C) attend (including
by telephone) or otherwise participate in any meeting or discussions (or portions thereof) among or with any of the Borrower, the
Administrative Agent and/or one or more Lenders, (D) receive any information or material prepared by the Borrower, the Administrative
Agent and/or one or more Lenders or (E) receive advice of counsel to the Administrative Agent, the Collateral Agent or any
other Lender or challenge their attorney client privilege. Any Disqualified Party shall not solicit or seek to obtain any such
information or material. If at any time any Disqualified Party receives or possesses any such information or material, such Disqualified
Party shall (1) notify the Borrower as soon as possible that such information or material has become known to it or came
into its possession, (2) immediately return to the Borrower or, at the option of the Borrower, destroy (and confirm to the
Borrower such destruction) such information or material, together with any notes, analyses, compilations, forecasts, studies or
other documents related thereto which it or its advisors prepared and (3) keep such information or material confidential
and shall not utilize such information or material for any purpose. Each Lender (whether or not then a party hereto) agrees to
notify the Borrower as soon as possible if it becomes aware that (x) it made an assignment to or has a participation with
a Disqualified Party or (y) any such Disqualified Party has received any such information of materials.


 




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(vi)        The
rights and remedies of the Borrower provided herein are cumulative and are not exclusive of any other rights and remedies provided
to the Borrower at law or in equity, and the Borrower shall be entitled to pursue any remedy available to it against any Lender
that has (or has purported to have) made an assignment or sold or maintained a participation to or with a Disqualified Party or
against any Disqualified Party. In no event shall the Administrative Agent be obligated to ascertain, monitor or inquire as to
whether any prospective assignee pursuant to Subsection 11.6(b) is a Disqualified Party or have any liability with respect
to or arising out of any assignment or participation of Loans by the Lenders or disclosure of confidential information by the Lenders,
in each case, to any Disqualified Party; provided that, unless the Borrower has consented to an assignment to an applicable
Disqualified Party, this sentence shall not relieve the Administrative Agent of any liability arising from the bad faith, gross
negligence or willful misconduct of the Administrative Agent (as determined by a court of competent jurisdiction in a final and
non-appealable decision).


 


(vii)       Notwithstanding
any other provision of this Agreement, any other Loan Document, any Assignment and Acceptance or any other document, the provisions
of this Subsection 11.6(m) shall apply and survive with respect to each Lender, Participant and Disqualified Party
notwithstanding that any such Person may have ceased to be a Lender or Participant (or any purported participation to any such
Disqualified Party shall be void) hereunder or this Agreement may have been terminated.


 


11.7        Adjustments;
Set-off; Calculations; Computations. (a) If any Lender (a “Benefited Lender”) shall at any time receive
any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily
or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Subsection 9.1(f), or otherwise
(except pursuant to Subsection 2.8, 2.9, 2.10, 2.11, 4.4, 4.5(b), 4.9, 4.10,
4.11, 4.12, 4.13(d), 4.14, 11.1(g) or 11.6)), in a greater proportion than any such payment
to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans owing to it, or interest thereon,
such Benefited Lender shall purchase for cash from the other Lenders an interest (by participation, assignment or otherwise) in
such portion of each such other Lender’s Loans owing to it, or shall provide such other Lenders with the benefits of any
such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits
of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of
such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase
price and benefits returned, to the extent of such recovery, but without interest.


 




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(b)          In
addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to the
Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, upon the occurrence
of an Event of Default under Subsection 9.1(a) to set-off and appropriate and apply against any amount then due and payable
under Subsection 9.1(a) by the Borrower any and all deposits (general or special, time or demand, provisional or final),
in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute
or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit
or the account of the Borrower. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such
set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity
of such set-off and application.


 


11.8        Judgment.
(a) If, for the purpose of obtaining or enforcing judgment against any Loan Party in any court in any jurisdiction, it becomes
necessary to convert into any other currency (such other currency being hereinafter in this Subsection 11.8 referred to
as the “Judgment Currency”) an amount due under any Loan Document in any currency (the “Obligation
Currency”) other than the Judgment Currency, the conversion shall be made at the rate of exchange prevailing on the Business
Day immediately preceding the date of actual payment of the amount due, in the case of any proceeding in the courts of any other
jurisdiction that will give effect to such conversion being made on such date, or the date on which the judgment is given, in the
case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant
to this Subsection 11.8 being hereinafter in this Subsection 11.8 referred to as the “Judgment Conversion
Date”).


 


(b)          If,
in the case of any proceeding in the court of any jurisdiction referred to in Subsection 11.8(a), there is a change in the
rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt for value of the amount due, the
applicable Loan Party shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure
that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment,
will produce the amount of the Obligation Currency which could have been purchased with the amount of the Judgment Currency stipulated
in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from any Loan
Party under this Subsection 11.8(b) shall be due as a separate debt and shall not be affected by judgment being obtained
for any other amounts due under or in respect of any of the Loan Documents.


 


(c)          The
term “rate of exchange” in this Subsection 11.8 means the rate of exchange at which the Administrative Agent,
on the relevant date at or about 12:00 noon, New York City time, would be prepared to sell, in accordance with its normal course
foreign currency exchange practices, the Obligation Currency against the Judgment Currency.


 




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11.9        Counterparts.
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including
by facsimile and other electronic transmission), and all of such counterparts taken together shall be deemed to constitute one
and the same instrument. A set of the copies of this Agreement signed by all the parties shall be delivered to the Borrower and
the Administrative Agent.


 


11.10      Severability.
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


11.11      Integration.
This Agreement and the other Loan Documents represent the entire agreement of each of the Loan Parties party hereto, the Administrative
Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties
by any of the Loan Parties party hereto, the Administrative Agent or any Lender relative to the subject matter hereof not expressly
set forth or referred to herein or in the other Loan Documents.


 


11.12      Governing
Law. THIS AGREEMENT AND ANY NOTES AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND ANY NOTES SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES
OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE
OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.


 


11.13      Submission
to Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:


 


(a)          submits
for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which
it is a party to the exclusive general jurisdiction of the Supreme Court of the State of New York for the County of New York (the
“New York Supreme Court”), and the United States District Court for the Southern District of New York (the “Federal
District Court”, and together with the New York Supreme Court, the “New York Courts”) and appellate
courts from either of them; provided that nothing in this Agreement shall be deemed or operate to preclude (i) any
Agent from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security
for the Cash Flow Facilities Obligations (in which case any party shall be entitled to assert any claim or defense, including any
claim or defense that this Subsection 11.13 would otherwise require to be asserted in a legal action or proceeding in a
New York Court), or to enforce a judgment or other court order in favor of the Administrative Agent or the Collateral Agent, (ii)
any party from bringing any legal action or proceeding in any jurisdiction for the recognition and enforcement of any judgment,
(iii) if all such New York Courts decline jurisdiction over any Person, or decline (or in the case of the Federal District
Court, lack) jurisdiction over any subject matter of such action or proceeding, a legal action or proceeding may be brought with
respect thereto in another court having jurisdiction and (iv) in the event a legal action or proceeding is brought against
any party hereto or involving any of its assets or property in another court (without any collusive assistance by such party or
any of its Subsidiaries or Affiliates), such party from asserting a claim or defense (including any claim or defense that this
Subsection 11.13(a) would otherwise require to be asserted in a legal proceeding in a New York Court) in any such action
or proceeding;


 




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(b)          consents
that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to
the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient forum
and agrees not to plead or claim the same;


 


(c)          agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail
(or any substantially similar form of mail), postage prepaid, to the Borrower, the applicable Lender or the Administrative Agent,
as the case may be, at the address specified in Subsection 11.2 or at such other address of which the Administrative Agent,
any such Lender and the Borrower shall have been notified pursuant thereto;


 


(d)          agrees
that nothing herein shall affect the right to effect service of process in any other manner permitted by law or (subject to clause
(a) above) shall limit the right to sue in any other jurisdiction; and


 


(e)          waives,
to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred
to in this Subsection 11.13 any consequential or punitive damages.


 


11.14      Acknowledgements.
The Borrower hereby acknowledges that:


 


(a)          it
has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;


 


(b)          neither
any Agent nor any Other Representative or Lender has any fiduciary relationship with or duty to the Borrower arising out of or
in connection with this Agreement or any of the other Loan Documents, and the relationship between the Administrative Agent and
Lenders, on the one hand, and the Borrower, on the other hand, in connection herewith or therewith is solely that of creditor and
debtor;


 


(c)          no
joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby
and thereby among the Lenders or among the Borrower and the Lenders; and


 


(d)          each
Agent, each Lender and their Affiliates may have economic interests that conflict with those of the Loan Parties, their stockholders
and/or their Affiliates.


 


11.15       Waiver
of Jury Trial. EACH OF THE BORROWER, THE AGENTS AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY
IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY NOTES OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 




    253


     


    

 


11.16      Confidentiality.
(a) Each Agent, each Other Representative and each Lender agrees to keep confidential any information (a) provided to it
by or on behalf of Holdings or the Borrower or any of their respective Subsidiaries pursuant to or in connection with the Loan
Documents or (b) obtained by such Lender based on a review of the books and records of Holdings or the Borrower or
any of their respective Subsidiaries; provided that nothing herein shall prevent any Lender from disclosing any such information
(i) to any Agent, any Other Representative or any other Lender, (ii) to any Transferee, or prospective Transferee
or any creditor or any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the
Borrower and its obligations which agrees to comply with the provisions of this Subsection 11.16 pursuant to a written instrument
(or electronically recorded agreement from any Person listed above in this clause (ii), in respect to any electronic information
(whether posted or otherwise distributed on any Platform)) for the benefit of the Borrower (it being understood that each relevant
Lender shall be solely responsible for obtaining such instrument (or such electronically recorded agreement)), (iii) to
its Affiliates and the employees, officers, partners, directors, agents, attorneys, accountants and other professional advisors
of it and its Affiliates, provided that such Lender shall inform each such Person of the agreement under this Subsection 11.16
and take reasonable actions to cause compliance by any such Person referred to in this clause (iii) with this agreement (including,
where appropriate, to cause any such Person to acknowledge its agreement to be bound by the agreement under this Subsection
11.16), (iv) upon the request or demand of any Governmental Authority having jurisdiction over such Lender or its affiliates
or to the extent required in response to any order of any court or other Governmental Authority or as shall otherwise be required
pursuant to any Requirement of Law, provided that, other than with respect to any disclosure to any bank regulatory authority,
such Lender shall, unless prohibited by any Requirement of Law, notify the Borrower of any disclosure pursuant to this clause (iv)
as far in advance as is reasonably practicable under such circumstances, (v) which has been publicly disclosed other than
in breach of this Agreement, (vi) in connection with the exercise of any remedy hereunder, under any Loan Document or under
any Interest Rate Agreement, (vii) in connection with periodic regulatory examinations and reviews conducted by the National
Association of Insurance Commissioners or any Governmental Authority having jurisdiction over such Lender or its affiliates (to
the extent applicable), (viii) in connection with any litigation to which such Lender (or, with respect to any Interest
Rate Agreement, any Affiliate of any Lender party thereto) may be a party subject to the proviso in clause (iv) above, and (ix)
if, prior to such information having been so provided or obtained, such information was already in an Agent’s or a Lender’s
possession on a non-confidential basis without a duty of confidentiality to the Borrower or any of its Subsidiaries being violated.
Notwithstanding any other provision of this Agreement, any other Loan Document or any Assignment and Acceptance, the provisions
of this Subsection 11.16 shall survive with respect to each Agent and Lender until the second anniversary of such Agent
or Lender ceasing to be an Agent or a Lender, respectively. In addition, the Administrative Agent may provide information regarding
the Facilities to service providers providing administrative and ministerial services solely in connection with the syndication
and administration of the Facilities on a confidential basis; provided that, except with respect to information which has
been publicly disclosed other than in breach of this Agreement, the Administrative Agent shall inform each such Person of the agreement
under this Subsection 11.16 and take reasonable actions to cause compliance by any such Person with this agreement
(including, where appropriate, to cause any such Person to acknowledge its agreement to be bound by the agreement under this Subsection
11.16).


 




    254


     


    

 


(b)          Each
Lender acknowledges that any such information referred to in Subsection 11.16(a), and any information (including requests
for waivers and amendments) furnished by the Borrower or any of its Subsidiaries or the Administrative Agent pursuant to or in
connection with this Agreement and the other Loan Documents, may include material non-public information concerning the Borrower
or any of its Subsidiaries, the other Loan Parties and their respective Affiliates or their respective securities. Each Lender
represents and confirms that such Lender has developed compliance procedures regarding the use of material non-public information;
that such Lender will handle such material non-public information in accordance with those procedures and applicable law, including
United States federal and state securities laws; and that such Lender has identified to the Administrative Agent a credit contact
who may receive information that may contain material non-public information in accordance with its compliance procedures and applicable
law.


 


11.17      Incremental
Indebtedness; Additional Indebtedness. In connection with the Incurrence by any Loan Party or any Subsidiary thereof of any
Incremental Indebtedness, Specified Refinancing Indebtedness or Additional Indebtedness, each of the Administrative Agent and the
Collateral Agent agrees to execute and deliver the ABL/Cash Flow Intercreditor Agreement, any Junior Lien Intercreditor Agreement
or any Other Intercreditor Agreement or any Intercreditor Agreement Supplement and amendments, amendments and restatements, restatements
or waivers of or supplements to or other modifications to, any Security Document (including but not limited to any Mortgages and
UCC fixture filings, and to make or consent to any filings) or take any other actions in connection therewith, as may be reasonably
deemed by the Borrower to be necessary or reasonably desirable for any Lien on the assets of any Loan Party permitted to secure
such Incremental Indebtedness, Specified Refinancing Indebtedness or Additional Indebtedness to become a valid, perfected lien
(with such priority as may be designated by the relevant Loan Party or Subsidiary, to the extent such priority is permitted by
the Loan Documents) pursuant to the Security Document being so amended, amended and restated, restated, waived, supplemented or
otherwise modified or otherwise.


 


11.18      USA
PATRIOT Act Notice. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title
III of Pub.L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify,
and record information that identifies each Loan Party, which information includes the name of each Loan Party and other information
that will allow such Lender to identify each Loan Party in accordance with the Patriot Act, and the Borrower agrees to provide
such information from time to time to any Lender.


 


11.19      Electronic
Execution of Assignments and Certain Other Documents. The words “execution”, “signed”, “signature”,
and words of like import in any Assignment and Acceptance or Affiliated Lender Assignment and Assumption or in any amendment or
other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records
in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature
or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records
Act, or any other similar state laws based on the Uniform Electronic Transactions Act.


 




    255


     


    

 


11.20      Reinstatement.
This Agreement shall remain in full force and effect and continue to be effective should any petition or other proceeding be filed
by or against any Loan Party for liquidation or reorganization, should any Loan Party become insolvent or make an assignment for
the benefit of any creditor or creditors or should an interim receiver, receiver, receiver and manager or trustee be appointed
for all or any significant part of any Loan Party’s assets, and shall continue to be effective or to be reinstated, as the
case may be, if at any time payment and performance of the obligations of the Borrower under the Loan Documents, or any part thereof,
is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the
obligations, whether as a fraudulent preference, reviewable transaction or otherwise, all as though such payment or performance
had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the obligations
of the Borrower hereunder shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored
or returned.


 


11.21      Acknowledgement
and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary herein or in any other Loan
Document, each party hereto acknowledges that any liability of any party hereto that is an EEA Financial Institution arising hereunder
or under any other Loan Document, to the extent such liability is unsecured (all such liabilities, other than any Excluded Liability,
the “Covered Liabilities”), may be subject to Write-Down and Conversion Powers and agrees and consents to, and
acknowledges and agrees to be bound by:


 


(a)          the
application of Write-Down and Conversion Powers to any Covered Liability arising hereunder or under any other Loan Document which
may be payable to it by any party hereto that is an EEA Financial Institution; and


 


(b)          the
effects of any Bail-In Action on any such Covered Liability, including, if applicable:


 


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


 


(ii)         a
conversion of all, or a portion of, such Covered Liability into shares or other instruments of ownership in such EEA Financial
Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such
shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such Covered Liability
under this Agreement or any other Loan Document; or


 


(iii)        the
variation of the terms of such Covered Liability in connection with the exercise of Write-Down and Conversion Powers.


 




    256


     


    

 


Notwithstanding anything
to the contrary herein, nothing contained in this Subsection 11.21 shall modify or otherwise alter the rights or obligations
under this Agreement or any other Loan Document with respect to any liability that is not a Covered Liability.


 


[SIGNATURE PAGES FOLLOW]


 




    257


     


    

 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed, all as of the date first written above.


 


	 	PISCES MIDCO, INC.
	 	 	 	 
	 	By:	/s/ Theresa A. Gore
	 	 	Name:	Theresa A. Gore
	 	 	Title:   	Vice President and Secretary    


 


[Signature
Page to Pisces Cash Flow Credit Agreement]


 




      


     


    

 


	 	JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent:
	 	 	 	 
	 	By:  	/s/ Peter S. Predun
	 	 	Name:  	Peter S. Predun
	 	 	Title:    	Executive Director


 


[Signature
Page to Pisces Cash Flow Credit Agreement]


 




      


     


    

 


	 	JPMORGAN CHASE BANK, N.A., as Swing Line Lender, an Issuing Bank and a Lender:
	 	 	 	 
	 	By:	/s/ Peter S. Predun
	 	 	Name:	Peter S. Predun
	 	 	Title:   	Executive Director


 


[Signature
Page to Pisces Cash Flow Credit Agreement]


 




      


     


    

 


	 	DEUTSCHE BANK AG NEW YORK BRANCH, as an Issuing Bank and a Lender:
	 	 	 	 
	 	By:	/s/ Alicia Schug
	 	 	Name:	Alicia Schug
	 	 	Title:   	Vice President
	 	 	 	 
	 	By:	/s/ Marguerite Sutton
	 	 	Name:	Marguerite Sutton
	 	 	Title:   	Vice President


 


[Signature
Page to Pisces Cash Flow Credit Agreement]


 




      


     


    

 


	 	UBS AG, STAMFORD BRANCH, as an Issuing Bank and a Lender:
	 	 	 	 
	 	By:	/s/ Houssem Daly
	 	 	Name:	Houssem Daly
	 	 	Title:   	Associate Director, Banking Products  Services, US
	 	 	 	 
	 	By:	/s/ Kenneth Chin
	 	 	Name:	Kenneth Chin
	 	 	Title:   	Director, Banking Products Services, US


 


[Signature
Page to Pisces Cash Flow Credit Agreement]


 




      


     


    

 


	 	BARCLAYS BANK PLC, as an Issuing Bank and a Lender:
	 	 	 	 
	 	By:	/s/ Craig Malloy
	 	 	Name:	Craig Malloy
	 	 	Title:   	Director


 


[Signature
Page to Pisces Cash Flow Credit Agreement]


 




      


     


    

 


	 	GOLDMAN SACHS BANK USA, as an Issuing Bank and a Lender:
	 	 	 	 
	 	By:	/s/ Robert Ehudin
	 	 	Name:	Robert Ehudin
	 	 	Title:   	Authorized Signatory


 


[Signature
Page to Pisces Cash Flow Credit Agreement]


 




      


     


    

 


	 	BANK OF AMERICA, N.A., as an Issuing Bank and a Lender:
	 	 	 	 
	 	By:	/s/ Michael Roane
	 	 	Name:	Michael Roane
	 	 	Title:   	Vice President


 


[Signature
Page to Pisces Cash Flow Credit Agreement]


 




      


     


    

 


	 	ROYAL BANK OF CANADA, as an Issuing Bank and a Lender:
	 	 	 	 
	 	By:	/s/ Raja Khanna
	 	 	Name:	Raja Khanna
	 	 	Title:   	Authorized Signatory


 


[Signature
Page to Pisces Cash Flow Credit Agreement]


 




      


     


    

 


	 	JEFFERIES FINANCE LLC, as an Issuing Bank and a Lender:
	 	 	 	 
	 	By:	/s/ Jason Kennedy
	 	 	Name:	Jason Kennedy
	 	 	Title:  	Managing Director


 


[Signature
Page to Pisces Cash Flow Credit Agreement]


 




      


     


    

 


	 	MUFG UNION BANK, N.A., as an Issuing Bank and a Lender:
	 	 	 	 
	 	By:	/s/ Ellen Ruschhaupt
	 	 	Name:	Ellen Ruschhaupt
	 	 	Title:   	Vice President


 


[Signature
Page to Pisces Cash Flow Credit Agreement]


 




      


     


    

 


	 	NATIXIS, NEW YORK BRANCH, as an Issuing Bank and a Lender:
	 	 	 	 
	 	By:	/s/ Graham Lawrence
	 	 	Name:	Graham Lawrence
	 	 	Title:   	Managing Director
	 	 	 	 
	 	By:	/s/ Robin Gruner
	 	 	Name:	Robin Gruner
	 	 	Title:   	Vice President


 


[Signature
Page to Pisces Cash Flow Credit Agreement]


 




      


     


    

  


	 	SOCIÉTÉ GÉNÉRALE, as an Issuing Bank and a Lender:
	 	 	 	 
	 	By:	/s/ Roy Kuruvilla
	 	 	Name:	Roy Kuruvilla
	 	 	Title:   	Managing Director


 


[Signature
Page to Pisces Cash Flow Credit Agreement]


 




      


     


    

 


	 	CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as an Issuing Bank and a Lender:
	 	 	 	 
	 	By:	/s/ Thibault Rosset
	 	 	Name:	Thibault Rosset
	 	 	Title:   	Managing Director
	 	 	 	 
	 	By:	/s/ Gordon Yip
	 	 	Name:	Gordon Yip
	 	 	Title:   	Director


 


[Signature
Page to Pisces Cash Flow Credit Agreement]


 




      


     


    

 


Schedule A to
Cash Flow Credit Agreement


 


SCHEDULE A


 


Commitments and
Addresses


 


INITIAL TERM LOAN COMMITMENT





 


	LENDER	 	COMMITMENT	 	 	Address
	 	 	 	 	 	 
	JPMorgan Chase Bank, N.A.	 	$	1,755,000,000.00	 	 	383 Madison Avenue
 New York, New York 10179
	 	 	 	 	 	 	 
	TOTAL:	 	$	1,755,000,000.00	 	 	 



  


INITIAL
REVOLVING COMMITMENTs


  


	rEVOLVING LENDER	 	COMMITMENT	 	 	Address
	 	 	 	 	 	 
	JPMorgan Chase Bank, N.A.	 	$	11,500,000.00	 	 	383 Madison Avenue
 New York, New York 10179
	 	 	 	 	 	 	 
	Deutsche Bank AG New York Branch	 	$	11,500,000.00	 	 	60 Wall Street 
New York, New York 10005
	 	 	 	 	 	 	 
	UBS AG, Stamford Branch	 	$	11,500,000.00	 	 	1285 Avenue of the Americas 
New York, New York 10019
	 	 	 	 	 	 	 
	Barclays Bank PLC	 	$	11,500,000.00	 	 	745 Seventh Avenue 
New York, NY 10019
	 	 	 	 	 	 	 
	Goldman Sachs Bank USA	 	$	11,500,000.00	 	 	200 West Street
 New York, NY 10282
	 	 	 	 	 	 	 
	Bank of America, N.A.	 	$	11,500,000.00	 	 	One Bryant Park 
New York, New York 10036
	 	 	 	 	 	 	 
	Royal Bank of Canada	 	$	11,500,000.00	 	 	200 Vesey Street
 New York, New York 10281
	 	 	 	 	 	 	 
	Jefferies Finance LLC	 	$	6,900,000.00	 	 	520 Madison Avenue
 New York, New York 10022
	 	 	 	 	 	 	 
	MUFG Union Bank, N.A.	 	$	6,900,000.00	 	 	1221 Avenue of the Americas 
New York, New York 10020
	 	 	 	 	 	 	 
	Natixis, New York Branch	 	$	6,900,000.00	 	 	1251 Avenue of the Americas
 New York, New York 10020
	 	 	 	 	 	 	 
	Société Générale	 	$	6,900,000.00	 	 	245 Park Avenue 
New York, NY 10167
	 	 	 	 	 	 	 
	Crédit Agricole Corporate and Investment Bank	 	$	6,900,000.00	 	 	1301 Avenue of the Americas 
New York, NY 10019
	TOTAL:	 	$	115,000,000.00	 	 	 



 




      


     


    

 


Schedule 1.1(a)
to Cash Flow Credit Agreement


 


SCHEDULE 1.1(a)


 


Designated
Foreign Currency Centers


 


	Designated Foreign Currency	 	Principal Financial Center
	Euro	 	Brussels, Belgium
	Sterling	 	London, United Kingdom
	Canadian Dollars	 	Toronto, Canada


 




      


     


    

 


Schedule 1.1(b)
to Cash Flow Credit Agreement


 


SCHEDULE 1.1(b)


 


Existing Investments


 


In 2008, Simonton Windows & Doors, Inc.
(“Simonton”) made an investment of approximately $1.0 million in Crosshill investments (specifically a 7.65%
limited partnership interest in CrossHill Debt II Limited Partner and a 6.15% limited partnership interest in CrossHill Georgetown
Capital L.P.), which invests in certain debt and equity securities.  Due to the economic recession in 2008, this investment
has been valued at $0 by Fortune Brands Home & Security, Inc. (Simonton’s predecessor parent) and Simonton. Likewise,
Ply Gem has maintained a $0 valuation since the Simonton acquisition in September 19, 2014.


 




      


     


    

 


Schedule 1.1(c)
to Cash Flow Credit Agreement


 


SCHEDULE 1.1(c)


 


Existing Liens


 


	 	Debtor/Defendant	 	Search
    

    Jurisdiction	 	Scope
    

    of 

    Search	 	Type
    of 

    Filing 

    Found	 	Secured
    

    Party/Plaintiff	 	Collateral
    

    Type	 	Original
    

    File Date	 	Original
    File #	 	Amdt.
    File 

    Date	 	Amdt.
    File #
	 	PLY GEM
	 	Foundation Labs by Ply Gem, LLC	 	DE SOS	 	UCC Debtor Search	 	UCC 1	 	Toyota Industries Commercial Finance,
    Inc. / Southeast Industrial Equipment, Inc.	 	Equipment	 	9/26/2016	 	20165899610	 	N/A	 	N/A
	 	Kroy Building Products, Inc.	 	DE SOS	 	UCC Debtor Search	 	UCC 1	 	HYG Financial Services, Inc.	 	Equipment	 	4/7/2009	 	20091099388	 	11/07/2013 / 11/07/2013 / 08/22/2016	 	20134383205 / 20134383213 / 20165106263
	 	Kroy Building Products, Inc.	 	DE SOS	 	UCC Debtor Search	 	UCC 1	 	Harbour Capital Leasing, Inc.	 	Equipment	 	12/20/2016	 	20167902826	 	N/A	 	N/A
	 	Kroy Building Products, Inc.	 	DE SOS	 	UCC Debtor Search	 	UCC 1	 	ADCO Technology Solutions, LLC	 	Equipment	 	9/15/2017	 	20176152919	 	N/A	 	N/A
	 	Mastic Home Exteriors, Inc.	 	OH SOS	 	UCC Debtor Search	 	UCC 1	 	General Electric Capital Corporation	 	Equipment	 	2/27/2009	 	OH00133018401	 	10/2/2013 / 10/1/2013 / 10/1/2013	 	20132750309 / 20132740326 / 20132740238
	 	Mastic Home Exteriors, Inc.	 	OH SOS	 	UCC Debtor Search	 	UCC 1	 	NMHG Financial Services, Inc.	 	Equipment	 	8/16/2011	 	OH00152275468	 	3/10/2016	 	20160700776
	 	Mastic Home Exteriors, Inc.	 	OH SOS	 	UCC Debtor Search	 	UCC 1	 	Wells Fargo Bank, N.A.	 	Equipment	 	7/26/2012	 	OH00160133266	 	N/A	 	N/A
	 	Mastic Home Exteriors, Inc.	 	OH SOS	 	UCC Debtor Search	 	UCC 1	 	Toyota Motor Credit Corporation	 	Equipment	 	9/7/2012	 	OH00161053732	 	N/A	 	N/A



 






     


     


    

Schedule 1.1(c)
to Cash Flow Credit Agreement


 


	 	Debtor/Defendant	 	Search
    

    Jurisdiction	 	Scope
    

    of 

    Search	 	Type
    of 

    Filing 

    Found	 	Secured
    

    Party/Plaintiff	 	Collateral
    

    Type	 	Original
    

    File Date	 	Original
    File #	 	Amdt.
    File 

    Date	 	Amdt.
    File #
	 	Mastic Home Exteriors, Inc.	 	OH SOS	 	UCC Debtor Search	 	UCC 1	 	General Electric Credit Corporation
    of Tennessee	 	Equipment	 	12/5/2012	 	OH00163177160	 	N/A	 	N/A
	 	Mastic Home Exteriors, Inc.	 	OH SOS	 	UCC Debtor Search	 	UCC 1	 	Raymond Leasing Corporation	 	Equipment	 	12/20/2012	 	OH00163573160	 	12/20/2017	 	SR71047
	 	Mastic Home Exteriors, Inc.	 	OH SOS	 	UCC Debtor Search	 	UCC 1	 	Wells Fargo Equipment Finance,
    Inc.	 	Equipment	 	5/30/2013	 	OH00167605496	 	2/13/2018 / 2/12/2018 / 2/12/2018	 	SR95874 / SR95753 / SR95742
	 	Mastic Home Exteriors, Inc.	 	OH SOS	 	UCC Debtor Search	 	UCC 1	 	Toyora Motor Credit Corporation
    / Shoppa's Mid America, LLC	 	Equipment	 	7/18/2013	 	OH00168903631	 	N/A	 	N/A
	 	Mastic Home Exteriors, Inc.	 	OH SOS	 	UCC Debtor Search	 	UCC 1	 	Toyota Motor Credit Corporation
    / Shoppa's Mid America, LLC	 	Equipment	 	7/8/2014	 	OH00177643751	 	N/A	 	N/A
	 	Mastic Home Exteriors, Inc.	 	OH SOS	 	UCC Debtor Search	 	UCC 1	 	Harbor Capital Leasing, Inc. /
    Wintrust Equipment Finance, a division of Wintrust Asset Finance Inc. / Beverly Bank & Trust Company N.A.	 	Equipment	 	2/13/2015	 	OH00183028351	 	12/20/2016 / 6/17/2016 / 6/2/2016
    / 9/4/2015	 	20163570032 / 20161760028 / 20161600068
    / 20152470452
	 	Mastic Home Exteriors, Inc.	 	OH SOS	 	UCC Debtor Search	 	UCC 1	 	General Electric Credit Corporation
    of Tennessee	 	Equipment	 	2/12/2015	 	OH00183029141	 	N/A	 	N/A
	 	Mastic Home Exteriors, Inc.	 	OH SOS	 	UCC Debtor Search	 	UCC 1	 	General Electric Credit Corporation
    of Tennessee	 	Equipment	 	4/24/2015	 	OH00184966603	 	N/A	 	N/A
	 	Mastic Home Exteriors, Inc.	 	OH SOS	 	UCC Debtor Search	 	UCC 1	 	CF Equipment Leases, LLC	 	Equipment	 	12/17/2015	 	OH00195770328	 	N/A	 	N/A







     


     


    

Schedule 1.1(c)
to Cash Flow Credit Agreement


 


	 	Debtor/Defendant	 	Search
    

    Jurisdiction	 	Scope
    

    of 

    Search	 	Type
    of 

    Filing 

    Found	 	Secured
    

    Party/Plaintiff	 	Collateral
    

    Type	 	Original
    

    File Date	 	Original
    File #	 	Amdt.
    File 

    Date	 	Amdt.
    File #
	 	Mastic Home Exteriors, Inc.	 	OH SOS	 	UCC Debtor Search	 	UCC 1	 	M2 Lease Funds LLC	 	Equipment	 	4/3/2017	 	OH00209618060	 	N/A	 	N/A
	 	MW Manufacturers
    Inc.	 	DE SOS	 	UCC Debtor Search	 	UCC 1	 	CCA Financial LLC / Xenith Bank
    / Wells Fargo Bank	 	Equipment	 	7/8/2003	 	31718991	 	01/14/2008 / 3/29/2010 / 5/02/2012
    / 6/10/2013	 	20080154086 / 20101063001 / 20121706037
    / 20132211093
	 	MW Manufacturers
    Inc.	 	DE SOS	 	UCC Debtor Search	 	UCC 1	 	Bluelinx Services Inc.	 	Equipment	 	3/7/2011	 	20110828817	 	1/6/2016	 	20160100295
	 	MW Manufacturers Inc.	 	DE SOS	 	UCC Debtor Search	 	UCC 1	 	CIT Bank, N.A.	 	Equipment	 	4/4/2014	 	20172205299	 	N/A	 	N/A
	 	Napco, Inc.	 	DE SOS	 	UCC Debtor Search	 	UCC 1	 	NMHG Financial Services, Inc.	 	Equipment	 	1/13/2004	 	40090151	 	7/24/2008 / 8/29/2013 / 8/29/2013	 	20082541504 / 20133384592 / 20133384600
	 	Ply Gem Industries, Inc.	 	DE SOS	 	UCC Debtor Search	 	UCC 1	 	Toyota Motor Credit Corporation	 	Equipment	 	1/12/2011	 	20110129380	 	10/28/2015	 	20154970975
	 	Ply Gem Industries, Inc.	 	DE SOS	 	UCC Debtor Search	 	UCC 1	 	Orion Asset Management, LLC	 	Equipment	 	4/24/2013	 	20131572784	 	N/A	 	N/A
	 	Ply Gem Industries, Inc.	 	DE SOS	 	UCC Debtor Search	 	UCC 1	 	Toyota Motor Credit Corporation
    / Shoppa's Mid America, LLC	 	Equipment	 	5/6/2013	 	20131892299	 	N/A	 	N/A
	 	Ply Gem Industries, Inc.	 	DE SOS	 	UCC Debtor Search	 	UCC 1	 	Toyota Motor Credit Corporation
    / Shoppa's Mid America, LLC	 	Equipment	 	5/24/2013	 	20132109206	 	N/A	 	N/A
	 	Ply Gem Industries, Inc.	 	DE SOS	 	UCC Debtor Search	 	UCC 1	 	Toyota Motor Credit Corporation
    / Shoppa's Mid America, LLC	 	Equipment	 	6/13/2013	 	20132405133	 	N/A	 	N/A







     


     


    

Schedule 1.1(c)
to Cash Flow Credit Agreement


 


	 	Debtor/Defendant	 	Search
    

    Jurisdiction	 	Scope
    

    of 

    Search	 	Type
    of 

    Filing 

    Found	 	Secured
    

    Party/Plaintiff	 	Collateral
    

    Type	 	Original
    

    File Date	 	Original
    File #	 	Amdt.
    File 

    Date	 	Amdt.
    File #
	 	Ply Gem Industries, Inc.	 	DE SOS	 	UCC Debtor Search	 	UCC 1	 	Thompson Tractor Co., Inc.	 	Equipment	 	8/6/2014	 	20143136249	 	N/A	 	N/A
	 	Ply Gem Industries, Inc.	 	DE SOS	 	UCC Debtor Search	 	UCC 1	 	Toyota Motor Credit Corporation	 	Equipment	 	10/27/2014	 	20144311973	 	N/A	 	N/A
	 	Ply Gem Industries, Inc.	 	DE SOS	 	UCC Debtor Search	 	UCC 1	 	NMHG Financial Services, Inc.	 	Equipment	 	4/14/2015	 	20151579753	 	N/A	 	N/A
	 	Ply Gem Industries, Inc.	 	DE SOS	 	UCC Debtor Search	 	UCC 1	 	Magid Glove and Safety Mfg. Co.
    LLC	 	Equipment	 	7/27/2015	 	20153245379	 	N/A	 	N/A
	 	Ply Gem Industries, Inc.	 	DE SOS	 	UCC Debtor Search	 	UCC 1	 	Toyota Motor Credit Corporation	 	Equipment	 	8/7/20158	 	20153436945	 	N/A	 	N/A
	 	Ply Gem Industries, Inc.	 	DE SOS	 	UCC Debtor Search	 	UCC 1	 	ADCO Technology Solutions, LLC
    / Huntington Technology Finance, Inc. / First Heritage Bank / BankFinancial, National Association	 	Equipment	 	10/20/2015	 	20154797865	 	12/07/2015 / 12/11/2015 / 4/8/2016
    / 1/30/2017 / 6/8/2017 / 12/12/2017	 	20155860746 / 20155969786 / 20162098489
    / 20170658176 / 20173781744 / 20178230502
	 	Ply Gem Industries, Inc.	 	DE SOS	 	UCC Debtor Search	 	UCC 1	 	Toyota Industries Commercial Finance,
    Inc. 	 	Equipment	 	4/4/2017	 	20172200217	 	N/A	 	N/A
	 	Ply Gem Industries, Inc.	 	DE SOS	 	UCC Debtor Search	 	UCC 1	 	Toyota Industries Commercial Finance,
    Inc. 	 	Equipment	 	1/19/2018	 	20180438552	 	N/A	 	N/A
	 	Ply Gem Holdings, Inc.	 	DE SOS	 	UCC Debtor Search	 	UCC 1	 	Sierra Pacific Industries	 	Lumber	 	3/18/2015	 	20151149151	 	N/A	 	N/A







     


     


    

Schedule 1.1(c)
to Cash Flow Credit Agreement


 


	 	Debtor/Defendant	 	Search
    

    Jurisdiction	 	Scope
    

    of 

    Search	 	Type
    of 

    Filing 

    Found	 	Secured
    

    Party/Plaintiff	 	Collateral
    

    Type	 	Original
    

    File Date	 	Original
    File #	 	Amdt.
    File 

    Date	 	Amdt.
    File #
	 	Ply Gem Pacific Windows Corporation	 	DE SOS	 	UCC Debtor Search	 	UCC 1	 	GE Capital Commercial Inc. / Wells
    Fargo Equipment Finance, Inc.	 	Equipment	 	8/20/2012	 	20123211721	 	4/6/2017 / 4/7/2017	 	20172262993 / 20172276076
	 	Ply Gem Specialty Products, LLC	 	DE SOS	 	UCC Debtor Search	 	UCC 1	 	M2 Lease Funds LLC	 	Equipment	 	2/22/2017	 	20171204228	 	3/1/2017	 	20171377982
	 	Ply Gem Specialty Products, LLC	 	DE SOS	 	UCC Debtor Search	 	UCC 1	 	CIT Bank, N.A.	 	Equipment	 	2/8/2018	 	20180920930	 	N/A	 	N/A
	 	SimEx, Inc.	 	WV SOS	 	UCC Debtor Search	 	UCC 1	 	Wells Fargo Equipment Finance,
    Inc.	 	Equipment	 	8/1/2012	 	201238599417	 	2/3/2017	 	n/a
	 	SimEx, Inc.	 	WV SOS	 	UCC Debtor Search	 	UCC 1	 	Wells Fargo Equipment Finance,
    Inc.	 	Equipment	 	1/9/2013	 	201338654530	 	N/A	 	N/A
	 	SimEx, Inc.	 	WV SOS	 	UCC Debtor Search	 	UCC 1	 	Wells Fargo Equipment Finance,
    Inc.	 	Equipment	 	1/9/2013	 	201338654542	 	N/A	 	N/A
	 	Simonton Building Products L.L.C.	 	DE SOS	 	UCC Debtor Search	 	UCC 1	 	TOYOTA INDUSTRIES COMMERCIAL FINANCE,
    INC.	 	Equipment	 	6/20/2017	 	20174044928	 	N/A	 	N/A
	 	Simonton Industries, Inc.	 	CA SOS	 	UCC Debtor Search	 	UCC 1	 	Wells Fargo Equipment Finance,
    Inc.	 	Equipment	 	7/24/2012	 	12-7321929288	 	1/26/2017	 	17-75681347
	 	Variform, Inc.	 	MO SOS	 	UCC Debtor Search	 	UCC 1	 	Dell Financial Services L.L.C.	 	Equipment	 	2/3/2003	 	20030011455B	 	8/22/2007 / 8/25/2008 / 12/3/2012
    / 2/5/2013 / 1/19/2018	 	20070095375K / 20080093225B / 1212031568473
    / 1302051835425 / 1801199891852
	 	Variform, Inc.	 	MO SOS	 	UCC Debtor Search	 	UCC 1	 	Wells Fargo Equipment Finance,
    Inc.	 	Equipment	 	11/14/2012	 	1211281555911	 	8/8/2017 / 8/9/2017	 	1708089197011 / 1708099199572







     


     


    

Schedule 1.1(c)
to Cash Flow Credit Agreement


 


	 	Debtor/Defendant	 	Search
    

    Jurisdiction	 	Scope
    

    of 

    Search	 	Type
    of 

    Filing 

    Found	 	Secured
    

    Party/Plaintiff	 	Collateral
    

    Type	 	Original
    

    File Date	 	Original
    File #	 	Amdt.
    File 

    Date	 	Amdt.
    File #
	 	Variform, Inc.	 	MO SOS	 	UCC Debtor Search	 	UCC 1	 	Wells Fargo Equipment Finance,
    Inc.	 	Equipment	 	2/4/2013	 	1302041833580	 	7/15/2013  / 11/28/2017
    /11/28/2017	 	1307182560652 / 1711289670630 /
    1711289671389
	 	Variform, Inc.	 	MO SOS	 	UCC Debtor Search	 	UCC 1	 	Carlson Systems LLC	 	Equipment	 	3/4/2013	 	1303041940458	 	N/A	 	N/A
	 	Variform, Inc.	 	MO SOS	 	UCC Debtor Search	 	UCC 1	 	General Electric Credit Corporation
    of Tennessee	 	Equipment	 	5/13/2013	 	1305132260521	 	N/A	 	N/A
	 	Variform, Inc.	 	MO SOS	 	UCC Debtor Search	 	UCC 1	 	Wells Fargo Bank, N.A.	 	Equipment	 	1/14/2014	 	1401153293276	 	N/A	 	N/A
	 	Variform, Inc.	 	MO SOS	 	UCC Debtor Search	 	UCC 1	 	General Electric Credit Corporation
    of Tennessee	 	Equipment	 	8/13/2014	 	1408134236045	 	2/4/2015 / 2/11/2015	 	1502064976947 / 1502185018670
	 	Variform, Inc.	 	MO SOS	 	UCC Debtor Search	 	UCC 1	 	General Electric Capital Corporation	 	Equipment	 	2/9/2015	 	1502135004449	 	N/A	 	N/A
	 	Variform, Inc.	 	MO SOS	 	UCC Debtor Search	 	UCC 1	 	ADCO Technology Solutions, LLC
    / First Heritage Bank / First Heritage Bank / First Heritage Bank	 	Equipment	 	1/28/2016	 	1601286569053	 	2/23/2016 / 5/25/2016 / 5/25/2016
    / 6/15/2017 / 6/15/2017 	 	1602246693757 / 1605267144705 /
    1605267145161 / 1706158962882 / 1706158962892
	 	Variform, Inc.	 	MO SOS	 	UCC Debtor Search	 	UCC 1	 	Harbor Capital Leasing, Inc. /
    Tokyo Century (USA) Inc.	 	Equipment	 	12/20/2016	 	1612208097708	 	7/27/2017 / 7/27/2017	 	1707319154139 / 1707319154189
	 	Variform, Inc.	 	MO SOS	 	UCC Debtor Search	 	UCC 1	 	CIT BANK, N.A.	 	Equipment	 	12/29/2016	 	1612298153584	 	1/11/2017	 	1701128207816
	 	Variform, Inc.	 	MO SOS	 	UCC Debtor Search	 	UCC 1	 	CIT BANK, N.A.	 	Equipment	 	12/16/2016	 	1612168091080	 	1/17/1017	 	1701178223789







     


     


    

Schedule 1.1(c)
to Cash Flow Credit Agreement


 


	 	Debtor/Defendant	 	Search
    

    Jurisdiction	 	Scope
    

    of 

    Search	 	Type
    of 

    Filing 

    Found	 	Secured
    

    Party/Plaintiff	 	Collateral
    

    Type	 	Original
    

    File Date	 	Original
    File #	 	Amdt.
    File 

    Date	 	Amdt.
    File #
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	GE VFS Canada Limited Partnership	 	Equipment	 	04/29/2014	 	14042932054	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	GE VFS Canada Limited Partnership	 	Equipment	 	04/29/2014	 	14042932234	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Xerox Canada Ltd.	 	Equipment	 	05/02/2014	 	14050225635	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Shaw GMC Chevrolet Buick Inc. /
    Summit Acceptance Corp	 	Equipment / Motor Vehicle	 	10/06/2014	 	14100620945	 	10/06/2014	 	14100633621
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp	 	Equipment / Motor Vehicle	 	12/11/2014	 	14121140620	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp	 	Equipment / Motor Vehicle	 	12/11/2014	 	14121140707	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp	 	Equipment / Motor Vehicle	 	01/28/2015	 	15012822869	 	01/29/2015	 	15012931978
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp	 	Equipment / Motor Vehicle	 	01/28/2015	 	15012828293	 	N/A	 	N/A







     


     


    

Schedule 1.1(c)
to Cash Flow Credit Agreement


 


	 	Debtor/Defendant	 	Search
    

    Jurisdiction	 	Scope
    

    of 

    Search	 	Type
    of 

    Filing 

    Found	 	Secured
    

    Party/Plaintiff	 	Collateral
    

    Type	 	Original
    

    File Date	 	Original
    File #	 	Amdt.
    File 

    Date	 	Amdt.
    File #
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp	 	Equipment / Motor Vehicle	 	01/29/2015	 	15012931895	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp	 	Equipment / Motor Vehicle	 	01/29/2015	 	15012932089	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp	 	Equipment / Motor Vehicle	 	01/29/2015	 	15012932272	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp	 	Equipment / Motor Vehicle	 	01/30/2015	 	15013021223	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp	 	Equipment / Motor Vehicle	 	01/30/2015	 	15013021334	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp	 	Equipment / Motor Vehicle	 	01/30/2015	 	15013021645	 	04/14/2015	 	15041435865
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp	 	Equipment / Motor Vehicle	 	02/04/2015	 	15020434187	 	02/11/2015	 	15021119968
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp	 	Equipment / Motor Vehicle	 	02/04/2015	 	15020434348	 	02/11/2015	 	15021120011







     


     


    

Schedule 1.1(c)
to Cash Flow Credit Agreement


 


	 	Debtor/Defendant	 	Search
    

    Jurisdiction	 	Scope
    

    of 

    Search	 	Type
    of 

    Filing 

    Found	 	Secured
    

    Party/Plaintiff	 	Collateral
    

    Type	 	Original
    

    File Date	 	Original
    File #	 	Amdt.
    File 

    Date	 	Amdt.
    File #
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp	 	Equipment / Motor Vehicle	 	02/16/2015	 	15021605218	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp	 	Equipment / Motor Vehicle	 	02/16/2015	 	15021605302	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp	 	Equipment / Motor Vehicle	 	02/16/2015	 	15021605389	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp	 	Equipment / Motor Vehicle	 	03/17/2015	 	15031714639	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Shaw GMC Chevrolet Buick Inc. /
    Summit Acceptance Corp	 	Equipment / Motor Vehicle	 	03/27/2015	 	15032714558	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp	 	Equipment / Motor Vehicle	 	04/01/2015	 	15040109197	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp	 	Equipment / Motor Vehicle	 	04/01/2015	 	15040112004	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp	 	Equipment / Motor Vehicle	 	04/01/2015	 	15040112866	 	N/A	 	N/A







     


     


    

Schedule 1.1(c)
to Cash Flow Credit Agreement


 


	 	Debtor/Defendant	 	Search
    

    Jurisdiction	 	Scope
    

    of 

    Search	 	Type
    of 

    Filing 

    Found	 	Secured
    

    Party/Plaintiff	 	Collateral
    

    Type	 	Original
    

    File Date	 	Original
    File #	 	Amdt.
    File 

    Date	 	Amdt.
    File #
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp	 	Equipment / Motor Vehicle	 	04/06/2015	 	15040635206	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp	 	Equipment / Motor Vehicle	 	04/06/2015	 	15040635360	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp	 	Equipment / Motor Vehicle	 	05/20/2015	 	15052036414	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Penske Truck Leasing Canada Inc.
    / Locations de Camions Penske Canada Inc	 	Equipment / Motor Vehicle	 	06/10/2015	 	15061009713	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp	 	Equipment / Motor Vehicle	 	09/22/2015	 	15092244060	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp	 	Equipment / Motor Vehicle	 	10/20/2015	 	15102034620	 	10/28/2015	 	15102833622
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp	 	Equipment / Motor Vehicle	 	11/19/2015	 	15111935077	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp	 	Equipment / Motor Vehicle	 	12/07/2015	 	15120712577	 	N/A	 	N/A



 






     


     


    

Schedule 1.1(c)
to Cash Flow Credit Agreement


 


	 	Debtor/Defendant	 	Search
    

    Jurisdiction	 	Scope
    

    of 

    Search	 	Type
    of 

    Filing 

    Found	 	Secured
    

    Party/Plaintiff	 	Collateral
    

    Type	 	Original
    

    File Date	 	Original
    File #	 	Amdt.
    File 

    Date	 	Amdt.
    File #
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp	 	Equipment / Motor Vehicle	 	12/07/2015	 	15120737439	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp	 	Equipment / Motor Vehicle	 	12/07/2015	 	15120737471	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp	 	Equipment / Motor Vehicle	 	12/07/2015	 	15120737514	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Integrated Distribution Systems
    LP O/A Wajax Equipment	 	Equipment / Motor Vehicle	 	12/14/2015	 	15121403367	 	12/30/2015 / 12/30/2015 / 12/30/2015	 	15123013303 / 15123014126 /
    15123016518
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp	 	Equipment / Motor Vehicle	 	12/28/2015	 	15122801327	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp	 	Equipment / Motor Vehicle	 	12/28/2015	 	15122802593	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp	 	Equipment / Motor Vehicle	 	03/22/2016	 	16032223858	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp	 	Equipment / Motor Vehicle	 	03/22/2016	 	16032223929	 	N/A	 	N/A







     


     


    

 Schedule 1.1(c) to Cash Flow Credit Agreement


 


	 	Debtor/Defendant	 	Search
    

    Jurisdiction	 	Scope
    

    of 

    Search	 	Type
    of 

    Filing 

    Found	 	Secured
    

    Party/Plaintiff	 	Collateral
    

    Type	 	Original
    

    File Date	 	Original
    File #	 	Amdt.
    File 

    Date	 	Amdt.
    File #
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp	 	Equipment / Motor Vehicle	 	05/25/2016	 	16052529622	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Ryder Truck Rental Canada Ltd	 	Equipment / Motor Vehicle	 	06/23/2016	 	16062319649	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Ryder Truck Rental Canada Ltd	 	Equipment / Motor Vehicle	 	06/27/2016	 	16062718669	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Ryder Truck Rental Canada Ltd	 	Equipment / Motor Vehicle	 	08/30/2016	 	16083023899	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Jim Pattison Lease / Jim Pattison
    Industries Ltd.	 	Equipment / Motor Vehicle	 	10/21/2016	 	16102104672	 	06/20/2017	 	17062007849
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Penske Truck Leasing Canada Inc.
    / Locations de Camions Penske Canada Inc	 	Equipment / Motor Vehicle	 	3/24/2017	 	17032410100	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Jim Pattison Industries Ltd.	 	Equipment / Motor Vehicle	 	07/24/2017	 	17072433828	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Jim Pattison Industries Ltd.	 	Equipment / Motor Vehicle	 	07/25/2017	 	17072516795	 	N/A	 	N/A



 



     


     


    




Schedule 1.1(c)
to Cash Flow Credit Agreement


 


	 	Debtor/Defendant	 	Search
    

    Jurisdiction	 	Scope
    

    of 

    Search	 	Type
    of 

    Filing 

    Found	 	Secured
    

    Party/Plaintiff	 	Collateral
    

    Type	 	Original
    

    File Date	 	Original
    File #	 	Amdt.
    File 

    Date	 	Amdt.
    File #
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Jim Pattison Industries Ltd.	 	Equipment / Motor Vehicle	 	07/25/2017	 	17072519578	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Jim Pattison Industries Ltd.	 	Equipment / Motor Vehicle	 	07/31/2017	 	17073137996	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Jim Pattison Industries Ltd.	 	Equipment / Motor Vehicle	 	07/31/2017	 	17073138005	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Jim Pattison Industries Ltd.	 	Equipment / Motor Vehicle	 	09/11/2017	 	17091121633	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Jim Pattison Industries Ltd.	 	Equipment / Motor Vehicle	 	09/13/2017	 	17091318036	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Jim Pattison Industries Ltd.	 	Equipment / Motor Vehicle	 	09/27/2017	 	17092733982	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Jim Pattison Industries Ltd.	 	Equipment / Motor Vehicle	 	09/27/2017	 	17092734235	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Jim Pattison Industries Ltd.	 	Equipment / Motor Vehicle	 	10/24/2017	 	17102433722	 	N/A	 	N/A







     


     


    

Schedule 1.1(c)
to Cash Flow Credit Agreement


 


	 	Debtor/Defendant	 	Search
    

    Jurisdiction	 	Scope
    

    of 

    Search	 	Type
    of 

    Filing 

    Found	 	Secured
    

    Party/Plaintiff	 	Collateral
    

    Type	 	Original
    

    File Date	 	Original
    File #	 	Amdt.
    File 

    Date	 	Amdt.
    File #
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Jim Pattison Industries Ltd.	 	Equipment / Motor Vehicle	 	11/15/2017	 	17111516937	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Jim Pattison Industries Ltd.	 	Equipment / Motor Vehicle	 	11/15/2017	 	17111518594	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Jim Pattison Industries Ltd.	 	Equipment / Motor Vehicle	 	11/15/2017	 	17111520462	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Jim Pattison Industries Ltd.	 	Equipment / Motor Vehicle	 	11/15/2017	 	17111532904	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Jim Pattison Industries Ltd.	 	Equipment / Motor Vehicle	 	11/15/2017	 	17111535600	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Jim Pattison Industries Ltd.	 	Equipment / Motor Vehicle	 	11/24/2017	 	17112426367	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Ryder Truck Rental Canada Ltd.	 	Equipment / Motor Vehicle	 	12/29/2017	 	17122919037	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Akhurst Machinery Limited	 	Equipment	 	01/31/2018	 	18013125605	 	N/A	 	N/A







     


     


    

Schedule 1.1(c)
to Cash Flow Credit Agreement


 


	 	Debtor/Defendant	 	Search
    

    Jurisdiction	 	Scope
    

    of 

    Search	 	Type
    of 

    Filing 

    Found	 	Secured
    

    Party/Plaintiff	 	Collateral
    

    Type	 	Original
    

    File Date	 	Original
    File #	 	Amdt.
    File 

    Date	 	Amdt.
    File #
	 	Gienow Canada Inc.	 	British Columbia	 	Personal Property
    Registry Search	 	PPSA	 	Xerox Canada Ltd.	 	Equipment	 	05/02/2014	 	934567H	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	British Columbia	 	Personal Property
    Registry Search	 	PPSA	 	Shaw GMC Chevrolet Buick Inc. /
    Summit Acceptance Corp.	 	Equipment	 	04/06/2015	 	528455I	 	05/11/2015	 	595787I
	 	Gienow Canada Inc.	 	British Columbia	 	Personal Property
    Registry Search	 	PPSA	 	Penske Truck Leasing Canada Inc.
    / Locations de Camions Penske Canada Inc.	 	Equipment	 	06/10/2015	 	655012I	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	British Columbia	 	Personal Property
    Registry Search	 	PPSA	 	Cookson Motors Idealease Ltd.	 	Equipment	 	09/01/2015	 	815535I	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	British Columbia	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp.	 	Equipment	 	11/20/2015	 	964886I	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	British Columbia	 	Personal Property
    Registry Search	 	PPSA	 	Penske Truck Leasing Canada Inc.
    / Locations de Camions Penske Canada Inc.	 	Equipment	 	05/24/2017	 	898069J	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	British Columbia	 	Personal Property
    Registry Search	 	PPSA	 	Jim Pattison Industries Ltd.	 	Equipment	 	11/15/2017	 	401044K	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	British Columbia	 	Personal Property
    Registry Search	 	PPSA	 	Jim Pattison Industries Ltd.	 	Equipment	 	11/15/2017	 	401117K	 	N/A	 	N/A







     


     


    

Schedule 1.1(c)
to Cash Flow Credit Agreement


 





	 	Debtor/Defendant	 	Search
    

    Jurisdiction	 	Scope
    

    of 

    Search	 	Type
    of 

    Filing 

    Found	 	Secured
    

    Party/Plaintiff	 	Collateral
    

    Type	 	Original
    

    File Date	 	Original
    File #	 	Amdt.
    File 

    Date	 	Amdt.
    File #
	 	Gienow Canada Inc.	 	Manitoba	 	Personal Property
    Registry Search	 	PPSA	 	Shaw GMC Chevrolet Buick Inc. /
    Summit Acceptance Corp. 	 	Equipment	 	10/06/2014	 	201418925502	 	10/06/2014	 	201418973213
	 	Gienow Canada Inc.	 	Manitoba	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp. 	 	Equipment	 	12/07/2015	 	201523348502	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Manitoba	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp.	 	Equipment	 	05/31/2016	 	201610111500	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Manitoba	 	Personal Property
    Registry Search	 	PPSA	 	Penske Truck Leasing Canada Inc.
    / Locations de Camions Penske Canada Inc.	 	Equipment / Motor Vehicle	 	03/24/2017	 	201704979601	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Manitoba	 	Personal Property
    Registry Search	 	PPSA	 	Penske Truck Leasing Canada Inc.
    / Locations de Camions Penske Canada Inc.	 	Equipment 	 	06/10/2015	 	201510645508	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Ontario	 	Personal Property
    Registry Search	 	PPSA	 	Ryder Truck Rental Canada Ltd.	 	Equipment / Motor Vehicle	 	12/29/2017	 	20171229 1405 1462 7518	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Ontario	 	Personal Property
    Registry Search	 	PPSA	 	Penske Truck Leasing Canada Ltd.
    / Locations de Camions Penske Canada Ltd.	 	Equipment / Other / Motor Vehicle	 	03/24/2017	 	20170324 1407 1462 2332	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Ontario	 	Personal Property
    Registry Search	 	PPSA	 	Penske Truck Leasing Canada Ltd.
    / Locations de Camions Penske Canada Ltd.	 	Equipment / Other / Motor Vehicle	 	06/10/2015	 	20150610 1405 1462 9421	 	N/A	 	N/A







     


     


    

Schedule 1.1(c)
to Cash Flow Credit Agreement


 


	 	Debtor/Defendant	 	Search
    

    Jurisdiction	 	Scope
    

    of 

    Search	 	Type
    of 

    Filing 

    Found	 	Secured
    

    Party/Plaintiff	 	Collateral
    

    Type	 	Original
    

    File Date	 	Original
    File #	 	Amdt.
    File 

    Date	 	Amdt.
    File #
	 	Gienow Canada Inc.	 	Saskatchewan	 	Personal Property
    Registry Search	 	PPSA	 	Shaw GMC Chevrolet Buick Inc. /
    Summit Acceptance Corp.	 	Equipment / Motor Vehicle	 	09/26/2014	 	301248323	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Saskatchewan	 	Personal Property
    Registry Search	 	PPSA	 	Shaw GMC Chevrolet Buick Inc. /
    Summit Acceptance Corp.	 	Equipment / Motor Vehicle	 	10/06/2014	 	301252847	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Saskatchewan	 	Personal Property
    Registry Search	 	PPSA	 	Shaw GMC Chevrolet Buick Inc. /
    Summit Acceptance Corp.	 	Equipment / Motor Vehicle	 	10/30/2014	 	301263366	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Saskatchewan	 	Personal Property
    Registry Search	 	PPSA	 	Shaw GMC Chevrolet Buick Inc. /
    Summit Acceptance Corp.	 	Equipment / Motor Vehicle	 	02/17/2015	 	301301765	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Saskatchewan	 	Personal Property
    Registry Search	 	PPSA	 	Shaw GMC Chevrolet Buick Inc. /
    Summit Acceptance Corp.	 	Equipment / Motor Vehicle	 	04/06/2015	 	301320110	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Saskatchewan	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp.	 	Equipment / Motor Vehicle	 	09/28/2015	 	301396857	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Saskatchewan	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp.	 	Equipment / Motor Vehicle	 	10/02/2015	 	301399420	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Saskatchewan	 	Personal Property
    Registry Search	 	PPSA	 	Summit Acceptance Corp.	 	Equipment / Motor Vehicle	 	10/20/2015	 	301406483	 	N/A	 	N/A







     


     


    




Schedule 1.1(c)
to Cash Flow Credit Agreement


 


	 	Debtor/Defendant	 	Search
    

    Jurisdiction	 	Scope
    

    of 

    Search	 	Type
    of 

    Filing 

    Found	 	Secured
    

    Party/Plaintiff	 	Collateral
    

    Type	 	Original
    

    File Date	 	Original
    File #	 	Amdt.
    File 

    Date	 	Amdt.
    File #
	 	Gienow Canada Inc.	 	Saskatchewan	 	Personal Property
    Registry Search	 	PPSA	 	Jim Pattison Ltd.	 	Equipment / Motor Vehicle	 	07/25/2017	 	301653426	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Saskatchewan	 	Personal Property
    Registry Search	 	PPSA	 	Xerox Canada Ltd.	 	Equipment	 	05/02/2014	 	301179368	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Saskatchewan	 	Personal Property
    Registry Search	 	PPSA	 	Penske Truck Leasing Canada Ltd.
    / Locations de Camions Penske Canada Ltd.	 	Equipment / Motor Vehicle	 	06/10/2015	 	301349241	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Saskatchewan	 	Personal Property
    Registry Search	 	PPSA	 	Penske Truck Leasing Canada Ltd.
    / Locations de Camions Penske Canada Ltd.	 	Equipment / Motor Vehicle	 	03/24/2017	 	301601549	 	N/A	 	N/A
	 	Gienow Canada Inc.	 	Saskatchewan	 	Personal Property
    Registry Search	 	PPSA	 	Ryder Truck Rental Canada Ltd.	 	Equipment / Motor Vehicle	 	12/29/2017	 	301714405	 	N/A	 	N/A
	 	Mitten Inc.	 	Alberta	 	Personal Property
    Registry Search	 	PPSA	 	Ricoh Canada Inc.	 	Equipment	 	09/28/2012	 	12092820792	 	N/A	 	N/A
	 	Mitten Inc.	 	British Columbia	 	Personal Property
    Registry Search	 	PPSA	 	Ricoh Canada Inc.	 	Equipment	 	09/28/2012	 	976472G	 	N/A	 	N/A
	 	Mitten Inc.	 	Manitoba	 	Personal Property
    Registry Search	 	PPSA	 	Ricoh Canada Inc.	 	Equipment	 	09/28/2012	 	201217301209	 	N/A	 	N/A







     


     


    

Schedule 1.1(c)
to Cash Flow Credit Agreement


 


	 	Debtor/Defendant	 	Search
    

    Jurisdiction	 	Scope
    

    of 

    Search	 	Type
    of 

    Filing 

    Found	 	Secured
    

    Party/Plaintiff	 	Collateral
    

    Type	 	Original
    

    File Date	 	Original
    File #	 	Amdt.
    File 

    Date	 	Amdt.
    File #
	 	Mitten Inc.	 	New Brunswick	 	Personal Property
    Registry Search	 	PPSA	 	Ricoh Canada Inc.	 	Equipment	 	09/28/2012	 	22042998	 	N/A	 	N/A
	 	Mitten Inc.	 	Nova Scotia	 	Personal Property
    Registry Search	 	PPSA	 	Ricoh Canada Inc.	 	Equipment	 	09/28/2012	 	20139333	 	N/A	 	N/A
	 	Mitten Inc.	 	Ontario	 	Personal Property
    Registry Search	 	PPSA	 	Ricoh Canada Inc.	 	Equipment / Other	 	08/01/2012	 	20120801 0941 1616 3029	 	N/A	 	N/A
	 	Mitten Inc.	 	Ontario	 	Personal Property
    Registry Search	 	PPSA	 	Trailer Wizards Ltd.	 	Equipment / Motor Vehicle	 	12/05/2017	 	20171205 1305 1902 9000	 	N/A	 	N/A
	 	Mitten Inc.	 	Ontario	 	Personal Property
    Registry Search	 	PPSA	 	Trailer Wizards Ltd.	 	Equipment / Motor Vehicle	 	12/05/2017	 	20171205 1333 1902 9057	 	N/A	 	N/A
	 	Mitten Inc.	 	Ontario	 	Personal Property
    Registry Search	 	PPSA	 	De Lage Landen Financial Services
    Canada Inc.	 	Equipment / Accounts / Other/
    Motor Vehicle	 	04/22/2014	 	20140422 0946 1529 8537	 	N/A	 	N/A
	 	Mitten Inc.	 	Ontario	 	Personal Property
    Registry Search	 	PPSA	 	De Lage Landen Financial Services
    Canada Inc.	 	Equipment / Accounts / Other/
    Motor Vehicle	 	05/26/2017	 	20170526 1441 1530 1185	 	N/A	 	N/A
	 	Mitten Inc.	 	Ontario	 	Personal Property
    Registry Search	 	PPSA	 	De Lage Landen Financial Services
    Canada Inc.	 	Equipment / Accounts / Other/
    Motor Vehicle	 	06/29/2017	 	20170629 1933 1531 9661	 	N/A	 	N/A







     


     


    

Schedule 1.1(c)
to Cash Flow Credit Agreement


 


	 	Debtor/Defendant	 	Search
    

    Jurisdiction	 	Scope
    

    of 

    Search	 	Type
    of 

    Filing 

    Found	 	Secured
    

    Party/Plaintiff	 	Collateral
    

    Type	 	Original
    

    File Date	 	Original
    File #	 	Amdt.
    File 

    Date	 	Amdt.
    File #
	 	Mitten Inc.	 	Ontario	 	Personal Property
    Registry Search	 	PPSA	 	Ryder Truck Rental Canada Ltd.	 	Equipment / Motor Vehicle	 	05/08/2017	 	20170508 1709 1462 7488	 	N/A	 	N/A
	 	Mitten Inc.	 	Ontario	 	Personal Property
    Registry Search	 	PPSA	 	RCAP Leasing Inc.	 	Equipment / Accounts / Other	 	02/27/2015	 	20150227 1431 8077 5080	 	N/A	 	N/A
	 	Mitten Inc.	 	Ontario	 	Personal Property
    Registry Search	 	PPSA	 	Bank of Montreal	 	Accounts / Other	 	10/04/2011	 	20111004 1359 1590 9090	 	06/03/2013	 	20130603 1120 1590 1754
	 	Mitten Inc.	 	Quebec	 	RPMRR	 	RPMRR	 	Ricoh Canada Inc. / CIT Financial
    Ltd.	 	Equipment / Other	 	10/04/2012	 	12-0821265-0001	 	N/A	 	N/A
	 	Mitten Inc.	 	Quebec	 	RPMRR	 	RPMRR	 	Ryder Truck Rental Canada Ltd.	 	Equipment / Motor Vehicle	 	05/09/2017	 	17-0442771-0009	 	N/A	 	N/A
	 	Mitten Inc.	 	Saskatchewan	 	Personal Property
    Registry Search	 	PPSA	 	Ricoh Canada Inc.	 	Equipment	 	09/28/2012	 	300932186	 	N/A	 	N/A
	ATRIUM
	 	Atrium Windows and Doors, Inc.	 	DE SOS	 	UCC Debtor
    Search	 	UCC 1	 	NMHG Financial Services, Inc.	 	Equipment	 	3/30/2005	 	50974668	 	12/07/2009 / 12/09/2014 / 12/09/2014
    / 12/09/2014	 	20093902415 / 20144974457 / 20144974499
    / 20144979126
	 	Atrium Windows and Doors, Inc.	 	DE SOS	 	UCC Debtor
    Search	 	UCC 1	 	NMHG Financial Services, Inc.	 	Equipment	 	8/23/2005	 	52626852	 	5/14/2010 / 4/15/2015 / 4/15/2015
    / 4/15/2015	 	20101692478 / 20151608818 / 20151608792
    / 20151608826
	 	Atrium Windows and Doors, Inc.	 	DE SOS	 	UCC Debtor
    Search	 	UCC 1	 	De Lage Landen Financial Services,
    Inc.	 	Equipment	 	6/10/2014	 	20142245074	 	N/A	 	N/A







     


     


    

Schedule 1.1(c)
to Cash Flow Credit Agreement


 


	 	Debtor/Defendant	 	Search
    

    Jurisdiction	 	Scope
    

    of 

    Search	 	Type
    of 

    Filing 

    Found	 	Secured
    

    Party/Plaintiff	 	Collateral
    

    Type	 	Original
    

    File Date	 	Original
    File #	 	Amdt.
    File 

    Date	 	Amdt.
    File #
	 	Atrium Windows and Doors, Inc.	 	DE SOS	 	UCC Debtor
    Search	 	UCC 1	 	MB Financial Bank, N.A.	 	Equipment	 	2/9/2016	 	20160777571	 	1/6/2017 / 7/25/2017	 	20170130564 / 20174922644
	 	Atrium Windows and Doors, Inc.	 	DE SOS	 	UCC Debtor
    Search	 	UCC 1	 	Wells Fargo Financial Leasing,
    Inc.	 	Equipment	 	8/2/2016	 	20164668248	 	N/A	 	N/A
	 	Atrium Windows and Doors, Inc.	 	DE SOS	 	UCC Debtor
    Search	 	UCC 1	 	HYG Financial Services, Inc.	 	Equipment	 	7/21/2017	 	20174844558	 	N/A	 	N/A
	 	Atrium Windows and Doors, Inc.	 	DE SOS	 	UCC Debtor
    Search	 	UCC 1	 	HYG Financial Services, Inc.	 	Equipment	 	10/13/2017	 	20176832403	 	N/A	 	N/A
	 	Atrium Windows and Doors, Inc.	 	DE SOS	 	UCC Debtor
    Search	 	UCC 1	 	PHSI and/or Assignees	 	Equipment	 	12/29/2017	 	20178648562	 	N/A	 	N/A
	 	Atrium Windows and Doors, Inc.	 	TX SOS	 	UCC Debtor
    Search	 	UCC-1	 	De Lage Landen Financial Services,
    Inc.	 	Equipment	 	06/25/2014	 	14-0020310708	 	N/A	 	N/A
	 	Atrium Extrusion Systems, Inc.	 	NC SOS	 	UCC Debtor
    Search	 	UCC 1	 	Krauss Maffei Corporation	 	Equipment	 	05/23/2016	 	20160052095A	 	N/A	 	N/A
	 	Thermal Industries, Inc.	 	DE SOS	 	UCC Debtor
    Search	 	UCC 1	 	NMHG Financial Services, Inc.	 	Equipment	 	6/26/2014	 	20142532299	 	N/A	 	N/A
	 	Thermal Industries, Inc.	 	DE SOS	 	UCC Debtor
    Search	 	UCC 1	 	Toyota Motor Credit Corporation
    / Pennwest Industrial Trucks, LLC	 	Equipment	 	9/24/2015	 	20154271416	 	N/A	 	N/A
	 	Thermal Industries, Inc.	 	DE SOS	 	UCC Debtor
    Search	 	UCC 1	 	Toyota Industries Commercial Finance,
    Inc.	 	Equipment	 	1/26/2017	 	20170591021	 	N/A	 	N/A
	 	Thermal Industries, Inc.	 	PA SOC	 	UCC Debtor
    Search	 	UCC 1	 	First Western Bank & Trust
    dba All Lines Leasing	 	Equipment	 	09/23/2013	 	2013092403318	 	N/A	 	N/A



 






     


     


    

Schedule 1.1(c)
to Cash Flow Credit Agreement


 


	 	Debtor/Defendant	 	Search
    

    Jurisdiction	 	Scope
    

    of 

    Search	 	Type
    of 

    Filing 

    Found	 	Secured
    

    Party/Plaintiff	 	Collateral
    

    Type	 	Original
    

    File Date	 	Original
    File #	 	Amdt.
    File 

    Date	 	Amdt.
    File #
	 	North Star Manufacturing (London)
    Ltd.	 	Ontario	 	Personal Property
    Registry Search	 	PPSA	 	Blueshore Transport Finance Ltd.	 	Equipment / Motor Vehicle	 	01/19/2018	 	20180119 1930 1531 0129	 	N/A	 	N/A
	 	North Star Manufacturing (London)
    Ltd.	 	Ontario	 	Personal Property
    Registry Search	 	PPSA	 	Paccar Financial Services Ltd.	 	Equipment / Accounts / Other /
    Motor Vehicle	 	08/03/2016	 	20160803 1438 8077 3878	 	05/18/2017	 	20170518 1037 8077 4075
	 	North Star Manufacturing (London)
    Ltd.	 	Ontario	 	Personal Property
    Registry Search	 	PPSA	 	De Lage Landen Financial Services
    Canada Inc.	 	Equipment / Accounts / Other /
    Motor Vehicle	 	12/07/2015	 	20151207 1439 1530 1198	 	N/A	 	N/A
	 	North Star Manufacturing (London)
    Ltd.	 	Ontario	 	Personal Property
    Registry Search	 	PPSA	 	Paccar Financial Services Ltd.	 	Equipment / Accounts / Other /
    Motor Vehicle	 	12/07/2015	 	20150615 1033 8077 4093	 	06/17/2015 / 05/18/2017	 	20150617 1436 8077 4360 / 20170518
    1037 8077 4076
	 	North Star Manufacturing (London)
    Ltd.	 	Ontario	 	Personal Property
    Registry Search	 	PPSA	 	Mercedes-Benz Financial Services
    Canada Corporation	 	Equipment / Accounts / Other /
    Motor Vehicle	 	08/26/2014	 	20140826 1951 1531 1654	 	06/26/2017	 	20170626 1038 1529 1129
	 	Brock Doors & Windows Ltd.	 	Ontario	 	Personal Property
    Registry Search	 	PPSA	 	Toyota Industries Commercial Finance
    Canada, Inc.	 	Equipment / Other 	 	12/18/2017	 	20171218 1710 1462 4765	 	N/A	 	N/A
	 	Brock Doors & Windows Ltd.	 	Ontario	 	Personal Property
    Registry Search	 	PPSA	 	Liftcapital Corporation	 	Equipment / Other 	 	03/14/2014	 	20140314 1703 1462 7191	 	03/02/2017	 	20170302 1408 1462 4630


 




     


     


    

 


Schedule 5.4 to Cash Flow Credit Agreement


 


SCHEDULE 5.4


 


Consents Required


 


None.




     


     


    

 


Schedule 5.6 to Cash Flow Credit Agreement


 


SCHEDULE 5.6


 


Litigation


 


		1.	Ply Gem stockholders have filed two separate putative class
action lawsuits in connection with the Ply Gem Merger in Delaware Chancery Court—Miller v. Ply Gem Holdings, Inc., No. 2018-0151
(Del. Ch.) and Lowinger v. Ply Gem Industries, et. al., No. 2018-0163 (Del. Ch.). On March 19, 2018, the matters were consolidated
and plaintiffs moved for a preliminary injunction. The plaintiffs are seeking to enjoin consummation of the Ply Gem Merger or,
in the event the Ply Gem Merger is completed, to rescind the Ply Gem Merger or recover money damages on behalf of the Ply Gem
stockholders caused by the alleged breaches of fiduciary duties by Ply Gem directors on the basis of allegedly insufficient and
improper disclosures in connection with the Ply Gem Merger.



 


		2.	Appraisal Rights Demand – Ply Gem has received
notices from Cede & Co. regarding the assertion of appraisal (or dissenters’) rights on behalf of several stockholders
of the shares of Ply Gem Holdings common stock owned by such stockholders prior to the Pisces Merger.



 


		3.	In re Ply Gem Holdings, Inc. Securities Litigation –
Purported federal securities class action filed on May 19, 2014 in the United States District Court for the Southern District
of New York against Ply Gem Holdings, Inc., several of its directors and officers, and the underwriters associated with Ply Gem’s
initial public offering. During 2017, the parties reached an agreement in principle to settle the matter for approximately $25.95
million, and on March 6, 2018, plaintiffs filed with the fully executed settlement papers with the Court. The settlement
remains subject to Court approval and requests for exclusion by members of the settlement class. The Ply Gem Business currently
has reserves in place in the amount of approximately $561,072.



 


		4.	Anthony Pagliaroni et al. v. Mastic Home Exteriors,
Inc. and Deceuninck North America, LLC – Purported class action filed in January 2012 in the United States District
Court for the District of Massachusetts. Plaintiffs, on behalf of themselves and all others similarly situated, allege damages
as a result of the defective design and manufacture of Oasis composite deck and railing, which was manufactured by Deceuninck
North America, LLC (“Deceuninck”) and sold by Mastic Home Exteriors, Inc. (“MHE”). The District Court
denied plaintiffs’ motion for class certification on September 22, 2015. Plaintiffs filed a petition for interlocutory appeal
of the denial of class certification to the U.S. Court of Appeals for the First Circuit, and on April 12, 2016, the Court of Appeals
denied this petition for appeal, meaning the case continues to be litigated with the individual named plaintiffs. On February
15, 2018, the District Court (i) entered summary judgment for MHE on several claims, but left claims for breach of express and
implied warranty for trial, and (ii) entered summary judgment for Deceuninck on all claims.



 




     


     


    

 


Schedule 5.6 to Cash Flow Credit Agreement


 


		5.	Kiefer et al. v. Simonton Building Products, LLC et
al. – Purported class action filed on October 17, 2016 in the United States District Court for the District of Minnesota.
Plaintiffs, on behalf of themselves and all others similarly situated, allege damages as a result of, among other things, the
defective design and manufacture of certain Simonton windows containing two-pane insulating glass units. On April 17, 2017, the
District Court granted the defendants’ motion to dismiss the complaint. Plaintiffs filed a notice of appeal, and the appeal
is pending. During March 2018, the parties reached an agreement in principle to settle the matter for approximately $15,000.



 


		6.	Gazzillo et al. v. Ply Gem Industries, Inc. et al.
– Purported class action filed on September 26, 2017 in the United States District Court for the Northern District of New
York. Plaintiffs, on behalf of themselves and all others similarly situated, allege damages as a result of, among other things,
the defective design and manufacture of certain vinyl siding products.



 


		7.	Items listed on Schedule 5.17 are incorporated herein by
reference.



 




     


     


    

 


Schedule 5.8 to Cash Flow Credit Agreement


 


SCHEDULE 5.8


 


Real Property


 


None.


 




     


     


    

 


Schedule 5.9 to Cash Flow Credit Agreement


 


SCHEDULE 5.9


 


Intellectual
Property Claims


 


None.


 




     


     


    

 


Schedule 5.15 to Cash Flow Credit Agreement


 


SCHEDULE 5.15


 


Subsidiaries


 





	Subsidiary	 	Jurisdiction of 

Organization	 	
        Ownership 

        Percentage
	 	Direct Owner(s)
	PLY GEM
	Alenco Building Products Management, L.L.C.	 	Delaware	 	100%	 	Alenco Holding Corporation
	Alenco Extrusion GA, L.L.C.	 	Delaware	 	100%	 	New Alenco Extrusion, Ltd.
	Alenco Extrusion Management, L.L.C.	 	Delaware	 	100%	 	Alenco Holding Corporation
	Alenco Holding Corporation	 	Delaware	 	100%	 	AWC Holding Company
	Alenco Interests, L.L.C.	 	Delaware	 	100%	 	Alenco Holding Corporation
	Alenco Trans, Inc.	 	Delaware	 	100%	 	Alenco Holding Corporation
	Alenco Window GA, L.L.C.	 	Delaware	 	100%	 	New Alenco Window, Ltd
	Aluminum Scrap Recycle, L.L.C.	 	Delaware	 	100%	 	New Alenco Extrusion, Ltd.
	AWC Arizona, Inc.	 	Delaware	 	100%	 	Alenco Holding Corporation
	AWC Holding Company	 	Delaware	 	100%	 	Ply Gem Industries, Inc.
	Foundation Labs by Ply Gem, LLC	 	Delaware	 	100%	 	Ply Gem Industries, Inc.
	Glazing Industries Management, L.L.C.	 	Delaware	 	100%	 	Alenco Holding Corporation
	Great Lakes Window, Inc.	 	Ohio	 	100%	 	Ply Gem Industries, Inc.
	Kroy Building Products, Inc.	 	Delaware	 	100%	 	Ply Gem Industries, Inc.
	Mastic Home Exteriors, Inc.	 	Ohio	 	100%	 	Ply Gem Industries, Inc.
	MW Manufacturers Inc.	 	Delaware	 	100%	 	MWM Holding, Inc.
	MWM Holding, Inc.	 	Delaware	 	100%	 	Ply Gem Industries, Inc.
	Napco, Inc.	 	Delaware	 	100%	 	Ply Gem Industries, Inc.
	New Alenco Extrusion, Ltd.	 	Texas	 	95% limited partner	 	Alenco Interests, L.L.C. 
	 	 	 	 	5% general partner	 	Alenco Extrusion Management, L.L.C. 
	New Alenco Window, Ltd.	 	Texas	 	95% limited partner	 	Alenco Interests, L.L.C.
	 	 	 	 	5% general partner	 	Alenco Building Products Management, L.L.C.
	New Glazing Industries, Ltd.	 	Texas	 	95% limited partner	 	Alenco Interests, L.L.C.
	 	 	 	 	5% general partner	 	Glazing Industries Management, L.L.C.
	Ply Gem Holdings, Inc.	 	Delaware	 	100%	 	Pisces Midco, Inc.
	Ply Gem Industries, Inc.	 	Delaware	 	100%	 	Ply Gem Holdings, Inc.
	Ply Gem Pacific Windows Corporation	 	Delaware	 	100%	 	Ply Gem Industries, Inc.



 






     


     


    

 


Schedule 5.15 to Cash Flow Credit Agreement


 


	Subsidiary	 	Jurisdiction of 

Organization	 	
        Ownership 

        Percentage
	 	Direct Owner(s)
	Ply Gem Specialty Products, LLC	 	Delaware	 	100%	 	Ply Gem Industries, Inc.
	SimEx, Inc.	 	West Virginia	 	50,000	 	Simonton Windows & Doors, Inc.
	Simonton Building Products LLC	 	Delaware	 	100%	 	Simonton Windows & Doors, Inc.
	Simonton Industries, Inc.	 	California	 	100%	 	Simonton Building Products LLC
	Simonton Windows & Doors, Inc.	 	Delaware	 	100%	 	Ply Gem Industries, Inc.
	Simonton Windows, Inc.	 	West Virginia	 	100%	 	Simonton Building Products LLC
	Variform, Inc.	 	Missouri	 	100%	 	Ply Gem Industries, Inc.
	Gienow Canada Inc.	 	Canada (Federally Organized)	 	100%	 	Ply Gem Industries, Inc. 
	Mitten, Inc.	 	Ontario	 	100%	 	Ply Gem Industries, Inc. 
	ATRIUM
	Atrium Corporation	 	Delaware	 	100%	 	Pisces Midco, Inc.
	Atrium Intermediate Holdings, Inc.	 	Delaware	 	100%	 	Atrium Corporation
	Atrium Parent, Inc.	 	Delaware	 	100%	 	Atrium Intermediate Holdings, Inc.
	Atrium Windows and Doors, Inc.	 	Delaware	 	100%	 	Atrium Parent, Inc.
	American Screen Manufacturers, Inc.	 	Delaware	 	100%	 	Atrium Windows and Doors, Inc.
	Atrium Extrusion Systems, Inc.	 	Delaware	 	100%	 	Atrium Windows and Doors, Inc.
	Champion Window, Inc.	 	Delaware	 	100%	 	Atrium Windows and Doors, Inc.
	Thermal Industries, Inc.	 	Delaware	 	100%	 	Atrium Windows and Doors, Inc.
	North Star Manufacturing (London) Ltd.	 	Ontario	 	100%	 	Pisces Midco, Inc.
	Brock Doors & Windows Ltd.	 	Ontario	 	100%	 	Pisces Midco, Inc.




 




     


     


    

 


Schedule 5.17 to Cash Flow Credit Agreement


 


SCHEDULE 5.17


 


Environmental
Matters


 


		1.	MW Manufacturers Inc. is a party to an Administrative Order
on Consent with the United States Environmental Protection Agency (the “EPA”) dated September 12, 2011, under
the Resource Conservation and Recovery Act (“RCRA”), with respect to its Rocky Mount, Virginia facility. The
Ply Gem Business currently has reserves in place in the amount of approximately $1.35 million.



 


		2.	Gienow Canada Inc. may incur costs in connection with contamination
at its Calgary, Alberta facility. There are no investigation or remediation activities currently being conducted by the Ply Gem
Business, and the Ply Gem Business has not had contact with regulatory agencies regarding this matter in several years. The Ply
Gem Business currently has a reserve in place of approximately $150,000 CAD.



 


		3.	In May 2015, Kroy Building Products, Inc. (“Kroy”)
responded to EPA’s request for information issued under CERCLA in connection with contamination at Kroy’s York, Nebraska
facility. The facility is located within an area-wide Superfund site, and the Ply Gem Business believes that they are not responsible
for the contamination.



 




     


     


    

 


Schedule 5.20 to Cash Flow Credit Agreement


 


SCHEDULE 5.20


 


Insurance1


 


	Coverage	 	Effective
    
 Date	 	Carrier	 	Limits	 	Deductible/SIR	 	Premiums	 
	PLY GEM
	General Liability	 	10/31/2017 - 10/31/2018	 	James River	 	2,000,000/occurrence; 4,000,000 aggregate	 	500,000 SIR	 	$	1,167,147	 
	General Liability -Canada	 	5/12/2017 - 5/12/2018	 	Strategic Underwriting Managers, Inc.	 	1,000,000/occurrence; 2,000,000 aggregate	 	25,000 deductible	 	$	176,054	 
	Umbrella Liability	 	10/31/2017 -10/31/2018	 	American Guarantee & Liability (Zurich)	 	24,000,000/occurrence; 24,000,000 aggregate	 	zero	 	$	981,110	 
	Excess Liability	 	10/31/2017 -10/31/2018	 	Great American Insurance	 	25,000,000/occurrence; 25,000,000 aggregate	 	zero	 	$	204,954	 
	Crime	 	5/23/2017 -5/23/2018	 	Zurich American Insurance Co	 	5,000,000	 	100,000 deductible	 	$	30,000	 
	Workplace Violence	 	5/23/2017 -5/23/2018	 	Chubb Federal Insurance Co	 	1,000,000	 	zero	 	$	2,775	 
	Directors & Officers-Primary	 	5/23/2017 -5/23/2018	 	Zurich American Insurance Co	 	10,000,000	 	1,000,000 SIR	 	$	429,331	 
	D&O Excess Layer #1	 	5/23/2017 -5/23/2018	 	Endurance Risk Solutions Assurance Co	 	10,000,000	 	zero	 	$	128,000	 
	D&O Excess Layer #2	 	5/23/2017 -5/23/2018	 	Chubb Ace American	 	10,000,000	 	zero	 	$	70,000	 
	D&O Excess Layer #3	 	5/23/2017 -5/23/2018	 	Nationwide Freedom Specialty	 	10,000,000	 	zero	 	$	39,500	 
	D&O Excess Layer #4	 	5/23/2017 - 5/23/2018	 	AIG National Union Fire Ins Co	 	10,000,000	 	zero	 	$	36,740	 
	D&O Excess Side A Coverage	 	5/23/2017 - 5/23/2018	 	Berkley Insurance Co	 	10,000,000	 	zero	 	$	36,000	 



  





 






		1	Schedule includes information of the Atrium U.S. Guarantor
Entities, which are to become Loan Parties following the effectiveness of the Atlas Merger, the Atlas Contribution and the repayment
of certain existing Indebtedness of the Atrium Business on the Business Day immediately following the Closing Date.



 



     


     


    

 


Schedule 5.20 to Cash Flow Credit Agreement


 


	Coverage	 	Effective
    
 Date	 	Carrier	 	Limits	 	Deductible/SIR	 	Premiums	 
	Employment Practice Liab.	 	5/23/2017 -5/23/2018	 	Zurich American Insurance Co	 	10,000,000	 	250,000 SIR	 	$	98,000	 
	Fiduciary Liability	 	5/23/2017 - 5/23/2018	 	AIG National Union Fire Ins Co	 	10,000,000	 	10,000 SIR	 	$	25,025	 
	Property	 	5/13/2017 -5/13/2018	 	Zurich American Insurance Co	 	250,000,000	 	100,000 deductible	 	$	676,240	 
	Property -Canada	 	 	 	 	 	 	 	 	 	$	76,321	 
	Foreign Liability	 	5/12/2017 -5/12/2018	 	WorldSouce - Ins Co of PA	 	1,000,000/occurrence; 2,000,000 aggregate	 	1,000 deductible	 	$	13,650	 
	Environmental Liability	 	2/12/2017 -2/12/2020	 	Chubb Illinois Union Ins Co	 	5,000,000/occurrence; 10,000,000 aggregate	 	100,000 SIR	 	$	93,462 (3 yrs)	 
	Work Comp Premium	 	5/12/2017 -5/12/2018	 	Zurich American Insurance Co	 	 	 	 	 	$	712,215	 
	Work Comp Loss Funding	 	5/12/2017 -5/12/2018	 	Zurich American Insurance Co	 	9,500,000 program max annual liability	 	500,000 deductible/ 
claim	 	$	3,333,288	 
	Excess Workers Comp	 	5/12/2017 - 5/12/2018	 	Zurich American Insurance Co	 	9,500,000 aggregate	 	500,000 SIR	 	$	47,080	 
	Auto Liability	 	5/12/2017 -5/12/2018	 	Zurich American Insurance Co	 	2,000,000/ occurrence	 	zero	 	$	865,082	 
	Auto Liability -Canada	 	5/12/2017 -5/12/2018	 	SGI Canada	 	1,000,000/ occurrence	 	2,500 deductible	 	$	159,935	 
	Storage Tank Liability	 	2/13/2017 -2/13/2018	 	Chubb Ace American	 	1,000,000/ occurrence; 2,000,000 aggregate	 	25,000 deductible	 	$	2,272	 
	Motor Truck Cargo	 	4/5/2017 -4/5/2018	 	Hartford Insurance	 	500,000/ occurrence	 	1,000 deductible	 	$	4,111	 
	Kidnap/Ransom	 	5/12/2017	 	Tokio Marine Specialty Group	 	1,000,000/ occurrence	 	zero	 	$	5,019
(3 yrs)	 



 


 



     


     


    

 


Schedule 5.20 to Cash Flow Credit Agreement


 


	Coverage	 	Effective
    
 Date	 	Carrier	 	Limits	 	Deductible/SIR	 	Premiums	 
	ATRIUM
	General Liability Employee Benefits Liability: 
  
General
    Aggregate Limit
 Products/Comp. Ops. Agg.
 Personal & Adv. Injury
 Each Occurrence Limit
 Damage to Premises
    Rented to You
 Medical Expense
 Employee Benefits Liability Agg. (Claims Made)	 	06/01/2017 – 06/01/2018	 	Zurich American Insurance Company	 	$2,000,000 
  
$2,000,000 
$1,000,000 
$1,000,000
    
  
$1,000,000 
$10,000 
  
$1,000,000	 	$1,250,000 Self Insured Retention-Per Occurrence	 	$	180, 203	 
	Commercial Automobile: 
  
CSL - Bodily Injury &
    PD (sym 1)
 Medical Payments (sym 2)
 Uninsured / Underinsured Motorist (sym 2) 
Personal Injury Protection (sym
    2)
 Auto Physical Dmg (sym 2 & 8)	 	06/01/2017 – 06/01/2018	 	Zurich American Insurance Company	 	$1,000,000 
  
$10,000 
  
Statutory 
 
    
Statutory 
  
ACV	 	Various Deductible per Occurrence-Phy. Damage	 	$	44,013	 
	Workers' Compensation (Deductible): 
  
BI Each Accident

    BI by Disease Policy Limit
 BI by Disease Each Employee	 	06/01/2017 – 06/01/2018	 	American Zurich Insurance Company	 	$1,000,000
  
$1,000,000 
  
$1,000,000	 	$500,000 Deductible 
 Each Accident/Claim	 	$	213,744	 



 






     


     


    

 


Schedule 5.20 to Cash Flow Credit Agreement


 


	Coverage	 	Effective
    
 Date	 	Carrier	 	Limits	 	Deductible/SIR	 	Premiums	 
	Workers' Compensation
 (Retro): 
  
BI Each Accident

    BI by Disease Policy Limit
 BI by Disease Each Emp
 (Premium does not include surcharges, claims fee,
 claims admin)	 	06/01/2017 – 06/01/2018	 	Zurich American Insurance Company	 	$1,000,000 
  
$1,000,000 
$1,000,000	 	$500,000 Deductible 
 Each Accident/Claim	 	$	433	 
	TX Non-Subscription (Hays Not Broker)
 
 (Employer's Primary
    Indemnity Coverage): 
  
Employers Liability Bodily Injury Damage Limit Per Employee	 	10/01/2017 – 10/01/2018	 	Scottsdale	 	$10,000,000	 	$500,000 Self Insured Retention	 	$	175,514	 
	Umbrella Liability: 
  
Each Occurrence
 Other Aggregate

    Products Completed Operations Aggregate	 	06/01/2017 – 06/01/2018	 	American Guarantee and Liability Insurance Company	 	$25,000,000 
$25,000,000 
  
$25,000,000	 	Excess of scheduled underlying	 	$	239,000	 



 






     


     


    

 


Schedule 5.20 to Cash Flow Credit Agreement


 


	Coverage	 	Effective
    
 Date	 	Carrier	 	Limits	 	Deductible/SIR	 	Premiums	 
	Excess Umbrella Liability: 
  
Each Occurrence
 Aggregate

    Products Completed Operations Aggregate
 Excess $25,000,000	 	06/01/2017 – 06/01/2018	 	Starr Indemnity & Liability Company	 	$25,000,000 
$25,000,000 
  
$25,000,000	 	Excess of scheduled underlying	 	$	64,000	 
	Umbrella Liability (Canada): 
  
Each Occurrence

    Aggregate	 	06/01/2017 – 06/01/2018	 	Zurich Insurance Company LTD.	 	$33,681,800	 	Excess of scheduled underlying	 	$	20,888	 
	Pollution Legal Liability: 
  
Per Pollution Condition

    Aggregate
 Cov A New Pollution Conditions
 Cov B Pre Existing Conditions
 Eillis Windows & Door, 300 Welcome
    Ctr. Blvd., Welcome, NC
 CLAIMS MADE	 	11/04/2015 – 11/04/2020	 	Illinois Union (ACE)	 	$10,000,000 
$10,000,000	 	$25,000 Self Insured Retention	 	$	92,544	 



 






     


     


    

 


Schedule 5.20 to Cash Flow Credit Agreement


 


	Coverage	 	Effective
    
 Date	 	Carrier	 	Limits	 	Deductible/SIR	 	Premiums	 
	International: 
  
Each Occurrence
 General Aggregate

    Employee Benefits Each Claim and Aggregate
 Auto Liability
 Property Unnamed Location	 	06/01/2017 – 06/01/2018	 	Zurich American Insurance Company	 	$1,000,000 
$2,000,000 
  
$1,000,000 
$1,000,000
    
  
$300,925	 	$5,000 Deductible per Occurrence - Property	 	$	2,500	 
	Property / B&M / EQ / Flood: 
  
Policy Limit Per
    Occurrence (Coverages Combined)
 Business Interruption
 Named Windstorm
 Brands, Labels & Trademarks
 Rental
    Value
 
 Sublimits in Annual Aggregate:
 Earth Movement EXCEPT;
 Property located in Zone 1
 Property located
    in Zone 2
 Flood except:
 Within a Special Flood Hazard Area (SFHA)
 Within a Moderate Flood Hazard Area (MFHA)

    
 Accounts Receivable
 Computer Systems Damage (Annual Aggregate)
 Civil Authority (Not to exceed $1,000,000)

    Demolition and Inc Cost of Const
 Equipment Breakdown
 Amonia Contamination
 Spoliage
 Extra Expense
 Service
    Interruption
 Ingress/Egress (Not to exceed $1,000,000)
 Leasehold Interest
 
 Misc. Unnamed Locations
 Misc.
    Personal Property
 Newly Acquired Property; 120 day period
 Ordinary Payroll
 Property in Transit; $250,000 when
    acting as a Common Carrier
 Unintentional E&O	 	06/01/2017 – 06/01/2018	 	Zurich	 	$150,000,000 
Included 
Included 
  
Included 
Included
    
  
$50,000,000 
  
$2,500,000 
  
$25,000,000 
$50,000,000 
  
$5,000,000
    
  
$10,000,000 
  
$10,000,000 
  
$1,000,000 
  
30 days 
  
$10,000,000
    
$150,000,000 
$1,000,000 
$5,000,000 
$5,000,000 
$5,000,000 
  
$1,000,000 
$1,000,000 
 
    
$1,000,000 
$100,000 
  
$1,000,000 
90 days 
  
$1,000,000	 	$100,000 PD/BI ALL manufacturing facilities
 $50,000 PD/BI ALL
    other than manufacturing
 
 Earthquake $100,000 EXCEPT;
 $250,000 minimum Combined deductible for PD/TE per occurrence
    or
 5% of 100% Value PD & 5% of 12 Months Value TE Zone 1 Locations; and
 $100,000 minimum Combined deductible for
    PD/TE per occurrence or 2% of 100% Value PD & 2% of 12 Months Value TE Zone 2 Locations
 
 Flood:
 $100,000 EXCEPT;

    $1,000,000 High/Moderate Hazard Zones
 
 Named Storm:
 $250,000 minimum Combined ded for PD/TE per occurrence or

    5% of 100% Value PD & 5% of 12 Months Value TE Zone 1 Locations;
 2% of 100% Value PD & 2% of 12 Months Value TE
    Zone 2 Locations
 
 
 Equipment Breakdown:
 $100,000 PD/BI ALL manufacturing facilities with exceptions.
 $50,000
    PD/BI ALL other than manufacturing
 
 Service Interruption - 24 Hours
 
 Transit:
 $10,000 per Occurrence combined
    coverages
 $5,000 Combined coverages when acting common carrier	 	$	229,072	 



  



     


     


    

 


Schedule 5.20 to Cash Flow Credit Agreement


 


	Coverage	 	Effective
    
 Date	 	Carrier	 	Limits	 	Deductible/SIR	 	Premiums	 
	D&O / EPL Primary Coverage: 
  
Aggregate 
Share
    D&O / EPL Limit of Liability
 
	 	06/01/2017 – 06/01/2018	 	National Union Fire Insurance Co. (AIG)	 	$10,000,000	 	$200,000 D&O Retention
 
$250,000 EPL Retention	 	$	106,605	 
	D&O Excess                          1st
    Layer	 	06/01/2017 – 06/01/2018	 	Liberty Insurance Underwriters	 	$10,000,000 excess of $10,000,000	 	Underlying limit + retention	 	$	40,000	 
	D&O
 Clause A DIC
 2nd Layer	 	06/01/2017 – 06/01/2018	 	XL Specialty Insurance Company	 	$10,000,000 excess of $20,000,000 Side A	 	Underlying limit + retention	 	$	15,000	 
	Fiduciary Liability: 
  
Aggregate	 	06/01/2017 – 06/01/2018	 	AXIS Insurance Company	 	$5,000,000	 	$0	 	$	6,353	 



 






     


     


    

 


Schedule 5.20 to Cash Flow Credit Agreement


 


	Coverage	 	Effective
    
 Date	 	Carrier	 	Limits	 	Deductible/SIR	 	Premiums	 
	Crime: 
  
Employee Theft
 Forgery or Alteration

    Inside Premises - Theft of Money & Securities
 Inside Premises - Robbery & Safe Burglary
 Outside the Premises

    Computer Fraud
 Funds Transfer Fraud
 Money Orders & Counterfeit Money
 Destruction of Electronic Data / Computer
    Programs Corporate Deception Fraud ($250,000)	 	06/01/2017 – 06/01/2018	 	Berkley Regional Insurance Co.	 	$5,000,000 
$5,000,000 
  
$5,000,000 
  
$5,000,000
    
$5,000,000 
$5,000,000 
$5,000,000 
  
$1,000,000 
  
$1,000,000	 	$100,000 Deductible per coverage except $1,000 deductible for Money
    Orders and Counterfeit Money and $50,000 deductible for Corporate Deception Fraud	 	$	19,932	 
	Canadian Property - Coverage A Boiler & Machinery- Coverage
    B: 
  
Property Damage
 Business Interruption
 Earth Movement Annual Aggregate
 Flood Annual Aggregate

    Debris Removal PD Portion of Loss
 Newly Acquired Location
 Demolition and Increased Cost of Construction
 Extra
    Expense
 Unnamed Locations
 Professional Fees
 Hazardous Substances
 Valuable Papers
 Accounts Receivable

    EDP / Media
 Fire Fighting Expenses
 Transit
 Exhibition Floater
 Fine Arts
 Service Interruption
 Salesman's
    Samples	 	01/17/2017 – 01/17/2018	 	75%-Temple Ins. Co. 15% - Intact Ins. Co. and 15% Northbridge Ins.Co.	 	$41,600,000 
$33,071,000 
  
$61,600,000 
$61,600,000
    
  
25% 
  
$1,500,000 
  
$250,000 
$100,000 
$25,000 
$25,000 
$25,000 
$25,000
    
$25,000 
$25,000 
$25,000 
$25,000 
$25,000 
$25,000 
$25,000 
$25,000	 	$5,000 Perr Occurrence
 
 $50,000 Flood 
 
 3% of TIV
    of loc subject re: Earth Movement to min of $100,000) 
 
 $25,000 per Occurrence resulting from a Accident to the Complete
    William 2.2|G Line, the Complete 1.6|G Line and the Complete CNC Production Machinery including their driving mechanisms and
    the electronic and electric controls for those driving mechanisms
 
 $5,000 Per Occurrence resulting from an Accident
    to any other object (B&M)
 
 2 Times ADV re:BI/EE directly resulting from an accident to any other Object (B&M)

    
 $2,500 Salesman's Samples	 	$	58,898	 



 






     


     


    

 


Schedule 5.20 to Cash Flow Credit Agreement


 


	Coverage	 	Effective
    
 Date	 	Carrier	 	Limits	 	Deductible/SIR	 	Premiums	 
	Canadian Auto: 
  
Auto Liability	 	01/17/2017 – 01/17/2018	 	Intact Insurance Company	 	$5,000,000 – 5% of Accident Benefits Premium 
5% of Direct
    Compensation Property Damage	 	$2,500 Coll. Ded Heavy Commercial
 Various Comp / Coll. Deductibles
    apply.	 	$	13,662	 
	Canadian - Property / Business Interruption General Liability Crime:
    
Building and Contents Broad Form
 Extra Expense
 Earthquake Shock Endorsement
 Flood Endorsement
 Sewer Back
    Up Endorsement
 Comml Edge Plus Coverage - Courier and Parcel Post
 Comml Edge Plus Coverage - Endorsement
 Miscellaneous
    Articles Floater- Laptops
 Edge Plus Crime Coverage Endorsement
 
 
 Bodily Injury and Property Damage Liability

    Products - Completed Operations
 Property Damage Deductible Per Occurrence
 Personal Injury and Advertising Injury Liability

    Medical Payments -Per Person
 Limited Fungi or Spores Coverage Endt - Aggregate Limit
 Limited Fungi or Spores Coverage
    Endt - Per Occurrence
 S.P.F. No 6 - Supplementary Non-Owned Automobile
 Amended deductible Endorsement
 Comb Liab
    Ded for Products Sold &/or Distrib in the U.S.A.
 
 Employee Fidelity - Form A
 Broad Form Money and Securities

    Money Order or Counterfeit Paper
 Depositors Forgery	 	01/17/2017 – 01/17/2018	 	Intact Insurance Company	 	$157,624 
$100,000 
  
$100,000 
  
As
    Per Form 
$15,000 
  
As Per Form 
  
$5,000,000 each occurrence 
$5,000,000 aggregate 
 
    
$5,000,000 
  
$25,000 
  
$250,000 
  
$250,000 
  
$5,000,000 
 
    
$10,000 
  
$10,000 
$10,000	 	5,000 Deductible
 
 Ded 3% or 100,000
 25,000
 5,000

    5,000
 5,000
 5,000
 as per form
 
 
 N/A
 N/A
 $5,000
 As Per Form
 N/A
 
 
 
5,000

    
 
 
5,000
 
 
5,000
 
 N/A
 5,000
 N/A
 N/A	 	$	36,637	 



 




     


     


    

 


Schedule 7.2 to Cash Flow Credit Agreement


 


SCHEDULE 7.2


 


Website Address for Electronic Financial
Reporting


 


None.


 




     


     


    

 


Schedule 7.13 to Cash Flow Credit Agreement


 


SCHEDULE 7.13


 


Post-Closing
Collateral Requirements


 


None.


 




     


     


    

 


Schedule 8.1 to Cash Flow Credit Agreement
(Ply Gem)


 


SCHEDULE 8.1


 


Existing Indebtedness


PLY GEM


 


		1.	The Company regularly utilizes foreign exchange swaps
to mitigate the risk of cross border currency fluctuations pursuant to the following agreements:



 


		A.	Terms of Business for Swap Transactions and Customer
Questionnaire dated October 16, 2014, between Wells Fargo Bank N.A. and Mitten Inc.



 


		B.	Terms of Business for Swap Transactions and Customer
Questionnaire dated October 16, 2014, between Wells Fargo Bank N.A. and Gienow Canada Inc.



 


		2.	Letter of Credit, dated 01/21/11, issued by Credit
Suisse AG, Cayman Islands Branch, in favor of Tokio Marine and Nichido Fire Insurance Co., in the amount of $60,000.00.



 


		3.	Letter of Credit, dated 03/09/11, issued by Credit
Suisse AG, Cayman Islands Branch, in favor of Ohio Environmental Protection Agency, in the amount of $450,000.00.



 


		4.	Letter of Credit, dated 09/24/11, issued by Credit
Suisse AG, Cayman Islands Branch, in favor of Saint-Gobain Corporation, in the amount of $886,000.00.



 


		5.	Letter of Credit, dated 01/04/12, issued by Credit
Suisse AG, Cayman Islands Branch, in favor of the Ohio Bureau of Worker’s Compensation, in the amount of $150,000.00.



 


		6.	Letter of Credit, dated 10/10/15, issued by Credit
Suisse AG, Cayman Islands Branch, in favor of Zurich, in the amount of $1,650,000.00.



 


		7.	See attached chart for outstanding equipment leases
incorporated herein.



 


ATRIUM


 


		8.	Loan Agreements by and between HYG Financial Services,
Inc. and Atrium Windows and Doors, Inc, for which the Atrium Business currently has obligations of $48,010.59.



 




     


     


    

 


Schedule 8.5 to Cash Flow Credit Agreement


 


SCHEDULE 8.5


 


Affiliate Transactions


PLY GEM


 


		1.	Transaction Bonus Letter with Gary E. Robinette, dated
as of January 31, 2018, providing for a bonus in the amount of $7,000,000, payable in cash or stock, following the consummation
of the Transactions.



 


		2.	Transaction Bonus Letter with Shawn K. Poe, dated
as of January 31, 2018, providing for a bonus in the amount of $1,800,000, payable in cash or stock, following the consummation
of the Transactions.



 


		3.	Employee note related to relocation in the amount
of $320,000 with Zelko Cvitkovic executed August, 2017.



 


		4.	Employee note related to relocation in the amount of $270,000
with Kathy Andreas executed April, 2018.



 


ATRIUM


 


		5.	Lease, by and between John Nolet Holdings Inc. and
Brock Doors & Windows Inc., dated March 14, 2014, for premises located at 278 Orenda Road, Brampton, Ontario.



 




     


     


    

 


EXHIBIT A-1

to

CASH FLOW CREDIT AGREEMENT


 


FORM OF TERM LOAN NOTE


 


THIS TERM LOAN NOTE AND THE OBLIGATIONS
EVIDENCED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO
BELOW. TRANSFERS OF THIS TERM LOAN NOTE AND THE OBLIGATIONS EVIDENCED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE
ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT.


 


	[$____________] [C$____________] [€_________]	New York, New York


 


[_______ __, 20__]


 


FOR VALUE RECEIVED, the
undersigned, PISCES MIDCO, INC., a Delaware corporation (together with its successors and assigns, the “Borrower”),
hereby unconditionally promises to pay to [_____________] (the “Lender”) and its successors and assigns, at
the office of JPMORGAN CHASE BANK, N.A., located at 383 Madison Avenue, New York, New York 10179, in lawful money of the United
States of America and in immediately available funds, the aggregate unpaid principal amount of the Term Loans made by the Lender
to the undersigned pursuant to Subsection 2.1 of the Credit Agreement referred to below, which sum shall be payable at such
times and in such amounts as are specified in the Credit Agreement.


 


The Borrower further
agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time at the applicable rates
per annum and on the dates set forth in Subsection 4.1 of the Credit Agreement until such principal amount is paid in full
(both before and after judgment).


 


This Term Loan Note is
one of the Notes referred to in, and is subject in all respects to, the Cash Flow Credit Agreement, dated as of April 12, 2018
(as the same may be amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”),
among the Borrower, the several banks and other financial institutions from time to time party thereto (including the Lender) (the
“Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and as collateral agent for
the Secured Parties, and is entitled to the benefits thereof, is secured and guaranteed as provided therein and is subject to optional
and mandatory prepayment in whole or in part as provided therein. Reference is hereby made to the Loan Documents for a description
of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees,
the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this
Term Loan Note in respect thereof. The holder hereof, by its acceptance of this Term Loan Note, agrees to the terms of, and to
be bound by and to observe the provisions applicable to the Lenders contained in, the Credit Agreement. Capitalized terms used
herein which are defined in the Credit Agreement shall have such defined meanings unless otherwise defined herein or unless the
context otherwise requires.


 


Upon the occurrence of
any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Term Loan
Note shall become, or may be declared to be, immediately due and payable, all as provided therein.


 




     


     


    

 


EXHIBIT A-1


to


CASH FLOW CREDIT AGREEMENT


 


Page 324


 


All parties now and hereafter
liable with respect to this Term Loan Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive, to
the maximum extent permitted by applicable law, presentment, demand, protest and all other notices of any kind under this Term
Loan Note.


 


THIS TERM LOAN NOTE AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES
OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.


 


	 	PISCES MIDCO, INC.
	 	 	 	 
	 	By: 	 	 
	 	 	Name:  	 
	 	 	Title:    	 


 




     


     


    

 


EXHIBIT A-2


to


CASH FLOW CREDIT AGREEMENT


 


FORM OF REVOLVING CREDIT NOTE


 


THIS REVOLVING CREDIT
NOTE AND THE OBLIGATIONS EVIDENCED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT
AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS REVOLVING CREDIT NOTE AND THE OBLIGATIONS EVIDENCED HEREBY MUST BE RECORDED IN THE
REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT.


 


New York, New York


 


[_______ __, 20__]


 


FOR VALUE RECEIVED, the
undersigned, PISCES MIDCO, INC., a Delaware corporation (together with its successors and assigns, the “Borrower”),
hereby unconditionally promises to pay to [_______] (the “Lender”), and its successors and assigns, at the office
of JPMORGAN CHASE BANK, N.A., located at 383 Madison Avenue, New York, New York 10179, in lawful money of the United States of
America or in any Designated Foreign Currency (as defined in the Credit Agreement referred to below), as applicable, and in immediately
available funds, the aggregate unpaid principal amount of the Revolving Loans made by the Lender to the undersigned pursuant to
Subsection 2.1 of the Credit Agreement referred to below, which sum shall be payable at such times and in such amounts as
are specified in the Credit Agreement.


 


The Borrower further
agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time at the applicable rates
per annum and on the dates set forth in Subsection 4.1 of the Credit Agreement until such principal amount is paid in full
(both before and after judgment).


 


This Revolving Credit
Note is one of the Notes referred to in, and is subject in all respects to, the Cash Flow Credit Agreement, dated as of April 12,
2018 (as the same may be amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”),
among the Borrower, the several banks and other financial institutions from time to time party thereto (including the Lender) (the
“Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and as collateral agent for
the Secured Parties, and is entitled to the benefits thereof, is secured and guaranteed as provided therein and is subject to optional
and mandatory prepayment in whole or in part as provided therein. Reference is hereby made to the Loan Documents for a description
of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees,
the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this
Revolving Credit Note in respect thereof. The holder hereof, by its acceptance of this Revolving Credit Note, agrees to the terms
of, and to be bound by and to observe the provisions applicable to the Lenders contained in, the Credit Agreement. Capitalized
terms used herein which are defined in the Credit Agreement shall have such defined meanings unless otherwise defined herein or
unless the context otherwise requires.


 


Upon the occurrence of
any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Revolving
Credit Note shall become, or may be declared to be, immediately due and payable, all as provided therein.


 




     


     


    

 


EXHIBIT A-2

to

CASH FLOW CREDIT AGREEMENT




Page 2


 


All parties now and hereafter
liable with respect to this Revolving Credit Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive,
to the maximum extent permitted by applicable law, presentment, demand, protest and all other notices of any kind under this Revolving
Credit Note.


 


THIS REVOLVING CREDIT
NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH
PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION.


 


	 	PISCES MIDCO, INC. 
	 	 	 	 
	 	By:  	 
	 	 	Name:  	 
	 	 	Title:    	 


 




     


     


    

 


EXHIBIT A-3


to


CASH FLOW CREDIT AGREEMENT


 


FORM OF SWING LINE NOTE


 


New York, New York


 


[_______ __, 20__]


 


FOR VALUE RECEIVED, the
undersigned, PISCES MIDCO, INC., a Delaware corporation (together with its successors and assigns, the “Borrower”),
hereby unconditionally promises to pay to JPMORGAN CHASE BANK, N.A., (the “Swing Line Lender”) and its successors
and assigns, located at 383 Madison Avenue, New York, New York 10179, in lawful money of the United States of America and in immediately
available funds, the aggregate unpaid principal amount of the Swing Line Loans made by the Swing Line Lender to the undersigned
pursuant to Subsection 2.7 of the Credit Agreement referred to below, which sum shall be payable at such times and in such
amounts as are specified in the Credit Agreement.


 


The Borrower further
agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time at the applicable rates
per annum and on the dates set forth in Subsection 4.1 of the Credit Agreement until paid in full (both before and after
judgment).


 


This Swing Line Note
is the Swing Line Note referred to in, and is subject in all respects to, the Cash Flow Credit Agreement, dated as of April 12,
2018 (as the same may be amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”),
among the Borrower, the several banks and other financial institutions from time to time party thereto (including the Swing Line
Lender) (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and as collateral
agent for the Secured Parties, and is entitled to the benefits thereof, is secured and guaranteed as provided therein and in the
Loan Documents and is subject to optional and mandatory prepayment in whole or in part as provided therein. Reference is hereby
made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature
and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were
granted and the rights of the holder of this Swing Line Note in respect thereof. The holder hereof, by its acceptance of this Swing
Line Note, agrees to the terms of, and to be bound by and to observe the provisions applicable to the Lenders contained in, the
Credit Agreement. Capitalized terms used herein which are defined in the Credit Agreement shall have such defined meanings unless
otherwise defined herein or unless the context otherwise requires.


 


Upon the occurrence of
any one or more of the Events of Default specified in the Credit Agreement, all amounts remaining unpaid on this Swing Line Note
shall become, or may be declared to be, immediately due and payable, all as provided therein.


 


All parties now and hereafter
liable with respect to this Swing Line Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive,
to the maximum extent permitted by applicable law, presentment, demand, protest and all other notices of any kind under this Swing
Line Note.


 




     


     


    

 


EXHIBIT A-3

to

CASH FLOW CREDIT AGREEMENT




Page 2


 


THIS SWING LINE NOTE
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES
OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.


 


	 	PISCES MIDCO, INC.
	 	 	 	 
	 	By:  	 
	 	 	Name:  	 
	 	 	Title:    	 


 




     


     


    

  


EXHIBIT B

to

CASH FLOW CREDIT AGREEMENT


 


FORM OF GUARANTEE AND COLLATERAL AGREEMENT


 


[See attached.]


 




     


     


    

 


EXECUTION VERSION


 





 






 


CASH FLOW GUARANTEE AND COLLATERAL AGREEMENT


 


made by


 


PISCES MIDCO, INC.,


 


PISCES HOLDINGS, INC.


 


and certain Domestic Subsidiaries of the Borrower,


 


in favor of


 


JPMORGAN CHASE BANK, N.A.,


 


as Collateral Agent and Administrative Agent


 


dated as of April 12, 2018


 





 



 




     


     


    

 


	Section 1 Defined Terms	2
	 	 	 
	1.1	Definitions	2
	1.2	Other Definitional Provisions	13
	 	 	 
	Section 2 Guarantee	13
	 	 	 
	2.1	Guarantee	13
	2.2	Right of Contribution	15
	2.3	No Subrogation	15
	2.4	Amendments, etc with Respect to the Obligations.	16
	2.5	Guarantee Absolute and Unconditional	17
	2.6	Reinstatement	17
	2.7	Payments	18
	 	 	 
	Section 3 Grant of Security Interest	18
	 	 	 
	3.1	Grant	18
	3.2	Pledged Collateral	19
	3.3	Certain Limited Exceptions	19
	3.4	Intercreditor Relations	24
	 	 	 
	Section 4 Representations and Warranties	24
	 	 	 
	4.1	Representations and Warranties of Each Guarantor	24
	4.2	Representations and Warranties of Each Grantor	24
	4.3	Representations and Warranties of Each Pledgor	28
	 	 	 
	Section 5 Covenants	30
	 	 	 
	5.1	Covenants of Each Guarantor	30
	5.2	Covenants of Each Grantor	30
	5.3	Covenants of Each Pledgor	34
	 	 	 
	Section 6 Remedial Provisions	37
	 	 	 
	6.1	Certain Matters Relating to Accounts	37
	6.2	Communications with Obligors; Grantors Remain Liable	38
	6.3	Pledged Stock	39
	6.4	Proceeds to Be Turned Over to the Collateral Agent	40
	6.5	Application of Proceeds	40
	6.6	Code and Other Remedies	41
	6.7	Registration Rights	42
	6.8	Waiver; Deficiency	42


 




    	 	i	 



     


    

  


	Section 7 The Collateral Agent	43
	 	 	 
	7.1	Collateral Agent’s Appointment as Attorney-in-Fact, etc	43
	7.2	Duty of Collateral Agent	45
	7.3	Financing Statements	45
	7.4	Authority of Collateral Agent	45
	7.5	Right of Inspection	46
	 	 	 
	Section 8 Non-Lender Secured Parties	46
	 	 	 
	8.1	Rights to Collateral	46
	8.2	Appointment of Agent	47
	8.3	Waiver of Claims	48
	8.4	Designation of Non-Lender Secured Parties	48
	 	 	 
	Section 9 Miscellaneous	48
	 	 	 
	9.1	Amendments in Writing	48
	9.2	Notices	49
	9.3	No Waiver by Course of Conduct; Cumulative Remedies	49
	9.4	Enforcement Expenses; Indemnification	49
	9.5	Successors and Assigns	50
	9.6	Set-Off	50
	9.7	Counterparts	50
	9.8	Severability	50
	9.9	Section Headings	51
	9.10	Integration	51
	9.11	GOVERNING LAW	51
	9.12	Submission to Jurisdiction; Waivers	51
	9.13	Acknowledgments	52
	9.14	WAIVER OF JURY TRIAL	52
	9.15	Additional Granting Parties	53
	9.16	Releases	53
	9.17	Judgment	56
	9.18	Transfer Tax Acknowledgment	56


 


SCHEDULES


 


	Schedule 1	—	Notice Addresses of Granting Parties
	Schedule 2	—	Pledged Securities
	Schedule 3	—	Perfection Matters
	Schedule 4A	—	Financing Statements
	Schedule 4B	—	Jurisdiction of Organization
	Schedule 5	—	Intellectual Property
	Schedule 6	—	Commercial Tort Claims
	Schedule 7	—	Letter-of-Credit Rights


 




    	 	ii	 



     


    

  


ANNEXES


 


	Annex 1	—	Acknowledgement and Consent of Issuers who are not Granting Parties
	Annex 2	—	Assumption Agreement
	Annex 3	—	Supplemental Agreement
	Annex 4	—	Joinder and Release


 




    	 	iii	 



     


    

 


CASH FLOW GUARANTEE AND COLLATERAL AGREEMENT


 


CASH FLOW GUARANTEE AND COLLATERAL
AGREEMENT, dated as of April 12, 2018, made by PISCES MIDCO, INC., a Delaware corporation (as further defined in the Credit Agreement,
the “Borrower”), PISCES HOLDINGS, INC., a Delaware corporation
(as further defined in the Credit Agreement, “Holdings”), and certain Domestic Subsidiaries of the Borrower
from time to time party hereto, in favor of JPMORGAN CHASE BANK, N.A., as collateral agent (in such capacity, and together with
its successors and assigns in such capacity, the “Collateral Agent”) for the Secured Parties (as defined below)
and administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative
Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually,
a “Lender”) from time to time parties to the Credit Agreement described below.


 


WITNESSETH:


 


WHEREAS, pursuant to that
certain Cash Flow Credit Agreement, dated as of the date hereof (as amended, restated, supplemented, waived or otherwise modified
from time to time, together with any agreement extending the maturity of, or restructuring, refunding, refinancing or increasing
the Indebtedness under such agreement or successor agreements, the “Credit Agreement”), among the Borrower,
the Collateral Agent, the Administrative Agent and the other parties from time to time party thereto, the Lenders have severally
agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;


 


WHEREAS, the Borrower is
a member of an affiliated group of companies that includes the other Granting Parties (as defined below);


 


WHEREAS, the proceeds of
the extensions of credit under the Credit Agreement will be used in part to enable the Borrower to make valuable transfers to one
or more of the other Granting Parties in connection with the operation of their respective businesses;


 


WHEREAS, the Borrower and
the other Granting Parties are engaged in related businesses, and each such Granting Party will derive substantial direct and indirect
benefit from the making of the extensions of credit under the Credit Agreement;


 


WHEREAS, it is a condition
to the obligation of the Lenders to make their respective extensions of credit under the Credit Agreement that the Granting Parties
shall execute and deliver this Agreement to the Collateral Agent and Administrative Agent for the benefit of the Secured Parties;


 


WHEREAS, pursuant to that certain ABL Credit Agreement,
dated as of the date hereof (as amended, restated, supplemented, waived or otherwise modified from time to time, together with
any agreement extending the maturity of, or restructuring, refunding, refinancing or increasing the Indebtedness under, such agreement
or successor agreements, the “Senior ABL Agreement”), among the Borrower, the U.S. Subsidiary Borrowers (as
defined therein), the Canadian Borrowers (as defined therein), UBS AG, Stamford Branch, as collateral agent and as administrative
agent (in such capacities, the “ABL Agent”), and the other parties party thereto, the lenders party thereto
have severally agreed to make extensions of credit to the Borrowers (as defined therein) upon the terms and subject to the conditions
set forth therein;


 




     


     


    

  


WHEREAS, pursuant to that certain ABL U.S. Guarantee
and Collateral Agreement, dated as of the date hereof (as amended, restated, supplemented, waived or otherwise modified from time
to time, the “ABL Collateral Agreement”), among the Borrower, the U.S. Subsidiary Borrowers (as defined in the
Senior ABL Agreement), Holdings, the U.S. Subsidiary Guarantors (as defined in the Senior ABL Agreement) (collectively, the “ABL
Granting Parties”) and the ABL Agent, the ABL Granting Parties have granted a first priority (as defined in the Senior
ABL Agreement) Lien to the ABL Agent for the benefit of the ABL Secured Parties (as defined herein) on the ABL Priority Collateral
(as defined herein) and a second priority Lien for the benefit of the ABL Secured Parties on the Cash Flow Priority Collateral
(as defined herein) (subject in each case to Permitted Liens);


 


WHEREAS, the Collateral Agent
and the ABL Agent have entered into an Intercreditor Agreement, acknowledged by the Borrower, Holdings and the other Granting Parties,
dated as of the date hereof (as amended, restated, supplemented, waived or otherwise modified from time to time (subject to Subsection
9.1), the “ABL/Cash Flow Intercreditor Agreement”); and


 


WHEREAS, the Collateral Agent
and/or one or more Additional Agents may in the future enter into a Junior Lien Intercreditor Agreement substantially in the form
attached to the Credit Agreement as Exhibit J-2, and acknowledged by the Borrower and the other Granting Parties (as amended, restated,
supplemented, waived or otherwise modified from time to time (subject to Subsection 9.1), the “Junior Lien Intercreditor
Agreement”), and one or more Other Intercreditor Agreements or Intercreditor Agreement Supplements.


 


NOW, THEREFORE, in consideration
of the premises and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders
to make their respective extensions of credit to the Borrower thereunder, each Granting Party hereby agrees with the Administrative
Agent and the Collateral Agent, for the benefit of the Secured Parties, as follows:


 


Section
1


 


Defined Terms


 


1.1          Definitions.
(a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them
in the Credit Agreement, and the following terms that are defined in the Code (as defined below and in effect on the date hereof)
are used herein as so defined: Cash Proceeds, Chattel Paper, Commercial Tort Claims, Documents, Electronic Chattel Paper, Equipment,
Farm Products, Fixtures, General Intangibles, Goods, Letter-of-Credit Rights, Money, Promissory Notes, Records, Securities, Securities
Accounts and Supporting Obligations.


 


(b)          The
following terms shall have the following meanings:


 




    	 	2	 



     


    

  


“ABL Agent”:
as defined in the recitals hereto and as further defined in the Credit Agreement.


 


“ABL Collateral
Agreement”: as defined in the recitals hereto.


 


“ABL Granting Parties”:
as defined in the recitals hereto.


 


“ABL Obligations”:
as defined in the ABL/Cash Flow Intercreditor Agreement.


 


“ABL Priority Collateral”:
as defined in the ABL/Cash Flow Intercreditor Agreement.


 


“ABL Secured Parties”:
the “Secured Parties” as defined in the ABL Collateral Agreement.


 


“ABL/Cash Flow Intercreditor
Agreement”: as defined in the recitals hereto.


 


“Accounts”:
all accounts (as defined in the Code) of each Grantor, whether now existing or existing in the future, including all (a)
Accounts Receivable of such Grantor, (b) all unpaid rights of such Grantor (including rescission, replevin, reclamation
and stopping in transit) relating to the foregoing or arising therefrom, (c) all rights to any goods represented by any
of the foregoing, including returned or repossessed goods, (d) all reserves and credit balances held by such Grantor with
respect to any such accounts receivable of any Obligors, (e) all letters of credit, guarantees or collateral for any of
the foregoing and (f) all insurance policies or rights relating to any of the foregoing.


 


“Accounts Receivable”:
any right to payment, whether or not earned by performance, for goods sold, leased, licensed, assigned or otherwise disposed, or
for services rendered or to be rendered, which is not evidenced by an instrument (as defined in the Code) or Chattel Paper.


 


“Additional ABL
Agent”: as defined in the ABL/Cash Flow Intercreditor Agreement.


 


“Additional ABL
Collateral Documents”: as defined in the ABL/Cash Flow Intercreditor Agreement.


 


“Additional ABL
Credit Facilities”: as defined in the ABL/Cash Flow Intercreditor Agreement.


 


“Additional ABL
Obligations”: as defined in the ABL/Cash Flow Intercreditor Agreement.


 


“Additional Agent”:
as defined in the ABL/Cash Flow Intercreditor Agreement.


 


“Additional Cash
Flow Agent”: as defined in the ABL/Cash Flow Intercreditor Agreement.


 




    	 	3	 



     


    

  


“Additional Cash
Flow Collateral Documents”: as defined in the ABL/Cash Flow Intercreditor Agreement.


 


“Additional Cash
Flow Obligations”: as defined in the ABL/Cash Flow Intercreditor Agreement.


 


“Additional Cash
Flow Secured Parties”: as defined in the ABL/Cash Flow Intercreditor Agreement.


 


“Additional Credit
Facilities”: as defined in the ABL/Cash Flow Intercreditor Agreement.


 


“Adjusted Net Worth”:
of any Guarantor at any time, the greater of (x) $0 and (y) the amount by which the fair saleable value of such Guarantor’s
assets on the date of the respective payment hereunder exceeds its debts and other liabilities (including contingent liabilities,
but without giving effect to any of its obligations under this Agreement or any other Loan Document, or pursuant to its guarantee
with respect to any Indebtedness then outstanding under the Senior ABL Agreement, the Senior Notes, any Additional Credit Facility
or any Acquired Indebtedness) on such date.


 


“Administrative
Agent”: as defined in the preamble hereto.


 


“Agreement”:
this Cash Flow Guarantee and Collateral Agreement, as the same may be amended, supplemented, waived or otherwise modified from
time to time.


 


“Applicable Law”:
as defined in Subsection 9.8.


 


“Bank Products Agreement”:
any agreement pursuant to which a bank or other financial institution or other Person agrees to provide (a) treasury services,
(b) credit card, debit card, merchant card, purchasing card, stored value card, non-card electronic payable or other similar
services (including the processing of payments and other administrative services with respect thereto), (c) cash management
or related services (including controlled disbursements, automated clearinghouse transactions, return items, netting, overdrafts,
depository, lockbox, stop payment, electronic funds transfer, information reporting, wire transfer and interstate depository network
services) and (d) other banking, financial or treasury products or services as may be requested by any Grantor (other than
letters of credit and other than loans and advances except indebtedness arising from services described in clauses (a) through
(c) of this definition), including, for the avoidance of doubt, bank guarantees.


 


“Bank Products Provider”:
any Person that has entered into a Bank Products Agreement with a Grantor with the obligations of such Grantor thereunder being
secured by one or more Loan Documents, as designated by the Borrower in accordance with Subsection 8.4 (provided
that no Person shall, with respect to any Bank Products Agreement, be at any time a Bank Products Provider with respect to more
than one Credit Facility).


 




    	 	4	 



     


    

  


“Bankruptcy Case”:
(i) Holdings, the Borrower or any of its Subsidiaries commencing any case, proceeding or other action (A) under any
existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship
or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it bankrupt or insolvent,
or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect
to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official
for it or for all or any substantial part of its assets, or Holdings, the Borrower or any of its Subsidiaries making a general
assignment for the benefit of its creditors; or (ii) there being commenced against Holdings, the Borrower or any of its
Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry
of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded
for a period of 60 days.


 


“Blocked Account”:
as defined in the Senior ABL Agreement.


 


“Borrower”:
as defined in the preamble hereto.


 


“Borrower Obligations”:
with respect to the Borrower, the collective reference to all obligations and liabilities of the Borrower in respect of the unpaid
principal of and interest on (including interest and fees accruing after the maturity of the Loans and Reimbursement Obligations
and interest and fees accruing after (or that would accrue but for) the filing of any petition in bankruptcy, or the commencement
of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition
interest or fees is allowed in such proceeding) the Loans, the Reimbursement Obligations and all other obligations and liabilities
of the Borrower to the Secured Parties, whether direct or indirect, absolute or contingent, due or to become due, or now existing
or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, the Loans, the Letters of Credit,
this Agreement, the other Loan Documents, any Hedging Agreement entered into with any Hedging Provider, any Bank Products Agreement
entered into with any Bank Products Provider, any Guarantee Obligation of Holdings, the Borrower or any of its Subsidiaries as
to which any Secured Party is a beneficiary (including any Management Guarantee entered into with any Management Credit Provider)
or any other document made, delivered or given in connection therewith, in each case whether on account of principal, interest,
reimbursement obligations, amounts payable in connection with any such Bank Products Agreement or a termination of any transaction
entered into pursuant to any such Hedging Agreement, fees, indemnities, costs, expenses or otherwise (including all reasonable
fees, expenses and disbursements of counsel to the Administrative Agent or any other Secured Party that are required to be paid
by the Borrower pursuant to the terms of the Credit Agreement or any other Loan Document). With respect to any Guarantor, if and
to the extent, under the Commodity Exchange Act or any rule, regulation or order of the CFTC (or the application or official interpretation
of any thereof), all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest
for, the obligation (the “Excluded Borrower Obligation”) to pay or perform under any agreement, contract or
transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act (or the analogous
term or section in any amended or successor statute) is or becomes illegal, the Borrower Obligations guaranteed by such Guarantor
shall not include any such Excluded Borrower Obligation.


 


“Cash Flow Priority
Collateral”: as defined in the ABL/Cash Flow Intercreditor Agreement.


 




    	 	5	 



     


    

  


“CFTC”:
the Commodity Futures Trading Commission or any successor to the Commodity Futures Trading Commission.


 


“Code”:
the Uniform Commercial Code as from time to time in effect in the State of New York.


 


“Collateral”:
as defined in Section 3; provided that, for purposes of Section 8, “Collateral” shall have
the meaning assigned to such term in the Credit Agreement.


 


“Collateral Account
Bank”: a bank which at all times is the Collateral Agent or a Lender or an affiliate thereof as selected by the relevant
Grantor and consented to in writing by the Collateral Agent (such consent not to be unreasonably withheld or delayed).


 


“Collateral Agent”:
as defined in the preamble hereto.


 


“Collateral Proceeds
Account”: a non-interest bearing cash collateral account established and maintained by the relevant Grantor at an office
of the Collateral Account Bank in the name, and in the sole dominion and control of, the Collateral Agent for the benefit of the
Secured Parties.


 


“Collateral Representative”:
(i) if the ABL/Cash Flow Intercreditor Agreement is then in effect, the ABL Collateral Representative (as defined therein)
and the Cash Flow Collateral Representative (as defined therein), (ii) if any Junior Lien Intercreditor Agreement is then in effect,
the Senior Priority Representative (as defined therein) and (iii) if any Other Intercreditor Agreement is then in effect, the Person
acting as representative for the Collateral Agent and the Secured Parties thereunder for the applicable purpose contemplated by
this Agreement and the Credit Agreement.


 


“Commercial Tort
Action”: any action, other than an action primarily seeking declaratory or injunctive relief with respect to claims asserted
or expected to be asserted by Persons other than the Grantors, that is commenced by a Grantor in the courts of the United States
of America, any state or territory thereof or any political subdivision of any such state or territory, in which any Grantor seeks
damages arising out of torts committed against it that would reasonably be expected to result in a damage award to it exceeding
$15,000,000.


 


“Commodity Exchange
Act”: the Commodity Exchange Act, as in effect from time to time, or any successor statute.


 


“Concentration Account”:
as defined in the Senior ABL Agreement.


 


“Contracts”:
with respect to any Grantor, all contracts, agreements, instruments and indentures in any form and portions thereof, to which such
Grantor is a party or under which such Grantor or any property of such Grantor is subject, as the same may from time to time be
amended, restated, supplemented, waived or otherwise modified, and all rights of such Grantor thereunder, including (i)
all rights of such Grantor to receive moneys due and to become due to it thereunder or in connection therewith, (ii) all
rights of such Grantor to damages arising thereunder and (iii) all rights of such Grantor to perform and to exercise all
remedies thereunder.


 




    	 	6	 



     


    

  


“Copyright Licenses”:
with respect to any Grantor, all United States written license agreements of such Grantor providing for the grant by or to such
Grantor of any right under any United States copyright of such Grantor, other than agreements with any Person who is an Affiliate
or a Subsidiary of the Borrower or such Grantor, including any such license agreements that are material to the business of the
Borrower and its Restricted Subsidiaries, taken as a whole, and are listed on Schedule 5, subject, in each case, to the
terms of such license agreements, and the right to prepare for sale, sell and advertise for sale, all Inventory now or hereafter
covered by such licenses.


 


“Copyrights”:
with respect to any Grantor, all of such Grantor’s right, title and interest in and to all United States copyrights, whether
or not the underlying works of authorship have been published or registered, all United States copyright registrations and copyright
applications, including any copyright registrations and copyright applications listed on Schedule 5, and (i) all
renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable with respect thereto,
including payments under all licenses entered into in connection therewith, and damages and payments for past or future infringements
thereof and (iii) the right to sue or otherwise recover for past, present and future infringements and misappropriations
thereof.


 


“Core Concentration
Account”: as defined in the Senior ABL Agreement.


 


“Credit Agreement”:
as defined in the recitals hereto.


 


“Credit Facility”:
as defined in the ABL/Cash Flow Intercreditor Agreement.


 


“DDA”:
as defined in the Senior ABL Agreement.


 


“Discharge of ABL
Obligations”: as defined in the ABL/Cash Flow Intercreditor Agreement.


 


“Discharge of Additional
ABL Obligations”: as defined in the ABL/Cash Flow Intercreditor Agreement.


 


“Discharge of Additional
Cash Flow Obligations”: as defined in the ABL/Cash Flow Intercreditor Agreement.


 


“Excluded Assets”:
as defined in Subsection 3.3.


 


“Excluded Borrower
Obligation”: as defined in the definition of “Borrower Obligations”.


 


“first priority”:
as defined in the Credit Agreement.


 


“Foreign Intellectual
Property”: any right, title or interest in or to any copyrights, copyright licenses, patents, patent applications, patent
licenses, trade secrets, trade secret licenses, trademarks, service marks, trademark and service mark applications, trade names,
trade dress, trademark licenses, technology, know-how and processes or any other intellectual property governed by or arising or
existing under, pursuant to or by virtue of the laws of any jurisdiction other than the United States of America or any state thereof.


 




    	 	7	 



     


    

  


“General Fund Account”:
the general fund account of the relevant Grantor established at the same office of the Collateral Account Bank as the Collateral
Proceeds Account.


 


“Granting Parties”:
(x) Holdings (unless and until Holdings is released from all of its obligations hereunder pursuant to Subsection 9.16(h)),
(y) the Borrower and (z) the Subsidiary Guarantors.


 


“Grantor”:
(x) Holdings (unless and until Holdings is released from all of its obligations hereunder pursuant to Subsection 9.16(h)),
(y) the Borrower and (z) the Subsidiary Guarantors.


 


“Guarantor Obligations”:
with respect to any Guarantor, the collective reference to (i) the Borrower Obligations guaranteed by such Guarantor pursuant
to Section 2 and (ii) all obligations and liabilities of such Guarantor that may arise under or in connection with
this Agreement or any other Loan Document to which such Guarantor is a party, any Hedging Agreement entered into with any Hedging
Provider, any Bank Products Agreement entered into with any Bank Products Provider, any Guarantee Obligation of Holdings, the Borrower
or any of its Subsidiaries as to which any Secured Party is a beneficiary (including any Management Guarantee entered into with
any Management Credit Provider) or any other document made, delivered or given in connection therewith, in each case whether on
account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including all reasonable
fees and disbursements of counsel to the Administrative Agent or to any other Secured Party that are required to be paid by such
Guarantor pursuant to the terms of this Agreement or any other Loan Document and interest and fees accruing after (or that would
accrue but for) the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding,
relating to such Guarantor, whether or not a claim for post-filing or post-petition interest or fees is allowed in such proceeding).
With respect to any Guarantor, if and to the extent, under the Commodity Exchange Act or any rule, regulation or order of the CFTC
(or the application or official interpretation of any thereof), all or a portion of the guarantee of such Guarantor of, or the
grant by such Guarantor of a security interest for, the obligation (together with the Excluded Borrower Obligation, the “Excluded
Obligation”) to pay or perform under any agreement, contract or transaction that constitutes a “swap” within
the meaning of Section 1a(47) of the Commodity Exchange Act (or the analogous term or section in any amended or successor statute)
is or becomes illegal, the Guarantor Obligations of such Guarantor shall not include any such Excluded Obligation.


 


“Guarantors”:
the collective reference to each Granting Party, other than the Borrower.


 


“Hedging Agreement”:
any Interest Rate Agreement, Commodities Agreement, Currency Agreement or any other credit or equity swap, collar, cap, floor or
forward rate agreement, or other agreement or arrangement designed to protect against fluctuations in interest rates or currency,
commodity, credit or equity values or creditworthiness (including any option with respect to any of the foregoing and any combination
of the foregoing agreements or arrangements), and any confirmation executed in connection with any such agreement or arrangement.


 




    	 	8	 



     


    

  


“Hedging Provider”:
any Person that has entered into a Hedging Agreement with a Grantor with the obligations of such Grantor thereunder being secured
by one or more Loan Documents, as designated by the Borrower in accordance with Subsection 8.4 (provided that no
Person shall, with respect to any Hedging Agreement, be at any time a Hedging Provider with respect to more than one Credit Facility).


 


“Holdings”:
as defined in the preamble hereto.


 


“Instruments”:
as defined in Article 9 of the Code but excluding Pledged Securities.


 


“Intellectual Property”:
with respect to any Grantor, the collective reference to such Grantor’s Copyrights, Copyright Licenses, Patents, Patent Licenses,
Trade Secrets, Trade Secret Licenses, Trademarks and Trademark Licenses.


 


“Intercompany Note”:
with respect to any Grantor, any promissory note in a principal amount in excess of $15,000,000 evidencing loans made by such Grantor
to the Borrower or any of its Restricted Subsidiaries (other than to Special Purpose Subsidiaries to the extent the applicable
documentation for a Special Purpose Financing does not permit such Intercompany Note to be pledged under this Agreement).


 


“Intercreditor Agreements”:
(a) the ABL/Cash Flow Intercreditor Agreement, (b) any Junior Lien Intercreditor Agreement and (c) any Other
Intercreditor Agreement that may be entered into in the future by the Collateral Agent and one or more Additional Agents and acknowledged
by the Borrower and the other Granting Parties (each such Intercreditor Agreement as amended, restated, supplemented, waived or
otherwise modified from time to time (subject to Subsection 9.1)) (in each case, upon and during the effectiveness thereof).


 


“Inventory”:
with respect to any Grantor, all inventory (as defined in the Code) of such Grantor, including all Inventory (as defined in the
Credit Agreement) of such Grantor.


 


“Investment Property”:
the collective reference to (i) all “investment property” as such term is defined in Section 9-102(a)(49) of
the Code (as in effect on the date hereof) (other than (a) Capital Stock (including for these purposes any investment deemed
to be Capital Stock for United States tax purposes) of any Foreign Subsidiary in excess of 65% of any series of such Capital Stock
and (b) any Capital Stock excluded from the definition of “Pledged Stock”) and (ii) whether or not constituting
“investment property” as so defined, all Pledged Securities.


 


“Issuers”:
the collective reference to issuers of Pledged Stock, including (as of the Closing Date) the Persons identified on Schedule
2 as the issuers of Pledged Stock.


 


“Junior Lien Intercreditor Agreement”:
as defined in the recitals hereto.


 


“Lender”:
as defined in the preamble hereto.


 




    	 	9	 



     


    

  


“Management Credit
Provider”: any Person that is a beneficiary of a Management Guarantee, with the obligations of the applicable Grantor
thereunder being secured by one or more Loan Documents, as designated by the Borrower in accordance with Subsection 8.4
(provided that no Person shall, with respect to any Management Guarantee, be at any time a Management Credit Provider with
respect to more than one Credit Facility).


 


“Non-Lender Secured
Parties”: the collective reference to all Bank Products Providers, Hedging Providers, Management Credit Providers and
their respective successors, assigns and transferees, in their respective capacities as such.


 


“Obligations”:
(i) in the case of the Borrower, its Borrower Obligations and (ii) in the case of each Guarantor, its Guarantor
Obligations.


 


“Patent Licenses”:
with respect to any Grantor, all United States written license agreements of such Grantor providing for the grant by or to such
Grantor of any right under any United States patent, patent application, or patentable invention other than agreements with any
Person who is an Affiliate or a Subsidiary of the Borrower or such Grantor, including any such license agreements that are material
to the business of the Borrower and its Restricted Subsidiaries, taken as a whole, and are listed on Schedule 5, subject,
in each case, to the terms of such license agreements, and the right to prepare for sale, sell and advertise for sale, all Inventory
now or hereafter covered by such licenses.


 


“Patents”:
with respect to any Grantor, all of such Grantor’s right, title and interest in and to all United States patents, patent
applications and patentable inventions and all reissues and extensions thereof, including all patents and patent applications identified
in Schedule 5, and including (i) all inventions and improvements described and claimed therein, (ii) the right
to sue or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii)
all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including payments
under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof),
and (iv) all other rights corresponding thereto in the United States and all reissues, divisions, continuations, continuations-in-part,
substitutes, renewals, and extensions thereof, all improvements thereon, and all other rights of any kind whatsoever of such Grantor
accruing thereunder or pertaining thereto.


 


“Pledged Collateral”:
as to any Pledgor other than Holdings, the Pledged Securities, and as to Holdings, the Pledged Stock, in all cases, now owned or
at any time hereafter acquired by such Pledgor, and any Proceeds thereof.


 


“Pledged Notes”:
with respect to any Pledgor other than Holdings, all Intercompany Notes at any time issued to, or held or owned by, such Pledgor.


 


“Pledged Securities”:
the collective reference to the Pledged Notes and the Pledged Stock.


 




    	 	10	 



     


    

 


“Pledged Stock”:
with respect to any Pledgor other than Holdings, the shares of Capital Stock listed on Schedule 2 as held by such Pledgor,
together with any other shares of Capital Stock of any Subsidiary of such Pledgor required to be pledged by such Pledgor pursuant
to Subsection 7.9 of the Credit Agreement, as well as any other shares, stock certificates, options or rights of any nature whatsoever
in respect of any Capital Stock of any Issuer that may be issued or granted to, or held by, such Pledgor while this Agreement
is in effect and, with respect to Holdings, the shares of Capital Stock of the Borrower, as well as any other shares, stock certificates,
options or rights of any nature whatsoever in respect of the Capital Stock of the Borrower that may be issued or granted to, or
held by, Holdings while this Agreement is in effect, in each case, unless and until such time as the respective pledge of such
Capital Stock under this Agreement is released in accordance with the terms hereof and of the Credit Agreement; provided
that in no event shall there be pledged, nor shall any Pledgor be required to pledge, directly or indirectly, (i) more
than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock
for U.S. tax purposes) of any Foreign Subsidiary, (ii) any Capital Stock of a Subsidiary of any Foreign Subsidiary, (iii)
de minimis shares of a Foreign Subsidiary held by any Pledgor as a nominee or in a similar capacity, (iv)
any Capital Stock of any not-for-profit Subsidiary, (v) any Capital Stock of any Excluded Subsidiary (other than,
but without limiting clause (i) above, a Subsidiary described in clause (d) of the definition thereof) and (vi) without
duplication, any Excluded Assets.


 


“Pledgor”:
(x) Holdings (solely with respect to the Pledged Stock held by Holdings in the Borrower) (unless and until Holdings is released
from all of its obligations hereunder pursuant to Subsection 9.16(h)), (y) the Borrower (with respect to Pledged
Securities held by the Borrower and all other Pledged Collateral of the Borrower) and (z) each other Granting Party (with
respect to Pledged Securities held by such Granting Party and all other Pledged Collateral of such Granting Party).


 


“Predecessor Holding
Company”: as defined in Subsection 9.16(e).


 


“Proceeds”:
all “proceeds” as such term is defined in Section 9-102(a)(64) of the Code (as in effect on the date hereof) and, in
any event, Proceeds of Pledged Securities shall include all dividends or other income from the Pledged Securities, collections
thereon or distributions or payments with respect thereto.


 


“Restrictive Agreements”:
as defined in Subsection 3.3(a).


 


“Secured Parties”:
the collective reference to (i) the Administrative Agent, the Collateral Agent and each Other Representative, (ii) the
Lenders (including the Issuing Banks and the Swing Line Lender), (iii) the Non-Lender Secured Parties and (iv) the
respective successors and assigns and the permitted transferees and endorsees of each of the foregoing.


 


“Security Collateral”:
with respect to any Granting Party, collectively, the Collateral (if any) and the Pledged Collateral (if any) of such Granting
Party.


 


“Senior ABL Agreement”:
as defined in the recitals hereto and as further defined in the Credit Agreement.


 


“Specified Asset”:
as defined in Subsection 4.2.2.


 


“Successor Holding
Company”: as defined in Subsection 9.16(e).


 




    	 	11	 



     


    

  


“Trade Secret Licenses”:
with respect to any Grantor, all United States written license agreements of such Grantor providing for the grant by or to such
Grantor of any right under any United States trade secrets, including know-how, processes, formulae, compositions, designs, and
confidential business and technical information, and all rights of any kind whatsoever accruing thereunder or pertaining thereto,
other than agreements with any Person who is an Affiliate or a Subsidiary of the Borrower or such Grantor, subject, in each case,
to the terms of such license agreements, and the right to prepare for sale, sell and advertise for sale, all Inventory now or hereafter
covered by such licenses.


 


“Trade Secrets”:
with respect to any Grantor, all of such Grantor’s right, title and interest in and to all United States trade secrets, including
know-how, processes, formulae, compositions, designs, and confidential business and technical information, and all rights of any
kind whatsoever accruing thereunder or pertaining thereto, including (i) all income, royalties, damages and payments now
and hereafter due and/or payable with respect thereto, including payments under all licenses, non-disclosure agreements and memoranda
of understanding entered into in connection therewith, and damages and payments for past or future misappropriations thereof, and
(ii) the right to sue or otherwise recover for past, present or future misappropriations thereof.


 


“Trademark Licenses”:
with respect to any Grantor, all United States written license agreements of such Grantor providing for the grant by or to such
Grantor of any right under any United States trademarks, service marks, trade names, trade dress or other indicia of trade origin
or business identifiers, other than agreements with any Person who is an Affiliate or a Subsidiary of the Borrower or such Grantor,
including any such license agreements that are material to the business of the Borrower and its Restricted Subsidiaries, taken
as a whole, and are listed on Schedule 5, subject, in each case, to the terms of such license agreements, and the right
to prepare for sale, sell and advertise for sale, all Inventory now or hereafter covered by such licenses.


 


“Trademarks”:
with respect to any Grantor, all of such Grantor’s right, title and interest in and to all United States trademarks, service
marks, trade names, trade dress or other indicia of trade origin or business identifiers, trademark and service mark registrations,
and applications for trademark or service mark registrations (except for “intent to use” applications for trademark
or service mark registrations filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, unless and until an
Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of said Act has been filed and accepted, it being understood
and agreed that the carve out in this parenthetical shall be applicable only if and for so long as a grant or enforcement of a
security interest in such intent to use application would invalidate or otherwise jeopardize Grantor’s rights therein or
in the resulting registration), and any renewals thereof, including each registration and application identified in Schedule
5, and including (i) the right to sue or otherwise recover for any and all past, present and future infringements or
dilutions thereof, (ii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect
thereto (including payments under all licenses entered into in connection therewith, and damages and payments for past or future
infringements thereof), and (iii) all other rights corresponding thereto and all other rights of any kind whatsoever of
such Grantor accruing thereunder or pertaining thereto in the United States, together in each case with the goodwill of the business
connected with the use of, and symbolized by, each such trademark, service mark, trade name, trade dress or other indicia of trade
origin or business identifiers.


 




    	 	12	 



     


    

  


“Vehicles”:
all cars, trucks, trailers, construction and earth moving equipment and other vehicles covered by a certificate of title law of
any state and all tires and other appurtenances to any of the foregoing.


 


1.2          Other
Definitional Provisions. (a) The words “hereof”, “herein”, “hereto” and “hereunder”
and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision
of this Agreement, and Section, Schedule and Annex references are to this Agreement unless otherwise specified. The words “include”,
“includes”, and “including” shall be deemed to be followed by the phrase “without limitation”.


 


(b)          The
meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.


 


(c)          Where
the context requires, terms relating to the Collateral, Pledged Collateral or Security Collateral, or any part thereof, when used
in relation to a Granting Party shall refer to such Granting Party’s Collateral, Pledged Collateral or Security Collateral
or the relevant part thereof.


 


(d)          All
references in this Agreement to any of the property described in the definition of the term “Collateral” or “Pledged
Collateral”, or to any Proceeds thereof, shall be deemed to be references thereto only to the extent the same constitute
Collateral or Pledged Collateral, respectively.


 


Section
2


 


Guarantee


 


2.1          Guarantee.
(a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent,
for the benefit of the Secured Parties, the prompt and complete payment and performance by the Borrower when due and payable (whether
at the stated maturity, by acceleration or otherwise) of the Borrower Obligations owed to the Secured Parties.


 


(b)          Anything
herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under
the other Loan Documents shall in no event exceed the amount that can be guaranteed by such Guarantor under applicable law, including
applicable federal and state laws relating to the insolvency of debtors; provided that, to the maximum extent permitted
under applicable law, it is the intent of the parties hereto that the rights of contribution of each Guarantor provided in Subsection 2.2
be included as an asset of the respective Guarantor in determining the maximum liability of such Guarantor hereunder.


 




    	 	13	 



     


    

  


(c)          Each
Guarantor agrees that the Borrower Obligations guaranteed by it hereunder may at any time and from time to time exceed the amount
of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the
rights and remedies of the Administrative Agent or any other Secured Party hereunder.


 


(d)          The
guarantee contained in this Section 2 shall remain in full force and effect until the earliest to occur of (i) the
first date on which all of the Loans, any Reimbursement Obligations and all other Borrower Obligations then due and owing, and
the obligations of each Guarantor under the guarantee contained in this Section 2 then due and owing shall have been satisfied
by payment in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized,
or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing Bank) and the Commitments shall be terminated,
notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any Borrower Obligations,
(ii) as to any Guarantor (other than Holdings), a sale or other disposition of all the Capital Stock of such Guarantor (other
than to the Borrower or a Subsidiary Guarantor), or any other transaction or occurrence as a result of which such Guarantor ceases
to be a Restricted Subsidiary of the Borrower, in each case that is permitted under the Credit Agreement, (iii) as to any
Guarantor (other than Holdings), such Guarantor being or becoming an Excluded Subsidiary and (iv) as to Holdings, Holdings
being released from its obligations hereunder pursuant to Subsection 9.16(h).


 


(e)          No
payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative
Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of
any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in
payment of any of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any
Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of
the Borrower Obligations or any payment received or collected from such Guarantor in respect of any of the Borrower Obligations),
remain liable for the Borrower Obligations guaranteed by it hereunder up to the maximum liability of such Guarantor hereunder until
the earliest to occur of (i) the first date on which all the Loans, any Reimbursement Obligations, and all other Borrower
Obligations then due and owing are paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit
that have been cash collateralized or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing Bank)
and the Commitments are terminated, (ii) as to any Guarantor (other than Holdings), a sale or other disposition of all the
Capital Stock of such Guarantor (other than to the Borrower or a Subsidiary Guarantor), or any other transaction or occurrence
as a result of which such Guarantor ceases to be a Restricted Subsidiary of the Borrower, in each case that is permitted under
the Credit Agreement, (iii) as to any Guarantor (other than Holdings), such Guarantor being or becoming an Excluded Subsidiary
and (iv) as to Holdings, Holdings being released from its obligations hereunder pursuant to Subsection 9.16(h).


 




    	 	14	 



     


    

  


(f)           Notwithstanding
anything herein or in any other Loan Document to the contrary, including Subsection 2.6 hereof, (i) the obligations
of Holdings under this Agreement, including in respect of its Guarantor Obligations, are expressly limited recourse obligations
of Holdings, and such obligations shall be payable solely from, limited to, and shall in no event exceed, Holdings’ Pledged
Collateral and (ii) upon the collection, sale or disposition of, or other realization upon, all of Holdings’ Pledged
Collateral, by or on behalf of the Collateral Agent or any Secured Party, whether pursuant to Section 6 of this Agreement
or otherwise, the obligations of Holdings under this Agreement, including in respect of its Guarantor Obligations, shall be irrevocably
and indefeasibly terminated and shall not be subject to reinstatement under any circumstance.


 


2.2          Right
of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate
share (based, to the maximum extent permitted by law, on the respective Adjusted Net Worth of each Guarantor on the date the respective
payment is made) of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against
any other Guarantor hereunder that has not paid its proportionate share of such payment. Each Guarantor’s right of contribution
shall be subject to the terms and conditions of Subsection 2.3. The provisions of this Subsection 2.2 shall in no
respect limit the obligations and liabilities of any Guarantor to the Administrative Agent and the other Secured Parties, and each
Guarantor shall remain liable to the Administrative Agent and the other Secured Parties for the full amount guaranteed by such
Guarantor hereunder.


 


2.3          No
Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor
by the Administrative Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of
the Administrative Agent or any other Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee
or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Borrower Obligations, nor
shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect
of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the other Secured Parties
by the Borrower on account of the Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding (or shall
not have been cash collateralized, or otherwise provided for in a manner reasonably satisfactory to each applicable Issuing Bank)
and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time
when all of the Borrower Obligations shall not have been paid in full in cash or any Letter of Credit shall remain outstanding
(and shall not have been cash collateralized or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing
Bank) or any of the Commitments shall remain in effect, such amount shall be held by such Guarantor in trust for the Administrative
Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor,
be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the
Administrative Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured)
guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower Obligations, whether matured
or unmatured, in such order as the Administrative Agent may determine.


 




    	 	15	 



     


    

  


2.4          Amendments,
etc. with Respect to the Obligations. To the maximum extent permitted by law, each Guarantor shall remain obligated hereunder
notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor,
any demand for payment of any of the Borrower Obligations made by the Collateral Agent, the Administrative Agent or any other Secured
Party may be rescinded by the Collateral Agent, the Administrative Agent or such other Secured Party and any of the Borrower Obligations
continued, and the Borrower Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security
or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended,
amended, modified, accelerated, compromised, subordinated, waived, surrendered or released by the Collateral Agent, the Administrative
Agent or any other Secured Party, and the Credit Agreement and the other Loan Documents and any other documents executed and delivered
in connection therewith may be amended, waived, modified, supplemented or terminated, in whole or in part, as the Collateral Agent
or the Administrative Agent (or the Required Lenders or the applicable Lender(s), as the case may be) may deem advisable from time
to time, and any collateral security, guarantee or right of offset at any time held by the Collateral Agent, the Administrative
Agent or any other Secured Party for the payment of any of the Borrower Obligations may be sold, exchanged, waived, surrendered
or released. None of the Collateral Agent, the Administrative Agent and each other Secured Party shall have any obligation to protect,
secure, perfect or insure any Lien at any time held by it as security for any of the Borrower Obligations or for the guarantee
contained in this Section 2 or any property subject thereto, except to the extent required by applicable law.


 




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2.5          Guarantee
Absolute and Unconditional. Each Guarantor waives, to the maximum extent permitted by applicable law, any and all notice of
the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Collateral
Agent, the Administrative Agent or any other Secured Party upon the guarantee contained in this Section 2 or acceptance
of the guarantee contained in this Section 2; each of the Borrower Obligations, and any obligation contained therein, shall
conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon
the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the
one hand, and the Collateral Agent, the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be
conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor
waives, to the maximum extent permitted by applicable law, diligence, presentment, protest, demand for payment and notice of default
or nonpayment to or upon the Borrower or any of the other Guarantors with respect to the Borrower Obligations. Each Guarantor understands
and agrees, to the extent permitted by law, that the guarantee contained in this Section 2 shall be construed as a continuing,
absolute and unconditional guarantee of payment and not of collection. Each Guarantor hereby waives, to the maximum extent permitted
by applicable law, any and all defenses (other than any claim alleging breach of a contractual provision of any of the Loan Documents)
that it may have arising out of or in connection with any and all of the following: (a) the validity or enforceability of
the Credit Agreement or any other Loan Document, the Borrower Obligations or any other collateral security therefor or guarantee
or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent
or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that
may at any time be available to or be asserted by the Borrower against the Collateral Agent, the Administrative Agent or any other
Secured Party, (c) any change in the time, place, manner or place of payment, amendment, or waiver or increase in any of
the Obligations, (d) any exchange, non-perfection, taking, or release of Security Collateral, (e) any change in the
structure or existence of the Borrower, (f) any application of Security Collateral to any of the Obligations, (g)
any law, regulation or order of any jurisdiction, or any other event, affecting any term of any Obligation or the rights of the
Collateral Agent, the Administrative Agent or any other Secured Party with respect thereto, including: (i) the application
of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of any currency (other
than Dollars) for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal
exchange market in such jurisdiction in accordance with normal commercial practice, (ii) a declaration of banking moratorium
or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority
thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness
in such jurisdiction, (iii) any expropriation, confiscation, nationalization or requisition by such country or any
Governmental Authority that directly or indirectly deprives the Borrower of any assets or their use, or of the ability to operate
its business or a material part thereof, or (iv) any war (whether or not declared), insurrection, revolution, hostile act,
civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (i),
(ii) or (iii) above (in each of the cases contemplated in clauses (i) through (iv) above, to the extent occurring or existing on
or at any time after the date of this Agreement), or (h) any other circumstance whatsoever (other than payment in full in
cash of the Borrower Obligations guaranteed by it hereunder) (with or without notice to or knowledge of the Borrower or such Guarantor)
or any existence of or reliance on any representation by the Secured Parties that constitutes, or might be construed to constitute,
an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained
in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights
and remedies hereunder against any Guarantor, the Collateral Agent, the Administrative Agent and any other Secured Party may, but
shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the
Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations
guaranteed by such Guarantor hereunder or any right of offset with respect thereto, and any failure by the Collateral Agent, the
Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect
any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee
or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral
security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not
impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent, the
Administrative Agent or any other Secured Party against any Guarantor. For the purposes hereof “demand” shall include
the commencement and continuance of any legal proceedings.


 


2.6          Reinstatement.
The guarantee of any Guarantor contained in this Section 2 shall continue to be effective, or be reinstated if previously
released in accordance with Subsection 9.16(a), as the case may be, if at any time payment, or any part thereof, of any
of the Borrower Obligations guaranteed by such Guarantor hereunder is rescinded or must otherwise be restored or returned by the
Collateral Agent, the Administrative Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation
or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator
of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all
as though such payments had not been made.


 




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2.7          Payments.
Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim,
in Dollars (or in the case of any amount required to be paid in any other currency pursuant to the requirements of the Credit Agreement
or other agreement relating to the respective Obligations, such other currency), at the Administrative Agent’s office specified
in Subsection 11.2 of the Credit Agreement or such other address as may be designated in writing by the Administrative Agent to
such Guarantor from time to time in accordance with Subsection 11.2 of the Credit Agreement.


 


Section
3


 


Grant of Security Interest


 


3.1          Grant.
Each Grantor (other than Holdings) hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest
in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether
at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection 3.3.
The term “Collateral”, as to any Grantor (other than Holdings), means the following property (wherever located)
now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire
any right, title or interest, except as provided in Subsection 3.3:


 


(a)          all
Accounts;


 


(b)          all
Money (including all cash);


 


(c)          all
Cash Equivalents;


 


(d)          all
Chattel Paper;


 


(e)          all
Contracts;


 


(f)           all
Deposit Accounts;


 


(g)          all
Documents;


 


(h)          all
Equipment;


 


(i)           all
General Intangibles;


 


(j)           all
Instruments;


 


(k)          all
Intellectual Property;


 


(l)           all
Inventory;


 


(m)         all
Investment Property;


 


(n)          all
Letter-of-Credit Rights;


 




    	 	18	 



     


    

  


(o)          all
Fixtures;


 


(p)          all
Supporting Obligations;


 


(q)          all
Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions
subject to a further writing provided in accordance with Subsection 5.2.12);


 


(r)          all
books and records relating to the foregoing;


 


(s)          the
Collateral Proceeds Account; and


 


(t)          to
the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees
given by any Person with respect to any of the foregoing;


 


provided
that, Collateral shall not include any Pledged Collateral, or any property or assets described in the proviso to the definition
of Pledged Stock.


 


3.2          Pledged
Collateral. Each Granting Party that is a Pledgor, hereby grants to the Collateral Agent, for the benefit of the Secured Parties,
a security interest in all of the Pledged Collateral of such Pledgor now owned or at any time hereafter acquired by such Pledgor,
including any Proceeds thereof, as collateral security for the prompt and complete payment and performance when due (whether at
the stated maturity, by acceleration or otherwise) of the Obligations of such Pledgor, except as provided in Subsection 3.3.


 


3.3          Certain
Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other Security Document in
any right, title or interest of any Granting Party under or in, and “Collateral” and “Pledged Collateral”
shall not include the following (collectively, the “Excluded Assets”):


 


(a)          any
Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret
Licenses or other contracts or agreements with or issued by Persons other than Holdings, the Borrower, a Subsidiary of the Borrower,
or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included
in the Security Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral)
for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default
or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the Code and any other applicable
law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive
Agreements);


 




    	 	19	 



     


    

  


(b)          any
Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall
not be deemed to constitute a part of the Security Collateral) if such Equipment or other property (x) (A) is subject
to a Lien described in Subsection 8.14(d) or 8.14(e) (with respect to a Lien described in Subsection 8.14(d)) of the Senior ABL
Agreement (or any corresponding provision of any Additional ABL Credit Facility; provided that such provision in any Additional
ABL Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Senior ABL Agreement
(as determined by the Borrower in good faith, which determination shall be conclusive)) or (B) is subject to a Lien described
in clause (h) (with respect to Purchase Money Obligations or Financing Lease Obligations) or (o) (with respect to such Liens described
in such clause (h)) of the definition of “Permitted Liens” in the Credit Agreement (or any corresponding provision
of any Additional Credit Facility; provided that such provision in any Additional Credit Facility is not materially less
favorable to the Lenders than the corresponding provision in the Credit Agreement (as determined by the Borrower in good faith,
which determination shall be conclusive) (but in each case only for so long as such Liens are in place)) or (y) (A)
is subject to any Lien described in Subsection 8.14(q) of the Senior ABL Agreement (or any corresponding provision of any Additional
ABL Credit Facility; provided that such provision in any Additional ABL Credit Facility is not materially less favorable
to the Lenders than the corresponding provision in the Senior ABL Agreement (as determined by the Borrower in good faith, which
determination shall be conclusive)) or (B) is subject to any Lien in respect of Hedging Obligations (as defined in the Credit
Agreement) permitted by Subsection 8.6 of the Credit Agreement as a “Permitted Lien” pursuant to clause (h) of the
definition thereof in the Credit Agreement (or any corresponding provision of any Additional Credit Facility; provided that
such provision in any Additional Credit Facility is not materially less favorable to the Lenders than the corresponding provision
in the Credit Agreement (as determined by the Borrower in good faith, which determination shall be conclusive) (but in each case
only for so long as such Liens are in place)), and, in the case of such other property, such other property consists solely of
(i) cash, Cash Equivalents or Temporary Cash Investments, together with proceeds, dividends and distributions in respect
thereof, (ii) any assets relating to such assets, proceeds, dividends or distributions, or to such Hedging Obligations,
and/or (iii) any other assets consisting of, relating to or arising under or in connection with (1) any Hedging Obligations
or (2) any other agreements, instruments or documents related to any Hedging Obligations or to any of the assets referred
to in any of subclauses (i) through (iii) of this subclause (b)(y);


 




    	 	20	 



     


    

  


(c)          any
property (and/or related rights and/or assets) that (A) would otherwise be included in the Security Collateral (and such
property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Security Collateral) if such property
has been sold or otherwise transferred in connection with a Sale and Leaseback Transaction permitted under Subsection 8.5 of the
Senior ABL Agreement (or any corresponding provision of any Additional ABL Credit Facility; provided that such provision
in any Additional ABL Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Senior
ABL Agreement (as determined by the Borrower in good faith, which determination shall be conclusive)) or clause (x) or (xix) of
the definition of “Asset Disposition” in the Credit Agreement (or any corresponding provision of any Additional Credit
Facility; provided that such provision in any Additional Credit Facility is not materially less favorable to the Lenders
than the corresponding provision in the Credit Agreement (as determined by the Borrower in good faith, which determination shall
be conclusive)), or (B) is subject to any Liens permitted under Subsection 8.14 of the Senior ABL Agreement (or any corresponding
provision of any Additional ABL Credit Facility; provided that such provision in any Additional ABL Credit Facility is not
materially less favorable to the Lenders than the corresponding provision in the Senior ABL Agreement (as determined by the Borrower
in good faith, which determination shall be conclusive)) or Subsection 8.6 of the Credit Agreement (or any corresponding provision
of any Additional Credit Facility; provided that such provision in any Additional Credit Facility is not materially less
favorable to the Lenders than the corresponding provision in the Credit Agreement in any material respect (as determined by the
Borrower in good faith, which determination shall be conclusive)) that, in each case, relate to property subject to any such Sale
and Leaseback Transaction or general intangibles related thereto (but only for so long as such Liens are in place); provided
that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other
consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent
such consideration would otherwise constitute Security Collateral;


 


(d)          Capital
Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described
in the proviso to the definition of Pledged Stock;


 


(e)          any
Money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Borrower
or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Borrower or any
of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual
Obligations;


 


(f)           (x) the
Pisces Acquisition Agreement and any rights therein or arising thereunder (except any proceeds of the Pisces Acquisition Agreement)
and (y) the Atlas Acquisition Agreement and any rights therein or arising thereunder (except any proceeds of the Atlas
Acquisition Agreement);


 


(g)          any
interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien
waivers, estoppels or collateral access letters);


 


(h)          any
fee interest in owned real property (including Fixtures related thereto) if (A) the fair market value (as determined
by the Borrower in good faith, which determination shall be conclusive) of such fee interest at the time of the acquisition of
such fee interest is less than $15,000,000 individually, or (B) such real property is located in an area identified
as a special flood hazard area by the Federal Emergency Management Agency or other applicable agency;


 


(i)           any
Vehicles and any assets subject to certificate of title;


 


(j)           Letter-of-Credit
Rights (other than Letter-of-Credit Rights (i) to the extent such Letter-of-Credit Rights are supporting obligations in respect
of Collateral and (ii) in which a security interest is automatically perfected by filings under the Uniform Commercial Code of
any applicable jurisdiction; provided that, notwithstanding any other provision of this Agreement or any other Loan Document,
neither the Borrower nor any other Grantor will be required to confer perfection by control over any such Letter-of-Credit Rights)
and Commercial Tort Claims, in each case, individually with a value of less than $15,000,000;


 




    	 	21	 



     


    

  


(k)          assets
to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Topco
or any of its Subsidiaries as reasonably determined in writing by the Borrower, the Administrative Agent and, to the extent such
assets would otherwise constitute Cash Flow Priority Collateral, the Collateral Agent, which determination shall be conclusive,
that are excessive in view of the benefits that would be obtained by the Secured Parties;


 


(l)           those
assets over which the granting of security interests in such assets would be prohibited by contract permitted under the Credit
Agreement, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including
permitted liens, leases and licenses), including contracts over which the granting of security interests therein would result in
termination thereof (in each case, after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code
of any applicable jurisdiction, other than proceeds and receivables thereof to the extent that their assignment is expressly deemed
effective under the Uniform Commercial Code of any applicable jurisdiction notwithstanding such prohibitions for so long as such
prohibitions are in effect), or to the extent that such security interests would result in adverse tax consequences to Topco or
one of its Subsidiaries (or, at the election of the Borrower in connection with an initial public offering or other restructuring
of the Borrower, any Parent Entity, the Borrower or any of its Subsidiaries) (as determined by the Borrower in good faith, which
determination shall be conclusive) (it being understood that the Lenders shall not require the Borrower or any of its Subsidiaries
to enter into any security agreements or pledge agreements governed by foreign law);


 


(m)         any
assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts or other bank or securities
accounts), (i) to the extent the security interest in such asset is not perfected by filings under the Uniform Commercial
Code of any applicable jurisdiction, (ii) other than in the case of Pledged Stock or Pledged Notes, to the extent not perfected
by being held by the Collateral Agent or an Additional Agent as agent for the Collateral Agent, (iii) other than DDAs, Concentration
Accounts, the Core Concentration Account and Blocked Accounts (in each case only to the extent required pursuant to Subsection
4.16 of the Senior ABL Agreement (or any corresponding provision of any Additional ABL Credit Facility)), and (iv) other
than the Collateral Proceeds Account (to the extent required pursuant to this Agreement), and any Collateral Proceeds Account under
and as defined in the ABL Collateral Agreement (to the extent required pursuant to the ABL Collateral Agreement);


 


(n)          Foreign
Intellectual Property;


 


(o)          any
aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part
thereof;


 




    	 	22	 



     


    

  


(p)          prior
to the Discharge of ABL Obligations, any property that would otherwise constitute ABL Priority Collateral but is an Excluded Asset
(as such term is defined in the ABL Collateral Agreement);


 


(q)          any
Capital Stock and other securities of (i) a Subsidiary of the Borrower to the extent that the pledge of or grant of any
other Lien on such Capital Stock and other securities for the benefit of any holders of securities results in the Borrower or any
of its Restricted Subsidiaries being required to file separate financial statements for such Subsidiary with the Securities and
Exchange Commission (or any other governmental authority) pursuant to either Rule 3-10 or 3-16 of Regulation S-X under the Securities
Act, or any other law, rule or regulation as in effect from time to time, but only to the extent necessary to not be subject to
such requirement and/or (ii) any Subsidiary of the Borrower that is (x) an Unrestricted Subsidiary or (y)
an Excluded Subsidiary, other than a Foreign Subsidiary (which pledge of Capital Stock (including for these purposes any investment
deemed to be Capital Stock for United States tax purposes) of a Foreign Subsidiary shall be limited to 65% of each series of its
Capital Stock);


 


(r)          any
assets or property of Holdings, other than the Pledged Stock of the Borrower; and


 


(s)          any
Goods in which a security interest is not perfected by filing a financing statement in the applicable Grantor’s jurisdiction
of organization.


 


For the avoidance of doubt, if any Grantor receives any payment
or other amount under the Atlas Acquisition Agreement or the Pisces Acquisition Agreement, such payment or other amount shall constitute
Collateral when and if actually received by such Grantor, to the extent set forth in Subsection 3.1.


 




    	 	23	 



     


    

  


3.4          Intercreditor
Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant
to Subsections 3.1 and 3.2 shall (a) with respect to all Security Collateral constituting ABL Priority Collateral
(x) prior to the Discharge of ABL Obligations, be subject and subordinate to the Liens granted to the ABL Agent for the
benefit of the ABL Secured Parties to secure the ABL Obligations pursuant to the ABL Collateral Agreement and (y) prior
to the Discharge of Additional ABL Obligations, be subject and subordinate to the Liens granted to any Additional ABL Agent for
the benefit of the holders of the Additional ABL Obligations to secure the Additional ABL Obligations pursuant to any Additional
ABL Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior
to the Discharge of Additional Cash Flow Obligations, be pari passu and equal in priority to the Liens granted to any Additional
Cash Flow Agent for the benefit of the holders of the applicable Additional Cash Flow Obligations to secure such Additional Cash
Flow Obligations pursuant to the applicable Additional Cash Flow Collateral Documents (except, in the case of this clause (b),
as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional
Cash Flow Agent, on behalf of itself and the Additional Cash Flow Secured Parties represented thereby). Each of the Collateral
Agent and the Administrative Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent,
the ABL Agent and any Additional Agent shall be determined solely pursuant to the applicable Intercreditor Agreements, and not
by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted
to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are
subject to the provisions of the applicable Intercreditor Agreements. In the event of any conflict between the terms of any Intercreditor
Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (i) the Collateral
Agent, the ABL Agent and any Additional Agent, in the case of the ABL/Cash Flow Intercreditor Agreement, (ii) the Collateral
Agent and Additional Cash Flow Agent, in the case of any Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent
and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event
of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in
breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x)
prior to the Discharge of ABL Obligations and the Discharge of Additional ABL Obligations, any obligation hereunder to deliver
to the Collateral Agent any Security Collateral constituting ABL Priority Collateral shall be satisfied by causing such ABL Priority
Collateral to be delivered to the ABL Agent or the applicable ABL Collateral Representative (as defined in the ABL/Cash Flow Intercreditor
Agreement) to be held in accordance with the ABL/Cash Flow Intercreditor Agreement and (y) prior to the Discharge of Additional
Cash Flow Obligations, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by
causing such Security Collateral to be delivered to the applicable Collateral Representative or any Additional Cash Flow Agent
to be held in accordance with the applicable Intercreditor Agreement.


 


Section
4


 


Representations and Warranties


 


4.1          Representations
and Warranties of Each Guarantor. To induce the Administrative Agent, the Collateral Agent and the Lenders to enter into the
Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Guarantor
hereby represents and warrants to the Collateral Agent and each other Secured Party (to the extent such representations and warranties
are required to be true and correct for any applicable Extension of Credit pursuant to Section 6 of the Credit Agreement) that
the representations and warranties set forth in Section 5 of the Credit Agreement as they relate to such Guarantor or to the Loan
Documents to which such Guarantor is a party, each of which representations and warranties is hereby incorporated herein by reference,
are true and correct in all material respects, and the Collateral Agent and each other Secured Party shall be entitled to rely
on each of such representations and warranties as if fully set forth herein; provided that each reference in each such representation
and warranty to the Borrower’s knowledge shall, for the purposes of this Subsection 4.1, be deemed to be a reference
to such Guarantor’s knowledge.


 


4.2          Representations
and Warranties of Each Grantor. To induce the Administrative Agent, the Collateral Agent and the Lenders to make their respective
extensions of credit to the Borrower under the Credit Agreement following the Closing Date, each Grantor hereby represents and
warrants to the Collateral Agent and each other Secured Party (solely to the extent such representations and warranties are required
to be true and correct for such Extension of Credit pursuant to Subsection 6.2 of the Credit Agreement) that, in each case after
giving effect to the Transactions:


 




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4.2.1       Title;
No Other Liens. Except for the security interests granted to the Collateral Agent for the benefit of the Secured Parties pursuant
to this Agreement and the other Liens permitted to exist on such Grantor’s Collateral by the Credit Agreement (including
Subsection 8.6 thereof), such Grantor owns each item of such Grantor’s Collateral free and clear of any and all Liens securing
Indebtedness. As of the Closing Date, except as set forth on Schedule 3, to the knowledge of such Grantor (x) in
the case of the Cash Flow Priority Collateral, no currently effective financing statement or other similar public notice with respect
to any Lien securing Indebtedness on all or any part of such Grantor’s Cash Flow Priority Collateral is on file or of record
in any public office in the United States of America, any state, territory or dependency thereof or the District of Columbia and
(y) in the case of the ABL Priority Collateral, no currently effective financing statement or other similar public notice
with respect to any Lien securing Indebtedness on all or any part of such Grantor’s ABL Priority Collateral is on file or
of record in any public office in the United States of America, any state, territory or dependency thereof or the District of Columbia,
except, in each case, such as have been filed in favor of the Collateral Agent for the benefit of the Secured Parties pursuant
to this Agreement or as are permitted by the Credit Agreement (including Subsection 8.6 thereof) or any other Loan Document or
for which termination statements will be delivered on the Closing Date.


 


4.2.2       Perfected
First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such Grantor,
valid and enforceable Liens on such Grantor’s Security Collateral in favor of the Collateral Agent for the benefit of the
Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general
equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.


 


(b)          Except
with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government
as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents upon
the earlier of such Filing or the delivery to and continuing possession by the Collateral Agent, the ABL Agent, the applicable
Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of
all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and
maintenance of “control” (as described in the Code) by the Collateral Agent, the ABL Agent, the Administrative Agent,
the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes
of perfection), in accordance with any applicable Intercreditor Agreement of all Deposit Accounts, all Blocked Accounts, the Collateral
Proceeds Account, all Electronic Chattel Paper and all Letter-of-Credit Rights a security interest in which is perfected by “control”
(in the case of Deposit Accounts and Blocked Accounts, to the extent required under Subsection 4.16 of the Senior ABL Agreement
(or any corresponding provision of any Additional ABL Credit Facility)) and in the case of Commercial Tort Actions (other than
such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required
by Subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided
herein) perfected security interests in such Grantor’s Collateral in favor of the Collateral Agent for the benefit of the
Secured Parties, and will be prior to all other Liens of all other Persons securing Indebtedness, in each case other than Liens
permitted by the Credit Agreement (including Permitted Liens) (and subject to any applicable Intercreditor Agreement), and enforceable
as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment
or other transfer of title to the Collateral Agent, the Administrative Agent, the ABL Agent, the applicable Collateral Representative
or any Additional Agent (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents
in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability,
and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As
used in this Subsection 4.2.2(b), the following terms shall have the following meanings:


 




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“Filings”:
the filing or recording of (i) the Financing Statements as set forth in Schedule 3, (ii) this Agreement or
a notice thereof with respect to Intellectual Property as set forth in Schedule 3, and (iii) any filings after the
Closing Date in any other jurisdiction as may be necessary under any Requirement of Law.


 


“Financing Statements”:
the financing statements attached hereto on Schedule 4A for filing in the jurisdictions listed in Schedule 4B.


 


“Ordinary Course
Transferees”: (i) with respect to goods only, buyers in the ordinary course of business and lessees in the ordinary
course of business to the extent provided in Section 9-320(a) and 9-321 of the Uniform Commercial Code as in effect from time to
time in the relevant jurisdiction, (ii) with respect to general intangibles only, licensees in the ordinary course of business
to the extent provided in Section 9-321 of the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction
and (iii) any other Person who is entitled to take free of the Lien pursuant to the Uniform Commercial Code as in effect
from time to time in the relevant jurisdiction.


 


“Specified
Assets”: the following property and assets of such Grantor:


 


(1)          Patents,
Patent Licenses, Trademarks and Trademark Licenses to the extent that (a) Liens thereon cannot be perfected by the filing
of financing statements under the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction or by the
filing and acceptance of intellectual property security agreements in the United States Patent and Trademark Office or (b) such
Patents, Patent Licenses, Trademarks and Trademark Licenses are not, individually or in the aggregate, material to the business
of the Borrower and its Subsidiaries taken as a whole;


 




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(2)          Copyrights
and Copyright Licenses with respect thereto and Accounts or receivables arising therefrom to the extent that (a) Liens thereon
cannot be perfected by filing and acceptance of intellectual property security agreements in the United States Copyright Office
or (b) the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction is not applicable to the
creation or perfection of Liens thereon;


 


(3)          Collateral
for which the perfection of Liens thereon requires filings in or other actions under the laws of jurisdictions outside of the United
States of America, any State, territory or dependency thereof or the District of Columbia;


 


(4)          goods
included in Collateral received by any Person from any Grantor for “sale or return” within the meaning of Section 2-326(1)(b)
of the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction, to the extent of claims of creditors
of such Person;


 


(5)          Fixtures,
Vehicles, any other assets subject to certificates of title, and Money and Cash Equivalents (other than Cash Equivalents constituting
Investment Property to the extent a security interest therein is perfected by the filing of a financing statement under the Uniform
Commercial Code as in effect from time to time in the relevant jurisdiction);


 


(6)          Proceeds
of Accounts or Inventory which do not themselves constitute Collateral or which do not constitute identifiable Cash Proceeds or
which have not yet been transferred to or deposited in the Collateral Proceeds Account (if any);


 


(7)          Contracts,
Accounts or receivables subject to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.);


 


(8)          uncertificated
securities, to the extent Liens thereon cannot be perfected by the filing of a financing statement under the Uniform Commercial
Code as in effect from time to time in the relevant jurisdiction; and


 


(9)          securities
held with an intermediary (as such phrase is defined in the Convention on the Law Applicable to Certain Rights in Respect of Securities
held with an Intermediary as in effect in the United States) to the extent that the Uniform Commercial Code as in effect from time
to time in the relevant jurisdiction is not applicable to the perfection of Liens thereon.


 


4.2.3       Jurisdiction
of Organization. On the date hereof, such Grantor’s jurisdiction of organization is specified on Schedule 4B.


 


4.2.4       [Reserved].


 


4.2.5       Accounts
Receivable. The amounts represented by such Grantor (other than Holdings) to the Administrative Agent or the other Secured
Parties from time to time as owing by each account debtor or by all account debtors in respect of such Grantor’s (other than
Holdings) Accounts Receivable constituting Security Collateral will at such time be the correct amount, in all material respects,
actually owing by such account debtor or debtors thereunder, except to the extent that appropriate reserves therefor have been
established on the books of such Grantor (other than Holdings) in accordance with GAAP. Unless otherwise indicated in writing to
the Administrative Agent, each Account Receivable of such Grantor (other than Holdings) arises out of a bona fide sale and delivery
of goods or rendition of services by such Grantor (other than Holdings). Such Grantor (other than Holdings) has not given any account
debtor any deduction in respect of the amount due under any such Account, except in the ordinary course of business or as such
Grantor (other than Holdings) may otherwise advise the Administrative Agent in writing.


 




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4.2.6       Patents,
Copyrights and Trademarks. Schedule 5 lists all Trademarks, Copyrights and Patents, in each case, material to the business
of the Borrower and its Restricted Subsidiaries, taken as a whole, and registered in the United States Patent and Trademark Office
or the United States Copyright Office, as applicable, and owned by such Grantor (other than Holdings) in its own name as of the
date hereof, and all Trademark Licenses, all Copyright Licenses and all Patent Licenses, in each case, material to the business
of the Borrower and its Restricted Subsidiaries, taken as a whole (including Trademark Licenses for registered Trademarks, Copyright
Licenses for registered Copyrights and Patent Licenses for registered Patents, in each case, material to the business of the Borrower
and its Restricted Subsidiaries, taken as a whole, but excluding licenses to commercially available “off-the-shelf”
software), owned by such Grantor (other than Holdings) in its own name as of the date hereof, in each case, that is solely United
States Intellectual Property.


 


4.3          Representations
and Warranties of Each Pledgor. To induce the Administrative Agent, the Collateral Agent and the Lenders to make their respective
extensions of credit to the Borrower under the Credit Agreement following the Closing Date, each Pledgor hereby represents and
warrants to the Collateral Agent and each other Secured Party (solely to the extent such representations and warranties are required
to be true and correct for such Extension of Credit pursuant to Subsection 6.2 of the Credit Agreement) that:


 


4.3.1       Except
as provided in Subsection 3.3, the shares of Pledged Stock pledged by such Pledgor hereunder constitute (i) in the
case of shares of a Domestic Subsidiary, all the issued and outstanding shares of all classes of the Capital Stock of such Domestic
Subsidiary owned by such Pledgor and (ii) in the case of any Pledged Stock constituting Capital Stock of any Foreign Subsidiary,
as of the Closing Date such percentage (not more than 65%) as is specified on Schedule 2 of all the issued and outstanding
shares of all classes of the Capital Stock of each such Foreign Subsidiary owned by such Pledgor.


 


4.3.2       [Reserved].


 


4.3.3       Such
Pledgor is the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free of any
and all Liens securing Indebtedness owing to any other Person, except the security interest created by this Agreement and Liens
permitted by the Credit Agreement (including Permitted Liens).


 




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4.3.4       Upon
the delivery to the Collateral Agent, the ABL Agent, the applicable Collateral Representative or any Additional Agent, as applicable,
in accordance with any applicable Intercreditor Agreement, of the certificates evidencing the Pledged Securities held by such Pledgor
together with executed undated stock powers or other instruments of transfer, the security interest created by this Agreement in
such Pledged Securities constituting certificated securities, assuming the continuing possession of such Pledged Securities by
the Collateral Agent, the ABL Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance
with any applicable Intercreditor Agreement, will constitute a valid, perfected first priority (subject, in terms of priority only,
to the priority of the Liens of the ABL Agent, the applicable Collateral Representative and any Additional Agent) security interest
in such Pledged Securities to the extent provided in and governed by the Code, enforceable in accordance with its terms against
all creditors of such Pledgor and any Persons purporting to purchase such Pledged Securities from such Pledgor to the extent provided
in and governed by the Code, in each case subject to Liens permitted by the Credit Agreement (including Permitted Liens) (and any
applicable Intercreditor Agreement), and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’
rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant
of good faith and fair dealing.


 


4.3.5       Upon
the earlier of (x) (to the extent a security interest in uncertificated securities may be perfected by the filing of a financing
statement) the filing of the Financing Statements or of financing statements delivered pursuant to Subsection 7.9 of the Credit
Agreement in the relevant jurisdiction and (y) (to the extent a security interest in uncertificated securities may be perfected
by the obtaining and maintenance of “control” (as described in the Code)) the obtaining and maintenance of “control”
(as described in the Code) by the Collateral Agent, the ABL Agent, the applicable Collateral Representative or any Additional Agent
(or their respective agents appointed for purposes of perfection), as applicable, in accordance with any applicable Intercreditor
Agreement, of all Pledged Securities that constitute uncertificated securities, the security interest created by this Agreement
in such Pledged Securities that constitute uncertificated securities, will constitute a valid, perfected first priority (subject,
in terms of priority only, to the priority of the Liens of the ABL Agent, the applicable Collateral Representative and any Additional
Agent set forth in the ABL/Cash Flow Intercreditor Agreement or any Other Intercreditor Agreement) security interest in such Pledged
Securities constituting uncertificated securities to the extent provided in and governed by the Code, enforceable in accordance
with its terms against all creditors of such Pledgor and any persons purporting to purchase such Pledged Securities from such Pledgor,
to the extent provided in and governed by the Code, in each case subject to Liens permitted by the Credit Agreement (including
Permitted Liens) (and any applicable Intercreditor Agreement), and except as to enforcement, as may be limited by applicable domestic
or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting
creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.


 


4.3.6       Letter-of-Credit
Rights. Schedule 7 lists all Letter-of-Credit Rights not constituting Excluded Assets owned by any Grantor (other than
Holdings) on the date hereof.


 




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Section
5


 


Covenants


 


5.1          Covenants
of Each Guarantor. Each Guarantor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and
after the date of this Agreement until the earliest to occur of (i) the date upon which the Loans, any Reimbursement Obligations,
and all other Obligations then due and owing, shall have been paid in full in cash, no Letter of Credit shall be outstanding (except
for Letters of Credit that have been cash collateralized, or otherwise provided for in a manner reasonably satisfactory to the
applicable Issuing Bank) and the Commitments shall have terminated, (ii) as to any such Guarantor (other than Holdings),
a sale or other disposition of all the Capital Stock of such Guarantor (other than to the Borrower or a Subsidiary Guarantor),
or any other transaction or occurrence as a result of which such Guarantor ceases to be a Restricted Subsidiary of the Borrower,
in each case that is permitted under the Credit Agreement, (iii) as to any such Guarantor (other than Holdings), such Guarantor
being or becoming an Excluded Subsidiary or (iv) as to Holdings, Holdings being released from its obligations hereunder
pursuant to Subsection 9.16(h), such Guarantor shall take, or shall refrain from taking, as the case may be, each action
that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure
to take such action or to refrain from taking such action by such Guarantor or any of its Restricted Subsidiaries.


 


5.2          Covenants
of Each Grantor. Each Grantor (other than Holdings) covenants and agrees with the Collateral Agent and the other Secured Parties
that, from and after the date of this Agreement until the earliest to occur of (i) the date upon which the Loans, any Reimbursement
Obligations and all other Obligations then due and owing shall have been paid in full in cash, no Letter of Credit shall be outstanding
(except for Letters of Credit that have been cash collateralized, or otherwise provided for in a manner reasonably satisfactory
to the applicable Issuing Bank) and the Commitments shall have terminated, (ii) as to any such Grantor, a sale or other
disposition of all the Capital Stock of such Grantor (other than to the Borrower or a Subsidiary Guarantor), or any other transaction
or occurrence as a result of which such Grantor ceases to be a Restricted Subsidiary of the Borrower, in each case that is permitted
under the Credit Agreement or (iii) as to any such Grantor, such Grantor being or becoming an Excluded Subsidiary:


 


5.2.1       Delivery
of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral
shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence)
be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold
all such Collateral in trust for the Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default
shall have occurred and be continuing, upon the request of the Collateral Agent, the ABL Agent, the applicable Collateral Representative
or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, such Instrument or Chattel Paper
shall be promptly delivered to the Collateral Agent, the ABL Agent, the applicable Collateral Representative or any Additional
Agent, as applicable, in accordance with the applicable Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory
to the Collateral Agent, the ABL Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance
with the applicable Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit
any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such
Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor Agreements.


 




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5.2.2       [Reserved].


 


5.2.3       Payment
of Obligations. Such Grantor will pay and discharge or otherwise satisfy at or before maturity or before they become delinquent,
as the case may be, all material taxes, assessments and governmental charges or levies imposed upon such Grantor’s Collateral
or in respect of income or profits therefrom, as well as all material claims of any kind (including material claims for labor,
materials and supplies) against or with respect to such Grantor’s Collateral, except that no such tax, assessment, charge,
levy or claim need be paid, discharged or satisfied if the amount or validity thereof is currently being contested in good faith
by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of such Grantor
and except to the extent that the failure to do so, in the aggregate, would not reasonably be expected to have a Material Adverse
Effect.


 


5.2.4       Maintenance
of Perfected Security Interest; Further Documentation. (a) Such Grantor shall use commercially reasonable efforts to maintain
the security interest created by this Agreement in such Grantor’s Collateral as a perfected security interest as and to the
extent described in Subsection 4.2.2 and to defend the security interest created by this Agreement in such Grantor’s
Collateral against the claims and demands of all Persons whomsoever (subject to the other provisions hereof).


 


(b)          Such
Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing such
Grantor’s Cash Flow Priority Collateral (and, after the Discharge of ABL Obligations and the Discharge of Additional ABL
Obligations, such Grantor’s ABL Priority Collateral) and such other reports in connection with such Grantor’s Cash
Flow Priority Collateral (and, after the Discharge of ABL Obligations and the Discharge of Additional ABL Obligations, such Grantor’s
ABL Priority Collateral) as the Collateral Agent may reasonably request in writing, all in reasonable detail.


 


(c)          At
any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such
Grantor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the
Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the
rights and powers herein granted by such Grantor, including the filing of any financing or continuation statements under the Uniform
Commercial Code (or other similar laws) as in effect from time to time in any United States jurisdiction with respect to the security
interests created hereby; provided that, notwithstanding any other provision of this Agreement or any other Loan Document,
neither the Borrower nor any other Grantor will be required to (v) take any action in any jurisdiction other than the
United States of America, or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge
agreement governed by the laws of any such non-U.S. jurisdiction, in order to create any security interests (or other Liens) in
assets located or titled outside of the United States of America or to perfect any security interests (or other Liens) in any Collateral,
(w) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts,
bank or securities account or other Collateral, except (A) so long as the Senior ABL Agreement (or any Additional ABL Credit
Facility) is in effect, as required by Subsection 4.16 of the Senior ABL Agreement (or any corresponding provision of any Additional
ABL Credit Facility) and (B) in the case of Security Collateral that constitutes Capital Stock or Pledged Notes in certificated
form, delivering such Capital Stock or Pledged Notes to the Collateral Agent (or another Person as required under any applicable
Intercreditor Agreement), (x) take any action in order to perfect any security interests in any assets specifically requiring
perfection through control (including cash, cash equivalents, deposit accounts or securities accounts) (except, in each case (A)
so long as the Senior ABL Agreement (or any Additional ABL Credit Facility) is in effect, as required by Subsection 4.16 of the
Senior ABL Agreement (or any corresponding provision of any Additional ABL Credit Facility) and (B) to the extent consisting
of proceeds perfected automatically or by the filing of a financing statement under the Uniform Commercial Code of any applicable
jurisdiction or, in the case of Pledged Stock or Pledged Notes, by being held by the Collateral Agent or any Additional Agent as
agent for the Collateral Agent), (y) deliver landlord lien waivers, estoppels or collateral access letters or (z)
file any fixture filing with respect to any security interest in Fixtures affixed to or attached to any real property constituting
Excluded Assets.


 




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(d)          The
Collateral Agent may grant extensions of time for the creation and perfection of security interests in, or obtaining a delivery
of documents or other deliverables with respect to, particular assets of any Grantor where it determines that such action cannot
be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished
by this Agreement or any other Security Documents.


 


5.2.5       Changes
in Name, Jurisdiction of Organization, etc. Such Grantor will give prompt written notice to the Collateral Agent of any change
in its name, legal form or jurisdiction of organization (whether by merger or otherwise) (and in any event within 30 days of such
change); provided that, promptly thereafter such Grantor shall deliver to the Collateral Agent all additional financing
statements and other documents reasonably necessary to maintain the validity, perfection and priority of the security interests
created hereunder and other documents reasonably requested by the Collateral Agent to maintain the validity, perfection and priority
of the security interests as and to the extent provided for herein and upon receipt of such additional financing statements the
Collateral Agent shall either promptly file such additional financing statements or approve the filing of such additional financing
statements by such Grantor. Upon any such approval such Grantor shall proceed with the filing of the additional financing statements
and deliver copies (or other evidence of filing) of the additional filed financing statements to the Collateral Agent.


 


5.2.6       [Reserved].


 


5.2.7       Pledged
Stock. In the case of each Grantor that is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this
Agreement relating to the Pledged Stock issued by it and will comply with such terms insofar as such terms are applicable to it,
(ii) it will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection
5.3.1 with respect to the Pledged Stock issued by it and (iii) the terms of Subsections 6.3(c) and 6.7
shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c)
or 6.7 with respect to the Pledged Stock issued by it.


 




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5.2.8       Accounts
Receivable. (a) With respect to Accounts Receivable constituting Collateral, any time after the Discharge of ABL Obligations
and the Discharge of Additional ABL Obligations, such Grantor will not, other than in the ordinary course of business or as permitted
by the Loan Documents, (i) grant any extension of the time of payment of any of such Grantor’s Accounts Receivable,
(ii) compromise or settle any such Accounts Receivable for less than the full amount thereof, (iii) release, wholly
or partially, any Person liable for the payment of any such Accounts Receivable, (iv) allow any credit or discount whatsoever
on any such Accounts Receivable, (v) amend, supplement or modify any such Accounts Receivable, unless such extensions, compromises,
settlements, releases, credits, discounts, amendments, supplements or modifications would not reasonably be expected to materially
adversely affect the value of the Accounts Receivable constituting Collateral taken as a whole or (vi) evidence any Accounts
Receivable by an Instrument as Chattel Paper.


 


(b)          After
the Discharge of ABL Obligations and the Discharge of Additional ABL Obligations, such Grantor will deliver to the Collateral Agent
a copy of each material demand, notice or document received by it from any obligor under the Accounts Receivable constituting Collateral
that disputes the validity or enforceability of more than 5% of the aggregate amount of the then outstanding Accounts Receivable
constituting Collateral.


 


5.2.9       Maintenance
of Records. Such Grantor will keep and maintain at its own cost and expense reasonably satisfactory and complete records in
all material respects of its Collateral, including a record of all payments received and all credits granted with respect to such
Collateral; provided that with respect to the ABL Priority Collateral, the satisfactory maintenance of such records shall
be determined in good faith by such Grantor or the Borrower.


 


5.2.10     Acquisition
of Intellectual Property. Concurrently with the delivery of the annual Compliance Certificate pursuant to Subsection 7.2(a)
of the Credit Agreement, the Borrower will notify the Collateral Agent of any acquisition by the Grantors of (i) any registration
of any United States Copyright, Patent or Trademark, in each case, material to the business of the Borrower and its Restricted
Subsidiaries, taken as a whole, or (ii) any exclusive rights under a United States Copyright License, Patent License or
Trademark License, in each case, material to the business of the Borrower and its Restricted Subsidiaries, taken as a whole, constituting
Collateral, and each applicable Grantor shall take such actions as may be reasonably requested by the Collateral Agent (but only
to the extent such actions are within such Grantor’s control) to perfect the security interest granted to the Collateral
Agent and the other Secured Parties therein, to the extent provided herein in respect of any United States Copyright, Patent or
Trademark constituting Collateral, by (x) the execution and delivery of an amendment or supplement to this Agreement (or
amendments to any such agreement previously executed or delivered by such Grantor) and/or (y) the making of appropriate
filings (I) of financing statements under the Uniform Commercial Code as in effect from time to time in any applicable jurisdiction
and/or (II) in the United States Patent and Trademark Office, or with respect to registered Copyrights and Copyright Licenses
for registered Copyrights, the United States Copyright Office.


 




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5.2.11     [Reserved].


 


5.2.12     Commercial
Tort Actions. All Commercial Tort Actions of each Grantor in existence on the date of this Agreement, known to such Grantor
on the date hereof, are described in Schedule 6 hereto. Concurrently with the delivery of the annual Compliance Certificate
pursuant to Subsection 7.2(a) of the Credit Agreement, the Borrower will notify the Collateral Agent of any acquisition by the
Grantors of any Commercial Tort Action and describe the details thereof, and each applicable Grantor shall take such actions as
may be reasonably requested by the Collateral Agent to grant to the Collateral Agent a security interest in any such Commercial
Tort Action and in the proceeds thereof, all upon and subject to the terms of this Agreement.


 


5.2.13     [Reserved].


 


5.2.14     Protection
of Trademarks. Such Grantor shall, with respect to any Trademarks that are material to the business of the Borrower and its
Restricted Subsidiaries, taken as a whole, use commercially reasonable efforts not to cease the use of any of such Trademarks or
fail to maintain the level of the quality of products sold and services rendered under any of such Trademarks at a level at least
substantially consistent with the quality of such products and services as of the date hereof, and shall use commercially reasonable
efforts to take all steps reasonably necessary to ensure that licensees of such Trademarks use such consistent standards of quality,
in each case, except as would not reasonably be expected to have a Material Adverse Effect.


 


5.2.15     Protection
of Intellectual Property. Subject to and except as permitted by the Credit Agreement, such Grantor shall use commercially reasonable
efforts not to do any act or omit to do any act whereby any of the Intellectual Property that is material to the business of the
Borrower and its Restricted Subsidiaries, taken as a whole, may lapse, expire, or become abandoned, or unenforceable, in each case,
except as would not reasonably be expected to have a Material Adverse Effect.


 


5.2.16     Assignment
of Letter-of-Credit Rights. In the case of any Letter-of-Credit Rights of any Grantor not constituting Excluded Assets acquired
following the Closing Date and constituting Cash Flow Priority Collateral, such Grantor shall use its commercially reasonable efforts
to promptly obtain the consent of the issuer thereof and any nominated person thereon to the assignment of the proceeds of the
related letter of credit in accordance with Section 5-114(c) of the Code.


 


5.3          Covenants
of Each Pledgor. Each Pledgor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after
the date of this Agreement until the earlier to occur of (i) the Loans, any Reimbursement Obligations and all other Obligations
then due and owing shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit
that have been cash collateralized, or otherwise provided for in a manner reasonably satisfactory to each applicable Issuing Bank)
and the Commitments shall have terminated, (ii) as to any Pledgor (other than Holdings), a sale or other disposition
of all the Capital Stock of such Pledgor (other than to the Borrower or a Subsidiary Guarantor), or any other transaction or occurrence
as a result of which such Pledgor ceases to be a Restricted Subsidiary of the Borrower, in each case that is permitted under the
Credit Agreement, (iii) as to any Pledgor (other than Holdings), such Pledgor being or becoming an Excluded Subsidiary or
(iv) as to Holdings, Holdings being released from its obligations hereunder pursuant to Subsection 9.16(h):


 




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5.3.1       Additional
Shares. If such Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive
any stock certificate (including any stock certificate representing a stock dividend or a distribution in connection with any reclassification,
increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights
in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for,
any shares of the Pledged Stock, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Collateral
Agent and the other Secured Parties, hold the same in trust for the Collateral Agent and the other Secured Parties and deliver
the same forthwith to the Collateral Agent (who will hold the same on behalf of the Secured Parties) or the ABL Agent, any applicable
Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, in
the exact form received, duly indorsed by such Pledgor to the Collateral Agent, the ABL Agent, any applicable Collateral Representative
or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, if required, together with an
undated stock power covering such certificate duly executed in blank by such Grantor, to be held by the Collateral Agent, the ABL
Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor
Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to Subsection 3.3
and provided that in no event shall there be pledged, nor shall any Pledgor be required to pledge, more than 65% of any
series of outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax
purposes) of any Foreign Subsidiary pursuant to this Agreement). If an Event of Default shall have occurred and be continuing,
any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation
or dissolution of any Subsidiary of the Borrower in accordance with the Credit Agreement) shall be paid over to the Collateral
Agent, the ABL Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable
Intercreditor Agreement to be held by the Collateral Agent, the ABL Agent, any applicable Collateral Representative or any Additional
Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral
security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any
property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of
the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject
to a perfected security interest in favor of the Collateral Agent, be delivered to the Collateral Agent, the ABL Agent, the applicable
Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to
be held by the Collateral Agent, the ABL Agent, the applicable Collateral Representative or any Additional Agent, as applicable,
in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the
Obligations, in each case except as otherwise provided by any applicable Intercreditor Agreement. If any sums of money or property
so paid or distributed in respect of the Pledged Stock shall be received by such Pledgor, such Pledgor shall, until such money
or property is paid or delivered to the Collateral Agent, the ABL Agent, the applicable Collateral Representative or any Additional
Agent, as applicable, in accordance with any applicable Intercreditor Agreement hold such money or property in trust for the Secured
Parties, segregated from other funds of such Pledgor, as additional collateral security for the Obligations.


 




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5.3.2       [Reserved].


 


5.3.3       Pledged
Notes. (a) Each Pledgor party hereto as of the date of this Agreement shall deliver to the Collateral Agent all Pledged Notes
then held by such Granting Party, endorsed in blank or, at the request of the Collateral Agent, endorsed to the Collateral Agent,
within the time periods set forth on Schedule 7.13 to the Credit Agreement, plus any extensions granted by the Collateral Agent
in its sole discretion.


 


(b)          Each
Pledgor which becomes a party hereto after the Closing Date pursuant to Subsection 9.15 shall deliver to the Collateral
Agent, the ABL Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with each
applicable Intercreditor Agreement, all Pledged Notes then held by such Pledgor, endorsed in blank or, at the request of the Collateral
Agent, endorsed to the Collateral Agent, the ABL Agent, the applicable Collateral Representative or any Additional Agent, as applicable,
in accordance with each applicable Intercreditor Agreement. Furthermore, within 10 Business Days (or such longer period as may
be agreed by the Collateral Agent in its sole discretion) after any Pledgor obtains a Pledged Note, such Pledgor shall cause such
Pledged Note to be delivered to the Collateral Agent, the ABL Agent, the applicable Collateral Representative or any Additional
Agent, as applicable, in accordance with any applicable Intercreditor Agreement, endorsed in blank or, at the request of the Collateral
Agent, the ABL Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable
Intercreditor Agreement, endorsed to the Collateral Agent, the ABL Agent, any applicable Collateral Representative or any Additional
Agent, as applicable, in accordance with any applicable Intercreditor Agreement.


 


5.3.4       Maintenance
of Security Interest. (a) Such Pledgor shall use commercially reasonable efforts to defend the security interest created by
this Agreement in such Pledgor’s Pledged Collateral against the claims and demands of all Persons whomsoever. At any time
and from time to time, upon the written request of the Collateral Agent and at the sole expense of such Pledgor, such Pledgor will
promptly and duly execute and deliver such further instruments and documents and take such further actions as the Collateral Agent
may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers
herein granted by such Pledgor; provided that notwithstanding any other provision of this Agreement or any other Loan Documents,
neither the Borrower nor any other Pledgor will be required to (v) take any action in any jurisdiction other than the United
States of America, or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement
governed by the laws of any such non-U.S. jurisdiction, in order to create any security interests (or other Liens) in assets located
or titled outside of the United States of America or to perfect any security interests (or other Liens) in any Collateral, (w)
deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities
account or other Collateral, except (A) so long as the Senior ABL Agreement (or any Additional ABL Credit Facility) is in
effect, as required by Subsection 4.16 of the Senior ABL Agreement (or any corresponding provision of any Additional ABL Credit
Facility) and (B) in the case of Security Collateral that constitutes Capital Stock or Pledged Notes in certificated form,
delivering such Capital Stock or Pledged Notes to the Collateral Agent (or another Person as required under any Intercreditor Agreement),
(x) take any action in order to perfect any security interests in any assets specifically requiring perfection through control
(including cash, cash equivalents, deposit accounts or securities accounts) (except (A) so long as the Senior ABL Agreement
(or any Additional ABL Credit Facility) is in effect, as required by Subsection 4.16 of the Senior ABL Agreement (or any corresponding
provision of any Additional ABL Credit Facility) and (B) in each case, to the extent consisting of proceeds perfected automatically
or by the filing of a financing statement under the Code or, in the case of Pledged Stock or Pledged Notes, by being held by the
Collateral Agent or an Additional Agent as agent for the Collateral Agent), (y) deliver landlord lien waivers, estoppels
or collateral access letters or (z) file any fixture filing with respect to any security interest in Fixtures affixed to
or attached to any real property constituting Excluded Assets.


 




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(b)          The
Collateral Agent may grant extensions of time for the creation and perfection of security interests in, or obtaining or delivery
of documents or other deliverables with respect to, particular assets of any Pledgor where it determines that such action cannot
be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished
by this Agreement or any other Security Documents.


 


Section
6


 


Remedial Provisions


 


6.1          Certain
Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event
of Default, if the Discharge of ABL Obligations and the Discharge of Additional ABL Obligations has occurred (and subject to each
applicable Intercreditor Agreement), the Collateral Agent shall have the right to make test verifications of the Accounts Receivable
constituting Collateral in any reasonable manner and through any reasonable medium that it reasonably considers advisable, and
the relevant Grantor shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection
with such test verifications. At any time and from time to time after the occurrence and during the continuance of an Event of
Default, if the Discharge of ABL Obligations and the Discharge of Additional ABL Obligations has occurred (and subject to each
applicable Intercreditor Agreement), upon the Collateral Agent’s reasonable request and at the expense of the relevant Grantor,
such Grantor shall cause independent public accountants or others reasonably satisfactory to the Collateral Agent to furnish to
the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable
constituting Collateral.


 


(b)          [Reserved].


 




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(c)          At
any time and from time to time after the occurrence and during the continuance of an Event of Default specified in Subsection 9.1(a)
of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Additional ABL Obligations has occurred, subject
to each applicable Intercreditor Agreement, at the Collateral Agent’s request, each Grantor (other than Holdings) shall deliver
to the Collateral Agent copies or, if required by the Collateral Agent for the enforcement thereof or foreclosure thereon, originals
of all documents held by such Grantor evidencing, and relating to, the agreements and transactions which gave rise to such Grantor’s
Accounts Receivable constituting Collateral, including all statements relating to such Grantor’s Accounts Receivable constituting
Collateral and all orders, invoices and shipping receipts related thereto.


 


(d)          So
long as no Event of Default has occurred and is continuing, subject to each applicable Intercreditor Agreement, the Collateral
Agent shall instruct the Collateral Account Bank to promptly remit any funds on deposit in each Grantor’s (other than Holdings)
Collateral Proceeds Account to such Grantor’s General Fund Account or any other account designated by such Grantor. In the
event that an Event of Default has occurred and is continuing, if the Discharge of ABL Obligations and the Discharge of Additional
ABL Obligations has occurred (and subject to each applicable Intercreditor Agreement), the Collateral Agent at its option may require
that each Collateral Proceeds Account and the General Fund Account of each Grantor (other than Holdings) be established at the
Collateral Agent or at another institution reasonably acceptable to the Collateral Agent. Each Grantor shall have the right, at
any time and from time to time, to withdraw such of its own funds from its own General Fund Account, and to maintain such balances
in its General Fund Account, as it shall deem to be necessary or desirable.


 


6.2          Communications
with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, may at any time and
from time to time after the occurrence and during the continuance of an Event of Default specified in Subsection 9.1(a) of
the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Additional ABL Obligations has occurred (and subject
to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and
parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s
satisfaction the existence, amount and terms of any Accounts Receivable or Contracts.


 


(b)          Upon
the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified
in Subsection 9.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Additional ABL Obligations
has occurred (and subject to each applicable Intercreditor Agreement), each Grantor (other than Holdings) shall notify obligors
on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting
Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, for the benefit of the
Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent.


 




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(c)          Anything
herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable
to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with
the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other Secured Party
shall have any obligation or liability under any Accounts Receivable (or any agreement giving rise thereto) by reason of or arising
out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall
the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under
or pursuant to any Accounts Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the
nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to
present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have
been assigned to it or to which it may be entitled at any time or times.


 


6.3          Pledged
Stock. (a) Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given notice
to the relevant Pledgor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Subsection 6.3(b),
each Pledgor shall be permitted to receive all cash dividends and distributions paid in respect of the Pledged Stock and all payments
made in respect of the Pledged Notes, and to exercise all voting and corporate rights with respect to the Pledged Stock.


 


(b)          Subject
to each applicable Intercreditor Agreement, if an Event of Default shall occur and be continuing and the Collateral Agent shall
give written notice of its intent to exercise such rights to the relevant Pledgor or Pledgors (i) the Collateral Agent shall
have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Stock and make
application thereof to the Obligations of the relevant Pledgor as provided in the Credit Agreement consistent with Subsection
6.5, and (ii) any or all of the Pledged Stock shall be registered in the name of the Collateral Agent or its nominee,
and the Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to
such Pledged Stock at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights
of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Pledged Stock as if it were
the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Stock upon the merger,
consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the
exercise by the relevant Pledgor or the Collateral Agent, of any right, privilege or option pertaining to such Pledged Stock, and
in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer
agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may reasonably determine), all
without liability to the maximum extent permitted by applicable law (other than for its gross negligence or willful misconduct)
except to account for property actually received by it, but the Collateral Agent shall have no duty, to any Pledgor to exercise
any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing, provided
that the Collateral Agent shall not exercise any voting or other consensual rights pertaining to the Pledged Stock in any way that
would constitute an exercise of the remedies described in Subsection 6.6 other than in accordance with Subsection 6.6.


 




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(c)          Each
Pledgor hereby authorizes and instructs each Issuer or maker of any Pledged Securities pledged by such Pledgor hereunder to, subject
to each applicable Intercreditor Agreement, (i) comply with any instruction received by it from the Collateral Agent in
writing with respect to Capital Stock in such Issuer that (x) states that an Event of Default has occurred and is continuing
and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such
Pledgor, and each Pledgor agrees that each Issuer or maker shall be fully protected in so complying, and (ii) unless otherwise
expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Collateral
Agent.


 


6.4          Proceeds
to Be Turned Over to the Collateral Agent. In addition to the rights of the Collateral Agent specified in Subsection 6.1
with respect to payments of Accounts Receivable constituting Collateral, subject to each applicable Intercreditor Agreement, if
an Event of Default shall occur and be continuing, and the Collateral Agent shall have instructed any Grantor to do so, all Proceeds
of Security Collateral received by such Grantor consisting of cash, checks and other Cash Equivalent items shall be held by such
Grantor in trust for the Collateral Agent and the other Secured Parties hereto, the ABL Agent and the other ABL Secured Parties,
any Additional Agent and the other applicable Additional Secured Parties (as defined in the applicable Intercreditor Agreement),
and the applicable Collateral Representative, in each case to the extent applicable, in accordance with the terms of each applicable
Intercreditor Agreement, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned
over to the Collateral Agent, the ABL Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or
their respective agents appointed for purposes of perfection), in accordance with the terms of the applicable Intercreditor Agreement,
in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, the ABL Agent, the applicable
Collateral Representative or any Additional Agent, as applicable, in accordance with the terms of the applicable Intercreditor
Agreement, if required). All Proceeds of Security Collateral received by the Collateral Agent hereunder shall be held by the Collateral
Agent in the relevant Collateral Proceeds Account maintained under its sole dominion and control, subject to each applicable Intercreditor
Agreement. All Proceeds of Security Collateral while held by the Collateral Agent in such Collateral Proceeds Account (or by the
relevant Grantor in trust for the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security
for all the Obligations of such Grantor and shall not constitute payment thereof until applied as provided in Subsection 6.5
and each applicable Intercreditor Agreement.


 


6.5          Application
of Proceeds. It is agreed that if an Event of Default shall occur and be continuing, any and all Proceeds of the relevant Granting
Party’s Security Collateral received by the Collateral Agent (whether from the relevant Granting Party or otherwise) shall
be held by the Collateral Agent for the benefit of the Secured Parties as collateral security for the Obligations of the relevant
Granting Party (whether matured or unmatured), and/or then or at any time thereafter may, in the sole discretion of the Collateral
Agent, subject to each applicable Intercreditor Agreement, be applied by the Collateral Agent against the Obligations of the relevant
Granting Party then due and owing in the order of priority set forth in Subsection 10.14 of the Credit Agreement.


 




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6.6          Code
and Other Remedies. Subject to each applicable Intercreditor Agreement, if an Event of Default shall occur and be continuing,
the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them
in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted
by applicable law, all rights and remedies of a secured party under the Code and under any other applicable law and in equity.
Without limiting the generality of the foregoing, to the extent permitted by applicable law and subject to each applicable Intercreditor
Agreement, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of
any kind (except any notice required by law referred to below) to or upon any Granting Party or any other Person (all and each
of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, forthwith collect, receive,
appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved
rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral
or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any
exchange, broker’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions
as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption
of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor Agreement, the Collateral Agent
or any other Secured Party shall have the right, upon any such sale or sales, to purchase the whole or any part of the Security
Collateral so sold, free of any right or equity of redemption in such Granting Party, which right or equity is hereby waived and
released. Each Granting Party further agrees, at the Collateral Agent’s request (subject to each applicable Intercreditor
Agreement), to assemble the Security Collateral and make it available to the Collateral Agent at places which the Collateral Agent
shall reasonably select, whether at such Granting Party’s premises or elsewhere. The Collateral Agent shall apply the net
proceeds of any action taken by it pursuant to this Subsection 6.6, after deducting all reasonable costs and expenses
of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in
any way relating to the Security Collateral or the rights of the Collateral Agent and the other Secured Parties hereunder, including
reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Granting
Party then due and owing, in the order of priority specified in Subsection 6.5, and only after such application and after
the payment by the Collateral Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the
Code, need the Collateral Agent account for the surplus, if any, to such Granting Party. To the extent permitted by applicable
law, (i) such Granting Party waives all claims, damages and demands it may acquire against the Collateral Agent or any other
Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages
and demands that may arise from the gross negligence or willful misconduct of any of the Collateral Agent or such other Secured
Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such
notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.


 




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6.7          Registration
Rights. (a) Subject to each applicable Intercreditor Agreement, if the Collateral Agent shall determine to exercise its right
to sell any or all of the Pledged Stock pursuant to Subsection 6.6, and if in the reasonable opinion of the Collateral Agent
it is necessary or reasonably advisable to have the Pledged Stock, or that portion thereof to be sold, registered under the provisions
of the Securities Act, the relevant Pledgor will use its reasonable best efforts to cause the Issuer thereof to (i) execute
and deliver, and use its reasonable best efforts to cause the directors and officers of such Issuer to execute and deliver, all
such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Collateral
Agent, necessary or advisable to register such Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities
Act, (ii) use its reasonable best efforts to cause the registration statement relating thereto to become effective and to
remain effective for a period of not more than one year from the date of the first public offering of such Pledged Stock, or that
portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the reasonable
opinion of the Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and
the rules and regulations of the Securities and Exchange Commission applicable thereto. Such Pledgor agrees to use its reasonable
best efforts to cause such Issuer to comply with the provisions of the securities or “Blue Sky” laws of any and all
states and the District of Columbia that the Collateral Agent shall reasonably designate and to make available to its security
holders, as soon as practicable, an earnings statement (which need not be audited) that will satisfy the provisions of Section
11(a) of the Securities Act.


 


(b)          Such
Pledgor recognizes that the Collateral Agent may be unable to effect a public sale of any or all such Pledged Stock, by reason
of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled
to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other
things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof.
Such Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such
sale were a public sale and, notwithstanding such circumstances, to the extent permitted by applicable law, agrees that any such
private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall not be under any
obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register
such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would
agree to do so.


 


(c)          Such
Pledgor agrees to use its reasonable best efforts to do or cause to be done all such other acts as may be necessary to make such
sale or sales of all or any portion of such Pledged Stock pursuant to this Subsection 6.7 valid and binding and in compliance
with any and all other applicable Requirements of Law. Such Pledgor further agrees that a breach of any of the covenants contained
in this Subsection 6.7 will cause irreparable injury to the Collateral Agent and the Lenders, that the Collateral Agent
and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained
in this Subsection 6.7 shall be specifically enforceable against such Pledgor, and to the extent permitted by applicable
law, such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants
(except for a defense that no Event of Default has occurred or is continuing under the Credit Agreement).


 


6.8          Waiver;
Deficiency. Each Granting Party shall remain liable for any deficiency if the proceeds of any sale or other disposition of
the Security Collateral are insufficient to pay in full, the Loans, Reimbursement Obligations constituting Obligations of such
Granting Party and, to the extent then due and owing, all other Obligations of such Granting Party and the reasonable fees and
disbursements of any attorneys employed by the Collateral Agent or any other Secured Party to collect such deficiency.


 




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Section
7


 


The Collateral Agent


 


7.1          Collateral
Agent’s Appointment as Attorney-in-Fact, etc. (a) Each Granting Party hereby irrevocably constitutes and appoints the
Collateral Agent and any authorized officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact
with full irrevocable power and authority in the place and stead of such Granting Party and in the name of such Granting Party
or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to
execute any and all documents and instruments that may be reasonably necessary or desirable to accomplish the purposes of this
Agreement to the extent permitted by applicable law, provided that the Collateral Agent agrees not to exercise such power except
upon the occurrence and during the continuance of any Event of Default, and in accordance with and subject to each applicable Intercreditor
Agreement. Without limiting the generality of the foregoing, at any time when an Event of Default has occurred and is continuing
(in each case to the extent permitted by applicable law and subject to each applicable Intercreditor Agreement), (x) each Pledgor
hereby gives the Collateral Agent the power and right, on behalf of such Pledgor, without notice or assent by such Pledgor, to
execute, in connection with any sale provided for in Subsection 6.6 or 6.7, any endorsements, assessments or other
instruments of conveyance or transfer with respect to such Pledgor’s Pledged Collateral, and (y) each Grantor (other than
Holdings) hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such
Grantor, to do any or all of the following:


 


(i)           in
the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances
or other instruments for the payment of moneys due under any Accounts Receivable of such Grantor that constitutes Collateral or
with respect to any other Collateral of such Grantor and file any claim or take any other action or institute any proceeding in
any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such
moneys due under any Accounts Receivable of such Grantor that constitutes Collateral or with respect to any other Collateral of
such Grantor whenever payable;


 


(ii)          in
the case of any Copyright, Patent, or Trademark constituting Collateral of such Grantor, execute and deliver any and all agreements,
instruments, documents and papers as the Collateral Agent may reasonably request to such Grantor to evidence the Collateral Agent’s
and the Lenders’ security interest in such Copyright, Patent, or Trademark and the goodwill and general intangibles of such
Grantor relating thereto or represented thereby, and such Grantor hereby consents to the non-exclusive royalty free use by the
Collateral Agent of any Copyright, Patent or Trademark owned by such Grantor included in the Collateral for the purposes of disposing
of any Collateral;


 


(iii)         pay
or discharge taxes and Liens, other than Liens permitted under this Agreement or the other Loan Documents, levied or placed on
the Collateral of such Grantor, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any
part of the premiums therefor and the costs thereof; and


 




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(iv)         (A)
direct any party liable for any payment under any of the Collateral of such Grantor to make payment of any and all moneys due or
to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct; (B) ask or demand for,
collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect
of or arising out of any Collateral of such Grantor; (C) sign and indorse any invoices, freight or express bills, bills
of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection
with any of the Collateral of such Grantor; (D) commence and prosecute any suits, actions or proceedings at law or
in equity in any court of competent jurisdiction to collect the Collateral of such Grantor or any portion thereof and to enforce
any other right in respect of any Collateral of such Grantor; (E) defend any suit, action or proceeding brought against
such Grantor with respect to any Collateral of such Grantor; (F) settle, compromise or adjust any such suit, action or proceeding
described in clause (E) above and, in connection therewith, to give such discharges or releases as the Collateral Agent may deem
appropriate; (G) subject to any existing reserved rights or licenses, assign any Copyright, Patent or Trademark constituting
Collateral of such Grantor (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains),
for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine;
and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral
of such Grantor as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do,
at the Collateral Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things
which the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral of such Grantor and the Collateral
Agent’s and the other Secured Parties’ security interests therein and to effect the intent of this Agreement, all as
fully and effectively as such Grantor might do.


 


(b)          The
reasonable expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Subsection 7.1,
together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past
due ABR Loans that are Revolving Loans under the Credit Agreement, from the date of payment by the Collateral Agent to the date
reimbursed by the relevant Granting Party, shall be payable by such Granting Party to the Collateral Agent on demand.


 


(c)          Each
Granting Party hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. All powers, authorizations
and agencies contained in this Agreement are coupled with an interest and are irrevocable as to the relevant Granting Party until
this Agreement is terminated as to such Granting Party, and the security interests in the Security Collateral of such Granting
Party created hereby are released.


 




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7.2          Duty
of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation
of the Security Collateral in its possession, under Section 9-207 of the Code or otherwise, shall be to deal with it in the same
manner as the Collateral Agent deals with similar property for its own account. None of the Collateral Agent or any other Secured
Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize
upon any of the Security Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose
of any Security Collateral upon the request of any Granting Party or any other Person or, except as otherwise provided herein,
to take any other action whatsoever with regard to the Security Collateral or any part thereof. The powers conferred on the Collateral
Agent and the other Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured Parties’
interests in the Security Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Party to exercise
any such powers. The Collateral Agent and the other Secured Parties shall be accountable only for amounts that they actually receive
as a result of the exercise of such powers, and to the maximum extent permitted by applicable law, neither they nor any of their
officers, directors, employees or agents shall be responsible to any Granting Party for any act or failure to act hereunder, except
as otherwise provided herein or for their own gross negligence or willful misconduct (as determined by a court of competent jurisdiction
in a final and non-appealable decision).


 


7.3          Financing
Statements. Pursuant to any applicable law, each Granting Party authorizes the Collateral Agent to file or record financing
statements and other filing or recording documents or instruments with respect to such Granting Party’s Security Collateral
without the signature of such Granting Party in such form and in such filing offices as the Collateral Agent reasonably determines
appropriate to perfect the security interests of the Collateral Agent under this Agreement. Each Granting Party authorizes the
Collateral Agent to use any collateral description reasonably determined by the Collateral Agent, including the collateral description
“all personal property” or “all assets” or words of similar meaning in any such financing statements, provided
that any collateral description in any financing statement or other filing or recording document or instrument with respect to
Holdings and/or Holdings’ Pledged Collateral shall be limited to an accurate and precise description of Holdings’ Pledged
Collateral. The Collateral Agent agrees to use its commercially reasonable efforts to notify the relevant Granting Party of any
financing or continuation statement filed by it, provided that any failure to give such notice shall not affect the validity
or effectiveness of any such filing.


 


7.4          Authority
of Collateral Agent. Each Granting Party acknowledges that the rights and responsibilities of the Collateral Agent under this
Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any
option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement
or any amendment, supplement or other modification of this Agreement shall, as between the Collateral Agent and the Secured Parties,
be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them,
but, as between the Collateral Agent and the Granting Parties, the Collateral Agent shall be conclusively presumed to be acting
as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Granting Party shall be
under any obligation, or entitlement, to make any inquiry respecting such authority.


 




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7.5          Right
of Inspection. Upon reasonable written advance notice to any Grantor and as often as may reasonably be desired, or at any time
and from time to time after the occurrence and during the continuation of an Event of Default, the Collateral Agent shall have
reasonable access during normal business hours to all the books, correspondence and records of such Grantor (other than Holdings),
and the Collateral Agent and its representatives may examine the same, and to the extent reasonable take extracts therefrom and
make photocopies thereof, and such Grantor agrees to render to the Collateral Agent at such Grantor’s reasonable cost and
expense, such clerical and other assistance as may be reasonably requested with regard thereto. The Collateral Agent and its representatives
shall also have the right, upon reasonable advance written notice to such Grantor subject to any lease restrictions, to enter during
normal business hours into and upon any premises owned, leased or operated by such Grantor (other than Holdings) where any of such
Grantor’s Inventory or Equipment is located for the purpose of inspecting the same, observing its use or otherwise protecting
its interests therein to the extent not inconsistent with the provisions of the Credit Agreement and the other Loan Documents (and
subject to each applicable Intercreditor Agreement). Notwithstanding anything to the contrary in this Subsection 7.5, no
Grantor will be required to disclose or permit the inspection or discussion of any document, information or other matter (i)
that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure
to the Collateral Agent or any other Secured Party (or their respective representatives) is prohibited by any Requirement of Law
or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.


 


Section
8


 


Non-Lender Secured Parties


 


8.1          Rights
to Collateral. (a) The Non-Lender Secured Parties shall not have any right whatsoever to do any of the following: (i)
exercise any rights or remedies with respect to the Collateral (such term, as used in this Section 8, having the meaning
assigned to it in the Credit Agreement) or to direct the Collateral Agent to do the same, including the right to (A) enforce
any Liens or sell or otherwise foreclose on any portion of the Collateral, (B) request any action, institute any proceedings,
exercise any voting rights, give any instructions, make any election, notify account debtors or make collections with respect to
all or any portion of the Collateral or (C) release any Granting Party under this Agreement or release any Collateral from
the Liens of any Security Document or consent to or otherwise approve any such release; (ii) demand, accept or obtain any Lien
on any Collateral (except for Liens arising under, and subject to the terms of, this Agreement); (iii) vote in any Bankruptcy
Case or similar proceeding in respect of Holdings, the Borrower or any of its Subsidiaries (any such proceeding, for purposes of
this clause (a), a “Bankruptcy”) with respect to, or take any other actions concerning the Collateral; (iv)
receive any proceeds from any sale, transfer or other disposition of any of the Collateral (except in accordance with this Agreement);
(v) oppose any sale, transfer or other disposition of the Collateral; (vi) object to any debtor-in-possession financing
in any Bankruptcy which is provided by one or more Lenders among others (including on a priming basis under Section 364(d) of the
Bankruptcy Code); (vii) object to the use of cash collateral in respect of the Collateral in any Bankruptcy; or (viii) seek,
or object to the Lenders or Agents seeking on an equal and ratable basis, any adequate protection or relief from the automatic
stay with respect to the Collateral in any Bankruptcy.


 




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(b)          Each
Non-Lender Secured Party, by its acceptance of the benefits of this Agreement and the other Security Documents, agrees that in
exercising rights and remedies with respect to the Collateral, the Collateral Agent and the Lenders, with the consent of the Collateral
Agent, may enforce the provisions of the Security Documents and exercise remedies thereunder and under any other Loan Documents
(or refrain from enforcing rights and exercising remedies), all in such order and in such manner as they may determine in the exercise
of their sole business judgment. Such exercise and enforcement shall include the rights to collect, sell, dispose of or otherwise
realize upon all or any part of the Collateral, to incur expenses in connection with such collection, sale, disposition or other
realization and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code as in effect from
time to time in any applicable jurisdiction. The Non-Lender Secured Parties by their acceptance of the benefits of this Agreement
and the other Security Documents hereby agree not to contest or otherwise challenge any such collection, sale, disposition or other
realization of or upon all or any of the Collateral. Whether or not a Bankruptcy Case has been commenced, the Non-Lender Secured
Parties shall be deemed to have consented to any sale or other disposition of any property, business or assets of Holdings, the
Borrower or any of its Subsidiaries and the release of any or all of the Collateral from the Liens of any Security Document in
connection therewith.


 


(c)          Notwithstanding
any provision of this Subsection 8.1, the Non-Lender Secured Parties shall be entitled subject to each applicable Intercreditor
Agreement to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other
pleadings (A) in order to prevent any Person from seeking to foreclose on the Collateral or supersede the Non-Lender Secured
Parties’ claim thereto or (B) in opposition to any motion, claim, adversary proceeding or other pleading made by any
Person objecting to or otherwise seeking the disallowance of the claims of the Non-Lender Secured Parties. Each Non-Lender Secured
Party, by its acceptance of the benefits of this Agreement, agrees to be bound by and to comply with each applicable Intercreditor
Agreement and authorizes the Collateral Agent to enter into the Intercreditor Agreements on its behalf.


 


(d)          Each
Non-Lender Secured Party, by its acceptance of the benefits of this Agreement, agrees that the Collateral Agent and the Lenders
may deal with the Collateral, including any exchange, taking or release of Collateral, may change or increase the amount of the
Borrower Obligations and/or the Guarantor Obligations, and may release any Granting Party from its Obligations hereunder, all without
any liability or obligation (except as may be otherwise expressly provided herein) to the Non-Lender Secured Parties.


 


8.2          Appointment
of Agent. Each Non-Lender Secured Party, by its acceptance of the benefits of this Agreement and the other Security Documents,
shall be deemed irrevocably to make, constitute and appoint the Collateral Agent, as agent under the Credit Agreement (and all
officers, employees or agents designated by the Collateral Agent) as such Person’s true and lawful agent and attorney-in-fact,
and in such capacity, the Collateral Agent shall have the right, with power of substitution for the Non-Lender Secured Parties
and in each such Person’s name or otherwise, to effectuate any sale, transfer or other disposition of the Collateral. It
is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Non-Lender Secured
Parties for the purposes set forth herein is coupled with an interest and is irrevocable. It is understood and agreed that the
Collateral Agent has appointed the Administrative Agent as its agent for purposes of perfecting certain of the security interests
created hereunder and for otherwise carrying out certain of its obligations hereunder. Each Non-Lender Secured Party, by its acceptance
of the benefits of this Agreement and the other Security Documents, agrees to be bound by the provisions of Subsections 10.4, 10.6
and 10.6 of the Credit Agreement as if it were a Lender.


 




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8.3          Waiver
of Claims. To the maximum extent permitted by law, each Non-Lender Secured Party waives any claim it might have against the
Collateral Agent or the Lenders with respect to, or arising out of, any action or failure to act or any error of judgment, negligence,
or mistake or oversight whatsoever on the part of the Collateral Agent or the Lenders or their respective directors, officers,
employees or agents with respect to any exercise of rights or remedies under the Loan Documents or any transaction relating to
the Collateral (including any such exercise described in Subsection 8.1(b)), except for any such action or failure to act
that constitutes willful misconduct or gross negligence of such Person. To the maximum extent permitted by applicable law, none
of the Collateral Agent or any Lender or any of their respective directors, officers, employees or agents shall be liable for failure
to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell
or otherwise dispose of any Collateral upon the request of Holdings, any Subsidiary of Holdings, any Non-Lender Secured Party or
any other Person or to take any other action or forbear from doing so whatsoever with regard to the Collateral or any part thereof,
except for any such action or failure to act that constitutes willful misconduct or gross negligence of such Person.


 


8.4          Designation
of Non-Lender Secured Parties. The Borrower may from time to time designate a Person as a “Bank Products Provider,”
a “Hedging Provider” or a “Management Credit Provider” hereunder by written notice to the Collateral Agent.
Upon being so designated by the Borrower, such Bank Products Provider, Hedging Provider or Management Credit Provider (as the case
may be) shall be a Non-Lender Secured Party for the purposes of this Agreement for as long as so designated by the Borrower; provided
that, at the time of the Borrower’s designation of such Non-Lender Secured Party, the obligations of the relevant Grantor
under the applicable Hedging Agreement, Bank Products Agreement or Management Guarantee (as the case may be) have not been designated
as ABL Obligations, Additional ABL Obligations or Additional Cash Flow Obligations.


 


Section
9


 


Miscellaneous


 


9.1          Amendments
in Writing. None of the terms or provisions of this Agreement may be amended, supplemented, waived or otherwise modified except
by a written instrument executed by each affected Granting Party and the Collateral Agent, provided that (a) any
provision of this Agreement imposing obligations on any Granting Party may be waived by the Collateral Agent in a written instrument
executed by the Collateral Agent and (b) if separately agreed in writing between the Borrower and any Non-Lender Secured
Party (and such Non-Lender Secured Party has been designated in writing by the Borrower to the Collateral Agent for purposes of
this sentence, for so long as so designated), no such amendment, supplement, waiver or modification shall amend, modify or waive
Subsection 6.5 (or the definition of “Non-Lender Secured Party” or “Secured Party” to the extent
relating thereto) if such amendment, supplement, waiver or modification would directly and adversely affect a Non-Lender Secured
Party without the written consent of such affected Non-Lender Secured Party. For the avoidance of doubt, it is understood and agreed
that any amendment, restatement, supplement, waiver or other modification of or to any Intercreditor Agreement that would have
the effect, directly or indirectly, through any reference herein to any Intercreditor Agreement or otherwise, of amending, supplementing
waiving or otherwise modifying this Agreement, or any term or provision hereof, or any right or obligation of any Granting Party
hereunder or in respect hereof, shall not be given such effect except pursuant to a written instrument executed by each affected
Granting Party and the Collateral Agent in accordance with this Subsection 9.1.


 




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9.2          Notices.
All notices, requests and demands to or upon the Administrative Agent, the Collateral Agent or any Granting Party hereunder shall
be effected in the manner provided for in Subsection 11.2 of the Credit Agreement; provided that any such notice, request
or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on Schedule 1, unless
and until such Guarantor shall change such address by notice to the Collateral Agent and the Administrative Agent given in accordance
with Subsection 11.2 of the Credit Agreement.


 


9.3          No
Waiver by Course of Conduct; Cumulative Remedies. None of the Collateral Agent or any other Secured Party shall by any act
(except by a written instrument pursuant to Subsection 9.1), delay, indulgence, omission or otherwise be deemed to have
waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any
delay in exercising, on the part of the Collateral Agent or any other Secured Party, any right, power or privilege hereunder shall
operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other
or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Collateral Agent or any other
Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that
the Collateral Agent or such other Secured Party would otherwise have on any future occasion. The rights and remedies herein provided
are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.


 


9.4          Enforcement
Expenses; Indemnification. (a) Each Guarantor jointly and severally agrees to pay or reimburse each Secured Party and the Collateral
Agent for all their respective reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee
contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement against such Guarantor and the
other Loan Documents to which such Guarantor is a party, including the reasonable fees and disbursements of counsel to the Collateral
Agent and the Administrative Agent, in each case, to the extent the Borrower would be required to do so pursuant to Subsection
11.5 of the Credit Agreement.


 


(b)          Each
Grantor jointly and severally agrees to pay, and to save the Collateral Agent, the Administrative Agent and the other Secured Parties
harmless from, (x) any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise,
sales or other similar taxes which may be payable or determined to be payable with respect to any of the Security Collateral or
in connection with any of the transactions contemplated by this Agreement and (y) any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect
to the execution, delivery, enforcement, performance and administration of this Agreement (collectively, the “indemnified
liabilities”), in each case to the extent the Borrower would be required to do so pursuant to Subsection 11.5 of the
Credit Agreement, and in any event excluding any taxes or other indemnified liabilities arising from gross negligence, bad faith
or willful misconduct of the Collateral Agent, the Administrative Agent or any other Secured Party as determined by a court of
competent jurisdiction in a final and nonappealable decision.


 




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(c)          The
agreements in this Subsection 9.4 shall survive repayment of the Obligations and all other amounts payable under the Credit
Agreement and the other Loan Documents.


 


9.5          Successors
and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Granting Parties, the Collateral Agent
and the Secured Parties and their respective successors and assigns permitted by the Credit Agreement.


 


9.6          Set-Off.
Each Guarantor (other than Holdings) hereby irrevocably authorizes each of the Administrative Agent and the Collateral Agent and
each other Secured Party at any time and from time to time without notice to such Guarantor or any other Granting Party, any such
notice being expressly waived by each Granting Party, to the extent permitted by applicable law, upon the occurrence and during
the continuance of an Event of Default under Subsection 9.1(a) of the Credit Agreement so long as any amount remains unpaid after
it becomes due and payable by such Guarantor hereunder, to set-off and appropriate and apply against any such amount any and all
deposits (general or special, time or demand, provisional or final) (other than the Collateral Proceeds Account), in any currency,
and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent,
matured or unmatured, at any time held or owing by the Collateral Agent, the Administrative Agent or such other Secured Party to
or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Collateral Agent, the Administrative
Agent or such other Secured Party may elect. The Collateral Agent, the Administrative Agent and each other Secured Party shall
notify such Guarantor promptly of any such set-off and the application made by the Collateral Agent, the Administrative Agent or
such other Secured Party of the proceeds thereof; provided that the failure to give such notice shall not affect the validity
of such set-off and application. The rights of the Collateral Agent, the Administrative Agent and each other Secured Party under
this Subsection 9.6 are in addition to other rights and remedies (including other rights of set-off) which the Collateral
Agent, the Administrative Agent or such other Secured Party may have.


 


9.7          Counterparts.
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including
by facsimile and other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one
and the same instrument.


 


9.8          Severability.
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction;
provided that, with respect to any Pledged Stock issued by a Foreign Subsidiary, all rights, powers and remedies provided
in this Agreement may be exercised only to the extent that they do not violate any provision of any law, rule or regulation of
any Governmental Authority applicable to any such Pledged Stock or affecting the legality, validity or enforceability of any of
the provisions of this Agreement against the Pledgor (such laws, rules or regulations, “Applicable Law”) and
are intended to be limited to the extent necessary so that they will not render this Agreement invalid, unenforceable or not entitled
to be recorded, registered or filed under the provisions of any Applicable Law.


 




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9.9          Section
Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction
hereof or be taken into consideration in the interpretation hereof.


 


9.10        Integration.
This Agreement and the other Loan Documents represent the entire agreement of the Granting Parties, the Collateral Agent and the
other Secured Parties with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties
by the Granting Parties, the Collateral Agent or any other Secured Party relative to subject matter hereof not expressly set forth
or referred to herein or in the other Loan Documents.


 


9.11        GOVERNING
LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ANY CLAIM OR CONTROVERSY RELATING HERETO SHALL
BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS
PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD
REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.


 


9.12        Submission
to Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:


 


(a)          submits
for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which
it is a party to the exclusive general jurisdiction of the Supreme Court of the State of New York for the County of New York (the
“New York Supreme Court”), and the United States District Court for the Southern District of New York (the “Federal
District Court” and, together with the New York Supreme Court, the “New York Courts”) and appellate
courts from either of them; provided that nothing in this Agreement shall be deemed or operate to preclude (i) the
Collateral Agent from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any
other security for the Obligations (in which case any party shall be entitled to assert any claim or defense, including any claim
or defense that this Subsection 9.12 would otherwise require to be asserted in a legal action or proceeding in a New York
Court), or to enforce a judgment or other court order in favor of the Administrative Agent or the Collateral Agent, (ii)
any party from bringing any legal action or proceeding in any jurisdiction for the recognition and enforcement of any judgment,
(iii) if all such New York Courts decline jurisdiction over any Person, or decline (or in the case of the Federal District
Court, lack) jurisdiction over any subject matter of such action or proceeding, a legal action or proceeding may be brought with
respect thereto in another court having jurisdiction and (iv) in the event a legal action or proceeding is brought against
any party hereto or involving any of its assets or property in another court (without any collusive assistance by such party or
any of its Subsidiaries or Affiliates), such party from asserting a claim or defense (including any claim or defense that this
Subsection 9.12(a) would otherwise require to be asserted in a legal proceeding in a New York Court) in any such action
or proceeding;


 




    	 	51	 



     


    

  


(b)          consents
that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to
the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient forum
and agrees not to plead or claim the same;


 


(c)          agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail
(or any substantially similar form of mail), postage prepaid, to any party at its address referred to in Subsection 9.2
or at such other address of which the Collateral Agent and the Administrative Agent (in the case of any other party hereto) and
the Borrower (in the case of the Collateral Agent and the Administrative Agent) shall have been notified pursuant thereto;


 


(d)          agrees
that nothing herein shall affect the right to effect service of process in any other manner permitted by law or (subject to clause
(a) above) shall limit the right to sue in any other jurisdiction; and


 


(e)          waives,
to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred
to in this Subsection 9.12 any consequential or punitive damages.


 


9.13        Acknowledgments.
Each Guarantor hereby acknowledges that:


 


(a)          it
has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which
it is a party;


 


(b)          none
of the Collateral Agent, the Administrative Agent or any other Secured Party has any fiduciary relationship with or duty to any
Guarantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between
the Guarantors, on the one hand, and the Collateral Agent, the Administrative Agent and the other Secured Parties, on the other
hand, in connection herewith or therewith is solely that of debtor and creditor; and


 


(c)          no
joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby
among the Secured Parties or among the Guarantors and the Secured Parties.


 


9.14        WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 




    	 	52	 



     


    

  


9.15        Additional
Granting Parties. (a) Each new Domestic Subsidiary of the Borrower that is required to become a party to this Agreement pursuant
to Subsection 7.9(b) of the Credit Agreement shall become a Granting Party for all purposes of this Agreement upon execution and
delivery by such Domestic Subsidiary of an Assumption Agreement substantially in the form of Annex 2 hereto. Each existing
Granting Party that is required to become a Pledgor with respect to Capital Stock of any new Subsidiary of the Borrower pursuant
to Subsection 7.9(b) or (c)(i) of the Credit Agreement shall become a Pledgor with respect thereto upon execution and delivery
by such Granting Party of a Supplemental Agreement substantially in the form of Annex 3 hereto.


 


(b)          Pursuant
to Subsection 7.14 of the Credit Agreement, promptly following the effectiveness of the Atlas Merger and the Atlas Contribution,
each Atrium Guarantor Entity that is a Domestic Subsidiary and a Wholly Owned Subsidiary (other than an Excluded Subsidiary) shall
become a Granting Party for all purposes of this Agreement upon execution and delivery by such Atrium Guarantor Entity of an Assumption
Agreement in substantially the form of Annex 2 hereto.


 


9.16        Releases.
(a) At such time as the Loans, the Reimbursement Obligations and the other Obligations (other than any Obligations owing to a Non-Lender
Secured Party) then due and owing shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall
be outstanding (except for Letters of Credit that have been cash collateralized or otherwise provided for in a manner reasonably
satisfactory to the applicable Issuing Bank), all Security Collateral shall be automatically released from the Liens created hereby,
and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent,
the Administrative Agent and each Granting Party hereunder shall terminate, all without delivery of any instrument or performance
of any act by any party, and all rights to the Security Collateral shall revert to the Granting Parties. At the request and sole
expense of any Granting Party following any such termination, the Collateral Agent and the Administrative Agent shall deliver to
such Granting Party (subject to Subsection 7.2, without recourse and without representation or warranty) any Security Collateral
held by the Collateral Agent hereunder, and execute, acknowledge and deliver to such Granting Party such releases, instruments
or other documents (including UCC termination statements), and do or cause to be done all other acts, as any Granting Party shall
reasonably request to evidence such termination.


 




    	 	53	 



     


    

  


(b)          Upon
any sale or other disposition of Security Collateral permitted by the Credit Agreement (other than any sale or disposition to another
Grantor (other than Holdings)), the Lien pursuant to this Agreement on such sold or disposed of Security Collateral shall be automatically
released. In connection with a sale or other disposition of all the Capital Stock of any Granting Party (other than the Borrower
or Holdings and other than any sale or disposition to another Grantor (other than Holdings)) or any other transaction or occurrence
as a result of which any Granting Party ceases to be a Restricted Subsidiary of the Borrower, or a sale or other disposition of
Security Collateral (other than a sale or disposition to another Grantor (other than Holdings)) permitted under the Credit Agreement,
the Administrative Agent and the Collateral Agent shall, upon receipt from the Borrower of a written request for the release of
such Granting Party from its Guarantee or the release of the Security Collateral subject to such sale, disposition or other transaction,
identifying such Granting Party or the relevant Security Collateral, together with a certification by the Borrower stating that
such transaction is in compliance with the Credit Agreement and the other Loan Documents, execute and deliver to the Borrower or
the relevant Granting Party (subject to Subsection 7.2, without recourse and without representation or warranty), at the
sole cost and expense of such Granting Party, any Security Collateral of such relevant Granting Party held by the Collateral Agent,
or the Security Collateral subject to such sale or disposition (as applicable), and, at the sole cost and expense of such Granting
Party, execute, acknowledge and deliver to such Granting Party such releases, instruments or other documents (including UCC termination
statements), and do or cause to be done all other acts, as the Borrower or such Granting Party shall reasonably request (x)
to evidence or effect the release of such Granting Party from its Guarantee (if any) and of the Liens created hereby (if any) on
such Granting Party’s Security Collateral or (y) to evidence the release of the Security Collateral subject to such
sale or disposition.


 


(c)          Upon
any transaction or occurrence as a result of which any Granting Party (other than the Borrower or Holdings) ceases to be a Restricted
Subsidiary of the Borrower that is permitted under the Credit Agreement, or any such Granting Party being or becoming an Excluded
Subsidiary in accordance with the provisions of the Credit Agreement, the Lien pursuant to this Agreement on all Security Collateral
of such Granting Party (if any) shall be automatically released, and the Guarantee (if any) of such Granting Party, and all obligations
of such Granting Party hereunder, shall terminate, all without delivery of any instrument or performance of any act by any party,
and the Administrative Agent and the Collateral Agent shall, upon the request of the Borrower or such Granting Party, deliver to
the Borrower or such Granting Party (subject to Subsection 7.2, without recourse and without representation or warranty)
any Security Collateral of such Granting Party held by the Collateral Agent hereunder and the Collateral Agent and the Administrative
Agent shall execute, acknowledge and deliver to the Borrower or such Granting Party (at the sole cost and expense of the Borrower
or such Granting Party) all releases, instruments or other documents (including UCC termination statements), and do or cause to
be done all other acts, necessary or reasonably desirable for the release of such Granting Party from its Guarantee (if any) or
the Liens created hereby (if any) on such Granting Party’s Security Collateral, as applicable, as the Borrower or such Granting
Party may reasonably request.


 


(d)          Upon
(i) any Security Collateral being or becoming an Excluded Asset or (ii) any other release of Security Collateral
approved, authorized or ratified by the Lenders pursuant to Subsection 10.8(b)(A)(iv) of the Credit Agreement, the Lien pursuant
to this Agreement on such Security Collateral shall be automatically released. At the request and sole expense of any Granting
Party, the Collateral Agent shall deliver such Security Collateral (if held by the Collateral Agent) to such Granting Party and
the Collateral Agent and the Administrative Agent shall execute, acknowledge and deliver to such Granting Party such releases,
instruments or other documents (including UCC termination statements), and do or cause to be done all other acts, as such Granting
Party shall reasonably request to evidence such release.


 




    	 	54	 



     


    

  


(e)          Notwithstanding
any other provision of this Agreement or any other Loan Document, Holdings shall have the right to transfer all of the Capital
Stock of the Borrower held by it (including, for the avoidance of doubt, any such transfer in connection with any change in the
Borrower’s legal structure to a corporation, limited liability company or other entity) to any Parent Entity or any Subsidiary
of any Parent Entity (a “Successor Holding Company”) that (i) is a Person organized and existing under
the laws of the United States of America, any State thereof or the District of Columbia and (ii) assumes all of the obligations
of Holdings under this Agreement and the other Loan Documents to which Holdings is a party by executing and delivering to the Administrative
Agent and the Collateral Agent a joinder substantially in the form of Annex 4 hereto, or one or more other documents or
instruments, together with a financing statement in appropriate form for filing under the Uniform Commercial Code of the relevant
jurisdiction, in form and substance reasonably satisfactory to the Collateral Agent, upon which (x) such Successor Holding
Company will succeed to, and be substituted for, and may exercise every right and power of Holdings under this Agreement and the
other Loan Documents, and shall thereafter be deemed to be “Holdings” for purposes of this Agreement and the other
Loan Documents, (y) Holdings, as predecessor to any Successor Holding Company (“Predecessor Holding Company”),
shall be irrevocably and unconditionally released from its Guarantee and all other obligations hereunder and under the other Loan
Documents, and (z) the Lien pursuant to this Agreement on all Security Collateral of such Predecessor Holding Company, and
any Lien pursuant to any other Loan Document on any other property or assets of such Predecessor Holding Company, shall be automatically
released (it being understood that such transfer of Capital Stock of the Borrower to and assumption of rights and obligations of
Holdings by such Successor Holding Company shall not constitute a Change of Control). At the request and the sole expense of any
Predecessor Holding Company or the Borrower, the Collateral Agent shall deliver to such Predecessor Holding Company any Security
Collateral and other property or assets of such Predecessor Holding Company held by the Collateral Agent that is not required to
be pledged under this Agreement or any other Loan Document by such Successor Holding Company (including the Capital Stock of the
Borrower) and the Collateral Agent and the Administrative Agent shall execute, acknowledge and deliver to such Predecessor Holding
Company (subject to Subsection 7.2, without recourse and without representation or warranty) such releases, instruments
or other documents (including UCC termination statements), and do or cause to be done all other acts, as such Predecessor Holding
Company or the Borrower shall reasonably request to evidence or effect the release of such Predecessor Holding Company from its
Guarantee and other obligations hereunder and under the other Loan Documents, and the release of the Liens created hereby on such
Predecessor Holding Company’s Security Collateral (other than the Capital Stock of the Borrower) and by any other Loan Document
on any other property or assets of such Predecessor Holding Company.


 


(f)           So
long as no Event of Default has occurred and is continuing, the Collateral Agent and the Administrative Agent shall at the direction
of any applicable Granting Party return to such Granting Party any proceeds or other property received by it during any Event of
Default pursuant to either Subsection 5.3.1 or 6.4 and not otherwise applied in accordance with Subsection 6.5.


 


(g)          The
Collateral Agent shall have no liability whatsoever to any other Secured Party as the result of any release of Security Collateral
by it in accordance with (or which the Collateral Agent in good faith believes to be in accordance with) this Subsection 9.16.


 




    	 	55	 



     


    

  


(h)          Upon
the listing of the Capital Stock of the Borrower on a nationally recognized stock exchange in the U.S. (whether through a Qualified
IPO or otherwise), the Lien pursuant to this Agreement on all of the shares of Capital Stock of the Borrower, as well as any other
shares, stock certificates, options or rights of any nature whatsoever in respect of the capital stock of the Borrower, owned by
Holdings shall be automatically released, and the Guarantee of Holdings, and all obligations of Holdings hereunder shall terminate,
all without delivery of any instrument or performance of any act by any party, and the Administrative Agent and the Collateral
Agent shall, upon the request of the Borrower or Holdings, deliver to the Borrower, or Holdings (subject to Subsection 7.2,
without recourse and without representation or warranty) any Pledged Stock of Holdings held by the Collateral Agent hereunder and
the Collateral Agent and the Administrative Agent shall execute, acknowledge and deliver to the Borrower or Holdings (at the sole
cost and expense of the Borrower or Holdings) all releases, instruments or other documents (including UCC termination statements),
and do or cause to be done all other acts, necessary or reasonably desirable for the release of Holdings from its Guarantee (if
any) or the Liens created hereby (if any) on Holdings’ Pledged Stock, as applicable, as the Borrower or Holdings may reasonably
request.


 


9.17        Judgment.
(a) If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder in one currency into another
currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall
be that at which in accordance with normal banking procedures the Administrative Agent or the Collateral Agent could purchase the
first currency with such other currency on the Business Day preceding the day on which final judgment is given.


 


(b)          The
obligations of any Guarantor in respect of this Agreement to the Administrative Agent and the Collateral Agent, for the benefit
of each holder of Obligations, shall, notwithstanding any judgment in a currency (the “judgment currency”) other
than the currency in which the sum originally due to such holder is denominated (the “original currency”), be
discharged only to the extent that on the Business Day following receipt by the Administrative Agent and the Collateral Agent of
any sum adjudged to be so due in the judgment currency, the Administrative Agent and the Collateral Agent may in accordance with
normal banking procedures purchase the original currency with the judgment currency; if the amount of the original currency so
purchased is less than the sum originally due to such holder in the original currency, such Guarantor agrees, as a separate obligation
and notwithstanding any such judgment, to indemnify the Administrative Agent and the Collateral Agent for the benefit of such holder,
against such loss, and if the amount of the original currency so purchased exceeds the sum originally due to the Administrative
Agent and the Collateral Agent, the Administrative Agent and the Collateral Agent agree to remit to the Borrower, such excess.
This covenant shall survive the termination of this Agreement and payment of the Obligations and all other amounts payable hereunder.


 


9.18        Transfer
Tax Acknowledgment. Each party hereto acknowledges that the shares delivered hereunder are being transferred to and deposited
with the Collateral Agent (or other Person in accordance with any applicable Intercreditor Agreement) as security for the Obligations
and that this Subsection 9.18 is intended to be the certificate of exemption from New York stock transfer taxes for the
purposes of complying with Section 270.5(b) of the Tax Law of the State of New York.


 


[Remainder of page left blank intentionally;
Signature pages to follow.]


 




    	 	56	 



     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed, all as of the date first written above.


 


	 	BORROWER:
	 	 
	 	PISCES MIDCO, INC.


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	GUARANTORS:
	 	 
	 	PISCES HOLDINGS, INC.


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	[SUBSIDIARY GUARANTORS]


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature
Pages to Pisces Cash Flow Guarantee and Collateral Agreement]


 




    	 	 	 



     


    

  


	 	Acknowledged and Agreed to as of the date hereof by:
	 	 
	 	JPMORGAN CHASE BANK, N.A., as Collateral Agent and Administrative Agent


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature
Pages to Pisces Cash Flow Guarantee and Collateral Agreement]


 


 




    	 	 	 



     


    

 


ANNEX 1


 


ACKNOWLEDGEMENT AND CONSENT*


 


The undersigned hereby acknowledges receipt
of a copy of the Cash Flow Guarantee and Collateral Agreement, dated as of April 12, 2018 (the “Agreement”;
capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit
Agreement referred to therein, as the case may be), made by and among PISCES MIDCO, INC. and the other Granting Parties party thereto
in favor of JPMORGAN CHASE BANK, N.A., as Collateral Agent and Administrative Agent. The undersigned agrees for the benefit of
the Collateral Agent, the Administrative Agent and the Lenders as follows:


 


The undersigned will be bound by the terms
of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms
are applicable to the undersigned as an Issuer.


 


The undersigned will notify the Collateral
Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement.


 


The terms of Subsections 6.3(c) and
6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it
pursuant to Subsection 6.3(c) or 6.7 of the Agreement.


 


	 	[NAME OF ISSUER]


 


	 	By:	 





	 	Name:	[__________________]





	 	Title:	[_______________]


 


	 	Address for Notices:
	 	 
	 	[__________________]


 





 






		*	This consent is necessary only with respect to any Issuer that is not also a Granting Party.



 


 




    	 	 	 



     


    

 


ANNEX 2


 


ASSUMPTION AGREEMENT


 


ASSUMPTION AGREEMENT, dated as of [_______
__], 20[_], made by [______________________________], a [______________] corporation ([each an][the] “Additional Granting
Party”), in favor of JPMORGAN CHASE BANK, N.A., as collateral agent (in such capacity, the “Collateral Agent”)
and as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial
institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the
Guarantee and Collateral Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed
to them in the Guarantee and Collateral Agreement, or if not defined therein, in the Credit Agreement.


 


WITNESSETH:


 


WHEREAS, PISCES MIDCO, INC., a Delaware corporation
(together with its successors and assigns, the “Borrower”), the several banks and other financial institutions
from time to time party thereto (the “Lenders”), the Administrative Agent, the Collateral Agent and the other
parties party thereto are parties to a Cash Flow Credit Agreement, dated as of April 12, 2018 (as amended, supplemented, waived
or otherwise modified from time to time, the “Credit Agreement”);


 


WHEREAS, in connection with the Credit Agreement,
the Borrower, Holdings and certain of the Borrower’s Domestic Subsidiaries are, or are to become, parties to the Cash Flow
Guarantee and Collateral Agreement, dated as of April 12, 2018 (as amended, supplemented, waived or otherwise modified from time
to time, the “Guarantee and Collateral Agreement”), in favor of the Administrative Agent and the Collateral
Agent, for the benefit of the Secured Parties;


 


WHEREAS, [the][each] Additional Granting Party
is a member of an affiliated group of companies that includes the Borrower and each other Granting Party; the proceeds of the extensions
of credit under the Credit Agreement will be used in part to enable the Borrower to make valuable transfers to one or more of the
other Granting Parties (including such Additional Granting Party) in connection with the operation of their respective businesses;
and the Borrower and the other Granting Parties (including such Additional Granting Party) are engaged in related businesses, and
each such Granting Party (including [each] such Additional Granting Party) will derive substantial direct and indirect benefit
from the making of the extensions of credit under the Credit Agreement;


 


WHEREAS, the Credit Agreement requires [the][each]
Additional Granting Party to become a party to the Guarantee and Collateral Agreement; and


 


WHEREAS, [the][each] Additional Granting Party
has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee and Collateral Agreement;


 


NOW, THEREFORE, IT IS AGREED:


 




    	 	 	 



     


    

  


Annex 2


Page 2


 


1.          Guarantee
and Collateral Agreement. By executing and delivering this Assumption Agreement, [the][each] Additional Granting Party, as
provided in Subsection 9.15 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement
as a Granting Party thereunder with the same force and effect as if originally named therein as a [Guarantor] [, Grantor and Pledgor]
[and Grantor] [and Pledgor]2 and,
without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a [Guarantor] [,
Grantor and Pledgor] [and Grantor] [and Pledgor]3
thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules [____________]
to the Guarantee and Collateral Agreement, and such Schedules are hereby amended and modified to include such information. [The][Each]
Additional Granting Party hereby represents and warrants that each of the representations and warranties of such Additional Granting
Party, in its capacities as a Guarantor [, Grantor and Pledgor] [and Grantor] [and Pledgor],4
contained in Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as the date
hereof (after giving effect to this Assumption Agreement) as if made on and as of such date. Each Additional Granting Party hereby
grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit
of the Secured Parties, a continuing security interest in the [Collateral (as such term is defined in Subsection 3.1 of the Guarantee
and Collateral Agreement) of such Additional Granting Party] [and] [the Pledged Collateral (as such term is defined in the Guarantee
and Collateral Agreement) of such Additional Granting Party, except as provided in Subsection 3.3 of the Guarantee and Collateral
Agreement].


 


2.          GOVERNING
LAW. THIS ASSUMPTION AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ANY CLAIM OR CONTROVERSY RELATING
HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY
STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.


 





 






		2	Indicate the capacities in which the Additional Granting Party is becoming a Grantor.



		3	Indicate the capacities in which the Additional Granting Party is becoming a Grantor.



		4	Indicate the capacities in which the Additional Granting Party is becoming a Grantor.



 




    	 	 	 



     


    

  


Annex 2


Page 3


 


IN WITNESS WHEREOF, the undersigned has caused
this Assumption Agreement to be duly executed and delivered as of the date first above written.


 


	 	[ADDITIONAL GRANTING PARTY]


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	Acknowledged and Agreed to as of the date hereof by:
	 	 
	 	JPMORGAN CHASE BANK, N.A., as Collateral Agent and Administrative Agent


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


 




    	 	 	 



     


    

 


ANNEX 3


 


SUPPLEMENTAL AGREEMENT


 


SUPPLEMENTAL AGREEMENT, dated as of [_________
__], 20[_], made by [______________________________], a [______________] corporation (the “Additional Pledgor”),
in favor of JPMORGAN CHASE BANK, N.A., as collateral agent (in such capacity, the “Collateral Agent”) and as
administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions
from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee
and Collateral Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in
the Guarantee and Collateral Agreement, or if not defined therein, in the Credit Agreement.


 


WITNESSETH:


 


WHEREAS, PISCES MIDCO, INC., a Delaware corporation
(together with its successors and assigns, the “Borrower”), the several banks and other financial institutions
from time to time party thereto (the “Lenders”), the Administrative Agent, the Collateral Agent and the other
parties party thereto are parties to a Cash Flow Credit Agreement, dated as of April 12, 2018 (as amended, supplemented, waived
or otherwise modified from time to time, the “Credit Agreement”);


 


WHEREAS, in connection with the Credit Agreement,
the Borrower, Holdings and certain of the Borrower’s Domestic Subsidiaries are, or are to become, parties to the Cash Flow
Guarantee and Collateral Agreement, dated as of April 12, 2018 (as amended, supplemented, waived or otherwise modified from time
to time, the “Guarantee and Collateral Agreement”), in favor of the Administrative Agent and the Collateral
Agent, for the benefit of the Secured Parties;


 


WHEREAS, the Credit Agreement requires the
Additional Pledgor to become a Pledgor under the Guarantee and Collateral Agreement with respect to Capital Stock of certain new
Subsidiaries of the Additional Pledgor; and


 


WHEREAS, the Additional Pledgor has agreed
to execute and deliver this Supplemental Agreement in order to become such a Pledgor under the Guarantee and Collateral Agreement;


 


NOW, THEREFORE, IT IS AGREED:


 




    	 	 	 



     


    

  


1.          Guarantee
and Collateral Agreement. By executing and delivering this Supplemental Agreement, the Additional Pledgor, as provided in Subsection
9.15 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under the Guarantee and Collateral Agreement with respect
to the shares of Capital Stock of the Subsidiary of the Additional Pledgor listed in Annex 1 hereto and will be bound by
all terms, conditions and duties applicable to a Pledgor under the Guarantee and Collateral Agreement, as a Pledgor thereunder.
The information set forth in Annex 1 hereto is hereby added to the information set forth in Schedule 2 to the Guarantee
and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Additional Pledgor
hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a
Pledgor, contained in Subsection 4.3 of the Guarantee and Collateral Agreement is true and correct in all material respects on
and as the date hereof (after giving effect to this Supplemental Agreement) as if made on and as of such date. The Additional Pledgor
hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral
Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement,
to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral
of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided
in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent
and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes
its legal, valid and binding obligation, enforceable against it in accordance with its terms.


 


2.          GOVERNING
LAW. THIS SUPPLEMENTAL AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ANY CLAIM OR CONTROVERSY RELATING
HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY
STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.


 




    	 	 	 



     


    

  


IN WITNESS WHEREOF, the
undersigned has caused this Supplemental Agreement to be duly executed and delivered as of the date first above written.


 


	 	[ADDITIONAL PLEDGOR]


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	Acknowledged and Agreed to as of the date hereof by:
	 	 
	 	JPMORGAN CHASE BANK, N.A., as Collateral Agent and Administrative Agent


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 	 	 



     


    

 


ANNEX 4


 


JOINDER
and release


 


JOINDER AND RELEASE, dated as of [_________
__], [____] (this “Joinder”) by and among [                 ]
(“Assignor”), [________] (“Assignee”) and JPMORGAN CHASE BANK, N.A. as collateral agent (in
such capacity, the “Collateral Agent”) and as administrative agent (in such capacity, the “Administrative
Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to
the Credit Agreement referred to below and for the other Secured Parties (as defined below). All capitalized terms not defined
herein shall have the meaning ascribed to them in the Cash Flow Guarantee and Collateral Agreement referred to below.


 


WITNESSETH:


 


WHEREAS, PISCES MIDCO, INC., a Delaware corporation
(together with its successors and assigns, the “Borrower”), the several banks and other financial institutions
from time to time party thereto (the “Lenders”), the Administrative Agent, the Collateral Agent and the other
parties party thereto are parties to a Cash Flow Credit Agreement, dated as of April 12, 2018 (as amended, supplemented, waived
or otherwise modified from time to time, the “Credit Agreement”);


 


WHEREAS, in connection with the Credit Agreement,
Assignor (as the owner of Capital Stock of the Borrower) entered into the Cash Flow Guarantee and Collateral Agreement, dated as
of April 12, 2018 (the “Guarantee and Collateral Agreement”), by and among Assignor, the Borrower, certain of
the Borrower’s Domestic Subsidiaries, the Administrative Agent and the Collateral Agent, pursuant to which, among other things,
Assignor agreed to jointly and severally, unconditionally and irrevocably, guarantee all of the obligations of the Borrower under
the Credit Agreement and grant security interests in and pledge the Pledged Collateral, in favor of the Collateral Agent, for the
benefit of the Secured Parties;


 


WHEREAS, Assignee is acquiring from Assignor
all of the Capital Stock of the Borrower owned by Assignor;


 


WHEREAS, in connection therewith, Subsection
9.16(e) of the Guarantee and Collateral Agreement requires Assignee to assume all of the obligations of Assignor under the Guarantee
and Collateral Agreement and the other Loan Documents to which Assignor is a party; and


 


WHEREAS, upon the assumption of Assignor’s
obligations by Assignee, the Assignor shall be automatically released from its obligations under the Guarantee and Collateral Agreement
and any other instrument or document furnished pursuant thereto, and pursuant to Subsection 9.16(e) of the Guarantee and Collateral
Agreement the Administrative Agent and the Collateral Agent shall, among other things, take such actions as may be reasonably requested
to evidence such release.


 




    	 	 	 



     


    

  


NOW, THEREFORE, IT IS AGREED:


 


		1.	By executing and delivering this Joinder, Assignee hereby
expressly assumes all of the obligations of Assignor under the Guarantee and Collateral Agreement and each other Loan Document
to which Assignor is a party and agrees that it will be bound by the provisions of the Guarantee and Collateral Agreement and
such other Loan Documents. Pursuant to Subsection 9.16(e) of the Guarantee and Collateral Agreement, Assignee hereby succeeds
to, and is substituted for, and shall exercise every right and power of, Assignor under the Guarantee and Collateral Agreement
and the other Loan Documents to which Assignor is a party, and shall thereafter be deemed to be “Holdings” for purposes
of the Guarantee and Collateral Agreement and the other Loan Documents and a “Guarantor”, “Granting Party”
and “Pledgor” for purposes of the Guarantee and Collateral Agreement as if originally named therein and the Assignor
is hereby expressly, irrevocably and unconditionally discharged from all debts, obligations, covenants and agreements under the
Guarantee and Collateral Agreement and the other Loan Documents to which it is a party. The information set forth in Annex
1-A hereto is hereby added to the information set forth in Schedules [____________] to the Guarantee and Collateral Agreement,
and such Schedules are hereby amended and modified to include such information.



 


		2.	The Administrative Agent and the Collateral Agent hereby
confirm and acknowledge the release of Assignor from its Guarantee and all other obligations under the Guarantee and Collateral
Agreement and all other obligations thereunder and under the other Loan Documents.



 


		3.	The Collateral Agent hereby confirms and acknowledges that
the Lien pursuant to the Guarantee and Collateral Agreement on all Security Collateral of Assignor, and any Lien pursuant to any
other Loan Document on the property or assets of Assignor, has been automatically released.



 


		4.	Assignee hereby represents and warrants that each of the
representations and warranties made by Assignee, in its capacity as a Guarantor, Grantor and Pledgor, in each case solely with
respect to the representations and warranties made by Holdings, contained in Section 4 of the Guarantee and Collateral Agreement
is true and correct in all material respects on and as the date hereof (after giving effect to this Joinder Agreement) as if made
on and as of such date. Assignee hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement,
to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in the Pledged Collateral (as
such term is defined in the Guarantee and Collateral Agreement) of Assignee, except as provided in Subsection 3.3 of the Guarantee
and Collateral Agreement and with the limitations as applicable to Holdings.



 


		5.	GOVERNING LAW. THIS JOINDER AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER AND ANY CLAIM OR CONTROVERSY RELATING HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO
THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE
LAWS OF ANOTHER JURISDICTION.



 




    	 	 	 



     


    




 


IN WITNESS WHEREOF, the undersigned has caused
this Joinder to be duly executed and delivered as of the date first above written.


 


	 	[ASSIGNOR]


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	[ASSIGNEE]


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	Acknowledged and Agreed to as
	 	of the date hereof by:
	 	 
	 	JPMORGAN CHASE BANK, N.A., as Collateral Agent and Administrative Agent


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	 	 	 



     


    

 


EXHIBIT C

to

CASH FLOW CREDIT AGREEMENT


 


FORM OF MORTGAGE


 


2
This instrument was prepared in consultation with

counsel in the state in which the Premises is

located by the attorney named below and after

recording, please return to:


 


Cahill Gordon & Reindel LLP

80 Pine Street

New York, New York 10005

Attention: Tom Charbonneau


 


CASH FLOW MORTGAGE, SECURITY AGREEMENT,
ASSIGNMENT


 


OF LEASES AND RENTS AND FIXTURE FILING


 


THIS MORTGAGE, SECURITY
AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING (as the same may be amended, supplemented, waived or otherwise modified
from time to time, the “Mortgage”) is made and entered into as of the [___] day of [___________],20[__], by
[_________________________, a ____________________], with an address as of the date hereof at [___________________], Attention:
[_____________] (the “Mortgagor”), for the benefit of JPMORGAN CHASE BANK, N.A., with an address as of the date
hereof at [___________________], (“JPMorgan”), in its capacity as Collateral Agent for the Secured Parties (as
such terms are defined in the Guarantee and Collateral Agreement defined below) (in such capacity, together with its successors
and assigns in such capacity, the “Mortgagee”).


 


RECITALS:


 


WHEREAS, pursuant to
that certain Cash Flow Credit Agreement, dated as of April 12, 2018 (as the same may be amended, supplemented, waived or otherwise
modified from time to time, together with any agreement extending the maturity of, or restructuring, refunding, refinancing or
increasing the Indebtedness under such agreement or successor agreements, the “Credit Agreement”), among PISCES
MIDCO, INC., a Delaware corporation (together with its successors and assigns, the “Borrower”), the several
banks and other financial institutions from time to time party thereto (as further defined in Subsection 1.1 of the Credit
Agreement, the “Lenders”), the Collateral Agent, the Administrative Agent, and the other parties party thereto,
the Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set
forth therein;


 





 






		2	Local counsel to advise as to any recording requirements for the cover page, including need for
recording tax notification or a separate tax affidavit.



 




     


     


    

 


EXHIBIT C

to

CASH FLOW CREDIT AGREEMENT


 


Page 2


 


WHEREAS, the Borrower
is a member of an affiliated group of companies that includes PISCES HOLDINGS, INC., a Delaware corporation (“Holdings”),
the Borrower, the Borrower’s Subsidiaries [and the Mortgagor]3;


 


WHEREAS, the proceeds
of the extensions of credit under the Credit Agreement will be used in part to enable the Borrower to make valuable transfers to
the Mortgagor in connection with the operation of its business;


 


WHEREAS, the Borrower
and the Mortgagor are engaged in related businesses, and each will derive substantial direct and indirect benefit from the making
of the extensions of credit under the Credit Agreement;


 


WHEREAS, the Mortgagor
is the owner of the fee simple interest in the real property described on Exhibit A attached hereto and incorporated herein
by reference;


 


WHEREAS, it is a condition
to the obligation of the Lenders to make their respective extensions of credit under the Credit Agreement that the Mortgagor shall
execute and deliver this Mortgage to the Mortgagee for the benefit of the Secured Parties;


 


WHEREAS, concurrently
with the entering into of the Credit Agreement, Holdings, the Borrower and certain Domestic Subsidiaries of the Borrower have entered
into that certain Cash Flow Guarantee and Collateral Agreement (as the same may be amended, supplemented, waived or otherwise modified
from time to time, the “Guarantee and Collateral Agreement”) in favor of JPMorgan, as Collateral Agent and Administrative
Agent for the Lenders from time to time parties to the Credit Agreement;


 


WHEREAS, the Mortgagor
will receive substantial benefit from the execution and performance of the obligations under the Credit Agreement, and is, therefore,
willing to enter into this Mortgage; and


 


WHEREAS, this Mortgage
is given by the Mortgagor in favor of the Mortgagee for the benefit of the Secured Parties to secure the payment and performance
of all of the Obligations (as defined in the Guarantee and Collateral Agreement) of the Mortgagor (such Obligations of the Mortgagor
being hereinafter referred to as the “Obligations”).


 


WITNESSETH:


 


NOW THEREFORE, the
Mortgagor, in consideration of the indebtedness herein recited and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, has irrevocably granted, released, sold, remised, bargained, assigned, pledged, warranted, mortgaged,
transferred and conveyed, and does hereby grant, release, sell, remise, bargain, assign, pledge, warrant, mortgage, transfer and
convey to the Mortgagee, for the benefit of the Secured Parties, and the Mortgagee’s successors and assigns, with the power
of sale (subject to applicable law) a continuing security interest in and to, and lien upon, all of the Mortgagor’s right,
title and interest in and to the following described land, real property interests, buildings, improvements, fixtures and proceeds:


 





 






		3	To be included if Mortgagor is not included in the aforementioned list of entities.



 




     


     


    

 


EXHIBIT C

to

CASH FLOW CREDIT AGREEMENT


 


Page 3



 


(a)          All
that tract or parcel of land and other real property interests in [_____________] County, [______________], as more particularly
described in Exhibit A attached hereto and made a part hereof, together with any greater or additional estate therein as
hereafter may be acquired by the Mortgagor (the “Land”), and all of the Mortgagor’s right, title and interest
in and to rights appurtenant thereto, including, without limitation, mineral rights, air rights, water rights, sewer rights, easement
rights and rights of way;


 


(b)          All
buildings and improvements of every kind and description now or hereafter erected or placed on the Land (the “Improvements”)
and all fixtures now or hereafter owned by the Mortgagor and attached to or installed in and used in connection with the aforesaid
Land and Improvements (collectively, the “Fixtures”) (hereinafter, the Land, the Improvements and the Fixtures
may be collectively referred to as the “Premises”); and


 


(c)          Subject
to the terms of the Guarantee and Collateral Agreement and the Credit Agreement, any and all cash proceeds and noncash proceeds
from the conversion, voluntary or involuntary, of any of the Premises or any portion thereof into cash or liquidated claims, including
(i) proceeds of any insurance, indemnity, warranty, guaranty or claim payable to the Mortgagee or to the Mortgagor from
time to time with respect to any of the Premises, (ii) payments (in any form whatsoever) made or due and payable to the
Mortgagor in connection with any condemnation, seizure or similar proceeding and (iii) other amounts from time to time paid
or payable under or in connection with any of the Premises, including, without limitation, refunds of real estate taxes and assessments,
including interest thereon, but in each case under this clause (c) excluding Excluded Assets (as defined in the Guarantee and Collateral
Agreement).


 


TO HAVE AND HOLD the
same, together with all privileges, hereditaments, easements and appurtenances thereunto belonging, subject to Liens permitted
by the Credit Agreement (including Permitted Liens), to the Mortgagee, for the benefit of the Secured Parties, to secure the Obligations;
provided that, upon (i) the Obligations Satisfaction Date (as defined below) or (ii) the full satisfaction
of the conditions set forth in the Credit Agreement for the release of this Mortgage in accordance with the terms thereof, the
lien and security interest of this Mortgage shall cease, terminate and be void and the Mortgagee or its successor or assign shall
at the cost and expense of the Mortgagor promptly cause a release of this Mortgage to be filed in the appropriate office; and until
the Obligations are fully satisfied, it shall remain in full force and virtue.


 




     


     


    

 


EXHIBIT C

to

CASH FLOW CREDIT AGREEMENT


 


Page 4


 


As additional security
for said Obligations, subject to the Credit Agreement or the Guarantee and Collateral Agreement, as applicable, the Mortgagor hereby
unconditionally assigns to the Mortgagee, for the benefit of the Secured Parties, all the security deposits, rents, issues, profits
and revenues of the Premises from time to time accruing (the “Rents and Profits”), which assignment constitutes
a present, absolute and unconditional assignment and not an assignment for additional security only, reserving only to the Mortgagor
a license to collect and apply the same as the Mortgagor chooses as long as no Event of Default has occurred and is continuing.
Immediately upon the occurrence of and during the continuance of any Event of Default, whether or not legal proceedings have commenced
and without regard to waste, adequacy of security for the Obligations or solvency of the Mortgagor, the license granted in the
immediately preceding sentence shall automatically cease and terminate without any notice by the Mortgagee (such notice being hereby
expressly waived by the Mortgagor to the extent permitted by applicable law), or any action or proceeding or the intervention of
a receiver appointed by a court.


 


As additional collateral
and further security for the Obligations, subject to the Credit Agreement or the Guarantee and Collateral Agreement, as applicable,
the Mortgagor does hereby assign by way of security and grants to the Mortgagee, for the benefit of the Secured Parties, a security
interest in all of the right, title and the interest of the Mortgagor in and to any and all real property leases, rental agreements
and all other occupancy agreements (collectively, the “Leases”) with respect to the Premises or any part thereof,
and the Mortgagor agrees to execute and deliver to the Mortgagee such additional instruments, in form and substance reasonably
satisfactory to the Mortgagee, as may hereafter be reasonably requested by the Mortgagee to evidence and confirm said assignment;
provided, however, that acceptance of any such assignment shall not be construed to impose upon the Mortgagee any
obligation or liability with respect thereto.


 


The Mortgagor covenants,
represents and agrees as follows:


 


		·	Obligations Secured



 


o            Obligations.
The Mortgagee and the Lenders have agreed to establish a secured credit facility in favor of the Borrower pursuant to the terms
of the Credit Agreement. This Mortgage is given to secure the payment and performance by the Mortgagor of the Obligations. [The
maximum amount of the Obligations secured hereby will not exceed $__________, plus, to the extent permitted by applicable law,
collection costs, sums advanced for the payment of taxes, assessments, maintenance and repair charges, insurance premiums and any
other costs incurred to protect the security encumbered hereby or the lien hereof, expenses incurred by the Mortgagee by reason
of any default by the Mortgagor under the terms hereof, together with interest thereon, all of which amounts shall be secured hereby.]4


 


o            [Future]
Advances. This Mortgage is given to secure the Obligations of the Mortgagor and the repayment of the aforesaid obligations
(including, without limitation, the Obligations of the Mortgagor with respect to each advance of any Loan, any renewals or extensions
or modifications thereof upon the same or different terms or at the same or different rate of interest and also to secure all future
advances [and re-advances] thereof that may subsequently be made to the Mortgagor, the Borrower or any other Loan Party by the
Lenders pursuant to the Credit Agreement or any other Loan Document, and all renewals, modifications, replacements and extensions
thereof). The lien of such future advances[ and re-advances] shall relate back to the date of this Mortgage. [Portions of the Loans
represent revolving credit and letter of credit accommodations, all or any part of which may be advanced to or for the benefit
of the Borrower or the Guarantors (as defined in the Guarantee and Collateral Agreement), repaid by the Borrower or the Guarantors
and re-advanced to or for the benefit of the Borrower or the Guarantors from time to time subject to the terms of the Credit Agreement.]
The Mortgagor agrees that if the outstanding balance of any Obligation[ or revolving credit or letter of credit accommodation]
or all of the Loans, principal and interest, is ever repaid to zero, the lien of this Mortgage shall not be or be deemed released
or extinguished by operation of law or implied intent of the parties. This Mortgage shall remain in full force and effect as to
any further advances made under the Credit Agreement or any Hedging Agreement (as defined in the Guarantee and Collateral Agreement),
Bank Products Agreement (as defined in the Guarantee and Collateral Agreement) or Management Guarantee (as defined in the Credit
Agreement) (entered into with any Bank Products Provider (as defined in the Guarantee and Collateral Agreement), Hedging Provider
(as defined in the Guarantee and Collateral Agreement) or Management Credit Provider (as defined in the Guarantee and Collateral
Agreement), as applicable), after any such zero balance until such time as the Loans and the other Obligations (other than any
Obligations owing to a Non-Lender Secured Party in respect of the provision of cash management services) then due and owing shall
have been paid in full[, the Commitments have been terminated and no Letters of Credit shall be outstanding (except for Letters
of Credit that have been cash collateralized in a manner satisfactory to the applicable issuing lender)] (the date upon which all
of such events have occurred, the “Obligations Satisfaction Date”) or this Mortgage has been cancelled or released
of record in accordance with the requirements of the Credit Agreement, and the Mortgagor waives, to the fullest extent permitted
by applicable law, the operation of any applicable statute, case law or regulation having a contrary effect.


 





 






		4	To be included in states that impose mortgage recording tax and subject to applicable laws.



 




     


     


    

 


EXHIBIT C

to

CASH FLOW CREDIT AGREEMENT


 


Page 5



 


		·	Mortgagor’s Covenants, Representations and Agreements



 


o            Title
to Property. The Mortgagor hereby represents and warrants to the Mortgagee and each other Secured Party that the representations
and warranties set forth in Section 5 of the Credit Agreement as they relate to the Mortgagor or to the Loan Documents to
which the Mortgagor is a party, each of which representations and warranties is hereby incorporated herein by reference, are true
and correct in all material respects, and the Mortgagee and each other Secured Party shall be entitled to rely on each of such
representations and warranties as if fully set forth herein; provided that each reference in each such representation and
warranty to the Borrower’s knowledge shall, for the purposes of this Section 2.1, be deemed to be a reference to the
Mortgagor’s knowledge.


 


o            Taxes
and Fees; Maintenance of Premises. The Mortgagor agrees to comply with Subsections 7.3, 7.5(a)(i) and 11.5
of the Credit Agreement, in each case in accordance with and to the extent provided therein.


 


o            Reimbursement.
The Mortgagor agrees to comply with Subsection 7.5(b)(iii) of the Credit Agreement in accordance with and to the extent
provided therein.


 


o            Additional
Documents. The Mortgagor agrees to take any and all actions reasonably required to create and maintain the Lien of this Mortgage
as against the Premises, and to protect and preserve the validity thereof, in each case in accordance with and to the extent provided
in Subsection 7.9(d) of the Credit Agreement.


 


o            Restrictions
on Sale or Encumbrance. The Mortgagor agrees to comply with Subsections 8.1, 8.3, 8.4, 8.5[ and][,]
8.6 [and 8.7]5 of the Credit Agreement,
in each case in accordance with and to the extent provided therein.


 





 






		5	To be included only if the Mortgagor is the Borrower.



 




     


     


    

 


EXHIBIT C

to

CASH FLOW CREDIT AGREEMENT


 


Page 6



 


o            Fees
and Expenses. The Mortgagor will promptly pay upon demand any and all reasonable costs and expenses of the Mortgagee, including,
without limitation, reasonable attorneys’ fees actually incurred by the Mortgagee, to the extent required under the Credit
Agreement.


 


o            Insurance.


 


		·	Types Required. The Mortgagor shall maintain insurance for the Premises as set forth in Subsections
7.5(a)(ii) through 7.5(a)(vi) of the Credit Agreement to the extent applicable.



 


		·	Insurance Generally. The Mortgagor agrees to comply with Subsection 7.5(b)(ii) of the
Credit Agreement in accordance with and to the extent provided therein.



 


		·	Use of Proceeds. Insurance proceeds shall be applied or disbursed as set forth in Subsection
7.5 or Subsection 10.14 of the Credit Agreement to the extent and as applicable.



 


o            Eminent
Domain. All proceeds or awards relating to condemnation or other taking of the Premises pursuant to the power of eminent domain
shall be applied pursuant to Subsection 7.5 of the Credit Agreement to the extent and as applicable.


 


o            Releases
and Waivers. The Mortgagor agrees that no release by the Mortgagee of any portion of the Premises, the Rents and Profits or
the Leases, no subordination of lien, no forbearance on the part of the Mortgagee to collect on any Obligations, Loans, or any
part thereof, no waiver of any right granted or remedy available to the Mortgagee and no action taken or not taken by the Mortgagee
shall, except to the extent expressly released, in any way have the effect of releasing the Mortgagor from full responsibility
to the Mortgagee for the complete discharge of each and every of the Mortgagor’s obligations hereunder.


 


o            Compliance
with Law. The Mortgagor agrees to comply with Subsections 7.4 and 7.8 of the Credit Agreement, in each case in
accordance with and to the extent provided therein.


 


o            Inspection.
The Mortgagor agrees to comply with Subsection 7.6 of the Credit Agreement in accordance with and to the extent provided
therein.


 


o            Security
Agreement.


 


§          This
Mortgage is hereby made and declared to be a security agreement encumbering the Fixtures, and the Mortgagor grants to the Mortgagee,
for the benefit of the Secured Parties, a security interest in the Fixtures. The Mortgagor grants to the Mortgagee, for the benefit
of the Secured Parties, all of the rights and remedies of a secured party under the laws of the state in which the Premises are
located. A financing statement or statements reciting this Mortgage to be a security agreement with respect to the Fixtures may
be appropriately filed by the Mortgagee.


 




     


     


    

 


EXHIBIT C

to

CASH FLOW CREDIT AGREEMENT


 


Page 7



 


§          This
Mortgage constitutes a fixture filing and financing statement as those terms are used in the Uniform Commercial Code of the State
of New York or, if the creation, perfection or enforcement of any security interest herein is governed by the laws of a state other
than the State of New York, then, as to the matter in question, the Uniform Commercial Code in effect in that state (collectively,
the “UCC”). The Mortgagor warrants that, as of the date hereof, the name and address of the “Debtor” (which
is the Mortgagor) are as set forth in the preamble of this Mortgage and a statement indicating the types, or describing the items,
of collateral is set forth hereinabove. The Mortgagor warrants that the Mortgagor’s exact legal name is correctly set forth
in the preamble of this Mortgage. The Mortgagee shall be deemed to be the “Secured Party” with the address as set forth
in the preamble of this Mortgage and shall have the rights of a secured party under the UCC.


 


§          This
Mortgage will be filed in the real property records.


 


§          As
of the date hereof, the Mortgagor is a [______________] organized under the laws of the State of [______________], and the Mortgagor’s
organizational identification number is [______________]6.


 


o            Mortgage
Recording Tax. The Mortgagor shall pay upon the recording hereof any and all mortgage recording taxes or any such similar fees
and expenses due and payable to record this Mortgage in the appropriate records of the county in which the Premises is located.


 


		·	Events of Default



 


An Event of Default
shall exist and be continuing under the terms of this Mortgage upon the existence and during the continuance of an Event of Default
under the terms of the Credit Agreement.


  





 



6
Local counsel to advise if bracketed text is required.


 




     


     


    

 


EXHIBIT C

to

CASH FLOW CREDIT AGREEMENT


 


Page 8



 


		·	Foreclosure



 


o            Acceleration
of Obligations; Foreclosure. Upon the occurrence and during the continuance of an Event of Default, the entire balance of the
Obligations, including all accrued interest, shall become due and payable to the extent such amounts become due and payable under
the Credit Agreement. Provided an Event of Default has occurred and is continuing, upon failure to pay the Obligations or reimburse
any other amounts due under the Loan Documents in full at any stated or accelerated maturity and in addition to all other remedies
available to the Mortgagee at law or in equity, the Mortgagee may foreclose the lien of this Mortgage by judicial or non-judicial
proceeding in a manner permitted by applicable law. The Mortgagor hereby waives, to the fullest extent permitted by law, any statutory
right of redemption in connection with such foreclosure proceeding. At any foreclosure sale by virtue of any judicial proceedings,
power of sale, or any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass
to the purchaser thereof, and to the fullest extent permitted by law, the Mortgagor shall be completely and irrevocably divested
of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in
and to the property sold and such sale shall be a perpetual bar both at law and in equity against the Mortgagor, and against all
other Persons claiming or seeking to claim the property sold or any part thereof, by, through or under the Mortgagor. The Mortgagee
or any of the Secured Parties may be a purchaser at such sale and if the Mortgagee is the highest bidder, subject to the terms
of any applicable Intercreditor Agreement (as defined in the Guarantee and Collateral Agreement), the Mortgagee shall credit the
portion of the purchase price that would be distributed to the Mortgagee against the indebtedness in lieu of paying cash. In the
event this Mortgage is foreclosed by judicial action, appraisement of the Premises is waived to the extent permitted by applicable
law. With respect to any notices required or permitted under the UCC to the extent applicable, the Mortgagor agrees that ten (10)
days’ prior written notice shall be deemed commercially reasonable.


 


o            Proceeds
of Sale. The proceeds of any foreclosure sale of the Premises, or any part thereof, will be distributed and applied in accordance
with the terms and conditions of the Credit Agreement and any applicable Intercreditor Agreement (subject to any applicable provisions
of applicable law).


 


		·	Additional Rights and Remedies of the Mortgagee



 


o            Rights
Upon an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Mortgagee, immediately
and without additional notice and without liability therefor to the Mortgagor, except for gross negligence, willful misconduct,
bad faith or unlawful conduct, may do or cause to be done any or all of the following to the extent permitted by applicable law,
and subject to the terms of any applicable Intercreditor Agreement: (a) enter the Premises and take exclusive physical
possession thereof; (b) invoke any legal remedies to dispossess the Mortgagor if the Mortgagor remains in possession
of the Premises without the Mortgagee’s prior written consent; (c) exercise its right to collect the Rents and Profits;
(d) generally, supervise, manage and contract with reference to the Premises as if the Mortgagee were equitable owner of
the Premises, hold, lease, develop, operate or otherwise use the Premises or any part thereof upon such terms and conditions as
the Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking
other actions, from time to time, as the Mortgagee deems necessary or desirable), and apply all rents and other amounts collected
by the Mortgagee in connection therewith in accordance with the provisions hereof; (e) enter into contracts for the
completion, repair and maintenance of the Improvements thereon; (f) institute proceedings for the complete foreclosure of
the Mortgage, either by judicial action or by power of sale, in which case the Premises may be sold for cash or credit in one or
more parcels; (g) expend Loan funds and any rents, income and profits derived from the Premises for the payment of
any taxes, insurance premiums, assessments and charges for completion, repair and maintenance of the Improvements, preservation
of the Lien of this Mortgage and satisfaction and fulfillment of any liabilities or obligations of the Mortgagor arising out of
or in any way connected with the Premises whether or not such liabilities and obligations in any way affect, or may affect, the
Lien of this Mortgage; (h) take such steps to protect and enforce the specific performance of any covenant, condition or
agreement in this Mortgage, the Credit Agreement or the other Loan Documents, or to aid the execution of any power herein granted;
and (i) exercise all other rights, remedies and recourses granted under the Loan Documents or otherwise available at law
or in equity. The Mortgagor also agrees that any of the foregoing rights and remedies of the Mortgagee may be exercised at any
time during the continuance of an Event of Default independently of the exercise of any other such rights and remedies, and the
Mortgagee may continue to exercise any or all such rights and remedies until (i) the Event of Default is cured, (ii)
foreclosure and the conveyance of the Premises to the high bidder, or (iii) the outstanding principal amount of the Loans,
accrued and unpaid interest thereon (if any), and any other amounts then due and owing under the Credit Agreement and any other
Loan Document to the Lenders or the Mortgagee are paid in full.


 




     


     


    

 


EXHIBIT C

to

CASH FLOW CREDIT AGREEMENT


 


Page 9



 


o            Appointment
of Receiver. Upon the occurrence and during the continuance of an Event of Default, subject to the terms of any applicable
Intercreditor Agreement, the Mortgagee shall be entitled, without additional notice and without regard to the adequacy of any security
for the Obligations secured hereby, whether the same shall then be occupied as a homestead or not, or the solvency of any party
bound for its payment, to make application for the appointment of a receiver to take possession of and to operate the Premises,
and to collect the rents, issues, profits, and income thereof, all expenses of which shall be added to the Obligations and secured
hereby. The receiver shall have all the rights and powers provided for under the laws of the state in which the Premises are located,
including without limitation, the power to execute leases, and the power to collect the rents, sales proceeds, issues, profits
and proceeds of the Premises during the pendency of such foreclosure suit, as well as during any further times when the Mortgagor,
its successors or assigns, except for the intervention of such receiver, would be entitled to collect such rents, sales proceeds,
issues, proceeds and profits, and all other powers which may be necessary or are usual in such cases for the protection, possession,
control, management and operation of the Premises during the whole of said period. Receiver’s fees, reasonable attorneys’
fees and costs incurred in connection with the appointment of a receiver pursuant to this Section 5.2 shall be secured by
this Mortgage. Notwithstanding the appointment of any receiver, trustee or other custodian, subject to any applicable Intercreditor
Agreement, the Mortgagee shall be entitled to retain possession and control of any cash or other instruments at the time held by
or payable or deliverable under the terms of the Mortgage to the Mortgagee to the fullest extent permitted by law.


 


o            Waivers.
No waiver of a prior Event of Default shall operate to waive any subsequent Event(s) of Default. All remedies provided in this
Mortgage, the Credit Agreement or any of the other Loan Documents are cumulative and may, at the election of the Mortgagee, be
exercised alternatively, successively, or in any manner and are in addition to any other rights provided by law.


 




     


     


    

 


EXHIBIT C

to

CASH FLOW CREDIT AGREEMENT


 


Page 10



 


o            Delivery
of Possession After Foreclosure. In the event there is a foreclosure sale hereunder and at the time of such sale, the Mortgagor
or the Mortgagor’s successors or assigns are occupying or using the Premises, or any part thereof, each and all immediately
shall become the tenant of the purchaser at such sale, which tenancy shall be a tenancy from day to day, terminable at the will
of either landlord or tenant, at a reasonable rental per day based upon the value of the property occupied, such rental to be due
daily to the purchaser; and to the extent permitted by applicable law, the purchaser at such sale, notwithstanding any language
herein apparently to the contrary, shall have the sole option to demand possession immediately following the sale or to permit
the occupants to remain as tenants at will. In the event the tenant fails to surrender possession of said property upon demand,
the purchaser shall be entitled to institute and maintain a summary action for possession of the property (such as an action for
forcible detainer) in any court having jurisdiction.


 


o            Marshalling.
The Mortgagor hereby waives, in the event of foreclosure of this Mortgage or the enforcement by the Mortgagee of any other rights
and remedies hereunder, any right otherwise available in respect to marshalling of assets which secure any Loan and any other indebtedness
secured hereby or to require the Mortgagee to pursue its remedies against any other such assets.


 


o            Protection
of Premises. Upon the occurrence and during the continuance of an Event of Default, the Mortgagee may take such actions, including,
but not limited to disbursements of such sums, as the Mortgagee in its sole but reasonable discretion deems necessary to protect
the Mortgagee’s interest in the Premises.


 


		·	General Conditions



 


o            Terms.
Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.
The singular used herein shall be deemed to include the plural; the masculine deemed to include the feminine and neuter; and the
named parties deemed to include their successors and assigns to the extent permitted under the Credit Agreement. The term “Mortgagee”
shall include the Collateral Agent on the date hereof and any successor Collateral Agent under the Loan Documents. The word “person”
shall include any individual, partnership, corporation, limited liability company, business trust, joint stock company, trust,
unincorporated association, joint venture, Governmental Authority or other entity of whatever nature, and the word “Premises”
shall include any portion of the Premises or interest therein. The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase without limitation.


 


o            Notices.
All notices, requests and other communications shall be given in accordance with Subsection 11.2 of the Credit Agreement.


 


o            Severability.
If any provision of this Mortgage is determined to be illegal, invalid or unenforceable, such provision shall be fully severable
and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal,
invalid or unenforceable provisions.


 




     


     


    

 


EXHIBIT C

to

CASH FLOW CREDIT AGREEMENT


 


Page 11



 


o            Headings.
The captions and headings herein are inserted only as a matter of convenience and for reference and in no way define, limit, or
describe the scope of this Mortgage nor the intent of any provision hereof.


 


o            Intercreditor
Agreements. Notwithstanding anything to the contrary contained herein, the lien and security interest granted to the Mortgagee
pursuant to this Mortgage and the exercise of any right or remedy by the Mortgagee hereunder are subject to the provisions of any
applicable Intercreditor Agreement. The Mortgagee acknowledges and agrees that the relative priority of the Liens granted to the
Mortgagee, any Agent and any Additional Agent (as such terms are defined in the applicable Intercreditor Agreements) shall be determined
solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise.


 


o            Conflicting
Terms.


 


§          In
the event of any conflict between the terms of this Mortgage and any applicable Intercreditor Agreement, (i) the terms of
the ABL/Cash Flow Intercreditor Agreement (as defined in the Guarantee and Collateral Agreement) shall govern and control any conflict
between the Mortgagee, the Agent and/or any Additional Agent and (ii) the terms of any Other Intercreditor Agreement (as
defined in the Credit Agreement) shall govern and control any conflict between the Mortgagee and any other party to such Other
Intercreditor Agreement, in each case other than with respect to Section 6.7 of this Mortgage. In the event of any such
conflict, the Mortgagor may act (or omit to act) in accordance with any of the applicable Intercreditor Agreements, and shall not
be in breach, violation or default of its obligations hereunder by reason of doing so.


 


§          In
the event of any conflict between the terms and provisions of the Credit Agreement and the terms and provisions of this Mortgage,
the terms and provisions of the Credit Agreement shall control and supersede the provisions of this Mortgage with respect to such
conflicts other than with respect to Section 6.7 of this Mortgage.


 


o            Governing
Law. This Mortgage shall be governed by and construed in accordance with the internal law of the state in which the Premises
are located.


 


o            Application
of the Foreclosure Law. If any provision in this Mortgage shall be inconsistent with any provision of the foreclosure laws
of the state in which the Premises are located, the provisions of such laws shall take precedence over the provisions of this Mortgage,
but shall not invalidate or render unenforceable any other provision of this Mortgage that can be construed in a manner consistent
with such laws.


 


o            Written
Agreement. This Mortgage may not be amended, supplemented or otherwise modified except in accordance with Subsection 11.1
of the Credit Agreement. For the avoidance of doubt, it is understood and agreed that any amendment, amendment and restatement,
waiver, supplement or other modification of or to the ABL/Cash Flow Intercreditor Agreement that would have the effect, directly
or indirectly, through any reference herein to the ABL/Cash Flow Intercreditor Agreement or otherwise, of waiving, amending, supplementing
or otherwise modifying this Mortgage, or any term or provision hereof, or any right or obligation of the Mortgagor hereunder or
in respect hereof, shall not be given such effect except pursuant to a written instrument executed by the Mortgagor and the Mortgagee
in accordance with this Section 6.9.


 




     


     


    

 


EXHIBIT C

to

CASH FLOW CREDIT AGREEMENT


 


Page 12



 


o            Waiver
of Jury Trial. Subsection 11.15 of the Credit Agreement is hereby incorporated by reference.


 


o            Request
for Notice. The Mortgagor requests that a copy of any statutory notice of default and a copy of any statutory notice of sale
hereunder be mailed to the Mortgagor in accordance with the requirements in Section 6.2 of this Mortgage.


 


o            Counterparts.
This Mortgage may be executed by one or more of the parties on any number of separate counterparts, and all of such counterparts
taken together shall be deemed to constitute one and the same instrument.


 


o            Release.
If any of the Premises shall be sold, transferred or otherwise disposed of by the Mortgagor in a transaction permitted by the Credit
Agreement, then the Mortgagee, at the request and at the sole cost and expense of the Mortgagor, shall execute and deliver to the
Mortgagor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on the
Premises. The Mortgagor shall deliver to the Mortgagee prior to the date of the proposed release, a written request for release.


 


o            [Last
Dollars Secured; Priority. This Mortgage secures only a portion of the Obligations owing or which may become owing by the Mortgagor
to the Secured Parties. The parties agree that any payments or repayments of such Obligations shall be and be deemed to be applied
first to the portion of the Obligations that is not secured hereby, it being the parties’ intent that the portion of the
Obligations last remaining unpaid shall be secured hereby. If at any time this Mortgage shall secure less than all of the principal
amount of the Obligations, it is expressly agreed that any repayments of the principal amount of the Obligations shall not reduce
the amount of the lien of this Mortgage until the lien amount shall equal the principal amount of the Obligations outstanding.]7


 


o            State
Specific Provisions. In the event of any inconsistencies between this Section 6.15 and any of the other terms and provisions
of this Mortgage, the terms and provisions of this Section 6.15 shall control and be binding.


 


§          [________________]


 


§          [________________]


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 





 






		7	To be included in mortgages for states with a mortgage recording tax, to the extent required.



 




     


     


    

 


EXHIBIT C

to

CASH FLOW CREDIT AGREEMENT


 


Page 13



 


IN WITNESS WHEREOF,
the Mortgagor has executed this Mortgage as of the above written date.


 





	 	MORTGAGOR:
	 	 
	 	[____________________]


 


	 	By:	 





	 	Name:	 
	 	Title:	 


  


[ADD STATE NOTARY FORM FOR MORTGAGOR]8


 





 






		8	Local counsel to confirm signature page and notary block which are acceptable for recording in
the jurisdiction.



 




     


     


    

 


EXHIBIT C

to

CASH FLOW CREDIT AGREEMENT


 


Page 14



 


Exhibit A


 


Legal Description


 


[To be Attached.]


 




     


     


    

 


EXHIBIT D-1

to

CASH FLOW CREDIT AGREEMENT


 


FORM OF U.S. TAX COMPLIANCE CERTIFICATE9


 


Reference is made to
the Loan(s) held by the undersigned pursuant to the Cash Flow Credit Agreement (as the same may be amended, supplemented, waived
or otherwise modified from time to time, the “Credit Agreement”), dated as of April 12, 2018, among PISCES MIDCO,
INC., a Delaware corporation (together with its successors and assigns, the “Borrower”), the several banks and
other financial institutions from time to time party thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A.,
as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and as collateral agent
for the Secured Parties. Unless otherwise defined herein, capitalized terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement. The undersigned hereby certifies under penalty of perjury that:


 


		1.	The undersigned is the
sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) registered in its name;



 


		2.	The income from the Loan(s)
held by the undersigned is not effectively connected with the conduct of a trade or business within the United States;



 


		3.	The undersigned is not
a bank (as such term is used in Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”));



 


		4.	The undersigned is not
a 10-percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code; and



 


		5.	The undersigned is not
a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of
the Code.



 


The undersigned has furnished
the Borrower and the Administrative Agent with a certificate of the undersigned’s non-U.S. person status on Internal Revenue
Service Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this
certificate changes, the undersigned shall so inform the Borrower and the Administrative Agent in writing within thirty days of
such change and (2) the undersigned shall furnish the Borrower and the Administrative Agent, a properly completed and currently
effective certificate in either the calendar year in which payment is to be made to the undersigned pursuant to the Credit Agreement,
or in either of the two calendar years preceding such payment.


 





 






		9	To be completed by a Foreign Lender that is not a non-U.S. intermediary or flow-through
entity for U.S. federal income tax purposes.



 




     


     


    

 


EXHIBIT D-1

to

CASH FLOW CREDIT AGREEMENT


 


Page 2


 


	 	[NAME OF LENDER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[Address]


 


Dated: __________, 20__


 




     


     


    

 


EXHIBIT D-2

to

CASH FLOW CREDIT AGREEMENT


 


FORM OF U.S. TAX COMPLIANCE CERTIFICATE10


 


Reference is made to
the Loan(s) held by the undersigned pursuant to the Cash Flow Credit Agreement (as the same may be amended, supplemented, waived
or otherwise modified from time to time, the “Credit Agreement”), dated as of April 12, 2018, among PISCES MIDCO,
INC., a Delaware corporation (together with its successors and assigns, the “Borrower”), the several banks and
other financial institutions from time to time party thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A.,
as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and as collateral agent
for the Secured Parties. Unless otherwise defined herein, capitalized terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement. The undersigned hereby certifies under penalty of perjury that:


 


		1.	The undersigned is the
sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) registered in its name, and its direct or indirect
partners or members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s));



 


		2.	The income from the Loan(s)
held by the undersigned is not effectively connected with the conduct of a trade or business within the United States of the undersigned
or of any of its direct or indirect partners or members that is claiming the portfolio interest exemption;



 


		3.	Neither the undersigned
nor any of its direct or indirect partners or members that is claiming the portfolio interest exemption is a bank (as such term
is used in Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code));



 


		4.	None of the direct or
indirect partners or members of the undersigned that is claiming the portfolio interest exemption is a 10-percent shareholder
of the Borrower within the meaning of Section 881(c)(3)(B) of the Code; and



 


		5.	None of the direct or
indirect partners or members of the undersigned that is claiming the portfolio interest exemption is a controlled foreign corporation
receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code.



 


The undersigned has
furnished the Borrower and the Administrative Agent with a certificate of the undersigned’s non-U.S. person status on Internal
Revenue Service Form W-8IMY accompanied by one of the following forms from each of its partners or members that is claiming the
portfolio interest exemption: (i) an Internal Revenue Service Form W-8BEN-E or (ii) an Internal Revenue Service Form
W-8IMY accompanied by an Internal Revenue Service Form W-8BEN-E from each of such partner’s or member’s beneficial
owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1)
if the information provided on this certificate changes, the undersigned shall so inform the Borrower and the Administrative Agent
in writing within thirty days of such change and (2) the undersigned shall furnish the Borrower and the Administrative Agent
a properly completed and currently effective certificate in either the calendar year in which a payment is to be made to the undersigned
pursuant to the Credit Agreement, or in either of the two calendar years preceding such payment.


 





 






		10	To be completed by a Foreign Lender that is a non-U.S.
intermediary or flow-through entity for U.S. federal income tax purposes.



 




     


     


    

 


EXHIBIT D-2

to

CASH FLOW CREDIT AGREEMENT


 


Page 2


 


	 	[NAME OF LENDER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[Address]


 


Dated: __________, 20__


 




     


     


    

  


EXHIBIT E

to

CASH FLOW CREDIT AGREEMENT


 


FORM OF ASSIGNMENT AND ACCEPTANCE


 


Reference is made to
the Cash Flow Credit Agreement (as the same may be amended, supplemented, waived or otherwise modified from time to time, the “Credit
Agreement”), dated as of April 12, 2018, among PISCES MIDCO, INC., a Delaware corporation (together with its successors
and assigns, the “Borrower”), the several banks and other financial institutions from time to time party thereto
(the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative
Agent”) for the Lenders and as collateral agent for the Secured Parties. Unless otherwise defined herein, capitalized
terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


___________________________
(the “Assignor”) and _________________ (the “Assignee”) agree as follows:


 


1.           The
Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably
purchases and assumes from the Assignor without recourse to the Assignor, as of the Transfer Effective Date (as defined below),
an interest (the “Assigned Interest”) as set forth in Schedule 1 in and to the Assignor’s rights
and obligations under the Credit Agreement and the other Loan Documents with respect to those credit facilities provided for in
the Credit Agreement as are set forth on Schedule 1 (individually, an “Assigned Facility”; collectively,
the “Assigned Facilities”), in a principal amount for each Assigned Facility as set forth on Schedule 1.


 


2.           The
Assignor (a) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties
or representations made in or in connection with the Credit Agreement, any other Loan Document or any other instrument or document
furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that it is the legal
and beneficial owner of the Assigned Interest and that it has not created any adverse claim upon the interest being assigned by
it hereunder and that such interest is free and clear of any adverse claim; (b) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the Borrower or any of its Subsidiaries or any other obligor
or the performance or observance by the Borrower, any of its Subsidiaries or any other obligor of any of their respective obligations
under the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; [and]
(c) attaches the Note(s), if any, held by it evidencing the Assigned Facilities [and requests that the Administrative Agent
exchange such Note(s) for a new Note or Notes payable to the Assignee and (if the Assignor has retained any interest in the Assigned
Facilities) a new Note or Notes payable to the Assignor in the respective amounts which reflect the assignment being made hereby
(and after giving effect to any other assignments which have become effective on the Transfer Effective Date)]11
[and (d) if the Assignee is an Affiliate of the Assignor, the Assignor represents and warrants that the Assignor is not
assigning the Assigned Interest to the Assignee in connection with or in contemplation of the sale or other disposition of the
Assignor’s interest in the Assignee]12.


 





 






		11	Should only be included when specifically required by the Assignee and/or the Assignor, as the
case may be.



 


		12	To be included if the Assignee is an Affiliate of the Assignor in order for Borrower’s consent
not to be required for such assignment.



 




     


     


    

 


EXHIBIT E

to

CASH FLOW CREDIT AGREEMENT


 


Page 2


 


3.           The
Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (b)
confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Subsections
5.1 and 7.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis
and decision to enter into this Assignment and Acceptance; (c) agrees that it will, independently and without reliance upon
the Assignor, any Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Loan Documents or
any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes each applicable Agent
to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan
Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent
by the terms thereof, together with such powers as are incidental thereto; (e) hereby affirms the acknowledgements and representations
of such Assignee as a Lender contained in Subsection 10.5 of the Credit Agreement; (f) agrees that it will be bound
by the provisions of the Credit Agreement and will perform in accordance with the terms of the Credit Agreement all the obligations
which by the terms of the Credit Agreement are required to be performed by it as a Lender, including its obligations pursuant to
Subsection 11.16 of the Credit Agreement, and, if it is organized under the laws of a jurisdiction outside the United States,
its obligations pursuant to Subsection 4.11(b) of the Credit Agreement; and (g) represents and warrants that it meets
all the requirements to be an assignee under the assignment provisions of the Credit Agreement and is not a Defaulting Lender.


 


4.           The
effective date of this Assignment and Acceptance shall be [___________], [_______] (the “Transfer Effective Date”).
Following the execution of this Assignment and Acceptance, it will be delivered to the Administrative Agent for acceptance by it
and recording by the Administrative Agent pursuant to Subsection 11.6 of the Credit Agreement, effective as of the Transfer
Effective Date (which shall not, unless otherwise agreed to by the Administrative Agent, be earlier than five Business Days after
the date of such acceptance and recording by the Administrative Agent).


 


5.           Upon
such acceptance and recording, from and after the Transfer Effective Date, the Administrative Agent shall make all payments in
respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee whether such
amounts have accrued prior to the Transfer Effective Date or accrued subsequent to the Transfer Effective Date. The Assignor and
the Assignee shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Transfer Effective
Date or with respect to the making of this assignment directly between themselves.


 


6.           From
and after the Transfer Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent provided
in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and under the other Loan Documents and
shall be bound by the provisions thereof and (b) the Assignor shall, to the extent provided in this Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Credit Agreement, but shall nevertheless continue to be entitled
to the benefits of (and bound by related obligations under) Subsections 4.10, 4.11, 4.12, 4.13
and 11.5 thereof.


 




     


     


    

 


EXHIBIT E

to

CASH FLOW CREDIT AGREEMENT


 


Page 3



 


7.           Notwithstanding
any other provision hereof, if the consents of the Borrower and the Administrative Agent hereto are required under Subsection
11.6 of the Credit Agreement, this Assignment and Acceptance shall not be effective unless such consents shall have been obtained.


 


8.           THIS
ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED, IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY
APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.


 


IN WITNESS WHEREOF, the
parties hereto have caused this Assignment and Acceptance to be executed as of the date first above written by their respective
duly authorized officers on Schedule 1 hereto.


 




     


     


    

 


SCHEDULE 1

to

EXHIBIT E


 


ASSIGNMENT AND ACCEPTANCE


 


Re: Cash Flow Credit
Agreement (as the same may be amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”),
dated as of April 12, 2018, among PISCES MIDCO, INC., a Delaware corporation (together with its successors and assigns, the “Borrower”),
the several banks and other financial institutions from time to time party thereto (the “Lenders”) and JPMORGAN
CHASE BANK, N.A., as administrative agent for the Lenders and as collateral agent for the Secured Parties (as defined therein).


 


Name of Assignor:


 


Name of Assignee:


 


Transfer Effective Date of Assignment:


 


	Assigned Facility	 	
        Aggregate Amount of 

        Commitment/Loans under

        Assigned Facility for Assignor
	 	Amount of Commitment/Loans 

Assigned
	 	 	 	 	 
	 	 	[$][C$][€]__________	 	[$][C$][€]___________


 


	[NAME OF ASSIGNEE]	 	[NAME OF ASSIGNOR]
	 	 	 	 	 
	By: 	 	 	By:	 
	 	Name:	 	 	Name:
	 	Title:	 	 	Title:


 




     


     


    

 


SCHEDULE 1

to

EXHIBIT E


 


Page 2


 


	Accepted for recording in the Register:	 	Consented To:
	 	 	 	 
	JPMORGAN CHASE BANK, N.A.,

as Administrative Agent	 	[PISCES MIDCO, INC. 
	 	 	 	 
	By:	               	 	By: 	           
	 	Name:	 	 	Name:
	 	Title:	 	 	Title:]13
	 	 	 	 	 
	 	 	 	[JPMORGAN CHASE BANK, N.A.,

as Administrative Agent
	 	 	 	 
	 	 	 	By: 	 
	 	 	 	 	Name:
	 	 	 	 	Title:]14
	 	 	 	 	 
	 	 	 	[JPMORGAN CHASE BANK, N.A.,

as Swing Line Lender
	 	 	 	 
	 	 	 	By: 	 
	 	 	 	 	Name:
	 	 	 	 	Title:]15
	 	 	 	 	 
	 	 	 	[[NAME OF ISSUING BANK],

as Issuing Bank
	 	 	 	 
	 	 	 	By: 	 
	 	 	 	 	Name:
	 	 	 	 	Title:]16


 





 






		13	Insert only as required by Subsection 11.6 of the Credit Agreement.



 


		14	Insert only as required by Subsection 11.6 of the Credit Agreement.



 


		15	Insert only as required by Subsection 11.6 of the Credit Agreement.



 


		16	Insert only as required by Subsection 11.6 of the Credit Agreement.



 




     


     


    

 


EXHIBIT F

to

CASH FLOW CREDIT AGREEMENT


 


FORM OF SECRETARY’S CERTIFICATE


 


[___________, 2018]


 


Reference is hereby made
to (i) that certain cash flow credit agreement, dated as of April 12, 2018 (as the same may be amended, supplemented, waived
or otherwise modified from time to time, the “Cash Flow Credit Agreement”), among PISCES MIDCO, INC., a Delaware
corporation (together with its successors and assigns, the “Borrower”), the several banks and other financial
institutions from time to time party thereto (the “Cash Flow Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative
agent for the Cash Flow Lenders and as collateral agent for the Secured Parties (as defined therein), (ii) that certain
asset-based credit agreement, dated as of April 12, 2018 (as the same may be amended, supplemented, waived or otherwise modified
from time to time, the “ABL Credit Agreement”), among the Borrower, the Canadian Borrowers (as defined therein)
from time to time party thereto, the U.S. Subsidiary Borrowers (as defined therein) from time to time party thereto, the several
banks and other financial institutions from time to time party thereto (“ABL Lenders”) and UBS AG, STAMFORD
BRANCH, as administrative agent for the ABL Lenders, as collateral agent for the Secured Parties (as defined therein), as swingline
lender and as an issuing lender and (iii) that certain Purchase Agreement, dated as of March 29, 2018 (the “Purchase
Agreement”), among the Borrower and DEUTSCHE BANK SECURITIES INC., J.P. MORGAN SECURITIES LLC and UBS SECURITIES LLC,
each acting for itself and as the representatives of the initial purchasers named in Schedule I thereto (the “Initial
Purchasers”), providing for, among other things, the sale of 8.00% Senior Notes due 2026 by the Borrower to the Initial
Purchasers (the Cash Flow Credit Agreement, the ABL Credit Agreement and the Purchase Agreement, together with the other Loan Documents
(as defined in each of the Cash Flow Credit Agreement and the ABL Credit Agreement) and the Operative Documents (as defined in
the Purchase Agreement) delivered by or on the date hereof in connection with the Cash Flow Credit Agreement, the ABL Credit Agreement
and the Purchase Agreement, as applicable, the “Transaction Documents”).


 


The undersigned, [__],
[__] of the [managing member of] [general partner of] [__] (the “Company”), certifies solely on behalf of [__],
in [his][her] capacity as [__] and not individually, as follows:


 


(a)          Attached
hereto as Annex 1 is a true, correct and complete copy of the certificate of [incorporation][formation][limited partnership][other
charter document] of the Borrower, as amended through the date hereof (the “Charter”), as certified by the [Secretary
of State] [similar body] of the [State] [other jurisdiction] of [__]. The Charter is in full force and effect on the date hereof,
has not been amended or cancelled and[, with the exception of proceedings relating to the [Atlas Merger][Pisces Merger] (as defined
in each of the Cash Flow Credit Agreement and the ABL Credit Agreement),] no amendment to the Charter is pending or proposed. To
the best of the undersigned’s knowledge, no steps have been taken and no proceedings are pending for the merger, consolidation,
conversion, dissolution, termination or liquidation of the Borrower and no such proceedings are threatened or contemplated[, with
the exception of proceedings relating to the [Atlas Merger][Pisces Merger] (as defined in each of the Cash Flow Credit Agreement
and the ABL Credit Agreement)].


 


(b)          [Attached
hereto as Annex 2 is a true, correct and complete copy of the [bylaws] [limited liability company agreement] [limited partnership
agreement] [other operating agreement] of the Company, as amended through the date hereof (the “Operating Agreement”)
as in effect at all times since the adoption thereof to and including the date hereof. Such Operating Agreement has not been amended,
repealed, modified, superseded, revoked or restated, and such Operating Agreement is in full force and effect on the date hereof
and no amendment to the Operating Agreement is pending.]


 




     


     


    

 


EXHIBIT F

to

CASH FLOW CREDIT AGREEMENT


 


Page 2


 


(c)          Attached
hereto as Annex [2][3] is a true, correct and complete copy of the [[unanimous] written consent] [minutes] of the [[managing]
[sole] member]] [general partner] [Board of Directors] [Board of Managers] [other authorizing body] of the Company (the “Authorizing
Body”), dated as of [●], 20[●] (the “Resolutions”), authorizing, among other things, the
execution, delivery and performance of each of the Transaction Documents to which the Company is a party and the transactions contemplated
thereby. The Resolutions (i) were duly adopted by the Authorizing Body and have not been amended, modified, superseded or
revoked in any respect, (ii) are in full force and effect on the date hereof[,][ and] (iii) are the only proceedings
of the Authorizing Body [or any committee thereof] relating to or affecting the Transaction Documents to which the Company is a
party and the matters referred to therein [and (iv) have been filed [with the minutes of the proceedings of the Authorizing
Body] [in the minute book of the Company] [in accordance with the Operating Agreement]]. [As of [●], 20[●], there were
no vacancies or unfilled newly created [directorships] [manager positions] on the Authorizing Body.]


 


(d)          Attached
hereto as Annex [3][4] is a list of the persons who, as of the date hereof, are duly elected and qualified [officers] [managing
directors] of the [managing member of the] [general partner of the] Company holding the offices indicated next to their respective
names, and the signatures appearing opposite their respective names are the true and genuine signatures of such [officers] [managing
directors] or true facsimiles thereof, and each of such [officers] [managing directors] is duly authorized to execute and deliver,
on behalf of the [[managing member of the] [general partner of the] Company, the Transaction Documents to which the Company is
a party and any of the other documents contemplated thereby.


 


(e)          [A
duly executed copy of each of the Transaction Documents (as defined in the Resolutions) to which the Company is a party has been
delivered by the Company to each of the other parties thereto.]


 


Debevoise & Plimpton
LLP, [Cahill Gordon & Reindel LLP,] [Morris, Nichols, Arsht & Tunnell LLP,] [Lathrop & Gage LLP,] [Marshall & Melhorn,
LLC,] [Adams and Reese LLP] and [Dinsmore & Shohl LLP] are entitled to rely on this certificate in connection with any opinions
they are delivering pursuant to the Transaction Documents to which the Company is a party.


 


[The remainder of this page is intentionally
left blank.]


 




     


     


    

 


EXHIBIT F

to

CASH FLOW CREDIT AGREEMENT


 


Page 3



 


IN WITNESS WHEREOF, the
[managing member of the] [general partner of the] Company has caused this certificate to be executed on its behalf by its [●],
as of the day first set forth above.


 


	 	By:	 
	 	 	Name:  
	 	 	Title:    


 


I, [●], am the
duly elected and acting [●] of the [managing member of the] [general partner of the] Company, and do hereby certify in such
capacity on behalf of the [managing member of the] [general partner of the] Company and not in my individual capacity that [●]
is the duly elected, qualified and acting [●] of the [managing member of the] [general partner of the] Company and that the
signature appearing above is [his][her] genuine signature or a true facsimile thereof.


 


	 	By:	 
	 	 	Name:  
	 	 	Title:    


 


[Signature Page to Secretary’s Certificate
of [Company]]


 




     


     


    

 


EXHIBIT F

to

CASH FLOW CREDIT AGREEMENT


 


Page 4



 


Annex 1 –
Charter


 




     


     


    

 


EXHIBIT F

to

CASH FLOW CREDIT AGREEMENT


 


Page 5


 


Annex 2 –
Operating Agreement


 




     


     


    

 


EXHIBIT F

to

CASH FLOW CREDIT AGREEMENT


 


Page 6



 


Annex 3 –
Resolutions


 




     


     


    

 


 


EXHIBIT F

to

CASH FLOW CREDIT AGREEMENT


 


Page 7



 


Annex 4 –
Incumbency Certificate


 


	Name	 	Title	 	Signature
	 	 	 	 	 
	[●]	 	[●]	 	 
	 	 	 	 	 
	[●]	 	[●]	 	 
	 	 	 	 	 
	[●]	 	[●]	 	 
	 	 	 	 	 
	[●]	 	[●]	 	 
	 	 	 	 	 
	[●]	 	[●]	 	 


 


[Incumbency Certificate of [Company]]


 




     


     


    

  


EXHIBIT G

to

CASH FLOW CREDIT AGREEMENT


 


FORM OF OFFICER’S CERTIFICATE


 


PISCES MIDCO, INC.


 


Pursuant to Subsection
6.1(f) of the Cash Flow Credit Agreement, dated as of April 12, 2018 (as the same may be amended, supplemented, waived or otherwise
modified from time to time, the “Credit Agreement”; capitalized terms defined therein being used herein as therein
defined), among PISCES MIDCO, INC., a Delaware corporation (together with its successors and assigns, the “Borrower”),
the several banks and other financial institutions from time to time party thereto (the “Lenders”) and JPMORGAN
CHASE BANK, N.A., as administrative agent for the Lenders and as collateral agent for the Secured Parties, the undersigned hereby
certifies, on behalf of the Borrower, that:


 


1.           On
and as of the date hereof, both before and after giving effect to any Extension of Credit to occur on the date hereof and the application
of the proceeds thereof, (i) the condition in Section 6.3(a) of the Pisces Acquisition Agreement (but only with respect
to the representations that are material to the interests of the Lenders, and only to the extent that the Borrower (or any of its
Affiliates party to the Pisces Acquisition Agreement) has the right to terminate its obligations under the Pisces Acquisition Agreement
(or otherwise decline to consummate the Pisces Merger) without liability to the Borrower or any of its Affiliates as a result of
a breach of such representations in the Pisces Acquisition Agreement) has been satisfied, (ii) the condition in Section
2.6(b)(ii) of the Atlas Acquisition Agreement (but only with respect to the representations that are material to the interests
of the Lenders, and only to the extent that the Borrower (or any of its Affiliates party to the Atlas Acquisition Agreement) has
the right to terminate its obligations under the Atlas Acquisition Agreement (or otherwise decline to consummate the Atlas Acquisition)
without liability to the Borrower or any of its Affiliates as a result of a breach of such representations in the Atlas Acquisition
Agreement) has been satisfied and (iii) the Specified Representations are true and correct in all material respects, except
for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and
warranties are true and correct in all material respects as of such earlier date.


 


2.           On
the date hereof, all conditions set forth in Subsection 6.1 of the Credit Agreement have been satisfied (except as explicitly
set forth in the provisos to Subsection 6.1(a), Subsection 6.1(g) and Subsection 6.1(h)) or waived.


 




     


     


    

 


IN WITNESS WHEREOF, the
undersigned has hereunto set [his][her] name as of the date first written above.


 


	 	PISCES MIDCO, INC.
	 	 	 
	 	By:  	 
	 	 	Name:  
	 	 	Title:


 




     


     


    

 


EXHIBIT H

to

CASH FLOW CREDIT AGREEMENT


 


Form
of Solvency Certificate


 


Date: _____, 20[●]


 


To the Administrative Agent and each of the
Lenders party to the Credit Agreement referred to below:


 


I, the undersigned,
the Chief Financial Officer of PISCES MIDCO, INC., a Delaware corporation (the “Borrower”), in that capacity
only and not in my individual capacity (and without personal liability), do hereby certify as of the date hereof, and based upon
(i) facts and circumstances as they exist as of the date hereof (and disclaiming any responsibility for changes in
such facts and circumstances after the date hereof) and (ii) such materials and information as I have deemed relevant
to the determination of the matters set forth in this certificate, that:


 


1.           This
certificate is furnished to the Administrative Agent and the Lenders pursuant to Subsection 6.1(m) of the Cash Flow Credit
Agreement, dated as of April 12, 2018, among the Borrower, the several banks and other financial institutions from time to time
party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders and as collateral agent for the Secured Parties
(the “Credit Agreement”). Unless otherwise defined herein, capitalized terms used in this certificate shall
have the meanings set forth in the Credit Agreement.


 


2.           For
purposes of this certificate, the terms below shall have the following definitions:


 


(a)          “Fair
Value”


 


The amount at which
the assets (both tangible and intangible), in their entirety, of the Borrower and its Subsidiaries taken as a whole would change
hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each having reasonable knowledge
of the relevant facts, with neither being under any compulsion to act.


 


(b)          “Present
Fair Salable Value”


 


The amount that could
be obtained by an independent willing seller from an independent willing buyer if the assets of the Borrower and its Subsidiaries
taken as a whole are sold with reasonable promptness in an arm’s-length transaction under present conditions for the sale
of comparable business enterprises insofar as such conditions can be reasonably evaluated.


 


(c)          “Stated
Liabilities”


 


The recorded liabilities
(including contingent liabilities that would be recorded in accordance with GAAP) of the Borrower and its Subsidiaries taken as
a whole, as of the date hereof after giving effect to the consummation of the Transactions, determined in accordance with GAAP
consistently applied.


 




     


     


    

 


EXHIBIT H

to

CASH FLOW CREDIT AGREEMENT


 



Page 2


 


(d)          “Identified
Contingent Liabilities”


 


The maximum estimated
amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured
risks and other contingent liabilities of the Borrower and its Subsidiaries taken as a whole after giving effect to the Transactions
(including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated
Liabilities), as and to the extent identified and explained in terms of their nature and estimated magnitude by responsible officers
of the Borrower.


 


(e)          “Will
be able to pay their Stated Liabilities and Identified Contingent Liabilities as they mature”


 


For the period from
the date hereof through the Maturity Date, the Borrower and its Subsidiaries taken as a whole will have sufficient assets and cash
flow to pay their respective Stated Liabilities and Identified Contingent Liabilities as those liabilities mature or (in the case
of contingent liabilities) otherwise become payable.


 


(f)           “Do
not have Unreasonably Small Capital”


 


For the period from
the date hereof through the Maturity Date, the Borrower and its Subsidiaries taken as a whole after consummation of the Transactions
is a going concern and has sufficient capital to ensure that it will continue to be a going concern for such period.


 


3.           For
purposes of this certificate, I, or officers of the Borrower under my direction and supervision, have performed the following procedures
as of and for the periods set forth below.


 


(a)          I
have reviewed the financial statements (including the pro forma financial statements) referred to in Subsection 5.1
of the Credit Agreement.


 


(b)          I
have knowledge of and have reviewed to my satisfaction the Credit Agreement.


 


(c)          As
the Chief Financial Officer of the Borrower, I am familiar with the financial condition of the Borrower and its Subsidiaries.


 


4.           Based
on and subject to the foregoing, I hereby certify on behalf of the Borrower that after giving effect to the consummation of the
Transactions and after giving effect to the effectiveness of the Atlas Merger, the Atlas Contribution and the repayment of certain
existing Indebtedness of the Atrium Business on the Business Day immediately following the Closing Date, it is my opinion that
(i) the Fair Value and Present Fair Salable Value of the assets of the Borrower and its Subsidiaries taken as a whole
exceed their Stated Liabilities and Identified Contingent Liabilities; (ii) the Borrower and its Subsidiaries taken
as a whole do not have Unreasonably Small Capital; and (iii) the Borrower and its Subsidiaries taken as a whole will
be able to pay their Stated Liabilities and Identified Contingent Liabilities as they mature.


 


* * *


 




     


     


    

 


EXHIBIT H

to

CASH FLOW CREDIT AGREEMENT


 



Page 3



 


IN WITNESS WHEREOF,
the Borrower has caused this certificate to be executed on its behalf by its Chief Financial Officer as of the date first written
above.


 





	 	PISCES MIDCO, INC.


 


	 	By:	 





	 	Name:	Shawn K. Poe
	 	Title:	Chief Financial Officer


  




     


     


    

 


EXHIBIT I-1

to

CASH FLOW CREDIT AGREEMENT


 


FORM OF INCREASE SUPPLEMENT


 


INCREASE SUPPLEMENT,
dated as of [___________], to the Cash Flow Credit Agreement, dated as of April 12, 2018 (as the same may be amended, supplemented,
waived or otherwise modified from time to time, the “Credit Agreement”), among PISCES MIDCO, INC., a Delaware
corporation (together with its successors and assigns, the “Borrower”), the several banks and other financial
institutions from time to time party thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative
agent (in such capacity, the “Administrative Agent”) for the Lenders and as collateral agent for the Secured
Parties. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement.


 


1.           Pursuant
to Subsection 2.8 of the Credit Agreement, the Borrower hereby proposes to increase (the “Increase”)
the aggregate [Initial Term Loan Commitments][Initial Revolving Commitments] from [[$][C$][€]_______] to [[$][C$][€]_______].


 


2.           Each
of the following Lenders (each, an “Increasing Lender”) has been invited by the Borrower, and has agreed, subject
to the terms hereof, to increase its [Initial Term Loan Commitment][Initial Revolving Commitments] as follows:


 


	Name of Lender	 	[[Initial][___ 

Tranche]17] [Term

Loan][Revolving] 

Commitment	 	[[Initial Term 

Loan][___ Tranche]18] 

Supplemental [Term 

Loan][Revolving] 

Commitment

(after giving effect 

hereto)	 	[[Initial][___ 

Tranche]] 

Supplemental 

[Term 

Loan][Revolving 

Loan] 

Amortization
	 	 	[$][C$][€]	 	[$][C$][€]	 	 
	 	 	[$][C$][€]	 	[$][C$][€]	 	 
	 	 	[$][C$][€]	 	[$][C$][€]	 	 


 


 


3.          Pursuant
to Subsection 2.8 of the Credit Agreement, by execution and delivery of this Increase Supplement, each of the Increasing
Lenders agrees and acknowledges that it shall have an aggregate [[Initial][___ Tranche]19]
[Term Loan][Revolving] Commitment and [[Initial Term Loan][___ Tranche]20]
Supplemental [Term Loan][Revolving] Commitment in the amount equal to the amount set forth above next to its name.


 





 



 


		17	Indicate relevant Tranche.



 


		18	Indicate relevant Tranche.



 


		19	Indicate relevant Tranche.



 


		20	Indicate relevant Tranche.



 




     


     


    

 


EXHIBIT I-1

to

CASH FLOW CREDIT AGREEMENT


 


Page 2


  


4.           In
accordance with the Credit Agreement, this Increase Supplement is designated as a Loan Document.


 


[Remainder of Page Intentionally Left
Blank]


 




     


     


    

 


EXHIBIT I-1

to

CASH FLOW CREDIT AGREEMENT


 


Page 3



 


IN WITNESS WHEREOF,
the parties hereto have caused this INCREASE SUPPLEMENT to be duly executed and delivered by their proper and duly authorized officers
as of the day and year first above written.


 


	The Increasing Lender:	 
	[INCREASING LENDER]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	PISCES MIDCO, INC.	 
	 	 	 
	By:  	 	 
	 	Name:  	 
	 	Title:	 


 




     


     


    

 


EXHIBIT I-2

to

CASH FLOW CREDIT AGREEMENT


 


FORM OF LENDER JOINDER AGREEMENT


 


THIS LENDER JOINDER
AGREEMENT, dated as of [____________] (this “Lender Joinder Agreement”), by and among the bank or financial
institution party hereto (the “Additional Commitment Lender”), PISCES MIDCO, INC., a Delaware corporation (the
“Borrower”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative
Agent”) for the Lenders and as collateral agent for the Secured Parties. Unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


RECITALS:


 


WHEREAS, reference
is made to the Cash Flow Credit Agreement, dated as of April 12, 2018 (as the same may be amended, supplemented, waived or otherwise
modified from time to time, the “Credit Agreement”), among the Borrower, the several banks and other financial
institutions from time to time party thereto (the “Lenders”) and the Administrative Agent; and


 


WHEREAS, subject to
the terms and conditions of the Credit Agreement, the Borrower may add Supplemental [Term Loan][Revolving] Commitments of one or
more Additional Commitment Lenders by entering into one or more Lender Joinder Agreements, provided that after giving effect
thereto the aggregate amount of all Supplemental [Term Loan][Revolving] Commitments shall not exceed the Maximum Incremental Facilities
Amount.


 


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


 


		1.	The Additional Commitment Lender party hereto hereby
agrees to commit to provide its respective Commitments as set forth on Schedule A annexed hereto, on the terms and subject
to the conditions set forth below:



 


Such Additional Commitment
Lender (a) represents and warrants that it is legally authorized to enter into this Lender Joinder Agreement; (b)
confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Subsections
5.1 and 7.1 of the Credit Agreement and such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Lender Joinder Agreement; (c) agrees that it will, independently and
without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the
other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes
each applicable Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement,
the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to each such
Agent, as applicable, by the terms thereof, together with such powers as are incidental thereto; (e) hereby affirms the
acknowledgements and representations of such Additional Commitment Lender as a Lender contained in Subsection 10.5 of the
Credit Agreement; and (f) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance
with the terms of the Credit Agreement all the obligations which by the terms of the Credit Agreement are required to be performed
by it as a Lender, including its obligations pursuant to Subsection 11.16 of the Credit Agreement, and, if it is organized
under the laws of a jurisdiction outside the United States, its obligations pursuant to Subsection 4.11(b) of the Credit
Agreement.


 




     


     


    

 


EXHIBIT I-2

to

CASH FLOW CREDIT AGREEMENT


 


Page 2


 


		2.	The Additional Commitment Lender hereby agrees to make
its Supplemental [Term Loan][Revolving] Commitment on the following terms and conditions on the Effective Date set forth on Schedule
A (such date, the “Effective Date”) pertaining to such Additional Commitment Lender attached hereto:



 


		1.	Additional Commitment Lender to Be a Lender. Such
Additional Commitment Lender acknowledges and agrees that upon its execution of this Lender Joinder Agreement that such Additional
Commitment Lender shall on and as of the Effective Date become a “Lender” with respect to the [Term Loan][Revolving]
Tranche indicated on Schedule A, under, and for all purposes of, the Credit Agreement and the other Loan Documents, shall
be subject to and bound by the terms thereof, shall perform all the obligations of and shall have all rights of a Lender thereunder,
and shall make available such amount to fund its ratable share of outstanding Supplemental [Term Loan][Revolving] Commitments
on the Effective Date as the Administrative Agent may instruct.



 


		2.	Certain Delivery Requirements. Such Additional Commitment
Lender has delivered or shall deliver herewith to the Borrower and the Administrative Agent such forms, certificates or other
evidence with respect to United States federal income tax withholding matters as such Additional Commitment Lender may be required
to deliver to the Borrower and the Administrative Agent pursuant to Subsection 4.11 of the Credit Agreement.



 


		3.	Credit Agreement Governs. Except as set forth in
this Lender Joinder Agreement, Supplemental [Term Loan][Revolving] Commitments shall otherwise be subject to the provisions of
the Credit Agreement and the other Loan Documents.



 


		4.	Notice. For purposes of the Credit Agreement, the
initial notice address of such Additional Commitment Lender shall be as set forth below its signature below.



 


		5.	Recordation of the New Loans. Upon execution, delivery
and effectiveness hereof, the Administrative Agent will record the Supplemental [Term Loan][Revolving] Commitments made by such
Additional Commitment Lender in the Register.



 


		6.	Amendment, Modification and Waiver. This Lender
Joinder Agreement may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered
on behalf of each of the parties hereto.



 


		7.	Entire Agreement. This Lender Joinder Agreement,
the Credit Agreement and the other Loan Documents represent the entire agreement among the parties with respect to the subject
matter hereof, and there are no promises, undertakings, representations or warranties by any of the parties relative to the subject
matter hereof not expressly set forth or referred to herein or in the other Loan Documents.



 




     


     


    

 


EXHIBIT I-2

to

CASH FLOW CREDIT AGREEMENT


 


Page 3



 


		8.	GOVERNING LAW. THIS LENDER JOINDER AGREEMENT AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES
OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.



 


		9.	Severability. Any provision of this Lender Joinder
Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.



 


		10.	Counterparts. This Lender Joinder Agreement may
be executed by one or more of the parties to this Lender Joinder Agreement on any number of separate counterparts (including by
facsimile and other electronic transmission), and all of such counterparts taken together shall be deemed to constitute one and
the same instrument.



 


[Remainder of Page Intentionally Left
Blank]


 




     


     


    

 


EXHIBIT I-2

to

CASH FLOW CREDIT AGREEMENT


 


Page 4



  


IN WITNESS WHEREOF,
each of the undersigned has caused its duly authorized officer to execute and deliver this Lender Joinder Agreement as of the date
first above written.


 


	 	[NAME OF ADDITIONAL COMMITMENT LENDER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Notice Address:
	 	 	 
	 	Attention:
	 	Telephone:
	 	Facsimile:
	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,
	 	as Administrative Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	PISCES MIDCO, INC.,	 
	as Borrower 	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 




     


     


    

 


SCHEDULE A

to

EXHIBIT I-2


 


SUPPLEMENTAL [TERM LOAN][REVOLVING]
COMMITMENTS


 


	Additional 

Commitment 

Lender	 	
        [Initial Term Loan]

        [___ Tranche]21

        Supplemental

        [Term

        Loan][Revolving]

        Commitment
	 	Principal Amount 

Committed	 	
        Aggregate Amount of

        All [Initial Term Loan]

        [___ Tranche]22

        Supplemental [Term

        Loan][Revolving]

        Commitments
	 	Maturity Date
	 	 	 	 	 	 	 	 	 
	 	 	 	 	[$][C$][€]__________	 	[$][C$][€]____________	 	 


 


Effective Date of Lender Joinder Agreement:
___________________________


 





 






		21	Indicate relevant Tranche.



 


		22	Indicate relevant Tranche.



 




     


     


    

 


EXHIBIT J-1

to

CASH FLOW CREDIT AGREEMENT


 


FORM OF ABL/CASH FLOW INTERCREDITOR AGREEMENT


 


[See attached.]


 




     


     


    

 


EXECUTION VERSION


 





 



 


INTERCREDITOR AGREEMENT


 


by and between


 


UBS AG, STAMFORD BRANCH,


as ABL Agent,


 


and


 


JPMORGAN CHASE BANK, N.A.,


as Cash Flow Agent


 


dated as of April 12, 2018


 





 






 




    	 	 	 



     


    

 


Table of Contents


 


	 	 	Page
	 	 	 
	ARTICLE 1 Definitions	2
	 	 	 
	Section 1.1	UCC Definitions	2
	Section 1.2	Other Definitions	2
	Section 1.3	Rules of Construction	37
	 	 	 
	ARTICLE 2 Lien Priority	37
	 	 	 
	Section 2.1	Agreement to Subordinate	37
	Section 2.2	Waiver of Right to Contest Liens	44
	Section 2.3	Remedies Standstill	52
	Section 2.4	Exercise of Rights	65
	Section 2.5	No New Liens	73
	Section 2.6	Waiver of Marshalling	80
	 	 	 
	ARTICLE 3 Actions of the Parties	80
	 	 	 
	Section 3.1	Certain Actions Permitted	80
	Section 3.2	Agent for Perfection	81
	Section 3.3	Sharing of Information and Access	82
	Section 3.4	Insurance	82
	Section 3.5	No Additional Rights For the Credit Parties Hereunder	83
	Section 3.6	Actions Upon Breach	83
	Section 3.7	Inspection Rights	84
	 	 	 
	ARTICLE 4 Application of Proceeds	85
	 	 	 
	Section 4.1	Application of Proceeds	85
	Section 4.2	Specific Performance	91
	Section 4.3	Sale of Collateral Comprising Both ABL Priority Collateral and Cash Flow Priority Collateral; Certain Proceeds of Capital Stock or Intercompany Loans	92
	 	 	 
	ARTICLE 5 Intercreditor Acknowledgments and Waivers	92
	 	 	 
	Section 5.1	Notice of Acceptance and Other Waivers	92
	Section 5.2	Modifications to ABL Documents and Cash Flow Documents	98
	Section 5.3	Reinstatement and Continuation of Agreement	105
	 	 	 
	ARTICLE 6 Insolvency Proceedings	107
	 	 	 
	Section 6.1	DIP Financing	107
	Section 6.2	Relief From Stay	110
	Section 6.3	No Contest	110


 




    	 	i	 



     


    

 


Table of Contents


(continued)


 


	 	 	Page
	 	 	 
	Section 6.4	Asset Sales	112
	Section 6.5	Separate Grants of Security and Separate Classification	113
	Section 6.6	Enforceability	113
	Section 6.7	ABL Obligations Unconditional	114
	Section 6.8	Cash Flow Obligations Unconditional	114
	Section 6.9	Additional Obligations Unconditional	115
	Section 6.10	Adequate Protection	115
	 	 	 
	ARTICLE 7 Miscellaneous	118
	 	 	 
	Section 7.1	Rights of Subrogation	118
	Section 7.2	Further Assurances	120
	Section 7.3	Representations	120
	Section 7.4	Amendments	121
	Section 7.5	Addresses for Notices	125
	Section 7.6	No Waiver, Remedies	126
	Section 7.7	Continuing Agreement; Transfer of Secured Obligations	126
	Section 7.8	Governing Law; Entire Agreement	126
	Section 7.9	Counterparts	127
	Section 7.10	No Third Party Beneficiaries	127
	Section 7.11	Designation of Additional Indebtedness; Joinder of Additional Agents	127
	Section 7.12	Cash Flow Collateral Representative and ABL Collateral Representative; Notice of Change	129
	Section 7.13	Provisions Solely to Define Relative Rights	129
	Section 7.14	Headings	129
	Section 7.15	Severability	129
	Section 7.16	Attorneys Fees	130
	Section 7.17	VENUE; JURY TRIAL WAIVER	130
	Section 7.18	Intercreditor Agreement	131
	Section 7.19	No Warranties or Liability	131
	Section 7.20	Conflicts	131
	Section 7.21	Information Concerning Financial Condition of the Credit Parties	131
	Section 7.22	Excluded Assets	132


 


EXHIBITS


 


	Exhibit A	—	Additional Indebtedness Designation
	Exhibit B	—	Additional Indebtedness Joinder
	Exhibit C	—	Joinder of ABL Credit Agreement or Cash Flow Credit Agreement


 




    	 	ii	 



     


    

 


INTERCREDITOR AGREEMENT


 


THIS INTERCREDITOR AGREEMENT
(as amended, supplemented, waived or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”)
is entered into as of April 12, 2018 between UBS AG, STAMFORD BRANCH, as collateral agent (together with its successors and assigns
in such capacity from time to time, and as further defined herein, the “ABL Agent”) for the ABL Secured Parties,
and JPMORGAN CHASE BANK, N.A., as collateral agent (together with its successors and assigns in such capacity from time to time,
and as further defined herein, the “Cash Flow Agent”) for the Cash Flow Secured Parties. Capitalized terms defined
in Article 1 hereof are used in this Agreement as so defined.


 


RECITALS


 


A.           Pursuant
to the Original ABL Credit Agreement, the ABL Credit Agreement Lenders have agreed to make certain loans and other financial accommodations
to or for the benefit of the ABL Borrowers.


 


B.           Pursuant
to the ABL Guarantees, the ABL Guarantors have agreed to guarantee the payment and performance of the ABL Borrowers’ obligations
under the ABL Documents.


 


C.           As
a condition to the effectiveness of the Original ABL Credit Agreement and to secure the obligations of the ABL Credit Parties under
and in connection with the ABL Documents, the ABL Credit Parties have granted to the ABL Agent (for the benefit of the ABL Secured
Parties) Liens on the Collateral.


 


D.           Pursuant
to the Original Cash Flow Credit Agreement, the Cash Flow Credit Agreement Lenders have agreed to make certain loans and other
financial accommodations to or for the benefit of the Cash Flow Borrower.


 


E.           Pursuant
to the Cash Flow Guarantees, the Cash Flow Guarantors have agreed to guarantee the payment and performance of the Cash Flow Borrower’s
obligations under the Cash Flow Documents.


 


F.           As
a condition to the effectiveness of the Original Cash Flow Credit Agreement and to secure the obligations of the Cash Flow Credit
Parties under and in connection with the Cash Flow Documents, the Cash Flow Credit Parties have granted to the Cash Flow Agent
(for the benefit of the Cash Flow Secured Parties) Liens on the Collateral.


 


G.           Pursuant
to this Agreement, the Company Representative may, from time to time, designate certain additional Indebtedness of any Credit Party
as “Additional Indebtedness” (and as either “Additional ABL Indebtedness” or “Additional Cash Flow
Indebtedness”, as the case may be) by executing and delivering an Additional Indebtedness Designation and by complying with
the procedures set forth in Section 7.11 hereof, and the holders of such Additional Indebtedness and any other applicable
Additional Secured Party shall thereafter constitute Additional Secured Parties (and either “Additional ABL Secured Parties”
or “Additional Cash Flow Secured Parties”, as the case may be), and any Additional Agent for any such Additional
Secured Parties shall thereafter constitute an Additional Agent (and either an “Additional ABL Agent” or an “Additional
Cash Flow Agent”, as the case may be), for all purposes under this Agreement.


 




    	 	 	 



     


    

 


H.           Each
of the ABL Agent (on behalf of the ABL Secured Parties) and the Cash Flow Agent (on behalf of the Cash Flow Secured Parties) and,
by their acknowledgment hereof, the ABL Credit Parties and the Cash Flow Credit Parties, desire to agree to the relative priority
of Liens on the Collateral and certain other rights, priorities and interests as provided herein.


 


NOW THEREFORE, in
consideration of the foregoing and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties
hereto agree as follows:


 


ARTICLE 1


 


Definitions


 


Section 1.1 UCC Definitions.
The following terms which are defined in the Uniform Commercial Code are used herein as so defined: Accounts, Chattel Paper, Commercial
Tort Claims, Commodity Accounts, Deposit Accounts, Documents, Electronic Chattel Paper, Equipment, Financial Assets, Instruments,
Inventory, Investment Property, Letter-of-Credit Rights, Money, Payment Intangibles, Promissory Notes, Records, Security, Securities
Accounts, Security Entitlements, Supporting Obligations and Tangible Chattel Paper.


 


Section 1.2 Other Definitions.
As used in this Agreement, the following terms shall have the meanings set forth below:


 


“ABL Agent”
shall mean UBS AG, Stamford Branch, as collateral agent under the ABL Credit Agreement, together with its successors and assigns
in such capacity from time to time, whether under the Original ABL Credit Agreement or any subsequent ABL Credit Agreement, as
well as any Person designated as the “Agent” or “Collateral Agent” under any ABL Credit Agreement.


 


“ABL Bank Products
Affiliate” shall mean any Person who (a) has entered into a Bank Products Agreement with an ABL Credit Party
with the obligations of such ABL Credit Party thereunder being secured by one or more ABL Collateral Documents, (b) [reserved],
and (c) has been designated by the Company Representative in accordance with the terms of one or more ABL Collateral
Documents (provided that no Person shall, with respect to any Bank Products Agreement, be at any time a Bank Products Affiliate
hereunder with respect to more than one Credit Facility).


 


“ABL Borrowers”
shall mean the Company, Ply Gem Industries and the other U.S. Subsidiary Borrowers from time to time party to the ABL Credit Agreement
(as defined therein), each in their capacities as borrowers under the ABL Credit Agreement, together with their respective successors
and assigns.


 




    	 	2	 



     


    

 


“ABL Canadian Collateral”
shall mean all Property owned by any Canadian Subsidiary and pledged to any ABL Secured Party under any “Canadian Security
Documents” as defined in the Original ABL Credit Agreement.


 


“ABL Collateral
Documents” shall mean all “U.S. Security Documents” as defined in the Original ABL Credit Agreement, and
all other security agreements, mortgages, deeds of trust, pledges and other collateral documents executed and delivered in connection
with any ABL Credit Agreement, and any other agreement, document or instrument pursuant to which a Lien is granted securing any
ABL Obligations or under which rights or remedies with respect to such Liens are governed, in each case as the same may be amended,
restated, supplemented, waived or otherwise modified from time to time, but excluding any documents creating a Lien on any ABL
Canadian Collateral.


 


“ABL Collateral
Exposure” shall mean, as to any ABL Credit Agreement or Additional ABL Credit Facility as of the date of determination,
the sum of (a) as to any revolving facility, the total commitments (whether funded or unfunded) of the ABL Collateral
Secured Parties to make loans and other extensions of credit thereunder (or after the termination of such commitments, the total
outstanding principal amount of loans and other extensions of credit under such facility and the aggregate then undrawn and unexpired
amount of the then outstanding letters of credit under the ABL Priority Collateral Documents) plus (b) as to any other
facility, the outstanding principal amount of ABL Obligations or Additional ABL Obligations (as applicable) thereunder.


 


“ABL Collateral
Intercreditor Agreement” shall mean an intercreditor agreement substantially in the Form of Exhibit P to the Original
ABL Credit Agreement, as the same may be amended, restated, supplemented, waived or otherwise modified from time to time in accordance
with the terms thereof.


 


“ABL Collateral
Obligations” shall mean the ABL Obligations and any Additional ABL Obligations.


 


“ABL Collateral
Representative” shall mean (a) if the Original ABL Credit Agreement is then in effect, the ABL Agent acting
for the ABL Collateral Secured Parties; and (b) if the Original ABL Credit Agreement is not then in effect, the ABL
Agent under the relevant subsequent ABL Credit Agreement acting for the ABL Collateral Secured Parties, unless the ABL Collateral
Exposure under any Additional ABL Credit Facility exceeds the ABL Collateral Exposure under such subsequent ABL Credit Agreement,
and in such case (unless otherwise agreed in writing between the ABL Agent and any Additional ABL Agent or, after the Discharge
of ABL Obligations, between any Additional ABL Agents), the Additional ABL Agent under such Additional ABL Credit Facility (or,
if there is more than one such Additional ABL Credit Facility, the Additional ABL Credit Facility under which the greatest ABL
Collateral Exposure is outstanding at the time) acting for the ABL Collateral Secured Parties.


 


“ABL Collateral
Secured Parties” shall mean the ABL Secured Parties and any Additional ABL Secured Parties.


 


“ABL Commingled
Collateral” shall have the meaning set forth in Section 3.7(a).


 




    	 	3	 



     


    

 


“ABL Credit Agreement”
shall mean (i) if the Original ABL Credit Agreement is then in effect, the Original ABL Credit Agreement and (ii) thereafter, if
designated by the Company Representative, any other credit agreement, loan agreement, note agreement, promissory note, indenture
or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that complies
with clause (1) of the definition of “Additional Indebtedness” and has been incurred to refund, refinance, restructure,
replace, renew, repay, increase or extend (whether in whole or in part and whether with the original agent and creditors or other
agents and creditors or otherwise) the indebtedness and other obligations outstanding under (x) the Original ABL Credit
Agreement or (y) any subsequent ABL Credit Agreement (in each case, as amended, restated, supplemented, waived or otherwise
modified from time to time); provided, that the requisite creditors party to such ABL Credit Agreement (or their agent or
other representative on their behalf) shall agree, by a joinder agreement substantially in the form of Exhibit C attached
hereto or otherwise in form and substance reasonably satisfactory to the Cash Flow Agent and any Additional Agent (other than any
Designated Agent) (or, if there is no continuing Agent other than any Designated Agent, as designated by the Company Representative),
that the obligations under such ABL Credit Agreement are subject to the terms and provisions of this Agreement. Any reference to
the ABL Credit Agreement shall be deemed a reference to any ABL Credit Agreement then in existence.


 


“ABL Credit Agreement
Lenders” shall mean the lenders, debtholders and other creditors party from time to time to the ABL Credit Agreement,
together with their successors, assigns and transferees, as well as any Person designated as an “ABL Credit Agreement Lender”
under any ABL Credit Agreement.


 


“ABL Credit Parties”
shall mean the ABL Borrowers, the ABL Guarantors and each other direct or indirect Subsidiary of the Company or any of its Affiliates
that is now or hereafter becomes a party to any ABL Document, but excluding any Canadian Loan Party (as defined in the Original
ABL Credit Agreement).


 


“ABL Documents”
shall mean the ABL Credit Agreement, the ABL Guarantees, the ABL Collateral Documents, any Bank Products Agreements between any
ABL Credit Party and any ABL Bank Products Affiliate, any Hedging Agreements between any ABL Credit Party and any ABL Hedging Affiliate,
any Management Guarantee in favor of any ABL Management Credit Provider, and those other ancillary agreements as to which the ABL
Agent or any ABL Secured Party is a party or a beneficiary and all other agreements, instruments, documents and certificates, now
or hereafter executed by or on behalf of any ABL Credit Party or any of its respective Subsidiaries or Affiliates, and delivered
to the ABL Agent, in connection with any of the foregoing or any ABL Credit Agreement, in each case as the same may be amended,
restated, supplemented, waived or otherwise modified from time to time.


 


“ABL Guarantees”
shall mean that certain U.S. guarantee agreement dated as of the date hereof by the ABL Guarantors in favor of the ABL Agent, and
all other guarantees of any ABL Obligations of any ABL Credit Party by any other ABL Credit Party in favor of any ABL Secured Party,
in each case as amended, restated, supplemented, waived or otherwise modified from time to time.


 




    	 	4	 



     


    

 


“ABL Guarantors”
shall mean the collective reference to Holdings (so long as Holdings is a guarantor under any of the ABL Guarantees), each of the
Company’s Domestic Subsidiaries that is a guarantor under any of the ABL Guarantees and any other Person who becomes a guarantor
under any of the ABL Guarantees, in each case unless and until released from its guarantee obligations.


 


“ABL Hedging Affiliate”
shall mean any Person who (a) has entered into a Hedging Agreement with an ABL Credit Party with the obligations of
such ABL Credit Party thereunder being secured by one or more ABL Collateral Documents, (b) [reserved], and (c) has
been designated by the Company Representative in accordance with the terms of one or more ABL Collateral Documents (provided that
no Person shall, with respect to any Hedging Agreement, be at any time a Hedging Affiliate hereunder with respect to more than
one Credit Facility).


 


“ABL Management
Credit Provider” shall mean any Person who (a) is a beneficiary of a Management Guarantee provided by an
ABL Credit Party, with the obligations of the applicable ABL Credit Party thereunder being secured by one or more ABL Collateral
Documents, (b) [reserved], and (c) has been designated by the Company Representative in accordance with
the terms of one or more ABL Collateral Documents (provided that no Person shall, with respect to any Management Guarantee, be
at any time a Management Credit Provider with respect to more than one Credit Facility).


 


“ABL Obligations”
shall mean any and all loans and all other obligations, liabilities and indebtedness of every kind, nature and description, whether
now existing or hereafter arising, whether arising before, during or after the commencement of any case with respect to any ABL
Credit Party under the Bankruptcy Code or any other Insolvency Proceeding, owing by each ABL Credit Party from time to time to
the ABL Agent, the “administrative agent” or “agent” under the ABL Credit Agreement, the ABL Credit Agreement
Lenders or any of them, any ABL Bank Products Affiliates, any ABL Hedging Affiliates or any ABL Management Credit Providers, under
any ABL Document, whether for principal, interest (including interest, fees and expenses which, but for the commencement of an
Insolvency Proceeding with respect to such ABL Credit Party, would have accrued on any ABL Obligation, whether or not a claim is
allowed against such ABL Credit Party for such interest, fees and expenses in the related Insolvency Proceeding), reimbursement
of amounts drawn under letters of credit, payments for early termination of Hedging Agreements, fees, expenses, indemnification
or otherwise, and all other amounts owing or due under the terms of the ABL Documents, as amended, restated, modified, renewed,
refunded, replaced or refinanced in whole or in part from time to time, including all “Obligations”, as defined in
the U.S. Guarantee and Collateral Agreement (as defined in the Original ABL Credit Agreement).


 


“ABL Permitted Access
Right” shall have the meaning set forth in Section 3.7(a).


 


“ABL Priority Collateral”
shall mean all Collateral consisting of the following:


 


(1)          all
Accounts and Credit Card Receivables (as defined in the Original ABL Credit Agreement) (other than Accounts which constitute identifiable
Proceeds of Cash Flow Priority Collateral);


 




    	 	5	 



     


    

 


(2)          (x) all
Deposit Accounts and Money and all cash, checks, other negotiable instruments, funds and other evidences of payments held therein
and (y) all Securities (to the extent constituting cash or Cash Equivalents or representing a claim to Cash Equivalents),
Security Entitlements (to the extent constituting cash or Cash Equivalents or representing a claim to Cash Equivalents), and Securities
Accounts, in each case other than (i) the Asset Sales Proceeds Account and all cash, checks and other property held
therein or credited thereto, (ii) Capital Stock of the Company and of its direct and indirect Subsidiaries and (iii) identifiable
Proceeds of Cash Flow Priority Collateral;


 


(3)          all
Inventory;


 


(4)          to
the extent involving or governing any of the items referred to in the preceding clauses (1) through (3), all Chattel Paper (including
Tangible Chattel Paper and Electronic Chattel Paper), all Documents, General Intangibles (including data processing software but
excluding Intellectual Property and Capital Stock of the Company and of its direct and indirect Subsidiaries), Instruments (including
Promissory Notes), Letter-of-Credit Rights and Commercial Tort Claims; provided that to the extent any of the foregoing
also relates to Cash Flow Priority Collateral, only that portion related to the items referred to in the preceding clauses (1)
through (3) shall be included in the ABL Priority Collateral;


 


(5)          to
the extent evidencing or governing any of the items referred to in the preceding clauses (1) through (4), all Supporting Obligations;
provided that to the extent any of the foregoing also relates to Cash Flow Priority Collateral only that portion related
to the items referred to in the preceding clauses (1) through (4) shall be included in the ABL Priority Collateral;


 


(6)          all
books and Records relating to the foregoing (including all books, databases, customer lists, and Records, whether tangible or electronic,
which contain any information relating to any of the foregoing); and


 


(7)          all
collateral security and guarantees with respect to any of the foregoing and all cash, Money, instruments, securities (other than
Capital Stock of the Company and of its direct and indirect Subsidiaries), financial assets, Investment Property (other than Capital
Stock of the Company and of its direct and indirect Subsidiaries), insurance proceeds (including proceeds of business interruption
insurance) and deposit accounts directly received as Proceeds of any ABL Priority Collateral described in the preceding clauses
(1) through (4) (such Proceeds, “ABL Priority Proceeds”); provided, however, that no Proceeds
of ABL Priority Proceeds will constitute ABL Priority Collateral unless such Proceeds of ABL Priority Proceeds would otherwise
constitute ABL Priority Collateral; provided, further, that under no circumstance shall Excluded Assets (as defined
in the next succeeding sentence) be ABL Priority Collateral.


 


As used in this definition
of “ABL Priority Collateral”, the term “Excluded Assets” shall have the meaning provided
in the Original ABL Credit Agreement (if the Original ABL Credit Agreement is then in effect) or in the ABL Collateral Documents
relating thereto, or in any other ABL Credit Agreement then in effect (if the Original ABL Credit Agreement is not then in effect)
or in the ABL Collateral Documents relating thereto, or in any other Additional ABL Credit Facility then in effect (if no ABL Credit
Agreement is then in effect), which Additional ABL Credit Facility is designated as applicable for purposes of this definition
or in the Additional ABL Collateral Documents relating thereto.


 




    	 	6	 



     


    

 


“ABL Priority Collateral
Documents” shall mean the ABL Documents and any Additional ABL Documents, as applicable.


 


“ABL Priority Proceeds”
shall have the meaning set forth in the definition of ABL Priority Collateral in this Agreement.


 


“ABL Recovery”
shall have the meaning set forth in Section 5.3(a).


 


“ABL Secured Parties”
shall mean the ABL Agent, all ABL Credit Agreement Lenders, all ABL Bank Products Affiliates, all ABL Hedging Affiliates and all
ABL Management Credit Providers, and all successors, assigns, transferees and replacements thereof, as well as any Person designated
as an “ABL Secured Party” under any ABL Credit Agreement.


 


“Additional ABL
Agent” shall mean any one or more administrative agents, collateral agents, security agents, trustees or other representatives
for or of any one or more Additional ABL Secured Parties, and shall include any successor thereto, as well as any Person designated
as an “Agent” under any Additional ABL Credit Facility.


 


“Additional ABL
Bank Products Affiliate” shall mean any Person who (a) has entered into a Bank Products Agreement with an
Additional ABL Credit Party with the obligations of such Additional ABL Credit Party thereunder being secured by one or more Additional
ABL Collateral Documents, (b) was an Additional ABL Agent or an Additional ABL Credit Facility Lender or an Affiliate
of an Additional ABL Agent or an Additional ABL Credit Facility Lender, in each case, on the date the applicable Additional ABL
Credit Facility became effective or at the time of entry into such Bank Products Agreement, or at the time of the designation referred
to in the following clause (c), and (c) has been designated by the Company Representative in accordance with the terms
of one or more Additional ABL Collateral Documents (provided that no Person shall, with respect to any Bank Products Agreement,
be at any time a Bank Products Affiliate hereunder with respect to more than one Credit Facility).


 


“Additional ABL
Bank Products Provider” shall mean any Person (other than an Additional ABL Bank Products Affiliate) that has entered
into a Bank Products Agreement with an Additional ABL Credit Party with the obligations of such Additional ABL Credit Party thereunder
being secured by one or more Additional ABL Collateral Documents, as designated by the Company Representative in accordance with
the terms of one or more Additional ABL Collateral Documents (provided that no Person shall, with respect to any Bank Products
Agreement, be at any time a Bank Products Provider hereunder with respect to more than one Credit Facility).


 


“Additional ABL
Collateral Documents” shall mean all “Security Documents” or comparable term as defined in any Additional
ABL Credit Facility, and in any event shall include all security agreements, mortgages, deeds of trust, pledges and other collateral
documents executed and delivered in connection with any Additional ABL Credit Facility, and any other agreement, document or instrument
pursuant to which a Lien is granted securing any Additional ABL Obligations or under which rights or remedies with respect to such
Liens are governed, in each case as the same may be amended, restated, supplemented, waived or otherwise modified from time to
time, but excluding any documents creating a Lien on any ABL Canadian Collateral.


 




    	 	7	 



     


    

 


“Additional ABL
Credit Facilities” shall mean (a) any one or more agreements, instruments and documents under which any Additional
ABL Indebtedness is or may be incurred, including any credit agreements, loan agreements, indentures, guarantees or other financing
agreements, in each case as the same may be amended, restated, supplemented, waived or otherwise modified from time to time, together
with (b) if designated by the Company Representative, any other agreement (including any credit agreement, loan agreement,
indenture or other financing agreement) extending the maturity of, consolidating, restructuring, refunding, replacing or refinancing
all or any portion of the Additional ABL Obligations, whether by the same or any other lender, debtholder or other creditor or
group of lenders, debtholders or other creditors, or the same or any other agent, trustee or representative therefor, or otherwise,
and whether or not increasing the amount of any Indebtedness that may be incurred thereunder.


 


“Additional ABL
Credit Facility Lenders” shall mean one or more holders of Additional ABL Indebtedness (or commitments therefor) that
is or may be incurred under one or more Additional ABL Credit Facilities, together with their successors, assigns and transferees,
as well as any Person designated as an “Additional ABL Credit Facility Lender” under any ABL Credit Agreement.


 


“Additional ABL
Credit Party” shall mean the Company, Holdings (so long as Holdings is a guarantor under any of the Additional ABL Guarantees),
each direct or indirect Subsidiary of the Company or any of its Affiliates that is or becomes a party to any Additional ABL Document,
and any other Person who becomes a guarantor under any of the Additional ABL Guarantees, in each case unless and until released
from its guarantee obligations, but excluding any Canadian Loan Party (as defined in the Original ABL Credit Agreement).


 


“Additional ABL
Documents” shall mean any Additional ABL Credit Facilities, any Additional ABL Guarantees, any Additional ABL Collateral
Documents, any Bank Products Agreements between any Additional ABL Credit Party and any Additional ABL Bank Products Affiliate
or any Additional ABL Bank Products Provider, any Hedging Agreements between any Additional ABL Credit Party and any Additional
ABL Hedging Affiliate or any Additional ABL Hedging Provider, any Management Guarantee in favor of any Additional ABL Management
Credit Provider, and those other ancillary agreements as to which any Additional ABL Secured Party is a party or a beneficiary
and all other agreements, instruments, documents and certificates, now or hereafter executed by or on behalf of any Additional
ABL Credit Party or any of its respective Subsidiaries or Affiliates, and delivered to any Additional ABL Agent, in connection
with any of the foregoing or any Additional ABL Credit Facility, including any intercreditor or joinder agreement among any of
the Additional ABL Secured Parties or among any of the ABL Secured Parties and Additional ABL Secured Parties, in each case as
the same may be amended, restated, supplemented, waived or otherwise modified from time to time.


 




    	 	8	 



     


    

 


“Additional ABL
Guarantees” shall mean any one or more guarantees of any Additional ABL Obligations of any Additional ABL Credit Party
by any other Additional ABL Credit Party in favor of any Additional ABL Secured Party, in each case as the same may be amended,
restated, supplemented, waived or otherwise modified from time to time.


 


“Additional ABL
Hedging Affiliate” shall mean any Person who (a) has entered into a Hedging Agreement with an Additional
ABL Credit Party with the obligations of such Additional ABL Credit Party thereunder being secured by one or more Additional ABL
Collateral Documents, (b) was an Additional ABL Agent or an Additional ABL Credit Facility Lender or an Affiliate of
an Additional ABL Agent or an Additional ABL Credit Facility Lender, in each case, on the date the applicable Additional ABL Credit
Facility became effective or at the time of entry into such Hedging Agreement, or at the time of the designation referred to in
the following clause (c), and (c) has been designated by the Company Representative in accordance with the terms of
one or more Additional ABL Collateral Documents (provided that no Person shall, with respect to any Hedging Agreement, be at any
time a Hedging Affiliate hereunder with respect to more than one Credit Facility).


 


“Additional ABL
Hedging Provider” shall mean any Person (other than an Additional ABL Hedging Affiliate) that has entered into a Hedging
Agreement with an Additional ABL Credit Party with the obligations of such Additional ABL Credit Party thereunder being secured
by one or more Additional ABL Collateral Documents, as designated by the Company Representative in accordance with the terms of
one or more Additional ABL Collateral Documents (provided that no Person shall, with respect to any Hedging Agreement, be at any
time a Hedging Provider hereunder with respect to more than one Credit Facility).


 


“Additional ABL
Indebtedness” shall mean any Additional Indebtedness that is designated by the Company Representative as “Additional
ABL Indebtedness” in the relevant Additional Indebtedness Designation in accordance with Section 7.11.


 


“Additional ABL
Management Credit Provider” shall mean any Person who (a) is a beneficiary of a Management Guarantee provided
by an Additional ABL Credit Party, with the obligations of the applicable Additional ABL Credit Party thereunder being secured
by one or more Additional ABL Collateral Documents and (b) has been designated by the Company Representative in accordance
with the terms of one or more Additional ABL Collateral Documents (provided that no Person shall, with respect to any Management
Guarantee, be at any time a Management Credit Provider with respect to more than one Credit Facility).


 


“Additional ABL
Obligations” shall mean any and all loans and all other obligations, liabilities and indebtedness of every kind, nature
and description, whether now existing or hereafter arising, whether arising before, during or after the commencement of any case
with respect to any Additional ABL Credit Party under the Bankruptcy Code or any other Insolvency Proceeding, owing by each Additional
ABL Credit Party from time to time to any Additional ABL Agent, any Additional ABL Secured Parties or any of them, including any
Additional ABL Bank Products Affiliates, any Additional ABL Hedging Affiliates, any Additional ABL Bank Products Providers, any
Additional ABL Hedging Providers or any Additional ABL Management Credit Providers, under any Additional ABL Document, whether
for principal, interest (including interest, fees and expenses which, but for the commencement of an Insolvency Proceeding with
respect to such Additional ABL Credit Party, would have accrued on any Additional ABL Obligation, whether or not a claim is allowed
against such Additional ABL Credit Party for such interest, fees and expenses in the related Insolvency Proceeding), reimbursement
of amounts drawn under letters of credit, payments for early termination of Hedging Agreements, fees, expenses, indemnification
or otherwise, and all other amounts owing or due under the terms of the Additional ABL Documents, as amended, restated, modified,
renewed, refunded, replaced or refinanced in whole or in part from time to time.


 




    	 	9	 



     


    

 


“Additional ABL
Recovery” shall have the meaning set forth in Section 5.3(c).


 


“Additional ABL
Secured Parties” shall mean all Additional ABL Agents, all Additional ABL Credit Facility Lenders, all Additional ABL
Bank Products Affiliates, all Additional ABL Bank Products Providers, all Additional ABL Hedging Affiliates, all Additional ABL
Hedging Providers and all Additional ABL Management Credit Providers, and all successors, assigns, transferees and replacements
thereof, as well as any Person designated as an “Additional ABL Secured Party” under any Additional ABL Credit Facility;
and with respect to any Additional ABL Agent shall mean the Additional ABL Secured Parties represented by such Additional ABL Agent.


 


“Additional Agent”
shall mean any Additional ABL Agent and any Additional Cash Flow Agent.


 


“Additional Borrower”
shall mean any Additional Credit Party that incurs or issues Additional Indebtedness under any Additional Credit Facility, together
with its successors and assigns.


 


“Additional Cash
Flow Agent” shall mean any one or more administrative agents, collateral agents, security agents, trustees or other representatives
for or of any one or more Additional Cash Flow Secured Parties, and shall include any successor thereto, as well as any Person
designated as an “Agent” under any Additional Cash Flow Credit Facility.


 


“Additional Cash
Flow Bank Products Affiliate” shall mean any Person who (a) has entered into a Bank Products Agreement with
an Additional Cash Flow Credit Party with the obligations of such Additional Cash Flow Credit Party thereunder being secured by
one or more Additional Cash Flow Collateral Documents, (b) was an Additional Cash Flow Agent or an Additional Cash
Flow Credit Facility Lender or an Affiliate of an Additional Cash Flow Agent or an Additional Cash Flow Credit Facility Lender,
in each case, on the date the applicable Additional Cash Flow Credit Facility became effective or at the time of entry into such
Bank Products Agreement, or at the time of the designation referred to in the following clause (c), and (c) has been
designated by the Company Representative in accordance with the terms of one or more Additional Cash Flow Collateral Documents
(provided that no Person shall, with respect to any Bank Products Agreement, be at any time a Bank Products Affiliate hereunder
with respect to more than one Credit Facility).


 


“Additional Cash
Flow Bank Products Provider” shall mean any Person (other than an Additional Cash Flow Bank Products Affiliate) that
has entered into a Bank Products Agreement with an Additional Cash Flow Credit Party with the obligations of such Additional Cash
Flow Credit Party thereunder being secured by one or more Additional Cash Flow Collateral Documents, as designated by the Company
Representative in accordance with the terms of one or more Additional Cash Flow Collateral Documents (provided that no Person shall,
with respect to any Bank Products Agreement, be at any time a Bank Products Provider hereunder with respect to more than one Credit
Facility).


 




    	 	10	 



     


    

 


“Additional Cash
Flow Collateral Documents” shall mean all “Security Documents” or comparable term as defined in any Additional
Cash Flow Credit Facility, and in any event shall include all security agreements, mortgages, deeds of trust, pledges and other
collateral documents executed and delivered in connection with any Additional Cash Flow Credit Facility, and any other agreement,
document or instrument pursuant to which a Lien is granted securing any Additional Cash Flow Obligations or under which rights
or remedies with respect to such Liens are governed, in each case as the same may be amended, restated, supplemented, waived or
otherwise modified from time to time.


 


“Additional Cash
Flow Credit Facilities” shall mean (a) any one or more agreements, instruments and documents under which
any Additional Cash Flow Indebtedness is or may be incurred, including any credit agreements, loan agreements, indentures, guarantees
or other financing agreements, in each case as the same may be amended, restated, supplemented, waived or otherwise modified from
time to time, together with (b) if designated by the Company Representative, any other agreement (including any credit
agreement, loan agreement, indenture or other financing agreement) extending the maturity of, consolidating, restructuring, refunding,
replacing or refinancing all or any portion of the Additional Cash Flow Obligations, whether by the same or any other lender, debtholder
or other creditor or group of lenders, debtholders or other creditors, or the same or any other agent, trustee or representative
therefor, or otherwise, and whether or not increasing the amount of any Indebtedness that may be incurred thereunder.


 


“Additional Cash
Flow Credit Facility Lenders” shall mean one or more holders of Additional Cash Flow Indebtedness (or commitments therefor)
that is or may be incurred under one or more Additional Cash Flow Credit Facilities, together with their successors, assigns and
transferees, as well as any Person designated as an “Additional Cash Flow Credit Facility Lender” under any Additional
Cash Flow Credit Facility.


 


“Additional Cash
Flow Credit Party” shall mean the Company, Holdings (so long as Holdings is a guarantor under any of the Additional Cash
Flow Guarantees), each direct or indirect Subsidiary of the Company or any of its Affiliates that is or becomes a party to any
Additional Cash Flow Document, and any other Person who becomes a guarantor under any of the Additional Cash Flow Guarantees, in
each case unless and until released from its guarantee obligations.


 


“Additional Cash
Flow Documents” shall mean any Additional Cash Flow Credit Facilities, any Additional Cash Flow Guarantees, any Additional
Cash Flow Collateral Documents, any Bank Products Agreements between any Additional Cash Flow Credit Party and any Additional Cash
Flow Bank Products Affiliate or any Additional Cash Flow Bank Products Provider, any Hedging Agreements between any Additional
Cash Flow Credit Party and any Additional Cash Flow Hedging Affiliate or any Additional Cash Flow Hedging Provider, any Management
Guarantee in favor of any Additional Cash Flow Management Credit Provider, and those other ancillary agreements as to which any
Additional Cash Flow Secured Party is a party or a beneficiary and all other agreements, instruments, documents and certificates,
now or hereafter executed by or on behalf of any Additional Cash Flow Credit Party or any of its respective Subsidiaries or Affiliates,
and delivered to any Additional Cash Flow Agent, in connection with any of the foregoing or any Additional Cash Flow Credit Facility,
including any intercreditor or joinder agreement among any of the Additional Cash Flow Secured Parties or among any of the Cash
Flow Secured Parties and Additional Cash Flow Secured Parties, in each case as the same may be amended, restated, supplemented,
waived or otherwise modified from time to time.


 




    	 	11	 



     


    

 


“Additional Cash
Flow Guarantees” shall mean any one or more guarantees of any Additional Cash Flow Obligations of any Additional Cash
Flow Credit Party by any other Additional Cash Flow Credit Party in favor of any Additional Cash Flow Secured Party, in each case
as the same may be amended, restated, supplemented, waived or otherwise modified from time to time.


 


“Additional Cash
Flow Hedging Affiliate” shall mean any Person who (a) has entered into a Hedging Agreement with an Additional
Cash Flow Credit Party with the obligations of such Additional Cash Flow Credit Party thereunder being secured by one or more Additional
Cash Flow Collateral Documents, (b) was an Additional Cash Flow Agent or an Additional Cash Flow Credit Facility Lender
or an Affiliate of an Additional Cash Flow Agent or an Additional Cash Flow Credit Facility Lender, in each case, on the date the
applicable Additional Cash Flow Credit Facility became effective or at the time of entry into such Hedging Agreement, or at the
time of the designation referred to in the following clause (c), and (c) has been designated by the Company Representative
in accordance with the terms of one or more Additional Cash Flow Collateral Documents (provided that no Person shall, with respect
to any Hedging Agreement, be at any time a Hedging Affiliate hereunder with respect to more than one Credit Facility).


 


“Additional Cash
Flow Hedging Provider” shall mean any Person (other than an Additional Cash Flow Hedging Affiliate) that has entered
into a Hedging Agreement with an Additional Cash Flow Credit Party with the obligations of such Additional Cash Flow Credit Party
thereunder being secured by one or more Additional Cash Flow Collateral Documents, as designated by the Company Representative
in accordance with the terms of one or more Additional Cash Flow Collateral Documents (provided that no Person shall, with respect
to any Hedging Agreement, be at any time a Hedging Provider hereunder with respect to more than one Credit Facility).


 


“Additional Cash
Flow Indebtedness” shall mean any Additional Indebtedness that is designated by the Company Representative as “Additional
Cash Flow Indebtedness” in the relevant Additional Indebtedness Designation.


 


“Additional Cash
Flow Management Credit Provider” shall mean any Person who (a) is a beneficiary of a Management Guarantee
provided by an Additional Cash Flow Credit Party, with the obligations of the applicable Additional Cash Flow Credit Party thereunder
being secured by one or more Additional Cash Flow Collateral Documents and (b) has been designated by the Company Representative
in accordance with the terms of one or more Additional Cash Flow Collateral Documents (provided that no Person shall, with respect
to any Management Guarantee, be at any time a Management Credit Provider with respect to more than one Credit Facility).


 




    	 	12	 



     


    

 


“Additional Cash
Flow Obligations” shall mean any and all loans or notes and all other obligations, liabilities and indebtedness of every
kind, nature and description, whether now existing or hereafter arising, whether arising before, during or after the commencement
of any case with respect to any Additional Cash Flow Credit Party under the Bankruptcy Code or any other Insolvency Proceeding,
owing by each Additional Cash Flow Credit Party from time to time to any Additional Cash Flow Agent, any Additional Cash Flow Secured
Parties or any of them, including any Additional Cash Flow Bank Products Affiliates, any Additional Cash Flow Hedging Affiliates,
any Additional Cash Flow Bank Products Providers, any Additional Cash Flow Hedging Providers or any Additional Cash Flow Management
Credit Providers, under any Additional Cash Flow Document, whether for principal, interest (including interest, fees and expenses
which, but for the commencement of an Insolvency Proceeding with respect to such Additional Cash Flow Credit Party, would have
accrued on any Additional Cash Flow Obligation, whether or not a claim is allowed against such Additional Cash Flow Credit Party
for such interest, fees and expenses in the related Insolvency Proceeding), reimbursement of amounts drawn under letters of credit,
payments for early termination of Hedging Agreements, fees, expenses, indemnification or otherwise, and all other amounts owing
or due under the terms of the Additional Cash Flow Documents, as amended, restated, modified, renewed, refunded, replaced or refinanced
in whole or in part from time to time.


 


“Additional Cash
Flow Recovery” shall have the meaning set forth in Section 5.3(d).


 


“Additional Cash
Flow Secured Parties” shall mean all Additional Cash Flow Agents, all Additional Cash Flow Credit Facility Lenders, all
Additional Cash Flow Bank Products Affiliates, all Additional Cash Flow Bank Products Providers, all Additional Cash Flow Hedging
Affiliates, all Additional Cash Flow Hedging Providers and all Additional Cash Flow Management Credit Providers, and all successors,
assigns, transferees and replacements thereof, as well as any Person designated as an “Additional Cash Flow Secured Party”
under any Additional Cash Flow Credit Facility; and with respect to any Additional Cash Flow Agent shall mean the Additional Cash
Flow Secured Parties represented by such Additional Cash Flow Agent.


 


“Additional Collateral
Documents” shall mean any Additional ABL Collateral Documents and any Additional Cash Flow Collateral Documents.


 


“Additional Credit
Facilities” shall mean any Additional ABL Credit Facilities and any Additional Cash Flow Credit Facilities.


 


“Additional Credit
Party” shall mean any Additional ABL Credit Party and any Additional Cash Flow Credit Party.


 


“Additional Documents”
shall mean any Additional ABL Documents and any Additional Cash Flow Documents.


 


“Additional Effective
Date” shall have the meaning set forth in Section 7.11(b).


 




    	 	13	 



     


    

 


“Additional Guarantees”
shall mean any Additional ABL Guarantees and any Additional Cash Flow Guarantees.


 


“Additional Guarantor”
shall mean any Additional Credit Party that at any time has provided an Additional Guarantee.


 


“Additional Indebtedness”
shall mean any Additional Specified Indebtedness that (1) is secured by a Lien on Collateral and is permitted to be so secured
by:


 


(a)          prior
to the Discharge of ABL Obligations, Subsection 8.14 of the Original ABL Credit Agreement (if the Original ABL Credit Agreement
is then in effect) or the corresponding negative covenant restricting Liens contained in any other ABL Credit Agreement then in
effect if the Original ABL Credit Agreement is not then in effect (which covenant is designated in such ABL Credit Agreement as
applicable for purposes of this definition);


 


(b)          prior
to the Discharge of Cash Flow Obligations, Subsection 8.6 of the Original Cash Flow Credit Agreement (if the Original Cash Flow
Credit Agreement is then in effect) or the corresponding negative covenant restricting Liens contained in any other Cash Flow Credit
Agreement then in effect if the Original Cash Flow Credit Agreement is not then in effect (which covenant is designated in such
Cash Flow Credit Agreement as applicable for purposes of this definition); and


 


(c)          prior
to the Discharge of Additional Obligations, any negative covenant restricting Liens contained in any applicable Additional Credit
Facility then in effect (which covenant is designated in such Additional Credit Facility as applicable for purposes of this definition);
and


 


(2) is designated
as “Additional Indebtedness” by the Company Representative pursuant to an Additional Indebtedness Designation and in
compliance with the procedures set forth in Section 7.11.


 


As used in this definition
of “Additional Indebtedness”, the term “Lien” shall have the meaning set forth (x) for purposes
of the preceding clause (1)(a), prior to the Discharge of ABL Obligations, in the Original ABL Credit Agreement (if the Original
ABL Credit Agreement is then in effect), or in any other ABL Credit Agreement then in effect (if the Original ABL Credit Agreement
is not then in effect), (y) for purposes of the preceding clause (1)(b), prior to the Discharge of Cash Flow Obligations,
in the Original Cash Flow Credit Agreement (if the Original Cash Flow Credit Agreement is then in effect), or in any other Cash
Flow Credit Agreement then in effect (if the Original Cash Flow Credit Agreement is not then in effect), and (z) for
purposes of the preceding clause (1)(c), prior to the Discharge of Additional Obligations, in the applicable Additional Credit
Facility then in effect.


 


“Additional Indebtedness
Designation” shall mean a certificate of the Company Representative with respect to Additional Indebtedness substantially
in the form of Exhibit A attached hereto.


 




    	 	14	 



     


    

 


“Additional Indebtedness
Joinder” shall mean a joinder agreement executed by one or more Additional Agents in respect of the Additional Indebtedness
subject to an Additional Indebtedness Designation, on behalf of one or more Additional Secured Parties in respect of such Additional
Indebtedness, substantially in the form of Exhibit B attached hereto.


 


“Additional Obligations”
shall mean any Additional ABL Obligations and any Additional Cash Flow Obligations.


 


“Additional Secured
Parties” shall mean any Additional ABL Secured Parties and any Additional Cash Flow Secured Parties.


 


“Additional Specified
Indebtedness” shall mean any Indebtedness that is or may from time to time be incurred by any Credit Party in compliance
with:


 


(a)          prior
to the Discharge of ABL Obligations, Subsection 8.13 of the Original ABL Credit Agreement (if the Original ABL Credit Agreement
is then in effect) or the corresponding negative covenant restricting Indebtedness contained in any other ABL Credit Agreement
then in effect if the Original ABL Credit Agreement is not then in effect (which covenant is designated in such ABL Credit Agreement
as applicable for purposes of this definition);


 


(b)          prior
to the Discharge of Cash Flow Obligations, Subsection 8.1 of the Original Cash Flow Credit Agreement (if the Original Cash Flow
Credit Agreement is then in effect) or the corresponding negative covenant restricting Indebtedness contained in any other Cash
Flow Credit Agreement then in effect if the Original Cash Flow Credit Agreement is not then in effect (which covenant is designated
in such Cash Flow Credit Agreement as applicable for purposes of this definition); and


 


(c)          prior
to the Discharge of Additional Obligations, any negative covenant restricting Indebtedness contained in any Additional Credit Facility
then in effect (which covenant is designated in such Additional Credit Facility as applicable for purposes of this definition).


 


As used in this definition
of “Additional Specified Indebtedness”, the term “Indebtedness” shall have the meaning set forth (x) for
purposes of the preceding clause (a), prior to the Discharge of ABL Obligations, in the Original ABL Credit Agreement (if the Original
ABL Credit Agreement is then in effect), or in any other ABL Credit Agreement then in effect (if the Original ABL Credit Agreement
is not then in effect), (y) for purposes of the preceding clause (b), prior to the Discharge of Cash Flow Obligations,
in the Original Cash Flow Credit Agreement (if the Original Cash Flow Credit Agreement is then in effect), or in any other Cash
Flow Credit Agreement then in effect (if the Original Cash Flow Credit Agreement is not then in effect), and (z) for
purposes of the preceding clause (c), prior to the Discharge of Additional Obligations, in the applicable Additional Credit Facility
then in effect. In the event that any Indebtedness as defined in any such Credit Document shall not be Indebtedness as defined
in any other such Credit Document, but is or may be incurred in compliance with such other Credit Document, such Indebtedness shall
constitute Additional Specified Indebtedness for the purposes of such other Credit Document.


 




    	 	15	 



     


    

 


“Affiliate”
shall mean, with respect to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or
is under common control with, such Person. For purposes of this definition, “control” of a Person shall mean the power,
directly or indirectly, either to (a) vote 20% or more of the securities having ordinary voting power for the election
of directors of such Person or (b) direct or cause the direction of the management and policies of such Person, whether
by contract or otherwise.


 


“Agent”
shall mean the ABL Agent, the Cash Flow Agent and any Additional Agent, as applicable.


 


“Agreement”
shall mean this Intercreditor Agreement, as the same may be amended, supplemented, waived or otherwise modified from time to time
pursuant to the terms hereof.


 


“Alternative DIP
Offer” shall have the meaning set forth in Section 6.1(c)(ii).


 


“Asset Sales Proceeds
Account” shall mean one or more Deposit Accounts or Securities Accounts holding only the proceeds of any sale or disposition
of any Cash Flow Priority Collateral and the Proceeds of investment thereof.


 


“Bank Products Affiliate”
shall mean any ABL Bank Products Affiliate, any Cash Flow Bank Products Affiliate, any Additional ABL Bank Products Affiliate or
any Additional Cash Flow Bank Products Affiliate, as applicable.


 


“Bank Products Agreement”
shall mean any agreement pursuant to which a bank or other financial institution or other Person agrees to provide (a) treasury
services, (b) credit card, debit card, merchant card, purchasing card, stored value card, non-card electronic payable
or other similar services (including the processing of payments and other administrative services with respect thereto), (c) cash
management or related services (including controlled disbursements, automated clearinghouse transactions, return items, netting,
overdrafts, depository, lockbox, stop payment, electronic funds transfer, information reporting, wire transfer and interstate depository
network services) and (d) other banking, financial or treasury products or services as may be requested by any Credit
Party (other than letters of credit and other than loans and advances except Indebtedness arising from services described in items
(a) through (c) of this definition), including, for the avoidance of doubt, bank guarantees.


 


“Bank Products Provider”
shall mean any Cash Flow Bank Products Provider, any Additional ABL Bank Products Provider or any Additional Cash Flow Bank Products
Provider, as applicable.


 


“Bankruptcy Code”
shall mean title 11 of the United States Code.


 


“Bankruptcy Law”
shall mean the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other
applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.


 


“Borrower”
shall mean any of the ABL Borrowers, the Cash Flow Borrower and any Additional Borrower.


 




    	 	16	 



     


    

 


“Business Day”
shall mean a day other than a Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or
required by law to close.


 


“Canadian Subsidiary”
shall mean any Subsidiary of the Company that is incorporated or organized under the laws of Canada or any province thereof.


 


“Capital Stock”
shall mean any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation,
any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants or options to purchase
any of the foregoing.


 


“Capitalized Lease
Obligation” shall mean an obligation that is required to be classified and accounted for as a capitalized lease for financial
reporting purposes in accordance with generally accepted accounting principles as in effect in the United States.


 


“Cash Collateral”
shall mean any Collateral consisting of Money or Cash Equivalents, any Security Entitlement and any Financial Assets.


 


“Cash Equivalents”
shall mean (a) money, (b) securities issued or fully guaranteed or insured by the United States of America,
Canada, the United Kingdom, Switzerland or a member state of the European Union or any agency or instrumentality of any thereof,
(c) time deposits, certificates of deposit or bankers’ acceptances of (i) any ABL Secured Party,
any Cash Flow Secured Party or any Additional Secured Party or any Affiliate thereof or (ii) any commercial bank having
capital and surplus in excess of $250,000,000 (or the foreign currency equivalent thereof as of the date of such investment) and
the commercial paper of the holding company of which is rated at least A-2 or the equivalent thereof by S&P or at least P-2
or the equivalent thereof by Moody’s (or, if at such time neither is issuing ratings, a comparable rating of another nationally
recognized rating agency), (d) repurchase obligations with a term of not more than ten days for underlying securities
of the types described in clauses (b) and (c) above entered into with any financial institution meeting the qualifications specified
in clause (c)(i) or (c)(ii) above, (e) money market instruments, commercial paper or other short-term obligations rated
at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody’s (or, if at such time
neither is issuing ratings, a comparable rating of another nationally recognized rating agency), (f) investments in
money market funds complying with the risk limiting conditions of Rule 2a-7 or any successor rule of the Securities and Exchange
Commission under the Investment Company Act of 1940, as amended, (g) investment funds investing at least 90.0% of their
assets in cash equivalents of the types described in clauses (a) through (f) above (which funds may also hold cash pending investment
and/or distribution), (h) investments similar to any of the foregoing denominated in foreign currencies approved by
the board of directors of the Company Representative and (i) solely with respect to any Captive Insurance Subsidiary (as
defined in the Original ABL Credit Agreement, whether or not then in effect), any investment that any such Person is permitted
to make in accordance with applicable law.


 


“Cash Flow Agent”
shall mean JPMorgan Chase Bank, N.A., as collateral agent under the Original Cash Flow Credit Agreement, together with its successors
and assigns in such capacity from time to time, whether under the Original Cash Flow Credit Agreement or any subsequent Cash Flow
Credit Agreement, as well as any Person designated as the “Agent” or “Collateral Agent” under any Cash
Flow Credit Agreement.


 




    	 	17	 



     


    

 


“Cash Flow Bank
Products Affiliate” shall mean any Person who (a) has entered into a Bank Products Agreement with a Cash
Flow Credit Party with the obligations of such Cash Flow Credit Party thereunder being secured by one or more Cash Flow Collateral
Documents, (b) was a Cash Flow Agent or a Cash Flow Credit Agreement Lender or an Affiliate of a Cash Flow Agent or
a Cash Flow Credit Agreement Lender, in each case, at the time of entry into such Bank Products Agreement, or on or prior to September
30, 2018, or at the time of the designation referred to in the following clause (c), and (c) has been designated by
the Company Representative in accordance with the terms of one or more Cash Flow Collateral Documents (provided that no Person
shall, with respect to any Bank Products Agreement, be at any time a Bank Products Affiliate hereunder with respect to more than
one Credit Facility).


 


“Cash Flow Bank
Products Provider” shall mean any Person (other than a Cash Flow Bank Products Affiliate) that has entered into a Bank
Products Agreement with a Cash Flow Credit Party with the obligations of such Cash Flow Credit Party thereunder being secured by
one or more Cash Flow Collateral Documents, as designated by the Company Representative in accordance with the terms of one or
more Cash Flow Collateral Documents (provided that no Person shall, with respect to any Bank Products Agreement, be at any time
a Bank Products Provider hereunder with respect to more than one Credit Facility).


 


“Cash Flow Borrower”
shall mean the Company, in its capacity as a borrower under the Cash Flow Credit Agreement, together with its successors and assigns.


 


“Cash Flow Collateral
Documents” shall mean all “Security Documents” as defined in the Original Cash Flow Credit Agreement, and
all other security agreements, mortgages, deeds of trust, pledges and other collateral documents executed and delivered in connection
with any Cash Flow Credit Agreement, and any other agreement, document or instrument pursuant to which a Lien is granted securing
any Cash Flow Obligations or under which rights or remedies with respect to such Liens are governed, in each case as the same may
be amended, restated, supplemented, waived or otherwise modified from time to time.


 


“Cash Flow Collateral
Exposure” shall mean, as to any Cash Flow Credit Agreement or Additional Cash Flow Credit Facility as of the date of
determination, the sum of (a) as to any revolving facility, the total commitments (whether funded or unfunded) of the
Cash Flow Collateral Secured Parties to make loans and other extensions of credit thereunder (or after the termination of such
commitments, the total outstanding principal amount of loans and other extensions of credit under such facility and the aggregate
then undrawn and unexpired amount of the then outstanding letters of credit under the Cash Flow Priority Collateral Documents)
plus (b) as to any other facility, the outstanding principal amount of Cash Flow Obligations or Additional Cash Flow
Obligations (as applicable) thereunder.


 


“Cash Flow Collateral
Intercreditor Agreement” shall mean an intercreditor agreement substantially in the Form of Exhibit J-2 to the Original
Cash Flow Credit Agreement as the same may be amended, restated, supplemented, waived or otherwise modified from time to time in
accordance with the terms thereof.


 




    	 	18	 



     


    

 


“Cash Flow Collateral
Obligations” shall mean the Cash Flow Obligations and any Additional Cash Flow Obligations.


 


“Cash Flow Collateral
Representative” shall mean the Cash Flow Agent acting for the Cash Flow Collateral Secured Parties, unless the Cash Flow
Collateral Exposure under any Additional Cash Flow Credit Facility exceeds the Cash Flow Collateral Exposure under the Cash Flow
Credit Agreement, and in such case (unless otherwise agreed in writing between the Cash Flow Agent and any Additional Cash Flow
Agent or, after the Discharge of Cash Flow Obligations, between any Additional Cash Flow Agents), the Additional Cash Flow Agent
under such Additional Cash Flow Credit Facility (or, if there is more than one such Additional Cash Flow Credit Facility, the Additional
Cash Flow Credit Facility under which the greatest Cash Flow Collateral Exposure is outstanding at the time) acting for the Cash
Flow Collateral Secured Parties. In addition, in the event that any Additional Cash Flow Agent subordinates its security interest
in any Cash Flow Priority Collateral to the security interest of the ABL Agent or any Additional ABL Agent as permitted by Sections
2.1(a)(6) and 2.1(a)(8) or which otherwise has an Impairment with respect to all or substantially all of the Cash Flow
Priority Collateral then such Additional Cash Flow Agent shall not serve as Cash Flow Collateral Representative (unless (x) the
Discharge of Cash Flow Obligations has occurred and (y) either such Additional Cash Flow Agent is the only Additional
Cash Flow Agent or each other Additional Cash Flow Agent has similarly subordinated its security interest) and, in such event the
Cash Flow Collateral Representative will be selected as if the disqualified Additional Cash Flow Agent and the Additional Cash
Flow Obligations represented thereby did not exist.


 


“Cash Flow Collateral
Secured Parties” shall mean the Cash Flow Secured Parties and any Additional Cash Flow Secured Parties.


 


“Cash Flow Credit
Agreement” shall mean (i) if the Original Cash Flow Credit Agreement is then in effect, the Original Cash
Flow Credit Agreement and (ii) thereafter, if designated by the Company Representative, any other credit agreement,
loan agreement, note agreement, promissory note, indenture or other agreement or instrument evidencing or governing the terms of
any indebtedness or other financial accommodation that complies with clause (1) of the definition of “Additional Indebtedness”
and has been incurred to refund, refinance, restructure, replace, renew, repay, increase or extend (whether in whole or in part
and whether with the original agent and creditors or other agents and creditors or otherwise) the indebtedness and other obligations
outstanding under (x) the Original Cash Flow Credit Agreement or (y) any subsequent Cash Flow Credit Agreement
(in each case, as amended, restated, supplemented, waived or otherwise modified from time to time); provided, that the requisite
creditors party to such Cash Flow Credit Agreement (or their agent or other representative on their behalf) shall agree, by a joinder
agreement substantially in the form of Exhibit C attached hereto or otherwise in form and substance reasonably satisfactory
to any Additional Agent (other than any Designated Agent) (or, if there is no continuing Agent other than the Cash Flow Agent and
any Designated Agent, as designated by the Company Representative), that the obligations under such Cash Flow Credit Agreement
are subject to the terms and provisions of this Agreement. Any reference to the Cash Flow Credit Agreement shall be deemed a reference
to any Cash Flow Credit Agreement then in existence.


 




    	 	19	 



     


    

 


“Cash Flow Credit
Agreement Lenders” shall mean the lenders, debtholders and other creditors party from time to time to the Cash Flow Credit
Agreement, together with their successors, assigns and transferees, as well as any Person designated as a “Cash Flow Credit
Agreement Lender” under any Cash Flow Credit Agreement.


 


“Cash Flow Credit
Parties” shall mean the Cash Flow Borrower, the Cash Flow Guarantors and each other direct or indirect Subsidiary of
the Company or any of its Affiliates that is now or hereafter becomes a party to any Cash Flow Document.


 


“Cash Flow Documents”
shall mean the Cash Flow Credit Agreement, the Cash Flow Guarantees, the Cash Flow Collateral Documents, any Bank Products Agreements
between any Cash Flow Credit Party and any Cash Flow Bank Products Affiliate or any Cash Flow Bank Products Provider, any Hedging
Agreements between any Cash Flow Credit Party and any Cash Flow Hedging Affiliate or any Cash Flow Hedging Provider, any Management
Guarantee in favor of any Cash Flow Management Credit Provider, and those other ancillary agreements as to which the Cash Flow
Agent or any Cash Flow Secured Party is a party or a beneficiary and all other agreements, instruments, documents and certificates,
now or hereafter executed by or on behalf of any Cash Flow Credit Party or any of its respective Subsidiaries or Affiliates, and
delivered to the Cash Flow Agent, in connection with any of the foregoing or any Cash Flow Credit Agreement, in each case as the
same may be amended, restated, supplemented, waived or otherwise modified from time to time.


 


“Cash Flow Guarantees”
shall mean that certain guarantee agreement dated as of the date hereof by the Cash Flow Guarantors in favor of the Cash Flow Agent,
and all other guarantees of any Cash Flow Obligations of any Cash Flow Credit Party by any other Cash Flow Credit Party in favor
of any Cash Flow Secured Party, in each case as amended, restated, supplemented, waived or otherwise modified from time to time.


 


“Cash Flow Guarantors”
shall mean the collective reference to Holdings (so long as Holdings is a guarantor under any of the Cash Flow Guarantees), each
of the Company’s Domestic Subsidiaries that is a guarantor under any of the Cash Flow Guarantees and any other Person who
becomes a guarantor under any of the Cash Flow Guarantees, in each case unless and until released from its guarantee obligations.


 


“Cash Flow Hedging
Affiliate” shall mean any Person who (a) has entered into a Hedging Agreement with a Cash Flow Credit Party
with the obligations of such Cash Flow Credit Party thereunder being secured by one or more Cash Flow Collateral Documents, (b) was
a Cash Flow Agent or a Cash Flow Credit Agreement Lender or an Affiliate of a Cash Flow Agent or a Cash Flow Credit Agreement Lender,
in each case, at the time of entry into such Hedging Agreement, or on or prior to September 30, 2018, or at the time of the designation
referred to in the following clause (c), and (c) has been designated by the Company Representative in accordance with
the terms of one or more Cash Flow Collateral Documents (provided that no Person shall, with respect to any Hedging Agreement,
be at any time a Hedging Affiliate hereunder with respect to more than one Credit Facility).


 




    	 	20	 



     


    

 


“Cash Flow Hedging
Provider” shall mean any Person (other than a Cash Flow Hedging Affiliate) that has entered into a Hedging Agreement
with a Cash Flow Credit Party with the obligations of such Cash Flow Credit Party thereunder being secured by one or more Cash
Flow Collateral Documents, as designated by the Company Representative in accordance with the terms of one or more Cash Flow Collateral
Documents (provided that no Person shall, with respect to any Hedging Agreement, be at any time a Hedging Provider hereunder with
respect to more than one Credit Facility).


 


“Cash Flow Management
Credit Provider” shall mean any Person who (a) is a beneficiary of a Management Guarantee provided by a Cash
Flow Credit Party, with the obligations of the applicable Cash Flow Credit Party thereunder being secured by one or more Cash Flow
Collateral Documents and (b) has been designated by the Company Representative in accordance with the terms of one
or more Cash Flow Collateral Documents (provided that no Person shall, with respect to any Management Guarantee, be at any time
a Management Credit Provider with respect to more than one Credit Facility).


 


“Cash Flow Obligations”
shall mean any and all loans and all other obligations, liabilities and indebtedness of every kind, nature and description, whether
now existing or hereafter arising, whether arising before, during or after the commencement of any case with respect to any Cash
Flow Credit Party under the Bankruptcy Code or any other Insolvency Proceeding, owing by each Cash Flow Credit Party from time
to time to the Cash Flow Agent, the “administrative agent” or “agent” under the Cash Flow Credit Agreement,
the Cash Flow Credit Agreement Lenders or any of them, including any Cash Flow Bank Products Affiliates, any Cash Flow Hedging
Affiliates, any Cash Flow Bank Products Providers, any Cash Flow Hedging Providers, or any Cash Flow Management Credit Providers,
under any Cash Flow Document, whether for principal, interest (including interest, fees and expenses which, but for the commencement
of an Insolvency Proceeding with respect to such Cash Flow Credit Party, would have accrued on any Cash Flow Obligation, whether
or not a claim is allowed against such Cash Flow Credit Party for such interest, fees and expenses in the related Insolvency Proceeding),
reimbursement of amounts drawn under letters of credit, payments for early termination of Hedging Agreements, fees, expenses, indemnification
or otherwise, and all other amounts owing or due under the terms of the Cash Flow Documents, as amended, restated, modified, renewed,
refunded, replaced or refinanced in whole or in part from time to time, including all “Obligations”, as defined in
the Guarantee and Collateral Agreement (as defined in the Original Cash Flow Credit Agreement).


 


“Cash Flow Priority
Collateral” shall mean all Collateral, other than the ABL Priority Collateral, including all Real Property, Equipment,
Intellectual Property and Capital Stock of the Company and its direct or indirect Subsidiaries, collateral security and guarantees
with respect to any Cash Flow Priority Collateral and all cash, Money, instruments, securities, financial assets and deposit accounts
directly received as Proceeds of any Cash Flow Priority Collateral (such Proceeds, “Cash Flow Priority Proceeds”);
provided, however, that no Proceeds of Cash Flow Priority Proceeds will constitute Cash Flow Priority Collateral
unless such Proceeds of Cash Flow Priority Proceeds would otherwise constitute Cash Flow Priority Collateral or are credited to
any Asset Sales Proceeds Account, provided, further, that under no circumstance shall ABL Canadian Collateral or
Excluded Assets (as defined in the next succeeding sentence) be Cash Flow Priority Collateral. As used in this definition of “Cash
Flow Priority Collateral”, the term “Excluded Assets” shall have the meaning provided (x) prior
to the Discharge of Cash Flow Obligations, in the Original Cash Flow Credit Agreement (if the Original Cash Flow Credit Agreement
is then in effect), or in any other Additional Cash Flow Credit Facility then in effect (if the Original Cash Flow Credit Agreement
is not then in effect) or in the Cash Flow Collateral Documents relating thereto, and (y) from and after the Discharge
of Cash Flow Obligations, in the applicable Additional Cash Flow Credit Facility then in effect which is designated as applicable
for the purposes of this definition or in the Additional Cash Flow Collateral Documents relating thereto.


 




    	 	21	 



     


    

 


“Cash Flow Priority
Collateral Documents” shall mean the Cash Flow Documents and any Additional Cash Flow Documents, as applicable.


 


“Cash Flow Priority
Proceeds” shall have the meaning set forth in the definition of Cash Flow Priority Collateral in this Agreement.


 


“Cash Flow Recovery”
shall have the meaning set forth in Section 5.3(b).


 


“Cash Flow Secured
Parties” shall mean the Cash Flow Agent, all Cash Flow Credit Agreement Lenders, all Cash Flow Bank Products Affiliates,
all Cash Flow Bank Products Providers, all Cash Flow Hedging Affiliates, all Cash Flow Hedging Providers and all Cash Flow Management
Credit Providers, and all successors, assigns, transferees and replacements thereof, as well as any Person designated as a “Cash
Flow Secured Party” under any Cash Flow Credit Agreement.


 


“Collateral”
shall mean all Property now owned or hereafter acquired by any Credit Party in or upon which a Lien is granted or purported to
be granted to the ABL Agent, the Cash Flow Agent or any Additional Agent under any of the ABL Collateral Documents, the Cash Flow
Collateral Documents or the Additional Collateral Documents, together with all rents, issues, profits, products, and Proceeds thereof
to the extent a Lien is granted or purported to be granted therein to the applicable Agent by such applicable documents, but excluding
any ABL Canadian Collateral.


 


“Commodities Agreement”
shall mean, in respect of a Person, any commodity futures contract, forward contract, option or similar agreement or arrangement
(including derivative agreements or arrangements), as to which such Person is a party or beneficiary.


 


“Company”
shall mean Pisces Midco, Inc., a Delaware corporation, and any successor in interest thereto.


 


“Company Representative”
shall mean the Person most recently designated as “Borrower Representative” under the Original ABL Credit Agreement
or, if no such Person has been designated, the Company.


 


“Conforming Plan
of Reorganization” shall mean any Plan of Reorganization whose provisions are consistent with the provisions of this
Agreement.


 


“Control Collateral”
shall mean any Collateral consisting of any certificated Security, Investment Property, Deposit Account, Instruments, Chattel Paper
and any other Collateral as to which a Lien may be perfected through possession or control by the secured party, or any agent therefor.


 




    	 	22	 



     


    

 


“Copyright Licenses”
shall mean, with respect to any Credit Party, all United States written license agreements of such Credit Party providing for the
grant by or to such Credit Party of any right to use any United States copyright of such Credit Party, other than agreements with
any Person who is an Affiliate or a Subsidiary of the Company or such Credit Party, subject, in each case, to the terms of such
license agreements, and the right to prepare for sale, sell and advertise for sale, all Inventory now or hereafter covered by such
licenses.


 


“Copyrights”
shall mean, with respect to any Credit Party, all of such Credit Party’s right, title and interest in and to all United States
copyrights, whether or not the underlying works of authorship have been published or registered, United States copyright registrations
and copyright applications, and (i) all renewals thereof, (ii) all income, royalties, damages and payments
now or hereafter due and/or payable with respect thereto, including payments under all licenses entered into in connection therewith,
and damages and payments for past or future infringements thereof and (iii) the right to sue or otherwise recover for
past, present and future infringements and misappropriations thereof.


 


“Credit Documents”
shall mean the ABL Documents, the Cash Flow Documents and any Additional Documents.


 


“Credit Facility”
shall mean the ABL Credit Agreement, the Cash Flow Credit Agreement or any Additional Credit Facility, as applicable.


 


“Credit Parties”
shall mean the ABL Credit Parties, the Cash Flow Credit Parties and any Additional Credit Parties.


 


“Currency Agreement”
shall mean, in respect of a Person, any foreign exchange contract, currency swap agreement or other similar agreement or arrangements
(including derivative agreements or arrangements), as to which such Person is a party or a beneficiary.


 


“Designated Agent”
shall mean any Additional Agent, any Cash Flow Agent under any Cash Flow Credit Agreement other than the Original Cash Flow Credit
Agreement, or any ABL Agent under any ABL Credit Agreement other than the Original ABL Credit Agreement, in each case that the
Company Representative designates as a Designated Agent (as confirmed in writing by such Agent if such designation is made subsequent
to the joinder of such Agent to this Agreement), as and to the extent so designated. Such designation may be for all purposes under
this Agreement, or may be for one or more specified purposes thereunder or provisions thereof.


 


“DIP Financing”
shall have the meaning set forth in Section 6.1(a).


 


“DIP Offer”
shall have the meaning set forth in Section 6.1(c)(i).


 


“Discharge of ABL
Collateral Obligations” shall mean the Discharge of ABL Obligations and (if applicable) the Discharge of Additional ABL
Obligations for each Additional ABL Credit Facility.


 




    	 	23	 



     


    

 


“Discharge of ABL
Obligations” shall mean:


 


(a)          the
payment in full in cash of the applicable ABL Obligations that are outstanding and unpaid at the time all Indebtedness under the
applicable ABL Credit Agreement is paid in full in cash, (i) including (if applicable), with respect to amounts available
to be drawn under outstanding letters of credit issued thereunder at such time (or indemnities or other undertakings issued pursuant
thereto in respect of outstanding letters of credit at such time), delivery or provision of cash or backstop letters of credit
in respect thereof in compliance with the terms of any such ABL Credit Agreement (which shall not exceed an amount equal to 101.5%
of the aggregate undrawn amount of such letters of credit) but (ii) excluding unasserted contingent indemnification
or other obligations under the applicable ABL Credit Agreement at such time; and


 


(b)          the
termination of all then outstanding commitments to extend credit under the ABL Documents at such time.


 


“Discharge of Additional
ABL Obligations” shall mean if any Indebtedness shall at any time have been incurred under any Additional ABL Credit
Facility, with respect to each Additional ABL Credit Facility:


 


(a)          the
payment in full in cash of the applicable Additional ABL Obligations that are outstanding and unpaid at the time all Additional
ABL Indebtedness under such Additional ABL Credit Facility is paid in full in cash, (i) including (if applicable),
with respect to amounts available to be drawn under outstanding letters of credit issued thereunder (or indemnities or other undertakings
issued pursuant thereto in respect of outstanding letters of credit) delivery or provision of cash or backstop letters of credit
in respect thereof in compliance with the terms of any such Additional ABL Credit Facility (which shall not exceed an amount equal
to 101.5% of the aggregate undrawn amount of such letters of credit) but (ii) excluding unasserted contingent indemnification
or other obligations under the applicable Additional ABL Credit Facility at such time; and


 


(b)          the
termination of all then outstanding commitments to extend credit under the Additional ABL Documents at such time.


 


“Discharge of Additional
Cash Flow Obligations” shall mean if any Indebtedness shall at any time have been incurred under any Additional Cash
Flow Credit Facility, with respect to each Additional Cash Flow Credit Facility:


 


(a)          the
payment in full in cash of the applicable Additional Cash Flow Obligations that are outstanding and unpaid at the time all Additional
Cash Flow Indebtedness under such Additional Cash Flow Credit Facility is paid in full in cash, (i) including (if applicable),
with respect to amounts available to be drawn under outstanding letters of credit issued thereunder at such time (or indemnities
or other undertakings issued pursuant thereto in respect of outstanding letters of credit at such time), delivery or provision
of cash or backstop letters of credit in respect thereof in compliance with the terms of any such Additional Cash Flow Credit Facility
(which shall not exceed an amount equal to 101.5% of the aggregate undrawn amount of such letters of credit) but (ii) excluding
unasserted contingent indemnification or other obligations under the applicable Additional Cash Flow Credit Facility at such time;
and


 




    	 	24	 



     


    

 


(b)          the
termination of all then outstanding commitments to extend credit under the Additional Cash Flow Documents at such time.


 


“Discharge of Additional
Obligations” shall mean the Discharge of Additional ABL Obligations (if applicable) for each Additional ABL Credit Facility
and the Discharge of Additional Cash Flow Obligations (if applicable) for each Additional Cash Flow Credit Facility.


 


“Discharge of Cash
Flow Collateral Obligations” shall mean the Discharge of Cash Flow Obligations and (if applicable) the Discharge of Additional
Cash Flow Obligations for each Additional Cash Flow Credit Facility.


 


“Discharge of Cash
Flow Obligations” shall mean:


 


(a)          the payment in full in
cash of the applicable Cash Flow Obligations that are outstanding and unpaid at the time all Indebtedness under the applicable
Cash Flow Credit Agreement is paid in full in cash, (i) including (if applicable), with respect to amounts available
to be drawn under outstanding letters of credit issued thereunder at such time (or indemnities or other undertakings issued pursuant
thereto in respect of outstanding letters of credit at such time), delivery or provision of cash or backstop letters of credit
in respect thereof in compliance with the terms of any such Cash Flow Credit Agreement (which shall not exceed an amount equal
to 101.5% of the aggregate undrawn amount of such letters of credit) but (ii) excluding unasserted contingent indemnification
or other obligations under the applicable Cash Flow Credit Agreement at such time; and


 


(b)          the termination of all
then outstanding commitments to extend credit under the Cash Flow Documents at such time.


 


“Disposition”
shall mean any sale, issuance, conveyance, transfer, lease or other disposition.


 


“Domestic Subsidiary”
shall mean any Subsidiary of the Company that is not a Foreign Subsidiary.


 


“Event of Default”
shall mean an Event of Default under any ABL Credit Agreement, any Cash Flow Credit Agreement or any Additional Credit Facility.


 


“Exercise Any Secured
Creditor Remedies” or “Exercise of Secured Creditor Remedies” shall mean:


 


(a)          the
taking of any action to enforce or realize upon any Lien, including the institution of any foreclosure proceedings or the noticing
of any public or private sale pursuant to Article 9 of the Uniform Commercial Code, or the taking of any action to enforce any
right or power to repossess, replevy, attach, garnish, levy upon or collect the Proceeds of any Lien;


 




    	 	25	 



     


    

 


(b)          the
exercise of any right or remedy provided to a secured creditor on account of a Lien under any of the Credit Documents, under applicable
law, by self-help repossession, by notification to account obligors of any Grantor, in an Insolvency Proceeding or otherwise, including
the election to retain any of the Collateral in satisfaction of a Lien;


 


(c)          the
taking of any action or the exercise of any right or remedy in respect of the collection on, set off against, marshalling of, injunction
respecting or foreclosure on the Collateral or the Proceeds thereof;


 


(d)          the
appointment of a receiver, receiver and manager or interim receiver of all or part of the Collateral;


 


(e)          the
sale, lease, license, or other disposition of all or any portion of the Collateral by private or public sale or any other means
permissible under applicable law;


 


(f)           the
exercise of any other right of a secured creditor under Part 6 of Article 9 of the Uniform Commercial Code;


 


(g)          the
exercise of any voting rights relating to any Capital Stock included in the Collateral; and


 


(h)          the
delivery of any notice, claim or demand relating to the Collateral to any Person (including any securities intermediary, depository
bank or landlord) in possession or control of any Collateral;


 


provided that (i) filing
a proof of claim or statement of interest in any Insolvency Proceeding, (ii) the acceleration of the ABL Obligations,
the Cash Flow Obligations or any Additional Obligations, (iii) the establishment of borrowing base and/or availability
reserves, collateral, Accounts or Inventory ineligibles, or other conditions for advances, (iv) the changing of advance
rates or advance sub-limits, (v) the imposition of a default rate or late fee, (vi) the collection and
application (including pursuant to “cash dominion” provisions) of Accounts or other monies deposited from time to time
in Commodity Accounts, Deposit Accounts or Securities Accounts, in each case, against the ABL Obligations or any Additional ABL
Obligations pursuant to the provisions of the ABL Documents or any applicable Additional ABL Documents (including the notification
of account debtors, depositary institutions or any other Person to deliver proceeds of ABL Priority Collateral to the ABL Agent
or any applicable Additional ABL Agent), (vii) the cessation of lending pursuant to the provisions of the ABL Documents,
the Cash Flow Documents or any applicable Additional Documents, including upon the occurrence of a default on the existence of
an over-advance, (viii) the consent by the ABL Agent to disposition by any Grantor of any of the ABL Priority Collateral
or the consent by the Cash Flow Collateral Representative to disposition by any Grantor of any of the Cash Flow Priority Collateral
or (ix) seeking adequate protection shall, in each case, not be deemed to be an Exercise of Secured Creditor Remedies.


 


“Financing Lease”
shall mean any lease of property, real or personal, the obligations of the lessee in respect of which are required to be capitalized
on a balance sheet of the lessee in accordance with generally accepted accounting principles as in effect in the United States.


 




    	 	26	 



     


    

 


“Foreign Subsidiary”
shall mean any Subsidiary of the Company (a) that is organized under the laws of any jurisdiction outside of the United
States of America and any Subsidiary of such Foreign Subsidiary or (b) that is a Foreign Subsidiary Holdco. Any subsidiary
of the Company which is organized and existing under the laws of Puerto Rico or any other territory of the United States of America
shall be a Foreign Subsidiary.


 


“Foreign Subsidiary
Holdco” shall mean any Subsidiary of the Company, so long as such Subsidiary has no material assets other than securities
or indebtedness of one or more Foreign Subsidiaries (or Subsidiaries thereof), Intellectual Property relating to such Foreign Subsidiaries
(or Subsidiaries thereof), and/or other assets (including cash, Cash Equivalents and Temporary Cash Investments) relating to an
ownership interest in any such securities, indebtedness, Intellectual Property or Subsidiaries.


 


“General Intangibles”
shall mean all “general intangibles” as such term is defined in the Uniform Commercial Code including with respect
to any Credit Party, all contracts, agreements, instruments and indentures in any form, and portions thereof, to which such Credit
Party is a party or under which such Credit Party has any right, title or interest or to which such Credit Party or any property
of such Credit Party is subject, as the same may be amended, restated, supplemented, waived or otherwise modified from time to
time.


 


“Governmental Authority”
shall mean any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government, including the European Union.


 


“Grantor”
shall mean any Grantor as defined in the ABL Collateral Documents or in the Cash Flow Collateral Documents, as the context requires.


 


“Guarantor”
shall mean any of the ABL Guarantors, the Cash Flow Guarantors and any Additional Guarantors.


 


“Hedging Affiliate”
shall mean any ABL Hedging Affiliate, any Cash Flow Hedging Affiliate, any Additional ABL Hedging Affiliate or any Additional Cash
Flow Hedging Affiliate, as applicable.


 


“Hedging Agreement”
shall mean any Interest Rate Agreement, Commodities Agreement, Currency Agreement or any other credit or equity swap, collar, cap,
floor or forward rate agreement, or other agreement or arrangement designed to protect against fluctuations in interest rates or
currency, commodity, credit or equity values or creditworthiness (including any option with respect to any of the foregoing and
any combination of the foregoing agreements or arrangements), and any confirmation executed in connection with any such agreement
or arrangement.


 


“Hedging Provider”
shall mean any Additional ABL Hedging Provider, any Additional Cash Flow Hedging Provider or any Cash Flow Hedging Provider, as
applicable.


 


“Holdings”
shall mean Pisces Holdings, Inc., a Delaware corporation, and any successor in interest thereto.


 




    	 	27	 



     


    

 


“Impairment”
shall (a) with respect to the Cash Flow Collateral Obligations, have the meaning set forth in Section 2.1(e),
and (b) with respect to the ABL Collateral Obligations, have the meaning set forth in Section 2.1(f).


 


“Indebtedness”
shall mean, with respect to any Person at any date, (a) all indebtedness of such Person for borrowed money or for the
deferred purchase price of property (other than trade liabilities incurred in the ordinary course of business and payable in accordance
with customary practices), which purchase price is due more than one year after the date of placing such property in final service
or taking final delivery and title thereto, (b) any other indebtedness of such Person which is evidenced by a note,
bond, debenture or similar instrument, (c) all obligations of such Person under Financing Leases, (d) all
obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments issued or created
for the account of such Person, (e) all obligations of such Person in respect of interest rate protection agreements,
interest rate futures, interest rate options, interest rate caps and any other interest rate hedge arrangements, (f) all
indebtedness or obligations of the types referred to in the preceding clauses (a) through (e) to the extent secured by any Lien
on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof
and (g) all guarantees by such Person of Indebtedness of other Persons, to the extent so guaranteed by such Person.


 


“Insolvency Proceeding”
shall mean (a) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy,
reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any general
assignment for the benefit of creditors, composition, marshalling of assets for creditors or other similar arrangement in respect
of its creditors generally or any substantial portion of its creditors; in each case covered by clauses (a) and (b) undertaken
under United States Federal, State or foreign law, including the Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada) and
the Companies’ Creditors Arrangement Act (Canada) or other applicable Bankruptcy Law.


 


“Intellectual Property”
shall mean, with respect to any Credit Party, the collective reference to such Credit Party’s Copyrights, Copyright Licenses,
Patents, Patent Licenses, Trade Secrets, Trade Secret Licenses, Trademarks and Trademark Licenses.


 


“Intercompany Loans”
shall mean any amounts owing by any Grantor to the Company or any of its Subsidiaries, whether or not evidenced by a promissory
note.


 


“Interest Rate Agreement”
shall mean, with respect to any Person, any interest rate protection agreement, future agreement, option agreement, swap agreement,
cap agreement, collar agreement, hedge agreement or other similar agreement or arrangement (including derivative agreements or
arrangements), as to which such Person is party or a beneficiary.


 


“Intervening ABL
Secured Party” shall have the meaning set forth in Section 4.1(h).


 


“Intervening Cash
Flow Creditor” shall have the meaning set forth in Section 4.1(h).


 




    	 	28	 



     


    

 


“Inventory”
shall have the meaning assigned in the Uniform Commercial Code as of the date hereof.


 


“Lien”
shall mean any mortgage, pledge, hypothecation, assignment for purposes of security, security deposit arrangement, encumbrance,
lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any Financing
Lease having substantially the same economic effect as any of the foregoing).


 


“Lien Priority”
shall mean, with respect to any Lien of the ABL Agent, the ABL Secured Parties, the Cash Flow Agent, the Cash Flow Secured Parties,
any Additional Agent or any Additional Secured Parties in the Collateral, the order of priority of such Lien as specified in Section 2.1.


 


“Management Credit
Provider” shall mean any ABL Management Credit Provider, Additional ABL Management Credit Provider, Additional Cash Flow
Management Credit Provider or Cash Flow Management Credit Provider, as applicable.


 


“Management Guarantee”
shall have the meaning assigned to such term in (a) with respect to the ABL Obligations, the Original ABL Credit Agreement
(if the Original ABL Credit Agreement is then in effect), or in any other ABL Credit Agreement then in effect (if the Original
ABL Credit Agreement is not then in effect), (b) with respect to any Additional ABL Obligations, any Additional ABL
Credit Facility, (c) with respect to any Additional Cash Flow Obligations, any Additional Cash Flow Credit Facility,
and (d) with respect to the Cash Flow Obligations, the Original Cash Flow Credit Agreement (if the Original Cash Flow
Credit Agreement is then in effect), or in any other Cash Flow Credit Agreement then in effect (if the Original Cash Flow Credit
Agreement is not then in effect).


 


“Matching DIP Offer”
shall have the meaning set forth in Section 6.1(c)(ii).


 


“Moody’s”
shall mean Moody’s Investors Service, Inc., and its successors.


 


“Non-Conforming
Plan of Reorganization” shall mean any Plan of Reorganization whose provisions are inconsistent with the provisions of
this Agreement, including any Plan of Reorganization that purports to re-order (whether by subordination, invalidation, or otherwise)
or otherwise disregard, in whole or part, the provisions of Article 2 (Lien Priorities), the provisions of Article 4 (Application
of Proceeds) or the provisions of Article 6 (Insolvency Proceedings).


 


“Original ABL Credit
Agreement” shall mean that certain ABL Credit Agreement, dated as of the date hereof, by and among the ABL Borrowers,
the Canadian borrowers from time to time party thereto, UBS AG, Stamford Branch, as administrative agent, the ABL Credit Agreement
Lenders and the ABL Agent, as amended, restated, supplemented, waived or otherwise modified from time to time.


 




    	 	29	 



     


    

 


“Original Cash Flow
Credit Agreement” shall mean that certain Cash Flow Credit Agreement, dated as of the date hereof, by and among the Cash
Flow Borrower, JPMorgan Chase Bank, N.A., as administrative agent, the Cash Flow Credit Agreement Lenders and the Cash Flow Agent,
as amended, restated, supplemented, waived or otherwise modified from time to time.


 


“Party”
shall mean the ABL Agent, the Cash Flow Agent or any Additional Agent, and “Parties” shall mean all of the ABL
Agent, the Cash Flow Agent and any Additional Agent.


 


“Patent Licenses”
shall mean, with respect to any Credit Party, all United States written license agreements of such Credit Party providing for the
grant by or to such Credit Party of any right under any United States patent, patent application, or patentable invention other
than agreements with any Person who is an Affiliate or a Subsidiary of the Company or such Credit Party, subject, in each case,
to the terms of such license agreements, and the right to prepare for sale, sell and advertise for sale, all Inventory now or hereafter
covered by such licenses.


 


“Patents”
shall mean, with respect to any Credit Party, all of such Credit Party’s right, title and interest in and to all United States
patents, patent applications and patentable inventions and all reissues and extensions thereof, including (i) all inventions
and improvements described and claimed therein, (ii) the right to sue or otherwise recover for any and all past, present
and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now
or hereafter due and/or payable with respect thereto (including payments under all licenses entered into in connection therewith,
and damages and payments for past, present or future infringements thereof), and (iv) all other rights corresponding
thereto in the United States and all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions
thereof, all improvements thereon, and all other rights of any kind whatsoever of such Credit Party accruing thereunder or pertaining
thereto.


 


“Payment Collateral”
shall mean all Accounts, Instruments, Chattel Paper, Letter-Of-Credit Rights, Deposit Accounts (other than the Asset Sales Proceeds
Account), Securities Accounts, and Payment Intangibles, together with all Supporting Obligations, in each case composing a portion
of the Collateral.


 


“Person”
shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, Governmental Authority or other entity of whatever nature.


 


“Plan of Reorganization”
shall mean any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed
in or in connection with any Insolvency Proceeding.


 


“Pledged Securities”
shall have the meaning set forth in the ABL Collateral Documents or in the Cash Flow Collateral Documents, as the context requires,
but excluding any ABL Canadian Collateral.


 


“Ply Gem Industries”
shall mean Ply Gem Industries, Inc., a Delaware corporation, and any successor in interest thereto.


 




    	 	30	 



     


    

 


“Preferred Stock”
as applied to the Capital Stock of any corporation means Capital Stock of any class or classes (however designated) that by its
terms is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation
or dissolution of such corporation, over shares of Capital Stock of any other class of such corporation.


 


“Priority Collateral”
shall mean the ABL Priority Collateral or the Cash Flow Priority Collateral.


 


“Proceeds”
shall mean (a) all “proceeds”, as such term is defined in Article 9 of the Uniform Commercial Code, with
respect to the Collateral, (b) whatever is recoverable or recovered when any Collateral is sold, exchanged, collected,
or disposed of, whether voluntarily or involuntarily and (c) in the case of Proceeds of Pledged Securities, all dividends
or other income from the Pledged Securities, collections thereon or distributions or payments with respect thereto.


 


“Property”
shall mean any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.


 


“Proposed DIP”
shall have the meaning set forth in Section 6.1(c)(i).


 


“Purchase Money
Indebtedness” shall mean any Indebtedness incurred to finance or refinance the acquisition, leasing, construction or
improvement of property (real or personal) or assets, whether acquired through the direct acquisition of such property or assets
or the acquisition of the Capital Stock of any Person owning such property or assets, or otherwise.


 


“Real Property”
shall mean any right, title or interest in and to real property, including any fee interest, leasehold interest, easement, or license
and any other right to use or occupy real property.


 


“Requisite ABL Holders”
shall mean ABL Secured Parties and/or Additional ABL Secured Parties holding, in the aggregate, in excess of 50% of the aggregate
ABL Collateral Exposure under the ABL Credit Agreement and any Additional ABL Credit Facility (other than ABL Collateral Obligations
in respect of Bank Products Agreements, Hedging Agreements or Management Guarantees at any time and for so long as there are any
outstanding ABL Collateral Obligations in respect of the ABL Credit Agreement or any Additional ABL Credit Facility); provided
that:


 


(a)          if
the matter being consented to or the action being taken by the ABL Collateral Representative is the subordination of Liens to other
Liens, the consent to DIP Financing, or the consent to a sale of all or substantially all of the ABL Priority Collateral or (after
the Discharge of Cash Flow Collateral Obligations) all or substantially all of the Collateral, then “Requisite ABL Holders”
shall mean those ABL Collateral Secured Parties necessary to validly consent to the requested action in accordance with the applicable
ABL Documents and Additional ABL Documents;


 




    	 	31	 



     


    

 


(b)          except
as may be separately otherwise agreed in writing by and between or among each Additional ABL Agent, on behalf of itself and the
Additional ABL Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties, if the
matter being consented to or the action being taken by the ABL Collateral Representative will affect the ABL Secured Parties in
a manner different and materially adverse relative to the manner such matter or action affects any Additional ABL Secured Parties
(except to the extent expressly set forth in this Agreement), then “Requisite ABL Holders” shall mean (1) Additional
ABL Secured Parties and/or ABL Secured Parties holding, in the aggregate, in excess of 50% of the aggregate ABL Collateral Exposure
under the ABL Credit Agreement and any Additional ABL Credit Facility (other than ABL Collateral Obligations in respect of Bank
Products Agreements, Hedging Agreements or Management Guarantees at any time and for so long as there are any outstanding ABL Collateral
Obligations in respect of the ABL Credit Agreement or any Additional ABL Credit Facility) and (2) ABL Secured Parties
holding, in the aggregate, in excess of 50% of the ABL Collateral Exposure under the ABL Credit Agreement (other than ABL Obligations
in respect of Bank Products Agreements, Hedging Agreements or Management Guarantees at any time and for so long as there are any
outstanding ABL Obligations in respect of the ABL Credit Agreement); and


 


(c)          except
as may be separately otherwise agreed in writing by and between or among each Additional ABL Agent, on behalf of itself and the
Additional ABL Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties, if the
matter being consented to or the action being taken by the ABL Collateral Representative will affect any Additional ABL Agent or
the Additional ABL Secured Parties represented thereby in a manner different and materially adverse relative to the manner such
matter or action affects the ABL Secured Parties or the other Additional ABL Secured Parties (except to the extent expressly set
forth in this Agreement), then “Requisite ABL Holders” shall mean (1) Additional ABL Secured Parties and/or
ABL Secured Parties holding, in the aggregate, in excess of 50% of the aggregate ABL Collateral Exposure under the ABL Credit Agreement
and any Additional ABL Credit Facility (other than ABL Collateral Obligations in respect of Bank Products Agreements, Hedging Agreements
or Management Guarantees at any time and for so long as there are any outstanding ABL Collateral Obligations in respect of the
ABL Credit Agreement or any Additional ABL Credit Facility) and (2) such Additional ABL Agent and/or Additional ABL
Secured Parties represented thereby holding, in the aggregate, in excess of 50% of the ABL Collateral Exposure under the applicable
Additional ABL Credit Facility or Additional ABL Credit Facilities (other than Additional ABL Obligations in respect of Bank Products
Agreements, Hedging Agreements or Management Guarantees at any time and for so long as there are any outstanding Additional ABL
Obligations in respect of any Additional ABL Credit Facility).


 


“Requisite Cash
Flow Holders” shall mean Cash Flow Secured Parties and/or Additional Cash Flow Secured Parties holding, in the aggregate,
in excess of 50% of the aggregate Cash Flow Collateral Exposure under the Cash Flow Credit Agreement and any Additional Cash Flow
Credit Facility (other than Cash Flow Collateral Obligations in respect of Bank Products Agreements, Hedging Agreements or Management
Guarantees at any time and for so long as there are any outstanding Cash Flow Collateral Obligations in respect of the Cash Flow
Credit Agreement or any Additional Cash Flow Credit Facility); provided that:


 




    	 	32	 



     


    

 


(a)          if
the matter being consented to or the action being taken by the Cash Flow Collateral Representative is the subordination of Liens
to other Liens, the consent to DIP Financing, or the consent to a sale of all or substantially all of the Cash Flow Priority Collateral
or (after the Discharge of ABL Collateral Obligations) all or substantially all of the Collateral, then “Requisite Cash Flow
Holders” shall mean those Cash Flow Collateral Secured Parties necessary to validly consent to the requested action in accordance
with the applicable Cash Flow Documents and Additional Cash Flow Documents;


 


(b)          except
as may be separately otherwise agreed in writing by and between or among each Additional Cash Flow Agent, on behalf of itself and
the Additional Cash Flow Secured Parties represented thereby, and the Cash Flow Agent, on behalf of itself and the Cash Flow Secured
Parties, if the matter being consented to or the action being taken by the Cash Flow Collateral Representative will affect the
Cash Flow Secured Parties in a manner different and materially adverse relative to the manner such matter or action affects any
Additional Cash Flow Secured Parties (except to the extent expressly set forth in this Agreement), then “Requisite Cash Flow
Holders” shall mean (1) Additional Cash Flow Secured Parties and/or Cash Flow Secured Parties holding, in the
aggregate, in excess of 50% of the aggregate Cash Flow Collateral Exposure under the Cash Flow Credit Agreement and any Additional
Cash Flow Credit Facility (other than Cash Flow Collateral Obligations in respect of Bank Products Agreements, Hedging Agreements
or Management Guarantees at any time and for so long as there are any outstanding Cash Flow Collateral Obligations in respect of
the Cash Flow Credit Agreement or any Additional Cash Flow Credit Facility) and (2) Cash Flow Secured Parties holding,
in the aggregate, in excess of 50% of the Cash Flow Collateral Exposure under the Cash Flow Credit Agreement (other than Cash Flow
Obligations in respect of Bank Products Agreements, Hedging Agreements or Management Guarantees at any time and for so long as
there are any outstanding Cash Flow Obligations in respect of the Cash Flow Credit Agreement); and


 


(c)          except
as may be separately otherwise agreed in writing by and between or among each Additional Cash Flow Agent, on behalf of itself and
the Additional Cash Flow Secured Parties represented thereby, and the Cash Flow Agent, on behalf of itself and the Cash Flow Secured
Parties, if the matter being consented to or the action being taken by the Cash Flow Collateral Representative will affect any
Additional Cash Flow Agent or the Additional Cash Flow Secured Parties represented thereby in a manner different and materially
adverse relative to the manner such matter or action affects the Cash Flow Secured Parties or the other Additional Cash Flow Secured
Parties (except to the extent expressly set forth in this Agreement), then “Requisite Cash Flow Holders” shall mean
(1) Additional Cash Flow Secured Parties and/or Cash Flow Secured Parties holding, in the aggregate, in excess of 50%
of the aggregate Cash Flow Collateral Exposure under the Cash Flow Credit Agreement and any Additional Cash Flow Credit Facility
(other than Cash Flow Collateral Obligations in respect of Bank Products Agreements, Hedging Agreements or Management Guarantees
at any time and for so long as there are any outstanding Cash Flow Collateral Obligations in respect of the Cash Flow Credit Agreement
or any Additional Cash Flow Credit Facility) and (2) such Additional Cash Flow Agent and/or Additional Cash Flow Secured
Parties represented thereby holding, in the aggregate, in excess of 50% of the Cash Flow Collateral Exposure under the applicable
Additional Cash Flow Credit Facility or Additional Cash Flow Credit Facilities (other than Additional Cash Flow Obligations in
respect of Bank Products Agreements, Hedging Agreements or Management Guarantees at any time and for so long as there are any outstanding
Additional Cash Flow Obligations in respect of any Additional Cash Flow Credit Facility).


 




    	 	33	 



     


    

 


“Right of Last Refusal”
shall have the meaning set forth in Section 6.1(c)(i).


 


“S&P”
shall mean Standard & Poor’s Financial Services LLC, a division of S&P Global, Inc., and its successors.


 


“Secured Parties”
shall mean the ABL Secured Parties, the Cash Flow Secured Parties and the Additional Secured Parties.


 


“Series”
shall mean (a) with respect to the Cash Flow Collateral Secured Parties, each of (i) the Cash Flow Secured
Parties (in their capacities as such) and (ii) the Additional Cash Flow Secured Parties that become subject to this
Agreement after the date hereof that are represented by a common Additional Cash Flow Agent (in its capacity as such for such Additional
Cash Flow Secured Parties), (b) with respect to any Cash Flow Collateral Obligations, each of (i) the Cash
Flow Obligations and (ii) the Additional Cash Flow Obligations incurred pursuant to any Additional Cash Flow Credit
Facility that is to be represented by a common Additional Agent (in its capacity as such for such Additional Cash Flow Obligations),
(c) with respect to the ABL Collateral Secured Parties, each of (i) the ABL Secured Parties (in their capacities
as such) and (ii) the Additional ABL Secured Parties that become subject to this Agreement after the date hereof that
are represented by a common Additional ABL Agent (in its capacity as such for such Additional ABL Secured Parties) and (d) with
respect to any ABL Collateral Obligations, each of (i) the ABL Obligations and (ii) the Additional ABL
Obligations incurred pursuant to any Additional ABL Credit Facility that is to be represented by a common Additional Agent (in
its capacity as such for such Additional ABL Obligations).


 


“Subsidiary”
shall mean, as to any Person, a corporation, partnership, limited liability company, or other entity (a) of which shares
of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such
power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such
corporation, partnership, limited liability company or other entity are at the time owned by such Person, or (b) the
management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person
and, in the case of this clause (b), which is treated as a consolidated subsidiary for accounting purposes.


 




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“Temporary Cash
Investments” shall mean any of the following: (i) any investment in (x) direct obligations of
the United States of America, Canada, the United Kingdom, Switzerland, a member state of the European Union or any country in whose
currency funds are being held pending their application in the making of an investment or capital expenditure by the Company or
a Subsidiary in that country or with such funds, or any agency or instrumentality of any thereof, or obligations guaranteed by
the United States of America, Canada, the United Kingdom, Switzerland or a member state of the European Union or any country in
whose currency funds are being held pending their application in the making of an investment or capital expenditure by the Company
or a Subsidiary in that country or with such funds, or any agency or instrumentality of any of the foregoing, or obligations guaranteed
by any of the foregoing or (y) direct obligations of any foreign country recognized by the United States of America
rated at least “A” by S&P or “A2” by Moody’s (or, in either case, the equivalent of such rating
by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any nationally
recognized rating organization), (ii) overnight bank deposits, and investments in time deposit accounts, certificates
of deposit, bankers’ acceptances and money market deposits (or, with respect to foreign banks, similar instruments) maturing
not more than one year after the date of acquisition thereof issued by (x) any bank or other institutional lender under
the ABL Credit Agreement, the Cash Flow Credit Agreement or any Additional Credit Facility or any affiliate thereof or (y) a
bank or trust company that is organized under the laws of the United States of America, any state thereof or any foreign country
recognized by the United States of America having capital and surplus aggregating in excess of $250,000,000 (or the foreign currency
equivalent thereof) and whose long term debt is rated at least “A” by S&P or “A2” by Moody’s
(or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists,
the equivalent of such rating by any nationally recognized rating organization) at the time such investment is made, (iii) repurchase
obligations for underlying securities or instruments of the types described in clause (i) or (ii) above entered into with a bank
meeting the qualifications described in clause (ii) above, (iv) investments in commercial paper, maturing not more
than 24 months after the date of acquisition, issued by a Person (other than that of the Company or any of its Subsidiaries), with
a rating at the time as of which any investment therein is made of “P-2” (or higher) according to Moody’s or
“A-2” (or higher) according to S&P (or, in either case, the equivalent of such rating by such organization or,
if no rating of S&P or Moody’s then exists, the equivalent of such rating by any nationally recognized rating organization),
(v) investments in securities maturing not more than 24 months after the date of acquisition issued or fully guaranteed
by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof,
and rated at least “BBB-” by S&P or “Baa3” by Moody’s (or, in either case, the equivalent of
such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any
nationally recognized rating organization), (vi) Indebtedness or Preferred Stock (other than of the Company or any
of its Subsidiaries) having a rating of “A” or higher by S&P or “A2” or higher by Moody’s (or,
in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the
equivalent of such rating by any nationally recognized rating organization), (vii) investment funds investing at least
90.0% of their assets in securities of the type described in clauses (i) through (vi) above (which funds may also hold cash pending
investment and/or distribution), (viii) any money market deposit accounts issued or offered by a domestic commercial
bank or a commercial bank organized and located in a country recognized by the United States of America, in each case, having capital
and surplus in excess of $250,000,000 (or the foreign currency equivalent thereof), or investments in money market funds subject
to the risk limiting conditions of Rule 2a-7 (or any successor rule) of the Securities and Exchange Commission under the Investment
Company Act of 1940, as amended and (ix) similar investments approved by the board of directors of the Company Representative
in the ordinary course of business.


 


“Trade Secret Licenses”
shall mean, with respect to any Credit Party, all United States written license agreements of such Credit Party providing for the
grant by or to such Credit Party of any right under any United States trade secrets, including know-how, processes, formulae, compositions,
designs, and confidential business and technical information, and all rights of any kind whatsoever accruing thereunder or pertaining
thereto, other than agreements with any Person who is an Affiliate or a Subsidiary of the Company or such Credit Party, subject,
in each case, to the terms of such license agreements, and the right to prepare for sale, sell and advertise for sale, all Inventory
now or hereafter covered by such licenses.


 




    	 	35	 



     


    

 


“Trade Secrets”
shall mean, with respect to any Credit Party, all of such Credit Party’s right, title and interest in and to all United States
trade secrets, including know-how, processes, formulae, compositions, designs, and confidential business and technical information,
and all rights of any kind whatsoever accruing thereunder or pertaining thereto, including (i) all income, royalties,
damages and payments now or hereafter due and/or payable with respect thereto, including payments under all licenses, non-disclosure
agreements and memoranda of understanding entered into in connection therewith, and damages and payments for past or future misappropriations
thereof, and (ii) the right to sue or otherwise recover for past, present or future misappropriations thereof.


 


“Trademark Licenses”
shall mean, with respect to any Credit Party, all United States written license agreements of such Credit Party providing for the
grant by or to such Credit Party of any right under any United States trademarks, service marks, trade names, trade dress or other
indicia of trade origin or business identifiers, other than agreements with any Person who is an Affiliate or a Subsidiary of the
Company or such Credit Party, subject, in each case, to the terms of such license agreements, and the right to prepare for sale,
sell and advertise for sale, all Inventory now or hereafter covered by such licenses.


 


“Trademarks”
shall mean, with respect to any Credit Party, all of such Credit Party’s right, title and interest in and to all United States
trademarks, service marks, trade names, trade dress or other indicia of trade origin or business identifiers, trademark and service
mark registrations, and applications for trademark or service mark registrations (except for “intent to use” applications
for trademark or service mark registrations filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, unless and
until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of said Act has been filed, it being understood
and agreed that the carve out in this parenthetical shall be applicable only if and for so long as a grant or enforcement of a
security interest in such intent to use application would invalidate or otherwise jeopardize such Credit Party’s rights therein
or in the resulting registration), and any renewals thereof, including (i) the right to sue or otherwise recover for
any and all past, present and future infringements or dilutions thereof, (ii) all income, royalties, damages and other
payments now or hereafter due and/or payable with respect thereto (including payments under all licenses entered into in connection
therewith, and damages and payments for past or future infringements thereof), and (iii) all other rights corresponding
thereto and all other rights of any kind whatsoever of such Credit Party accruing thereunder or pertaining thereto in the United
States, together in each case with the goodwill of the business connected with the use of, and symbolized by, each such trademark,
service mark, trade name, trade dress or other indicia of trade origin or business identifiers.


 


“Uniform Commercial
Code” shall mean the Uniform Commercial Code as the same may, from time to time, be in effect in the State of New York;
provided that to the extent that the Uniform Commercial Code is used to define any term in any security document and such
term is defined differently in differing Articles of the Uniform Commercial Code, the definition of such term contained in Article
9 shall govern; provided, further, that in the event that, by reason of mandatory provisions of law, any or all of
the attachment, perfection, publication or priority of, or remedies with respect to, Liens of any Party is governed by the Uniform
Commercial Code or foreign personal property security laws as enacted and in effect in a jurisdiction other than the State of New
York, the term “Uniform Commercial Code” will mean the Uniform Commercial Code or such foreign personal property
security laws as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such
attachment, perfection, priority or remedies and for purposes of definitions related to such provisions.


 




    	 	36	 



     


    

 


Section 1.3 Rules of Construction.
Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular, references to the
singular include the plural, the term “including” is not limiting, and the term “or” has, except where
otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof”, “herein”,
“hereby”, “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to
any particular provision of this Agreement. Article, section, subsection, clause, schedule, and exhibit references herein are to
this Agreement unless otherwise specified. Any reference in this Agreement to any agreement, instrument, or document shall include
all alterations, amendments, changes, extensions, modifications, refinancings, renewals, replacements, restatements, substitutions,
joinders, and supplements thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes,
extensions, modifications, refinancings, renewals, replacements, restatements, substitutions, joinders, and supplements set forth
herein). Any reference herein to any Person shall be construed to include such Person’s successors and assigns, and any reference
herein to a Person acting in a particular capacity shall be construed to include such Person’s successors and assigns in
that capacity. Any reference herein to the repayment in full of an obligation shall mean the payment in full in cash of such obligation,
or in such other manner as may be approved in writing by the requisite holders or representatives in respect of such obligation.


 


ARTICLE 2


 


Lien Priority


 


Section 2.1 Agreement
to Subordinate. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection
(including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Agent
or the ABL Secured Parties in respect of all or any portion of the Collateral, or of any Liens granted to the Cash Flow Agent or
the Cash Flow Secured Parties in respect of all or any portion of the Collateral, or of any Liens granted to any Additional Agent
or any Additional Secured Parties in respect of all or any portion of the Collateral, and regardless of how any such Lien was acquired
(whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation
of any document or instrument for perfecting the Liens in favor of the ABL Agent, the Cash Flow Agent or any Additional Agent (or
the ABL Secured Parties, the Cash Flow Secured Parties or any Additional Secured Parties) in any Collateral, (iii) any
provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of the ABL Documents, the Cash Flow
Documents or any Additional Documents, (iv) whether the ABL Agent, the Cash Flow Agent or any Additional Agent, in
each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the
fact that any such Liens in favor of the ABL Agent or the ABL Secured Parties, the Cash Flow Agent or the Cash Flow Secured Parties
or any Additional Agent or any Additional Secured Parties securing any of the ABL Obligations, the Cash Flow Obligations or any
Additional Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Credit Party
other than the Cash Flow Obligations or any Additional Cash Flow Obligations (in the case of the ABL Obligations and any Additional
ABL Obligations) or the ABL Obligations or any Additional ABL Obligations (in the case of the Cash Flow Obligations or any Additional
Cash Flow Obligations), respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed or (vi) any
other circumstance of any kind or nature whatsoever, the ABL Agent, on behalf of itself and the ABL Secured Parties, the Cash Flow
Agent, on behalf of itself and the Cash Flow Secured Parties, and any Additional Agent, on behalf of itself and any Additional
Secured Parties represented thereby, hereby agree that:


 




    	 	37	 



     


    

 


(1)          any
Lien in respect of all or any portion of the ABL Priority Collateral now or hereafter held by or on behalf of the Cash Flow Agent
or any Cash Flow Secured Party that secures all or any portion of the Cash Flow Obligations, and any Lien in respect of all or
any portion of the ABL Priority Collateral now or hereafter held by or on behalf of any Additional Cash Flow Agent or any Additional
Cash Flow Secured Party that secures all or any portion of the Additional Cash Flow Obligations, shall in all respects be junior
and subordinate to all Liens granted to the ABL Agent or the ABL Secured Parties in the ABL Priority Collateral to secure all or
any portion of the ABL Obligations;


 


(2)          any
Lien in respect of all or any portion of the ABL Priority Collateral now or hereafter held by or on behalf of the Cash Flow Agent
or any Cash Flow Secured Party that secures all or any portion of the Cash Flow Obligations, and any Lien in respect of all or
any portion of the ABL Priority Collateral now or hereafter held by or on behalf of any Additional Cash Flow Agent or any Additional
Cash Flow Secured Party that secures all or any portion of the Additional Cash Flow Obligations, shall in all respects be junior
and subordinate to all Liens granted to any Additional ABL Agent or any Additional ABL Secured Parties in the ABL Priority Collateral
to secure all or any portion of any Additional ABL Obligations (except as may be separately otherwise agreed in writing by and
between such Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby, and (x)
the Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties, and (y) such Additional Cash Flow Agent, on
behalf of itself and the Additional Cash Flow Secured Parties represented thereby, as the case may be);


 


(3)          any
Lien in respect of all or any portion of the ABL Priority Collateral now or hereafter held by or on behalf of the ABL Agent or
any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to (x) all
Liens granted to the Cash Flow Agent or any Cash Flow Secured Party in the ABL Priority Collateral to secure all or any portion
of the Cash Flow Obligations and (y) all Liens granted to any Additional Cash Flow Agent or any Additional Cash Flow
Secured Parties in the ABL Priority Collateral to secure all or any portion of the Additional Cash Flow Obligations;


 




    	 	38	 



     


    

 


(4)          any
Lien in respect of all or any portion of the ABL Priority Collateral now or hereafter held by or on behalf of any Additional ABL
Agent or any Additional ABL Secured Party that secures all or any portion of any Additional ABL Obligations shall in all respects
be senior and prior to (x) all Liens granted to the Cash Flow Agent or any Cash Flow Secured Party in the ABL Priority
Collateral to secure all or any portion of the Cash Flow Obligations and (y) all Liens granted to any Additional Cash
Flow Agent or any Additional Cash Flow Secured Parties in the ABL Priority Collateral to secure all or any portion of the Additional
Cash Flow Obligations (except in the case of either clause (x) or (y) as may be separately otherwise agreed in writing by and between
such Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby, and (i) the Cash
Flow Agent, on behalf of itself and the Cash Flow Secured Parties, or (ii) such Additional Cash Flow Agent, on behalf of
itself and the Additional Cash Flow Secured Parties represented thereby, as the case may be);


 


(5)          any
Lien in respect of all or any portion of the Cash Flow Priority Collateral now or hereafter held by or on behalf of the ABL Agent
or any ABL Secured Party that secures all or any portion of the ABL Obligations, and any Lien in respect of all or any portion
of the Cash Flow Priority Collateral now or hereafter held by or on behalf of any Additional ABL Agent or any Additional ABL Secured
Party that secures all or any portion of the Additional ABL Obligations, shall in all respects be junior and subordinate to all
Liens granted to the Cash Flow Agent or the Cash Flow Secured Parties in the Cash Flow Priority Collateral to secure all or any
portion of the Cash Flow Obligations;


 


(6)          any
Lien in respect of all or any portion of the Cash Flow Priority Collateral now or hereafter held by or on behalf of the ABL Agent
or any ABL Secured Party that secures all or any portion of the ABL Obligations, and any Lien in respect of all or any portion
of the Cash Flow Priority Collateral now or hereafter held by or on behalf of any Additional ABL Agent or any Additional ABL Secured
Party that secures all or any portion of the Additional ABL Obligations, shall in all respects be junior and subordinate to all
Liens granted to any Additional Cash Flow Agent or any Additional Cash Flow Secured Parties in the Cash Flow Priority Collateral
to secure all or any portion of any Additional Cash Flow Obligations (except as may be separately otherwise agreed in writing by
and between such Additional Cash Flow Agent, on behalf of itself and the Additional Cash Flow Secured Parties represented thereby,
and (x) the ABL Agent, on behalf of itself and the ABL Secured Parties and (y) such Additional ABL Agent
on behalf of itself and the Additional ABL Secured Parties represented thereby, as the case may be);


 


(7)          any
Lien in respect of all or any portion of the Cash Flow Priority Collateral now or hereafter held by or on behalf of the Cash Flow
Agent or any Cash Flow Secured Party that secures all or any portion of the Cash Flow Obligations shall in all respects be senior
and prior to (x) all Liens granted to the ABL Agent or any ABL Secured Party in the Cash Flow Priority Collateral to
secure all or any portion of the ABL Obligations and (y) all Liens granted to any Additional ABL Agent or any Additional
ABL Secured Parties in the Cash Flow Priority Collateral to secure all or any portion of the Additional ABL Obligations;


 




    	 	39	 



     


    

 


(8)          any
Lien in respect of all or any portion of the Cash Flow Priority Collateral now or hereafter held by or on behalf of any Additional
Cash Flow Agent or any Additional Cash Flow Secured Party that secures all or any portion of the Additional Cash Flow Obligations
shall in all respects be senior and prior to (x) all Liens granted to the ABL Agent or any ABL Secured Party in the
Cash Flow Priority Collateral to secure all or any portion of the ABL Obligations and (y) all Liens granted to any
Additional ABL Agent or any Additional ABL Secured Parties in the Cash Flow Priority Collateral to secure all or any portion of
the Additional ABL Obligations (except in the case of either clause (x) or (y) as may be separately otherwise agreed in writing
by and between such Additional Cash Flow Agent, on behalf of itself and the Additional Cash Flow Secured Parties represented thereby,
and (i) the ABL Agent, on behalf of itself and the ABL Secured Parties, or (ii) such Additional ABL Agent
on behalf of itself and the Additional ABL Secured Parties represented thereby, as the case may be);


 


(9)          any
Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of any Additional ABL Agent or any
Additional ABL Secured Party that secures all or any portion of the Additional ABL Obligations shall in all respects be pari passu and equal in priority with any Lien in respect of all or any portion of the Collateral now or hereafter held by or
on behalf of the ABL Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations (except as may be separately
otherwise agreed in writing by and between such Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties
represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties);


 


(10)        any
Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of any Additional ABL Agent or any
Additional ABL Secured Party that secures all or any portion of the Additional ABL Obligations shall in all respects be pari passu and equal in priority with any Lien in respect of all or any portion of the Collateral now or hereafter held by or
on behalf of any other Additional ABL Agent or any Additional ABL Secured Party represented by such other Additional ABL Agent
that secures all or any portion of the Additional ABL Obligations (except as may be separately otherwise agreed in writing by
and between such Additional ABL Agents, in each case on behalf of itself and the Additional ABL Secured Parties represented thereby);


 


(11)        any
Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of any Additional Cash Flow Agent
or any Additional Cash Flow Secured Party that secures all or any portion of the Additional Cash Flow Obligations shall in all
respects be pari passu and equal in priority with any Lien in respect of all or any portion of the Collateral
now or hereafter held by or on behalf of the Cash Flow Agent or any Cash Flow Secured Party that secures all or any portion of
the Cash Flow Obligations (except as may be separately otherwise agreed in writing by and between such Additional Cash Flow Agent,
on behalf of itself and the Additional Cash Flow Secured Parties represented thereby, and the Cash Flow Agent, on behalf of itself
and the Cash Flow Secured Parties); provided, however, that notwithstanding the foregoing, if any Additional Cash
Flow Agent and any Additional Cash Flow Secured Party subordinates itself to any of the ABL Agent, the ABL Secured Parties, any
Additional ABL Agent or any Additional ABL Secured Parties with respect to any Cash Flow Priority Collateral in a separate writing
as permitted by paragraphs (6) and (8) of this Section 2.1(a) then such Additional Cash Flow Agent and Additional Cash
Flow Secured Parties shall not be pari passu with the Cash Flow Agent and Cash Flow Secured Parties with respect
to any Cash Flow Priority Collateral so subordinated but rather shall be junior and subordinate to the Cash Flow Agent and Cash
Flow Secured Parties with respect to such Cash Flow Priority Collateral; and


 




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(12)        any
Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of any Additional Cash Flow Agent
or any Additional Cash Flow Secured Party that secures all or any portion of the Additional Cash Flow Obligations shall in all
respects be pari passu and equal in priority with any Lien in respect of all or any portion of the Collateral
now or hereafter held by or on behalf of any other Additional Cash Flow Agent or any Additional Cash Flow Secured Party represented
by such other Additional Cash Flow Agent that secures all or any portion of the Additional Cash Flow Obligations (except as may
be separately otherwise agreed in writing by and between such Additional Cash Flow Agents, in each case on behalf of itself and
the Additional Cash Flow Secured Parties represented thereby); provided, however, that notwithstanding the foregoing,
if any Additional Cash Flow Agent and any Additional Cash Flow Secured Party subordinates itself to any of the ABL Agent, the
ABL Secured Parties, any Additional ABL Agent or Additional ABL Secured Parties with respect to any Cash Flow Priority Collateral
in a separate writing as permitted by paragraphs (6) and (8) of this Section 2.1(a) then such Additional Cash Flow Agent
and Additional Cash Flow Secured Parties shall not be pari passu with the other Additional Cash Flow Agent
and the other Additional Cash Flow Secured Parties with respect to any Cash Flow Priority Collateral so subordinated but rather
shall be junior and subordinate to the other Additional Cash Flow Agent and the other Additional Cash Flow Secured Parties with
respect to such Cash Flow Priority Collateral.


 


(b)          Notwithstanding
any failure by any ABL Secured Party, Cash Flow Secured Party or Additional Secured Party to perfect its security interests in
the Collateral or any avoidance, invalidation, priming or subordination by any third party or court of competent jurisdiction (including
in any Insolvency Proceeding) of the security interests in the Collateral granted to the ABL Secured Parties, the Cash Flow Secured
Parties or any Additional Secured Parties:


 


(1)          the
priority and rights as between the ABL Secured Parties, on the one hand, and the Cash Flow Secured Parties, on the other hand,
with respect to the Collateral shall be as set forth herein;


 


(2)          the
priority and rights as between the ABL Secured Parties, on the one hand, and any Additional Secured Parties, on the other hand,
with respect to the Collateral shall be as set forth herein (except as may be separately otherwise agreed in writing by and between
any applicable Additional Agent, on behalf of itself and the Additional Secured Parties represented thereby, and the ABL Agent,
on behalf of itself and the ABL Secured Parties);


 




    	 	41	 



     


    

 


(3)          the
priority and rights as between the Cash Flow Secured Parties, on the one hand, and any Additional Secured Parties, on the other
hand, with respect to the Collateral shall be as set forth herein (except as may be separately otherwise agreed in writing by and
between or among any applicable Additional Agent, on behalf of itself and the Additional Secured Parties represented thereby, and
the Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties); and


 


(4)          the
priority and rights as between any Additional Agent and the Additional Secured Parties represented thereby, on the one hand, and
any other Additional Agent and the Additional Secured Parties represented thereby, on the other hand, with respect to the Collateral
shall be as set forth herein (except as may be separately otherwise agreed in writing by and between such Additional Agents, each
on behalf of itself and the Additional Secured Parties represented thereby).


 


(c)          The
Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties, acknowledges and agrees that (x) concurrently
herewith, the ABL Agent, on behalf of itself and the ABL Secured Parties, has been granted Liens upon all of the Collateral in
which the Cash Flow Agent has been granted Liens and the Cash Flow Agent hereby consents thereto and (y) any Additional
Agent, on behalf of itself and any Additional Secured Parties, may be granted Liens upon all of the Collateral in which the Cash
Flow Agent has been granted Liens and the Cash Flow Agent hereby consents thereto. The ABL Agent, on behalf of itself and the
ABL Secured Parties, acknowledges and agrees that (x) concurrently herewith, the Cash Flow Agent, on behalf of itself
and the Cash Flow Secured Parties, has been granted Liens upon all of the Collateral in which the ABL Agent has been granted Liens
and the ABL Agent hereby consents thereto and (y) any Additional Agent, on behalf of itself and any Additional Secured
Parties, may be granted Liens upon all of the Collateral in which the ABL Agent has been granted Liens, and the ABL Agent hereby
consents thereto. Any Additional Agent, for and on behalf of itself and any Additional Secured Parties represented thereby, acknowledges
and agrees, concurrently with becoming a party hereto, that (x) the ABL Agent, on behalf of itself and the ABL Secured
Parties, was granted Liens upon all of the Collateral in which such Additional Agent is being granted Liens and such Additional
Agent hereby consents thereto, (y) the Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties, was
granted Liens upon all of the Collateral in which such Additional Agent is being granted Liens and such Additional Agent hereby
consents thereto and (z) any other Additional Agent, on behalf of itself and any Additional Secured Parties represented
thereby, may be granted Liens upon all of the Collateral in which such Additional Agent has been granted Liens and such Additional
Agent hereby consents thereto. The subordination of Liens by the Cash Flow Agent in favor of the ABL Agent and any Additional
ABL Agent, by the ABL Agent in favor of the Cash Flow Agent and any Additional Cash Flow Agent, by any Additional Cash Flow Agent
in favor of the ABL Agent and any Additional ABL Agent, and by any Additional ABL Agent in favor of the Cash Flow Agent and any
Additional Cash Flow Agent, in each case as set forth herein, shall not be deemed to subordinate the Liens of the Cash Flow Agent,
the ABL Agent or any Additional Agent to the Liens of any other Person. The provision of pari passu and equal
priority as between Liens of the Cash Flow Agent and Liens of any Additional Cash Flow Agent, or as between Liens of any Additional
Cash Flow Agent and Liens of any other Additional Cash Flow Agent, in each case as set forth herein, shall not be deemed to subordinate
the Liens of the Cash Flow Agent or any Additional Cash Flow Agent to the Liens of any Person other than the ABL Agent and any
Additional ABL Agent as and to the extent set forth herein, or to provide that the Liens of the Cash Flow Agent or any Additional
Cash Flow Agent will be pari passu or of equal priority with the Liens of any other Person. The provision of
pari passu and equal priority as between Liens of the ABL Agent and Liens of any Additional ABL Agent, or as
between Liens of any Additional ABL Agent and Liens of any other Additional ABL Agent, in each case as set forth herein, shall
not be deemed to subordinate the Liens of the ABL Agent or any Additional ABL Agent to the Liens of any Person other than the
Cash Flow Agent and any Additional Cash Flow Agent as and to the extent set forth herein, or to provide that the Liens of the
ABL Agent or any Additional ABL Agent will be pari passu or of equal priority with the Liens of any other Person.


 




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(d)          Lien
priority as among the ABL Obligations, the Cash Flow Obligations and the Additional Obligations with respect to any Collateral
will be governed solely by this Agreement, except as may be separately otherwise agreed in writing by or among any applicable Parties
to the extent permitted pursuant to Section 2.1(a) above (including pursuant to the Cash Flow Collateral Intercreditor Agreement
and the ABL Collateral Intercreditor Agreement, in each case, if entered into in the future).


 


(e)          The
Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties, and each Additional Cash Flow Agent, on behalf of itself
and the Additional Cash Flow Secured Parties represented thereby, hereby acknowledges and agrees that it is the intention of the
Cash Flow Collateral Secured Parties of each Series that the holders of Cash Flow Collateral Obligations of such Series (and not
the Cash Flow Collateral Secured Parties of any other Series) bear the risk of (i) any determination by a court of
competent jurisdiction that (x) any of the Cash Flow Collateral Obligations of such Series are unenforceable under
applicable law or are subordinated to any other obligations (other than another Series of Cash Flow Collateral Obligations), (y) any
of the Cash Flow Collateral Obligations of such Series do not have an enforceable security interest in any of the Collateral securing
any other Series of Cash Flow Collateral Obligations and/or (z) any intervening security interest exists securing any
other obligations (other than another Series of Cash Flow Collateral Obligations) on a basis ranking prior to the security interest
of such Series of Cash Flow Collateral Obligations but junior to the security interest of any other Series of Cash Flow Collateral
Obligations or (ii) the existence of any Collateral for any other Series of Cash Flow Collateral Obligations that is
not also Collateral for the other Series of Cash Flow Collateral Obligations (any such condition referred to in the foregoing clauses
(i) or (ii) with respect to any Series of Cash Flow Collateral Obligations, an “Impairment” of such Series).
In the event of any Impairment with respect to any Series of Cash Flow Collateral Obligations, the results of such Impairment shall
be borne solely by the holders of such Series of Cash Flow Collateral Obligations, and the rights of the holders of such Series
of Cash Flow Collateral Obligations (including the right to receive distributions in respect of such Series of Cash Flow Collateral
Obligations pursuant to Section 4.1) set forth herein shall be modified to the extent necessary so that the effects of such
Impairment are borne solely by the holders of the Series of such Cash Flow Collateral Obligations subject to such Impairment.


 




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(f)           The
ABL Agent, on behalf of itself and the ABL Secured Parties, and each Additional ABL Agent, on behalf of itself and the Additional
ABL Secured Parties represented thereby, hereby acknowledges and agrees that, it is the intention of the ABL Collateral Secured
Parties of each Series that the holders of ABL Collateral Obligations of such Series (and not the ABL Collateral Secured Parties
of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any
of the ABL Collateral Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations
(other than another Series of ABL Collateral Obligations), (y) any of the ABL Collateral Obligations of such Series
do not have an enforceable security interest in any of the Collateral securing any other Series of ABL Collateral Obligations and/or
(z) any intervening security interest exists securing any other obligations (other than another Series of ABL Collateral
Obligations) on a basis ranking prior to the security interest of such Series of ABL Collateral Obligations but junior to the security
interest of any other Series of ABL Collateral Obligations or (ii) the existence of any Collateral for any other Series
of ABL Collateral Obligations that is not also Collateral for the other Series of ABL Collateral Obligations (any such condition
referred to in the foregoing clauses (i) or (ii) with respect to any Series of ABL Collateral Obligations, an “Impairment”
of such Series). In the event of any Impairment with respect to any Series of ABL Collateral Obligations, the results of such Impairment
shall be borne solely by the holders of such Series of ABL Collateral Obligations, and the rights of the holders of such Series
of ABL Collateral Obligations (including the right to receive distributions in respect of such Series of ABL Collateral Obligations
pursuant to Section 4.1) set forth herein shall be modified to the extent necessary so that the effects of such Impairment
are borne solely by the holders of the Series of such ABL Collateral Obligations subject to such Impairment.


 


Section 2.2 Waiver of
Right to Contest Liens. (a) The Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties, agrees that it and
they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person
in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding),
the validity, priority, enforceability, or perfection of the Liens of, or the allowability of the claims asserted by, the ABL Agent
and the ABL Secured Parties in respect of the Collateral or the provisions of this Agreement. Except to the extent expressly set
forth in this Agreement, the Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties, agrees that none of the Cash
Flow Agent or the Cash Flow Secured Parties will take any action that would interfere with any Exercise of Secured Creditor Remedies
undertaken by the ABL Agent or any ABL Secured Party under the ABL Documents with respect to the ABL Priority Collateral. Except
to the extent expressly set forth in this Agreement, the Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties,
hereby waives any and all rights it or the Cash Flow Secured Parties may have as a junior lien creditor or otherwise to contest,
protest, object to, or interfere with the manner in which the ABL Agent or any ABL Secured Party seeks to enforce its Liens in
any ABL Priority Collateral.


 


(b)          The
Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties, agrees that it and they shall not (and hereby waives any
right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly
or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability,
or perfection of the Liens of, or the allowability of the claims asserted by, any Additional Cash Flow Agent and any Additional
Cash Flow Secured Parties in respect of the Collateral or the provisions of this Agreement (except as may be separately otherwise
agreed in writing by and between such Additional Cash Flow Agent, on behalf of itself and the Additional Cash Flow Secured Parties
represented thereby, and the Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties). Except to the extent expressly
set forth in this Agreement and, for the avoidance of doubt, subject to Section 2.3(g), the Cash Flow Agent, on behalf
of itself and the Cash Flow Secured Parties, agrees that none of the Cash Flow Agent or the Cash Flow Secured Parties will take
any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by any Additional Cash Flow Agent or
any Additional Cash Flow Secured Party under any Additional Cash Flow Documents with respect to the Collateral (except as may
be separately otherwise agreed in writing by and between such Additional Cash Flow Agent, on behalf of itself and the Additional
Cash Flow Secured Parties represented thereby, and the Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties).
Except to the extent expressly set forth in this Agreement, and, for the avoidance of doubt, subject to Section 2.3(g),
the Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties, hereby waives any and all rights it or the Cash Flow
Secured Parties may have as a pari passu lien creditor or otherwise to contest, protest, object to, or
interfere with the manner in which any Additional Cash Flow Agent or any Additional Cash Flow Secured Party seeks to enforce its
Liens in any Collateral (except as may be separately otherwise agreed in writing by and between such Additional Cash Flow Agent,
on behalf of itself and the Additional Cash Flow Secured Parties represented thereby, and the Cash Flow Agent, on behalf of itself
and the Cash Flow Secured Parties).


 




    	 	44	 



     


    

 


(c)          The
Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties, agrees that it and they shall not (and hereby waives any
right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly
or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability,
or perfection of the Liens of, or the allowability of the claims asserted by, any Additional ABL Agent and any Additional ABL Secured
Parties in respect of the Collateral or the provisions of this Agreement. Except to the extent expressly set forth in this Agreement,
the Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties, agrees that none of the Cash Flow Agent or the Cash
Flow Secured Parties will take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by any
Additional ABL Agent or any Additional ABL Secured Party under any Additional ABL Documents with respect to the ABL Priority Collateral.
Except to the extent expressly set forth in this Agreement, the Cash Flow Agent, on behalf of itself and the Cash Flow Secured
Parties, hereby waives any and all rights it or the Cash Flow Secured Parties may have as a junior lien creditor or otherwise to
contest, protest, object to, or interfere with the manner in which any Additional ABL Agent or any Additional ABL Secured Party
seeks to enforce its Liens in any ABL Priority Collateral.


 


(d)          The
ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that it and they shall not (and hereby waives any right to)
take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly,
whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection
of the Liens of, or the allowability of the claims asserted by, the Cash Flow Agent and any Cash Flow Secured Parties in respect
of the Collateral or the provisions of this Agreement. Except to the extent expressly set forth in this Agreement, the ABL Agent,
on behalf of itself and the ABL Secured Parties, agrees that none of the ABL Agent or the ABL Secured Parties will take any action
that would interfere with any Exercise of Secured Creditor Remedies undertaken by the Cash Flow Agent or any Cash Flow Secured
Party under the Cash Flow Documents, with respect to the Cash Flow Priority Collateral. Except to the extent expressly set forth
in this Agreement, the ABL Agent, on behalf of itself and the ABL Secured Parties, hereby waives any and all rights it or the ABL
Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in
which the Cash Flow Agent or any Cash Flow Secured Party seeks to enforce its Liens in any Cash Flow Priority Collateral.


 




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(e)          The
ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that it and they shall not (and hereby waives any right to)
take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly,
whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection
of the Liens of, or the allowability of the claims asserted by, any Additional Cash Flow Agent and any Additional Cash Flow Secured
Parties in respect of the Collateral or the provisions of this Agreement (except as may be separately otherwise agreed in writing
by and between such Additional Cash Flow Agent, on behalf of itself and the Additional Cash Flow Secured Parties represented thereby,
and the ABL Agent, on behalf of itself and the ABL Secured Parties). Except to the extent expressly set forth in this Agreement,
the ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that none of the ABL Agent or the ABL Secured Parties will
take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by any Additional Cash Flow Agent
or any Additional Cash Flow Secured Party under any Additional Cash Flow Documents, with respect to the Cash Flow Priority Collateral
(except as may be separately otherwise agreed in writing by and between such Additional Cash Flow Agent, on behalf of itself and
the Additional Cash Flow Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties).
Except to the extent expressly set forth in this Agreement, the ABL Agent, on behalf of itself and the ABL Secured Parties, hereby
waives any and all rights it or the ABL Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object
to, or interfere with the manner in which any Additional Cash Flow Agent or any Additional Cash Flow Secured Party seeks to enforce
its Liens in any Cash Flow Priority Collateral (except as may be separately otherwise agreed in writing by and between such Additional
Cash Flow Agent, on behalf of itself and the Additional Cash Flow Secured Parties represented thereby, and the ABL Agent, on behalf
of itself and the ABL Secured Parties).


 


(f)           The
ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that it and they shall not (and hereby waives any right to)
take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly,
whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection
of the Liens of, or the allowability of the claims asserted by, any Additional ABL Agent and any Additional ABL Secured Parties
in respect of the Collateral or the provisions of this Agreement (except as may be separately otherwise agreed in writing by and
between such Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby, and the ABL
Agent, on behalf of itself and the ABL Secured Parties). Except to the extent expressly set forth in this Agreement and, for the
avoidance of doubt, subject to Section 2.3(j), the ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that
none of the ABL Agent or the ABL Secured Parties will take any action that would interfere with any Exercise of Secured Creditor
Remedies undertaken by any Additional ABL Agent or any Additional ABL Secured Party under any Additional ABL Documents with respect
to the Collateral (except as may be separately otherwise agreed in writing by and between such Additional ABL Agent, on behalf
of itself and the Additional ABL Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured
Parties). Except to the extent expressly set forth in this Agreement, and, for the avoidance of doubt, subject to Section 2.3(j),
the ABL Agent, on behalf of itself and the ABL Secured Parties, hereby waives any and all rights it or the ABL Secured Parties
may have as a pari passu lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which any Additional
ABL Agent or any Additional ABL Secured Party seeks to enforce its Liens in any Collateral (except as may be separately otherwise
agreed in writing by and between such Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented
thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties).


 




    	 	46	 



     


    

 


(g)          Any
Additional Cash Flow Agent, on behalf of itself and any Additional Cash Flow Secured Parties represented thereby, agrees that it
and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person
in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding),
the validity, priority, enforceability, or perfection of the Liens of, or the allowability of the claims asserted by, the ABL Agent
and the ABL Secured Parties in respect of the Collateral or the provisions of this Agreement. Except to the extent expressly set
forth in this Agreement, any Additional Cash Flow Agent, on behalf of itself and any Additional Cash Flow Secured Parties represented
thereby, agrees that none of such Additional Cash Flow Agent and Additional Cash Flow Secured Parties will take any action that
would interfere with any Exercise of Secured Creditor Remedies undertaken by the ABL Agent or any ABL Secured Party under the ABL
Documents with respect to the ABL Priority Collateral. Except to the extent expressly set forth in this Agreement, any Additional
Cash Flow Agent, on behalf of itself and any Additional Cash Flow Secured Parties represented thereby, hereby waives any and all
rights it or such Additional Cash Flow Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object
to, or interfere with the manner in which the ABL Agent or any ABL Secured Party seeks to enforce its Liens in any ABL Priority
Collateral.


 


(h)          Any
Additional Cash Flow Agent, on behalf of itself and any Additional Cash Flow Secured Parties represented thereby, agrees that it
and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person
in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding),
the validity, priority, enforceability, or perfection of the Liens of, or the allowability of the claims asserted by, the Cash
Flow Agent or the Cash Flow Secured Parties in respect of the Collateral or the provisions of this Agreement (except as may be
separately otherwise agreed in writing by and between such Additional Cash Flow Agent, on behalf of itself and the Additional Cash
Flow Secured Parties represented thereby, and the Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties). Except
to the extent expressly set forth in this Agreement, and, for the avoidance of doubt, subject to Section 2.3(g), any Additional
Cash Flow Agent, on behalf of itself and any Additional Cash Flow Secured Parties represented thereby, agrees that none of such
Additional Cash Flow Agent and Additional Cash Flow Secured Parties will take any action that would interfere with any Exercise
of Secured Creditor Remedies undertaken by the Cash Flow Agent or any Cash Flow Secured Party under the Cash Flow Documents with
respect to the Collateral (except as may be separately otherwise agreed in writing by and between such Additional Cash Flow Agent,
on behalf of itself and the Additional Cash Flow Secured Parties represented thereby, and the Cash Flow Agent, on behalf of itself
and the Cash Flow Secured Parties). Except to the extent expressly set forth in this Agreement, and subject to Section 2.3(g),
any Additional Cash Flow Agent, on behalf of itself and any Additional Cash Flow Secured Parties represented thereby, hereby waives
any and all rights it or such Additional Cash Flow Secured Parties may have as a pari passu lien creditor or otherwise to contest,
protest, object to, or interfere with the manner in which the Cash Flow Agent or any Cash Flow Secured Party seeks to enforce its
Liens in any Collateral (except as may be separately otherwise agreed in writing by and between such Additional Cash Flow Agent,
on behalf of itself and the Additional Cash Flow Secured Parties represented thereby, and the Cash Flow Agent, on behalf of itself
and the Cash Flow Secured Parties).


 




    	 	47	 



     


    

 


(i)           Any
Additional Cash Flow Agent, on behalf of itself and any Additional Cash Flow Secured Parties represented thereby, agrees that it
and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person
in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding),
the validity, priority, enforceability, or perfection of the Liens of, or the allowability of the claims asserted by, any Additional
ABL Agent and any Additional ABL Secured Parties in respect of the Collateral or the provisions of this Agreement. Except to the
extent expressly set forth in this Agreement, any Additional Cash Flow Agent, on behalf of itself and any Additional Cash Flow
Secured Parties represented thereby, agrees that none of such Additional Cash Flow Agent and Additional Cash Flow Secured Parties
will take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by any Additional ABL Agent
or any Additional ABL Secured Party under the Additional ABL Documents with respect to the ABL Priority Collateral. Except to the
extent expressly set forth in this Agreement, any Additional Cash Flow Agent, on behalf of itself and any Additional Cash Flow
Secured Parties represented thereby, hereby waives any and all rights it or such Additional Cash Flow Secured Parties may have
as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which any Additional ABL
Agent or any Additional ABL Secured Party seeks to enforce its Liens in any ABL Priority Collateral.


 


(j)           Any
Additional Cash Flow Agent, on behalf of itself and any Additional Cash Flow Secured Parties represented thereby, agrees that
it and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other
Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding),
the validity, priority, enforceability, or perfection of the Liens of, or the allowability of the claims asserted by, any other
Additional Cash Flow Agent or any Additional Cash Flow Secured Parties represented by such other Additional Cash Flow Agent in
respect of the Collateral or the provisions of this Agreement (except as may be separately otherwise agreed in writing by and
between such Additional Cash Flow Agents, in each case on behalf of itself and the Additional Secured Parties represented thereby).
Except to the extent expressly set forth in this Agreement, and, for the avoidance of doubt, subject to Section 2.3(g),
any Additional Cash Flow Agent, on behalf of itself and any Additional Cash Flow Secured Parties represented thereby, agrees that
none of such Additional Cash Flow Agent and Additional Cash Flow Secured Parties will take any action that would interfere with
any Exercise of Secured Creditor Remedies undertaken by any other Additional Cash Flow Agent or any Additional Cash Flow Secured
Party represented by such other Additional Cash Flow Agent under any applicable Additional Cash Flow Documents with respect to
the Collateral (except as may be separately otherwise agreed in writing by and between such Additional Cash Flow Agents, in each
case on behalf of itself and the Additional Cash Flow Secured Parties represented thereby). Except to the extent expressly set
forth in this Agreement, and subject to Section 2.3(g), any Additional Cash Flow Agent, on behalf of itself and any Additional
Cash Flow Secured Parties represented thereby, hereby waives any and all rights it or such Additional Cash Flow Secured Parties
may have as a pari passu lien creditor or otherwise to contest, protest, object to, or interfere with the manner
in which any other Additional Cash Flow Agent or any Additional Cash Flow Secured Party represented by such other Additional Cash
Flow Agent seeks to enforce its Liens in any Collateral (except as may be separately otherwise agreed in writing by and between
such Additional Cash Flow Agents, in each case on behalf of itself and the Additional Cash Flow Secured Parties represented thereby).


 




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(k)          Any
Additional ABL Agent, on behalf of itself and any Additional ABL Secured Parties represented thereby, agrees that it and they shall
not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting
or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity,
priority, enforceability, or perfection of the Liens of, or the allowability of the claims asserted by, the Cash Flow Agent and
the Cash Flow Secured Parties in respect of the Collateral or the provisions of this Agreement (except as may be separately otherwise
agreed in writing by and between such Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented
thereby, and the Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties). Except to the extent expressly set forth
in this Agreement, any Additional ABL Agent, on behalf of itself and any Additional ABL Secured Parties represented thereby, agrees
that none of such Additional ABL Agent and Additional ABL Secured Parties will take any action that would interfere with any Exercise
of Secured Creditor Remedies undertaken by the Cash Flow Agent or any Cash Flow Secured Party under the Cash Flow Documents with
respect to the Cash Flow Priority Collateral (except as may be separately otherwise agreed in writing by and between such Additional
ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby, and the Cash Flow Agent, on behalf of
itself and the Cash Flow Secured Parties). Except to the extent expressly set forth in this Agreement, any Additional ABL Agent,
on behalf of itself and any Additional ABL Secured Parties represented thereby, hereby waives any and all rights it or such Additional
ABL Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner
in which the Cash Flow Agent or any Cash Flow Secured Party seeks to enforce its Liens in any Cash Flow Priority Collateral (except
as may be separately otherwise agreed in writing by and between such Additional ABL Agent, on behalf of itself and the Additional
ABL Secured Parties represented thereby, and the Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties).


 




    	 	49	 



     


    

 


(l)           Any
Additional ABL Agent, on behalf of itself and any Additional ABL Secured Parties represented thereby, agrees that it and they shall
not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting
or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity,
priority, enforceability, or perfection of the Liens of, or the allowability of the claims asserted by, the ABL Agent or the ABL
Secured Parties in respect of the Collateral or the provisions of this Agreement (except, with respect to priority, as may be separately
otherwise agreed in writing by and between such Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties
represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties). Except to the extent expressly set forth
in this Agreement, and subject to Section 2.3(j), any Additional ABL Agent, on behalf of itself and any Additional ABL Secured
Parties represented thereby, agrees that none of such Additional ABL Agent and Additional ABL Secured Parties will take any action
that would interfere with any Exercise of Secured Creditor Remedies undertaken by the ABL Agent or any ABL Secured Party under
the ABL Documents with respect to the Collateral (except as may be separately otherwise agreed in writing by and between such Additional
ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby, and the ABL Agent, on behalf of itself
and the ABL Secured Parties). Except to the extent expressly set forth in this Agreement, and subject to Section 2.3(j),
any Additional ABL Agent, on behalf of itself and any Additional ABL Secured Parties represented thereby, hereby waives any and
all rights it or such Additional ABL Secured Parties may have as a pari passu lien creditor or otherwise to contest, protest, object
to, or interfere with the manner in which the ABL Agent or any ABL Secured Party seeks to enforce its Liens in any Collateral (except
as may be separately otherwise agreed in writing by and between such Additional ABL Agent, on behalf of itself and the Additional
ABL Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties).


 


(m)         Any
Additional ABL Agent, on behalf of itself and any Additional ABL Secured Parties represented thereby, agrees that it and they shall
not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting
or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity,
priority, enforceability, or perfection of the Liens of, or the allowability of the claims asserted by, any Additional Cash Flow
Agent and any Additional Cash Flow Secured Parties in respect of the Collateral or the provisions of this Agreement (except as
may be separately otherwise agreed in writing by and between such Additional ABL Agent, on behalf of itself and the Additional
ABL Secured Parties represented thereby, and such Additional Cash Flow Agent, on behalf of itself and the Additional Cash Flow
Secured Parties represented thereby). Except to the extent expressly set forth in this Agreement, any Additional ABL Agent, on
behalf of itself and any Additional ABL Secured Parties represented thereby, agrees that none of such Additional ABL Agent and
Additional ABL Secured Parties will take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken
by any Additional Cash Flow Agent or any Additional Cash Flow Secured Party under the Additional Cash Flow Documents with respect
to the Cash Flow Priority Collateral (except as may be separately otherwise agreed in writing by and between such Additional ABL
Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby, and such Additional Cash Flow Agent, on
behalf of itself and the Additional Cash Flow Secured Parties represented thereby). Except to the extent expressly set forth in
this Agreement, any Additional ABL Agent, on behalf of itself and any Additional ABL Secured Parties represented thereby, hereby
waives any and all rights it or such Additional ABL Secured Parties may have as a junior lien creditor or otherwise to contest,
protest, object to, or interfere with the manner in which any Additional Cash Flow Agent or any Additional Cash Flow Secured Party
seeks to enforce its Liens in any Cash Flow Priority Collateral (except as may be separately otherwise agreed in writing by and
between such Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby, and such Additional
Cash Flow Agent, on behalf of itself and the Additional Cash Flow Secured Parties represented thereby).


 




    	 	50	 



     


    

 


(n)          Any
Additional ABL Agent, on behalf of itself and any Additional ABL Secured Parties represented thereby, agrees that it and they shall
not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting
or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity,
priority, enforceability, or perfection of the Liens of, or the allowability of the claims asserted by, any other Additional ABL
Agent or any Additional ABL Secured Parties represented by such other Additional ABL Agent in respect of the Collateral or the
provisions of this Agreement (except as may be separately otherwise agreed in writing by and between such Additional ABL Agents,
in each case on behalf of itself and the Additional ABL Secured Parties represented thereby). Except to the extent expressly set
forth in this Agreement, and subject to Section 2.3(j), any Additional ABL Agent, on behalf of itself and any Additional
ABL Secured Parties represented thereby, agrees that none of such Additional ABL Agent and Additional ABL Secured Parties will
take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by any other Additional ABL Agent
or any Additional ABL Secured Party represented by such other Additional ABL Agent under any applicable Additional ABL Documents
with respect to the Collateral (except as may be separately otherwise agreed in writing by and between such Additional ABL Agents,
in each case on behalf of itself and the Additional ABL Secured Parties represented thereby). Except to the extent expressly set
forth in this Agreement, and subject to Section 2.3(j), any Additional ABL Agent, on behalf of itself and any Additional
ABL Secured Parties represented thereby, hereby waives any and all rights it or such Additional ABL Secured Parties may have as
a pari passu lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which any other Additional
ABL Agent or any Additional ABL Secured Party represented by such other Additional ABL Agent seeks to enforce its Liens in any
Collateral (except as may be separately otherwise agreed in writing by and between such Additional ABL Agents, in each case on
behalf of itself and the Additional ABL Secured Parties represented thereby).


 


(o)          For
the avoidance of doubt, the assertion of priority rights established under the terms of this Agreement or in any separate writing
between any of the parties hereto shall not be considered a challenge to Lien priority of any Party prohibited by this Section
2.2.


 


(p)          For
the avoidance of doubt, the Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties, agrees that it and they shall
not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting
or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity,
priority, enforceability, or perfection of the Liens of, or the allowability of the claims asserted by, the ABL Agent and the ABL
Secured Parties in respect of the ABL Canadian Collateral. Except to the extent expressly set forth in this Agreement, the Cash
Flow Agent, on behalf of itself and the Cash Flow Secured Parties, agrees that none of the Cash Flow Agent or the Cash Flow Secured
Parties will take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by the ABL Agent or
any ABL Secured Party under the ABL Documents with respect to the ABL Canadian Collateral. Except to the extent expressly set forth
in this Agreement, the Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties, hereby waives any and all rights
it or the Cash Flow Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere
with the manner in which the ABL Agent or any ABL Secured Party seeks to enforce its Liens in any ABL Canadian Collateral.


 




    	 	51	 



     


    

 


Section 2.3 Remedies Standstill.
(a) The Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties, agrees that, until the Discharge of ABL Obligations,
neither the Cash Flow Agent (including in its capacity as Cash Flow Collateral Representative, as applicable) nor any Cash Flow
Secured Party (x) will, or will seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action
or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to any of the ABL Priority Collateral without
the written consent of the ABL Agent or (y) will knowingly take, receive or accept any Proceeds of ABL Priority Collateral,
it being understood and agreed that the temporary deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled
by the Cash Flow Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL
Collateral Representative. Subject to Sections 2.3(b) and 2.3(g), from and after the date upon which the Discharge
of ABL Obligations shall have occurred (or prior thereto upon obtaining the written consent of the ABL Agent), the Cash Flow Agent
or any Cash Flow Secured Party may Exercise Any Secured Creditor Remedies under the Cash Flow Documents or applicable law as to
any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any
Collateral by the Cash Flow Agent or any Cash Flow Secured Party is at all times subject to the provisions of this Agreement, including
Section 4.1. Notwithstanding anything to the contrary contained herein, the Cash Flow Agent or any Cash Flow Secured Party
may:


 


(i)           file
a claim or statement of interest with respect to the Cash Flow Obligations; provided that an Insolvency Proceeding has been commenced
by or against any Grantor;


 


(ii)          take
any action (not adverse to the priority status of the Liens on the ABL Priority Collateral, or the rights of the ABL Agent or any
of the ABL Secured Parties to exercise rights, powers, and/or remedies in respect thereof, including those under Article 6) in
order to create, prove, perfect, preserve or protect (but not enforce) its Lien on and rights in, and the perfection and priority
of its Lien on, any of the ABL Priority Collateral;


 


(iii)         file
any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other
pleading made by any person objecting to or otherwise seeking the disallowance of the claims or Liens of the Cash Flow Secured
Parties, including any claims secured by the Cash Flow Priority Collateral or the ABL Priority Collateral, if any, in each case
in accordance with the terms of this Agreement;


 


(iv)         file
any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors
arising under either any Insolvency Proceeding or applicable non-bankruptcy law, in each case not inconsistent with, or prohibited
by, the terms of this Agreement or applicable law (including the Bankruptcy Laws of any applicable jurisdiction) and, subject to
the restrictions set forth in this Section, any pleadings, objections, motions or agreements which assert rights or interests available
to secured creditors solely with respect to the Cash Flow Priority Collateral; and


 




    	 	52	 



     


    

 


(v)          vote
on any Plan of Reorganization, file any proof of claim, make other filings and make any arguments and motions (including in support
of or opposition to, as applicable, the confirmation or approval of any Plan of Reorganization) that are, in each case, in accordance
with the terms of this Agreement. Without limiting the generality of the foregoing or of the other provisions of this Agreement,
any vote to accept, and any other act to support the confirmation or approval of, any Non-Conforming Plan of Reorganization shall
be inconsistent with and accordingly, a violation of the terms of this Agreement, and the ABL Agent shall be entitled to have any
such vote to accept a Non-Conforming Plan of Reorganization changed and any such support of any Non-Conforming Plan of Reorganization
withdrawn.


 


(b)          The
Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties, agrees that, until the Discharge of Additional ABL Obligations,
neither the Cash Flow Agent (including in its capacity as Cash Flow Collateral Representative, as applicable) nor any Cash Flow
Secured Party (x) will, or seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding
with respect to the Exercise of Secured Creditor Remedies) with respect to any of the ABL Priority Collateral without the written
consent of each Additional ABL Agent or (y) will knowingly take, receive or accept any Proceeds of ABL Priority Collateral,
it being understood and agreed that the temporary deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled
by the Cash Flow Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL
Collateral Representative. Subject to Sections 2.3(a) and 2.3(g), from and after the date upon which the Discharge
of Additional ABL Obligations shall have occurred (or prior thereto upon obtaining the written consent of each Additional ABL Agent),
the Cash Flow Agent or any Cash Flow Secured Party may Exercise Any Secured Creditor Remedies under the Cash Flow Documents or
applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies
with respect to any Collateral by the Cash Flow Agent or any Cash Flow Secured Party is at all times subject to the provisions
of this Agreement, including Section 4.1. Notwithstanding anything to the contrary contained herein, the Cash Flow Agent
or any Cash Flow Secured Party may:


 


(i)           file
a claim or statement of interest with respect to the Cash Flow Obligations; provided that an Insolvency Proceeding has been commenced
by or against any Grantor;


 


(ii)          take
any action (not adverse to the priority status of the Liens on the ABL Priority Collateral, or the rights of each Additional ABL
Agent or any of the Additional ABL Secured Parties to exercise rights, powers, and/or remedies in respect thereof, including those
under Article 6) in order to create, prove, perfect, preserve or protect (but not enforce) its Lien on and rights in, and the perfection
and priority of its Lien on, any of the ABL Priority Collateral;


 


(iii)         file
any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other
pleading made by any person objecting to or otherwise seeking the disallowance of the claims or Liens of the Cash Flow Secured
Parties, including any claims secured by the Cash Flow Priority Collateral or the ABL Priority Collateral, if any, in each case
in accordance with the terms of this Agreement;


 




    	 	53	 



     


    

 


(iv)         file
any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors
arising under either any Insolvency Proceeding or applicable non-bankruptcy law, in each case not inconsistent with, or prohibited
by, the terms of this Agreement or applicable law (including the Bankruptcy Laws of any applicable jurisdiction) and, subject to
the restrictions set forth in this Section, any pleadings, objections, motions or agreements which assert rights or interests available
to secured creditors solely with respect to the Cash Flow Priority Collateral; and


 


(v)          vote
on any Plan of Reorganization, file any proof of claim, make other filings and make any arguments and motions (including in support
of or opposition to, as applicable, the confirmation or approval of any Plan of Reorganization) that are, in each case, in accordance
with the terms of this Agreement. Without limiting the generality of the foregoing or of the other provisions of this Agreement,
any vote to accept, and any other act to support the confirmation or approval of, any Non-Conforming Plan of Reorganization shall
be inconsistent with and accordingly, a violation of the terms of this Agreement, and each Additional ABL Agent shall be entitled
to have any such vote to accept a Non-Conforming Plan of Reorganization changed and any such support of any Non-Conforming Plan
of Reorganization withdrawn.


 


(c)          The
ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that until the Discharge of Cash Flow Obligations, neither the
ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) nor any ABL Secured Party (x) will,
or will seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise
of Secured Creditor Remedies) with respect to the Cash Flow Priority Collateral without the written consent of the Cash Flow Agent
or (y) will knowingly take, receive or accept any Proceeds of the Cash Flow Priority Collateral, it being understood
and agreed that the temporary deposit of Proceeds of Cash Flow Priority Collateral in a Deposit Account controlled by the ABL Agent
shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Cash Flow Collateral Representative.
Subject to Sections 2.3(d) and 2.3(j), from and after the date upon which the Discharge of Cash Flow Obligations
shall have occurred (or prior thereto upon obtaining the written consent of the Cash Flow Agent), the ABL Agent or any ABL Secured
Party may Exercise Any Secured Creditor Remedies under the ABL Documents or applicable law as to any Cash Flow Priority Collateral;
provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the ABL Agent
or any ABL Secured Party is at all times subject to the provisions of this Agreement, including Section 4.1. Notwithstanding
anything to the contrary contained herein, the ABL Agent or any ABL Secured Party may:


 


(i)           file
a claim or statement of interest with respect to the ABL Obligations; provided that an Insolvency Proceeding has been commenced
by or against any Grantor;


 


(ii)          take
any action (not adverse to the priority status of the Liens on the Cash Flow Priority Collateral, or the rights of the Cash Flow
Agent or any of the Cash Flow Secured Parties to exercise rights, powers, and/or remedies in respect thereof, including those under
Article 6) in order to create, prove, perfect, preserve or protect (but not enforce) its Lien on and rights in, and the perfection
and priority of its Lien on, any of the Cash Flow Priority Collateral;


 




    	 	54	 



     


    

 


(iii)         file
any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other
pleading made by any person objecting to or otherwise seeking the disallowance of the claims or Liens of the ABL Secured Parties,
including any claims secured by the ABL Priority Collateral or the Cash Flow Priority Collateral, if any, in each case in accordance
with the terms of this Agreement;


 


(iv)         file
any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors
arising under either any Insolvency Proceeding or applicable non-bankruptcy law, in each case not inconsistent with, or prohibited
by, the terms of this Agreement or applicable law (including the Bankruptcy Laws of any applicable jurisdiction) and, subject to
the restrictions set forth in this Section, any pleadings, objections, motions or agreements which assert rights or interests available
to secured creditors solely with respect to the ABL Priority Collateral; and


 


(v)          vote
on any Plan of Reorganization, file any proof of claim, make other filings and make any arguments and motions (including in support
of or opposition to, as applicable, the confirmation or approval of any Plan of Reorganization) that are, in each case, in accordance
with the terms of this Agreement. Without limiting the generality of the foregoing or of the other provisions of this Agreement,
any vote to accept, and any other act to support the confirmation or approval of, any Non-Conforming Plan of Reorganization shall
be inconsistent with and accordingly, a violation of the terms of this Agreement, and the Cash Flow Agent shall be entitled to
have any such vote to accept a Non-Conforming Plan of Reorganization changed and any such support of any Non-Conforming Plan of
Reorganization withdrawn.


 


(d)          The
ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that until the Discharge of Additional Cash Flow Obligations,
neither the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) nor any ABL Secured Party (x) will,
or will seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise
of Secured Creditor Remedies) with respect to the Cash Flow Priority Collateral without the written consent of each Additional
Cash Flow Agent or (y) will knowingly take, receive or accept any Proceeds of the Cash Flow Priority Collateral (except,
in each case, as may be separately otherwise agreed in writing by and between each such Additional Cash Flow Agent, on behalf of
itself and the Additional Cash Flow Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured
Parties), it being understood and agreed that the temporary deposit of Proceeds of Cash Flow Priority Collateral in a Deposit Account
controlled by the ABL Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the
Cash Flow Collateral Representative. Subject to Sections 2.3(c) and 2.3(j), from and after the date upon which the
Discharge of Additional Cash Flow Obligations shall have occurred (or prior thereto upon obtaining the written consent of each
Additional Cash Flow Agent), the ABL Agent or any ABL Secured Party may Exercise Any Secured Creditor Remedies under the ABL Documents
or applicable law as to any Cash Flow Priority Collateral; provided, however, that any Exercise of Secured Creditor
Remedies with respect to any Collateral by the ABL Agent or any ABL Secured Party is at all times subject to the provisions of
this Agreement, including Section 4.1. Notwithstanding anything to the contrary contained herein, the ABL Agent or any ABL
Secured Party may:


 




    	 	55	 



     


    

 


(i)           file
a claim or statement of interest with respect to the ABL Obligations; provided that an Insolvency Proceeding has been commenced
by or against any Grantor;


 


(ii)          take
any action (not adverse to the priority status of the Liens on the Cash Flow Priority Collateral, or the rights of each Additional
Cash Flow Agent or any of the Additional Cash Flow Secured Parties to exercise rights, powers, and/or remedies in respect thereof,
including those under Article 6) in order to create, prove, perfect, preserve or protect (but not enforce) its Lien on and rights
in, and the perfection and priority of its Lien on, any of the Cash Flow Priority Collateral;


 


(iii)         file
any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other
pleading made by any person objecting to or otherwise seeking the disallowance of the claims or Liens of the ABL Secured Parties,
including any claims secured by the ABL Priority Collateral or the Cash Flow Priority Collateral, if any, in each case in accordance
with the terms of this Agreement;


 


(iv)         file
any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors
arising under either any Insolvency Proceeding or applicable non-bankruptcy law, in each case not inconsistent with, or prohibited
by, the terms of this Agreement or applicable law (including the Bankruptcy Laws of any applicable jurisdiction) and, subject to
the restrictions set forth in this Section, any pleadings, objections, motions or agreements which assert rights or interests available
to secured creditors solely with respect to the ABL Priority Collateral; and


 


(v)          vote
on any Plan of Reorganization, file any proof of claim, make other filings and make any arguments and motions (including in support
of or opposition to, as applicable, the confirmation or approval of any Plan of Reorganization) that are, in each case, in accordance
with the terms of this Agreement. Without limiting the generality of the foregoing or of the other provisions of this Agreement,
any vote to accept, and any other act to support the confirmation or approval of, any Non-Conforming Plan of Reorganization shall
be inconsistent with and accordingly, a violation of the terms of this Agreement, and each Additional Cash Flow Agent shall be
entitled to have any such vote to accept a Non-Conforming Plan of Reorganization changed and any such support of any Non-Conforming
Plan of Reorganization withdrawn.


 




    	 	56	 



     


    

 


(e)          Any
Additional Cash Flow Agent, on behalf of itself and any Additional Cash Flow Secured Parties represented thereby, agrees that until
the Discharge of ABL Obligations, neither such Additional Cash Flow Agent (including in its capacity as Cash Flow Collateral Representative,
if applicable) nor any such Additional Cash Flow Secured Party (x) will, or will seek to, Exercise Any Secured Creditor
Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect
to any of the ABL Priority Collateral without the written consent of the ABL Agent or (y) will knowingly take, receive
or accept any Proceeds of ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of ABL
Priority Collateral in a Deposit Account controlled by such Additional Cash Flow Agent shall not constitute a breach of this Agreement
so long as such Proceeds are promptly remitted to the ABL Collateral Representative. Subject to Sections 2.3(f) and 2.3(g),
from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the written
consent of the ABL Agent), any Additional Cash Flow Agent or any Additional Cash Flow Secured Party may Exercise Any Secured Creditor
Remedies under any Additional Cash Flow Documents or applicable law as to any ABL Priority Collateral; provided, however,
that any Exercise of Secured Creditor Remedies with respect to any Collateral by any Additional Cash Flow Agent or Additional Cash
Flow Secured Party is at all times subject to the provisions of this Agreement, including Section 4.1. Notwithstanding anything
to the contrary contained herein, any Additional Cash Flow Agent or any Additional Cash Flow Secured Party may:


 


(i)           file
a claim or statement of interest with respect to the Additional Cash Flow Obligations; provided that an Insolvency Proceeding has
been commenced by or against any Grantor;


 


(ii)          take
any action (not adverse to the priority status of the Liens on the ABL Priority Collateral, or the rights of the ABL Agent or any
of the ABL Secured Parties to exercise rights, powers, and/or remedies in respect thereof, including those under Article 6) in
order to create, prove, perfect, preserve or protect (but not enforce) its Lien on and rights in, and the perfection and priority
of its Lien on, any of the ABL Priority Collateral;


 


(iii)         file
any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other
pleading made by any person objecting to or otherwise seeking the disallowance of the claims or Liens of the Additional Cash Flow
Secured Parties, including any claims secured by the ABL Priority Collateral or the Cash Flow Priority Collateral, if any, in each
case in accordance with the terms of this Agreement;


 


(iv)         file
any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors
arising under either any Insolvency Proceeding or applicable non-bankruptcy law, in each case not inconsistent with, or prohibited
by, the terms of this Agreement or applicable law (including the Bankruptcy Laws of any applicable jurisdiction) and, subject to
the restrictions set forth in this Section, any pleadings, objections, motions or agreements which assert rights or interests available
to secured creditors solely with respect to the ABL Priority Collateral; and


 




    	 	57	 



     


    

 


(v)          vote
on any Plan of Reorganization, file any proof of claim, make other filings and make any arguments and motions (including in support
of or opposition to, as applicable, the confirmation or approval of any Plan of Reorganization) that are, in each case, in accordance
with the terms of this Agreement. Without limiting the generality of the foregoing or of the other provisions of this Agreement,
any vote to accept, and any other act to support the confirmation or approval of, any Non-Conforming Plan of Reorganization shall
be inconsistent with and accordingly, a violation of the terms of this Agreement, and the ABL Agent shall be entitled to have any
such vote to accept a Non-Conforming Plan of Reorganization changed and any such support of any Non-Conforming Plan of Reorganization
withdrawn.


 


(f)           Any
Additional Cash Flow Agent, on behalf of itself and any Additional Cash Flow Secured Parties represented thereby, agrees that until
the Discharge of Additional ABL Obligations, neither such Additional Cash Flow Agent (including in its capacity as Cash Flow Collateral
Representative, if applicable) nor any such Additional Cash Flow Secured Party (x) will, or will seek to, Exercise
Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor
Remedies) with respect to any of the ABL Priority Collateral without the written consent of each Additional ABL Agent or (y) will
knowingly take, receive or accept any Proceeds of ABL Priority Collateral, it being understood and agreed that the temporary deposit
of Proceeds of ABL Priority Collateral in a Deposit Account controlled by such Additional Cash Flow Agent shall not constitute
a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Representative. Subject to Sections
2.3(e) and 2.3(g), from and after the date upon which the Discharge of Additional ABL Obligations shall have occurred
(or prior thereto upon obtaining the written consent of each Additional ABL Agent), any Additional Cash Flow Agent or any Additional
Cash Flow Secured Party may Exercise Any Secured Creditor Remedies under any Additional Cash Flow Documents or applicable law as
to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to
any Collateral by any Additional Cash Flow Agent or Additional Cash Flow Secured Party is at all times subject to the provisions
of this Agreement, including Section 4.1. Notwithstanding anything to the contrary contained herein, any Additional Cash
Flow Agent or any Additional Cash Flow Secured Party may:


 


(i)           file
a claim or statement of interest with respect to the Additional Cash Flow Obligations; provided that an Insolvency Proceeding has
been commenced by or against any Grantor;


 


(ii)          take
any action (not adverse to the priority status of the Liens on the ABL Priority Collateral, or the rights of the ABL Agent or any
of the ABL Secured Parties to exercise rights, powers, and/or remedies in respect thereof, including those under Article 6) in
order to create, prove, perfect, preserve or protect (but not enforce) its Lien on and rights in, and the perfection and priority
of its Lien on, any of the ABL Priority Collateral;


 


(iii)         file
any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other
pleading made by any person objecting to or otherwise seeking the disallowance of the claims or Liens of the Additional Cash Flow
Secured Parties, including any claims secured by the ABL Priority Collateral or the Cash Flow Priority Collateral, if any, in each
case in accordance with the terms of this Agreement;


 




    	 	58	 



     


    

 


(iv)         file
any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors
arising under either any Insolvency Proceeding or applicable non-bankruptcy law, in each case not inconsistent with, or prohibited
by, the terms of this Agreement or applicable law (including the Bankruptcy Laws of any applicable jurisdiction) and, subject to
the restrictions set forth in this Section, any pleadings, objections, motions or agreements which assert rights or interests available
to secured creditors solely with respect to the ABL Priority Collateral; and


 


(v)          vote
on any Plan of Reorganization, file any proof of claim, make other filings and make any arguments and motions (including in support
of or opposition to, as applicable, the confirmation or approval of any Plan of Reorganization) that are, in each case, in accordance
with the terms of this Agreement. Without limiting the generality of the foregoing or of the other provisions of this Agreement,
any vote to accept, and any other act to support the confirmation or approval of, any Non-Conforming Plan of Reorganization shall
be inconsistent with and accordingly, a violation of the terms of this Agreement, and each Additional ABL Agent shall be entitled
to have any such vote to accept a Non-Conforming Plan of Reorganization changed and any such support of any Non-Conforming Plan
of Reorganization withdrawn.


 


(g)          Any
Additional Cash Flow Agent, on behalf of itself and any Additional Cash Flow Secured Parties represented thereby, agrees that such
Additional Cash Flow Agent and such Additional Cash Flow Secured Parties (x) will not, and will not seek to, Exercise
Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor
Remedies) with respect to any of the Collateral without the written consent of the Cash Flow Collateral Representative and (y) will
not knowingly take, receive or accept any Proceeds of Collateral (except as may be separately otherwise agreed in writing by and
between or among each Additional Cash Flow Agent, on behalf of itself and the Additional Cash Flow Secured Parties represented
thereby, and the Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties), it being understood and agreed that the
temporary deposit of Proceeds of Collateral in a Deposit Account controlled by such Additional Cash Flow Agent shall not constitute
a breach of this Agreement so long as such Proceeds are promptly remitted to the Cash Flow Collateral Representative; provided
that nothing in this sentence shall prohibit any Additional Cash Flow Agent from taking such actions in its capacity as Cash Flow
Collateral Representative, if applicable. The Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties, agrees that
the Cash Flow Agent and the Cash Flow Secured Parties will not, and will not seek to, Exercise Any Secured Creditor Remedies (or
institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to any of
the Collateral without the written consent of the Cash Flow Collateral Representative and will not knowingly take, receive or accept
any Proceeds of Collateral (except as may be separately otherwise agreed in writing by and between or among each Additional Cash
Flow Agent, on behalf of itself and the Additional Cash Flow Secured Parties represented thereby, and the Cash Flow Agent, on behalf
of itself and the Cash Flow Secured Parties), it being understood and agreed that the temporary deposit of Proceeds of Collateral
in a Deposit Account controlled by the Cash Flow Agent shall not constitute a breach of this Agreement so long as such Proceeds
are promptly remitted to the Cash Flow Collateral Representative; provided that nothing in this sentence shall prohibit
the Cash Flow Agent from taking such actions in its capacity as Cash Flow Collateral Representative, if applicable. Subject to
Sections 2.3(a) and 2.3(b), the Cash Flow Collateral Representative may Exercise Any Secured Creditor Remedies under
the Cash Flow Priority Collateral Documents or applicable law as to any Collateral; provided, however, that any Exercise
of Secured Creditor Remedies with respect to any Collateral by the Cash Flow Collateral Representative is at all times subject
to the provisions of this Agreement, including Section 4.1. Each Cash Flow Collateral Secured Party hereby appoints the
Cash Flow Collateral Representative as its agent to exercise all remedies under all Cash Flow Collateral Documents and Additional
Cash Flow Collateral Documents. Notwithstanding anything to the contrary contained herein, the Cash Flow Agent or any Cash Flow
Secured Party and any Additional Cash Flow Agent or any Additional Cash Flow Secured Party may:


 




    	 	59	 



     


    

 


(i)           file
a claim or statement of interest with respect to the Cash Flow Obligations or the Additional Cash Flow Obligations respectively;
provided that an Insolvency Proceeding has been commenced by or against any Grantor;


 


(ii)          take
any action (not adverse to the priority status of the Liens on the Cash Flow Priority Collateral, or the rights of the Cash Flow
Agent or any of the Cash Flow Secured Parties or any Additional Cash Flow Agent or any of the Additional Cash Flow Secured Parties
to exercise rights, powers, and/or remedies in respect thereof, including those under Article 6) in order to create, prove, perfect,
preserve or protect (but not enforce) its Lien on and rights in, and the perfection and priority of its Lien on, any of the Cash
Flow Priority Collateral;


 


(iii)         file
any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other
pleading made by any person objecting to or otherwise seeking the disallowance of the claims or Liens of the Cash Flow Secured
Parties or the Additional Cash Flow Secured Parties respectively, including any claims secured by the ABL Priority Collateral or
the Cash Flow Priority Collateral, if any, in each case in accordance with the terms of this Agreement;


 


(iv)         file
any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors
arising under either any Insolvency Proceeding or applicable non-bankruptcy law, in each case not inconsistent with, or prohibited
by, the terms of this Agreement or applicable law (including the Bankruptcy Laws of any applicable jurisdiction) and, subject to
the restrictions set forth in this Section, any pleadings, objections, motions or agreements which assert rights or interests available
to secured creditors solely with respect to the ABL Priority Collateral or the Cash Flow Priority Collateral; and


 


(v)          vote
on any Plan of Reorganization, file any proof of claim, make other filings and make any arguments and motions (including in support
of or opposition to, as applicable, the confirmation or approval of any Plan of Reorganization) that are, in each case, in accordance
with the terms of this Agreement. Without limiting the generality of the foregoing or of the other provisions of this Agreement,
any vote to accept, and any other act to support the confirmation or approval of, any Non-Conforming Plan of Reorganization shall
be inconsistent with and accordingly, a violation of the terms of this Agreement, and the Cash Flow Agent and each Additional Cash
Flow Agent shall be entitled to have any such vote to accept a Non-Conforming Plan of Reorganization changed and any such support
of any Non-Conforming Plan of Reorganization withdrawn.


 




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(h)          Any
Additional ABL Agent, on behalf of itself and any Additional ABL Secured Parties represented thereby, agrees that until the Discharge
of Cash Flow Obligations, neither such Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable)
nor any such Additional ABL Secured Party (x) will, or will seek to, Exercise Any Secured Creditor Remedies (or institute
or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to any of the Cash
Flow Priority Collateral without the written consent of the Cash Flow Agent or (y) will knowingly take, receive or
accept any Proceeds of Cash Flow Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of
Cash Flow Priority Collateral in a Deposit Account controlled by such Additional ABL Agent shall not constitute a breach of this
Agreement so long as such Proceeds are promptly remitted to the Cash Flow Collateral Representative. Subject to Sections 2.3(i)
and 2.3(j), from and after the date upon which the Discharge of Cash Flow Obligations shall have occurred (or prior thereto
upon obtaining the written consent of the Cash Flow Agent), any Additional ABL Agent or any Additional ABL Secured Party may Exercise
Any Secured Creditor Remedies under any Additional ABL Documents or applicable law as to any Cash Flow Priority Collateral; provided,
however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by any Additional ABL Agent or Additional
ABL Secured Party is at all times subject to the provisions of this Agreement, including Section 4.1. Notwithstanding anything
to the contrary contained herein, any Additional ABL Agent or any Additional ABL Secured Party may:


 


(i)           file
a claim or statement of interest with respect to the Additional ABL Obligations; provided that an Insolvency Proceeding has been
commenced by or against any Grantor;


 


(ii)          take
any action (not adverse to the priority status of the Liens on the Cash Flow Priority Collateral, or the rights of the Additional
ABL Agent or any of the Additional ABL Secured Parties to exercise rights, powers, and/or remedies in respect thereof, including
those under Article 6) in order to create, prove, perfect, preserve or protect (but not enforce) its Lien on and rights in, and
the perfection and priority of its Lien on, any of the Cash Flow Priority Collateral;


 


(iii)         file
any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other
pleading made by any person objecting to or otherwise seeking the disallowance of the claims or Liens of the Additional ABL Secured
Parties, including any claims secured by the ABL Priority Collateral or the Cash Flow Priority Collateral, if any, in each case
in accordance with the terms of this Agreement;


 




    	 	61	 



     


    

 


(iv)         file
any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors
arising under either any Insolvency Proceeding or applicable non-bankruptcy law, in each case not inconsistent with, or prohibited
by, the terms of this Agreement or applicable law (including the Bankruptcy Laws of any applicable jurisdiction) and, subject to
the restrictions set forth in this Section, any pleadings, objections, motions or agreements which assert rights or interests available
to secured creditors solely with respect to the Cash Flow Priority Collateral; and


 


(v)          vote
on any Plan of Reorganization, file any proof of claim, make other filings and make any arguments and motions (including in support
of or opposition to, as applicable, the confirmation or approval of any Plan of Reorganization) that are, in each case, in accordance
with the terms of this Agreement. Without limiting the generality of the foregoing or of the other provisions of this Agreement,
any vote to accept, and any other act to support the confirmation or approval of, any Non-Conforming Plan of Reorganization shall
be inconsistent with and accordingly, a violation of the terms of this Agreement, and the Cash Flow Agent shall be entitled to
have any such vote to accept a Non-Conforming Plan of Reorganization changed and any such support of any Non-Conforming Plan of
Reorganization withdrawn.


 


(i)           Any
Additional ABL Agent, on behalf of itself and any Additional ABL Secured Parties represented thereby, agrees that until the Discharge
of Additional Cash Flow Obligations, neither such Additional ABL Agent (including in its capacity as ABL Collateral Representative,
if applicable) nor any such Additional ABL Secured Party (x) will, or will seek to, Exercise Any Secured Creditor Remedies
(or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to any
of the Cash Flow Priority Collateral without the written consent of each Additional Cash Flow Agent or (y) will knowingly
take, receive or accept any Proceeds of Cash Flow Priority Collateral (except as may be separately otherwise agreed in writing
by and between such Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby, and each
Additional Cash Flow Agent, on behalf of itself and the Additional Cash Flow Secured Parties represented thereby), it being understood
and agreed that the temporary deposit of Proceeds of Cash Flow Priority Collateral in a Deposit Account controlled by such Additional
ABL Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Cash Flow Collateral
Representative. Subject to Sections 2.3(h) and 2.3(j), from and after the date upon which the Discharge of Additional
Cash Flow Obligations shall have occurred (or prior thereto upon obtaining the written consent of each Additional Cash Flow Agent),
any Additional ABL Agent or any Additional ABL Secured Party may Exercise Any Secured Creditor Remedies under any Additional ABL
Documents or applicable law as to any Cash Flow Priority Collateral; provided, however, that any Exercise of Secured
Creditor Remedies with respect to any Collateral by any Additional ABL Agent or Additional ABL Secured Party is at all times subject
to the provisions of this Agreement, including Section 4.1. Notwithstanding anything to the contrary contained herein, any
Additional ABL Agent or any Additional ABL Secured Party may:


 


(i)           file
a claim or statement of interest with respect to the Additional ABL Obligations; provided that an Insolvency Proceeding has been
commenced by or against any Grantor;


 




    	 	62	 



     


    

 


(ii)          take
any action (not adverse to the priority status of the Liens on the Cash Flow Priority Collateral, or the rights of the Additional
ABL Agent or any of the Additional ABL Secured Parties to exercise rights, powers, and/or remedies in respect thereof, including
those under Article 6) in order to create, prove, perfect, preserve or protect (but not enforce) its Lien on and rights in, and
the perfection and priority of its Lien on, any of the Cash Flow Priority Collateral;


 


(iii)         file
any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other
pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Additional ABL Secured Parties,
including any claims secured by the ABL Priority Collateral or the Cash Flow Priority Collateral, if any, in each case in accordance
with the terms of this Agreement;


 


(iv)         file
any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors
arising under either any Insolvency Proceeding or applicable non-bankruptcy law, in each case not inconsistent with, or prohibited
by, the terms of this Agreement or applicable law (including the Bankruptcy Laws of any applicable jurisdiction) and, subject to
the restrictions set forth in this Section, any pleadings, objections, motions or agreements which assert rights or interests available
to secured creditors solely with respect to the Cash Flow Priority Collateral; and


 


(v)          vote
on any Plan of Reorganization, file any proof of claim, make other filings and make any arguments and motions (including in support
of or opposition to, as applicable, the confirmation or approval of any Plan of Reorganization) that are, in each case, in accordance
with the terms of this Agreement. Without limiting the generality of the foregoing or of the other provisions of this Agreement,
any vote to accept, and any other act to support the confirmation or approval of, any Non-Conforming Plan of Reorganization shall
be inconsistent with and accordingly, a violation of the terms of this Agreement, and each Additional Cash Flow Agent shall be
entitled to have any such vote to accept a Non-Conforming Plan of Reorganization changed and any such support of any Non-Conforming
Plan of Reorganization withdrawn.


 




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(j)           Any
Additional ABL Agent, on behalf of itself and any Additional ABL Secured Parties represented thereby, agrees that such Additional
ABL Agent and such Additional ABL Secured Parties (x) will not, and will not seek to, Exercise Any Secured Creditor
Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect
to any of the Collateral without the written consent of the ABL Collateral Representative and (y) will not knowingly
take, receive or accept any Proceeds of Collateral (except as may be separately otherwise agreed in writing by and between or among
each Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby, and the ABL Agent, on
behalf of itself and the ABL Secured Parties), it being understood and agreed that the temporary deposit of Proceeds of Collateral
in a Deposit Account controlled by such Additional ABL Agent shall not constitute a breach of this Agreement so long as such Proceeds
are promptly remitted to the ABL Collateral Representative; provided that nothing in this sentence shall prohibit any Additional
ABL Agent from taking such actions in its capacity as ABL Collateral Representative, if applicable. The ABL Agent, on behalf of
itself and the ABL Secured Parties, agrees that the ABL Agent and the ABL Secured Parties will not, and will not seek to, Exercise
Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor
Remedies) with respect to any of the Collateral without the written consent of the ABL Collateral Representative and will not knowingly
take, receive or accept any Proceeds of Collateral (except as may be separately otherwise agreed in writing by and between or among
each Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby, and the ABL Agent, on
behalf of itself and the ABL Secured Parties), it being understood and agreed that the temporary deposit of Proceeds of Collateral
in a Deposit Account controlled by the ABL Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly
remitted to the ABL Collateral Representative; provided that nothing in this sentence shall prohibit the ABL Agent from
taking such actions in its capacity as ABL Collateral Representative, if applicable. Subject to Sections 2.3(c) and 2.3(d),
the ABL Collateral Representative may Exercise Any Secured Creditor Remedies under the ABL Priority Collateral Documents or applicable
law as to any Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral
by the ABL Collateral Representative is at all times subject to the provisions of this Agreement, including Section 4.1.
Each ABL Collateral Secured Party hereby appoints the ABL Collateral Representative as its agent to exercise all remedies under
all ABL Collateral Documents and Additional ABL Collateral Documents. Notwithstanding anything to the contrary contained herein,
the ABL Agent or any ABL Secured Party and any Additional ABL Agent or any Additional ABL Secured Party may:


 


(i)           file
a claim or statement of interest with respect to the ABL Obligations or the Additional ABL Obligations respectively; provided that
an Insolvency Proceeding has been commenced by or against any Grantor;


 


(ii)          take
any action (not adverse to the priority status of the Liens on the ABL Priority Collateral, or the rights of the ABL Agent or any
of the ABL Secured Parties or any Additional ABL Agent or any of the Additional ABL Secured Parties to exercise rights, powers,
and/or remedies in respect thereof, including those under Article 6) in order to create, prove, perfect, preserve or protect (but
not enforce) its Lien on and rights in, and the perfection and priority of its Lien on, any of the ABL Priority Collateral;


 


(iii)         file
any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other
pleading made by any person objecting to or otherwise seeking the disallowance of the claims or Liens of the ABL Secured Parties
or the Additional ABL Secured Parties respectively, including any claims secured by the ABL Priority Collateral or the Cash Flow
Priority Collateral, if any, in each case in accordance with the terms of this Agreement;


 


(iv)         file
any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors
arising under either any Insolvency Proceeding or applicable non-bankruptcy law, in each case not inconsistent with, or prohibited
by, the terms of this Agreement or applicable law (including the Bankruptcy Laws of any applicable jurisdiction) and, subject to
the restrictions set forth in this Section, any pleadings, objections, motions or agreements which assert rights or interests available
to secured creditors solely with respect to the ABL Priority Collateral or the Cash Flow Priority Collateral; and


 




    	 	64	 



     


    

 


(v)          vote
on any Plan of Reorganization, file any proof of claim, make other filings and make any arguments and motions (including in support
of or opposition to, as applicable, the confirmation or approval of any Plan of Reorganization) that are, in each case, in accordance
with the terms of this Agreement. Without limiting the generality of the foregoing or of the other provisions of this Agreement,
any vote to accept, and any other act to support the confirmation or approval of, any Non-Conforming Plan of Reorganization shall
be inconsistent with and accordingly, a violation of the terms of this Agreement, and the ABL Collateral Representative shall be
entitled to have any such vote to accept a Non-Conforming Plan of Reorganization changed and any such support of any Non-Conforming
Plan of Reorganization withdrawn.


 


(k)          Notwithstanding
any other provision of this Agreement, nothing contained herein shall be construed to prevent (i) the ABL Agent or
any ABL Secured Party, or any Additional ABL Agent or any Additional ABL Secured Party or any Additional Cash Flow Agent or any
Additional Cash Flow Secured Party, from objecting to any proposed retention of Collateral by the Cash Flow Agent or any Cash Flow
Secured Party in full or partial satisfaction of any Cash Flow Obligations, (ii) the Cash Flow Agent or any Cash Flow
Secured Party, or any Additional Cash Flow Agent or any Additional Cash Flow Secured Party or any Additional ABL Agent or any Additional
ABL Secured Party, from objecting to any proposed retention of Collateral by the ABL Agent or any ABL Secured Party in full or
partial satisfaction of any ABL Obligations, (iii) the ABL Agent or any ABL Secured Party, or any Additional ABL Agent
or any Additional ABL Secured Party or the Cash Flow Agent or any Cash Flow Secured Party, or any other Additional Cash Flow Agent
or any other Additional Cash Flow Secured Party, from objecting to any proposed retention of Collateral by any Additional Cash
Flow Agent or any Additional Cash Flow Secured Party in full or partial satisfaction of any Additional Cash Flow Obligations, or
(iv) the Cash Flow Agent or any Cash Flow Secured Party, or any Additional Cash Flow Agent or any Additional Cash Flow
Secured Party or the ABL Agent or any ABL Secured Party, or any other Additional ABL Agent or any other Additional ABL Secured
Party, from objecting to any proposed retention of Collateral by any Additional ABL Agent or any Additional ABL Secured Party in
full or partial satisfaction of any Additional ABL Obligations.


 


Section 2.4 Exercise of
Rights.


 


(a)          Notice
of ABL Agent’s Lien.


 


(i)           Without
limiting Section 2.3, the Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties, hereby agrees that, until
the Discharge of ABL Obligations, in connection with any Exercise of Secured Creditor Remedies by the Cash Flow Agent (including
in its capacity as Cash Flow Collateral Representative, if applicable) or any Cash Flow Secured Party with respect to any ABL Priority
Collateral, the Cash Flow Agent or such Cash Flow Secured Party, as applicable, shall advise any purchaser or transferee of any
ABL Priority Collateral in writing that the sale (whether public, private, by foreclosure, or otherwise) or other transfer is subject
to the Liens of the ABL Agent and the ABL Secured Parties, unless the ABL Agent otherwise consents in writing. In addition, the
Cash Flow Agent agrees, on behalf of itself and the Cash Flow Secured Parties, that, until the Discharge of ABL Obligations, any
notice of any proposed foreclosure or sale of any ABL Priority Collateral and any other notice in connection with the Exercise
of Secured Creditor Remedies with respect thereto shall state prominently and clearly that the sale is subject to the ABL Agent’s
and the ABL Secured Parties’ prior Liens and that such Liens shall continue as against the ABL Priority Collateral to be
sold, unless the ABL Agent otherwise consents in writing.


 




    	 	65	 



     


    

 


(ii)          Without
limiting Section 2.3, any Additional Cash Flow Agent, on behalf of itself and any Additional Cash Flow Secured Parties represented
thereby, hereby agrees that, until the Discharge of ABL Obligations, in connection with any Exercise of Secured Creditor Remedies
by such Additional Cash Flow Agent (including in its capacity as Cash Flow Collateral Representative, if applicable) or any such
Additional Cash Flow Secured Party with respect to any ABL Priority Collateral, such Additional Cash Flow Agent or Additional Cash
Flow Secured Party, as applicable, shall advise any purchaser or transferee of any ABL Priority Collateral in writing that the
sale (whether public, private, by foreclosure, or otherwise) or other transfer is subject to the Liens of the ABL Agent and the
ABL Secured Parties, unless the ABL Agent otherwise consents in writing. In addition, any Additional Cash Flow Agent agrees, on
behalf of itself and any Additional Cash Flow Secured Parties represented thereby, that, until the Discharge of ABL Obligations,
any notice of any proposed foreclosure or sale of any ABL Priority Collateral and any other notice in connection with the Exercise
of Secured Creditor Remedies with respect thereto shall state prominently and clearly that the sale is subject to the ABL Agent’s
and the ABL Secured Parties’ prior Liens and that such Liens shall continue as against the ABL Priority Collateral to be
sold, unless the ABL Agent otherwise consents in writing.


 


(b)          Notice
of Cash Flow Agent’s Lien.


 


(i)           Without
limiting Section 2.3, the ABL Agent, on behalf of itself and the ABL Secured Parties, hereby agrees that, until the Discharge
of Cash Flow Obligations, in connection with any Exercise of Secured Creditor Remedies by the ABL Agent (including in its capacity
as ABL Collateral Representative, if applicable) or any ABL Secured Party with respect to the Cash Flow Priority Collateral, the
ABL Agent or such ABL Secured Party, as applicable, shall advise any purchaser or transferee of any Cash Flow Priority Collateral
in writing that the sale (whether public, private, by foreclosure, or otherwise) or other transfer is subject to the Liens of the
Cash Flow Agent and the Cash Flow Secured Parties, unless the Cash Flow Agent otherwise consents in writing. In addition, the ABL
Agent agrees, on behalf of itself and the ABL Secured Parties, that, until the Discharge of Cash Flow Obligations, any notice of
any proposed foreclosure or sale of any Cash Flow Priority Collateral and any other notice in connection with the Exercise of Secured
Creditor Remedies with respect thereto shall state prominently and clearly that the sale is subject to the Cash Flow Agent’s
and the Cash Flow Secured Parties’ prior Liens and that such Liens shall continue as against the Cash Flow Priority Collateral
to be sold, unless the Cash Flow Agent otherwise consents in writing.


 




    	 	66	 



     


    

 


(ii)          Without
limiting Section 2.3, any Additional ABL Agent, on behalf of itself and any Additional ABL Secured Parties represented thereby,
hereby agrees that, until the Discharge of Cash Flow Obligations, in connection with any Exercise of Secured Creditor Remedies
by such Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) or any such Additional
ABL Secured Party with respect to any Cash Flow Priority Collateral, such Additional ABL Agent or Additional ABL Secured Party,
as applicable, shall advise any purchaser or transferee of any Cash Flow Priority Collateral in writing that the sale (whether
public, private, by foreclosure, or otherwise) or other transfer is subject to the Liens of the Cash Flow Agent and the Cash Flow
Secured Parties, unless the Cash Flow Agent otherwise consents in writing. In addition, any Additional ABL Agent agrees, on behalf
of itself and any Additional ABL Secured Parties represented thereby, that, until the Discharge of Cash Flow Obligations, any notice
of any proposed foreclosure or sale of any Cash Flow Priority Collateral and any other notice in connection with the Exercise of
Secured Creditor Remedies with respect thereto shall state prominently and clearly that the sale is subject to the Cash Flow Agent’s
and the Cash Flow Secured Parties’ prior Liens and that such Liens shall continue as against the Cash Flow Priority Collateral
to be sold, unless the Cash Flow Agent otherwise consents in writing.


 


(c)          Notice
of Additional Cash Flow Agent’s Lien.


 


(i)           Without
limiting Section 2.3, the ABL Agent, on behalf of itself and the ABL Secured Parties, hereby agrees that, until the Discharge
of Additional Cash Flow Obligations, in connection with any Exercise of Secured Creditor Remedies by the ABL Agent (including in
its capacity as ABL Collateral Representative, if applicable) or any ABL Secured Party with respect to any Cash Flow Priority Collateral,
the ABL Agent or such ABL Secured Party, as applicable, shall advise any purchaser or transferee of any Cash Flow Priority Collateral
in writing that the sale (whether public, private, by foreclosure, or otherwise) or other transfer is subject to the Liens of any
Additional Cash Flow Agent and any Additional Cash Flow Secured Parties (except as may be separately otherwise agreed in writing
by and between such Additional Cash Flow Agent, on behalf of itself and the Additional Cash Flow Secured Parties represented thereby,
and the ABL Agent, on behalf of itself and the ABL Secured Parties). In addition, the ABL Agent agrees, on behalf of itself and
the ABL Secured Parties, that, until the Discharge of Additional Cash Flow Obligations, any notice of any proposed foreclosure
or sale of any Cash Flow Priority Collateral and any other notice in connection with the Exercise of Secured Creditor Remedies
with respect thereto shall state prominently and clearly that the sale is subject to any Additional Cash Flow Agent’s and
any Additional Cash Flow Secured Parties’ prior Liens and that such Liens shall continue as against the Cash Flow Priority
Collateral to be sold (except as may be separately otherwise agreed in writing by and between such Additional Cash Flow Agent,
on behalf of itself and the Additional Cash Flow Secured Parties represented thereby, and the ABL Agent, on behalf of itself and
the ABL Secured Parties).


 




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(ii)          Without
limiting Section 2.3, any Additional ABL Agent, on behalf of itself and any Additional ABL Secured Parties represented thereby,
hereby agrees that, until the Discharge of Additional Cash Flow Obligations, in connection with any Exercise of Secured Creditor
Remedies by such Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) or Additional
ABL Secured Party with respect to any ABL Priority Collateral, such Additional ABL Agent or Additional ABL Secured Party, as applicable,
shall advise any purchaser or transferee of any Cash Flow Priority Collateral in writing that the sale (whether public, private,
by foreclosure, or otherwise) or other transfer is subject to the Liens of any Additional Cash Flow Agent and any Additional Cash
Flow Secured Parties (except as may be separately otherwise agreed in writing by and between such Additional Cash Flow Agent, on
behalf of itself and the Additional Cash Flow Secured Parties represented thereby, and such Additional ABL Agent, on behalf of
itself and the Additional ABL Secured Parties represented thereby). In addition, any Additional ABL Agent agrees, on behalf of
itself and any Additional ABL Secured Parties represented thereby, that, until the Discharge of Additional Cash Flow Obligations,
any notice of any proposed foreclosure or sale of any Cash Flow Priority Collateral and any other notice in connection with the
Exercise of Secured Creditor Remedies with respect thereto shall state prominently and clearly that the sale is subject to any
Additional Cash Flow Agent’s and any Additional Cash Flow Secured Parties’ prior Liens and that such Liens shall continue
as against the Cash Flow Priority Collateral to be sold (except as may be separately otherwise agreed in writing by and between
such Additional Cash Flow Agent, on behalf of itself and the Additional Cash Flow Secured Parties represented thereby, and such
Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby).


 


(d)          Notice
of Additional ABL Agent’s Lien.


 


(i)           Without
limiting Section 2.3, the Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties, hereby agrees that, until
the Discharge of Additional ABL Obligations, in connection with any Exercise of Secured Creditor Remedies by the Cash Flow Agent
(including in its capacity as Cash Flow Collateral Representative, if applicable) or any Cash Flow Secured Party with respect to
any ABL Priority Collateral, the Cash Flow Agent or such Cash Flow Secured Party, as applicable, shall advise any purchaser or
transferee of any ABL Priority Collateral in writing that the sale (whether public, private, by foreclosure, or otherwise) or other
transfer is subject to the Liens of any Additional ABL Agent and any Additional ABL Secured Parties. In addition, the Cash Flow
Agent agrees, on behalf of itself and the Cash Flow Secured Parties, that, until the Discharge of Additional ABL Obligations, any
notice of any proposed foreclosure or sale of any ABL Priority Collateral and any other notice in connection with the Exercise
of Secured Creditor Remedies with respect thereto shall state prominently and clearly that the sale is subject to any Additional
ABL Agent’s and any Additional ABL Secured Parties’ prior Liens and that such Liens shall continue as against the ABL
Priority Collateral to be sold.


 




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(ii)          Without
limiting Section 2.3, any Additional Cash Flow Agent, on behalf of itself and any Additional Cash Flow Secured Parties represented
thereby, hereby agrees that, until the Discharge of Additional ABL Obligations, in connection with any Exercise of Secured Creditor
Remedies by such Additional Cash Flow Agent (including in its capacity as Cash Flow Collateral Representative, if applicable) or
Additional Cash Flow Secured Party with respect to any ABL Priority Collateral, such Additional Cash Flow Agent or Additional Cash
Flow Secured Party, as applicable, shall advise any purchaser or transferee of any ABL Priority Collateral in writing that the
sale (whether public, private, by foreclosure, or otherwise) or other transfer is subject to the Liens of any Additional ABL Agent
and any Additional ABL Secured Parties. In addition, any Additional Cash Flow Agent agrees, on behalf of itself and any Additional
Cash Flow Secured Parties represented thereby, that, until the Discharge of Additional ABL Obligations, any notice of any proposed
foreclosure or sale of any ABL Priority Collateral and any other notice in connection with the Exercise of Secured Creditor Remedies
with respect thereto shall state prominently and clearly that the sale is subject to any Additional ABL Agent’s and any Additional
ABL Secured Parties’ prior Liens and that such Liens shall continue as against the ABL Priority Collateral to be sold.


 


(e)          No
Other Restrictions.


 


(i)           Except
as otherwise set forth in this Agreement, each of the Cash Flow Agent, the Cash Flow Secured Parties, the ABL Agent, the ABL Secured
Parties, any Additional Agent and any Additional Secured Parties shall have any and all rights and remedies it may have as a creditor
under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed
in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby),
provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject
to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1. The ABL Agent (including
in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Cash Flow
Agent (including in its capacity as Cash Flow Collateral Representative, if applicable) may enforce the provisions of the Cash
Flow Documents, any Additional Cash Flow Agent (including in its capacity as Cash Flow Collateral Representative, if applicable)
may enforce the provisions of the Additional Cash Flow Documents, any Additional ABL Agent (including in its capacity as ABL Collateral
Representative, if applicable) may enforce the provisions of the Additional ABL Documents, and each may Exercise Any Secured Creditor
Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the
terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by
and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby); provided,
however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), the Cash
Flow Agent (including in its capacity as Cash Flow Collateral Representative, if applicable), any Additional Cash Flow Agent (including
in its capacity as Cash Flow Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity
as ABL Collateral Representative, if applicable) agrees to provide to each other such Party copies of any notices that it is required
under applicable law to deliver to any Credit Party; provided, further, however, that the ABL Agent’s
failure to provide any such copies to any other such Party shall not impair any of the ABL Agent’s rights hereunder or under
any of the ABL Documents, the Cash Flow Agent’s failure to provide any such copies to any other such Party shall not impair
any of the Cash Flow Agent’s rights hereunder or under any of the Cash Flow Documents, any failure by any Additional Cash
Flow Agent to provide any such copies to any other such Party shall not impair any of such Additional Cash Flow Agent’s rights
hereunder or under any of the Additional Cash Flow Documents and any failure by any Additional ABL Agent to provide any such copies
to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional
ABL Documents.


 




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(ii)          Each
of the Cash Flow Agent (including in its capacity as Cash Flow Collateral Representative, if applicable) and the Cash Flow Secured
Parties agrees that it will not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit,
Insolvency Proceeding or other proceeding any claim against the ABL Agent or any other ABL Secured Party seeking damages from or
other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to be taken
by such Person with respect to the Collateral that is consistent with the terms of this Agreement, and none of such Persons shall
be liable for any such action taken or omitted to be taken. Each of the Cash Flow Agent (including in its capacity as Cash Flow
Collateral Representative, if applicable) and the Cash Flow Secured Parties agrees that it will not institute or join in any suit,
Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against any
Additional Agent or any other Additional Secured Party seeking damages from or other relief by way of specific performance, instructions
or otherwise, with respect to, any action taken or omitted to be taken by such Person with respect to the Collateral that is consistent
with the terms of this Agreement, and none of such Persons shall be liable for any such action taken or omitted to be taken (except
as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Secured
Parties represented thereby, and the Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties).


 


(iii)         Each
of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) and the ABL Secured Parties agrees
that it will not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding
or other proceeding any claim against the Cash Flow Agent or any other Cash Flow Secured Party seeking damages from or other relief
by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to be taken by such Person
with respect to the Collateral that is consistent with the terms of this Agreement, and none of such Persons shall be liable for
any such action taken or omitted to be taken. Each of the ABL Agent (including in its capacity as ABL Collateral Representative,
if applicable) and the ABL Secured Parties agrees that it will not institute or join in any suit, Insolvency Proceeding or other
proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against any Additional Agent or any other
Additional Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect
to, any action taken or omitted to be taken by such Person with respect to the Collateral that is consistent with the terms of
this Agreement, and none of such Persons shall be liable for any such action taken or omitted to be taken (except as may be separately
otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Secured Parties represented
thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties).


 




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(iv)         Each
of any Additional Agent (including in its capacity as Cash Flow Collateral Representative or ABL Collateral Representative, if
and as applicable) and the Additional Secured Parties agrees that it will not institute or join in any suit, Insolvency Proceeding
or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against the ABL Agent or any other
ABL Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect
to, any action taken or omitted to be taken by such Person with respect to the Collateral that is consistent with the terms of
this Agreement, and none of such Persons shall be liable for any such action taken or omitted to be taken (except as may be separately
otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Secured Parties represented
thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties). Each of any Additional Agent (including in its capacity
as Cash Flow Collateral Representative or ABL Collateral Representative, if and as applicable) and the Additional Secured Parties
agrees that it will not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency
Proceeding or other proceeding any claim against the Cash Flow Agent or any other Cash Flow Secured Party seeking damages from
or other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to be taken
by such Person with respect to the Collateral that is consistent with the terms of this Agreement, and none of such Persons shall
be liable for any such action taken or omitted to be taken (except as may be separately otherwise agreed in writing by and between
such Additional Agent, on behalf of itself and the Additional Secured Parties represented thereby, and the Cash Flow Agent, on
behalf of itself and the Cash Flow Secured Parties). Each of any Additional Agent (including in its capacity as Cash Flow Collateral
Representative or ABL Collateral Representative, if and as applicable) and the Additional Secured Parties represented thereby agrees
that it will not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding
or other proceeding any claim against any other Additional Agent or any Additional Secured Party represented by such other Additional
Agent, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any action
taken or omitted to be taken by such Person with respect to the Collateral that is consistent with the terms of this Agreement,
and none of such Persons shall be liable for any such action taken or omitted to be taken (except as may be separately otherwise
agreed in writing by and between such Additional Agents, in each case on behalf of itself and the Additional Secured Parties represented
thereby).


 


(f)           Release
of Liens.


 




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(i)           In
the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with
any Exercise of Secured Creditor Remedies by or with the consent of the ABL Collateral Representative, (B) any sale,
transfer or other disposition of all or any portion of the ABL Priority Collateral, so long as such sale, transfer or other disposition
is then permitted by the ABL Priority Collateral Documents, (C) the release of the ABL Collateral Secured Parties’
Lien on all or any portion of the ABL Priority Collateral, which release under clause (C) shall have been approved by the Requisite
ABL Holders, in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of ABL Collateral Obligations
and not in connection with a Discharge of ABL Obligations (and irrespective of whether an Event of Default has occurred), or (D) the
termination and discharge of a subsidiary guaranty in accordance with the terms thereof, (x) the Cash Flow Agent agrees,
on behalf of itself and the Cash Flow Secured Parties, that (so long as, if applicable, the net cash proceeds of any such sale,
if any, described in clause (A) above are applied as provided in Section 4.1 and there is a corresponding release of the
Liens on such ABL Priority Collateral securing the ABL Obligations) such sale or release will be free and clear of the Liens on
such ABL Priority Collateral securing the Cash Flow Obligations, and the Cash Flow Agent’s and the Cash Flow Secured Parties’
Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically
released without further action and (y) any Additional Cash Flow Agent agrees, on behalf of itself and any Additional
Cash Flow Secured Parties represented thereby, that (so long as, if applicable, the net cash proceeds of any such sale, if any,
described in clause (A) above are applied as provided in Section 4.1 and there is a corresponding release of the Liens on
such ABL Priority Collateral securing the ABL Obligations) such sale or release will be free and clear of the Liens on such ABL
Priority Collateral securing the Additional Cash Flow Obligations, and such Additional Cash Flow Agent’s and the applicable
Additional Cash Flow Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or
released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing,
each of the Cash Flow Agent and any Additional Cash Flow Agent agrees that it will execute any and all Lien releases or other documents
reasonably requested by the ABL Collateral Representative in connection therewith. Each of the Cash Flow Agent and any Additional
Cash Flow Agent hereby appoints the ABL Collateral Representative and any officer or duly authorized person of the ABL Collateral
Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney
in the place and stead of such Party and in the name of such Party or in the ABL Collateral Representative’s own name, from
time to time, in the ABL Collateral Representative’s sole discretion, for the purposes of carrying out the terms of this
paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary
or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases
or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). In the event
of any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor
Remedies by or with the consent of the ABL Collateral Representative, each Additional ABL Agent agrees, on behalf of the Additional
ABL Secured Parties, that (so long as, if applicable, the net cash proceeds of any such sale, if any, are applied as provided in
Section 4.1 and there is a corresponding release of the Liens on the ABL Priority Collateral securing the ABL Obligations),
such sale or release will be free and clear of its Liens on such ABL Priority Collateral securing the Additional ABL Obligations,
and the Additional ABL Agent’s and the Additional ABL Secured Parties’ Liens with respect to the ABL Priority Collateral
so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance
of, and subject to, the foregoing, each Additional ABL Agent agrees that it will execute any and all Lien releases or other documents
reasonably requested by the ABL Collateral Representative in connection therewith. Each Additional ABL Agent hereby appoints the
ABL Collateral Representative and any officer or duly authorized person of the ABL Collateral Representative, with full power of
substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Party
and in the name of such Party or in the ABL Collateral Representative’s own name, from time to time, in the ABL Collateral
Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate
action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes
of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of
transfer (which appointment, being coupled with an interest, is irrevocable).


 




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(ii)          In
the event of (A) any private or public sale of all or any portion of the Cash Flow Priority Collateral in connection
with any Exercise of Secured Creditor Remedies by or with the consent of the Cash Flow Collateral Representative, (B) any
sale, transfer or other disposition of all or any portion of the Cash Flow Priority Collateral, so long as such sale, transfer
or other disposition is then permitted by the Cash Flow Priority Collateral Documents, (C) the release of the Cash
Flow Collateral Secured Parties’ Liens on all or any portion of the Cash Flow Priority Collateral, which release under this
clause (C) shall have been approved by the Requisite Cash Flow Holders, in the case of clauses (B) and (C) only to the extent occurring
prior to the Discharge of Cash Flow Collateral Obligations and not in connection with a Discharge of Cash Flow Collateral Obligations
(and irrespective of whether an Event of Default has occurred), or (D) the termination and discharge of a subsidiary
guaranty in accordance with the terms thereof, (x) the ABL Agent agrees, on behalf of itself and the ABL Secured Parties,
that (so long as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided
in Section 4.1 and there is a corresponding release of the Liens on such Cash Flow Priority Collateral securing the Cash
Flow Collateral Obligations) such sale or release will be free and clear of the Liens on such Cash Flow Priority Collateral securing
the ABL Obligations and the ABL Agent’s and the ABL Secured Parties’ Liens with respect to the Cash Flow Priority Collateral
so sold, transferred, disposed or released shall terminate and be automatically released without further action and (y) any
Additional ABL Agent agrees, on behalf of itself and any Additional ABL Secured Parties represented thereby, that (so long as,
if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section
4.1 and there is a corresponding release of the Liens on such Cash Flow Priority Collateral securing the Cash Flow Collateral
Obligations) such sale or release will be free and clear of the Liens on such Cash Flow Priority Collateral securing the Additional
ABL Obligations, and such Additional ABL Agent’s and the applicable Additional ABL Secured Parties’ Liens with respect
to the Cash Flow Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without
further action. In furtherance of, and subject to, the foregoing, each of the ABL Agent and each Additional ABL Agent agrees that
it will execute any and all Lien releases or other documents reasonably requested by the Cash Flow Collateral Representative in
connection therewith. Each of the ABL Agent and each Additional ABL Agent hereby appoints the Cash Flow Collateral Representative
and any officer or duly authorized person of the Cash Flow Collateral Representative, with full power of substitution, as its true
and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Party and in the name of such
Party or in the Cash Flow Collateral Representative’s own name, from time to time, in the Cash Flow Collateral Representative’s
sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute
and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph,
including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment,
being coupled with an interest, is irrevocable). In the event of any private or public sale of all or any portion of the Cash Flow
Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Cash Flow Collateral
Representative, each Additional Cash Flow Agent agrees, on behalf of the Additional Cash Flow Secured Parties, that (so long as,
if applicable, the net cash proceeds of any such sale, if any, are applied as provided in Section 4.1 and there is a corresponding
release of the Liens on such Cash Flow Priority Collateral securing the Cash Flow Collateral Obligations), such sale or release
will be free and clear of its Liens on such Cash Flow Priority Collateral securing the Additional Cash Flow Obligations, and the
Additional Cash Flow Agent’s and the Additional Cash Flow Secured Parties’ Liens with respect to the Cash Flow Priority
Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In
furtherance of, and subject to, the foregoing, each Additional Cash Flow Agent agrees that it will execute any and all Lien releases
or other documents reasonably requested by the Cash Flow Collateral Representative in connection therewith. Each Additional Cash
Flow Agent hereby appoints the Cash Flow Collateral Representative and any officer or duly authorized person of the Cash Flow Collateral
Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney
in the place and stead of such Party and in the name of such Party or in the Cash Flow Collateral Representative’s own name,
from time to time, in the Cash Flow Collateral Representative’s sole discretion, for the purposes of carrying out the terms
of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may
be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments,
releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable).


 


Section 2.5 No New Liens.
(a) Until the Discharge of ABL Obligations, the parties hereto agree that (except as may be separately otherwise agreed in writing
by and between the relevant Agents, each on behalf of itself and the Secured Parties represented thereby):


 




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(i)           No
Cash Flow Secured Party shall knowingly acquire or hold any Lien on any assets of any Credit Party securing any Cash Flow Obligation
which assets are not also subject to the Lien of the ABL Agent under the ABL Documents, subject to the Lien Priority set forth
herein. If any Cash Flow Secured Party shall nonetheless acquire or hold any Lien on any assets of any Credit Party securing any
Cash Flow Obligation which assets are not also subject to the Lien of the ABL Agent under the ABL Documents, subject to the Lien
Priority set forth herein, then the Cash Flow Agent (or the relevant Cash Flow Secured Party) shall, without the need for any further
consent of any other Cash Flow Secured Party and notwithstanding anything to the contrary in any other Cash Flow Document, be deemed
to also hold and have held such Lien for the benefit of the ABL Agent as security for the ABL Obligations (subject to the Lien
Priority and other terms hereof) and shall promptly notify the ABL Agent in writing of the existence of such Lien. For the avoidance
of doubt, this paragraph (i) shall not apply to any Lien on any property of any Credit Party securing any Purchase Money Indebtedness
or Capitalized Lease Obligation owing to any Cash Flow Secured Party, or any Lien on any property that has been sold or otherwise
transferred in connection with a sale and leaseback transaction entered into with any Cash Flow Secured Party, or that consists
of property subject to any such sale and leaseback transaction or general intangibles related thereto (in each case, to the extent
such property constitutes Excluded Assets (as defined in the ABL Documents)).


 


(ii)          No
Additional Cash Flow Secured Party shall knowingly acquire or hold any Lien on any assets of any Credit Party securing any Additional
Cash Flow Obligation which assets are not also subject to the Lien of the ABL Agent under the ABL Documents, subject to the Lien
Priority set forth herein. If any Additional Cash Flow Secured Party shall nonetheless acquire or hold any Lien on any assets of
any Credit Party securing any Additional Cash Flow Obligation which assets are not also subject to the Lien of the ABL Agent under
the ABL Documents, subject to the Lien Priority set forth herein, then the relevant Additional Cash Flow Agent (or the relevant
Additional Cash Flow Secured Party) shall, without the need for any further consent of any other Additional Cash Flow Secured Party
and notwithstanding anything to the contrary in any other Additional Cash Flow Document, be deemed to also hold and have held such
Lien for the benefit of the ABL Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof)
and shall promptly notify the ABL Agent in writing of the existence of such Lien. For the avoidance of doubt, this paragraph (ii)
shall not apply to any Lien on any property of any Credit Party securing any Purchase Money Indebtedness or Capitalized Lease Obligation
owing to any Additional Cash Flow Secured Party, or any Lien on any property that has been sold or otherwise transferred in connection
with a sale and leaseback transaction entered into with any Additional Cash Flow Secured Party, or that consists of property subject
to any such sale and leaseback transaction or general intangibles related thereto (in each case, to the extent such property constitutes
Excluded Assets (as defined in the ABL Documents)).


 


(iii)         No
Additional ABL Secured Party shall knowingly acquire or hold any Lien on any assets of any Credit Party securing any Additional
ABL Obligation which assets are not also subject to the Lien of the ABL Agent under the ABL Documents, subject to the Lien Priority
set forth herein. If any Additional ABL Secured Party shall nonetheless acquire or hold any Lien on any assets of any Credit Party
securing any Additional ABL Obligation which assets are not also subject to the Lien of the ABL Agent under the ABL Documents,
subject to the Lien Priority set forth herein, then the relevant Additional ABL Agent (or the relevant Additional ABL Secured Party)
shall, without the need for any further consent of any other Additional ABL Secured Party and notwithstanding anything to the contrary
in any other Additional ABL Document, be deemed to also hold and have held such Lien for the benefit of the ABL Agent as security
for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Agent in writing
of the existence of such Lien. For the avoidance of doubt, this paragraph (iii) shall not apply to any Lien on any property of
any Credit Party securing any Purchase Money Indebtedness or Capitalized Lease Obligation owing to any Additional ABL Secured Party,
or any Lien on any property that has been sold or otherwise transferred in connection with a sale and leaseback transaction entered
into with any Additional ABL Secured Party, or that consists of property subject to any such sale and leaseback transaction or
general intangibles related thereto (in each case, to the extent such property constitutes Excluded Assets (as defined in the ABL
Documents)).


 




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(b)          Until
the Discharge of Cash Flow Obligations, the parties hereto agree that (except as may be separately otherwise agreed in writing
by and between the relevant Agents, each on behalf of itself and the Secured Parties represented thereby):


 


(i)           No
ABL Secured Party shall knowingly acquire or hold any Lien on any assets of any Credit Party securing any ABL Obligation which
assets are not also subject to the Lien of the Cash Flow Agent under the Cash Flow Documents, subject to the Lien Priority set
forth herein. If any ABL Secured Party shall nonetheless acquire or hold any Lien on any assets of any Credit Party securing any
ABL Obligation which assets are not also subject to the Lien of the Cash Flow Agent under the Cash Flow Documents, subject to the
Lien Priority set forth herein, then the ABL Agent (or the relevant ABL Secured Party) shall, without the need for any further
consent of any other ABL Secured Party and notwithstanding anything to the contrary in any other ABL Document be deemed to also
hold and have held such Lien for the benefit of the Cash Flow Agent as security for the Cash Flow Obligations (subject to the Lien
Priority and other terms hereof) and shall promptly notify the Cash Flow Agent in writing of the existence of such Lien. For the
avoidance of doubt, this paragraph (i) shall not apply to any Lien on any property of any Credit Party securing any Purchase Money
Indebtedness or Capitalized Lease Obligation owing to any ABL Secured Party, or any Lien on any property that has been sold or
otherwise transferred in connection with a sale and leaseback transaction entered into with any ABL Secured Party, or that consists
of property subject to any such sale and leaseback transaction or general intangibles related thereto (in each case, to the extent
such property constitutes Excluded Assets (as defined in the Cash Flow Documents)).


 


(ii)          No
Additional Cash Flow Secured Party shall knowingly acquire or hold any Lien on any assets of any Credit Party securing any Additional
Cash Flow Obligation which assets are not also subject to the Lien of the Cash Flow Agent under the Cash Flow Documents, subject
to the Lien Priority set forth herein. If any Additional Cash Flow Secured Party shall nonetheless acquire or hold any Lien on
any assets of any Credit Party securing any Additional Cash Flow Obligation which assets are not also subject to the Lien of the
Cash Flow Agent under the Cash Flow Documents, subject to the Lien Priority set forth herein, then the relevant Additional Cash
Flow Agent (or the relevant Additional Cash Flow Secured Party) shall, without the need for any further consent of any other Additional
Cash Flow Secured Party and notwithstanding anything to the contrary in any other Additional Cash Flow Document, be deemed to also
hold and have held such Lien for the benefit of the Cash Flow Agent as security for the Cash Flow Obligations (subject to the Lien
Priority and other terms hereof) and shall promptly notify the Cash Flow Agent in writing of the existence of such Lien. For the
avoidance of doubt, this paragraph (ii) shall not apply to any Lien on any property of any Credit Party securing any Purchase Money
Indebtedness or Capitalized Lease Obligation owing to any Additional Cash Flow Secured Party, or any Lien on any property that
has been sold or otherwise transferred in connection with a sale and leaseback transaction entered into with any Additional Cash
Flow Secured Party, or that consists of property subject to any such sale and leaseback transaction or general intangibles related
thereto (in each case, to the extent such property constitutes Excluded Assets (as defined in the applicable Cash Flow Documents)).


 




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(iii)         No
Additional ABL Secured Party shall knowingly acquire or hold any Lien on any assets of any Credit Party securing any Additional
ABL Obligation which assets are not also subject to the Lien of the Cash Flow Agent under the Cash Flow Documents, subject to the
Lien Priority set forth herein. If any Additional ABL Secured Party shall nonetheless acquire or hold any Lien on any assets of
any Credit Party securing any Additional ABL Obligation which assets are not also subject to the Lien of the Cash Flow Agent under
the Cash Flow Documents, subject to the Lien Priority set forth herein, then the relevant Additional ABL Agent (or the relevant
Additional ABL Secured Party) shall, without the need for any further consent of any other Additional ABL Secured Party and notwithstanding
anything to the contrary in any other Additional ABL Document, be deemed to also hold and have held such Lien for the benefit of
the Cash Flow Agent as security for the Cash Flow Obligations (subject to the Lien Priority and other terms hereof) and shall promptly
notify the Cash Flow Agent in writing of the existence of such Lien. For the avoidance of doubt, this paragraph (iii) shall not
apply to any Lien on any property of any Credit Party securing any Purchase Money Indebtedness or Capitalized Lease Obligation
owing to any Additional ABL Secured Party, or any Lien on any property that has been sold or otherwise transferred in connection
with a sale and leaseback transaction entered into with any Additional ABL Secured Party, or that consists of property subject
to any such sale and leaseback transaction or general intangibles related thereto (in each case, to the extent such property constitutes
Excluded Assets (as defined in the Cash Flow Documents)).


 


(c)          Until
the Discharge of Additional Cash Flow Obligations, the parties hereto agree that (except as may be separately otherwise agreed
in writing by and between the relevant Agents, each on behalf of itself and the Secured Parties represented thereby):


 




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(i)           No
ABL Secured Party shall knowingly acquire or hold any Lien on any assets of any Credit Party securing any ABL Obligation which
assets are not also subject to the Lien of each Additional Cash Flow Agent under the Additional Cash Flow Documents, subject to
the Lien Priority set forth herein. If any ABL Secured Party shall nonetheless acquire or hold any Lien on any assets of any Credit
Party securing any ABL Obligation which assets are not also subject to the Lien of each Additional Cash Flow Agent under the Additional
Cash Flow Documents, subject to the Lien Priority set forth herein, then the ABL Agent (or the relevant ABL Secured Party) shall,
without the need for any further consent of any other ABL Secured Party and notwithstanding anything to the contrary in any other
ABL Document be deemed to also hold and have held such Lien for the benefit of each Additional Cash Flow Agent as security for
the Additional Cash Flow Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Additional
Cash Flow Agent in writing of the existence of such Lien. For the avoidance of doubt, this paragraph (i) shall not apply to any
Lien on any property of any Credit Party securing any Purchase Money Indebtedness or Capitalized Lease Obligation owing to any
ABL Secured Party, or any Lien on any property that has been sold or otherwise transferred in connection with a sale and leaseback
transaction entered into with any ABL Secured Party, or that consists of property subject to any such sale and leaseback transaction
or general intangibles related thereto (in each case, to the extent such property constitutes Excluded Assets (as defined in the
applicable Additional Cash Flow Documents)).


 


(ii)          No
Cash Flow Secured Party shall knowingly acquire or hold any Lien on any assets of any Credit Party securing any Cash Flow Obligation
which assets are not also subject to the Lien of each Additional Cash Flow Agent under the Additional Cash Flow Documents, subject
to the Lien Priority set forth herein and except as may be separately otherwise agreed in writing by and between any Additional
Cash Flow Agent, on behalf of itself and the Additional Cash Flow Secured Parties represented thereby, and the Cash Flow Agent,
on behalf of itself and the Cash Flow Secured Parties. If any Cash Flow Secured Party shall nonetheless acquire or hold any Lien
on any assets of any Credit Party securing any Cash Flow Obligation which assets are not also subject to the Lien of each Additional
Cash Flow Agent under the Additional Cash Flow Documents, subject to the Lien Priority set forth herein, then the Cash Flow Agent
(or the relevant Cash Flow Secured Party) shall, without the need for any further consent of any other Cash Flow Secured Party
and notwithstanding anything to the contrary in any other Cash Flow Document be deemed to also hold and have held such Lien for
the benefit of each Additional Cash Flow Agent as security for the Additional Cash Flow Obligations (subject to the Lien Priority
and other terms hereof) and shall promptly notify each Additional Cash Flow Agent in writing of the existence of such Lien. For
the avoidance of doubt, this paragraph (ii) shall not apply to any Lien on any property of any Credit Party securing any Purchase
Money Indebtedness or Capitalized Lease Obligation owing to any Cash Flow Secured Party, or any Lien on any property that has been
sold or otherwise transferred in connection with a sale and leaseback transaction entered into with any Cash Flow Secured Party,
or that consists of property subject to any such sale and leaseback transaction or general intangibles related thereto (in each
case, to the extent such property constitutes Excluded Assets (as defined in the applicable Additional Cash Flow Documents)).


 




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(iii)         No
Additional ABL Secured Party shall knowingly acquire or hold any Lien on any assets of any Credit Party securing any Additional
ABL Obligation which assets are not also subject to the Lien of any Additional Cash Flow Agent under the Additional Cash Flow Documents,
subject to the Lien Priority set forth herein. If any Additional ABL Secured Party shall nonetheless acquire or hold any Lien on
any assets of any Credit Party securing any Additional ABL Obligation which assets are not also subject to the Lien of any Additional
Cash Flow Agent under the Additional Cash Flow Documents, subject to the Lien Priority set forth herein, then the relevant Additional
ABL Agent (or the relevant Additional ABL Secured Party) shall, without the need for any further consent of any other Additional
ABL Secured Party and notwithstanding anything to the contrary in any other Additional ABL Document, be deemed to also hold and
have held such Lien for the benefit of each Additional Cash Flow Agent as security for the Additional Cash Flow Obligations (subject
to the Lien Priority and other terms hereof) and shall promptly notify each Additional Cash Flow Agent in writing of the existence
of such Lien. For the avoidance of doubt, this paragraph (iii) shall not apply to any Lien on any property of any Credit Party
securing any Purchase Money Indebtedness or Capitalized Lease Obligation owing to any Additional ABL Secured Party, or any Lien
on any property that has been sold or otherwise transferred in connection with a sale and leaseback transaction entered into with
any Additional ABL Secured Party, or that consists of property subject to any such sale and leaseback transaction or general intangibles
related thereto (in each case, to the extent such property constitutes Excluded Assets (as defined in the applicable Additional
Cash Flow Documents)).


 


(d)          Until
the Discharge of Additional ABL Obligations, the parties hereto agree that (except as may be separately otherwise agreed in writing
by and between the relevant Agents, each on behalf of itself and the Secured Parties represented thereby):


 


(i)           No
ABL Secured Party shall knowingly acquire or hold any Lien on any assets of any Credit Party securing any ABL Obligation which
assets are not also subject to the Lien of each Additional ABL Agent under the Additional ABL Documents, subject to the Lien Priority
set forth herein and except as may be separately otherwise agreed in writing by and between any Additional ABL Agent, on behalf
of itself and the Additional ABL Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured
Parties). If any ABL Secured Party shall nonetheless acquire or hold any Lien on any assets of any Credit Party securing any ABL
Obligation which assets are not also subject to the Lien of each Additional ABL Agent under the Additional ABL Documents, subject
to the Lien Priority set forth herein, then the ABL Agent (or the relevant ABL Secured Party) shall, without the need for any further
consent of any other ABL Secured Party and notwithstanding anything to the contrary in any other ABL Document be deemed to also
hold and have held such Lien for the benefit of each Additional ABL Agent as security for the Additional ABL Obligations (subject
to the Lien Priority and other terms hereof) and shall promptly notify each Additional ABL Agent in writing of the existence of
such Lien. For the avoidance of doubt, this paragraph (i) shall not apply to any Lien on any property of any Credit Party securing
any Purchase Money Indebtedness or Capitalized Lease Obligation owing to any ABL Secured Party, or any Lien on any property that
has been sold or otherwise transferred in connection with a sale and leaseback transaction entered into with any ABL Secured Party,
or that consists of property subject to any such sale and leaseback transaction or general intangibles related thereto (in each
case, to the extent such property constitutes Excluded Assets (as defined in the applicable Additional ABL Documents)).


 




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(ii)          No
Cash Flow Secured Party shall knowingly acquire or hold any Lien on any assets of any Credit Party securing any Cash Flow Obligation
which assets are not also subject to the Lien of each Additional ABL Agent under the Additional ABL Documents, subject to the Lien
Priority set forth herein. If any Cash Flow Secured Party shall nonetheless acquire or hold any Lien on any assets of any Credit
Party securing any Cash Flow Obligation which assets are not also subject to the Lien of each Additional ABL Agent under the Additional
ABL Documents, subject to the Lien Priority set forth herein, then the Cash Flow Agent (or the relevant Cash Flow Secured Party)
shall, without the need for any further consent of any other Cash Flow Secured Party and notwithstanding anything to the contrary
in any other Cash Flow Document be deemed to also hold and have held such Lien for the benefit of each Additional ABL Agent as
security for the Additional ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each
Additional ABL Agent in writing of the existence of such Lien. For the avoidance of doubt, this paragraph (ii) shall not apply
to any Lien on any property of any Credit Party securing any Purchase Money Indebtedness or Capitalized Lease Obligation owing
to any Cash Flow Secured Party, or any Lien on any property that has been sold or otherwise transferred in connection with a sale
and leaseback transaction entered into with any Cash Flow Secured Party, or that consists of property subject to any such sale
and leaseback transaction or general intangibles related thereto (in each case, to the extent such property constitutes Excluded
Assets (as defined in the applicable Additional ABL Documents)).


 


(iii)         No
Additional Cash Flow Secured Party shall knowingly acquire or hold any Lien on any assets of any Credit Party securing any Additional
Cash Flow Obligation which assets are not also subject to the Lien of any Additional ABL Agent under the Additional ABL Documents,
subject to the Lien Priority set forth herein. If any Additional Cash Flow Secured Party shall nonetheless acquire or hold any
Lien on any assets of any Credit Party securing any Additional Cash Flow Obligation which assets are not also subject to the Lien
of any Additional ABL Agent under the Additional ABL Documents, subject to the Lien Priority set forth herein, then the relevant
Additional Cash Flow Agent (or the relevant Additional Cash Flow Secured Party) shall, without the need for any further consent
of any other Additional Cash Flow Secured Party and notwithstanding anything to the contrary in any other Additional Cash Flow
Document, be deemed to also hold and have held such Lien for the benefit of each Additional ABL Agent as security for the Additional
ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Additional ABL Agent in writing
of the existence of such Lien. For the avoidance of doubt, this paragraph (iii) shall not apply to any Lien on any property of
any Credit Party securing any Purchase Money Indebtedness or Capitalized Lease Obligation owing to any Additional Cash Flow Secured
Party, or any Lien on any property that has been sold or otherwise transferred in connection with a sale and leaseback transaction
entered into with any Additional Cash Flow Secured Party, or that consists of property subject to any such sale and leaseback transaction
or general intangibles related thereto (in each case, to the extent such property constitutes Excluded Assets (as defined in the
applicable Additional ABL Documents)).


 


(e)          No
Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining,
in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases
thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit Party.


 


(f)           Notwithstanding
anything to the contrary herein, the provisions of this Section 2.5 shall not apply to any ABL Canadian Collateral.


 




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Section 2.6 Waiver of
Marshalling. Until the Discharge of ABL Obligations, the Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties,
and any Additional Cash Flow Agent, on behalf of itself and any Additional Cash Flow Secured Parties represented thereby, agrees
(including in its capacity as Cash Flow Collateral Representative, if applicable) not to assert, and hereby waives, to the fullest
extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling
or other similar right that may otherwise be available under applicable law with respect to the ABL Priority Collateral or any
other similar rights a junior secured creditor may have under applicable law.


 


Until the Discharge of Cash
Flow Obligations, the ABL Agent, on behalf of itself and the ABL Secured Parties, and any Additional ABL Agent, on behalf of itself
and any Additional ABL Secured Parties represented thereby, agrees (including in its capacity as ABL Collateral Representative,
if applicable) not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or
otherwise assert or otherwise claim the benefit of, any marshalling or other similar right that may otherwise be available under
applicable law with respect to the Cash Flow Priority Collateral or any other similar rights a junior secured creditor may have
under applicable law.


 


Until the Discharge of Additional
Cash Flow Obligations, the ABL Agent, on behalf of itself and the ABL Secured Parties, and any Additional ABL Agent, on behalf
of itself and any Additional ABL Secured Parties represented thereby, agrees (including in its capacity as ABL Collateral Representative,
if applicable) not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or
otherwise assert or otherwise claim the benefit of, any marshalling or other similar right that may otherwise be available under
applicable law with respect to the Cash Flow Priority Collateral or any other similar rights a junior secured creditor may have
under applicable law (except as may be separately otherwise agreed in writing by and between the applicable Additional Cash Flow
Agent, on behalf of itself and the Additional Cash Flow Secured Parties represented thereby, and (x) the ABL Agent,
on behalf of itself and the ABL Secured Parties, or (y) the applicable Additional ABL Agent, on behalf of itself and
the Additional ABL Secured Parties represented thereby, as applicable).


 


Until the Discharge of Additional
ABL Obligations, the Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties, and any Additional Cash Flow Agent,
on behalf of itself and any Additional Cash Flow Secured Parties represented thereby, agrees (including in its capacity as Cash
Flow Collateral Representative, if applicable) not to assert and hereby waives, to the fullest extent permitted by law, any right
to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling or other similar right that may
otherwise be available under applicable law with respect to the ABL Priority Collateral or any other similar rights a junior secured
creditor may have under applicable law.


 


ARTICLE 3


 


Actions of the Parties


 


Section 3.1 Certain Actions
Permitted. The Cash Flow Agent, the ABL Agent and any Additional Agent may make such demands or file such claims in respect
of the Cash Flow Obligations, the ABL Obligations or the Additional Obligations, as applicable, as are necessary to prevent the
waiver or bar of such claims under applicable statutes of limitations or other statutes, court orders, or rules of procedure at
any time.


 




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Section 3.2 Agent for
Perfection. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), for the benefit of and
on behalf of itself and each ABL Secured Party, the Cash Flow Agent (including in its capacity as Cash Flow Collateral Representative,
if applicable), for the benefit of and on behalf of itself and each Cash Flow Secured Party, and any Additional Agent (including
in its capacity as Cash Flow Collateral Representative or ABL Collateral Representative, if and as applicable), for the benefit
of and on behalf of itself and each Additional Secured Party represented thereby, as applicable, each agree to hold all Control
Collateral and Cash Collateral that is part of the Collateral in their respective possession, custody, or control (or in the possession,
custody, or control of agents or bailees for any of them) as agent for each other solely for the purpose of perfecting the security
interest granted to each in such Control Collateral or Cash Collateral, subject to the terms and conditions of this Section
3.2. None of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), the ABL Secured Parties,
the Cash Flow Agent (including in its capacity as Cash Flow Collateral Representative, if applicable), the Cash Flow Secured Parties,
any Additional Agent (including in its capacity as Cash Flow Collateral Representative or ABL Collateral Representative, if and
as applicable), or any Additional Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure
that the Control Collateral or the Cash Collateral is genuine or owned by any Borrower, any Guarantor, or any other Person or to
preserve rights or benefits of any Person. The duties or responsibilities of the ABL Agent, the Cash Flow Agent and any Additional
Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral
and the Cash Collateral as agent for the other Parties for purposes of perfecting the Lien held by the Cash Flow Agent, the ABL
Agent or any Additional Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the
Cash Flow Agent, the Cash Flow Secured Parties, any Additional Agent, any Additional Secured Parties, or any other Person. The
Cash Flow Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Agent, the ABL Secured Parties, any Additional
Agent, any Additional Secured Parties, or any other Person. Any Additional Agent is not and shall not be deemed to be a fiduciary
of any kind for the ABL Agent, the ABL Secured Parties, the Cash Flow Agent, the Cash Flow Secured Parties, any other Additional
Agent or any Additional Secured Parties represented by any other Additional Agent, or any other Person. In the event that (a) the
Cash Flow Agent or any Cash Flow Secured Party receives any Collateral or Proceeds of the Collateral in violation of the terms
of this Agreement, (b) the ABL Agent or any ABL Secured Party receives any Collateral or Proceeds of the Collateral
in violation of the terms of this Agreement, or (c) any Additional Agent or any Additional Secured Party receives any
Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, then the Cash Flow Agent, such Cash Flow
Secured Party, the ABL Agent, such ABL Secured Party, such Additional Agent, or such Additional Secured Party, as applicable, shall
promptly pay over such Proceeds or Collateral to (i) in the case of ABL Priority Collateral or Proceeds thereof, the
ABL Collateral Representative, or (ii) in the case of Cash Flow Priority Collateral or Proceeds thereof, the Cash Flow
Collateral Representative, in each case, in the same form as received with any necessary endorsements, for application in accordance
with the provisions of Section 4.1. Each Credit Party shall deliver all Control Collateral and all Cash Collateral
required to be delivered pursuant to the Credit Documents (i) in the case of ABL Priority Collateral or Proceeds thereof,
to the ABL Collateral Representative, or (ii) in the case of Cash Flow Priority Collateral or Proceeds thereof, to
the Cash Flow Collateral Representative.


 




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Section 3.3 Sharing of
Information and Access. In the event that the ABL Agent or any Additional ABL Agent shall, in the exercise of its rights under
the ABL Collateral Documents, the Additional ABL Collateral Documents or otherwise, receive possession or control of any books
and records of any Cash Flow Credit Party that contain information identifying or pertaining to the Cash Flow Priority Collateral,
such Party shall, upon request of the Cash Flow Agent or any Additional Cash Flow Agent and as promptly as practicable thereafter,
either make available to such requesting Party such books and records for inspection and duplication or provide to such requesting
Party copies thereof. In the event that the Cash Flow Agent or any Additional Cash Flow Agent shall, in the exercise of its rights
under the Cash Flow Collateral Documents, the Additional Cash Flow Collateral Documents or otherwise, receive possession or control
of any books and records of any ABL Credit Party that contain information identifying or pertaining to any of the ABL Priority
Collateral, such Party shall, upon written request from the ABL Agent or any Additional ABL Agent and as promptly as practicable
thereafter, either make available to such requesting Party such books and records for inspection and duplication or provide to
such requesting Party copies thereof. Each Credit Party, the Cash Flow Agent and each Additional Cash Flow Agent hereby consent
to the non-exclusive royalty free use by the ABL Agent and any Additional ABL Agent of any Intellectual Property included in the
Collateral for the purposes of disposing of any ABL Priority Collateral and, in the event that the Cash Flow Agent or any Additional
Cash Flow Agent shall, in the exercise of its rights under the Cash Flow Collateral Documents, the Additional Cash Flow Collateral
Documents or otherwise, obtain title to any such Intellectual Property, such Party hereby irrevocably grants the ABL Agent and
any Additional ABL Agent a non-exclusive license or other right to use, without charge, such Intellectual Property as it pertains
to the ABL Priority Collateral in advertising for sale and selling any ABL Priority Collateral.


 


Section 3.4 Insurance.
Proceeds of Collateral include insurance proceeds and, therefore, the Lien Priority shall govern the ultimate disposition of casualty
insurance proceeds. The ABL Collateral Representative shall be named as additional insured or loss payee, as applicable, with respect
to all insurance policies relating to ABL Priority Collateral and the Cash Flow Collateral Representative shall be named as additional
insured or loss payee, as applicable, with respect to all insurance policies relating to Cash Flow Priority Collateral. The ABL
Collateral Representative shall have the sole and exclusive right, as against the Cash Flow Collateral Representative, the ABL
Agent (other than in its capacity as ABL Collateral Representative, if applicable) and any Additional ABL Agent (other than in
its capacity as ABL Collateral Representative, if applicable), to adjust settlement of insurance claims in the event of any covered
loss, theft or destruction of ABL Priority Collateral. The Cash Flow Collateral Representative shall have the sole and exclusive
right, as against the ABL Collateral Representative, the Cash Flow Agent (other than in its capacity as Cash Flow Collateral Representative,
if applicable) and any Additional Cash Flow Agent (other than in its capacity as Cash Flow Collateral Representative, if applicable),
to adjust settlement of insurance claims in the event of any covered loss, theft or destruction of Cash Flow Priority Collateral.
All proceeds of such insurance shall be remitted to the ABL Collateral Representative (until the Discharge of ABL Collateral Obligations
has occurred) or to the Cash Flow Collateral Representative (until the Discharge of Cash Flow Collateral Obligations has occurred),
as the case may be, and each of the Cash Flow Collateral Representative and the ABL Collateral Representative shall cooperate (if
necessary) in a reasonable manner in effecting the payment of insurance proceeds in accordance with Section 4.1. If the
ABL Collateral Representative or the Cash Flow Collateral Representative, as the case may be, shall, at any time, receive any proceeds
of any such insurance policy or any such award in contravention of this Agreement, it shall pay such proceeds over to the ABL Collateral
Representative or to the Cash Flow Collateral Representative, as the case may be, in accordance with the terms of Section 4.1.


 




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Section 3.5 No Additional
Rights For the Credit Parties Hereunder. Except as provided in Section 3.6, if any ABL Secured Party, Cash Flow Secured
Party or Additional Secured Party shall enforce its rights or remedies in violation of the terms of this Agreement, the Credit
Parties shall not be entitled to use such violation as a defense to any action by any ABL Secured Party, Cash Flow Secured Party
or Additional Secured Party, nor to assert such violation as a counterclaim or basis for set off or recoupment against any ABL
Secured Party, Cash Flow Secured Party or Additional Secured Party.


 


Section 3.6 Actions Upon
Breach. If any Cash Flow Secured Party, any ABL Secured Party or any Additional Secured Party, contrary to this Agreement,
commences or participates in any action or proceeding against the Credit Parties or the Collateral, the Credit Parties, with the
prior written consent of the ABL Collateral Representative or the Cash Flow Collateral Representative, as applicable, may interpose
as a defense or dilatory plea the making of this Agreement, and any ABL Secured Party, Cash Flow Secured Party or Additional Secured
Party, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of the Credit Parties.


 




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Section 3.7 Inspection
Rights. (a) Without limiting any rights the ABL Collateral Representative or any other ABL Collateral Secured Party may otherwise
have under applicable law or by agreement, the ABL Collateral Representative and the ABL Collateral Secured Parties may, at any
time and whether or not the Cash Flow Agent (including in its capacity as Cash Flow Collateral Representative, if applicable) or
any other Cash Flow Secured Party or any Additional Cash Flow Agent (including in its capacity as Cash Flow Collateral Representative,
if applicable) or any other Additional Cash Flow Secured Party has commenced and is continuing to Exercise Any Secured Creditor
Remedies (the “ABL Permitted Access Right”), during normal business hours on any business day, access ABL Priority
Collateral that (A) is stored or located in or on, (B) has become an accession with respect to (within
the meaning of Section 9-335 of the Uniform Commercial Code), or (C) has been commingled with (within the meaning of
Section 9-336 of the Uniform Commercial Code), Cash Flow Priority Collateral (collectively, the “ABL Commingled Collateral”),
for the limited purposes of assembling, inspecting, copying or downloading information stored on, taking actions to perfect its
Lien on, completing a production run of inventory involving, taking possession of, moving, selling, storing or otherwise dealing
with, or to Exercise Any Secured Creditor Remedies with respect to, the ABL Commingled Collateral, in each case without notice
to, the involvement of or interference by any Cash Flow Secured Party or Additional Cash Flow Secured Party or liability to any
Cash Flow Secured Party or Additional Cash Flow Secured Party, except as specifically provided below. In addition, subject to the
terms hereof, the ABL Collateral Representative may advertise and conduct public auctions or private sales of the ABL Priority
Collateral without notice to, the involvement of or interference by any Cash Flow Secured Party or Additional Cash Flow Secured
Party (including the Cash Flow Collateral Representative) or liability to any Cash Flow Secured Party or Additional Cash Flow Secured
Party (including the Cash Flow Collateral Representative). In the event that any ABL Collateral Secured Party has commenced and
is continuing to Exercise Any Secured Creditor Remedies with respect to any ABL Commingled Collateral, the Cash Flow Agent (including
in its capacity as Cash Flow Collateral Representative, if applicable) and any Additional Cash Flow Agent (including in its capacity
as Cash Flow Collateral Representative, if applicable) may not sell, assign or otherwise transfer the related Cash Flow Priority
Collateral prior to the expiration of the 180-day period commencing on the date such ABL Collateral Secured Party begins to Exercise
Any Secured Creditor Remedies, unless the purchaser, assignee or transferee thereof agrees to be bound by the provisions of this
Section 3.7. If any stay or other order that prohibits the ABL Collateral Representative and other ABL Collateral Secured
Parties from commencing and continuing to Exercise Any Secured Creditor Remedies with respect to ABL Commingled Collateral has
been entered by a court of competent jurisdiction, such 180-day period shall be tolled during the pendency of any such stay or
other order. During the period of actual occupation, use and/or control by the ABL Collateral Representative or ABL Collateral
Secured Parties (or their respective employees, agents, advisers and representatives) of any Cash Flow Priority Collateral, the
ABL Collateral Representative and the ABL Collateral Secured Parties shall be obligated to repair at their expense any physical
damage (but not any diminution in value) to such Cash Flow Priority Collateral resulting from such occupancy, use or control, and
to leave such Cash Flow Priority Collateral in substantially the same condition as it was at the commencement of such occupancy,
use or control, ordinary wear and tear excepted.  In no event shall the ABL Collateral Representative or the ABL Collateral
Secured Parties have any liability to the Cash Flow Agent and/or to the Cash Flow Secured Parties or to any Additional Cash Flow
Agent or any Additional Cash Flow Secured Parties hereunder as a result of any condition (including any environmental condition,
claim or liability) on or with respect to the Cash Flow Priority Collateral existing prior to the date of the exercise by the ABL
Collateral Representative of its rights or the exercise by the ABL Collateral Secured Parties of their rights under this Agreement.
The ABL Collateral Representative and ABL Collateral Secured Parties shall cooperate with the Cash Flow Collateral Secured Parties
and/or the Cash Flow Collateral Representative in connection with any efforts made by the Cash Flow Collateral Secured Parties
and/or the Cash Flow Collateral Representative to sell the Cash Flow Priority Collateral.


 


(b)          The
Cash Flow Agent (including in its capacity as Cash Flow Collateral Representative, if applicable) and the other Cash Flow Secured
Parties and any Additional Cash Flow Agent (including in its capacity as Cash Flow Collateral Representative, if applicable) and
any other Additional Cash Flow Secured Parties shall use commercially reasonable efforts to not hinder or obstruct the ABL Collateral
Representative and the other ABL Collateral Secured Parties from exercising the ABL Permitted Access Right.


 


(c)          Subject
to the terms hereof, the Cash Flow Collateral Representative may advertise and conduct public auctions or private sales of the
Cash Flow Priority Collateral without notice to, the involvement of or interference by any ABL Collateral Secured Party or liability
to any ABL Collateral Secured Party.


 




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ARTICLE 4


 


Application of Proceeds


 


Section 4.1 Application
of Proceeds.


 


(a)          Revolving
Nature of ABL Obligations. The Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties, and any Additional Agent,
on behalf of itself and any Additional Secured Parties represented thereby, expressly acknowledge and agree that (i) if
any ABL Credit Agreement includes a revolving commitment, in the ordinary course of business the ABL Agent and the ABL Secured
Parties will apply payments and make advances thereunder, and no application of any Payment Collateral or Cash Collateral or the
release of any Lien by the ABL Agent upon any portion of the Collateral in connection with a permitted disposition under any ABL
Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of
the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed,
the terms of the ABL Obligations may be modified, extended or amended from time to time, and the aggregate amount of the ABL Obligations
may be increased, replaced or refinanced, in each event, without notice to or consent by the Cash Flow Secured Parties (in the
case of the Cash Flow Agent) or the applicable Additional Secured Parties (in the case of such Additional Agent) and without affecting
the provisions hereof; and (iii) all Payment Collateral or Cash Collateral received by the ABL Agent may be applied,
reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however,
that from and after the date on which the ABL Agent (or any ABL Secured Party) commences the Exercise of Secured Creditor Remedies
(other than, prior to the acceleration of any of the Cash Flow Obligations or any Additional Obligations, the exercise of its rights
in accordance with Subsection 4.16 of the Original ABL Credit Agreement or any similar provision of any other ABL Credit Agreement),
all amounts received by the ABL Agent or any ABL Secured Party as a result of such Exercise of Secured Creditor Remedies shall
be applied as specified in this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment,
modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of the
ABL Obligations, the Cash Flow Obligations, or any Additional Obligations, or any portion thereof.


 


(b)          Revolving
Nature of Cash Flow Obligations. The ABL Agent, on behalf of itself and the ABL Secured Parties, and any Additional Agent,
on behalf of itself and any Additional Secured Parties represented thereby, expressly acknowledge and agree that (i) any
Cash Flow Credit Agreement may include a revolving commitment, and in the ordinary course of business the Cash Flow Agent and the
Cash Flow Secured Parties may apply payments and make advances thereunder; and (ii) the amount of Cash Flow Obligations
that may be outstanding thereunder at any time or from time to time may be increased or reduced and subsequently reborrowed, the
terms of Cash Flow Obligations thereunder may be modified, extended or amended from time to time, and the aggregate amount of Cash
Flow Obligations thereunder may be increased, replaced or refinanced, in each event, without notice to or consent by the ABL Secured
Parties (in the case of the ABL Agent) or the applicable Additional Secured Parties (in the case of any Additional Agent) and without
affecting the provisions hereof; provided, however, that from and after the date on which the Cash Flow Agent (or
any Cash Flow Secured Party) commences the Exercise of Secured Creditor Remedies, all amounts received by any the Cash Flow Agent
or any Cash Flow Secured Party as a result of such Exercise of Secured Creditor Remedies shall be applied as specified in this
Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement,
extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of the ABL Obligations, the Cash
Flow Obligations, or any Additional Obligations, or any portion thereof.


 




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(c)          Revolving
Nature of Additional Obligations. The Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties, and the ABL Agent,
on behalf of itself and the ABL Secured Parties, and any Additional Agent, for and on behalf of itself and any Additional Secured
Parties represented thereby, expressly acknowledge and agree that (i) Additional Credit Facilities may include a revolving
commitment, and in the ordinary course of business any Additional Agent and Additional Secured Parties may apply payments and make
advances thereunder; and (ii) the amount of Additional Obligations that may be outstanding thereunder at any time or
from time to time may be increased or reduced and subsequently reborrowed, the terms of Additional Obligations thereunder may be
modified, extended or amended from time to time, and the aggregate amount of Additional Obligations thereunder may be increased,
replaced or refinanced, in each event, without notice to or consent by the Cash Flow Secured Parties (in the case of the Cash Flow
Agent), the ABL Secured Parties (in the case of the ABL Agent) or any Additional Secured Parties (in the case of any other Additional
Agent) and without affecting the provisions hereof; provided, however, that from and after the date on which any
Additional Agent or Additional Secured Party commences the Exercise of Secured Creditor Remedies, all amounts received by any such
Additional Agent or Additional Secured Party as a result of such Exercise of Secured Creditor Remedies shall be applied as specified
in this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement,
extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of the ABL Obligations, the Cash
Flow Obligations, or any Additional Obligations, or any portion thereof.


 


(d)          Application
of Proceeds of ABL Priority Collateral. The ABL Agent, the Cash Flow Agent and any Additional Agent hereby agree that all ABL
Priority Collateral, and all Proceeds thereof, received by any of them in connection with any Exercise of Secured Creditor Remedies
shall be applied, subject to Sections 2.1(f) and 4.1(g),


 


first,
to the payment of costs and expenses of the ABL Agent, the Cash Flow Agent or any Additional Agent, as applicable, in connection
with such Exercise of Secured Creditor Remedies,


 


second,
to the payment of (x) the ABL Obligations in accordance with the ABL Credit Agreement until the Discharge of ABL Obligations
and (y) any Additional ABL Obligations in accordance with the applicable Additional ABL Credit Facility until the Discharge
of Additional ABL Obligations, which payment shall be made between and among the ABL Obligations and any Additional ABL Obligations
on a pro rata basis (except (i) with respect to allocation of payments between the ABL Obligations and any Additional
ABL Obligations, as may be separately otherwise agreed in writing by and between the applicable Additional ABL Agent, on behalf
of itself and the Additional ABL Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured
Parties, and (ii) with respect to allocation of payments among Additional ABL Agents, as may be separately otherwise
agreed in writing by and between or among any applicable Additional ABL Agents, in each case on behalf of itself and the Additional
ABL Secured Parties represented thereby),


 




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third,
to the payment of (x) the Cash Flow Obligations and in accordance with the Cash Flow Credit Agreement until the Discharge
of Cash Flow Obligations and (y) any Additional Cash Flow Obligations in accordance with the applicable Additional
Cash Flow Credit Facility until the Discharge of Additional Cash Flow Obligations, which payment shall be made between and among
the Cash Flow Obligations and any Additional Cash Flow Obligations on a pro rata basis (except (i) with
respect to allocation of payments between the Cash Flow Obligations and any Additional Cash Flow Obligations, as may be separately
otherwise agreed in writing by and between the applicable Additional Cash Flow Agent, on behalf of itself and the Additional Cash
Flow Secured Parties represented thereby, and the Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties, and
(ii) with respect to allocation of payments among Additional Cash Flow Agents, as may be separately otherwise agreed
in writing by and between or among any applicable Additional Cash Flow Agents, in each case on behalf of itself and the Additional
Cash Flow Secured Parties represented thereby), and


 


fourth,
the balance, if any, to the Credit Parties or to whosoever may be lawfully entitled to receive the same or as a court of competent
jurisdiction may direct.


 


Each ABL Agent,
Additional ABL Agent, Cash Flow Agent and Additional Cash Flow Agent shall provide the ABL Collateral Representative and the Cash
Flow Collateral Representative with such information about the ABL Collateral Obligations or Cash Flow Collateral Obligations represented
by it as they may reasonably request in order to carry out the purposes of this Section 4.1.


 


The ABL Canadian
Collateral shall be applied to the payment of the ABL Obligations secured thereby in accordance with the ABL Credit Agreement until
the Discharge of ABL Obligations (to the extent secured thereby) shall have occurred.


 


(e)          Application
of Proceeds of Cash Flow Priority Collateral. The ABL Agent, the Cash Flow Agent and any Additional Agent hereby agree that
all Cash Flow Priority Collateral, and all Proceeds thereof, received by any of them in connection with any Exercise of Secured
Creditor Remedies shall be applied,


 


first,
to the payment of costs and expenses of the ABL Agent, the Cash Flow Agent or any Additional Agent, as applicable, in connection
with such Exercise of Secured Creditor Remedies,


 




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second,
to the payment of (x) the Cash Flow Obligations in accordance with the Cash Flow Credit Agreement until the Discharge
of Cash Flow Obligations and (y) any Additional Cash Flow Obligations in accordance with the applicable Additional
Cash Flow Credit Facility until the Discharge of Additional Cash Flow Obligations, which payment shall be made between and among
the Cash Flow Obligations and any Additional Cash Flow Obligations on a pro rata basis (except (i) with
respect to allocation of payments between the Cash Flow Obligations and any Additional Cash Flow Obligations, as may be separately
otherwise agreed in writing by and between the applicable Additional Cash Flow Agent, on behalf of itself and the Additional Cash
Flow Secured Parties represented thereby, and the Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties, and
(ii) with respect to allocation of payments among Additional Cash Flow Agents, as may be separately otherwise agreed
in writing by and between or among any applicable Additional Cash Flow Agents, in each case on behalf of itself and the Additional
Cash Flow Secured Parties represented thereby),


 


third,
to the payment of (x) the ABL Obligations in accordance with the ABL Credit Agreement until the Discharge of ABL Obligations
and (y) any Additional ABL Obligations in accordance with the applicable Additional ABL Credit Facility until the
Discharge of Additional ABL Obligations, which payment shall be made between and among the ABL Obligations and any Additional
ABL Obligations on a pro rata basis (except (i) with respect to allocation of payments between
the ABL Obligations and any Additional ABL Obligations, as may be separately otherwise agreed in writing by and between the applicable
Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby, and the ABL Agent, on behalf
of itself and the ABL Secured Parties, and (ii) with respect to allocation of payments among Additional ABL Agents,
as may be separately otherwise agreed in writing by and between or among any applicable Additional ABL Agents, in each case on
behalf of itself and the Additional ABL Secured Parties represented thereby), and


 


fourth,
the balance, if any, to the Credit Parties or to whosoever may be lawfully entitled to receive the same or as a court of competent
jurisdiction may direct,


 


except, in the case of application
of Cash Flow Priority Collateral and Proceeds thereof (i) as between Additional Cash Flow Obligations and ABL Obligations,
as may be separately otherwise agreed in writing by and between any applicable Additional Cash Flow Agent, on behalf of itself
and the Additional Cash Flow Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties,
and (ii) as between Additional Cash Flow Obligations and Additional ABL Obligations, as may be separately otherwise
agreed in writing by and between any applicable Additional Cash Flow Agent, on behalf of itself and the Additional Cash Flow Secured
Parties represented thereby, and any applicable Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties
represented thereby, in each case with respect to the Additional Cash Flow Obligations owing to any of such Additional Cash Flow
Agent and Additional Cash Flow Secured Parties. Each ABL Agent, Additional ABL Agent, Cash Flow Agent and Additional Cash Flow
Agent shall provide the ABL Collateral Representative and the Cash Flow Collateral Representative with such information about the
ABL Collateral Obligations or Cash Flow Collateral Obligations represented by it as they may reasonably request in order to carry
out the purposes of this Section 4.1.


 




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(f)           Limited
Obligation or Liability.


 


(i)           In
exercising remedies, whether as a secured creditor or otherwise, the ABL Agent (including in its capacity as ABL Collateral Representative,
if applicable) shall have no obligation or liability to the Cash Flow Agent or any Cash Flow Secured Party regarding the adequacy
of any Proceeds or for any action or omission, save and except solely for an action or omission that breaches the express obligations
undertaken by each Party under the terms of this Agreement. In exercising remedies, whether as a secured creditor or otherwise,
the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) shall have no obligation or liability
to any Additional Agent or any Additional Secured Party, regarding the adequacy of any Proceeds or for any action or omission,
save and except solely for an action or omission that breaches the express obligations undertaken by each Party under the terms
of this Agreement (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself
and the Additional Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties).


 


(ii)          In
exercising remedies, whether as a secured creditor or otherwise, the Cash Flow Agent (including in its capacity as Cash Flow Collateral
Representative, if applicable) shall have no obligation or liability to the ABL Agent or any ABL Secured Party regarding the adequacy
of any Proceeds or for any action or omission, save and except solely for an action or omission that breaches the express obligations
undertaken by each Party under the terms of this Agreement. In exercising remedies, whether as a secured creditor or otherwise,
the Cash Flow Agent (including in its capacity as Cash Flow Collateral Representative, if applicable) shall have no obligation
or liability to any Additional Agent or any Additional Secured Party, regarding the adequacy of any Proceeds or for any action
or omission, save and except solely for an action or omission that breaches the express obligations undertaken by each Party under
the terms of this Agreement (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf
of itself and the Additional Secured Parties represented thereby, and the Cash Flow Agent, on behalf of itself and the Cash Flow
Secured Parties).


 


(iii)         In
exercising remedies, whether as a secured creditor or otherwise, any Additional Agent (including in its capacity as Cash Flow Collateral
Representative or ABL Collateral Representative, if and as applicable) shall have no obligation or liability to the ABL Agent or
any ABL Secured Party regarding the adequacy of any Proceeds or for any action or omission, save and except solely for an action
or omission that breaches the express obligations undertaken by each Party under the terms of this Agreement (except as may be
separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Secured Parties
represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties). In exercising remedies, whether as a
secured creditor or otherwise, any Additional Agent (including in its capacity as Cash Flow Collateral Representative or ABL Collateral
Representative, if and as applicable) shall have no obligation or liability to the Cash Flow Agent or any Cash Flow Secured Party
regarding the adequacy of any Proceeds or for any action or omission, save and except solely for an action or omission that breaches
the express obligations undertaken by each Party under the terms of this Agreement (except as may be separately otherwise agreed
in writing by and between such Additional Agent, on behalf of itself and the Additional Secured Parties represented thereby, and
the Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties). In exercising remedies, whether as a secured creditor
or otherwise, any Additional Agent (including in its capacity as Cash Flow Collateral Representative or ABL Collateral Representative,
if and as applicable) shall have no obligation or liability to any other Additional Agent or any Additional Secured Parties represented
by such other Additional Agent regarding the adequacy of any Proceeds or for any action or omission, save and except solely for
an action or omission that breaches the express obligations undertaken by each Party under the terms of this Agreement (except
as may be separately otherwise agreed in writing by and between such Additional Agents, in each case on behalf of itself and the
Additional Secured Parties represented thereby).


 




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(g)          Turnover
of Cash Collateral After Discharge. Upon the Discharge of ABL Collateral Obligations, the ABL Collateral Representative shall
deliver to the Cash Flow Collateral Representative or shall execute such documents as the Company Representative or the Cash Flow
Collateral Representative may reasonably request to enable the Cash Flow Collateral Representative to have control over any Control
Collateral or Cash Collateral still in the ABL Collateral Representative’s possession, custody, or control in the same form
as received with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. As between (i) the
Cash Flow Collateral Representative and (ii) the Cash Flow Agent and any Additional Cash Flow Agent (other than the
Cash Flow Collateral Representative), any such Control Collateral or Cash Collateral held by the Cash Flow Collateral Representative
shall be held by it subject to the terms and conditions of Section 3.2. Upon the Discharge of Cash Flow Collateral Obligations,
the Cash Flow Collateral Representative shall deliver to the ABL Collateral Representative or shall execute such documents as the
Company Representative or the ABL Collateral Representative may reasonably request to enable the ABL Collateral Representative
to have control over any Control Collateral or Cash Collateral still in the Cash Flow Collateral Representative’s possession,
custody or control in the same form as received with any necessary endorsements, or as a court of competent jurisdiction may otherwise
direct. As between (i) the ABL Collateral Representative and (ii) the ABL Agent and any Additional ABL
Agent (other than the ABL Collateral Representative), any such Control Collateral or Cash Collateral held by the ABL Collateral
Representative shall be held by it subject to the terms and conditions of Section 3.2.


 




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(h)          Intervening
Creditor. Notwithstanding anything in Section 4.1(c) or 4.1(d) to the contrary, (i) with respect
to any Collateral for which a third party (other than a Cash Flow Collateral Secured Party) has a Lien or security interest that
is junior in priority to the Lien or security interest of any Series of Cash Flow Collateral Obligations but senior (as determined
by appropriate legal proceedings in the case of any dispute) to the Lien or security interest of any other Series of Cash Flow
Collateral Obligations (such third party an “Intervening Cash Flow Creditor”), the value of any Collateral or
Proceeds that are allocated to such Intervening Cash Flow Creditor shall be deducted on a ratable basis solely from the Collateral
or Proceeds thereof to be distributed in respect of the Series of Cash Flow Collateral Obligations with respect to which such Impairment
exists and (ii) with respect to any Collateral for which a third party (other than an ABL Collateral Secured Party)
has a Lien or security interest that is junior in priority to the Lien or security interest of any Series of ABL Collateral Obligations
but senior (as determined by appropriate legal proceedings in the case of any dispute) to the Lien or security interest of any
other Series of ABL Collateral Obligations (such third party an “Intervening ABL Secured Party”), the value
of any Collateral or Proceeds that are allocated to such Intervening ABL Secured Party shall be deducted on a ratable basis solely
from the Collateral or Proceeds thereof to be distributed in respect of the Series of ABL Collateral Obligations with respect to
which such Impairment exists. In the event that any ABL Collateral Secured Party turns over any Proceeds of Cash Flow Priority
Collateral to any Cash Flow Collateral Secured Party as required by Section 4.1, such ABL Collateral Secured Party shall
be subrogated to the rights of such Cash Flow Collateral Secured Parties; provided however, that any such subrogation shall
be subject to Section 7.1. In the event that any Cash Flow Collateral Secured Party turns over any Proceeds of ABL Priority
Collateral to any ABL Collateral Secured Party as required by Section 4.1, such Cash Flow Collateral Secured Party shall
be subrogated to the rights of such ABL Collateral Secured Parties; provided however, that any such subrogation shall be
subject to Section 7.1.


 


Section 4.2 Specific Performance.
Each of the ABL Agent, the Cash Flow Agent and any Additional Agent is hereby authorized to demand specific performance of this
Agreement, whether or not any Credit Party shall have complied with any of the provisions of any of the Credit Documents, at any
time when any other Party shall have failed to comply with any of the provisions of this Agreement applicable to it. Each of the
ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), on behalf of itself and the ABL Secured
Parties, the Cash Flow Agent (including in its capacity as Cash Flow Collateral Representative, if applicable), on behalf of itself
and the Cash Flow Secured Parties, and any Additional Agent (including in its capacity as Cash Flow Collateral Representative or
ABL Collateral Representative, if and as applicable), on behalf of itself and any Additional Secured Parties represented thereby,
hereby irrevocably waives any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of
specific performance.


 




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Section 4.3 Sale of Collateral
Comprising Both ABL Priority Collateral and Cash Flow Priority Collateral; Certain Proceeds of Capital Stock or Intercompany Loans.
In the event that prior to the Discharge of ABL Obligations, or Discharge of Additional ABL Obligations, proceeds of the Collateral
are received in connection with a Disposition, loss, condemnation or other disposition (whether voluntary or involuntary) of Collateral
that involves both ABL Priority Collateral and Cash Flow Priority Collateral, for the purposes of this Agreement with respect to
such Disposition, loss, condemnation or other disposition, the ABL Collateral Representative and the Cash Flow Collateral Representative
shall use commercially reasonable efforts in good faith to allocate the Proceeds received in connection with such Disposition,
loss, condemnation or other disposition of such Collateral to the ABL Priority Collateral and the Cash Flow Priority Collateral. 
If the ABL Collateral Representative and the Cash Flow Collateral Representative are unable to agree on such allocation within
five Business Days (or such other period of time as the ABL Collateral Representative and the Cash Flow Collateral Representative
agree) of the consummation of such Disposition, loss, condemnation or other disposition, (i) the ABL Priority Collateral
comprised in such Collateral consisting of Accounts (as described in sub-clause (1) of the definition of “ABL Priority Collateral”
but excluding any Accounts to the extent excluded pursuant to the parenthetical in such sub-clause (1) as provided for therein)
shall be deemed to have a valuation equal to the net book value of each such Account (the “Accounts Amount”) and (ii) the
ABL Priority Collateral comprised in such Collateral consisting of Inventory shall be deemed to have a value equal to the net book
value of such Inventory (the “Inventory Amount”, and together with the Accounts Amount, the “ABL Amount”),
in each case determined at the time of such Disposition, loss, condemnation or disposition, and such Proceeds shall constitute
(1) first, in an amount equal to the ABL Amount, ABL Priority Collateral and (2) second, to the extent
of any balance remaining in excess of the ABL Amount, Cash Flow Priority Collateral, provided that to the extent that the ABL Priority
Collateral subject to such Disposition, loss, condemnation or other disposition includes assets other than Accounts and Inventory,
at the option of the ABL Collateral Representative, the appraised value of such other assets may be used for the purposes of the
allocation of such Proceeds to the ABL Priority Collateral based on the then most current satisfactory appraisal received by the
ABL Collateral Representative with respect thereto. In the event that proceeds are received in connection with a Disposition of
all or substantially all of the Capital Stock issued by any Grantor or any amounts are received in respect of Capital Stock of,
or Intercompany Loans issued by, any Grantor in an Insolvency Proceeding, such amounts shall be deemed to be proceeds received
from a Disposition of ABL Priority Collateral and Cash Flow Priority Collateral (in proportion to ABL Priority Collateral and Cash
Flow Priority Collateral owned at such time by the Grantor) and shall be applied as provided in the preceding sentence. It is understood
and agreed that any Intellectual Property shall not be subject to this Section 4.3 and shall not constitute ABL Priority
Collateral.


 


ARTICLE 5


 


Intercreditor Acknowledgments
and Waivers


 


Section 5.1 Notice of
Acceptance and Other Waivers. (a) All ABL Obligations at any time made or incurred by any Credit Party shall be deemed to have
been made or incurred in reliance upon this Agreement, and the Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties,
and any Additional Agent, on behalf of itself and any Additional Secured Parties represented thereby, hereby waives notice of acceptance
of, or proof of reliance by the ABL Agent or any ABL Secured Party on, this Agreement, and notice of the existence, increase, renewal,
extension, accrual, creation, or non-payment of all or any part of the ABL Obligations. All Cash Flow Obligations at any time made
or incurred by any Credit Party shall be deemed to have been made or incurred in reliance upon this Agreement, and the ABL Agent,
on behalf of itself and the ABL Secured Parties, and any Additional Agent, on behalf of itself and any Additional Secured Parties
represented thereby, hereby waives notice of acceptance, or proof of reliance, by the Cash Flow Agent or any Cash Flow Secured
Party of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or
any part of the Cash Flow Obligations. All Additional Obligations at any time made or incurred by any Credit Party shall be deemed
to have been made or incurred in reliance upon this Agreement, and the Cash Flow Agent, on behalf of itself and the Cash Flow Secured
Parties, the ABL Agent, on behalf of itself and any ABL Secured Parties, and any other Additional Agent, on behalf of itself and
the Additional Secured Parties represented thereby, hereby waives notice of acceptance, or proof of reliance by any Additional
Agent or any Additional Secured Parties of this Agreement, and notice of the existence, increase, renewal, extension, accrual,
creation, or non-payment of all or any part of the Additional Obligations.


 




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(b)          None
of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), any ABL Secured Party, or any of
their respective Affiliates, or any of the respective directors, officers, employees, or agents of any of the foregoing shall be
liable to the Cash Flow Agent or any Cash Flow Secured Party for failure to demand, collect, or realize upon any of the Collateral
or any Proceeds, or for any delay in doing so, or shall be under any obligation to sell or otherwise dispose of any Collateral
or Proceeds thereof or to take any other action whatsoever with regard to the Collateral or any part or Proceeds thereof, except
as specifically provided in this Agreement. If the ABL Agent or any ABL Secured Party honors (or fails to honor) a request by any
Borrower for an extension of credit pursuant to any ABL Credit Agreement or any of the other ABL Documents, whether the ABL Agent
or any ABL Secured Party has knowledge that the honoring of (or failure to honor) any such request would constitute a default under
the terms of any Cash Flow Credit Agreement or any other Cash Flow Document (but not a default under this Agreement) or would constitute
an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or
if the ABL Agent or any ABL Secured Party otherwise exercises any of its contractual rights or remedies under any ABL Documents
(subject to the express terms and conditions hereof), neither the ABL Agent nor any ABL Secured Party shall have any liability
whatsoever to the Cash Flow Agent or any Cash Flow Secured Party as a result of such action, omission, or exercise (so long as
any such exercise does not breach the express terms and provisions of this Agreement). The ABL Agent and the ABL Secured Parties
shall be entitled to manage and supervise their loans and extensions of credit under any ABL Credit Agreement and any of the other
ABL Documents as they may, in their sole discretion, deem appropriate, and may manage their loans and extensions of credit without
regard to any rights or interests that the Cash Flow Agent or any Cash Flow Secured Party has in the Collateral, except as otherwise
expressly set forth in this Agreement. The Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties, agrees that
neither the ABL Agent nor any ABL Secured Party shall incur any liability as a result of a sale, lease, license, application, or
other disposition of all or any portion of the Collateral or Proceeds thereof, pursuant to the ABL Documents, in each case, so
long as such disposition is conducted in accordance with mandatory provisions of applicable law and does not breach the provisions
of this Agreement.


 




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(c)          None
of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), any ABL Secured Party, or any of
their respective Affiliates, directors, officers, employees, or agents shall be liable to any Additional Agent or any Additional
Secured Party for failure to demand, collect, or realize upon any of the Collateral or any Proceeds, or for any delay in doing
so, or shall be under any obligation to sell or otherwise dispose of any Collateral or Proceeds thereof or to take any other action
whatsoever with regard to the Collateral or any part or Proceeds thereof, except as specifically provided in this Agreement (except
as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Secured
Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties). If the ABL Agent or any ABL Secured
Party honors (or fails to honor) a request by any Borrower for an extension of credit pursuant to any ABL Credit Agreement or any
of the other ABL Documents, whether the ABL Agent or any ABL Secured Party has knowledge that the honoring of (or failure to honor)
any such request would constitute a default under the terms of any Additional Credit Facility or any other Additional Document
(but not a default under this Agreement) or would constitute an act, condition, or event that, with the giving of notice or the
passage of time, or both, would constitute such a default, or if the ABL Agent or any ABL Secured Party otherwise exercises any
of its contractual rights or remedies under any ABL Documents (subject to the express terms and conditions hereof), neither the
ABL Agent nor any ABL Secured Party shall have any liability whatsoever to any Additional Agent or any Additional Secured Party
as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions
of this Agreement) (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of
itself and the Additional Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties).
The ABL Agent and the ABL Secured Parties shall be entitled to manage and supervise their loans and extensions of credit under
any ABL Credit Agreement and any of the other ABL Documents as they may, in their sole discretion, deem appropriate, and may manage
their loans and extensions of credit without regard to any rights or interests that any Additional Agent or any Additional Secured
Party has in the Collateral, except as otherwise expressly set forth in this Agreement (except as may be separately otherwise agreed
in writing by and between such Additional Agent, on behalf of itself and the Additional Secured Parties represented thereby, and
the ABL Agent, on behalf of itself and the ABL Secured Parties). Any Additional Agent, on behalf of itself and any Additional Secured
Parties represented thereby, agrees that neither the ABL Agent nor any ABL Secured Party shall incur any liability as a result
of a sale, lease, license, application, or other disposition of all or any portion of the Collateral or Proceeds thereof, pursuant
to the ABL Documents, so long as such disposition is conducted in accordance with mandatory provisions of applicable law and does
not breach the provisions of this Agreement (except as may be separately otherwise agreed in writing by and between such Additional
Agent, on behalf of itself and the Additional Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the
ABL Secured Parties).


 


(d)          None
of the Cash Flow Agent (including in its capacity as Cash Flow Collateral Representative, if applicable), the Cash Flow Secured
Parties or any of their respective Affiliates, directors, officers, employees, or agents shall be liable to the ABL Agent or any
ABL Secured Party for failure to demand, collect, or realize upon any of the Collateral or any Proceeds, or for any delay in doing
so, or shall be under any obligation to sell or otherwise dispose of any Collateral or Proceeds thereof or to take any other action
whatsoever with regard to the Collateral or any part or Proceeds thereof, except as specifically provided in this Agreement. If
the Cash Flow Agent or any Cash Flow Secured Party honors (or fails to honor) a request by any Borrower for an extension of credit
pursuant to any Cash Flow Credit Agreement or any of the other Cash Flow Documents, whether the Cash Flow Agent or any Cash Flow
Secured Party has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms
of any ABL Credit Agreement or any other ABL Document (but not a default under this Agreement) or would constitute an act, condition,
or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if the Cash Flow
Agent or any Cash Flow Secured Party otherwise exercises any of its contractual rights or remedies under the Cash Flow Documents
(subject to the express terms and conditions hereof), neither the Cash Flow Agent nor any Cash Flow Secured Party shall have any
liability whatsoever to the ABL Agent or any ABL Secured Party as a result of such action, omission, or exercise (so long as any
such exercise does not breach the express terms and provisions of this Agreement). The Cash Flow Agent and the Cash Flow Secured
Parties shall be entitled to manage and supervise their loans and extensions of credit under the Cash Flow Documents as they may,
in their sole discretion, deem appropriate, and may manage their loans and extensions of credit without regard to any rights or
interests that the ABL Agent or any ABL Secured Party has in the Collateral, except as otherwise expressly set forth in this Agreement.
The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that none of the Cash Flow Agent (including in its capacity
as Cash Flow Collateral Representative, if applicable) or the Cash Flow Secured Parties shall incur any liability as a result of
a sale, lease, license, application, or other disposition of the Collateral or any part or Proceeds thereof, pursuant to the Cash
Flow Documents, so long as such disposition is conducted in accordance with mandatory provisions of applicable law and does not
breach the provisions of this Agreement.


 




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(e)          None
of the Cash Flow Agent (including in its capacity as Cash Flow Collateral Representative, if applicable), the Cash Flow Secured
Parties or any of their respective Affiliates, directors, officers, employees, or agents shall be liable to any Additional Agent
or any Additional Secured Party for failure to demand, collect, or realize upon any of the Collateral or any Proceeds, or for any
delay in doing so, or shall be under any obligation to sell or otherwise dispose of any Collateral or Proceeds thereof or to take
any other action whatsoever with regard to the Collateral or any part or Proceeds thereof, except as specifically provided in this
Agreement (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and
the Additional Secured Parties represented thereby, and the Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties).
If the Cash Flow Agent or any Cash Flow Secured Party honors (or fails to honor) a request by any Borrower for an extension of
credit pursuant to any Cash Flow Credit Agreement or any of the other Cash Flow Documents, whether the Cash Flow Agent or any Cash
Flow Secured Party has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the
terms of any Additional Credit Facility or any other Additional Document (but not a default under this Agreement) or would constitute
an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or
if the Cash Flow Agent or any Cash Flow Secured Party otherwise exercises any of its contractual rights or remedies under the Cash
Flow Documents (subject to the express terms and conditions hereof), neither the Cash Flow Agent nor any Cash Flow Secured Party
shall have any liability whatsoever to any Additional Agent or any Additional Secured Party as a result of such action, omission,
or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement) (except as may be
separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Secured Parties
represented thereby, and the Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties). The Cash Flow Agent and the
Cash Flow Secured Parties shall be entitled to manage and supervise their loans and extensions of credit under the Cash Flow Documents
as they may, in their sole discretion, deem appropriate, and may manage their loans and extensions of credit without regard to
any rights or interests that any Additional Agent or any Additional Secured Party has in the Collateral, except as otherwise expressly
set forth in this Agreement (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf
of itself and the Additional Secured Parties represented thereby, and the Cash Flow Agent, on behalf of itself and the Cash Flow
Secured Parties). Any Additional Agent, on behalf of itself and any Additional Secured Parties represented thereby, agrees that
none of the Cash Flow Agent (including in its capacity as Cash Flow Collateral Representative, if applicable) or the Cash Flow
Secured Parties shall incur any liability as a result of a sale, lease, license, application, or other disposition of the Collateral
or any part or Proceeds thereof, pursuant to the Cash Flow Documents, so long as such disposition is conducted in accordance with
mandatory provisions of applicable law and does not breach the provisions of this Agreement (except as may be separately otherwise
agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Secured Parties represented thereby,
and the Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties).


 




    	 	95	 



     


    

 


(f)           None
of any Additional Agent (including in its capacity as Cash Flow Collateral Representative, if and as applicable), any Additional
Secured Parties or any of their respective Affiliates, directors, officers, employees, or agents shall be liable to the ABL Agent
or any ABL Secured Party for failure to demand, collect, or realize upon any of the Collateral or any Proceeds, or for any delay
in doing so, or shall be under any obligation to sell or otherwise dispose of any Collateral or Proceeds thereof or to take any
other action whatsoever with regard to the Collateral or any part or Proceeds thereof, except as specifically provided in this
Agreement (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and
the Additional Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties). If any
Additional Agent or any Additional Secured Party honors (or fails to honor) a request by any Borrower for an extension of credit
pursuant to any Additional Credit Facility or any of the other Additional Documents, whether such Additional Agent or any Additional
Secured Party has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms
of any ABL Credit Agreement or any other ABL Document (but not a default under this Agreement) or would constitute an act, condition,
or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if any Additional
Agent or any Additional Secured Party otherwise exercises any of its contractual rights or remedies under the Additional Documents
(subject to the express terms and conditions hereof), neither such Additional Agent nor any Additional Secured Party shall have
any liability whatsoever to the ABL Agent or any ABL Secured Party as a result of such action, omission, or exercise (so long as
any such exercise does not breach the express terms and provisions of this Agreement) (except as may be separately otherwise agreed
in writing by and between such Additional Agent, on behalf of itself and the Additional Secured Parties represented thereby, and
the ABL Agent, on behalf of itself and the ABL Secured Parties). Any Additional Agent and any Additional Secured Parties shall
be entitled to manage and supervise their loans and extensions of credit under the Additional Documents as they may, in their sole
discretion, deem appropriate, and may manage their loans and extensions of credit without regard to any rights or interests that
the ABL Agent or any ABL Secured Party has in the Collateral, except as otherwise expressly set forth in this Agreement (except
as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Secured
Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties). The ABL Agent, on behalf of itself
and the ABL Secured Parties agrees that none of any Additional Agent (including in its capacity as Cash Flow Collateral Representative,
if and as applicable) or any Additional Secured Parties shall incur any liability as a result of a sale, lease, license, application,
or other disposition of the Collateral or any part or Proceeds thereof, pursuant to the Additional Documents, so long as such disposition
is conducted in accordance with mandatory provisions of applicable law and does not breach the provisions of this Agreement (except
as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Secured
Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties).


 




    	 	96	 



     


    

 


(g)          None
of any Additional Agent (including in its capacity as ABL Collateral Representative, if and as applicable), any Additional Secured
Parties or any of their respective Affiliates, directors, officers, employees, or agents shall be liable to the Cash Flow Agent
or any Cash Flow Secured Party for failure to demand, collect, or realize upon any of the Collateral or any Proceeds, or for any
delay in doing so, or shall be under any obligation to sell or otherwise dispose of any Collateral or Proceeds thereof or to take
any other action whatsoever with regard to the Collateral or any part or Proceeds thereof, except as specifically provided in this
Agreement (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and
the Additional Secured Parties represented thereby, and the Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties).
If any Additional Agent or any Additional Secured Party honors (or fails to honor) a request by any Borrower for an extension of
credit pursuant to any Additional Credit Facility or any of the other Additional Documents, whether such Additional Agent or any
Additional Secured Party has knowledge that the honoring of (or failure to honor) any such request would constitute a default under
the terms of the Cash Flow Credit Agreement or any other Cash Flow Document (but not a default under this Agreement) or would constitute
an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or
if any Additional Agent or any Additional Secured Party otherwise exercises any of its contractual rights or remedies under the
Additional Documents (subject to the express terms and conditions hereof), neither such Additional Agent nor any Additional Secured
Party shall have any liability whatsoever to the Cash Flow Agent or any Cash Flow Secured Party as a result of such action, omission,
or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement) (except as may be
separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Secured Parties
represented thereby, and the Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties). Any Additional Agent and
any Additional Secured Parties shall be entitled to manage and supervise their loans and extensions of credit under the Additional
Documents as they may, in their sole discretion, deem appropriate, and may manage their loans and extensions of credit without
regard to any rights or interests that the Cash Flow Agent or any Cash Flow Secured Party has in the Collateral, except as otherwise
expressly set forth in this Agreement (except as may be separately otherwise agreed in writing by and between such Additional Agent,
on behalf of itself and the Additional Secured Parties represented thereby, and the Cash Flow Agent, on behalf of itself and the
Cash Flow Secured Parties). The Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties, agrees that none of any
Additional Agent (including in its capacity as ABL Collateral Representative, if and as applicable) or any Additional Secured Parties
shall incur any liability as a result of a sale, lease, license, application, or other disposition of the Collateral or any part
or Proceeds thereof, pursuant to the Additional Documents, so long as such disposition is conducted in accordance with mandatory
provisions of applicable law and does not breach the provisions of this Agreement (except as may be separately otherwise agreed
in writing by and between such Additional Agent, on behalf of itself and the Additional Secured Parties represented thereby, and
the Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties).


 




    	 	97	 



     


    

 


(h)          None
of any Additional Agent (including in its capacity as Cash Flow Collateral Representative, if and as applicable), any Additional
Secured Parties or any of their respective Affiliates, directors, officers, employees, or agents shall be liable to any other Additional
Agent or any Additional Secured Party represented thereby for failure to demand, collect, or realize upon any of the Collateral
or any Proceeds, or for any delay in doing so, or shall be under any obligation to sell or otherwise dispose of any Collateral
or Proceeds thereof or to take any other action whatsoever with regard to the Collateral or any part or Proceeds thereof, except
as specifically provided in this Agreement (except as may be separately otherwise agreed in writing by and between such Additional
Agents, in each case on behalf of itself and the Additional Secured Parties represented thereby). If any Additional Agent or any
Additional Secured Party honors (or fails to honor) a request by any Borrower for an extension of credit pursuant to any Additional
Credit Facility or any of the other Additional Documents, whether such Additional Agent or any Additional Secured Party has knowledge
that the honoring of (or failure to honor) any such request would constitute a default under the terms of any Additional Credit
Facility or any other Additional Document to which any other Additional Agent or any Additional Secured Party represented by such
other Additional Agent is party or beneficiary (but not a default under this Agreement) or would constitute an act, condition,
or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if any Additional
Agent or any Additional Secured Party otherwise exercises any of its contractual rights or remedies under the Additional Documents
(subject to the express terms and conditions hereof), neither such Additional Agent nor any Additional Secured Party shall have
any liability whatsoever to any other Additional Agent or any Additional Secured Party represented by such other Additional Agent,
as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions
of this Agreement) (except as may be separately otherwise agreed in writing by and between such Additional Agents, in each case
on behalf of itself and the Additional Secured Parties represented thereby). Any Additional Agent and any Additional Secured Parties
shall be entitled to manage and supervise their loans and extensions of credit under the Additional Documents as they may, in their
sole discretion, deem appropriate, and may manage their loans and extensions of credit without regard to any rights or interests
that any other Additional Agent or any Additional Secured Party represented by such other Additional Agent, has in the Collateral,
except as otherwise expressly set forth in this Agreement (except as may be separately otherwise agreed in writing by and between
such Additional Agents, in each case on behalf of itself and the Additional Secured Parties represented thereby). Any Additional
Agent, on behalf of itself and the Additional Secured Parties represented thereby, agrees that none of any other Additional Agent
(including in its capacity as Cash Flow Collateral Representative, if and as applicable) or any Additional Secured Party represented
thereby shall incur any liability as a result of a sale, lease, license, application, or other disposition of the Collateral or
any part or Proceeds thereof, pursuant to the Additional Documents, so long as such disposition is conducted in accordance with
mandatory provisions of applicable law and does not breach the provisions of this Agreement (except as may be separately otherwise
agreed in writing by and between such Additional Agents, in each case on behalf of itself and the Additional Secured Parties represented
thereby).


 


Section 5.2 Modifications
to ABL Documents and Cash Flow Documents. (a) The Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties, hereby
agrees that, without affecting the obligations of the Cash Flow Agent and the Cash Flow Secured Parties hereunder, the ABL Agent
and the ABL Secured Parties may, at any time and from time to time, in their sole discretion without the consent of or notice to
the Cash Flow Agent or any Cash Flow Secured Party (except to the extent such notice or consent is required pursuant to the express
provisions of this Agreement), and without incurring any liability to the Cash Flow Agent or any Cash Flow Secured Party or impairing
or releasing the subordination provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure,
or otherwise modify any of the ABL Documents in any manner whatsoever, including, to:


 




    	 	98	 



     


    

 


(i)           change
the manner, place, time, or terms of payment or renew, alter or increase, all or any of the ABL Obligations or otherwise amend,
restate, supplement, or otherwise modify in any manner, or grant any waiver or release with respect to, all or any part of the
ABL Obligations or any of the ABL Documents;


 


(ii)          subject
to Section 2.5, retain or obtain a Lien on any Property of any Person to secure any of the ABL Obligations, and in connection
therewith to enter into any additional ABL Documents;


 


(iii)         amend,
or grant any waiver, compromise, or release with respect to, or consent to any departure from, any guarantee or other obligations
of any Person obligated in any manner under or in respect of the ABL Obligations;


 


(iv)     
   subject to Section 2.4, release its Lien on any Collateral or other Property;


 


(v)          exercise
or refrain from exercising any rights against any Borrower, any Guarantor, or any other Person;


 


(vi)    
   subject to Section 2.5, retain or obtain the primary or secondary obligation of any other Person
with respect to any of the ABL Obligations; and


 


(vii)        otherwise
manage and supervise the ABL Obligations as the ABL Agent shall deem appropriate.


 


(b)          Any
Additional Agent, on behalf of itself and any Additional Secured Parties represented thereby, hereby agrees that, without affecting
the obligations of such Additional Agent and such Additional Secured Parties hereunder, the ABL Agent and the ABL Secured Parties
may, at any time and from time to time, in their sole discretion without the consent of or notice to such Additional Agent or any
such Additional Secured Party (except to the extent such notice or consent is required pursuant to the express provisions of this
Agreement), and without incurring any liability to such Additional Agent or any such Additional Secured Party or impairing or releasing
the subordination provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwise
modify any of the ABL Documents in any manner whatsoever, including, to:


 


(i)           change
the manner, place, time, or terms of payment or renew, alter or increase, all or any of the ABL Obligations or otherwise amend,
restate, supplement, or otherwise modify in any manner, or grant any waiver or release with respect to, all or any part of the
ABL Obligations or any of the ABL Documents;


 


(ii)          subject
to Section 2.5, retain or obtain a Lien on any Property of any Person to secure any of the ABL Obligations, and in connection
therewith to enter into any additional ABL Documents;


 




    	 	99	 



     


    

 


(iii)         amend,
or grant any waiver, compromise, or release with respect to, or consent to any departure from, any guarantee or other obligations
of any Person obligated in any manner under or in respect of the ABL Obligations;


 


(iv)         subject
to Section 2.4, release its Lien on any Collateral or other Property;


 


(v)          exercise
or refrain from exercising any rights against any Borrower, any Guarantor, or any other Person;


 


(vi)         subject
to Section 2.5, retain or obtain the primary or secondary obligation of any other Person with respect to any of the ABL
Obligations; and


 


(vii)        otherwise
manage and supervise the ABL Obligations as the ABL Agent shall deem appropriate;


 


except, in each case, as
may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Secured
Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties.


 


(c)          The
ABL Agent, on behalf of itself and the ABL Secured Parties, hereby agrees that, without affecting the obligations of the ABL Agent
and the ABL Secured Parties hereunder, the Cash Flow Agent and the Cash Flow Secured Parties may, at any time and from time to
time, in their sole discretion without the consent of or notice to the ABL Agent or any ABL Secured Party (except to the extent
such notice or consent is required pursuant to the express provisions of this Agreement), and without incurring any liability to
the ABL Agent or any ABL Secured Party or impairing or releasing the subordination provided for herein, amend, restate, supplement,
replace, refinance, extend, consolidate, restructure, or otherwise modify any of the Cash Flow Documents in any manner whatsoever,
including, to:


 


(i)           change
the manner, place, time, or terms of payment or renew, alter or increase, all or any of the Cash Flow Obligations or otherwise
amend, restate, supplement, or otherwise modify in any manner, or grant any waiver or release with respect to, all or any part
of the Cash Flow Obligations or any of the Cash Flow Documents;


 


(ii)          subject
to Section 2.5, retain or obtain a Lien on any Property of any Person to secure any of the Cash Flow Obligations, and in
connection therewith to enter into any additional Cash Flow Documents;


 


(iii)         amend,
or grant any waiver, compromise, or release with respect to, or consent to any departure from, any guarantee or other obligations
of any Person obligated in any manner under or in respect of the Cash Flow Obligations;


 


(iv)         subject
to Section 2.4, release its Lien on any Collateral or other Property;


 


(v)          exercise
or refrain from exercising any rights against any Borrower, any Guarantor, or any other Person;


 




    	 	100	 



     


    

 


(vi)         subject
to Section 2.5, retain or obtain the primary or secondary obligation of any other Person with respect to any of the Cash
Flow Obligations; and


 


(vii)        otherwise
manage and supervise the Cash Flow Obligations as the Cash Flow Agent shall deem appropriate.


 


(d)          Any
Additional Agent, on behalf of itself and any Additional Secured Parties represented thereby, hereby agrees that, without affecting
the obligations of such Additional Agent and such Additional Secured Parties hereunder, the Cash Flow Agent and the Cash Flow Secured
Parties may, at any time and from time to time, in their sole discretion without the consent of or notice to such Additional Agent
or any such Additional Secured Party (except to the extent such notice or consent is required pursuant to the express provisions
of this Agreement), and without incurring any liability to such Additional Agent or any such Additional Secured Party or impairing
or releasing the subordination provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure,
or otherwise modify any of the Cash Flow Documents in any manner whatsoever, including, to:


 


(i)           change
the manner, place, time, or terms of payment or renew, alter or increase, all or any of the Cash Flow Obligations or otherwise
amend, restate, supplement, or otherwise modify in any manner, or grant any waiver or release with respect to, all or any part
of the Cash Flow Obligations or any of the Cash Flow Documents;


 


(ii)          subject
to Section 2.5, retain or obtain a Lien on any Property of any Person to secure any of the Cash Flow Obligations, and in
connection therewith to enter into any additional Cash Flow Documents;


 


(iii)         amend,
or grant any waiver, compromise, or release with respect to, or consent to any departure from, any guarantee or other obligations
of any Person obligated in any manner under or in respect of the Cash Flow Obligations;


 


(iv)         subject
to Section 2.4, release its Lien on any Collateral or other Property;


 


(v)          exercise
or refrain from exercising any rights against any Borrower, any Guarantor, or any other Person;


 


(vi)         subject
to Section 2.5, retain or obtain the primary or secondary obligation of any other Person with respect to any of the Cash
Flow Obligations; and


 


(vii)        otherwise
manage and supervise the Cash Flow Obligations as the Cash Flow Agent shall deem appropriate;


 


except, in each case, as
may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Secured
Parties represented thereby, and the Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties.


 




    	 	101	 



     


    

 


(e)          The
Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties, hereby agrees that, without affecting the obligations of
the Cash Flow Agent and the Cash Flow Secured Parties hereunder, any Additional Agent and any Additional Secured Parties may, at
any time and from time to time, in their sole discretion without the consent of or notice to the Cash Flow Agent or any Cash Flow
Secured Party or (except to the extent such notice or consent is required pursuant to the express provisions of this Agreement),
and without incurring any liability to the Cash Flow Agent or any Cash Flow Secured Party or impairing or releasing the subordination
provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwise modify any
of the Additional Documents in any manner whatsoever, including, to:


 


(i)           change
the manner, place, time, or terms of payment or renew, alter or increase, all or any of the Additional Obligations or otherwise
amend, restate, supplement, or otherwise modify in any manner, or grant any waiver or release with respect to, all or any part
of the Additional Obligations or any of the Additional Documents;


 


(ii)          subject
to Section 2.5, retain or obtain a Lien on any Property of any Person to secure any of the Additional Obligations, and in
connection therewith to enter into any additional Additional Documents;


 


(iii)         amend,
or grant any waiver, compromise, or release with respect to, or consent to any departure from, any guarantee or other obligations
of any Person obligated in any manner under or in respect of the Additional Obligations;


 


(iv)         subject
to Section 2.4, release its Lien on any Collateral or other Property;


 


(v)          exercise
or refrain from exercising any rights against any Borrower, any Guarantor, or any other Person;


 


(vi)         subject
to Section 2.5, retain or obtain the primary or secondary obligation of any other Person with respect to any of the Additional
Obligations; and


 


(vii)        otherwise
manage and supervise the Additional Obligations as such Additional Agent shall deem appropriate;


 


except, in each case, as
may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Secured
Parties represented thereby, and the Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties.


 


(f)           The
ABL Agent, on behalf of itself and the ABL Secured Parties, hereby agrees that, without affecting the obligations of the ABL Agent
and the ABL Secured Parties hereunder, any Additional Agent and any Additional Secured Parties may, at any time and from time to
time, in their sole discretion without the consent of or notice to the ABL Agent or any ABL Secured Party (except to the extent
such notice or consent is required pursuant to the express provisions of this Agreement), and without incurring any liability to
the ABL Agent or any ABL Secured Party or impairing or releasing the subordination provided for herein, amend, restate, supplement,
replace, refinance, extend, consolidate, restructure, or otherwise modify any of the Additional Documents in any manner whatsoever,
including, to:


 




    	 	102	 



     


    

 


(i)           change
the manner, place, time, or terms of payment or renew, alter or increase, all or any of the Additional Obligations or otherwise
amend, restate, supplement, or otherwise modify in any manner, or grant any waiver or release with respect to, all or any part
of the Additional Obligations or any of the Additional Documents;


 


(ii)          subject
to Section 2.5, retain or obtain a Lien on any Property of any Person to secure any of the Additional Obligations, and in
connection therewith to enter into any additional Additional Documents;


 


(iii)         amend,
or grant any waiver, compromise, or release with respect to, or consent to any departure from, any guarantee or other obligations
of any Person obligated in any manner under or in respect of the Additional Obligations;


 


(iv)    
    subject to Section 2.4, release its Lien on any Collateral or other Property;


 


(v)          exercise
or refrain from exercising any rights against any Borrower, any Guarantor, or any other Person;


 


(vi)         subject
to Section 2.5, retain or obtain the primary or secondary obligation of any other Person with respect to any of the Additional
Obligations; and


 


(vii)        otherwise
manage and supervise the Additional Obligations as such Additional Agent shall deem appropriate;


 


except, in each case, as
may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Secured
Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties.


 


(g)          Any
Additional Agent, on behalf of itself and any Additional Secured Parties represented thereby, hereby agrees that, without affecting
the obligations of such Additional Agent and such Additional Secured Parties hereunder, any other Additional Agent and any Additional
Secured Parties represented by such other Additional Agent may, at any time and from time to time, in their sole discretion without
the consent of or notice to such Additional Agent or any such Additional Secured Party (except to the extent such notice or consent
is required pursuant to the express provisions of this Agreement), and without incurring any liability to such Additional Agent
or any such Additional Secured Party or impairing or releasing the subordination provided for herein, amend, restate, supplement,
replace, refinance, extend, consolidate, restructure, or otherwise modify any of the Additional Documents to which such other Additional
Agent or any Additional Secured Party represented by such other Additional Agent is party or beneficiary in any manner whatsoever,
including, to:


 


(i)           change
the manner, place, time, or terms of payment or renew, alter or increase, all or any of the Additional Obligations or otherwise
amend, restate, supplement, or otherwise modify in any manner, or grant any waiver or release with respect to, all or any part
of the Additional Obligations or any of the Additional Documents;


 




    	 	103	 



     


    

 


(ii)          subject
to Section 2.5, retain or obtain a Lien on any Property of any Person to secure any of the Additional Obligations, and in
connection therewith to enter into any additional Additional Documents;


 


(iii)         amend,
or grant any waiver, compromise, or release with respect to, or consent to any departure from, any guarantee or other obligations
of any Person obligated in any manner under or in respect of the Additional Obligations;


 


(iv)         subject
to Section 2.4, release its Lien on any Collateral or other Property;


 


(v)          exercise
or refrain from exercising any rights against any Borrower, any Guarantor, or any other Person;


 


(vi)         subject
to Section 2.5, retain or obtain the primary or secondary obligation of any other Person with respect to any of the Additional
Obligations; and


 


(vii)        otherwise
manage and supervise the Additional Obligations as such other Additional Agent shall deem appropriate;


 


except, in each case, as
may be separately otherwise agreed in writing by and between such Additional Agents, in each case on behalf of itself and the Additional
Secured Parties represented thereby.


 


(h)          The
ABL Obligations, the Cash Flow Obligations and any Additional Obligations may be refunded, replaced or refinanced, in whole or
in part, in each case, without notice to, or the consent (except to the extent a consent is required to permit the refunding, replacement
or refinancing transaction under any ABL Document, any Cash Flow Document or any Additional Document) of the ABL Agent, the ABL
Secured Parties, the Cash Flow Agent or the Cash Flow Secured Parties, any Additional Agent or any Additional Secured Parties,
as the case may be, all without affecting the Lien Priorities provided for herein or the other provisions hereof; provided,
however, that, if the indebtedness refunding, replacing or refinancing any such ABL Obligations, Cash Flow Obligations or
Additional Obligations is to constitute ABL Obligations, Cash Flow Obligations or Additional Obligations governed by this Agreement,
the holders of such indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing to the terms of
this Agreement pursuant to a joinder agreement substantially in the form of Exhibit C attached hereto or otherwise in form
and substance reasonably satisfactory to the ABL Agent, the Cash Flow Agent or any Additional Agent (other than any Designated
Agent), as the case may be (or, if there is no continuing Agent other than any Designated Agent, as designated by the Company Representative),
and any such refunding, replacement or refinancing transaction shall be in accordance with any applicable provisions of the ABL
Documents, the Cash Flow Documents and any Additional Documents then in effect. For the avoidance of doubt, any ABL Obligations,
Cash Flow Obligations or Additional Obligations may be refinanced, in whole or in part, in each case without notice to, or the
consent (except to the extent a consent is required to permit the refinancing transaction under the ABL Documents, Cash Flow Documents
or Additional Documents) of, any of the ABL Agent or any other ABL Secured Party, the Cash Flow Agent or any other Cash Flow Secured
Party or any Additional Agent or any other Additional Secured Party, through the incurrence of Additional Indebtedness, subject
to Section 7.11.


 




    	 	104	 



     


    

 


Section 5.3 Reinstatement
and Continuation of Agreement. (a) If the ABL Agent or any ABL Secured Party is required in any Insolvency Proceeding or otherwise
to turn over or otherwise pay to the estate of any Credit Party or any other Person any payment made in satisfaction of all or
any portion of the ABL Obligations (an “ABL Recovery”), then the ABL Obligations shall be reinstated to the
extent of such ABL Recovery. If this Agreement shall have been terminated prior to such ABL Recovery, this Agreement shall be reinstated
in full force and effect in the event of such ABL Recovery, and such prior termination shall not diminish, release, discharge,
impair, or otherwise affect the obligations of the Parties from such date of reinstatement. All rights, interests, agreements,
and obligations of the ABL Agent, the Cash Flow Agent, any Additional Agent, the ABL Secured Parties, the Cash Flow Secured Parties
and any Additional Secured Parties under this Agreement shall remain in full force and effect and shall continue irrespective of
the commencement of, or any discharge, confirmation, conversion, or dismissal of, any Insolvency Proceeding by or against any Credit
Party or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Credit Party in
respect of the ABL Obligations, the Cash Flow Obligations or any Additional Obligations. No priority or right of the ABL Agent
or any ABL Secured Party shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any
Credit Party or by the noncompliance by any Person with the terms, provisions, or covenants of any of the ABL Documents, regardless
of any knowledge thereof which the ABL Agent or any ABL Secured Party may have.


 


(b)          If
the Cash Flow Agent or any Cash Flow Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise
pay to the estate of any Credit Party or any other Person any payment made in satisfaction of all or any portion of the Cash Flow
Obligations (a “Cash Flow Recovery”), then the Cash Flow Obligations shall be reinstated to the extent of such
Cash Flow Recovery. If this Agreement shall have been terminated prior to such Cash Flow Recovery, this Agreement shall be reinstated
in full force and effect in the event of such Cash Flow Recovery, and such prior termination shall not diminish, release, discharge,
impair, or otherwise affect the obligations of the Parties from such date of reinstatement. All rights, interests, agreements,
and obligations of the ABL Agent, the Cash Flow Agent, any Additional Agent, the ABL Secured Parties, the Cash Flow Secured Parties
and any Additional Secured Parties under this Agreement shall remain in full force and effect and shall continue irrespective of
the commencement of, or any discharge, confirmation, conversion, or dismissal of, any Insolvency Proceeding by or against any Credit
Party or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Credit Party in
respect of the ABL Obligations, the Cash Flow Obligations or any Additional Obligations. No priority or right of the Cash Flow
Agent or any Cash Flow Secured Party shall at any time be prejudiced or impaired in any way by any act or failure to act on the
part of any Credit Party or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Cash Flow
Documents, regardless of any knowledge thereof which the Cash Flow Agent or any Cash Flow Secured Party may have.


 




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(c)          If
any Additional ABL Agent or any Additional ABL Secured Party is required in any Insolvency Proceeding or otherwise to turn over
or otherwise pay to the estate of any Credit Party or any other Person any payment made in satisfaction of all or any portion of
the Additional ABL Obligations (an “Additional ABL Recovery”), then the Additional ABL Obligations shall be
reinstated to the extent of such Additional ABL Recovery. If this Agreement shall have been terminated prior to such Additional
ABL Recovery, this Agreement shall be reinstated in full force and effect in the event of such Additional ABL Recovery, and such
prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the Parties from such
date of reinstatement. All rights, interests, agreements, and obligations of any Additional ABL Agent, the ABL Agent, the Cash
Flow Agent, any Additional Cash Flow Agent, the Additional ABL Secured Parties, the ABL Secured Parties, the Cash Flow Secured
Parties and any Additional Cash Flow Secured Parties under this Agreement shall remain in full force and effect and shall continue
irrespective of the commencement of, or any discharge, confirmation, conversion, or dismissal of, any Insolvency Proceeding by
or against any Credit Party or any other circumstance which otherwise might constitute a defense available to, or a discharge of
any Credit Party in respect of any Additional ABL Obligations, the ABL Obligations, the Cash Flow Obligations or any Additional
Cash Flow Obligations. No priority or right of any Additional ABL Agent or any Additional ABL Secured Party shall at any time be
prejudiced or impaired in any way by any act or failure to act on the part of any Credit Party or by the noncompliance by any Person
with the terms, provisions, or covenants of any of the Additional ABL Documents, regardless of any knowledge thereof which any
Additional ABL Agent or any Additional ABL Secured Party may have.


 


(d)          If
any Additional Cash Flow Agent or any Additional Cash Flow Secured Party is required in any Insolvency Proceeding or otherwise
to turn over or otherwise pay to the estate of any Credit Party or any other Person any payment made in satisfaction of all or
any portion of the Additional Cash Flow Obligations (an “Additional Cash Flow Recovery”), then the Additional
Cash Flow Obligations shall be reinstated to the extent of such Additional Cash Flow Recovery. If this Agreement shall have been
terminated prior to such Additional Cash Flow Recovery, this Agreement shall be reinstated in full force and effect in the event
of such Additional Cash Flow Recovery, and such prior termination shall not diminish, release, discharge, impair, or otherwise
affect the obligations of the Parties from such date of reinstatement. All rights, interests, agreements, and obligations of any
Additional Cash Flow Agent, the ABL Agent, the Cash Flow Agent, any Additional ABL Agent, any Additional Cash Flow Secured Parties,
the ABL Secured Parties, the Cash Flow Secured Parties and any Additional ABL Secured Parties under this Agreement shall remain
in full force and effect and shall continue irrespective of the commencement of, or any discharge, confirmation, conversion, or
dismissal of, any Insolvency Proceeding by or against any Credit Party or any other circumstance which otherwise might constitute
a defense available to, or a discharge of any Credit Party in respect of any Additional Cash Flow Obligations, the ABL Obligations,
the Cash Flow Obligations or any Additional ABL Obligations. No priority or right of any Additional Cash Flow Agent or any Additional
Cash Flow Secured Party shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any
Credit Party or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Additional Cash Flow
Documents, regardless of any knowledge thereof which any Additional Cash Flow Agent or any Additional Cash Flow Secured Party may
have.


 




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ARTICLE 6


 


Insolvency Proceedings


 


Section 6.1 DIP Financing.
(a) If any Credit Party shall be subject to any Insolvency Proceeding in the United States at any time prior to the Discharge of
ABL Collateral Obligations, and the ABL Agent or any ABL Credit Agreement Lenders, or any Additional ABL Agent or any Additional
ABL Credit Facility Lenders shall agree to provide any Credit Party with, or consent to a third party providing any Credit Party
with, any financing under Section 364 of the Bankruptcy Code or consent to any order for the use of cash collateral under Section
363 of the Bankruptcy Code (“DIP Financing”), with such DIP Financing to be secured by all or any portion of
the Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Collateral), then
the Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties, agrees that it will raise no objection, and will not
directly or indirectly support or act in concert with any other party in raising an objection, to such DIP Financing or to the
Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the Cash Flow
Agent securing the Cash Flow Obligations or on any other grounds (and will not request any adequate protection solely as a result
of such DIP Financing), so long as (i) the Cash Flow Agent retains its Lien on the Collateral to secure the Cash Flow
Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and,
as to the Cash Flow Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case
under the Bankruptcy Code and any Lien on any Cash Flow Priority Collateral securing such DIP Financing is junior and subordinate
to the Lien of the Cash Flow Agent on the Cash Flow Priority Collateral, (ii) all Liens on ABL Priority Collateral
securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Agent and the ABL Secured Parties on
the Collateral securing the ABL Obligations, and the Liens of any Additional ABL Agent and Additional ABL Secured Parties securing
the Additional ABL Obligations, on ABL Priority Collateral, (iii) if the ABL Agent and/or any ABL Secured Party, or
any Additional ABL Agent and/or any Additional ABL Secured Party, receives an adequate protection Lien on post-petition assets
of the debtor to secure the ABL Obligations or the Additional ABL Obligations, as the case may be, the Cash Flow Agent also receives
an adequate protection Lien on such post-petition assets of the debtor to secure the Cash Flow Obligations and (iv) the
terms of such DIP Financing do not require any Grantor to seek approval for any Plan of Reorganization that is not a Conforming
Plan of Reorganization; provided that (x) such Liens in favor of the ABL Agent, any Additional ABL Agent and
the Cash Flow Agent shall be subject to the provisions of Section 6.1(d) and (y) the foregoing provisions
of this Section 6.1(a) shall not prevent the Cash Flow Agent and the Cash Flow Secured Parties from objecting to any
provision in any DIP Financing relating to any provision or content of a Plan of Reorganization that is not a Conforming Plan of
Reorganization.


 




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(b)          If
any Credit Party shall be subject to any Insolvency Proceeding in the United States at any time prior to the Discharge of ABL Collateral
Obligations, and the ABL Agent or any ABL Credit Agreement Lenders, or any Additional ABL Agent or any Additional ABL Credit Facility
Lenders, shall agree to provide any Credit Party with, or consent to a third party providing any Credit Party with, any DIP Financing,
with such DIP Financing to be secured by all or any portion of the Collateral (including assets that, but for the application of
Section 552 of the Bankruptcy Code would be Collateral), then any Additional Cash Flow Agent, on behalf of itself and any Additional
Cash Flow Secured Parties represented thereby, agrees that it will raise no objection, and will not directly or indirectly support,
or act in concert with any other party in raising an objection, to such DIP Financing or to the Liens securing the same on the
grounds of a failure to provide “adequate protection” for the Liens of such Additional Cash Flow Agent securing the
Additional Cash Flow Obligations or on any other grounds (and will not request any adequate protection solely as a result of such
DIP Financing), so long as (i) such Additional Cash Flow Agent retains its Lien on the Collateral to secure the Additional
Cash Flow Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy
Code) and, as to the Cash Flow Priority Collateral only, such Lien has the same priority as existed prior to the commencement of
the case under the Bankruptcy Code and any Lien on any Cash Flow Priority Collateral securing such DIP Financing is junior and
subordinate to the Lien of such Additional Cash Flow Agent on the Cash Flow Priority Collateral (except as may be separately otherwise
agreed in writing by and between such Additional Cash Flow Agent, on behalf of itself and the Additional Cash Flow Secured Parties
represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties), or any Additional ABL Agent, on behalf
of itself and the Additional ABL Secured Parties represented thereby, (ii) all Liens on ABL Priority Collateral securing
any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Agent and the ABL Secured Parties securing the
ABL Obligations, and the Liens of any Additional ABL Agent and any Additional ABL Secured Parties securing the Additional ABL Obligations,
on ABL Priority Collateral, (iii) if the ABL Agent and/or any ABL Secured Party, or any Additional ABL Agent and/or
any Additional ABL Secured Party, receives an adequate protection Lien on post-petition assets of the debtor to secure the ABL
Obligations or the Additional ABL Obligations, as the case may be, such Additional Cash Flow Agent also receives an adequate protection
Lien on such post-petition assets of the debtor to secure the Additional Cash Flow Obligations and (iv) the terms of
such DIP Financing do not require any Grantor to seek approval for any Plan of Reorganization that is not a Conforming Plan of
Reorganization; provided that (x) such Liens in favor of the ABL Agent, any Additional ABL Agent and such Additional
Cash Flow Agent shall be subject to the provisions of Section 6.1(d) and (y) the foregoing provisions of
this Section 6.1(b) shall not prevent any Additional Cash Flow Agent and any Additional Cash Flow Secured Parties from objecting
to any provision in any DIP Financing relating to any provision or content of a Plan of Reorganization that is not a Conforming
Plan of Reorganization.


 


(c)          


 


(i)           If
the Original ABL Credit Agreement is then in effect, then in the event that any Additional ABL Agent or any Additional ABL Secured
Party proposes to enter into and consummate any DIP Financing (such proposed DIP Financing, the “Proposed DIP”),
then (x) such Additional ABL Agent or Additional ABL Secured Party, as applicable, shall provide written notice to
the ABL Agent thereof, which notice shall contain the material terms and conditions of such Proposed DIP (including with respect
to facility type, tenor, amounts, collateral, obligors, fees, pricing, covenant package and roles) (such notice, the “DIP
Offer”) at least five Business Days prior to the consummation of such Proposed DIP and (y) such Additional
ABL Agent or Additional ABL Secured Party, as applicable, hereby unconditionally and irrevocably grants to the ABL Agent and the
ABL Credit Agreement Lenders the right, but not an obligation, to enter into and consummate a DIP Financing either (A) on
the terms and conditions set forth in the DIP Offer, or (B) on the terms and conditions (including with respect to
facility type, tenor, amounts, collateral, obligors, fees, pricing, covenant package and roles) no less advantageous to the Credit
Parties than the terms and conditions (including with respect to facility type, tenor, amounts, collateral, obligors, fees, pricing,
covenant package and roles) of the Proposed DIP specified in the DIP Offer (collectively, the “Right of Last Refusal”).


 




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(ii)          To
exercise its Right of Last Refusal, the ABL Agent or any ABL Credit Agreement Lender shall, within three Business Days after receipt
by the ABL Agent of the DIP Offer, deliver a written notice to the Company Representative and each Additional ABL Agent, which
shall either specify that the ABL Agent or such ABL Credit Agreement Lender is willing to provide the DIP Financing on the terms
of the DIP Offer (such notice, the “Matching DIP Offer”) or provide the material terms and conditions (including
with respect to facility type, tenor, amounts, collateral, obligors, fees, pricing, covenant package and roles) of a DIP Financing
that the ABL Agent or such ABL Credit Agreement Lender is willing to provide (such notice, the “Alternative DIP Offer”).
If the ABL Agent or any ABL Credit Agreement Lender provides a Matching DIP Offer within the time period specified in the preceding
sentence, each Additional ABL Agent and Additional ABL Secured Party agrees not to provide (other than in its capacity as ABL Agent
or ABL Credit Agreement Lender, if applicable), and not to directly or indirectly support or act in concert with any other party
to provide, any DIP Financing and agrees that in such event the ABL Agent or such ABL Credit Agreement Lender shall have the sole
right as between the parties hereto to provide any DIP Financing.


 


(iii)         If
the Company Representative agrees to proceed with a Matching DIP Offer or an Alternative DIP Offer, then in each such case without
limiting any of the provisions of Section 6.1(a) or 6.1(b), each Additional ABL Agent, on behalf of itself and any
Additional ABL Secured Parties represented thereby, agrees that it will raise no objection, and will not directly or indirectly
support or act in concert with any other party in raising an objection, to such DIP Financing provided pursuant to such Matching
DIP Offer or Alternative DIP Offer, as the case may be, or to the Liens securing the same on the grounds of a failure to provide
“adequate protection” for the Liens of such Additional ABL Agent securing the Additional ABL Obligations or on any
other grounds (and will not request any adequate protection solely as a result of such applicable DIP Financing), so long as (1) such
Additional ABL Agent retains its Lien on the Collateral to secure the Additional ABL Obligations (in each case, including Proceeds
thereof arising after the commencement of the case under the Bankruptcy Code) and such Lien has the same priority as existed prior
to the commencement of the case under the Bankruptcy Code (subject only to any “super-priority” of the Liens securing
such DIP Financing) and (2) if the ABL Agent and/or any ABL Secured Party receives an adequate protection Lien on post-petition
assets of the debtor to secure the ABL Obligations, as the case may be, such Additional ABL Agent also receives an adequate protection
Lien on such post-petition assets of the debtor to secure the Additional ABL Obligations; provided that (A) such
Liens in favor of the ABL Agent and any Additional ABL Agent shall be subject to the provisions of Section 6.1(d) and (B) the
foregoing provisions of this Section 6.1(c) shall not prevent any Additional ABL Agent or any Additional ABL Secured Parties
from objecting to any provision in any DIP Financing relating to any provision or content of a Plan of Reorganization that is not
a Conforming Plan of Reorganization.


 




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(d)          All
Liens granted to the ABL Agent, the Cash Flow Agent or any Additional Agent in any Insolvency Proceeding, whether as adequate protection
or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and
conditions of this Agreement; provided, however, that the foregoing shall not alter the super-priority of any Liens
securing any DIP Financing in accordance with this Section 6.1.


 


Section 6.2 Relief From
Stay. Until the Discharge of ABL Collateral Obligations, the Cash Flow Agent, on behalf of itself and the Cash Flow Secured
Parties, and any Additional Cash Flow Agent, on behalf of itself and any Additional Cash Flow Secured Parties represented thereby,
agrees not to seek relief from the automatic stay or any other stay in any Insolvency Proceeding in respect of any portion of the
ABL Priority Collateral without the ABL Collateral Representative’s express written consent. Until the Discharge of Cash
Flow Collateral Obligations, the ABL Agent, on behalf of itself and the ABL Secured Parties, and any Additional ABL Agent, on behalf
of itself and any Additional ABL Secured Parties represented thereby, agrees not to seek relief from the automatic stay or any
other stay in any Insolvency Proceeding in respect of any portion of the Cash Flow Priority Collateral without the Cash Flow Collateral
Representative’s express written consent. In addition, none of the Cash Flow Agent (including in its capacity as Cash Flow
Collateral Representative, if applicable), the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable)
nor any Additional Agent (including in its capacity as Cash Flow Collateral Representative or ABL Collateral Representative, if
and as applicable) shall seek any relief from the automatic stay with respect to any Collateral without providing 30 days prior
written notice to each other Party, unless such period is agreed in writing by the ABL Agent, the Cash Flow Agent and each Additional
Agent to be modified.


 


Section 6.3 No Contest.
(a) The Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties, agrees that, prior to the Discharge of ABL Obligations,
none of them shall contest (or directly or indirectly support any other Person contesting) (i) any request by the ABL
Agent or any ABL Secured Party for adequate protection of its interest in the Collateral (unless in contravention of Section
6.1), or (ii) any objection by the ABL Agent or any ABL Secured Party to any motion, relief, action, or proceeding
based on a claim by the ABL Agent or any ABL Secured Party that its interests in the Collateral (unless in contravention of Section
6.1) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long
as any Liens granted to the ABL Agent as adequate protection of its interests are subject to this Agreement. Any Additional Agent,
on behalf of itself and any Additional Secured Parties represented thereby, agrees that, prior to the Discharge of ABL Obligations,
none of them shall contest (or directly or indirectly support any other Person contesting) (i) any request by the ABL
Agent or any ABL Secured Party for adequate protection of its interest in the Collateral (unless in contravention of Section
6.1), or (ii) any objection by the ABL Agent or any ABL Secured Party to any motion, relief, action, or proceeding
based on a claim by the ABL Agent or any ABL Secured Party that its interests in the Collateral (unless in contravention of Section
6.1) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long
as any Liens granted to the ABL Agent as adequate protection of its interests are subject to this Agreement (except as may be separately
otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Secured Parties represented
thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties).


 




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(b)          The
ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Cash Flow Obligations, none
of them shall contest (or directly or indirectly support any other Person contesting) (i) any request by the Cash Flow
Agent or any Cash Flow Secured Party for adequate protection of its interest in the Collateral (unless in contravention of Section
6.1), or (ii) any objection by the Cash Flow Agent or any Cash Flow Secured Party to any motion, relief, action
or proceeding based on a claim by the Cash Flow Agent or any Cash Flow Secured Party that its interests in the Collateral (unless
in contravention of Section 6.1) are not adequately protected (or any other similar request under any law applicable to
an Insolvency Proceeding), so long as any Liens granted to the Cash Flow Agent as adequate protection of its interests are subject
to this Agreement. Any Additional Agent, on behalf of itself and any Additional Secured Parties represented thereby, agrees that,
prior to the Discharge of Cash Flow Obligations, none of them shall contest (or directly or indirectly support any other Person
contesting) (i) any request by the Cash Flow Agent or any Cash Flow Secured Party for adequate protection of its interest
in the Collateral (unless in contravention of Section 6.1), or (ii) any objection by the Cash Flow Agent or
any Cash Flow Secured Party to any motion, relief, action or proceeding based on a claim by the Cash Flow Agent or any Cash Flow
Secured Party that its interests in the Collateral (unless in contravention of Section 6.1) are not adequately protected
(or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the Cash Flow
Agent as adequate protection of its interests are subject to this Agreement (except as may be separately otherwise agreed in writing
by and between such Additional Agent, on behalf of itself and the Additional Secured Parties represented thereby, and the Cash
Flow Agent, on behalf of itself and the Cash Flow Secured Parties).


 




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(c)          The
Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties, agrees that, prior to the Discharge of Additional Obligations,
none of them shall contest (or directly or indirectly support any other Person contesting) (i) any request by any Additional
Agent or any Additional Secured Party for adequate protection of its interest in the Collateral (unless in contravention of Section
6.1), or (ii) any objection by any Additional Agent or any Additional Secured Party to any motion, relief, action,
or proceeding based on a claim by any Additional Agent or any Additional Secured Party that its interests in the Collateral (unless
in contravention of Section 6.1) are not adequately protected (or any other similar request under any law applicable to
an Insolvency Proceeding), so long as any Liens granted to such Additional Agent as adequate protection of its interests are subject
to this Agreement (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself
and the Additional Secured Parties represented thereby, and the Cash Flow Agent, on behalf of itself and the Cash Flow Secured
Parties). The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Additional Obligations,
none of them shall contest (or directly or indirectly support any other Person contesting) (i) any request by any Additional
Agent or any Additional Secured Party for adequate protection of its interest in the Collateral (unless in contravention of Section
6.1), or (ii) any objection by any Additional Agent or any Additional Secured Party to any motion, relief, action,
or proceeding based on a claim by any Additional Agent or any Additional Secured Party that its interests in the Collateral (unless
in contravention of Section 6.1) are not adequately protected (or any other similar request under any law applicable to
an Insolvency Proceeding), so long as any Liens granted to such Additional Agent as adequate protection of its interests are subject
to this Agreement (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself
and the Additional Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties). Any
Additional Agent, on behalf of itself and any Additional Secured Parties represented thereby, agrees that, prior to the applicable
Discharge of Additional Obligations, none of them shall contest (or directly or indirectly support any other Person contesting)
(a) any request by any other Additional Agent or any Additional Secured Party represented by such other Additional
Agent for adequate protection of its interest in the Collateral (unless in contravention of Section 6.1), or (b) any
objection by such other Additional Agent or any Additional Secured Party to any motion, relief, action, or proceeding based on
a claim by any Additional Agent or any Additional Secured Party represented by such other Additional Agent that its interests in
the Collateral (unless in contravention of Section 6.1) are not adequately protected (or any other similar request under
any law applicable to an Insolvency Proceeding), so long as any Liens granted to such other Additional Agent as adequate protection
of its interests are subject to this Agreement (except as may be separately otherwise agreed in writing by and between such Additional
Agents, in each case on behalf of itself and the Additional Secured Parties represented thereby).


 


(d)          The
Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties, agrees that none of them shall contest (or directly or
indirectly support any other Person contesting) (i) any request by the ABL Agent or any ABL Secured Party for adequate
protection of its interest in the ABL Canadian Collateral (unless in contravention of Section 6.1), or (ii) any
objection by the ABL Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent
or any ABL Secured Party that its interests in the ABL Canadian Collateral (unless in contravention of Section 6.1) are
not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding).


 


Section 6.4 Asset Sales.
The Cash Flow Agent agrees, on behalf of itself and the Cash Flow Secured Parties, and any Additional Cash Flow Agent agrees, on
behalf of itself and any Additional Cash Flow Secured Parties represented thereby, that it will not oppose any sale consented to
by the ABL Agent, any Additional ABL Agent or the ABL Collateral Representative of any ABL Priority Collateral pursuant to Section
363(f) of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding) so long as the proceeds
of such sale are applied in accordance with this Agreement. The ABL Agent agrees, on behalf of itself and the ABL Secured Parties,
and each Additional ABL Agent agrees, on behalf of itself and any Additional ABL Secured Parties represented thereby, that it will
not oppose any sale consented to by the Cash Flow Agent, any Additional Cash Flow Agent or the Cash Flow Collateral Representative
of any Cash Flow Priority Collateral pursuant to Section 363(f) of the Bankruptcy Code (or any similar provision under the law
applicable to any Insolvency Proceeding) so long as the proceeds of such sale are applied in accordance with this Agreement. The
Cash Flow Agent agrees, on behalf of itself and the Cash Flow Secured Parties, that it will not oppose any sale consented to by
the ABL Agent, any Additional ABL Agent or the ABL Collateral Representative of any ABL Canadian Collateral pursuant to Section
363(f) of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding) so long as the proceeds
of such sale are applied in accordance with this Agreement.


 




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Section 6.5 Separate Grants
of Security and Separate Classification. Each Cash Flow Secured Party, the Cash Flow Agent, each Additional Cash Flow Secured
Party and each Additional Cash Flow Agent on the one hand and each ABL Secured Party, the ABL Agent, each Additional ABL Secured
Party and each Additional ABL Agent on the other hand acknowledges and agrees that (i) the grants of Liens pursuant
to the ABL Collateral Documents, the Cash Flow Collateral Documents, the Additional Cash Flow Collateral Documents and the Additional
ABL Collateral Documents constitute separate and distinct grants of Liens and (ii) because of, among other things,
their differing rights in the Collateral (including that the Cash Flow Secured Parties do not have a Lien on the ABL Canadian Collateral),
the Cash Flow Obligations and Additional Cash Flow Obligations are fundamentally different from the ABL Obligations and the Additional
ABL Obligations and must be separately classified in any Plan of Reorganization proposed, confirmed or adopted in an Insolvency
Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held by
a court of competent jurisdiction that the claims of the ABL Secured Parties and the Additional ABL Secured Parties, on the one
hand, and the Cash Flow Secured Parties and the Additional Cash Flow Secured Parties, on the other hand, in respect of the Collateral
constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties,
the Cash Flow Secured Parties, any Additional Cash Flow Secured Parties and any Additional ABL Secured Parties hereby acknowledge
and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims, Additional ABL Obligation
claims, Cash Flow Obligation claims and Additional Cash Flow Obligation claims against the Credit Parties (with the effect being
that, to the extent that the aggregate value of the ABL Priority Collateral or the Cash Flow Priority Collateral is sufficient
(for this purpose ignoring all claims held by the other Secured Parties), the ABL Secured Parties and the Additional ABL Secured
Parties or the Cash Flow Secured Parties and the Additional Cash Flow Secured Parties, respectively, shall be entitled to receive,
in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in
respect of post-petition interest, fees and expenses that is available from each pool of Priority Collateral for each of the ABL
Secured Parties and Additional ABL Secured Parties, on the one hand, and the Cash Flow Secured Parties and the Additional Cash
Flow Secured Parties, on the other hand, before any distribution is made from the applicable pool of Priority Collateral in respect
of the claims held by the other Secured Parties, with the other Secured Parties hereby acknowledging and agreeing to turn over
to the respective other Secured Parties amounts otherwise received or receivable by them from the applicable pool of Priority Collateral
to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate
recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, on behalf of itself
and the Additional Secured Parties represented thereby, and any other Additional Agent, on behalf of itself and the Additional
Secured Parties represented thereby, with respect to the Additional Obligations owing to any of such Additional Agent and Additional
Secured Parties.


 


Section 6.6 Enforceability.
The provisions of this Agreement are intended to be and shall be enforceable as a “subordination agreement” under Section
510(a) of the Bankruptcy Code.


 




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Section 6.7 ABL Obligations
Unconditional. All rights of the ABL Agent hereunder, and all agreements and obligations of the Cash Flow Agent, any Additional
Agent and the Credit Parties (to the extent applicable) hereunder, shall remain in full force and effect irrespective of:


 


(i)           any
lack of validity or enforceability of any ABL Document;


 


(ii)          any
change in the time, place or manner of payment of, or in any other term of, all or any portion of the ABL Obligations, or any amendment,
waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement
of any ABL Document;


 


(iii)         any
exchange, release, voiding, avoidance or non-perfection of any security interest in any Collateral or any other collateral, or
any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement,
refunding, restatement or increase of all or any portion of the ABL Obligations or any guarantee thereof;


 


(iv)         the
commencement of any Insolvency Proceeding in respect of the Company or any other Credit Party; or


 


(v)          any
other circumstances that otherwise might constitute a defense available to, or a discharge of, any Credit Party in respect of the
ABL Obligations, or of any of the Cash Flow Agent, any Additional Agent or any Credit Party, to the extent applicable, in respect
of this Agreement.


 


Section 6.8 Cash Flow
Obligations Unconditional. All rights of the Cash Flow Agent hereunder, and all agreements
and obligations of the ABL Agent, any Additional Agent and the Credit Parties (to the extent applicable) hereunder, shall remain
in full force and effect irrespective of:


 


(i)           any
lack of validity or enforceability of any Cash Flow Document;


 


(ii)          any
change in the time, place or manner of payment of, or in any other term of, all or any portion of the Cash Flow Obligations, or
any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding
or restatement of any Cash Flow Document;


 


(iii)         any
exchange, release, voiding, avoidance or non-perfection of any security interest in any Collateral, or any other collateral, or
any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement,
refunding, restatement or increase of all or any portion of the Cash Flow Obligations or any guarantee thereof;


 


(iv)         the
commencement of any Insolvency Proceeding in respect of the Company or any other Credit Party; or


 




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(v)          any
other circumstances that otherwise might constitute a defense available to, or a discharge of, any Credit Party in respect of the
Cash Flow Obligations, or of any of the ABL Agent, any Additional Agent or any Credit Party, to the extent applicable, in respect
of this Agreement.


 


Section 6.9 Additional
Obligations Unconditional. All rights of any Additional Agent hereunder, and all agreements and obligations of the ABL Agent,
the Cash Flow Agent and the Credit Parties (to the extent applicable) hereunder, shall remain in full force and effect irrespective
of:


 


(i)           any
lack of validity or enforceability of any Additional Document;


 


(ii)          any
change in the time, place or manner of payment of, or in any other term of, all or any portion of the Additional Obligations, or
any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding
or restatement of any Additional Document;


 


(iii)         any
exchange, release, voiding, avoidance or non-perfection of any security interest in any Collateral, or any other collateral, or
any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement,
refunding, restatement or increase of all or any portion of the Additional Obligations or any guarantee thereof;


 


(iv)         the
commencement of any Insolvency Proceeding in respect of the Company or any other Credit Party; or


 


(v)          any
other circumstances that otherwise might constitute a defense available to, or a discharge of, any Credit Party in respect of the
Additional Obligations, or of any of the ABL Agent, the Cash Flow Agent or any Credit Party, to the extent applicable, in respect
of this Agreement.


 


Section 6.10 Adequate
Protection. Except to the extent expressly provided in Section 6.1 and this Section 6.10, nothing in this Agreement
shall limit the rights of (x) the ABL Agent and the ABL Secured Parties, (y) the Cash Flow Agent and the
Cash Flow Secured Parties, or (z) any Additional Agent and the Additional Secured Parties, respectively, from seeking
or requesting adequate protection with respect to their interests in the applicable Priority Collateral in any Insolvency Proceeding,
including adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral
or otherwise; provided that:


 


(a)          in
the event that the ABL Agent, on behalf of itself or any of the ABL Secured Parties, seeks or requests adequate protection in respect
of the ABL Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets
of the type of assets that constitute Cash Flow Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL
Secured Parties, agrees that the Cash Flow Agent shall also be granted a senior Lien on such collateral as security for the Cash
Flow Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to any Lien on such collateral
securing the Cash Flow Obligations;


 




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(b)          in
the event that the ABL Agent, on behalf of itself or any of the ABL Secured Parties, seeks or requests adequate protection in respect
of the ABL Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets
of the type of assets that constitute Cash Flow Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL
Secured Parties, agrees that any Additional Cash Flow Agent shall also be granted a senior Lien on such collateral as security
for the Additional Cash Flow Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate
to any Lien on such collateral securing the Additional Cash Flow Obligations (except as may be separately otherwise agreed in writing
by and between such Additional Cash Flow Agent, on behalf of itself and the Additional Cash Flow Secured Parties represented thereby,
and the ABL Agent, on behalf of itself and the ABL Secured Parties);


 


(c)          in
the event that the Cash Flow Agent, on behalf of itself or any of the Cash Flow Secured Parties, seeks or requests adequate protection
in respect of the Cash Flow Obligations and such adequate protection is granted in the form of a Lien on additional collateral
comprising assets of the type of assets that constitute ABL Priority Collateral, then the Cash Flow Agent, on behalf of itself
and each of the Cash Flow Secured Parties, agrees that the ABL Agent shall also be granted a senior Lien on such collateral as
security for the ABL Obligations and that any Lien on such collateral securing the Cash Flow Obligations shall be subordinate to
the Lien on such collateral securing the ABL Obligations;


 


(d)          in
the event that the Cash Flow Agent, on behalf of itself or any of the Cash Flow Secured Parties, seeks or requests adequate protection
in respect of the Cash Flow Obligations and such adequate protection is granted in the form of a Lien on additional collateral
comprising assets of the type of assets that constitute ABL Priority Collateral, then the Cash Flow Agent, on behalf of itself
and each of the Cash Flow Secured Parties, agrees that any Additional ABL Agent shall also be granted a senior Lien on such collateral
as security for the Additional ABL Obligations and that any Lien on such collateral securing the Cash Flow Obligations shall be
subordinate to any Lien on such collateral securing the Additional ABL Obligations (except as may be separately otherwise agreed
in writing by and between such Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby,
and the Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties);


 


(e)          in
the event that any Additional Cash Flow Agent, on behalf of itself or any Additional Cash Flow Secured Parties, seeks or requests
adequate protection in respect of the Additional Cash Flow Obligations and such adequate protection is granted in the form of a
Lien on additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then such Additional
Cash Flow Agent, on behalf of itself and any Additional Cash Flow Secured Parties represented thereby, agrees that the ABL Agent
shall also be granted a senior Lien on such collateral as security for the ABL Obligations and that any Lien on such collateral
securing the Additional Cash Flow Obligations shall be subordinate to the Lien on such collateral securing the ABL Obligations
(except as may be separately otherwise agreed in writing by and between the ABL Agent, on behalf of itself and the ABL Secured
Parties, and such Additional Cash Flow Agent, on behalf of itself and the Additional Cash Flow Secured Parties represented thereby);


 




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(f)           in
the event that any Additional Cash Flow Agent, on behalf of itself or any Additional Cash Flow Secured Parties, seeks or requests
adequate protection in respect of the Additional Cash Flow Obligations and such adequate protection is granted in the form of a
Lien on additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then such Additional
Cash Flow Agent, on behalf of itself and any Additional Cash Flow Secured Party represented thereby, agrees that any Additional
ABL Agent shall also be granted a senior Lien on such collateral as security for the Additional ABL Obligations and that any Lien
on such collateral securing the Additional Cash Flow Obligations shall be subordinate to the Lien on such collateral securing the
Additional ABL Obligations (except as may be separately otherwise agreed in writing by and between such Additional ABL Agent, on
behalf of itself and the Additional ABL Secured Parties represented thereby, and such Additional Cash Flow Agent, on behalf of
itself and the Additional Cash Flow Secured Parties represented thereby);


 


(g)          in
the event that any Additional ABL Agent, on behalf of itself or any Additional ABL Secured Party, seeks or requests adequate protection
in respect of the Additional ABL Obligations and such adequate protection is granted in the form of a Lien on additional collateral
comprising assets of the type of assets that constitute Cash Flow Priority Collateral, then such Additional ABL Agent, on behalf
of itself and any Additional ABL Secured Party represented thereby, agrees that the Cash Flow Agent shall also be granted a senior
Lien on such collateral as security for the Cash Flow Obligations and that any Lien on such collateral securing the Additional
ABL Obligations shall be subordinate to the Lien on such collateral securing the Cash Flow Obligations (except as may be separately
otherwise agreed in writing by and between such Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties
represented thereby, and the Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties);


 


(h)          in
the event that any Additional ABL Agent, on behalf of itself or any Additional ABL Secured Party, seeks or requests adequate protection
in respect of the Additional ABL Obligations and such adequate protection is granted in the form of a Lien on additional collateral
comprising assets of the type of assets that constitute Cash Flow Priority Collateral, then such Additional ABL Agent, on behalf
of itself and any Additional ABL Secured Party represented thereby, agrees that any Additional Cash Flow Agent shall also be granted
a senior Lien on such collateral as security for the Additional Cash Flow Obligations and that any Lien on such collateral securing
the Additional ABL Obligations shall be subordinate to the Lien on such collateral securing the Additional Cash Flow Obligations
(except as may be separately otherwise agreed in writing by and between such Additional ABL Agent, on behalf of itself and the
Additional ABL Secured Parties represented thereby, and such Additional Cash Flow Agent, on behalf of itself and the Additional
Cash Flow Secured Parties represented thereby); and


 


(i)           for
the avoidance of doubt, (i) no Cash Flow Secured Party may seek or request adequate protection in the form of a Lien on
any ABL Canadian Collateral without the express written consent of the ABL Agent and (ii) the provisions of this Section
6.10 shall not otherwise apply to any adequate protection Liens that any ABL Secured Party may receive on the ABL Canadian
Collateral.


 




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ARTICLE 7


 


Miscellaneous


 


Section 7.1 Rights of
Subrogation. The Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties, agrees that no payment by the Cash
Flow Agent or any Cash Flow Secured Party to the ABL Agent or any ABL Secured Party pursuant to the provisions of this Agreement
shall entitle the Cash Flow Agent or any Cash Flow Secured Party to exercise any rights of subrogation in respect thereof until
the Discharge of ABL Obligations shall have occurred. Following the Discharge of ABL Obligations, the ABL Agent agrees to execute
such documents, agreements, and instruments as the Cash Flow Agent or any Cash Flow Secured Party may reasonably request to evidence
the transfer by subrogation to any such Person of an interest in the ABL Obligations resulting from payments to the ABL Agent by
such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith
by the ABL Agent are paid by such Person upon request for payment thereof.


 


The Cash Flow Agent, on behalf
of itself and the Cash Flow Secured Parties, agrees that no payment by the Cash Flow Agent or any Cash Flow Secured Party to any
Additional ABL Agent or any Additional ABL Secured Party represented thereby pursuant to the provisions of this Agreement shall
entitle the Cash Flow Agent or any Cash Flow Secured Party to exercise any rights of subrogation in respect thereof until the Discharge
of Additional ABL Obligations with respect to the Additional ABL Obligations owed to such Additional ABL Secured Parties shall
have occurred. Following the Discharge of Additional ABL Obligations with respect to the Additional ABL Obligations owed to such
Additional ABL Secured Parties, such Additional ABL Agent agrees to execute such documents, agreements, and instruments as the
Cash Flow Agent or any Cash Flow Secured Party may reasonably request to evidence the transfer by subrogation to any such Person
of an interest in the applicable Additional ABL Obligations resulting from payments to such Additional ABL Agent by such Person,
so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such
Additional ABL Agent are paid by such Person upon request for payment thereof.


 


The ABL Agent, on behalf
of itself and the ABL Secured Parties, agrees that no payment by the ABL Agent or any ABL Secured Party to the Cash Flow Agent
or any Cash Flow Secured Party pursuant to the provisions of this Agreement shall entitle the ABL Agent or any ABL Secured Party
to exercise any rights of subrogation in respect thereof until the Discharge of Cash Flow Obligations shall have occurred. Following
the Discharge of Cash Flow Obligations, the Cash Flow Agent agrees to execute such documents, agreements, and instruments as the
ABL Agent or any ABL Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest
in the Cash Flow Obligations resulting from payments to the Cash Flow Agent by such Person, so long as all costs and expenses (including
all reasonable legal fees and disbursements) incurred in connection therewith by the Cash Flow Agent are paid by such Person upon
request for payment thereof.


 




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The ABL Agent, on behalf
of itself and the ABL Secured Parties, agrees that no payment by the ABL Agent or any ABL Secured Party to any Additional Cash
Flow Agent or any Additional Cash Flow Secured Party represented thereby pursuant to the provisions of this Agreement shall entitle
the ABL Agent or any ABL Secured Party to exercise any rights of subrogation in respect thereof until the Discharge of Additional
Cash Flow Obligations with respect to the Additional Cash Flow Obligations owed to such Additional Cash Flow Secured Parties shall
have occurred. Following the Discharge of Additional Cash Flow Obligations with respect to the Additional Cash Flow Obligations
owed to such Additional Cash Flow Secured Parties, such Additional Cash Flow Agent agrees to execute such documents, agreements,
and instruments as the ABL Agent or any ABL Secured Party may reasonably request to evidence the transfer by subrogation to any
such Person of an interest in the applicable Additional Cash Flow Obligations resulting from payments to such Additional Cash Flow
Agent by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection
therewith by such Additional Cash Flow Agent are paid by such Person upon request for payment thereof.


 


Any Additional Cash Flow
Agent, on behalf of itself and any Additional Cash Flow Secured Parties represented thereby, agrees that no payment by such Additional
Cash Flow Agent or any such Additional Cash Flow Secured Party to the ABL Agent or any ABL Secured Party pursuant to the provisions
of this Agreement shall entitle such Additional Cash Flow Agent or any such Additional Cash Flow Secured Party to exercise any
rights of subrogation in respect thereof until the Discharge of ABL Obligations shall have occurred. Following the Discharge of
ABL Obligations, the ABL Agent agrees to execute such documents, agreements, and instruments as such Additional Cash Flow Agent
or any such Additional Cash Flow Secured Party may reasonably request to evidence the transfer by subrogation to any such Person
of an interest in the ABL Obligations resulting from payments to the ABL Agent by such Person, so long as all costs and expenses
(including all reasonable legal fees and disbursements) incurred in connection therewith by the ABL Agent are paid by such Person
upon request for payment thereof.


 


Any Additional Cash Flow
Agent, on behalf of itself and any Additional Cash Flow Secured Parties represented thereby, agrees that no payment by such Additional
Cash Flow Agent or any such Additional Cash Flow Secured Party to any Additional ABL Agent or any Additional ABL Secured Party
pursuant to the provisions of this Agreement shall entitle such Additional Cash Flow Agent or any such Additional Cash Flow Secured
Party to exercise any rights of subrogation in respect thereof until the Discharge of Additional ABL Obligations with respect to
the Additional ABL Obligations owed to such Additional ABL Secured Parties shall have occurred. Following the Discharge of Additional
ABL Obligations with respect to the Additional ABL Obligations owed to such Additional ABL Secured Parties, any Additional ABL
Agent agrees to execute such documents, agreements, and instruments as such Additional Cash Flow Agent or any such Additional Cash
Flow Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Additional
ABL Obligations resulting from payments to such Additional ABL Agent by such Person, so long as all costs and expenses (including
all reasonable legal fees and disbursements) incurred in connection therewith by such Additional ABL Agent are paid by such Person
upon request for payment thereof.


 




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Any Additional ABL Agent,
on behalf of itself and any Additional ABL Secured Parties represented thereby, agrees that no payment by such Additional ABL Agent
or any such Additional ABL Secured Party to the Cash Flow Agent or any Cash Flow Secured Party pursuant to the provisions of this
Agreement shall entitle such Additional ABL Agent or any such Additional ABL Secured Party to exercise any rights of subrogation
in respect thereof until the Discharge of Cash Flow Obligations shall have occurred. Following the Discharge of Cash Flow Obligations,
the Cash Flow Agent agrees to execute such documents, agreements, and instruments as such Additional ABL Agent or any such Additional
ABL Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Cash
Flow Obligations resulting from payments to the Cash Flow Agent by such Person, so long as all costs and expenses (including all
reasonable legal fees and disbursements) incurred in connection therewith by the Cash Flow Agent are paid by such Person upon request
for payment thereof.


 


Any Additional ABL Agent,
on behalf of itself and any Additional ABL Secured Parties represented thereby, agrees that no payment by such Additional ABL Agent
or any such Additional ABL Secured Party to any Additional Cash Flow Agent or any Additional Cash Flow Secured Party pursuant to
the provisions of this Agreement shall entitle such Additional ABL Agent or any such Additional ABL Secured Party to exercise any
rights of subrogation in respect thereof until the Discharge of Additional Cash Flow Obligations with respect to the Additional
Cash Flow Obligations owed to such Additional Cash Flow Secured Parties shall have occurred. Following the Discharge of Additional
Cash Flow Obligations with respect to the Additional Cash Flow Obligations owed to such Additional Cash Flow Secured Parties, any
Additional Cash Flow Agent agrees to execute such documents, agreements, and instruments as such Additional ABL Agent or any such
Additional ABL Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in
the Additional Cash Flow Obligations resulting from payments to such Additional Cash Flow Agent by such Person, so long as all
costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Additional
Cash Flow Agent are paid by such Person upon request for payment thereof.


 


Section 7.2 Further Assurances.
The Parties will, at their own expense and at any time and from time to time, promptly execute and deliver all further instruments
and documents, and take all further action, that may be necessary or desirable, or that any Party may reasonably request, in order
to protect any right or interest granted or purported to be granted hereby or to enable such Party to exercise and enforce its
rights and remedies hereunder; provided, however, that no Party shall be required to pay over any payment or distribution,
execute any instruments or documents, or take any other action referred to in this Section 7.2, to the extent that such
action would contravene any law, order or other legal requirement or any of the terms or provisions of this Agreement, and in the
event of a controversy or dispute, such Party may interplead any payment or distribution in any court of competent jurisdiction,
without further responsibility in respect of such payment or distribution under this Section 7.2.


 


Section 7.3 Representations.
The Cash Flow Agent represents and warrants to the ABL Agent and any Additional Agent that it has the requisite power and authority
under the Cash Flow Documents to enter into, execute, deliver, and carry out the terms of this Agreement on behalf of itself and
the Cash Flow Secured Parties. The ABL Agent represents and warrants to the Cash Flow Agent and any Additional Agent that it has
the requisite power and authority under the ABL Documents to enter into, execute, deliver, and carry out the terms of this Agreement
on behalf of itself and the ABL Secured Parties. Any Additional Agent represents and warrants to the Cash Flow Agent, the ABL Agent
and any other Additional Agent that it has the requisite power and authority under the applicable Additional Documents to enter
into, execute, deliver, and carry out the terms of this Agreement on behalf of itself and any Additional Secured Parties represented
thereby.


 




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Section 7.4 Amendments.
(a) No amendment, modification or waiver of any provision of this Agreement, and no consent to any departure by any Party hereto,
shall be effective unless it is in a written agreement executed by the Cash Flow Agent, the ABL Agent and any Additional Agent.
Notwithstanding the foregoing, the Company Representative may, without the consent of any Party hereto, amend this Agreement to
add an Additional Agent by (x) executing an Additional Indebtedness Joinder as provided in Section 7.11 or (y) executing
a joinder agreement in substantially the form of Exhibit C attached hereto as provided for in the definition of “ABL
Credit Agreement” or “Cash Flow Credit Agreement”, as applicable. No amendment, modification or waiver
of any provision of this Agreement, and no consent to any departure therefrom by any Party hereto, that changes, alters, modifies
or otherwise adversely affects any power, privilege, right, remedy, liability or obligation of, or otherwise affects in any manner,
any Additional Agent that is not then a Party, or any Additional Secured Party not then represented by an Additional Agent that
is then a Party (including any change, alteration, modification or other effect upon any power, privilege, right, remedy, liability
or obligation of or other adverse effect upon any such Additional Agent or Additional Secured Party that may at any subsequent
time become a Party or beneficiary hereof) shall be effective unless it is consented to in writing by the Company Representative
(regardless of whether any such Additional Agent or Additional Secured Party ever becomes a Party or beneficiary hereof). Any amendment,
modification or waiver of any provision of this Agreement that would have the effect, directly or indirectly, through any reference
in any Credit Document to this Agreement or otherwise, of waiving, amending, supplementing or otherwise modifying such Credit Document,
or any term or provision thereof, or any right or obligation of the Company or any other Credit Party thereunder or in respect
thereof, shall not be given such effect except pursuant to a written instrument executed by the Company Representative and each
other affected Credit Party.


 


(b)          In
the event that the ABL Agent that is the ABL Collateral Representative or the requisite ABL Secured Parties represented thereby
enter into any amendment, waiver or consent in respect of or replacing any ABL Collateral Document for the purpose of adding to,
or deleting from, or waiving or consenting to any departure from any provisions of, any ABL Collateral Document relating to the
ABL Priority Collateral or changing in any manner the rights of the ABL Agent, the ABL Secured Parties, or any ABL Credit Party
with respect to the ABL Priority Collateral (including, subject to Section 2.4(f), the release of any Liens thereon), then
such amendment, waiver or consent shall apply automatically to any comparable provision of each Cash Flow Collateral Document and
each Additional Cash Flow Collateral Document, in each case without the consent of, or any action by, any Cash Flow Agent or any
Cash Flow Secured Party or any Additional Cash Flow Agent or Additional Cash Flow Secured Party, as applicable; provided,
that such amendment, waiver or consent does not materially adversely affect the rights of the Cash Flow Secured Parties or the
Additional Cash Flow Secured Parties, as applicable, or the interests of the Cash Flow Secured Parties or the Additional Cash Flow
Secured Parties, as applicable, in the Cash Flow Priority Collateral. The ABL Agent shall give written notice of such amendment,
waiver or consent to the Cash Flow Agent and each Additional Cash Flow Agent; provided that the failure to give such notice
shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Cash Flow Collateral
Document or any Additional Cash Flow Collateral Document as set forth in this Section 7.4(b).


 




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(c)          In
the event that the ABL Agent that is the ABL Collateral Representative or the requisite ABL Secured Parties represented thereby
enter into any amendment, waiver or consent in respect of or replacing any ABL Collateral Document for the purpose of adding to,
or deleting from, or waiving or consenting to any departure from any provisions of, any ABL Collateral Document relating to the
ABL Priority Collateral or changing in any manner the rights of the ABL Agent, the ABL Secured Parties, or any ABL Credit Party
with respect to the ABL Priority Collateral (including, subject to Section 2.4(f), the release of any Liens thereon ), then
such amendment, waiver or consent shall apply automatically to any comparable provision of each ABL Collateral Document and each
Additional ABL Collateral Document, in each case without the consent of, or any action by, any Additional ABL Agent or any Additional
ABL Secured Party (except as may be separately otherwise agreed in writing by and between such Additional ABL Agent, on behalf
of itself and the Additional ABL Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured
Parties); provided, that such amendment, waiver or consent does not materially adversely affect the rights or interests
of the Additional ABL Secured Parties in the ABL Priority Collateral. The ABL Agent shall give written notice of such amendment,
waiver or consent to each Additional ABL Agent; provided that the failure to give such notice shall not affect the effectiveness
of such amendment, waiver or consent with respect to the provisions of any Additional ABL Collateral Document as set forth in this
Section 7.4(c).


 


(d)          In
the event that the Cash Flow Agent that is the Cash Flow Collateral Representative or the requisite Cash Flow Secured Parties represented
thereby enter into any amendment, waiver or consent in respect of or replacing any Cash Flow Collateral Document for the purpose
of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Cash Flow Collateral Document
relating to the Cash Flow Priority Collateral or changing in any manner the rights of the Cash Flow Agent, the Cash Flow Secured
Parties, or any Cash Flow Credit Party with respect to the Cash Flow Priority Collateral (including, subject to Section 2.4(f),
the release of any Liens thereon), then such amendment, waiver or consent shall apply automatically to any comparable provision
of each ABL Collateral Document and each Additional ABL Collateral Document, in each case without the consent of, or any action
by, the ABL Agent or any ABL Secured Party or any Additional ABL Agent or Additional ABL Secured Party, as applicable (except as
may be separately otherwise agreed in writing by and between the Cash Flow Agent, on behalf of itself and the Cash Flow Secured
Parties, and (x) the ABL Agent, on behalf of itself and the ABL Secured Parties, and (y) any Additional
ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby); provided, that such amendment,
waiver or consent does not materially adversely affect the rights or interests of the ABL Secured Parties or the Additional ABL
Secured Parties, as applicable, in the ABL Priority Collateral. The Cash Flow Agent shall give written notice of such amendment,
waiver or consent to the ABL Agent and each Additional ABL Agent; provided that the failure to give such notice shall not
affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any ABL Collateral Document or
Additional ABL Collateral Document as set forth in this Section 7.4(d).


 




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(e)          In
the event that the Cash Flow Agent that is the Cash Flow Collateral Representative or the requisite Cash Flow Secured Parties represented
thereby enter into any amendment, waiver or consent in respect of or replacing any Cash Flow Collateral Document for the purpose
of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Cash Flow Collateral Document
relating to the Cash Flow Priority Collateral or changing in any manner the rights of the Cash Flow Agent, the Cash Flow Secured
Parties, or any Cash Flow Credit Party with respect to the Cash Flow Priority Collateral (including, subject to Section 2.4(f),
the release of any Liens thereon), then such amendment, waiver or consent shall apply automatically to any comparable provision
of each Additional Cash Flow Collateral Document without the consent of, or any action by, any Additional Cash Flow Agent or Additional
Cash Flow Secured Party (except as may be separately otherwise agreed in writing by and between such Additional Cash Flow Agent,
on behalf of itself and the Additional Cash Flow Secured Parties represented thereby, and the Cash Flow Agent, on behalf of itself
and the Cash Flow Secured Parties); provided, that such amendment, waiver or consent does not materially adversely affect
the rights or interests of the Additional Cash Flow Secured Parties in the Collateral. The applicable Cash Flow Agent shall give
written notice of such amendment, waiver or consent to each Additional Cash Flow Agent; provided that the failure to give
such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Additional
Cash Flow Collateral Document as set forth in this Section 7.4(e).


 


(f)           In
the event that any Additional Cash Flow Agent that is the Cash Flow Collateral Representative or the requisite Additional Cash
Flow Secured Parties represented thereby enter into any amendment, waiver or consent in respect of or replacing any Additional
Cash Flow Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any
provisions of, any Additional Cash Flow Collateral Document relating to the Cash Flow Priority Collateral or changing in any manner
the rights of the Additional Cash Flow Agent, the Additional Cash Flow Secured Parties, or any Additional Cash Flow Credit Party
with respect to the Cash Flow Priority Collateral (including, subject to Section 2.4(f), the release of any Liens thereon),
then such amendment, waiver or consent shall apply automatically to any comparable provision of each ABL Collateral Document and
each Additional ABL Collateral Document, in each case without the consent of, or any action by, the ABL Agent or any ABL Secured
Party or any Additional ABL Agent or Additional ABL Secured Party, as applicable (except as may be separately otherwise agreed
in writing by and between (x) such Additional Cash Flow Agent, on behalf of itself and the Additional Cash Flow Secured
Parties represented thereby, and (y) the ABL Agent, on behalf of itself and the ABL Secured Parties, or such Additional
ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby); provided, that such amendment,
waiver or consent does not materially adversely affect the rights or interests of the ABL Secured Parties or the Additional ABL
Secured Parties, as applicable, in the ABL Priority Collateral (including any license or right of use granted to them by any Credit
Party pursuant to any ABL Collateral Document or Additional ABL Collateral Document (as applicable) with respect to Intellectual
Property owned by such Credit Party as it pertains to the ABL Priority Collateral). The applicable Additional Cash Flow Agent shall
give written notice of such amendment, waiver or consent to the ABL Agent and each Additional ABL Agent; provided that the
failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions
of any ABL Collateral Document or Additional ABL Collateral Document as set forth in this Section 7.4(f).


 




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(g)          In
the event that any Additional Cash Flow Agent that is the Cash Flow Collateral Representative or the requisite Additional Cash
Flow Secured Parties represented thereby enter into any amendment, waiver or consent in respect of or replacing any Additional
Cash Flow Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any
provisions of, any Additional Cash Flow Collateral Document relating to the Cash Flow Priority Collateral or changing in any manner
the rights of the Additional Cash Flow Agent, the Additional Cash Flow Secured Parties, or any Additional Cash Flow Credit Party
with respect to the Cash Flow Priority Collateral (including, subject to Section 2.4(f), the release of any Liens thereon),
then such amendment, waiver or consent shall apply automatically to any comparable provision of each Cash Flow Collateral Document
and (with respect to any other Additional Cash Flow Credit Facility) each Additional Cash Flow Collateral Document, in each case
without the consent of, or any action by, the Cash Flow Agent or any Cash Flow Secured Party or (with respect to any other Additional
Cash Flow Credit Facility) any other Additional Cash Flow Agent or related Additional Cash Flow Secured Party, as applicable (except
as may be separately otherwise agreed in writing by and between (x) such Additional Cash Flow Agent, on behalf of itself
and the Additional Cash Flow Secured Parties represented thereby, and (y) the Cash Flow Agent, on behalf of itself
and the Cash Flow Secured Parties, or such other Additional Cash Flow Agent, on behalf of itself and the Additional Cash Flow Secured
Parties represented thereby); provided, that such amendment, waiver or consent does not materially adversely affect the
rights or interests of the Cash Flow Secured Parties or such other Additional Cash Flow Secured Parties, as applicable, in the
Collateral. The applicable Additional Cash Flow Agent shall give written notice of such amendment, waiver or consent to the Cash
Flow Agent and each such other Additional Cash Flow Agent; provided that the failure to give such notice shall not affect
the effectiveness of such amendment, waiver or consent with respect to the provisions of any Cash Flow Collateral Document or Additional
Cash Flow Collateral Document as set forth in this Section 7.4(g).


 


(h)          In
the event that any Additional ABL Agent that is the ABL Collateral Representative or the requisite Additional ABL Secured Parties
represented thereby enter into any amendment, waiver or consent in respect of or replacing any Additional ABL Collateral Document
for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of any Additional
ABL Collateral Document relating to the ABL Priority Collateral or changing in any manner the rights of such Additional ABL Agent,
such Additional ABL Secured Parties, or any Additional ABL Credit Party with respect to the ABL Priority Collateral (including,
subject to Section 2.4(f), the release of any Liens thereon), then such amendment, waiver or consent shall apply automatically
to any comparable provision of each Cash Flow Collateral Document and each Additional Cash Flow Collateral Document, in each case
without the consent of, or any action by, the Cash Flow Agent or any Cash Flow Secured Party or any Additional Cash Flow Agent
or Additional Cash Flow Secured Party, as applicable; provided, that such amendment, waiver or consent does not materially
adversely affect the rights or interests of the Cash Flow Secured Parties or the Additional Cash Flow Secured Parties, as applicable,
in the Cash Flow Priority Collateral (including any license or right of use granted to them by any Credit Party pursuant to any
Cash Flow Collateral Document or Additional Cash Flow Collateral Document (as applicable) with respect to Intellectual Property
owned by such Credit Party as it pertains to the Cash Flow Priority Collateral). The applicable Additional ABL Agent shall give
written notice of such amendment, waiver or consent to the Cash Flow Agent and each Additional Cash Flow Agent; provided
that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the
provisions of any Cash Flow Collateral Document or Additional Cash Flow Collateral Document as set forth in this Section 7.4(h).


 




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(i)           In
the event that any Additional ABL Agent that is the ABL Collateral Representative or the requisite Additional ABL Secured Parties
represented thereby enter into any amendment, waiver or consent in respect of or replacing any Additional ABL Collateral Document
for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Additional
ABL Collateral Document relating to the ABL Priority Collateral or changing in any manner the rights of such Additional ABL Agent,
such Additional ABL Secured Parties, or any Additional ABL Credit Party with respect to the ABL Priority Collateral (including,
subject to Section 2.4(f), the release of any Liens thereon), then such amendment, waiver or consent shall apply automatically
to any comparable provision of each ABL Collateral Document and (with respect to any other Additional ABL Credit Facility) each
Additional ABL Collateral Document, in each case without the consent of, or any action by, the ABL Agent or any ABL Secured Party
or (with respect to any other Additional ABL Credit Facility) any other Additional ABL Agent or related Additional ABL Secured
Party (except as may be separately otherwise agreed in writing by and between (x) such Additional ABL Agent, on behalf
of itself and the Additional ABL Secured Parties represented thereby, and (y) the ABL Agent, on behalf of itself and
the ABL Secured Parties, or such other Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented
thereby); provided, that such amendment, waiver or consent does not materially adversely affect the rights or interests
of the ABL Secured Parties or such other Additional ABL Secured Parties in the Collateral. The applicable Additional ABL Agent
shall give written notice of such amendment, waiver or consent to the ABL Agent and each such other Additional ABL Agent; provided
that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the
provisions of any ABL Collateral Document or Additional ABL Collateral Document as set forth in this Section 7.4(i).


 


Section 7.5 Addresses
for Notices. Unless otherwise specifically provided herein, any notice or other communication herein required or permitted
to be given shall be in writing and may be personally served, faxed, sent by electronic mail or sent by overnight express courier
service or United States mail and shall be deemed to have been given when delivered in person or by courier service, upon receipt
of a facsimile or upon receipt of electronic mail sent (except that, if not given during normal business hours for the recipient,
shall be deemed to have been given at the opening of business on the next Business Day for the recipient) or five days after deposit
in the United States mail (certified, with postage prepaid and properly addressed). For the purposes hereof, the addresses of the
parties hereto (until notice of a change thereof is delivered as provided in this Section) shall be as set forth below or, as to
each party, at such other address as may be designated by such party in a written notice to all of the other parties.


 


	ABL Agent:	UBS AG, Stamford Branch
	 	600 Washington Boulevard
	 	Stamford, CT 06901
	 	Attention:  Agency Group
	 	Facsimile:  (203) 719-3888
	 	Email:  Agency-UBSAmericas@ubs.com


 




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	Cash Flow Agent:	JPMorgan Chase Bank, N.A.
	 	500 Stanton Christiana Road
	 	Newark, DE 19713
	 	Attention:  William Tanzilli
	 	Facsimile:  (302) 634-8459
	 	Telephone:  (302) 552-6955
	 	Email:  william.tanzilli@chase.com
	 	 
	Any Additional Agent:	As set forth in the Additional Indebtedness Joinder executed and delivered by such Additional Agent pursuant to Section 7.11.


 


Section 7.6 No Waiver,
Remedies. No failure on the part of any Party to exercise, and no delay in exercising, any right hereunder shall operate as
a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof
or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.


 


Section 7.7 Continuing
Agreement; Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) remain in full
force and effect until the Discharge of ABL Obligations, the Discharge of Cash Flow Obligations and the Discharge of Additional
Obligations shall have occurred, (b) be binding upon the Parties and their successors and assigns, and (c) inure
to the benefit of and be enforceable by the Parties and their respective successors, transferees and assigns. Nothing herein is
intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement
or any Collateral, subject to Section 7.10. All references to any Credit Party shall include any Credit Party as debtor-in-possession
and any receiver or trustee for such Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing
clause (c), the ABL Agent, any ABL Secured Party, the Cash Flow Agent, any Cash Flow Secured Party, any Additional Agent or any
Additional Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations, the Cash Flow Obligations
or any Additional Obligations, as applicable, to any other Person, and such other Person shall thereupon become vested with all
the rights and obligations in respect thereof granted to the ABL Agent, the Cash Flow Agent, such ABL Secured Party, such Cash
Flow Secured Party, such Additional Agent or such Additional Secured Party, as the case may be, herein or otherwise. The ABL Secured
Parties, the Cash Flow Secured Parties and any Additional Secured Parties may continue, at any time and without notice to the other
Parties hereto, to extend credit and other financial accommodations, lend monies and provide Indebtedness to, or for the benefit
of, any Credit Party on the faith hereof.


 


Section 7.8 Governing
Law; Entire Agreement. This Agreement and the rights and obligations of the Parties under this Agreement shall be governed
by, and construed and interpreted in accordance with, the law of the State of New York, without giving effect to its principles
or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would require
or permit the application of the laws of another jurisdiction. This Agreement constitutes the entire agreement and understanding
among the Parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect
thereto.


 




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Section 7.9 Counterparts.
This Agreement may be executed in any number of counterparts (including by facsimile and other electronic transmission), and it
is not necessary that the signatures of all Parties be contained on any one counterpart hereof, each counterpart will be deemed
to be an original, and all together shall constitute one and the same document.


 


Section 7.10 No Third
Party Beneficiaries. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto
and its respective successors and assigns and shall inure to the benefit of each of the ABL Agent, the ABL Secured Parties, the
Cash Flow Agent, the Cash Flow Secured Parties, each Additional Agent, the Additional Secured Parties and the Company and the other
Credit Parties. No other Person shall have or be entitled to assert rights or benefits hereunder.


 


Section 7.11 Designation
of Additional Indebtedness; Joinder of Additional Agents. (a) The Company Representative may designate any Additional Indebtedness
complying with the requirements of the definition of “Additional Indebtedness” as Additional Indebtedness, and
as either Additional ABL Indebtedness or Additional Cash Flow Indebtedness, for purposes of this Agreement, upon complying with
the following conditions:


 


(i)           one
or more Additional Agents for one or more Additional Secured Parties in respect of such Additional Indebtedness shall have executed
the Additional Indebtedness Joinder with respect to such Additional Indebtedness, and the Company Representative or any such Additional
Agent shall have delivered such executed Additional Indebtedness Joinder to the ABL Agent, the Cash Flow Agent and any other Additional
Agent then party to this Agreement;


 


(ii)          at
least five Business Days (unless a shorter period is agreed in writing by the Parties and the Company Representative) prior to
delivery of the Additional Indebtedness Joinder, the Company Representative shall have delivered to the ABL Agent, the Cash Flow
Agent and any other Additional Agent then party to this Agreement complete and correct copies of any Additional Credit Facility,
Additional Guarantees and Additional Collateral Documents that will govern such Additional Indebtedness upon giving effect to such
designation (which may be unexecuted copies of Additional Documents to be executed and delivered concurrently with the effectiveness
of such designation); and


 


(iii)         the
Company Representative shall have executed and delivered to the ABL Agent, the Cash Flow Agent and any other Additional Agent then
party to this Agreement an Additional Indebtedness Designation, with respect to such Additional Indebtedness, which Additional
Indebtedness Designation shall designate such Additional Indebtedness as Additional ABL Indebtedness or Additional Cash Flow Indebtedness,
as the case may be.


 




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(b)          Upon
satisfaction of the foregoing conditions specified in the preceding Section 7.11(a), (i) the designated Additional
Indebtedness shall constitute “Additional Indebtedness”, any Additional Credit Facility under which such Additional
Indebtedness is or may be incurred shall constitute an “Additional Credit Facility”, any holder of such Additional
Indebtedness or other applicable Additional Secured Party shall constitute an “Additional Secured Party”, and
any Additional Agent for any such Additional Secured Party shall constitute an “Additional Agent”, (ii) any
designated Additional Cash Flow Indebtedness shall constitute “Additional Cash Flow Indebtedness”, any Additional
Cash Flow Credit Facility under which such Additional Cash Flow Indebtedness is or may be incurred shall constitute an “Additional
Cash Flow Credit Facility”, any holder of such Additional Cash Flow Indebtedness or other applicable Additional Cash
Flow Secured Party shall constitute an “Additional Cash Flow Secured Party”, and any Additional Cash Flow Agent
for any such Additional Cash Flow Secured Party shall constitute an “Additional Cash Flow Agent” and (iii) any
designated Additional ABL Indebtedness shall constitute “Additional ABL Indebtedness”, any Additional ABL Credit
Facility under which such Additional ABL Indebtedness is or may be incurred shall constitute an “Additional ABL Credit
Facility”, any holder of such Additional ABL Indebtedness or other applicable Additional ABL Secured Party shall constitute
an “Additional ABL Secured Party”, and any Additional ABL Agent for any such Additional ABL Secured Party shall
constitute an “Additional ABL Agent”, in each case for all purposes under this Agreement. The date on which
such foregoing conditions specified in Section 7.11(a) shall have been satisfied with respect to such Additional Indebtedness
is herein called the “Additional Effective Date.” Prior to the Additional Effective Date with respect to such
Additional Indebtedness, all references herein to Additional Indebtedness shall be deemed not to take into account such Additional
Indebtedness, and the rights and obligations of the ABL Agent, the Cash Flow Agent and any other Additional Agent then party to
this Agreement shall be determined on the basis that such Additional Indebtedness is not then designated. On and after the Additional
Effective Date with respect to such Additional Indebtedness, all references herein to Additional Indebtedness shall be deemed to
take into account such Additional Indebtedness, and the rights and obligations of the ABL Agent, the Cash Flow Agent and any other
Additional Agent then party to this Agreement shall be determined on the basis that such Additional Indebtedness is then designated.


 


(c)          In
connection with any designation of Additional Indebtedness pursuant to this Section 7.11, each of the ABL Agent, the Cash
Flow Agent and any Additional Agent then party hereto agrees at the Company’s expense (x) to execute and deliver
any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, any Cash Flow
Collateral Documents, ABL Collateral Documents, or Additional Collateral Documents, as applicable, and any blocked account, control
or other agreements relating to any security interest in Control Collateral and Cash Collateral, and to make or consent to any
filings or take any other actions (including executing and recording any mortgage subordination or similar agreement), as may be
reasonably deemed by the Company Representative to be necessary or reasonably desirable for any Lien on any Collateral to secure
such Additional Indebtedness to become a valid and perfected Lien (with the priority contemplated by this Agreement), provided
that such amendment, restatement, waiver or supplement does not adversely affect the validity, perfection or priority of the Lien
of such Agent (subject, as to priority, to the provisions of this Agreement) and (y) otherwise to reasonably cooperate
to effectuate a designation of Additional Indebtedness pursuant to this Section 7.11 (including, if requested, by executing
an acknowledgment of any Additional Indebtedness Joinder or of the occurrence of any Additional Effective Date).


 




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Section 7.12 Cash Flow
Collateral Representative and ABL Collateral Representative; Notice of Change. The Cash Flow Collateral Representative shall
act for the Cash Flow Collateral Secured Parties as provided in this Agreement, and shall be entitled to so act at the direction
of the Requisite Cash Flow Holders from time to time. Until a Party (other than the existing Cash Flow Collateral Representative)
receives written notice from the existing Cash Flow Collateral Representative, in accordance with Section 7.5, of a change
in the identity of the Cash Flow Collateral Representative, such Party shall be entitled to act as if the existing Cash Flow Collateral
Representative is in fact the Cash Flow Collateral Representative. Each Party (other than the existing Cash Flow Collateral Representative)
shall be entitled to rely upon any written notice of a change in the identity of the Cash Flow Collateral Representative which
facially appears to be from the then existing Cash Flow Collateral Representative and is delivered in accordance with Section
7.5 and such Agent shall not be required to inquire into the veracity or genuineness of such notice. Each existing Cash Flow
Collateral Representative from time to time agrees to give prompt written notice to each Party of any change in the identity of
the Cash Flow Collateral Representative.


 


The ABL Collateral Representative
shall act for the ABL Collateral Secured Parties as provided in this Agreement, and shall be entitled to so act at the direction
of the Requisite ABL Holders from time to time. Until a Party (other than the existing ABL Collateral Representative) receives
written notice from the existing ABL Collateral Representative, in accordance with Section 7.5, of a change in the identity
of the ABL Collateral Representative, such Party shall be entitled to act as if the existing ABL Collateral Representative is in
fact the ABL Collateral Representative. Each Party (other than the existing ABL Collateral Representative) shall be entitled to
rely upon any written notice of a change in the identity of the ABL Collateral Representative which facially appears to be from
the then existing ABL Collateral Representative and is delivered in accordance with Section 7.5 and such Agent shall not
be required to inquire into the veracity or genuineness of such notice. Each existing ABL Collateral Representative from time to
time agrees to give prompt written notice to each Party of any change in the identity of the ABL Collateral Representative.


 


Section 7.13 Provisions
Solely to Define Relative Rights. The provisions of this Agreement are and are intended solely for the purpose of defining
the relative rights of the ABL Secured Parties, the Cash Flow Secured Parties and any Additional Secured Parties, respectively.
Nothing in this Agreement is intended to or shall impair the rights of the Company or any other Credit Party, or the obligations
of the Company or any other Credit Party to pay the ABL Obligations, the Cash Flow Obligations and any Additional Obligations as
and when the same shall become due and payable in accordance with their terms.


 


Section 7.14 Headings.
The headings of the articles and sections of this Agreement are inserted for purposes of convenience only and shall not be construed
to affect the meaning or construction of any of the provisions hereof.


 


Section 7.15 Severability.
If any of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement and shall not invalidate the
Lien Priority or the application of Proceeds and other priorities set forth in this Agreement.


 




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Section 7.16 Attorneys
Fees. The Parties agree that if any dispute, arbitration, litigation, or other proceeding is brought with respect to the enforcement
of this Agreement or any provision hereof, the prevailing party in such dispute, arbitration, litigation, or other proceeding shall
be entitled to recover its reasonable attorneys’ fees and all other costs and expenses incurred in the enforcement of this
Agreement, irrespective of whether suit is brought.


 


Section 7.17 VENUE; JURY
TRIAL WAIVER. (a) EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT TO THE EXCLUSIVE GENERAL JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW
YORK FOR THE COUNTY OF NEW YORK (THE “NEW YORK SUPREME COURT”), AND THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK (THE “FEDERAL DISTRICT COURT,” AND TOGETHER WITH THE NEW YORK SUPREME COURT, THE
“NEW YORK COURTS”) AND APPELLATE COURTS FROM EITHER OF THEM; PROVIDED THAT NOTHING IN THIS AGREEMENT SHALL BE
DEEMED OR OPERATE TO PRECLUDE (I) ANY PARTY FROM BRINGING ANY LEGAL ACTION OR PROCEEDING IN ANY JURISDICTION FOR THE
RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT, (II) IF ALL SUCH NEW YORK COURTS DECLINE JURISDICTION OVER ANY PERSON,
OR DECLINE (OR IN THE CASE OF THE FEDERAL DISTRICT COURT, LACK) JURISDICTION OVER ANY SUBJECT MATTER OF SUCH ACTION OR PROCEEDING,
A LEGAL ACTION OR PROCEEDING MAY BE BROUGHT WITH RESPECT THERETO IN ANOTHER COURT HAVING JURISDICTION AND (III) IN
THE EVENT A LEGAL ACTION OR PROCEEDING IS BROUGHT AGAINST ANY PARTY HERETO OR INVOLVING ANY OF ITS ASSETS OR PROPERTY IN ANOTHER
COURT (WITHOUT ANY COLLUSIVE ASSISTANCE BY SUCH PARTY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES), SUCH PARTY FROM ASSERTING A CLAIM
OR DEFENSE (INCLUDING ANY CLAIM OR DEFENSE THAT THIS SECTION 7.17(A) WOULD OTHERWISE REQUIRE TO BE ASSERTED IN A LEGAL PROCEEDING
IN A NEW YORK COURT) IN ANY SUCH ACTION OR PROCEEDING.


 


(b)          EACH
PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL
OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY HERETO REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY
WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY
BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


 


(c)          EACH
PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 7.5.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW.


 




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Section 7.18 Intercreditor
Agreement. This Agreement is the “ABL/Cash Flow Intercreditor Agreement” referred to in the ABL Credit Agreement,
the “ABL/Cash Flow Intercreditor Agreement” referred to in the Cash Flow Credit Agreement and the “ABL/Cash Flow
Intercreditor Agreement”, the “ABL/Secured Notes Intercreditor Agreement”, the “ABL/Term Loan Intercreditor
Agreement” or the “Base Intercreditor Agreement” referred to in any Additional Credit Facility. Nothing in this
Agreement shall be deemed to subordinate the right of any ABL Secured Party or any Additional ABL Secured Party to receive payment
to the right of any Cash Flow Secured Party or any Additional Cash Flow Secured Party to receive payment or of any Cash Flow Secured
Party or any Additional Cash Flow Secured Party to receive payment to the right of any ABL Secured Party or any Additional ABL
Secured Party to receive payment (whether before or after the occurrence of an Insolvency Proceeding), it being the intent of the
Parties that this Agreement shall effectuate a subordination of Liens as between the ABL Secured Parties, or any Additional ABL
Secured Parties, on the one hand, and the Cash Flow Secured Parties or any Additional Cash Flow Secured Parties, on the other hand,
but not a subordination of Indebtedness.


 


Section 7.19 No Warranties
or Liability. The Cash Flow Agent, the ABL Agent and any Additional Agent each acknowledges and agrees that none of the other
Parties has made any representation or warranty with respect to the execution, validity, legality, completeness, collectability
or enforceability of any other ABL Document, any other Cash Flow Document or any other Additional Document. Except as otherwise
provided in this Agreement, the Cash Flow Agent, the ABL Agent and any Additional Agent will be entitled to manage and supervise
their respective extensions of credit to any Credit Party in accordance with law and their usual practices, modified from time
to time as they deem appropriate.


 


Section 7.20 Conflicts.
In the event of any conflict between the provisions of this Agreement and the provisions of any ABL Document, any Cash Flow Document
or any Additional Document, the provisions of this Agreement shall govern. The parties hereto acknowledge that the terms of this
Agreement are not intended to negate any specific rights granted to, or obligations of, the Company or any other Credit Party in
the Cash Flow Documents, the ABL Documents or any Additional Documents.


 


Section 7.21 Information
Concerning Financial Condition of the Credit Parties. None of the Cash Flow Agent, the ABL Agent and any Additional Agent has
any responsibility for keeping any other Party informed of the financial condition of the Credit Parties or of other circumstances
bearing upon the risk of non-payment of the ABL Obligations, the Cash Flow Obligations or any Additional Obligations. The Cash
Flow Agent, the ABL Agent and any Additional Agent hereby agree that no party shall have any duty to advise any other party of
information known to it regarding such condition or any such circumstances. In the event the Cash Flow Agent, the ABL Agent or
any Additional Agent, in its sole discretion, undertakes at any time or from time to time to provide any information to any other
party to this Agreement, it shall be under no obligation (A) to provide any such information to such other party or
any other party on any subsequent occasion, (B) to undertake any investigation not a part of its regular business routine,
or (C) to disclose any other information.


 




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Section 7.22 Excluded
Assets. For the avoidance of doubt, nothing in this Agreement (including Sections 2.1, 2.5, 4.1, 6.1
and 6.9) shall be deemed to provide or require that any Agent or any Secured Party represented thereby receive any Proceeds
of, or any Lien on, any Property of any Credit Party that constitutes “Excluded Assets” under (and as defined in) the
applicable Credit Facility or any related Credit Document to which such Agent is a party.


 


[Signature pages follow]


 




    	 	132	 



     


    

 


IN WITNESS WHEREOF, the ABL
Agent, on behalf of itself and the ABL Secured Parties, and the Cash Flow Agent, on behalf of itself and the Cash Flow Secured
Parties, have caused this Agreement to be duly executed and delivered as of the date first above written.


 


	 	UBS AG, STAMFORD BRANCH,
	 	as the ABL Agent


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	JPMorgan Chase Bank, N.A.,
	 	as the Cash Flow Agent


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature
Page – Pisces ABL/Cash Flow Intercreditor Agreement] 


 




    	 	 	 



     


    

 


ACKNOWLEDGMENT


 


Each Credit Party hereby
acknowledges that it has received a copy of this Agreement and consents thereto, agrees to recognize all rights granted thereby
to the ABL Agent, the ABL Secured Parties, the Cash Flow Agent, the Cash Flow Secured Parties, any Additional Agent and any Additional
Secured Parties and will not do any act or perform any obligation which is not in accordance with the agreements set forth in this
Agreement.


 


CREDIT PARTIES:


 


	 	PISCES MIDCO, INC.


 


	 	By: 	 
	 	Name:
	 	Title:


 


	 	PISCES HOLDINGS INC.


 


	 	By: 	 
	 	Name:
	 	Title: 


 


	 	[SUBSIDIARY GUARANTORS]


 


	 	By: 	 
	 	Name:
	 	Title:


 


[Signature
Page – Acknowledgment to Pisces ABL/Cash Flow Intercreditor Agreement] 


 




    	 	 	 



     


    

 


EXHIBIT A


 


ADDITIONAL INDEBTEDNESS
DESIGNATION


 


DESIGNATION dated as of _______
__, 20__, by PISCES MIDCO, INC. (the “Company”). Capitalized terms used herein and not otherwise defined herein
shall have the meaning specified in the Intercreditor Agreement (as amended, supplemented, waived or otherwise modified from time
to time, the “Intercreditor Agreement”) entered into as of April 12, 2018 between UBS AG, STAMFORD BRANCH, as
collateral agent (together with its successors and assigns in such capacity from time to time, and as further defined in the Intercreditor
Agreement, the “ABL Agent”) for the ABL Secured Parties, and JPMorgan
Chase Bank, N.A., as collateral agent (together with its successors and assigns in such capacity from time to time, and
as further defined in the Intercreditor Agreement, the “Cash Flow Agent”) for the Cash Flow Secured Parties.1
Capitalized terms used herein and not otherwise defined herein shall have the meaning specified in the Intercreditor Agreement.


 


Reference is made to that
certain [insert name of Additional Credit Facility], dated as of _______ __, 20__ (the “Additional Credit Facility”),
among [list any applicable Credit Party], [list Additional Secured Parties] [and Additional Agent, as agent (the “Additional
Agent”)].2


 


Section 7.11 of the
Intercreditor Agreement permits the Company to designate Additional Indebtedness under the Intercreditor Agreement. Accordingly:


 


Section 1. Representations
and Warranties. The Company hereby represents and warrants to the ABL Agent, the Cash Flow Agent and any Additional Agent that:


 


(1)         upon
the effectiveness of this Additional Indebtedness Designation, the Additional Indebtedness incurred or to be incurred under the
Additional Credit Facility shall constitute “Additional Indebtedness” that complies with the definition of such
term in the Intercreditor Agreement; and


 


(2)         all
conditions set forth in Section 7.11 of the Intercreditor Agreement with respect to the Additional Indebtedness have been
satisfied.


 


Section 2. Designation
of Additional Indebtedness. The Company hereby designates such Additional Indebtedness as Additional Indebtedness and as Additional
[ABL] / [Cash Flow] Indebtedness under the Intercreditor Agreement.


 





 






		1	Revise as appropriate to refer to any successor ABL Agent or Cash Flow Agent and to add reference
to any previously added Additional Agent.



 


		2	Revise as appropriate to refer to the relevant Additional Credit Facility, Additional Secured Parties
and any Additional Agent.



 




    	 	 	 



     


    

 


IN WITNESS WHEREOF, the undersigned
has caused this Designation to be duly executed by its duly authorized officer or other representative, all as of the day and year
first above written.


 


	 	PISCES MIDCO, INC.


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 	 	 



     


    

 


EXHIBIT B


 


ADDITIONAL INDEBTEDNESS
JOINDER


 


JOINDER, dated as of _______________,
20__, among PISCES MIDCO, INC. (the “Company”), UBS AG, STAMFORD BRANCH, as collateral agent (together with
its successors and assigns in such capacity from time to time, and as further defined in the Intercreditor Agreement, the “ABL
Agent”)3 for the ABL Secured
Parties, JPMorgan Chase Bank, N.A., as collateral agent (together with its successors
and assigns in such capacity from time to time, and as further defined in the Intercreditor Agreement, the “Cash Flow
Agent”)4 for the Cash Flow
Secured Parties, [list any previously added Additional Agent] [and insert name of each Additional Agent under any Additional Credit
Facility being added hereby as party] and any successors or assigns thereof, to the Intercreditor Agreement dated as of April 12,
2018 (as amended, supplemented, waived or otherwise modified from time to time, the “Intercreditor Agreement”),
among the ABL Agent, [and] the Cash Flow Agent [and (list any previously added Additional Agent)]. Capitalized terms used herein
and not otherwise defined herein shall have the meaning specified in the Intercreditor Agreement.


 


Reference is made to that
certain [insert name of Additional Credit Facility], dated as of _______ __, 20__ (the “Additional Credit Facility”),
among [list any applicable Credit Party], [list any applicable Additional Secured Parties (the “Joining Additional Secured
Parties”)] [and insert name of each applicable Additional Agent (the “Joining Additional Agent”)].5


 


Section 7.11 of the Intercreditor
Agreement permits the Company to designate Additional Indebtedness under the Intercreditor Agreement. The Company has so designated
Additional Indebtedness incurred or to be incurred under the Additional Credit Facility as Additional Indebtedness and as Additional
[ABL] [Cash Flow] Indebtedness by means of an Additional Indebtedness Designation.


 


Accordingly, [the Joining
Additional Agent, on behalf of itself and the Joining Additional Secured Parties,]6
hereby agrees with the ABL Agent, the Cash Flow Agent and any other Additional Agent party to the Intercreditor Agreement as follows:


 


Section 1. Agreement to
be Bound. The [Joining Additional Agent, on behalf of itself and the Joining Additional Secured Parties,]7
hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and shall, as of the Additional Effective
Date with respect to the Additional Credit Facility, be deemed to be a party to the Intercreditor Agreement.


 





 






		3	Revise as appropriate to refer to any successor ABL Agent.



 


		4	Revise as appropriate to refer to any successor Cash Flow
Agent.



 


		5	Revise as appropriate to refer to the relevant Additional Credit Facility, Additional Secured Parties
and any Additional Agent.



 


		6	Revise as appropriate to refer to any Additional Agent being added hereby and any Additional Secured
Parties represented thereby.



 


		7	Revise references throughout as appropriate to refer to the party or parties being added.



 




    	 	 	 



     


    

 


Exhibit B


Page 2


 


Section 2. Recognition
of Claims. (a) The ABL Agent (on behalf of itself and the ABL Secured Parties), the Cash Flow Agent (on behalf
of itself and the Cash Flow Secured Parties) and [each of] the Additional Agent[s] (on behalf of itself and any Additional Secured
Parties represented thereby) hereby agree that the interests of the respective Secured Parties in the Liens granted to the ABL
Agent, the Cash Flow Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as
among the Secured Parties, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall
at all times be allocated among the Secured Parties as provided therein regardless of any claim or defense (including any claims
under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting
the rights of creditors generally) to which the ABL Agent, the Cash Flow Agent, any Additional Agent or any Secured Party may be
entitled or subject. The ABL Agent (on behalf of itself and the ABL Secured Parties), the Cash Flow Agent (on behalf of itself
and the Cash Flow Secured Parties), and any Additional Agent party to the Intercreditor Agreement (on behalf of itself and any
Additional Secured Parties represented thereby) (a) recognize the existence and validity of the Additional Obligations
represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the
Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms
as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (on behalf of itself
and the Joining Additional Secured Parties] (a) recognize[s] the existence and validity of the ABL Obligations, the
existence and validity of the Cash Flow Obligations [and the existence and validity of the Additional Obligations]8
and (b) agree[s] to refrain from making or asserting any claim that the ABL Credit Agreement, the Cash Flow Credit
Agreement, the other ABL Documents or Cash Flow Documents or the Additional Credit Facility or the Additional Documents]9,
as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding
the incurrence of such obligations.


 


Section 3. Notices.
Notices and other communications provided for under the Intercreditor Agreement to be provided to [the Joining Additional Agent]
shall be sent to the address set forth on Annex 1 attached hereto (until notice of a change thereof is delivered as provided
in Section 7.5 of the Intercreditor Agreement).


 


Section 4. Miscellaneous.
THIS JOINDER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE
EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF LAWS OF
ANOTHER JURISDICTION.


 


[Add Signatures]


 





 






		8	Add reference to any previously added Additional Obligations
as appropriate.



 


		9	Add reference to any previously added Additional Credit Facility and related Additional Documents
as appropriate.



 


 




    	 	 	 



     


    

 


EXHIBIT C


 


[ABL CREDIT AGREEMENT][CASH
FLOW CREDIT AGREEMENT][ADDITIONAL CREDIT FACILITY] JOINDER


 


JOINDER, dated as of _______________,
20__, among UBS AG, STAMFORD BRANCH, as collateral agent (together with its successors and assigns in such capacity from time to
time, and as further defined in the Intercreditor Agreement, the “ABL Agent”)10
for the ABL Secured Parties, JPMorgan Chase Bank, N.A., as collateral agent (together
with its successors and assigns in such capacity from time to time, and as further defined in the Intercreditor Agreement, the
“Cash Flow Agent”)11
for the Cash Flow Secured Parties, [list any previously added Additional Agent] [and insert name of additional Cash Flow Secured
Parties, Cash Flow Agent, ABL Secured Parties or ABL Agent, as applicable, being added hereby as party] and any successors or assigns
thereof, to the Intercreditor Agreement, dated as of April 12, 2018 (as amended, supplemented, waived or otherwise modified from
time to time, the “Intercreditor Agreement”), among the ABL Agent12,
[and] the Cash Flow Agent13 [and
(list any previously added Additional Agent)]. Capitalized terms used herein and not otherwise defined herein shall have the meaning
specified in the Intercreditor Agreement.


 


Reference is made to that
certain [insert name of new facility], dated as of _______ __, 20__ (the “Joining [ABL Credit Agreement][Cash Flow Credit
Agreement][Additional Credit Facility]”), among [list any applicable Credit Party], [list any applicable new ABL Secured
Parties, Cash Flow Secured Parties or Additional Secured Parties, as applicable (the “Joining [ABL Secured Parties][Cash
Flow Secured Parties][Additional Secured Parties]”)] [and insert name of each applicable Agent (the “Joining
[ABL][Cash Flow][Additional] Agent”)].14


 


The Joining [ABL][Cash Flow][Additional]
Agent, on behalf of itself and the Joining [ABL Secured Parties][Cash Flow Secured Parties][Additional Secured Parties],15
hereby agrees with the Company and the other Grantors, the [ABL][ Cash Flow][Additional] Agent and any other Additional Agent party
to the Intercreditor Agreement as follows:


 





 






		10	Revise as appropriate to refer to any successor ABL Agent.



 


		11	Revise as appropriate to refer to any successor Cash Flow
Agent.



 


		12	Revise as appropriate to describe predecessor ABL Agent or ABL Secured Parties, if joinder is for
a new ABL Credit Agreement.



 


		13	Revise as appropriate to describe predecessor Cash Flow Agent or Cash Flow Secured Parties, if
joinder is for a new Cash Flow Credit Agreement.



 


		14	Revise as appropriate to refer to the new credit facility,
Secured Parties and Agents.



 


		15	Revise as appropriate to refer to any Agent being added hereby and any Secured Parties represented
thereby.



  




    	 	 	 



     


    

 


Exhibit C


Page 2


 


Section 1. Agreement to
be Bound.16 The Joining [ABL][Cash
Flow][Additional] Agent, on behalf of itself and the Joining [ABL Secured Parties][Cash Flow Secured Parties][Additional Secured
Parties], hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and shall, as of the date hereof,
be deemed to be a party to the Intercreditor Agreement as [the][a] [ABL] [Cash Flow] [Additional] Agent. As of the date hereof,
the Joining [ABL Credit Agreement][Cash Flow Credit Agreement][Additional Credit Facility] shall be deemed [the][a] [ABL Credit
Agreement] [Cash Flow Credit Agreement] [Additional Credit Facility] under the Intercreditor Agreement, and the obligations thereunder
are subject to the terms and provisions of the Intercreditor Agreement.


 


Section 2. Notices.
Notices and other communications provided for under the Intercreditor Agreement to be provided to the Joining [ABL] [Cash Flow]
[Additional] Agent shall be sent to the address set forth on Annex 1 attached hereto (until notice of a change thereof is
delivered as provided in Section 7.5 of the Intercreditor Agreement).


 


Section 3. Miscellaneous.
THIS JOINDER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE
EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF LAWS OF
ANOTHER JURISDICTION.


 


[ADD SIGNATURES]


 





 






		16	Revise references throughout as appropriate to refer to
the party or parties being added.




 






    	 	 	 



     


    

  


EXHIBIT J-2

to

CASH FLOW CREDIT AGREEMENT


 


FORM OF JUNIOR LIEN INTERCREDITOR AGREEMENT


 


[See attached.]


 




     


     


    

 


EXHIBIT J-2


to


CASH FLOW CREDIT AGREEMENT


 


 


[FORM OF]


JUNIOR LIEN INTERCREDITOR AGREEMENT


 


by and between


 


[                          ],


 


as Cash Flow Agent


 


and


 


[                          ],


 


as Initial Junior Priority Agent


 


dated as of [         ],
20[  ]


 




    	 	 	 



     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I
	 
	DEFINITIONS
	 	 	 
	Section 1.1	UCC Definitions	2
	Section 1.2	Other Definitions	2
	Section 1.3	Rules of Construction	25
	 	 	 
	ARTICLE II
	 
	LIEN PRIORITY
	 	 	 
	Section 2.1	Agreement to Subordinate	26
	Section 2.2	Waiver of Right to Contest Liens	30
	Section 2.3	Remedies Standstill	31
	Section 2.4	Exercise of Rights	33
	Section 2.5	[RESERVED]	34
	Section 2.6	Waiver of Marshalling	34
	 	 	 
	ARTICLE III
	 
	ACTIONS OF THE PARTIES
	 	 	 
	Section 3.1	Certain Actions Permitted	35
	Section 3.2	Agent for Perfection	35
	Section 3.3	Sharing of Information and Access	35
	Section 3.4	Insurance	36
	Section 3.5	No Additional Rights for the Credit Parties Hereunder	36
	Section 3.6	Actions upon Breach	36
	 	 	 
	ARTICLE IV
	 
	APPLICATION OF PROCEEDS
	 	 	 
	Section 4.1	Application of Proceeds	36
	Section 4.2	Specific Performance	39
	 	 	 
	ARTICLE V
	 
	INTERCREDITOR ACKNOWLEDGEMENTS AND WAIVERS
	 	 	 
	Section 5.1	Notice of Acceptance and Other Waivers	39
	Section 5.2	Modifications to Senior Priority Documents and Junior Priority Documents	40
	Section 5.3	Reinstatement and Continuation of Agreement	44


 




    	 	-i-	 



     


    

 


	 	 	Page
	 	 	 
	ARTICLE VI
	 
	INSOLVENCY PROCEEDINGS
	 	 	 
	Section 6.1	DIP Financing	44
	Section 6.2	Relief from Stay	45
	Section 6.3	No Contest	45
	Section 6.4	Asset Sales	46
	Section 6.5	Separate Grants of Security and Separate Classification	46
	Section 6.6	Enforceability	47
	Section 6.7	Senior Priority Obligations Unconditional	47
	Section 6.8	Junior Priority Obligations Unconditional	47
	Section 6.9	Adequate Protection	48
	 	 	 
	ARTICLE VII
	 
	MISCELLANEOUS
	 	 	 
	Section 7.1	Rights of Subrogation	49
	Section 7.2	Further Assurances	49
	Section 7.3	Representations	49
	Section 7.4	Amendments	50
	Section 7.5	Addresses for Notices	50
	Section 7.6	No Waiver, Remedies	51
	Section 7.7	Continuing Agreement; Transfer of Secured Obligations	51
	Section 7.8	Governing Law; Entire Agreement	51
	Section 7.9	Counterparts	52
	Section 7.10	No Third-Party Beneficiaries	52
	Section 7.11	Designation of Additional Indebtedness; Joinder of Additional Agents	52
	Section 7.12	Senior Priority Representative; Notice of Senior Priority Representative Change	53
	Section 7.13	Cash Flow Collateral Representative	54
	Section 7.14	Provisions Solely to Define Relative Rights	54
	Section 7.15	Headings	54
	Section 7.16	Severability	54
	Section 7.17	Attorneys’ Fees	54
	Section 7.18	VENUE; JURY TRIAL WAIVER	54
	Section 7.19	Intercreditor Agreement	55
	Section 7.20	No Warranties or Liability	55
	Section 7.21	Conflicts	55
	Section 7.22	Information Concerning Financial Condition of the Credit Parties	56
	Section 7.23	Excluded Assets 	56


 


EXHIBITS:


 


	Exhibit A	Additional Indebtedness Designation
	 	 
	Exhibit B	Additional Indebtedness Joinder
	 	 
	Exhibit C	Joinder of Cash Flow Credit Agreement or Initial Junior Priority Credit Facility 


  




    	 	-ii-	 



     


    

 


JUNIOR LIEN INTERCREDITOR AGREEMENT


 


This JUNIOR LIEN INTERCREDITOR AGREEMENT (as
amended, restated, supplemented, waived or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”)
is entered into as of [     ], 20[  ], by and between [                 ],
in its capacity as collateral agent (together with its successors and assigns in such capacity, and as further defined herein,
the “Cash Flow Agent”) for the Cash Flow Secured Parties referred to below, and [                 ],
in its capacity as collateral agent (together with its successors and assigns in such capacity, from time to time, and as further
defined herein, the “Initial Junior Priority Agent”) for the Initial Junior Priority Secured Parties referred
to below. Capitalized terms defined in Article I hereof are used in this Agreement as so defined.


 


RECITALS


 


A.           Pursuant
to the Original Cash Flow Credit Agreement, the Cash Flow Credit Agreement Lenders have agreed to make certain loans and other
financial accommodations to or for the benefit of the Cash Flow Borrower.


 


B.           Pursuant
to the Original Cash Flow Guarantees, the Cash Flow Guarantors have agreed to unconditionally guarantee jointly and severally the
payment and performance of the Cash Flow Borrower’s obligations under the Cash Flow Documents.


 


C.           Pursuant
to the Original Initial Junior Priority Credit Facility, the Initial Junior Priority Secured Creditors have agreed to make certain
extensions of credit to or for the benefit of the Initial Junior Priority Borrower.


 


D.           Pursuant
to the Initial Junior Priority Guarantees, the Initial Junior Priority Guarantors have agreed to guarantee the payment and performance
of the Initial Junior Priority Borrower’s obligations under the Initial Junior Priority Documents.


 


E.           The
Cash Flow Agent (on behalf of the Cash Flow Secured Parties) is party to the Base Intercreditor Agreement, and the Initial Junior
Priority Agent (on behalf of the Initial Junior Priority Secured Parties) is or concurrently herewith will become party thereto.


 


F.           Pursuant
to the Base Intercreditor Agreement and this Agreement, the Borrower may, from time to time, designate certain additional Indebtedness
of any Credit Party as “Additional Indebtedness” (i) by executing and delivering an “Additional Indebtedness
Designation” under the Base Intercreditor Agreement, by designating such additional Indebtedness as “Additional Cash
Flow Indebtedness” thereunder, and by complying with the procedures set forth in Section 7.11 thereof, and (ii) by
executing and delivering an Additional Indebtedness Designation hereunder and by complying with the procedures set forth in Section
7.11 hereof, and the holders of such Additional Indebtedness and any other applicable Additional Credit Facility Secured Party
shall thereafter constitute Senior Priority Creditors or Junior Priority Creditors (as so designated by the Company Representative),
as the case may be, and any Additional Agent therefor shall thereafter constitute a Senior Priority Agent or Junior Priority Agent
(as so designated by the Company Representative), as the case may be, for all purposes under this Agreement.


 


H.           Each
of the Cash Flow Agent (on behalf of the Cash Flow Secured Parties) and the Initial Junior Priority Agent (on behalf of the Initial
Junior Priority Secured Parties) and, by their acknowledgment hereof, the Cash Flow Credit Parties and the Initial Junior Credit
Parties, desire to agree to the relative priority of Liens on the Collateral and certain other rights, priorities and interests
as provided herein.


 




    	 	 	 



     


    

 


NOW THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


Section 1.1           UCC
Definitions. The following terms which are defined in the Uniform Commercial Code are used herein as so defined: Accounts,
Chattel Paper, Commercial Tort Claims, Commodity Accounts, Deposit Accounts, Documents, Electronic Chattel Paper, Equipment, Financial
Assets, Instruments, Inventory, Investment Property, Letter-of-Credit Rights, Money, Payment Intangibles, Promissory Notes, Records,
Security, Securities Accounts, Security Entitlements, Supporting Obligations, and Tangible Chattel Paper.


 


Section 1.2           Other
Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:


 


“ABL Agent” shall have the
meaning assigned thereto in the Base Intercreditor Agreement.


 


“ABL Credit Agreement Lenders”
shall have the meaning assigned thereto in the Base Intercreditor Agreement.


 


“ABL Priority Collateral”
shall have the meaning assigned thereto in the Base Intercreditor Agreement.


 


“Additional Agent” shall
mean any one or more administrative agents, collateral agents, security agents, trustees or other representatives for or of any
one or more Additional Credit Facility Secured Parties, and shall include any successor thereto, as well as any Person designated
as an “Agent” under any Additional Credit Facility.


 


“Additional Bank Products Affiliate”
shall mean any Person who (a) has entered into a Bank Products Agreement with an Additional Credit Party with the obligations
of such Additional Credit Party thereunder being secured by one or more Additional Collateral Documents, (b) was an Additional
Agent or an Additional Credit Facility Lender or an Affiliate of an Additional Agent or an Additional Credit Facility Lender, in
each case, on the date the applicable Additional Credit Facility became effective, or at the time of entry into such Bank Products
Agreement, or at the time of the designation referred to in the following clause (c), and (c) has been designated by the
Company Representative in accordance with the terms of one or more Additional Collateral Documents (provided that no Person shall,
with respect to any Bank Products Agreement, be at any time a Bank Products Affiliate hereunder with respect to more than one Credit
Facility).


 


“Additional Bank
Products Provider” shall mean any Person (other than an Additional Bank Products Affiliate) that has entered into
a Bank Products Agreement with an Additional Credit Party with the obligations of such Additional Credit Party thereunder being
secured by one or more Additional Collateral Documents, as designated by the Company Representative in accordance with the terms
of one or more Additional Collateral Documents (provided that no Person shall, with respect to any Bank Products Agreement, be
at any time a Bank Products Provider hereunder with respect to more than one Credit Facility).


 




    	 	-2-	 



     


    

 


“Additional Borrower” shall
mean any Additional Credit Party that incurs or issues Additional Indebtedness under any Additional Credit Facility, together with
its successors and assigns.


 


“Additional Collateral Documents”
shall mean all “Security Documents” (or an equivalent definition) as defined in any Additional Credit Facility, and
in any event shall include all security agreements, mortgages, deeds of trust, pledges and other collateral documents executed
and delivered in connection with any Additional Credit Facility, and any other agreement, document or instrument pursuant to which
a Lien is granted securing any Additional Obligations or under which rights or remedies with respect to such Liens are governed,
in each case, as the same may be amended, restated, supplemented, waived or otherwise modified from time to time.


 


“Additional Credit Facilities”
shall mean (a) any one or more agreements, instruments and documents under which any Additional Indebtedness is or may be
incurred, including any credit agreements, loan agreements, indentures, guarantees or other financing agreements, in each case
as the same may be amended, restated, supplemented, waived or otherwise modified from time to time, together with (b) if
designated by the Company Representative, any other agreement (including any credit agreement, loan agreement, indenture or other
financing agreement) extending the maturity of, consolidating, restructuring, refunding, replacing or refinancing all or any portion
of the Additional Obligations, whether by the same or any other lender, debtholder or other creditor or group of lenders, debtholders
or other creditors, or the same or any other agent, trustee or representative therefor, or otherwise, and whether or not increasing
the amount of any Indebtedness that may be incurred thereunder.


 


“Additional Credit Facility Lenders”
shall mean one or more holders of Additional Indebtedness (or commitments therefor) that is or may be incurred under one or more
Additional Credit Facilities, together with their successors, assigns and transferees, as well as any Person designated as an “Additional
Credit Facility Lender” under any Additional Credit Facility.


 


“Additional Credit Facility Secured
Parties” shall mean all Additional Agents, all Additional Credit Facility Lenders, all Additional Bank Products Affiliates,
all Additional Bank Products Providers, all Additional Hedging Affiliates, all Additional Hedging Providers and all Additional
Management Credit Providers, and all successors, assigns, transferees and replacements thereof, as well as any Person designated
as an “Additional Credit Facility Secured Party” under any Additional Credit Facility; and with respect to any Additional
Agent shall mean the Additional Credit Facility Secured Party represented by such Additional Agent.


 


“Additional Credit Party”
shall mean the Company, Holdings (so long as Holdings is a guarantor under any of the Additional Guarantees), each direct or indirect
Subsidiary of the Company or any of its Affiliates that is or becomes a party to any Additional Document, and any other Person
who becomes a guarantor under any of the Additional Guarantees, in each case unless and until released from its guarantee obligations.


 




    	 	-3-	 



     


    

 


“Additional Documents” shall
mean, with respect to any Indebtedness designated as Additional Indebtedness hereunder, any Additional Credit Facilities, any Additional
Guarantees, any Additional Collateral Documents, any Bank Products Agreements between any Additional Credit Party and any Additional
Bank Products Affiliate or any Additional Bank Products Provider, any Hedging Agreements between any Additional Credit Party and
any Additional Hedging Affiliate or any Additional Hedging Provider, any Management Guarantee in favor of any Additional Management
Credit Provider, and those other ancillary agreements as to which any Additional Secured Party is a party or a beneficiary and
all other agreements, instruments, documents and certificates, now or hereafter executed by or on behalf of any Additional Credit
Party or any of its respective Subsidiaries or Affiliates, and delivered to any Additional Agent, in connection with any of the
foregoing or any Additional Credit Facility, including any intercreditor or joinder agreement among any of the Additional Credit
Facility Secured Parties or among any of the Secured Parties and any Additional Credit Facility Secured Parties, in each case as
the same may be amended, restated, supplemented, waived or otherwise modified from time to time.


 


“Additional Effective Date”
shall have the meaning set forth in Section 7.11(b).


 


“Additional Guarantees” shall
mean any one or more guarantees of any Additional Obligations of any Additional Credit Party by any other Additional Credit Party
in favor of any Additional Credit Facility Secured Party, in each case as the same may be amended, restated, supplemented, waived
or otherwise modified from time to time.


 


“Additional Guarantor” shall
mean any Additional Credit Party that at any time has provided an Additional Guarantee.


 


“Additional Hedging Affiliate”
shall mean any Person who (a) has entered into a Hedging Agreement with an Additional Credit Party with the obligations
of such Additional Credit Party thereunder being secured by one or more Additional Collateral Documents, (b) was an Additional
Agent or an Additional Credit Facility Lender or an Affiliate of an Additional Agent or an Additional Credit Facility Lender, in
each case, on the date the applicable Additional Credit Facility became effective, or at the time of entry into such Hedging Agreement,
or at the time of the designation referred to in the following clause (c), and (c) has been designated by the Company Representative
in accordance with the terms of one or more Additional Collateral Documents (provided that no Person shall, with respect to any
Hedging Agreement, be at any time a Hedging Affiliate hereunder with respect to more than one Credit Facility).


 


“Additional Hedging Provider”
shall mean any Person (other than an Additional Hedging Affiliate) that has entered into a Hedging Agreement with an Additional
Credit Party with the obligations of such Additional Credit Party thereunder being secured by one or more Additional Collateral
Documents, as designated by the Company Representative in accordance with the terms of one or more Additional Collateral Documents
(provided that no Person shall, with respect to any Hedging Agreement, be at any time a Hedging Provider hereunder with respect
to more than one Credit Facility).


 


“Additional Indebtedness”
shall mean any Additional Specified Indebtedness that (1) is secured by a Lien on Collateral and is permitted to be so secured
by:


 


(a)          prior
to the Discharge of Cash Flow Obligations, Subsection 8.6 of the Original Cash Flow Credit Agreement (if the Original Cash Flow
Credit Agreement is then in effect) or the corresponding negative covenant restricting Liens contained in any other Cash Flow Credit
Agreement then in effect if the Original Cash Flow Credit Agreement is not then in effect (which covenant is designated in such
Cash Flow Credit Agreement as applicable for purposes of this definition);


 




    	 	-4-	 



     


    

 


(b)          prior
to the Discharge of Initial Junior Priority Obligations, Section [__]1
of the Original Initial Junior Priority Credit Facility (if the Original Initial Junior Priority Credit Facility is then in effect)
or the corresponding negative covenant restricting Liens contained in any other Initial Junior Priority Credit Facility then in
effect (which covenant is designated in such Initial Junior Priority Credit Facility as applicable for purposes of this definition);
and


 


(c)          prior
to the Discharge of Additional Obligations, any negative covenant restricting Liens contained in any applicable Additional Credit
Facility then in effect (which covenant is designated in such Additional Credit Facility as applicable for purposes of this definition);
and


 


(2) is designated (a) as “Additional Cash Flow
Indebtedness” by the Company Representative in compliance with the procedures set forth in Section 7.11 of the Base Intercreditor
Agreement and (b) as “Additional Indebtedness” by the Company Representative pursuant to an Additional Indebtedness
Designation and in compliance with the procedures set forth in Section 7.11.


 


As used in this definition of “Additional
Indebtedness”, the term “Lien” shall have the meaning set forth (x) for purposes of the preceding clause
(1)(a), prior to the Discharge of Cash Flow Obligations, in the Original Cash Flow Credit Agreement (if the Original Cash Flow
Credit Agreement is then in effect), or in any other Cash Flow Credit Agreement then in effect (if the Original Cash Flow Credit
Agreement is not then in effect), (y) for purposes of the preceding clause (1)(b), prior to the Discharge of Initial Junior
Priority Obligations, in the Original Junior Priority Credit Facility (if the Original Junior Priority Credit Facility is then
in effect), or in any other Junior Priority Credit Facility then in effect (if the Original Junior Priority Credit Facility is
not then in effect), and (z) for purposes of the preceding clause (1)(c), prior to the Discharge of Additional Obligations,
in the applicable Additional Credit Facility then in effect.


 


“Additional Indebtedness Designation”
shall mean a certificate of the Company Representative with respect to Additional Indebtedness, substantially in the form of Exhibit
A attached hereto.


 


“Additional Indebtedness Joinder”
shall mean a joinder agreement executed by one or more Additional Agents in respect of any Additional Indebtedness subject to an
Additional Indebtedness Designation on behalf of one or more Additional Credit Facility Secured Parties in respect of such Additional
Indebtedness, substantially in the form of Exhibit B attached hereto.


 


“Additional Management Credit Provider”
shall mean any Person who (a) is a beneficiary of a Management Guarantee provided by an Additional Credit Party, with the
obligations of the applicable Additional Credit Party thereunder being secured by one or more Additional Collateral Documents and
(b) has been designated by the Company Representative in accordance with the terms of one or more Additional Collateral
Documents (provided that no Person shall, with respect to any Management Guarantee, be at any time a Management Credit Provider
with respect to more than one Credit Facility).


 





 



 


		1	Insert the section number of the negative covenant restricting Liens in the Original Initial Junior Priority Credit Facility.



 




    	 	-5-	 



     


    

 


“Additional Obligations”
shall mean any and all loans or notes and all other obligations, liabilities and indebtedness of every kind, nature and description,
whether now existing or hereafter arising, whether arising before, during or after the commencement of any case with respect to
any Additional Credit Party under the Bankruptcy Code or any other Insolvency Proceeding, owing by each Additional Credit Party
from time to time to any Additional Agent, any Additional Credit Facility Secured Parties or any of them, including any Additional
Bank Products Affiliates, Additional Hedging Affiliates, Additional Bank Products Providers, Additional Hedging Providers or Additional
Management Credit Providers, whether for principal, interest (including interest, fees and expenses which, but for the commencement
of an Insolvency Proceeding with respect to such Additional Credit Party, would have accrued on any Additional Obligation, whether
or not a claim is allowed against such Additional Credit Party for such interest, fees and expenses in the related Insolvency Proceeding),
reimbursement of amounts drawn under letters of credit, payments for early termination of Hedging Agreements, fees, expenses, indemnification
or otherwise, and all other amounts owing or due under the terms of the Additional Documents, as amended, restated, modified, renewed,
refunded, replaced or refinanced in whole or in part from time to time.


 


“Additional Specified Indebtedness”
shall mean any Indebtedness that is or may from time to time be incurred by any Credit Party in compliance with:


 


(a)          prior
to the Discharge of Cash Flow Obligations, Subsection 8.1 of the Original Cash Flow Credit Agreement (if the Original Cash Flow
Credit Agreement is then in effect) or the corresponding negative covenant restricting Indebtedness contained in any other Cash
Flow Credit Agreement then in effect if the Original Cash Flow Credit Agreement is not then in effect (which covenant is designated
in such Cash Flow Credit Agreement as applicable for purposes of this definition);


 


(b)          prior
to the Discharge of Initial Junior Priority Obligations, Section [   ]2
of the Original Initial Junior Priority Credit Facility (if the Original Initial Junior Priority Credit Facility is then in effect)
or the corresponding negative covenant restricting Indebtedness contained in any other Initial Junior Priority Credit Facility
then in effect (which covenant is designated in such Initial Junior Priority Credit Facility as applicable for purposes of this
definition); and


 


(c)          prior
to the Discharge of Additional Obligations, any negative covenant restricting Indebtedness contained in any Additional Credit Facility
then in effect (which covenant is designated in such Additional Credit Facility as applicable for purposes of this definition).


 





 



 


		2	Insert the section number of the negative covenant restricting Indebtedness in the Original Initial Junior Priority Credit
Facility.



 




    	 	-6-	 



     


    

 


As used in this definition
of “Additional Specified Indebtedness”, the term “Indebtedness” shall have the meaning set forth (x)
for purposes of the preceding clause (a), prior to the Discharge of Cash Flow Obligations, in the Original Cash Flow Credit Agreement
(if the Original Cash Flow Credit Agreement is then in effect), or in any other Cash Flow Credit Agreement then in effect (if the
Original Cash Flow Credit Agreement is not then in effect), (y) for purposes of the preceding clause (b), prior to the Discharge
of Initial Junior Priority Obligations, in the Original Junior Priority Credit Facility (if the Original Junior Priority Credit
Facility is then in effect), or in any other Junior Priority Credit Facility then in effect (if the Original Junior Priority Credit
Facility is not then in effect), and (z) for purposes of the preceding clause (c), prior to the Discharge of Additional
Obligations, in the applicable Additional Credit Facility then in effect. In the event that any Indebtedness as defined in any
such Credit Document shall not be Indebtedness as defined in any other such Credit Document, but is or may be incurred in compliance
with such other Credit Document, such Indebtedness shall constitute Additional Specified Indebtedness for the purposes of such
other Credit Document.


 


“Affiliate” shall mean, with
respect to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control
with, such Person. For purposes of this definition, “control” of a Person shall mean the power, directly or indirectly,
either to (a) vote 20% or more of the securities having ordinary voting power for the election of directors of such Person
or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.


 


“Agent” shall mean any Senior
Priority Agent or Junior Priority Agent.


 


“Agreement” shall have the
meaning assigned thereto in the Preamble hereto.


 


“Bank
Products Affiliate” shall mean any Cash Flow Bank Products Affiliate, any Initial Junior Priority Bank Products
Affiliate or any Additional Bank Products Affiliate, as applicable.


 


“Bank Products Agreement”
shall mean any agreement pursuant to which a bank or other financial institution or other Person agrees to provide (a) treasury
services, (b) credit card, debit card, merchant card, purchasing card, stored value card, non-card electronic payable or
other similar services (including the processing of payments and other administrative services with respect thereto), (c)
cash management or related services (including controlled disbursements, automated clearinghouse transactions, return items, netting,
overdrafts, depository, lockbox, stop payment, electronic funds transfer, information reporting, wire transfer and interstate depository
network services) and (d) other banking, financial or treasury products or services as may be requested by any Credit Party
(other than letters of credit and other than loans and advances except Indebtedness arising from services described in items (a)
through (c) of this definition), including, for the avoidance of doubt, bank guarantees.


 


“Bank
Products Provider” shall mean any Cash Flow Bank Products Provider, any Initial Junior Priority Bank Products
Provider or any Additional Bank Products Provider, as applicable.


 


“Bankruptcy Code” shall mean
title 11 of the United States Code.


 


“Bankruptcy Law” shall have
the meaning assigned thereto in the Base Intercreditor Agreement.


 


“Base Intercreditor Agreement”
shall mean the Intercreditor Agreement, dated as of April 12, 2018, by and among UBS AG, Stamford Branch, as ABL Agent, JPMorgan
Chase Bank, N.A., as Cash Flow Agent, and any additional agents party thereto from time to time, as the same may be amended, supplemented,
waived or otherwise modified from time to time.


 


“Borrower” shall mean any
of the Cash Flow Borrower, any Initial Junior Priority Borrower and any Additional Borrower.


 




    	 	-7-	 



     


    

 


“Business Day” shall mean
a day other than a Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by
law to close.


 


“Capital Stock” shall mean
any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants or options to purchase any
of the foregoing.


 


“Cash Collateral” shall mean
any Collateral consisting of Money or Cash Equivalents, any Security Entitlement and any Financial Assets.


 


“Cash Equivalents” shall
mean (a) money, (b) securities issued or fully guaranteed or insured by the United States of America, Canada, the
United Kingdom, Switzerland or a member state of the European Union or any agency or instrumentality of any thereof, (c) time
deposits, certificates of deposit or bankers’ acceptances of (i) any ABL Secured Party (as defined under the Base
Intercreditor Agreement), any Cash Flow Secured Party (as defined under the Base Intercreditor Agreement) or any Additional Secured
Party (as defined under the Base Intercreditor Agreement) or any Affiliate thereof or (ii) any commercial bank having capital
and surplus in excess of $250,000,000 (or the foreign currency equivalent thereof as of the date of such investment) and the commercial
paper of the holding company of which is rated at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent
thereof by Moody’s (or, if at such time neither is issuing ratings, a comparable rating of another nationally recognized
rating agency as shall be approved by any Agent (as defined under the Base Intercreditor Agreement) (other than any Designated
Agent), in each case, in its reasonable judgment), (or, if there is no continuing Agent (as defined under the Base Intercreditor
Agreement) other than any Designated Agent, as designated by the Company Representative)), (d) repurchase obligations with
a term of not more than ten days for underlying securities of the types described in clauses (b) and (c) above entered into with
any financial institution meeting the qualifications specified in clause (c)(i) or (c)(ii) above, (e) money market instruments,
commercial paper or other short-term obligations rated at least A-2 or the equivalent thereof by S&P or at least P-2 or the
equivalent thereof by Moody’s (or, if at such time neither is issuing ratings, a comparable rating of another nationally
recognized rating agency as shall be approved by any Agent (as defined under the Base Intercreditor Agreement) (other than any
Designated Agent), in each case, in its reasonable judgment (or, if there is no continuing Agent (as defined under the Base Intercreditor
Agreement) other than any Designated Agent, as designated by the Company Representative)), (f) investments in money
market funds complying with the risk limiting conditions of Rule 2a-7 or any successor rule of the Securities and Exchange
Commission under the Investment Company Act of 1940, as amended, (g) investment funds investing at least 90.0% of their
assets in cash equivalents of the types described in clauses (a) through (f) above (which funds may also hold cash pending investment
and/or distribution), (h) investments similar to any of the foregoing denominated in foreign currencies approved by the
board of directors of the Company Representative and (i) solely with respect to any Captive Insurance Subsidiary (as defined
in the Original Cash Flow Credit Agreement, whether or not then in effect), any investment that any such Person is permitted to
make in accordance with applicable law.


 


“Cash Flow Agent” shall mean
[                    ]3
in its capacity as collateral agent under the Cash Flow Credit Agreement, together with its successors and assigns in such capacity
from time to time, whether under the Original Cash Flow Credit Agreement or any subsequent Cash Flow Credit Agreement, as well
as any Person designated as the “Agent” or “Collateral Agent” under any Cash Flow Credit Agreement.


 





 



 


		3	Insert name of Cash Flow Collateral Agent.



 




    	 	-8-	 



     


    

 


“Cash Flow Bank
Products Affiliate” shall mean any Person who (a) has entered into a Bank Products Agreement with a Cash
Flow Credit Party with the obligations of such Cash Flow Credit Party thereunder being secured by one or more Cash Flow Collateral
Documents, (b) was a Cash Flow Agent or a Cash Flow Credit Agreement Lender or an Affiliate of a Cash Flow Agent or a Cash
Flow Credit Agreement Lender, in each case, at the time of entry into such Bank Products Agreement, or on or prior to the date
hereof, at the time of the designation referred to in the following clause (c), and (c) has been designated by the Company
Representative in accordance with the terms of one or more Cash Flow Collateral Documents (provided that no Person shall, with
respect to any Bank Products Agreement, be at any time a Bank Products Affiliate hereunder with respect to more than one Credit
Facility).


 


“Cash Flow Bank
Products Provider” shall mean any Person (other than a Cash Flow Bank Products Affiliate) that has entered into
a Bank Products Agreement with a Cash Flow Credit Party with the obligations of such Cash Flow Credit Party thereunder being secured
by one or more Cash Flow Collateral Documents, as designated by the Company Representative in accordance with the terms of one
or more Cash Flow Collateral Documents (provided that no Person shall, with respect to any Bank Products Agreement, be at any time
a Bank Products Provider hereunder with respect to more than one Credit Facility).


 


“Cash Flow Borrower” shall
mean the Company in its capacity as borrower under the Cash Flow Credit Agreement, together with its successors and assigns.


 


“Cash Flow Collateral Documents”
shall mean all “Security Documents” as defined in the Original Cash Flow Credit Agreement, and all other security
agreements, mortgages, deeds of trust, pledges and other collateral documents executed and delivered in connection with any Cash
Flow Credit Agreement, and any other agreement, document or instrument pursuant to which a Lien is granted securing any Cash Flow
Obligations or under which rights or remedies with respect to such Liens are governed, in each case as the same may be amended,
restated, supplemented, waived or otherwise modified from time to time.


 


“Cash Flow Credit Agreement”
shall mean (i) if the Original Cash Flow Credit Agreement is then in effect, the Original Cash Flow Credit Agreement
and (ii) thereafter, if designated by the Company Representative, any other credit agreement, loan agreement, note
agreement, promissory note, indenture or other agreement or instrument evidencing or governing the terms of any indebtedness or
other financial accommodation that complies with clause (1) of the definition of “Additional Indebtedness” and has
been incurred to refund, refinance, restructure, replace, renew, repay, increase or extend (whether in whole or in part and whether
with the original agent and creditors or other agents and creditors or otherwise) the indebtedness and other obligations outstanding
under (x) the Original Cash Flow Credit Agreement or (y) any subsequent Cash Flow Credit Agreement (in
each case, as amended, restated, supplemented, waived or otherwise modified from time to time); provided, that (a)
such indebtedness or financial accommodation is secured by a Lien ranking pari passu with the Lien securing the First Lien Obligations
(as such term is defined in the relevant Cash Flow Credit Agreement), and (b) the requisite creditors party to such Cash
Flow Credit Agreement (or their agent or other representative on their behalf) shall agree, by a joinder agreement substantially
in the form of Exhibit C attached hereto or otherwise in form and substance reasonably satisfactory to the Initial Junior
Priority Agent (if other than a Designated Agent) and any other Junior Priority Agent (other than any Designated Agent) (or, if
there is no continuing Junior Priority Agent other than any Designated Agent, as designated by the Company Representative), that
the obligations under such Cash Flow Credit Agreement are subject to the terms and provisions of this Agreement. Any reference
to the Cash Flow Credit Agreement shall be deemed a reference to any Cash Flow Credit Agreement then in existence.


 




    	 	-9-	 



     


    

 


“Cash Flow Credit Agreement Lenders”
shall mean one or more holders of Indebtedness (or commitments therefor) that is or may be incurred under any Cash Flow Credit
Agreement, together with their successors, assigns and transferees, as well as any Person designated as a “Cash Flow Credit
Agreement Lender” under any Cash Flow Credit Agreement.


 


“Cash Flow Credit Parties”
shall mean the Cash Flow Borrower, the Cash Flow Guarantors and each other direct or indirect Subsidiary of the Company or any
of its Affiliates that is now or hereafter becomes a party to any Cash Flow Document.


 


“Cash Flow Documents” shall
mean the Cash Flow Credit Agreement, the Cash Flow Guarantees, the Cash Flow Collateral Documents, any Bank Products Agreements
between any Cash Flow Credit Party and any Cash Flow Bank Products Affiliate or any Cash Flow Bank Products Provider, any Hedging
Agreements between any Cash Flow Credit Party and any Cash Flow Hedging Affiliate or any Cash Flow Hedging Provider, any Management
Guarantee in favor of any Cash Flow Management Credit Provider, and those other ancillary agreements as to which the Cash Flow
Agent or any Cash Flow Credit Agreement Lender is a party or a beneficiary and all other agreements, instruments, documents and
certificates, now or hereafter executed by or on behalf of any Cash Flow Credit Party or any of its respective Subsidiaries or
Affiliates, and delivered to the Cash Flow Agent, in connection with any of the foregoing or any Cash Flow Credit Agreement, in
each case as the same may be amended, restated, supplemented, waived or otherwise modified from time to time.


 


“Cash Flow Guarantees”
shall mean that certain guarantee agreement dated as of the date [hereof] [of the Base Intercreditor Agreement] by the Cash Flow
Guarantors in favor of the Cash Flow Agent, and all other guarantees of any Cash Flow Obligations of any Cash Flow Credit Party
by any other Cash Flow Credit Party in favor of any Cash Flow Secured Party, in each case as amended, restated, supplemented, waived
or otherwise modified from time to time.


 


“Cash Flow Guarantors”
shall mean the collective reference to Holdings (so long as Holdings is a guarantor under any of the Cash Flow Guarantees), each
of the Company’s Domestic Subsidiaries that is a guarantor under any of the Cash Flow Guarantees and any other Person who
becomes a guarantor under any of the Cash Flow Guarantees, in each case unless and until released from its guarantee obligations.


 


“Cash Flow Hedging
Affiliate” shall mean any Person who (a) has entered into a Hedging Agreement with a Cash Flow Credit Party
with the obligations of such Cash Flow Credit Party thereunder being secured by one or more Cash Flow Collateral Documents, (b)
was a Cash Flow Agent or a Cash Flow Credit Agreement Lender or an Affiliate of a Cash Flow Agent or a Cash Flow Credit Agreement
Lender, in each case, at the time of entry into such Hedging Agreement, or on or prior to the date hereof, or at the time of the
designation referred to in the following clause (c), and (c) has been designated by the Company Representative in accordance with
the terms of one or more Cash Flow Collateral Documents (provided that no Person shall, with respect to any Hedging Agreement,
be at any time a Hedging Affiliate hereunder with respect to more than one Credit Facility).


 




    	 	-10-	 



     


    

 


“Cash Flow Hedging
Provider” shall mean any Person (other than a Cash Flow Hedging Affiliate) that has entered into a Hedging Agreement
with a Cash Flow Credit Party with the obligations of such Cash Flow Credit Party thereunder being secured by one or more Cash
Flow Collateral Documents, as designated by the Company Representative in accordance with the terms of one or more Cash Flow Collateral
Documents (provided that no Person shall, with respect to any Hedging Agreement, be at any time a Hedging Provider hereunder with
respect to more than one Credit Facility).


 


“Cash Flow Management Credit Provider”
shall mean any Person who (a) is a beneficiary of a Management Guarantee provided by a Cash Flow Credit Party, with the
obligations of the applicable Cash Flow Credit Party thereunder being secured by one or more Cash Flow Collateral Documents and
(b) has been designated by the Company Representative in accordance with the terms of one or more Cash Flow Collateral Documents
(provided that no Person shall, with respect to any Management Guarantee, be at any time a Management Credit Provider with respect
to more than one Credit Facility).


 


“Cash Flow Obligations”
shall mean any and all loans and all other obligations, liabilities and indebtedness of every kind, nature and description, whether
now existing or hereafter arising, whether arising before, during or after the commencement of any case with respect to any Cash
Flow Credit Party under the Bankruptcy Code or any other Insolvency Proceeding, owing by each Cash Flow Credit Party from time
to time to the Cash Flow Agent, the Cash Flow Credit Agreement Lenders or any of them, including any Cash Flow Bank Products Affiliates,
Cash Flow Hedging Affiliates, Cash Flow Bank Products Providers, Cash Flow Hedging Providers or any Cash Flow Management Credit
Providers, whether for principal, interest (including interest, fees and expenses which, but for the commencement of an Insolvency
Proceeding with respect to such Cash Flow Credit Party, would have accrued on any Cash Flow Obligation, whether or not a claim
is allowed against such Cash Flow Credit Party for such interest, fees and expenses in the related Insolvency Proceeding), reimbursement
of amounts drawn under letters of credit, payments for early termination of Hedging Agreements, fees, expenses, indemnification
or otherwise, and all other amounts owing or due under the terms of the Cash Flow Documents, as amended, restated, modified, renewed,
refunded, replaced or refinanced in whole or in part from time to time.


 


“Cash Flow Secured Parties”
shall mean the Cash Flow Agent, all Cash Flow Credit Agreement Lenders, all Cash Flow Bank Products Affiliates, all Cash Flow Hedging
Affiliates, all Cash Flow Bank Product Providers, all Cash Flow Hedging Providers and all Cash Flow Management Credit Providers,
and all successors, assigns, transferees and replacements thereof, as well as any Person designated as a “Cash Flow Secured
Party” under any Cash Flow Credit Agreement.


 


“Collateral” shall mean all
Property now owned or hereafter acquired by any Credit Party in or upon which a Lien is granted or purported to be granted to any
Agent under any of the Cash Flow Collateral Documents, the Initial Junior Priority Collateral Documents or the Additional Collateral
Documents, together with all rents, issues, profits, products, and Proceeds thereof to the extent a Lien is granted or purported
to be granted therein to the applicable Agent by such applicable documents.


 


“Commodities Agreement” shall
mean, in respect of a Person, any commodity futures contract, forward contract, option or similar agreement or arrangement (including
derivative agreements or arrangements), as to which such Person is a party or beneficiary.


 


“Company” shall mean Pisces
Midco, Inc., a Delaware corporation, and any successor in interest thereto.


 




    	 	-11-	 



     


    

 


“Company Representative”
shall have the meaning assigned thereto in the Base Intercreditor Agreement.


 


“Conforming Plan of Reorganization”
shall mean any Plan of Reorganization whose provisions are consistent with the provisions of this Agreement and the Base Intercreditor
Agreement.


 


“Control Collateral” shall
mean any Collateral consisting of any certificated Security, Investment Property, Deposit Account, Instruments, Chattel Paper and
any other Collateral as to which a Lien may be perfected through possession or control by the secured party, or any agent therefor.


 


“Credit Documents” shall
mean the Cash Flow Documents, the Initial Junior Priority Documents and any Additional Documents.


 


“Credit Facility” shall mean
the Cash Flow Credit Agreement, the Initial Junior Lien Credit Facility or any Additional Credit Facility, as applicable.


 


“Credit Parties” shall mean
the Cash Flow Credit Parties, the Initial Junior Priority Credit Parties and any Additional Credit Parties.


 


“Creditor” shall mean any
Senior Priority Creditor or Junior Priority Creditor.


 


“Currency Agreement” shall
mean, in respect of a Person, any foreign exchange contract, currency swap agreement or other similar agreement or arrangements
(including derivative agreements or arrangements), as to which such Person is a party or a beneficiary.


 


“Designated Agent” shall
mean any Additional Agent, any Cash Flow Agent under any Cash Flow Credit Agreement other than the Original Cash Flow Credit Agreement,
or any Initial Junior Priority Agent, in each case as the Company Representative designates as a Designated Agent (as confirmed
in writing by such Party if such designation is made after the execution of this Agreement by such Party (in the case of the Initial
Junior Priority Agent) or the joinder of such Party to this Agreement), as and to the extent so designated. Such designation may
be for all purposes of this Agreement, or may be for one or more specified purposes hereunder or provisions hereof.


 


“DIP Financing” shall have
the meaning set forth in Section 6.1(a).


 


“Discharge of Additional Obligations”
shall mean, if any Indebtedness shall at any time have been incurred under any Additional Credit Facility, with respect to each
Additional Credit Facility: (a) the payment in full in cash of the applicable Additional Obligations that are outstanding
and unpaid at the time all Additional Indebtedness under such Additional Credit Facility is paid in full in cash, (i) including
(if applicable), with respect to amounts available to be drawn under outstanding letters of credit issued thereunder at such time
(or indemnities or other undertakings issued pursuant thereto in respect of outstanding letters of credit at such time), delivery
or provision of cash or backstop letters of credit in respect thereof in compliance with the terms of any such Additional Credit
Facility (which shall not exceed an amount equal to 101.5% of the aggregate undrawn amount of such letters of credit) but (ii)
excluding unasserted contingent indemnification or other obligations under the applicable Additional Credit Facility at such time;
and (b) the termination of all then outstanding commitments to extend credit under the applicable Additional Documents
at such time.


 




    	 	-12-	 



     


    

 


“Discharge of Cash Flow Obligations”
shall mean (a) the payment in full in cash of the applicable Cash Flow Obligations that are outstanding and unpaid at the
time all Indebtedness under the applicable Cash Flow Credit Agreement is paid in full in cash, (i) including (if applicable),
with respect to amounts available to be drawn under outstanding letters of credit issued thereunder at such time (or indemnities
or other undertakings issued pursuant thereto in respect of outstanding letters of credit at such time), delivery or provision
of cash or backstop letters of credit in respect thereof in compliance with the terms of any such Cash Flow Credit Agreement (which
shall not exceed an amount equal to 101.5% of the aggregate undrawn amount of such letters of credit), but (ii) excluding
unasserted contingent indemnification or other obligations under the applicable Cash Flow Credit Agreement at such time, and (b)
the termination of all then outstanding commitments to extend credit under the Cash Flow Documents at such time.


 


“Discharge of Initial Junior Priority
Obligations” shall mean, if any Indebtedness shall at any time have been incurred under any Initial Junior Priority Credit
Facility, with respect to each Junior Priority Credit Facility, (a) the payment in full in cash of the applicable Initial
Junior Priority Obligations that are outstanding and unpaid at the time all Indebtedness under the applicable Initial Junior Priority
Credit Facility is paid in full in cash, (i) including (if applicable), with respect to amounts available to be drawn under
outstanding letters of credit issued thereunder at such time (or indemnities or other undertakings issued pursuant thereto in respect
of outstanding letters of credit at such time), delivery or provision of cash or backstop letters of credit in respect thereof
in compliance with the terms of any such Initial Junior Priority Credit Facility (which shall not exceed an amount equal to 101.5%
of the aggregate undrawn amount of such letters of credit) but (ii) excluding unasserted contingent indemnification or other
obligations under the applicable Initial Junior Priority Credit Facility at such time, and (b) the termination of all then
outstanding commitments to extend credit under the Initial Junior Priority Documents at such time.


 


“Discharge of Junior Priority Obligations”
shall mean the occurrence of all of the Discharge of Initial Junior Priority Obligations and the Discharge of Additional Obligations
in respect of Junior Priority Debt.


 


“Discharge of Senior Priority Obligations”
shall mean the occurrence of all of the Discharge of Cash Flow Obligations and the Discharge of Additional Obligations in respect
of Senior Priority Debt.


 


“Domestic Subsidiary” shall
mean any Subsidiary of the Company that is not a Foreign Subsidiary.


 


“Event of Default” shall
mean an Event of Default under any Cash Flow Credit Agreement, any Initial Junior Priority Credit Facility or any Additional Credit
Facility.


 


“Exercise Any Secured Creditor Remedies”
or “Exercise of Secured Creditor Remedies” shall mean:


 


(a)          the
taking of any action to enforce or realize upon any Lien, including the institution of any foreclosure proceedings or the noticing
of any public or private sale pursuant to Article 9 of the Uniform Commercial Code, or the taking of any action to enforce any
right or power to repossess, replevy, attach, garnish, levy upon or collect the Proceeds of any Lien;


 


(b)          the
exercise of any right or remedy provided to a secured creditor on account of a Lien under any of the Credit Documents, under applicable
law, by self-help repossession, by notification to account obligors of any Grantor in an Insolvency Proceeding or otherwise, including
the election to retain any of the Collateral in satisfaction of a Lien;


 




    	 	-13-	 



     


    

 


(c)          the
taking of any action or the exercise of any right or remedy in respect of the collection on, set off against, marshalling of, injunction
respecting or foreclosure on the Collateral or the Proceeds thereof;


 


(d)          the
appointment of a receiver, receiver and manager or interim receiver of all or part of the Collateral;


 


(e)          the
sale, lease, license, or other disposition of all or any portion of the Collateral by private or public sale or any other means
permissible under applicable law;


 


(f)           the
exercise of any other right of a secured creditor under Part 6 of Article 9 of the Uniform Commercial Code;


 


(g)          the
exercise of any voting rights relating to any Capital Stock included in the Collateral; and


 


(h)          the
delivery of any notice, claim or demand relating to the Collateral to any Person (including any securities intermediary, depository
bank or landlord) in possession or control of any Collateral;


 


provided that (i) filing a proof
of claim or statement of interest in any Insolvency Proceeding, (ii) the acceleration of the Senior Priority Obligations,
(iii) the imposition of a default rate or late fee, (iv) the cessation of lending pursuant to the provisions of the
Senior Priority Documents, (v) the consent by any Senior Priority Agent to disposition by any Grantor of any of the Collateral
or the consent by the Senior Priority Representative to disposition by any Grantor of any of the Collateral or (vi) seeking
adequate protection shall, in each case, not be deemed to be an Exercise of Secured Creditor Remedies.


 


“Financing Lease” shall mean
any lease of property, real or personal, the obligations of the lessee in respect of which are required to be capitalized on a
balance sheet of the lessee in accordance with generally accepted accounting principles as in effect in the United States.


 


“Foreign Subsidiary” shall
mean any Subsidiary of the Company (a) that is organized under the laws of any jurisdiction outside of the United States of America
and any Subsidiary of such Foreign Subsidiary or (b) that is a Foreign Subsidiary Holdco. Any subsidiary of the Company which is
organized and existing under the laws of Puerto Rico or any other territory of the United States of America shall be a Foreign
Subsidiary.


 


“Foreign Subsidiary Holdco”
shall mean any Subsidiary of the Company, so long as such Subsidiary has no material assets other than securities or indebtedness
of one or more Foreign Subsidiaries (or Subsidiaries thereof), intellectual property relating to such Foreign Subsidiaries (or
Subsidiaries thereof), and/or other assets (including cash, Cash Equivalents and Temporary Cash Investments) relating to an ownership
interest in any such securities, indebtedness, intellectual property or Subsidiaries.


 




    	 	-14-	 



     


    

 


“Governmental Authority”
shall mean any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government, including the European Union.


 


“Grantor” shall mean any
Grantor as defined in the Cash Flow Collateral Documents, in the Junior Priority Collateral Documents or in the Additional Collateral
Documents, as the context requires.


 


“Guarantor” shall mean any
of the Cash Flow Guarantors, the Initial Junior Priority Guarantors and any Additional Guarantors.


 


“Hedging
Affiliate” shall mean any Cash Flow Hedging Affiliate, any Initial Junior Priority Hedging Affiliate or any Additional
Hedging Affiliate, as applicable.


 


“Hedging Agreement” shall
mean any Interest Rate Agreement, Commodities Agreement, Currency Agreement or any other credit or equity swap, collar, cap, floor
or forward rate agreement, or other agreement or arrangement designed to protect against fluctuations in interest rates or currency,
commodity, credit or equity values or creditworthiness (including any option with respect to any of the foregoing and any combination
of the foregoing agreements or arrangements), and any confirmation executed in connection with any such agreement or arrangement.


 


“Hedging
Provider” shall mean any Cash Flow Hedging Provider, any Initial Junior Priority Hedging Provider or any Additional
Hedging Provider, as applicable.


 


“Holdings” shall mean Pisces
Holdings, Inc., a Delaware corporation, and any successor in interest thereto.


 


“Impairment” shall (a) with
respect to the Senior Priority Obligations, have the meaning set forth in Section 2.1(i), and (b) with respect to the Junior
Priority Obligations, have the meaning set forth in Section 2.1(j).


 


“Indebtedness” shall mean,
with respect to any Person at any date, (a) all indebtedness of such Person for borrowed money or for the deferred purchase price
of property (other than trade liabilities incurred in the ordinary course of business and payable in accordance with customary
practices), which purchase price is due more than one year after the date of placing such property in final service or taking final
delivery and title thereto, (b) any other indebtedness of such Person which is evidenced by a note, bond, debenture or similar
instrument, (c) all obligations of such Person under Financing Leases, (d) all obligations of such Person in respect of letters
of credit, bankers’ acceptances or other similar instruments issued or created for the account of such Person, (e) all obligations
of such Person in respect of interest rate protection agreements, interest rate futures, interest rate options, interest rate caps
and any other interest rate hedge arrangements, (f) all indebtedness or obligations of the types referred to in the preceding clauses
(a) through (e) to the extent secured by any Lien on any property owned by such Person even though such Person has not assumed
or otherwise become liable for the payment thereof and (g) all guarantees by such Person of Indebtedness of other Persons, to the
extent so guaranteed by such Person.


 


“Initial Junior Priority Agent”
shall mean [          ] in its capacity as collateral agent under the Original
Initial Junior Priority Credit Facility, together with its successors and assigns in such capacity from time to time, whether under
the Original Initial Junior Priority Credit Facility or any subsequent Initial Junior Priority Credit Facility, as well as any
Person designated as the “Agent” or “Collateral Agent” under any Initial Junior Priority Credit Facility.


 




    	 	-15-	 



     


    

 


“Initial Junior Priority Bank Products
Affiliate” shall mean any Person who (a) has entered into a Bank Products Agreement with an Initial Junior Priority
Credit Party with the obligations of such Initial Junior Priority Credit Party thereunder being secured by one or more Initial
Junior Priority Collateral Documents, (b) was an Initial Junior Priority Agent or an Initial Junior Priority Credit Facility
Lender or an Affiliate of an Initial Junior Priority Agent or an Initial Junior Priority Credit Facility Lender, in each case,
at the time of entry into such Bank Products Agreement, or on or prior to the date hereof, or at the time of the designation referred
to in the following clause (c), and (c) has been designated by the Company Representative in accordance with the terms of
one or more Initial Junior Priority Collateral Documents (provided that no Person shall, with respect to any Bank Products Agreement,
be at any time a Bank Products Affiliate hereunder with respect to more than one Credit Facility).


 


“Initial Junior Priority Bank
Products Provider” shall mean any Person (other than an Initial Junior Priority Bank Products Affiliate) that
has entered into a Bank Products Agreement with an Initial Junior Priority Credit Party with the obligations of such Initial Junior
Priority Credit Party thereunder being secured by one or more Initial Junior Priority Collateral Documents, as designated by the
Company Representative in accordance with the terms of one or more Initial Junior Priority Collateral Documents (provided that
no Person shall, with respect to any Bank Products Agreement, be at any time a Bank Products Provider hereunder with respect to
more than one Credit Facility).


 


“Initial Junior Priority Borrower”
shall mean [          ] in [its][their] capacity[y][ies] as borrower[s] under
the Initial Junior Priority Credit Facility, together with its [and their respective] successors and assigns.


 


“Initial Junior Priority Collateral
Documents” shall mean all “Security Documents” as defined in the Original Initial Junior Priority
Credit Facility, and all other security agreements, mortgages, deeds of trust, pledges and other collateral documents executed
and delivered in connection with any Initial Junior Priority Credit Facility, and any other agreement, document or instrument pursuant
to which a Lien is granted securing any Initial Junior Priority Obligations or under which rights or remedies with respect to such
Liens are governed, in each case as the same may be amended, restated, supplemented, waived or otherwise modified from time to
time.


 


“Initial Junior Priority Credit Facility”
shall mean (a) if the Original Initial Junior Priority Credit Facility is then in effect, the Original Initial Junior
Priority Credit Facility, and (b) thereafter, if designated by the Company Representative, any other credit agreement,
loan agreement, note agreement, promissory note, indenture or other agreement or instrument evidencing or governing the terms of
any indebtedness or other financial accommodation that complies with clause (2) of the definition of “Additional Indebtedness”
and that has been incurred to refund, refinance, restructure, replace, renew, repay, increase or extend (whether in whole or in
part and whether with the original agent and creditors or other agents and creditors or otherwise) the indebtedness and other obligations
outstanding under (x) the Original Initial Junior Priority Credit Facility or (y) any subsequent Initial
Junior Priority Credit Facility (in each case, as amended, restated, supplemented, waived or otherwise modified from time to time);
provided, that the requisite creditors party to such Initial Junior Priority Credit Facility (or their agent or other representative
on their behalf) shall agree, by a joinder agreement substantially in the form of Exhibit C attached hereto or otherwise in form
and substance reasonably satisfactory to any Senior Priority Agent (other than any Designated Agent) (or, if there is no continuing
Senior Priority Agent other than any Designated Agent, as designated by the Company Representative), that the obligations under
such Initial Junior Priority Credit Facility are subject to the terms and provisions of this Agreement. Any reference to the Initial
Junior Priority Credit Facility shall be deemed a reference to any Initial Junior Priority Credit Facility then in existence.


 




    	 	-16-	 



     


    

 


“Initial Junior Priority Credit Facility
Lenders” shall mean one or more holders of Indebtedness (or commitments therefor) that is or may be incurred under any
Initial Junior Priority Credit Facility, together with their successors, assigns and transferees, as well as any Person designated
as an “Initial Junior Priority Credit Facility Lender” under any Initial Junior Priority Credit Facility.


 


“Initial Junior Priority Credit Parties”
shall mean the Initial Junior Priority Borrower, the Initial Junior Priority Guarantors and each other direct or indirect Subsidiary
of the Company or any of its Affiliates that is now or hereafter becomes a party to any Initial Junior Priority Document.


 


“Initial Junior Priority Creditors”
shall mean all Initial Junior Priority Credit Facility Lenders, all Initial Junior Priority Bank Products Affiliates, all Initial
Junior Priority Hedging Affiliates, all Initial Junior Priority Bank Products Providers, all Initial Junior Priority Hedging Providers
and all Initial Junior Priority Management Credit Providers, and all successors, assigns, transferees and replacements thereof,
as well as any Person designated as an “Initial Junior Priority Creditor” under any Initial Junior Priority Credit
Facility.


 


“Initial Junior Priority Documents”
shall mean the Initial Junior Priority Credit Facility, the Initial Junior Priority Guarantees, the Initial Junior Priority Collateral
Documents, any Bank Products Agreements between any Initial Junior Priority Credit Party and any Initial Junior Priority Bank Products
Affiliate or any Initial Junior Priority Bank Products Provider, any Hedging Agreements between any Initial Junior Priority Credit
Party and any Initial Junior Priority Hedging Affiliate or Initial Junior Priority Hedging Provider, any Management Guarantee in
favor of any Initial Junior Priority Management Credit Provider, those other ancillary agreements as to which the Initial Junior
Priority Agent or any Initial Junior Priority Secured Party is a party or a beneficiary and all other agreements, instruments,
documents and certificates, now or hereafter executed by or on behalf of any Initial Junior Priority Credit Party or any of its
respective Subsidiaries or Affiliates, and delivered to the Initial Junior Priority Agent, in connection with any of the foregoing
or any Initial Junior Priority Credit Facility, in each case as the same may be amended, restated, supplemented, waived or otherwise
modified from time to time.


 


“Initial Junior Priority Guarantees”
shall mean the guarantees of the Initial Junior Priority Guarantors pursuant to the [          ]4,
and all other guarantees of any Initial Junior Priority Obligations of any Initial Junior Priority Credit Party in favor of any
Initial Junior Priority Secured Party, in each case as the same may be amended, restated, supplemented, waived or otherwise modified
from time to time.


 


“Initial Junior Priority Guarantors”
shall mean the collective reference to Holdings (so long as Holdings is a Guarantor under any of the Initial Junior Priority Guarantees),
each of the Company’s Domestic Subsidiaries that is a guarantor under any of the Initial Junior Priority Guarantees and any
other Person who becomes a guarantor under any of the Initial Junior Priority Guarantees, in each case unless and until released
from its guarantee obligations.


 





 



 


		4	Describe original guarantee arrangements.



 




    	 	-17-	 



     


    

 


“Initial Junior
Priority Hedging Affiliate” shall
mean any Person who (a) has entered into a Hedging Agreement with an Initial Junior Priority Credit Party with the obligations
of such Initial Junior Priority Credit Party thereunder being secured by one or more Initial Junior Priority Collateral Documents,
(b) was an Initial Junior Priority Agent or an Initial Junior Priority Credit Facility Lender or an Affiliate of an Initial
Junior Priority Agent or an Initial Junior Priority Credit Facility Lender, in each case, at the time of entry into such Hedging
Agreement, or on or prior to the date hereof, or at the time of the designation referred to in the following clause (c), and (c)
has been designated by the Company Representative in accordance with the terms of one or more Initial Junior Priority Collateral
Documents (provided that no Person shall, with respect to any Hedging Agreement, be at any time a Hedging Affiliate hereunder with
respect to more than one Credit Facility).


 


“Initial Junior Priority Hedging
Provider” shall mean any Person (other than an Initial Junior Priority Hedging Affiliate) that has entered into
a Hedging Agreement with an Initial Junior Priority Credit Party with the obligations of such Initial Junior Priority Credit Party
thereunder being secured by one or more Initial Junior Priority Collateral Documents, as designated by the Company Representative
in accordance with the terms of one or more Initial Junior Priority Collateral Documents (provided that no Person shall, with respect
to any Hedging Agreement, be at any time a Hedging Provider hereunder with respect to more than one Credit Facility).


 


“Initial Junior Priority Management
Credit Provider” shall mean any Person who (a) is a beneficiary of a Management Guarantee provided by an Initial
Junior Priority Credit Party, with the obligations of the applicable Initial Junior Priority Credit Party thereunder being secured
by one or more Initial Junior Priority Collateral Documents, and (b) has been designated by the Company Representative in
accordance with the terms of one or more Initial Junior Priority Collateral Documents (provided that no Person shall, with respect
to any Management Guarantee, be at any time a Management Credit Provider with respect to more than one Credit Facility).


 


“Initial Junior Priority Obligations”
shall mean any and all loans and all other obligations, liabilities and indebtedness of every kind, nature and description, whether
now existing or hereafter arising, whether arising before, during or after the commencement of any case with respect to any Initial
Junior Priority Credit Party under the Bankruptcy Code or any other Insolvency Proceeding, owing by each Initial Junior Priority
Credit Party from time to time to any Initial Junior Priority Agent, any Initial Junior Priority Creditors or any of them, including
any Initial Junior Priority Bank Products Affiliates, Initial Junior Priority Hedging Affiliates, Initial Junior Priority Bank
Products Providers or Initial Junior Priority Hedging Providers or any Initial Junior Priority Management Credit Providers, whether
for principal, interest (including interest, fees and expenses which, but for the commencement of an Insolvency Proceeding with
respect to such Initial Junior Priority Credit Party, would have accrued on any Initial Junior Priority Obligation, whether or
not a claim is allowed against such Initial Junior Priority Credit Party for such interest, fees and expenses in the related Insolvency
Proceeding), reimbursement of amounts drawn under letters of credit, payments for early termination of Hedging Agreements, fees,
expenses, indemnification or otherwise, and all other amounts owing or due under the terms of the Initial Junior Priority Documents,
as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.


 




    	 	-18-	 



     


    

 


“Initial Junior Priority Secured Parties”
shall mean the Initial Junior Priority Agent and the Initial Junior Priority Creditors.


 


“Insolvency Proceeding” shall
mean (a) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization,
insolvency, liquidation, receivership, dissolution, winding up or relief of debtors, or (b) any general assignment for the
benefit of creditors, composition, marshalling of assets for creditors or other similar arrangement in respect of its creditors
generally or any substantial portion of its creditors; in each case covered by clauses (a) and (b) undertaken under United States
Federal, State or foreign law, including the Bankruptcy Code or other applicable Bankruptcy Law.


 


“Interest Rate Agreement”
shall mean, with respect to any Person, any interest rate protection agreement, future agreement, option agreement, swap agreement,
cap agreement, collar agreement, hedge agreement or other similar agreement or arrangement (including derivative agreements or
arrangements), as to which such Person is party or a beneficiary.


 


“Junior Priority Agent” shall
mean any of the Initial Junior Priority Agent and any Additional Agent under any Junior Priority Documents.


 


“Junior Priority Collateral Documents”
shall mean the Initial Junior Priority Collateral Documents and any Additional Collateral Documents in respect of any Junior Priority
Obligations.


 


“Junior Priority Credit Facility”
shall mean the Initial Junior Priority Credit Facility and any Additional Credit Facility in respect of any Junior Priority Obligations.


 


“Junior Priority Creditors”
shall mean the Initial Junior Priority Creditors and any Additional Credit Facility Secured Party in respect of any Junior Priority
Obligations.


 


“Junior Priority Debt” shall
mean:


 


(1)          all
Initial Junior Priority Obligations; and


 


(2)          any
Additional Obligations of any Credit Party so long as on or before the date on which the relevant Additional Indebtedness is incurred,
such Indebtedness is designated by the Company Representative as “Junior Priority Debt” in the relevant Additional
Indebtedness Designation delivered pursuant to Section 7.11(a)(iii).


 


“Junior Priority Documents”
shall mean the Initial Junior Priority Documents and any Additional Documents in respect of any Junior Priority Obligations.


 


“Junior Priority Lien” shall
mean a Lien granted or purported to be granted (a) pursuant to an Initial Junior Priority Collateral Document to the Initial Junior
Priority Agent or (b) pursuant to an Additional Collateral Document to any Additional Agent for the purpose of securing Junior
Priority Obligations.


 


“Junior Priority Obligations”
shall mean the Initial Junior Priority Obligations and any Additional Obligations constituting Junior Priority Debt.


 




    	 	-19-	 



     


    

 


“Junior Priority Representative”
shall mean the Junior Priority Agent designated by the Junior Priority Agents to act on behalf of the Junior Priority Agents hereunder,
acting in such capacity. The Junior Priority Representative shall initially be the Initial Junior Priority Agent under the Original
Initial Junior Priority Credit Facility while the Original Initial Junior Priority Credit Facility is in effect; if the Original
Initial Junior Priority Credit Facility is not in effect, the Junior Priority Representative shall be the Initial Junior Priority
Agent under the relevant subsequent Initial Junior Priority Documents acting for the Junior Priority Secured Parties, unless the
exposure of the corresponding Junior Priority Secured Parties under any other Additional Documents in respect of other Junior Priority
Obligations exceeds the exposure of the relevant Junior Priority Secured Parties under such subsequent Initial Junior Priority
Documents, and in such case, the Junior Priority Agent under the Junior Priority Documents under which the relevant Junior Priority
Secured Parties have the greatest exposure (unless otherwise agreed in writing among the Junior Priority Agents).


 


“Junior Priority Secured Parties”
shall mean, at any time, all of the Junior Priority Agents and all of the Junior Priority Creditors.


 


“Lien” shall mean any mortgage,
pledge, hypothecation, assignment for purposes of security, security deposit arrangement, encumbrance, lien (statutory or other),
charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind
or nature whatsoever (including any conditional sale or other title retention agreement and any Financing Lease having substantially
the same economic effect as any of the foregoing).


 


“Lien Priority” shall mean,
with respect to any Lien of the Cash Flow Agent, the Cash Flow Secured Parties, the Initial Junior Priority Agent, the Initial
Junior Priority Creditors, any Additional Agent or any Additional Credit Facility Secured Party in the Collateral, the order of
priority of such Lien as specified in Section 2.1.


 


“Management Credit Provider”
shall mean any Additional Management Credit Provider, any Cash Flow Management Credit Provider or any Initial Junior Priority Management
Credit Provider, as applicable.


 


“Management Guarantee” shall
have the meaning assigned to such term in (a) with respect to the Cash Flow Obligations, the Original Cash Flow Credit Agreement
(if the Original Cash Flow Credit Agreement is then in effect), or in any other Cash Flow Credit Agreement then in effect (if the
Original Cash Flow Credit Agreement is not then in effect), (b) with respect to the Initial Junior Priority Obligations, the Original
Initial Junior Priority Credit Facility (if the Original Initial Junior Priority Credit Facility is then in effect), or in any
other Initial Junior Priority Credit Facility then in effect (if the Original Initial Junior Priority Credit Facility is not then
in effect and (c) with respect to any Additional Obligations, in the applicable Additional Credit Facility.


 


“Moody’s” shall mean
Moody’s Investors Service, Inc., and its successors.


 


“Original Cash Flow Credit Agreement”
shall mean that certain Cash Flow Credit Agreement dated as of April 12, 2018, by and among the Cash Flow Borrower, JPMorgan Chase
Bank, N.A., as administrative agent, the Cash Flow Credit Agreement Lenders and the Cash Flow Agent, as amended, restated, supplemented,
waived or otherwise modified from time to time.


 




    	 	-20-	 



     


    

 


“Original Initial Junior Priority Credit
Facility” shall mean the [          ]5,
dated as of [         ], among [          ],
as such agreement may be amended, restated, supplemented, waived or otherwise modified from time to time.


 


“Party” shall mean any of
the Cash Flow Agent, the Initial Junior Priority Agent or any Additional Agent, and “Parties” shall mean all
of the Cash Flow Agent, the Initial Junior Priority Agent and any Additional Agent.


 


“Person” shall mean an individual,
partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint
venture, Governmental Authority or other entity of whatever nature.


 


“Plan of Reorganization”
shall have the meaning assigned thereto in the Base Intercreditor Agreement.


 


“Pledged Securities”
shall have the meaning set forth in the Cash Flow Collateral Documents, in the Initial Junior Priority Collateral Documents or
in any Additional Collateral Documents, as the context requires.


 


“Proceeds” shall mean (a)
all “proceeds,” as defined in Article 9 of the Uniform Commercial Code, with respect to the Collateral, (b) whatever
is recoverable or recovered when any Collateral is sold, exchanged, collected, or disposed of, whether voluntarily or involuntarily
and (c) in the case of Proceeds of Pledged Securities, all dividends or other income from the Pledged Securities, collections thereon
or distributions or payments with respect thereto.


 


“Property” shall mean any
interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.


 


“Requisite Senior Priority Holders”
shall mean Senior Priority Secured Parties holding, in the aggregate, in excess of 50% of the aggregate principal amount of the
Senior Priority Obligations (other than Senior Priority Obligations in respect of Bank Products Agreements, Hedging Agreements
or Management Guarantees at any time and for so long as there are any outstanding Senior Priority Obligations in respect of any
Senior Priority Credit Facility); provided that, (x) if the matter being consented to or the action being taken by
the Senior Priority Representative is the subordination of Liens to other Liens, or the consent to a sale of all or substantially
all of the Collateral, then “Requisite Senior Priority Holders” shall mean those Senior Priority Secured Parties necessary
to validly consent to the requested action in accordance with the applicable Senior Priority Documents and (y) except as
may be separately otherwise agreed in writing by and between or among each Senior Priority Agent, on behalf of itself and the Senior
Priority Creditors represented thereby, if the matter being consented to or the action being taken by the Senior Priority Representative
will affect any Series of Senior Priority Debt in a manner different and materially adverse relative to the manner such matter
or action affects any other Series of Senior Priority Debt (except to the extent expressly set forth in this Agreement), then “Requisite
Senior Priority Holders” shall mean (1) Senior Priority Secured Parties holding, in the aggregate, in excess of 50%
of the aggregate principal amount of the Senior Priority Obligations (other than Senior Priority Obligations in respect of Bank
Products Agreements, Hedging Agreements or Management Guarantees at any time and for so long as there are any outstanding Senior
Priority Obligations in respect of any Senior Priority Credit Facility) and (2) Senior Priority Secured Parties holding,
in the aggregate, in excess of 50% of the aggregate principal amount of the applicable Series of Senior Priority Debt (other than
Senior Priority Obligations in respect of Bank Products Agreements, Hedging Agreements or Management Guarantees at any time and
for so long as there are any outstanding Senior Priority Obligations in respect of any Senior Priority Credit Facility).


 





 



 


		5	Describe the Original Initial Junior Priority Credit Facility.



 




    	 	-21-	 



     


    

 


“S&P” shall mean Standard
& Poor’s Financial Services LLC, a division of S&P Global, Inc., and its successors.


 


“Secured Parties” shall mean
the Senior Priority Secured Parties and the Junior Priority Secured Parties.


 


“Senior Priority Agent” shall
mean any of the Cash Flow Agent or any Additional Agent under any Senior Priority Documents.


 


“Senior Priority Credit Facility”
shall mean the Cash Flow Credit Agreement and any Additional Credit Facility in respect of any Senior Priority Obligations.


 


“Senior Priority Creditors”
shall mean the Cash Flow Secured Parties and any Additional Credit Facility Secured Party in respect of any Senior Priority Obligations.


 


“Senior Priority Debt” shall
mean:


 


(1)          all
Cash Flow Obligations; and


 


(2)          any
Additional Obligations of any Credit Party so long as on or before the date on which the relevant Additional Indebtedness is incurred,
such Indebtedness is designated by the Company Representative as “Senior Priority Debt” in the relevant Additional
Indebtedness Designation delivered pursuant to Section 7.11(a)(iii).


 


“Senior Priority Documents”
shall mean the Cash Flow Documents and any Additional Documents in respect of any Senior Priority Obligations.


 


“Senior Priority Lien” shall
mean a Lien granted (a) by a Cash Flow Collateral Document to the Cash Flow Agent or (b) by an Additional Collateral Document to
any Additional Agent for the purpose of securing Senior Priority Obligations.


 


“Senior Priority Obligations”
shall mean the Cash Flow Obligations and any Additional Obligations constituting Senior Priority Debt.


 


“Senior Priority Recovery”
shall have the meaning set forth in Section 5.3.


 




    	 	-22-	 



     


    

 


“Senior Priority Representative”
shall mean the Senior Priority Agent designated by the Senior Priority Agents to act on behalf of the Senior Priority Agents under
this Agreement, acting in such capacity; provided that, at any time the Base Intercreditor Agreement is in effect, the Senior
Priority Representative shall be the “Cash Flow Collateral Representative” as defined under the Base Intercreditor
Agreement. If the Base Intercreditor Agreement is no longer in effect, the Senior Priority Representative shall initially be the
Cash Flow Agent under the Original Cash Flow Credit Agreement while the Original Cash Flow Credit Agreement is in effect; if the
Original Cash Flow Credit Agreement is not in effect, the Senior Priority Representative shall be (1) the Senior Priority
Agent under the relevant subsequent Cash Flow Credit Agreement acting for the Senior Priority Secured Parties, if any, or (2)
if there is no subsequent Cash Flow Credit Agreement, or if the principal amount of the Cash Flow Obligations owed to the corresponding
Senior Priority Secured Parties under any other Additional Documents in respect of other Senior Priority Obligations exceeds the
principal amount of Cash Flow Obligations owed to the relevant Senior Priority Secured Parties under such subsequent Cash Flow
Credit Agreement, the Senior Priority Agent under the Senior Priority Documents under which the relevant Senior Priority Secured
Parties are owed the greatest principal amount of Cash Flow Obligations (unless otherwise agreed in writing among the Senior Priority
Agents).


 


“Senior Priority Secured Parties”
shall mean, at any time, all of the Senior Priority Agents and all of the Senior Priority Creditors.


 


“Series of Junior Priority Debt”
shall mean, severally, (a) the Indebtedness outstanding under the Initial Junior Priority Credit Facility and (b)
the Indebtedness outstanding under any Additional Credit Facility in respect of or constituting Junior Priority Debt.


 


“Series of Senior Priority Debt”
shall mean, severally, (a) the Indebtedness outstanding under the Cash Flow Credit Agreement and (b) the Indebtedness
outstanding under any Additional Credit Facility in respect of or constituting Senior Priority Debt.


 


“Specified Default” shall
mean a Specified Default under any Cash Flow Credit Agreement, any Initial Junior Priority Credit Facility or any Additional Credit
Facility.


 


“Standstill Period” shall
have the meaning set forth in Section 2.3(a).


 


“Subsidiary” of any Person
shall mean a corporation, partnership, limited liability company, or other entity (a) of which shares of stock or other ownership
interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of
the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership,
limited liability company or other entity are at the time owned by such Person, or (b) the management of which is otherwise controlled,
directly or indirectly through one or more intermediaries, or both, by such Person and, in the case of this clause (b), which is
treated as a consolidated subsidiary for accounting purposes.


 




    	 	-23-	 



     


    

 


“Temporary Cash Investments”
shall mean any of the following: (i) any investment in (x) direct obligations of the United States of America, Canada,
the United Kingdom, Switzerland, a member state of the European Union or any country in whose currency funds are being held pending
their application in the making of an investment or capital expenditure by the Company or a Subsidiary in that country or with
such funds, or any agency or instrumentality of any thereof, or obligations guaranteed by the United States of America, Canada,
the United Kingdom, Switzerland or a member state of the European Union or any country in whose currency funds are being held pending
their application in the making of an investment or capital expenditure by the Company or a Subsidiary in that country or with
such funds, or any agency or instrumentality of any of the foregoing, or obligations guaranteed by any of the foregoing or (y)
direct obligations of any foreign country recognized by the United States of America rated at least “A” by S&P
or “A2” by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating of
S&P or Moody’s then exists, the equivalent of such rating by any nationally recognized rating organization as shall be
approved by any Agent (other than any Designated Agent), in each case, in its reasonable judgment (or, if there is no continuing
Agent other than the Designated Agent, as designated by the Company Representative), (ii) overnight bank deposits, and investments
in time deposit accounts, certificates of deposit, bankers’ acceptances and money market deposits (or, with respect to foreign
banks, similar instruments) maturing not more than one year after the date of acquisition thereof issued by (x) any bank
or other institutional entity providing indebtedness or financial accommodation under the Cash Flow Credit Agreement, the Initial
Junior Priority Credit Facility or any Additional Credit Facility or any affiliate thereof or (y) a bank or trust company
that is organized under the laws of the United States of America, any state thereof or any foreign country recognized by the United
States of America having capital and surplus aggregating in excess of $250.0 million (or the foreign currency equivalent thereof)
and whose long term debt is rated at least “A” by S&P or “A2” by Moody’s (or, in either case,
the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of
such rating by any nationally recognized rating organization as shall be approved by any Agent (other than any Designated Agent),
in each case, in its reasonable judgment (or, if there is no continuing Agent other than any Designated Agent, as designated by
the Company Representative)) at the time such investment is made, (iii) repurchase obligations for underlying securities
or instruments of the types described in clause (i) or (ii) above entered into with a bank meeting the qualifications described
in clause (ii) above, (iv) investments in commercial paper, maturing not more than 24 months after the date of acquisition,
issued by a Person (other than that of the Company or any of its Subsidiaries), with a rating at the time as of which any investment
therein is made of “P-2” (or higher) according to Moody’s or “A-2” (or higher) according to S&P
(or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists,
the equivalent of such rating by any nationally recognized rating organization as shall be approved by any Agent (other than any
Designated Agent), in each case, in its reasonable judgment (or, if there is no continuing Agent other than any Designated Agent,
as designated by the Company Representative)), (v) investments in securities maturing not more than 24 months after the
date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any
political subdivision or taxing authority thereof, and rated at least “BBB-” by S&P or “Baa3” by Moody’s
(or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists,
the equivalent of such rating by any nationally recognized rating organization as shall be approved by any Agent (other than any
Designated Agent), in each case, in its reasonable judgment (or, if there is no continuing Agent other than any Designated Agent,
as designated by the Company Representative)), (vi) Indebtedness or Preferred Stock (other than of the Company or any of
its Subsidiaries) having a rating of “A” or higher by S&P or “A2” or higher by Moody’s (or, in
either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent
of such rating by any nationally recognized rating organization as shall be approved by any Agent (other than any Designated Agent),
in each case, in its reasonable judgment (or, if there is no continuing Agent other than any Designated Agent, as designated by
the Company Representative), (vii) investment funds investing at least 90% of their assets in securities of the type described
in clauses (i)-(vi) above (which funds may also hold cash pending investment and/or distribution), (viii) any money market
deposit accounts issued or offered by a domestic commercial bank or a commercial bank organized and located in a country recognized
by the United States of America, in each case, having capital and surplus in excess of $250.0 million (or the foreign currency
equivalent thereof), or investments in money market funds subject to the risk limiting conditions of Rule 2a-7 (or any successor
rule) of the Securities and Exchange Commission under the Investment Company Act of 1940, as amended and (ix) similar investments
approved by the board of directors of the Company Representative in the ordinary course of business.


 




    	 	-24-	 



     


    

 


“Uniform Commercial Code”
shall mean the Uniform Commercial Code as the same may, from time to time, be in effect in the State of New York; provided
that to the extent that the Uniform Commercial Code is used to define any term in any security document and such term is defined
differently in differing Articles of the Uniform Commercial Code, the definition of such term contained in Article 9 shall govern;
provided, further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment,
perfection, publication or priority of, or remedies with respect to, Liens of any Party is governed by the Uniform Commercial Code
or foreign personal property security laws as enacted and in effect in a jurisdiction other than the State of New York, the term
“Uniform Commercial Code” will mean the Uniform Commercial Code or such foreign personal property security laws as
enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection,
priority or remedies and for purposes of definitions related to such provisions.


 


“United States” shall mean
the United States of America.


 


Section 1.3           Rules
of Construction. Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular,
references to the singular include the plural, the term “including” is not limiting, and the term “or”
has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. The words “hereof”,
“herein”, “hereby”, “hereunder”, and similar terms in this Agreement refer
to this Agreement as a whole and not to any particular provision of this Agreement. Article, section, subsection, clause, schedule,
and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Agreement to any agreement,
instrument, or document shall include all alterations, amendments, changes, extensions, modifications, refinancings, renewals,
replacements, restatements, substitutions, joinders, and supplements thereto and thereof, as applicable (subject to any restrictions
on such alterations, amendments, changes, extensions, modifications, refinancings, renewals, replacements, restatements, substitutions,
joinders, and supplements set forth herein). Any reference herein to any Person shall be construed to include such Person’s
successors and assigns, and any reference herein to any Person acting in a particular capacity shall be construed to include such
Person’s successors and assigns in that capacity. Any reference herein to the repayment in full of an obligation shall mean
the payment in full in cash of such obligation, or in such other manner as may be approved in writing by the requisite holders
or representatives in respect of such obligation.


 




    	 	-25-	 



     


    

 


ARTICLE II


 


LIEN PRIORITY


 


Section 2.1           Agreement
to Subordinate.


 


(a)          Notwithstanding
(i) the date, time, method, manner, or order of grant, attachment, or perfection (including any defect or deficiency or
alleged defect or deficiency in any of the foregoing) of any Liens granted to any Senior Priority Agent or any Senior Priority
Creditors in respect of all or any portion of the Collateral, or of any Liens granted to any Junior Priority Agent or any Junior
Priority Creditors in respect of all or any portion of the Collateral, and regardless of how any such Lien was acquired (whether
by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document
or instrument for perfecting the Liens in favor of any Senior Priority Agent, any Senior Priority Creditors, any Junior Priority
Agent or any Junior Priority Creditors in any Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy
Code or any other applicable law, or of any Senior Priority Documents or Junior Priority Documents, (iv) whether any Senior
Priority Agent or any Junior Priority Agent, in each case either directly or through agents, holds possession of, or has control
over, all or any part of the Collateral, (v) the fact that any such Liens in favor of any Senior Priority Agent or any Senior
Priority Creditors securing any of the Senior Priority Obligations are (x) subordinated to any Lien securing any other obligation
of any Credit Party or (y) otherwise subordinated, voided, avoided, invalidated or lapsed or (vi) any other circumstance
of any kind or nature whatsoever, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented
thereby, hereby agrees that:


 


(i)           any
Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of any Junior Priority Agent or any
Junior Priority Creditor that secures all or any portion of the Junior Priority Obligations shall be junior and subordinate in
all respects to all Liens granted to any of the Senior Priority Agents and the Senior Priority Creditors in the Collateral to secure
all or any portion of the Senior Priority Obligations;


 


(ii)          any
Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of any Senior Priority Agent or any
Senior Priority Creditor that secures all or any portion of the Senior Priority Obligations shall be senior and prior in all respects
to all Liens granted to any of the Junior Priority Agents and the Junior Priority Creditors in the Collateral to secure all or
any portion of the Junior Priority Obligations;


 


(iii)         except
as otherwise provided in Sections 2.1(a)(11) and (12) of the Base Intercreditor Agreement, any Lien in respect of all or any portion
of the Collateral now or hereafter held by or on behalf of any Senior Priority Agent or any Senior Priority Creditor that secures
all or any portion of the Senior Priority Obligations shall be pari passu and equal in priority in all respects with any Lien in
respect of all or any portion of the Collateral now or hereafter held by or on behalf of any other Senior Priority Agent or any
other Senior Priority Creditor that secures all or any portion of the Senior Priority Obligations; and


 


(iv)         except
as otherwise provided in Sections 2.1(a)(11) and (12) of the Base Intercreditor Agreement, and except as may be separately otherwise
agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior
Priority Secured Parties represented thereby, any Lien in respect of all or any portion of the Collateral now or hereafter held
by or on behalf of any Junior Priority Agent or any Junior Priority Creditor that secures all or any portion of the Junior Priority
Obligations shall be pari passu and equal in priority in all respects with any Lien in respect of all or any portion of the Collateral
now or hereafter held by or on behalf of any other Junior Priority Agent or any other Junior Priority Creditor that secures all
or any portion of the Junior Priority Obligations.


 




    	 	-26-	 



     


    

 


(b)          Notwithstanding
(i) the date, time, method, manner, or order of grant, attachment, or perfection (including any defect or deficiency or
alleged defect or deficiency in any of the foregoing) of any Liens granted to any Senior Priority Agent or any Senior Priority
Creditors in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant,
statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or
instrument for perfecting the Liens in favor of any other Senior Priority Agent or any other Senior Priority Creditors in any Collateral,
(iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of any Senior Priority
Documents, (iv) whether any Senior Priority Agent, in each case either directly or through agents, holds possession of,
or has control over, all or any part of the Collateral, (v) the fact that any such Liens in favor of any Senior Priority
Agent or any Senior Priority Creditors securing any of the Senior Priority Obligations are (x) subordinated to any Lien
securing any other obligation of any Credit Party or (y) otherwise subordinated, voided, avoided, invalidated or lapsed
or (vi) any other circumstance of any kind or nature whatsoever, each Senior Priority Agent, for and on behalf of itself
and the Senior Priority Creditors represented thereby, hereby agrees that, except as otherwise provided in Sections 2.1(a)(11)
and (12) of the Base Intercreditor Agreement or as may be separately otherwise agreed in writing by and between or among any applicable
Senior Priority Agents, in each case on behalf of itself and the Senior Priority Creditors represented thereby, any Lien in respect
of all or any portion of the Collateral now or hereafter held by or on behalf of any Senior Priority Agent or any Senior Priority
Creditor that secures all or any portion of the Senior Priority Obligations shall be pari passu and equal in priority in all respects
with any Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of any other Senior Priority
Agent or any other Senior Priority Creditor that secures all or any portion of the Senior Priority Obligations.


 


(c)          Notwithstanding
(i) the date, time, method, manner, or order of grant, attachment, or perfection (including any defect or deficiency or
alleged defect or deficiency in any of the foregoing) of any Liens granted to any Junior Priority Agent or any Junior Priority
Creditors in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant,
statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or
instrument for perfecting the Liens in favor of any other Junior Priority Agent or any other Junior Priority Creditors in any Collateral,
(iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of any Junior Priority
Documents, (iv) whether any Junior Priority Agent, in each case either directly or through agents, holds possession of,
or has control over, all or any part of the Collateral, (v) the fact that any such Liens in favor of any Junior Priority
Agent or any Junior Priority Creditors securing any of the Junior Priority Obligations are (x) subordinated to any Lien
securing any other obligation of any Credit Party or (y) otherwise subordinated, voided, avoided, invalidated or lapsed
or (vi) any other circumstance of any kind or nature whatsoever, each Junior Priority Agent, for and on behalf of itself
and the Junior Priority Creditors represented thereby, hereby agrees that, except as otherwise provided in Sections 2.1(a)(11)
and (12) of the Base Intercreditor Agreement or as may be separately otherwise agreed in writing by and between or among any applicable
Junior Priority Agents, in each case on behalf of itself and the Junior Priority Creditors represented thereby, any Lien in respect
of all or any portion of the Collateral now or hereafter held by or on behalf of any Junior Priority Agent or any Junior Priority
Creditor that secures all or any portion of the Junior Priority Obligations shall be pari passu and equal in priority in all respects
with any Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of any other Junior Priority
Agent or any other Junior Priority Creditor that secures all or any portion of the Junior Priority Obligations.


 




    	 	-27-	 



     


    

 


(d)          Notwithstanding
any failure by any Senior Priority Secured Party to perfect its security interests in the Collateral or any avoidance, invalidation,
priming or subordination by any third party or court of competent jurisdiction (including in any Insolvency Proceeding) of the
security interests in the Collateral granted to any of the Senior Priority Secured Parties, the priority and rights as (x)
between the respective classes of Senior Priority Secured Parties, and (y) between the Senior Priority Secured Parties,
on the one hand, and the Junior Priority Secured Parties, on the other hand, with respect to the Collateral shall be as set forth
herein. Notwithstanding any failure by any Junior Priority Secured Party to perfect its security interests in the Collateral or
any avoidance, invalidation, priming or subordination by any third party or court of competent jurisdiction of the security interests
in the Collateral granted to any of the Junior Priority Secured Parties, the priority and rights as between the respective classes
of Junior Priority Secured Parties with respect to the Collateral shall be as set forth herein. Lien priority as among the Senior
Priority Obligations and the Junior Priority Obligations with respect to any Collateral will be governed solely by this Agreement,
except as may be separately otherwise agreed in writing by or among any applicable Parties to the extent permitted pursuant to
this Agreement and the Base Intercreditor Agreement (as applicable).


 


(e)          The
Cash Flow Agent, for and on behalf of itself and the Cash Flow Secured Parties, acknowledges and agrees that (x) concurrently
herewith, the Initial Junior Priority Agent, for the benefit of itself and the Initial Junior Priority Secured Parties, has been
granted Junior Priority Liens upon all of the Collateral in which the Cash Flow Agent has been granted Senior Priority Liens, and
the Cash Flow Agent hereby consents thereto, and (y) one or more Additional Agents, each on behalf of itself and any Additional
Credit Facility Secured Parties represented thereby, may be granted Senior Priority Liens or Junior Priority Liens upon all of
the Collateral in which the Cash Flow Agent has been granted Senior Priority Liens, and the Cash Flow Agent hereby consents thereto.


 


(f)           The
Initial Junior Priority Agent, for and on behalf of itself and the Initial Junior Priority Secured Parties, acknowledges and agrees
that (x) the Cash Flow Agent, for the benefit of itself and the Cash Flow Secured Parties, has been granted Senior Priority
Liens upon all of the Collateral in which the Initial Junior Priority Agent has been granted Junior Priority Liens, and the Initial
Junior Priority Agent hereby consents thereto, and (y) one or more Additional Agents, each on behalf of itself and any Additional
Credit Facility Secured Parties represented thereby, may be granted Senior Priority Liens or Junior Priority Liens upon all of
the Collateral in which the Initial Junior Priority Agent has been granted Junior Priority Liens, and the Initial Junior Priority
Agent hereby consents thereto.


 


(g)          Each
Additional Agent, for and on behalf of itself and any Additional Credit Facility Secured Parties represented thereby, acknowledges
and agrees that, (x) the Cash Flow Agent, for the benefit of itself and the Cash Flow Secured Parties, has been granted
Senior Priority Liens upon all of the Collateral in which such Additional Agent is being granted Liens, and such Additional Agent
hereby consents thereto, (y) concurrently herewith, the Initial Junior Priority Agent, for the benefit of itself and the
Initial Junior Priority Secured Parties, has been granted Junior Priority Liens upon all of the Collateral in which such Additional
Agent is being granted Liens, and such Additional Agent hereby consents thereto, and (z) one or more other Additional Agents,
each on behalf of itself and any Additional Credit Facility Secured Parties represented thereby, have been or may be granted Senior
Priority Liens or Junior Priority Liens upon all of the Collateral in which such Additional Agent is being granted Liens, and such
Additional Agent hereby consents thereto.


 


(h)          Lien
priority as among the Additional Obligations, the Cash Flow Obligations and the Initial Junior Priority Obligations with respect
to any Collateral will be governed solely by this Agreement and, as applicable, the Base Intercreditor Agreement, except as may
be separately otherwise agreed in writing by or among any applicable Parties to the extent permitted pursuant to this Agreement
and the Base Intercreditor Agreement (as applicable).


 




    	 	-28-	 



     


    

 


(i)           Each
Senior Priority Agent, for and on behalf of itself and the relevant Senior Priority Secured Parties represented thereby, hereby
acknowledges and agrees that it is the intention of the Senior Priority Secured Parties of each Series of Senior Priority Debt
that the holders of Senior Priority Obligations of such Series of Senior Priority Debt (and not the Senior Priority Secured Parties
of any other Series of Senior Priority Debt) bear the risk of (i) any determination by a court of competent jurisdiction
that (x) any of the Senior Priority Obligations of such Series of Senior Priority Debt are unenforceable under applicable
law or are subordinated to any other obligations (other than another Series of Senior Priority Debt), (y) any of the Senior
Priority Obligations of such Series of Senior Priority Debt do not have an enforceable security interest in any of the Collateral
securing any other Series of Senior Priority Debt and/or (z) any intervening security interest exists securing any other
obligations (other than another Series of Senior Priority Debt) on a basis ranking prior to the security interest of such Series
of Senior Priority Debt but junior to the security interest of any other Series of Senior Priority Debt or (ii) the existence
of any Collateral for any other Series of Senior Priority Debt that is not also Collateral for the other Series of Senior Priority
Debt (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Senior Priority Debt, an
“Impairment” of such Series of Senior Priority Debt). In the event of any Impairment with respect to any Series
of Senior Priority Debt, the results of such Impairment shall be borne solely by the holders of such Series of Senior Priority
Debt, and the rights of the holders of such Series of Senior Priority Debt (including the right to receive distributions in respect
of such Series of Senior Priority Debt pursuant to Section 4.1) set forth herein shall be modified to the extent necessary
so that the effects of such Impairment are borne solely by the holders of the Series of Senior Priority Debt subject to such Impairment.


 


(j)           Each
Junior Priority Agent, for and on behalf of itself and the relevant Junior Priority Secured Parties represented thereby, hereby
acknowledges and agrees that it is the intention of the Junior Priority Secured Parties of each Series of Junior Priority Debt
that the holders of Junior Priority Obligations of such Series of Junior Priority Debt (and not the Junior Priority Secured Parties
of any other Series of Junior Priority Debt) bear the risk of (i) any determination by a court of competent jurisdiction
that (x) any of the Junior Priority Obligations of such Series of Junior Priority Debt are unenforceable under applicable
law or are subordinated to any other obligations (other than another Series of Junior Priority Debt), (y) any of the Junior
Priority Obligations of such Series of Junior Priority Debt do not have an enforceable security interest in any of the Collateral
securing any other Series of Junior Priority Debt and/or (z) any intervening security interest exists securing any other
obligations (other than another Series of Junior Priority Debt) on a basis ranking prior to the security interest of such Series
of Junior Priority Debt but junior to the security interest of any other Series of Junior Priority Debt or (ii) the existence
of any Collateral for any other Series of Junior Priority Debt that is not also Collateral for the other Series of Junior Priority
Debt (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Junior Priority Debt, an
“Impairment” of such Series of Junior Priority Debt). In the event of any Impairment with respect to any Series
of Junior Priority Debt, the results of such Impairment shall be borne solely by the holders of such Series of Junior Priority
Debt, and the rights of the holders of such Series of Junior Priority Debt (including the right to receive distributions in respect
of such Series of Junior Priority Debt pursuant to Section 4.1) set forth herein shall be modified to the extent necessary
so that the effects of such Impairment are borne solely by the holders of the Series of Junior Priority Debt subject to such Impairment.


 


(k)          The
subordination of Liens by each Junior Priority Agent in favor of the Senior Priority Agents shall not be deemed to subordinate
the Liens of any Junior Priority Agent to the Liens of any other Person. The provision of pari passu and equal priority as between
Liens of any Senior Priority Agent and Liens of any other Senior Priority Agent, in each case as set forth herein, shall not be
deemed to provide that the Liens of the Senior Priority Agent will be pari passu or of equal priority with the Liens of any other
Person, or to subordinate any Liens of any Senior Priority Agent to the Liens of any Person. The provision of pari passu and equal
priority as between Liens of any Junior Priority Agent and Liens of any other Junior Priority Agent, in each case as set forth
herein, shall not be deemed to provide that the Liens of the Junior Priority Agent will be pari passu or of equal priority with
the Liens of any other Person.


 




    	 	-29-	 



     


    

 


(l)           So
long as the Discharge of Senior Priority Obligations has not occurred, the parties hereto agree that in the event that Holdings
or any Borrower shall, or shall permit any other Grantor to, grant or permit any additional Liens, or take any action to perfect
any additional Liens, on any asset or property to secure any Junior Priority Obligation and have not also granted a Lien on such
asset or property to secure the Senior Priority Obligations and taken all actions to perfect such Liens, then, without limiting
any other rights and remedies available to any Senior Priority Agent and/or the other Senior Priority Secured Parties, each Junior
Priority Agent, for and on behalf of itself and the Junior Lien Secured Parties for which it is a Junior Priority Agent, and each
other Junior Priority Secured Party (by its acceptance of the benefits of the Junior Priority Documents), agrees that any amounts
received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.1(l)
shall be subject to Section 4.1(d).


 


Section 2.2           Waiver
of Right to Contest Liens.


 


(a)          Each
Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, agrees that it and they
shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting
or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity,
priority, enforceability, or perfection of the Liens of, or the allowability of any claims asserted by, any Senior Priority Agent
or any Senior Priority Creditor in respect of the Collateral, or the provisions of this Agreement. Except to the extent expressly
set forth in this Agreement, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented
thereby, agrees that no Junior Priority Agent or Junior Priority Creditor will take any action that would interfere with any Exercise
of Secured Creditor Remedies undertaken by any Senior Priority Agent or any Senior Priority Creditor under the Senior Priority
Documents with respect to the Collateral. Except to the extent expressly set forth in this Agreement, each Junior Priority Agent,
for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby waives any and all rights it or such
Junior Priority Creditors may have as a junior lien creditor or otherwise to contest, protest, object to or interfere with the
manner in which any Senior Priority Agent or any Senior Priority Creditor seeks to enforce its Liens in any Collateral.


 


(b)          Except
as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on
behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself
and the Junior Priority Creditors represented thereby, agrees that it and they shall not (and hereby waives any right to) take
any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly,
whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection
of the Liens of any other Junior Priority Agent or any other Junior Priority Creditor in respect of the Collateral, or the provisions
of this Agreement. Except to the extent expressly set forth in this Agreement, or as may be separately otherwise agreed in writing
by and between or among any applicable Junior Priority Agents, each Junior Priority Agent, for and on behalf of itself and the
Junior Priority Creditors represented thereby, agrees that none of such Junior Priority Agent and Junior Priority Creditors will
take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by any Junior Priority Agent or
any Junior Priority Creditor under the Junior Priority Documents with respect to the Collateral. Except to the extent expressly
set forth in this Agreement, or as may be separately otherwise agreed in writing by and between or among any applicable Junior
Priority Agents, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby,
hereby waives any and all rights it or such Junior Priority Creditors may have as a junior lien creditor or otherwise to contest,
protest, object to or interfere with the manner in which any Junior Priority Agent or any Junior Priority Creditor seeks to enforce
its Liens in any Collateral so long as such other Junior Priority Agent or Junior Priority Creditor is not prohibited from taking
such action under this Agreement.


 




    	 	-30-	 



     


    

 


(c)          The
assertion of priority rights established under the terms of this Agreement or in any separate writing contemplated hereby between
any of the parties hereto shall not be considered a challenge to Lien priority of any Party prohibited by this Section 2.2.


 


Section 2.3           Remedies
Standstill.


 


(a)          Each
Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, agrees that, until the
Discharge of Senior Priority Obligations, such Junior Priority Agent and such Junior Priority Creditors:


 


(i)          will
not, and will not seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect
to the Exercise of Secured Creditor Remedies) with respect to the Collateral without the written consent of the Senior Priority
Representative; provided that any Junior Priority Agent may Exercise Any Secured Creditor Remedies (other than any Secured
Creditor Remedies the exercise of which is otherwise prohibited by this Agreement, including Section 6) after a period of
180 consecutive days has elapsed from the date of delivery of written notice by such Junior Priority Agent to each Senior Priority
Agent stating that an Event of Default (as defined under the applicable Junior Priority Credit Facility) has occurred and is continuing
thereunder and stating its intention to Exercise Any Secured Creditor Remedies (the “Standstill Period”), and
then such Junior Priority Agent may Exercise Any Secured Creditor Remedies only so long as (1) no Event of Default relating to
the payment of interest, principal, fees or other Senior Priority Obligations shall have occurred and be continuing and (2) no
Senior Priority Secured Party shall have commenced (or attempted to commence or given notice of its intent to commence) the Exercise
of Secured Creditor Remedies with respect to the Collateral (including seeking relief from the automatic stay or any other stay
in any Insolvency Proceeding), and


 


(ii)         will
not knowingly take, receive or accept any Proceeds of the Collateral, it being understood and agreed that the temporary deposit
of Proceeds of Collateral in a Deposit Account controlled by the Junior Priority Representative shall not constitute a breach of
this Agreement so long as such Proceeds are promptly remitted to the Senior Priority Representative.


  


From and after the Discharge of Senior Priority Obligations (or
prior thereto upon obtaining the written consent of each Senior Priority Agent), any Junior Priority Agent and any Junior Priority
Creditor may Exercise Any Secured Creditor Remedies under the Junior Priority Documents or applicable law as to any Collateral;
provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by any Junior Priority
Agent or any Junior Priority Creditor is at all times subject to the provisions of this Agreement, including Section 4.1.
Notwithstanding anything to the contrary contained herein, any Junior Priority Agent or any Junior Priority Secured Party may:


 




    	 	-31-	 



     


    

 


file a claim
or statement of interest with respect to the Junior Priority Obligations; provided that an Insolvency Proceeding has been commenced
by or against any Credit Party;


 


take any action
(not adverse to the priority status of the Liens on the Senior Priority Collateral, or the rights of the Senior Priority Agent
or any of the Senior Priority Secured Parties to exercise rights, powers, and/or remedies in respect thereof, including those under
Article VI) in order to create, prove, perfect, preserve or protect (but not enforce) its Lien on and rights in, and the perfection
and priority of its Lien on, any of the Senior Priority Collateral;


 


file any necessary
responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person
objecting to or otherwise seeking the disallowance of the claims of the Junior Priority Secured Parties represented thereby or
of the same Series of Senior Priority Debt, in accordance with the terms of this Agreement;


 


file any pleadings,
objections, motions or agreements which assert rights or interests available to unsecured creditors of the Credit Parties arising
under either any Insolvency Proceeding or applicable non-bankruptcy law, in each case not inconsistent with or prohibited by the
terms of this Agreement or applicable law (including the Bankruptcy Laws of any applicable jurisdiction); and


 


vote on any
Plan of Reorganization, file any proof of claim, make other filings and make any arguments and motions (including in support of
or opposition to, as applicable, the confirmation or approval of any Plan of Reorganization) that are, in each case, in accordance
with the terms of this Agreement.


 


(b)          Any
Senior Priority Agent, for and on behalf of itself and any Senior Priority Creditors represented thereby, agrees that such Senior
Priority Agent and such Senior Priority Creditors will not (except as may be separately otherwise agreed in writing by and between
or among all Senior Party Agents, in each case on behalf of itself and the Senior Priority Creditors represented thereby), and
will not seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the
Exercise of Secured Creditor Remedies) with respect to any of the Collateral without the written consent of the Senior Priority
Representative and will not knowingly take, receive or accept any Proceeds of Collateral (except as may be separately otherwise
agreed in writing by and between or among all Senior Priority Agents, in each case on behalf of itself and the Senior Priority
Creditors represented thereby), it being understood and agreed that the temporary deposit of Proceeds of Collateral in a Deposit
Account controlled by such Senior Priority Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly
remitted to the Senior Priority Representative; provided that nothing in this sentence shall prohibit any Senior Priority
Agent from taking such actions in its capacity as Senior Priority Representative, if applicable. The Senior Priority Representative
may Exercise Any Secured Creditor Remedies under the Senior Priority Collateral Documents or applicable law as to any Collateral;
provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Senior Priority
Representative is at all times subject to the provisions of this Agreement, including Section 4.1 hereof and of the Base
Intercreditor Agreement.


 




    	 	-32-	 



     


    

 


Section 2.4           Exercise
of Rights.


 


(a)          No
Other Restrictions. Except as expressly set forth in this Agreement, each Agent and each Creditor shall have any and all rights
and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except
as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and
the Creditors represented thereby); provided, however, that the Exercise of Secured Creditor Remedies with respect
to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Section 4.1.
Each Senior Priority Agent may enforce the provisions of the applicable Senior Priority Documents, each Junior Priority Agent may
enforce the provisions of the applicable Junior Priority Documents, and each Agent may Exercise Any Secured Creditor Remedies,
all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of
this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between
or among any applicable Parties, solely as among such Parties and the Creditors represented thereby); provided, however,
that each Agent agrees to provide to each other such Party copies of any notices that it is required under applicable law to deliver
to any Credit Party; provided, further, however, that any Senior Priority Agent’s failure to provide
any such copies to any other such Party shall not impair any Senior Priority Agent’s rights hereunder or under any of the
applicable Senior Priority Documents, and any Junior Priority Agent’s failure to provide any such copies to any other such
Party shall not impair any Junior Priority Agent’s rights hereunder or under any of the applicable Junior Priority Documents.
Each Agent agrees for and on behalf of itself and each Creditor represented thereby that such Agent and each such Creditor will
not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other
proceeding any claim, (x) in the case of any Junior Priority Agent and any Junior Priority Creditor represented thereby,
against any Senior Priority Secured Party, and (y) in the case of any Senior Priority Agent and any Senior Priority Creditor
represented thereby, against any Junior Priority Secured Party, seeking damages from or other relief by way of specific performance,
instructions or otherwise, with respect to any action taken or omitted to be taken by such Person with respect to the Collateral
that is consistent with the terms of this Agreement, and none of such Persons shall be liable for any such action taken or omitted
to be taken. Except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents,
in each case on behalf of itself and the Senior Priority Creditors represented thereby, each Senior Priority Agent agrees for and
on behalf of any Senior Priority Creditors represented thereby that such Agent and each such Creditor will not institute or join
in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim
against any other Senior Priority Agent or any Senior Priority Creditor represented thereby seeking damages from or other relief
by way of specific performance, instructions or otherwise, with respect to any action taken or omitted to be taken by such Person
with respect to the Collateral that is consistent with the terms of this Agreement, and none of such Persons shall be liable for
any such action taken or omitted to be taken. Except as may be separately otherwise agreed in writing by and between or among any
Junior Priority Agents, in each case on behalf of itself and the Junior Priority Creditors represented thereby, each Junior Priority
Agent agrees for and on behalf of any Junior Priority Creditors represented thereby that such Agent and each such Creditor will
not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other
proceeding any claim against any other Junior Priority Agent or any Junior Priority Creditor represented thereby seeking damages
from or other relief by way of specific performance, instructions or otherwise, with respect to any action taken or omitted to
be taken by such Person with respect to the Collateral that is consistent with the terms of this Agreement, and none of such Persons
shall be liable for any such action taken or omitted to be taken.


 




    	 	-33-	 



     


    

 


(b)          Release
of Liens. Without limiting any release permitted under the Base Intercreditor Agreement, in the event of (A) any private
or public sale of all or any portion of the Collateral in connection with any Exercise of Secured Creditor Remedies by or with
the consent of the Senior Priority Representative, (B) any sale, transfer or other disposition of all or any portion of
the Collateral, so long as such sale, transfer or other disposition is then permitted by the Senior Priority Documents, (C)
the release of the Senior Priority Secured Parties’ Liens on all or any portion of the Collateral which release under clause
(C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable
Senior Priority Documents), in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of Senior Priority
Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default
has occurred) or (D) the termination and discharge of a subsidiary guaranty in accordance with the terms thereof, each Junior
Priority Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented thereby, that (x) so long
as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section
4.1 of the Base Intercreditor Agreement as supplemented by Section 4.1 hereof and there is a corresponding release of the
Liens securing the Senior Priority Obligations, such sale, transfer, disposition or release will be free and clear of the Liens
on such Collateral securing the Junior Priority Obligations and (y) such Junior Priority Secured Parties’ Liens with
respect to the Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further
action. In furtherance of, and subject to, the foregoing, each Junior Priority Agent agrees that it will execute any and all Lien
releases or other documents reasonably requested by any Senior Priority Agent in connection therewith, so long as the net cash
proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this
Agreement. Each Junior Priority Agent hereby appoints the Senior Priority Representative and any officer or duly authorized person
of the Senior Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable
power of attorney in the place and stead of such Junior Priority Agent and in the name of such Junior Priority Agent or in the
Senior Priority Representative’s own name, from time to time, in the Senior Priority Representative’s sole discretion,
for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver
any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including,
without limitation, any financing statements, endorsements, assignments, releases or other documents or instruments of transfer
(which appointment, being coupled with an interest, is irrevocable).


 


Section 2.5           [RESERVED]


 


Section 2.6           Waiver
of Marshalling. Until the Discharge of Senior Priority Obligations, each Junior Priority Agent, on behalf of itself and the
Junior Priority Secured Parties represented thereby, agrees not to assert and hereby waives, to the fullest extent permitted by
law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling or other similar
right that may otherwise be available under applicable law with respect to the Collateral or any other similar rights a junior
secured creditor may have under applicable law.


 




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ARTICLE III


 


ACTIONS OF THE PARTIES


 


Section 3.1           Certain
Actions Permitted. Notwithstanding anything herein to the contrary, each Agent may make such demands or file such claims in
respect of the Senior Priority Obligations or Junior Priority Obligations, as applicable, owed to such Agent and the Creditors
represented thereby as are necessary to prevent the waiver or bar of such claims under applicable statutes of limitations or other
statutes, court orders, or rules of procedure at any time.


 


Section 3.2           Agent
for Perfection.


 


(a)          Subject
to the provisions of the Base Intercreditor Agreement with respect to ABL Priority Collateral, each Credit Party shall deliver
all Control Collateral when required to be delivered pursuant to the Credit Documents to (x) until the Discharge of Senior
Priority Obligations, the Senior Priority Representative and (y) thereafter, the Junior Priority Representative.


 


(b)          None
of the Senior Priority Agents, the Senior Priority Representative or the Senior Priority Secured Parties shall be responsible for
perfecting and maintaining the perfection of Liens with respect to the Collateral for the benefit of the Junior Priority Representatives
or the Junior Priority Secured Parties.


 


(c)          Subject
to the provisions of the Base Intercreditor Agreement with respect to ABL Priority Collateral, in the event that any Secured Party
receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, then such Secured Party shall
promptly pay over such Proceeds or Collateral to (x) until the Discharge of Senior Priority Obligations, the Senior Priority
Representative, and (y) thereafter, the Junior Priority Representative, in the same form as received with any necessary
endorsements, for application in accordance with the provisions of Section 4.1 of the Base Intercreditor Agreement, as supplemented
by Section 4.1 hereof.


 


Section 3.3           Sharing
of Information and Access. In the event that any Junior Priority Agent shall, in the exercise of its rights under the applicable
Junior Priority Collateral Documents or otherwise, receive possession or control of any books and records of any Credit Party that
contain information identifying or pertaining to the Collateral, such Junior Priority Agent shall, upon request from any other
Agent, and as promptly as practicable thereafter, either make available to such Agent such books and records for inspection and
duplication or provide to such Agent copies thereof. In the event that any Senior Priority Agent shall, in the exercise of its
rights under the applicable Senior Priority Collateral Documents or otherwise, receive possession or control of any books and records
of any Senior Priority Credit Party that contain information identifying or pertaining to the Collateral, such Senior Priority
Agent shall, upon request from any other Agent, and as promptly as practicable thereafter, either make available to such Agent
such books and records for inspection and duplication or provide to such Agent copies thereof.


 




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Section 3.4           Insurance.
Proceeds of Collateral include insurance proceeds and, therefore, the Lien Priority shall govern the ultimate disposition of casualty
insurance proceeds. Subject to the provisions of the Base Intercreditor Agreement with respect to ABL Priority Collateral, the
Senior Priority Representative shall be named as additional insured or loss payee, as applicable, with respect to all insurance
policies relating to Collateral. Subject to the provisions of the Base Intercreditor Agreement with respect to ABL Priority Collateral,
the Senior Priority Representative shall have the sole and exclusive right, as against any Secured Party, to adjust settlement
of insurance claims in the event of any covered loss, theft or destruction of Collateral. Subject to the provisions of the Base
Intercreditor Agreement with respect to ABL Priority Collateral, all proceeds of such insurance shall be remitted to the Senior
Priority Representative, and each other Agent shall cooperate (if necessary) in a reasonable manner in effecting the payment of
insurance proceeds in accordance with Section 4.1. If any Junior Priority Secured Party shall, at any time, receive any
proceeds of any such insurance policy or any such award in contravention of this Agreement, it shall pay such proceeds over to
the Senior Priority Representative in accordance with the terms of Section 4.1.


 


Section 3.5           No
Additional Rights for the Credit Parties Hereunder. Except as provided in Section 3.6, if any Secured Party shall enforce
its rights or remedies in violation of the terms of this Agreement, the Credit Parties shall not be entitled to use such violation
as a defense to any action by any Secured Party, nor to assert such violation as a counterclaim or basis for set off or recoupment
against any Secured Party.


 


Section 3.6           Actions
upon Breach. If any Junior Priority Secured Party, contrary to this Agreement, commences or participates in any action or proceeding
against the Credit Parties or the Collateral, the Credit Parties, with the prior written consent of the Senior Priority Representative,
may interpose as a defense or dilatory plea the making of this Agreement, and any Senior Priority Secured Party may intervene and
interpose such defense or plea in its own name or in the name of the Credit Parties. Should any Junior Priority Secured Party,
contrary to this Agreement, in any way take, or attempt or threaten to take, any action with respect to the Collateral (including,
without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action
required by this Agreement, any Senior Priority Agent (in its own name or in the name of the Credit Parties) may obtain relief
against such Junior Priority Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being
understood and agreed by each Junior Priority Agent, for and on behalf of itself and each Junior Priority Creditor represented
thereby, that the Senior Priority Secured Parties’ damages from such actions may be difficult to ascertain and may be irreparable,
and each Junior Priority Agent on behalf of itself and each Junior Priority Secured Creditor represented thereby, waives any defense
that the Senior Priority Secured Parties cannot demonstrate damages or be made whole by the awarding of damages.


 


ARTICLE IV


 


APPLICATION OF PROCEEDS


 


Section 4.1           Application
of Proceeds.


 


(a)          Revolving
Nature of Certain Cash Flow Obligations. Each Agent, for and on behalf of itself and the Secured Parties represented thereby,
expressly acknowledges and agrees that (i) Cash Flow Credit Agreements may include a revolving commitment, that in the ordinary
course of business any Cash Flow Agent and Cash Flow Credit Agreement Lender may apply payments and make advances thereunder and
(ii) the amount of Cash Flow Obligations that may be outstanding thereunder at any time or from time to time may be increased
or reduced and subsequently reborrowed, and that the terms of Cash Flow Obligations thereunder may be modified, extended or amended
from time to time, and that the aggregate amount of Cash Flow Obligations thereunder may be increased, replaced or refinanced,
in each event, without notice to or consent by any other Secured Parties and without affecting the provisions hereof; provided,
however, that from and after the date on which any Cash Flow Agent or Cash Flow Credit Agreement Lender commences the Exercise
of Secured Creditor Remedies, all amounts received by any such Cash Flow Agent or Cash Flow Credit Agreement Lender as a result
of such Exercise of Secured Creditor Remedies shall be applied as specified in this Section 4.1. The Lien Priority shall not be
altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement,
renewal, restatement or refinancing of the Cash Flow Obligations, the Initial Junior Priority Obligations, or any Additional Obligations,
or any portion thereof.


 




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(b)          Revolving
Nature of Certain Junior Priority Obligations. Each Agent, for and on behalf of itself and the Secured Parties represented
thereby, expressly acknowledges and agrees that (x) Junior Priority Credit Facilities may include a revolving commitment,
that in the ordinary course of business any Junior Priority Agent and Junior Priority Secured Parties may apply payments and make
advances thereunder and (y) the amount of Junior Priority Obligations that may be outstanding thereunder at any time or
from time to time may be increased or reduced and subsequently reborrowed, and that the terms of Junior Priority Obligations thereunder
may be modified, extended or amended from time to time, and that the aggregate amount of Junior Priority Obligations thereunder
may be increased, replaced or refinanced, in each event, without notice to or consent by any other Secured Parties and without
affecting the provisions hereof; provided, however, that from and after the date on which any Junior Priority Agent
or Junior Priority Secured Party commences the Exercise of Secured Creditor Remedies, all amounts received by any such Junior Priority
Agent or Junior Priority Secured Party as a result of such Exercise of Secured Creditor Remedies shall be applied as specified
in this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement,
extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of the Cash Flow Obligations, the
Initial Junior Priority Obligations, or any Additional Obligations, or any portion thereof.


 


(c)          Revolving
Nature of Certain Additional Obligations. Each Agent, for and on behalf of itself and the Secured Parties represented thereby,
expressly acknowledges and agrees that (x) Additional Credit Facilities may include a revolving commitment, that in the
ordinary course of business any Additional Agent and Additional Credit Facility Secured Parties may apply payments and make advances
thereunder and (y) the amount of Additional Obligations that may be outstanding thereunder at any time or from time to time
may be increased or reduced and subsequently reborrowed, and that the terms of Additional Obligations thereunder may be modified,
extended or amended from time to time, and that the aggregate amount of Additional Obligations thereunder may be increased, replaced
or refinanced, in each event, without notice to or consent by any other Secured Parties and without affecting the provisions hereof;
provided, however, that from and after the date on which any Additional Agent or Additional Credit Facility Secured
Party commences the Exercise of Secured Creditor Remedies, all amounts received by any such Additional Agent or Additional Credit
Facility Secured Party as a result of such Exercise of Secured Creditor Remedies shall be applied as specified in this Section
4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment,
reborrowing, increase, replacement, renewal, restatement or refinancing of the Cash Flow Obligations, the Initial Junior Priority
Obligations, or any Additional Obligations, or any portion thereof.


 


(d)          Application
of Proceeds of Collateral. This Agreement constitutes a separate agreement in writing as contemplated by clauses 4.1(d) third
and 4.1(e) second of the Base Intercreditor Agreement. The parties hereto agree that any Proceeds of Collateral to be allocated
under such clauses of the Base Intercreditor Agreement will be allocated first to the Senior Priority Obligations in accordance
with the Base Intercreditor Agreement until the Discharge of Senior Priority Obligations, and then only after such Discharge of
Senior Priority Obligations to the Junior Priority Obligations, and each Junior Priority Agent agrees, for and on behalf of itself
and the Junior Priority Creditors represented thereby, that after the Discharge of Senior Priority Obligations the remaining Proceeds
of Collateral shall be applied,


 




    	 	-37-	 



     


    

 


first, to the payment of costs
and expenses of each Junior Priority Agent, as applicable,


 


second,
to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority
Agent in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior
Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority
Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby), and


 


third, the balance, if any,
to the Credit Parties or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may
direct.


 


Each Junior Priority Agent shall provide the
Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured
Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.1.


 


(e)          Limited
Obligation or Liability. In exercising remedies, whether as a secured creditor or otherwise, no Senior Priority Agent shall
have any obligation or liability to any Junior Priority Secured Party, or (except as may be separately agreed in writing by and
between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Creditors represented
thereby) to any other Senior Priority Secured Party, in each case regarding the adequacy of any Proceeds or for any action or omission,
save and except solely for an action or omission that breaches the express obligations undertaken by such Senior Priority Agent
under the terms of this Agreement. In exercising remedies, whether as a secured creditor or otherwise, no Junior Priority Agent
shall have any obligation or liability (except as may be separately agreed in writing by and between or among any applicable Junior
Priority Agents, in each case on behalf of itself and the Junior Priority Creditors represented thereby) to any other Junior Priority
Secured Party, in each case regarding the adequacy of any Proceeds or for any action or omission, save and except solely for an
action or omission that breaches the express obligations undertaken by such Junior Priority Agent under the terms of this Agreement.


 


(f)          Turnover
of Cash Collateral After Discharge. Subject to the obligations of each Senior Priority Agent under the Base Intercreditor Agreement
with respect to ABL Priority Collateral, upon the Discharge of Senior Priority Obligations, each Senior Priority Agent shall deliver
to the Junior Priority Representative or shall execute such documents as the Company Representative or as the Junior Priority Representative
may reasonably request to enable it to have control over any Cash Collateral or Control Collateral still in such Senior Priority
Agent’s possession, custody or control in the same form as received with any necessary endorsements, or as a court of competent
jurisdiction may otherwise direct. As between any Junior Priority Agent and any other Junior Priority Agent, any such Cash Collateral
or Control Collateral held by any such Party shall be held by it subject to the terms and conditions of Section 3.2.


 




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Section 4.2           Specific
Performance. Each Agent is hereby authorized to demand specific performance of this Agreement, whether or not any Credit Party
shall have complied with any of the provisions of any of the Credit Documents, at any time when any other Party shall have failed
to comply with any of the provisions of this Agreement applicable to it. Each Agent, for and on behalf of itself and the Secured
Parties represented thereby, hereby irrevocably waives any defense based on the adequacy of a remedy at law that might be asserted
as a bar to such remedy of specific performance.


 


ARTICLE V


 


INTERCREDITOR ACKNOWLEDGEMENTS
AND WAIVERS


 


Section 5.1           Notice
of Acceptance and Other Waivers.


 


(a)          All
Senior Priority Obligations at any time made or incurred by any Credit Party shall be deemed to have been made or incurred in reliance
upon this Agreement, and each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented
thereby, hereby waives notice of acceptance of, or proof of reliance by any Senior Priority Agent or any Senior Priority Creditors
on, this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or nonpayment of all or any part
of the Senior Priority Obligations.


 


(b)          None
of the Senior Priority Agents (including any Senior Priority Agent in its capacity as Senior Priority Representative, if applicable),
the Senior Priority Creditors, or any of their respective Affiliates, or any of the respective directors, officers, employees,
or agents of any of the foregoing, shall be liable for failure to demand, collect, or realize upon any of the Collateral or any
Proceeds, or for any delay in doing so, or shall be under any obligation to sell or otherwise dispose of any Collateral or Proceeds
thereof or to take any other action whatsoever with regard to the Collateral or any part or Proceeds thereof, except as specifically
provided in this Agreement and the Base Intercreditor Agreement. If any Senior Priority Agent or Senior Priority Creditor honors
(or fails to honor) a request by any relevant Borrower for an extension of credit pursuant to any Senior Priority Credit Facility
or any other Senior Priority Document, whether or not such Senior Priority Agent or Senior Priority Creditor has knowledge that
the honoring of (or failure to honor) any such request would constitute a default under the terms of any Junior Priority Credit
Facility or any other Junior Priority Document (but not a default under this Agreement) or would constitute an act, condition,
or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if any Senior Priority
Agent or Senior Priority Creditor otherwise should exercise any of its contractual rights or remedies under any Senior Priority
Documents (subject to the express terms and conditions hereof), no Senior Priority Agent or Senior Priority Creditor shall have
any liability whatsoever to any Junior Priority Agent or Junior Priority Creditor as a result of such action, omission, or exercise,
in each case so long as any such exercise does not breach the express terms and provisions of this Agreement. Each Senior Priority
Secured Party shall be entitled to manage and supervise its loans and extensions of credit under the relevant Senior Priority Credit
Facility and other Senior Priority Documents as it may, in its sole discretion, deem appropriate, and may manage its loans and
extensions of credit without regard to any rights or interests that the Junior Priority Agents or Junior Priority Creditors have
in the Collateral, except as otherwise expressly set forth in this Agreement. Each Junior Priority Agent, on behalf of itself and
the Junior Priority Creditors represented thereby, agrees that no Senior Priority Agent or Senior Priority Creditor shall incur
any liability as a result of a sale, lease, license, application, or other disposition of all or any portion of the Collateral
or Proceeds thereof pursuant to the Senior Priority Documents, in each case so long as such disposition is conducted in accordance
with mandatory provisions of applicable law and does not breach the provisions of this Agreement.


 




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Section 5.2           Modifications
to Senior Priority Documents and Junior Priority Documents.


 


(a)          Each
Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that, without
affecting the obligations of such Junior Priority Secured Parties hereunder, each Senior Priority Agent and the Senior Priority
Creditors represented thereby may, at any time and from time to time, in their sole discretion without the consent of or notice
to any Junior Priority Secured Party (except to the extent such notice or consent is required pursuant to the express provisions
of this Agreement), and without incurring any liability to any such Junior Priority Secured Party or impairing or releasing the
subordination provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwise
modify any of the Senior Priority Documents in any manner whatsoever, including, to:


 


(i)           change
the manner, place, time, or terms of payment or renew, alter or increase, all or any of the Senior Priority Obligations or otherwise
amend, restate, supplement, or otherwise modify in any manner, or grant any waiver or release with respect to, all or any part
of the Senior Priority Obligations or any of the Senior Priority Documents;


 


(ii)          subject
to Section 2.5 of the Base Intercreditor Agreement, retain or obtain a Lien on any Property of any Person to secure any
of the Senior Priority Obligations, and in connection therewith to enter into any additional Senior Priority Documents;


 


(iii)         amend,
or grant any waiver, compromise, or release with respect to, or consent to any departure from, any guarantee or other obligations
of any Person obligated in any manner under or in respect of the Senior Priority Obligations;


 


(iv)         subject
to Section 2.4 of the Base Intercreditor Agreement, release its Lien on any Collateral or other Property;


 


(v)          exercise
or refrain from exercising any rights against any Credit Party or any other Person;


 


(vi)         subject
to Section 2.5 of the Base Intercreditor Agreement, retain or obtain the primary or secondary obligation of any other Person
with respect to any of the Senior Priority Obligations; and


 


(vii)        otherwise
manage and supervise the Senior Priority Obligations as the applicable Senior Priority Agent shall deem appropriate.


 


(b)          Each
Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that, without
affecting the obligations of such Senior Priority Secured Parties hereunder, and except as otherwise provided in the Base Intercreditor
Agreement, each Junior Priority Agent and the Junior Priority Creditors represented thereby may, at any time and from time to time,
in their sole discretion without the consent of or notice to any such Senior Priority Secured Party (except to the extent such
notice or consent is required pursuant to the express provisions of this Agreement and/or the Base Intercreditor Agreement), and
without incurring any liability to any such Senior Priority Secured Party or impairing or releasing the priority provided for herein,
amend, restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwise modify any of the Junior Priority
Documents in any manner whatsoever, including, to:


 




    	 	-40-	 



     


    

 


(i)           change
the manner, place, time, or terms of payment or renew, alter or increase, all or any of the Junior Priority Obligations or otherwise
amend, restate, supplement, or otherwise modify in any manner, or grant any waiver or release with respect to, all or any part
of the Junior Priority Obligations or any of the Junior Priority Documents;


 


(ii)          subject
to Section 2.5 of the Base Intercreditor Agreement, retain or obtain a Lien on any Property of any Person to secure any
of the Junior Priority Obligations, and in connection therewith to enter into any additional Junior Priority Documents;


 


(iii)         amend,
or grant any waiver, compromise, or release with respect to, or consent to any departure from, any guarantee or other obligations
of any Person obligated in any manner under or in respect of the Junior Priority Obligations;


 


(iv)         subject
to Section 2.4 of the Base Intercreditor Agreement, release its Lien on any Collateral or other Property;


 


(v)          exercise
or refrain from exercising any rights against any Credit Party or any other Person;


 


(vi)         subject
to Section 2.5 of the Base Intercreditor Agreement, retain or obtain the primary or secondary obligation of any other Person
with respect to any of the Junior Priority Obligations; and


 


(vii)        otherwise
manage and supervise the Junior Priority Obligations as the Junior Priority Agent shall deem appropriate.


 


(c)          Each
Junior Priority Agent, for and on behalf of itself and the Junior Priority Secured Parties represented thereby, agrees that each
Junior Priority Collateral Document shall include the following language (or language to similar effect):


 


“Notwithstanding anything herein
to the contrary, the lien and security interest granted to [name of Junior Priority Agent] pursuant to this Agreement and the exercise
of any right or remedy by [name of Junior Priority Agent] hereunder are subject to the provisions of the Intercreditor Agreement,
dated as of [          ], 20[ ] (as amended, restated, supplemented or otherwise
modified, replaced or refinanced from time to time, the “Junior Lien Intercreditor Agreement”), initially among[          ],
as Cash Flow Agent, [          ], as Initial Junior Priority Agent, and certain
other persons party or that may become party thereto from time to time. In the event of any conflict between the terms of the Junior
Lien Intercreditor Agreement and this Agreement, the terms of the Junior Lien Intercreditor Agreement shall govern and control.”


 


In addition, each Junior Priority Agent, for and on behalf of itself
and the Junior Priority Secured Parties represented thereby, agrees that each Junior Priority Collateral Document consisting of
a mortgage covering any Collateral consisting of real estate shall contain language appropriate to reflect the subordination of
such Junior Priority Collateral Documents to the Senior Priority Documents covering such Collateral.


 




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(d)          Except,
in each case, as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in
each case on behalf of itself and the Senior Priority Creditors represented thereby, and except as otherwise provided in the Base
Intercreditor Agreement, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented
thereby, hereby agrees that, without affecting the obligations of such Senior Priority Secured Parties hereunder, any other Senior
Priority Agent and any Senior Priority Creditors represented thereby may, at any time and from time to time, in their sole discretion
without the consent of or notice to any such Senior Priority Secured Party (except to the extent such notice or consent is required
pursuant to the express provisions of this Agreement and/or the Base Intercreditor Agreement), and without incurring any liability
to any such Senior Priority Secured Party, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, or
otherwise modify any of the Senior Priority Documents to which such other Senior Priority Agent or any Senior Priority Creditor
represented thereby is party or beneficiary in any manner whatsoever, including, to:


 


(i)           change
the manner, place, time, or terms of payment or renew, alter or increase, all or any of the Senior Priority Obligations or otherwise
amend, restate, supplement, or otherwise modify in any manner, or grant any waiver or release with respect to, all or any part
of the Senior Priority Obligations or any of the Senior Priority Documents;


 


(ii)          subject
to Section 2.5 of the Base Intercreditor Agreement, retain or obtain a Lien on any Property of any Person to secure any
of the Senior Priority Obligations, and in connection therewith to enter into any Senior Priority Documents;


 


(iii)         amend,
or grant any waiver, compromise, or release with respect to, or consent to any departure from, any guarantee or other obligations
of any Person obligated in any manner under or in respect of the Senior Priority Obligations;


 


(iv)         subject
to Section 2.4 of the Base Intercreditor Agreement, release its Lien on any Collateral or other Property;


 


(v)          exercise
or refrain from exercising any rights against any Credit Party or any other Person;


 


(vi)         subject
to Section 2.5 of the Base Intercreditor Agreement, retain or obtain the primary or secondary obligation of any other Person
with respect to any of the Senior Priority Obligations; and


 


(vii)        otherwise
manage and supervise the Senior Priority Obligations as such other Senior Priority Agent shall deem appropriate.


 




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(e)          Except,
in each case, as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in
each case on behalf of itself and the Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf
of itself and the Junior Priority Creditors represented thereby, hereby agrees that, without affecting the obligations of such
Junior Priority Secured Parties hereunder, any other Junior Priority Agent and any Junior Priority Creditors represented thereby
may, at any time and from time to time, in their sole discretion without the consent of or notice to any such Junior Priority Secured
Party (except to the extent such notice or consent is required pursuant to the express provisions of this Agreement), and without
incurring any liability to any such Junior Priority Secured Party, amend, restate, supplement, replace, refinance, extend, consolidate,
restructure, or otherwise modify any of the Junior Priority Documents to which such other Junior Priority Agent or any Junior Priority
Creditor represented thereby is party or beneficiary in any manner whatsoever, including, to:


 


(i)           change
the manner, place, time, or terms of payment or renew, alter or increase, all or any of the Junior Priority Obligations or otherwise
amend, restate, supplement, or otherwise modify in any manner, or grant any waiver or release with respect to, all or any part
of the Junior Priority Obligations or any of the Junior Priority Documents;


 


(ii)          subject
to Section 2.5 of the Base Intercreditor Agreement, retain or obtain a Lien on any Property of any Person to secure any
of the Junior Priority Obligations, and in connection therewith to enter into any Junior Priority Documents;


 


(iii)         amend,
or grant any waiver, compromise, or release with respect to, or consent to any departure from, any guarantee or other obligations
of any Person obligated in any manner under or in respect of the Junior Priority Obligations;


 


(iv)         subject
to Section 2.4 of the Base Intercreditor Agreement, release its Lien on any Collateral or other Property;


 


(v)          exercise
or refrain from exercising any rights against any Credit Party or any other Person;


 


(vi)         subject
to Section 2.5 of the Base Intercreditor Agreement, retain or obtain the primary or secondary obligation of any other Person
with respect to any of the Junior Priority Obligations; and


 


(vii)        otherwise
manage and supervise the Junior Priority Obligations as such other Junior Priority Agent shall deem appropriate.


 


(f)           The
Senior Priority Obligations and the Junior Priority Obligations may be refunded, replaced or refinanced, in whole or in part, in
each case, without notice to, or the consent (except to the extent a consent is required to permit the refunding, replacement or
refinancing transaction under any Senior Priority Document or any Junior Priority Document) of any Senior Priority Agent, Senior
Priority Creditors, Junior Priority Agent or Junior Priority Creditors, as the case may be, all without affecting the Lien Priorities
provided for herein or the other provisions hereof; provided, however, that, if the Indebtedness refunding, replacing
or refinancing any such Senior Priority Obligations or Junior Priority Obligations is to constitute Senior Priority Obligations
or Junior Priority Obligations hereunder (as designated by the Company Representative), as the case may be, the holders of such
Indebtedness (or an authorized agent or trustee on their behalf) shall bind themselves in writing to the terms of this Agreement
pursuant to a joinder substantially in the form of Exhibit C hereto or otherwise in form and substance reasonably satisfactory
to the Senior Priority Agents (other than any Designated Agent) and Junior Priority Agents (other than any Designated Agent) (or,
if there is no continuing Agent other than Designated Agents, as designated by the Company Representative), and any such refunding,
replacement or refinancing transaction shall be in accordance with any applicable provisions of the Senior Priority Documents and
the Junior Priority Documents then in effect. For the avoidance of doubt, the Senior Priority Obligations and Junior Priority Obligations
may be refunded, replaced or refinanced, in whole or in part, in each case, without notice to, or the consent (except to the extent
a consent is required to permit the refunding, replacement or refinancing transaction under any Senior Priority Document or any
Junior Priority Document) of any Senior Priority Agent, Senior Priority Creditors, Junior Priority Agent or Junior Priority Creditors,
as the case may be, through the incurrence of Additional Indebtedness, subject to Section 7.11 hereof and, if applicable,
Section 7.11 of the Base Intercreditor Agreement.


 




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Section 5.3           Reinstatement
and Continuation of Agreement. If any Senior Priority Agent or Senior Priority Creditor is required in any Insolvency Proceeding
or otherwise to turn over or otherwise pay to the estate of any Credit Party or any other Person any payment made in satisfaction
of all or any portion of the Senior Priority Obligations (a “Senior Priority Recovery”), then the relevant Senior
Priority Obligations shall be reinstated to the extent of such Senior Priority Recovery. In the event that (a) this Agreement shall
have been terminated prior to such Senior Priority Recovery and (b) there exist any Junior Priority Obligations at the time of
such Senior Priority Recovery, then this Agreement shall be reinstated in full force and effect in the event of such Senior Priority
Recovery, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the
Parties from such date of reinstatement. All rights, interests, agreements, and obligations of each Agent, each Senior Priority
Creditor, and each Junior Priority Creditor under this Agreement shall remain in full force and effect and shall continue irrespective
of the commencement of, or any discharge, confirmation, conversion, or dismissal of, any Insolvency Proceeding by or against any
Credit Party or any other circumstance which otherwise might constitute a defense available to, or a discharge of, any Credit Party
in respect of the Senior Priority Obligations or the Junior Priority Obligations. No priority or right of any Senior Priority Agent
or any Senior Priority Creditor shall at any time be prejudiced or impaired in any way by any act or failure to act on the part
of any Borrower or any Guarantor or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Senior
Priority Documents, regardless of any knowledge thereof which any Senior Priority Agent or any Senior Priority Creditor may have.


 


ARTICLE VI


 


INSOLVENCY PROCEEDINGS


 


Section 6.1           DIP
Financing.


 


(a)          If
any Borrower or any Guarantor shall be subject to any Insolvency Proceeding in the United States at any time after the Discharge
of ABL Collateral Obligations (as defined in the Base Intercreditor Agreement) and prior to the Discharge of Senior Priority Obligations,
and any Senior Priority Agent, or any Senior Priority Creditors, shall agree to provide any Borrower or any Guarantor with, or
consent to a third party providing, any financing under Section 364 of the Bankruptcy Code or consent to any order for the use
of cash collateral under Section 363 of the Bankruptcy Code (“DIP
Financing”), with such DIP Financing to be secured by all or any portion of the Collateral (including assets that,
but for the application of Section 552 of the Bankruptcy Code would be Collateral), then any Junior Priority Agent, each on behalf
of itself and any Junior Priority Secured Parties represented thereby, agrees that it will raise no objection and will not directly
or indirectly support or act in concert with any other party raising an objection to such DIP Financing or to the Liens securing
the same on the grounds of a failure to provide “adequate protection” for the Liens of any Junior Priority Agent securing
the Junior Priority Obligations or on any other grounds (and will not request any adequate protection solely as a result of such
DIP Financing), so long as (i) such Junior Priority Agent retains its Lien on the Collateral to secure the relevant Junior
Priority Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy
Code) and such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and (ii)
if the Senior Priority Agent receives an adequate protection Lien on post-petition assets of the debtor to secure the Senior Priority
Obligations, as the case may be, each Junior Priority Agent also receives an adequate protection Lien on such post-petition assets
of the debtor to secure the relevant Junior Priority Obligations; provided that (x) such Liens in favor of the Senior
Priority Agent and the Junior Priority Agent shall be subject to the provisions of Section 6.1(b) hereof and the relevant
provisions of Section 6.1 of the Base Intercreditor Agreement, and (y) the foregoing provisions of this Section 6.1(a)
shall not prevent any Junior Priority Agent and the Junior Priority Secured Parties from objecting to any provision in any DIP
Financing relating to any provision or content of a Plan of Reorganization that is not a Conforming Plan of Reorganization.


 




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(b)          All
Liens granted to any Senior Priority Agent or Junior Priority Agent in any Insolvency Proceeding, whether as adequate protection
or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and
conditions of this Agreement; provided, however, that the foregoing shall not alter any super-priority of any Liens
securing any DIP Financing in accordance with this Section 6.1 and, if applicable, Section 6.1 of the Base Intercreditor
Agreement.


 


Section 6.2           Relief
from Stay. Until the Discharge of Senior Priority Obligations, each Junior Priority Agent, for and on behalf of itself and
the Junior Priority Creditors represented thereby, agrees not to (i) seek relief from the automatic stay or any other stay
in any Insolvency Proceeding in respect of any portion of the Collateral without each Senior Priority Agent’s express written
consent or (ii) object to any motion by any Senior Priority Agent seeking relief from the automatic stay or any other stay
in any Insolvency Proceeding in respect of any portion of the Collateral.


 


Section 6.3           No
Contest. Each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, agrees
that, prior to the Discharge of Senior Priority Obligations, none of them shall contest (or directly or indirectly support any
other Person contesting) (i) any request by any Senior Priority Agent or Senior Priority Creditor for adequate protection
of its interest in the Collateral (unless in contravention of Section 6.1 hereof), or (ii) any objection by any Senior
Priority Agent or Senior Priority Creditor to any motion, relief, action or proceeding based on a claim by such Senior Priority
Agent or Senior Priority Creditor that its interests in the Collateral (unless in contravention of Section 6.1 hereof) are
not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens
granted to such Senior Priority Agent as adequate protection of its interests are subject to this Agreement. Except as may be separately
otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and
any Senior Priority Creditors represented thereby, any Senior Priority Agent, for and on behalf of itself and any Senior Priority
Creditors represented thereby, agrees that, prior to the applicable Discharge of Senior Priority Obligations, none of them shall
contest (or directly or indirectly support any other Person contesting) (a) any request by any other Senior Priority Agent
or any Senior Priority Creditor represented by such other Senior Priority Agent for adequate protection of its interest in the
Collateral (unless in contravention of Section 6.1 hereof), or (b) any objection by such other Senior Priority Agent
or any Senior Priority Creditor to any motion, relief, action, or proceeding based on a claim by such other Senior Priority Agent
or any Senior Priority Creditor represented by such other Senior Priority Agent that its interests in the Collateral (unless in
contravention of Section 6.1 hereof) are not adequately protected (or any other similar request under any law applicable
to an Insolvency Proceeding), so long as any Liens granted to such other Senior Priority Agent as adequate protection of its interests
are subject to this Agreement. Except as may be separately otherwise agreed in writing by and between or among any applicable Junior
Priority Agents, in each case on behalf of itself and any Junior Priority Creditors represented thereby, any Junior Priority Agent,
for and on behalf of itself and any Junior Priority Creditors represented thereby, agrees that, prior to the applicable Discharge
of Junior Priority Obligations, none of them shall contest (or directly or indirectly support any other Person contesting) (a)
any request by any other Junior Priority Agent or any Junior Priority Creditor represented by such other Junior Priority Agent
for adequate protection of its interest in the Collateral (unless in contravention of Section 6.1 hereof), or (b)
any objection by such other Junior Priority Agent or any Junior Priority Creditor to any motion, relief, action, or proceeding
based on a claim by such other Junior Priority Agent or any Junior Priority Creditor represented by such other Junior Priority
Agent that its interests in the Collateral (unless in contravention of Section 6.1 hereof) are not adequately protected
(or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to such other
Junior Priority Agent as adequate protection of its interests are subject to this Agreement.


 




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Section 6.4           Asset
Sales. Each Junior Priority Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented thereby,
that it will not oppose any sale consented to by any Senior Priority Agent of any Collateral pursuant to Section 363(f) of the
Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding) so long as the proceeds of such
sale are applied in accordance with the Base Intercreditor Agreement as supplemented by this Agreement.


 


Section 6.5           Separate
Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (i) the grants of Liens pursuant
to the Senior Priority Security Documents and the Junior Priority Security Documents constitute separate and distinct grants of
Liens and (ii) because of, among other things, their differing rights in the Collateral, the Senior Priority Obligations
are fundamentally different from the Junior Priority Obligations and must be separately classified in any Plan of Reorganization
proposed, confirmed or adopted in an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the
immediately preceding sentence, if it is held by a court of competent jurisdiction that the claims of the Senior Priority Secured
Parties, on the one hand, and the Junior Priority Secured Parties, on the other hand, in respect of the Collateral constitute only
one secured claim (rather than separate classes of senior and junior secured claims), then the Secured Parties hereby acknowledge
and agree that all distributions shall be made as if there were separate classes of Senior Priority Obligation claims and Junior
Priority Obligation claims against the Credit Parties, with the effect being that, to the extent that the aggregate value of the
Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority Secured Parties), the Senior Priority
Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, prepetition interest
and other claims, all amounts owing in respect of post-petition interest, fees and expenses that is available from the Collateral
for each of the Senior Priority Secured Parties, before any distribution is made in respect of the claims held by the Junior Priority
Secured Parties, with the Junior Priority Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority
Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence,
even if such turnover has the effect of reducing the aggregate recoveries. The foregoing sentence is subject to any separate agreement
by and between any Additional Agent, for and on behalf of itself and the Additional Credit Facility Secured Parties represented
thereby, and any other Additional Agent, for and on behalf of itself and the Additional Credit Facility Secured Parties represented
thereby, with respect to the Obligations owing to any such Additional Agent and Additional Credit Facility Secured Parties.


 




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Section 6.6           Enforceability.
The provisions of this Agreement are intended to be and shall be enforceable as a “subordination agreement” under Section
510(a) of the Bankruptcy Code.


 


Section 6.7           Senior
Priority Obligations Unconditional. All rights of the Senior Priority Agents hereunder, and all agreements and obligations
of the Junior Priority Agents and the Credit Parties (to the extent applicable) hereunder, shall remain in full force and effect
irrespective of:


 


(i)           any
lack of validity or enforceability of any Senior Priority Document;


 


(ii)          any
change in the time, place or manner of payment of, or in any other term of, all or any portion of the Senior Priority Obligations,
or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding
or restatement of any Senior Priority Document;


 


(iii)         any
exchange, release, voiding, avoidance or non-perfection of any security interest in any Collateral or any other collateral, or
any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement,
refunding, restatement or increase of all or any portion of the Senior Priority Obligations or any guarantee thereof;


 


(iv)         the
commencement of any Insolvency Proceeding in respect of the Company or any other Credit Party; or


 


(v)          any
other circumstances that otherwise might constitute a defense available to, or a discharge of, any Credit Party in respect of the
Senior Priority Obligations, or of any of the Junior Priority Agent or any Credit Party, to the extent applicable, in respect of
this Agreement.


 


Section 6.8           Junior
Priority Obligations Unconditional. All rights of the Junior Priority Agents hereunder, and all agreements and obligations
of the Senior Priority Agents and the Credit Parties (to the extent applicable) hereunder, shall remain in full force and effect
irrespective of:


 


(i)           any
lack of validity or enforceability of any Junior Priority Document;


 


(ii)          any
change in the time, place or manner of payment of, or in any other term of, all or any portion of the Junior Priority Obligations,
or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding
or restatement of any Junior Priority Document;


 


(iii)         any
exchange, release, voiding, avoidance or non perfection of any security interest in any Collateral, or any other collateral, or
any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement,
refunding, restatement or increase of all or any portion of the Junior Priority Obligations or any guarantee or guaranty thereof;


 




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(iv)         the
commencement of any Insolvency Proceeding in respect of the Company or any other Credit Party; or


 


(v)          any
other circumstances that otherwise might constitute a defense available to, or a discharge of, any Credit Party in respect of the
Junior Priority Obligations, or of any of the Senior Priority Agent or any Credit Party, to the extent applicable, in respect of
this Agreement.


 


Section 6.9           Adequate
Protection. Except as expressly provided in this Agreement (including Section 6.1 and this Section 6.9), nothing
in this Agreement shall limit the rights of any Agent and the Secured Parties represented thereby from seeking or requesting adequate
protection with respect to their interests in the applicable Collateral in any Insolvency Proceeding, including adequate protection
in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided
that (a) in the event that any Junior Priority Agent, for and on behalf of itself or any of the Junior Priority Creditors
represented thereby, seeks or requests adequate protection in respect of the relevant Junior Priority Obligations and such adequate
protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute Collateral,
then each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, agrees that
(i) each Senior Priority Agent shall also be granted a senior Lien on such collateral as security for the Senior Priority
Obligations owing to such Senior Priority Agent and the Senior Priority Secured Parties represented thereby, and that any Lien
on such collateral securing the Junior Priority Obligations shall be junior to any Lien on such collateral securing the Senior
Priority Obligations and (ii) each other Junior Priority Agent shall also be granted a pari passu Lien on such collateral
as security for the Junior Priority Obligations owing to such other Junior Priority Agent and the Junior Priority Secured Parties
represented thereby, and that any such Lien on such collateral securing such Junior Priority Obligations shall be pari passu to
each such other Lien on such collateral securing such other Junior Priority Obligations (except as may be separately otherwise
agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior
Priority Secured Parties represented thereby), and (b) in the event that any Senior Priority Agent, for or on behalf of
itself or any Senior Priority Creditor represented thereby, seeks or requests adequate protection in respect of the Senior Priority
Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type
of assets that constitute Collateral, then such Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors
represented thereby, agrees that (i) each other Senior Priority Agent shall also be granted a pari passu Lien on such collateral
as security for the Senior Priority Obligations owing to such other Senior Priority Agent and the Senior Priority Secured Parties
represented thereby, and that any such Lien on such collateral securing such Senior Priority Obligations shall be pari passu to
each such other Lien on such collateral securing such other Senior Priority Obligations (except as may be separately otherwise
agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior
Priority Secured Parties represented thereby) and (ii) each Junior Priority Agent shall also be granted a junior Lien on
such collateral as security for the Junior Priority Obligations owing to such other Junior Priority Agent and the Junior Priority
Secured Parties represented thereby, and that any such Lien on such collateral securing such Junior Priority Obligations shall
be junior to each Lien on such collateral securing Senior Priority Obligations.


 




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ARTICLE VII


 


MISCELLANEOUS


 


Section 7.1           Rights
of Subrogation. Each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby,
agrees that no payment by such Junior Priority Agent or any such Junior Priority Creditor to any Senior Priority Agent or Senior
Priority Creditor pursuant to the provisions of this Agreement shall entitle such Junior Priority Agent or Junior Priority Creditor
to exercise any rights of subrogation in respect thereof until the Discharge of Senior Priority Obligations shall have occurred.
Following the Discharge of Senior Priority Obligations, each Senior Priority Agent agrees to execute such documents, agreements,
and instruments as any Junior Priority Agent or Junior Priority Creditor may reasonably request to evidence the transfer by subrogation
to any such Person of an interest in the Senior Priority Obligations resulting from payments to such Senior Priority Agent by such
Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith
by such Senior Priority Agent are paid by such Person upon request for payment thereof.


 


Section 7.2           Further
Assurances. The Parties will, at their own expense and at any time and from time to time, promptly execute and deliver all
further instruments and documents, and take all further action, that may be necessary or desirable, or that any Party may reasonably
request, in order to protect any right or interest granted or purported to be granted hereby or to enable such Party to exercise
and enforce its rights and remedies hereunder; provided, however, that no Party shall be required to pay over any
payment or distribution, execute any instruments or documents, or take any other action referred to in this Section 7.2,
to the extent that such action would contravene any law, order or other legal requirement or any of the terms or provisions of
this Agreement, and in the event of a controversy or dispute, such Party may interplead any payment or distribution in any court
of competent jurisdiction, without further responsibility in respect of such payment or distribution under this Section 7.2.


 


Section 7.3           Representations.
The Cash Flow Agent represents and warrants to each other Agent that it has the requisite power and authority under the Cash Flow
Documents to enter into, execute, deliver, and carry out the terms of this Agreement on behalf of itself and the Cash Flow Secured
Parties. The Initial Junior Priority Agent represents and warrants to each other Agent that it has the requisite power and authority
under the Initial Junior Priority Documents to enter into, execute, deliver, and carry out the terms of this Agreement on behalf
of itself and the Initial Junior Priority Creditors. Each Additional Agent represents and warrants to each other Agent that it
has the requisite power and authority under the applicable Additional Documents to enter into, execute, deliver, and carry out
the terms of this Agreement on behalf of itself and any Additional Credit Facility Secured Parties represented thereby.


 




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Section 7.4           Amendments.


 


(a)          No
amendment, modification or waiver of any provision of this Agreement, and no consent to any departure by any Party hereto, shall
be effective unless it is in a written agreement executed by each Senior Priority Agent and each Junior Priority Agent. Notwithstanding
the foregoing, the Company Representative may, without the consent of any Party hereto, amend this Agreement to add an Additional
Agent by (x) executing an Additional Indebtedness Joinder as provided in Section 7.11 or (y) executing a joinder
agreement substantially in the form of Exhibit C attached hereto as provided for in the definition of “Cash Flow
Credit Agreement” or “Initial Junior Priority Credit Facility”, as applicable. No amendment, modification
or waiver of any provision of this Agreement, and no consent to any departure therefrom by any Party hereto, that changes, alters,
modifies or otherwise affects any power, privilege, right, remedy, liability or obligation of, or otherwise adversely affects in
any manner, any Additional Agent that is not then a Party, or any Additional Credit Facility Secured Party not then represented
by an Additional Agent that is then a Party (including any change, alteration, modification or other adverse effect upon any power,
privilege, right, remedy, liability or obligation of or other effect upon any such Additional Agent or Additional Credit Facility
Secured Party that may at any subsequent time become a Party or beneficiary hereof) shall be effective unless it is consented to
in writing by the Company Representative (regardless of whether any such Additional Agent or Additional Credit Facility Secured
Party ever becomes a Party or beneficiary hereof). Any amendment, modification or waiver of any provision of this Agreement that
would have the effect, directly or indirectly, through any reference in any Credit Document to this Agreement or otherwise, of
waiving, amending, supplementing or otherwise modifying such Credit Document, or any term or provision thereof, or any right or
obligation of the Company or any other Credit Party thereunder or in respect thereof, shall not be given such effect except pursuant
to a written instrument executed by the Company Representative and each other affected Credit Party.


 


(b)          In
the event that any Senior Priority Agent or the requisite Senior Priority Creditors enter into any amendment, waiver or consent
in respect of or replace any Senior Priority Collateral Document for the purpose of adding to, or deleting from, or waiving or
consenting to any departures from any provisions of, any Senior Priority Collateral Document relating to the Collateral or changing
in any manner the rights of the Senior Priority Agent, the Senior Priority Creditors, or any Credit Party with respect to the Collateral
(including, subject to Section 2.4(b), the release of any Liens on Collateral), then such amendment, waiver or consent shall
apply automatically to any comparable provision of each Junior Priority Collateral Document without the consent of or any actions
by any Junior Priority Agent or any Junior Priority Creditors; provided, that such amendment, waiver or consent does not
materially adversely affect the rights or interests of the Junior Priority Creditors in the Collateral (including any license or
right of use granted to them by any Credit Party pursuant to any Junior Priority Collateral Document with respect to Intellectual
Property owned by such Credit Party as it pertains to the rights or interests of the Junior Priority Creditors in the Collateral).
The applicable Senior Priority Agent shall give written notice of such amendment, waiver or consent to the Junior Priority Agents;
provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with
respect to the provisions of any Junior Priority Collateral Document as set forth in this Section 7.4(b).


 


Section 7.5           Addresses
for Notices. Unless otherwise specifically provided herein, any notice or other communication herein required or permitted
to be given shall be in writing and may be personally served, faxed, sent by electronic mail or sent by overnight express courier
service or United States mail and shall be deemed to have been given when delivered in person or by courier service, upon receipt
of a facsimile or upon receipt of electronic mail sent (except that, if not given during normal business hours for the recipient,
shall be deemed to have been given at the opening of business on the next Business Day for the recipient) or five (5) days after
deposit in the United States mail (certified, with postage prepaid and properly addressed). The addresses of the parties hereto
(until notice of a change thereof is delivered as provided in this Section) shall be as set forth below or, as to each party, at
such other address as may be designated by such party in a written notice to all of the other parties.


 




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	Cash Flow Agent:	[                ]
	 	[                ]
	 	Attention:  [___________]
	 	Facsimile:  [____________]
	 	Telephone:  [____________]
	 	Email:  [___________]
	 	 
	Initial Junior Priority Agent:	[_____________]
	 	[_____________]
	 	Attention:  [___________]
	 	Facsimile:  [____________]
	 	Telephone:  [____________]
	 	Email:  [___________]


 


	Any Additional Agent:	As set forth in the Additional Indebtedness Joinder executed and delivered by such Additional Agent pursuant to Section 7.11.


 


Section 7.6           No
Waiver, Remedies. No failure on the part of any Party to exercise, and no delay in exercising, any right hereunder shall operate
as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof
or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.


 


Section 7.7           Continuing
Agreement; Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) remain in full force and
effect (x) with respect to all Senior Priority Secured Parties and Senior Priority Obligations, until the Discharge of Senior Priority
Obligations, subject to Section 5.3 and (y) with respect to all Junior Priority Secured Parties and Junior Priority Obligations,
until the later of the Discharge of the Senior Priority Obligations and the Discharge of the Junior Priority Obligations, (b) be
binding upon the Parties and their successors and assigns, and (c) inure to the benefit of and be enforceable by the Parties and their respective successors, transferees and assigns. Nothing
herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this
Agreement or any Collateral, subject to Section 7.10. All references to any Credit Party shall include any Credit Party
as debtor-in-possession and any receiver or trustee for such Credit Party in any Insolvency Proceeding. Without limiting the generality
of the foregoing clause (c), any Senior Priority Agent, Senior Priority Creditor, Junior Priority Agent or Junior Priority Creditor
may assign or otherwise transfer all or any portion of the Senior Priority Obligations or the Junior Priority Obligations, as applicable,
to any other Person, and such other Person shall thereupon become vested with all the rights and obligations in respect thereof
granted to such Senior Priority Agent, Junior Priority Agent, Senior Priority Creditor or Junior Priority Creditor, as the case
may be, herein or otherwise. The Senior Priority Secured Parties and the Junior Priority Secured Parties may continue, at any time
and without notice to the other Parties hereto, to extend credit and other financial accommodations, lend monies and provide Indebtedness
to, or for the benefit of, any Credit Party on the faith hereof.


 


Section 7.8           Governing
Law; Entire Agreement. This Agreement and the rights and obligations of the Parties under this Agreement shall be governed
by, and construed and interpreted in accordance with, the laws of the State of New York without giving effect to its principles
or rules of conflict of laws to the extent that such principles or rules are not mandatorily applicable by statute and would permit
or require the application of the laws of another jurisdiction. This Agreement constitutes the entire agreement and understanding
among the Parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect
thereto (it being understood that this Agreement does not supersede the Base Intercreditor Agreement).


 




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Section 7.9          Counterparts.
This Agreement may be executed in any number of counterparts (including by facsimile or other electronic transmission), and it
is not necessary that the signatures of all Parties be contained on any one counterpart hereof; each counterpart will be deemed
to be an original, and all together shall constitute one and the same document.


 


Section 7.10         No
Third-Party Beneficiaries. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties
hereto and its respective successors and assigns and shall inure to the benefit of each of the Senior Priority Agents, the Senior
Priority Creditors, the Junior Priority Agents, the Junior Priority Creditors and the Company and the other Credit Parties. No
other Person shall have or be entitled to assert rights or benefits hereunder.


 


Section 7.11         Designation
of Additional Indebtedness; Joinder of Additional Agents.


 


(a)          The
Company Representative may designate any Additional Indebtedness complying with the requirements of the definition of “Additional
Indebtedness” as Additional Indebtedness for purposes of this Agreement, upon complying with the following conditions:


 


(i)           one
or more Additional Agents for one or more Additional Credit Facility Secured Parties in respect of such Additional Indebtedness
shall have executed the Additional Indebtedness Joinder with respect to such Additional Indebtedness, and the Company Representative
or any such Additional Agent shall have delivered such executed Additional Indebtedness Joinder to the Cash Flow Agent, the Initial
Junior Priority Agent and any other Additional Agent then party to this Agreement;


 


(ii)          at
least five Business Days (unless a shorter period is agreed in writing by the Parties and the Company Representative) prior to
delivery of the Additional Indebtedness Joinder, the Company Representative shall have delivered to the Cash Flow Agent, the Initial
Junior Priority Agent and any other Additional Agent then party to this Agreement complete and correct copies of any Additional
Credit Facility, Additional Guarantees and Additional Collateral Documents that will govern such Additional Indebtedness upon giving
effect to such designation (which may be unexecuted copies of Additional Documents to be executed and delivered concurrently with
the effectiveness of such designation); and


 


(iii)         the
Company Representative shall have executed and delivered to the Cash Flow Agent, the Initial Junior Priority Agent and any other
Additional Agent then party to this Agreement the Additional Indebtedness Designation (including whether such Additional Indebtedness
is designated Senior Priority Debt or Junior Priority Debt) with respect to such Additional Indebtedness.


 


No Additional Indebtedness may be designated both Senior Priority
Debt and Junior Priority Debt.


 




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(b)          Upon
satisfaction of the conditions specified in the preceding Section 7.11(a), the designated Additional Indebtedness shall
constitute “Additional Indebtedness”, any Additional Credit Facility under which such Additional Indebtedness
is or may be incurred shall constitute an “Additional Credit Facility”, any holder of such Additional Indebtedness
or other applicable Additional Credit Facility Secured Party shall constitute an “Additional Credit Facility Secured Party”,
and any Additional Agent for any such Additional Credit Facility Secured Party shall constitute an “Additional Agent”
for all purposes under this Agreement. The date on which such foregoing conditions specified in Section 7.11(a) shall have
been satisfied with respect to any Additional Indebtedness is herein called the “Additional Effective Date”
with respect to such Additional Indebtedness. Prior to the Additional Effective Date with respect to any Additional Indebtedness,
all references herein to Additional Indebtedness shall be deemed not to take into account such Additional Indebtedness, and the
rights and obligations of the Cash Flow Agent, the Initial Junior Priority Agent and each other Additional Agent then party to
this Agreement shall be determined on the basis that such Additional Indebtedness is not then designated. On and after the Additional
Effective Date with respect to such Additional Indebtedness, all references herein to Additional Indebtedness shall be deemed to
take into account such Additional Indebtedness, and the rights and obligations of the Cash Flow Agent, the Initial Junior Priority
Agent and each other Additional Agent then party to this Agreement shall be determined on the basis that such Additional Indebtedness
is then designated.


 


(c)          In
connection with any designation of Additional Indebtedness pursuant to this Section 7.11, each of the Cash Flow Agent, the Initial
Junior Priority Agent and each Additional Agent then party hereto agrees at the Company’s expense (x) to execute and
deliver any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, any
Cash Flow Collateral Documents, Initial Junior Priority Collateral Documents or Additional Collateral Documents, as applicable,
and any agreements relating to any security interest in Control Collateral and Cash Collateral, and to make or consent to any filings
or take any other actions (including executing and recording any mortgage subordination or similar agreement), as may be reasonably
deemed by the Company Representative to be necessary or reasonably desirable for any Lien on any Collateral to secure such Additional
Indebtedness to become a valid and perfected Lien (with the priority contemplated by the applicable Additional Indebtedness Designation
delivered pursuant to this Section 7.11 and by this Agreement), and (y) otherwise to reasonably cooperate to effectuate
a designation of Additional Indebtedness pursuant to this Section 7.11 (including if requested, by executing an acknowledgment
of any Additional Indebtedness Joinder or of the occurrence of any Additional Effective Date).


 


Section 7.12         Senior
Priority Representative; Notice of Senior Priority Representative Change. The Senior Priority Representative shall act for
the Senior Priority Secured Parties as provided in this Agreement, and shall be entitled to so act at the direction of the Requisite
Senior Priority Holders from time to time. Until a Party (other than the existing Senior Priority Representative) receives written
notice from the existing Senior Priority Representative, in accordance with Section 7.5 of this Agreement, of a change in
the identity of the Senior Priority Representative, such Party shall be entitled to act as if the existing Senior Priority Representative
is in fact the Senior Priority Representative. Each Party (other than the existing Senior Priority Representative) shall be entitled
to rely upon any written notice of a change in the identity of the Senior Priority Representative which facially appears to be
from the then existing Senior Priority Representative and is delivered in accordance with Section 7.5 and such Agent shall
not be required to inquire into the veracity or genuineness of such notice. Each existing Senior Priority Representative from time
to time agrees to give prompt written notice to each Party of any change in the identity of the Senior Priority Representative.


 




    	 	-53-	 



     


    

 


Section 7.13         Cash
Flow Collateral Representative. Each Junior Priority Agent, on behalf of itself and the Junior Priority Creditors represented
thereby, agrees that prior to the Discharge of the Senior Priority Obligations, (x) such Junior Priority Agent shall be
ineligible to act as the “Cash Flow Collateral Representative” under the Base Intercreditor Agreement and shall not
act in such capacity, and for purposes of determining the “Cash Flow Collateral Representative” under the Base Intercreditor
Agreement, the Additional Cash Flow Obligations (as defined in the Base Intercreditor Agreement) of such Junior Priority Creditors
shall be disregarded and deemed not Additional Cash Flow Obligations (as defined in the Base Intercreditor Agreement), (y)
such Junior Priority Creditors shall be ineligible to vote on matters requiring the consent or approval of the “Requisite
Cash Flow Holders” under the Base Intercreditor Agreement and (z) the Additional Cash Flow Obligations (as defined
in the Base Intercreditor Agreement) of such Junior Priority Creditors shall be disregarded and deemed not outstanding for purposes
of calculating “Requisite Cash Flow Holders” under the Base Intercreditor Agreement.


 


Section 7.14         Provisions
Solely to Define Relative Rights. The provisions of this Agreement are and are intended solely for the purpose of defining
the relative rights of the Senior Priority Secured Parties and the Junior Priority Secured Parties, respectively. Nothing in this
Agreement is intended to or shall impair the rights of the Company or any other Credit Party, or the obligations of the Company
or any other Credit Party to pay the Cash Flow Obligations, the Initial Junior Priority Obligations and any Additional Obligations
as and when the same shall become due and payable in accordance with their terms.


 


Section 7.15         Headings.
The headings of the articles and sections of this Agreement are inserted for purposes of convenience only and shall not be construed
to affect the meaning or construction of any of the provisions hereof.


 


Section 7.16         Severability.
If any of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement and shall not invalidate the
Lien Priority or the application of Proceeds and other priorities set forth in this Agreement.


 


Section 7.17         Attorneys’
Fees. The Parties agree that if any dispute, arbitration, litigation, or other proceeding is brought with respect to the enforcement
of this Agreement or any provision hereof, the prevailing party in such dispute, arbitration, litigation, or other proceeding shall
be entitled to recover its reasonable attorneys’ fees and all other costs and expenses incurred in the enforcement of this
Agreement, irrespective of whether suit is brought.


 


Section 7.18         VENUE;
JURY TRIAL WAIVER.


 


(a)          EACH
PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT TO THE EXCLUSIVE GENERAL JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK FOR THE COUNTY OF NEW YORK
(THE “NEW YORK SUPREME COURT”), AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (THE
“FEDERAL DISTRICT COURT,” AND TOGETHER WITH THE NEW YORK SUPREME COURT, THE “NEW YORK COURTS”) AND
APPELLATE COURTS FROM EITHER OF THEM; PROVIDED THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE (I)
ANY PARTY FROM BRINGING ANY LEGAL ACTION OR PROCEEDING IN ANY JURISDICTION FOR THE RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT,
(II) IF ALL SUCH NEW YORK COURTS DECLINE JURISDICTION OVER ANY PERSON, OR DECLINE (OR IN THE CASE OF THE FEDERAL DISTRICT
COURT, LACK) JURISDICTION OVER ANY SUBJECT MATTER OF SUCH ACTION OR PROCEEDING, A LEGAL ACTION OR PROCEEDING MAY BE BROUGHT WITH
RESPECT THERETO IN ANOTHER COURT HAVING JURISDICTION AND (III) IN THE EVENT A LEGAL ACTION OR PROCEEDING IS BROUGHT AGAINST
ANY PARTY HERETO OR INVOLVING ANY OF ITS ASSETS OR PROPERTY IN ANOTHER COURT (WITHOUT ANY COLLUSIVE ASSISTANCE BY SUCH PARTY OR
ANY OF ITS SUBSIDIARIES OR AFFILIATES), SUCH PARTY FROM ASSERTING A CLAIM OR DEFENSE (INCLUDING ANY CLAIM OR DEFENSE THAT THIS
SECTION 7.17(A) WOULD OTHERWISE REQUIRE TO BE ASSERTED IN A LEGAL PROCEEDING IN A NEW YORK COURT) IN ANY SUCH ACTION OR
PROCEEDING.


 




    	 	-54-	 



     


    

 


(b)          EACH
PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL
OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY HERETO REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY
WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY
BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


 


(c)          EACH
PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 7.5. NOTHING
IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.


 


Section 7.19         Intercreditor
Agreement. This Agreement is the “Junior Lien Intercreditor Agreement” referred to in the Cash Flow Credit Agreement,
the Initial Junior Priority Credit Facility and each Additional Credit Facility. Nothing in this Agreement shall be deemed to subordinate
the right of any Junior Priority Secured Party to receive payment to the right of any Senior Priority Secured Party (whether before
or after the occurrence of an Insolvency Proceeding), it being the intent of the Parties that this Agreement shall effectuate a
subordination of Liens as between the Senior Priority Secured Parties, on the one hand, and the Junior Priority Secured Parties,
on the other hand, but not a subordination of Indebtedness.


 


Section 7.20         No
Warranties or Liability. Each Party acknowledges and agrees that none of the other Parties has made any representation or warranty
with respect to the execution, validity, legality, completeness, collectability or enforceability of any other Cash Flow Document,
any other Initial Junior Priority Document or any other Additional Document. Except as otherwise provided in this Agreement, each
Party will be entitled to manage and supervise its respective extensions of credit to any Credit Party in accordance with law and
their usual practices, modified from time to time as they deem appropriate.


 


Section 7.21         Conflicts.
In the event of any conflict between the provisions of this Agreement and the provisions of any Cash Flow Document, any Initial
Junior Priority Document or any Additional Document, the provisions of this Agreement shall govern. Notwithstanding the foregoing,
in the event of any conflict between the Base Intercreditor Agreement and this Agreement, the provisions of the Base Intercreditor
Agreement shall control; provided, however, that as permitted by the Base Intercreditor Agreement this Agreement
is intended to constitute a separate writing altering the rights between the Senior Priority Creditors on the one hand and the
Junior Priority Creditors on the other hand. The parties hereto acknowledge that the terms of this Agreement are not intended to
negate any specific rights granted to, or obligations of, the Company or any other Credit Party in the Cash Flow Documents, the
Initial Junior Priority Documents or any Additional Documents.


 




    	 	-55-	 



     


    

 


Section 7.22         Information
Concerning Financial Condition of the Credit Parties. No Party has any responsibility for keeping any other Party informed
of the financial condition of the Credit Parties or of other circumstances bearing upon the risk of non-payment of the Cash Flow
Obligations, the Initial Junior Priority Obligations or any Additional Obligations, as applicable. Each Party hereby agrees that
no Party shall have any duty to advise any other Party of information known to it regarding such condition or any such circumstances.
In the event any Party, in its sole discretion, undertakes at any time or from time to time to provide any information to any other
Party to this Agreement, it shall be under no obligation (a) to provide any such information to such other Party or any
other Party on any subsequent occasion, (b) to undertake any investigation not a part of its regular business routine, or
(c) to disclose any other information.


 


Section 7.23         Excluded
Assets. For the avoidance of doubt, nothing in this Agreement (including Sections 2.1, 4.1, 6.1 and 6.9)
shall be deemed to provide or require that any Agent or any Secured Party represented thereby receive any Proceeds of, or any Lien
on, any Property of any Credit Party that constitutes “Excluded Assets” under (and as defined in) the applicable Credit
Facility or any related Credit Document to which such Agent is a party.


 


[Signature pages follow] 


 




    	 	-56-	 



     


    

 


IN WITNESS WHEREOF, the Cash Flow Agent, on
behalf of itself and the Cash Flow Secured Parties, and the Initial Junior Priority Agent, on behalf of itself and the Initial
Junior Priority Creditors, have caused this Agreement to be duly executed and delivered as of the date first above written.


 


	 	[                ], in its capacity as Cash Flow Agent


 


	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	[[                ], in its capacity as Senior Priority Representative


 


	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]


 


	 	[                ], in its capacity as Initial Junior Priority Agent


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	[[                ], in its capacity as Additional Agent


 


	 	By:	 
	 	 	Name:
	 	 	Title:]6


 





 



 


		6	Add signature block for any Additional Agents.



 




    	 	S-1	 



     


    

 


ACKNOWLEDGMENT


 


Each Credit Party hereby acknowledges that it
has received a copy of this Agreement and consents thereto, agrees to recognize all rights granted thereby to the Cash Flow Agent,
the Cash Flow Secured Parties, the Initial Junior Priority Agent, the Initial Junior Priority Creditors, any Additional Agent and
any Additional Credit Facility Secured Parties, and will not do any act or perform any obligation which is not in accordance with
the agreements set forth in this Agreement.


 


CREDIT PARTIES:


 


	 	[HOLDINGS]


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	[BORROWER]


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	[SUBSIDIARY GUARANTORS]


 


	 	By:	 
	 	 	Name:
	 	 	Title:


  




    	 	S-2	 



     


    

  


EXHIBIT
A


 


ADDITIONAL INDEBTEDNESS DESIGNATION


 


DESIGNATION dated as of _______ __, 20__, by
[COMPANY REPRESENTATIVE]7 (the “Company
Representative”). Capitalized terms used herein and not otherwise defined herein shall have the meaning specified in
the Junior Lien Intercreditor Agreement (as amended, restated, supplemented, waived or otherwise modified from time to time, the
“Intercreditor Agreement”) entered into as of [          ],
20[ ], among [          ], in its capacity as collateral agent (together with
its successors and assigns in such capacity from time to time, and as further defined in the Intercreditor Agreement, the “Cash
Flow Agent”) for the Cash Flow Secured Parties, [                   ],
in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further
defined in the Intercreditor Agreement, the “Initial Junior Priority Agent”) for the Initial Junior Priority
Secured Parties[[                   ],
as Additional Agent for the Additional Credit Facility Creditors under the [describe applicable Additional Credit Facility]].8
Capitalized terms used herein and not otherwise defined herein shall have the meaning specified in the Intercreditor Agreement.


 


Reference is made to that certain [insert name
of Additional Credit Facility], dated as of _______ __, 20__ (the “Additional Credit Facility”), among [list
any applicable Credit Party], [list Additional Credit Facility Secured Parties] [and Additional Agent, as agent (the “Additional
Agent”)].9


 


Section 7.11 of the Intercreditor Agreement
permits the Company Representative to designate Additional Indebtedness under the Intercreditor Agreement. Accordingly:


 


Section 1. Representations and Warranties.
The Company Representative hereby represents and warrants to the Cash Flow Agent, the Initial Junior Priority Agent, and any Additional
Agent that:


 


(1)         The
Additional Indebtedness incurred or to be incurred under the Additional Credit Facility constitutes “Additional Indebtedness”
which complies with the definition of such term in the Intercreditor Agreement; and


 


(2)         all
conditions set forth in Section 7.11 of the Intercreditor Agreement with respect to the Additional Indebtedness have been satisfied.


 


Section 2. Designation of Additional Indebtedness.
The Company Representative hereby designates such Additional Indebtedness as Additional Indebtedness under the Intercreditor Agreement
and such Additional Indebtedness shall constitute [Senior Priority Debt]/[Junior Priority Debt].


 





 



 


		7	Revise as appropriate to refer to any permitted successor or assign.



 


		8	Revise as appropriate to refer to any successor Cash Flow Agent or Initial Junior Priority Agent and to add reference to any
previously added Additional Agent.



 


		9	Revise as appropriate to refer to the relevant Additional Credit Facility, Additional Credit Facility Secured Parties and any
Additional Agent.



 




    	 	Ex. A-1	 



     


    

 


IN WITNESS WHEREOF, the undersigned has caused
this Designation to be duly executed by its duly authorized officer or other representative, all as of the day and year first above
written.


 


	 	[COMPANY]


 


	 	By:	 
	 	 	Name:
	 	 	Title:


  




    	 	Ex. A-2	 



     


    

  


EXHIBIT
B


 


ADDITIONAL INDEBTEDNESS JOINDER


 


JOINDER, dated as of _______________, 20__,
among [COMPANY], a [                                                    ]
(“Company”), [          ], in its capacity as collateral agent
(together with its successors and assigns in such capacity from time to time, and as further defined in the Intercreditor Agreement,
the “Cash Flow Agent”)10
for the Cash Flow Secured Parties, [          ], in its capacity as collateral
agent (together with its successors and assigns in such capacity from time to time, and as further defined in the Intercreditor
Agreement, the “Initial Junior Priority Agent”)11
for the Initial Junior Priority Secured Parties, [list any previously added Additional Agent] [and insert name of each Additional
Agent under any Additional Credit Facility being added hereby as party] and any successors or assigns thereof, to the Junior Lien
Intercreditor Agreement, dated as of [          ], 20[ ] (as amended, restated,
supplemented, waived or otherwise modified from time to time, the “Intercreditor Agreement”) among the Cash
Flow Agent, [and] the Initial Junior Priority Agent [and (list any previously added Additional Agent)]. Capitalized terms used
herein and not otherwise defined herein shall have the meaning specified in the Intercreditor Agreement.


 


Reference is made to that certain [insert name
of Additional Credit Facility], dated as of _______ __, 20__ (the “Additional Credit Facility”), among [list
any applicable Grantor], [list any applicable Additional Credit Facility Secured Parties (the “Joining Additional Creditors”)]
[and insert name of each applicable Additional Agent (the “Joining Additional Agent”)].12


 


Section 7.11 of the Intercreditor Agreement
permits the Company Representative to designate Additional Indebtedness under the Intercreditor Agreement. The Company Representative
has so designated Additional Indebtedness incurred or to be incurred under the Additional Credit Facility as Additional Indebtedness
by means of an Additional Indebtedness Designation.


 


Accordingly, [the Joining Additional Agent,
for itself and on behalf of the Joining Additional Creditors,]13
hereby agrees with the Cash Flow Agent, the Initial Junior Priority Agent and any other Additional Agent party to the Intercreditor
Agreement as follows:


 


Section 1. Agreement to be Bound. The
[Joining Additional Agent, for itself and on behalf of the Joining Additional Creditors,]14
hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and shall, as of the Additional Effective
Date with respect to the Additional Credit Facility, be deemed to be a party to the Intercreditor Agreement.


 





 



 


		10	Revise as appropriate to refer to any successor Cash Flow Agent.



 


		11	Revise as appropriate to refer to any successor Initial Junior Priority Agent.



 


		12	Revise as appropriate to refer to the relevant Additional Credit Facility, Additional Credit Facility Secured Parties and any
Additional Agent.



 


		13	Revise as appropriate to refer to any Additional Agent being added hereby and any Additional Credit Facility Secured Parties
represented thereby.



 


		14	Revise references throughout as appropriate to refer to the party or parties being added.



 




    	 	Ex. B-1	 



     


    

 


Section 2. Recognition of Claims. The
Cash Flow Agent (for itself and on behalf of the Cash Flow Secured Parties), the Initial Junior Priority Agent (for itself and
on behalf of the Initial Junior Priority Secured Parties) and [each of] the Additional Agent[s](for itself and on behalf of any
Additional Credit Facility Secured Parties represented thereby) hereby agree that the interests of the respective Creditors in
the Liens granted to the Cash Flow Agent, the Initial Junior Priority Agent, or any Additional Agent, as applicable, under the
applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 of the
Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or
defense (including any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy,
insolvency or other laws affecting the rights of creditors generally) to which the Cash Flow Agent, the Initial Junior Priority
Agent, any Additional Agent or any Creditor may be entitled or subject. The Cash Flow Agent (for itself and on behalf of the Cash
Flow Secured Parties), the Initial Junior Priority Agent (for itself and on behalf of the Initial Junior Priority Creditors), and
any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Credit Facility Secured Parties
represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit
Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional
Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence
of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors] (a) recognize[s]
the existence and validity of the Cash Flow Obligations and the existence and validity of the Initial Junior Priority Obligations15
and (b) agree[s] to refrain from making or asserting any claim that the Cash Flow Credit Agreement, the Initial Junior Priority
Credit Facility or other Cash Flow Documents or Initial Junior Priority Documents,16
as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding
the incurrence of such obligations.


 


Section 3. Notices. Notices and other
communications provided for under the Intercreditor Agreement to be provided to [the Joining Additional Agent] shall be sent to
the address set forth on Annex 1 attached hereto (until notice of a change thereof is delivered as provided in Section 7.5 of the
Intercreditor Agreement).


 


Section 4. Miscellaneous. THIS JOINDER
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH
PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF LAWS OF ANOTHER JURISDICTION.


 


[Add Signatures]


 





 



 


		15	Add reference to any previously added Additional Credit Facility and related Additional Obligations as appropriate.



 


		16	Add reference to any previously added Additional Credit
Facility and related Additional Documents as appropriate.



 




    	 	Ex. B-2	 



     


    

 


EXHIBIT
C


 


[CASH FLOW CREDIT AGREEMENT][INITIAL JUNIOR
PRIORITY CREDIT FACILITY] JOINDER


 


JOINDER, dated as of _______________, 20__,
among [    ], in its capacity as collateral agent (together with its successors and assigns in such capacity
from time to time, and as further defined in the Intercreditor Agreement, the “Cash Flow Agent”)17
for the Cash Flow Secured Parties, [             ], in its capacity
as collateral agent (together with its successors and assigns in such capacity from time to time, and as further defined in the
Intercreditor Agreement, the “Initial Junior Priority Agent”)18
for the Initial Junior Priority Secured Parties, [list any previously added Additional Agent] [and insert name of additional Cash
Flow Secured Parties, Cash Flow Agent, Initial Junior Priority Secured Parties or Initial Junior Priority Agent, as applicable,
being added hereby as party] and any successors or assigns thereof, to the Junior Lien Intercreditor Agreement, dated as of [   ],
20[   ] (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Intercreditor Agreement”)
among the Cash Flow Agent19, [and]
the Initial Junior Priority Agent20
[and (list any previously added Additional Agent)]. Capitalized terms used herein and not otherwise defined herein shall have the
meaning specified in the Intercreditor Agreement.


 


Reference is made to that certain [insert name
of new facility], dated as of _______ __, 20__ (the “Joining [Cash Flow Credit Agreement][Initial Junior Priority Credit
Facility]”), among [list any applicable Credit Party], [list any applicable new Cash Flow Secured Parties or new Initial
Junior Priority Secured Parties, as applicable (the “Joining [Cash Flow][Initial Junior Priority] Secured Parties”)]
[and insert name of each applicable Agent (the “Joining [Cash Flow][Initial Junior Priority] Agent”)].21


 


The Joining [Cash Flow][Initial Junior Priority]
Agent, on behalf of the Joining [Cash Flow][Initial Junior Priority]22
Secured Parties, hereby agrees with the Company and the other Grantors, the [Cash Flow][Initial Junior Priority] Agent and any
other Additional Agent party to the Intercreditor Agreement as follows:


 





 



 


		17	Revise as appropriate to refer to any successor Cash Flow Agent.



 


		18	Revise as appropriate to refer to any successor Initial Junior Priority Agent.



 


		19	Revise as appropriate to describe predecessor Cash Flow Agent or Cash Flow Secured Parties, if joinder is for a new Cash Flow
Credit Agreement.



 


		20	Revise as appropriate to describe predecessor Initial Junior Priority Agent or Initial Junior Priority Secured Parties, if
joinder is for a new Initial Junior Priority Credit Facility.



 


		21	Revise as appropriate to refer to the new credit facility, Secured Parties and Agents.



 


		22	Revise as appropriate to refer to any Agent being added hereby and any Secured Parties represented thereby.



 




    	 	Ex. C-1	 



     


    

 


Section 1. Agreement to be Bound.23
The Joining [Cash Flow][Initial Junior Priority] Agent, on behalf of itself and the Joining [Cash Flow][Initial Junior Priority]
Secured Parties,] hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and shall, as of the date
hereof, be deemed to be a party to the Intercreditor Agreement as [the][a] [Cash Flow][Initial Junior Priority] Agent. As of the
date hereof, the Joining [Cash Flow Credit Agreement][Initial Junior Priority Credit Facility] shall be deemed [the][a] [Cash Flow
Credit Agreement][Initial Junior Priority Credit Facility] under the Intercreditor Agreement, and the obligations thereunder are
subject to the terms and provisions of the Intercreditor Agreement.


 


Section 2. Notices. Notices and other
communications provided for under the Intercreditor Agreement to be provided to the Joining [Cash Flow][Initial Junior Priority]
Agent shall be sent to the address set forth on Annex 1 attached hereto (until notice of a change thereof is delivered as provided
in Section 7.5 of the Intercreditor Agreement).


 


Section 3. Miscellaneous. THIS JOINDER
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH
PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF LAWS OF ANOTHER JURISDICTION.


 


[ADD SIGNATURES]


 





 



 


		23	Revise references throughout as appropriate to refer to the party or parties being added.



 






    	 	Ex. C-2	 



     


    




  


EXHIBIT K

to

CASH FLOW CREDIT AGREEMENT


 


FORM OF AFFILIATED LENDER ASSIGNMENT
AND ASSUMPTION23


 


Reference is made to
the Cash Flow Credit Agreement, dated as of April 12, 2018 (as the same may be amended, supplemented, waived or otherwise modified
from time to time, the “Credit Agreement”; capitalized terms defined therein being used herein as therein defined),
among PISCES MIDCO, INC., a Delaware corporation (together with its successors and assigns, the “Borrower”),
the several banks and other financial institutions from time to time party thereto (the “Lenders”) and JPMORGAN
CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and
as collateral agent for the Secured Parties (as defined therein).


 


___________________________
(the “Assignor”) and _________________ (the “Assignee”) agree as follows:


 


1.           The
Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably
purchases and assumes from the Assignor without recourse to the Assignor, as of the Transfer Effective Date (as defined below),
an interest (the “Assigned Interest”) as set forth in Schedule 1 in and to the Assignor’s rights
and obligations under the Credit Agreement and the other Loan Documents with respect to those credit facilities provided for in
the Credit Agreement as are set forth on Schedule 1 (individually, an “Assigned Facility”; collectively,
the “Assigned Facilities”), in a principal amount for each Assigned Facility as set forth on Schedule 1.


 


2.           The
Assignor (a) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties
or representations made in or in connection with the Credit Agreement, any other Loan Document or any other instrument or document
furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that it is the legal
and beneficial owner of the Assigned Interest and that it has not created any adverse claim upon the interest being assigned by
it hereunder and that such interest is free and clear of any adverse claim; (b) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the Borrower, any of its Subsidiaries or any other obligor
or the performance or observance by the Borrower, any of its Subsidiaries or any other obligor of any of their respective obligations
under the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; and
(c) attaches the Note(s), if any, held by it evidencing the Assigned Facilities [and requests that the Administrative Agent
exchange such Note(s) for a new Note or Notes payable to the Assignee and (if the Assignor has retained any interest in the Assigned
Facilities) a new Note or Notes payable to the Assignor in the respective amounts which reflect the assignment being made hereby
(and after giving effect to any other assignments which have become effective on the Transfer Effective Date)].24
The Assignor acknowledges and agrees that in connection with this assignment, (1) the Assignee is an Affiliated Lender and
it or its Affiliates may have, and later may come into possession of, information regarding the Loans or the Loan Parties that
is not known to the Assignor and that may be material to a decision by such Assignor to assign the Assigned Interests (such information,
the “Excluded Information”), (2) such Assignor has independently, without reliance on the Assignee, Holdings,
the Borrower, any of its Subsidiaries, the Administrative Agent or any other Lender or any of their respective Affiliates, made
its own analysis and determination to participate in such assignment notwithstanding such Assignor’s lack of knowledge of
the Excluded Information, (3) none of the Assignee, Holdings, the Borrower, any of its Subsidiaries, the Administrative
Agent, the other Lenders or any of their respective Affiliates shall have any liability to the Assignor, and the Assignor hereby
waives and releases, to the extent permitted by law, any claims such Assignor may have against the Assignee, Holdings, the Borrower,
any of its Subsidiaries, the Administrative Agent, the other Lenders and their respective Affiliates, under applicable laws or
otherwise, with respect to the nondisclosure of the Excluded Information and (4) the Excluded Information may not be available
to the Agents or the other Lenders.


 





 






		23	Assignment Agreement to or by an Affiliated Lender that is not an Affiliated Debt Fund.



 


		24	Should only be included when specifically required by the Assignee and/or the Assignor, as the
case may be.



 




     


     


    

 


EXHIBIT K

to

CASH FLOW CREDIT AGREEMENT


 


Page 2


 


3.           The
Assignee (a) represents and warrants that (i) it is legally authorized to enter into this Affiliated Lender Assignment
and Assumption; (ii) it is an Affiliated Lender; (iii) each of the terms and conditions set forth in Subsection
11.6(h)(i) of the Credit Agreement have been satisfied with respect to this Affiliated Lender Assignment and Assumption; (b)
confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Subsections
5.1 and 7.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis
and decision to enter into this Affiliated Lender Assignment and Assumption; (c) agrees that it will, independently and
without reliance upon the Assignor, any Agent or any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the
other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (d) agrees that it shall
not be permitted to (A) attend or participate in, and shall not attend or participate in, any “lender-only”
meetings or receive any related “lender-only” information, (B) receive any information or material prepared
by the Administrative Agent or any Lender or any communication by or among the Administrative Agent and/or one or more Lenders,
except to the extent such information or materials have been made available to the Borrower or its representatives or (C)
receive advice of counsel to the Administrative Agent or any other Lender or challenge their attorney client privilege; (e)
appoints and authorizes each applicable Agent to take such action as agent on its behalf and to exercise such powers and discretion
under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as
are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; (f)
hereby affirms the acknowledgements and representations of such Assignee as a Lender contained in Subsection 10.5 of the
Credit Agreement; and (g) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance
with the terms of the Credit Agreement all the obligations which by the terms of the Credit Agreement are required to be performed
by it as a Lender, including its obligations pursuant to Subsection 11.16 of the Credit Agreement, and, if it is organized
under the laws of a jurisdiction outside the United States, its obligations pursuant to Subsection 4.11(b) of the Credit
Agreement.


 


4.           The
Assignee hereby confirms, in accordance with Subsection 11.6(h)(iv) of the Credit Agreement, that it will comply with the
requirements of such subsection.


 


5.           The
effective date of this Affiliated Lender Assignment and Assumption shall be [___________], [_______] (the “Transfer Effective
Date”). Following the execution of this Affiliated Lender Assignment and Assumption, it will be delivered to the Administrative
Agent for acceptance by it and recording by the Administrative Agent pursuant to Subsection 11.6 of the Credit Agreement,
effective as of the Transfer Effective Date (which shall not, unless otherwise agreed to by the Administrative Agent, be earlier
than five Business Days after the date of such acceptance and recording by the Administrative Agent).


 




     


     


    

 


EXHIBIT K

to

CASH FLOW CREDIT AGREEMENT


 


Page 3



 


6.           Upon
such acceptance and recording, from and after the Transfer Effective Date, the Administrative Agent shall make all payments in
respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee whether such
amounts have accrued prior to the Transfer Effective Date or accrued subsequent to the Transfer Effective Date. The Assignor and
the Assignee shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Transfer Effective
Date or with respect to the making of this assignment directly between themselves.


 


7.           From
and after the Transfer Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent provided
in this Affiliated Lender Assignment and Assumption, have the rights and obligations of an Affiliated Lender thereunder and under
the other Loan Documents and shall be bound by the provisions thereof and (b) the Assignor shall, to the extent provided
in this Affiliated Lender Assignment and Assumption, relinquish its rights and be released from its obligations under the Credit
Agreement, but shall nevertheless continue to be entitled to the benefits of (and bound by related obligations under) Subsections
4.10, 4.11, 4.12, 4.13 and 11.5 thereof.


 


8.           Notwithstanding
any other provision hereof, if the consents of the Borrower and the Administrative Agent hereto are required under Subsection
11.6 of the Credit Agreement, this Affiliated Lender Assignment and Assumption shall not be effective unless such consents
shall have been obtained.


 


9.           THIS
AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES
ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.


 


IN WITNESS WHEREOF, the
parties hereto have caused this Affiliated Lender Assignment and Assumption to be executed as of the date first above written by
their respective duly authorized officers on Schedule 1 hereto.


 




     


     


    

 


SCHEDULE 1

to

EXHIBIT K


 


AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION


 


Re: Cash Flow Credit
Agreement, dated as of April 12, 2018, among PISCES MIDCO, INC., a Delaware corporation, the several banks and other financial
institutions from time to time party thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative
agent for the Lenders and as collateral agent for the Secured Parties (as defined therein).


 


Name of Assignor:


 


Name of Assignee:


 


Transfer Effective Date
of Assignment:


 


	Assigned Facility	 	Aggregate Amount of 

Commitment/Loans under 

Assigned Facility for Assignor	 	Amount of Commitment/Loans 

Assigned
	 	 	[$][C$][€]__________	 	[$][C$][€]__________


 


	[NAME OF ASSIGNEE]	 	[NAME OF ASSIGNOR]
	 	 	 
	By: 	 	 	By: 	 
	 	Name:	 	 	Name:
	 	Title:	 	 	Title:


 




     


     


    

 


SCHEDULE 1

to

EXHIBIT K


 


Page 2


 


	Accepted for recording in the Register:	Consented To:
	 	 	 	 	 	 
	JPMORGAN CHASE BANK, N.A.,
 as Administrative Agent	[PISCES MIDCO, INC.
	 	 	 	 	 	 
	By: 	 	 	 	By: 	 
	 	Name:		 	 	Name:
	 	Title:		 	 	Title:]25
	 	 	 	 	 	 
	 	 	 	 	[JPMORGAN CHASE BANK, N.A.,
 as Administrative Agent
	 	 	 	 	 	 
	 	 	 	 	By: 	 
	 	 	 	 	 	Name:
	 	 	 	 	 	Title:]26


 


 






		25	Insert only as required by Subsection 11.6 of the Credit Agreement.



 


		26	Insert only as required by Subsection 11.6 of the Credit Agreement.



 




     


     


    

 


EXHIBIT L-1

to

CASH FLOW CREDIT AGREEMENT


 


FORM OF BORROWING REQUEST


 


[_______________], 20[__]27


 


JPMorgan Chase Bank, N.A.


500 Stanton Christiana Road


Newark, DE 19713


Attention: Nicole Reilly


Facsimile: (302) 634-4733


Telephone: (302) 634-1890


Email: nicole.c.reilly@jpmorgan.com


 


Ladies and Gentlemen:


The undersigned, PISCES MIDCO, INC., a Delaware
corporation (the “Borrower”), refers to the Cash Flow Credit Agreement, dated as of April 12, 2018 (as the same
may be amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among
the Borrower, the several banks and other financial institutions from time to time party thereto and JPMORGAN CHASE BANK, N.A.,
as Administrative Agent. Capitalized terms used herein without definition have the respective meanings assigned to such terms in
the Credit Agreement.


 


The Borrower hereby gives
you notice pursuant to Subsection 2.4 of the Credit Agreement that the undersigned hereby requests Revolving Loans
(the “Proposed Borrowing”) under the Credit Agreement as follows:


 


		(i)	The aggregate principal amount of the Proposed Borrowing
is [$][C$][€][£] [Other Designated Foreign Currency] _______________.



 


		(ii)	The Business Day of the Proposed Borrowing is __________,
20_____.



 


		(iii)	The Loans constituting the Proposed Borrowing shall
be denominated in [Dollars] [Canadian Dollars] [Euro] [Sterling]
[Other Designated Foreign Currency] __________.



 


		(iv)	The
Revolving Loans to be made pursuant to the Proposed Borrowing
shall initially be incurred and maintained as [Eurodollar Loans] [BA Equivalent Loans] [ABR Loans] [Canadian Prime Rate
Loans], [the initial Interest Period for which shall be [●]28]29.



 


*       *        * 


 





 






		27	Insert Date of Borrowing Request.



 


		28	Insert initial Interest Period for any Eurodollar Loans or BA Equivalent Loans being requested.



 


		29	If requesting a combination of Eurodollar Loans, BA Equivalent Loans, ABR Loans and/or Canadian
Prime Rate Loans, include respective principal amounts.



 




     


     


    

 


	 	Very truly yours,
	 	 
	 	PISCES MIDCO, INC.
	 	 	 






	 	By:	 
	 	 	Name: 
	 	 	Title:


 




     


     


    

 


EXHIBIT L-2

to

CASH FLOW CREDIT AGREEMENT


 


FORM OF LETTER OF CREDIT REQUEST


 


Dated [___________________](30)


 


[●], as Issuing
Bank, and JPMORGAN CHASE BANK, N.A., as Administrative Agent, under the Cash Flow Credit Agreement, dated as of April 12,
2018 (as the same may be amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”),
among PISCES MIDCO, INC., a Delaware corporation (together with its successors and assigns, the “Borrower”),
the several banks and other financial institutions from time to time party thereto (the “Lenders”) and JPMORGAN
CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and
as collateral agent for the Secured Parties (as defined therein).


  


	Attention:	 	 


Administrative Agent: JPMORGAN CHASE BANK,
N.A.


 


with a copy to:


 


	 	 
	 	 


 


	Attention:	 	 


 


	Attention:	 	 





	Issuing Bank:	 	 


 


with a copy to:


 


	 	 
	 	 


 


	Attention:	 	 


 





 






		30	Date of Letter of Credit Request.



 




     


     


    

 


Ladies and Gentlemen:


 


Pursuant to Subsection
2.6 of the Credit Agreement, we hereby request that the Issuing Bank referred to above issue a [Commercial Letter of Credit] [Standby
Letter of Credit] (“L/C”) for the account of the undersigned on(31)
[______] (the “Date of Issuance”) in the aggregate Stated Amount of(32)
[______]. The requested L/C shall be denominated in [Dollars][Canadian Dollars][Euro][Sterling][Other Designated Foreign
Currency33].


 


For purposes of this
Letter of Credit Request, unless otherwise defined herein, all capitalized terms used herein which are defined in the Credit Agreement
shall have the respective meanings provided therein.


 


The beneficiary of the
requested L/C will be of [__](34) and such L/C will
be in support of [__](35) and will have a stated expiration date of [__](36).


 


We hereby certify that:


 


		(A)	the representations and warranties contained in the
Credit Agreement or the other Loan Documents are true and correct in all material respects on the date hereof except to the extent
such representations and warranties relate to a specific earlier date, in which case such representations and warranties were
true and correct in all material respects as of such earlier date; and



 


		(B)	no Default or Event of Default has occurred and is continuing
nor, immediately after giving effect to the issuance of the L/C requested hereby, would such a Default or Event of Default occur.



 


Copies of all documentation
with respect to the supported transaction are attached hereto.


 





 






		31	Date of issuance which shall be (x) a Business Day, (y) no later than the 30th day
prior to the Initial Revolving Maturity Date (as defined in the Credit Agreement) and (z) at least three Business Days from
the date hereof (or such shorter period as is acceptable to the respective Issuing Bank in any given case).



 


		32	Insert aggregate Stated Amount.



 


		33	Borrower may reasonably request any other readily available currency readily exchangeable into
U.S. dollars and acceptable to the Administrative Agent, Issuing Bank and each Revolving Lender.



 


		34	Insert name and address of beneficiary.



 


		35	Insert a description of relevant obligations.



 


		36	Insert the last date upon which drafts may be presented which, unless otherwise agreed by Issuing
Bank, may not be later than the earlier of (A) one year after its date of issuance (subject, if requested by the Borrower
and agreed to by the Issuing Bank, to auto renewals for successive periods not exceeding one year or such longer period of time
as agreed by the Issuing Bank and ending prior to the 5th Business Day prior to the Initial Revolving Maturity Date) and (B)
the 5th Business Day prior to the Initial Revolving Maturity Date.



 




     


     


    

 


	 	PISCES MIDCO, INC.
	 	 	 






	 	By: 	 
	 	 	Name:
	 	 	Title:


 




     


     


    

  


EXHIBIT M


to


CASH FLOW CREDIT AGREEMENT


 


FORM OF SWING LINE LOAN PARTICIPATION
CERTIFICATE


 


[_______________], 20[__]


 


[Name of Lender]


 


___________________


___________________


Ladies and Gentlemen:


 


Pursuant to Subsection
2.7 of the Cash Flow Credit Agreement, dated as of April 12, 2018 (as the same may be amended, supplemented, waived or otherwise
modified from time to time, the “Credit Agreement”), among PISCES MIDCO, INC., a Delaware corporation (together
with its successors and assigns, the “Borrower”), the several banks and other financial institutions from time
to time party thereto (the “Lenders”), including JPMORGAN CHASE BANK, N.A., as swing line lender (in such capacity,
the “Swing Line Lender”), and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and as collateral
agent for the Secured Parties (as defined therein), the undersigned hereby acknowledges receipt from you on the date hereof of
$[●] as payment for a participating interest in the following Swing Line Loan:


 


Date of Swing Line Loan:
                                                                                                                                                 


 


Principal Amount of Swing
Line Loan:                                                                                                                            


 


	 	Very truly yours,
	 	 
	 	JPMORGAN CHASE BANK, N.A., 
	 	as Swing Line Lender
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     


     


    

 


EXHIBIT N

to

CASH FLOW CREDIT AGREEMENT


 


FORM OF ACCEPTANCE AND PREPAYMENT NOTICE


 


JPMORGAN
CHASE BANK, N.A.,

as Administrative Agent under the

Credit Agreement referred to below


 


[DATE]


 


Attention: [               ]


 


		Re:	PISCES MIDCO, INC.



 


This Acceptance and
Prepayment Notice is delivered to you pursuant to Subsection 4.4(l)(iv) of that certain Cash Flow Credit Agreement dated
as of April 12, 2018 (together with all exhibits and schedules thereto and as the same may be amended, supplemented, waived or
otherwise modified from time to time, the “Credit Agreement”) among PISCES MIDCO, INC., a Delaware corporation
(together with its successors and assigns, the “Borrower”), the several banks and other financial institutions
from time to time party thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such
capacity, the “Administrative Agent”) for the Lenders and as collateral agent for the Secured Parties (as defined
therein). Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.


 


Pursuant to Subsection
4.4(l)(iv)(2) of the Credit Agreement, the Borrower hereby notifies you that it accepts offers delivered in response to the
Solicited Discounted Prepayment Notice having an Offered Discount equal to or greater than [●]% (the “Acceptable
Discount”) in an aggregate amount not to exceed the Solicited Discounted Prepayment Amount.


 


The Borrower expressly
agrees that this Acceptance and Prepayment Notice is subject to the provisions of Subsection 4.4(l) of the Credit Agreement.


 


The Borrower hereby
represents and warrants to the Administrative Agent [,][and] [the Lenders of the Initial Term Loans] [[and]] the Lenders of the
[●, 20●]37 Tranche[s]] as follows:


 


1.           [At
least ten Business Days have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result of a
prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date (or such shorter period as agreed to by
the Administrative Agent in its reasonable discretion).][At least three Business Days have passed since the date the Borrower was
notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range
or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date
of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender (or such shorter period
as agreed to by the Administrative Agent in its reasonable discretion).]38


  


 






		37	List multiple Tranches if applicable.



 


		38	Insert applicable representation.



 




     


     


    

 


EXHIBIT N

to

CASH FLOW CREDIT AGREEMENT


 


Page 2


 


The Borrower acknowledges
that the Administrative Agent and the relevant Lenders are relying on the truth and accuracy of the foregoing representations and
warranties in connection with the acceptance of any prepayment made in connection with a Solicited Discounted Prepayment Offer.


 


The Borrower requests
that Administrative Agent promptly notify each of the relevant Lenders party to the Credit Agreement of this Acceptance and Prepayment
Notice.


 


[REMAINDER OF THE PAGE INTENTIONALLY LEFT
BLANK]


 



     


     


    

 

EXHIBIT N


to


CASH FLOW CREDIT AGREEMENT


 


Page 3


 


IN WITNESS WHEREOF, the
undersigned has executed this Acceptance and Prepayment Notice as of the date first above written.


 


	 	PISCES MIDCO, INC.
	 	 	 
	 	By:	                          
	 	 	Name:
	 	 	Title:


 




     


     


    

 


EXHIBIT O


to


CASH FLOW CREDIT AGREEMENT


 


FORM OF DISCOUNT RANGE PREPAYMENT NOTICE


 


JPMORGAN
CHASE BANK, N.A.,

as Administrative Agent under the

Credit Agreement referred to below


 


[DATE]


 


Attention: [               ]


 


		Re:	PISCES MIDCO, INC.



 


This Discount Range Prepayment
Notice is delivered to you pursuant to Subsection 4.4(l)(iii) of that certain Cash Flow Credit Agreement dated as of April
12, 2018 (together with all exhibits and schedules thereto and as the same may be amended, supplemented, waived or otherwise modified
from time to time, the “Credit Agreement”) among PISCES MIDCO, INC., a Delaware corporation (together with its
successors and assigns, the “Borrower”), the several banks and other financial institutions from time to time
party thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the
“Administrative Agent”) for the Lenders and as collateral agent for the Secured Parties (as defined therein).
Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.


 


Pursuant to Subsection
4.4(l)(iii) of the Credit Agreement, the Borrower hereby requests that each [Lender of the Initial Term Loans] [[and] each
Lender of the [●, 20●]39 Tranche[s]] submit a Discount Range Prepayment Offer. Any Discounted Term Loan
Prepayment made in connection with this solicitation shall be subject to the following terms:


 


1.     
    This Borrower Solicitation of Discount Range Prepayment Offers is extended at the sole discretion of
the Borrower to each [Lender of the Initial Term Loans] [[and to each] Lender of the [●, 20●]40
Tranche[(s)]].


 


2.     
    The maximum aggregate Outstanding Amount of the Discounted Term Loan Prepayment that will be made in
connection with this solicitation is [[$][●] of Initial Term Loans] [[and] [$][●] of the [●,
20●]41 Tranche[(s)] of Incremental Term Loans] (the “Discount Range Prepayment
Amount”).42


 





 






		39	List multiple Tranches if applicable.



 


		40	List multiple Tranches if applicable.



 


		41	List multiple Tranches if applicable.



 


		42	Minimum of $5,000,000 and whole increments of $500,000 in excess thereof.



 




     


     


    

 


EXHIBIT O

to

CASH FLOW CREDIT AGREEMENT


 


Page 2


 


3.       
   The Borrower is willing to make Discount Term Loan Prepayments at a percentage discount to par value
greater than or equal to [●]% but less than or equal to [●]% (the “Discount Range”).


 


To make an offer in connection
with this solicitation, you are required to deliver to the Administrative Agent a Discount Range Prepayment Offer on or before
5:00 p.m. New York City time on the date that is three Business Days following the dated delivery of the notice43 pursuant
to Subsection 4.4(l)(iii) of the Credit Agreement.


 


The Borrower hereby represents
and warrants to the Administrative Agent and the [Lenders of the Initial Term Loans] [[and the] Lenders of the [●, 20●]44
Tranche[s]] as follows:


 


1.      
    [At least ten Business Days have passed since the consummation of the most recent Discounted Term
Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date (or
such shorter period as agreed to by the Administrative Agent in its reasonable discretion).][At least three Business Days
have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at
the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower
Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited
Discounted Prepayment Offers made by a Lender (or such shorter period as agreed to by the Administrative Agent in its
reasonable discretion).]45


 


The Borrower acknowledges
that the Administrative Agent and the relevant Lenders are relying on the truth and accuracy of the foregoing representations and
warranties in connection with any Discount Range Prepayment Offer made in response to this Discount Range Prepayment Notice and
the acceptance of any prepayment made in connection with this Discount Range Prepayment Notice.


 


The Borrower requests
that Administrative Agent promptly notify each of the relevant Lenders party to the Credit Agreement of this Discount Range Prepayment
Notice.


 


[REMAINDER OF THE PAGE
INTENTIONALLY LEFT BLANK]


 





 






		43	Or such later date designated by the Administrative Agent and approved by the Borrower.



 


		44	List multiple Tranches if applicable.



 


		45	Insert applicable representation.



 




     


     


    

 


EXHIBIT O

to

CASH FLOW CREDIT AGREEMENT


 


Page 3


 


IN WITNESS WHEREOF, the
undersigned has executed this Discount Range Prepayment Notice as of the date first above written.


 


	 	PISCES MIDCO, INC.
	 	 	 
	 	By:	           
	 	 	Name:
	 	 	Title:


 


Enclosure: Form of Discount Range Prepayment
Offer


 




     


     


    

 


EXHIBIT P


to


CASH FLOW CREDIT AGREEMENT


 


FORM OF DISCOUNT RANGE PREPAYMENT OFFER


 


JPMORGAN
CHASE BANK, N.A.,

as Administrative Agent under the

Credit Agreement referred to below


 


[DATE]


 


Attention: [               ]


 


		Re:	PISCES MIDCO, INC.



 


Reference is made to
(a) that certain Cash Flow Credit Agreement dated as of April 12, 2018 (together with all exhibits and schedules thereto and as
the same may be amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”)
among PISCES MIDCO, INC., a Delaware corporation (together with its successors and assigns, the “Borrower”),
the several banks and other financial institutions from time to time party thereto (the “Lenders”) and JPMORGAN
CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and
as collateral agent for the Secured Parties (as defined therein) and (b) that certain Discount Range Prepayment Notice, dated ______,
20__, from the Borrower (the “Discount Range Prepayment Notice”). Capitalized terms used herein and not otherwise
defined herein are used herein as defined in the Credit Agreement.


 


The undersigned Lender
hereby gives you irrevocable notice, pursuant to Subsection 4.4(l)(iii) of the Credit Agreement, that it is hereby offering
to accept a Discounted Term Loan Prepayment on the following terms:


 


1.       
   This Discount Range Prepayment Offer is available only for prepayment on the [Initial Term Loans] [[and
the] [●, 20●]46 Tranche[s]] held by the undersigned.


 


2.     
     The maximum aggregate Outstanding Amount of the Discounted Term Loan Prepayment that may be
made in connection with this offer shall not exceed (the “Submitted Amount”):


 


[Initial Term Loans – [$][●]]


 


[[●, 20●]47
Tranche[s] – [$][●]]


 





 






		46	List multiple Tranches if applicable.



 


		47	List multiple Tranches if applicable.



 




     


     


    

 


EXHIBIT P

to

CASH FLOW CREDIT AGREEMENT


 


Page 2



 


3.     
     The percentage discount to par value at which such Discounted Term Loan Prepayment may be made
is [●]% (the “Submitted Discount”).


 


The undersigned Lender hereby expressly
consents and agrees to a prepayment of its [Initial Term Loans] [[and its] [●, 20●]48 Tranche[s]] indicated
above pursuant to Subsection 4.4(l) of the Credit Agreement at a price equal to the Applicable Discount and in an aggregate
Outstanding Amount not to exceed the Submitted Amount, as such amount may be reduced in accordance with the Discount Range Proration,
if any, and as otherwise determined in accordance with and subject to the requirements of the Credit Agreement.


 


The undersigned Lender further acknowledges
and agrees that (1) the Borrower may have, and may come into possession of information regarding the Term Loans or the Loan Parties
hereunder that is not known to such Lender and that may be material to the decision by such Lender to accept the Discounted Term
Loan Prepayment (“Excluded Information”), (2) such Lender independently and, without reliance on Holdings, the
Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and
determination to participate in the Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the
Excluded Information, and (3) none of Holdings, the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective
Affiliates shall have any liability to such Lender, and the undersigned Lender hereby waives and releases, to the extent permitted
by law, any claims such Lender may have against Holdings, the Borrower, its Subsidiaries, the Administrative Agent, and their respective
Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. The undersigned
Lender further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders.


 





 






		48	List multiple Tranches if applicable.



 




     


     


    

 


EXHIBIT P

to

CASH FLOW CREDIT AGREEMENT


 


Page 3


 


IN WITNESS WHEREOF,
the undersigned has executed this Discount Range Prepayment Offer as of the date first above written.


 


[                         ]


 


	By:	          
	 	Name
	 	Title:
	 	 
	By:	 
	 	Name
	 	Title:


 




     


     


    

 


EXHIBIT Q

to

CASH FLOW CREDIT AGREEMENT


 


FORM OF SOLICITED DISCOUNTED PREPAYMENT
NOTICE


 


JPMORGAN
CHASE BANK, N.A.,

as Administrative Agent under the

Credit Agreement referred to below


 


[DATE]


 


Attention: [               ]


 


		Re:	PISCES MIDCO, INC.



 


This Solicited Discounted
Prepayment Notice is delivered to you pursuant to Subsection 4.4(l)(iv) of that certain Cash Flow Credit Agreement dated
as of April 12, 2018 (together with all exhibits and schedules thereto and as the same may be amended, supplemented, waived or
otherwise modified from time to time, the “Credit Agreement”) among PISCES MIDCO, INC., a Delaware corporation
(together with its successors and assigns, the “Borrower”), the several banks and other financial institutions
from time to time party thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such
capacity, the “Administrative Agent”) for the Lenders and as collateral agent for the Secured Parties (as defined
therein). Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.


 


Pursuant to Subsection
4.4(l)(iv) of the Credit Agreement, the Borrower hereby requests that [each Lender of the Initial Term Loans] [[and] each Lender
of the [●, 20●]49 Tranche[s]] submit a Solicited Discounted Prepayment Offer. Any Discounted Term Loan Prepayment
made in connection with this solicitation shall be subject to the following terms:


 


1.      
    This Borrower Solicitation of Discounted Prepayment Offers is extended at the sole discretion of the
Borrower to each [Lender of the Initial Term Loans] [[and to each] Lender of the [●, 20●]50
Tranche[s]].


 


2.     
     The maximum aggregate Outstanding Amount of the Discounted Term Loan Prepayment that will be
made in connection with this solicitation is (the “Solicited Discounted Prepayment
Amount”):51


 





 






		49	List multiple Tranches if applicable.



 


		50	List multiple Tranches if applicable.



 


		51	Minimum of $5,000,000 and whole increments of $500,000 in the excess thereof.



 




     


     


    

 


EXHIBIT Q

to

CASH FLOW CREDIT AGREEMENT


 


Page 2


 


[Initial Term Loans – [$][●]]


 


[[●, 20●]52
Tranche[s] – [$][●]]


 


To make an offer in
connection with this solicitation, you are required to deliver to the Administrative Agent a Solicited Discounted Prepayment Offer
on or before 5:00 p.m. New York City time on the date that is three Business Days following delivery of this notice53
pursuant to Subsection 4.4(l)(iv) of the Credit Agreement.


 


The Borrower requests
that Administrative Agent promptly notify each of the relevant Lenders party to the Credit Agreement of this Solicited Discounted
Prepayment Notice.


 


[REMAINDER OF THE PAGE INTENTIONALLY LEFT
BLANK]


 





 






		52	List multiple Tranches if applicable.



 


		53	Or such later date as may be designated by the Administrative Agent and approved by the Borrower.



 




     


     


    

 


EXHIBIT Q

to

CASH FLOW CREDIT AGREEMENT


 


Page 3


 


IN WITNESS WHEREOF,
the undersigned has executed this Solicited Discounted Prepayment Notice as of the date first above written.


 


	 	PISCES MIDCO, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Enclosure: Form of Solicited Discounted Prepayment
Offer


 




     


     


    

 


EXHIBIT R

to

CASH FLOW CREDIT AGREEMENT


 


FORM OF SOLICITED DISCOUNTED PREPAYMENT
OFFER


 


JPMORGAN
CHASE BANK, N.A.,

as Administrative Agent under the

Credit Agreement referred to below


 


[DATE]


 


Attention: [               ]


 


		Re:	PISCES MIDCO, INC.



 


Reference is made to
(a) that certain Cash Flow Credit Agreement dated as of April 12, 2018 (together with all exhibits and schedules thereto and as
the same may be amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”)
among PISCES MIDCO, INC., a Delaware corporation (together with its successors and assigns, the “Borrower”),
the several banks and other financial institutions from time to time party thereto (the “Lenders”) and JPMORGAN
CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and
as collateral agent for the Secured Parties (as defined therein) and (b) that certain Solicited Discounted Prepayment Notice, dated
______, 20__, from the Borrower (the “Solicited Discounted Prepayment Notice”). Capitalized terms used herein
and not otherwise defined herein shall have the meaning ascribed to such terms in the Solicited Discounted Prepayment Notice or,
to the extent not defined therein, in the Credit Agreement.


 


To accept the offer set
forth herein, you must submit an Acceptance and Prepayment Notice on or before the third Business Day54 following your
receipt of this notice.


 


The undersigned Lender
hereby gives you irrevocable notice, pursuant to Subsection 4.4(l)(iv) of the Credit Agreement, that it is hereby offering
to accept a Discounted Term Loan Prepayment on the following terms:


 


1.  
        This Solicited Discounted Prepayment Offer is available only for prepayment
on the [Initial Term Loans][[and the] [●, 20●]55 Tranche[s]] held by the undersigned.


 


2.       
   The maximum aggregate Outstanding Amount of the Discounted Term Loan Prepayment that may be made in
connection with this offer shall not exceed (the “Offered Amount”):


 


[Initial Term Loans –[$][●]]


 





 






		54	Or such later date as may be designated by the Administrative Agent and approved by the Borrower.



		55	List multiple Tranches if applicable.



 




     


     


    

 


EXHIBIT R

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CASH FLOW CREDIT AGREEMENT


 


Page 2


 



[[●, 20●]56
Tranche[s] – [$][●]]


 


3.      
   The percentage discount to par value at which such Discounted Term Loan Prepayment may be made is
[●]% (the “Offered Discount”).


 


The undersigned Lender
hereby expressly consents and agrees to a prepayment of its [Initial Term Loans] [[and its] [●, 20●]57 Tranche[s]]
pursuant to Subsection 4.4(l) of the Credit Agreement at a price equal to the Acceptable Discount and in an aggregate Outstanding
Amount not to exceed such Lender’s Offered Amount as such amount may be reduced in accordance with the Solicited Discount
Proration, if any, and as otherwise determined in accordance with and subject to the requirements of the Credit Agreement.


 


The undersigned Lender further acknowledges
and agrees that (1) the Borrower may have, and may come into possession of information regarding the Term Loans or the Loan Parties
hereunder that is not known to such Lender and that may be material to the decision by such Lender to accept the Discounted Term
Loan Prepayment (“Excluded Information”), (2) such Lender independently and, without reliance on Holdings, the
Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and
determination to participate in the Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the
Excluded Information, and (3) none of Holdings, the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective
Affiliates shall have any liability to such Lender, and the undersigned Lender hereby waives and releases, to the extent permitted
by law, any claims such Lender may have against Holdings, the Borrower, its Subsidiaries, the Administrative Agent, and their respective
Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. The undersigned
Lender further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders.


 





 






		56	List multiple Tranches if applicable.



 


		57	List multiple Tranches if applicable.



 




     


     


    

 


EXHIBIT R

to

CASH FLOW CREDIT AGREEMENT


 


Page 3


 


IN WITNESS WHEREOF, the
undersigned has executed this Solicited Discounted Prepayment Offer as of the date first above written.


 


[                       ]


 


	By:	        
	 	Name
	 	Title:
	 	 
	By:	 
	 	Name
	 	Title:


 




     


     


    

 


EXHIBIT S

to

CASH FLOW CREDIT AGREEMENT


 


FORM OF SPECIFIED DISCOUNT PREPAYMENT
NOTICE


 


JPMORGAN
CHASE BANK, N.A.,

as Administrative Agent under the

Credit Agreement referred to below


 


[DATE]


 


Attention: [               ]


 


		Re:	PISCES MIDCO, INC.



 


This Specified Discount
Prepayment Notice is delivered to you pursuant to Subsection 4.4(l)(ii) of that certain Cash Flow Credit Agreement dated
as of April 12, 2018 (together with all exhibits and schedules thereto and as the same may be amended, supplemented, waived or
otherwise modified from time to time, the “Credit Agreement”) among PISCES MIDCO, INC., a Delaware corporation
(together with its successors and assigns, the “Borrower”), the several banks and other financial institutions
from time to time party thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such
capacity, the “Administrative Agent”) for the Lenders and as collateral agent for the Secured Parties (as defined
therein). Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.


 


Pursuant to Subsection
4.4(l)(ii) of the Credit Agreement, the Borrower hereby offers to make a Discounted Term Loan Prepayment to each [Lender of
the Initial Term Loans] [[and to each] Lender of the [●, 20●]1 Tranche[s]] on the following terms:


 


1.      
    This Borrower Offer of Specified Discount Prepayment is available only to each [Lender of the Initial
Term Loans] [[and to each] Lender of the [●, 20●]2 Tranche[s]].


 


2.     
     The maximum aggregate Outstanding Amount of the Discounted Term Loan Prepayment that will be
made in connection with this offer shall not exceed [$][●] of the [Initial Term Loans] [[and [$][●] of the]
[●, 20●]3 Tranche[(s)] of Incremental Term Loans] (the “Specified Discount Prepayment
Amount”).4


 


3.   
       The percentage discount to par value at which such Discounted Term Loan Prepayment
will be made is [●]% (the “Specified Discount”).


 





 






		1	List multiple Tranches if applicable.



 


		2	List multiple Tranches if applicable.



 


		3	List multiple Tranches if applicable.



 


		4	Minimum of $5,000,000 and whole increments of $500,000 in excess thereof.



 




     


     


    

 


EXHIBIT S

to

CASH FLOW CREDIT AGREEMENT


 


Page 2


 


To accept this offer,
you are required to submit to the Administrative Agent a Specified Discount Prepayment Response on or before 5:00 p.m. New York
City time on the date that is three (3) Business Days following the date of delivery of this notice pursuant5
to Subsection 4.4(l)(ii) of the Credit Agreement.


 


The Borrower hereby represents
and warrants to the Administrative Agent [and the Lenders] [[and] each Lender of the [●, 20●]6 Tranche[s]]
as follows:


 


1.    
      [At least ten Business Days have passed since the consummation of the most recent
Discounted Term Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment
Effective Date (or such shorter period as agreed to by the Administrative Agent in its reasonable discretion).][At least
three Business Days have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment
of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in
the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept
any Solicited Discounted Prepayment Offers made by a Lender (or such shorter period as agreed to by the Administrative Agent
in its reasonable discretion).]7


 


The Borrower acknowledges
that the Administrative Agent and the Lenders are relying on the truth and accuracy of the foregoing representations and warranties
in connection with their decision whether or not to accept the offer set forth in this Specified Discount Prepayment Notice and
the acceptance of any prepayment made in connection with this Specified Discount Prepayment Notice.


 


The Borrower requests
that Administrative Agent promptly notify each of the relevant Lenders party to the Credit Agreement of this Specified Discount
Prepayment Notice.


 


[REMAINDER OF THE PAGE INTENTIONALLY LEFT
BLANK]


 





 






		5	Or such later date as may be designated by the Administrative Agent and approved by the Borrower.



 


		6	List multiple Tranches if applicable.



 


		7	Insert applicable representation.



 




     


     


    

 


EXHIBIT S

to

CASH FLOW CREDIT AGREEMENT


 


Page 3


 


IN WITNESS WHEREOF, the
undersigned has executed this Specified Discount Prepayment Notice as of the date first above written.


 


	 	PISCES MIDCO, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Enclosure:
Form of Specified Discount Prepayment Response


 




     


     


    

 


EXHIBIT T

to

CASH FLOW CREDIT AGREEMENT


 


FORM OF SPECIFIED DISCOUNT PREPAYMENT
RESPONSE


 


JPMORGAN
CHASE BANK, N.A.,

as Administrative Agent under the

Credit Agreement referred to below


 


[DATE]


 


Attention: [               ]


 


		Re:	PISCES MIDCO, INC.



 


Reference is made to
(a) that certain Cash Flow Credit Agreement dated as of April 12, 2018 (together with all exhibits and schedules thereto and as
the same may be amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”)
among PISCES MIDCO, INC., a Delaware corporation (together with its successors and assigns, the “Borrower”),
the several banks and other financial institutions from time to time party thereto (the “Lenders”) and JPMORGAN
CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and
as collateral agent for the Secured Parties (as defined therein) and (b) that certain Specified Discount Prepayment Notice, dated
______, 20__, from the Borrower (the “Specified Discount Prepayment Notice”). Capitalized terms used herein
and not otherwise defined herein are used herein as defined in the Credit Agreement.


 


The undersigned Lender
hereby gives you irrevocable notice, pursuant to Subsection 4.4(l)(ii) of the Credit Agreement, that it is willing to accept
a prepayment of the following Tranches of Term Loans held by such Lender at the Specified Discount in an aggregate Outstanding
Amount as follows:


 


Initial Term Loans -
[$][●]


 


The undersigned Lender
hereby expressly consents and agrees to a prepayment of its [Initial Term Loans][[and its] [●, 20●]1 Tranche[s]]
pursuant to Subsection 4.4(l)(ii) of the Credit Agreement at a price equal to the Specified Discount in the aggregate Outstanding
Amount not to exceed the amount set forth above, as such amount may be reduced in accordance with the Specified Discount Proration,
and as otherwise determined in accordance with and subject to the requirements of the Credit Agreement.


 





 






		1	List multiple Tranches if applicable.



 




     


     


    

 


EXHIBIT T

to

CASH FLOW CREDIT AGREEMENT


 


Page 2


 


The undersigned Lender further acknowledges
and agrees that (1) the Borrower may have, and may come into possession of information regarding the Term Loans or the Loan Parties
hereunder that is not known to such Lender and that may be material to the decision by such Lender to accept the Discounted Term
Loan Prepayment (“Excluded Information”), (2) such Lender independently and, without reliance on Holdings, the
Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and
determination to participate in the Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the
Excluded Information, and (3) none of Holdings, the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective
Affiliates shall have any liability to such Lender, and the undersigned Lender hereby waives and releases, to the extent permitted
by law, any claims such Lender may have against Holdings, the Borrower, its Subsidiaries, the Administrative Agent, and their respective
Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. The undersigned
Lender further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders.


 


[REMAINDER OF THE PAGE INTENTIONALLY LEFT
BLANK]


 




     


     


    

 


EXHIBIT T

to

CASH FLOW CREDIT AGREEMENT


 


Page 3


 


IN WITNESS WHEREOF, the
undersigned has executed this Specified Discount Prepayment Response as of the date first above written.


 


[                     ]


 


	By:	          
	 	Name
	 	Title:
	 	 
	By:	 
	 	Name
	 	Title:


 




     


     


    

 


EXHIBIT U

to

CASH FLOW CREDIT AGREEMENT


 


FORM OF COMPLIANCE CERTIFICATE


 


This Compliance Certificate
is delivered to you pursuant to Subsection 7.2(a) of the Cash Flow Credit Agreement, dated as of April 12, 2018 (as the
same may be amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”),
among PISCES MIDCO, INC., a Delaware corporation (together with its successors and assigns, the “Borrower”),
the lenders from time to time party thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative
agent and collateral agent. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit
Agreement.


 


1.      
    I am the duly elected, qualified and acting [Chief Financial Officer]66 of the
Borrower.


 


2.       
   I have reviewed and am familiar with the contents of this Compliance Certificate. I am providing this
Compliance Certificate solely in my capacity as an officer of the Borrower. To my knowledge, the matters set forth herein are
true.


 


3.       
   I have reviewed the terms of the Credit Agreement and the other Loan Documents and have made or caused to
be made under my supervision a review in reasonable detail of the transactions and condition of the Borrower and its
Restricted Subsidiaries during the accounting period covered by the financial statements attached hereto as ANNEX 1
(the “Financial Statements”). Such review disclosed at the end of the accounting period covered by the
Financial Statements, to my knowledge as of the date of this Compliance Certificate, that [(i) the Financial
Statements fairly present in all material respects the financial condition of the Borrower and its Subsidiaries in conformity
with GAAP and in reasonable detail and prepared in accordance with GAAP applied consistently throughout the periods reflected
therein and with prior periods that begin on or after the Closing Date (except as disclosed therein or for the absence of
footnotes) and (ii)]67 the Borrower and its Restricted Subsidiaries have observed or performed all of its
covenants and other agreements, and satisfied every condition, contained in the Credit Agreement or the other Loan Documents
to which it is a party to be observed, performed or satisfied by it, and no Default or an Event of Default has occurred and
is continuing [, except for _________]68.


 





 






		66	The Certificate may be signed by a Responsible Officer of the Borrower. Responsible Officer means
(a) the chief executive officer or the president and, with respect to financial matters, the chief financial officer, the
treasurer or the controller, (b) any vice president or, with respect to financial matters, any assistant treasurer or assistant
controller, in each case who has been designated in writing to the Administrative Agent or the Collateral Agent as a responsible
officer by such chief executive officer or president or, with respect to financial matters, by such chief financial officer, (c)
with respect to any Person that does not have officers, the officer listed in clauses (a) and (b) of a Person that has the authority
to act on behalf of such Person or (d) any other individual designated as a “Responsible Officer” for the purpose
of the Credit Agreement by the Board of Directors or equivalent body of such Person.



 


		67	To be included only in Compliance Certificates accompanying Quarterly Reports.



 


		68	To be included if there was a Default or Event of Default during the applicable period. The Default
or Event of Default should be described.



 




     


     


    

 


EXHIBIT U

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Page 2


 




4.          Attached
hereto as ANNEX 2 are the reasonably detailed calculations of the Consolidated Secured Leverage Ratio for the Most Recent Four
Quarter Period ended [____________] (the “Financial Covenant Period”)69 [demonstrating compliance
with the financial covenant contained in Subsection 8.10 of the Credit Agreement].70


 


[5.          Attached
hereto as ANNEX 3 is the amount of (and the calculations required to establish the amount of) Excess Cash Flow for the most
recently completed fiscal year covered by such financial statements.]71


 


[6.          Attached
hereto as ANNEX 4 is a list setting forth any acquisition by the Grantors (as defined in the Guarantee and Collateral Agreement)
during the most recently completed fiscal year of (i) any registration of any United States Copyright, Patent or Trademark
(each as defined in the Guarantee and Collateral Agreement), in each case, material to the business of the Borrower and its Restricted
Subsidiaries, taken as a whole, or (ii) any exclusive rights under a United States Copyright License, Patent License or
Trademark License (each as defined in the Guarantee and Collateral Agreement), in each case, material to the business of the Borrower
and its Restricted Subsidiaries, taken as a whole, constituting Collateral (as defined in the Guarantee and Collateral Agreement),
as provided in Subsection 5.2.10 of the Guarantee and Collateral Agreement.]72


 


[7.        Attached
hereto as ANNEX 5 is a list setting forth any acquisition by the Grantors (as defined in the Guarantee and Collateral Agreement)
during the most recently completed fiscal year of any Commercial Tort Action (as defined in the Guarantee and Collateral Agreement)
and describing the details thereof, as provided in Subsection 5.2.12 of the Guarantee and Collateral Agreement.]73


 





 






		69	To be included in each certificate commencing with the delivery of the Compliance Certificate for
the fiscal quarter ending September 29, 2018, irrespective of whether the financial covenant in Subsection 8.10 is required to
be tested.



 


		70	Include if financial covenant in Subsection 8.10 is required to be tested.



 


		71	Commencing with the delivery of the Compliance Certificate for the fiscal year ending December
31, 2019, to be included only (i) in Compliance Certificates accompanying annual reports and (ii) if the Consolidated
Secured Leverage Ratio as of the last day of the immediately preceding fiscal year was greater than or equal to 4.25:1.00.



 


		72	To be included only in Compliance Certificates accompanying annual financial statements, and only
if there was any applicable Intellectual Property acquired by a Grantor (as defined in the Guarantee and Collateral Agreement)
during the immediately preceding fiscal year.



 


		73	To be included only in Compliance Certificates accompanying annual financial statements, and only
if there was any applicable Commercial Tort Action acquired by a Grantor (as defined in the Guarantee and Collateral Agreement)
during the immediately preceding fiscal year.



 




     


     


    

 


EXHIBIT U

to

CASH FLOW CREDIT AGREEMENT




Page 3


 


IN WITNESS WHEREOF, I have executed this
Compliance Certificate this ____ day of _________, 20__.


 


	 	PISCES MIDCO, INC.,
	 	as the Borrower
	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:  


 




     


     


    

 


ANNEX 1






[Applicable Financial Statements To Be Attached]


 




     


     


    

 


For the Quarter/Year ended _______________
(“Statement Date”)


 


ANNEX 2

to the Compliance Certificate

($ in 000’s)


 


Consolidated Secured Leverage Ratio


 


	A.	Consolidated Secured Indebtedness as of the Statement Date	 	 


 


	 	1.	Consolidated Total Indebtedness:	 	 
	 	 	 	 	 
	 	(a)	The aggregate principal amount of outstanding Indebtedness of the Borrower and its Restricted Subsidiaries as of such date consisting of (without duplication) Indebtedness for borrowed money (including Purchase Money Obligations and unreimbursed outstanding drawn amounts under funded letters of credit); Financing Lease Obligations; debt obligations evidenced by bonds, debentures, notes or similar instruments (but excluding surety bonds, performance bonds or other similar instruments); Disqualified Stock; and (in the case of any Restricted Subsidiary that is not a Subsidiary Guarantor) Preferred Stock, determined on a Consolidated basis in accordance with GAAP (excluding (x) items eliminated in Consolidation, (y) Hedging Obligations and (z) any outstanding Indebtedness under any revolving credit facility)74, in each case that is secured by Liens on Collateral (other than (x) Indebtedness secured by a Lien ranking junior to or subordinated to the Liens securing the Cash Flow Facilities Obligations (but for the avoidance of doubt, not excluding ABL Facility Loans or Consolidated Total Indebtedness secured by Liens pari passu therewith) and (y) property or assets held in a defeasance or similar trust or arrangement for the benefit of the Indebtedness secured thereby)	 	$_____
	 	 	 	 	 
	 	 	plus	 	 


 





 






		74	For purposes hereof, any earn-out or similar obligations shall not constitute Consolidated Total
Indebtedness until such obligation becomes a liability on the consolidated balance sheet of the Borrower in accordance with GAAP
and is not paid within 30 days after becoming due and payable.



 




     


     


    

 


	 	(b)	The average daily balance of Indebtedness of the Borrower and its Restricted Subsidiaries under any revolving credit facility for the most recent four consecutive Fiscal Quarters of the Borrower ending prior to the date of determination for which consolidated financial statements of the Borrower are available75, in each case that is secured by Liens on Collateral (other than (x) Indebtedness secured by a Lien ranking junior to or subordinated to the Liens securing the Cash Flow Facilities Obligations (but for the avoidance of doubt, not excluding ABL Facility Loans or Consolidated Total Indebtedness secured by Liens pari passu therewith) and (y) property or assets held in a defeasance or similar trust or arrangement for the benefit of the Indebtedness secured thereby)	 	$_____
	 	 	 	 	 
	 	2.	Total (Item (A.1.a + A.1.b)	 	$_____
	 	 	 	 	 
	 	 	minus	 	 
	 	 	 	 	 
	 	3.	Indebtedness (A) of a Special Purpose Subsidiary secured by a Lien on all or part of the assets disposed of in, or otherwise Incurred in connection with, a Financing Disposition or (B) otherwise Incurred in connection with a Special Purpose Financing76; plus	 	$_____
	 	 	 	 	 
	 	4.	Unrestricted Cash of the Borrower and its Restricted Subsidiaries.	 	$_____
	 	 	 	 	 
	 	5.	Total (Item A.2 – (A.3 + A.4))	 	$_____


 


	B.	Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending on the Statement Date77	 	 


 


	 	1.	Consolidated Net Income for such period:78	 	 


 





 



 


		75	Provided that for any date prior to the Closing Date the daily balance of Indebtedness of the Borrower
and its Restricted Subsidiaries in respect of Revolving Loans, ABL Facility Loans or under any other revolving credit facilities
shall be deemed to be $0.



 


		76	Provided that (1) such Indebtedness is not recourse to the Borrower or any Restricted Subsidiary
that is not a Special Purpose Subsidiary (other than with respect to Special Purpose Financing Undertakings); (2) in the
event such Indebtedness shall become recourse to the Borrower or any Restricted Subsidiary that is not a Special Purpose Subsidiary
(other than with respect to Special Purpose Financing Undertakings), such Indebtedness will be deemed to be, and must be classified
by the Borrower as, Incurred at such time (or at the time initially Incurred) under one or more of the other provisions of Subsection
8.1 of the Credit Agreement for so long as such Indebtedness shall be so recourse; and (3) in the event that at any
time thereafter such Indebtedness shall comply with the provisions of the preceding subclause (1), the Borrower may classify such
Indebtedness in whole or in part as Incurred under Subsection 8.1(b)(ix) of the Credit Agreement.



 


		77	Determined, for any fiscal quarter (or portion thereof) ending prior to the Closing Date, on a
pro forma basis to give effect to the Transactions as if they had occurred at the beginning of such four quarter period.



 


		78	Consolidated Net Income for any period ending on or prior to the Closing Date shall be determined
based upon the net income (loss) reflected in (i) the consolidated financial statements of Ply Gem Holdings for such period
and (ii) the consolidated financial statements of Atrium Corporation for such period, with pro forma effect being given
to the Transactions.



 




     


     


    

 


	 	(a)	The net income (loss) of the Borrower and its Restricted Subsidiaries, determined on a Consolidated basis in accordance with GAAP and before any reduction in respect of Preferred Stock dividends	 	$_____
	 	 	 	 	 
	 	 	Excluding each of the following79:	 	 
	 	 	 	 	 
	 	(i)	any net income (loss) of any Person if such Person is not the Borrower or a Restricted Subsidiary, except that the Borrower’s or any Restricted Subsidiary’s net income for such period shall be increased by the aggregate amount actually dividended or distributed or that (as determined by the Borrower in good faith, which determination shall be conclusive) could have been dividended or distributed by such Person during such period to the Borrower or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (ii) below)	 	$_____
	 	 	 	 	 
	 	(ii)	(x) any gain or loss realized upon the sale, abandonment or other disposition of any asset of the Borrower or any Restricted Subsidiary (including pursuant to any sale/leaseback transaction) that is not sold, abandoned or otherwise disposed of in the ordinary course of business (as determined by the Borrower in good faith, which determination shall be conclusive) and (y) any gain or loss realized upon the disposal, abandonment or discontinuation of operations of the Borrower or any Restricted Subsidiary80	 	$_____
	 	 	 	 	 
	 	(iii)	any extraordinary, unusual or nonrecurring gain, loss or charge (including fees, expenses and charges (or any amortization thereof) associated with the Transactions or any acquisition, merger or consolidation, whether or not completed), any severance, relocation, consolidation, closing, integration, facilities opening, business optimization, transition or restructuring costs, charges or expenses, any signing, retention or completion bonuses, and any costs associated with curtailments or modifications to pension and post-retirement employee benefit plans	 	$_____
	 	 	 	 	 
	 	(iv)	the cumulative effect of a change in accounting principles	 	$_____
	 	 	 	 	 
	 	(v)	all deferred financing costs written off and premiums paid in connection with any early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments	 	$_____
	 	 	 	 	 
	 	(vi)	any unrealized gains or losses in respect of Hedge Agreements	 	$_____


 





 






		79	Provided, further, that the exclusion of any item pursuant to clauses (i) through (xvi) below shall
also exclude the tax impact of any such item, if applicable.



 


		80	The Transactions shall not constitute a sale or disposition under this clause.



 




     


     


    

 


	 	(vii)	any unrealized foreign currency translation or transaction gains or losses, including in respect of Indebtedness of any Person denominated in a currency other than the functional currency of such Person	 	$_____
	 	 	 	 	 
	 	(viii)	any non-cash compensation charge arising from any grant of limited liability company interests, stock, stock options or other equity based awards	 	$_____
	 	 	 	 	 
	 	(ix)	to the extent otherwise included in Consolidated Net Income, any unrealized foreign currency translation or transaction gains or losses, including in respect of Indebtedness or other obligations of the Borrower or any Restricted Subsidiary owing to the Borrower or any Restricted Subsidiary	 	$_____
	 	 	 	 	 
	 	(x)	any non-cash charge, expense or other impact attributable to application of the purchase or recapitalization method of accounting (including the total amount of depreciation and amortization, cost of sales or other non-cash expense resulting from the write-up of assets to the extent resulting from such purchase or recapitalization accounting adjustments), non-cash charges for deferred tax valuation allowances and non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP	 	$_____
	 	 	 	 	 
	 	(xi)	any impairment charge or asset write-off, including any charge or write-off related to intangible assets, long-lived assets or investments in debt and equity securities, and any amortization of intangibles	 	$_____
	 	 	 	 	 
	 	(xii)	expenses related to the conversion of various employee benefit programs in connection with the Transactions, and non-cash compensation related expenses	 	$_____
	 	 	 	 	 
	 	(xiii)	any fees and expenses (or amortization thereof), and any charges or costs, in connection with any acquisition, Investment, Asset Disposition, issuance of Capital Stock, issuance, repayment or refinancing of Indebtedness, or amendment or modification of any agreement or instrument relating to any Indebtedness (in each case, whether or not completed, and including any such transaction consummated prior to the Closing Date)	 	$_____
	 	 	 	 	 
	 	(xiv)	to the extent covered by insurance and actually reimbursed (or the Borrower has determined that there exists reasonable evidence that such amount will be reimbursed by the insurer and such amount is not denied by the applicable insurer in writing within 180 days and is reimbursed within 365 days of the date of such evidence (with a deduction in any future calculation of Consolidated Net Income for any amount so added back to the extent not so reimbursed within such 365 day period)), any expenses with respect to liability or casualty events or business interruption	 	$_____


 




     


     


    

 


	 	(xv)	any expenses, charges and losses in the form of earn-out obligations and contingent consideration obligations (including to the extent accounted for as performance and retention bonuses, compensation or otherwise) and adjustments thereof and purchase price adjustments, in each case paid in connection with any acquisition, merger or consolidation or Investment	 	$_____
	 	 	 	 	 
	 	(xvi)	any expenses or reserves for liabilities to the extent that the Borrower or any Restricted Subsidiary is entitled to indemnification therefor under binding agreements and is actually reimbursed (or the Borrower has determined that there exists reasonable evidence that such amount will be reimbursed by the indemnifying party and such amount is not denied by the applicable indemnifying party in writing within 180 days and is reimbursed within 365 days of the date of such evidence (with a deduction in any future calculation of Consolidated Net Income for any amount so added back to the extent not so reimbursed within such 365 day period))	 	 
	 	 	 	 	 
	 	2.	Total (Item B.1.a, excluding Items B.1.i through B.1.xvi)	 	$_____
	 	 	 	 	 
	 	 	plus	 	 
	 	 	 	 	 
	 	3.	the following to the extent deducted in calculating such Consolidated Net Income, without duplication:	 	 
	 	 	 	 	 
	 	 	(i)	the provision for all taxes (whether or not paid, estimated or accrued) based on income, profits or capital (including penalties and interest, if any)	 	$_____
	 	 	 	 	 
	 	 	 	plus	 	 
	 	 	 	 	 
	 	 	(ii)	Consolidated Interest Expense:	 	 
	 	 	 	 	 
	 	 	 	(a) the total interest expense of the Borrower and its Restricted Subsidiaries to the extent deducted in calculating Consolidated Net Income, net of any interest income of the Borrower and its Restricted Subsidiaries, including any such interest expense consisting of (A) interest expense attributable to Financing Lease Obligations (excluding, for the avoidance of doubt, any lease, rental or other expense in connection with a lease that is not a Financing Lease Obligation), (B) amortization of debt discount, (C) interest in respect of Indebtedness of any other Person that has been Guaranteed by the Borrower or any Restricted Subsidiary, but only to the extent that such interest is actually paid by the Borrower or any Restricted Subsidiary, (D) non-cash interest expense, (E) the interest portion of any deferred payment obligation, and (F) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing	 	$_____
	 	 	 	 	 
	 	 	 	plus	 	 


 




     


     


    

 


	 	 	 	(b) Preferred Stock dividends paid in cash in respect of Disqualified Stock of the Borrower held by Persons other than the Borrower or a Restricted Subsidiary or in respect of Designated Preferred Stock of the Borrower pursuant to Subsection 8.2(b)(xi)(A) of the Credit Agreement	 	$_____
	 	 	 	 	 
	 	 	 	minus	 	 
	 	 	 	 	 
	 	 	 	(c) Special Purpose Financing Expense, accretion or accrual of discounted liabilities not constituting Indebtedness, expense resulting from discounting of Indebtedness in conjunction with recapitalization or purchase accounting, any “additional interest” in respect of registration rights arrangements for any securities, amortization or write-off financing costs, and any expensing of bridge, commitment or other financing fees in each case, as determined on a Consolidated basis in accordance with GAAP81	 	$_____
	 	 	 	 	 
	 	 	 	plus	 	 
	 	 	 	 	 	 
	 	 	 	(d) any Special Purpose Financing Fees	 	$_____
	 	 	 	 	 	 
	 	 	 	plus	 	 
	 	 	 	 	 	 
	 	 	 	(e) costs of surety bonds in connection with financing activities82	 	$_____
	 	 	 	 	 	 
	 	 	 	(f) Total (Item B.3.ii.a + B.3.ii.b – B.3.ii.c. + B.3.ii.d + B.3.ii.e)	 	$_____
	 	 	 	 	 	 
	 	 	 	plus	 	 
	 	 	 	 	 	 
	 	 	(iii)	depreciation	 	$_____
	 	 	 	 	 	 
	 	 	 	plus	 	 
	 	 	 	 	 	 
	 	 	(iv)	amortization (including but not limited to amortization of goodwill and intangibles and amortization and write-off of financing costs)	 	$_____
	 	 	 	 	 	 
	 	 	 	plus	 	 
	 	 	 	 	 	 
	 	 	(v)	any non-cash charges or non-cash losses	 	$_____
	 	 	 	 	 	 
	 	 	 	plus	 	 


 





 






		81	Provided that gross interest expense shall be determined after giving effect to any net payments
made or received by the Borrower and its Restricted Subsidiaries with respect to Interest Rate Agreements.



 


		82	To the extent not reflected in Consolidated Interest Expense.



 




     


     


    

 


	 	 	(vi)	any expenses or charges related to any equity offering, Investment or Indebtedness permitted by the Credit Agreement (whether or not consummated or Incurred, and including any offering or sale of Capital Stock of a Parent Entity to the extent the proceeds thereof were contributed, or if not consummated, were intended to be contributed to the equity capital of the Borrower or any of its Restricted Subsidiaries)	 	$_____
	 	 	 	 	 	 
	 	 	 	plus	 	 
	 	 	 	 	 	 
	 	 	(vii)	the amount of any loss attributable to non-controlling interests	 	$_____
	 	 	 	 	 	 
	 	 	 	plus	 	 
	 	 	 	 	 	 
	 	 	(viii)	all deferred financing costs written off and premiums paid in connection with any early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments	 	$_____
	 	 	 	 	 	 
	 	 	 	plus	 	 
	 	 	 	 	 	 
	 	 	(ix)	any management, monitoring, consulting and advisory fees and related expenses paid to CD&R, Golden Gate or Kenner or any of their respective Affiliates	 	$_____
	 	 	 	 	 	 
	 	 	 	plus	 	 
	 	 	 	 	 	 
	 	 	(x)	interest and investment income	 	$_____
	 	 	 	 	 	 
	 	 	 	plus	 	 
	 	 	 	 	 	 
	 	 	(xi)	the amount of loss on any Financing Disposition	 	$_____
	 	 	 	 	 	 
	 	 	 	plus	 	 
	 	 	 	 	 	 
	 	 	(xii)	any costs or expenses pursuant to any management or employee stock option or other equity-related plan, program or arrangement, or other benefit plan, program or arrangement, or any equity subscription or equityholder agreement	 	$_____
	 	 	 	 	 	 
	 	 	 	plus	 	 
	 	 	 	 	 	 
	 	 	(xiii)	the amount of any pre-opening losses attributable to any newly opened location within 12 months of the opening of such location	 	$_____
	 	 	 	 	 	 
	 	 	 	plus	 	 
	 	 	 	 	 	 
	 	 	(xiv)	net out-of-pocket costs and expenses related to the acquiring of inventory of a prior supplier of a company in connection with becoming a provider to such company	 	$_____
	 	 	 	 	 	 
	 	 	 	plus	 	 
	 	 	 	 	 	 
	 	 	(xv)	any expenses incurred in connection with any plant shutdown	 	$_____
	 	 	 	 	 	 
	 	 	 	plus	 	 
	 	 	 	 	 	 
	 	 	(xvi)	the amount of any payments made pursuant to the Ply Gem Tax Receivable Agreement	 	$_____


 




     


     


    

 


	 	4.	Total (Item B.3.i + B.3.ii.f + sum of B.3.iii through B.3.xvi)	 	$_____
	 	 	 	 	 	 
	 	 	plus	 	 	 
	 	 	 	 	 	 
	 	5.	the amount of net cost savings projected by the Borrower in good faith to be realized as the result of actions taken or to be taken on or prior to the Closing Date or within 18 months of the Closing Date in connection with the Transactions, or within 18 months of the initiation or consummation of any operational change, or within 18 months of the consummation of any applicable acquisition or cessation of operations (in each case, calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions83 (which adjustments may be incremental to pro forma adjustments made pursuant to the proviso to the definition of “Consolidated Coverage Ratio” or “Four Quarter Consolidated EBITDA”)	 	$_____
	 	 	 	 	 
	 	 	plus	 	 
	 	 	 	 	 	 
	 	6.	additions of the type reflected in any of the following, without duplication of any item in the preceding Items B.3 and B.5	 	 
	 	 	 	 	 	 
	 	 	(i)	the Sponsor’s financial model, dated as of January 24, 2018	 	$_____
	 	 	 	 	 	 
	 	 	 	plus	 	 
	 	 	 	 	 	 
	 	 	(ii)	the Quality of Earnings report of PricewaterhouseCoopers LLP related to the Atlas Acquisition, dated as of January 22, 2018	 	$_____
	 	 	 	 	 	 
	 	 	 	plus	 	 
	 	 	 	 	 	 
	 	 	(iii)	the Quality of Earnings report of PricewaterhouseCoopers LLP related to the Pisces Merger and combination with the Atrium Business, dated as of January 23, 2018	 	$_____
	 	 	 	 	 	 
	 	 	 	plus	 	 





 


 






		83	Provided that (other than with respect to cost savings attributable to the Transactions and reflected
in any of (i) the Sponsor’s financial model, dated as of January 24, 2018, (ii) the Quality of Earnings report of PricewaterhouseCoopers
LLP related to the Atlas Acquisition, dated as of January 22, 2018, (iii) the Quality of Earnings report of PricewaterhouseCoopers
LLP related to the Pisces Merger and combination with the Atrium Business, dated as of January 23, 2018, (iv) the Alvarez &
Marsal Update materials related to the 2x20 Cost Reduction Initiative for the Ply Gem Business, dated as of January 25, 2018, or
(v) the Confidential Information Memorandum) the aggregate amount of other cost savings added pursuant to this Item B.5 shall not
exceed 25.0% of Consolidated EBITDA for any period of four consecutive Fiscal Quarters (calculated after giving effect to any adjustment
pursuant to this Item B.5).



 




     


     


    

 


	 	 	(iv)	the Alvarez & Marsal Update materials related to the 2x20 Cost Reduction Initiative for the Ply Gem Business, dated as of January 25, 2018	 	$_____
	 	 	 	 	 
	 	7.	Total (Item B.6.i + B.6.ii + B.6.iii + B.6.iv)	 	$_____
	 	 	 	 	 
	 	 	plus	 	 
	 	 	 	 	 
	 	8.	any Cure Amounts	 	$_____
	 	 	 	 	 
	 	 	plus	 	 
	 	 	 	 	 
	 	9.	Pro Forma Adjustments84	 	$_____
	 	 	 	 	 
	 	10.	Total (Item B.2 + B.4 + B.5 + B.7 + B.8 + B.9)	 	$_____
	 	 	 	 	 
	C.	Consolidated Secured Leverage Ratio (Item A.5 ÷ Item B.10)	 	____:1.00


 





 






84 (1)         if,
since the beginning of such period, the Borrower or any Restricted Subsidiary shall have made a Sale (including any Sale occurring
in connection with a transaction causing a calculation to be made hereunder), the Consolidated EBITDA for such period shall be
reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the company, business, group of assets or Subsidiary
that are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable
thereto for such period;


 


(2)         if,
since the beginning of such period, the Borrower or any Restricted Subsidiary (by merger, consolidation or otherwise) shall have
made a Purchase (including any Purchase occurring in connection with a transaction causing a calculation to be made hereunder),
Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such Purchase occurred on the
first day of such period; and


 


(3)         if,
since the beginning of such period, any Person became a Restricted Subsidiary or was merged or consolidated with or into the Borrower
or any Restricted Subsidiary, and since the beginning of such period such Person shall have made any Sale or Purchase that would
have required an adjustment pursuant to clause (1) or (2) above if made by the Borrower or a Restricted Subsidiary since the beginning
of such period, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such Sale or
Purchase occurred on the first day of such period;


 


The pro forma calculations in respect of
clauses (1), (2) or (3) (including, without limitation, in respect of anticipated cost savings or synergies relating to any such
Sale, Purchase or other transaction) shall be as determined in good faith by the Chief Financial Officer or another authorized
Officer of the Borrower, which determination shall be conclusive; provided that with respect to cost savings or synergies relating
to any Sale, Purchase or other transaction, the related actions are expected by the Borrower to be taken no later than 18 months
after the date of determination.


 




     


     


    

 


For the Quarter/Year ended _______________
(“Statement Date”)


 


ANNEX 3

to the Compliance Certificate

($ in 000’s)


 


Excess Cash Flow


 


	A.	Excess Cash Flow for the fiscal year ending on the Statement Date85.	 	 
	 	 	 	 	 
	the sum, without duplication, of	 	 
	 	 	 	 	 
	 	1.	Consolidated Net Income for such period:86	 	 
	 	 	 	 	 
	 	(a)	The net income (loss) of the Borrower and its Restricted Subsidiaries, determined on a Consolidated basis in accordance with GAAP and before any reduction in respect of Preferred Stock dividends	 	$_____
	 	 	 	 	 
	 	 	Excluding each of the following:87	 	 
	 	 	 	 	 
	 	(i)	any net income (loss) of any Person if such Person is not the Borrower or a Restricted Subsidiary, except that the Borrower’s or any Restricted Subsidiary’s net income for such period shall be increased by the aggregate amount actually dividended or distributed or that (as determined by the Borrower in good faith, which determination shall be conclusive) could have been dividended or distributed by such Person during such period to the Borrower or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (ii) below)	 	$_____


 





 






		85	For the avoidance of doubt, any amounts received or paid in respect of purchase price adjustments
in accordance with the Pisces Acquisition Agreement or Atlas Acquisition Agreement shall be disregarded in calculating Excess Cash
Flow.



 


		86	Consolidated Net Income for any period ending on or prior to the Closing Date shall be determined
based upon the net income (loss) reflected in (i) the consolidated financial statements of Ply Gem Holdings for such period
and (ii) the consolidated financial statements of Atrium Corporation for such period, with pro forma effect being given
to the Transactions.



 


		87	provided, further, that the exclusion of any item pursuant to clauses (i) through
(xvi) below shall also exclude the tax impact of any such item, if applicable.



 




     


     


    

 


	 	(ii)	any net income (loss) of any Restricted Subsidiary that is not a Subsidiary Guarantor if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of similar distributions by such Restricted Subsidiary, directly or indirectly, to the Borrower by operation of the terms of such Restricted Subsidiary’s charter or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its stockholders (other than (x) restrictions that have been waived or otherwise released, (y) restrictions pursuant to the Credit Agreement or the other Loan Documents, the Senior Notes Documents and the ABL Facility Documents, and (z) restrictions in effect on the Closing Date with respect to a Restricted Subsidiary and other restrictions with respect to such Restricted Subsidiary that taken as a whole are not materially less favorable to the Lenders than such restrictions in effect on the Closing Date as determined by the Borrower in good faith, which determination shall be conclusive), except that the Borrower’s equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of any dividend or distribution that was or that (as determined by the Borrower in good faith, which determination shall be conclusive) could have been made by such Restricted Subsidiary during such period to the Borrower or another Restricted Subsidiary (subject, in the case of a dividend that could have been made to another Restricted Subsidiary, to the limitation contained in this clause (ii))	 	$_____
	 	 	 	 	 
	 	(iii)	(x) any gain or loss realized upon the sale, abandonment or other disposition of any asset of the Borrower or any Restricted Subsidiary (including pursuant to any sale/leaseback transaction) that is not sold, abandoned or otherwise disposed of in the ordinary course of business (as determined by the Borrower in good faith, which determination shall be conclusive) and (y) any gain or loss realized upon the disposal, abandonment or discontinuation of operations of the Borrower or any Restricted Subsidiary 88	 	$_____
	 	 	 	 	 
	 	(iv)	any extraordinary, unusual or nonrecurring gain, loss or charge (including fees, expenses and charges (or any amortization thereof) associated with the Transactions or any acquisition, merger or consolidation, whether or not completed), any severance, relocation, consolidation, closing, integration, facilities opening, business optimization, transition or restructuring costs, charges or expenses, any signing, retention or completion bonuses, and any costs associated with curtailments or modifications to pension and post-retirement employee benefit plans	 	$_____
	 	 	 	 	 
	 	(v)	the cumulative effect of a change in accounting principles	 	$_____


 





 






88
The Transactions shall not constitute a sale or disposition under this clause.


 




     


     


    

 


	 	(vi)	all deferred financing costs written off and premiums paid in connection with any early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments	 	$_____
	 	 	 	 	 
	 	(vii)	any unrealized gains or losses in respect of Hedge Agreements	 	$_____
	 	 	 	 	 
	 	(viii)	any unrealized foreign currency translation or transaction gains or losses, including in respect of Indebtedness of any Person denominated in a currency other than the functional currency of such Person	 	$_____
	 	 	 	 	 
	 	(ix)	any non-cash compensation charge arising from any grant of limited liability company interests, stock, stock options or other equity based awards	 	$_____
	 	 	 	 	 
	 	(x)	to the extent otherwise included in Consolidated Net Income, any unrealized foreign currency translation or transaction gains or losses, including in respect of Indebtedness or other obligations of the Borrower or any Restricted Subsidiary owing to the Borrower or any Restricted Subsidiary	 	$_____
	 	 	 	 	 
	 	(xi)	any non-cash charge, expense or other impact attributable to application of the purchase or recapitalization method of accounting (including the total amount of depreciation and amortization, cost of sales or other non-cash expense resulting from the write-up of assets to the extent resulting from such purchase or recapitalization accounting adjustments), non-cash charges for deferred tax valuation allowances and non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP	 	$_____
	 	 	 	 	 
	 	(xii)	any impairment charge or asset write-off, including any charge or write-off related to intangible assets, long-lived assets or investments in debt and equity securities, and any amortization of intangibles	 	$_____
	 	 	 	 	 
	 	(xiii)	expenses related to the conversion of various employee benefit programs in connection with the Transactions, and non-cash compensation related expenses	 	$_____
	 	 	 	 	 
	 	(xiv)	any fees and expenses (or amortization thereof), and any charges or costs, in connection with any acquisition, Investment, Asset Disposition, issuance of Capital Stock, issuance, repayment or refinancing of Indebtedness, or amendment or modification of any agreement or instrument relating to any Indebtedness (in each case, whether or not completed, and including any such transaction consummated prior to the Closing Date)	 	$_____


 




     


     


    

 


	 	(xv)	to the extent covered by insurance and actually reimbursed (or the Borrower has determined that there exists reasonable evidence that such amount will be reimbursed by the insurer and such amount is not denied by the applicable insurer in writing within 180 days and is reimbursed within 365 days of the date of such evidence (with a deduction in any future calculation of Consolidated Net Income for any amount so added back to the extent not so reimbursed within such 365 day period)), any expenses with respect to liability or casualty events or business interruption	 	$_____
	 	 	 	 	 
	 	(xvi)	any expenses, charges and losses in the form of earn-out obligations and contingent consideration obligations (including to the extent accounted for as performance and retention bonuses, compensation or otherwise) and adjustments thereof and purchase price adjustments, in each case paid in connection with any acquisition, merger or consolidation or Investment	 	$_____
	 	 	 	 	 
	 	(xvii)	any expenses or reserves for liabilities to the extent that the Borrower or any Restricted Subsidiary is entitled to indemnification therefor under binding agreements and is actually reimbursed (or the Borrower has determined that there exists reasonable evidence that such amount will be reimbursed by the indemnifying party and such amount is not denied by the applicable indemnifying party in writing within 180 days and is reimbursed within 365 days of the date of such evidence (with a deduction in any future calculation of Consolidated Net Income for any amount so added back to the extent not so reimbursed within such 365 day period))	 	$_____
	 	 	 	 	 
	 	2.	Total (Item (A.1.a), excluding Items A.1.i through A.1.xvii)	 	$_____
	 	 	 	 	 
	 	3.	an amount equal to the amount of all non-cash charges to the extent deducted in calculating such Consolidated Net Income and cash receipts to the extent excluded in calculating such Consolidated Net Income (except to the extent such cash receipts are attributable to revenue or other items that would be included in calculating Consolidated Net Income for any prior period)	 	$_____


 




     


     


    

 


	 	4.	decreases in Consolidated Working Capital89 for such period (other than any such decreases arising (x) from any acquisition or disposition of (a) any business unit, division, line of business or Person or (b) any assets other than in the ordinary course of business (each, an “ECF Acquisition” or “ECF Disposition”, respectively) by the Borrower and the Restricted Subsidiaries completed during such period, (y) from the application of purchase accounting or (z) as a result of the reclassification of any balance sheet item from short-term to long-term or vice versa)	 	$_____
	 	 	 	 	 
	 	5.	an amount equal to the aggregate net non-cash loss on Asset Dispositions (or any disposition specifically excluded from the definition of “Asset Disposition”) by the Borrower and the Restricted Subsidiaries during such period (other than in the ordinary course of business) to the extent deducted in calculating such Consolidated Net Income	 	$_____
	 	 	 	 	 
	 	6.	cash receipts in respect of Hedge Agreements during such period to the extent not otherwise included in calculating such Consolidated Net Income	 	$_____
	 	 	 	 	 
	 	7.	any extraordinary, unusual or nonrecurring cash gain	 	$_____
	 	 	 	 	 
	 	8.	Total (Sum of Items A.2 through A.7)	 	$_____
	 	 	 	 	 
	B.	over the sum, without duplication, of	 	$_____
	 	 	 	 	 
	 	1.	an amount equal to the amount of all non-cash credits included in calculating such Consolidated Net Income and cash charges to the extent not deducted in calculating such Consolidated Net Income;	 	$_____


 





 






		89	“Consolidated Working Capital”: at any date, the excess of (a) the
sum of all amounts (other than cash, Cash Equivalents and Temporary Cash Investments) that would, in conformity with GAAP, be set
forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Borrower
at such date excluding the current portion of current and deferred income taxes over (b) the sum of all amounts that
would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption)
on a consolidated balance sheet of the Borrower on such date, including deferred revenue but excluding, without duplication, (i) the
current portion of any Funded Debt, (ii) all Indebtedness consisting of Loans to the extent otherwise included therein,
(iii) the current portion of interest and (iv) the current portion of current and deferred income taxes.



 




     


     


    

 


	 	2.	without duplication of amounts deducted pursuant to Item B.11 below in prior fiscal years, the amount of Capital Expenditures either made in cash or accrued during such period (provided that, whether any such Capital Expenditures shall be deducted for the period in which cash payments for such Capital Expenditures have been paid or the period in which such Capital Expenditures have been accrued shall be at the Borrower’s election; provided, further that, in no case shall any accrual of a Capital Expenditure which has previously been deducted give rise to a subsequent deduction upon the making of such Capital Expenditure in cash in the same or any subsequent period), except to the extent that such Capital Expenditures were financed with the proceeds of long-term Indebtedness of the Borrower or the Restricted Subsidiaries (unless such Indebtedness has been repaid);	 	$_____
	 	 	 	 	 
	 	3.	the aggregate amount of all principal payments, purchases or other retirements of Indebtedness of the Borrower and the Restricted Subsidiaries (including (A) the principal component of payments in respect of Financing Lease Obligations, (B) the amount of any repayment of Term Loans pursuant to Subsection 2.2(b) of the Credit Agreement and (C) the amount of a mandatory prepayment of Term Loans pursuant to Subsection 4.4(e)(i) of the Credit Agreement and any mandatory prepayment, repayment or redemption of Pari Passu Indebtedness pursuant to requirements under the agreements governing such Pari Passu Indebtedness similar to the requirements set forth in Subsection 4.4(e)(i) of the Credit Agreement (as determined by the Borrower in good faith, which determination shall be conclusive), to the extent required due to an Asset Disposition (or any disposition specifically excluded from the definition of “Asset Disposition”) that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase, but excluding (x) all other prepayments of Loans, (y) all prepayments of ABL Facility Loans and (z) all prepayments of revolving loans (other than Revolving Loans hereunder), to the extent there is not an equivalent permanent reduction in commitments thereunder) made during such period, except to the extent financed with the proceeds of long-term Indebtedness of the Borrower or the Restricted Subsidiaries;	 	$_____
	 	 	 	 	 
	 	4.	an amount equal to the aggregate net non-cash gain on Asset Dispositions (or any disposition specifically excluded from the definition of “Asset Disposition”) by the Borrower and the Restricted Subsidiaries during such period (other than in the ordinary course of business) to the extent included in calculating such Consolidated Net Income;	 	$_____
	 	 	 	 	 
	 	5.	increases in Consolidated Working Capital for such period (other than any such increases arising (x) from any ECF Acquisition or ECF Disposition by the Borrower and the Restricted Subsidiaries completed during such period, (y) from the application of purchase accounting or (z) as a result of the reclassification of any balance sheet item from short-term to long-term or vice versa);	 	$_____


 




     


     


    

 


	 	6.	payments by the Borrower and the Restricted Subsidiaries during such period in respect of long-term liabilities of the Borrower and the Restricted Subsidiaries other than Indebtedness, to the extent not already deducted in calculating Consolidated Net Income;	 	$_____
	 	 	 	 	 
	 	7.	without duplication of amounts deducted pursuant to Item B.11 below in prior fiscal years, the aggregate amount of cash consideration (including any expenses, charges and losses in the form of earn-out obligations and contingent consideration obligations (including to the extent accounted for as performance and retention bonuses, compensation or otherwise) and adjustments thereof and purchase price adjustments) paid by the Borrower and the Restricted Subsidiaries (on a consolidated basis) in connection with Investments (including acquisitions) made during such period constituting “Permitted Investments” (other than Permitted Investments of the type described in clause (iii) of the definition thereof and intercompany Investments by and among the Borrower and its Restricted Subsidiaries) or made pursuant to Subsection 8.2 of the Credit Agreement, except to the extent that such Investments were financed with the proceeds of long-term Indebtedness of the Borrower or the Restricted Subsidiaries (unless such Indebtedness has been repaid);	 	$_____
	 	 	 	 	 
	 	8.	the amount of Restricted Payments (other than Investments) made in cash during such period (on a consolidated basis) by the Borrower and the Restricted Subsidiaries pursuant to Subsection 8.2(b) of the Credit Agreement (other than with respect to Related Taxes pursuant to Subsection 8.2(b)(vii)(C) of the Credit Agreement and pursuant to Subsections 8.2(b)(vi), (vii)(B) and (xvi) of the Credit Agreement), to the extent such Restricted Payments were financed with internally generated cash flow of the Borrower and the Restricted Subsidiaries;	 	$_____
	 	 	 	 	 
	 	9.	the aggregate amount of expenditures actually made by the Borrower and the Restricted Subsidiaries in cash during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and are not deducted in calculating Consolidated Net Income;	 	$_____
	 	 	 	 	 
	 	10.	the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower and the Restricted Subsidiaries during such period that are made in connection with any prepayment of Indebtedness to the extent that such payments are not deducted in calculating Consolidated Net Income;	 	$_____


 




     


     


    

 


	 	11.	at the Borrower’s election, without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by the Borrower or any of the Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating to Investments constituting “Permitted Investments” (other than Permitted Investments of the type described in clause (iii) of the definition thereof and intercompany Investments by and among the Borrower and its Restricted Subsidiaries) or made pursuant to Subsection 8.2 of the Credit Agreement or Capital Expenditures to be consummated or made during the period of four consecutive Fiscal Quarters of the Borrower following the end of such period; provided that to the extent the aggregate amount of cash (except for cash constituting the proceeds of long-term Indebtedness of the Borrower or the Restricted Subsidiaries (unless such Indebtedness has been repaid)) actually utilized to finance such Investments and Capital Expenditures during such period of four consecutive Fiscal Quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive Fiscal Quarters;	 	$_____
	 	 	 	 	 
	 	12.	the amount of Permitted Payments made pursuant to Subsection 8.2(b)(vii)(B) of the Credit Agreement, with respect to Related Taxes pursuant to Subsection 8.2(b)(vii)(C) of the Credit Agreement and taxes (including penalties and interest) paid in cash or tax reserves set aside or payable (without duplication) in such period to the extent they exceed the amount of tax expense deducted in calculating such Consolidated Net Income for such period;	 	$_____
	 	 	 	 	 
	 	13.	cash expenditures in respect of Hedge Agreements during such period to the extent not deducted in calculating such Consolidated Net Income; and	 	$_____
	 	 	 	 	 
	 	14.	(v) any extraordinary, unusual or nonrecurring cash loss or charge (including fees, expenses, charges (or any amortization thereof) associated with the Transactions or any acquisition, merger or consolidation, whether or not completed), (w) any fees and expenses (or amortization thereof), and any charges or costs, in connection with any acquisition, Investment, Asset Disposition, issuance of Capital Stock, issuance, repayment or refinancing of Indebtedness, or amendment or modification of any agreement or instrument relating to any Indebtedness (in each case, whether or not completed, after the Closing Date or any accounting change, and including any such transaction consummated prior to the Closing Date), (x) any severance, relocation, consolidation, closing, integration, facilities opening, business optimization, transition or restructuring costs, charges or expenses, (y) any signing, retention or completion bonuses and (z) any costs associated with curtailments or modifications to pension and post-retirement employee benefit plans, in each case, to the extent not already deducted in calculating Consolidated Net Income;	 	$_____
	 	 	 	 	 
	 	15.	Total  (Sum of Items B.1 through B.14)	 	$_____
	 	 	 	 	 
	 	C.	Excess Cash Flow (Item A.8 – Item B.15)	 	$_____


 




     


     


    

 


ANNEX 4


 


[Applicable Acquired Intellectual Property
for Guarantee and Collateral Agreement To Be Listed]


 




     


     


    

 


ANNEX 5


 


[Applicable Acquired Commercial Tort Actions
for Guarantee and Collateral Agreement To Be Listed]