Exhibit 10.1


 


EXECUTION VERSION


 


	 


 


$250,000,000


 


CREDIT AGREEMENT


 


among


 


NCI BUILDING SYSTEMS, INC.,


as Borrower,


 


THE LENDERS


FROM TIME TO TIME PARTIES HERETO,


 


CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,


as Administrative Agent and Collateral Agent,


 


ROYAL BANK OF CANADA


and UBS SECURITIES LLC,


as Syndication Agents,


 


and


 


Credit
Suisse SECURITIES (USA) LLC,


RBC CAPITAL MARKETS,


UBS SECURITIES LLC,


and CITIGROUP GLOBAL MARKETS INC.,


as Joint Lead Arrangers and Joint Bookrunners


 


dated as of June 22, 2012


 







 


	 


 



    	 



    	 



    

 


Table of Contents


 


	 	 	 	 	Page
	 	 	 	 	 
	SECTION 1	 	Definitions	 	1
	 	 	 	 	 
	1.1	 	Defined Terms	 	1
	1.2	 	Other Definitional Provisions	 	63
	 	 	 	 	 
	SECTION 2	 	Amount and Terms of Commitments	 	64
	 	 	 	 	 
	2.1	 	Initial Term Loans	 	64
	2.2	 	Notes	 	64
	2.3	 	Procedure for Initial Term Loan Borrowing	 	65
	2.4	 	[Reserved].	 	65
	2.5	 	Repayment of Loans	 	66
	2.6	 	Incremental Facilities	 	66
	2.7	 	Permitted Debt Exchanges	 	69
	2.8	 	Extension of Term Loans	 	71
	 	 	 	 	 
	SECTION 3	 	[Reserved]	 	74
	 	 	 	 	 
	SECTION 4	 	General Provisions Applicable to Loans	 	74
	 	 	 	 	 
	4.1	 	Interest Rates and Payment Dates	 	74
	4.2	 	Conversion and Continuation Options	 	75
	4.3	 	Minimum Amounts; Maximum Sets	 	76
	4.4	 	Optional and Mandatory Prepayments	 	76
	4.5	 	Administrative Agent’s Fee; Other Fees	 	87
	4.6	 	Computation of Interest and Fees	 	87
	4.7	 	Inability to Determine Interest Rate	 	88
	4.8	 	Pro Rata Treatment and Payments	 	88
	4.9	 	Illegality	 	89
	4.10	 	Requirements of Law	 	90
	4.11	 	Taxes	 	91
	4.12	 	Indemnity	 	96
	4.13	 	Certain Rules Relating to the Payment of Additional Amounts	 	97
	 	 	 	 	 
	SECTION 5	 	Representations and Warranties	 	99
	 	 	 	 	 
	5.1	 	Financial Condition	 	99
	5.2	 	No Change; Solvent	 	100
	5.3	 	Corporate Existence; Compliance with Law	 	100
	5.4	 	Corporate Power; Authorization; Enforceable Obligations	 	101
	5.5	 	No Legal Bar	 	101
	5.6	 	No Material Litigation	 	101
	5.7	 	No Default	 	101
	5.8	 	Ownership of Property; Liens	 	102


 



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Table of Contents


(continued)


 


	 	 	 	 	Page
	 	 	 	 	 
	5.9	 	Intellectual Property	 	102
	5.10	 	Taxes	 	102
	5.11	 	Federal Regulations	 	102
	5.12	 	ERISA	 	103
	5.13	 	Collateral	 	104
	5.14	 	Investment Company Act; Other Regulations	 	104
	5.15	 	Subsidiaries	 	104
	5.16	 	Purpose of Loans	 	104
	5.17	 	Environmental Matters	 	104
	5.18	 	No Material Misstatements	 	105
	5.19	 	Labor Matters	 	106
	5.20	 	Insurance	 	106
	5.21	 	Anti-Terrorism	 	106
	 	 	 	 	 
	SECTION 6	 	Conditions Precedent	 	106
	 	 	 	 	 
	6.1	 	Conditions to Initial Extension of Credit	 	106
	6.2	 	Conditions to Each Extension of Credit After the Closing Date	 	111
	 	 	 	 	 
	SECTION 7	 	Affirmative Covenants	 	111
	 	 	 	 	 
	7.1	 	Financial Statements	 	112
	7.2	 	Certificates; Other Information	 	113
	7.3	 	Payment of Obligations	 	114
	7.4	 	Conduct of Business and Maintenance of Existence; Compliance with Contractual Obligations and Requirements of Law	 	114
	7.5	 	Maintenance of Property; Insurance	 	115
	7.6	 	Inspection of Property; Books and Records; Discussions	 	116
	7.7	 	Notices	 	116
	7.8	 	Environmental Laws	 	118
	7.9	 	After-Acquired Real Property and Fixtures; Subsidiaries	 	119
	7.10	 	Use of Proceeds	 	121
	7.11	 	Commercially Reasonable Efforts to Maintain Ratings	 	121
	7.12	 	Accounting Changes	 	121
	7.13	 	Post-Closing Security Perfection	 	121
	7.14	 	Post-Closing Matters.	 	121
	 	 	 	 	 
	SECTION 8	 	Negative Covenants	 	122
	 	 	 	 	 
	8.1	 	Limitation on Indebtedness	 	122
	8.2	 	Limitation on Restricted Payments	 	126
	8.3	 	Limitation on Restrictive Agreements	 	130
	8.4	 	Limitation on Sales of Assets and Subsidiary Stock	 	133
	8.5	 	Limitations on Transactions with Affiliates	 	135
	8.6	 	Limitation on Liens	 	137


 



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Table of Contents


(continued)


 


	 	 	 	 	Page
	 	 	 	 	 
	8.7	 	Limitation on Fundamental Changes	 	137
	8.8	 	Change of Control; Limitation on Amendments	 	139
	8.9	 	Limitation on Lines of Business	 	140
	8.10	 	Maximum Consolidated Total Leverage Ratio	 	140
	 	 	 	 	 
	SECTION 9	 	Events of Default	 	140
	 	 	 	 	 
	9.1	 	Events of Default	 	140
	9.2	 	Remedies Upon an Event of Default	 	144
	9.3	 	Borrower’s Right to Cure	 	144
	 	 	 	 	 
	SECTION 10	 	The Agents and the Other Representatives	 	144
	 	 	 	 	 
	10.1	 	Appointment	 	144
	10.2	 	The Administrative Agent and Affiliates	 	145
	10.3	 	Action by an Agent	 	145
	10.4	 	Exculpatory Provisions	 	145
	10.5	 	Acknowledgement and Representations by Lenders	 	147
	10.6	 	Indemnity; Reimbursement by Lenders	 	147
	10.7	 	Right to Request and Act on Instructions; Reliance	 	148
	10.8	 	Collateral Matters	 	149
	10.9	 	Successor Agent	 	151
	10.10	 	[Reserved].	 	151
	10.11	 	Withholding Tax	 	151
	10.12	 	Other Representatives	 	152
	10.13	 	[Reserved].	 	152
	10.14	 	Application of Proceeds	 	152
	 	 	 	 	 
	SECTION 11	 	Miscellaneous	 	153
	 	 	 	 	 
	11.1	 	Amendments and Waivers	 	153
	11.2	 	Notices	 	156
	11.3	 	No Waiver; Cumulative Remedies	 	157
	11.4	 	Survival of Representations and Warranties	 	158
	11.5	 	Payment of Expenses and Taxes	 	158
	11.6	 	Successors and Assigns; Participations and Assignments	 	159
	11.7	 	Adjustments; Set-off; Calculations; Computations	 	168
	11.8	 	Judgment	 	169
	11.9	 	Counterparts	 	169
	11.10	 	Severability	 	169
	11.11	 	Integration	 	169
	11.12	 	Governing Law	 	170
	11.13	 	Submission to Jurisdiction; Waivers	 	170
	11.14	 	Acknowledgements	 	171
	11.15	 	Waiver Of Jury Trial	 	171


 



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Table of Contents


(continued)


 


	 	 	 	 	Page 
	 	 	 	 	 
	11.16	 	Confidentiality	 	172
	11.17	 	Incremental Indebtedness; Additional Indebtedness	 	173
	11.18	 	USA Patriot Act Notice	 	173
	11.19	 	Electronic Execution of Assignments and Certain Other Documents	 	173
	11.20	 	Reinstatement	 	173
	11.21	 	OID	 	173


 



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SCHEDULES


 


	A	—	Commitments and Addresses
	1.1(c)	—	Assumed Indebtedness
	1.1(d)	—	Existing Capitalized Lease Obligations
	1.1(e)	—	Existing Liens
	1.1(f)	—	Existing Investments
	5.1	—	Financial Condition
	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
	7.14	—	Post-Closing Matters
	8.1	—	Existing Indebtedness
	8.5	—	Affiliate Transactions


 


EXHIBITS


 


	A	—	Form of 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
	K	—	Form of ABL/Term Loan Intercreditor Agreement Amendment
	L	—	Form of Junior Lien Intercreditor Agreement
	M	—	Form of Affiliated Lender Assignment and Assumption
	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 Tax Sharing Agreement


 



    	(v)



    	 



    

 


CREDIT AGREEMENT, dated
as of June 22, 2012, among NCI BUILDING SYSTEMS, INC. (the “Borrower”), a Delaware corporation, the several
banks and other financial institutions from time to time party hereto (as further defined in Subsection 1.1, the “Lenders”),
and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, 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 below).


 


The parties hereto hereby
agree as follows:


 


WITNESSETH :


 


WHEREAS, pursuant to
the Equity Purchase Agreement, dated as of May 2, 2012 (together with the disclosure schedules delivered in connection therewith,
the “Acquisition Agreement”) among NCI Group, Inc., VSMA, Inc., Metl-Span LLC, a Texas limited liability company
(the “Acquired Business”) and BlueScope Steel North America Corporation, the Borrower will, directly or indirectly,
acquire (the “Acquisition”) the Acquired Business;


 


WHEREAS, to consummate
the transactions contemplated by the Acquisition Agreement, the Borrower will enter into this Agreement to borrow term loans in
an aggregate principal amount of $250,000,000 (unless reduced in accordance with Subsection 6.1(b)); and


 


WHEREAS, the cash proceeds
of the Term Loans made on the Closing Date hereunder, together with borrowings under the Senior ABL Facility and/or cash on hand,
will be used on the Closing Date to pay the cash merger consideration for the Acquisition, to effect the Refinancing and to finance
a portion of the other Transactions, including the payments of fees and expenses relating thereto;


 


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:


 


“2009 Transaction
Documents”: collectively, (i) the Investment Agreement, dated as of August 14, 2009,
between the Borrower and the CD&R Investors, as amended on each of August 28, 2009, August 31, 2009, October 8, 2009 and October
16, 2009, (ii) the CD&R Indemnification Agreement, (iii) the Stockholders Agreement, dated as of October
20, 2009, between the Borrower and the CD&R Investors, (iv) the Registration Rights Agreement, dated as of October 20,
2009, between the Borrower and the CD&R Investors, and (v) 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, financial advisory, 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 and of this Agreement.


 



    	 



    	 



    

 


“2009 Transactions”:
the “Transactions” as defined in the Existing Credit Agreement.


 


“ABL Agent”:
Wells Fargo Capital Finance, LLC (formerly known as Wells Fargo Foothill, LLC), in its capacity as administrative agent and co-collateral
agent under the ABL Facility Documents, or any successor administrative agent or co-collateral agent under the ABL Facility Documents.


 


“ABL Facility
Documents”: the “Financing Agreements” as defined in the Senior ABL Facility 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”: the “Working Capital Priority Collateral”, as defined in the ABL/Term Loan Intercreditor Agreement
whether or not the same remains in full force and effect.


 


“ABL/Term Loan
Intercreditor Agreement”: the Intercreditor Agreement, dated as of October 20, 2009 and amended pursuant to the Intercreditor
Agreement Amendment, between the Collateral Agent and the ABL Agent (in its capacity as administrative agent under the ABL Facility
Documents), and acknowledged by certain of the Loan Parties, as the same may be further amended, supplemented, waived or otherwise
modified from time to time in accordance with the terms hereof and thereof.


 


“ABR”:
when used in reference to any Loan or Borrowing, is used when such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.


 


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


 


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


 


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


 


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


 


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


 



    	2



    	 



    

 


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


 


“Accounts”:
“accounts” as defined in the UCC and, with respect to any Person, all such Accounts of such Person, whether now existing
or existing in the future, including (a) all accounts receivable of such Person (whether or not specifically listed on schedules
furnished to the Administrative Agent), including all accounts receivable created by or arising from all of such Person’s
sales of goods or rendition of services made under any of its trade names, or through any of its divisions, (b) all unpaid
rights of such Person (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 Person 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.


 


“Acquired Business”:
as defined in the Recitals hereto.


 


“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. 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”:
as defined in the Recitals hereto.


 


“Acquisition
Agreement”: as defined in the Recitals hereto.


 


“Acquisition
Agreement Material Adverse Effect”: any change, effect, occurrence or development that (a) has or would reasonably
be expected to have a material adverse effect on the condition (financial or otherwise), business, properties, assets, liabilities
or results of operations of the Company, provided that to the extent any effect is caused by or results from any of the
following, it shall not be taken into account in determining whether there has been a material adverse effect: (i) changes
in conditions in the U.S. economy or capital or financial markets generally, including changes in interest or exchange rates; (ii)
changes that are the result of factors generally adversely affecting the industries within the geographic areas in which the Company
conducts business; (iii) changes in GAAP or authoritative interpretation thereof; (iv) changes in general legal,
regulatory, political, economic or business conditions in the U.S., in each case, generally affecting the industries in which the
Company conducts business; (v) the negotiation, execution, announcement or performance of the Acquisition Agreement or the
consummation of the transactions contemplated by the Acquisition Agreement, including any loss, or threatened loss of, or adverse
impact on, the relationships (contractual or otherwise) with, customers, suppliers, distributors, partners or Employees of the
Company (provided that this clause (v) shall be disregarded for purposes of any representations and warranties set forth
in Section 4.2 and Section 4.5); (vi) the commencement, occurrence, continuation or escalation of any war, armed hostilities
or acts of terrorism involving any geographic region in which the Company conducts business; (vii) any action required to
be taken by the Company pursuant to the terms of the Acquisition Agreement or any action taken by the Company with the Purchaser’s
and the Lead Arrangers’ consent; (viii) any change in applicable Laws or the application or authoritative interpretation
thereof, including the effects of any duties on products of the type manufactured by the Company; and (ix) changes in the
price of raw materials, including steel, of the type and grade customarily purchased by the Company; except in the case of clauses
(i), (ii), (iv) and (ix), to the extent that such adverse effect has a materially greater adverse effect on the Company as compared
to other companies operating in the same industries and markets in which the Company operates; or (b) would, or would reasonably
be expected to, have a material adverse effect on the ability of the Company to perform its obligations under the Acquisition Agreement
or to consummate the transactions contemplated thereby. Capitalized terms used in this definition shall have the meaning given
to them in the Acquisition Agreement, and any references to a “Section” in this definition shall mean the specified
Section of the Acquisition Agreement.


 



    	3



    	 



    

 


“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).


 


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


 


“Additional
Lender”: as defined in Subsection 2.6(b).


 



    	4



    	 



    

 


“Additional
Obligations”: senior or subordinated Indebtedness (which Indebtedness may be (x) secured by a Lien ranking pari
passu to the Lien securing the First Lien Obligations, (y) secured by a Lien ranking junior to the Lien securing the First
Lien Obligations or (z) unsecured), including customary bridge financings, in each case issued or incurred by the Borrower
or a Guarantor, the terms of which Indebtedness (i) do not provide for a maturity date or weighted average life to maturity
earlier than the Maturity Date of the Initial Term Loans or shorter than the 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 for customary bridge
financings, which, subject to customary conditions, 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 Initial Term Loans or the weighted average life to maturity of the Initial Term Loans, as applicable), (ii)
to the extent such Indebtedness is subordinated, provide for customary payment subordination to the Term Loan Facility Obligations
under the Loan Documents as reasonably determined by the Borrower in good faith and (iii) do not provide for any mandatory
repayment or redemption from asset sales, casualty or condemnation events or excess cash flow on more than a ratable basis with
the Term Loans (after giving effect to any amendment in accordance with Subsection 11.1(d)(v)); provided that (a)
such Indebtedness shall not be secured by any Lien on any asset of any Loan Party that does not also secure the Term Loan Facility
Obligations, or be guaranteed by any Person other than the Guarantors, and (b) if secured by Collateral, such Indebtedness
(and all related Obligations) shall be subject to the terms of the ABL/Term Loan 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).


 


“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 with respect to any Additional Obligations by any
Loan Party.


 


“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 (a) (i) the LIBOR Rate for such Borrowing of Eurodollar
Loans in effect for such Interest Period divided by (ii) 1 minus the Statutory Reserves (if any) for such
Borrowing of Eurodollar Loans for such Interest Period and (b) 1.25%.


 


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


 


“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.


 


“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 and any Affiliate
of Sponsor 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 and any Affiliate of Sponsor that is not primarily engaged in the
investing activities described above, and (iii) neither the Borrower nor any of its Subsidiaries directs or causes the direction
of the investment policies of such entity.


 



    	5



    	 



    

 


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


 


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


 


“Agent Default”:
an Agent has admitted in writing that it is insolvent or such Agent becomes subject to an Agent-Related Distress Event.


 


“Agent-Related
Distress Event”: with respect to any Agent (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 an Agent-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 any person that directly or indirectly controls such Agent by a Governmental Authority or an instrumentality thereof.


 


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


 


“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 Federal Funds Effective Rate in effect on such day plus 0.50%, (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) plus 1.00% and (d) 2.25%. If the Administrative Agent shall have determined (which determination shall
be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate or the 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 Federal Funds Effective Rate or the Adjusted LIBOR Rate shall be
effective on the effective date of such change in the Base Rate, the Federal Funds Effective Rate or the Adjusted LIBOR Rate, respectively.


 


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


 


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


 



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“Applicable
Margin”: (a) 6.75% per annum for Eurodollar Loans and (b) 5.75% per annum for ABR Loans.


 


“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 applicable 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, (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) of accounts receivable or notes receivable arising 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 without limitation any sale/leaseback transaction or asset securitization, (xi) any disposition
arising from foreclosure, condemnation 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) 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) any disposition of Capital Stock, Indebtedness or other securities
of an Unrestricted Subsidiary, (xiii) 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, (xiv) a disposition of not more than 5.00% of
the outstanding Capital Stock of a Foreign Subsidiary that has been approved by the Board of Directors, (xv) any disposition
or series of related dispositions for aggregate consideration not to exceed $15.0 million, (xvi) the abandonment or other
disposition of patents, trademarks or other intellectual property that are, in the reasonable judgment of the Borrower, no longer
economically practicable to maintain or useful in the conduct of the business of the Borrower and its Subsidiaries taken as a whole,
or (xvii) any license, sublicense or other grant of right-to-use of any trademark, copyright, patent or other intellectual
property.


 


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


 


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


 



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“Assumed Indebtedness”:
Indebtedness for borrowed money of the Borrower and its Restricted Subsidiaries (including, for the avoidance of doubt, the Acquired
Business) outstanding on the Closing Date and disclosed on Schedule 1.1(c).


 


“Bank Products
Agreement”: (1) any agreement pursuant to which a bank or other financial institution agrees to provide (a) treasury
services, (b) credit card, merchant card, purchasing card or stored value card services (including, without limitation,
the processing of payments and other administrative services with respect thereto), (c) cash management services (including,
without limitation, 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 products or services as may be requested by 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)
and (2) any “Bank Products Agreement” as defined in the ABL/Term Loan Intercreditor Agreement.


 


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


 


“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 from time to time; 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.


 


“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 of such entity, or, in either
case, any committee thereof duly authorized to act on behalf of such Board of Directors. Unless otherwise provided, “Board
of Directors” means the Board of Directors of the Borrower.


 


“Borrower”:
as defined in the Preamble hereto.


 


“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(h)(ii).


 


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


 



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“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(h)(iv).


 


“Borrowing”:
the borrowing of one Type of Loans of a given Tranche from all the Lenders having Initial Term Loan Commitments or other commitments
under such Tranche, as the case may be, on a given date (or resulting from a conversion or conversions on such date) having, in
the case of Eurodollar Loans, the same Interest Period.


 


“Borrowing Base”:
the sum of (1) 80.0% of the book value of Inventory of the Borrower and its Restricted Subsidiaries, (2) 85.0% 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 pursuant to Subsection 2.3 as a date on which the Borrower requests the Lenders
to make Loans hereunder.


 


“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, when used in connection with a Eurodollar Loan, “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.


 


“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 Capitalized 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 and its Restricted Subsidiaries.


 


“Capital Stock”:
as to any Person, any and all shares 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.


 


“Capitalized
Lease Obligation”: an obligation that is required to be classified and accounted for as a capitalized lease for financial
reporting purposes in accordance with GAAP. The Stated Maturity of any Capitalized Lease Obligation shall be the date of the last
payment of rent or any other amount due under the related lease.


 


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


 



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“Cash Equivalents”:
any of the following: (a) money, (b) securities issued or fully guaranteed or insured by the United States of America
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 $500.0 million
(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, then a comparable rating of another nationally recognized rating agency), (d)
repurchase obligations with a term of not more than seven 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) 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, then 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) investments similar
to any of the foregoing denominated in foreign currencies approved by the Board of Directors, and (h) solely with respect
to any Captive Insurance Subsidiary, any investment that person is permitted to make in accordance with applicable law.


 


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


 


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


 


“CD&R Indemnification
Agreement”: the Indemnification Agreement, dated as of October 20, 2009, between the Borrower and the CD&R Investors,
as amended, supplemented, waived or otherwise modified from time to time.


 


“CD&R Investors”:
collectively, (i) CD&R Fund VIII, (ii) CD&R Friends & Family Fund VIII, L.P., a Cayman Islands exempted
limited partnership, and any successor in interest thereto, and (iii) any Affiliate of any CD&R Investor identified
in clause (i) through (ii) 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 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 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 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 of Voting Stock having more than
35.0% of the total voting power of all outstanding shares of the Borrower; (ii) the Continuing Directors shall cease to
constitute a majority of the members of the Board of Directors of the Borrower; or (iii) a “Change of Control”
as defined in the Senior ABL Facility Agreement. Notwithstanding anything to the contrary in the foregoing, the Transactions shall
not constitute or give rise to a Change of Control.


 



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


 


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


 


“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.


 


“Commitment
Letter”: the Amended and Restated Commitment Letter (including the annexes and exhibits thereto), dated as of May 16,
2012, among the Borrower and Credit Suisse AG, Cayman Islands Branch, Credit Suisse Securities (USA) LLC, Royal Bank of Canada,
UBS Loan Finance LLC, UBS Securities LLC and Citigroup Global Markets Inc.


 


“Committed Lenders”:
Credit Suisse AG, Cayman Islands Branch, Royal Bank of Canada, UBS Loan Finance LLC and Citigroup Global Markets Inc.


 


“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(b).


 



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“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 Term 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 without limitation 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 Initial Term Loan Commitment or (c) be designated if such designation would otherwise increase the costs
of any Facility to the Borrower.


 


“Confidential
Information Memorandum”: that certain Confidential Information Memorandum dated June, 2012, and furnished to the Lenders.


 


“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 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 Acquisition as if it 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 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, Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving
effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred 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),


 


(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 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 permanently
repaid), Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro
forma basis to such Discharge of such Indebtedness, including with the proceeds of such new Indebtedness, as if such Discharge
had occurred on the first day of such period,


 



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(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 (any such disposition, a “Sale”), the Consolidated
EBITDA for such period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets
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 sold, 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 (any such Investment or acquisition, 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


 


(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; and


 


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) or to any Discharge of Indebtedness from the proceeds of any such Incurrence pursuant to such Subsection
8.1(b).


 



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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 and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred or repaid, repurchased,
redeemed, defeased or otherwise acquired, retired or discharged in connection therewith, 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 a Responsible Officer of the Borrower;
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. Interest on a Capitalized 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 to be the
rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.


 


“Consolidated
EBITDA”: for any period, the Consolidated Net Income for such period, plus (x) the following to the extent
deducted in calculating such Consolidated Net Income, without duplication: (i) 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 and any Special Purpose Financing Fees, (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 to the
extent the proceeds thereof were intended to be contributed to the equity capital of the Borrower or 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 Hedging Obligations or other derivative instruments, and (ix)
any management, monitoring, consulting and advisory fees and related expenses paid to any of CD&R and its Affiliates, plus
(y) 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 date that is 12 months after the Closing Date, or 12 months after the consummation of any operational
change, respectively, and prior to or during such period (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 the aggregate amount of such net cost savings included in Consolidated EBITDA pursuant to this clause (y) for any four consecutive
quarter period shall not exceed 10% of Consolidated EBITDA for such period (calculated after giving effect to any adjustment pursuant
to this clause (y))) (which adjustments shall not be duplicative of pro forma adjustments made pursuant to the proviso to the definition
of “Consolidated Coverage Ratio,” “Consolidated Secured Leverage Ratio” or “Consolidated Total Leverage
Ratio”), plus (z) only with respect to determining compliance with Subsection 8.10 hereof, any Specified
Equity Contribution.


 



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“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 without limitation, any such interest expense consisting of (A) interest expense attributable to Capitalized Lease
Obligations, (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, and minus (iii) to the
extent otherwise included in such interest expense referred to in clause (i) above, amortization or write-off of financing costs,
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 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 (A) the Borrower’s
or any Restricted Subsidiary’s equity in the net income of any such Person for such period shall be included in such Consolidated
Net Income up to the aggregate amount actually 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) and (B) the Borrower’s or any Restricted Subsidiary’s equity in
the net loss of such Person shall be included to the extent of the aggregate Investment of the Borrower or any of its Restricted
Subsidiaries in such Person,


 


(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 (or 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, 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), except that (A)
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 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)) and (B) the net loss of such
Restricted Subsidiary shall be included to the extent of the aggregate Investment of the Borrower or any of its other Restricted
Subsidiaries in such Restricted Subsidiary,


 



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(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 in good faith by the Board of Directors) and (y) any gain or loss realized upon the disposal,
abandonment or discontinuation of operations of the Borrower or any Restricted Subsidiary, and any income (loss) from disposed,
abandoned or discontinued operations, including in each case any closure of any branch,


 


(iv)        any
extraordinary, unusual or nonrecurring gain, loss or charge (including fees, expenses and charges associated with the Transactions
or the 2009 Transactions and any acquisition, merger or consolidation after the Closing Date),


 


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


 


(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 transaction gains or losses 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 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
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), and


 



    	16



    	 



    

 


(xii)        expenses
related to the conversion of various employee benefit programs in connection with the Transactions or the 2009 Transactions, and
non-cash compensation related expenses.


 


In the case of any unusual
or nonrecurring gain, loss or charge not included in Consolidated Net Income pursuant to clause (iv) above in any determination
thereof, 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, 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.


 


“Consolidated
Secured Indebtedness”: as of any date of determination, (i) an amount equal to the Consolidated Total Indebtedness
(without regard to clause (ii) of the definition thereof) as of such date that in each case is then secured by Liens on property
or assets of the Borrower and its Restricted Subsidiaries (other than property or assets held in a defeasance or similar trust
or arrangement for the benefit of the Indebtedness secured thereby), 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.


 


“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 aggregate amount
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 (determined, for any fiscal quarter (or portion thereof)
ending prior to the Closing Date, on a pro forma basis to give effect to the Acquisition as if it 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, the Consolidated EBITDA for
such period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets 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;


 



    	17



    	 



    

 


(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;


 


provided that (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 Subsection 8.1(b)(i)(II) and
the Maximum Incremental Facilities Amount and in part pursuant to one or more other clauses of the definition of Permitted Liens,
as provided in clause (z) of the final paragraph of such definition) any calculation of the Consolidated Secured Leverage Ratio,
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) to the extent secured pursuant to any such other
clause of such definition.


 


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 Responsible Officer of the Borrower; 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.


 


“Consolidated
Total Assets”: as of any date of determination, the total assets in each case of the Borrower and its Restricted Subsidiaries
as at the end of the most recently ended fiscal quarter of the Borrower for which such financial statements of the Borrower and
its Restricted Subsidiaries are available, determined on a Consolidated basis in accordance with GAAP (and, in the case of any
determination relating to any Incurrence of Indebtedness or any Investment, on a pro forma basis including any property or assets
being acquired in connection therewith).


 


“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);
Capitalized Lease Obligations; debt obligations evidenced by bonds, debentures, notes or 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 items eliminated in Consolidation, and for the avoidance of doubt, excluding Hedging Obligations)
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.


 



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“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 aggregate amount
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 (determined, for any fiscal quarter (or portion thereof)
ending prior to the Closing Date, on a pro forma basis to give effect to the Acquisition as if it 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, the Consolidated EBITDA for
such period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets 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; and


 


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) of the proviso to such clause (x)) and in
part pursuant to one or more other clauses of Subsection 8.1(b) and/or 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 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 thereof that otherwise would be included in Consolidated Total
Indebtedness.


 



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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 Responsible Officer of the Borrower; 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.


 


“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 and the Restricted Subsidiaries 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 and the Restricted Subsidiaries 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.


 


“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.


 


“Continuing
Directors”: the directors of the Borrower on the Closing Date, and each other director if, in each case, such other director’s
nomination for election to the Board of Directors of the Borrower is recommended by at least a majority of the then Continuing
Directors or the election of such other director is approved by one or more Permitted Holders.


 


“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, 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 making of the related cash contribution and (b) is so designated
as Contribution Indebtedness pursuant to a certificate of a Responsible Officer of the Borrower on the date of Incurrence thereof.


 



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


 


“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.


 


“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”: any Lender or Agent whose acts or failure to act, whether directly or indirectly, cause it to meet any part
of the definition of Agent Default.


 


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


 


“Designated
Noncash Consideration”: the Fair Market Value of noncash 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, setting forth the basis of such valuation.


 


“Designation
Date”: as defined in Subsection 2.8(f).


 


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


 


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


 


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


 


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


 


“Discount Range
Prepayment Notice”: a written notice of the Borrower Solicitation of Discount Range Prepayment Offers made pursuant to
Subsection 4.4(h) 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.


 



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


 


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


 


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


 


“Discounted
Prepayment Effective Date”: in the case of a Borrower Offer of Specified Discount Prepayment or Borrower Solicitation
of Discount Range Prepayment Offers or otherwise, five Business Days following the receipt by each relevant Lender of notice from
the Administrative Agent in accordance with Subsection 4.4(h)(ii), Subsection 4.4(h)(iii) or Subsection 4.4(h)(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(h)(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.


 


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


 


“Disqualified
Lender”: (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 prior to May 2, 2012.


 


“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) (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), in whole or in part, in each case on or prior to the
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.


 


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


 



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“Domestic Subsidiary”:
any Subsidiary of the Borrower which is not a Foreign Subsidiary.


 


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


 


“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.


 


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


 


“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,


 


(ii)         an
amount equal to the amount of all non-cash charges to the extent deducted in arriving at such Consolidated Net Income and cash
receipts to the extent excluded in arriving at such Consolidated Net Income,


 


(iii)        decreases
in Consolidated Working Capital for such period (other than any such decreases arising from acquisitions by the Borrower and the
Restricted Subsidiaries completed during such period or the application of purchase accounting),


 



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(iv)        an
amount equal to the aggregate net non-cash loss on Asset Dispositions by the Borrower and the Restricted Subsidiaries during such
period (other than Asset Dispositions in the ordinary course of business) to the extent deducted in arriving at such Consolidated
Net Income,


 


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


 


(ii)         without
duplication of amounts deducted pursuant to clause (xi) below in prior 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 Indebtedness of the Borrower or the Restricted Subsidiaries (unless such Indebtedness has been repaid),


 


(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 Capitalized 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(b)(i) to the extent required due to a 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 Term Loans and Incremental
Revolving Loans, (y) all prepayments of loans under the Senior ABL Facility and (z) all prepayments of any other
revolving loans (other than Incremental Revolving Loans), 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 Indebtedness of the Borrower or the Restricted
Subsidiaries,


 



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(iv)        an
amount equal to the aggregate net non-cash gain on Asset Dispositions by the Borrower and the Restricted Subsidiaries during such
period (other than Asset Dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated
Net Income,


 


(v)         increases
in Consolidated Working Capital for such period (other than any such increases arising from acquisitions by the Borrower and the
Restricted Subsidiaries completed during such period or the application of purchase accounting),


 


(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 from Consolidated Net Income,


 


(vii)       without
duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the aggregate amount of cash consideration
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 to the extent that such Investments were financed with internally generated cash flow
of the Borrower and the Restricted Subsidiaries,


 


(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 Subsection 8.2(b)(vi)), 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,


 



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(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 internally generated cash actually utilized to finance such Permitted
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 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 determining Consolidated Net Income for such period,


 


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


 


(xiv)      any
extraordinary, unusual or nonrecurring cash loss or charge (including fees, expenses and charges associated with the Transactions
or the 2009 Transactions and any acquisition, merger or consolidation after the Closing Date).


 


“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 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) 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(i).


 


“Excluded Subsidiary”:
at any date of determination, any Subsidiary of the Borrower designated as such in writing by the Borrower to the Administrative
Agent:


 


(a)          that
is an Immaterial Subsidiary;


 



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(b)          that
is prohibited by Requirement of Law or by 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 Term Loan Facility Obligations or if Guaranteeing or granting Liens to secure the Term Loan Facility 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 Term Loan Facility 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 Term Loan Facility Obligations would result in material adverse tax consequences
to the Borrower or one of its Subsidiaries (as reasonably determined by the Borrower and notified in writing to the Administrative
Agent);


 


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


 


(f)          that
is a joint venture or Non-Wholly Owned Subsidiary, but only to the extent that the Organizational Documents or other agreements
with equity or debt holders of such joint venture or Non-Wholly Owned Subsidiary (x) do not permit such entity to guarantee
or grant Liens to secure the Term Loan Facility Obligations, or (y) permit such entity to guarantee or grant Liens to secure
the Term Loan Facility Obligations subject to obtaining certain consents and the Borrower has used its commercially reasonable
efforts to obtain such consents and such consents have not been obtained;


 


(g)          that
is an Unrestricted Subsidiary;


 


(h)          that
is a Captive Insurance Subsidiary;


 


(i)          that
is a Special Purpose Entity; or


 


(j)          that
is a Subsidiary formed solely for the purpose of becoming a Parent Entity, or merging with the Borrower in connection with another
Subsidiary becoming a Parent Entity, or otherwise creating or forming a Parent Entity;


 


provided that, notwithstanding the
foregoing, any Domestic Subsidiary that Guarantees the payment of the ABL Facility Loans shall not be an Excluded Subsidiary. Subject
to the proviso in the preceding sentence, any Subsidiary so designated as an Excluded 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 sixty
(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.


 



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“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.


 


“Existing Capitalized
Lease Obligations”: Capitalized Lease Obligations of the Borrower and its Restricted Subsidiaries (including, for the
avoidance of doubt, the Acquired Business) existing on the Closing Date or permitted to be incurred under the Acquisition Agreement
and disclosed on Schedule 1.1(d).


 


“Existing Credit
Agreement”: the Amended and Restated Credit Agreement, dated as of October 20, 2009, among the Borrower, the lenders
from time to time party thereto, and Wachovia Bank, National Association, as administrative agent and collateral agent.


 


“Existing Term
Loans”: as defined in Subsection 2.8(a).


 


“Existing Term
Tranche”: as defined in Subsection 2.8(a).


 


“Extended Loans”:
as defined in Subsection 2.8(a).


 


“Extended Term
Loans”: as defined in Subsection 2.8(a).


 


“Extended Term
Tranche”: as defined in Subsection 2.8(a).


 


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


 


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


 


“Extension Amendment”:
as defined in Subsection 2.8(c).


 


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


 


“Extension Election”:
as defined in Subsection 2.8(b).


 


“Extension of
Credit”: as to any Lender, the making of a Loan.


 


“Extension Request”:
as defined in Subsection 2.8(a).


 


“Extension Series”:
all Extended Loans 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 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.


 



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“Facility”:
each of (a) the Initial Term Loan Commitments and the Extensions of Credit made thereunder and (b) any other committed
facility hereunder and the Extensions of Credit made thereunder.


 


“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 the Board of Directors, whose determination will 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 substantially
comparable), and any regulations or other administrative authority promulgated thereunder or any agreement (including any intergovernmental
agreement) entered into thereunder or in furtherance thereof.


 


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


 


“Federal Funds
Effective Rate”: for any day, the weighted average of the rates on overnight federal funds transactions with members
of the Federal Reserve System of the United States arranged by federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average
of the quotations for the day for such transactions received by the Administrative Agent from three federal funds brokers of recognized
standing selected by it.


 


“Fee Letter”:
the Amended and Restated Fee Letter, dated as of May 16, 2012, among the Borrower and Credit Suisse AG, Cayman Islands Branch,
Credit Suisse Securities (USA) LLC, Royal Bank of Canada, UBS Loan Finance LLC, UBS Securities LLC and Citigroup Global Markets
Inc.


 


“Financing Disposition”:
any sale, transfer, conveyance or other disposition of, or creation or incurrence of any Lien on, property or assets 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.


 


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


 


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


 



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“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 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), (l),
(m), (n), (p)(1) 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/Term Loan Intercreditor Agreement or an Other Intercreditor Agreement.


 


“Fiscal Year”:
any period of 12 consecutive months ending on the Sunday closest to October 31 of any calendar year.


 


“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”, “Capitalized
Lease Obligation”, “Consolidated Coverage Ratio”, “Consolidated EBITDA”, “Consolidated Secured
Leverage Ratio”, “Consolidated Interest Expense”, “Consolidated Net Income”, “Consolidated
Total Leverage Ratio”, “Consolidated Secured Indebtedness”, “Consolidated Total Assets”, “Consolidated
Total Indebtedness”, “Consolidated Working Capital”, “Consolidation”, “Excess Cash Flow”,
“Inventory” or “Receivables”, (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.


 


“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.


 


“Foreign Subsidiary”:
any Subsidiary of the Borrower which is organized and existing under the laws of any jurisdiction outside of the United States
of America or 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.


 



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“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), and intellectual property relating
to such Foreign Subsidiaries (or Subsidiaries thereof) and other assets (including cash, Cash Equivalents or Temporary Cash Investments)
relating to an ownership interest in any such securities, Indebtedness, intellectual property or Subsidiaries; provided,
that no Subsidiary of the Borrower shall be a “Foreign Subsidiary Holdco” if such Subsidiary is not a “Foreign
Subsidiary Holdco” (or comparable term) for purposes of the Senior ABL Facility.


 


“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.


 


“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.


 



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


 


“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.


 


“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 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.


 



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


 


“Identified
Qualifying Lenders”: as defined in Subsection 4.4(h)(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.


 


“Immaterial
Subsidiary”: any Subsidiary of the Borrower designated as such in writing by the Borrower to the Administrative Agent
that (i) (x) contributed 2.50% 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 2.50% or less of Consolidated Total 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 5.00% 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 5.00% or less of Consolidated Total 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 sixty (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.


 


“Increase Supplement”:
as defined in Subsection 2.6(c).


 


“Incremental
Commitment Amendment”: as defined in Subsection 2.6(d).


 


“Incremental
Commitments”: as defined in Subsection 2.6(a).


 


“Incremental
Indebtedness”: Indebtedness Incurred by the Borrower pursuant to and in accordance with Subsection 2.6.


 


“Incremental
Letter of Credit Commitments”: as defined in Subsection 2.6(a).


 


“Incremental
Loans”: as defined in Subsection 2.6(d).


 


“Incremental
Revolving Commitments”: as defined in Subsection 2.6(a).


 


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


 



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


 


“Incremental
Term Loan Commitments”: as defined in Subsection 2.6(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 not be deemed 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);


 


(iv)        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
Capitalized 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 the Board of Directors or the board of directors or other governing body of the issuer
of such Capital Stock);


 



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(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) 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).


 


The amount of Indebtedness
of any Person at any date shall be determined as set forth above or otherwise provided 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.


 


“Indebtedness
to be Refinanced”: Indebtedness incurred pursuant to the Existing Credit Agreement.


 


“Individual
Lender Exposure”: of any Lender, at any time, the sum of the aggregate principal amount of all Term Loans made by such
Lender and then outstanding.


 


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


 


“Initial Lien”:
as defined in Subsection 8.6.


 


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


 


“Initial Term
Loan Commitment”: as to any Lender, its obligation to make Initial Term Loans to the Borrower pursuant to Subsection
2.1 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 $250.0
million.


 


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


 


“Intellectual
Property”: as defined in Subsection 5.9.


 



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“Intercreditor
Agreement Amendment”: Amendment No. 1 to Intercreditor Agreement, dated as of the date hereof, between the Collateral
Agent and the ABL Agent (in its capacity as administrative agent under the ABL Facility Documents), and acknowledged by certain
of the Loan Parties, in the form attached hereto as Exhibit K.


 


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


 


“Interest Payment
Date”: (a) as to any ABR Loan, the last day of each March, June, September and December to occur while such Loan
is outstanding, and the final maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three
months or less, the last day of such Interest Period, and (c) as to any Eurodollar 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:


 


(a)          initially,
the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending
one, two, three or six months (or, if agreed to by each affected Lender nine months, 12 months or a shorter period) thereafter,
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 and ending one,
two, three or six months (or if agreed to by each affected Lender nine months, 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 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 Maturity Date shall (for all purposes other than Subsection 4.12)
end on the 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 during an Interest Period
for such Eurodollar Loan.


 



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Notwithstanding the foregoing,
from the initial borrowing date to the earlier of (x) thirty days after the Closing Date and (y) the date on which the Administrative
Agent notifies the Borrower that primary syndications have been completed, the Interest Period shall be the period commencing on
the Borrowing Date with respect to such Eurodollar Loan and ending one month thereafter.


 


“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 party or a beneficiary.


 


“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, and (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) 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).


 


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


 



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“Investment
Grade Rating”: a rating of Baa3 or better by Moody’s and BBB- or better by S&P (or, in either case, the equivalent
of such rating by such organization), or an 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 issued or directly and fully guaranteed or insured by any Governmental Authority; (iii) debt securities
or debt instruments with a rating of A3 or better by Moody’s and A- or better by S&P (or, in either case, the equivalent
of such rating by such organization), or an equivalent rating by any other Rating Agency, but excluding any debt securities or
instruments constituting loans or advances among the Borrower and its Subsidiaries; (iv) investments in any fund that invests
exclusively in securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality
thereof, and/or debt securities or debt instruments with an Investment Grade Rating, which fund may also hold immaterial amounts
of cash pending investment or distribution; and (v) corresponding instruments in countries other than the United States
customarily utilized for high quality investments.


 


“Junior Debt”
shall mean any Subordinated Obligations and Guarantor Subordinated Obligations.


 


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


 


“Lead Arrangers”:
Credit Suisse Securities (USA) LLC, RBC Capital Markets, UBS Securities LLC and Citigroup Global Markets Inc., as Joint Lead Arrangers.


 


“Lender Joinder
Agreement”: as defined in Subsection 2.6(c).


 


“Lenders”:
the several banks and other financial institutions from time to time parties to this Agreement together with, in each case, 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, supplementation or modification of 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.


 


“LIBOR Rate”:
with respect each day during each Interest Period pertaining to a Eurodollar Loan, the rate per annum determined by the Administrative
Agent to be:


 


(a)          the
arithmetic average of the London Interbank Offered Rates for United States Dollar deposits 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 (being currently
the page designated as “LIBO”) at or about 11:00 A.M. (London time) two London Business Days before the first
day of such Interest Period; or


 



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(b)          if
no such page is available, the arithmetic mean of the rates 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 United States Dollar deposits of a duration equal to the duration of such Interest Period.


 


“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).


 


“Loan”:
each Initial Term Loan, Incremental Loan and Extended Loan; collectively, the “Loans”.


 


“Loan Documents”:
this Agreement, any Notes, the ABL/Term Loan Intercreditor Agreement, the Guarantee and Collateral 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.


 


“Loan Parties”:
the Borrower and the Subsidiary Guarantors; individually, a “Loan Party”.


 


“Management
Advances”: (1) loans or advances made to directors, 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 $5.0 million
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 $15.0 million 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 $5.0 million 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 $10.0 million, 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.


 



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“Management
Investors”: the 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.


 


“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.


 


“Material Adverse
Effect”: 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 or (b) the validity or enforceability as to any Loan Party
thereto of this Agreement or any of the other Loan Documents or the rights or remedies of the Agents and the Lenders under the
Loan Documents or with respect to the Collateral 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 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, polychlorinated biphenyls and urea-formaldehyde
insulation.


 


“Maturity Date”:
May 2, 2018.


 


“Maximum Incremental
Facilities Amount”: at any date of determination, an amount if, after giving effect to the Incurrence of such amount
(or on the date of the initial borrowing of such amount after giving pro forma effect to the Incurrence of the entire committed
amount of such amount), the Consolidated Secured Leverage Ratio shall not exceed 3.00 to 1.00 (as set forth in an officer’s
certificate of a Responsible Officer delivered to the Administrative Agent at the time of such Incurrence, together with calculations
demonstrating compliance with such ratio (it being understood that (A) if pro forma effect is given to the entire committed
amount of any such amount, such committed amount may thereafter be borrowed and reborrowed, in whole or in part, from time to time,
without further compliance with this clause and (B) for purposes of calculating the Consolidated Secured Leverage Ratio,
any such amount Incurred shall be treated as if such amount is Consolidated Secured Indebtedness, regardless of whether such amount
is actually secured)).


 



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“Minimum Exchange
Tender Condition”: as defined in Subsection 2.7(b).


 


“Minimum Extension
Condition”: as defined in Subsection 2.8(g).


 


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


 


“Mortgaged Fee
Properties”: the collective reference to each real property owned in fee by the Loan Parties listed on Schedule 5.8
or 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 Loan Party.


 


“Mortgages”:
each of the mortgages and deeds of trust, or similar security instruments executed and delivered by any Loan Party to 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 (4) 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).


 


“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 all Federal, state, provincial, foreign and local taxes required to be paid or to be
accrued as a liability under GAAP, as a consequence 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 Additional Obligations, Permitted Debt
Exchange Notes and Refinancing Indebtedness in respect of each of the foregoing) (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 without limitation 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 either 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.


 



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“Net Cash Proceeds”:
with respect to any issuance or sale of any securities of the Borrower or any Subsidiary by the Borrower or any Subsidiary, or
any capital contribution, or any Incurrence of Indebtedness, the cash proceeds of such issuance, sale, contribution or Incurrence
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 taxes paid or payable as a result thereof.


 


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


 


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


 


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


 


“Non-Extending
Lender”: as defined in Subsection 2.8(e).


 


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


 


“Notes”:
as defined in Subsection 2.2(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.


 


“Obligor”:
any purchaser of goods or services or other Person obligated to make payment to the Borrower or any of its Restricted Subsidiaries
(other than any Restricted Subsidiary that is not a Loan Party) in respect of a purchase of such goods or services.


 



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


 


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


 


“OID”:
as defined in Subsection 2.6(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, (b) the bylaws or operating agreement (or the
equivalent governing documents) of such Person and (c) any document (other than policy or procedural manuals or other similar
documents) setting forth the manner of election or duties of the directors or managing members of such Person (if any) and the
designation, amount or relative rights, limitations and preferences of any class or series of such Person’s Capital Stock.


 


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


 


“Other Representatives”:
Credit Suisse Securities (USA) LLC, RBC Capital Markets, UBS Securities LLC and Citigroup Global Markets Inc., in their capacities
as Joint Lead Arrangers and Joint Bookrunners, and Royal Bank of Canada and UBS Securities LLC, in their capacities as Syndication
Agents.


 


“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.


 


“Parent Entity”:
any Other Parent, and any other Person that is a Subsidiary of any Other Parent and of which the Borrower is a Subsidiary. As used
herein, “Other Parent” means a Person of which the Borrower becomes a Subsidiary after the Closing Date, 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.


 



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“Parent Expenses”:
(i) costs (including all professional fees and expenses) incurred by any Parent Entity 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 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) to the extent such intellectual property and
associated rights relate to the business or businesses of the Borrower or any Subsidiary thereof, (iii) indemnification
obligations of any Parent Entity 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), or obligations
in respect of director and officer insurance (including premiums therefor), (iv) other administrative and operational expenses
of any Parent Entity incurred in the ordinary course of business, and (v) fees and expenses incurred by any Parent Entity
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
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.


 


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


 


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


 


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


 


“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, any investment fund managed or controlled by CD&R and any special purpose vehicle established
by CD&R or by one or more of such investment funds.


 


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


 


“Permitted Debt
Exchange”: as defined in Subsection 2.7(a).


 


“Permitted Debt
Exchange Notes”: as defined in Subsection 2.7(a).


 


“Permitted Debt
Exchange Offer”: as defined in Subsection 2.7(a).


 



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“Permitted Holders”:
any of the following: (i) any of the CD&R Investors; (ii) any of the Management Investors, CD&R and their
respective Affiliates; (iii) 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; (iv) 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; (v) 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) or (iv) 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 (vi) 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 all payments of the Term Loans and other amounts required by, if applicable, and otherwise
complies with Subsection 8.8(a), 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 in contemplation of so becoming a Restricted Subsidiary);


 


(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 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(f);


 



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(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;


 


(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), or Capital Stock of any Parent
Entity, 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 $50.0 million
and 7.2% of Consolidated Total Assets;


 


(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,
which Investment is made in the ordinary course of business of such Captive Insurance Subsidiary, or by reason of applicable law,
rule, regulation or order, or that is required or approved by any regulatory authority having jurisdiction over such Captive Insurance
Subsidiary or its business, as applicable; and


 


(xviii)    other
Investments in an aggregate amount outstanding at any time not to exceed an amount equal to the greater of $50.0 million and 7.2%
of Consolidated Total Assets.


 



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If any Investment pursuant
to clause (xv) or (xviii) above, or Subsection 8.2(b)(vi), 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), as applicable.


 


“Permitted Liens”:


 


(a)          Liens
for taxes, assessments or other governmental charges 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 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 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, without limitation,
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 to others, 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(e),
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, 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 Capitalized 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 or sublicenses 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, (c) any Permitted Debt Exchange Notes (and any Refinancing Indebtedness in respect thereof) and (d)
any Additional Obligations (and any Refinancing Indebtedness in respect thereof), provided, that any Liens on Collateral
pursuant to this clause (k)(1) shall be subject to the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement
or an Other Intercreditor Agreement, (2) Indebtedness Incurred in compliance with clauses (b)(iv), (b)(v),
(b)(vii), (b)(viii), or clauses (b)(iii)(A) and (B) 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 Term Loan Facility Obligations and shall be subject to the Junior Lien Intercreditor Agreement or an Other Intercreditor Agreement,
(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 or (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 (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 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 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 that secure Indebtedness or other obligations
of such Unrestricted Subsidiary;


 


(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 (other
than any Indebtedness described in clause (k)(1) above of this definition) Incurred in respect of any Indebtedness 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;


 


(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) [reserved], (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, or (11)
arising in connection with repurchase agreements permitted under Subsection 8.1 on assets that are the subject of such repurchase
agreements;


 



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(q)          other
Liens securing obligations that do not exceed an amount equal to the greater of $35.0 million and 5.0% of Consolidated Total Assets
at any time outstanding; and


 


(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.


 


For purposes of determining
compliance with this definition, (x) 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), (y) 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 and (z) 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 Subsection 8.1(b)(i)(II) and the Maximum Incremental Facilities Amount (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 Subsection
8.1(b)(i)(II) and the Maximum Incremental Facilities Amount and the remainder of the Indebtedness as having been secured pursuant
to one or more of the other clauses of this definition.


 


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


 


“Person”:
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”:
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.


 


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


 



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“Preferred Stock”:
as applied to the Capital Stock of any corporation, 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.


 


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


 


“Projections”:
those financial projections included in the confidential information memoranda and related material prepared in connection with
the syndication of the Facility and provided to the Lenders on or about June 5, 2012.


 


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


 


“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.


 


“Qualifying
Lender”: as defined in Subsection 4.4(h)(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 Term Loans 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.


 


“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 any Loan Party giving rise to Net Available Cash to such Loan Party, as the case may be, in excess of $5.0 million,
to the extent that such settlement or payment does not constitute reimbursement or compensation for amounts previously paid by
the Borrower or any other Loan Party in respect of such casualty or condemnation.


 


“Reference Banks”:
Credit Suisse AG, Cayman Islands Branch, Royal Bank of Canada and Citigroup Global Markets Inc., or such additional or other banks
as may be appointed by the Administrative Agent and reasonably acceptable to the Borrower, provided that at any time the
maximum number of Reference Banks does not exceed six (6).


 


“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”:
the repayment, repurchase, prepayment or defeasance in full of Indebtedness to be Refinanced of the Borrower or any of its Subsidiaries,
together with the payment of all fees and other amounts owing thereon, the permanent cancellation of all commitments thereunder
and the rolling, termination, back-stopping, cash collateralization of or otherwise providing for, in a manner reasonably acceptable
to the Administrative Agent, all reimbursement obligations in respect of letters of credit issued pursuant thereto.


 


“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 and any Indebtedness existing on the Closing Date and set forth on Schedule 8.1 or Incurred
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 another
Restricted Subsidiary) including Indebtedness that refinances Refinancing Indebtedness; 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 equal to or greater than the final Stated
Maturity of the Indebtedness being refinanced (or, if shorter, the Maturity Date of the Initial Term Loans), (y) has a weighted
average life to maturity at the time such Refinancing Indebtedness is Incurred that is equal to or longer than the weighted average
life to maturity of the Indebtedness being refinanced (or, if shorter, the 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 Term Loan Facility 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, an aggregate issue price)
that is equal to or less than the sum of (x) the aggregate principal amount (or if issued with original issue discount,
the aggregate accreted value) then outstanding of the Indebtedness being refinanced, plus (y) fees, underwriting discounts,
premiums and other costs and expenses Incurred in connection with such Refinancing Indebtedness, (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, Permitted Debt
Exchange Notes or Term Loan Facility 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 if no Event of Default under Subsection 9.1(a) or
(f) is continuing), (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, (y) if the Indebtedness being refinanced
is secured by a Lien ranking junior to the Liens securing the Term Loan Facility 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 ranking junior to the Liens
securing the Term Loan Facility Obligations and (z) if the Indebtedness being refinanced constitutes Term Loan Facility
Obligations of the type described above in this clause (4), the Refinancing Indebtedness is incurred pursuant to (and evidenced
by) Additional Obligations Documents (without regard to clause (ii) of the definition of “Additional Obligations” if
no Event of Default under Subsection 9.1(a) or (f) is continuing) (and not this Agreement and the other Loan Documents).


 



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


 


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


 


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


 


“Regulation
S-X”: Regulation S-X promulgated by the United States Securities and Exchange Commission, 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.


 


“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, employees,
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 other than to another Parent Entity),
required to be paid by any Parent Entity 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 or
any Parent Entity), or being a holding company parent of the Borrower, any of its Subsidiaries or any Parent Entity or receiving
dividends from or other distributions in respect of the Capital Stock of the Borrower, any of its Subsidiaries or any Parent Entity,
or having guaranteed any obligations of the Borrower or any Subsidiary thereof, or having made 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 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) 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 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 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 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 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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“Reorganization”:
with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of
ERISA.


 


“Reportable
Event”: any of the events set forth in Section 4043(c) of ERISA, 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”:
other than in connection with a transaction involving a Change of Control, the prepayment in full of the Initial Term Loans by
the Borrower with the proceeds of secured term loans (including, without limitation, any new, amended or additional loans or Term
Loans under this Agreement, whether as a result of an amendment to this Agreement or otherwise), that are broadly marketed or syndicated
to banks and other institutional investors in financings similar to the Facility and having an effective interest cost or weighted
average yield (as determined prior to such prepayment by the Administrative Agent consistent with generally accepted financial
practice and, in any event, excluding any arrangement, structuring, syndication or commitment fees in connection therewith, and
excluding any performance or ratings based pricing grid that could result in a lower interest rate based on future performance,
but including any LIBOR Rate floor or similar floor that is higher than the then applicable LIBOR Rate) that is less than the interest
rate for or weighted average yield (as determined prior to such prepayment by the Administrative Agent on the same basis) of the
Initial Term Loans, including without limitation, as may be effected through any amendment to this Agreement relating to the interest
rate for, or weighted average yield of, the Initial Term Loans.


 


“Required Lenders”:
Lenders, the sum of whose outstanding Individual Lender Exposures represents a majority of the sum of the Individual Lender Exposures
at such time.


 


“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 Subsection 7.7 and without limiting the foregoing,
the general counsel of such Person and (d) with respect to ERISA matters, the senior vice president–human resources
(or substantial equivalent) 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.


 


“S&P”:
Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc., and its successors.


 


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


 


“SEC”:
the Securities and Exchange Commission.


 


“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 Person 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 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.


 



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“Senior ABL
Facility”: the collective reference to the Senior ABL Facility Agreement, any ABL Facility Documents, any notes and letters
of credit issued pursuant thereto and any guarantee and collateral agreement, patent and trademark 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 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 or financing agreements or otherwise, unless 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 the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering
the terms and conditions thereof.


 


“Senior ABL
Facility Agreement”: the Credit Agreement, dated as of October 20, 2009, among the Borrower, the Subsidiaries of the
Borrower party thereto from time to time, the lenders and other financial institutions party thereto from time to time and Wells
Fargo Capital Finance, LLC (formerly known as Wells Fargo Foothill, LLC), as administrative agent and co-collateral agent thereunder,
as amended pursuant to Amendment No. 1 to Loan and Security Agreement, dated as of December 3, 2010 and Amendment No. 2 to Loan
and Security Agreement, dated as of May 2, 2012, and as such agreement may be further amended, supplemented, waived or otherwise
modified from time to time or refunded, refinanced, restructured, replaced, renewed, repaid, increased 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 Facility Agreement or one or more other credit agreements or otherwise, unless
such agreement, instrument or other document expressly provides that it is not intended to be and is not a Senior ABL Facility
Agreement). Any reference to the Senior ABL Facility Agreement hereunder shall be deemed a reference to each Senior ABL Facility
Agreement then in existence.


 


“Set”:
the collective reference to Eurodollar 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 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 Discounted
Prepayment Amount”: as defined in Subsection 4.4(h)(iv)(1).


 



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“Solicited Discounted
Prepayment Notice”: an irrevocable written notice of the Borrower Solicitation of Discounted Prepayment Offers made pursuant
to Subsection 4.4(h)(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(h)(iv)(1).


 


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


 


“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 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” and “Subsidiary” 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
acquiring, selling, collecting, financing or refinancing Receivables, accounts (as defined in the Uniform Commercial Code as in
effect in any jurisdiction from time to time), other accounts and/or other receivables, and/or related assets.


 


“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.


 


“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 or (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, 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 acquiring,
selling, collecting, financing or refinancing Receivables, accounts (as defined in the Uniform Commercial Code as in effect in
any 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 (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(h)(ii)(1).


 


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


 


“Specified Discount
Prepayment Notice”: an irrevocable written notice of the Borrower Offer of Specified Discount Prepayment made pursuant
to Subsection 4.4(h)(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(h)(ii)(1).


 


“Specified Discount
Proration”: as defined in Subsection 4.4(h)(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 cash equity contribution to a 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 ten (10) 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 (4) fiscal
quarter period, there shall be at least two (2) fiscal quarters in respect of which no Specified Equity Contribution shall have
been made; (d) no more than four (4) 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, and such amount shall be added to Consolidated
EBITDA solely when calculating Consolidated EBITDA for purposes of determining compliance with Subsection 8.10.


 


“Specified Existing
Term Tranche”: as defined in Subsection 2.8(a).


 



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“Specified Representations”:
the representations set forth in the last sentence of Subsection 5.2 and Subsections 5.3(a), 5.4 (other than
the second sentence thereof), 5.5(c), 5.11, 5.13 (subject to the limitations set forth in the proviso to Subsection
6.1(a) and Subsection 6.1(h)), the first sentence of Subsection 5.14 and 5.21.


 


“Sponsor”:
CD&R.


 


“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 one billion Dollars 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.


 


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


 


“Submitted Discount”:
as defined in Subsection 4.4(h)(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 Term Loan Facility Obligations pursuant to a written agreement.


 


“Subsection
2.8 Additional Amendment”: as defined in Subsection 2.8(c).


 


“Subsidiary”:
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. 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”: each Domestic Subsidiary that is a Wholly Owned 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 terms and provisions thereof.


 



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“Subsidiary
Guaranty”: the guaranty of the Term Loan Facility Obligations of the Borrower under the Loan Documents provided pursuant
to the Guarantee and Collateral Agreement.


 


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


 


“Supplemental
Term Loan Commitments”: as defined in Subsection 2.6(a).


 


“Tax Sharing
Agreement”: any Tax Sharing Agreement entered into between the Borrower and any Parent Entity,
substantially in the form of Exhibit U, 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, 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 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 “A-1” 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 $250.0 million (or the foreign currency equivalent
thereof) and whose long term debt is rated at least “A” by S&P or “A-1” 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
with a term of not more than 30 days 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 270 days 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 one year 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 “A” by S&P or “A” 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 95.0%
of their assets in securities of the type described in clauses (i) through (vi) above (which funds may also hold reasonable amounts
of 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 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 Loan Facility
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 Term 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.


 


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


 


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


 


“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.


 


“Tranche”:
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 Commitments with the same terms and conditions made
on the same day, or (3) Extended Term Loans (of the same Extension Series).


 



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“Transactions”:
collectively, any or all of the following: (i) the entry into the Acquisition Agreement and the consummation of the
Acquisition, (ii) the entry into this Agreement and the Loan Documents and the Incurrence of Indebtedness thereunder,
(iii) the Refinancing, and (iv) all other transactions relating to any of the foregoing (including payment
of fees 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 Term Loan determined based on the interest option applicable thereto, with there being two Types of Term Loans hereunder,
namely ABR Loans and Eurodollar Loans.


 


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


 


“Underfunding”:
the excess of the present value of all accrued benefits under a Plan (based on those assumptions used to fund such Plan), determined
as of the most recent annual valuation date, over the value of the assets of such Plan allocable to such accrued benefits.


 


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


 


“Unrestricted
Cash”: 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 and its Restricted Subsidiaries prepared in accordance with GAAP
as of the end of the most recent four consecutive quarters 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 (excluding, however, proceeds from any Incurrence of Incremental Term Loans that are not (in the good faith
judgment of the Borrower) intended to be used for working capital purposes at the date of determination).


 



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“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 before and 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 (w) the Borrower could Incur at least $1.00 of
additional Indebtedness under Subsection 8.1(a) or (x) the Consolidated Coverage Ratio would be greater than it was
immediately prior to giving effect to such designation or (y) 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 (z) immediately before and 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).


 


“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
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.


 


1.2           Other
Definitional Provisions. 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.


 


(a)          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.


 


(b)          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”.


 



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(c)          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 Acquisition as if it 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.


 


(d)          [Reserved.]


 


(e)          Any
financial ratios, including any 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 (with a rounding-up
if there is no nearest number).


 


(f)          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.


 


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


 


SECTION
2


 


Amount and Terms
of Commitments


 


2.1           Initial
Term Loans. 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.


 


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 Commitment of each Lender shall terminate.


 



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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
will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A (each, as amended, supplemented,
replaced or otherwise modified from time to time, a “Note”), 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 up to and including the Maturity Date
(subject to reduction as provided in Subsection 4.4), on the dates 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
	Each March 31, June 30, September 30 and December 31 ending prior to the Maturity Date	 	0.25% of the aggregate principal amount of the aggregate initial principal amount of the Initial Term Loans on the Closing Date
	 	 	 
	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 9:00 A.M., New York City time, and shall be irrevocable after funding) on the Closing
Date specifying the amount of the Initial Term Loans to be borrowed. 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 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,
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.


 


2.4           [Reserved].


 



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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 such
Term Loan is denominated) for the account of each Lender the then unpaid principal amount of each Initial Term Loan of such Lender
made to the Borrower, on the Maturity Date (or such earlier date on which the Initial Term Loans become due and payable pursuant
to Section 9). The Borrower hereby further agrees to pay interest on the unpaid principal amount of such Initial Term Loans
from time to time outstanding from the date hereof 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, the Type thereof and each Interest Period 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.


 


(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           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, 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 request new
commitments under one or more new revolving facilities to be included in this Agreement (the “Incremental Revolving Commitments”),
and (iv) 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 and the Incremental Revolving Commitments, the “Incremental Commitments”),
provided that, (i) the aggregate amount of Incremental Commitments permitted pursuant to this Subsection 2.6 shall
not exceed, at the time the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence of Indebtedness
in connection therewith), the Maximum Incremental Facilities Amount and (ii) if any portion of an Incremental Commitment
is to be incurred in reliance on the definition of “Maximum Incremental Facilities Amount”, 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 ratio). Any loans made in respect of any such Incremental Commitment (other
than Supplemental Term Loan Commitments) shall be made by creating a new Tranche. Each Incremental Commitment made available pursuant
to this Subsection 2.6 shall be in a minimum aggregate amount of at least $15.0 million and in integral multiples of $5.0
million in excess thereof.


 



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(b)          Each
request from the Borrower pursuant to this Subsection 2.6 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 financial institution (any such bank or other financial institution, an “Additional Lender”);
provided that if such Additional 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 Incremental Revolving Commitment or Incremental Letter of Credit
Commitment) the consent of any swingline lender or issuing lender (in each case, such consent not to be unreasonably withheld or
delayed) shall be required (it being understood that any such Additional 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).


 


(c)          Supplemental
Term Loan Commitments shall become commitments under this Agreement pursuant to a supplement specifying the Term Loan Tranche to
be increased, executed by the Borrower and each increasing Lender substantially in the form attached hereto as Exhibit I-1
(the “Increase Supplement”) or by each Additional Lender substantially in the form attached hereto as Exhibit
I-2 (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 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.


 



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(d)          Incremental
Commitments (other than Supplemental Term Loan 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 and each Additional 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 2.6; provided, however, that (i) (A) the
Incremental Commitments 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 Initial Term Loans
(so long as any such Incremental Commitments (and related Obligations) are subject to any Junior Lien Intercreditor Agreement
or an Other Intercreditor Agreement), (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 Initial Term
Loans and (C) no Incremental Commitment Amendment may provide for (I) any Incremental Commitment or any Incremental Loans
to be secured by any Collateral or other assets of any Loan Party that do not also secure the Term Loans and (II) so long
as any Initial Term Loans are outstanding, any mandatory prepayment provisions that do not also apply to the Term Loans (other
than Incremental Term Loans secured on a junior basis by the Collateral or ranking junior in right of payment, which shall be
subject to junior prepayment provisions) on a pro rata basis (or otherwise provide for more favorable prepayment
treatment for the Initial Term Loans than such Incremental Term Loans as contemplated by the proviso appearing in Subsection
4.4(c)) (other than, in the case of any customary bridge financing, prepayments of such bridge financing from the issuance
of equity or other Indebtedness permitted hereunder), provided that (subject to clause (iii) below) any Incremental Term Loans
may provide for more favorable amortization payments than the Initial Term Loans, (ii) no Lender will be required to provide
any such Incremental Commitment unless it so agrees; (iii) the maturity date and the weighted average life to maturity
of such Incremental Term Loan Commitments shall be no earlier than or shorter than, as the case may be, the Maturity Date or the
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 for customary bridge financings, which, subject to customary conditions, 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 Initial Term Loans or the weighted average life to maturity of
the Initial Term Loans, as applicable); (iv) the interest rate margins and amortization schedule applicable to the loans
made pursuant to the Incremental Commitments shall be determined by the Borrower and the applicable Additional Lenders; provided
that in the event that the applicable interest rate margins for any term loans Incurred by the Borrower under any Incremental
Term Loan Commitment are higher than the applicable interest rate margin for the Initial Term Loans by more than 50 basis points,
then the Applicable Margin for the Initial Term Loans shall be increased to the extent necessary so that the applicable interest
rate margin for the Initial Term Loans is equal to the applicable interest rate margins for such Incremental Term Loan Commitment
minus 50 basis points; provided, further that, in determining the applicable interest rate margins for the Initial
Term Loans and the Incremental Term Loans, (A) original issue discount (“OID”) or upfront fees payable
generally to all participating Additional Lenders in lieu of OID (which shall be deemed to constitute like amounts of OID) payable
by the Borrower to the Lenders under the Initial Term Loans or any Incremental Term Loan in the initial primary syndication thereof
shall be included (with OID being equated to interest based on an assumed four-year life to maturity); (B) any arrangement,
structuring or other fees payable in connection with the Incremental Term Loans that are not shared with all Additional Lenders
providing such Incremental Term Loans shall be excluded; (C) any amendments to the Applicable Margin on the Initial Term
Loans that became effective subsequent to the Closing Date but prior to the time of such Incremental Term Loans shall also be
included in such calculations and (D) if the Incremental Term Loans include an interest rate floor greater than the interest
rate floor applicable to the 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 the Initial Term Loans shall be required, to the
extent an increase in the interest rate floor for the 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 the Initial Term Loans
shall be increased by such amount; (v) such Incremental Commitment Amendment may provide (1) for the inclusion,
as appropriate, of Additional Lenders in any required vote or action of the Required Lenders or of the Lenders of each Tranche
hereunder, (2) for class voting and other class protections for any additional credit facilities, (3) for the amendment
of the definitions of “Additional Obligations” 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 Maturity Date of
the Initial Term Loans and weighted average life to maturity of the Initial Term Loans to the extended maturity date and the weighted
average life to maturity of such Incremental Term Loans, as applicable, and (4) in the case of an Incremental Revolving
Commitment or an Incremental Letter of Credit Commitment, provide for adjustments to the definition of “Agent Default”,
“Defaulting Lender” protections and appropriate modifications to Subsection 2.8 to provide for “amend
and extend” mechanics for Incremental Revolving Commitments and Incremental Letter of Credit Commitments (and related Obligations),
in each case on terms as agreed by the Borrower, the Administrative Agent and the Lenders providing such Commitments (including
any swingline lender or issuing lender); and (vi) 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 (except to the extent permitted
by clause (iii), (iv) or (v) above), they shall be reasonably satisfactory to the Borrower and the Administrative Agent.


 



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2.7           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 equal 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.


 



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(b)          With
respect to all Permitted Debt Exchanges effected by the Borrower pursuant to this Subsection 2.7, (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 $15.0 million in aggregate principal amount of Term Loans, 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 2.7 and without conflict with Subsection 2.7(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.


 


(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
2.7(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 Securities Exchange Act of 1934, as amended.


 



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2.8           Extension
of Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of the 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”) be converted to extend the scheduled maturity
date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Term Tranche (any
such Existing Term Tranche which has been so extended, an “Extended Term Tranche” and the Term Loans of such
Tranche, the “Extended Term Loans” or “Extended Loans”) and to provide for other terms consistent
with this Subsection 2.8; provided that (i) any such request shall be made by the Borrower to all Lenders
with Term Loans 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), and (ii) any applicable Minimum Extension Condition shall be satisfied unless
waived by the Borrower. In order to establish any Extended Term 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 Term Tranche) (an “Extension
Request”) setting forth the proposed terms of the Extended Term Tranche to be established, which terms shall be identical
to those applicable to the Existing Term Tranche from which they are to be extended (the “Specified Existing Term Tranche”),
except (w) all or any of the final maturity dates of such Extended Term Tranches may be delayed to later dates than
the final maturity dates of the Specified Existing Term Tranche, (x) (A) the interest margins with respect to the
Extended Term Tranche may be higher or lower than the interest margins for the Specified Existing Term Tranche and/or (B)
additional fees may be payable to the Lenders providing such Extended Term 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, (y)
any optional or mandatory prepayment applicable to any Extended Term Tranche may be directed first to the prepayment of the Specified
Existing Term Tranche and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization
for the Specified Existing Term Tranche; provided that, notwithstanding anything to the contrary in this Subsection 2.8
or otherwise, (1) assignments and participations of Extended Term Tranches shall be governed by the same or, at the Borrower’s
discretion, more restrictive assignment and participation provisions applicable to Initial Term Loans set forth in Subsection
11.6, and (2) subject to clause (z) above, no repayment of Extended Term Tranches shall be permitted unless such repayment
is accompanied by an at least pro rata repayment of all earlier maturing Tranches (including Extended Term Tranches) (or all earlier
maturing Tranches (including Extended Term Tranches) shall otherwise be or have been terminated and repaid in full). No Lender
shall have any obligation to agree to have any of its Existing Term Loans converted into an Extended Term Tranche pursuant to any
Extension Request. Any Extended Term Tranche shall constitute a separate Tranche of Term Loans from the Specified Existing Term
Tranches and from any other Existing Term Tranches (together with any other Extended Term Tranches so established on such date).


 


(b)          The
Borrower shall provide the applicable Extension Request at least ten (10) Business Days prior to the date on which Lenders under
the applicable Existing Term Tranche or Existing Term Tranches are requested to respond. Any Lender (an “Extending Lender”)
wishing to have all or a portion of its Specified Existing Term Tranche converted into an Extended Term 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 Term Tranche that it has elected to convert into an Extended Term Tranche. In the event
that the aggregate amount of the Specified Existing Term Tranche subject to Extension Elections exceeds the amount of Extended
Term Tranches requested pursuant to the Extension Request, the Specified Existing Term Tranches subject to Extension Elections
shall be converted to Extended Term Tranches on a pro rata basis based on the amount of Specified Existing Term Tranches included
in each such Extension Election. In connection with any extension of Term Loans pursuant to this Subsection 2.8 (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
2.8.


 



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(c)          Extended
Term 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, amortization or prepayments referenced
in clauses (w) through (z) of Subsection 2.8(a) and (ii) the definitions of “Additional Obligations”
and “Refinancing Indebtedness” and Subsection 8.8(b) to amend the maturity date and the weighted average life
to maturity requirements, from the Maturity Date of the Initial Term Loans and weighted average life to maturity of the Initial
Term Loans to the extended maturity date and the weighted average life to maturity of such Extended Term Tranche, as applicable,
and which, in each case, except to the extent expressly contemplated by the third to last sentence of this Subsection 2.8(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 Term Tranches established thereby) executed by the Loan Parties, the Administrative
Agent, and the Extending Lenders. No Extension Amendment shall provide for any Extended Term Tranche in an aggregate principal
amount that is less than $15.0 million. Notwithstanding anything to the contrary in this Agreement and without limiting the generality
or applicability of Subsection 11.1 to any Subsection 2.8 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 2.8 Additional Amendment”) to this Agreement and the other Loan Documents; provided that
such Subsection 2.8 Additional Amendments do not become effective prior to the time that such Subsection 2.8 Additional Amendments
have been consented to (including, without limitation, pursuant to consents applicable to holders of any Extended Term 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 2.8 Additional Amendments to become effective in accordance with Subsection 11.1; provided,
further, that no Extension Amendment may provide for any Extended Term Tranche to be secured by any Collateral or other
assets of any Loan Party that does not also secure the Existing Term Tranches. 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 2.8 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
2.8 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 such Extension Amendment, this Agreement as amended
thereby, 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 Term 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 Term Tranche of each Extending Lender, the aggregate principal amount of such Specified Existing Term Tranche
shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Term Tranche so converted by such Lender
on such date, and such Extended Term Tranches shall be established as a separate Tranche from the Specified Existing Term Tranche
and from any other Existing Term Tranches (together with any other Extended Term 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 Term Loans so assigned shall be paid in full by the
assignee Lender 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 Term Loans, in
whole or in part, subject to Subsection 4.12, without premium or penalty. In connection with any such replacement under
this Subsection 2.8, 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 Term Loans so assigned
shall be paid in full by the assignee Lender 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 Term Loans deemed to be an Extended Term Loan under the applicable Extended Term Tranche on any date (each date a “Designation
Date”) prior to the maturity date of such Extended Term Tranche; provided that (i) 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) and (ii) except as set forth in
Subsection 2.8(c), no more than three Designation Dates may occur in any one year period without the written consent of
the Administrative Agent. Following a Designation Date, the Existing Term Loans held by such Lender so elected to be extended will
be deemed to be Extended Term Loans of the applicable Extended Term Tranche, and any Existing Term Loans held by such Lender not
elected to be extended, if any, shall continue to be “Existing Term Loans” of the applicable Tranche.


 



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(g)          With
respect to all Extensions consummated by the Borrower pursuant to this Subsection 2.8, (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 Term Loans of any or all applicable Tranches be extended. The Administrative Agent and the Lenders hereby
consent to the transactions contemplated by this Subsection 2.8 (including, for the avoidance of doubt, payment of any interest,
fees or premium in respect of any Extended Term 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, without limitation, 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
2.8.


 


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)          If
all or a portion of (i) the principal amount of any Term 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%
and (y) in the case of overdue interest, the rate that would be otherwise applicable to principal of the related Term Loan
pursuant to the relevant foregoing provisions of this Subsection 4.1 (other than clause (x) above) 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 (as well after as before judgment).


 



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(d)          Interest
shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to clause (c) of this
Subsection 4.1 shall be payable from time to time on demand.


 


(e)          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 to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative
Agent irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days prior to such election. The
Borrower may elect from time to time to convert outstanding Term Loans of a given Tranche from ABR Loans to Eurodollar Loans, by
the Borrower giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time at least
three Business Day prior to such election. Any such notice of conversion to Eurodollar 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 outstanding Eurodollar Loans or ABR 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 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 Term Loan may
be converted into a Eurodollar Loan after the date that is one month prior to the Maturity Date.


 


(b)          Any
Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower
giving the Administrative Agent irrevocable notice of such continuation prior to 1:00 P.M., New York City time three Business Days
prior to such continuation, including the length of the next Interest Period to be applicable to such Eurodollar Loan, determined
in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 1.1,
provided that no Eurodollar 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 either the Maturity Date, and provided, further, that 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 shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.
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.


 



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4.3           Minimum
Amounts; Maximum Sets. All borrowings, conversions and continuations of Term 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 comprising each Set shall be equal to $1.0 million or a whole multiple of $250,000 in
excess thereof and so that there shall not be more than 7 Sets at any one time outstanding.


 


4.4           Optional
and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay the Term Loans made to it, 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 three Business Days prior to the date
of prepayment (in the case of Eurodollar Loans), or prior to 1:00 P.M., New York City time at least one Business Day prior to the
date of prepayment (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 or 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 $500,000; 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 second anniversary of the Closing Date
in connection with a Repricing Transaction shall be accompanied by the payment of the fee required by Subsection 4.5(b).


 



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(b)          (i)
The Borrower shall, in accordance with Subsection 4.4(c), 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 Indebtedness for borrowed money (excluding Indebtedness permitted pursuant to Subsection 8.1),
the Borrower shall, in accordance with Subsection 4.4(c), prepay the Term Loans in an amount equal to 100.0% of the Net
Cash Proceeds thereof minus the portion of such Net Cash Proceeds applied (to the extent Borrower or any of its Subsidiaries
is required by the terms thereof) to prepay, repay or purchase other Indebtedness that is pari passu with the Term Loan Facility
Obligations on a 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(d), and (iii)
the Borrower shall, in accordance with Subsection 4.4(c), prepay the Term Loans within 120 days following the last day of
the immediately preceding Fiscal Year (commencing with the Fiscal Year ending on or about November 3, 2013) (each, an “ECF
Payment Date”), in an amount equal to (A)(1) 75.0% (as may be adjusted pursuant to the last proviso of
this clause (iii)) of the Borrower’s Excess Cash Flow for such Fiscal Year minus (2) the sum of (w)
the aggregate principal amount of Term Loans (including Incremental Term Loans) and Incremental Revolving Loans to the extent accompanied
by a corresponding permanent Incremental Revolving Commitment reduction prepaid pursuant to Subsection 4.4(a) during such
Fiscal Year (which, in any event, shall not include any designated prepayment pursuant to clause (x) below), (x) the aggregate
principal amount of Term Loans (including Incremental Term Loans) and Incremental Revolving Loans to the extent accompanied by
a corresponding permanent Incremental Revolving Commitment reduction prepaid pursuant to Subsection 4.4(a) 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(b)(iii) (provided that no prepayments made pursuant to Subsection 4.4(h)
or the other clauses of this Subsection 4.4(b) shall be so designated), (y) any ABL Facility Loans prepaid to the
extent accompanied by a corresponding permanent commitment reduction under the Senior ABL Facility during such Fiscal Year (which,
in any event, shall not include any designated prepayment pursuant to clause (z) below), and (z) the aggregate principal
amount of ABL Facility Loans prepaid to the extent accompanied by a corresponding permanent commitment reduction under the Senior
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(b)(iii) (provided that no prepayments
made pursuant to the other clauses of this Subsection 4.4(b) shall be so designated), in each case, excluding prepayments
funded with proceeds from the Incurrence of long-term Indebtedness (including a revolving credit facility) (the amount described
in this clause (A), the “ECF Prepayment Amount”) minus (B) the portion of such ECF Prepayment
Amount applied (to the extent Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase
other Indebtedness that is pari passu with the Term Loan Facility Obligations on a pro rata basis with the Term Loans; provided
that such percentage in clause (1) above shall be reduced to (x) 50% if the Consolidated Total Leverage Ratio as of the
last day of the immediately preceding Fiscal Year was less than 2.50:1.00 and equal to or greater than 2.25:1.00, (y) 25%
if the Consolidated Total Leverage Ratio as of the last day of the immediately preceding Fiscal Year was less than 2.25:1.00 and
equal to or greater than 2.00:1.00 and (z) 0% if the Consolidated Total Leverage Ratio as of the last day of the immediately
preceding Fiscal Year was less than 2.00:1.00. Nothing in this Subsection 4.4(b) shall limit the rights of the Agents and
the Lenders set forth in Section 9.


 


(c)          Subject
to the last sentence of Subsection 4.4(d) and Subsection 4.4(g), each prepayment of Term Loans pursuant to Subsection
4.4(b) shall be allocated pro rata among the Initial Term Loans, the Incremental Term Loans and the Extended 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) and (b) shall be applied
within each 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).


 



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(d)          The
Borrower shall give notice to the Administrative Agent of any mandatory prepayment of the Term Loans (x) pursuant to Subsection
4.4(b)(iii), three Business Days prior to the date on which such payment is due and (y) pursuant to Subsection 4.4(b)(i)
or (ii), 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(b)(i), on or before the date specified in Subsection 8.4(b) and (ii) in the case
of mandatory prepayments pursuant to Subsection 4.4(b)(ii) or (iii), on or before the date specified in Subsection
4.4(b)(ii) or (iii), as the case may be (each, a “Prepayment Date”). 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(d)). 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 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 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 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.


 


(e)          Amounts
prepaid on account of Term Loans pursuant to Subsection 4.4(a), (b) or (h) may not be reborrowed.


 


(f)          Notwithstanding
the foregoing provisions of this Subsection 4.4, if at any time any prepayment of the Term Loans pursuant to Subsection
4.4(a) or (b) 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 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 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 such earlier date or dates as shall be requested by the Borrower) or (ii) make a prepayment of the Term Loans
in accordance with Subsection 4.4(a) 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 (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 shall continue to bear interest in accordance with Subsection 4.1
until such unpaid Eurodollar Loans or the related portion of such Eurodollar Loans, as the case may be, have or has been prepaid.
In addition, if the Borrower reasonably determines in good faith that any amounts attributable to Foreign Subsidiaries that are
required to be applied to prepay Term Loans pursuant to Subsection 4.4(b) would result in material adverse tax consequences
to the Borrower or any of its Restricted Subsidiaries, then the Borrower shall not be required to prepay such amounts as required
thereunder; provided that the Borrower shall take commercially reasonable actions to permit repatriation of the proceeds
subject to such prepayments in order to effect such prepayments without incurring material adverse tax consequences.


 



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(g)          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 2.6 and 2.8,
as applicable, or pursuant to any other credit or letter of credit facility added pursuant to Subsection 2.6 or 11.1(e).


 


(h)          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(h); provided that the Borrower shall not initiate any action under this Subsection 4.4(h) 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 (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. 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 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 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 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(h) 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’ 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 amount not less than $5.0 million and whole increments
of $500,000, 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 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(h)(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(h)(vi) below (subject to Subsection 4.4(h)(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’ 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 amount not less than $5.0 million and whole increments of $500,000, 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
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(h)(iii). The Borrower agrees to accept on the Discount Range Prepayment Response Date all Discount Range
Prepayment Offers received by 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(h)(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 Discounted 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 such Borrower on the Discounted
Prepayment Effective Date in accordance with Subsection 4.4(h)(vi) below (subject to Subsection 4.4(h)(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’ 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 amount not less than $5.0 million and whole increments
of $500,000, 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 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 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. 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.


 


(3)         Based
upon the Acceptable Discount and the Solicited Discounted Prepayment Offers received by 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(h)(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 will prepay outstanding Term Loans pursuant
to this Subsection 4.4(h)(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(h)(vi) below (subject to Subsection
4.4(h)(x) below).


 



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(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.


 


(vi)        Payment.
If any Term Loan is prepaid in accordance with Subsections 4.4(h)(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 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(h) 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(h) 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(h)(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(h) as if made
at par. It is also understood and agreed that prepayments pursuant to this Subsection 4.4(h) 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(h), 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(h), 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 Administrative Agent may perform
any and all of its duties under this Subsection 4.4(h) 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(h)
as well as to activities of the Administrative Agent in connection with any Discounted Term Loan Prepayment provided for in this
Subsection 4.4(h).


 


(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 Payment 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(h) 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(h) shall not (i) require the Borrower to undertake any prepayment pursuant to
this Subsection 4.4(h) 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 fourth
paragraph under the heading “Term Loan Facility Fees” of the Fee Letter.


 


(b)          If
on or prior to the second anniversary of the Closing Date the Borrower (x) makes an optional prepayment in full of the Initial
Term Loans pursuant to a Repricing Transaction, (y) effects any amendment of this Agreement (including in connection with
any refinancing transaction permitted under Subsection 11.6(g) to replace the Loans or Commitments under any Facility or
Tranche) that results in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of
each Lender, (I) in the case of clause (x) above, a prepayment premium of (1) if such prepayment occurs on or prior
to the first anniversary of the Closing Date, 2.0% of the aggregate principal amount of Initial Term Loans being prepaid and (2)
if such prepayment occurs after the first anniversary of the Closing Date and on or prior to the second anniversary of the Closing
Date, 1.0% of the aggregate principal amount of Initial Term Loans being prepaid and (II) in the case of clause (y) above,
a prepayment premium of (1) if such amendment is effected on or prior to the first anniversary of the Closing Date, 2.0%
of the aggregate principal amount of Initial Term Loans outstanding immediately prior to such amendment and (2) if such
amendment is effected after the first anniversary of the Closing Date and on or prior to the second anniversary of the Closing
Date, 1.0% of the aggregate principal amount of Initial Term Loans outstanding immediately prior to such amendment. If on or prior
to the second 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 Loans or Commitments under any Facility or Tranche) that results in a Repricing Transaction, such Lender (and not
any Person who replaces such Lender pursuant to Subsection 11.1(g)) shall receive its pro rata portion (as determined immediately
prior to it being so replaced) of the prepayment premium described in the preceding sentence.


 


4.6           Computation
of Interest and Fees. (a) Interest (other than interest based on the Base Rate) shall be calculated on the basis of a 360-day
year for the actual days elapsed; and interest based on the Base Rate 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 Term 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.


 



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(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.


 


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”), the Administrative Agent shall give telecopy or telephonic
notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (a) any Eurodollar
Loans 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 and (b) any Term Loans that were to have been converted on the first day
of such Interest Period to or continued as Eurodollar Loans the rate of interest applicable to which is based upon the Affected
Eurodollar Rate shall be converted to or continued as ABR Loans. Until such notice has been withdrawn by the Administrative Agent,
no further Eurodollar Loans the rate of interest applicable to which is based upon the Affected Eurodollar Rate shall be made or
continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans, the rate of interest applicable
to which is based upon the Affected Eurodollar Rate.


 


4.8           Pro
Rata Treatment and Payments. (a) Except as expressly otherwise provided herein, each payment (including each prepayment, but
excluding payments made pursuant to Subsection 2.7, 2.8, 4.9, 4.10, 4.11, 4.12, 4.13(d),
11.1(g) or 11.6) by the Borrower on account of principal of and interest on any Term Loans of a given Tranche (other
than (x) any payments pursuant to Subsection 4.4(b) to the extent declined by any Lender in accordance with Subsection
4.4(d) and (y) any payments pursuant to Subsection 4.4(h) which shall be allocated as set forth in Subsection
4.4(h)) shall be allocated by the Administrative Agent pro rata according to the respective outstanding principal amounts of
such Term Loans then held by the respective Lenders. All payments (including prepayments) to be made by the Borrower hereunder,
whether on account of principal, interest, fees 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 Term Loans, 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 in immediately available funds. 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 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) 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 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 2.6 and 2.8, as applicable.


 



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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 the daily average Federal Funds Effective Rate 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, 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 on the Closing Date.


 


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 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 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 when an Affected Loan is requested and (c) such Lender’s Loans then outstanding as Affected Loans, if any, shall
be converted automatically to ABR Loans 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. 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 compliance by any Lender 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):


 


(i)          shall
subject such Lender to any Tax of any kind whatsoever with respect to any Eurodollar Loans made or maintained by it or its obligation
to make or maintain Eurodollar 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 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 hereunder; or


 


(iii)        shall
impose on such Lender any other condition (excluding any Tax of any kind whatsoever);


 


and the result of any of the foregoing
is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing
or maintaining Eurodollar Loans 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, 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; provided that, in any such case, the Borrower may elect to convert the Eurodollar
Loans made by such Lender hereunder to ABR Loans by giving the Administrative Agent at least one Business Day’s 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 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. 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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(b)          If
any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in
the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request
or directive regarding capital adequacy (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
corporation’s capital as a consequence of such Lender’s obligations hereunder to a level below that which such Lender
or such corporation could have achieved but for such change or compliance (taking into consideration such Lender’s or such
corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time
to time, within ten Business Days after submission by such Lender 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 corporation and a reasonably detailed explanation
of the calculation thereof, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender
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, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error.
This covenant shall survive the termination of this Agreement and the payment of the Term Loans and all other amounts payable hereunder.


 


(c)          Notwithstanding
anything herein to the contrary, (i) 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 (ii) all requests, rules, guidelines or
directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor
or similar 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, promulgated 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, 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) or (d) 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 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 duly completed copies of Internal Revenue Service Form
W-8BEN (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 Form 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 United States 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 copies of any such form or certification 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 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


 



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(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 or any Parent Entity 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;


 


(2)         deliver
to the Borrower on or before the date of any payment by the Borrower with a copy to 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 copies of Internal Revenue Service Form W-8BEN, 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 copies of such form or certificate 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,


 



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(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 copies of Internal Revenue Service
Form W-8IMY and, if any beneficiary or member of such Lender is claiming the so-called “portfolio interest exemption”,
(I) represent to the Borrower and the Administrative Agent that 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 or any Parent Entity 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 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


 


(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 duly completed copies of Internal Revenue Service Form
W-8BEN (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), Form W-8ECI or Form 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 United States 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 or any Parent
Entity 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 copies of Internal Revenue Service Form
W-8BEN, 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 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;


 



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(2)         deliver
to the Borrower and the Administrative Agent two further copies of any such 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


 


(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 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 duly completed copies
of Internal Revenue Service Form W-9, or successor 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 duly completed copies of Internal Revenue Service Form W-8ECI, or successor applicable form, with
respect to any amounts payable to the Administrative Agent for its own account, (B) two duly completed copies of Internal
Revenue Service Form 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)) or (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 United States federal
income taxes;


 



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(ii)         deliver
to the Borrower two further copies of any such form or certification 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


 


(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.


 


(e)          If
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA, 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 that such Lender has complied with 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.


 


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 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 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 after the Borrower has given a notice thereof
in accordance with the provisions of this Agreement, (c) the making of a payment or prepayment of Eurodollar Loans or the
conversion of Eurodollar Loans on a day which is not the last day of an Interest Period with respect thereto or (d) the
revocation of a redemption notice in respect of Eurodollar Loans delivered by the Borrower in accordance with the provisions of
Subsection 4.4(a). 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 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), (c) or (d) 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 or commitments to make ABR Loans, 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 Term Loans 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 or commitments to make ABR
Loans, 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 Term Loan, in whole or in part, at an aggregate price no
less than such Term Loan’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 Term
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 Term 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 Term 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 Term 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.


 


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 Borrowing Date
thereafter, 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, and on every Borrowing Date thereafter to the Administrative Agent
and each Lender that:


 


5.1           Financial
Condition. (a) (i) The audited consolidated balance sheets of the Borrower and its Subsidiaries as of October 30, 2011,
October 31, 2010 and November 1, 2009 and the related consolidated statements of operations, equity and cash flows for the Fiscal
Years ended October 30, 2011, October 31, 2010 and November 1, 2009, reported on by and accompanied by unqualified reports from
Ernst & Young LLP, and (ii) the unaudited consolidated balance sheets of the Borrower and its Subsidiaries and the related
consolidated statements of operations, equity and cash flows for the fiscal quarters ended January 29, 2012 and April 29, 2012
present fairly, in all material respects, the consolidated financial condition as at such dates, and the consolidated statements
of operations and consolidated cash flows for the respective periods then ended, of the Borrower and its Subsidiaries. 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). Except as disclosed on Schedule 5.1, during the period from October 30, 2011 to and including the Closing Date,
except as provided in or permitted under the Acquisition Agreement or in connection with the Transactions, there has been no sale,
transfer or other disposition by the Borrower and its Subsidiaries of any material part of its business or property and no purchase
or other acquisition by the Borrower and its Subsidiaries of any business or property (including any Capital Stock of any other
Person) which in either case is material in relation to the consolidated financial condition of the Borrower and its Subsidiaries,
taken as a whole, which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been
disclosed in writing to the Lenders on or prior to the Closing Date.


 



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(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
pro forma balance sheet and statements of operations of the Borrower and its Subsidiaries, copies of which have heretofore been
furnished to each Lender, are the balance sheet and statements of operations of the Borrower and its Subsidiaries as of April 29,
2012, adjusted to give effect (as if such events had occurred on such date for purposes of the balance sheet and on May 2, 2011,
for purposes of the statement of operations), to the consummation of the Transactions, and the Extensions of Credit hereunder on
the Closing Date.


 


(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. As of the Closing Date, except as disclosed in Section 4.8 of the Company Disclosure Letter (as defined in
the Acquisition Agreement), since June 30, 2011, no Acquisition Agreement Material Adverse Effect shall have occurred. 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). Since April 29, 2012, except as otherwise permitted under this Agreement, no dividends or other distributions have been
declared, paid or made upon the Capital Stock of the Borrower, nor has any of the Capital Stock of the Borrower been redeemed,
retired, purchased or otherwise acquired for value by the Borrower or any of its Subsidiaries. As of the Closing Date, after giving
effect to the consummation of the Transactions to be consummated on the Closing Date, the Borrower, together with its Subsidiaries
on a consolidated basis, is Solvent.


 


5.3           Corporate
Existence; Compliance with Law. Each of the Loan Parties (a) is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation, (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 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 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.


 



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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).


 


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 Term Loan Facility 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.


 


5.6           No
Material Litigation. No litigation, investigation or proceeding of 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.


 



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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, and good title to, or a valid leasehold interest in, all its other material property,
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 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, or has the legal right to use, all United States and foreign
patents, patent applications, trademarks, trademark applications, trade names, copyrights, technology, know-how and processes necessary
for each of them to conduct its business as currently conducted (the “Intellectual Property”) except for those
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, 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, nor does the Borrower know of any such claim, and, to the knowledge of the Borrower, the use of such Intellectual
Property by the Borrower and its Restricted Subsidiaries does not infringe on the rights of any Person, except for such claims
and infringements which in the aggregate, would not be reasonably expected to have a Material Adverse Effect.


 


5.10         Taxes.
To the knowledge of the Borrower, (1) each of the Borrower and 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 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 without limitation, 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.


 



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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 Reorganization or 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); (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 legal, 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) the actions specified
in Schedule 3 to the Guarantee and Collateral Agreement have been duly taken, (b) all applicable Instruments, Chattel Paper
and Documents (each as described therein) a security interest in which is perfected by possession have been delivered to, and/or
are in the continued possession of, the Collateral Agent, (c) all Deposit Accounts and Pledged Stock (each as defined in
the Guarantee and Collateral Agreement) a security interest in which is required to be or is 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
or the Administrative Agent, as agent for the Collateral Agent and as directed by the Collateral Agent, 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 compliance is otherwise had with the formal requirements of state or local
law applicable to the recording of real property mortgages generally, the security interests and liens granted pursuant thereto
shall constitute (to the extent described therein and with respect to the Mortgages, 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.


 


5.14         Investment
Company Act; Other Regulations. The Borrower is not an “investment company”, or a company “controlled”
by 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 Refinancing and the other Transactions, and to pay certain fees and expenses relating thereto and (ii) in the
case of all other Term Loans, to finance the working capital, capital expenditures, business requirements and other general corporate
purposes of the Borrower and its Restricted Subsidiaries.


 


5.17         Environmental
Matters. Other than as disclosed on Schedule 5.17 or exceptions to any of the following that 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 reasonably expect to timely obtain without material expense all such Environmental Permits required for planned operations;
(iii) are, and within the period of all applicable statutes of limitation have been, in compliance with all of their Environmental
Permits; and (iv) believe they will be able to maintain compliance with Environmental Laws, including any reasonably foreseeable
future requirements thereof.


 



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(b)          Materials
of Environmental Concern have not been transported, disposed of, emitted, discharged, or otherwise released or threatened to be
released, to or at any real property presently or 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 real property owned by the Borrower or any of its Restricted Subsidiaries that is part of the Collateral.


 


(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 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 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 Closing Date of all insurance that is (a) maintained
by the Loan Parties 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.
As of the Closing Date, (a) the Borrower and its Restricted Subsidiaries are in compliance with the Uniting and Strengthening
of America by Providing the Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 and (b) none
of the Borrower and its Restricted Subsidiaries is a person on the list of “Specially Designated Nationals and Blocked Persons”
or subject to the limitations and prohibitions under any other U.S. Department of Treasury’s Office of Foreign Asset Control
regulation or executive order, in each case, except as would not reasonably be expected to have a Material Adverse Effect.


 


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 the following Loan Documents, executed and delivered as required below:


 


(i)          this
Agreement, executed and delivered by a duly authorized officer of the Borrower;


 


(ii)         the
Guarantee and Collateral Agreement, executed and delivered by a duly authorized officer of the Borrower and each Wholly Owned Subsidiary
that is a Domestic Subsidiary (other than any Excluded Subsidiary) of the Borrower, and an Acknowledgement and Consent in the form
attached to the Guarantee and Collateral Agreement, executed and delivered by each Issuer (as defined therein), if any, that is
not a Loan Party; and


 



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(iii)        the
Intercreditor Agreement Amendment, acknowledged by a duly authorized officer of each Loan Party;


 


provided that, clause
(ii) above notwithstanding, but without limiting the requirements set forth in Subsections 6.1(h) and (i), to the
extent any Collateral is not provided on the Closing Date and to the extent the Borrower and its Subsidiaries have used commercially
reasonable efforts to provide such Collateral, the provisions of clause (ii) 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 Subsection 7.13,
if, and only if, each Loan Party shall have executed and delivered the Guarantee
and Collateral Agreement and the Administrative Agent shall have perfected security interest in all Collateral of the type for
which perfection may be accomplished by filing a UCC financing statement or possession of Capital Stock of Domestic Subsidiaries.


 


(b)          Acquisition
Agreement. The Acquisition shall be consummated substantially concurrently with the initial funding of the Initial Term Loans
in accordance with the terms of the Acquisition Agreement, without giving effect to any modifications, amendments, express waivers
or express consents thereto that are materially adverse to the Lenders without the reasonable consent of the Lead Arrangers (it
being understood and agreed that any reduction in the purchase price payable in respect of the Acquisition as contemplated under
the Acquisition Agreement shall not be deemed to be materially adverse to the Lenders but any resulting reduction in cash uses
shall be allocated 100.0% to a reduction of the principal amount of the Facility).


 


(c)          [Reserved.]


 


(d)          Outstanding
Indebtedness. After giving effect to the consummation of the Transactions, the Borrower and its Subsidiaries shall have no
outstanding Indebtedness for borrowed money, held by third parties, except for indebtedness incurred under the Facility, Indebtedness
incurred under the Senior ABL Facility, Indebtedness that has been redeemed, released, defeased or otherwise discharged (or irrevocable
notice for redemption thereof has been given) and any Assumed Indebtedness and any Existing Capitalized Lease Obligations. Any
Indebtedness to be Refinanced shall have been repaid, defeased or otherwise discharged (or irrevocable notice for redemption thereof
has been given) substantially concurrently with or prior to the satisfaction of the other conditions precedent set forth in this
Subsection 6.1 and the Administrative Agent shall have received a customary payoff letter with respect to Indebtedness incurred
under the Existing Credit Agreement.


 



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(e)       Financial
Information. The Committed Lenders shall have received (i) audited consolidated balance sheets and related statements
of operations, equity and cash flows of the Borrower and its Subsidiaries for the three Fiscal Years ended October 30, 2011, October
31, 2010 and November 1, 2009, (ii) unaudited consolidated balance sheets and related statements of operations, equity
and cash flows for the Borrower and its Subsidiaries for each subsequent fiscal quarter after October 30, 2011 ended at least 45
days prior to the Closing Date, (iii) unaudited consolidated balance sheets and related statements of income, stockholders’
equity and cash flows of the Acquired Business and its subsidiaries for each fiscal quarter ended after June 30, 2011 and at least
45 days before the Closing Date and (iv) an unaudited pro forma consolidated balance sheet and related statement of operations
of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-quarter fiscal period
ended at least 45 days prior to the Closing Date, in each case adjusted to give effect to the Transactions as if the Transactions
had occurred as of such date (in the case of the balance sheet) or at the beginning of such period (in the case of such statement
of operations).


 


(f)        Legal
Opinions. The Administrative Agent shall have received the following executed legal opinions:


 


(i)          executed
legal opinion of Debevoise & Plimpton LLP, counsel to the Borrower and the other Loan Parties;


 


(ii)         executed
legal opinions of Richards, Layton & Finger, P.A., special Delaware counsel to certain of the Loan Parties;


 


(iii)        executed
legal opinions of Holland & Hart LLP, special Nevada counsel to certain of the Loan Parties; and


 


(iv)        executed
legal opinions of Bracewell & Guiliani LLP, special Texas counsel to certain of the Loan Parties.


 


(g)       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, with appropriate insertions and attachments.


 


(h)       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/Term Loan Intercreditor Agreement); and all
documents, instruments, filings, recordations and searches 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 of the Initial Term Loans 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 Capital Stock of Domestic Subsidiaries, 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).


 



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(i)          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.


 


(j)          [Reserved].


 


(k)          Fees.
(i) The Committed Lenders, 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 Facility) and (ii) the Administrative
Agent, for the ratable benefit of each Lender as of the Closing Date, shall have received an initial yield payment equal to 5.0%
of the aggregate principal amount of the Initial Term Loans held by such Lender as of the Closing Date, with such payment to be
earned by, and payable to, each such Lender on the Closing Date (which may be offset against the proceeds of the Facility).


 


(l)          Secretary’s
Certificate. The Administrative Agent shall have received a certificate from each Loan Party, dated the Closing Date, substantially
in the form of Exhibit F hereto, with appropriate insertions and attachments reasonably satisfactory in form and substance
to the Administrative Agent, executed by a Responsible Officer and the Secretary or any Assistant Secretary or other authorized
representative of such Loan Party.


 


(m)          Corporate
Proceedings of the Loan Parties. The Administrative Agent shall have received a copy of the resolutions or equivalent action,
in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors of each Loan Party authorizing,
as applicable, (i) the execution, delivery and performance of this Agreement, any Notes and the other Loan Documents to which it
is or will be a party as of the Closing Date, (ii) the Extensions of Credit to such Loan Party (if any) contemplated hereunder
and (iii) the granting by it of the Liens to be created pursuant to the Security Documents to which it will be a party as of the
Closing Date, certified by the Secretary, any Assistant Secretary or other authorized representative of such Loan Party as of the
Closing Date, which certificate shall be in substantially the form of Exhibit F hereto and shall state that the resolutions
or other action thereby certified have not been amended, modified (except as any later such resolution or other action may modify
any earlier such resolution or other action), superseded or revoked in any respect and are in full force and effect as of the Closing
Date.


 



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(n)          Incumbency
Certificates of the Loan Parties. The Administrative Agent shall have received a certificate of each Loan Party, dated as of
the Closing Date, as to the incumbency and signature of the officers or other authorized signatories of such Loan Party executing
any Loan Document with respect to such Loan Party on the Closing Date.


 


(o)          Governing
Documents. The Administrative Agent shall have received copies of the Organizational Documents of each Loan Party, in each
case certified as of the Closing Date as true, correct and complete copies (as amended through the Closing Date) by (if applicable)
the Secretary of State and Secretary or other authorized representative of such Loan Party and a certificate of good standing of
each Loan Party in the state of organization of such Loan Party, in so-called “long-form” if available.


 


(p)          No
Acquisition Agreement Material Adverse Effect. Except as disclosed in Section 4.8
of the Company Disclosure Letter (as defined in the Acquisition Agreement), since June 30, 2011, there shall not have
been and shall not exist any event, occurrence, development or state of circumstances or facts which, individually or in the aggregate,
has had or could be expected to have an Acquisition Agreement Material Adverse Effect.


 


(q)          Solvency.
The Administrative Agent shall have received a certificate of the chief financial officer (or other comparable officer) of the
Borrower certifying the Solvency, after giving effect to the Transactions, of the Borrower and its Subsidiaries on a consolidated
basis in substantially the form of Exhibit H hereto.


 


(r)          [Reserved.]


 


(s)          PATRIOT
Act. The Administrative Agent and the Committed Lenders shall have received at least three days prior to the Closing Date all
documentation and other information about the Loan Parties required by regulatory authorities under applicable “know your
customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act that has been requested
in writing at least ten days prior to the Closing Date.


 


(t)          Acquisition
Agreement Conditions; Specified Representations. (i) The conditions in Section 7.3(a) and Section 7.3(b)
of the 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 has the right to terminate its obligations under the Acquisition Agreement (or otherwise decline
to consummate the Acquisition) as a result of a breach of such representations in the 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.


 



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(u)          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 (or such notice shall have been deemed given in accordance with Subsection 2.3).


 


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 is subject to the satisfaction or waiver of the following conditions precedent:


 


(a)          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.


 


(b)          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 borrowing of Term
Loans by 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 until payment in full of the Term Loans and all other Term Loan Facility Obligations then
due and owing to any Lender or Agent hereunder, the Borrower shall and (except in the case of delivery of financial information,
reports and notices) shall cause each of its respective 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 the 90th day following the end of each Fiscal Year
of the Borrower ending on or after the Closing Date, a copy of the consolidated balance sheet of the Borrower and its Subsidiaries
as at the end of such year and the related consolidated statements of operations, changes in equity and cash flows for such year,
setting forth, 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) the Maturity Date occurring within one
year from the date such report is delivered or (ii) any potential inability to satisfy any financial maintenance covenant
included in any Indebtedness of the Borrower or its Subsidiaries on a future date in a future period), by Ernst & Young LLP
or other independent certified public accountants of nationally recognized standing not unacceptable to the Administrative Agent
in its reasonable judgment (it being agreed that the furnishing of the Borrower’s annual report on Form 10-K for such year,
as filed with the United States Securities and Exchange Commission, will satisfy the Borrower’s obligation under this Subsection
7.1(a) with respect to such year except 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);


 


(b)          as
soon as available, but in any event not later than the fifth Business Day after the 45th day following the end of each of the first
three quarterly periods of each Fiscal Year of the Borrower, the unaudited consolidated balance sheet of the Borrower and its Subsidiaries
as at the end of such quarter and the related unaudited consolidated statements of operations and cash flows of the Borrower and
its Subsidiaries for such quarter and the portion of the Fiscal Year through the end of such quarter, setting forth, in each case,
in comparative form the figures for and as of the corresponding periods of the previous year, 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 the Borrower’s quarterly report on Form 10-Q for such quarter, as filed with the United States
Securities and Exchange Commission, will satisfy the Borrower’s obligations under this Subsection 7.1(b) with respect
to such quarter);


 


(c)          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 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); and


 



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(d)          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) to eliminate the accounts of Unrestricted Subsidiaries
(if any) from such consolidated financial statements.


 


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)          [Reserved].


 


(b)          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 (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 and (ii)
if (A) delivered with the financial statements required by Subsection 7.1(a) and (B) the Consolidated Total
Leverage Ratio as of the last day of the immediately preceding Fiscal Year was greater than or equal to 2.00:1.00, 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;


 


(c)          as
soon as available, but in any event not later than the fifth Business Day following the 90th day after the beginning of Fiscal
Year 2013 of the Borrower and each Fiscal Year thereafter, a copy of the annual business plan by the Borrower of the projected
operating budget (including an annual consolidated balance sheet, income statement and statement of cash flows of the Borrower
and its Subsidiaries for each fiscal quarter of such Fiscal Year prepared in reasonable detail), each such business plan to be
accompanied by a certificate signed by a Responsible Officer of the Borrower to the effect that such Responsible Officer believes
such projections to have been prepared on the basis of reasonable assumptions at the time of preparation and delivery thereof;


 


(d)          within
five Business Days after the same are filed, copies of all financial statements and periodic reports which the Borrower may file
with the United States Securities and Exchange Commission or any successor or analogous Governmental Authority;


 



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(e)          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 United States Securities and Exchange Commission or any successor or analogous Governmental Authority;


 


(f)          promptly,
such additional financial and other information as any Agent or Lender may from time to time reasonably request; and


 


(g)          promptly
upon reasonable request from the Administrative Agent calculations of Consolidated EBITDA and other Fixed GAAP Terms as reasonably
requested by the Administrative Agent upon 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(d), 7.2(b), 7.2(c), 7.2(d), 7.2(e)
or 7.2(g) 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 or whether sponsored by the Administrative
Agent).


 


7.3           Payment
of Obligations. 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 8.2 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 useful and 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) 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/Term
Loan Intercreditor Agreement at all times the Collateral Agent for the benefit of the 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)          If
any portion of any such property is located in an area identified as a special flood hazard area by the Federal Emergency Management
Agency or other applicable agency, such Loan Party shall maintain or cause to be maintained, flood insurance to the extent required
by, and in compliance with, applicable law.


 


(ii)         The
applicable Loan Party promptly shall comply with and conform to (i) all provisions of each such insurance policy, and (ii)
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. The applicable Loan Party shall not use or permit
the use of such property in any manner which would reasonably be expected to result in the cancellation of any insurance policy
or would reasonably be expected to void coverage required to be maintained with respect to such property pursuant to clause (a)
of this Subsection 7.5.


 



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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 $5.0 million,
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, and as often as may reasonably be desired;
provided that representatives of the Borrower may be present during any such visits, discussions and inspections.


 


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;


 


(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 Facility Agreement or (ii) any payment default under any Additional Obligations Documents or
under any agreement or document governing other Indebtedness, in each case relating to Indebtedness in an aggregate principal amount
equal to or greater than $25.0 million;


 



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(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 or any of its
Restricted Subsidiaries 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, Reorganization or Insolvency
of, any Multiemployer Plan or Foreign Plan; (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, Reorganization 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; or (iii) the first occurrence after
the Closing Date of an Underfunding under a Single Employer Plan or Foreign Plan that exceeds 10.0% of the value of the assets
of such Single Employer Plan or Foreign Plan, in each case, determined as of the most recent annual valuation date of such Single
Employer Plan or Foreign Plan on the basis of the actuarial assumptions used to determine the funding requirements of such Single
Employer Plan or Foreign Plan as of such date;


 


(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)          any
loss, damage, or destruction to a significant portion of the Term Loan Priority 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 Commonly Controlled Entity or Restricted Subsidiary) setting forth details of the occurrence referred to therein and
stating what action the Borrower (or, if applicable, the relevant Commonly Controlled Entity or 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, in each case with
a purchase price or a fair market value at the time of acquisition of at least $2.0 million, in which any Loan Party 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
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 Regulation H of the Board); 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. 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 and any surveys, appraisals (including any required
appraisals of such property under FIRREA or in connection with flood determinations under Regulation H of the Board), title insurance
policies, environmental reports, 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, appraisals, title
insurance policies, environmental reports, legal opinions and other documents and whether the delivery of such UCC fixture filings,
surveys, appraisals, title insurance policies, environmental reports, legal opinions and other documents would be customary in
connection with such grant of such Lien in similar circumstances).


 


(b)          With
respect to any Domestic Subsidiary that is a Wholly Owned Subsidiary (other than an Excluded Subsidiary) (i) created or
acquired (including by reason of any Foreign Subsidiary Holdco ceasing to constitute the same) 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 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) execute and deliver to the Collateral Agent for the benefit of the Secured
Parties such amendments to the Guarantee and Collateral Agreement as the Collateral Agent shall reasonably deem necessary or reasonably
advisable 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),
(ii) deliver to the Collateral Agent 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.


 



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(c)          With
respect to any Foreign Subsidiary or Domestic Subsidiary that is not a Wholly Owned 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) execute and deliver to the Collateral Agent a new pledge agreement
or such amendments to the Guarantee and Collateral Agreement as the Collateral Agent shall reasonably deem necessary or reasonably
advisable 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) and (ii)
to the extent reasonably deemed advisable by the Collateral Agent, deliver to the Collateral Agent 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 (provided that in either case in no event shall
more than 65.0% of each series of Capital Stock of any new Foreign Subsidiary be required to be so pledged and, provided,
further, that in either case no such pledge or security shall be required with respect to any Subsidiary that is not a Wholly
Owned Subsidiary and a Restricted Subsidiary to the extent that the grant of such pledge or security interest would violate the
terms of any agreements under which the Investment by the Borrower or any of its Restricted Subsidiaries was made therein).


 


(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/Term
Loan 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/Term Loan 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 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) and (D)
nothing in this Subsection 7.9 shall require that any Subsidiary grant a Lien with respect to any property or assets in
which such Subsidiary acquires ownership rights to the extent that the Administrative Agent, in its reasonable judgment, determines
that the granting of such a Lien is impracticable.


 



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7.10         Use
of Proceeds. Use the proceeds of the Term 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
of the Initial Term Loans and a corporate rating and corporate family 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 the Sunday closest to October 31st of each calendar year; provided that the Borrower may,
no more than once during the term of the Facility, upon written notice to the Administrative Agent, change the financial reporting
convention specified above to any other financial reporting convention, 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 mortgages and other security interests described
in the proviso to Subsection 6.1(a) and Subsection 6.1(h) that are not so provided on the Closing Date, and in any
event to provide such perfected mortgages and other 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.


 


7.14         Post-Closing
Matters.


 


(a)          Not
later than the thirtieth day after the Closing Date (as such period may be extended in the sole discretion of Administrative Agent),
the Loan Parties shall have filed (or caused to be filed) any filings with the United States Patent and Trademark Office or the
United States Copyright Office necessary to give notice of the security interests purported to be created by the Guarantee and
Collateral Agreement.


 



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SECTION
8


 


Negative Covenants


 


The Borrower hereby agrees
that, from and after the Closing Date until payment in full of the Term Loans and all other Term Loan Facility Obligations then
due and owing to any Lender or any Agent hereunder:


 


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, the Consolidated Coverage Ratio would be equal to or greater than
2.00:1.00; provided, further, that the amount of Indebtedness that may be Incurred pursuant to this Subsection
8.1(a) by Restricted Subsidiaries that are not Subsidiary Guarantors shall not exceed $75.0 million at any one time outstanding.


 


(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 and the Guarantors (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)
and (d) in respect of Permitted Debt Exchange Notes Incurred pursuant to a Permitted Debt Exchange in accordance with Subsection
2.7 (and which does not generate any additional proceeds) 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 the amount equal to the sum of
(A) $325.0 million, plus (B) the greater of (x) $150.0 million and (y) an amount equal to (1)
the Borrowing Base less (2) the aggregate principal amount of Indebtedness Incurred by Special Purpose Entities that are
Restricted Subsidiaries and then outstanding pursuant to Subsection 8.1(b)(ix), plus (C) without duplication
of incremental amounts included in the definition of “Refinancing Indebtedness”, in the event of any refinancing of
any such Indebtedness, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in
connection with such refinancing, and (II) Indebtedness Incurred by the Borrower and the Guarantors (a) pursuant
to this Agreement and the other Loan Documents, (b) pursuant to the Senior ABL Facility, (c) constituting Additional
Obligations and (d) in respect of Permitted Debt Exchange Notes Incurred pursuant to a Permitted Debt Exchange in accordance
with Subsection 2.7 (and which does not generate any additional proceeds), together with Refinancing Indebtedness in respect
of the Indebtedness described in subclauses (a), (c) and (d) of this clause (II) in a maximum principal amount for all such Indebtedness
not exceeding in the aggregate the Maximum Incremental Facilities Amount plus the aggregate amount of all fees, underwriting discounts,
premiums and other costs and expenses incurred in connection with such Refinancing Indebtedness;


 



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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) any Indebtedness (other than the Indebtedness described in Subsections 8.1(b)(i) and (ii))
outstanding on the Closing Date and set forth on Schedule 8.1 and (B) any Refinancing Indebtedness Incurred in respect
of any Indebtedness described in this Subsection 8.1(b)(iii) or Subsection 8.1(a);


 


(iv)        Purchase
Money Obligations, Capitalized 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 $25.0 million and
3.6% of Consolidated Total Assets;


 


(v)         Indebtedness
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, provided that such Indebtedness is extinguished within five Business Days of its
Incurrence, or (B) consisting of guarantees, indemnities, obligations in respect of earnouts or other purchase price adjustments,
or similar obligations, Incurred in connection with the acquisition or disposition of any business, assets or Person;


 


(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),
or (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, or (C) Hedging Obligations,
entered into for bona fide hedging purposes, or (D) Management Guarantees or Management Indebtedness, or (E) the
financing of insurance premiums in the ordinary course of business, or (F) take-or-pay obligations under supply arrangements
incurred in the ordinary course of business, or (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, or (H) Bank Products Obligations;


 



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(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 4.00:1.00 or (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; and any Refinancing Indebtedness with respect to any such Indebtedness;


 


(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 $75.0 million and 10.0% of Consolidated Total Assets; and


 



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(xiv)      Indebtedness
of the Borrower or any Restricted Subsidiary Incurred as consideration 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,
and any Refinancing Indebtedness with respect thereto, in an aggregate principal amount at any time outstanding not exceeding $15.0
million.


 


(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 such clauses of Subsection 8.1(b) (including in part under one such clause and in part under another such
clause); provided that (if the Borrower shall so determine) any Indebtedness Incurred pursuant to Subsection 8.1(b)(xiii)
shall cease to be deemed Incurred or outstanding for purposes of such clause 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; (iii) in the event that Indebtedness could be Incurred in
part under paragraph (a) above, the Borrower, in its sole discretion, may classify a portion of such Indebtedness as having been
Incurred under paragraph (a) above and the remainder of such Indebtedness as having been Incurred under paragraph (b) above; (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; and (v) the principal amount of Indebtedness outstanding
under any subclause of Subsection 8.1(b) shall be determined after giving effect to the application of proceeds of any such
Indebtedness to refinance any such other Indebtedness. Notwithstanding anything herein to the contrary, Indebtedness Incurred by
the Borrower on the Closing Date under this Agreement or the Senior ABL Facility Agreement shall be classified as Incurred under
paragraph (b)(i) of this covenant, and not under paragraph (a) of this covenant.


 



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(d)          For
purposes of determining compliance with any dollar denominated restriction on the Incurrence of 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 dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the
date of such refinancing, such dollar denominated restriction 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 Incurred 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 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.


 


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 for value), 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 and 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


 



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(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 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) 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 and
Contribution 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) of any property or assets, received by the Borrower or any Restricted Subsidiary upon such conversion
or exchange;


 


(C)         (i)
the aggregate amount of cash and the fair value (as determined in good faith by the Borrower) 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) of any property or assets received by the Borrower
or a Restricted Subsidiary with respect to all such dispositions and repayments.


 



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(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 and Contribution 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 the consummation of any redemption within 60 days after the date of declaration thereof or of giving of any notice
of redemption, as applicable, if at such date of declaration or the giving of such notice, such dividend or redemption would have
complied with Subsection 8.2(a);


 


(iii)        Investments
or other Restricted Payments in an aggregate amount outstanding at any time not to exceed the amount of Excluded Contributions;


 


(iv)        loans,
advances, dividends or distributions by the Borrower to any Parent Entity 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 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) $10.0 million, plus (2) $5.0 million
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 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;


 



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(v)         the
payment by the Borrower of, or loans, advances, dividends or distributions by the Borrower to any Parent Entity to pay, dividends
on the common stock or equity of the Borrower or any Parent Entity following a public offering of such common stock or equity in
an amount not to exceed in any Fiscal Year 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 public offering;


 


(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 greater of $15.0 million and 2.50% of Consolidated Total Assets;


 


(vii)       loans,
advances, dividends or distributions to any Parent Entity or other payments by the Borrower or any Restricted Subsidiary (A)
to satisfy or permit any Parent Entity to satisfy obligations under the 2009 Transaction Documents, (B) pursuant to the
Tax Sharing Agreement, or (C) to pay or permit any Parent Entity 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 or the 2009 Transactions;


 


(xi)         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;


 


(xii)        any
purchase, redemption, repurchase, defeasance or other acquisition or retirement of any Junior Debt (v) 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 Guarantor, 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, (w) from Net Available Cash or any equivalent amount
to the extent permitted by Subsection 8.4, (x) from declined amounts as contemplated by Subsection 4.4(d),
(y) 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 or retiring such Junior Debt or (z) constituting Acquired Indebtedness; and


 



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(xiii)       Investments
in Unrestricted Subsidiaries in an aggregate amount outstanding at any time not exceeding the greater of $35.0 million and 5.0%
of Consolidated Total Assets;


 


provided that (A) in the
case of Subsections 8.2(b)(ii), (v) and (viii), the net amount of any such Permitted Payment shall be included
in subsequent calculations of the amount of Restricted Payments, (B) in the case of Subsection 8.2(b)(iv), at the
time of any calculation of the amount of Restricted Payments, the net amount of Permitted Payments that have then actually been
made under Subsection 8.2(b)(iv) that is in excess of 50.0% of the total amount of Permitted Payments then permitted under
Subsection 8.2(b)(iv) shall be included in such calculation of the amount of Restricted Payments, (C) in all cases
other than pursuant to clauses (A) and (B) immediately above, the net amount of any such Permitted Payment shall be excluded in
subsequent calculations of the amount of Restricted Payments, and (D) solely with respect to Subsection 8.2(b)(vi),
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 Borrower, in its sole discretion, may classify any Investment or other Restricted Payment as being
made in part under one of the clauses or subclauses of this Subsection 8.2(b) (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, clauses or subclauses).


 


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 Term Loan 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 ABL/Term Loan Intercreditor Agreement and, on and after the execution and delivery thereof, any Junior
Lien Intercreditor Agreement, any Other Intercreditor Agreement, any Permitted Debt Exchange Notes (and any related documents)
and any Additional Obligations Documents;


 



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(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;


 


(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);


 


(d)          (i)
pursuant to any agreement or instrument that restricts in a customary manner 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 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 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, or (ix) pursuant to Hedging Obligations
or Bank Products Obligations;


 



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(e)          with
respect to any agreement for the direct or indirect disposition of Capital Stock of any Person, property or assets, imposing restrictions
with respect to such Person, Capital Stock, property or assets pending the closing of such 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;


 


(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), 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) and either (1) the
Borrower determines in good faith that such encumbrance or restriction will not materially affect the Borrower’s ability
to create and maintain the Liens on the Term Loan Priority Collateral pursuant to the Security Documents and make principal or
interest payments on the Term Loans or (2) such encumbrance or restriction applies only if a default occurs 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).


 



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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 of the shares and assets subject to such Asset Disposition, as such fair market value may be determined (and shall
be determined, to the extent such Asset Disposition or any series of related Asset Dispositions involves aggregate consideration
in excess of $25.0 million) in good faith by the Borrower, whose determination shall be conclusive (including as to the value of
all noncash consideration);


 


(ii)         in
the case of any Asset Disposition (or series of related Asset Dispositions) having a fair market value of $25.0 million 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 is in the form of cash; and


 


(iii)        to
the extent required by Subsection 8.4(b), an amount equal to 100.0% of the Net Available Cash from such Asset Disposition
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, 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,
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 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 365 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, if such investment in Additional Assets is a project authorized
by the Board of Directors that will take longer than such 365 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 proviso, the Borrower shall make
the prepayments required by Subsection 8.4(b)(ii) on the earlier to occur of (I) the last day of such Reinvestment
Period as extended by this proviso 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 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), (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 or
prepay, in accordance with Subsection 4.4(b)(i) (subject to Subsection 4.4(d)) or the agreements or instruments governing
the relevant Indebtedness described in clause (B) below, as applicable, (A) the Term Loans and (B) to the extent
the Borrower or any Restricted Subsidiary is required by the terms thereof, any Permitted Debt Exchange Notes, Additional Obligations
and any Refinancing Indebtedness in respect of the foregoing with, in each case, a Lien on the Collateral ranking pari passu with
the Liens securing the Term Loan Facility Obligations on 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 or prepay, in
accordance with Subsection 4.4(b)(i) (subject to Subsection 4.4(d)) or the agreements or instruments governing any
relevant Indebtedness permitted under Subsection 8.1, 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 Term Loan Facility Obligations) on a pro rata basis with the Term Loans; and


 


(iii)        third,
to the extent of the balance of such Net Available Cash or equivalent amount after application in accordance with Subsections
8.4 (b)(i) and (ii) above, 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 Junior
Debt);


 


provided, however, that in
connection with any prepayment, repayment or purchase 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 or purchased.


 


(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 $15.0 million, in which case the Borrower and its Subsidiaries
shall apply all such Net Available Cash from such Asset Dispositions and Recovery Events or equivalent amount in accordance with
Subsection 8.4(b) or (y) the terms of any Permitted Debt Exchange Notes, Additional Obligations or any Refinancing
Indebtedness in respect of the foregoing with, in each case, a Lien on the Collateral ranking pari passu with the Liens securing
the Term Loan Facility Obligations would require Net Available Cash from such Asset Sales and Recovery Events or the equivalent
amount to be applied to purchase, redeem, repay or prepay such Indebtedness prior to reaching such $15.0 million threshold.


 



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(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, 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 $35.0 million and 5.0% of Consolidated Total Assets (with the Fair Market Value of each
item of Designated Noncash Consideration being measured at the time received 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 $10.0 million 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 $20.0 million, 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.


 


(b)          The
provisions of Subsection 8.5(a) will not apply to:


 


(i)          any
Restricted Payment Transaction,


 



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(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 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, or the making or cancellation of loans in the ordinary course of business to any such employees, officers,
directors or consultants, (3) any issuance, grant or award of stock, options, other equity related interests or other equity
securities, to any such 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), 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 any 2009 Transaction Documents referred to in Subsection 8.5(b)(vii)), 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,


 


(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 Tax Sharing Agreement and any 2009 Transaction Document, and (2) payments
to CD&R or any of its Affiliates (x) for any management consulting, financial advisory, financing, underwriting or placement
services or in respect of other investment banking activities 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 2009 Transaction Documents or are approved by a majority of the Board of Directors in good faith, and (z)
of all out-of-pocket expenses incurred in connection with such services or activities,


 



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(viii)      the
Transactions, the 2009 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 or the 2009 Transactions, including the fees and
out-of-pocket expenses of CD&R and its Affiliates,


 


(ix)         any
issuance or sale of Capital Stock (other than Disqualified Stock) of the Borrower or any capital contribution to the Borrower,
and


 


(x)          any
investment by any CD&R Investor in securities of the Borrower or any of its Restricted Subsidiaries so long as (i) such
securities are being offered generally to other investors on the same or more favorable terms and (ii) such investment by
all CD&R Investors constitutes less than 5.0% of the proposed or outstanding issue amount of such class of securities.


 


8.6           Limitation
on Liens. (a) 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 Term Loan Facility 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 Term Loan Facility Obligations
pursuant to the subclause in the preceding sentence requiring an equal and ratable (or senior, as applicable) Lien for the benefit
of the Term Loan Facility 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,
upon the termination and discharge of such Subsidiary Guaranty in accordance with the terms thereof, hereof and of the ABL/Term
Loan Intercreditor Agreement, any Junior 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, transfer or lease 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;


 



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(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);


 


(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
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); 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, any Successor Borrower 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.


 



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(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 thereafter the predecessor Borrower shall be relieved of all obligations and covenants under 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 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
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. Subsection 8.7(a) will not apply
to any transaction in which any Restricted Subsidiary consolidates with, merges into or transfers all or part of its assets to
the Borrower.


 


(e)          Any
Successor Borrower, if not the Borrower, will provide the information contemplated by Subsection 11.18 to any Lender upon
request therefor.


 


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 (i) made payment in full of the Term Loans 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 to pay the
Term Loans 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 each such Lender or the Administrative Agent which has accepted such offer. For so long as
the Borrower shall have complied with the terms of this Subsection 8.8(a), any Event of Default arising under Subsection 9(k)
by reason of such Change of Control shall be deemed not to have occurred or be continuing.


 


(b)          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 Maturity Date of the Initial Term Loans or provides for a shorter weighted average
life to maturity than 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         Maximum
Consolidated Total Leverage Ratio. The Borrower shall not permit the Consolidated Total Leverage Ratio as at the last day of
the Most Recent Four Quarter Period to exceed the ratio set forth below opposite such period below:


 


	Most
    Recent Four
 Quarter Period Ending	 	Maximum

    Consolidated total
 Leverage Ratio
	October 28, 2012	 	3.75 to 1.00
	January 27, 2013	 	3.75 to 1.00
	April 28, 2013	 	3.75 to 1.00
	July 28, 2013	 	3.75 to 1.00
	November 3, 2013	 	3.25 to 1.00
	February 2, 2014	 	3.25 to 1.00
	May 4, 2014	 	3.25 to 1.00
	August 3, 2014	 	3.25 to 1.00
	November 2, 2014	 	2.75 to 1.00
	Each Four Quarter Period Ending Thereafter	 	2.75 to 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 Term 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 Term Loan, 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


 



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(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; provided that the failure of any representation or warranty (other than the representations
and warranties referenced in Subsection 6.1(t)(ii) and the representation contained in the Officer’s Certificate delivered
pursuant to Subsection 6.1(g) with respect to the satisfaction of the condition set forth in Subsection 6.1(t)(i))
to be true and correct on the Closing Date will not constitute an Event of Default 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


 


(c)          Any
Loan Party shall default in the payment, observance or performance of any term, covenant or agreement contained in Section 8;
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 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; or


 


(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 the Term Loans) in excess of $25.0 million or (y) in the payment of any Guarantee Obligation
in excess of $25.0 million, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness
or Guarantee Obligation was created; or (ii) default in the observance or performance of any other agreement or condition
relating to any Indebtedness (excluding the Term Loans) 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 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 such default shall not have been remedied or waived by or on behalf of such holder or holders and, in the case
of any such Indebtedness under the Senior ABL Facility or, in the case of clause (y) below, any instrument or agreement relating
to Indebtedness or Guarantee Obligations referred to in clause (i) above containing or otherwise requiring observance or compliance
with any financial maintenance covenant only, either (x) such default (if other than a default in the observance or performance
of a financial maintenance covenant) remains unremedied and not waived by or on behalf of such holders of such Indebtedness for
a period of 60 days or (y) such Indebtedness under the Senior ABL Facility or (with respect to observance or compliance
with respect to any financial maintenance covenant only) such other instrument or agreement containing or otherwise requiring observance
or compliance with any financial maintenance covenant shall have been Accelerated and such Acceleration shall not have been rescinded
(provided that this clause (ii) shall not apply to 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


 



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(f)          If
(i) the Borrower or any Material Subsidiaries 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 Subsidiaries 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 Subsidiaries 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 60 days; or (iii) there
shall be commenced against the Borrower or any Material Subsidiaries 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 60 days from the entry thereof; or (iv) the Borrower or any Material Subsidiaries 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 Subsidiaries 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
or Reorganization 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, could 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 60
days from the entry thereof, or to be received in respect thereof in the event any appeal thereof shall be unsuccessful) of $25.0
million or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within
60 days from the entry thereof; or


 


(i)          (i)
Any of the Security Documents shall 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 Term Loan Priority
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 any of the ABL/Term Loan 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


 


(k)          A
Change of Control shall have occurred.


 



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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 Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement shall immediately become due
and payable, and (B) if such event is any other Event of Default, with the consent of the Required Lenders, the Administrative
Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the
Term 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 that
there would otherwise be an Event of Default in respect of Subsection 8.10, upon the receipt of a Specified Equity Contribution
within the time period specified in the definition thereof (and subject to the satisfaction of the other conditions with respect
to Specified Equity Contribution set forth therein), Consolidated EBITDA shall be increased with respect to the applicable fiscal
quarter and any four (4) 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, in each case, with respect to such fiscal quarter only), the Borrower shall then be in compliance
with the requirements of Subsection 8.10, the Borrower shall be deemed to have been in compliance therewith as of the relevant
date of determination, and no Event of Default shall be deemed to have occurred in respect of Subsection 8.10 for the purposes
of this Agreement.


 


(b)          The
parties hereby acknowledge that notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received
pursuant to the occurrence of any Specified Equity Contribution shall be disregarded for purposes of determining any financial
ratio-based conditions (other than as applicable to Subsection 8.10), pricing or any available basket under Section 8.


 


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.


 



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(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 Article 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.


 


(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 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. 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:


 



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(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.


 


(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 11.1) or (y) in the absence of its own 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 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 (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 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 represents to each other party hereto that 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, that it is participating hereunder as a Lender
for such commercial purposes, and that 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) or any Related Party of any of the foregoing, each Lender severally agrees to pay
ratably according to their respective outstanding Term Loans 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 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) or against
any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or the Collateral Agent (or
any sub-agent thereof) in connection with such capacity. 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; Reliance. (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 Required
Lenders (or all or such other portion of the Lenders as shall be prescribed by this Agreement) and, notwithstanding the instructions
of 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 and the ABL/Term Loan 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 and the ABL/Term Loan 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 2.6, any Increase Supplement as provided in Subsection
2.6, any Lender Joinder Agreement as provided in Subsection 2.6, any agreement required in connection with a Permitted
Debt Exchange Offer pursuant to Subsection 2.7 and any Extension Amendment as provided in Subsection 2.8. Each Lender
hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth
herein, any action taken by the Administrative Agent, the Collateral Agent or the Required Lenders in accordance with the provisions
of this Agreement, the Security Documents, the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement,
any Other Intercreditor Agreement, any Intercreditor Agreement Supplement, any Incremental Commitment Amendment, any Increase Supplement,
any Lender Joinder Agreement or any agreement required in connection with a Permitted Debt Exchange Offer or any Extension 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. 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 Term 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.


 


(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 Initial Term Loan Commitments and payment and
satisfaction of all of the Term Loan Facility 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 designated as an Excluded Subsidiary or constituting Equity Interests of an Unrestricted 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 and (B)
to subordinate 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 described in clause (c), (d), (e), (f), (h), (j), (l) or (p) (other than
clause (6) therof) or clause (o) (with respect to such Liens described in clause (h) or (l)) of the definition thereof. Upon request
by any Agent, at any time, the Lenders will confirm in writing any Agent’s authority to release particular types or items
of Collateral pursuant to this Subsection 10.8.


 



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(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 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 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.


 


(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.


 



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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 a commercial bank with a consolidated combined capital and surplus of
at least $5.0 billion. 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 Term Loans. After any retiring Agent’s resignation or removal as Agent, the provisions of this Section 10 (including
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].


 


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 Term Loan Facility Obligations.


 



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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, such Lender shall be deemed to have concurrently resigned as such
Other Representative.


 


10.13         [Reserved].


 


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/Term Loan 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 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 then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Interest
Rate Agreements, Currency Agreements, Commodity Agreements and Bank Product Agreements 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 2.6 and 2.8, as applicable.


 



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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(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 of any scheduled installment thereof (including
extending the 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, (D) change the currency in which any Loan is payable, in each case without
the consent of each Lender directly and adversely affected thereby or (E) increase any Lender’s Initial Term Loan
Commitment or Incremental Commitment (it being understood that waivers or modifications of conditions precedent, 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 or an increase in the
Initial Term Loan Commitment or Incremental Commitment of any Lender);


 


(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 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 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 date hereof 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 (6) 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;


 



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(vi)        amend,
modify or waive any provision of Subsection 10.1(a), 10.5 or 10.12 without the written consent of any Other
Representative directly and adversely affected thereby;


 


(vii)       [reserved];


 


(viii)      [reserved];
or


 


(ix)         amend,
modify or waive the order of application of payments set forth in Subsection 4.4(c), 4.8(a), 10.14 or 11.7,
in each case without the consent of all the Lenders;


 


provided further that, notwithstanding
and in addition to the foregoing, and in addition to Liens 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 $5.0 million 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)          [Reserved].


 


(d)          Notwithstanding
any provision herein to the contrary, this Agreement and the other Loan Documents may be amended (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 2.6 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) with the written consent of the Borrower and Lenders providing such Incremental Commitments, (iii) in accordance
with Subsection 2.8 to effectuate an Extension with the written consent of the Borrower and the Extending Lenders, (iv)
in accordance with Subsection 7.12, to change the financial reporting convention and (v) with the consent of the
Borrower and the Administrative Agent (in each case such consent not to be unreasonably withheld or delayed), in the event any
mandatory prepayment or redemption provision in respect of asset sales, casualty or condemnation events or excess cash flow included
or to be included in any Indebtedness constituting Additional Obligations or that would constitute Additional Obligations would
result in such Indebtedness being prepaid or redeemed on a more than ratable basis with the Term Loans in respect of such asset
sale, casualty or condemnation event or excess cash flow prepayment, to provide for mandatory prepayments of the Term Loans such
that, after giving effect thereto, the prepayments and redemptions made in respect of such Indebtedness are not on more than a
ratable basis. 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 as set forth in the immediately preceding sentence
pursuant to any Incremental Commitment Amendment or any Extension 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, any Incremental Commitments or Incremental
Loans and any Extended Term Tranche, or to provide for the inclusion, as appropriate, of the Lenders of any Extended Term Tranche
or Incremental Commitments or Incremental Loans in any required vote or action of the Required Lenders or of the Lenders of each
Tranche hereunder. The Administrative Agent hereby agrees (if requested by the Borrower) to execute any amendment referred to in
this clause (d) or an acknowledgement thereof.


 



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(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 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.


 


(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 or each affected Lender, as applicable,
is required and the consent of the Required Lenders at such time is obtained but 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 the Administrative Agent and the 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 the Non-Consenting Lender relating to the Loans and participations so assigned shall
be paid in full by the assignee Lender to such Non-Consenting Lender concurrently with such Assignment and Acceptance 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, upon notice to the Administrative Agent, prepay the Loans and, if applicable, terminate the
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 the Non-Consenting 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-Consenting
Lender relating to the Loans 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.


 



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11.2         Notices.
(a) All notices, requests, and demands to or upon the respective parties hereto to be effective shall be in writing (including
telecopy), 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 telecopy notice, when received, 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	NCI Building Systems, Inc.
 10943 North Sam Houston Parkway West
 Houston, Texas 77064
 Attention:  Chief Financial Officer
 Facsimile:  (281) 897-7837
 Telephone No.:  (281) 897-7658
	 	 
	With copies (which shall not constitute notice) to:	Debevoise & Plimpton LLP
 919 Third Avenue
 New York, New York 10022
 Attention:  David A. Brittenham, Esq.
 Facsimile:  (212) 521-7347
 Telephone: (212) 909-6000
	 	 
	The Administrative Agent/the Collateral Agent:	Credit Suisse AG, Cayman Islands Branch
 One Madison Avenue
 New York, NY 10010
 Attention:  Sean Portrait – Agency Manager
 Facsimile:  (212) 322-2291
 Email: agency.loanops@credit-suisse.com


 



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	With copies (which shall not constitute notice) to:	Davis Polk & Wardwell LLP
 450 Lexington Avenue
 New York, NY 10017
 Attention:  Joseph P. Hadley
 Facsimile:  (212) 701-5007
 Telephone:  (212) 450-4007


 


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 (i.e., a “pdf” or “tif”).
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) pursuant to procedures approved by the Administrative Agent; provided that the foregoing
shall not apply to notices to any Lender pursuant to Section 2 if such Lender, as applicable, has notified the Administrative
Agent that it is incapable of receiving notices under such Section by electronic communication. The Administrative Agent or the
Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or
communications. Unless the Administrative Agent otherwise prescribes (with the Borrower’s consent), (i) notices and
other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from
the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written
acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the
recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for
the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon
the posting thereof.


 


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.


 



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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.


 


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 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, and (2) the reasonable fees and disbursements of Davis Polk and Wardwell LLP, 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 Lead Arranger and the Agents
for all their reasonable costs and expenses incurred in connection with the enforcement or preservation 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 and the Lenders, (c) to pay, indemnify, or reimburse each Lender, each Lead Arranger
and the Agents for, and hold each Lender, 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 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 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,
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, of any actual
or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort
or any other theory, whether brought by a third party or by the Borrower or any other Loan Party and regardless of whether any
Indemnitee is a party thereto (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) or any Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent
thereof) or Lender ) with respect to Indemnified Liabilities arising from (i) the gross negligence, bad faith or willful
misconduct of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender (or any Related Party of
any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) 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
any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender (or any Related Party of any such Lead
Arranger, Other Representative, Agent (or any sub-agent thereof) 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 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 Lender 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 Term Loans, pursuant to an Assignment and Acceptance) with the prior written consent (such consent not to be unreasonably
withheld or delayed) of:


 



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(A)         the
Borrower, provided that no consent of the Borrower shall be required for an assignment (x) to a Lender, an Affiliate
of a Lender, or an Approved Fund (as defined below); provided, that if any Lender assigns all or a portion of its rights
and obligations 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; and


 


(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.


 


(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 Initial Term Loan Commitments, Incremental Commitments or Loans under any Facility, the
amount of the Initial Term Loan Commitments, Incremental Commitments or 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 $1.0 million 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


 





(E)         any
Term Loans acquired by the Borrower or any Subsidiary shall be retired and cancelled promptly upon acquisition thereof.





  



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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 Lender, except to the extent the Borrower has consented
to such assignment.








 


(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 11.16). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does
not comply with this Subsection 11.6 shall 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.


 


(iv)        The
Borrower hereby designates the Administrative Agent, and the Administrative Agent agrees, to serve as the Borrower’s 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 Initial Term
Loan Commitments or Incremental 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 any Lender, at any reasonable time and from time to time upon
reasonable prior notice.


 


(v)         Each
Lender that sells a participation shall, acting for itself and, solely for this purpose, as an 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 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 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. 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.


 



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(vi)        Upon
its receipt of a duly completed Assignment and Acceptance executed by an 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 Subsection 11.6(b) and any written consent to such assignment required by 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).


 


(vii)       On
or prior to the effective date of any assignment pursuant to this Subsection 11.6(b), the assigning Lender shall surrender
any outstanding Notes held by it all or a portion of 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 and Initial Term Loan 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,
Incremental Commitments and Initial Term Loan Commitments pursuant to the Settlement Service. Assignments and assumptions of Loans,
Incremental Commitments and Initial Term Loan 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, Incremental Commitments and Initial Term Loan 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, Incremental Commitments and Initial Term Loan Commitments via the Clearpar
electronic settlement system pursuant to procedures consistent with this Subsection 11.6(b).


 



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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.


 


(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 Lender 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
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 and (E) 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,
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, modification or waiver that (1) requires the consent
of each Lender directly affected thereby pursuant to 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 participations under this Agreement to any Disqualified
Lender.


 



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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, 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’ 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 in this Agreement, with respect to any assignment to or by an Affiliated Lender that is
not an Affiliated Debt Fund:


 


(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 M 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 affect to such assignment, the aggregate principal amount of all Term Loans held (or participated
in) by Affiliated Lenders (including Affiliated Debt Funds) shall not exceed 25.0% of the aggregate principal amount of all Term
Loans outstanding under this Agreement;


 


(3)         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 or otherwise, and exchanged for debt or equity securities of the Borrower or such Parent 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;


 


(4)         no
Incremental Revolving Commitments (or related Obligations) may be assigned to any Affiliated Lender that is not an Affiliated Debt
Fund; and


 



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(5)         each
Lender making such assignment to such 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, 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 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 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.


 


(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 definition of “Required Lenders” to the contrary, for purposes of
determining whether the Required Lenders, all affected Lenders or all Lenders 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 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 Term 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 or affects such Affiliated Lender differently than other Lenders or (y) is of the type described
in Subsections 11.1(a)(i) through (ix) (other than subclauses (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 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, without limitation, 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 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, without limitation,
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 Affiliate Lender is treated in connection
with the exercise of such right or taking of such action on the same or better terms as the 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 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 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 Term Loans 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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(i)          Notwithstanding
anything to the contrary in this Agreement, Subsection 11.1 or the definition of “Required 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 have (i) consented
(or not consented) to any amendment, 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 Term Loans held by Affiliated Lenders (including Affiliated
Debt Funds), combined, may not account for more than 50.0% of the Term Loans of consenting Lenders included in determining whether
the Required Lenders have consented to any action pursuant to Subsection 11.1. Notwithstanding anything to the contrary
in this Agreement, with respect to any assignment to or by an Affiliated Debt Fund, at the time of such assignment after giving
affect to such assignment, the aggregate principal amount of all Term Loans held (or participated in) by Affiliated Lenders (including
Affiliated Debt Funds) shall not exceed 25.0% of the aggregate principal amount of all Term Loans outstanding under this Agreement.


 


(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 Term Loans as provided hereunder, including under Subsection 4.4.


 


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 2.7, 2.8, 4.4, 4.9, 4.10, 4.11, 4.12, 4.13(d),
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.


 


(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.


 



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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 time), would be prepared to sell, in accordance with its normal course foreign
currency exchange practices, the Obligation Currency against the Judgment Currency.


 


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 telecopy), 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.


 



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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 Term Loan Facility 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
and (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.


 


(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


 



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(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; and


 


(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.


 


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.


 



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11.16         Confidentiality.
(a) Each Agent and each Lender agrees to keep confidential any information (a) provided to it by or on behalf of 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 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 being violated. In addition, the Administrative Agent may disclose (i) the existence
of this Agreement, the global amount, currency and maturity date of any Facility hereunder, and the legal name, country of domicile
and jurisdiction of organization of the Borrower, to (i) the CUSIP Bureau and other similar market data collectors or service providers
to the lending industry, provided that either such information shall have been previously made publicly available by the
Borrower, or the Administrative Agent shall have obtained the written consent of the Borrower (such consent not to be unreasonably
withheld or delayed), prior to making such disclosure, and (ii) information about this Agreement to service providers to
the Administrative Agent to the extent customary in
connection with the administration and management of this Agreement, the other Loan Documents, the Initial Term Loan Commitments,
the Incremental Commitments, and the Loans, provided that any such Person is advised of and agrees to be bound by the provisions
of this Subsection 11.16 and the Administrative Agent takes reasonable actions to cause such Person to comply herewith.
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.


 


(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 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, 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.


 



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11.17         Incremental
Indebtedness; Additional Indebtedness. In connection with the Incurrence by any Loan Party or any Subsidiary thereof of any
Incremental Indebtedness or Additional Indebtedness, each of the Administrative Agent and the Collateral Agent agree to execute
and deliver the ABL/Term Loan 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
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 the Borrower, which information includes the name of the Borrower and other information
that will allow such Lender to identify the Borrower 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.


 


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         OID.
The Initial Term Loans are being issued with original issue discount (“OID”) for U.S. federal income tax purposes.
For information about the issue price, the amount of OID (as defined in the preceding sentence), the issue date and the yield to
maturity with respect to the Initial Term Loans, please contact the Chief Financial Officer at (281) 897-7658.


 



    	173



    	 



    

 


[SIGNATURE PAGES FOLLOW]


 



    	174



    	 



    

 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed, all as of the date first written above.


 


	 	NCI BUILDING SYSTEMS, INC.	 
	 	 	 	 
	 	By:	/s/ Mark Johnson	 
	 	 	Name: Mark Johnson	 
	 	 	Title: Executive Vice President, Chief	 
	 	 	Financial Officer and Treasurer	 


 


[Signature
Page Term Loan Credit Agreement]


 



    	 



    	 



    

 


	 	AGENT AND LENDERS:	 
	 	 	 	 
	 	CREDIT SUISSE AG, CAYMAN ISLANDS

BRANCH,
	 	as Administrative Agent and Collateral Agent
	 	 	 	 
	 	By:	/s/ Robert Hetu	 
	 	 	Name: Robert Hetu	 
	 	 	Title: Managing Director	 
	 	 	 	 
	 	By:	/s/ Rahul Parmar	 
	 	 	Name: Rahul Parmar	 
	 	 	Title: Associate	 


 


[Signature
Page Term Loan Credit Agreement]


 



    	 



    	 



    

 


	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
	 	as Lender	 
	 	 	 	 
	 	By:	/s/ Robert Hetu	 
	 	 	Name: Robert Hetu	 
	 	 	Title: Managing Director	 
	 	 	 	 
	 	By:	/s/ Rahul Parmar	 
	 	 	Name: Rahul Parmar	 
	 	 	Title: Associate	 


 


[Signature
Page Term Loan Credit Agreement]


 



    	 



    	 



    

 


	 	CITIBANK, N.A.,
	 	as Lender	 
	 	 	 	 
	 	By:	/s/ Matthew Burke	 
	 	Name: Matthew Burke	 
	 	Title: Vice President & Director	 
	 	 	 	 


 


[Signature
Page Term Loan Credit Agreement]


 



    	 



    	 



    



 





	 	UBS LOAN FINANCE LLC,
	 	as Lender	 
	 	 	 	 
	 	By:	/s/ Irja R. Otsa	 
	 	Name: Irja R. Otsa	 
	 	Title: Associate Director	 


  


	 	 	 	 
	 	By:	/s/ David Urban	 
	 	Name: David Urban	 
	 	Title: Associate Director	 
	 	 	 	 


 


[Signature
Page Term Loan Credit Agreement]


 






    	 



    	 



    
 


 


	 	ROYAL BANK OF CANADA,
	 	as Lender	 
	 	 	 	 
	 	By:	/s/ James S. Wolfe	 
	 	Name: James S. Wolfe	 
	 	Title: Managing Director
Head of US Leveraged Finance	 
	 	 	 	 


 


[Signature
Page Term Loan Credit Agreement]


 






    	 



    	 



    
  


EXHIBIT A

to

CREDIT AGREEMENT


 


FORM OF NOTE


 


THIS 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 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.


 


THIS NOTE IS BEING ISSUED WITH ORIGINAL
ISSUE DISCOUNT (“OID”) FOR U.S. FEDERAL INCOME TAX PURPOSES. FOR INFORMATION ABOUT THE ISSUE PRICE, THE AMOUNT OF OID,
THE ISSUE DATE AND THE YIELD TO MATURITY WITH RESPECT TO THIS NOTE, PLEASE CONTACT THE CHIEF FINANCIAL OFFICER AT (281) 897-7837.


 


	$____________	New York, New York
	 	[_______ __, 20__]


 


FOR VALUE RECEIVED,
the undersigned, NCI BUILDING SYSTEMS, 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 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, located at One Madison Avenue
New York, NY 10010, Attn: Sean Portrait (Agency Manager) 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 Note is one of
the Notes referred to in, and is subject in all respects to, the Credit Agreement, dated as of June 22, 2012 (as amended, restated,
amended and restated, 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 parties thereto (including the Lender)
(the “Lenders”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as
administrative agent for the Lenders and as collateral agent for the Secured Parties (as defined therein),
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 Note in respect
thereof. The holder hereof, by its acceptance of this 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.


 



    	 



    	 



    

 


EXHIBIT A

to

CREDIT AGREEMENT


 


Page 2


 


Upon the occurrence
of any one or more of the Events of Default specified in the Credit Agreement, all amounts remaining unpaid on this 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 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 Note.


 


THIS NOTE 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 SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE
AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. 


 


	 	NCI BUILDING SYSTEMS, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



    	 



    	 



    

 


EXHIBIT B

to

CREDIT AGREEMENT


 


FORM OF GUARANTEE AND COLLATERAL
AGREEMENT


 









































 



GUARANTEE AND COLLATERAL AGREEMENT


 


made by


 


NCI BUILDING SYSTEMS, INC.,


 


and certain of its Subsidiaries,


 


in favor of


 


CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,


 


as Collateral Agent


 


Dated as of June 22, 2012


 


 


 



    	 



    	 



    
 

	SECTION 1  Defined Terms	2
	 	 
	1.1	Definitions.	2
	1.2	Other Definitional Provisions.	11
	 	 	 
	SECTION 2  Guarantee	12
	 	 
	2.1	Guarantee.	12
	2.2	Right of Contribution	13
	2.3	No Subrogation	13
	2.4	Amendments, etc. with Respect to the Obligations	13
	2.5	Guarantee Absolute and Unconditional	14
	2.6	Reinstatement	15
	2.7	Payments	16
	 	 	 
	SECTION 3  Grant of Security Interest	16
	 	 
	3.1	Grant	16
	3.2	Pledged Collateral	17
	3.3	Certain Limited Exceptions	17
	3.4	Intercreditor Relations	20
	 	 	 
	SECTION 4  Representations and Warranties	21
	 	 
	4.1	Representations and Warranties of Each Guarantor	21
	4.2	Representations and Warranties of Each Grantor	21
	4.3	Representations and Warranties of Each Pledgor	24
	 	 	 
	SECTION 5  Covenants	26
	 	 
	5.1	Covenants of Each Guarantor	26
	5.2	Covenants of Each Grantor	26
	5.3	Covenants of Each Pledgor	30
	 	 	 
	SECTION 6  Remedial Provisions	33
	 	 
	6.1	Certain Matters Relating to Accounts.	33
	6.2	Communications with Obligors; Grantors Remain Liable.	34
	6.3	Pledged Stock.	34
	6.4	Proceeds to Be Turned Over to the Collateral Agent	36
	6.5	Application of Proceeds	36
	6.6	Code and Other Remedies	36
	6.7	Registration Rights.	37
	6.8	Waiver; Deficiency	38



 






    	(i)



    	 



    
 


	SECTION 7  The Collateral Agent	39
	 	 
	7.1	Collateral Agent’s Appointment as Attorney-in-Fact, etc.	39
	7.2	Duty of Collateral Agent	40
	7.3	Financing Statements	41
	7.4	Authority of Collateral Agent	41
	7.5	Right of Inspection	41
	 	 	 
	SECTION 8  Non-Lender Secured Parties	42
	 	 
	8.1	Rights to Collateral.	42
	8.2	Appointment of Agent	43
	8.3	Waiver of Claims	43
	8.4	Designation of Non-Lender Secured Parties	44
	 	 	 
	SECTION 9  Miscellaneous	44
	 	 
	9.1	Amendments in Writing	44
	9.2	Notices	44
	9.3	No Waiver by Course of Conduct; Cumulative Remedies	45
	9.4	Enforcement Expenses; Indemnification.	45
	9.5	Successors and Assigns	46
	9.6	Set-Off	46
	9.7	Counterparts	46
	9.8	Severability	46
	9.9	Section Headings	47
	9.10	Integration	47
	9.11	GOVERNING LAW	47
	9.12	Submission to Jurisdiction; Waivers	47
	9.13	Acknowledgments	48
	9.14	WAIVER OF JURY TRIAL	48
	9.15	Additional Granting Parties	48
	9.16	Releases.	48
	9.17	Judgment.	50


 


SCHEDULES


 


	Schedule 1	--	Notice Addresses of Granting Parties
	Schedule 2	--	Pledged Securities
	Schedule 3	--	Perfection Matters
	Schedule 4	--	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


 






    	(iii)



    	 



    
 


GUARANTEE AND COLLATERAL AGREEMENT


 


GUARANTEE AND COLLATERAL
AGREEMENT, dated as of June 22, 2012, made by NCI Building Systems, Inc., a Delaware corporation (the “Borrower”)
and certain Subsidiaries of the Borrower that are signatories hereto, in favor of CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as collateral
agent (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”)
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.


 


W I T N E S S E T H :


 


WHEREAS, pursuant to
that certain Credit Agreement, dated as of the date hereof (as amended, amended and restated, waived, supplemented 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 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 Borrower, the Borrower’s Domestic Subsidiaries that are
party hereto and any other Domestic Subsidiary of the Borrower that becomes a party hereto from time to time after the date hereof
(all of the foregoing collectively, the “Granting Parties”);


 


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 for the benefit of the Secured Parties (as defined below);


 


WHEREAS, pursuant to
that certain Loan and Security Agreement, dated as of October 20, 2009 (as amended pursuant to Amendment No. 1 to Loan and Security
Agreement, dated as of December 3, 2010 and Amendment No. 2 to Loan and Security Agreement, dated as of May 2, 2012, and as further
amended, amended and restated, waived, supplemented 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 Facility Agreement”), among the Borrower, the Subsidiaries of the Borrower party thereto from
time to time, Wells Fargo Capital Finance, LLC (formerly known as Wells Fargo Foothill, LLC), as administrative agent and collateral
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 party thereto upon the terms and subject to the conditions
set forth therein;



    	 



    	 



    
 


WHEREAS, pursuant to
the Senior ABL Facility Agreement, the Borrower and the Subsidiaries of the Borrower party thereto have granted a first priority
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 Term Loan Priority Collateral (as defined
herein) (subject in each case to Permitted Liens);


 


WHEREAS, on the date
hereof, the Collateral Agent became a party to the Intercreditor Agreement, dated as of October 20, 2009, among the ABL Agent,
Wells Fargo Bank, National Association as the initial control agent thereunder and the other parties thereto, acknowledged by the
Borrower and the Granting Parties (as amended by the Intercreditor Agreement Amendment and as further amended, amended and restated,
waived, supplemented or otherwise modified from time to time (subject to Subsection 9.1), the “ABL/Term Loan Intercreditor
Agreement”) as the Term Loan Agent and Control Agent thereunder; and


 


WHEREAS, the Collateral
Agent and 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 L, and acknowledged by the Borrower and the other Granting Parties (as amended,
amended and restated, waived, supplemented 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


 


1.1Definitions.


 


(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 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, Letter-of-Credit Rights, Money, Promissory Notes, Records, Securities, Securities Accounts and Supporting
Obligations.


 


(b)The following
terms shall have the following meanings:


 


“ABL Agent”:
as defined in the recitals hereto.



    	2



    	 



    
 


“ABL Collateral
Agent”: the “Working Capital Agent” as defined in the ABL/Term Loan Intercreditor Agreement.


 


“ABL Obligations”:
the “Working Capital Obligations” as defined in the ABL/Term Loan Intercreditor Agreement.


 


“ABL Priority
Collateral”: the “Working Capital Priority Collateral” as defined in the ABL/Term Loan Intercreditor Agreement.


 


“ABL Secured
Parties”: the “Secured Parties” as defined in the Senior ABL Facility Agreement.


 


“ABL/Term Loan
Intercreditor Agreement”: as defined in the recitals hereto.


 


“Accounts”:
all accounts (as defined in the Code) of each Grantor, including, without limitation, all Accounts (as defined in the Credit Agreement)
and Accounts Receivable of such Grantor.


 


“Accounts Receivable”:
any right to payment for goods sold or leased or for services rendered, which is not evidenced by an instrument (as defined in
the Code) or Chattel Paper.


 


“Additional
Agent”: as defined in the ABL/Term Loan Intercreditor Agreement.


 


“Additional
Claimholders”: as defined in the ABL/Term Loan Intercreditor Agreement.


 


“Additional
Collateral Documents”: as defined in the ABL/Term Loan Intercreditor Agreement.


 


“Additional
Obligations”: as defined in the ABL/Term Loan 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 Facility or any Assumed Indebtedness) on such
date.


 


“Administrative
Agent”: as defined in the preamble hereto.


 


“Agreement”:
this Guarantee and Collateral Agreement, as the same may be amended, restated, supplemented, waived or otherwise modified from
time to time.


 


“Applicable
Law”: as defined in Subsection 9.8.



    	3



    	 



    
 


“Bank Products
Affiliate”: any Person who (a) 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, (b) was a Lender or an Affiliate of a Lender at
the time of entry into such Bank Products Agreement, and (c) has been 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 Affiliate with
respect to more than one Credit Facility).


 


“Bank Products
Agreement”: (x) any agreement pursuant to which a bank or other financial institution agrees to provide any of the following
products, services or facilities: (a) Cash Management Services; (b) commercial credit card and merchant card services; and (c)
other banking products or services as may be requested by any Grantor, other than letters of credit, and (y) any interest rate,
foreign currency, commodity 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 or equity values (including, without limitation, 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.


 


“Bank Products
Provider”: any Person (other than a Bank Products Affiliate) that has entered into a Bank Products Agreement with a Grantor
with the obligations of such Grantor thereunder being secured by this Agreement or one or more other Loan Documents, as designated
by the Borrower in accordance with Subsection 8.4 hereof (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).


 


“Bankruptcy
Case”: (i) 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 the Borrower or any of its Subsidiaries making a general assignment for the
benefit of its creditors; or (ii) there being commenced against 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.


 


“Borrower”:
as defined in the preamble hereto.


 


“Borrower Obligations”:
the collective reference to all obligations and liabilities of the Borrower in respect of the unpaid principal of and interest
on (including, without limitation, interest and fees accruing after the maturity of the Loans 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 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 other Loan Documents, any Bank Products Agreement entered into with
any Bank Products Affiliate or Bank Products 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 Bank Products Agreement, fees, indemnities,
costs, expenses or otherwise (including, without limitation, 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).



    	4



    	 



    
 


“Cash Management
Accounts”: as defined in the Senior ABL Facility Agreement.


 


“Cash Management
Services”: any services provided from time to time to the Grantors in connection with operating, collections, payroll,
trust, or other depository or disbursement accounts or otherwise consisting of treasury or cash management services, including
automated clearinghouse, controlled disbursement, depository, electronic funds transfer, information reporting, lockbox, stop payment,
return item, netting, overdraft and/or wire transfer services.


 


“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 Subsection 6.5, Section 8 and Subsection
9.16(b) (including the definition of “Security Collateral” as used in such Subsection), “Collateral”
shall have the meaning assigned to such term in the Credit Agreement.


 


“Collateral
Account Bank”: a bank which at all times is 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) the Term Loan Representative (as defined in the ABL/Term Loan Intercreditor Agreement), (ii) if
the Junior Lien Intercreditor Agreement is executed, the Senior Priority Representative (as defined therein) and (iii) if any Other
Intercreditor Agreement is executed, the Person acting as representative for the Collateral Agent and the Secured Parties thereunder
for the applicable purpose contemplated by this 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
$3,000,000.



    	5



    	 



    
 


“Commitments”:
as to any Lender, the commitment, if any, of such Lender to make extensions of credit to the Borrower.


 


“Concentration
Accounts”: as defined in the Senior ABL Facility 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, supplemented, waived or otherwise modified, and all rights of such Grantor thereunder, including without limitation (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.


 


“Control Agent”:
as defined in the ABL/Term Loan Intercreditor Agreement.


 


“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, without limitation, any material license agreements 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, without limitation, 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, without limitation, 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 Agreement”:
as defined in the recitals hereto.


 


“Credit Facility”:
a “Credit Agreement” as defined in the ABL/Term Loan Intercreditor Agreement.


 


“Discharge of
ABL Obligations”: the “Discharge of Working Capital Obligations” as defined in the ABL/Term Loan Intercreditor
Agreement.



    	6



    	 



    
 


“Discharge of
Additional Obligations”: as defined in the ABL/Term Loan Intercreditor Agreement.


 


“Excluded Assets”:
as defined in Subsection 3.3.


 


“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, trademark applications, trade names, 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.


 


“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”:
as defined in the recitals hereto.


 


“Grantor”:
the Borrower, the Borrower’s Domestic Subsidiaries that are party hereto and any other Domestic Subsidiary of the Borrower
that becomes a party hereto from time to time after the date hereof.


 


“Guarantor Obligations”:
with respect to any Guarantor, the collective reference to (i) the 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 Bank Products Agreement entered into with any Bank Products Affiliate
or Bank Products Provider, or any other document made, delivered or given in connection therewith of such Guarantor, in each case
whether on account of guarantee obligations, reimbursement obligations, amounts payable in connection with any such Bank Products
Agreement or a termination of any transaction entered into pursuant to any such Bank Products Agreement, fees, indemnities, costs,
expenses or otherwise (including, without limitation, all reasonable fees and disbursements of counsel to the Administrative Agent,
to the Other Representatives or to the Lenders 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).


 


“Guarantors”:
the collective reference to each Granting Party, other than the Borrower.


 


“Instruments”:
as defined in Article 9 of the Code but excluding Pledged Securities.



    	7



    	 



    
 


“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 $3,000,000 evidencing loans
made by such Grantor to the Borrower or any of its Restricted Subsidiaries.


 


“Intercreditor
Agreements”: (a) the ABL/Term Loan Intercreditor Agreement, (b) the Junior Lien Intercreditor Agreement (upon and during
the effectiveness thereof) 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 as amended, amended and
restated, waived, supplemented or otherwise modified from time to time (subject to Subsection 9.1)) (upon and during the
effectiveness thereof).


 


“Inventory”:
with respect to any Grantor, all inventory (as defined in the Code) of such Grantor, including, without limitation, 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 Uniform Commercial Code as in effect in the State of New York 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 stock, (b) any margin stock (within the meaning of Regulation U) and (c) 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 the Persons identified on Schedule 2 as the issuers of Pledged Stock, together with any successors
to such companies (including, without limitation, any successors contemplated by Subsection 8.7 of the Credit Agreement).


 


“Junior Lien
Intercreditor Agreement”: as defined in the recitals hereto.


 


“Lender”:
as defined in the preamble hereto.


 


“Non-Lender
Secured Parties”: the collective reference to all Bank Products Affiliates and Bank Products Providers and their respective
successors, assigns and transferees.


 


“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, without limitation, the material license
agreements 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.



    	8



    	 



    
 


“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, without limitation, all patents and
patent applications identified in Schedule 5, and including, without limitation, (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,
without limitation, 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, the Pledged Securities now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof.


 


“Pledged Notes”:
with respect to any Pledgor, 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.


 


“Pledged Stock”:
with respect to any Pledgor, the shares of Capital Stock listed on Schedule 2 as held by such Pledgor, together with any
other shares of Capital Stock 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 the Capital Stock of
any Issuer that may be issued or granted to, or held by, such Pledgor while this Agreement is in effect; 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 of the Capital Stock of a Subsidiary of a Foreign Subsidiary, (iii) de minimis shares
of a Foreign Subsidiary held by any Pledgor as a nominee or in a similar capacity, (iv) Capital Stock of any Captive Insurance
Subsidiary, (v) any margin stock (within the meaning of Regulation U), (vi) any Capital Stock of any Unrestricted Subsidiary and
(vii) without duplication, any Excluded Assets.


 


“Pledgor”:
the Borrower (with respect to Pledged Stock of the entities listed on Schedule 2 held by the Borrower and all other Pledged
Collateral of the Borrower) and each other Granting Party (with respect to Pledged Securities held by such Granting Party and all
other Pledged Collateral of such Granting Party).


 


“Proceeds”:
all “proceeds” as such term is defined in Section 9-102(a)(64) of the Uniform Commercial Code as in effect in the State
of New York on the date hereof and, in any event, Proceeds of Pledged Securities shall include, without limitation, all dividends
or other income from the Pledged Securities, collections thereon or distributions or payments with respect thereto.



    	9



    	 



    
 


“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,
(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
Facility Agreement”: as defined in the recitals hereto and as further defined in the Credit Agreement.


 


“Specified Asset”:
as defined in Subsection 4.2.2.


 


“Term Loan Priority
Collateral”: as defined in the ABL/Term Loan Intercreditor Agreement.


 


“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, without limitation, 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,
without limitation, 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, without limitation, (i) all income,
royalties, damages and payments now and hereafter due and/or payable with respect thereto, including, without limitation, 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, without limitation, the material license agreements 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.



    	10



    	 



    
 


“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, without limitation, each registration and application identified in Schedule
5, and including, without limitation, (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, without limitation, 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.


 


“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.


 


“Working Capital
Credit Agreement”: as defined in the ABL/Term Loan Intercreditor Agreement.


 


1.2Other
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.



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(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


 


2.1Guarantee.


 


(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.


 


(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 the Loans, 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 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, the sale or other disposition of all of the Capital Stock of such Guarantor (to a Person other than the
Borrower or a Restricted Subsidiary) that is permitted under the Credit Agreement and (iii) the designation of such Guarantor as
an Unrestricted Subsidiary.



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(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 and all other Borrower Obligations then due and owing, are paid
in full in cash and the Commitments are terminated, (ii) the sale or other disposition of all of the Capital Stock of such Guarantor
(to a Person other than the Borrower or a Restricted Subsidiary) that is permitted under the Credit Agreement and (iii) the designation
of such Guarantor as an Unrestricted Subsidiary.


 


2.2Right
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 Worths of the Guarantors 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.


 


2.3No 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 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 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.



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2.4Amendments,
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, waived, 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 Lenders(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.


 


2.5Guarantee
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 any of 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, any of 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, without limitation: (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 its 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.



    	14



    	 



    
 


2.6Reinstatement.
The guarantee of any Guarantor contained in this Section 2 shall continue to be effective, or be reinstated, 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.



    	15



    	 



    
 


2.7Payments.
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


 


3.1Grant.
Each Grantor 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, 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;



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(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.


 


3.2Pledged
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,
and 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.


 


3.3Certain
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 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 or other applicable
law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive
Agreements);



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(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 clause (f) of the definition of “Permitted Liens” in the Senior ABL Facility Agreement (or any corresponding
section of any successor Working Capital Credit Agreement) or (B) is subject to a Lien described in clause (h) with respect to
Purchase Money Obligations or Capitalized Lease Obligations or (o) (with respect to such Liens described in clause (h)) of the
definition of “Permitted Liens” in the Credit Agreement or (y) (A) is subject to any Lien described in clause (p)(ii)
of the definition of “Permitted Liens” in the Senior ABL Facility Agreement (or any corresponding section of any successor
Working Capital Credit Agreement) or (B) is subject to any Lien in respect of Hedging Obligations 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
(but in each case only for so long as such Liens are in place), and such Equipment or 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 any Hedging Obligations, and/or (iii) any other assets
consisting of, relating to or arising under or in connection with (1) any Interest Rate Agreements, Currency Agreements or Commodities
Agreements 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);


 


(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/leaseback transaction permitted under Subsection 10.11 of the
Senior ABL Facility Agreement (or any corresponding section of any successor Working Capital Credit Agreement) or clause (x) of
the definition of “Asset Disposition” in the Credit Agreement, or (B) is subject to any Liens permitted under Subsection
10.2 of the Senior ABL Facility Agreement (or any corresponding section of any successor Working Capital Credit Agreement)
or Subsection 8.6 of the Credit Agreement which relates to property subject to any such sale/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)Capital
Stock that constitutes de minimis shares of a Foreign Subsidiary held by any Granting Party as a nominee or in a
similar capacity;


 


(f)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;



    	18



    	 



    
 


(g)the
Acquisition Agreement and any rights therein or arising thereunder (except any proceeds of the Acquisition Agreement);


 


(h)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);


 


(i)any
fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less
than $2,000,000 individually;


 


(j)any
Vehicles and any assets subject to certificate of title;


 


(k)Letter-of-Credit
Rights and Commercial Tort Claims individually with a value of less than $3,000,000;


 


(l)assets
to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to the
Borrower 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 Term Loan Priority Collateral, the Collateral Agent, that are excessive in view of the benefits
that would be obtained by the Secured Parties;


 


(m)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) (in each case, after giving effect to the applicable anti-assignment provisions of the Code,
other than proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the Code notwithstanding
such prohibitions), or to the extent that such security interests would result in material adverse tax consequences as reasonably
determined in writing by the Borrower and consented to by the Collateral Agent (such consent not to be unreasonably withheld or
delayed) (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);


 


(n)any
assets specifically requiring perfection through control agreements (including cash, deposit accounts or other bank or securities
accounts) other than the Cash Management Accounts and the Concentration Accounts (in each case only to the extent required pursuant
to Subsection 6.6(a) of the Senior ABL Facility Agreement (or any corresponding section of any successor Working Capital
Credit Agreement));


 


(o)Foreign
Intellectual Property;


 


(p)any
aircraft, airframes, aircraft engines or helicopters, or any Equipment or other assets constituting a part thereof;



    	19



    	 



    
 


(q)any
property that would not otherwise be Term Loan Priority Collateral and is Excluded Property or Excluded Real Properties (in each
case, as such term is defined in the Senior ABL Facility Agreement); and


 


(r)any
Capital Stock and other securities of a Subsidiary to the extent that the pledge of or grant of any other Lien on such Capital
Stock and other securities for the benefit of the holders of Additional Obligations incurred in the form of notes (or the holders
of any notes that restructure, refund, replace or refinance the Term Loans or such Additional Obligations) results in the Company
being required to file separate financial statements of 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.


 


For the avoidance of doubt, if any Grantor
receives any payment or other amount under the 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.


 


3.4Intercreditor
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 other than Security Collateral constituting
Term Loan Priority Collateral, prior to the Discharge of ABL Obligations, be subject and subordinate to the Liens granted to the
ABL Collateral Agent for the benefit of the ABL Secured Parties to secure the ABL Obligations pursuant to the Senior ABL Facility
Agreement and (b) with respect to all Security Collateral, prior to the Discharge of Additional Obligations, be pari passu and
equal in priority to the Liens granted to any Additional Agent for the benefit of the holders of the applicable Additional Obligations
to secure such Additional Obligations pursuant to the applicable Additional 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
Agent, on behalf of itself and the Additional Claimholders represented thereby). The Collateral Agent acknowledges and agrees that
the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the ABL Collateral 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 Collateral
Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and any Additional
Agent, in the case of the 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) for so long as ABL Obligations remain
outstanding, 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 Collateral Agent or the Control Agent, as
applicable, to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional Obligations
remain outstanding, 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, the Control Agent or any Additional Agent
to be held in accordance with the applicable Intercreditor Agreement.



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SECTION 4



Representations and Warranties


 


4.1Representations
and Warranties of Each Guarantor. To induce 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 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.


 


4.2Representations
and Warranties of Each Grantor. To induce 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 Grantor hereby represents and warrants
to the Collateral Agent and each other Secured Party that, in each case after giving effect to the Transactions:


 


4.2.1Title;
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,
without limitation, Subsection 8.6 thereof), such Grantor owns each item of such Grantor’s Collateral free and clear
of any and all Liens. As of the Closing Date, except as set forth on Schedule 3, (x) in the case of the Term Loan Priority
Collateral, to the knowledge of such Grantor, 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 Term Loan 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, to the knowledge of such Grantor, 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, without limitation, Subsection
8.6 thereof) or any other Loan Document or for which termination statements will be delivered on the Closing Date.



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4.2.2Perfected
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 Collateral Agent, the Control Agent,
the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the applicable Intercreditor
Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and the obtaining
and maintenance of “control” (as described in the Code) by the Collateral Agent, the Administrative Agent,  the
ABL Collateral Agent, the Control 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 Intercreditor Agreement of all Deposit
Accounts, Cash Management Accounts, Concentration Accounts, the Collateral Proceeds Account, Electronic Chattel Paper and Letter-of-Credit
Rights a security interest in which is perfected by “control” (in the case of Deposit Accounts, Cash Management Accounts
and the Concentration Accounts to the extent required under Subsection 6.6(a) of the Senior ABL Facility Agreement (or any
corresponding section of any successor Working Capital Credit Agreement)) and in the case of Commercial Tort Actions (other than
such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), 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 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 Collateral Agent, the Control Agent, the applicable Collateral Representative or any Additional
Agent (in accordance with the 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:



    	22



    	 



    
 


“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 delivered to the Collateral Agent by such Grantor on the Closing Date for filing in the jurisdictions
listed in Schedule 4.


 


“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 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;


 


(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 of the applicable 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);


 


(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) or to a Deposit Account of a Grantor
subject to the Collateral Agent’s control; and



    	23



    	 



    
 


(7) uncertificated
securities (to the extent a security interest is not perfected by the filing of a financing statement).


 


4.2.3Jurisdiction
of Organization. On the date hereof, such Grantor’s jurisdiction of organization is specified on Schedule 4.


 


4.2.4Farm
Products. None of such Grantor’s Collateral constitutes, or is the Proceeds of, Farm Products.


 


4.2.5Accounts
Receivable. The amounts represented by such Grantor 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 Accounts Receivable constituting Term
Loan Priority 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
in accordance with GAAP. Unless otherwise indicated in writing to the Administrative Agent, each Account Receivable of such Grantor
arises out of a bona fide sale and delivery of goods or rendition of services by such Grantor. Such Grantor 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 may otherwise advise the Administrative Agent in writing.


 


4.2.6Patents,
Copyrights and Trademarks. Schedule 5 lists all material Trademarks, material Copyrights and material Patents, in each
case, registered in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and owned
by such Grantor in its own name as of the date hereof, and all material Trademark Licenses, all material Copyright Licenses and
all material Patent Licenses (including, without limitation, material Trademark Licenses for registered Trademarks, material Copyright
Licenses for registered Copyrights and material Patent Licenses for registered Patents but excluding licenses to commercially available
“off-the-shelf” software) owned by such Grantor in its own name as of the date hereof, in each case, that is solely
United States Intellectual Property.


 


4.3Representations
and Warranties of Each Pledgor. To induce the Collateral Agent, 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 Pledgor
hereby represents and warrants to the Collateral Agent and each other Secured Party that:


 


4.3.1Except
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,
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.



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4.3.2[Reserved].


 


4.3.3Such
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 Permitted
Liens.


 


4.3.4Upon
the delivery to the Collateral Agent, the ABL Collateral Agent, the Control Agent, the applicable Collateral Representative or
any Additional Agent, as applicable, in accordance with the 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 in such Pledged Securities constituting certificated securities by this Agreement, assuming the continuing possession
of such Pledged Securities by the Collateral Agent, the ABL Collateral Agent, the Control Agent, the applicable Collateral Representative
or any Additional Agent as applicable, in accordance with the 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 Collateral Agent, the Control 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 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.


 


4.3.5Upon
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 listed on Schedule 3 or pursuant to Subsection 7.9 of the Credit
Agreement and (y) the obtaining and maintenance of “control” (as described in the Code) by the Collateral Agent, the
ABL Collateral Agent, the Control Agent, the applicable Collateral Representative or any Additional Agent (or their respective
agents appointed for purposes of perfection), as applicable, in accordance with the 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 Collateral Agent, the Control Agent, the applicable Collateral Representative and any Additional
Agent) 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 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.



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4.3.6Letter-of-Credit
Rights. Schedule 7 lists all Letter-of-Credit Rights not constituting Excluded Assets owned by any Grantor on the date
hereof.


 


SECTION 5



Covenants


 


5.1Covenants
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 and all other Obligations then
due and owing, shall have been paid in full in cash and the Commitments shall have terminated, (ii) as to any Guarantor, the date
upon which all the Capital Stock of such Guarantor shall have been sold or otherwise disposed of (to a Person other than the Borrower
or any Restricted Subsidiary) in accordance with the terms of the Credit Agreement or (iii) as to any Guarantor, the designation
of such Guarantor as an Unrestricted Subsidiary, 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.


 


5.2Covenants
of Each Grantor. Each Grantor 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 and all other Obligations then due
and owing shall have been paid in full in cash and the Commitments shall have terminated, (ii) as to any Grantor, the date upon
which all the Capital Stock of such Grantor shall have been sold or otherwise disposed of (to a Person other than the Borrower
or any Restricted Subsidiary) in accordance with the terms of the Credit Agreement or (iii) as to any Grantor, the designation
of such Grantor as an Unrestricted Subsidiary:


 


5.2.1Delivery
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 Collateral Agent, the Control Agent, the
applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the applicable Intercreditor Agreement,
such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent, the ABL Collateral Agent, the Control 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 Collateral Agent, the Control 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].


 


5.2.3Payment
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, without limitation, 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.


 


5.2.4Maintenance
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
Term Loan Priority Collateral and such other reports in connection with such Grantor’s Term Loan 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, without limitation, the filing of any financing or continuation statements under
the Uniform Commercial Code (or other similar laws) in effect 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 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 Facility Agreement is in effect, as required by Subsection
6.6(a) of the Senior ABL Facility Agreement (or any corresponding section of any successor Working Capital Credit Agreement)
and (B) in the case of Collateral that constitutes Capital Stock or Intercompany Notes in certificated form, delivering such Capital
Stock or Intercompany Notes to the Collateral Agent, (or another Person as required under the ABL/Term Loan Intercreditor Agreement),
(x) take any action in order to perfect any security interests in cash, deposit accounts or securities accounts (except
to the extent consisting of proceeds perfected by the filing of a financing statement under the Code), (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 the 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.


 


5.2.5Changes
in Name, Jurisdiction of Organization, etc. Such Grantor will give prompt written notice to the Collateral Agent of any change
in its name or jurisdiction of organization (whether by merger of otherwise) (and in any event within thirty (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.


 


5.2.6Notices.
Such Grantor will advise the Collateral Agent promptly, in reasonable detail, of:


 


(a)any
Lien (other than security interests created hereby or Permitted Liens) on any of such Grantor’s (i) Term Loan Priority Collateral
and (ii) after the Discharge of ABL Obligations, Collateral, in each case, which would materially adversely affect the ability
of the Collateral Agent to exercise any of its remedies hereunder; and


 


(b)the
occurrence of any other event which would reasonably be expected to have a material adverse effect on the security interests in
(i) the Term Loan Priority Collateral created hereby and (ii) after the Discharge of ABL Obligations, the Collateral created hereby.


 


5.2.7Pledged
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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5.2.8Accounts
Receivable.


 


(a)At any
time with respect to Accounts Receivable constituting Term Loan Priority Collateral, and after the Discharge of ABL Obligations
with respect to Accounts Receivable constituting ABL Priority Collateral, 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 or (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 Term Loan Priority Collateral taken as a whole and after the
Discharge of ABL Obligations would not reasonably be expected to materially adversely affect the value of the Accounts Receivable
constituting Collateral taken as a whole.


 


(b)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 Term Loan Priority Collateral, and, after the Discharge of ABL Obligations, constituting Collateral
that disputes the validity or enforceability of more than 5% of the aggregate amount of the then outstanding Accounts Receivable.


 


5.2.9Maintenance
of Records. Such Grantor will keep and maintain at its own cost and expense reasonably satisfactory and complete records of
its Collateral, including, without limitation, 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.


 


5.2.10Acquisition
of Intellectual Property. Within ninety (90) days after the end of each calendar year, such Grantor will notify the Collateral
Agent of any acquisition by such Grantor of (i) any registration of any material United States Copyright, Patent or Trademark or
(ii) any exclusive rights under a material United States Copyright License, Patent License or Trademark License constituting Collateral,
and 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 on the date
hereof, 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 of any applicable jurisdiction and/or (II) in the United States Patent and Trademark Office, or with
respect to Copyrights and Copyright Licenses, the United States Copyright Office.



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5.2.11[Reserved].


 


5.2.12Commercial
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. If any Grantor shall at any time after the date of this Agreement
acquire a Commercial Tort Action, such Grantor shall promptly notify the Collateral Agent thereof in a writing signed by such Grantor
and describing the details thereof and shall grant to the Collateral Agent in such writing a security interest therein and in the
proceeds thereof, all upon and subject to the terms of this Agreement.


 


5.2.13[RESERVED]


 


5.2.14Protection
of Trademarks. Such Grantor shall, with respect to any Trademarks that are material to the business of such Grantor, 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, except as would not reasonably be expected to have
a Material Adverse Effect.


 


5.2.15Protection
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 Grantor
may lapse, expire, or become abandoned, or unenforceable, except as would not reasonably be expected to have a Material Adverse
Effect.


 


5.2.16Assignment
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 Term Loan 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.


 


5.3Covenants
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 and all other Obligations then due and owing shall have
been paid in full in cash and the Commitments shall have terminated, (ii) as to any Pledgor, all the Capital Stock of such Pledgor
shall have been sold or otherwise disposed of (to a Person other than the Borrower or any Restricted Subsidiary) as permitted under
the terms of the Credit Agreement or (iii) the designation of such Pledgor as an Unrestricted Subsidiary:



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5.3.1Additional
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, without limitation, 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 Collateral Agent, the Control Agent, any applicable Collateral Representative or any Additional Agent, as
applicable, in accordance with the applicable Intercreditor Agreement, in the exact form received, duly indorsed by such Pledgor
to the Collateral Agent, the ABL Collateral Agent, the Collateral Agent, any applicable Collateral Representative or any Additional
Agent, as applicable, in accordance with the 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 Collateral Agent,
the Control Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the 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 Collateral Agent, the Control Agent, any applicable Collateral Representative, or any Additional Agent, as applicable,
in accordance with the applicable Intercreditor Agreement to be held by the Collateral Agent, the ABL Collateral Agent, the Control
Agent, any applicable Collateral Representative, or any Additional Agent, as applicable, in accordance with the 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 Collateral Agent, the Control Agent, the applicable Collateral Representative or
any Additional Agent, as applicable, in accordance with the applicable Intercreditor Agreement, to be held by the Collateral Agent,
the ABL Collateral Agent, the Control Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in
accordance with the applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the
Obligations, in each case except as otherwise provided by the 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 Collateral Agent, the Control Agent, the applicable Collateral
Representative or any Additional Agent, as applicable, in accordance with the 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.


 


5.3.2[RESERVED]



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5.3.3Pledged
Notes. Such Pledgor shall, on the date of this Agreement (or on such later date upon which it becomes a party hereto pursuant
to Subsection 9.15) deliver to the Collateral Agent, the ABL Collateral Agent, the Control Agent, the applicable Collateral
Representative or any Additional Agent, as applicable, in accordance with the 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 Collateral Agent, the Control Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance
with the applicable Intercreditor Agreement. Furthermore, within ten Business Days after any Pledgor obtains a Pledged Note, such
Pledgor shall cause such Pledged Note to be delivered to the Collateral Agent, the ABL Collateral Agent, the Control Agent, the
applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the applicable Intercreditor Agreement,
endorsed in blank or, at the request of the Collateral Agent, the ABL Collateral Agent, the Control Agent, any applicable Collateral
Representative or any Additional Agent, as applicable, in accordance with the applicable Intercreditor Agreement, endorsed to the
Collateral Agent, the ABL Collateral Agent, the Control Agent, any applicable Collateral Representative or any Additional Agent,
as applicable, in accordance with the applicable Intercreditor Agreement.


 


5.3.4Maintenance
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 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 Facility Agreement is in effect, as required by Subsection 6.6(a) of the Senior ABL Facility Agreement
(or any corresponding section of any successor Working Capital Credit Agreement) and (B) in the case of Collateral that constitutes
Capital Stock or Intercompany Notes in certificated form, delivering such Capital Stock or Intercompany Notes to the Collateral
Agent (or another Person as required under the ABL/Term Loan Intercreditor Agreement), (x) take any action in order to perfect
any security interests in cash, deposit accounts or securities accounts (except to the extent consisting of proceeds perfected
by the filing of a financing statement under the Code), (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


 


6.1Certain
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
has occurred (and subject to any 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 has occurred (subject to any 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].


 


(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 has occurred, subject to any applicable Intercreditor Agreement, at
the Collateral Agent’s request, each Grantor 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,
without limitation, all statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders,
invoices and shipping receipts.


 


(d)So long
as no Event of Default has occurred and is continuing, the Collateral Agent shall instruct the Collateral Account Bank to promptly
remit any funds on deposit in each Grantor’s 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 has occurred (and subject to any applicable Intercreditor Agreement), the Collateral Agent at its option may
require that each Collateral Proceeds Account and the General Fund Account of each Grantor 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.



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6.2Communications
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 has occurred
(and subject to any 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 has occurred (and subject to any applicable
Intercreditor Agreement), each Grantor 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.


 


(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.


 


6.3Pledged
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 (subject to the last two
sentences of Subsection 5.3.1) and all payments made in respect of the Pledged Notes, and to exercise all voting and corporate
rights with respect to the Pledged Stock.



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(b)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, or the ABL Collateral Agent, the Control Agent, the applicable Collateral
Representative or any Additional Agent, as applicable, in accordance with the terms of each applicable Intercreditor Agreement,
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, the ABL Collateral Agent,
the Control Agent, the applicable Collateral Representative or any Additional Agent or the respective nominee thereof, and the
Collateral Agent, the ABL Collateral Agent, the Control Agent, the applicable Collateral Representative or any Additional Agent,
as applicable, or acting through its respective nominee, if applicable, in accordance with the terms of each applicable Intercreditor
Agreement, 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, without
limitation, 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, the ABL Collateral Agent, the Control Agent, the applicable Collateral Representative or any Additional
Agent, as applicable, in accordance with the terms of each applicable Intercreditor Agreement, 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, the ABL Collateral Agent, the Control Agent, the applicable Collateral Representative or any Additional Agent, as applicable,
in accordance with the terms of each applicable Intercreditor Agreement, 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, the ABL Collateral Agent, the Control Agent, the applicable Collateral Representative,
or any Additional Agent, as applicable, in accordance with the terms of each applicable Intercreditor Agreement, 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, the ABL Collateral Agent, the Control Agent, the applicable Collateral
Representative or any Additional Agent, as applicable, in accordance with the terms of each applicable Intercreditor Agreement,
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.


 


(c)Each Pledgor
hereby authorizes and instructs each Issuer or maker of any Pledged Securities pledged by such Pledgor hereunder to (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.



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6.4Proceeds
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, 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 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, or the ABL Collateral Agent and the other ABL Secured Parties or any Additional Agent and the other applicable
Additional Claimholders or Additional Secured Parties (as defined in the applicable Intercreditor Agreement), or the applicable
Collateral Representative, as applicable, in accordance with the terms of the 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
Collateral Agent, the Control 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 Collateral Agent, the
Control 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 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. All
Proceeds of 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.


 


6.5Application
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 Collateral (as defined in the Credit Agreement) 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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6.6Code
and Other Remedies. 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, 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, 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 the Intercreditor Agreements, 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, without limitation, 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, without limitation, 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.


 


6.7Registration
Rights.


 


(a)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.



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(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).


 


6.8Waiver;
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 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


 


7.1Collateral
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 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 Term Loan Priority 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
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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7.2Duty
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).


 


7.3Financing
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, without limitation,
the collateral description “all personal property” or “all assets” or words of similar meaning in any such
financing statements. 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.


 


7.4Authority
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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7.5Right
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, 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 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).


 


SECTION 8



Non-Lender Secured Parties


 


8.1Rights
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, without limitation, 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 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.


 


(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, without limitation, 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 of 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 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.



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(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.


 


8.2Appointment
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.



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8.3Waiver
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, without limitation, 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 the Borrower, any Subsidiary of the Borrower, 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.


 


8.4Designation
of Non-Lender Secured Parties. The Borrower may from time to time designate a Person as a “Bank Products Affiliate”
or a “Bank Products Provider” hereunder by written notice to the Collateral Agent. Upon being so designated by the
Borrower, such Bank Products Affiliate or Bank Products 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 Bank Products Agreement
have not been designated as ABL Obligations or Additional Obligations.


 


SECTION 9



Miscellaneous


 


9.1Amendments
in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented 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, modification or waiver 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, modification or waiver would directly and adversely affect such 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, amendment
and restatement, waiver, supplement 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 waiving, amending, supplementing 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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9.2Notices.
All notices, requests and demands to or upon 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 Granting Party shall be addressed to such Granting Party at its notice address set forth on Schedule 1, unless and until
such Granting Party 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.


 


9.3No 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.


 


9.4Enforcement
Expenses; Indemnification.


 


(a)Each Granting
Party 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 Granting Party under the guarantee contained in Section 2 or otherwise
enforcing or preserving any rights under this Agreement against such Granting Party and the other Loan Documents to which such
Granting Party is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Secured Parties,
the Collateral Agent and the Administrative Agent.


 


(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.


 


(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.



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9.5Successors
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; provided that no Granting Party may assign, transfer
or delegate any of its rights or obligations under this Agreement without the prior written consent of the Collateral Agent, except
as permitted by the Credit Agreement.


 


9.6Set-Off.
Each Granting Party 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 Granting Party 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 Granting Party 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 Granting Party, 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 Granting Party 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, without limitation, other rights of set-off)
which the Collateral Agent, the Administrative Agent or such other Secured Party may have.


 


9.7Counterparts.
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all
of said counterparts taken together shall be deemed to constitute one and the same instrument.


 


9.8Severability.
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.



    	46



    	 



    
 


9.9Section
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.


 


9.10Integration.
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.


 


9.11GOVERNING
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.


 


9.12Submission
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 and (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;


 


(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;



    	47



    	 



    
 


(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.


 


9.13Acknowledgments.
Each Granting Party 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
Granting Party arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between
the Granting Party, 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 Granting Party and the Secured Parties.


 


9.14WAIVER
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.


 


9.15Additional
Granting Parties. Each new Subsidiary of the Borrower that is required to become a party to this Agreement pursuant to Subsection
7.9(b) or (c) of the Credit Agreement shall become a Granting Party for all purposes of this Agreement upon execution
and delivery by such 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) 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.


 


9.16Releases.



    	48



    	 



    
 


(a)At such
time as the Loans 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, all Security Collateral shall be 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 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 shall deliver to such Granting Party (without recourse and without any
representation or warranty, except to the extent inconsistent with this Agreement or applicable law) 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 without limitation UCC termination statements), and do or cause to be done all other acts, as any Granting
Party shall reasonably request to evidence such termination.


 


(b)Upon any
sale or other disposition of Security Collateral permitted by the Credit Agreement (other than any sale or disposition to another
Grantor), the Lien pursuant to this Agreement on such sold or disposed of Security Collateral shall be automatically released.
In connection with the sale or other disposition of all of the Capital Stock of any Granting Party (other than to the Borrower
or any Restricted Subsidiary) or the sale or other disposition of Security Collateral (other than a sale or disposition to another
Grantor) permitted under the Credit Agreement, 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 or other
disposition, identifying such Granting Party or the relevant Security Collateral and the terms of the sale or other disposition
in reasonable detail, including the price thereof and any expenses in connection therewith, 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 (without recourse and without any representation or warranty, except to the extent
inconsistent with this Agreement or applicable law), 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 without limitation 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 the
designation of any Granting Party as an Unrestricted 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 Collateral Agent shall, upon the request of the Borrower
or such Granting Party, deliver to the Borrower or such Granting Party (without recourse and without any representation or warranty,
except to the extent inconsistent with this Agreement or applicable law) 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 without limitation 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.



    	49



    	 



    
 


(d)Upon any
Security Collateral being or becoming an Excluded Asset, 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 execute, acknowledge and deliver to such Granting Party
such releases, instruments or other documents (including without limitation UCC termination statements), and do or cause to be
done all other acts, as such Granting Party shall reasonably request to evidence such release.


 


(e)So long
as no Event of Default has occurred and is continuing, the Collateral 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.


 


(f)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.


 


9.17Judgment.


 


(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 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 Granting Party in respect of this Agreement to the Collateral Agent, for the benefit of the Secured Parties, 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 Collateral Agent of any sum adjudged to be so due in the judgment currency, 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 Granting Party agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify 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 Collateral Agent, the Collateral
Agent agrees 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.


 


[Remainder of page left blank intentionally;
Signature pages to follow.]



    	50



    	 



    
 


IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed, all as of the date first written above.


 


	 	BORROWER:
	 	 
	 	NCI BUILDING SYSTEMS, INC.
	 	 
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	 
	 	GUARANTORS:
	 	 
	 	NCI Group, Inc.
	 	 
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	 
	 	Robertson-Ceco II Corporation
	 	 
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	 
	 	Steelbuilding.com, InC.
	 	 
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	 
	 	Metl-Span LLC
	 	 
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:



 





[Signature
Pages to Term Loan Guaranty and Collateral Agreement]




 






    	 



    	 



    
 


	 	Acknowledged and Agreed to as of the date
	 	     hereof by:
	 	 	 
	 	 	 
	 	CREDIT SUISSE AG, CAYMAN ISLANDS
     BRANCH,
	 	     as Collateral Agent
	 	 	 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 


 





[Signature
Pages to Term Loan Guaranty and Collateral Agreement]




 






    	 



    	 



    
 


ANNEX 1


 


ACKNOWLEDGEMENT AND CONSENT1


 


The undersigned hereby acknowledges receipt
of a copy of the Guarantee and Collateral Agreement, dated as of June 22, 2012 (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 NCI Building Systems, Inc. and the other Granting Parties party thereto in favor of Credit
Suisse AG, Cayman Islands Branch, 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:
	 	 
	 	[__________________]


 


 


 


____________________
1
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 (the “Additional Granting Party”),
in favor of CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, 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). All capitalized terms not defined herein shall have the meaning ascribed to them in such the
Guarantee and Collateral Agreement referred to below, or if not defined therein, in the Credit Agreement.


 


W I T N E S S E T H :


 


WHEREAS, NCI Building Systems, 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 CREDIT SUISSE AG, CAYMAN ISLANDS
BRANCH, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders thereunder and
as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties, and the other parties
party thereto are parties to a Credit Agreement, dated as of June 22, 2012 (as amended, supplemented, waived or otherwise modified
from time to time, the “Credit Agreement”);


 


WHEREAS, in connection with the Credit
Agreement, the Borrower and certain of its Subsidiaries are, or are to become, parties to the Guarantee and Collateral Agreement,
dated as of June 22, 2012 (as amended, supplemented, waived or otherwise modified from time to time, the “Guarantee and
Collateral Agreement”), in favor of the Collateral Agent, for the ratable benefit of the Secured Parties;


 


WHEREAS, the 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 the Additional Granting Party) in connection with the operation of their respective businesses;
and the Borrower and the other Granting Parties (including the Additional Granting Party) are engaged in related businesses, and
each such Granting Party (including the 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 Additional Granting Party to become a party to the Guarantee and Collateral Agreement; and


 


WHEREAS, the 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 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
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.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


________________________

		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:
	 	 	 
	 	CREDIT SUISSE AG, CAYMAN ISLANDS
     BRANCH,
	 	     as Collateral Agent and Administrative
	 	     Agent
	 	 	 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 


 



    	 



    	 



    
 


ANNEX 3


 


SUPPLEMENTAL AGREEMENT


 


SUPPLEMENTAL AGREEMENT, dated as of [_________
__], 2011, made by [______________________________], a [______________] corporation (the “Additional Pledgor”),
in favor of CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, 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). All capitalized terms not defined herein shall have the meaning ascribed to them in such the
Guarantee and Collateral Agreement referred to below, or if not defined therein, in the Credit Agreement.


 


W I T N E S S E T H :


 


WHEREAS, NCI Building Systems, 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 CREDIT SUISSE AG, CAYMAN ISLANDS
BRANCH, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders thereunder and
as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties, and the other parties
party thereto are parties to a Credit Agreement, dated as of June 22, 2012 (as amended, supplemented, waived or otherwise modified
from time to time, the “Credit Agreement”);


 


WHEREAS, in connection with the Credit
Agreement, the Borrower and certain of its Subsidiaries are, or are to become, parties to the Guarantee and Collateral Agreement,
dated as of June 22, 2012 (as amended, supplemented, waived or otherwise modified from time to time, the “Guarantee and
Collateral Agreement”), in favor of the Collateral Agent, for the ratable 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:



    	 



    	 



    
 


Annex 3


Page 2


 


 


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.



    	 



    	 



    
 


Annex 3


Page 3


 


 


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:
	 	 
	 	CREDIT SUISSE AG, CAYMAN ISLANDS
     BRANCH,
	 	     as Collateral Agent and Administrative
	 	     Agent
	 	 
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


  



    	 



    	 



    

 


EXHIBIT C

to

CREDIT AGREEMENT


 


FORM OF MORTGAGE





  


1
This instrument was prepared in consultation with

counsel in the state in which the Premises is

located by the law firm named below and after

recording, please return to:


 


Davis Polk & Wardwell LLP


450 Lexington Avenue


New York, New York 10017


Attention: Real Estate Group


 


	STATE OF	 	 	 
	 	 	 	 
	COUNTY OF	 	 	 


 


MORTGAGE, SECURITY AGREEMENT,
ASSIGNMENT


OF LEASES AND RENTS AND FIXTURE FILING


 


THIS MORTGAGE, SECURITY
AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING (as amended, modified or supplemented from time to time, the “Mortgage”)
is made and entered into as of the [___] day of [___________], 2012, by [_________________________, a ____________________], with
an address as of the date hereof at [___________________],2
Attention: [_____________] (the “Mortgagor”), for the benefit of CREDIT SUISSE AG (“CS”), in its capacity
as Collateral Agent for the Secured Parties (as such terms are defined in the Guarantee and Collateral Agreement defined below),
with an address as of the date hereof at [___________________], Attention: [_____________] (in such capacity, the “Mortgagee”).


 


RECITALS:



 


WHEREAS, pursuant to
that certain Credit Agreement, dated as of June 22, 2012 (as amended, amended and restated, waived, supplemented 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 NCI Building Systems,
Inc., a Delaware corporation (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;


 


 


 






1Local
counsel to advise as to any recording requirements for the cover page, including need for recording tax notification or a separate
tax affidavit.


2
NTD: Insert (i) NCI Group, Inc., a Nevada corporation, (ii) Robertson-CECO II Corporation, a Delaware corporation, or (iii) Metl-Span
LLC, a Texas limited liability company, as applicable.


 



    	 



    	 



    

   


WHEREAS, the Borrower
is a member of an affiliated group of companies that includes the Borrower’s Subsidiaries that are party to the Guarantee
and Collateral Agreement (as defined below), the Borrower’s other Subsidiaries and the Mortgagor;


 


WHEREAS, the proceeds
of the extensions of credit under the Credit Agreement will be used in part to enable the Borrower to acquire the Acquired Business
(as defined in the Credit Agreement);


 


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, the Borrower and certain Subsidiaries of the Borrower have entered into that Guarantee
and Collateral Agreement (as amended, amended and restated, modified, renewed or replaced from time to time, the “Guarantee
and Collateral Agreement”) in favor of CS, as Collateral Agent and Administrative Agent for the Lenders from time to time
parties to the Credit Agreement;


 


WHEREAS, pursuant to
that certain Loan and Security Agreement, dated as of October 20, 2009 (as amended, amended and restated, waived, supplemented
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 “ABL Credit Agreement”), among the
Borrower, the other subsidiaries of the Borrower party thereto, the [Mortgagor], the Lenders (as defined therein) from time to
time party thereto, Wells Fargo Capital Finance, LLC, formerly known as Wells Fargo Foothill, LLC, as Administrative Agent and
Co-Collateral Agent (in such capacity, the “ABL Agent”), and the other parties party thereto, the Lenders party thereto
have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein
and the Borrower, the [Mortgagor] and such subsidiaries have granted a first priority Lien to the ABL Agent for the benefit of
the Secured Parties (as defined in the ABL Credit Agreement, the “ABL Secured Parties”) on the ABL Priority Collateral
and a second priority Lien for the benefit of the ABL Secured Parties on the Term Loan Priority Collateral (subject in each case
to Permitted Liens (as defined in the ABL Credit Agreement) and other exceptions);


 


WHEREAS, Wachovia Bank,
National Association and the ABL Agent have entered into an Intercreditor Agreement, together with the Borrower and the Granting
Parties, dated as of October 20, 2009, as amended on December 3, 2010 and May 2, 2012 (as further amended, amended and restated,
waived, supplemented or otherwise modified from time to time (subject to Subsection 9.1 of the Guarantee and Collateral
Agreement), the “ABL/Term Loan Intercreditor Agreement”);


 



    	2



    	 



    

  


WHEREAS, the ABL Agent
and the Mortgagee have entered into that certain Subordination Agreement, dated as of the date hereof (the “Subordination
Agreement”), pursuant to which the ABL Agent has agreed that the lien of this Mortgage is superior to the lien of the [Mortgage,
Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as of [October 20, 2009], between the Mortgagor and
the ABL Agent (the “Second Lien Mortgage”)]3.


 


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, 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:


 


(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 easement rights;


 


(b)          All
buildings and improvements of every kind and description now or hereafter erected or placed on the Land (the “Improvements”),
all materials, equipment, apparatus and fixtures now or hereafter owned by the Mortgagor and attached to or installed in or located
on 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”. As used in this Mortgage,
the term “Premises” shall mean all, or, where the context permits or requires, any portion of the above or any interest
therein); and


 





 



 3
NTD: To be conformed for each Mortgage.


 



    	3



    	 



    

 


(c)          Subject
to the terms of the Guarantee and Collateral 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 Permitted Liens,
to the Mortgagee, for the benefit of the Secured Parties, and the Mortgagee’s successors and assigns 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 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.


 


And, 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 and rental 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 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:


 



    	4



    	 



    

 


ARTICLE I



Obligations Secured


 


1.1           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


 


1.2           Future
Advances. This Mortgage is given to secure the Obligations 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
readvances 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 Bank Products Agreement (entered into with any Lender, any affiliate of any Lender, or any Bank
Products Provider (as defined in the Guarantee and Collateral Agreement) after any such zero balance until such time as the Loans,
the Reimbursement Obligations (as defined in the Guarantee and Collateral Agreement) 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 (as defined in the Guarantee and Collateral
Agreement) shall be outstanding (except for Letters of Credit that have been cash collateralized in a manner satisfactory to the
applicable Issuing Lenders (as defined in the Guarantee and Collateral Agreement)) (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.


 



    	5



    	 



    

 


ARTICLE II



Mortgagor’s Covenants, Representations and Agreements


 


2.1           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.


 


2.2           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.


 


2.3           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.


 


2.4           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.


 


2.5           Restrictions
on Sale or Encumbrance. The Mortgagor agrees to comply with Subsections 8.1, 8.3, 8.4, 8.5, and
8.6 of the Credit Agreement, in each case in accordance with and to the extent provided therein.


 


2.6           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.


 


2.7           Insurance.


 


(a)          Types
Required. The Mortgagor shall maintain insurance for the Premises as set forth in Subsections 7.5(a)(ii) through 7.5(a)(v)
and Subsection 7.5(b)(i) of the Credit Agreement to the extent applicable.


 


(b)          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.


 



    	6



    	 



    

 


(c)          Use
of Proceeds. Insurance proceeds shall be applied or disbursed as set forth in Subsection 7.5 of the Credit Agreement
to the extent and as applicable.         


 


2.8           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.


 


2.9           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.


 


2.10         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.


 


2.11         Inspection.
The Mortgagor agrees to comply with Subsection 7.6 of the Credit Agreement in accordance with and to the extent provided
therein.


 


2.12         Security
Agreement.


 


(a)          This
Mortgage is hereby made and declared to be a security agreement encumbering the Fixtures, and the Mortgagor grants to the Mortgagee
a security interest in the Fixtures. The Mortgagor grants to the Mortgagee 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.


 


(b)          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.


 


(c)          This
Mortgage will be filed in the real property records.


 


(d)          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 [______________].


 


2.13         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.


 



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ARTICLE III



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.


 


ARTICLE IV



Foreclosure


 


4.1           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.


 


4.2           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 the ABL/Term Loan Intercreditor Agreement (subject to any applicable
provisions of applicable law).


 






    	8



    	 



    
 





ARTICLE V



Additional Rights and Remedies of the Mortgagee


 


5.1           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 the ABL/Term Loan 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 the 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. 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, 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. 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.


 



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5.2           Appointment
of Receiver. Upon the occurrence and during the continuance of an Event of Default, subject to the terms of the ABL/Term Loan
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 the ABL/Term Loan 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.


 


5.3           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.


 


5.4           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.


 


5.5           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.


 


5.6           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.


 



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ARTICLE VI



General Conditions


 


6.1           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.


 


6.2           Notices.
All notices, requests and other communications shall be given in accordance with Subsection 11.2 of the Credit Agreement.


 


6.3           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.


 


6.4           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.


 


6.5           Intercreditor
Agreements.


 


(a)          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 the applicable Intercreditor Agreements
(as defined in the Guarantee and Collateral Agreement). The Mortgagee acknowledges and agrees that the relative priority of the
Liens granted to the Mortgagee, the ABL Agent and any Additional Agent (as defined in the ABL/Term Loan Intercreditor Agreement)
shall be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise.


 


(b)          Subject
to the provisions of the ABL/Term Loan Intercreditor Agreement and the Subordination Agreement, the lien of the Mortgage and security
interest granted hereunder are expressly senior and superior to the lien and security interest granted to the ABL Agent pursuant
to the ABL Facility Documents (including the Second Lien Mortgage).


 



    	11



    	 



    

 


6.6           Conflicting
Terms.


 


(a)          In
the event of any conflict between the terms of this Mortgage and any of the Intercreditor Agreements, (i) the terms of the ABL/Term
Loan Intercreditor Agreement shall govern and control any conflict between the Mortgagee, the ABL Agent and/or any Additional Agent,
(ii) the terms of the Junior Lien Intercreditor Agreement shall govern and control any conflict between the Mortgagee and any Additional
Agent (as defined in the ABL/Term Loan Intercreditor Agreement) and (iii) the terms of any Other Intercreditor 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.


 


(b)          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.


 


6.7           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.


 


6.8           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.


 


6.9           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/Term Loan Intercreditor Agreement that would have the effect, directly
or indirectly, through any reference herein to the ABL/Term Loan 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.


 


6.10         Waiver
of Jury Trial. Subsection 11.15 of the Credit Agreement is hereby incorporated by reference.


 


6.11         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.


 


6.12         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.


 



    	12



    	 



    

 


6.13         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 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.


 


6.14         [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.]5


 


6.15         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.


 


	 	(a)	[________________]
	 	 	 
	 	(b)	[________________]


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 





 



 5
To be included in mortgages for states with a mortgage recording tax, to the extent required.


 



    	13



    	 



    

 


EXHIBIT C 


 


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]6
 


  






 



 6
Local counsel to confirm signature page and notary block which are acceptable for recording in the jurisdiction.


 






    	 



    	 



    

 


Exhibit A


 


Legal Description


 


(See Attached)


  



    	 



    	 



    

 


EXHIBIT D

to

CREDIT AGREEMENT


 


FORM OF U.S. TAX COMPLIANCE CERTIFICATE


 


Reference is made to
the Loan(s) held by the undersigned or, if the undersigned is not a Lender, to the Loan(s) held by the Lender of which the undersigned
is a beneficiary or member, pursuant to the Credit Agreement (as amended, restated, amended and restated, supplemented, waived
or otherwise modified from time to time, the “Credit Agreement”), dated as of June 22, 2012, among NCI BUILDING
SYSTEMS, 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 CREDIT SUISSE AG,
CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders
and as collateral agent for the Secured Parties (as defined therein). 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.          If
the undersigned is a Lender, 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, and if the undersigned is not a Lender, the undersigned is a beneficiary or member of a Lender
that is a non-U.S. intermediary or flow-through entity for U.S. federal income tax purposes;


 


2.          If
the undersigned is a Lender, the income from the Loan(s) held by the undersigned, and if the undersigned is not a Lender, the income
from the Loan(s) held by the Lender of which the undersigned is a beneficiary or member, 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.


 


We have furnished you
with a certificate of our non-U.S. person status on Internal Revenue Service Form W-8BEN. 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 (30) 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 by the
Borrower to the undersigned, or in either of the two calendar years preceding such payment.


 



    	 



    	 



    

 


EXHIBIT D

to

CREDIT AGREEMENT


 


Page 2


 


	 	[NAME OF LENDER OR BENEFICIARY OR MEMBER OF LENDER]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	[Address]
	 	 
	Dated: _____________	 


 



    	 



    	 



    

 


EXHIBIT E

to

CREDIT AGREEMENT


 


FORM OF ASSIGNMENT AND ACCEPTANCE1


 


Reference is made to
the Credit Agreement (as amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time,
the “Credit Agreement”), dated as of June 22, 2012, among NCI BUILDING SYSTEMS, INC., a Delaware corporation
(the “Borrower”), the several banks and other financial institutions from time to time parties thereto (the
“Lenders”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, the “Administrative
Agent”) for the Lenders and as collateral agent for the Secured Parties (as defined therein). 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)].2


 










		1	For assignments to an Affiliated Lender (that is not an Affiliated Debt Fund), refer to the Form
of Assignment and Acceptance in Exhibit M.



 


		2	Should only be included when specifically required by the Assignee and/or the Assignor, as the
case may be.



  



    	 



    	 



    

 


EXHIBIT E

to

CREDIT AGREEMENT


 


Page 2


 


3.          The
Assignee (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance and (ii) it
is not a Disqualified Lender; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial
statements referred to in Subsection 5.1 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; 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.


 


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 Assignor for amounts
which have accrued to but excluding the Transfer Effective Date and to the Assignee for amounts which have accrued from and after
the Transfer Effective Date. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees
or other amounts paid or payable in kind from and after the Transfer Effective Date to the Assignee.


 


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, and be bound by its continuing obligations under Subsection 11.16 thereof.


 


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.


 



    	 



    	 



    

 


EXHIBIT E

to

CREDIT AGREEMENT


 


Page 3


 


8.          This
Assignment and Acceptance shall be governed by and construed 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 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: Credit Agreement
(as amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time, the “Credit
Agreement”), dated as of June 22, 2012, among NCI BUILDING SYSTEMS, INC.,
a Delaware corporation (the “Borrower”), the several banks and other financial institutions from time to time
parties thereto (the “Lenders”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, 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:


 


	Credit Facility Assigned	 	Aggregate Amount of 

Commitment/Loans under Credit

 Facility for all Lenders	 	Amount of Commitment/Loans 

under Credit Facility Assigned
	 	 	__________%	 	$__________


 


	[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: 3
	 	 	 
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,	 	[NCI BUILDING SYSTEMS, INC.
	as Administrative Agent	 	 
	By:	 	 	By:	 
	 	Name:	 	 	Name:
	 	Title:	 	 	Title:]
	 	 	 
	By:	 	 	[CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
	 	Name:	 	as Administrative Agent
	 	Title:	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:]


 







3
Insert only as required by Subsection 11.6 of the Credit Agreement.


 



    	 



    	 



    

 


EXHIBIT F

to

CREDIT AGREEMENT


 


FORM OF SECRETARY’S CERTIFICATE


 


June 22, 2012


 


Reference is hereby
made to that certain Credit Agreement (the “Credit Agreement”), by and among NCI BUILDING SYSTEMS, INC., a Delaware
corporation [(the “Company”)], the several banks and other financial institutions from time to time party thereto,
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent for the Lenders (as defined in the Credit Agreement) under the
Credit Agreement and as collateral agent for the Secured Parties (as defined in the Credit Agreement) (the Credit Agreement, together
with the other “Loan Documents” (as defined in the Credit Agreement) delivered by or on the date hereof by [the Company]
[______, a   corporation/limited liability company] (the “Company”)] in connection with the Credit Agreement,
the “Transaction Documents”).


 


The undersigned, [____________],
[____________] of the Company, certifies solely on behalf of the Company, 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][certificate of formation] of
the Company, as amended through the date hereof (the “Charter”), as certified by the Secretary of State of the
State of [___________]. The Charter is in full force and effect on the date hereof, has not been cancelled and no amendment to
the Charter is pending or proposed.


 


(b)          To
the best of the undersigned’s knowledge, no steps have been taken and no proceedings are pending for the merger, consolidation,
conversion, termination, dissolution or liquidation of the Company and no such proceedings are threatened or contemplated.


 


(c)          Attached
hereto as Annex 2 is a true, correct and complete copy of the [bylaws][limited liability company agreement] of the Company (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.


 


(d)          Attached
hereto as Annex 3 is a correct and complete copy of the [unanimous] written consents of the [Board of Directors][Members][Managing
Member] of the Company (the [“Board”][“Members”][“Managing Member”]),
dated [________ __, ____] (the “Resolutions”), authorizing, among other things, the execution, delivery and
performance of each of the Transaction Documents to which it is a party. The Resolutions (i) were duly adopted by the [Board][Members][Managing
Member] and have not been amended, modified, superseded or revoked in any respect, (ii) are in full force and effect on the date
hereof, (iii) are the only proceedings of the [Board][Members][Managing Member] or any committee thereof relating to or affecting
the Transaction Documents and the matters referred to therein and (iv) have been filed with the minutes of the proceedings of the
[Board][Members][Managing Member] in accordance with the Operating Agreement. [As of [__________], there were no vacancies or unfilled
newly-created directorships on the Board.]


 


(e)          Attached
hereto as Annex 4 is a list of the persons who, as of the date hereof, are duly elected and qualified officers 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 or true facsimiles thereof, and each of such officers is duly authorized to execute and
deliver, on behalf of the Company, the Transaction Documents.


 



    	 



    	 



    

 


EXHIBIT F

to

CREDIT AGREEMENT


 


Page 2


 


(f)          The
Company has delivered to each of the other parties thereto a duly executed copy of each of the Transaction Documents to which it
is a party.


 


Debevoise & Plimpton
LLP and [Richards Layton & Finger, P.A.] [Holland & Hart LLP] [Bracewell & Giuliani LLP] are entitled to rely on this
certificate in connection with the opinions they are delivering in connection with Subsection 6.1(f) of the Credit Agreement.


 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY
LEFT BLANK.]


 



    	 



    	 



    

 


EXHIBIT F

to

CREDIT AGREEMENT


 


Page 3


 


IN WITNESS WHEREOF,
the Company has caused this certificate to be executed on its behalf by its [______], on the day first set forth above.


 


	 	By:	 	 
	 	Name:	 
	 	Title:	 


 


I, [__________], am
the duly elected, qualified and acting [____________] of the Company, and do hereby certify in such capacity on behalf of the Company
and not in my individual capacity that [__________] is the duly elected, qualified and acting [________] of the Company and that
the signature appearing above is [his][her] genuine signature or a true facsimile thereof.


 


	 	By:	 	 
	 	Name:	 
	 	Title:	 


 



    	 



    	 



    

 


ANNEX 1

to

EXHIBIT F


 


CHARTER


 



    	 



    	 



    

 


ANNEX 2

to

EXHIBIT F


 


OPERATING AGREEMENT


 



    	 



    	 



    

 


ANNEX 3

to

EXHIBIT F


 


[RESOLUTIONS]


 



    	 



    	 



    

 


ANNEX 4

to

EXHIBIT F


 


INCUMBENCY


 


	NAME	OFFICE	SIGNATURE
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 



    	 



    	 



    

 


EXHIBIT G

to

CREDIT AGREEMENT


 


FORM OF OFFICER’S CERTIFICATE


 


NCI BUILDING SYSTEMS, INC.


 


Pursuant to Subsection
6.1(g) of the Credit Agreement, dated as of June 22, 2012 (as amended, restated, amended and restated, supplemented, waived
or otherwise modified from time to time, the “Credit Agreement”; capitalized terms defined therein being used
herein as therein defined), among NCI BUILDING SYSTEMS, INC., a Delaware corporation
(the “Borrower”), the several banks and other financial institutions from time to time party thereto (the “Lenders”),
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, 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 conditions in Section 7.3(a) and Section 7.3(b) of the 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
has the right to terminate its obligations under the Acquisition Agreement (or otherwise decline to consummate the Acquisition)
as a result of a breach of such representations in the Acquisition Agreement) have been satisfied and (ii) 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) and Subsection 6.1(h)) or waived.


 


IN WITNESS WHEREOF,
the undersigned Responsible Officer of the Borrower has hereunto set his name as of the date first written above.


 


	 	NCI BUILDING SYSTEMS, INC.	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 



    	 



    	 



    

 


EXHIBIT H

to

CREDIT AGREEMENT


 


FORM OF SOLVENCY CERTIFICATE


 


Date: _____, 2012


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 NCI BUILDING SYSTEMS, 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 facts and circumstances as they exist as of the date hereof (and disclaiming any
responsibility for changes in such fact and circumstances after the date hereof), that:


 


1.          This
certificate is furnished to the Administrative Agent and the Lenders pursuant to Subsection 6.1(q) of the Credit Agreement, dated
as of June 22, 2012, (as amended, restated, amended and restated, 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”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent for the
Lenders and as collateral agent for the Secured Parties. 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

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 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
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, 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.


 


[SIGNATURE PAGE FOLLOWS]


 



    	 



    	 



    

 


EXHIBIT H

to

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.


 


	 	NCI BUILDING SYSTEMS, INC.	 
	 	By:	 	 
	 	Name:	 
	 	Title:  Chief Financial Officer	 


 



    	 



    	 



    

 


EXHIBIT I-1

to

CREDIT AGREEMENT


 


FORM OF INCREASE SUPPLEMENT


 


INCREASE SUPPLEMENT,
dated as of [___________], to the Credit Agreement, dated as of June 22, 2012 (as amended, supplemented, waived or otherwise modified
from time to time, the “Credit Agreement”), among NCI BUILDING SYSTEMS, INC., a Delaware corporation (the “Borrower”),
the several banks and other financial institutions from time to time parties thereto (the “Lenders”) and CREDIT
SUISSE AG, CAYMAN ISLANDS BRANCH, 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 2.6 of the Credit Agreement, the Borrower hereby proposes to increase (the “Increase”)
the aggregate Existing Term Loan commitments from [$_______] to [$_______].


 


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 Existing Term Loan commitment as follows:


 


	Name of Lender	
        Initial Term Loan

        Commitment
	
        [___ Tranche]4 

        Supplemental Term Loan

        Commitment

        (after giving effect hereto)

	 	$	$
	 	$	$
	 	$	$


 


3.          Pursuant
to Subsection 2.6 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 Term Loan Commitment and Supplemental Term Loan Commitment
in the amount equal to the amount set forth above next to its name.


 


[Remainder of Page Intentionally Left
Blank]


 










		4	Indicate relevant Tranche.





 



    	 



    	 



    

 


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:	 
	 	 	 
	NCI BUILDING SYSTEMS, INC.,	 
	as Borrower	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 



    	 



    	 



    

 


EXHIBIT I-2

to

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”), NCI BUILDING SYSTEMS, INC., a Delaware corporation (together
with its successors and assigns, the “Borrower”) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative
agent (in such capacity, the “Administrative Agent”).


 


RECITALS:


 


WHEREAS, reference is
made to the Credit Agreement, dated as of June 22, 2012 (as amended, supplemented, waived or otherwise modified from time to time,
the “Credit Agreement”), among NCI BUILDING SYSTEMS, INC., a Delaware corporation (the “Borrower”),
the several banks and other financial institutions from time to time parties thereto (the “Lenders”) and CREDIT
SUISSE AG, CAYMAN ISLANDS BRANCH, 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; and


 


WHEREAS, subject to the
terms and conditions of the Credit Agreement, the Borrower may add Supplemental Term Loan 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 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 Subsection 5.1
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.


 



    	 



    	 



    

 


 


2.          The
Additional Commitment Lender hereby agrees to make its Supplemental Term Loan Commitment on the following terms and conditions
on the Effective Date set forth on Schedule A 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 set forth on Schedule
A become a “Lender” with respect to the Term Loan 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 Loans 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 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 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 constitute the entire agreement
among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings,
both written and verbal, among the parties or any of them with respect to the subject matter hereof.


 



    	-2-



    	 



    

 


8.          GOVERNING
LAW. 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.


 


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 in counterparts, including by facsimile or other electronic transmission, each of
which shall be deemed to be an original, but all of which shall constitute one and the same agreement.


 


[Remainder of Page Intentionally Left
Blank]


 



    	-3-



    	 



    

 


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:
	 	 	 
	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
	 	Administrative Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	NCI BUILDING SYSTEMS, INC.,	 
	as Borrower	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 



    	 



    	 



    

 


EXHIBIT K

to

CREDIT AGREEMENT


 


FORM OF ABL/TERM LOAN INTERCREDITOR AGREEMENT
AMENDMENT


 


[See attached.]


 



    	 



    	 



    

 


EXHIBIT L

to

CREDIT AGREEMENT


 


 


FORM OF JUNIOR LIEN INTERCREDITOR AGREEMENT
















by and between



[                ]



as Term Loan 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	20
	 	 
	ARTICLE II
	 
	LIEN PRIORITY
	 
	Section 2.1	Agreement to Subordinate	20
	Section 2.2	Waiver of Right to Contest Liens	23
	Section 2.3	Remedies Standstill	23
	Section 2.4	Exercise of Rights	24
	Section 2.5	[RESERVED]	26
	Section 2.6	Waiver of Marshalling	26
	 	 
	ARTICLE III	 
	 	 
	ACTIONS OF THE PARTIES	 
	 	 	 
	Section 3.1	Certain Actions Permitted	26
	Section 3.2	Agent for Perfection	26
	Section 3.3	Sharing of Information and Access	27
	Section 3.4	Insurance	27
	Section 3.5	No Additional Rights for the Credit Parties Hereunder	27
	Section 3.6	Actions upon Breach	27
	 	 	 
	ARTICLE IV
	 
	APPLICATION OF PROCEEDS
	 	 	 
	Section 4.1	Application of Proceeds	28
	Section 4.2	Specific Performance	29
	 	 
	ARTICLE V
	 
	INTERCREDITOR ACKNOWLEDGEMENTS AND WAIVERS
	 	 	 
	Section 5.1	Notice of Acceptance and Other Waivers	30
	Section 5.2	Modifications to Senior Priority Documents and Junior Priority Documents	30
	Section 5.3	Reinstatement and Continuation of Agreement	34


 



    	 



    	 



    

 





	 	Page







 


	ARTICLE VI
	 
	INSOLVENCY PROCEEDINGS
	 	 	 
	Section 6.1	Liens Granted in Insolvency Proceedings	 
	Section 6.2	Relief from Stay	35
	Section 6.3	No Contest	35
	Section 6.4	Sales	36
	Section 6.5	Separate Grants of Security and Separate Classification	36
	Section 6.6	Enforceability	36
	Section 6.7	Senior Priority Obligations Unconditional	36
	Section 6.8	Junior Priority Obligations Unconditional	37
	Section 6.9	Adequate Protection	37
	 	 	 
	ARTICLE VII
	 
	MISCELLANEOUS
	 	 	 
	Section 7.1	Rights of Subrogation	38
	Section 7.2	Further Assurances	38
	Section 7.3	Representations	38
	Section 7.4	Amendments	39
	Section 7.5	Addresses for Notices	39
	Section 7.6	No Waiver, Remedies	40
	Section 7.7	Continuing Agreement, Transfer of Secured Obligations	40
	Section 7.8	Governing Law; Entire Agreement	40
	Section 7.9	Counterparts	40
	Section 7.10	No Third-Party Beneficiaries	40
	Section 7.11	Designation of Additional Indebtedness; Joinder of Additional Agents	41
	Section 7.12	Senior Priority Representative; Notice of Senior Priority Representative Change	42
	Section 7.13	Term Loan Collateral Representative	42
	Section 7.14	Provisions Solely to Define Relative Rights	42
	Section 7.15	Headings	43
	Section 7.16	Severability	43
	Section 7.17	Attorneys’ Fees	43
	Section 7.18	VENUE; JURY TRIAL WAIVER	43
	Section 7.19	Intercreditor Agreement	44
	Section 7.20	No Warranties or Liability	44
	Section 7.21	Conflicts	44
	Section 7.22	Information Concerning Financial Condition of the Credit Parties	44


  


EXHIBITS:


 


Exhibit A            Additional Indebtedness
Designation


 


Exhibit B            Additional Indebtedness
Joinder


 


Exhibit C            Joinder of Term
Loan 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[  ] between
[                ], 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 “Term
Loan Agent”) for the Term Loan 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. Capitalized
terms defined in Article I hereof are used in this Agreement as so defined.


 


RECITALS


 


A.           Pursuant
to the Original Term Loan Credit Agreement, the Term Loan Credit Agreement Lenders have agreed to make certain loans and other
financial accommodations to or for the benefit of the Company.


 


B.           Pursuant
to the Term Loan Guaranties, the Term Loan Guarantors have agreed to guarantee the payment and performance of the Term Loan Borrower’s
obligations under the Term Loan 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.


 


E.           Pursuant
to the Initial Junior Priority Guaranties, 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.


 


F.           The
Term Loan Agent (on behalf of the Term Loan 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.


 


G.           Pursuant
to the Base Intercreditor Agreement and this Agreement, the Company 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 Term
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), 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), as the case may be, for all purposes under this Agreement.


 


H.           Each
of the Term Loan Agent (on behalf of the Term Loan Secured Parties) and the Initial Junior Priority Agent (on behalf of the Initial
Junior Priority Secured Parties) and, by their acknowledgment hereof, the Term Loan 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 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, any Additional Bank Products Provider or any Additional Hedging
Provider, 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 any 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 Credit Facility Lender or an Affiliate of an Additional Credit Facility Lender on the date hereof,
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 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 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).


 


“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” 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, supplemented, waived or otherwise modified from time to time.


 



    	-2-



    	 



    

  


“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 without limitation any credit agreements, loan agreements, indentures, guarantees or other financing
agreements, in each case as the same may be amended, supplemented, waived or otherwise modified from time to time, together with
(b) if designated by the Company, any other 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, one or more Additional Credit Facility Lenders and
shall include all Additional Bank Products Affiliates, Additional Hedging Affiliates, Additional Bank Products Providers and Additional
Hedging 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 it is a guarantor under any of the Additional Guaranties),
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 Guaranties.


 


“Additional
Documents” shall mean any Additional Credit Facilities, any Additional Guaranties, any Additional Collateral Documents,
any Bank Products Agreements between any Credit Party and any Additional Bank Products Affiliate or Additional Bank Products Provider,
any Hedging Agreements between any Credit Party and any Additional Hedging Affiliate or Additional Hedging Provider, 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 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
Term Loan Secured Parties and Additional Credit Facility Secured Parties, in each case as the same may be amended, supplemented,
waived or otherwise modified from time to time.


 


“Additional
Effective Date” shall have the meaning set forth in Section 7.11(b).


 


“Additional
Guaranties” 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,
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 Guaranty.


 



    	-3-



    	 



    

 


“Additional
Hedging Affiliate” shall mean any Person who (a) has entered into a Hedging Agreement with any 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 Credit Facility Lender or an Affiliate of an Additional Credit Facility Lender on the date hereof, 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 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 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 Term Loan Obligations, Subsection 8.6 of the Original Term Loan Credit Agreement (if the Original Term Loan
Credit Agreement is then in effect) or the corresponding negative covenant restricting Liens contained in any other Term Loan Credit
Agreement then in effect if the Original Term Loan Credit Agreement is not then in effect (which covenant is designated in such
Term Loan Credit Agreement as applicable for purposes of this definition);


 





(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
Term Indebtedness” by the Company in compliance with the procedures set forth in Section 7.11 of the Base Intercreditor Agreement
and (b) as “Additional Indebtedness” by the Company pursuant to an Additional Indebtedness Designation and in compliance
with the procedures set forth in Section 7.11.


 





 






	1	Insert the section number of the negative covenant restricting Liens in the Original Initial Junior Priority Credit Facility.






 



    	-4-



    	 



    

  


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 Term Loan Obligations, in the Original Term Loan Credit Agreement (if the Original
Term Loan Credit Agreement is then in effect), or in any other Term Loan Credit Agreement then in effect (if the Original Term
Loan 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 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
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 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 Provider or Additional Hedging
Provider, under any Additional Document, whether for principal, interest (including interest and fees which, but for the filing
of a petition in bankruptcy 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 and fees in the related bankruptcy 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 Term Loan Obligations, Subsection 8.1 of the Original Term Loan Credit Agreement (if the Original Term Loan
Credit Agreement is then in effect) or the corresponding negative covenant restricting Indebtedness contained in any other Term
Loan Credit Agreement then in effect if the Original Term Loan Credit Agreement is not then in effect (which covenant is designated
in such Term Loan 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


 





 






		2	Insert the section number of the negative covenant restricting Indebtedness in the Original Initial Junior Priority Credit
Facility.



 



    	-5-



    	 



    

 


(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 Term Loan Obligations, in the Original Term Loan Credit Agreement
(if the Original Term Loan Credit Agreement is then in effect), or in any other Term Loan Credit Agreement then in effect (if the
Original Term Loan 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 Term Loan 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 agrees to provide (a) treasury
services, (b) credit card, merchant card, purchasing card or stored value card services (including, without limitation, processing
and other administrative services with respect thereto), (c) cash management services (including, without limitation, controlled
disbursements, credit cards, credit card processing services, automated clearinghouse and other electronic funds transfer transactions,
return items, netting, overdrafts, depository, lockbox, stop payment, information reporting, wire transfer and interstate depository
network services) and (d) other banking products or services as may be requested by any Credit Party (other than letters of credit
and other than loans except indebtedness arising from services described in items (a) through (c) of this definition).


  


“Bank
Products Provider” shall mean any Term Loan 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.


 



    	-6-



    	 



    

 


“Base Intercreditor
Agreement” shall mean the ABL/Term Loan Intercreditor Agreement, dated as of May 25, 2011, by and among Deutsche
Bank AG New York Branch, as ABL Agent, Deutsche Bank AG New York Branch, as Term Loan 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 Term Loan Borrower, the Initial Junior Priority Borrower and any Additional Borrower.


 


“Business
Day” shall mean 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.


 


“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 (1) money and (2) (a) securities issued or fully guaranteed or insured by the United States government or any agency
or instrumentality thereof, (b) time deposits, certificates of deposit or bankers’ acceptances of (i) any ABL Secured
Party (as defined under the Base Intercreditor Agreement), any Term Loan 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 $500,000,000 (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 Standard & Poor’s Ratings Group (a division of The McGraw Hill Companies Inc.) or any successor rating agency (“S&P”)
or at least P-2 or the equivalent thereof by Moody’s Investors Service, Inc. or any successor rating agency (“Moody’s”)
(or if at such time neither is issuing ratings, then a comparable rating of such other 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)), (c) repurchase obligations with a term of not more than seven days for underlying
securities of the types described in clauses (a) and (b) above entered into with any financial institution meeting the qualifications
specified in clause (b) above, (d) commercial paper 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, then a comparable rating of such other
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 other than any Designated
Agent, as designated by the Company)), (e) 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, and (f)
investments similar to any of the foregoing denominated in foreign currencies approved by the board of directors of the Company,
in each case provided in clauses (a), (b), (d) and (to the extent relating to any such clause) (f) above only, maturing within
twelve months after the date of acquisition.





  


“Collateral”
shall mean all Property now owned or hereafter acquired by any Borrower or any Guarantor in or upon which a Lien is granted or
purported to be granted to any Agent under any of the Term Loan 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.


 






    	-7-



    	 



    



 


“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 Emergency Medical Services Corporation, a Delaware corporation, and any successor in interest thereto.


 


“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 Term Loan Documents, the Initial Junior Priority Documents and any Additional Documents.


 


“Credit Facility”
shall mean the Term Loan Credit Agreement, the Initial Junior Lien Credit Facility or any Additional Credit Facility, as applicable


 


“Credit Parties”
shall mean the Term Loan 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 Party that the Company 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.


 



    	-8-



    	 



    

 


 


“Discharge
of Initial Junior Priority Obligations” shall mean, 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, for the avoidance
of doubt, unasserted contingent indemnification or other obligations 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 Term Loan Obligations” shall mean (a) the payment in full in cash of the applicable Term Loan Obligations that are
outstanding and unpaid at the time all Indebtedness under the applicable Term Loan Credit Agreement is paid in full in cash, but
excluding, for the avoidance of doubt, unasserted contingent indemnification or other obligations under the applicable Term Loan
Credit Agreement at such time and (b) the termination of all then outstanding commitments to extend credit under the Term Loan
Documents at such time.


 


“Discharge
of Senior Priority Obligations” shall mean the occurrence of all of the Discharge of Term Loan 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 Term Loan 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 taking 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;


 


(c)          the
taking of any action or the exercise of any right or remedy in respect of the collection on, set off against, marshaling 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;


 



    	-9-



    	 



    

 


(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, (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
not be deemed to be an Exercise of Secured Creditor Remedies.


 


“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 Term Loan Collateral Documents or in the Junior Priority Collateral Documents, as the
context requires.


 


“Guarantor”
shall mean any of the Term Loan Guarantors, the Initial Junior Priority Guarantors and any Additional Guarantors.


 


“Hedging
Affiliate” shall mean any Term Loan 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, equity values or creditworthiness (including, without limitation, 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 Term Loan Hedging Provider, any Initial Junior Priority Hedging Provider or any Additional
Hedging Provider, as applicable.


 


“Holdings”
shall mean CDRT Acquisition Corporation, a Delaware corporation, and any successor in interest thereto.


 


“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..


 



    	-10-



    	 



    

 


“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.


 


“Initial Junior
Priority Bank Products Affiliate” shall mean any Person who (a) has entered into a Bank Products Agreement with any 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 Credit Facility Lender or an Affiliate
of an Initial Junior Priority Credit Facility Lender on the date hereof, 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 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 an Initial Junior Priority 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 in accordance with the terms of the Initial Junior Priority Collateral Documents , as designated by the Company 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 Initial Junior Priority
Credit Facility, and all other security agreements, mortgages, deeds of trust 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 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, 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, 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 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), 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.


 



    	-11-



    	 



    

 


“Initial Junior
Priority Credit Facility Lenders” shall mean one or more holders of Indebtedness (or commitments therefor) that is or
may be incurred under the 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 one or more Initial Junior Priority Credit Facility Lenders and shall include all Initial
Junior Priority Bank Products Affiliates, Initial Junior Priority Hedging Affiliates, Initial Junior Priority Bank Products Providers
and Initial Junior Priority Hedging 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 Guaranties, 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 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,
those other ancillary agreements as to which the Initial Junior Priority Agent or any Initial Junior Priority Creditor 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, supplemented, waived or otherwise modified from time to time.


 





“Initial Junior
Priority Guaranties” shall mean the guarantees of the Initial Junior Priority Guarantors pursuant to the [          ]3,
and all other guaranties 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, supplemented, waived or otherwise modified from
time to time.


  


“Initial Junior
Priority Guarantors” shall mean the collective reference to each of the Company’s Domestic Subsidiaries that is
a guarantor under any of the Initial Junior Priority Guaranties and any other Person who becomes a guarantor under any of the Initial
Junior Priority Guaranties.


 





 






	3	Describe	guarantee arrangements.



 



    	-12-



    	 



    

 


“Initial Junior
Priority Hedging Affiliate” shall
mean any Person who (a) has entered into a Hedging Agreement with any 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 Credit Facility Lender or an Affiliate of an Initial Junior Priority Credit Facility Lender
on the date hereof, 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 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 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 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 or Initial Junior Priority Hedging Affiliates,
Initial Junior Priority Bank Products Provider or Initial Junior Priority Hedging Provider, under any Initial Junior Priority Document,
whether for principal, interest (including interest and fees which, but for the filing of a petition in bankruptcy 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 and fees in the related bankruptcy 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.


 


“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.


  


“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.


 



    	-13-



    	 



    

 


“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 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 (a) by an Initial Junior Priority Collateral Document to the Initial Junior Priority
Agent or (b) by 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.


 


“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.


 


“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, without limitation, 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 Term Loan Agent, the Term Loan 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 Person that is a beneficiary of a Management Guarantee, as designated by the Company
in accordance with the terms of the Term Loan Collateral Documents.


 



    	-14-



    	 



    




 


“Management
Guarantee” shall have the meaning assigned to such term in the Original Term Loan Credit Agreement (if the Original Term
Loan Credit Agreement is then in effect), or in any other Term Loan Credit Agreement then in effect (if the Original Term Loan
Credit Agreement is not then in effect).


 


“Original
Initial Junior Priority Credit Facility” shall mean the [          ]4,
dated as of [         ], among [          ],
as such agreement may be amended, supplemented, restated, waived or otherwise modified from time to time.


 


“Original
Term Loan Credit Agreement” shall mean that certain Credit Agreement dated as of May 25, 2011, by and among the Term
Loan Borrower, Holdings, Deutsche Bank AG New York Branch, as administrative agent, the Term Loan Credit Agreement Lenders and
the Term Loan Agent, as amended, restated, supplemented, waived or otherwise modified from time to time.


 


“Party”
shall mean any of the Term Loan Agent, the Initial Junior Priority Agent or any Additional Agent, and “Parties”
shall mean all of the Term Loan 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.


 


“Proceeds”
shall mean (a) all “proceeds,” as defined in Article 9 of the Uniform Commercial Code, with respect to the Collateral,
and (b) whatever is recoverable or recovered when any Collateral is sold, exchanged, collected, or disposed of, whether voluntarily
or involuntarily.


 


“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; 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 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.


 





 









		4	Describe the Initial Junior Priority Credit Facility.











 



    	-15-



    	 



    

  


“Secured Parties”
shall mean the Senior Priority Secured Parties and the Junior Priority Secured Parties.


 


“Senior Priority
Agent” shall mean any of the Term Loan Agent or any Additional Agent under any Senior Priority Documents.


 


“Senior Priority
Credit Facility” shall mean the Term Loan Credit Agreement and any Additional Credit Facility in respect of any Senior
Priority Obligations.


 


“Senior Priority
Recovery” shall have the meaning set forth in Section 5.3.


 


“Senior Priority
Creditors” shall mean the Term Loan Secured Parties and any Additional Credit Facility Secured Party in respect of any
Senior Priority Obligations.


 


“Senior Priority
Debt” shall mean:


 


(1)         all
Term Loan 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 as “Senior Priority Debt” in the relevant Additional Indebtedness Designation
delivered pursuant to Section 7.11(a)(iii).


 


“Senior Priority
Documents” shall mean the Term Loan Documents and any Additional Documents in respect of any Senior Priority Obligations.


 


“Senior Priority
Lien” shall mean a Lien granted (a) by a Term Loan Collateral Document to the Term Loan 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 Term Loan Obligations and any Additional Obligations constituting Senior Priority Debt.


 


“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 “Term Loan Collateral Representative” as defined under
the Base Intercreditor Agreement. The Senior Priority Representative shall initially be the Term Loan Agent.


 


“Senior Priority
Secured Parties” shall mean, at any time, all of the Senior Priority Agents and all of the Senior Priority Creditors.


  


“Series of
Senior Priority Debt” shall mean, severally, (a) the Indebtedness outstanding under the Term Loan Credit Agreement and
(b) the Indebtedness outstanding under any Additional Credit Facility in respect of or constituting Senior Priority Debt.


 


“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.


 



    	-16-



    	 



    

 


 


“Term Loan
Agent” shall mean [              ]5 in its capacity as collateral agent under the Term Loan Credit Agreement, together
with its successors and assigns in such capacity from time to time, whether under the Original Term Loan Credit Agreement or any
subsequent Term Loan Credit Agreement, as well as any Person designated as the “Agent” or “Collateral Agent”
under any Term Loan Credit Agreement.


 


“Term Loan
Bank Products Affiliate” shall mean
any Person who (a) has entered into a Bank Products Agreement with any Term Loan Credit Party with the obligations of such Term
Loan Credit Party thereunder being secured by one or more Term Loan Collateral Documents, (b) was a Term Loan Credit Agreement
Lender or an Affiliate of a Term Loan Credit Agreement Lender on the date hereof, 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
in accordance with the terms of one or more Term Loan 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).


 


“Term Loan
Bank Products Provider” shall mean
any Person (other than a Term Loan Bank Products Affiliate) that has entered into a Bank Products Agreement with a Term Loan Credit
Party with the obligations of such Term Loan Credit Party thereunder being secured by one or more Term Loan Collateral Documents,
as designated by the Company in accordance with the terms of one or more Term Loan 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).


 


“Term Loan
Borrower” shall mean the Company, in its capacity as borrower under the Term Loan Credit Agreement, together with its
successors and assigns.


 


“Term Loan
Collateral Documents” shall mean all “Security Documents” as defined in the Original Term Loan Credit
Agreement, and all other security agreements, mortgages, deeds of trust and other collateral documents executed and delivered in
connection with any Term Loan Credit Agreement, and any other agreement, document or instrument pursuant to which a Lien is granted
securing any Term Loan Obligations or under which rights or remedies with respect to such Liens are governed, in each case as the
same may be amended, modified or supplemented from time to time.


 





 






		5	Insert name of Term Collateral Agent.



 



    	-17-



    	 



    




 


“Term Loan
Credit Agreement” shall mean (i) if the Original Term Loan Credit Agreement is then in effect, the Original Term
Loan Credit Agreement and (ii) thereafter, if designated by the Company, 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 Term Loan Credit Agreement or (y) any subsequent Term Loan 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 Term Loan 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) that the obligations
under such Term Loan Credit Agreement are subject to the terms and provisions of this Agreement. Any reference to the Term Loan
Credit Agreement shall be deemed a reference to any Term Loan Credit Agreement then in existence.


 


“Term Loan
Credit Agreement Lender” shall mean one or more holders of Indebtedness (or commitments therefor) that is or may be incurred
under any Term Loan Credit Agreement, together with their successors, assigns and transferees, as well as any Person designated
as a “Term Loan Credit Agreement Lender” under any Term Loan Credit Agreement.


 


“Term Loan
Credit Parties” shall mean the Term Loan Borrower, the Term Loan 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 Term Loan Document.


 


“Term Loan
Documents” shall mean the Term Loan Credit Agreement, the Term Loan Guaranties, the Term Loan Collateral Documents, any
Bank Products Agreements between any Term Loan Credit Party and any Term Loan Bank Products Affiliate or any Term Loan Bank Products
Provider, any Hedging Agreements between any Term Loan Credit Party and any Term Loan Hedging Affiliate or Term Loan Hedging Provider,
any Management Guarantee, and those other ancillary agreements as to which the Term Loan Agent or any Term Loan 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 Term Loan Credit Party or any of its respective Subsidiaries or Affiliates, and delivered to the Term Loan
Agent, in connection with any of the foregoing or any Term Loan Credit Agreement, in each case as the same may be amended, supplemented,
waived or otherwise modified from time to time.


 


“Term Loan
Guaranties” shall mean that certain
guarantee agreement dated as of the date hereof by the Term Loan Guarantors in favor of the Term Loan Agent, and all other guarantees
of any Term Loan Obligations of any Term Loan Credit Party by any other Term Loan Credit Party in favor of any Term Loan Secured
Party, in each case as amended, restated, supplemented, waived or otherwise modified from time to time.


 


“Term Loan
Guarantors” shall mean the collective
reference to Holdings (so long as it is a guarantor under any of the Term Loan Guaranties), each of the Company’s Domestic
Subsidiaries that is a guarantor under any of the Term Loan Guaranties and any other Person who becomes a guarantor under any of
the Term Loan Guaranties.


 


“Term Loan
Hedging Affiliate” shall mean any
Person who (a) has entered into a Hedging Agreement with any Term Loan Credit Party with the obligations of such Term Loan Credit
Party thereunder being secured by one or more Term Loan Collateral Documents, (b) was a Term Loan Credit Agreement Lender or an
Affiliate of a Term Loan Credit Agreement Lender on the date hereof, 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 in accordance with
the terms of one or more Term Loan 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).


 



    	-18-



    	 



    

 


“Term Loan
Hedging Provider” shall mean any
Person (other than a Term Loan Hedging Affiliate) that has entered into a Hedging Agreement with a Term Loan Credit Party with
the obligations of such Term Loan Credit Party thereunder being secured by one or more Term Loan Collateral Documents, as designated
by the Company in accordance with the terms of the Term Loan Collateral Documents, as designated by the Company in accordance with
the terms of one ore more Term Loan 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).


 


“Term Loan
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 Term Loan Credit Party
under the Bankruptcy Code or any other Insolvency Proceeding, owing by each Term Loan Credit Party from time to time to the Term
Loan Agent, the Term Loan Credit Agreement Lender, any Term Loan Bank Products Affiliate, Term Loan Hedging Affiliate, Term Loan
Bank Products Provider or Term Loan Hedging Provider or any Management Credit Providers under any Term Loan Document, whether for
principal, interest (including interest and fees which, but for the filing of a petition in bankruptcy with respect to such Term
Loan Credit Party, would have accrued on any Term Loan Obligation, whether or not a claim is allowed against such Term Loan Credit
Party for such interest and fees in the related bankruptcy proceeding), reimbursement for amounts drawn under letters of credit,
fees, expenses, indemnification or otherwise, and all other amounts owing or due under the terms of the Term Loan Documents, as
amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.


 


“Term Loan
Secured Parties” shall mean all Term Loan Credit Agreement Lenders together with all Term Loan Bank Products Affiliates,
Term Loan Hedging Affiliates, Term Loan Bank Product Providers, Term Loan Hedging Providers and Management Credit Providers and
all successors, assigns, transferees and replacements thereof, as well as any Person designated as a “Term Loan Secured Party”
under any Term Loan Credit Agreement.


 


“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.


 



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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, renewals, replacements,
substitutions, joinders, and supplements thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments,
changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). Any reference
herein to any Person shall be construed to include such Person’s successors and assigns. 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, or in such other manner as may be approved
by the requisite holders or representatives in respect of such obligation.


  





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


 



    	-20-



    	 



    

 


(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.


 


(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 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
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 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.


 



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(d)          The
Term Loan Agent, for and on behalf of itself and the Term Loan 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 Term Loan Agent has been granted Senior Priority Liens, and the Term
Loan 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 Term Loan Agent has been granted Senior Priority Liens, and the Term Loan Agent hereby consents thereto.


 


(e)          The
Initial Junior Priority Agent, for and on behalf of itself and the Initial Junior Priority Secured Parties, acknowledges and agrees
that (x) the Term Loan Agent, for the benefit of itself and the Term Loan 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.


 


(f)          Each
Additional Agent, for and on behalf of itself and any Additional Credit Facility Secured Parties represented thereby, acknowledges
and agrees that, (x) the Term Loan Agent, for the benefit of itself and the Term Loan 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.


 


(g)          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.


 


(h)          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, 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(h) shall be subject
to Section 4.1(e).


 



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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 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 itself and on behalf of 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 itself and on behalf of 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)          The
assertion of priority rights established under the terms of this Agreement 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
date upon which the Discharge of Senior Priority Obligations shall have occurred, such Junior Priority Agent and such Junior Priority
Creditors:


 


(i)          will
not Exercise Any 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, without limitation, 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 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.


 









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From and after the date upon which the
Discharge of Senior Priority Obligations shall have occurred (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.


 


(b)          Any
Senior Priority Agent, on behalf of itself and any Senior Priority Creditors represented thereby, agrees that such Senior Priority
Agent and such Senior Priority Creditors will not Exercise Any Secured Creditor Remedies with respect to any of the Collateral
without the written consent of the Senior Priority Representative and will not 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.


 


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 any suit
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 any suit 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 any suit 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.


 



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(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, or (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),
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, such sale 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).


 



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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, appraisal, valuation
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.


 


ARTICLE III



ACTIONS OF THE PARTIES


 





Section 3.1           Certain
Actions Permitted. Notwithstanding anything herein to the contrary, (a) 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, (b) in
any Insolvency Proceeding commenced by or against the Borrower or any other Credit Party, the Junior Priority Agent or the Junior
Priority Creditors may file a proof of claim or statement of interest with respect to the Junior Priority Obligations, (c) the
Junior Priority Creditors shall be entitled to 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 Creditors, including without limitation any claims secured by the Collateral, if any, in each case if not
otherwise in contravention of the terms of this Agreement, (d) the Junior Priority Creditors shall be entitled to file any
pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Credit Parties
arising under either the Bankruptcy Law or applicable non-bankruptcy law, in each case if not otherwise in contravention of the
terms of this Agreement, (e) the Junior Priority Creditors shall be entitled to file any proof of claim and other filings
and make any arguments and motions in order to preserve or protect its Liens on the Collateral that are, in each case, not otherwise
in contravention of the terms of this Agreement, with respect to the Junior Priority Obligations and the Collateral and (f) the
Junior Priority Agent or any Junior Priority Creditor may exercise any of its rights or remedies with respect to the Collateral
after the termination of the Standstill Period to the extent permitted by Section 2.3 above.


 


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)          [RESERVED].


 



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(d)          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 Senior Priority Collateral,
such Senior Priority Agent shall, upon request from any other Senior Priority Agent, and as promptly as practicable thereafter,
either make available to such Senior Priority Agent such books and records for inspection and duplication or provide to such Senior
Priority Agent copies thereof.


 


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.


 


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 damage or be made whole by the awarding of damages.


 



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ARTICLE IV



APPLICATION OF PROCEEDS


 


Section 4.1           Application
of Proceeds.


 


(a)          Revolving
Nature of Certain Term Loan Obligations. Each Agent, for and on behalf of itself and the Secured Parties represented thereby,
expressly acknowledges and agrees that (i) Term Loan Credit Agreements may include a revolving commitment, that in the ordinary
course of business any Term Loan Agent and Term Loan Credit Agreement Lender may apply payments and make advances thereunder and
(ii) the amount of Term Loan 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 Term Loan Obligations thereunder may be modified, extended or amended
from time to time, and that the aggregate amount of Term Loan Obligations thereunder may be increased, replaced or refinanced,
in each event, without notice to or consent by the any other Secured Parties and without affecting the provisions hereof; provided,
however, that from and after the date on which any Term Loan Agent or Term Loan Credit Agreement Lender commences the Exercise
of Any Secured Creditor Remedies, all amounts received by any such Term Loan Agent or Term Loan Credit Agreement Lender 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 Term Loan Obligations,
the Initial Junior Priority Obligations, or any Additional Obligations, or any portion thereof.


 


(b)          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 the 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 Any Secured Creditor Remedies, all amounts received by any such Additional Agent or Additional Credit Facility Secured Party
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
Term Loan Obligations, the Initial Junior Priority Obligations, or any Additional Obligations, or any portion thereof.





 


(c)          Application
of Proceeds of Collateral. This Agreement constitutes a separate agreement in writing as contemplated by clauses 4.1(c) third
and 4.1(d) 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 a Discharge of Senior Priority Obligations shall have occurred and then only after
such Discharge of Senior Priority Obligations shall have occurred to the Junior Priority Obligations.


 



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(d)          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.


 


(e)          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 or as the Junior Priority Representative (if
a Junior Priority Agent other than a Designated Agent) 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.


 


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.


 



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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, 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. If any Senior Priority Agent or Senior Priority Creditor honors (or
fails to honor) a request by any 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.


 


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 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 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:


 



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(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 guaranty or other obligations
of any Person obligated in any manner under or in respect of the Senior Priority Obligations;


 


(iv)         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)         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, 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 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:


 


(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 guaranty or other obligations
of any Person obligated in any manner under or in respect of the Junior Priority Obligations;


 


(iv)         release
its Lien on any Collateral or other Property;


 



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(v)          exercise
or refrain from exercising any rights against any Credit Party or any other Person;


 


(vi)         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 Term Loan 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.


 


(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 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;


 



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(iii)        amend,
or grant any waiver, compromise, or release with respect to, or consent to any departure from, any guaranty or other obligations
of any Person obligated in any manner under or in respect of the Senior Priority Obligations;


 


(iv)         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)         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.


 


(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 guaranty or other obligations
of any Person obligated in any manner under or in respect of the Junior Priority Obligations;


 


(iv)         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)         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.


 



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(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. 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), 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), 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. 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.


 


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 Senior Priority
Obligations shall be reinstated to the extent of such Senior Priority Recovery. If this Agreement shall have been terminated prior
to such Senior Priority Recovery, 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.


 



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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 Obligation (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, agrees that it will raise no objection and will not support any 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) each Junior Priority Agent retains its Lien on the
Collateral to secure the 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, the Junior Priority Agent also receives an adequate protection Lien
on such post-petition assets of the debtor to secure the 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
(y) the foregoing provisions of this Section 6.1(a) shall not prevent the 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.


 


(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.


 


Section 6.2           Relief
from Stay. Until the Discharge of Senior Priority Obligations has occurred, each Junior Priority Agent, for and on behalf
of itself and the Junior Priority Creditors 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 Collateral without each Senior Priority Agent’s express
written consent.


 


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 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
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 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 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, 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 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.


 



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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 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 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 postpetition
interest 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, on behalf of itself and the Additional
Credit Facility Secured Parties represented thereby, and any other Agent, on behalf of itself and the Creditors represented thereby,
with respect to the Obligations owing to any such Additional Agent and Additional Credit Facility Secured Parties.


 


Section 6.6           Enforceability.
The provisions of this Agreement are intended to be and shall be enforceable 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:


 


(a)          any
lack of validity or enforceability of any Senior Priority Document;


 


(b)          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;


 


(c)          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 or guaranty thereof;


 



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(d)          the
commencement of any Insolvency Proceeding in respect of the Borrower or any other Credit Party; or


 


(e)          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:


 


(a)          any
lack of validity or enforceability of any Junior Priority Document;


 


(b)          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;


 


(c)          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;


 


(d)          the
commencement of any Insolvency Proceeding in respect of any Credit Party; or


 


(e)          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, without limitation, Section 6.1), 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, on behalf of itself or any of the Junior Priority Creditors represented
thereby, seeks or requests adequate protection in respect of the Junior Priority Obligations and such adequate protection is granted
in the form of additional collateral comprising assets of the type of assets that constitute Collateral, then each Junior Priority
Agent, on behalf of itself and the Junior Priority Creditors represented thereby, agrees that each Senior Priority Agent shall
also be granted a senior Lien on such collateral as security for the Senior Priority Obligations and that any Lien on such collateral
securing the Junior Priority Obligations shall be subordinate to any Lien on such collateral securing the Senior Priority Obligations
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 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 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).


 



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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 with respect to the
Senior Priority Obligations owed to such Senior Priority Creditors shall have occurred. Following the Discharge of Senior Priority
Obligations with respect to the Senior Priority Obligations owed to such Senior Priority Creditors, 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 Term Loan Agent represents and warrants to each other Agent that it has the requisite power and authority under the Term Loan
Documents to enter into, execute, deliver, and carry out the terms of this Agreement on behalf of itself and the Term Loan 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 the Term Loan Agent, the Initial Junior Priority Agent and any Additional
Agent. Notwithstanding the foregoing, the Company 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 the form of Exhibit C attached hereto as provided for in the definition of “Term Loan 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 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 but not
limited to any change, alteration, modification or other 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 (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 any 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 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. 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, 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 five
(5) 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.


 


	Term Loan Agent:	[               ]
	 	[               ]
	 	Attention:  [___________]
	 	Facsimile:  [____________]
	 	Telephone:  [____________]



 




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	Initial Junior Priority Agent:	[_____________]
	 	[_____________]
	 	Attention:  [___________]
	 	Facsimile:  [____________]
	 	Telephone:  [____________]


  


	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 shall have occurred, 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. The validity, performance, and enforcement of this Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York. 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).


 


Section 7.9           Counterparts.
This Agreement may be executed in any number of counterparts, 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.


 



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Section 7.11         Designation
of Additional Indebtedness; Joinder of Additional Agents.


 


(a)          The
Company 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 or any such
Additional Agent shall have delivered such executed Additional Indebtedness Joinder to the Term Loan 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) prior to delivery of the
Additional Indebtedness Joinder, the Company shall have delivered to the Term Loan 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
Guaranties 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);


 


(iii)        the
Company shall have executed and delivered to the Term Loan 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;


 


(iv)         all
state and local stamp, recording, filing, intangible and similar taxes or fees (if any) that are payable in connection with the
inclusion of such Additional Indebtedness under this Agreement shall have been paid and reasonable evidence thereof shall have
been given to the Term Loan Agent, the Initial Junior Priority Agent and any other Additional Agent then party to this Agreement;
and


 


(v)          no
Event of Default shall have occurred and be continuing.


 


No Additional Indebtedness may be designated
both Senior Priority Debt and Junior Priority Debt.


 


(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 conditions specified in clause (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 Term Loan 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 Term Loan 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.


 



    	-41-



    	 



    




 


(c)          In
connection with any designation of Additional Indebtedness pursuant to this Section 7.11, each of the Term Loan 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 Term Loan
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, as may be reasonably deemed by the Company 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, without limitation, 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.


 


Section 7.13         Term
Loan Collateral Representative. Each Junior Priority Agent, on behalf of itself and the Junior Priority Creditors represented
thereby, agrees that prior to the date upon which the Discharge of the Senior Priority Obligations shall have occurred, (x) such
Junior Priority Agent shall be ineligible to act as the “Term Loan Collateral Representative” under the Base Intercreditor
Agreement and shall not act in such capacity, and for purposes of determining the “Term Loan Collateral Representative”
under the Base Intercreditor Agreement the Additional Obligations (as defined in the Base Intercreditor Agreement) of such Junior
Priority Creditors shall be disregarded and deemed not obligations, (y) such Junior Priority Creditors shall be ineligible to
vote on matters requiring the consent or approval of the “Requisite Term Loan Holders” under the Base Intercreditor
Agreement and (z) the Additional Term Loan 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 Term Loan 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 Term Loan 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.


 



    	-42-



    	 



    

 


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, TO THE NONEXCLUSIVE JURISDICTION OF THE
SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT
OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT,
OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT RELATED THERETO, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY
AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR,
TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION
OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED
BY LAW.


 


(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.


 



    	-43-



    	 



    

  


Section 7.19         Intercreditor
Agreement. This Agreement is the Junior Lien Intercreditor Agreement referred to in the Term Loan 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 Term Loan
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 Term Loan Document, any Initial
Junior Priority Document or any Additional Document, the provisions of this Agreement shall govern. Notwithstanding the foregoing,
in the even 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 Term Loan Documents,
the Initial Junior Priority Documents or any Additional Documents.


 


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 nonpayment of the Term Loan
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.


 


[Signature pages follow]





 



    	-44-



    	 



    

 


IN WITNESS WHEREOF,
the Term Loan Agent, for and on behalf of itself and the Term Loan Secured Parties, and the Initial Junior Priority Agent, for
and 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 Term Loan 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 Term Loan Agent, the Term Loan Secured Parties, the Initial Junior Priority Agent, 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]7 (the “Company”).
Capitalized terms used herein and not otherwise defined herein shall have the meaning specified in the Junior Lien Intercreditor
Agreement (as amended, 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 “Term Loan Agent”) for the Term Loan 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 to designate Additional Indebtedness under the Intercreditor Agreement. Accordingly:


 


Section 1. Representations
and Warranties. The Company hereby represents and warrants to the Term Loan 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;


 


(2)         all
conditions set forth in Section 7.11 of the Intercreditor Agreement with respect to the Additional Indebtedness have been satisfied;
and


 


(3)         on
the date hereof there does not exist, and after giving effect to the designation of such Additional Indebtedness there will not
exist, any Event of Default.


 


Section 2. Designation
of Additional Indebtedness. The Company 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 Term Loan 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 Creditors 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 Delaware corporation (“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 “Term Loan Agent”)10
for the Term Loan 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, supplemented,
waived or otherwise modified from time to time, the “Intercreditor Agreement”) among the Term Loan 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 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
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 Term Loan 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 Term Loan 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 Creditors and any Additional Agent.



 


		13	Revise as appropriate to refer to any Additional Agent being added hereby and any Additional Creditors 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 Term Loan Agent (for itself and on behalf of the Term Loan 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 Term Loan 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 without limitation 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 Term Loan Agent, the
Initial Junior Priority Agent, any Additional Agent or any Creditor may be entitled or subject. The Term Loan Agent (for itself
and on behalf of the Term Loan 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 Term Loan 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 Term Loan Credit Agreement, the Initial Junior Priority Credit Facility or other Term
Loan 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 SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE
TO ITS CONFLICT OF LAWS PRINCIPLES TO THE EXTENT THAT THE SAME ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE
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


  


[TERM LOAN 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 “Term Loan Agent”)17
for the Term Loan 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 Term
Loan Secured Parties, Term Loan 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, supplemented, waived or otherwise modified from time to time, the “Intercreditor Agreement”)
among the Term Loan 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 [Term Loan Credit Agreement][Initial
Junior Priority Credit Facility]”), among [list any applicable Credit Party], [list any applicable new Term Loan Secured
Parties or new Initial Junior Priority Secured Parties, as applicable (the “Joining [Term Loan][Initial Junior Priority]
Secured Parties”)] [and insert name of each applicable Agent (the “Joining [Term Loan][Initial Junior Priority]
Agent”)].21


 


The Joining [Term Loan][Initial
Junior Priority] Agent, for itself and on behalf of the Joining [Term Loan][Initial Junior Priority]22
Secured Parties, hereby agrees with the Company and the other Grantors, the [Term Loan][Initial Junior Priority] Agent and any
other Additional Agent party to the Intercreditor Agreement as follows:


 


Section 1. Agreement
to be Bound. The [Joining [Term Loan][Initial Junior Priority] Agent, for itself and on behalf of the Joining [Term Loan][Initial
Junior Priority] Secured Parties,]23 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] [Term Loan][Initial Junior Priority] Agent. As of the date hereof, the Joining [Term Loan
Credit Agreement][Initial Junior Priority Credit Facility] shall be deemed [the][a] [Term Loan 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. 


 





 






		17	Revise as appropriate to refer to any successor Term Loan Agent.



 


		18	Revise as appropriate to refer to any successor Initial Junior Priority Agent.



 


		19	Revise as appropriate to describe predecessor Term Loan Agent or Term Loan Secured Parties, if joinder is for a new Term Loan
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.



 


		23	Revise references throughout as appropriate to refer
to the party or parties being added.



  



    	Ex. C-1



    	 



    

 


Section 2. Notices.
Notices and other communications provided for under the Intercreditor Agreement to be provided to the Joining [Term Loan][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 SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE
TO ITS CONFLICT OF LAWS PRINCIPLES TO THE EXTENT THAT THE SAME ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE
THE APPLICATION OF LAWS OF ANOTHER JURISDICTION.


 


[ADD SIGNATURES]


 








    	Ex. C-2



    	 



    






 










 


EXHIBIT M

to

CREDIT AGREEMENT


 


FORM OF AFFILIATED LENDER ASSIGNMENT
AND ASSUMPTION5





 


Reference is made to
the Credit Agreement, dated as of June 22, 2012 (as amended, restated, amended and restated, supplemented, waived or otherwise
modified from time to time, the “Credit Agreement”; capitalized terms defined therein being used herein as therein
defined), among NCI BUILDING SYSTEMS, INC., a Delaware corporation (the “Borrower”),
the several banks and other financial institutions from time to time party thereto (the “Lenders”), CREDIT SUISSE
AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders
and as collateral agent for the Secured Parties (as defined therein). 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)].6 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, 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,
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, 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 Administrative Agent or the other Lenders.


 





 






5         Assignment
Agreement to or by an Affiliated Lender that is not an Affiliated Debt Fund


  


6         Should only be included when specifically required by the
Assignee and/or the Assignor, as the case may be. 


 



    	 



    	 



    

 


EXHIBIT M

to

CREDIT AGREEMENT





 





Page 2







 


3.         The
Assignor shall indicate by marking the appropriate box below whether the assignment being made hereby is in connection with or
in contemplation of the sale or other disposition by the Assignor of its interests in the Assignee in order to provide notice as
to whether consent of the Borrower must be obtained as required by Section 11.6(b)(i) of the Credit Agreement.


 





	 ̈	Yes, the assignment being made hereby is in connection with or in contemplation of the sale or other disposition by the Assignor of its interests in the Assignee.7
	 	 
	 ̈	No, the assignment being made hereby is not in connection with or in contemplation of the sale or other disposition by the Assignor of its interests in the Assignee.







  








 









7         Consent from the Borrower is required.










 



    	 



    	 



    

 


EXHIBIT M

to

CREDIT AGREEMENT





 


Page 3















 


4.          The
Assignee (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Assumption (ii) it is
an Affiliated Lender; (iii) it is not a Disqualified Lender; (iv) each of the terms and conditions set forth Section 11.6(h)(i)
of the Credit Agreement have been satisfied with respect to this 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 Subsection 5.1 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 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, the Collateral 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.


 


5.         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.


 


6.         The
effective date of this Assignment and Assumption shall be [___________], [_______] (the “Transfer Effective Date”).
Following the execution of this 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).


 


7.         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 Assignor for amounts
which have accrued to but excluding the Transfer Effective Date and to the Assignee for amounts which have accrued from and after
the Transfer Effective Date. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees
or other amounts paid or payable in kind from and after the Transfer Effective Date to the Assignee.


 


8.         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 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 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, and be bound by its continuing obligations under Subsection 11.16 thereof.


 



    	 



    	 



    

 


EXHIBIT M

to

CREDIT AGREEMENT





 





Page 4







 


9.         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 Assumption shall not be effective unless such consents shall have been obtained.


 


10.         This
Assignment and Assumption shall be governed by and construed 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 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 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 M


 


ASSIGNMENT AND ACCEPTANCE


 


Re: Credit Agreement,
dated as of June 22, 2012, among NCI BUILDING SYSTEMS, INC., a Delaware corporation
(the “Borrower”), the several banks and other financial institutions from time to time parties thereto (the
“Lenders”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, 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:


 


	Credit Facility Assigned	 	
        Aggregate Amount of

        Commitment/Loans under
        Credit

        Facility for all Lenders
	 	 	Amount of Commitment/Loans


under Credit Facility Assigned


	 
	 	 	 	 	 	 	 
	 	 	__________	%	 	$	__________	 
	 	 	 	 	 	 	 	 


  


	[NAME OF ASSIGNEE]	[NAME OF ASSIGNOR]


  


	By:	 	 	By:	 	 
	 	Name:	 	 	Name:	 
	 	Title:	 	 	Title:	 







  






    	 



    	 



    



 








	Accepted for recording in the Register:	 	Consented To: 8
	 	 	 
	CREDIT SUISSE AG, CAYMAN ISLANDS 

BRANCH,
 as Administrative Agent	 	[NCI BUILDING SYSTEMS, INC.
	 	 	 
	 	 	 
	By:	 	 	By:	 
	 	Name:	 	 	Name:
	 	Title:	 	 	Title:]
	 	 	 
	By:		 	[CREDIT SUISSE AG, CAYMAN ISLANDS 

BRANCH,
	    	Name: 	 	        as Administrative Agent
		Title: 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:]










  





 



 


		8	Insert only as required by Subsection 11.6 of
the Credit Agreement.



 






    	 



    	 



    

 


EXHIBIT N

to

CREDIT AGREEMENT


 


FORM OF ACCEPTANCE AND PREPAYMENT NOTICE


 


CREDIT SUISSE AG,
CAYMAN ISLANDS BRANCH,

as Administrative Agent under the

Credit Agreement referred to below


 


[             ]


 


[DATE]


 


Attention: [                  ]         


 


Re:          NCI
BUILDING SYSTEMS, INC.


 


This Acceptance and
Prepayment Notice is delivered to you pursuant to Subsection 4.4(h)(iv) of that certain Credit Agreement
dated as of June 22, 2012 (together with all exhibits and schedules thereto and as the same may be amended, restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”) among NCI
BUILDING SYSTEMS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial
institutions from time to time parties thereto (the “Lenders”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, 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(h)(iv) 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 and is subject to the provisions of Subsection 4.4(h) 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●]9 Tranche[s]] as follows:


 


[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.][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.]10


 





 






9
         List multiple Tranches if applicable.


 


10         Insert
applicable representation.   


 



    	 



    	 



    

 


 


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]





 



    	 



    	 



    

 


IN WITNESS WHEREOF,
the undersigned has executed this Acceptance and Prepayment Notice as of the date first above written.


 





	 	NCI BUILDING SYSTEMS, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 



    	 



    	 



    

 


EXHIBIT O

to

CREDIT AGREEMENT


 


FORM OF DISCOUNT RANGE PREPAYMENT NOTICE


 


CREDIT SUISSE AG,
CAYMAN ISLANDS BRANCH,

as Administrative Agent under the

Credit Agreement referred to below


 


[          ]


 


[DATE]


 


Attention: [              ]


 


Re:          NCI
BUILDING SYSTEMS, INC.


 


This Discount Range
Prepayment Notice is delivered to you pursuant to Subsection 4.4(h)(iii) of that certain Credit
Agreement dated as of June 22, 2012 (together with all exhibits and schedules thereto and as the same may be amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”) among NCI
BUILDING SYSTEMS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial
institutions from time to time parties thereto (the “Lenders”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, 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(h)(iii) of the Credit Agreement, the Borrower hereby requests that each [Lender of the Initial Term Loans] [[and] each
Lender of the [●, 20●]11 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●]12 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●]13 Tranche[(s)] of Incremental Term
Loans] (the “Discount Range Prepayment Amount”).14


 


 


 


 






11         List
multiple Tranches if applicable.


 


12         List
multiple Tranches if applicable.


 


13         List
multiple Tranches if applicable.


 


14         Minimum
of $5.0 million and whole increments of $500,000.


 



    	 



    	 



    

 


 


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 time on the date that is three Business Days following the dated delivery of the notice pursuant to
Subsection 4.4(h)(i) of the Credit Agreement.


 


The Borrower hereby
represents and warrants to the Administrative Agent and the [Lenders] [[and the] Lenders of the [●, 20●]15
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.][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.]16


 


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]


 





 



15
         List multiple Tranches if applicable.


 


16         Insert
applicable representation.


  



    	 



    	 



    

 


IN WITNESS WHEREOF,
the undersigned has executed this Discount Range Prepayment Notice as of the date first above written.











 





	 	NCI BUILDING SYSTEMS, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:










 


Enclosure: Form of Discount Range Prepayment
Offer


  



    	 



    	 



    

EXHIBIT P

to

CREDIT AGREEMENT


 


FORM OF DISCOUNT RANGE PREPAYMENT OFFER


 


CREDIT SUISSE
AG, CAYMAN ISLANDS BRANCH,

as Administrative Agent under the

Credit Agreement referred to below


 


[             ]


 


[DATE]


 


Attention: [                   ]


 


Re:          NCI
BUILDING SYSTEMS, INC.


 


Reference is made to
(a) that certain Credit Agreement dated as of June 22, 2012 (together with all exhibits and schedules
thereto and as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”)
among NCI BUILDING SYSTEMS, INC., a Delaware corporation (the “Borrower”),
the several banks and other financial institutions from time to time parties thereto (the “Lenders”), CREDIT
SUISSE AG, CAYMAN ISLANDS BRANCH, 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(h)(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●]17
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●]18
Tranche[s] - $[●]]


 


3.         The
percentage discount to par value at which such Discounted Term Loan Prepayment may be made is [●]% (the “Submitted
Discount”).


 





 



17         List
multiple Tranches if applicable.


 


18         List
multiple Tranches if applicable.


  



    	 



    	 



    

 


The undersigned Lender
hereby expressly consents and agrees to a prepayment of its [Initial Term Loans] [[and its] [●, 20●]19 Tranche[s]]
indicated above pursuant to Subsection 4.4(h) 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 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 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 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.


  





 



19         List
multiple Tranches if applicable.


 



    	 



    	 



    

 


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

CREDIT AGREEMENT


 


FORM OF SOLICITED DISCOUNTED PREPAYMENT
NOTICE


 


CREDIT SUISSE AG,
CAYMAN ISLANDS BRANCH,

as Administrative Agent under the

Credit Agreement referred to below


 


[                ]


 


[DATE]


 


Attention: [                ]


 


Re:          NCI
BUILDING SYSTEMS, INC.


 


This Solicited Discounted
Prepayment Notice is delivered to you pursuant to Subsection 4.4(h)(iv) of that certain Credit
Agreement dated as of June 22, 2012 (together with all exhibits and schedules thereto and as the same may be amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”) among NCI
BUILDING SYSTEMS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial
institutions from time to time parties thereto (the “Lenders”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, 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(h)(iv) of the Credit Agreement, the hereby requests that [each Lender of the Initial Term Loans] [[and] each Lender
of the [●, 20●]20 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●]21 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”):22


 


[Initial Term Loans - $[●]]


 


[[●, 20●]23
Tranche[s] - $[●]]


 





 



20         List
multiple Tranches if applicable.


 


21         List
multiple Tranches if applicable.


 


22         Minimum
of $5.0 million and whole increments of $500,000.


 


23          
List multiple Tranches if applicable. 


  



    	 



    	 



    

  


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 time on the date that is three Business Days following delivery of this notice pursuant to Subsection
4.4(h)(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]


















 



    	 



    	 



    

 


IN WITNESS WHEREOF,
the undersigned has executed this Solicited Discounted Prepayment Notice as of the date first above written.


 


	 	NCI BUILDING SYSTEMS, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Enclosure: Form of Solicited Discounted
Prepayment Offer


 


 



    	 



    	 



    

 


EXHIBIT R

to

CREDIT AGREEMENT


 


FORM OF SOLICITED DISCOUNTED PREPAYMENT
OFFER


 


CREDIT SUISSE
AG, CAYMAN ISLANDS BRANCH,

as Administrative Agent under the

Credit Agreement referred to below


 


[              ]


 


[DATE]


 


Attention: [                  ]


 


Re:          NCI
BUILDING SYSTEMS, INC.


 


Reference is made to
(a) that certain Credit Agreement dated as of June 22, 2012 (together with all exhibits and schedules
thereto and as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”)
among NCI BUILDING SYSTEMS, INC., a Delaware corporation (the “Borrower”),
the several banks and other financial institutions from time to time parties thereto (the “Lenders”), CREDIT
SUISSE AG, CAYMAN ISLANDS BRANCH, 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 Day following your receipt
of this notice.


 


The undersigned Lender
hereby gives you irrevocable notice, pursuant to Subsection 4.4(h)(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●]24
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 - $[●]]


 


[[●, 20●]25
Tranche[s] - $[●]]


 





 



24         List
multiple Tranches if applicable.


 


25         List
multiple Tranches if applicable.


  



    	 



    	 



    

 


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●]26 Tranche[s]]
pursuant to Subsection 4.4(h) 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 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 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 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.


 





 



26         List
multiple Tranches if applicable.


 



    	 



    	 



    

 


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

CREDIT AGREEMENT


 


FORM OF SPECIFIED DISCOUNT PREPAYMENT
NOTICE


 


CREDIT SUISSE AG,
CAYMAN ISLANDS BRANCH,

as Administrative Agent under the

Credit Agreement referred to below


 


[             ]


 


[DATE]


 


Attention: [                   ]


 


Re:          NCI
BUILDING SYSTEMS, INC.


 


This Specified Discount
Prepayment Notice is delivered to you pursuant to Subsection 4.4(h)(ii) of that certain Credit
Agreement dated as of June 22, 2012 (together with all exhibits and schedules thereto and as the same may be amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”) among NCI
BUILDING SYSTEMS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial
institutions from time to time parties thereto (the “Lenders”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, 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(h)(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 $5.0 million and whole increments of $500,000.


  



    	 



    	 



    

  


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
time on the date that is three (3) Business Days following the date of delivery of this notice pursuant to Subsection
4.4(h)(ii) of the Credit Agreement.


 


The Borrower hereby
represents and warrants to the Administrative Agent [and the Lenders] [[and] each Lender of the [●, 20●]5
Tranche[s]] as follows:


 


[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.][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.]6


 


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              List multiple Tranches if applicable.


 


6              Insert applicable representation.







 



    	 



    	 



    

 


IN WITNESS WHEREOF,
the undersigned has executed this Specified Discount Prepayment Notice as of the date first above written.


 


	 	NCI BUILDING SYSTEMS, INC.
	 	 	 
	 	By:	 
	 		Name: 
	 		Title: 


 


Enclosure: Form of Specified Discount Prepayment
Response


 



    	 



    	 



    

 


EXHIBIT T

to

CREDIT AGREEMENT


 


FORM OF SPECIFIED DISCOUNT PREPAYMENT
RESPONSE


 


CREDIT SUISSE
AG, CAYMAN ISLANDS BRANCH,

as Administrative Agent under the

Credit Agreement referred to below


 


[             ]


 


[DATE]


 


Attention: [                ]


 


Re:          NCI
BUILDING SYSTEMS, INC.


 


Reference is made to
(a) that certain Credit Agreement dated as of June 22, 2012 (together with all exhibits and schedules
thereto and as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”)
among NCI BUILDING SYSTEMS, INC., a Delaware corporation (the “Borrower”),
the several banks and other financial institutions from time to time parties thereto (the “Lenders”), CREDIT
SUISSE AG, CAYMAN ISLANDS BRANCH, 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(h)(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
- $[●]]


 


[[●, 20●]1
Tranche[s] - $[●]]


 


The undersigned Lender
hereby expressly consents and agrees to a prepayment of its [Initial Term Loans][[and its] [●, 20●]2 Tranche[s]]
pursuant to Subsection 4.4(h)(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.


 


2         List
multiple Tranches if applicable.


  



    	 



    	 



    

 


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 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 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 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]





 



    	 



    	 



    

 


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

CREDIT AGREEMENT


  





 


TAX SHARING AGREEMENT


 


This Tax Sharing Agreement (the “Agreement”),
dated as of [__], is made and entered into between [________], a [Delaware] corporation (“Holding”) and NCI
Building Systems, Inc., a Delaware corporation (the “Company”). This Agreement shall become effective and binding
upon the parties hereto as of the date hereof.


 


WITNESSETH:


 


WHEREAS, the parties hereto desire to provide
for the allocation of liabilities, procedures to be followed, and other matters with respect to Combined Taxes (as defined below);


 


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


 


Article
I


 


DEFINITIONS


 


		1.	Definitions.



 


Code: shall mean the Internal Revenue
Code of 1986, as amended.


 


Combined Tax: shall mean any Tax
in respect of a Combined Tax Group.


 


Combined Tax Group: shall
mean any affiliated group (i) of which the Company or any of its Subsidiaries was or is, or was or is required to be, a member
for any Tax year and (ii) of which a Parent Entity was or is, or was or is required to be, the common parent for such Tax year
for purposes of paying Taxes or filing a Tax Return.


 


Combined Tax Return: shall
mean any Tax Return with respect to any Combined Tax.


 


Company Group: shall mean,
with respect to any Combined Tax, a subgroup of the relevant Combined Tax Group, whose member or members shall include each member
of such Combined Tax Group that is either the Company or a Subsidiary of the Company.


 



    	 



    	 



    

 


Due Date: shall mean, with
respect to the filing of any Tax Return or the payment of Tax, the date on which such Tax Return is due to be filed with, or such
payment is due to be made to, the appropriate Taxing Authority pursuant to applicable law, giving effect to any applicable extensions
of the time for such filing or payment.


 


Estimated Tax Sharing Payments:
shall mean the periodic tax sharing payments required under Article III, Section 2 of this Agreement.


 


IRS: shall mean the United
States Internal Revenue Service, including, but not limited to, its authorized agents and representatives and, in the case of a
litigated controversy, the attorneys representing it.


 


Parent Entity: shall mean
Holding and any Subsidiary of Holding other than the Company and its Subsidiaries.


 


Person: shall mean any individual,
corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization,
government or any agency or political subdivision thereof or any other entity.


 


Pro Forma Company Return:
shall mean a pro forma Tax Return prepared pursuant to Article III, Section 1 or 3.


 


Subsidiary: shall mean, with
respect to any Person at any time, any corporation, association, partnership or other business entity of which more than 50% of
the total voting power of shares of capital stock or other equity interests (including partnership interests) entitled (without
regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by (a) such Person or (b) one or more Subsidiaries of such Person.


 


Tax: shall mean any federal,
state, local or foreign income, alternative minimum, accumulated earnings, personal holding company, franchise, capital stock,
profits, windfall profits, gross receipts, sales, use, value added, transfer, registration, stamp, premium, excise, customs duties,
severance, environmental (including taxes under section 59A of the Code), real property, personal property, ad valorem, rent, occupancy,
license, occupation, employment, payroll, social security, disability, unemployment, workers’ compensation, withholding,
estimated or other similar tax, duty, fee, assessment or other governmental charge or deficiencies thereof (including all interest
and penalties thereon and additions thereto).


 



    	 



    	 



    

 


Tax Return: shall mean any
federal, state, local or foreign tax return, declaration, statement, report, schedule, form or information return or any amendment
to any of the foregoing relating to Taxes.


 


Taxing Authority: shall mean,
with respect to any Tax, the governmental entity or political subdivision thereof that imposes such Tax, and the agency (if any)
charged with the collection of such Tax for such entity or subdivision.


 


Treasury Regulations: shall
mean the regulations prescribed under the Code.


 


		2.	Successors.



 


References to the Company or a Parent
Entity shall include any successor thereto or any Person with respect to which the Company or such Parent Entity, respectively,
is the successor.


 


Article
II


 


PROCEDURAL MATTERS


 


		1.	The applicable Parent Entity shall have the sole and exclusive responsibility for the preparation and filing of each Combined
Tax Return for each Combined Tax with respect to which it is the common parent, including any amended returns and any other returns,
documents or statements required to be filed with any Taxing Authority relating to such Combined Tax Return. Holding shall, or
shall cause the applicable Parent Entity to, file all such Combined Tax Returns on a timely basis, taking into account extensions
of the due date for the filings of such returns.



 


		2.	The Company shall, and shall cause each of its Subsidiaries that is eligible to be a member of the relevant Combined Tax Group
to, join and continue to join in filing a Combined Tax Return with respect to each jurisdiction for all Tax years for which the
Company or such Subsidiary, as the case may be, is eligible to do so under the applicable Tax law, unless Holding shall request
otherwise.



 


		3.	Holding shall, or shall cause the applicable Parent Entity to, make all payments to the applicable Taxing Authority of all
Combined Taxes that the relevant Combined Tax Group is required to pay, including estimated payments relating thereto. The applicable
Parent Entity shall have the right to exercise all powers of a common parent with respect to each relevant Combined Tax Return
or Combined Tax.



 



    	 



    	 



    

 


		4.	The applicable Parent Entity shall be the sole and exclusive agent of the Combined Tax Group of which it is the common parent
and of each member of such group in respect of any and all matters relating to any Combined Tax of such group for all Combined
Tax Return years. In its sole discretion, such Parent Entity shall have the right with respect to each such Combined Tax Return
(a) to determine (i) the manner in which such return shall be prepared and filed, including, without limitation,
the manner in which any item of income, gain, loss, deduction or credit shall be reported and the adoption or change of any method
of accounting, (ii) whether any extensions may be requested and (iii) the elections that will be made by
each member of the Combined Tax Group for which such Combined Tax Return is filed, (b) to contest, compromise or settle
any adjustment or deficiency proposed, asserted or assessed as a result of any audit of such return by any Taxing Authority, (c) to
file, prosecute, compromise or settle any claim for refund and (d) to determine whether any refund to which such Combined
Tax Group may be entitled shall be paid by way of refund or credited against the Combined Tax liability of such group. The Company
hereby irrevocably appoints, and shall cause each of its Subsidiaries that is a member of each such Combined Tax Group to irrevocably
appoint, such Parent Entity as its agent and attorney-in-fact to take such action (including the execution of documents) as such
Parent Entity may deem appropriate to effect the foregoing.



 


		5.	The Company shall, and shall as appropriate cause each of its Subsidiaries that is a member of a Combined Tax Group to,
reimburse the applicable Parent Entity for (a) any outside legal and accounting expenses incurred by such Parent Entity
in the course of the conduct of any audit or contest regarding a Combined Tax liability of such group, (b) any other expenses
incurred by such Parent Entity in the course of any litigation relating thereto and (c) the cost of preparing any Combined
Tax Return or otherwise administering this Agreement.



 


		6.	The Company shall, and shall cause each of its Subsidiaries that is a member of a Combined Tax Group to, furnish to the
applicable Parent Entity in a timely manner such information, documents and other assistance, in each case as such Parent Entity
may reasonably request in connection with the filing of each Combined Tax Return with respect to such group or any audit or examination
by any Taxing Authority or any judicial or administrative proceeding relating to a Combined Tax of such group or otherwise with
respect to this Agreement and the transactions contemplated hereby.



 



    	 



    	 



    

 


Article
III


 


TAX SHARING PAYMENTS


 


		1.	For each Tax year for which a Parent Entity files, or is required to file, a Combined Tax Return on or after the date hereof,
Holding shall, or shall cause the applicable Parent Entity to, timely prepare, or cause to be prepared, a Pro Forma Company Return
for each relevant Company Group for such year (including, if necessary, preparing Pro Forma Company Returns for prior years). Each
such Pro Forma Company Return shall include only the items of income, deduction, gain, loss and credit of the members of the Company
Group that join in the filing of such Combined Tax Return, and shall be prepared in a manner consistent with the elections,
methods of accounting, and positions with respect to specific items made or used by such Parent Entity for purposes of such Combined
Tax Return. Each such Pro Forma Company Return shall reflect any carryovers of net operating losses, net capital losses, excess
tax credits or other tax attributes from Pro Forma Company Returns with respect to the same Combined Tax for prior years assuming
that members of such Company Group had not been in existence before the date hereof, which carryovers could have been utilized
by the Company Group if such Company Group had never been included in the relevant Combined Tax Group, but only to the extent such
Parent Entity utilizes such carryovers. For purposes of this Article III, Section 1, (a) a carryover will be treated
as utilized by a Parent Entity to the extent that the Tax liability of the relevant Combined Tax Group determined taking into account
such carryover is less than the Tax liability of such Combined Tax Group determined without giving effect to such carryover, (b)
any provision of the Code that requires consolidated computations, such as sections 861 and 1231, and any similar provision
with respect to any other Combined Tax, shall be applied separately to the Company Group for purposes of preparing the Pro Forma
Company Return and (c) Treasury Regulations section 1.1502-13, and any similar provisions with respect to any other
Combined Tax, shall be applied as if the Company Group were not a part of the relevant Combined Tax Group. The Pro Forma Company
Return shall be provided to the Company no later than 10 days before the Due Date for filing the relevant Combined Tax Return.



 



    	 



    	 



    

 


		2.	For each Tax year in which a Combined Tax Return is, or is required to be, filed by a Parent Entity, the Company shall, and
shall as appropriate cause each of its Subsidiaries that is a member of the relevant Combined Tax Group to, make periodic payments
(“Estimated Tax Sharing Payments ”) to such Parent Entity in such amounts as, and no later than the dates on
which, payments of estimated tax with respect to such Combined Tax would be due on or after the date hereof from the Company Group
under section 6655 of the Code, and any similar provisions with respect to any other Combined Tax, if it were not included
in the relevant Combined Tax Group (computed on a basis consistent with the relevant Pro Forma Company Return). The balance, if
any, of the Estimated Tax Sharing Payments due on or after the date hereof for such Tax year shall be paid to such Parent Entity
no later than December 15 of such year. The Company shall, and shall as appropriate cause each of its Subsidiaries that is a member
of the relevant Combined Tax Group to, pay to the applicable Parent Entity no later than the Due Date (for this purpose, determined
without regard to extensions) on which each Combined Tax Return for each Tax year is, or is required to be, filed by such Parent
Entity on or after the date hereof, an amount equal to the excess of (a) the sum of (i) the Tax liability shown
on the relevant Pro Forma Company Return prepared for such Tax year and (ii) the additions to tax, if any, under section 6655
of the Code, and any similar provisions with respect to any other Combined Tax, that would have been imposed upon the Company Group
(treating the amount due to such Parent Entity under clause (i) above as the Company Group’s Tax liability and treating any
Estimated Tax Sharing Payments as estimated Tax payments with respect to such liability) over (b) the Estimated Tax Sharing
Payments made relating thereto.



 


		3.	To the extent that, after the date hereof, any audit, litigation, claim or refund with respect to a Combined Tax Return results
in an increase in Tax liability relating to the treatment of a Company Group item, a corresponding adjustment shall be made to
such item and to the Company Group’s Tax liability reflected on the applicable Pro Forma Company Return. Within 5 days after
any such adjustment, the Company shall, and shall as appropriate cause each of its Subsidiaries that is a member of the relevant
Combined Tax Group to, make additional Tax sharing payments, including interest and penalties consistent with such adjustment,
to the applicable Parent Entity.



 


		4.	All calculations required to be made by a Parent Entity under this Agreement shall be binding upon the parties hereto absent
manifest error.



 


Article
IV


 


INTEREST


 


		1.	With respect to any federal income Tax, any amount relating thereto which is required to be paid by the Company or any of its
Subsidiaries pursuant to this Agreement and which has not been timely paid to the applicable Parent Entity shall be subject to
an interest charge at the rate and in the manner provided in the Code for interest on underpayments of federal income Tax for the
relevant period.



 



    	 



    	 



    

 


		2.	With respect to any Combined Tax other than federal income Tax, any
amount relating thereto which is required to be paid by the Company or any of its Subsidiaries pursuant to this Agreement and which
has not been timely paid to the applicable Parent Entity shall be subject to an interest charge
at the rate and in the manner provided under the applicable state or local statute for interest on underpayments of such Tax for
the relevant period.



 


Article
V


 


MISCELLANEOUS PROVISIONS


 


		1.	Any information or documents furnished by one party to another pursuant to this Agreement shall be treated as confidential
and, except as, and to the extent, required during the course of an audit or litigation or otherwise required by law, shall not
be disclosed to another Person without the consent, which shall not be unreasonably withheld, of the first party.



 


		2.	All payments to be made by any party under this Agreement shall, except to the extent otherwise specifically provided herein,
be made without setoff, counterclaim or withholding, all of which are expressly waived.



 


		3.	Nothing in this Agreement shall be construed to require a party hereto to pay any liability or obligation arising under this
Agreement more than once.



 


		4.	If due to any change in applicable law, regulations, or interpretation thereof after the date of this Agreement, performance
of any provision of this Agreement or any transaction contemplated thereby shall become impracticable or impossible, the parties
hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result
as that contemplated by such provision.



 


		5.	This Agreement shall be binding upon and inure to the benefit of any successor to each of the parties, by merger, acquisition
of assets or otherwise, to the same extent as if the successor had been an original party to this Agreement.



 



    	 



    	 



    

 


		6.	This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect
to the rules or principles of conflict of laws thereof, to the extent the same are not mandatorily applicable by statute and would
permit or require the application of the laws of another jurisdiction.



 


		7.	This Agreement may be executed simultaneously in one or more counterparts, each of which will be deemed an original, but all
of which when taken together shall constitute one and the same instrument.



 


		8.	The headings in this Agreement are for convenience only and shall not be deemed for any purpose to constitute a part or to
affect the interpretation of this Agreement.



 


		9.	This Agreement may be amended from time to time by agreement in writing executed by all the parties hereto or all of the parties
then bound thereby. This Agreement constitutes the entire agreement with respect to the subject matter hereof and supersedes all
prior written and oral understandings with respect thereto.



 


		10.	Any notice, request or other communication required or permitted in this Agreement shall be in writing and shall be sufficiently
given if personally delivered or if sent by registered or certified mail, postage prepaid, addressed as follows:



 


If to a Parent Entity:


 


If to the Company:


 


NCI Building Systems, Inc.


10943 North Sam Houston Parkway
West


Houston, Texas 77064


Attention: Chief Financial Officer


Facsimile:
(281) 897-7837


 



    	 



    	 



    

 


In each case, with a copy to (which shall
not constitute notice):


 


Debevoise & Plimpton LLP


919 Third Avenue


New York, New York 10022

Attention: David A. Brittenham


Facsimile: (212) 909-6836


 


or to such other address as set forth in writing by either party
to the other in accordance with this section.


 



    	 



    	 



    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed by their authorized representatives.


 


	 	[Holding]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Tax Sharing Agreement]


 



    	 



    	 



    

 


	 	NCI building Systems, Inc.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Tax Sharing Agreement]